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Booking Holdings (BKNG) CEO reports stock grants and tax share withholdings

Filing Impact
(Very High)
Filing Sentiment
(Neutral)
Form Type
4

Rhea-AI Filing Summary

Booking Holdings Inc. CEO and President Glenn D. Fogel reported a mix of stock awards and tax-related share withholdings in common stock. On March 2, 2026, he received a 14,310-share grant tied to performance share units, and on March 4, 2026, an additional 2,600-share restricted stock unit grant.

Also on March 4, 7,153 shares and 1,215 shares were withheld to cover tax obligations upon vesting of performance and restricted stock units, respectively, rather than sold in the open market. After these transactions, he directly owned 13,265 shares and indirectly held 13,820 shares through a grantor retained annuity trust where he serves as trustee.

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Insider Fogel Glenn D
Role CEO AND PRESIDENT
Type Security Shares Price Value
Tax Withholding Common Stock 7,153 $4,153.87 $29.71M
Tax Withholding Common Stock 1,215 $4,153.87 $5.05M
Grant/Award Common Stock 2,600 $0.00 --
Grant/Award Common Stock 14,310 $0.00 --
holding Common Stock -- -- --
Holdings After Transaction: Common Stock — 11,880 shares (Direct); Common Stock — 13,820 shares (Indirect, By GRAT)
Footnotes (1)
  1. Represents the number of shares of common stock underlying a performance share unit award that was granted on March 4, 2023, for which the performance goals were achieved on March 2, 2026, and vested on March 4, 2026. On March 4, 2026, 7,153 shares were withheld to satisfy certain tax withholding obligations related to the vesting of performance share units. On March 4, 2026, 1,215 shares were withheld to satisfy certain tax withholding obligations related to the vesting of restricted stock units. Represents a grant of restricted stock units. Subject to continued service, the shares will vest in installments between the grant date and March 4, 2029, or earlier, upon the occurrence of certain events specified in the reporting person's restricted stock unit award agreement. Shares held by a grantor retained annuity trust of which the Reporting Person is trustee.
Form 4 Insider Transactions: What Each Field Means →
SEC Form 4
FORM 4 UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940
OMB APPROVAL
OMB Number: 3235-0287
Estimated average burden
hours per response: 0.5
Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).
Check this box to indicate that a transaction was made pursuant to a contract, instruction or written plan for the purchase or sale of equity securities of the issuer that is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c). See Instruction 10.
1. Name and Address of Reporting Person*
Fogel Glenn D
(Last) (First) (Middle)
BOOKING HOLDINGS INC.
800 CONNECTICUT AVENUE
(Street)
NORWALK CT 06854
(City) (State) (Zip)
2. Issuer Name and Ticker or Trading Symbol
Booking Holdings Inc. [ BKNG ] 		5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
X Director 10% Owner
X Officer (give title below) Other (specify below)
CEO AND PRESIDENT
3. Date of Earliest Transaction (Month/Day/Year)
03/02/2026
4. If Amendment, Date of Original Filed (Month/Day/Year)
 6. Individual or Joint/Group Filing (Check Applicable Line)
X Form filed by One Reporting Person
Form filed by More than One Reporting Person
Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3) 2. Transaction Date (Month/Day/Year) 2A. Deemed Execution Date, if any (Month/Day/Year) 3. Transaction Code (Instr. 8) 4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5) 5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4) 6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) 7. Nature of Indirect Beneficial Ownership (Instr. 4)
Code V Amount (A) or (D) Price
Common Stock(1) 03/02/2026 A 14,310 A $0 19,033 D
Common Stock(2) 03/04/2026 F 7,153 D $4,153.87 11,880 D
Common Stock(3) 03/04/2026 F 1,215 D $4,153.87 10,665 D
Common Stock(4) 03/04/2026 A 2,600 A $0 13,265 D
Common Stock 13,820 I By GRAT(5)
Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned
(e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3) 2. Conversion or Exercise Price of Derivative Security 3. Transaction Date (Month/Day/Year) 3A. Deemed Execution Date, if any (Month/Day/Year) 4. Transaction Code (Instr. 8) 5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5) 6. Date Exercisable and Expiration Date (Month/Day/Year) 7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4) 8. Price of Derivative Security (Instr. 5) 9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4) 10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) 11. Nature of Indirect Beneficial Ownership (Instr. 4)
Code V (A) (D) Date Exercisable Expiration Date Title Amount or Number of Shares
Explanation of Responses:
1. Represents the number of shares of common stock underlying a performance share unit award that was granted on March 4, 2023, for which the performance goals were achieved on March 2, 2026, and vested on March 4, 2026.
2. On March 4, 2026, 7,153 shares were withheld to satisfy certain tax withholding obligations related to the vesting of performance share units.
3. On March 4, 2026, 1,215 shares were withheld to satisfy certain tax withholding obligations related to the vesting of restricted stock units.
4. Represents a grant of restricted stock units. Subject to continued service, the shares will vest in installments between the grant date and March 4, 2029, or earlier, upon the occurrence of certain events specified in the reporting person's restricted stock unit award agreement.
5. Shares held by a grantor retained annuity trust of which the Reporting Person is trustee.
/s/ Vijay Iyer, Attorney-in-Fact 03/04/2026
** Signature of Reporting Person Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 4 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.

Source: View Original Filing on SEC EDGAR

FAQ

What did BKNG CEO Glenn Fogel report in this Form 4 filing?

Glenn Fogel reported equity compensation activity and related tax share withholdings. He received large grants of performance and restricted stock units and had shares withheld to satisfy tax obligations when those awards vested, rather than executing open-market stock sales.

How many Booking Holdings (BKNG) shares were granted to Glenn Fogel?

Fogel reported a grant tied to performance share units for 14,310 shares on March 2, 2026, and a separate grant of 2,600 restricted stock units on March 4, 2026. These awards represent equity compensation, not open-market purchases of Booking Holdings common stock.

Why were BKNG shares disposed of in Glenn Fogel’s Form 4?

The filing shows dispositions of 7,153 and 1,215 shares on March 4, 2026, coded as tax-withholding transactions. These shares were withheld to satisfy tax obligations triggered by the vesting of performance and restricted stock units, not discretionary open-market sales.

How many Booking Holdings (BKNG) shares does Glenn Fogel own after these transactions?

After the reported transactions, Fogel directly owned 13,265 shares of Booking Holdings common stock. He also indirectly held 13,820 shares through a grantor retained annuity trust, where he serves as trustee, as disclosed in the ownership footnote.

What do the Form 4 transaction codes A and F mean for BKNG’s CEO?

Code A indicates equity grants or awards, such as the performance and restricted stock unit grants to Fogel. Code F indicates shares used to pay exercise price or tax liabilities, here representing stock withheld to cover taxes on vesting of his stock awards.

Does this BKNG Form 4 show open-market buying or selling by the CEO?

The reported transactions reflect equity grants and tax-withholding dispositions, not open-market trades. Shares coded with transaction code F were withheld to pay tax obligations on vesting awards, while shares coded A were granted as performance or restricted stock units.