Item 16. Form 10-K Summary.

None.

Signatures

Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

			BOOKING HOLDINGS INC.
			By:			/s/ Glenn D. Fogel
						Name:			Glenn D. Fogel
						Title:			Chief Executive Officer and President
						Date:			February 18, 2026

Power of Attorney

KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature appears below constitutes and appoints Glenn D. Fogel, Ewout L. Steenbergen, and Peter J. Millones, and each of them severally, his or her true and lawful attorney-in-fact with power of substitution and resubstitution to sign in his or her name, place and stead, in any and all capacities, to do any and all things and execute any and all instruments that such attorney may deem necessary or advisable under the Securities Exchange Act of 1934 and any rules, regulations and requirements of the Securities and Exchange Commission in connection with this Annual Report on Form 10-K and any and all amendments hereto, as fully and for all intents and purposes as he or she might do or could do in person, and hereby ratifies and confirms all said attorneys-in-fact and agents, each acting alone, and his or her substitute or substitutes, may lawfully do or cause to be done by virtue hereof.

Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following persons on behalf of the registrant and in the capacities and on the dates indicated.

Signature						Title						Date
/s/ Robert J. Mylod Jr.						Director, Chair of the Board						February 18, 2026
Robert J. Mylod Jr.
/s/ Glenn D. Fogel						Director, Chief Executive Officer and President						February 18, 2026
Glenn D. Fogel
/s/ Ewout L. Steenbergen						Executive Vice President and Chief Financial						February 18, 2026
Ewout L. Steenbergen						Officer (Principal Financial Officer)
/s/ Susana D'Emic						Chief Accounting Officer and Controller						February 18, 2026
Susana D'Emic						(Principal Accounting Officer)
/s/ Mirian Graddick-Weir						Director						February 18, 2026
Mirian Graddick-Weir
/s/ Kelly Grier						Director						February 18, 2026
Kelly Grier
/s/ Charles H. Noski						Director						February 18, 2026
Charles H. Noski
/s/ Larry Quinlan						Director						February 18, 2026
Larry Quinlan
/s/ Lynn Radakovich						Director						February 18, 2026
Lynn Radakovich
/s/ Nicholas J. Read						Director						February 18, 2026
Nicholas J. Read
/s/ Thomas E. Rothman						Director						February 18, 2026
Thomas E. Rothman
/s/ Sumit Singh						Director						February 18, 2026
Sumit Singh
/s/ Vanessa A. Wittman						Director						February 18, 2026
Vanessa A. Wittman

INDEX TO CONSOLIDATED FINANCIAL STATEMENTS

			Page No.
Report of Independent Registered Public Accounting Firm (PCAOB ID: 34)			49
Consolidated Balance Sheets at December 31, 2025 and 2024			52
Consolidated Statements of Operations for the years ended December 31, 2025, 2024, and 2023			53
Consolidated Statements of Comprehensive Income for the years ended December 31, 2025, 2024, and 2023			54
Consolidated Statements of Changes in Stockholders' Deficit for the years ended December 31, 2025, 2024, and 2023			55
Consolidated Statements of Cash Flows for the years ended December 31, 2025, 2024, and 2023			56
Notes to Consolidated Financial Statements			57

REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

To the Board of Directors and Stockholders of Booking Holdings Inc.

Opinion on the Financial Statements

We have audited the accompanying consolidated balance sheets of Booking Holdings Inc. and subsidiaries (the "Company") as of December 31, 2025 and 2024, the related consolidated statements of operations, comprehensive income, changes in stockholders' deficit, and cash flows, for each of the three years in the period ended December 31, 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, 2025 and 2024, and the results of its operations and its cash flows for each of the three years in the period ended December 31, 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, 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 18, 2026, expressed an unqualified opinion on the Company's internal control over financial reporting.

Basis for Opinion

These financial statements are the responsibility of the Company's management. Our responsibility is to express an opinion on the Company's financial statements based on our audits. We are a public accounting firm registered with the PCAOB and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.

We conducted our audits in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement, whether due to error or fraud. Our audits included performing procedures to assess the risks of material misstatement of the financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the financial statements. Our audits also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the financial statements. We believe that our audits provide a reasonable basis for our opinion.

Critical Audit Matters

The critical audit matters communicated below are matters arising from the current-period audit of the financial statements that were communicated or required to be communicated to the audit committee and that (1) 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 matters below, providing separate opinions on the critical audit matters or on the accounts or disclosures to which they relate.

Revenues - Refer to Notes 2 and 3 to the financial statements

Critical Audit Matter Description

Substantially all of the Company's revenues are generated by providing online travel reservation services, which principally allow travelers to book travel reservations with travel service providers through the Company's platforms. Revenues consist of a significant volume of low-dollar transactions utilizing multiple custom systems.

We identified revenues as a critical audit matter as the majority of the processes to calculate and record revenue are highly automated, rely on a number of custom systems, and involve interfacing significant volumes of data across multiple systems. Given the complex information technology (IT) environment, this required the involvement of professionals with expertise in IT to identify, test, and evaluate the revenue data flows, the revenue systems and the automated controls.

How the Critical Audit Matter Was Addressed in the Audit

Our audit procedures related to the Company's revenue transactions included the following, among others:

• With the assistance of our IT specialists, we:

–Identified the systems used to calculate and record revenue transactions.

–Tested the general IT controls over each of these systems, including testing of user access controls, change management controls, and IT operations controls.

–Performed testing of system interface controls and automated controls within the relevant revenue streams.

• We tested business process controls to reconcile the various systems to the Company's general ledgers.

• We performed detail transaction testing by agreeing the amounts recognized to source documents and testing the mathematical accuracy of the recorded revenue.

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

Critical Audit Matter Description

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.

/s/ DELOITTE & TOUCHE LLP

Stamford, Connecticut

February 18, 2026

We have served as the Company's auditor since 1997.

Booking Holdings Inc.

