Booking Holdings (BKNG) 10-K risk factor changes: FY2025 vs FY2024

[removed: While lower occupancy rates can increase distribution of accommodation reservations through third-party intermediaries such as us, if] [added: If] there are lower ADRs, it generally has a negative effect on our revenues and results of operations.

Macroeconomic uncertainties [added: and geopolitical tensions] have [removed: led to] [added: caused, and in the future may cause,] significant volatility in [added: foreign] currency exchange rates, stock markets, and oil prices, which can impact consumer travel behavior.

The uncertainty of [removed: macroeconomic] [added: these] factors [removed: and their impact on consumer behavior] makes it difficult to forecast industry and consumer [removed: trends and their potential impact on our business,] [added: trends,] which could adversely affect our ability to effectively manage our business and [removed: adversely affect] our results of operations.

Other events beyond our control such as pandemics, terrorist attacks, natural disasters, [added: trade disputes, sanctions,] wars and regional hostilities, [added: political unrest,] travel-related accidents, or [removed: increased focus on the environmental impact of travel] [added: overtourism] may [removed: disrupt or limit the ability or willingness of travelers to visit certain locations, or] result in declines in demand [removed: for our] [added: or] travel [removed: offerings.][added: restrictions, which could negatively impact our business.]

[removed: Because these] [added: These] events and their impacts are largely [removed: unpredictable, they can dramatically] [added: unpredictable] and [removed: suddenly] [added: can abruptly] affect [added: consumer] travel behavior [removed: by consumers, demand for] and [removed: provision of our services, and] relationships with travel service providers and [removed: other] partners, [removed: any of] which [removed: can] [added: could] adversely affect our business and results of operations.

If [added: our Gen AI investments are not successful or] we are unable to successfully adapt to such changes, our ability to compete, and our business and results of operations, [removed: would] [added: could] be adversely affected.

Some of our current and potential competitors may have greater resources or stronger competitive positions in certain [removed: geographic] regions than we [removed: do.][added: do, or may be domiciled in different countries and subject to political, legal, and regulatory regimes that enable them to compete more effectively than us.]

The market for accommodations covers a wide range of property types including alternative [removed: accommodations,] [added: accommodations] and companies like Airbnb and Vrbo (owned by Expedia) compete directly with our accommodations businesses.

[removed: In] [added: Travel service providers may offer lower prices through direct or AI-enabled channels, OTC and other competitors may more effectively invest in online marketing channels, and in] certain [removed: markets,] [added: markets] we may need to provide discounts or other incentives in order to be competitive, [added: any of] which may make it difficult for us to maintain or grow [removed: market share, maintain historical] [added: our competitive position or] profit margins, and may also result in lower [removed: ADRs and lower] revenues as a percentage of gross bookings.

Consolidation among travel service providers or [removed: the development of] [added: AI-enabled] alternative [added: travel] offerings [removed: as a result of Gen AI] could result in lower OTC commission rates, increased discounting, and greater incentives for consumers to join closed-user [removed: groups as such travel service providers expand their offerings.][added: groups.]

If we are unable to effectively offer competitive prices, our revenues, [removed: market share,] [added: competitive position,] business, and results of operations could be materially adversely affected.

We [removed: have significant operations in countries outside the United States and] derive a substantial portion of our gross bookings from [removed: these countries.][added: countries outside the United States.]

[removed: Our OTC] [added: The growth rate of our] operations outside [removed: of] the United States [removed: historically had achieved significant year-over-year growth in their gross bookings, though growth rates] have generally declined over time as the absolute level of our gross bookings increased and online travel growth rates [removed: declined.][added: declined, and they may also be impacted by factors such as economic conditions, changes in foreign currency exchange rates, declines in ADRs, increases in cancellations, adverse changes in travel market conditions, and competition.]

Any decline in the growth rates of our businesses could negatively impact our revenue and earnings growth [removed: rates and as a consequence our stock price.][added: rates.]

[removed: International] [added: Many] markets may have strong local competitors with an established brand and travel service provider or restaurant relationships making expansion in that market difficult or costly.

[removed: Scaling and growing] [added: Growing] our business in such markets could require significant investment, which could have a negative impact on our profit margins.

In some markets such as China, local requirements may restrict participation by foreign businesses, making [removed: our] entry into and expansion in those markets costly, difficult, or impossible.

The growth rate of [removed: the number of] accommodations on our platforms may vary in part due to removing accommodations from time to time.

Many newer accommodations [removed: we offer] may have fewer rooms or higher credit risk and may appeal to a smaller subset of [removed: consumers] [added: customers] (e.g., hostels and bed and breakfasts).

Also, certain jurisdictions have instituted regulations intended to address [removed: the issues of "overtourism" and the impact of tourism on climate,] [added: overtourism,] including by restricting accommodation offerings near popular tourist [removed: destinations.][added: destinations, which may result in constraints on the number of listings or available accommodation room nights or decreased demand, which could negatively impact our growth rate and results of operations.]

We rely on [removed: providers of accommodations, rental cars, and airline tickets, and on restaurants,] [added: third parties] to make their services available to consumers for reservation through us.

Our [removed: arrangements with] travel service providers [added: are] generally [removed: do] not [removed: require them] [added: required] to make available any specific quantity of reservations, or to make reservations available in any geographic area, for any particular route, or at any particular price.

[removed: Similarly, our arrangements with] [added: Our] restaurants [added: are] generally [removed: do] not [removed: require them] [added: required] to provide all of their available tables and reservations to [removed: customers] [added: consumers] through us.

Our arrangements with OTCs and travel service providers to provide [removed: pricing, schedules, availability, and other] information in connection with [removed: Kayak's] [added: KAYAK's] meta-search services are non-exclusive and [removed: can be terminated] [added: terminable] with little notice.

A significant reduction on the part of any of our major travel service [removed: providers,] [added: providers] or [removed: restaurants,] [added: restaurants] for a sustained period of time or their [removed: complete] withdrawal from our services, including due to a provider's bankruptcy or closure, could have an adverse effect on our business, advertising revenue, [removed: market share,] [added: competitive position,] and results of operations.

Further, as [removed: consolidation] [added: industry consolidation, including] among travel service [removed: providers] [added: providers,] increases, [removed: or if Gen AI better enables, or offers alternatives for travel service providers to reach consumers,] the potential adverse effect of [removed: a decision] [added: reduced usage or withdrawal from our services] by a significant travel service provider [removed: to withdraw from or reduce its participation in our services] also increases.

[removed: Our] [added: As we continue to grow our] alternative accommodations [removed: business faces] [added: business, we face increasing] risks relating to claims of liability, regulatory developments, and continued growth and profitability.

[removed: Because alternative] [added: Alternative] accommodations [removed: are often either a] [added: typically consist of] single [removed: unit] [added: units] or a small collection of independent units, and may [removed: have] [added: result in] additional costs [removed: to be offered on our platforms, these properties generally represent] [added: for us, which can result in] more limited booking opportunities and lower profit margins than hotels, motels, and resorts.

Alternative accommodations are subject to [added: increased risk of] claims of liability based on injury, death, discrimination, or criminal [removed: activities occurring at these properties.][added: activities.]

We have no control over the actions of our consumers, property owners, [removed: and] [added: or] other third parties during a stay, and cannot guarantee the safety of such individuals.

We [added: do not systematically verify the safety, quality, and legal compliance of all of our alternative accommodations and] rely on property owners to disclose information relating to their [removed: listings and such information] [added: listings, which] may be inaccurate or incomplete.

[removed: Moreover,] Booking.com facilitates the provision of partner liability insurance [removed: that may] [added: underwritten by third-party insurance providers to] protect [added: certain] alternative accommodation partners against liability claims, lawsuits [removed: by third parties] for bodily injury, or [removed: personal] property damage that [removed: occur] [added: occurs] during a [removed: stay at a partner property.][added: stay.]

Alternative accommodation [removed: regulation is new] [added: rules] and [added: regulations are complex,] evolving, [added: can be inconsistent among individual localities,] and [removed: laws, regulations, or property association rules] could [removed: impose obligations on property owners and managers that] limit or negatively affect [removed: their] [added: property owners' and managers'] ability to rent [removed: their] properties.

[removed: For example, in conjunction with the] Digital Services Act ("DSA"), the European Commission (the "EC") [removed: has adopted a short-term rental regulation that] imposes [removed: new] obligations around [added: short-term rental] property owner registration, property verification, and enforcement of local registration schemes.

Some jurisdictions have adopted or are considering restrictions [added: (e.g., license requirements)] on the ability to offer alternative [removed: accommodation properties or that require online platforms, owners, or managers to obtain a license to rent or list alternative] accommodations.

[removed: From time to time, we] [added: We] have been and are subject to inquiries related to compliance with [removed: alternative accommodation legal] [added: such] requirements that have resulted in fines and could result in additional fines, adversely affect our reputation, or require [removed: modifications to our business operations.][added: operational modifications.]

This dynamic regulatory environment requires us to expend significant time and resources and could negatively impact our alternative [removed: accommodation reservation] [added: accommodations] business.

We invest considerable resources in the establishment and maintenance of our brands, marketing and other brand building efforts to preserve and enhance consumer awareness of our brands, and to attract and retain [removed: customers.][added: consumers.]

If we are unable to maintain or enhance consumer awareness and acceptance of our brands or if such efforts are not cost-effective, our business, [removed: market share,] [added: competitive position,] and results of operations could be materially adversely affected.

Our marketing efficiency, expressed as marketing expense as a percentage of gross bookings, and performance marketing return on investment ("ROIs") are impacted by a number of factors that are subject to variability and are in some cases outside of our control, including ADRs, costs per click, cancellation rates, foreign currency exchange rates, our ability to convert traffic to booking [removed: customers,] [added: consumers,] and the timing and effectiveness of our brand marketing campaigns.

We operate in highly competitive and rapidly evolving global markets for travel and restaurant reservation services.

Barriers to entry are low, and we compete with online travel companies ("OTCs"), travel service providers offering direct booking (such as airlines, hotels, and rental car companies), traditional travel agencies and operators, companies offering travel-related software, payments, or technology solutions, financial services and credit card companies, and global technology companies with significantly greater scale, data, and financial resources.

For example, Google links travel search to its dominant search engine and has integrated travel products into Google Maps and its Gemini generative AI ("Gen AI") offering.

Other large technology platforms and AI-native competitors are developing Gen AI-powered assistants and agents that can search, compare, recommend, and facilitate travel and dining reservations directly within their search engines, operating systems, messaging platforms, or "super-apps." These offerings may reduce consumers choosing to visit dedicated online travel platforms, reducing direct traffic, bookings, and customer relationships.

Gen AI also lowers barriers to entry and enables competitors to potentially replicate or improve core functionality, personalize recommendations and pricing, and acquire customers more efficiently through non-travel consumer interactions.

AI agents may further evolve into full-service booking platforms, increasing competitive pressure and disintermediating OTCs.

Some competitors may operate at minimal or negative margins to gain market share.

A significant portion of consumer traffic to our services is derived from third-party platforms, including Google and other search engines, mobile operating systems, app marketplaces, mapping services, and other digital distribution channels.

These platforms increasingly incorporate Gen AI features, such as AI-generated answers, assistants, and recommendations, that may satisfy user intent without directing users to our services or may favor the platform's own or affiliated offerings.

Changes in algorithms, ranking methodologies, user interfaces, access terms, pricing, or the placement of AI-generated content by these platforms could reduce the visibility of our services, increase customer acquisition costs, or decrease traffic and bookings.

In addition, platform providers may restrict data access, limit interoperability, or impose commercial terms that disadvantage us relative to competing or native AI-enabled services.

If we are unable to maintain favorable placement, access, or economics across traditional digital search as well as evolving AI-mediated distribution channels, our distribution of travel and restaurant reservations through such third-party distribution channels is likely to decline and our business, competitive position, and results of operations could be adversely affected.

We may not be able to keep pace with the competitive pressure to innovate.

Further, alternative accommodations may be unavailable during peak periods due to seasonality or owner use.

Additionally, if we don't offer features preferred by alternative accommodation property owners or our competitors have better features, our alternative accommodations business could be negatively impacted.

If applicable, this insurance provides coverage up to $1.0 million equivalent per occurrence (subject to limitations and exclusions).

We retain certain financial risks and could be required to pay amounts in excess of the policy limit.

For example, in conjunction with the

There is a risk that employees, partners, and consumers are overreliant on AI without sufficient human review of outputs.

In addition, some users may also engage in fraudulent or abusive activities through our AI services, such as unauthorized account access, payment fraud, or launching cyberattacks.

Additionally, our Gen AI initiatives could alter our infrastructure and workforce.

If we do not

During fiscal year 2025, as a result of our annual goodwill impairment test, we recognized goodwill and intangible assets impairment charges.

See Note 11 to our Consolidated Financial Statements.

The estimation of fair value reflects numerous assumptions that are subject to risks and uncertainties, including key assumptions regarding expected growth rates and operating margin, discount rates, and market comparables.

It requires significant judgments and estimates and actual results could be materially different than the judgments and estimates used to estimate fair value.

Threat actors may exploit AI-based technologies to breach systems and weaponize AI to target our employees to gain unauthorized access to systems and data.

Furthermore, the emergence of quantum technologies may enable threat actors to overcome traditional encryption protocols and launch more sophisticated AI-enabled attacks at scale.

We are subject to various taxes around the world.

The One Big Beautiful Bill Act (the "BBB Act") enacted in July 2025 made changes to certain international, foreign tax credit, and domestic tax provisions in the U.S. effective in 2025 and 2026.

Although we believe we do not owe the taxes claimed in these lawsuits, litigation is uncertain, and if there was an adverse outcome in

We have been the subject of investigations or inquiries by national competition authorities ("Competition Authorities") and other governmental authorities regarding competition law matters, consumer protection issues, and other areas.

See Note 16 to our Consolidated Financial Statements for information regarding certain legal proceedings in which we are involved.

To resolve certain of the proceedings or investigations we have been or are involved in, we have made commitments regarding future business practices or activities including related to our parity arrangements, the information we provide about our search results ranking, and how we display prices, discounts, and popularity and availability statements.

Competition and consumer-law-related investigations, legislation, judgments, or issues have in the past resulted in and could in the future result in private litigation.

We are currently involved in such litigation and aware of such potential litigation.

For example, a Dutch consumer group has filed a claim against Booking.com relating to the historical use of contractual parity provisions, as well as allegations that Booking.com and Agoda employed misleading practices, and we are aware of similar efforts to pursue potential claims in other jurisdictions.

