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)
 
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
0.100% Senior Notes Due 2025
   BKNG 25  
The NASDAQ Stock Market LLC
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
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
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
4.000% Senior Notes Due 2044
  
BKNG 44
   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 2.05. 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.

  BOOKING HOLDINGS INC.  
       

By:
/s/ Ewout L. Steenbergen  
    Name Ewout L. Steenbergen  
    Title Executive Vice President and Chief Financial Officer  
       
Date: November 8, 2024