CONSOLIDATED BALANCE SHEETS

(In millions, except share and per share data)

						December 31,
						2025						2024
ASSETS
Current assets:
Cash and cash equivalents						$	17,203					$	16,164
Accounts receivable, net (Allowance for expected credit losses of $137 and $146, respectively)						3,820						3,199
Prepaid expenses, net						611						587
Other current assets						630						541
Total current assets						22,264						20,491
Property and equipment, net						807						832
Operating lease assets						632						559
Intangible assets, net						918						1,382
Goodwill						2,669						2,799
Long-term investments						582						536
Other assets, net						1,392						1,109
Total assets						$	29,264					$	27,708
LIABILITIES AND STOCKHOLDERS' DEFICIT
Current liabilities:
Accounts payable						$	5,094					$	3,824
Accrued expenses and other current liabilities						4,454						6,047
Deferred merchant bookings						5,270						4,031
Short-term debt						1,880						1,745
Total current liabilities						16,698						15,647
Deferred income taxes						17						289
Operating lease liabilities						557						483
Long-term U.S. transition tax liability						—						257
Other long-term liabilities						714						199
Long-term debt						16,856						14,853
Total liabilities						34,842						31,728
Commitments and contingencies (see Note 16)
Stockholders' deficit:
Common stock, $0.008 par value, Authorized shares: 1,000,000,000 Issued shares: 64,521,154 and 64,276,130, respectively						1						—
Treasury stock: 32,627,042 and 31,329,265 shares, respectively						(54,315)						(47,877)
Additional paid-in capital						8,356						7,707
Retained earnings						40,670						36,525
Accumulated other comprehensive loss						(290)						(375)
Total stockholders' deficit						(5,578)						(4,020)
Total liabilities and stockholders' deficit						$	29,264					$	27,708

See Notes to Consolidated Financial Statements.

Booking Holdings Inc.

CONSOLIDATED STATEMENTS OF OPERATIONS

(In millions, except share and per share data)

						Year Ended December 31,
						2025						2024						2023
Merchant revenues						$	17,755					$	14,142					$	10,936
Agency revenues						7,968						8,524						9,414
Advertising and other revenues						1,194						1,073						1,015
Total revenues						26,917						23,739						21,365
Operating expenses:
Marketing expenses						8,186						7,278						6,773
Sales and other expenses						3,453						3,120						2,744
Personnel, including stock-based compensation of $613, $599, and $530, respectively						3,403						3,354						3,294
General and administrative						857						1,036						1,560
Information technology						908						771						655
Depreciation and amortization						623						591						504
Impairment						457						—						—
Transformation costs						205						34						—
Total operating expenses						18,092						16,184						15,530
Operating income						8,825						7,555						5,835
Interest expense						(1,617)						(1,295)						(897)
Interest and dividend income						921						1,114						1,020
Other income (expense), net						(1,297)						(82)						(477)
Income before income taxes						6,832						7,292						5,481
Income tax expense						1,428						1,410						1,192
Net income						$	5,404					$	5,882					$	4,289
Net income applicable to common stockholders per basic common share						$	166.52					$	174.96					$	118.67
Weighted-average number of basic common shares outstanding (in 000's)						32,452						33,622						36,140
Net income applicable to common stockholders per diluted common share						$	165.57					$	172.69					$	117.40
Weighted-average number of diluted common shares outstanding (in 000's)						32,639						34,064						36,530

See Notes to Consolidated Financial Statements.

Booking Holdings Inc.

CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME

(In millions)

						Year Ended December 31,
						2025						2024						2023
Net income						$	5,404					$	5,882					$	4,289
Other comprehensive income (loss), net of tax (1)						85						(52)						(56)
Comprehensive income						$	5,489					$	5,830					$	4,233

(1) Primarily consists of foreign currency translation adjustments (see Note 14).

See Notes to Consolidated Financial Statements.

Booking Holdings Inc.

CONSOLIDATED STATEMENTS OF CHANGES IN STOCKHOLDERS' DEFICIT

FOR THE YEARS ENDED DECEMBER 31, 2025, 2024, and 2023

(In millions, except share data)

						Common Stock												Treasury Stock												Additional Paid-in Capital						Retained Earnings						Accumulated Other Comprehensive Loss						Total
						Shares (in 000's)						Amount						Shares (in 000's)						Amount
Balance, December 31, 2022						63,781						$	—					(25,918)						$	(30,983)					$	6,491					$	27,541					$	(267)					$	2,782
Net income						—						—						—						—						—						4,289						—						4,289
Other comprehensive loss, net of tax						—						—						—						—						—						—						(56)						(56)
Exercise of stock options and vesting of restricted stock units and performance share units						267						—						—						—						134						—						—						134
Stock-based compensation						—						—						—						—						550						—						—						550
Repurchase of common stock						—						—						(3,732)						(10,443)						—						—						—						(10,443)
Balance, December 31, 2023						64,048						$	—					(29,650)						$	(41,426)					$	7,175					$	31,830					$	(323)					$	(2,744)
Net income						—						—						—						—						—						5,882						—						5,882
Other comprehensive loss, net of tax						—						—						—						—						—						—						(52)						(52)
Conversion of debt						—						—						—						—						(102)						—						—						(102)
Exercise of stock options and vesting of restricted stock units and performance share units						228						—						—						—						14						—						—						14
Stock-based compensation						—						—						—						—						620						—						—						620
Repurchase of common stock						—						—						(1,679)						(6,451)						—						—						—						(6,451)
Dividends						—						—						—						—						—						(1,187)						—						(1,187)
Balance, December 31, 2024						64,276						$	—					(31,329)						$	(47,877)					$	7,707					$	36,525					$	(375)					$	(4,020)
Net income						—						—						—						—						—						5,404						—						5,404
Other comprehensive income, net of tax						—						—						—						—						—						—						85						85
Exercise of stock options and vesting of restricted stock units and performance share units						245						1						—						—						15						—						—						16
Stock-based compensation						—						—						—						—						634						—						—						634
Repurchase of common stock						—						—						(1,298)						(6,438)						—						—						—						(6,438)
Dividends						—						—						—						—						—						(1,259)						—						(1,259)
Balance, December 31, 2025						64,521						$	1					(32,627)						$	(54,315)					$	8,356					$	40,670					$	(290)					$	(5,578)

See Notes to Consolidated Financial Statements.

Booking Holdings Inc.