See Note 16 to our Consolidated Financial Statements for more information regarding this and other such claims or potential claims.

Class action litigation can be time-consuming, costly, and unpredictable, regardless of merit, and there may be evolving jurisprudence and less experience with such matters in certain of the geographies where we are or may be involved in such litigation, making outcomes less certain and harder to forecast.

If we were to be found liable, it could result in, among other things, payment of damages, commitments to change certain business practices, or reputational damage, any of which could harm our business, results of operations, brands, or competitive position.

The following is only a summary of the principal risks that make an investment in our securities speculative or risky.

Risk Factors Summary

*Industry and Business Risks*

- Adverse changes in market conditions for travel services;

- The effects of competition;

- Our ability to successfully manage growth and expand our global business;

- Adverse changes in third-party relationships;

- Our performance marketing efficiency and the effectiveness of our marketing efforts;

- Our ability to respond to and keep up with rapid technological or other market changes;

- The development and use of generative AI ("Gen AI");

- Our ability to attract and retain qualified personnel;

- Operational and technological infrastructure risks;

*Information Security, Cybersecurity, and Data Privacy Risks*

- Data privacy and cyberattack risks;

- IT systems-related failures or security breaches;

*Tax Risks*

- Risks related to exposure to additional tax liabilities and maintaining tax benefits;

*Legal, Regulatory, Compliance, and Reputational Risks*

- Legal and regulatory risks;

- Risks associated with the facilitation of payments;

*Financial Risks*

- Fluctuations in foreign currency exchange rates and other risks associated with doing business in multiple currencies and jurisdictions;

- Risks of increased debt levels and stock price volatility; and

- Success of investments and acquisitions, including integration of acquired businesses.

Responses to such events by governments or global organizations could restrict travel in ways that could impact our ability to conduct our business.

We compete globally with online and traditional travel and restaurant reservation and related services.

The markets for the services we offer are intensely competitive and constantly evolving.

Current and new competitors launch new services at a relatively low cost.

Some of our current and potential competitors include the largest global technology companies, which have significantly more consumers, consumer data, and resources than we do, and may be able to leverage other aspects of their businesses (e.g., search or mobile device businesses or Gen AI and similar or related capabilities) to compete with us.

For example, Google's online travel offerings have grown rapidly by linking travel search services to its dominant search functionality through flight, hotel, and alternative accommodations meta-search products, and integrating such products into Google Maps.

Similarly, several companies developing Gen AI-powered platforms have used travel search and reservation capabilities to illustrate the possible use cases for this technology.

The structure of the travel industry or consumer preferences could also change in ways that disadvantage us and benefit competitors or new entrants.

We currently, or may in the future, compete with companies that provide a variety of products and services, including:

- online platforms, including accommodation and alternative accommodation search or reservation services, travel meta-search, and large online companies including in search, social media, marketplace, Gen AI, and ride-sharing;

- travel service providers (e.g., accommodations, rental car companies, or airlines), which may offer lower prices on their direct channel than they provide to us;

- traditional travel agencies, travel management companies, wholesalers, and tour operators;

- companies offering software solutions and technology services to travel service providers, including global distribution systems ("GDSs") and hospitality software and payments platforms; and

- companies offering AI agents powered by Gen AI that can perform or facilitate travel-related services, such as virtual assistants.

For example, some of our competitors may be domiciled in different countries and subject to political, legal, and regulatory regimes that enable them to compete more effectively than us.

Meta-search services may lower the cost for new companies to enter the market by providing a distribution channel without the cost of promoting the new entrant's brand and also compete directly with us for customers.

The following discussion should be read in conjunction with [added: Part I, Item 1A "Risk Factors" and] our Consolidated Financial Statements and accompanying notes.

We evaluate certain operating and financial measures on both an as-reported and [removed: constant-currency] [added: constant currency] basis.

We aim to provide consumers with a best-in-class experience [removed: offering the travel choices they want,] with tailored planning, payment, language, and other options, seamlessly connecting them with our travel service provider partners.

See Notes 1 and 17 to our Consolidated Financial Statements for [removed: information on our operating segments] [added: segment reporting] and [removed: revenue by] geographic [removed: area.][added: information.]

We also earn revenues from [removed: advertising services,] [added: payment facilitation, advertising,] restaurant reservation and management services, travel-related insurance offerings, and other services.

Our global room nights in [removed: 2024] [added: 2025] increased [removed: 9%] [added: 8%] year-over-year driven primarily by healthy travel demand in Europe and Asia.

We saw the booking window expand in [removed: 2024] [added: 2025] compared to [removed: 2023,] [added: 2024,] which benefited year-over-year room night growth.

Quarterly Room Nights and Change versus the prior year [added: (1)]

[removed: ][added: ]

[removed: ][added:  ]

Full Year Room Nights and Change versus the prior year [added: (1)]

[removed:  ][added: ]

The cancellation rate in [removed: 2024] [added: 2025] was [removed: in line with] [added: lower than] the prior year.

Increases in cancellation rates can negatively impact our marketing efficiency as a result of incurring performance marketing expenses at the time a booking is made even though that booking could be canceled in the [removed: future if it was booked under a flexible cancellation policy.][added: future.]

In [removed: 2024,] [added: 2025,] our global average daily rates ("ADRs") on a constant currency basis were about in line with the prior year.

Our global ADRs were [added: slightly] negatively impacted by a higher mix of room nights [removed: from] [added: in] Asia, which is a lower ADR region.

Excluding the changes in regional mix, our global ADRs on a constant currency basis [removed: increased year-over-year] [added: were up approximately 1% year-over-year, driven primarily] by [removed: about 1%.][added: higher ADRs in Europe.]

We focus on relentless innovation to grow our business by providing a best-in-class user experience with intuitive, easy-to-use [removed: online] platforms that aim to exceed the expectations of consumers.

We [removed: have a] [added: are executing against our] long-term strategy to create an ideal [added: AI-powered] traveler experience, offering our customers relevant options and [removed: connections] [added: suggestions] at the times and in the language they want them, making trips booked with us seamless, easy, and valuable.

We refer to this as the "Connected Trip." The goal of our Connected Trip vision is to offer a differentiated and personalized [removed: online] travel planning, booking, payment, and in-trip experience for each trip, enhanced by a robust loyalty program that provides value to travelers and partners across all trips.

Our mobile [removed: app is] [added: apps are] an important platform for experiencing the Connected Trip since the app travels with the traveler.

The mix of our room nights booked on [removed: a] [added: our] mobile [removed: app] [added: apps] in [removed: 2024] [added: 2025] was a [removed: low-fifties] [added: mid-fifties] percentage, up from a [removed: high-forties] [added: low-fifties] percentage in [removed: 2023.][added: 2024.]

The significant majority of room nights booked on our mobile apps are direct, and we continue to see favorable repeat direct booking behavior from consumers in our mobile apps, which allow us more opportunities to engage directly with [removed: consumers.][added: them.]

[removed: As] [added: We continue to expand our merchant service offerings as] part of [removed: our] [added: a broader] strategy to provide more payment options to [removed: consumers] [added: travelers] and travel service providers, increase the [removed: number and] variety of our accommodations, and enable our long-term Connected Trip [removed: strategy, Booking.com increasingly processes transactions on a merchant basis, where it facilitates payments from travelers for the services provided.][added: strategy.]

In [removed: 2024,] [added: 2025,] the incremental revenues from facilitating payments were greater than the associated incremental variable expenses.

The mix of our total gross bookings generated on a merchant basis [added: across the company] was [removed: 63%] [added: 70%] in [removed: 2024,] [added: 2025,] an increase from [removed: 54%] [added: 63%] in [removed: 2023.][added: 2024 due to the ongoing shift from agency to merchant bookings at Booking.com.]

Our total [removed: marketing expenses, which are comprised of] performance and brand marketing [removed: expenses that] [added: expenses, which] are substantially variable in nature, were [removed: $7.3] [added: $8.2] billion in [removed: 2024,] [added: 2025,] up [removed: 7%] [added: 12.5%] versus [removed: 2023] [added: 2024] as a result of the year-over-year growth in travel demand and [removed: our efforts] [added: due] to [removed: invest] [added: changes] in [removed: marketing.][added: foreign currency exchange rates.]

Our performance marketing expenses, which represent a substantial majority of our marketing expenses, are primarily related to the use of online search engines (primarily Google), affiliate marketing, meta-search, and social media channels to generate [removed: traffic to] [added: bookings through] our platforms.

Such factors include ADRs, costs per click, cancellation rates, foreign currency exchange rates, [added: search engine bidding algorithms, channel mix,] our ability to convert paid traffic to booking customers, and the timing and effectiveness of our brand marketing [added: and social media marketing] campaigns.

When evaluating our performance marketing spend, we typically consider several factors for each channel, such as the customer experience on the advertising platform, the incremental [removed: traffic] [added: bookings] we receive, and anticipated repeat rates.

Marketing efficiency [removed: can] [added: is] also [removed: be] impacted by the extent to which consumers [removed: come] [added: book] directly [removed: to our platforms for bookings.][added: with us.]

The mix of our total room nights booked by consumers coming directly to our platforms was a mid-fifties percentage in [removed: 2024,] [added: 2025,] and was [removed: a] higher [removed: percentage of room nights] if we exclude the room nights booked through affiliate programs (i.e., business-to-business).

Booking.com had approximately [removed: 4.0] [added: 4.4] million total properties on its website at December 31, [removed: 2024,] [added: 2025,] representing an increase from approximately [removed: 3.4] [added: 4.0] million total properties at December 31, [removed: 2023.][added: 2024.]

At December 31, [removed: 2024,] [added: 2025,] the total properties on Booking.com's website consisted of approximately [removed: 3.5] [added: 3.9] million alternative accommodation properties (including homes, apartments, and other unique places to stay) and approximately 500,000 hotels, motels, and resorts.

The mix of Booking.com's room nights booked for alternative accommodation properties in [removed: 2024] [added: 2025] was approximately [removed: 35%,] [added: 36%,] up versus approximately [removed: 33%] [added: 35%] in [removed: 2023.][added: 2024.]

We may experience lower profit margins due to additional [removed: costs,] [added: costs from offering alternative accommodations,] such as increased customer service or certain partner related [removed: costs, related to offering alternative accommodations.][added: costs.]

As our alternative accommodation business [removed: has grown,] [added: grows,] these different characteristics [removed: have] [added: may] negatively [removed: impacted] [added: impact] our profit [removed: margins and this trend may continue.][added: margins.]

Although we believe that providing an extensive collection of properties, excellent customer service, and an intuitive, easy-to-use [removed: consumer experience] [added: platform] are important factors influencing a consumer's decision to make a reservation, for many [removed: consumers,] [added: consumers] the price of the travel service is the primary factor determining whether to book.

We expect that [added: the] restructuring costs and accelerated investments related to the Transformation Program will [added: largely] be incurred [removed: in] [added: by] the [removed: next two to three years] [added: end of 2026] and are estimated to be, in the aggregate, [removed: approximately] [added: less than] one times the expected annual [removed: run rate] [added: run-rate] savings.

Many taxing authorities seek to increase tax revenues and have targeted large multinational technology [removed: companies in these efforts.][added: companies.]

In the fourth quarter of 2025, global room nights increased 9% year-over-year.

We saw healthy travel demand across all our major regions in the fourth quarter of 2025.

While the geopolitical and macroeconomic environment can impact global travel demand, we believe our diversified global portfolio of leading travel brands, flexible platforms, and strong financial position helps us to navigate a range of scenarios.

We continue to take a long-term view, staying focused on delivering value to our travelers and partners, maintaining disciplined cost management, and making strategic investments as appropriate.

(1) Room night growth rates are rounded for presentation purposes.

These merchant services allow us to facilitate payments from travelers and offer secure, flexible transaction terms, such as varied payment forms, currencies, and timing.

In 2025, our average ROI was down slightly year-over-year driven by changes in paid traffic mix and increased social media spend.

The mix of total room nights booked by consumers coming directly to our platforms increased year-over-year, which benefited our marketing efficiency for 2025.

Some of these initiatives, such as discounts, may result in lower ADRs and lower revenues as a percentage of gross bookings as they can reduce the daily room rate and are recognized as contra-revenue.

In the fourth quarter of 2024, we began the implementation of organizational changes to improve operating expense efficiency, increase organizational agility, free up resources that can be reinvested into further improving our offering to travelers and partners, and better position our business for the long term (the "Transformation Program").

The Transformation Program resulted in approximately $250 million in savings in 2025.

Given the stronger-than-expected early results of the Transformation Program, in the third quarter of 2025, we raised our expectation for the ultimate annual run-rate savings to a range of $500 to $550 million from our previous guidance of $400 to $450 million, as compared to our 2024 expense base.

As of the end of 2025, we have enabled approximately $550 million in annual run-rate savings and we expect to realize these run-rate savings by the end of 2026.

The recent One Big Beautiful Bill Act (the "BBB Act") changes certain international, foreign tax credit, and domestic tax provisions in the United States effective in 2025 and 2026.

While the BBB Act did not result in a significant impact to our income tax expense or effective tax rate for 2025, we are evaluating the impact of the BBB Act and it could have a negative impact on our results of operations and cash flows as it relates to provisions that are not yet effective.

Our total revenues increased by approximately 13% in 2025 as compared to 2024, including a benefit of about 3% from changes in foreign currency exchange rates.

See Note 2 to our Consolidated Financial Statements for our significant accounting policies.

Valuation of Goodwill and other Long-lived Assets

We review long-lived assets whenever events or changes in circumstances indicate that the carrying amount of the asset may not be recoverable.

The assessment of possible impairment is based upon the ability to recover the carrying value of the assets from the estimated undiscounted future net cash flows, before interest and taxes, of the related asset group.

In the accounting for business combinations, the excess of the consideration transferred over the net of the amounts allocated to the identifiable assets acquired and liabilities assumed is recognized as goodwill.

Goodwill is assigned to reporting units that are expected to benefit from the synergies of the business combination.

When the composition of one or more reporting units is changed, goodwill is reassigned to the affected reporting units using a relative fair value approach.

A substantial portion of our intangible assets and goodwill as of December 31, 2025 relates to the acquisitions of OpenTable and Getaroom.

We test goodwill for impairment on an annual basis and between annual tests if an event occurs or circumstances change that would more likely than not reduce the fair value of a reporting unit below its carrying amount.

We test goodwill at a reporting unit level and our annual goodwill impairment tests are performed as of September 30.

Generally, changes in the assumptions used for comparable company multiples would result in directionally similar changes in the fair value and changes in the assumptions used for discount rates would result in directionally opposite changes in the fair value.

