Form 4: Booking Holdings SVP, CAO & Controller Reports Changes in Beneficial Ownership

Susana D'Emic, SVP, CAO & Controller of Booking Holdings Inc., reports changes in beneficial ownership of common stock due to vesting of performance share units and tax withholding.

Summary

• Susana D'Emic, SVP, CAO & Controller of Booking Holdings Inc., filed a Form 4 detailing changes in her beneficial ownership of the company's common stock.
• On March 1, 2024, she acquired 357 shares related to a performance share unit award granted on March 4, 2022.
• On March 4, 2024, she acquired 293 shares related to a performance share unit award granted on March 4, 2021, which vested on the same day.
• Also on March 4, 2024, 900 shares were withheld to cover tax obligations related to the vesting of performance share units at a price of $3,499.73.
• Additionally, on March 4, 2024, she was awarded 857 shares representing the target number of shares pursuant to a grant of performance share units.
• The number of shares earned from this grant could range from one to two times the target amount, depending on Booking Holdings Inc.'s financial performance, and will be issued around March 4, 2027, subject to continued employment.

Sentiment

Score: 7

Explanation: The sentiment is neutral to slightly positive. The vesting of performance share units suggests the company is meeting its performance goals. The tax withholding is a normal part of the process. The future grant is dependent on future performance.

Positives

• The vesting of performance share units indicates that performance targets were met or exceeded, which is a positive signal for the company's performance.
• The executive's continued employment is required for the shares to be issued, aligning her interests with the company's long-term success.

Risks

• The actual number of shares earned from the performance share unit grant is contingent on Booking Holdings Inc.'s future financial performance, introducing uncertainty.
• The shares are subject to continued employment, meaning a change in employment status could affect the final number of shares received.

Future Outlook

The number of shares to be earned pursuant to the grant of performance share units will depend upon, among other things, Booking Holdings Inc.'s financial performance and will be issued, subject to continued employment, on or about March 4, 2027.

Industry Context

Executive stock transactions are common and are closely watched by investors for signals about a company's prospects. Vesting of performance share units often indicates the company has met certain financial goals.

Comparison to Industry Standards

• Performance-based equity compensation is a common practice among publicly traded companies, especially in the tech and travel sectors, to align executive compensation with company performance.
• Companies like Expedia, Airbnb, and TripAdvisor also utilize similar equity-based compensation plans for their executives.
• The vesting schedules and performance metrics associated with these grants vary, but the underlying principle of rewarding executives for achieving specific goals remains consistent.

Stakeholder Impact

• Shareholders may view the vesting of performance share units as a positive sign, indicating that the company is achieving its performance targets.
• Employees may be motivated by the company's performance and the potential for future equity grants.
• The transactions have no direct impact on customers, suppliers, or creditors.

Next Steps

• The executive will continue to hold the shares and may trade them in the future.
• The performance share units granted on March 4, 2024, will vest based on the company's performance through March 4, 2027.

Key Dates