CONSOLIDATED STATEMENTS OF CASH FLOWS

(In millions)

						Year Ended December 31,
						2025						2024						2023
OPERATING ACTIVITIES:
Net income						$	5,404					$	5,882					$	4,289
Adjustments to reconcile net income to net cash provided by operating activities:
Depreciation and amortization						623						591						504
Provision for expected credit losses and chargebacks						416						412						330
Deferred income taxes						(516)						98						(478)
Net (gains) losses on equity securities						(46)						(63)						131
Stock-based compensation expense						617						599						530
Operating lease amortization						145						160						161
Unrealized foreign currency transaction losses (gains) related to Euro-denominated debt						1,428						(526)						163
Impairment						457						—						—
Amortization of debt discount and change in fair value of the conversion option related to the convertible senior notes						360						796						—
Other						(14)						7						5
Changes in assets and liabilities:
Accounts receivable						(730)						(506)						(1,330)
Prepaid expenses and other current assets						100						(12)						155
Deferred merchant bookings and other current liabilities						796						1,361						2,742
Other						369						(476)						142
Net cash provided by operating activities						9,409						8,323						7,344
INVESTING ACTIVITIES:
Purchase of investments						—						(33)						(12)
Proceeds from sale and maturity of investments						—						590						1,840
Additions to property and equipment						(322)						(429)						(345)
Other investing activities						9						1						3
Net cash (used in) provided by investing activities						(313)						129						1,486
FINANCING ACTIVITIES:
Proceeds from the issuance of long-term debt						3,681						4,836						1,893
Payments on maturity, redemption, and conversion of debt						(4,970)						(1,312)						(500)
Payments for repurchase of common stock						(6,440)						(6,509)						(10,377)
Dividends paid						(1,248)						(1,174)						—
Proceeds from exercise of stock options						15						14						134
Other financing activities						47						(59)						(59)
Net cash used in financing activities						(8,915)						(4,204)						(8,909)
Effect of exchange rate changes on cash and cash equivalents and restricted cash and cash equivalents						895						(190)						(37)
Net increase (decrease) in cash and cash equivalents and restricted cash and cash equivalents						1,076						4,058						(116)
Total cash and cash equivalents and restricted cash and cash equivalents, beginning of period						16,193						12,135						12,251
Total cash and cash equivalents and restricted cash and cash equivalents, end of period						$	17,269					$	16,193					$	12,135

See Notes to Consolidated Financial Statements.

Booking Holdings Inc.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

1. BUSINESS DESCRIPTION

Booking Holdings Inc. ("Booking Holdings" or the "Company") seeks to make it easier for everyone to experience the world by providing consumers, travel service providers, and restaurants with leading travel and restaurant online reservation and related services. The Company offers its services through five primary consumer-facing brands: Booking.com, Priceline, Agoda, KAYAK, and OpenTable, which allow consumers to: book a broad array of accommodations (including hotels, motels, resorts, homes, apartments, bed and breakfasts, hostels, and other alternative and traditional accommodations properties) and a flight to their destinations; make a car rental reservation or arrange for an airport taxi; make a dinner reservation; or book a vacation package, tour, activity, or cruise. Consumers can also use the Company's meta-search services to easily compare travel reservation information, such as flight, hotel, and rental car reservations from hundreds of online travel platforms at once. In addition, the Company offers other services to consumers, travel service providers and restaurants, such as travel-related insurance products and restaurant management services*.*

2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

Basis of Presentation

The Company's Consolidated Financial Statements include the accounts of the Company and its wholly-owned subsidiaries, including acquired businesses from the dates of acquisition. All intercompany accounts and transactions have been eliminated in consolidation.

Use of Estimates

The preparation of financial statements in conformity with accounting principles generally accepted in the United States of America ("U.S. GAAP") requires management to make estimates and assumptions that affect the amounts reported in the financial statements and footnotes thereto. Actual results may differ significantly from those estimates. The estimates underlying the Company's Consolidated Financial Statements relate to, among other things, the valuation of goodwill and other long-lived tangible and intangible assets, the valuation of investments in private entities, income taxes, contingencies, stock-based compensation, the allowance for expected credit losses (also referred to as provision for bad debts or provision for uncollectible accounts), chargeback provisions, and the accrual of obligations for consumer incentive programs.

Fair Value

Fair value is the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date.

There are three levels of inputs to valuation techniques used to measure fair value:

Level 1: Quoted prices in active markets that are accessible by the Company at the measurement date for identical assets and liabilities.

Level 2: Inputs that are observable, either directly or indirectly. Such prices may be based upon quoted prices for identical or comparable securities in active markets or inputs not quoted on active markets, but corroborated by market data.

Level 3: Unobservable inputs are used when little or no market data is available.

Cash and Cash Equivalents

Cash and cash equivalents consists primarily of cash and highly liquid investment grade securities with an original maturity of three months or less. See Note 19 for information related to restricted cash and cash equivalents.

Investments

Equity Securities

Equity securities are reported as "Long-term investments" in the Consolidated Balance Sheets and include equity investments with readily determinable fair values and equity investments without readily determinable fair values. Equity investments with readily determinable fair values are reported at estimated fair value with changes in fair value recognized in "Other income (expense), net" in the Consolidated Statements of Operations. The Company holds investments in equity securities of private entities, over which the Company does not have the ability to exercise significant influence or control. These investments, which do not have readily determinable fair values, are measured at cost less impairment, if any. Such investments are also required to be measured at fair value as of the date of certain observable transactions for the identical or a similar investment of the same issuer.

Debt Securities

The Company classifies its investments in debt securities as available-for-sale securities and the aggregate unrealized gains and losses, if any, on available-for-sale debt securities, net of tax, are included in "Accumulated other comprehensive loss" in the Consolidated Balance Sheets.

Accounts Receivable from Customers and Allowance for Expected Credit Losses

Accounts receivable is reported net of expected credit losses. The Company estimates lifetime expected credit losses upon recognition of the financial assets. The Company identifies the relevant risk characteristics of its customers and the related receivables and prepayments, which include the following: size, type (alternative accommodations vs. hotels) or geographic location of the customer, or a combination of these characteristics. Receivables with similar risk characteristics have been grouped into pools. For each pool, the Company considers the historical credit loss experience, current economic conditions, supportable forecasts of future economic conditions, and any recoveries in assessing the lifetime expected credit losses. Other key factors that influence the expected credit loss analysis include customer demographics, payment terms offered in the normal course of business to customers, the nature of competition, and industry-specific factors that could impact the Company's receivables. Additionally, external data and macroeconomic conditions are considered. This is assessed at each balance sheet date based on the Company's specific facts and circumstances.

Property and Equipment, Net

Property and equipment are stated at cost less accumulated depreciation. Depreciation is computed on a straight-line basis over the estimated useful lives of the assets or, when applicable, the lease term related to leasehold improvements, whichever is shorter.

Website Costs and Internal-use Software

Acquisition costs and certain direct development costs associated with website and internal-use software are capitalized and include external direct costs of services and payroll costs for employees devoting time to the software projects principally related to platform development, including support systems, software coding, designing system interfaces, and installation and testing of the software. These costs are recorded as property and equipment and are generally amortized beginning when the asset is substantially ready for use. Costs incurred for enhancements that are expected to result in additional features or functionalities are capitalized and amortized over the estimated useful life of the enhancements. Costs incurred during the preliminary project stage, as well as maintenance and training costs, are expensed as incurred.