Such changes may include travel service providers reducing or withdrawing from our services, generative AI better enabling or offering alternatives for travel service providers to reach consumers, or competitors affecting our ability to market to and reach consumers in a cost-efficient way.

*Impairment of Goodwill and Intangible Assets*

As of September 30, 2025, we performed our annual goodwill impairment test.

Except for the KAYAK reporting unit, the fair values of our reporting units exceeded their respective carrying values.

For the KAYAK reporting unit's goodwill, we recognized an impairment charge of $180 million for the three months ended September 30, 2025, resulting in an adjusted carrying value of $203 million at September 30, 2025.

In addition, for the KAYAK asset group's intangible assets (trade names and supply and distribution agreements), we recognized an impairment charge of $277 million for the three months ended September 30, 2025.

The impairments were primarily driven by a reduction in the forecasted cash flows for KAYAK, reflecting its meta-search business being impacted by expected increases in customer acquisition costs.

The estimated fair value of KAYAK was determined using a combination of standard valuation techniques, including an income approach (discounted cash flow) and a market approach (applying comparable company multiples).

The income approach estimates fair value utilizing long-term growth rates and discount rates applied to the cash flow projections.

An increase or decrease of one percentage point to the earnings before interest, taxes, depreciation and amortization ("EBITDA") growth rates used in the cash flow projections would result in an increase of approximately $45 million and a decrease of approximately $40 million, respectively, to the estimated fair value of KAYAK as of September 30, 2025.

If the discount rate used in the income approach increases or decreases by 0.5%, the impact to the estimated fair value of KAYAK at September 30, 2025 ranges from a decrease of approximately $20 million to an increase of approximately $25 million.

At September 30, 2025, the fair values of KAYAK's trade names and supply and distribution agreements were $103 million and $76 million, respectively, estimated using an income approach.

The key unobservable inputs used for these intangible assets include royalty rates, distributor margins, and supplier attrition rates (in the range of 2% to 5%, as applicable) and the useful lives of the trade names (20 years).

Our global room nights in the fourth quarter of 2024 were 13% higher than the fourth quarter of 2023 which was negatively impacted by the Israel-Hamas war.

When excluding room nights from bookers in Israel in each comparable period, our overall room nights in the fourth quarter of 2024 increased 12% year-over-year.

When excluding room nights from bookers in Israel in each comparable period, our overall room nights for the full year 2024 increased 9% year-over-year.

It is difficult to predict what the trend in industry ADRs will be in the future.

This allows Booking.com to process transactions for travel service providers and to increase its ability to offer secure and flexible transaction terms to consumers, such as the form and timing of payment.

In recent years, we observed periods of stable or increasing ROIs.

Although it is difficult to predict how ROIs will change in the future, ROIs could be negatively impacted by increased levels of competition and other factors.

Both of these percentages increased year-over-year, which benefited our marketing efficiency versus 2023.

These initiatives have resulted and, in the future, may result in lower ADRs and lower revenues as a percentage of gross bookings.

In November 2024, we announced our intention to implement certain organizational changes, including modernizing processes and systems, initiating an expected workforce reduction, optimizing procurement, and seeking real estate savings (the "Transformation Program").

We believe it is important to make these organizational changes in order to drive further expense efficiency, create room for reinvestment in projects and initiatives that will support the growth of our business over the long run, and further improve our organizational agility.

We expect the Transformation Program to ultimately deliver about $400 to $450 million in annual run rate savings over the next three years as compared to our 2024 expense base.

We are in the early stages of this program and we expect the majority of the run rate savings to be achieved after 2025.

As a result of these designations, we are subject to additional rules and regulations that may not be applicable to our competitors.

Our total revenues increased by approximately 11% in 2024 as compared to 2023, but without the impact of changes in foreign currency exchange rates our total revenues increased year-over-year on a constant-currency basis by approximately 12%.

Outlook

For the first quarter of 2025, we expect:

- the year-over-year growth in room nights will be between 5% and 7%;

- the year-over-year growth in gross bookings will be between 5% and 7%;

- the year-over-year growth in revenues will be between 2% and 4%; and

- operating income will be lower than the first quarter of 2024, due in part to the negative impact from the shift in Easter timing versus last year, as well as the negative impact from year-over-year changes in foreign currency exchange rates.

Excluding these impacts, we expect operating income will be slightly higher than the first quarter of 2024.

For the full year 2025, we expect:

- the year-over-year growth in gross bookings will be in a mid single digit percentage range;

- the year-over-year growth in revenues will be in a mid single digit percentage range; and

- operating income will be higher than in 2024.

Our significant accounting policies and estimates are more fully described in Note 2 to our Consolidated Financial Statements.

Valuation of Investments in Private Entities

See Notes 2, 5, and 6 to our Consolidated Financial Statements for additional information related to the investments in private entities and information on fair value measurements, including the three levels of inputs to the valuation techniques used to measure fair value.

When inputs that are observable, either directly or indirectly (observable market data), are available at the measurement date and are not significantly adjusted using unobservable inputs, the observable inputs would be classified as Level 2 inputs.

When little or no market data is available, the fair value of these investments are measured using unobservable inputs ("Level 3 inputs").

Our investments measured using Level 3 inputs primarily consist of investments in privately-held entities that were classified as either debt securities or equity securities without readily determinable fair values.

Fair values of privately held securities are estimated using a variety of valuation methodologies, including both market and income approaches.

We use valuation techniques appropriate for the type of investment and the information available about the investee as of the valuation date to determine fair value.

Recent financing transactions in the investee are generally considered the best indication of the enterprise value and therefore used as a basis to estimate fair value.

However, based on a number of factors, such as the proximity to the valuation date or the volume or other terms of these financing transactions, we may also use other valuation techniques to supplement this data, including the income approach.

When a financing transaction occurs and represents fair value, we also use the calibration process, as appropriate, when estimating fair value on subsequent measurement dates.

Calibration is the process of using observed transactions in the investee company's own instruments to ensure that the valuation techniques that will be employed to value the investee company investment on subsequent measurement dates begin with assumptions that are consistent with the original observed transaction as well as any more recent observed transactions in the instruments issued by the investee company.

Our investments in equity securities of private entities at December 31, 2024 and 2023, includes $51 million originally invested in Yanolja Co., Ltd. ("Yanolja").

Certain observable transactions subsequent to our original investment resulted in an adjusted carrying value of $306 million for the investment as of December 31, 2021.

See Note 12 to our Consolidated Financial Statements for information about our [removed: convertible] [added: outstanding] senior [removed: notes due in May 2025 ("May 2025 Notes") and other debt.][added: notes.]

[removed: Excluding the effect on the fair value of our convertible senior notes, a] [added: A] hypothetical 100 basis point (1.0%) decrease in interest rates would have resulted in an increase in the estimated fair value of our nonconvertible debt of approximately [removed: $930 million] [added: $1.1 billion] and [removed: $612] [added: $930] million at December 31, [removed: 2024] [added: 2025] and [removed: 2023,] [added: 2024,] respectively.

For example, our total gross bookings increased [added: year-over-year] by [removed: 10%] [added: 12%] in [removed: 2024 as compared to 2023,] [added: 2025,] but without the impact of changes in foreign currency exchange rates our total gross bookings increased year-over-year on a [removed: constant-currency] [added: constant currency] basis by approximately [removed: 11%.][added: 10%.]

[removed: We] [added: During the years ended December 31, 2025, 2024, and 2023, we] also [removed: designate] [added: designated] certain portions of the aggregate principal value of our Euro-denominated debt as a hedge of the foreign currency exposure of the net investment in certain Euro functional currency subsidiaries.

A hypothetical 10% decrease in the fair values at December 31, [removed: 2024] [added: 2025] and [removed: 2023] [added: 2024] of our investments in equity securities of publicly-traded companies and private entities would have resulted in a loss, before tax, of approximately [removed: $55] [added: $60] million and [removed: $45] [added: $55] million, respectively, being recognized in net income.

Our total revenues increased year-over-year by 13% in 2025, including a benefit of about 3% from changes in foreign currency exchange rates.

Our convertible senior notes are more sensitive to the equity market price volatility of our shares than changes in interest rates.

The fair value of the convertible senior notes will likely increase as the market price of our shares increases and will likely decrease as the market price of our shares falls.

The May 2025 Notes are currently convertible at the option of the holder.

As of November 1, 2024, at maturity, the note holders are entitled to repayment of the principal amount of the May 2025 Notes in cash, and if they exercise their option to convert, they are entitled to cash payment for the conversion premium, which is the conversion value in excess of the principal amount.

During the year ended December 31, 2024, we paid $198 million in aggregate upon the conversion of the May 2025 Notes at the note holders' option.

Our total revenues increased by 11% in 2024 as compared to 2023, but without the impact of changes in foreign currency exchange rates, our total revenues increased year-over-year on a constant-currency basis by approximately 12%.

We aim to provide consumers with a best-in-class experience [removed: offering the travel choices they want,] with tailored planning, payment, language, and other [removed: options,] [added: options] seamlessly connecting them with our travel service provider partners.

- achieving record annual room nights in [removed: 2024;][added: 2025;]

- continuing to increase brand awareness [added: and localization] in key [removed: markets] [added: geographies] such as [removed: the U.S., including through high-profile sponsorships in] [added: Asia and] the U.S.;

- increasing adoption of our payments platform and [removed: capabilities.][added: capabilities;]

Our common stock is listed on the NASDAQ Global Select Market under the symbol "BKNG." We refer to our company and [removed: all of] our subsidiaries and brands collectively as "Booking Holdings," the "Company," "we," "our," or "us."

We also earn revenues from [removed: advertising services,] [added: payment facilitation, advertising,] restaurant reservation and management services, travel-related insurance offerings, and other services.

For the year ended December 31, [removed: 2024,] [added: 2025,] we had revenues of [removed: $23.7] [added: $26.9] billion, which we classify as "merchant" revenues, "agency" revenues, and "advertising and other" revenues.

Merchant revenues include travel reservation commissions and transaction net [removed: revenues (i.e.,] [added: revenues, which is] the amount charged to travelers, including the contra-revenue impact of merchandising, less the amount owed to travel service [removed: providers);] [added: providers;] revenues from facilitation of payments such as credit card processing rebates and customer processing fees; and ancillary fees, including travel-related insurance revenues.

- Agency revenues are derived from travel-related transactions where we do not facilitate payments from travelers for the services [removed: provided.][added: provided, and consist almost entirely of travel reservation commissions from Booking.com's accommodation reservations.]

- Advertising and other revenues are derived primarily from (a) revenues earned by KAYAK for sending referrals to [removed: online travel companies ("OTCs") and travel service providers] [added: partners] and for advertising [removed: placements on our platforms and] [added: placements,] (b) revenues earned by OpenTable for its restaurant reservation services and subscription fees for restaurant management [removed: services.][added: services, and (c) revenues earned by our other brands for advertising placements on their platforms.]

- [removed: making] [added: make] it easy for people to [added: plan,] find, book, pay for, and experience travel;

- [removed: offering] [added: offer] platforms, tools, and insights to our [removed: business] partners to drive mutual growth; and

- [removed: operating] [added: operate] our business sustainably and [removed: supporting] [added: support more] sustainable travel choices by our consumers and partners.

We believe that global travel bookings will generally continue to grow while shifting from traditional offline methods to online [removed: channels like ours.][added: channels.]

In particular, we seek to (a) leverage [added: best-in-class] technology to provide consumers with [removed: the best] [added: a great] experience, (b) partner with travel service providers and restaurants to our mutual benefit, (c) operate multiple brands that collaborate with each other, and (d) invest in profitable and sustainable growth.

[removed: Provide the best consumer experience.] [added: Deliver value and an excellent experience to our consumers and partners.] We endeavor to provide consumers with: (a) personalized and easy-to-use online travel services; (b) a comprehensive selection of travel and payment options; (c) informative and useful content; (d) excellent customer service; and (e) value through competitive prices and loyalty programs.

We believe that the growth of our payments capabilities [removed: across the Company] removes friction [removed: from] [added: across] the [removed: booking process] [added: travel experience] and delivers additional value for [removed: travelers] [added: consumers] and partners.

We [removed: continue to execute] [added: are executing] against our long-term strategy to create an ideal [added: AI-powered] traveler experience, offering our customers relevant options and [removed: connections] [added: suggestions] at the times and in the language they want them, making trips booked with us seamless, easy, and valuable.

We refer to this as the "Connected Trip." The goal of our Connected Trip vision is to offer a differentiated and personalized [removed: online] travel planning, booking, payment, and in-trip experience for each trip, enhanced by a robust loyalty program that provides value to travelers and partners across all trips.

We continue to grow our Connected Trip [removed: verticals,] [added: verticals in 2025,] including [removed: 38%] [added: 37%] year-over-year flight ticket [added: growth, and about 80% attraction ticket] growth [removed: in 2024.][added: off a small base.]

We [removed: have also launched] [added: offer] consumer-facing Gen AI [removed: capabilities,] [added: capabilities across our brands,] including [removed: a] trip [removed: planner, an] [added: planners,] AI [removed: assistant] [added: assistants] to answer consumer queries, and a price comparison tool.

[added: Partners also benefit from our] trusted brands and marketing efforts, expertise in offering an excellent consumer experience, and ability to offer their inventory in markets and to consumers that they may otherwise be unable or unlikely to reach, for instance due to language or payments services we can offer on their behalf.

We also regularly evaluate and may pursue potential strategic acquisitions, partnerships, joint ventures, or [removed: investments as part of our long-term business strategy.][added: investments.]

At December 31, [removed: 2024,] [added: 2025,] Booking.com offered accommodation reservation services for approximately [removed: 4.0] [added: 4.4] million properties in over 220 countries and territories and in over 40 languages, consisting of approximately 500,000 hotels, motels, and resorts and approximately [removed: 3.5] [added: 3.9] million homes, apartments, and other unique places to stay.

[removed: In 2024, globally Booking.com] [added: It also] offered [removed: flights in over 55 markets and] in-destination tours and [removed: activities in 1,700 cities, as well as] [added: activities,] rental car reservation [removed: services in over 42,000 locations] [added: services,] and ground transportation services [removed: at approximately 1,900 airports.][added: across thousands of locations worldwide.]

Priceline offers online accommodation, flight, and rental car reservation services, as well as vacation packages, cruises, activity, and [removed: hotel distribution services for partners and affiliates.][added: affiliate programs.]

Agoda also offers flight, ground transportation, and [removed: activities reservation services.][added: attractions.]

