bkng-20260401

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported) April 1, 2026

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

(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

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The NASDAQ Stock Market LLC

0.500% Senior Notes Due 2028

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The NASDAQ Stock Market LLC

3.625% Senior Notes Due 2028

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The NASDAQ Stock Market LLC

3.500% Senior Notes Due 2029

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The NASDAQ Stock Market LLC

4.250% Senior Notes Due 2029

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The NASDAQ Stock Market LLC

3.000% Senior Notes Due 2030

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The NASDAQ Stock Market LLC

3.125% Senior Notes Due 2031

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The NASDAQ Stock Market LLC

4.500% Senior Notes Due 2031

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The NASDAQ Stock Market LLC

3.625% Senior Notes Due 2032

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The NASDAQ Stock Market LLC

3.250% Senior Notes Due 2032

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The NASDAQ Stock Market LLC

4.125% Senior Notes Due 2033

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The NASDAQ Stock Market LLC

4.750% Senior Notes Due 2034

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The NASDAQ Stock Market LLC

3.625% Senior Notes Due 2035

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The NASDAQ Stock Market LLC

3.750% Senior Notes Due 2036

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The NASDAQ Stock Market LLC

3.750% Senior Notes Due 2037

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The NASDAQ Stock Market LLC

4.125% Senior Notes Due 2038

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The NASDAQ Stock Market LLC

4.000% Senior Notes Due 2044

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The NASDAQ Stock Market LLC

3.875% Senior Notes Due 2045

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The NASDAQ Stock Market LLC

4.500% Senior Notes Due 2046

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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 5.02. Departure of Directors or Certain Officers; Election of Directors; Appointment

of Certain Officers; Compensatory Arrangements of Certain Officers.

Appointment of Director

On April 1, 2026, Mr. Kurt Sievers was appointed to the Board of Directors (the "Board") of Booking Holdings Inc. (the "Company") and will be joining the Board's Corporate Governance Committee.

Mr. Sievers served as President and Chief Executive Officer of NXP Semiconductors N.V., a Netherlands-based semiconductor company ("NXP"), from 2020 until his retirement in 2025. He previously served as President beginning in 2018 and joined NXP’s Executive Management Team in 2009. Mr. Sievers currently serves on the board of directors of Capgemini SE, a multinational information technology services and consulting company, and is a member of its Strategy & CSR and Compensation Committees. He also serves on the supervisory board of Daimler Truck Holding AG, a commercial vehicle manufacturer.

In consideration of his services as a member of the Company's Board and any Board committees, Mr. Sievers will be compensated in accordance with the Company's non-employee director compensation program as in effect from time to time.

Retirement of Director

Ms. Lynn Radakovich has informed the Company that she has decided to retire from the Board, effective at the Company's Annual Meeting in June 2026 (the "Annual Meeting"), and therefore is not standing for re-election at the Annual Meeting. The Company and the Board express their appreciation to Ms. Radakovich for her dedicated service.

Item 7.01 Regulation FD Disclosure.

A copy of the press release announcing Mr. Sievers's appointment and Ms. Radakovich's retirement is furnished with this Current Report as Exhibit 99.1.

The information furnished herewith pursuant to this Item 7.01 of this Current Report shall not be deemed to be "filed" for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the "Exchange Act"), or otherwise subject to the liabilities of that section, and shall not be incorporated by reference into any registration statement or other document under the Securities Act of 1933, as amended, or the Exchange Act, except as shall be expressly set forth by specific reference in such filing.

Item 9.01. Financial Statements and Exhibits.

Exhibit
Number

Description

99.1

Press Release, dated April 1, 2026.

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.

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