Cloud Computing Arrangements

The Company utilizes various third-party computer systems and third-party service providers, including global distribution systems and computerized central reservation systems of the accommodation, rental car, and airline industries in connection with providing some of its services. The Company uses both internally-developed systems and third-party systems to operate its services, including transaction processing, order management, and financial and accounting systems. Implementation costs incurred in a hosting arrangement that is a service contract are capitalized and amortized over the term of the hosting arrangement. The capitalized implementation costs are reported as "Prepaid expenses, net" or "Other assets, net" in the Company's Consolidated Balance Sheets, as appropriate. The related amortization expenses are reported in "Information technology" expenses in the Company's Consolidated Statements of Operations.

Leases

The Company determines if an arrangement is a lease, or contains a lease, when a contract is signed. The Company determines if a lease is an operating or finance lease and records a lease asset and a lease liability upon lease commencement, which is the date when the underlying asset is made available for use by the lessor. The Company has operating leases for office space and data centers. For office space and data centers, the Company has elected to combine the fixed payments to lease the asset and any fixed non-lease payments (such as maintenance or utility charges) when determining its lease payments. The Company's finance leases are mainly for computer equipment.

The Company uses its incremental borrowing rate as its discount rate to determine the present value of its remaining lease payments to calculate its lease assets and lease liabilities because the rate implicit in the lease is not readily determinable. The incremental borrowing rate approximates the rate the Company would pay to borrow in the currency of the lease payments on a collateralized basis for the weighted-average life of the lease. Operating lease assets also include any prepaid lease payments and lease incentives received prior to lease commencement.

The Company recognizes operating lease costs and the amortization of finance lease assets on a straight-line basis over the lease term. The interest component of a finance lease is recognized using the effective interest method over the lease term. Certain of the Company's lease agreements include rent payments which are adjusted periodically based on an index or rate. Any change in payments due to such adjustments are recognized as variable lease expense as they are incurred. Variable lease expense also includes costs for property taxes, insurance, and services provided by the lessor which are charged based on usage or performance (such as maintenance or utility charges).

Most leases have one or more options to renew beyond their initial term. The exercise of renewal options, mainly for office space and data centers, is at the Company's discretion and are included in the determination of the lease term for accounting purposes if they are reasonably certain to be exercised.

Goodwill and Intangible Assets

The Company accounts for acquired businesses using the acquisition method of accounting. The consideration transferred is allocated to the assets acquired and liabilities assumed based on their respective values at the acquisition date. 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. The Company generally recognizes and measures contract assets and contract liabilities in a business combination at amounts consistent with those recorded by the acquired business.

Goodwill is assigned to reporting units that are expected to benefit from the synergies of the business combination. Goodwill is not subject to amortization and is tested 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. The Company tests goodwill at a reporting unit level. The fair value of the reporting unit is compared to its carrying value, including goodwill. Fair values are determined using a combination of standard valuation techniques, including an income approach (discounted cash flows) and market approaches (e.g., earnings before interest, taxes, depreciation, and amortization ("EBITDA") multiples of comparable publicly traded companies) and based on market participant assumptions. A goodwill impairment loss is measured at the amount by which a reporting unit's carrying amount exceeds its fair value, not to exceed the carrying amount of goodwill.

Intangible assets are carried at cost and amortized on a straight-line basis over their estimated useful lives.

Impairment of Long-lived Assets

The Company reviews long-lived assets, including intangible assets and operating lease 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 Company's 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. The amount of impairment loss, if any, is measured as the excess of the carrying value of the asset over the present value of estimated future cash flows, using a discount rate commensurate with the risks involved and based on assumptions representative of market participants.

Foreign Currency Translation

The functional currency of the Company's subsidiaries is generally the respective local currency. For operations outside of the U.S., assets and liabilities are translated into U.S. Dollars at the rate of exchange existing at the balance sheet date. Income statement amounts are translated at monthly average exchange rates applicable for the period. Translation gains and losses are included as a component of "Accumulated other comprehensive loss" in the Company's Consolidated Balance Sheets. Foreign currency transaction gains and losses are included in "Other income (expense), net" in the Company's Consolidated Statements of Operations.

Derivatives

As a result of the Company's operations outside of the U.S., it is exposed to various market risks that may affect its consolidated results of operations, cash flows, and financial position. These market risks include, but are not limited to, fluctuations in foreign currency exchange rates. For the Company's operations outside of the U.S., the primary foreign currency exposures are in Euros and British Pounds Sterling, the currencies in which the Company conducts a significant portion of its business activities. As a result, the Company faces exposure to adverse movements in foreign currency exchange rates as the financial results of its operations outside of the U.S. are translated from local currencies into U.S. Dollars upon consolidation. Additionally, foreign currency exchange rate fluctuations on transactions denominated in currencies other than the functional currency of an entity result in gains and losses that are reflected in net income.

The Company may enter into derivative instruments to hedge certain net exposures of nonfunctional currency denominated assets and liabilities, even though it does not elect to apply hedge accounting or hedge accounting does not apply. These contracts are generally short-term in duration. Certain of the Company's derivative instruments have master netting arrangements, which reduce credit risk by permitting net settlement of transactions with the same counterparty. The Company is exposed to the risk that counterparties to derivative instruments may fail to meet their contractual obligations. The Company regularly reviews its credit exposure and assesses the creditworthiness of its counterparties. The Company reports the fair value of its derivative assets and liabilities on a gross basis in the Consolidated Balance Sheets in "Other current assets" and "Accrued expenses and other current liabilities," respectively. Unless designated as hedges for accounting purposes, gains and losses resulting from changes in the fair value of derivative instruments are recognized in "Other income (expense), net" in the Consolidated Statements of Operations in the period that the changes occur and are classified within "Net cash provided by operating activities" or "Net cash used in financing activities," as appropriate, in the Consolidated Statements of Cash Flows. See Note 6 for additional information related to these derivative instruments.

Contractual terms of debt arrangements, including embedded features such as conversion options, are evaluated and reassessed at each balance sheet date to determine whether they must be accounted for separately from the debt contract as derivative instruments under Accounting Standards Codification ("ASC") 815, Derivatives and Hedging. Embedded derivatives are measured at fair value, with changes in fair value recognized in the Consolidated Statements of Operations.