KAYAK. KAYAK, headquartered in [removed: Stamford,] [added: Norwalk,] Connecticut, provides online meta-search services that allow consumers to easily search and compare travel itineraries and prices from hundreds of online travel platforms at once.

[removed: With significant operations] [added: Headquartered] in San Francisco, California, OpenTable provides online restaurant reservation services to consumers and reservation management services to restaurants, primarily in the United States.

[removed: Some of our] [added: Our] current and potential competitors include the largest global technology companies, which have significantly more [removed: customers or users,] [added: consumers,] consumer data, and resources than we do, and may be able to leverage other aspects of their businesses [removed: (e.g., search or mobile device businesses, or Gen AI capabilities)] to compete more effectively with us.

We [removed: currently,] [added: currently] or may in the [removed: future,] [added: future] compete with [removed: a variety of companies,] [added: companies] including:

- online [removed: travel or] [added: travel,] restaurant [removed: reservation services] [added: reservation,] and meta-search services;

- travel service providers [removed: (e.g., accommodations,] [added: (such as hotels, airlines, and] rental car [removed: companies, or airlines);][added: companies);]

- traditional travel agencies, travel management companies, wholesalers, [removed: tour operators,] and [removed: financial institutions;][added: tour operators;]

- companies offering software solutions and technology services to travel service [removed: providers; and][added: providers.]

Violations of laws or regulations could result in fines, penalties, and criminal sanctions against us, our officers or employees, and prohibitions [added: or interruptions] on how or where we conduct our business.

For further [removed: discussion of these regulations and how other global regulations may impact our business,] [added: discussion,] see Part I, Item 1A, Risk Factors - "*Information Security, Cybersecurity, and Data Privacy Risks*" and "*Legal, Regulatory, Compliance, and Reputational Risks*."

We are [added: continually] modernizing our technology by building new applications with modern development tools and application programming interfaces, and we increasingly rely upon public cloud infrastructure.

The systems infrastructure and web and database servers of our [removed: worldwide] operations are hosted in data centers in Europe, Asia, and North America, and each provides services and support typical of hosted data centers.

We generally recognize our marketing [removed: activities] [added: expenses] as [removed: the expense is] [added: they are] incurred, which is typically in the quarter when the gross bookings for the associated reservations are recognized.

We are proud of the meaningful progress we are making on our strategic initiatives as we continue to create more value for our consumers and partners, including:

- integrating new generative artificial intelligence ("Gen AI") features to enhance the consumer and partner experience and drive efficiencies in our operations;

- continued advancement towards our Connected Trip vision to make planning, booking, and traveling simpler, more personalized, and seamless;

- expanding Booking.com's Genius loyalty program across verticals and continuing to improve loyalty programs across our brands to provide a more personalized experience for consumers and incremental value to partners;

- partnering with leading Gen AI organizations;

- executing on our Transformation Program (as defined below) to drive efficiency and help create capacity for reinvestments in our strategic priorities for long-term value creation; and

- broadening our supply and increasing flight and attraction ticket growth at Booking.com and Agoda.

We aim to:

- provide consumers with comprehensive choices and value, including expanding the range of travel-related products and services available on our platforms;

- create innovative and valuable Gen AI-powered consumer and partner offerings;

In the near term, we are focused on providing consumers the ability to build a complete travel itinerary from AI-powered inspiration and planning to in-trip suggestions for attraction options.

Gen AI has also improved customer service resolution times and customer satisfaction.

We also aim to establish mutually beneficial relationships with our partners.

We offer Gen AI powered tools like Smart Messenger and Auto-Reply to enable partners to engage with guests more efficiently.

Invest in profitable and sustainable growth. We seek to operate our business to drive long-term profitability and growth.

We have made significant investments in people, technology, marketing, and our travel offerings, particularly towards our strategic initiatives such as the Connected Trip, payments, and in key regions such as Asia and the U.S. In 2025, we continued our investments in Gen AI to accelerate internal productivity and improve the consumer and partner experience.

Through our Transformation Program (as defined below) we are driving efficiencies to create capacity to invest in long-term growth.

In 2025, Booking.com offered flights in over 55 markets.

Competing offerings can be launched at a relatively low cost, with the pace of innovation increasing and the cost to do so decreasing as a result of Gen AI.

- companies offering Gen AI-powered assistants and agents, or other AI-powered offerings;

- financial services and credit card companies; and

Our business operates globally and is subject to a wide range and sometimes conflicting set of evolving laws and regulations across multiple jurisdictions including those relating to payments, the digital marketplace, data protection and privacy, competition, consumer protection, and the travel industry (e.g., the EU's Travel Package Directive).

We expend significant cost and effort to maintain compliance programs, systems, and controls in response to these requirements and to meet expectations of stakeholders.

As we evolve our offerings or as governments implement new or evolving views of laws and regulations, the scope and complexity of compliance will increase.

For example, following the European Commission's designation of us as a gatekeeper under the Digital Markets Act ("DMA") and Booking.com as a "Very Large Online Platform" under the Digital Services Act ("DSA"), we became subject to new requirements and scrutiny.

Similarly, as we expand our payment offerings, any failure by us to comply with changes in European payment services regulation, including Payments Services Directive 3 and the proposed Payment Services Regulation, could limit our ability to offer certain payment features in the European Union.

In 2025, our gross bookings were generally similar in each quarter of the year, with a slightly above-average amount booked in the third quarter and a slightly below-average amount booked in the fourth quarter.

We also retain independent contractors to support certain functions.

We view our engagement surveys as an important tool for management to solicit and respond to employee feedback.

We intend to use the Investor Relations page of our website (ir.bookingholdings.com) to disclose material information for purposes of the SEC's Regulation Fair Disclosure.

We encourage our investors to monitor this website in addition to our other public announcements and SEC filings as information posted on that page could be deemed to be material information.

We are proud that, despite ongoing challenges to our global community such as the wars in Ukraine and the Middle East and the impact of inflation, we continued our efforts to make our brands the most trusted and convenient platforms for consumers and partners, including:

- improving our loyalty programs, particularly by expanding the Genius program at Booking.com into more travel verticals;

- further integrating generative artificial intelligence ("Gen AI") technology into our offerings to add value for consumers and partners;

- using Gen AI to drive efficiencies in our operations;

- seeking to more effectively manage operating expenses to increase organizational agility and create more capacity for reinvestment, with plans to continue expense reduction in 2025;

- improving and expanding our flight offering at Booking.com and Agoda, and offering more opportunities for consumers to discover and book Connected Trips; and

These include transactions where travelers book accommodation, rental car, airline reservations, and other travel related services.

Agency revenues consist almost entirely of travel reservation commissions from our reservation services.

Substantially all of our agency revenue is from Booking.com's accommodation reservations.

We aim to demonstrate global leadership in online travel bookings and related services by:

- providing consumers with the most comprehensive choices and value on any device;

We focus on relentless innovation and execution and a commitment to serve both consumers and partners with unmatched service and best-in-class technology.

We continue to innovate to meet the needs of our consumers and partners through intuitive, easy-to-use websites and mobile apps.

An increasing percentage of our room nights are booked on our mobile apps.

In the near term, we are focused on providing consumers the ability to build a complete travel itinerary by enabling them to travel to their destination by flight or rental car, make a reservation with one of our accommodation partners, and experience an attraction while on their trip.

We believe Gen AI has the potential to enhance our Connected Trip offering.

We strive to provide excellent customer service, including through call centers and online platforms and the use of virtual assistants.

Partner with travel service providers and restaurants. We aim to establish mutually beneficial relationships with our partners around the world.

They also benefit from our

Invest in profitable and sustainable growth. We seek to offer online services that meet the needs and the expectations of consumers and partners and that we believe will result in mutual long-term profitability and growth.

We have made significant investments in people, technology, marketing, and added or expanded travel offerings.

In 2024, we continued our investments in Gen AI to benefit internal productivity and improve the consumer and partner experience.

Current and new competitors launch new services at a relatively low cost.

For example, Google's online travel offerings have grown rapidly in this area by linking travel search services to its dominant search functionality through flight, hotel, and alternative accommodations meta-search products, and by integrating such products into its Google Maps app.

- companies offering AI agents powered by Gen AI via leveraging e.g., virtual assistants.

Our business is affected by regulations of governments and regulatory authorities around the world, many of which are evolving and subject to revised and novel interpretations.

Even if we are compliant, doing business in certain jurisdictions or violations of these laws and regulations by the parties with which we conduct business risks harming our reputation and brands.

Regulations that may impact us include:

- *Data Protection and Privacy*: We have policies and a governance framework to comply with privacy laws that apply to our business, meet evolving stakeholder expectations, and support innovation and growth.

Regulations such as the EU's General Data Protection Regulation ("GDPR"), the California Consumer Privacy Act (the "CCPA") and other comprehensive state consumer privacy laws impose significant compliance obligations and costs.

Other jurisdictions have adopted or may adopt similar data protection regulations.

Some of these laws afford consumers a private right of action against companies like ours for certain statutory violations.

- *Competition, Consumer Protection and Online Commerce*: Competition and consumer protection authorities are increasingly focused on large technology companies and the regulation of digital platforms.

The Digital Markets Act ("DMA") and Digital Services Act ("DSA") give EU regulators more instruments to investigate and regulate digital businesses and impose rules and requirements on online platforms, including those designated as "gatekeepers" under the DMA, with separate rules for "Very Large Online Platforms" ("VLOPs") under the DSA.

The European Commission has designated the Company as a gatekeeper under the DMA for the service provided through Booking.com and Booking.com as a VLOP under the DSA.

- *Regulation of the Travel Industr*y: Our business is impacted by travel-related regulations such as local regulation of alternative accommodations or measures to address the issues of "overtourism" and the impact of tourism on the climate.

Further, some parts of our business are already subject to certain requirements of the EU Package Travel Directive (the "Package Directive"), and as our offerings continue to diversify and expand, we may become subject to additional requirements of the Package Directive or other regulations.

- *Payment*s: As we expand our payments services to consumers and business partners in different geographies, we are subject to additional regulations, such as local financial services or export control regulations and license requirements, which has resulted in increased compliance costs and complexities, including those associated with the implementation of new or advanced internal controls.

We are also subject to payment card association rules and obligations under our contracts with payment card processors, including the Payment Card Industry Data Security Standard, compliance with which is complex and costly.

Our systems connect us with vendors and partners.

A description of any material legal proceedings to which we are a party is included in [Note [removed: 16](#ie43de95e17174135bd4338da6fb8fb7c_184)] [added: 16](#i520d0de07f6b49c5b84e7212c6cc1842_187)] to our Consolidated Financial Statements included in this Annual Report on Form 10-K for the year ended December 31, [removed: 2024,] [added: 2025,] and is incorporated into this Item 3 by reference.

For the fiscal year ended: December 31, [removed: 2024][added: 2025]

Commission File [removed: No.:] [added: Number:] 1-36691

| [removed: 0.100%] [added: 3.000%] Senior Notes Due [removed: 2025] [added: 2030] | | | | | | BKNG [removed: 25] [added: 30] | | | | | | The NASDAQ Stock Market LLC | | | | | |

The aggregate market value of common stock held by non-affiliates of Booking Holdings Inc. at June 30, [removed: 2024] [added: 2025] was approximately [removed: $133.1] [added: $187.4] billion based upon the closing price reported for such date on the NASDAQ Global Select Market.

For purposes of this disclosure, shares of common stock held by executive officers and directors of Booking Holdings Inc. on June 30, [removed: 2024] [added: 2025] have been excluded because such persons may be deemed to be affiliates of Booking Holdings Inc. This determination of affiliate status is not necessarily a conclusive determination for other purposes.

The number of outstanding shares of Booking Holdings Inc.'s common stock was [removed: 32,815,201] [added: 31,673,346] at February [removed: 13, 2025.][added: 10, 2026.]

The information required by Part III of this Annual Report on Form 10-K, to the extent not set forth in this Form 10-K, is incorporated herein by reference from Booking Holdings Inc.'s definitive proxy statement relating to its annual meeting of stockholders to be held on June [removed: 3, 2025,] [added: 2, 2026,] to be filed with the Securities and Exchange Commission within 120 days after the end of Booking Holdings Inc.'s fiscal year ended December 31, [removed: 2024.][added: 2025.]

Booking Holdings Inc. Annual Report on Form 10-K for the Year Ended December 31, [removed: 2024] [added: 2025] Index

| [Special Note Regarding Forward Looking [removed: Statements](#ie43de95e17174135bd4338da6fb8fb7c_10)] [added: Statements](#i520d0de07f6b49c5b84e7212c6cc1842_10)] | | | | | | [removed: [1](#ie43de95e17174135bd4338da6fb8fb7c_10)] [added: [1](#i520d0de07f6b49c5b84e7212c6cc1842_10)] | | |

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| [PART [removed: III](#ie43de95e17174135bd4338da6fb8fb7c_76)] [added: III](#i520d0de07f6b49c5b84e7212c6cc1842_85)] | | | | | | [removed: [45](#ie43de95e17174135bd4338da6fb8fb7c_76)] [added: [39](#i520d0de07f6b49c5b84e7212c6cc1842_85)] | | |

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| [Consolidated Financial [removed: Statements](#ie43de95e17174135bd4338da6fb8fb7c_106)] [added: Statements](#i520d0de07f6b49c5b84e7212c6cc1842_115)] | | | | | | [removed: [54](#ie43de95e17174135bd4338da6fb8fb7c_106)] [added: [48](#i520d0de07f6b49c5b84e7212c6cc1842_115)] | | |

| | | | | | | | | | | | | | | | | | |

| 3.125% Senior Notes Due 2031 | | | | | | BKNG 31A | | | | | | The NASDAQ Stock Market LLC | | | | | |

| 3.625% Senior Notes Due 2035 | | | | | | BKNG 35 | | | | | | The NASDAQ Stock Market LLC | | | | | |

| 4.125% Senior Notes Due 2038 | | | | | | BKNG 38 | | | | | | The NASDAQ Stock Market LLC | | | | | |

| 4.500% Senior Notes Due 2046 | | | | | | BKNG 46 | | | | | | The NASDAQ Stock Market LLC | | | | | |

| | | | | | | | | | | | | | | | | | |

| [PART I](#i520d0de07f6b49c5b84e7212c6cc1842_13) | | | | | | [1](#i520d0de07f6b49c5b84e7212c6cc1842_13) | | |

| [PART II](#i520d0de07f6b49c5b84e7212c6cc1842_37) | | | | | | [22](#i520d0de07f6b49c5b84e7212c6cc1842_37) | | |

| [PART IV](#i520d0de07f6b49c5b84e7212c6cc1842_103) | | | | | | [39](#i520d0de07f6b49c5b84e7212c6cc1842_103) | | |

| [Signatures](#i520d0de07f6b49c5b84e7212c6cc1842_112) | | | | | | [46](#i520d0de07f6b49c5b84e7212c6cc1842_112) | | |

| [PART I](#ie43de95e17174135bd4338da6fb8fb7c_13) | | | | | | [1](#ie43de95e17174135bd4338da6fb8fb7c_13) | | |

| [PART II](#ie43de95e17174135bd4338da6fb8fb7c_37) | | | | | | [25](#ie43de95e17174135bd4338da6fb8fb7c_37) | | |

| [PART IV](#ie43de95e17174135bd4338da6fb8fb7c_94) | | | | | | [46](#ie43de95e17174135bd4338da6fb8fb7c_94) | | |

| [Signatures](#ie43de95e17174135bd4338da6fb8fb7c_103) | | | | | | [52](#ie43de95e17174135bd4338da6fb8fb7c_103) | | |

[removed: Identifying, assessing, and managing cybersecurity] [added: Cybersecurity] risk is generally integrated into our overall risk management processes.

