Booking Holdings SEC Filings

Booking Holdings Inc. launched a euro‑denominated senior notes offering totaling €1,500,000,000, split into €750,000,000 of 3.000% notes due 2030 and €750,000,000 of 3.625% notes due 2035. Interest is paid annually in arrears each November 7, beginning November 7, 2026, with principal due at maturity.

The company priced the notes at 99.904% (2030) and 98.982% (2035), for gross proceeds of €1,491,645,000, less a €5,100,000 underwriting discount, resulting in €1,486,545,000 before expenses. It expects net proceeds of approximately €1,483,587,000 and intends to use them for general corporate purposes, including repurchasing common stock and redeeming or repaying indebtedness.

The notes are senior unsecured obligations of Booking Holdings Inc., rank equally with its other senior unsecured debt, and are structurally subordinated to liabilities of its subsidiaries. The company may redeem the notes at a make‑whole premium before the Par Call Dates—September 7, 2030 (2030 notes) and August 7, 2035 (2035 notes)—and at 100% thereafter, plus accrued interest. Booking intends to apply to list the notes on The Nasdaq Bond Exchange; settlement is expected through Euroclear and Clearstream.

Booking Holdings Inc. launched a preliminary prospectus supplement for a primary offering of euro‑denominated senior unsecured notes in two series. Each series will pay interest annually and include optional redemption features, including a make‑whole call before the applicable par call date and 100% redemption on or after that date, plus accrued interest. The company intends to apply to list the notes on the Nasdaq Bond Exchange, with delivery in book‑entry form through Euroclear and Clearstream.

Proceeds are earmarked for general corporate purposes, including share repurchases and the redemption or repayment of indebtedness. The notes rank equally with Booking’s other senior unsecured debt, are effectively subordinated to secured debt and structurally subordinated to subsidiary obligations. As of September 30, 2025, liabilities of consolidated subsidiaries were approximately $16.0 billion. Payments will be made in euro, with a U.S. dollar fallback if euro becomes unavailable.

Booking Holdings (BKNG) reported Q3 2025 results with total revenues of $9,008 million, up from $7,994 million a year ago. Operating income was $3,483 million and net income was $2,748 million, translating to diluted EPS of $84.41 on 32.6 million diluted shares.

Revenue mix included merchant revenues of $6,131 million, agency revenues of $2,569 million, and advertising/other revenues of $308 million. Operating expenses reflected a $457 million impairment related to the KAYAK reporting unit’s goodwill and intangibles, along with marketing expenses of $2,340 million.

Cash and cash equivalents were $16,509 million and long-term debt was $15,997 million. The company repurchased 120 thousand shares for $673 million in the quarter and paid dividends of $9.60 per share during 2025; another $9.60 dividend was declared in October for payment on December 31, 2025.

Booking Holdings Inc. furnished a Form 8-K to announce its financial results for the third quarter ended September 30, 2025. The company states that the press release with detailed results is attached as Exhibit 99.1 and is incorporated by reference.

The information in Item 2.02, including Exhibit 99.1, is expressly noted as not deemed “filed” under Section 18 of the Exchange Act. Exhibits include the earnings press release with a financial and statistical supplement (99.1) and the cover page iXBRL data file (104).

Booking Holdings Inc. amended and restated its By-Laws, effective October 16, 2025. The update changes the threshold to call a special meeting of the Board to require a majority of the Board and revises the advance notice provision, along with certain other non-substantive changes.

The full text of the Amended and Restated By-Laws is provided as Exhibit 3.1.

Booking Holdings (BKNG) insider activity: The company’s CEO and President, who also serves as a Director, reported multiple open‑market sales of Common Stock on 10/15/2025 under a Rule 10b5‑1(c) trading plan adopted on December 9, 2024.

Transactions were executed in small lots throughout the day, including 49 shares at $5,247.8067 and other sales at prices such as $5,225.92 and $5,285.99. Following the reported sales, the executive beneficially owned 22,594 shares. The filing notes this is the second of two submissions covering transactions on 10/15/2025.

Booking Holdings Inc. reported an insider transaction by a director. On October 15, 2025, the director executed a sale of 15 shares of common stock at a price of $5,291.98 per share, reported on Form 4 with transaction code S.

The sale was made pursuant to a Rule 10b5-1(c)June 2, 2025. Following this transaction, the reporting person directly beneficially owns 732 shares.

Booking Holdings (BKNG) filed a Form 4 reporting that its CEO and President, who also serves as a director, executed multiple open‑market sales of common stock on 10/15/2025 pursuant to a Rule 10b5‑1(c) trading plan adopted on December 9, 2024. Individual sales were recorded at prices from $5,066.94 to $5,211.74 per share. After these transactions, the reporting person beneficially owned 22,982 shares directly. The filing notes this is the first of two reports covering transactions on that date.

Booking Holdings Inc. announced that Susana D'Emic, its Chief Accounting Officer and Controller, intends to retire at the end of March 2027. She will move into a transitional role as Senior Vice President of Finance while the company expects to hire her successor in 2026. The filing provides a clear succession timeline: an internal role change now, a planned successor search in 2026, and a formal retirement at the end of March 2027. This gives the company roughly 18 months to complete a leadership transition and maintain accounting and financial controls during the handover.