Non-derivative Instrument Designated as Net Investment Hedge

The foreign currency transaction gains or losses on the Company's Euro-denominated debt are measured based upon changes in spot rates. The foreign currency transaction gains or losses on the Euro-denominated debt that is designated as a hedging instrument for accounting purposes are recorded in "Accumulated other comprehensive loss" in the Consolidated Balance Sheets. The foreign currency transaction gains or losses on the Euro-denominated debt that is not designated as a hedging instrument are recognized in "Other income (expense), net" in the Consolidated Statements of Operations. See Notes 12 and 14 for additional information related to the net investment hedge.

Revenue Recognition

Online travel reservation services

Substantially all of the Company's revenues are generated by providing online travel reservation services, which principally allows travelers to book travel reservations with travel service providers through the Company's platforms. While the Company generally refers to a consumer that books travel reservation services on the Company's platforms as its customer, for accounting purposes, the Company's customers are the travel service providers and, in certain merchant transactions, the travelers. The Company's contracts with travel service providers give them the ability to market their reservation availability without transferring to the Company the responsibility to deliver the travel services. Therefore, the Company's revenues are presented on a net basis in the Consolidated Statements of Operations. These contracts include payment terms and establish the consideration to which the Company is entitled, which includes either a commission or a margin on the travel transaction. Revenue is measured based on the expected consideration specified in the contract with the travel service provider, considering the effects of factors such as discounts and other sales incentives. Estimates for sales incentives are based on historical experience, current trends, and forecasts, as applicable. Local occupancy taxes, general excise taxes, value-added taxes, sales taxes, and other similar taxes ("travel transaction taxes"), if any, collected from travelers are reported on a net basis in revenues in the Consolidated Statements of Operations.

Revenues for online travel reservation services are recognized at a point in time when the Company has completed its post-booking services and the travelers begin using the arranged travel services. These revenues are classified into two categories:

• Merchant revenues are derived from travel-related transactions where the Company facilitates payments from travelers for the services provided, generally at the time of booking. These include transactions where travelers book accommodation, rental car, airline reservations, and other travel related services. Merchant revenues include travel reservation commissions and transaction net revenues (i.e., the amount charged to travelers, including the contra-revenue impact of merchandising, less the amount owed to travel service providers) in connection with the Company's merchant reservation services; revenues from facilitating payments, such as credit card processing rebates and customer processing fees; and ancillary fees, including travel-related insurance revenues.

• Agency revenues are derived from the Company's commissions on travel-related transactions where the Company does not facilitate payments from travelers for the services provided.

Advertising and Other Revenues

Advertising and other revenues are derived primarily from revenues earned by KAYAK and OpenTable. KAYAK recognizes revenue primarily by sending referrals to online travel companies ("OTCs") and travel service providers and from advertising placements on its platforms. Revenue related to referrals is recognized when a consumer clicks on a referral placement or upon completion of the travel. Revenue for advertising placements is recognized based upon when a consumer clicks on an advertisement or when KAYAK displays an advertisement. OpenTable recognizes revenues for restaurant reservation services (fees paid by restaurants when diners are seated through its online reservation service) and subscription fees for restaurant management services on a straight-line basis over the contractual period in accordance with how the service is provided. In addition, the Company's other brands generate revenues from advertising placements on their platforms.

Consumer Incentive Programs

The Company provides various consumer incentive programs such as referral bonuses, rebates, credits, and discounts. In addition, the Company offers loyalty programs where participating consumers may be awarded loyalty points on current transactions that can be redeemed in the future. The estimated value of the incentives granted and the loyalty points expected to be redeemed is generally recognized as a reduction of revenue at the time they are granted.

Deferred Merchant Bookings

Cash payments received from travelers in advance of the Company completing its performance obligations are included in "Deferred merchant bookings" in the Company's Consolidated Balance Sheets and are comprised principally of amounts estimated to be payable to travel service providers as well as the Company's estimated future revenues for its commission or margin and fees. The amounts are mostly subject to refunds for cancellations. The Company expects to complete its performance obligations generally within one year from the reservation date. The increase in the Deferred Merchant Booking balance during the year ended December 31, 2025 was principally due to the increase in business volumes.

Marketing Expenses

The Company's advertising expenses are reported in "Marketing expenses" in the Consolidated Statements of Operations. Marketing expenses consist of performance marketing expenses and brand marketing expenses. Performance marketing expenses are incurred primarily to drive customer traffic and generate bookings, consisting primarily of the costs of: (1) search engine keyword purchases; (2) affiliate programs; (3) referrals from meta-search websites; and (4) other performance-based marketing, including social media marketing. Brand marketing expenses are expenses incurred to build brand awareness over a specified time period, consisting primarily of television advertising and online video and display advertising (including the airing of the Company's television advertising online and social media channels), as well as other marketing expenses such as public relations and sponsorships. Performance and brand marketing expenses are generally recognized as incurred with the exception of advertising production costs, which are deferred and expensed the first time the advertisement is displayed or broadcast.

Sales and Other Expenses

Sales and other expenses are generally variable in nature and consist primarily of: (1) credit card and other payment processing fees associated with merchant transactions; (2) fees paid to third parties that provide call center and other customer services; (3) digital services taxes and other similar taxes (4) chargeback provisions and fraud prevention expenses associated with merchant transactions; (5) provisions for expected credit losses, mostly related to accommodation commission receivables; and (6) customer relations costs.

Personnel Expenses

Personnel expenses consist of compensation to the Company's personnel, including salaries, bonuses, and stock-based compensation, payroll taxes, and employee health and other benefits.

Stock-Based Compensation

Stock-based compensation expense related to performance share units, restricted stock units and stock options is recognized based on fair value on a straight-line basis over the respective requisite service periods and forfeitures are accounted for when they occur. The fair value on the grant date of performance share units and restricted stock units is determined based on the number of units granted and the quoted price of the Company's common stock. For performance share units with market conditions, the effect of the market condition is also considered in the determination of fair value on the grant date using Monte Carlo simulations. The fair value of employee stock options is determined using the Black-Scholes model.

The Company records stock-based compensation expense for performance-based awards using its estimate of the probable outcome at the end of the performance period (i.e., the estimated performance against the performance targets or performance goals, as applicable). The Company periodically adjusts the cumulative stock-based compensation expense recorded when the probable outcome for these performance-based awards is updated based upon changes in actual and forecasted operating results or expected achievement of performance goals, as applicable.

