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) November 8, 2024
Booking Holdings Inc.
(Exact name of registrant as specified in its charter)
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Delaware
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1-36691
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06-1528493
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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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800 Connecticut Avenue
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Norwalk
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Connecticut
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06854
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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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☐
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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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Common Stock par value $0.008 per share
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BKNG
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The NASDAQ Global Select Market
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0.100% Senior Notes Due 2025
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BKNG 25 |
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The NASDAQ Stock Market LLC
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4.000% Senior Notes Due 2026
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BKNG 26
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The NASDAQ Stock Market LLC
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1.800% Senior Notes Due 2027
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BKNG 27
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The NASDAQ Stock Market LLC
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0.500% Senior Notes Due 2028
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BKNG 28
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The NASDAQ Stock Market LLC
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3.625% Senior Notes Due 2028
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BKNG 28A
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The NASDAQ Stock Market LLC
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4.250% Senior Notes Due 2029
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BKNG 29
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The NASDAQ Stock Market LLC
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3.500% Senior Notes Due 2029
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BKNG 29A
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The NASDAQ Stock Market LLC
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4.500% Senior Notes Due 2031
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BKNG 31 |
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The NASDAQ Stock Market LLC
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3.625% Senior Notes Due 2032
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BKNG 32
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The NASDAQ Stock Market LLC
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4.125% Senior Notes Due 2033
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BKNG 33
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The NASDAQ Stock Market LLC
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4.750% Senior Notes Due 2034
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BKNG 34 |
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The NASDAQ Stock Market LLC
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3.750% Senior Notes Due 2036
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BKNG 36
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The NASDAQ Stock Market LLC
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4.000% Senior Notes Due 2044
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BKNG 44
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The NASDAQ Stock Market LLC
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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 2.05. Costs Associated with Exit or Disposal Activities.
On November 8, 2024, Booking Holdings Inc. (the “Company”) announced its intention to implement certain organizational changes, including modernizing processes and systems,
an expected workforce reduction, optimizing procurement, and seeking real estate savings. We believe these efforts will improve operating expense efficiency, increase organizational agility, free up resources that can be reinvested into further
improving our offering to both travelers and partners, and better position the Company for the long term. We will be consulting with works councils, employee representatives, and other relevant organizations, and expect to develop more clarity on
these organizational changes, including with respect to timing, expected impact on employees, financial impact, and other aspects of the contemplated changes in due course.
Because the Company’s plans are subject to the consultation and other processes described above, legal requirements in multiple jurisdictions, and completing its analysis
of related costs, the Company is currently unable to make a good faith determination of an estimate or range of estimates required by paragraphs (b), (c), and (d) of Item 2.05 of Form 8-K with respect to such actions. The Company intends to file an
amendment to this report after it makes such determination.
This Current Report contains forward-looking statements, which reflect our views regarding
current expectations and projections about future events and conditions and are based on currently available information. Forward-looking statements are not guarantees of future performance and are subject to risks, uncertainties, and assumptions
that are difficult to predict, including, among others, the ability of the Company to manage works council and other consultation processes, potential operational disruptions as a result of the expected organizational changes,
the ability of the Company to achieve the expected benefits from such plan, and the other Risk Factors identified in our most recently filed annual report on
Form 10-K; therefore, our actual results could differ materially from those expressed, implied, or forecast in any such forward-looking statements. Expressions of future goals and expectations and similar expressions, including “may,” “will,”
“should,” “could,” “aims,” “seeks,” “expects,” “plans,” “anticipates,” “intends,” “believes,” “estimates,” “predicts,” “potential,” “targets,” and “continue,” reflecting something other than historical fact are intended to identify forward-looking
statements. Unless required by law, the Company undertakes no obligation to update publicly any forward-looking statements, whether as a result of new
information, future events, or otherwise. However, readers should carefully review the reports and documents the Company files or furnishes from time to time
with the Securities and Exchange Commission, particularly our annual reports on Form 10-K, quarterly reports on Form 10-Q, and current reports on Form 8-K.
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.
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BOOKING HOLDINGS INC. |
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By:
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/s/ Ewout L. Steenbergen |
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Name |
Ewout L. Steenbergen |
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Title |
Executive Vice President and Chief Financial Officer |
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Date: November 8, 2024