The Company's [removed: internal audit function, with primary oversight by the Audit Committee, assesses key risks facing the organization, which are reviewed and discussed by the Company's] management-level risk committee [removed: (a multi-disciplinary committee including] [added: (which includes] representation from senior management in the finance, internal audit, [added: cybersecurity,] and legal functions, among [removed: others).][added: others) identifies and assesses key risks facing the organization.]

[removed: The risk] [added: This] committee is tasked with ensuring risks, including those related to cybersecurity, are managed and aligning strategic objectives with an appropriate level of risk tolerance.

The Cyber Risk Management Policy [removed: (the "Policy")] establishes the framework for our cybersecurity risk management and [removed: governance.][added: governance, and our security teams operationalize the policy across the Company and conduct cyber risk identification, assessment, management, and reporting.]

Our privacy teams are responsible for [removed: identifying, assessing, managing, and reporting on] [added: managing] data protection [removed: risks.][added: risks, including tracking certain risks across the business.]

We leverage the National Institute of Standards and Technology [removed: (NIST)] [added: ("NIST")] frameworks for cybersecurity and privacy.

We annually measure our security and privacy program maturity against the NIST [removed: frameworks,] [added: frameworks] and engage a [removed: third-party] [added: third party] every other year to assess [removed: the current state] against these frameworks.

The results of these assessments are discussed with the Board [added: of Directors] and the Cybersecurity Subcommittee of the Audit Committee.

[removed: As part of the Company's risk management strategy,] [added: Among other things,] we require [removed: that] all employees [added: to] complete regular data security and privacy trainings, and conduct phishing tests and specialized training such as secure coding training for our developers.

Our security teams have established procedures for [removed: identifying, assessing,] [added: identifying] and [removed: managing,] [added: managing] cybersecurity incidents.

Our internal audit function performs its own cybersecurity and privacy audits and reviews certain related practices as part of [removed: their assessment of] [added: assessing] our internal control over financial reporting.

[removed: We rely on certain third-party computer systems and third-party] [added: Third-party] service [removed: providers,] [added: providers upon which we depend,] including global distribution systems [removed: ("GDSs")] [added: ("GDSs"), payment service providers,] and computerized central travel reservation [removed: systems in connection with providing some of] [added: systems, may access] our [removed: services.][added: data and connect to our computer networks.]

We do not believe these [removed: cybersecurity] incidents have had a material adverse effect on our Company, including our [removed: business strategy,] [added: business,] results of operations, or financial condition.

[removed: For further discussion, see] [added: See] Part I, Item 1A, Risk Factors - "Information Security, Cybersecurity, and Data Privacy Risks."

The Cybersecurity Subcommittee of the Audit Committee oversees management's efforts and processes to identify, assess, and manage significant cybersecurity and privacy risks and regulatory [removed: developments in this area.][added: developments.]

[removed: The cybersecurity] [added: Cybersecurity] and privacy leaders meet with the Cybersecurity Subcommittee to discuss the [removed: Company's cybersecurity and data protection risk exposures, including] steps management has taken to [removed: assess and] manage [removed: such] [added: relevant risk] exposures and their potential impact on the Company's business, operations, and reputation.

The individuals serving in the roles of chief security officer and chief privacy officer have enterprise-wide responsibility for [removed: assessing and] managing cybersecurity, data protection and security, and privacy risks, respectively.

The Company's internal audit function, with primary oversight by the Audit Committee, reviews and audits various aspects of the Company's risk management program to evaluate whether cybersecurity risks are appropriately identified and managed.

Our processes for managing cybersecurity risks are embedded across our business.

We also undertake various integrated planning and preparedness activities, such as tabletop simulations, vulnerability tests, and red team exercises to evaluate the effectiveness of our security and privacy program and improve our security measures and planning.

We also maintain incident response and recovery plans for critical systems that address our response to a cybersecurity incident, and such plans are tested and evaluated on a periodic basis.

Incidents are first triaged for severity, and then assessed and escalated as appropriate by a cross functional working group of security, privacy, and legal personnel (consulting with outside counsel or experts as appropriate).

We have experienced cybersecurity incidents and threats.

However, the threat landscape is continuously evolving and we, along with others operating digital platforms, face persistent and increasingly sophisticated threats.

Our security teams operationalize the Policy across the Company and conduct cyber risk identification, assessment, management, and reporting.

A cross-functional working group of security, privacy, and legal personnel review potentially significant incidents.

If an incident could be deemed material, it is escalated, and we consult with outside counsel as appropriate.

We also depend upon various third parties to process payments for certain transactions.

These third-party business partners, service providers, and consultants need to access our customer and other data, and connect to our computer networks.

We have experienced cybersecurity incidents and threats, including malware, phishing, account takeover attacks, denial-of-service attacks, and inadvertent disclosures of data.

However, the cybersecurity threat environment is increasingly challenging, and we, along with the entire digital ecosystem, face a constant and increasing threat.

At February [removed: 13, 2025,] [added: 10, 2026,] there were approximately [removed: 111] [added: 99] shareholders of record of Booking Holdings Inc.'s common stock.

Pursuant to the dividend policy, cash dividends of $1.2 billion were paid during the year ended December 31, [removed: 2024] [added: 2025] and in February [removed: 2025,] [added: 2026,] the Board declared a cash dividend of [removed: $9.60] [added: $10.50] per share of common stock, payable on March 31, [removed: 2025] [added: 2026] to stockholders of record as of the close of business on March [removed: 7, 2025.][added: 6, 2026.]

The following graph shows the total stockholder return through December 31, [removed: 2024] [added: 2025] of an investment of $100 in cash on December 31, [removed: 2019] [added: 2020] for our common stock and an investment of $100 in cash on December 31, [removed: 2019] [added: 2020] for (i) the NASDAQ Composite Index, (ii) the Standard and Poor's 500 Index, and (iii) the Research Data Group ("RDG") Internet Composite Index.

][added: Chart 2025.jpg](https://www.sec.gov/Archives/edgar/data/1075531/000107553126000009/bkng-20251231_g2.jpg)]

The following table sets forth information relating to repurchases of our equity securities during the three months ended December 31, [removed: 2024] [added: 2025] (in billions, except share and per share data):

[removed: (3)] [added: (4)] Pursuant to a general authorization, not publicly announced, whereby we are authorized to repurchase shares of our common stock to satisfy employee withholding tax obligations related to stock-based compensation.

The table above does not include adjustments during the three months ended December 31, [removed: 2024] [added: 2025] to previously withheld share amounts [removed: (reduction of 40 shares)] that reflect changes to the estimates of employee tax withholding obligations.

| 2020 | | | | | | 100.00 | | | | | | 100.00 | | | | | | 100.00 | | | | | | 100.00 | | |

| 2021 | | | | | | 107.72 | | | | | | 122.18 | | | | | | 128.71 | | | | | | 97.88 | | |

| 2022 | | | | | | 90.48 | | | | | | 82.43 | | | | | | 105.40 | | | | | | 59.35 | | |

| 2023 | | | | | | 159.26 | | | | | | 119.22 | | | | | | 133.10 | | | | | | 86.60 | | |

| 2024 | | | | | | 225.04 | | | | | | 154.48 | | | | | | 166.40 | | | | | | 115.41 | | |

| 2025 | | | | | | 244.36 | | | | | | 187.14 | | | | | | 196.16 | | | | | | 138.27 | | |

During the year ended December 31, 2025, we repurchased shares of our common stock for an aggregate cost of $6.4 billion, including $532 million to repurchase shares of our common stock withheld to satisfy employee withholding tax obligations related to stock-based compensation.

| October 1, 2025 – | | | | | | 125,148 | | | (2) | | | $ | 5,171 | | | | | 125,148 | | | | | | $ | 23.3 | | | | | (2) (3) | | |

| October 31, 2025 | | | | | | 987 | | | (4) | | | $ | 5,154 | | | | | N/A | | | | | | N/A | | | | | | | | |

| November 1, 2025 – | | | | | | 187,491 | | | (2) | | | $ | 4,898 | | | | | 187,491 | | | | | | $ | 22.4 | | | | | (2) (3) | | |

| November 30, 2025 | | | | | | 1,205 | | | (4) | | | $ | 5,050 | | | | | N/A | | | | | | N/A | | | | | | | | |

| December 1, 2025 – | | | | | | 103,385 | | | (2) | | | $ | 5,216 | | | | | 103,385 | | | | | | $ | 21.8 | | | | | (2) (3) | | |

| December 31, 2025 | | | | | | 549 | | | (4) | | | $ | 5,197 | | | | | N/A | | | | | | N/A | | | | | | | | |

| Total | | | | | | 418,765 | | | | | | | | | | | | 416,024 | | | | | | $ | 21.8 | | | | | | | |

(3) In the first quarter of 2025, the Board authorized a program to repurchase up to $20 billion of our common stock.

| 2019 | | | | | | 100.00 | | | | | | 100.00 | | | | | | 100.00 | | | | | | 100.00 | | |

| 2020 | | | | | | 108.45 | | | | | | 144.92 | | | | | | 118.40 | | | | | | 137.32 | | |

| 2021 | | | | | | 116.82 | | | | | | 177.06 | | | | | | 152.39 | | | | | | 134.41 | | |

| 2022 | | | | | | 98.13 | | | | | | 119.45 | | | | | | 124.79 | | | | | | 81.50 | | |

| 2023 | | | | | | 172.72 | | | | | | 172.77 | | | | | | 157.59 | | | | | | 118.93 | | |

| 2024 | | | | | | 244.06 | | | | | | 223.87 | | | | | | 197.02 | | | | | | 158.48 | | |

| October 1, 2024 – | | | | | | 106,814 | | | (2) | | | $ | 4,306 | | | | | 106,814 | | | | | | $ | 8.3 | | | | | (2) | | |

| October 31, 2024 | | | | | | 100 | | | (3) | | | $ | 4,367 | | | | | N/A | | | | | | N/A | | | | | | | | |

| November 1, 2024 – | | | | | | 68,062 | | | (2) | | | $ | 4,995 | | | | | 68,062 | | | | | | $ | 8.0 | | | | | (2) | | |

| November 30, 2024 | | | | | | 3,151 | | | (3) | | | $ | 4,912 | | | | | N/A | | | | | | N/A | | | | | | | | |

| December 1, 2024 – | | | | | | 61,465 | | | (2) | | | $ | 5,127 | | | | | 61,465 | | | | | | $ | 7.7 | | | | | (2) | | |

| December 31, 2024 | | | | | | 251 | | | (3) | | | $ | 5,100 | | | | | N/A | | | | | | N/A | | | | | | | | |

| Total | | | | | | 239,843 | | | | | | | | | | | | 236,341 | | | | | | $ | 7.7 | | | | | | | |

The following Consolidated Financial Statements of the Company and the report of our independent registered public accounting firm are filed as part of this Annual Report on Form 10-K (See Part IV, Item 15, Exhibits and Financial Statement Schedules): Consolidated Balance Sheets at December 31, [removed: 2024] [added: 2025] and [removed: 2023;] [added: 2024;] Consolidated Statements of Operations, Consolidated Statements of Comprehensive Income, Consolidated Statements of Changes in Stockholders' [removed: (Deficit) Equity,] [added: Deficit,] and Consolidated Statements of Cash Flows for the years ended December 31, [added: 2025,] 2024, [removed: 2023,] and [removed: 2022;] [added: 2023;] Notes to our Consolidated Financial Statements; and Report of Independent Registered Public Accounting Firm.

Under the supervision and with the participation of [removed: our] management, including our principal executive officer and our principal financial officer, we [removed: conducted an evaluation of] [added: evaluated] our disclosure controls and procedures, as defined under Exchange Act Rule 13a-15(e).

Under the supervision and with the participation of [removed: our] management, including our principal executive officer and principal financial officer, we conducted an evaluation of the effectiveness of our internal control over financial reporting based on the framework in the *Internal Control - Integrated Framework (2013)* issued by the Committee of Sponsoring Organizations of the Treadway Commission.

Based on [removed: our] [added: this] evaluation, our management concluded that our internal control over financial reporting was effective as of December 31, [removed: 2024.][added: 2025.]

*Changes in Internal Controls.* We continue to monitor [added: ongoing] changes [removed: related] to [removed: the ongoing implementation of the integration and upgrade of financial] systems and processes to determine the impact on internal control over financial reporting (as [removed: such term is] defined in Exchange Act Rule 13a-15(f)).

No change in our internal control over financial reporting occurred during the three months ended December 31, [removed: 2024] [added: 2025] that materially affected, or is reasonably likely to materially affect, our internal control over financial reporting.

We have audited the internal control over financial reporting of Booking Holdings Inc. and subsidiaries (the "Company") as of December 31, [removed: 2024,] [added: 2025,] based on criteria established in *Internal Control - Integrated Framework (2013)* issued by the Committee of Sponsoring Organizations of the Treadway Commission (COSO).

In our opinion, the Company maintained, in all material respects, effective internal control over financial reporting as of December 31, [removed: 2024,] [added: 2025,] based on criteria established in *Internal Control - Integrated Framework (2013)* issued by COSO.

We have also audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States) (PCAOB), the consolidated financial statements as of and for the year ended December 31, [removed: 2024,] [added: 2025,] of the Company and our report dated February [removed: 20, 2025,] [added: 18, 2026,] expressed an unqualified opinion on those financial statements.

