FULLTEXT DEL 1 AV 1
8-K – 2025-10-17 – bkng-20251016.htm
bkng-20251016 12/31 false 0001075531 0001075531 2025-10-16 2025-10-16 0001075531 us-gaap:CommonStockMember 2025-10-16 2025-10-16 0001075531 bkng:A4000SeniorNotesDue2026Member 2025-10-16 2025-10-16 0001075531 bkng:A1.8SeniorNotesDueMarch2027Member 2025-10-16 2025-10-16 0001075531 bkng:A05SeniorNotesDueMarch2028Member 2025-10-16 2025-10-16 0001075531 bkng:A3625SeniorNotesDue2028Member 2025-10-16 2025-10-16 0001075531 bkng:A4250SeniorNotesDue2029Member 2025-10-16 2025-10-16 0001075531 bkng:A3.500SeniorNotesDueMarch2029Member 2025-10-16 2025-10-16 0001075531 bkng:A3.125SeniorNotesDueMay2031Member 2025-10-16 2025-10-16 0001075531 bkng:A450SeniorNotesDue2031Member 2025-10-16 2025-10-16 0001075531 bkng:A3.625SeniorNotesDueMarch2032Member 2025-10-16 2025-10-16 0001075531 bkng:A3.250SeniorNotesDueNovember2032Member 2025-10-16 2025-10-16 0001075531 bkng:A4125SeniorNotesDue2033Member 2025-10-16 2025-10-16 0001075531 bkng:A4750SeniorNotesDue2034Member 2025-10-16 2025-10-16 0001075531 bkng:A3.750SeniorNotesDueMarch2036Member 2025-10-16 2025-10-16 0001075531 bkng:A3.750SeniorNotesDueNovember2037Member 2025-10-16 2025-10-16 0001075531 bkng:A4.125SeniorNotesDueMay2038Member 2025-10-16 2025-10-16 0001075531 bkng:A4.000SeniorNotesDueMarch2044Member 2025-10-16 2025-10-16 0001075531 bkng:A3.875SeniorNotesDueMarch2045Member 2025-10-16 2025-10-16 0001075531 bkng:A4.500SeniorNotesDueMay2046Member 2025-10-16 2025-10-16 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported) October 16, 2025 Booking Holdings Inc. (Exact name of registrant as specified in its charter) Delaware 1-36691 06-1528493 (State or other Jurisdiction of Incorporation) (Commission File Number) (IRS Employer Identification No.) 800 Connecticut Avenue Norwalk Connecticut 06854 (Address of principal executive offices) (zip code) Registrant's telephone number, including area code: ( 203 ) 299-8000 N/A (Former name or former address, if changed since last report) Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions: ☐ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) ☐ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) ☐ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) ☐ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) Securities Registered Pursuant to Section 12(b) of the Act: Title of Each Class: Trading Symbol Name of Each Exchange on which Registered: Common Stock par value $0.008 per share BKNG The NASDAQ Global Select Market 4.000% Senior Notes Due 2026 BKNG 26 The NASDAQ Stock Market LLC 1.800% Senior Notes Due 2027 BKNG 27 The NASDAQ Stock Market LLC 0.500% Senior Notes Due 2028 BKNG 28 The NASDAQ Stock Market LLC 3.625% Senior Notes Due 2028 BKNG 28A The NASDAQ Stock Market LLC 4.250% Senior Notes Due 2029 BKNG 29 The NASDAQ Stock Market LLC 3.500% Senior Notes Due 2029 BKNG 29A The NASDAQ Stock Market LLC 3.125% Senior Notes Due 2031 BKNG 31A The NASDAQ Stock Market LLC 4.500% Senior Notes Due 2031 BKNG 31 The NASDAQ Stock Market LLC 3.625% Senior Notes Due 2032 BKNG 32 The NASDAQ Stock Market LLC 3.250% Senior Notes Due 2032 BKNG 32A The NASDAQ Stock Market LLC 4.125% Senior Notes Due 2033 BKNG 33 The NASDAQ Stock Market LLC 4.750% Senior Notes Due 2034 BKNG 34 The NASDAQ Stock Market LLC 3.750% Senior Notes Due 2036 BKNG 36 The NASDAQ Stock Market LLC 3.750% Senior Notes Due 2037 BKNG 37 The NASDAQ Stock Market LLC 4.125% Senior Notes Due 2038 BKNG 38 The NASDAQ Stock Market LLC 4.000% Senior Notes Due 2044 BKNG 44 The NASDAQ Stock Market LLC 3.875% Senior Notes Due 2045 BKNG 45 The NASDAQ Stock Market LLC 4.500% Senior Notes Due 2046 BKNG 46 The NASDAQ Stock Market LLC Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter). Emerging growth company ☐ If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐ Item 5.03. Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year. On October 16, 2025, the Board of Directors (the “Board”) of Booking Holdings Inc. (the “Company”) approved the amendment and restatement of the Company’s By-Laws (the “Amended and Restated By-Laws”), effective immediately. The changes reflected in the Amended and Restated By-Laws include amending the threshold to call a special meeting of the Board to require a majority of the Board, revisions to the advance notice provision, and making certain other non-substantive changes. This description of the Amended and Restated By-Laws is a summary and is qualified in its entirety by reference to the Amended and Restated By-Laws, which are attached as Exhibit 3.1 and incorporated by reference. Item 9.01. Financial Statements and Exhibits. (d) Exhibits Exhibit Number Description 3.1 Amended and Restated By-Laws of Booking Holdings Inc., dated as of October 16, 2025. 104 Cover Page Interactive Data File - the cover page interactive data file does not appear in the Interactive Data File because its XBRL tags are embedded within the Inline XBRL document. SIGNATURES Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized. BOOKING HOLDINGS INC. By: /s/ Peter J. Millones Name: Peter J. Millones Title: Executive Vice President and General Counsel Date: October 17, 2025