Form 8-K Booking Holdings Inc. For: Apr 02
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) April 2, 2026
(Exact name of registrant as specified in its charter)
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(State or other Jurisdiction of
Incorporation)
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(Commission File Number)
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(IRS Employer Identification No.)
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(Address of principal executive offices)
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(zip code)
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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:
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Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
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Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
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Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
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Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
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Securities Registered Pursuant to Section 12(b) of the Act:
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Title of Each Class:
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Trading Symbol
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Name of Each Exchange on which Registered:
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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 April 2, 2026, Booking Holdings Inc. (the “Company”) filed an amendment to its Restated Certificate of Incorporation with the Delaware Secretary of State to effect the
previously announced twenty-five-for-one forward stock split of the Company’s common stock and to proportionately increase the number of shares of the Company’s authorized common stock from 1,000,000,000 to 25,000,000,000. The amendment, which became
effective at 4:01 p.m. Eastern Time on April 2, 2026, is filed as Exhibit 3.1 to this Current Report on Form 8-K. Trading is expected to commence on a split-adjusted basis at market open on Monday, April 6, 2026.
Item 9.01. Financial Statements and Exhibits.
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(d) Exhibits
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Exhibit
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Description
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104
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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.
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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. | ||||
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By:
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/s/ Peter J. Millones | ||
| Name: | Peter J. Millones | |||
| Title: | Executive Vice President and General Counsel | |||
| Date: April 2, 2026 | ||||
ATTACHMENTS / EXHIBITS
AMENDMENT TO RESTATED CERTIFICATE OF INCORPORATION
XBRL TAXONOMY EXTENSION SCHEMA
XBRL TAXONOMY EXTENSION DEFINITION LINKBASE
XBRL TAXONOMY EXTENSION LABEL LINKBASE