The benefits of tax deductions in excess of recognized compensation costs are recognized in the Consolidated Statements of Operations as a discrete item when an option exercise or a vesting and release of shares occurs. Excess tax benefits are presented as operating cash flows and cash payments for employee statutory tax withholding related to vested stock awards are presented as financing cash flows in the Consolidated Statements of Cash Flows.

General and Administrative Expenses

General and administrative expenses consist primarily of fees for certain outside professionals, occupancy and office expenses, certain travel transaction taxes, and personnel-related expenses such as travel, relocation, recruiting, and training expenses.

Information Technology Expenses

Information technology expenses consist primarily of: (1) software license and system maintenance fees; (2) cloud computing costs and outsourced data center costs; (3) payments to contractors; and (4) data communications and other expenses associated with operating the Company's services.

Restructuring and Other Exit Costs

The Company records employee severance and other termination costs that meet the requirements for recognition in accordance with the relevant guidance of ASC 420, Exit or Disposal Cost Obligations, or ASC 712, Compensation - Nonretirement Postemployment Benefits, as applicable. For involuntary termination benefits that are not provided under the terms of an ongoing benefit arrangement, the liability for the current fair value of expected future costs associated with a management-approved restructuring plan is recognized in the period in which the plan is communicated to the employees and the plan is not expected to change significantly. For ongoing benefit arrangements, inclusive of statutory requirements, employee termination costs are accrued when the existing situation or set of circumstances indicates that an obligation has been incurred, it is probable the benefits will be paid, and the amount can be reasonably estimated. Termination benefits associated with voluntary leaver schemes are recorded when the employee irrevocably accepts the offer and the amount can be reasonably estimated.

Income Taxes

The Company accounts for income taxes under the asset and liability method. The Company records the estimated future tax effects of temporary differences between the tax bases of assets and liabilities and amounts reported in the Consolidated Balance Sheets, as well as operating loss and tax credit carryforwards. Deferred taxes are classified as non-current in the Consolidated Balance Sheets.

The Company records deferred tax assets to the extent it believes these assets will more likely than not be realized. The Company regularly reviews its deferred tax assets for recoverability considering historical profitability, projected future taxable income, the expected timing of the reversals of existing temporary differences, the carryforward periods available for tax reporting purposes, and tax planning strategies. A valuation allowance is provided when it is more likely than not that some portion or all of a deferred tax asset will not be realized. The ultimate realization of deferred tax assets depends on the generation of future taxable income during the period in which related temporary differences become deductible. In determining the future tax consequences of events that have been recognized in the financial statements or tax returns, significant judgments, estimates, and interpretation of statutes are required.

Deferred taxes are measured using the enacted tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled. The effect on deferred taxes of a change in tax rates is recognized in income in the period that includes the enactment date of such change.

The Company recognizes liabilities when it believes that uncertain positions may not be fully sustained upon audit by the tax authorities. Liabilities recognized for uncertain tax positions are based on a two-step approach for recognition and measurement. First, the Company evaluates the tax position for recognition by determining if the weight of available evidence indicates it is more likely than not that the position will be sustained on audit based on its technical merits. Second, the Company measures the tax benefit as the largest amount that is more than 50% likely of being realized upon ultimate settlement. Interest and penalties attributable to uncertain tax positions, if any, are recognized as a component of income tax expense.

The Company accounts for taxes on global intangible low-taxed income ("GILTI") introduced by the U.S. Tax Cuts and Jobs Act (the "Tax Act") as period costs. See Note 15 for further details related to income taxes.

Contingencies

Loss contingencies (other than income tax-related contingencies) arise from actual or possible claims and assessments and pending or threatened litigation that may be brought against the Company by individuals, governments or other entities. Based on the Company's assessment of loss contingencies at each balance sheet date, a loss is recorded in the financial statements if it is probable that an asset has been impaired or a liability has been incurred and the amount of the loss can be reasonably estimated.

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.

Reclassification

Certain amounts from prior periods have been reclassified to conform to the current period presentation.

Recent Accounting Pronouncements Adopted

Improvements to Income Tax Disclosures

In fiscal 2025, the Company adopted the accounting standards update ("ASU") that requires additional disclosures on income taxes. See Note 15.

Other Recent Accounting Pronouncements

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. The Company is currently evaluating the impact of the update to the Consolidated Financial Statements.

Targeted Improvements to the Accounting for Internal-Use Software

In September 2025, the FASB issued an ASU to modernize the accounting for software costs accounted for under ASC 350-40, Intangibles - Goodwill and Other - Internal-Use Software. The update is effective for annual and interim financial statements beginning with the fiscal year 2028. The Company is currently evaluating the impact of the update to the Consolidated Financial Statements.

Measurement of Credit Losses for Accounts Receivable and Contract Assets

In July 2025, the FASB issued an ASU to simplify the application of the current expected credit loss model for current accounts receivable and current contract assets under ASC 606, Revenue from Contracts with Customers. The update provides a practical expedient when estimating expected credit losses that assumes that current conditions as of the balance sheet date do not change for the remaining life of the asset. The update is effective for annual and interim financial statements beginning with the fiscal year 2026. The Company is currently evaluating the impact of the update to the Consolidated Financial Statements, including the election of the practical expedient.

Expense Disaggregation Disclosures

In November 2024, the FASB issued an ASU that requires the Company to disclose additional information about certain expense categories in the notes to financial statements at interim and annual reporting periods. The update is effective for annual financial statements beginning with the fiscal year 2027 and interim financial statements in the fiscal year 2028 onwards. The Company is currently evaluating the impact of the update to the Consolidated Financial Statements.

3. REVENUES

Revenues by Type of Service

Approximately 89% of the Company's revenues for the years ended December 31, 2025, 2024, and 2023, respectively, relate to online accommodation reservation services. Revenues from all other sources of online travel reservation services and advertising and other revenues each individually represent less than 10% of the Company's total revenues for each year. The majority of the Company's merchant revenues and substantially all of its agency revenues are from Booking.com's accommodation reservations.

Consumer Incentive Programs

At December 31, 2025 and 2024, liabilities of $78 million and $150 million, respectively, were included in "Accrued expenses and other current liabilities" in the Consolidated Balance Sheets for incentives granted to consumers.

4. STOCK-BASED COMPENSATION

At December 31, 2025, there were approximately 715,000 shares of common stock available for future grants under the 1999 Omnibus Plan, as amended and restated effective June 3, 2021, which is the primary stock compensation plan from which broad-based employee, non-employee director, and consultant equity awards may be made.

