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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 28, 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 2.02. Results of Operations and Financial Condition.
On October 28, 2025, Booking Holdings Inc. announced its financial results for the third quarter ended September 30, 2025. The press release is attached as Exhibit 99.1 to this Current Report on Form 8-K and is incorporated herein by reference. Copies of Booking Holdings' consolidated balance sheet at September 30, 2025, consolidated statement of operations for the three and nine months ended September 30, 2025, and consolidated statement of cash flows for the nine months ended September 30, 2025, are included in the financial and statistical supplement attached to the press release.
The information in this Item 2.02, including Exhibit 99.1, shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or incorporated by reference in any filing under the Securities Act of 1933, as amended, or the Exchange Act, except as shall be expressly set forth by specific reference in such a filing.
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits

Exhibit Number | Description |  |  |
99.1 | Press release (which includes a financial and statistical supplement and related information) issued by Booking Holdings Inc. on October 28, 2025 relating to, among other things, its third quarter 2025 earnings. |  |  |
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/ Ewout L. Steenbergen
|  | Name: | Ewout L. Steenbergen
|  | Title: | Executive Vice President and Chief Financial Officer

Date: October 28, 2025