February 18, 2026

February 20, 2025

None.

Disclosure pursuant to Section 219 of the Iran Threat Reduction and Syria Human Rights Act of 2012 and 13(r) of the Exchange Act

As previously reported in the Quarterly Report on Form 10-Q filed with the SEC on August 1, 2024, the following activities are disclosed as required by Section 219 of the Iran Threat Reduction and Syria Human Rights Act of 2012 and Section 13(r) of the Securities Exchange Act of 1934, as amended.

The Company has determined that a limited number of bookings were made through Agoda at accommodations in Iran that were ultimately owned or controlled by the Government of Iran and covered by the travel exemption in applicable U.S. sanctions regulations, as well as one booking at a property that may be owned by a party blocked pursuant to Executive Order No. 13224, for which the travel exemption is not available (the Company has notified, and intends to cooperate with, relevant authorities regarding this booking).

The bookings resulted in gross revenues of approximately $1,000 and no net profit.

Agoda does not intend to continue these activities or transactions.

Rule 10b5-1 Trading Plans

On December 9, 2024, Glenn D.

Fogel, Director, Chief Executive Officer, and President, adopted a trading plan intended to satisfy the affirmative defense of Rule 10b5-1(c) to sell a designated percentage of the net number of the shares resulting from the vesting of his Performance Share Units and Restricted Stock Units.

The trading plan will be effective on May 15, 2025 and end on April 15, 2026.

On November 26, 2024, Peter J.

Millones, Executive Vice President and General Counsel, adopted a trading plan intended to satisfy the affirmative defense of Rule 10b5-1(c) for the sale of up to 6,502 shares of the Company's common stock with sales starting on May 26, 2026 and ending on May 31, 2027.

Information required by Part III, Item 10 will be included in our Proxy Statement relating to our [removed: 2025] [added: 2026] annual meeting of stockholders to be filed with the Securities and Exchange Commission within 120 days after the end of our fiscal year ended December 31, [removed: 2024,] [added: 2025,] and is incorporated herein by reference.

A copy of the Company's insider trading policy is [removed: filed with] [added: incorporated by reference in] this Annual Report on Form 10-K as Exhibit 19.1.

Information required by Part III, Item 11 will be included in our Proxy Statement relating to our [removed: 2025] [added: 2026] annual meeting of stockholders to be filed with the Securities and Exchange Commission within 120 days after the end of our fiscal year ended December 31, [removed: 2024,] [added: 2025,] and is incorporated herein by reference.

Information required by Part III, Item 12 will be included in our Proxy Statement relating to our [removed: 2025] [added: 2026] annual meeting of stockholders to be filed with the Securities and Exchange Commission within 120 days after the end of our fiscal year ended December 31, [removed: 2024,] [added: 2025,] and is incorporated herein by reference.

Information required by Part III, Item 13 will be included in our Proxy Statement relating to our [removed: 2025] [added: 2026] annual meeting of stockholders to be filed with the Securities and Exchange Commission within 120 days after the end of our fiscal year ended December 31, [removed: 2024,] [added: 2025,] and is incorporated herein by reference.

Information required by Part III, Item 14 will be included in our Proxy Statement relating to our [removed: 2025] [added: 2026] annual meeting of stockholders to be filed with the Securities and Exchange Commission within 120 days after the end of our fiscal year ended December 31, [removed: 2024,] [added: 2025,] and is incorporated herein by reference.

The following Consolidated Financial Statements of the Company and the report of our independent registered public accounting firm are filed as part of this Annual Report on Form 10-K: Consolidated Balance Sheets at December 31, [removed: 2024] [added: 2025] and [removed: 2023;] [added: 2024;] Consolidated Statements of Operations, Consolidated Statements of Comprehensive Income, Consolidated Statements of Changes in Stockholders' [removed: (Deficit) Equity,] [added: Deficit,] and Consolidated Statements of Cash Flows for the years ended December 31, [added: 2025,] 2024, [removed: 2023,] and [removed: 2022;] [added: 2023;] Notes to our Consolidated Financial Statements; Report of Independent Registered Public Accounting Firm; and Schedule I - Condensed Financial Information of Parent (Booking Holdings Inc.).

| [removed: [3.3](https://www.sec.gov/Archives/edgar/data/1075531/000107553121000036/amendedby-lawsex32.htm)(b)] [added: [3.3](https://www.sec.gov/Archives/edgar/data/1075531/000107553125000043/bkng-arbyxlawsxadoptedocto.htm)(yy)] | | | Amended and Restated By-Laws of Booking Holdings Inc., dated as of [removed: June 4, 2021.] [added: October 16, 2025.] | | |

| [removed: [4.16](https://www.sec.gov/Archives/edgar/data/1075531/000107553122000008/descriptionof2025notes.htm)(ee)] [added: [4.16](https://www.sec.gov/Archives/edgar/data/1075531/000107553122000008/descriptionof2028notes.htm)(ee)] | | | Description of the Company's [removed: 0.100%] [added: 0.500%] Senior Notes due [removed: 2025] [added: 2028] Registered Pursuant to Section 12 of the Securities Exchange Act of 1934. | | |

| [removed: [4.17](https://www.sec.gov/Archives/edgar/data/1075531/000107553122000008/descriptionof2028notes.htm)(ee)] [added: [4.40](https://www.sec.gov/Archives/edgar/data/1075531/000107553124000014/bkng12312310kex445.htm)(rr)] | | | Description of the Company's [removed: 0.500%] [added: 3.625%] Senior Notes due 2028 Registered Pursuant to Section 12 of the Securities Exchange Act of 1934. | | |

| [removed: [4.18](https://www.sec.gov/Archives/edgar/data/1075531/000110465920046353/tm2015100d6_ex4-3.htm)(x)] [added: [4.17](https://www.sec.gov/Archives/edgar/data/1075531/000110465920046353/tm2015100d6_ex4-3.htm)(x)] | | | Form of 4.625% Senior Note due 2030. | | |

| [removed: [4.19](https://www.sec.gov/Archives/edgar/data/1075531/000110465920046353/tm2015100d6_ex4-7.htm)(x)] [added: [4.18](https://www.sec.gov/Archives/edgar/data/1075531/000110465920046353/tm2015100d6_ex4-7.htm)(x)] | | | Officers' Certificate, dated April 13, 2020, with respect to the 4.625% Senior Notes due 2030. | | |

| [removed: [4.20](https://www.sec.gov/Archives/edgar/data/1075531/000110465920046353/tm2015100d6_ex4-4.htm)(x)] [added: [4.19](https://www.sec.gov/Archives/edgar/data/1075531/000110465920046353/tm2015100d6_ex4-4.htm)(x)] | | | Form of 0.750% Convertible Senior Note due 2025. | | |

| [removed: [4.21](https://www.sec.gov/Archives/edgar/data/1075531/000110465920046353/tm2015100d6_ex4-8.htm)(x)] [added: [4.20](https://www.sec.gov/Archives/edgar/data/1075531/000110465920046353/tm2015100d6_ex4-8.htm)(x)] | | | Indenture, dated as of April 14, 2020, between Booking Holdings Inc. and U.S. Bank National Association, as trustee. | | |

| [removed: [4.22](https://www.sec.gov/Archives/edgar/data/1075531/000110465921033367/tm218924d1_ex4-1.htm)(l)] [added: [4.21](https://www.sec.gov/Archives/edgar/data/1075531/000110465921033367/tm218924d1_ex4-2.htm)(l)] | | | Form of [removed: 0.100%] [added: 0.500%] Senior Note due [removed: 2025.] [added: 2028.] | | |

| [removed: [4.23](https://www.sec.gov/Archives/edgar/data/1075531/000110465921033367/tm218924d1_ex4-3.htm)(l)] [added: [4.22](https://www.sec.gov/Archives/edgar/data/1075531/000110465921033367/tm218924d1_ex4-4.htm)(l)] | | | Officers' Certificate, dated March 8, 2021, with respect to the [removed: 0.100%] [added: 0.500%] Senior Notes due [removed: 2025.] [added: 2028.] | | |

| [removed: [4.24](https://www.sec.gov/Archives/edgar/data/1075531/000110465921033367/tm218924d1_ex4-2.htm)(l)] [added: [4.25](https://www.sec.gov/Archives/edgar/data/1075531/000110465922119133/tm2228651d6_ex4-2.htm)(ff)] | | | Form of [removed: 0.500%] [added: 4.250%] Senior Note due [removed: 2028.] [added: 2029.] | | |

| [removed: [4.25](https://www.sec.gov/Archives/edgar/data/1075531/000110465921033367/tm218924d1_ex4-4.htm)(l)] [added: [4.36](https://www.sec.gov/Archives/edgar/data/1075531/000110465923059823/tm2315420d1_ex4-3.htm)(jj)] | | | Officers' Certificate, dated [removed: March 8, 2021,] [added: May 12, 2023,] with respect to the [removed: 0.500%] [added: 3.625%] Senior Notes due 2028. | | |

| [removed: [4.26](https://www.sec.gov/Archives/edgar/data/1075531/000110465922119133/tm2228651d6_ex4-1.htm)(ff)] [added: [4.23](https://www.sec.gov/Archives/edgar/data/1075531/000110465922119133/tm2228651d6_ex4-1.htm)(ff)] | | | Form of 4.000% Senior Note due 2026. | | |

| [removed: [4.27](https://www.sec.gov/Archives/edgar/data/1075531/000110465922119133/tm2228651d6_ex4-5.htm)(ff)] [added: [4.24](https://www.sec.gov/Archives/edgar/data/1075531/000110465922119133/tm2228651d6_ex4-5.htm)(ff)] | | | Officers' Certificate, dated November 15, 2022, with respect to the 4.000% Senior Notes due 2026. | | |

| [removed: [4.28](https://www.sec.gov/Archives/edgar/data/1075531/000110465922119133/tm2228651d6_ex4-2.htm)(ff)] [added: [4.27](https://www.sec.gov/Archives/edgar/data/1075531/000110465922119133/tm2228651d6_ex4-3.htm)(ff)] | | | Form of [removed: 4.250%] [added: 4.500%] Senior Note due [removed: 2029.] [added: 2031.] | | |

| [removed: [4.29](https://www.sec.gov/Archives/edgar/data/1075531/000110465922119133/tm2228651d6_ex4-6.htm)(ff)] [added: [4.26](https://www.sec.gov/Archives/edgar/data/1075531/000110465922119133/tm2228651d6_ex4-6.htm)(ff)] | | | Officers' Certificate, dated November 15, 2022, with respect to the 4.250% Senior Notes due 2029. | | |

| [removed: [4.30](https://www.sec.gov/Archives/edgar/data/1075531/000110465922119133/tm2228651d6_ex4-3.htm)(ff)] [added: [4.29](https://www.sec.gov/Archives/edgar/data/1075531/000110465922119133/tm2228651d6_ex4-4.htm)(ff)] | | | Form of [removed: 4.500%] [added: 4.750%] Senior Note due [removed: 2031.] [added: 2034.] | | |

| [removed: [4.31](https://www.sec.gov/Archives/edgar/data/1075531/000110465922119133/tm2228651d6_ex4-7.htm)(ff)] [added: [4.28](https://www.sec.gov/Archives/edgar/data/1075531/000110465922119133/tm2228651d6_ex4-7.htm)(ff)] | | | Officers' Certificate, dated November 15, 2022, with respect to the 4.500% Senior Notes due 2031. | | |

| [removed: [4.32](https://www.sec.gov/Archives/edgar/data/1075531/000110465922119133/tm2228651d6_ex4-4.htm)(ff)] [added: [4.48](https://www.sec.gov/Archives/edgar/data/1075531/000110465924029963/tm246940d5_ex4-4.htm)(ss)] | | | Form of [removed: 4.750%] [added: 4.000%] Senior Note due [removed: 2034.] [added: 2044.] | | |

| [removed: [4.33](https://www.sec.gov/Archives/edgar/data/1075531/000110465922119133/tm2228651d6_ex4-8.htm)(ff)] [added: [4.30](https://www.sec.gov/Archives/edgar/data/1075531/000110465922119133/tm2228651d6_ex4-8.htm)(ff)] | | | Officers' Certificate, dated November 15, 2022, with respect to the 4.750% Senior Notes due 2034. | | |

| [removed: [4.34](https://www.sec.gov/Archives/edgar/data/1075531/000107553123000016/descriptionof2026notes.htm)(ii)] [added: [4.31](https://www.sec.gov/Archives/edgar/data/1075531/000107553123000016/descriptionof2026notes.htm)(ii)] | | | Description of the Company's 4.000% Senior Notes due 2026 Registered Pursuant to Section 12 of the Securities Exchange Act of 1934. | | |

| [removed: [4.35](https://www.sec.gov/Archives/edgar/data/1075531/000107553123000016/descriptionof2029notes.htm)(ii)] [added: [4.32](https://www.sec.gov/Archives/edgar/data/1075531/000107553123000016/descriptionof2029notes.htm)(ii)] | | | Description of the Company's 4.250% Senior Notes due 2029 Registered Pursuant to Section 12 of the Securities Exchange Act of 1934. | | |

| [removed: [4.36](https://www.sec.gov/Archives/edgar/data/1075531/000107553123000016/descriptionof2031notes.htm)(ii)] [added: [4.33](https://www.sec.gov/Archives/edgar/data/1075531/000107553123000016/descriptionof2031notes.htm)(ii)] | | | Description of the Company's 4.500% Senior Notes due 2031 Registered Pursuant to Section 12 of the Securities Exchange Act of 1934. | | |

| [removed: [4.37](https://www.sec.gov/Archives/edgar/data/1075531/000107553123000016/descriptionof2034notes.htm)(ii)] [added: [4.34](https://www.sec.gov/Archives/edgar/data/1075531/000107553123000016/descriptionof2034notes.htm)(ii)] | | | Description of the Company's 4.750% Senior Notes due 2034 Registered Pursuant to Section 12 of the Securities Exchange Act of 1934. | | |

| [removed: [4.38](https://www.sec.gov/Archives/edgar/data/1075531/000110465923059823/tm2315420d1_ex4-1.htm)(jj)] [added: [4.35](https://www.sec.gov/Archives/edgar/data/1075531/000110465923059823/tm2315420d1_ex4-1.htm)(jj)] | | | Form of 3.625% Senior Note due 2028. | | |