Stock-based compensation issued under the plans generally consists of restricted stock units, performance share units, and stock options. Performance share units and restricted stock units are payable in shares of the Company's common stock upon vesting. The Company issues shares of its common stock upon the exercise of stock options. The tax benefit related to stock-based compensation was $61 million, $58 million, and $52 million for the years ended December 31, 2025, 2024, and 2023, respectively.

Restricted Stock Units and Performance Share Units

The Company makes broad-based grants of restricted stock units that generally vest during a period of one- to three-years, subject to certain exceptions for terminations other than for "cause," for "good reason," or on account of death or disability. The Company grants performance share units to executives and certain other employees, which generally vest at the end of a three-year period (with the exception of certain shorter-term performance share units), subject to certain exceptions for terminations other than for "cause," for "good reason," or on account of death or disability. The number of shares that ultimately vest depends on achieving certain performance metrics, performance goals, stock price increase and/or relative total shareholder return, as applicable, by the end of the performance period, assuming there is no accelerated vesting for, among other things, a termination of employment under certain circumstances.

Restricted stock units and performance share units granted by the Company during the years ended December 31, 2025, 2024, and 2023 had an aggregate grant-date fair value of $614 million, $635 million, and $586 million, respectively. Restricted stock units and performance share units that vested during the years ended December 31, 2025, 2024, and 2023 had an aggregate fair value at vesting of $1.2 billion, $778 million, and $459 million, respectively. At December 31, 2025, there was $703 million of estimated total future stock-based compensation expense related to unvested restricted stock units and performance share units to be recognized over a weighted-average period of 1.8 years.

The following table summarizes the activity in restricted stock units and performance share units for employees and non-employee directors during the year ended December 31, 2025:

						Restricted Stock Units												Performance Share Units
						Shares						Weighted-average Grant-date Fair Value						Shares						Weighted-average Grant-date Fair Value
Unvested at December 31, 2024						278,723						$2,994						200,154						$2,779
Granted						103,419						$4,958						20,113						$5,054
Vested						(148,431)						$2,807						(86,213)						$2,535
Performance shares adjustment (1)																		24,256						$4,396
Forfeited						(19,682)						$3,824						(4,221)						$2,958
Unvested at December 31, 2025						214,029						$3,996						154,089						$3,462

(1) Probable outcome for performance-based awards is updated based upon changes in actual and forecasted operating results or expected achievement of performance goals, as applicable, and the impact of modifications, if any.

Stock Options

At December 31, 2025 and 2024, the Company had 5,158 and 15,689 employee stock options outstanding and exercisable, with a weighted-average exercise price of $1,411 per share. The aggregate intrinsic value of employee stock options exercised during the years ended December 31, 2025, 2024, and 2023 was $38 million, $24 million, and $124 million, respectively. No stock options were granted to the executive officers of the Company.

5. INVESTMENTS

The following table summarizes the Company's investments by major security type:

(In millions)						Cost						Gross Unrealized Gains / Upward Adjustments						Gross Unrealized Losses / Downward Adjustments						Carrying Value
December 31, 2025
Equity securities with readily determinable fair values						$	715					$	11					$	(298)					$	428
Equity securities of private entities						111						270						(227)						154
Total long-term investments						$	826					$	281					$	(525)					$	582
December 31, 2024
Equity securities with readily determinable fair values						$	715					$	—					$	(324)					$	391
Equity securities of private entities						111						259						(225)						145
Total long-term investments						$	826					$	259					$	(549)					$	536

Equity securities with readily determinable fair values include the Company's investments in Grab Holdings Limited ("Grab") and DiDi Global Inc. ("DiDi"), with fair values of $211 million and $207 million, respectively, at December 31, 2025 and $200 million and $179 million, respectively, at December 31, 2024. During the year ended December 31, 2023, the Company sold its entire investment in Meituan for $1.7 billion, resulting in a loss of $149 million included in "Other income (expense), net" in the Consolidated Statement of Operations for the year ended December 31, 2023. The cost basis of the Company's investment in Meituan was $450 million. Equity securities with readily determinable fair values are included in "Long-term investments" in the Consolidated Balance Sheets.

The Company's investments in equity securities of private entities at December 31, 2025 and 2024, includes its investment in Yanolja Co., Ltd. ("Yanolja"). During the year ended December 31, 2023, the Company evaluated its investment in Yanolja for impairment and recognized an impairment charge of $24 million (see Note 6). At December 31, 2025 and 2024, the investment had an adjusted carrying value of $98 million.

6. FAIR VALUE MEASUREMENTS

Assets and liabilities measured at fair value are categorized below based on the level of inputs to the valuation techniques used to measure fair value (see Note 2):

(In millions)						Level 1						Level 2						Level 3						Total
December 31, 2025
Recurring fair value measurements
ASSETS:
Money market fund investments and certificates of deposit						$	15,316					$	—					$	—					$	15,316
Equity securities						428						—						—						428
Foreign currency exchange derivatives						—						47						—						47
LIABILITIES:
Foreign currency exchange derivatives						$	—					$	40					$	—					$	40
Nonrecurring fair value measurements
Investments in equity securities of private entities						$	—					$	30					$	13					$	43
Long-lived assets (1)						—						—						179						179
Goodwill (1)						—						—						203						203
December 31, 2024
Recurring fair value measurements
ASSETS:
Money market fund investments and certificates of deposit						$	14,926					$	—					$	—					$	14,926
Equity securities						391						—						—						391
Foreign currency exchange derivatives						—						70						—						70
LIABILITIES:
Foreign currency exchange derivatives						$	—					$	93					$	—					$	93
Embedded derivative liability						—						1,300						—						1,300

(1) Fair value measurement as of September 30, 2025. See Note 11 for additional information.

Investments

See Note 5 for additional information related to the Company's investments.

The Company's investments in privately-held entities are measured using Level 2 and 3 inputs, as appropriate. Fair values of these securities are estimated using a variety of valuation methodologies, including both the market and income approaches. The Company uses valuation techniques appropriate for the type of investment and the information available about the investee as of the valuation date to determine fair value. The determination of the fair values of investments, where the Company is a minority shareholder and has access to limited information from the investee, reflects numerous assumptions that are subject to various risks and uncertainties, including key assumptions regarding the investee's expected growth rates and operating margin, as well as other key assumptions with respect to matters outside of the Company's control, such as discount rates and market comparables.