| [removed: [4.39](https://www.sec.gov/Archives/edgar/data/1075531/000110465923059823/tm2315420d1_ex4-3.htm)(jj)] [added: [4.38](https://www.sec.gov/Archives/edgar/data/1075531/000110465923059823/tm2315420d1_ex4-4.htm)(jj)] | | | Officers' Certificate, dated May 12, 2023, with respect to the [removed: 3.625%] [added: 4.125%] Senior Notes due [removed: 2028.] [added: 2033.] | | |

| [removed: [4.40](https://www.sec.gov/Archives/edgar/data/1075531/000110465923059823/tm2315420d1_ex4-2.htm)(jj)] [added: [4.37](https://www.sec.gov/Archives/edgar/data/1075531/000110465923059823/tm2315420d1_ex4-2.htm)(jj)] | | | Form of 4.125% Senior Note due 2033. | | |

| [removed: [4.41](https://www.sec.gov/Archives/edgar/data/1075531/000110465923059823/tm2315420d1_ex4-4.htm)(jj)] [added: [4.52](https://www.sec.gov/Archives/edgar/data/1075531/000110465924121522/tm2428114d3_ex4-4.htm)(tt)] | | | Officers' Certificate, dated [removed: May 12, 2023,] [added: November 21, 2024,] with respect to the [removed: 4.125%] [added: 3.250%] Senior Notes due [removed: 2033.] [added: 2032.] | | |

| [removed: [4.42](https://www.sec.gov/Archives/edgar/data/1075531/000110465923059823/tm2315420d1_ex4-5.htm)(jj)] [added: [4.39](https://www.sec.gov/Archives/edgar/data/1075531/000110465923059823/tm2315420d1_ex4-5.htm)(jj)] | | | Agency Agreement, dated as of May 12, 2023, by and between Booking Holdings Inc., as issuer, Elavon Financial Services DAC, UK Branch, as paying agent, and U.S. Bank Trust Company, National Association, as transfer agent, registrar, and trustee. | | |

| [removed: [4.43](https://www.sec.gov/Archives/edgar/data/1075531/000107553124000014/bkng12312310kex445.htm)(rr)] [added: [4.41](https://www.sec.gov/Archives/edgar/data/1075531/000107553124000014/bkng12312310kex446.htm)(rr)] | | | Description of the Company's [removed: 3.625%] [added: 4.125%] Senior Notes due [removed: 2028] [added: 2033] Registered Pursuant to Section 12 of the Securities Exchange Act of 1934. | | |

| [removed: [4.44](https://www.sec.gov/Archives/edgar/data/1075531/000107553124000014/bkng12312310kex446.htm)(rr)] [added: [4.78](https://www.sec.gov/Archives/edgar/data/1075531/000107553126000009/bkng-ex478xdescriptionofbk.htm)] | | | Description of the Company's 4.125% Senior Notes due [removed: 2033] [added: 2038] Registered Pursuant to Section 12 of the Securities Exchange Act of 1934. | | |

| [removed: [4.45](https://www.sec.gov/Archives/edgar/data/1075531/000110465924029963/tm246940d5_ex4-1.htm)(ss)] [added: [4.42](https://www.sec.gov/Archives/edgar/data/1075531/000110465924029963/tm246940d5_ex4-1.htm)(ss)] | | | Form of 3.500% Senior Note due 2029. | | |

| [removed: [4.46](https://www.sec.gov/Archives/edgar/data/1075531/000110465924029963/tm246940d5_ex4-5.htm)(ss)] [added: [4.43](https://www.sec.gov/Archives/edgar/data/1075531/000110465924029963/tm246940d5_ex4-5.htm)(ss)] | | | Officers' Certificate, dated March 1, 2024, with respect to the 3.500% Senior Notes due 2029. | | |

| [removed: [4.47](https://www.sec.gov/Archives/edgar/data/1075531/000110465924029963/tm246940d5_ex4-2.htm)(ss)] [added: [4.44](https://www.sec.gov/Archives/edgar/data/1075531/000110465924029963/tm246940d5_ex4-2.htm)(ss)] | | | Form of 3.625% Senior Note due 2032. | | |

| [removed: [4.48](https://www.sec.gov/Archives/edgar/data/1075531/000110465924029963/tm246940d5_ex4-6.htm)(ss)] [added: [4.45](https://www.sec.gov/Archives/edgar/data/1075531/000110465924029963/tm246940d5_ex4-6.htm)(ss)] | | | Officers' Certificate, dated March 1, 2024, with respect to the 3.625% Senior Notes due 2032. | | |

| [removed: [4.49](https://www.sec.gov/Archives/edgar/data/1075531/000110465924029963/tm246940d5_ex4-3.htm)(ss)] [added: [4.46](https://www.sec.gov/Archives/edgar/data/1075531/000110465924029963/tm246940d5_ex4-3.htm)(ss)] | | | Form of 3.750% Senior Note due 2036. | | |

| [removed: [4.50](https://www.sec.gov/Archives/edgar/data/1075531/000110465924029963/tm246940d5_ex4-7.htm)(ss)] [added: [4.47](https://www.sec.gov/Archives/edgar/data/1075531/000110465924029963/tm246940d5_ex4-7.htm)(ss)] | | | Officers' Certificate, dated March 1, 2024, with respect to the 3.750% Senior Notes due 2036. | | |

| [removed: [4.51](https://www.sec.gov/Archives/edgar/data/1075531/000110465924029963/tm246940d5_ex4-4.htm)(ss)] [added: [4.51](https://www.sec.gov/Archives/edgar/data/1075531/000110465924121522/tm2428114d3_ex4-1.htm)(tt)] | | | Form of [removed: 4.000%] [added: 3.250%] Senior [removed: Note] [added: Notes] due [removed: 2044.] [added: 2032.] | | |

| [removed: [4.52](https://www.sec.gov/Archives/edgar/data/1075531/000110465924029963/tm246940d5_ex4-8.htm)(ss)] [added: [4.49](https://www.sec.gov/Archives/edgar/data/1075531/000110465924029963/tm246940d5_ex4-8.htm)(ss)] | | | Officers' Certificate, dated March 1, 2024, with respect to the 4.000% Senior Notes due 2044. | | |

| [removed: [4.53](https://www.sec.gov/Archives/edgar/data/1075531/000110465924029963/tm246940d5_ex4-9.htm)(ss)] [added: [4.50](https://www.sec.gov/Archives/edgar/data/1075531/000110465924029963/tm246940d5_ex4-9.htm)(ss)] | | | Agency Agreement, dated as of March 1, 2024, by and between Booking Holdings Inc., as issuer, Elavon Financial Services DAC, UK Branch, as paying agent, and U.S. Bank Trust Company, National Association, as transfer agent, registrar, and trustee. | | |

| [4.65](https://www.sec.gov/Archives/edgar/data/1075531/000110465925046766/tm2514582d1_ex4-1.htm)(aaa) | | | Form of 3.125% Senior Note due 2031. | | |

| [4.66](https://www.sec.gov/Archives/edgar/data/1075531/000110465925046766/tm2514582d1_ex4-4.htm)(aaa) | | | Officers' Certificate, dated May 9, 2025, with respect to the 3.125% Senior Note due 2031. | | |

| [4.67](https://www.sec.gov/Archives/edgar/data/1075531/000110465925046766/tm2514582d1_ex4-2.htm)(aaa) | | | Form of 4.125% Senior Note due 2038. | | |

| [4.68](https://www.sec.gov/Archives/edgar/data/1075531/000110465925046766/tm2514582d1_ex4-5.htm)(aaa) | | | Officers' Certificate, dated May 9, 2025, with respect to the 4.125% Senior Note due 2038. | | |

| [4.71](https://www.sec.gov/Archives/edgar/data/1075531/000110465925046766/tm2514582d1_ex4-7.htm)(aaa) | | | Agency Agreement, dated as of May 9, 2025, by and between Booking Holdings Inc., as issuer, U.S. Bank Europe DAC, UK Branch, as paying agent, and U.S. Bank Trust Company, National Association, as transfer agent, registrar and trustee. | | |

| [4.72](https://www.sec.gov/Archives/edgar/data/1075531/000110465925108511/tm2529813d4_ex4-1.htm)(bbb) | | | Form of 3.000% Senior Note due 2030. | | |

| [4.73](https://www.sec.gov/Archives/edgar/data/1075531/000110465925108511/tm2529813d4_ex4-3.htm)(bbb) | | | Officers' Certificate, dated November 7, 2025, with respect to the 3.000% Senior Note due 2030. | | |

| [4.74](https://www.sec.gov/Archives/edgar/data/1075531/000110465925108511/tm2529813d4_ex4-2.htm)(bbb) | | | Form of 3.625% Senior Note due 2035. | | |

| [4.75](https://www.sec.gov/Archives/edgar/data/1075531/000110465925108511/tm2529813d4_ex4-4.htm)(bbb) | | | Officers' Certificate, dated November 7, 2025, with respect to the 3.625% Senior Note due 2035. | | |

| [4.76](https://www.sec.gov/Archives/edgar/data/1075531/000110465925108511/tm2529813d4_ex4-5.htm)(bbb) | | | Agency Agreement, dated as of November 7, 2025, by and between Booking Holdings Inc., as issuer, U.S. Bank Europe DAC, UK Branch, as paying agent, and U.S. Bank Trust Company, National Association, as transfer agent, registrar and trustee. | | |

| [4.77](https://www.sec.gov/Archives/edgar/data/1075531/000107553126000009/bkng-ex477xdescriptionofbk.htm) | | | Description of the Company's 3.125% Senior Notes due 2031 Registered Pursuant to Section 12 of the Securities Exchange Act of 1934. | | |

| [4.79](https://www.sec.gov/Archives/edgar/data/1075531/000107553126000009/bkng-ex479xdescriptionofbk.htm) | | | Description of the Company's 4.500% Senior Notes due 2046 Registered Pursuant to Section 12 of the Securities Exchange Act of 1934. | | |

| [4.80](https://www.sec.gov/Archives/edgar/data/1075531/000107553126000009/bkng-ex480xdescriptionofbk.htm) | | | Description of the Company's 3.000% Senior Notes due 2030 Registered Pursuant to Section 12 of the Securities Exchange Act of 1934. | | |

| [4.81](https://www.sec.gov/Archives/edgar/data/1075531/000107553126000009/bkng-ex481xdescriptionofbk.htm) | | | Description of the Company's 3.625% Senior Notes due 2035 Registered Pursuant to Section 12 of the Securities Exchange Act of 1934. | | |

| [10.43](https://www.sec.gov/Archives/edgar/data/1075531/000107553125000024/bkng33125ex101.htm)(ccc)+ | | | Supervisory Board Agreement, dated as of February 24, 2025. | | |

| (yy) | | | Previously filed as an exhibit to the Current Report on Form 8-K filed on October 17, 2025 (File No. 1-36691). | | |

| (zz) | | | Previously filed as an exhibit to the Annual Report on Form 10-K filed on February 20, 2025 (File No. 1-36691). | | |

| (aaa) | | | Previously filed as an exhibit to the Current Report on Form 8-K filed on May 9, 2025 (File No. 1-36691). | | |

| (bbb) | | | Previously filed as an exhibit to the Current Report on Form 8-K filed on November 7, 2025 (File No. 1-36691). | | |

| (ccc) | | | Previously filed as an exhibit to the Quarterly Report on Form 10-Q filed on April 29, 2025 (File No. 1-36691). | | |

| | | | | | |

| --- | --- | --- | --- | --- | --- |

| Exhibit Number | | | Description | | |

| | | | | | | Date: | | | February [removed: 20, 2025] [added: 18, 2026] | | |

| /s/ Robert J. Mylod Jr. | | | | | | Director, Chair of the Board | | | | | | February [removed: 20, 2025] [added: 18, 2026] | | |

| /s/ Glenn D. Fogel | | | | | | Director, Chief Executive Officer and President | | | | | | February [removed: 20, 2025] [added: 18, 2026] | | |

| /s/ Ewout L. Steenbergen | | | | | | Executive Vice President and Chief Financial | | | | | | February [removed: 20, 2025] [added: 18, 2026] | | |

| /s/ Susana D'Emic | | | | | | Chief Accounting Officer and Controller | | | | | | February [removed: 20, 2025] [added: 18, 2026] | | |

| /s/ Mirian Graddick-Weir | | | | | | Director | | | | | | February [removed: 20, 2025] [added: 18, 2026] | | |

| /s/ Kelly Grier | | | | | | Director | | | | | | February [removed: 20, 2025] [added: 18, 2026] | | |

| /s/ Charles H. Noski | | | | | | Director | | | | | | February [removed: 20, 2025] [added: 18, 2026] | | |

| /s/ Larry Quinlan | | | | | | Director | | | | | | February [removed: 20, 2025] [added: 18, 2026] | | |

| /s/ Nicholas J. Read | | | | | | Director | | | | | | February [removed: 20, 2025] [added: 18, 2026] | | |

| /s/ Thomas E. Rothman | | | | | | Director | | | | | | February [removed: 20, 2025] [added: 18, 2026] | | |

| /s/ Sumit Singh | | | | | | Director | | | | | | February [removed: 20, 2025] [added: 18, 2026] | | |

| /s/ Lynn [removed: Vojvodich] Radakovich | | | | | | Director | | | | | | February [removed: 20, 2025] [added: 18, 2026] | | |

| Lynn [removed: Vojvodich] Radakovich | | | | | | | | | | | | | | |

| /s/ Vanessa A. Wittman | | | | | | Director | | | | | | February [removed: 20, 2025] [added: 18, 2026] | | |

| Report of Independent Registered Public Accounting Firm (PCAOB ID: 34) | | | [removed: [55](#ie43de95e17174135bd4338da6fb8fb7c_109)] [added: [49](#i520d0de07f6b49c5b84e7212c6cc1842_118)] | | |

| Consolidated Balance Sheets at December 31, [removed: 2024] [added: 2025] and [removed: 2023] [added: 2024] | | | [removed: [57](#ie43de95e17174135bd4338da6fb8fb7c_112)] [added: [52](#i520d0de07f6b49c5b84e7212c6cc1842_121)] | | |

| Consolidated Statements of Operations for the years ended December 31, [added: 2025,] 2024, [removed: 2023,] and [removed: 2022] [added: 2023] | | | [removed: [58](#ie43de95e17174135bd4338da6fb8fb7c_118)] [added: [53](#i520d0de07f6b49c5b84e7212c6cc1842_124)] | | |

| Consolidated Statements of Comprehensive Income for the years ended December 31, [added: 2025,] 2024, [removed: 2023,] and [removed: 2022] [added: 2023] | | | [removed: [59](#ie43de95e17174135bd4338da6fb8fb7c_121)] [added: [54](#i520d0de07f6b49c5b84e7212c6cc1842_127)] | | |

| Consolidated Statements of Changes in Stockholders' [removed: (Deficit) Equity] [added: Deficit] for the years ended December 31, [added: 2025,] 2024, [removed: 2023,] and [removed: 2022] [added: 2023] | | | [removed: [60](#ie43de95e17174135bd4338da6fb8fb7c_124)] [added: [55](#i520d0de07f6b49c5b84e7212c6cc1842_130)] | | |

| Consolidated Statements of Cash Flows for the years ended December 31, [added: 2025,] 2024, [removed: 2023,] and [removed: 2022] [added: 2023] | | | [removed: [61](#ie43de95e17174135bd4338da6fb8fb7c_127)] [added: [56](#i520d0de07f6b49c5b84e7212c6cc1842_133)] | | |

| Notes to Consolidated Financial Statements | | | [removed: [62](#ie43de95e17174135bd4338da6fb8fb7c_130)] [added: [57](#i520d0de07f6b49c5b84e7212c6cc1842_136)] | | |

We have audited the accompanying consolidated balance sheets of Booking Holdings Inc. and subsidiaries (the "Company") as of December 31, [removed: 2024] [added: 2025] and [removed: 2023,] [added: 2024,] the related consolidated statements of operations, comprehensive income, changes in stockholders' [removed: (deficit) equity,] [added: deficit,] and cash [removed: flows] [added: flows,] for each of the three years in the period ended December 31, [removed: 2024,] [added: 2025,] and the related notes and the schedule listed in the Index at Item 15 (collectively referred to as the "financial statements").

In our opinion, the financial statements present fairly, in all material respects, the financial position of the Company as of December 31, [removed: 2024] [added: 2025] and [removed: 2023,] [added: 2024,] and the results of its operations and its cash [removed: flows,] [added: flows] for each of the three years in the period ended December 31, [removed: 2024,] [added: 2025,] in conformity with accounting principles generally accepted in the United States of America.

We have also audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States) (PCAOB), the Company's internal control over financial reporting as of December 31, [removed: 2024,] [added: 2025,] based on criteria established in *Internal Control - Integrated Framework (2013)* issued by the Committee of Sponsoring Organizations of the Treadway Commission and our report dated February [removed: 20, 2025,] [added: 18, 2026,] expressed an unqualified opinion on the Company's internal control over financial reporting.

[removed: Critical] [added: *Critical] Audit [removed: Matter][added: Matter Description*]

The critical audit [removed: matter] [added: matters] communicated below [removed: is a matter] [added: are matters] arising from the current-period audit of the financial statements that [removed: was] [added: were] communicated or required to be communicated to the audit committee and that (1) [removed: relates] [added: relate] to accounts or disclosures that are material to the financial statements and (2) involved our especially challenging, subjective, or complex judgments.

The communication of critical audit matters does not alter in any way our opinion on the financial statements, taken as a whole, and we are not, by communicating the critical audit [removed: matter] [added: matters] below, providing [removed: a] separate [removed: opinion] [added: opinions] on the critical audit [removed: matter] [added: matters] or on the accounts or disclosures to which [removed: it relates.][added: they relate.]

| | | | | | | [added: 2025 | | | | | |] 2024 | | | | | | 2023 | | |

| Cash and cash equivalents | | | | | | $ | [removed: 16,164] [added: 17,203] | | | | | $ | [removed: 12,107] [added: 16,164] | |

| Accounts receivable, net (Allowance for expected credit losses of [removed: $146] [added: $137] and [removed: $137,] [added: $146,] respectively) | | | | | | [removed: 3,199] [added: 3,820] | | | | | | [removed: 3,253] [added: 3,199] | | |

| Prepaid expenses, net | | | | | | [removed: 587] [added: 611] | | | | | | [removed: 644] [added: 587] | | |

| Other current assets | | | | | | [removed: 541] [added: 630] | | | | | | [removed: 454] [added: 541] | | |

| Total current assets | | | | | | [removed: 20,491] [added: 22,264] | | | | | | [removed: 17,034] [added: 20,491] | | |

| Property and equipment, net | | | | | | [removed: 832] [added: 807] | | | | | | [removed: 784] [added: 832] | | |

| Operating lease assets | | | | | | [removed: 559] [added: 632] | | | | | | [removed: 705] [added: 559] | | |

| Intangible assets, net | | | | | | [removed: 1,382] [added: 918] | | | | | | [removed: 1,613] [added: 1,382] | | |

| Goodwill | | | | | | [removed: 2,799] [added: 2,669] | | | | | | [removed: 2,826] [added: 2,799] | | |

| Long-term investments | | | | | | [removed: 536] [added: 582] | | | | | | [removed: 440] [added: 536] | | |

| Other assets, net | | | | | | [removed: 1,109] [added: 1,392] | | | | | | [removed: 940] [added: 1,109] | | |

Critical Audit Matters

Goodwill and Intangible assets*–* KAYAK reporting unit and asset group – Refer to Notes 2 and 11 to the financial statements

For the KAYAK reporting unit's goodwill, the Company recognized an impairment charge of $180 million for the three months ended September 30, 2025, resulting in an adjusted carrying value of $203 million at September 30, 2025.

In addition, for the KAYAK asset group's intangible assets (trade names and supply and distribution agreements), the Company recognized an impairment charge of $277 million for the three months ended September 30, 2025.

The estimated fair value of the KAYAK reporting unit was determined using a combination of standard valuation techniques, including an income approach (discounted cash flow) and a market approach (applying comparable company multiples).

The income approach estimates fair value utilizing a long-term growth rate and discount rate applied to the cash flow projections.

The market approach estimates value using prices and other relevant information generated by market transactions involving comparable publicly-traded companies, including the use of the earnings before interest, taxes, depreciation and amortization (EBITDA) multiple.

The fair values of KAYAK's trade names and supply and distribution agreements were estimated using an income approach.

The key unobservable inputs used for these intangible assets include a royalty rate, distributor margin, and supplier attrition rate and the useful lives of the trade names.

We identified goodwill and intangible assets for the KAYAK reporting unit and asset group as a critical audit matter given the significant judgments made by management to estimate the fair value of the KAYAK reporting unit and the KAYAK intangible assets.

This required a high degree of auditor judgment and an increased extent of effort, including the need to involve our fair value specialists, when performing audit procedures to evaluate the reasonableness of management's estimates and assumptions related to the selection of the discount rates, long-term growth rate, EBITDA multiple, royalty rate (collectively the "valuation assumptions"), and forecasts of future revenues and operating margins, specifically due to the sensitivity of KAYAK's operations due to its meta-search business being impacted by expected increases in customer acquisition costs.

*How the Critical Audit Matter Was Addressed in the Audit*

Our audit procedures related to the forecasts of future revenues and operating margins and the selection of the valuation assumptions for the KAYAK reporting unit and asset group's intangible assets included the following, among others:

- We tested the effectiveness of controls over the KAYAK reporting unit and asset group's intangible assets valuations, including those over the forecasts of future revenues and operating margins and the selection of the valuation assumptions.

- We evaluated management's ability to accurately forecast future revenues and operating margins by comparing actual results in previous years to management's historical forecasts.

- We evaluated the reasonableness of management's forecasts of future revenues and operating margins by comparing management's forecasts with:

–Historical revenues and operating margins.

–Internal communications to management and the Board of Directors.

–Forecasted information in industry reports and certain of the Company's peer companies.

- We considered the impact of industry and market conditions on management's forecasts of future revenues and operating margins.

- With the assistance of our fair value specialists, we evaluated the reasonableness of the valuation assumptions including the discount rate, long-term growth rate, EBITDA multiple and royalty rate, by testing the underlying source information, the mathematical accuracy of the calculations, and, for the discount rate, developing a range of independent estimates and comparing them to those selected by management.

- With respect to the KAYAK reporting unit valuation, we evaluated the reasonableness of management's forecasts of future revenues and operating margins and discount rate utilized in the income approach fair value calculation by comparing the income approach fair value to the market approach fair value.

| | | | | | | 2025 | | | | | | 2024 | | |

| Impairment | | | | | | 457 | | | | | | — | | | | | | — | | |

| Net income | | | | | | $ | 5,404 | | | | | $ | 5,882 | | | | | $ | 4,289 | |

| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |

| Dividends | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | (1,259) | | | | | | — | | | | | | (1,259) | | |

| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |

| Balance, December 31, 2025 | | | | | | 64,521 | | | | | | $ | 1 | | | | | (32,627) | | | | | | $ | (54,315) | | | | | $ | 8,356 | | | | | $ | 40,670 | | | | | $ | (290) | | | | | $ | (5,578) | |

| | | | | | | 2025 | | | | | | 2024 | | | | | | 2023 | | |

| Net income | | | | | | $ | 5,404 | | | | | $ | 5,882 | | | | | $ | 4,289 | |

| Deferred income taxes | | | | | | (516) | | | | | | 98 | | | | | | (478) | | |

| Impairment | | | | | | 457 | | | | | | — | | | | | | — | | |

| Amortization of debt discount and change in fair value of the conversion option related to the convertible senior notes | | | | | | 360 | | | | | | 796 | | | | | | — | | |

In addition, the Company's other brands generate revenues from advertising placements on their platforms.

For a contingency that might result in a gain, substantially all uncertainties about its realization should be resolved before it is recognized in the financial statements.

Recoveries of costs and losses incurred in the past and recorded in the financial statements are recognized when the recovery is probable, reasonably estimable, and there is direct linkage to the loss event.

*Scope Improvements for Interim Reporting*

In December 2025, the Financial Accounting Standards Board ("FASB") issued an ASU mainly to improve the navigability of and provide additional guidance and clarifications on the required disclosures for interim reporting.

The update is effective for interim financial statements beginning with interim periods in fiscal year 2028.

| /s/ Wei Hopeman | | | | | | Director | | | | | | February 20, 2025 | | |

| Wei Hopeman | | | | | | | | | | | | | | |

February 20, 2025

| Short-term investments (Available-for-sale debt securities: Amortized cost of $580 at December 31, 2023) | | | | | | — | | | | | | 576 | | |

| Other operating expenses | | | | | | — | | | | | | 5 | | | | | | (199) | | |

| Balance, December 31, 2021 | | | | | | 63,584 | | | | | | $ | — | | | | | (22,518) | | | | | | $ | (24,290) | | | | | $ | 6,159 | | | | | $ | 24,453 | | | | | $ | (144) | | | | | $ | 6,178 | |

| Cumulative effect of adoption of accounting standards update | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | (96) | | | | | | 30 | | | | | | — | | | | | | (66) | | |

| Gain on sale and leaseback transaction | | | | | | — | | | | | | — | | | | | | (240) | | |

| Proceeds from sale and leaseback transaction | | | | | | — | | | | | | — | | | | | | 601 | | |

The Company has classified its investments in debt securities as available-for-sale securities.

If the amortized cost basis of an available-for-sale security exceeds its fair value and if the Company has the intention to sell the security or it is more likely than not that the Company will be required to sell the security before recovery of the amortized cost basis, an impairment is recognized in the Consolidated Statements of Operations.

If the Company does not have the intention to sell the security and it is not more likely than not that the Company will be required to sell the security before recovery of the amortized cost basis and the Company determines that the decline in fair value below the amortized cost basis of an available-for-sale security is entirely or partially due to credit-related factors, the credit loss is measured and recognized as an allowance for expected credit losses along with the related expense in the Consolidated Statements of Operations.

The allowance is measured as the amount by which the debt security's amortized cost basis exceeds the Company's best estimate of the present value of cash flows expected to be collected.

The Company's investments in marketable debt securities are recognized based on the trade date.

The cost of marketable debt securities sold is determined using a first-in and first-out method.

The Company's investments in debt securities are assessed for classification in the Consolidated Balance Sheets as short-term or long-term at the individual security level.

Classification as short-term or long-term is based on the maturities of the securities, as applicable, and the Company's expectations regarding the timing of sales and redemptions.

Performance marketing expenses are expenses generally measured by return on investment or an increase in bookings over a specified time period and are recognized as incurred.

Brand marketing expenses are expenses incurred to build brand awareness over a specified time period.

These include the reclassification in the Consolidated Balance Sheet as of December 31, 2023 of certain liabilities aggregating $106 million from "Accounts payable" to "Accrued expenses and other current liabilities" to better reflect the progress of the underlying transactions in the procure-to-pay process.

*Accounting for Convertible Instruments and Contracts in an Entity's Own Equity*

On January 1, 2022, the Company adopted the accounting standards update relating to convertible instruments and contracts in an entity's own equity.

Under the updated guidance, upon the initial recognition of convertible debt, the Company presents the entire amount attributable to the debt as a liability.

The initial carrying amount of the convertible debt liability is reduced by any direct and incremental issuance costs paid to third parties that are associated with the convertible debt issuance.

In calculating diluted earnings per share, the accounting standards update also requires the use of the if-converted method for the Company's convertible debt.

See Note 8 for additional information on net income per share calculations.

The Company adopted the accounting standards update on a modified retrospective basis applied to the 0.75% convertible senior notes due in May 2025 (see Note 12) resulting in an increase of $30 million to "Retained earnings" as of January 1, 2022.

The significant corresponding balance sheet changes as of that date were an increase of $86 million to "Long-term debt" and decreases of $96 million to "Additional paid-in capital" and $21 million to "Deferred income taxes."

*Improvements to Reportable Segment Disclosures*

In December 2023, the FASB issued an accounting standards update related to income taxes that requires additional disclosures on the rate reconciliation and taxes paid.

The update requires disclosure of additional categories of information in the tax rate reconciliation table about federal, state and foreign income taxes and more details about certain items that meet a quantitative threshold.

Income taxes paid (net of refunds received) are required to be disclosed disaggregated by federal (national), state and foreign taxes and also by jurisdiction based on a quantitative threshold.

Disaggregation of Revenues

Revenues by Geographic Area

See Note 17 for the information related to revenues by geographic area.

At December 31, 2024, there were approximately 828,000 shares of common stock available for future grants under the 1999 Plan.

| --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- |

| Unvested at December 31, 2023 (1) | | | | | | 291,404 | | | | | | $ | 2,404 | | | | | 233,026 | | | | | | $ | 2,467 | |

| Granted (2) | | | | | | 143,377 | | | | | | $ | 3,530 | | | | | 35,301 | | | | | | $ | 3,660 | |

| Vested | | | | | | (140,299) | | | | | | $ | 2,335 | | | | | (78,692) | | | | | | $ | 2,450 | |