Derivatives

In the normal course of business, the Company is exposed to the impact of foreign currency fluctuations. The Company mitigates these risks by following established risk management policies and procedures, including the use of derivatives. The Company enters into foreign currency exchange contracts to hedge its exposure to the impact of movements in foreign currency exchange rates on its transactional balances denominated in currencies other than the functional currency. The Company does not use derivatives for trading or speculative purposes.

The Company's derivative instruments are valued using pricing models. Pricing models take into account the contract terms as well as multiple inputs where applicable, such as interest rate yield curves, option volatility, and foreign currency exchange rates. The valuation of derivatives is considered "Level 2" fair value measurement. The Company's derivative instruments are typically short-term in nature. The Company reports the fair values of its derivative assets and liabilities on a gross basis in the Consolidated Balance Sheets in "Other current assets" and "Accrued expenses and other current liabilities," respectively.

See Note 12 for information on the embedded derivative liability related to the convertible senior notes that matured in May 2025.

As of December 31, 2025 and 2024, the Company did not designate any derivatives as hedges for accounting purposes. Gains and losses resulting from changes in the fair values of derivative instruments are recognized in "Other income (expense), net" in the Consolidated Statements of Operations in the period that the changes occur and cash flow impacts, if any, are classified within "Net cash provided by operating activities" or "Net cash used in financing activities," as appropriate, in the Consolidated Statements of Cash Flows.

For the Company's foreign currency exchange derivatives outstanding as of December 31, 2025 and 2024, the notional amounts of the foreign currency purchases were $8.9 billion and $8.2 billion, respectively, and the notional amounts of the foreign currency sales were $6.0 billion and $5.5 billion, respectively. The notional amount of a foreign currency exchange derivative contract is the contracted amount of foreign currency to be exchanged and is not recorded in the balance sheet.

The effect of foreign currency exchange derivatives recorded in "Other income (expense), net" in the Consolidated Statements of Operations is as follows:

						Year Ended December 31,
(In millions)						2025						2024						2023
Losses on foreign currency exchange derivatives						$	(35)					$	(156)					$	(106)

Other Financial Assets and Liabilities

At December 31, 2025 and 2024, the Company's cash consisted of bank deposits. Cash equivalents principally include money market fund investments and certificates of deposit and their carrying value generally approximates the fair value as they are readily convertible to known amounts of cash. Other financial assets and liabilities, including restricted cash, accounts payable, accrued expenses, and deferred merchant bookings, are carried at cost which approximates their fair values because of the short-term nature of these items. Accounts receivable and other financial assets measured at amortized cost are carried at cost less an allowance for expected credit losses to present the net amount expected to be collected (see Note 7). See Note 12 for the estimated fair value of the Company's outstanding senior notes, including the estimated fair value of the Company's convertible senior notes.

7. ACCOUNTS RECEIVABLE AND OTHER FINANCIAL ASSETS

Accounts receivable in the Consolidated Balance Sheets at December 31, 2025 and 2024 includes receivables from customers of $2.1 billion and $2.0 billion, respectively, and receivables from payment processors and networks of $1.4 billion and $1.2 billion, respectively. The remaining balance principally relates to receivables from marketing affiliates. The Company's receivables are short-term in nature. The amounts mentioned above are stated on a gross basis, before deducting the allowance for expected credit losses. In addition, the Company had prepayments to certain accommodation travel service provider customers of $77 million and $49 million primarily included in "Prepaid expenses, net" in the Consolidated Balance Sheets at December 31, 2025 and 2024, respectively.

Significant judgments and assumptions are required to estimate the allowance for expected credit losses and such assumptions may change in future periods, particularly the assumptions related to the business prospects and financial condition of customers and marketing affiliates, including macroeconomic conditions, inflationary pressures, potential recession, and the Company's ability to collect the receivable or recover prepayments.

The following table summarizes the activity of the allowance for expected credit losses on receivables:

						Year Ended December 31,
(In millions)						2025						2024						2023
Balance, beginning of year						$	146					$	137					$	117
Provision charged to earnings						195						222						169
Write-offs and other adjustments						(204)						(213)						(149)
Balance, end of year						$	137					$	146					$	137

8. NET INCOME PER SHARE

The Company computes basic net income per share by dividing net income applicable to common stockholders by the weighted-average number of common shares outstanding during the period. Diluted net income per share is based upon the weighted-average number of common and common equivalent shares outstanding during the period. Only dilutive common equivalent shares that decrease the net income per share are included in the computation of diluted net income per share.

Common equivalent shares related to stock options, restricted stock units, and performance share units are calculated using the treasury stock method. Performance share units are included in the weighted-average common equivalent shares based on the number of shares that would be issued if the end of the reporting period were the end of the performance period, if the result would be dilutive. See Note 12 for information on the convertible senior notes that matured in May 2025. For periods prior to the date of the Company's irrevocable election to settle the conversion premium in cash, the Company used the if-converted method to calculate the dilutive effect of the convertible senior notes.

A reconciliation of the weighted-average number of shares outstanding used in calculating diluted net income per share is as follows:

						Year Ended December 31,
(In thousands)						2025						2024						2023
Weighted-average number of basic common shares outstanding						32,452						33,622						36,140
Weighted-average dilutive stock options, restricted stock units, and performance share units						187						242						228
Assumed conversion of convertible senior notes						—						200						162
Weighted-average number of diluted common and common equivalent shares outstanding						32,639						34,064						36,530

9. PROPERTY AND EQUIPMENT, NET

Property and equipment, net consist of the following:

						December 31,												Estimated Useful Lives (years)
(In millions)						2025						2024
Capitalized software						$	1,437					$	1,249					1 to 7 years
Computer equipment						751						694						2 to 5 years
Leasehold improvements						202						216						Up to 15 years
Office equipment, furniture, and fixtures						60						65						2 to 10 years
Total						2,450						2,224
Less: Accumulated depreciation						(1,643)						(1,392)
Property and equipment, net						$	807					$	832

Depreciation expense was $419 million, $370 million, and $282 million for the years ended December 31, 2025, 2024, and 2023, respectively. Additions to capitalized software during the years ended December 31, 2025, 2024, and 2023 were $171 million, $212 million, and $229 million, respectively.

10. LEASES

The Company has operating and finance leases for office space, data centers, and computer equipment.

The Company recognized the following related to its leases in the Consolidated Balance Sheets:

(In millions)						Classification in Consolidated Balance Sheets						December 31,
						2025						2024
Operating lease assets						Operating lease assets						$	632					$	559
Operating lease liabilities:
Current operating lease liabilities						Accrued expenses and other current liabilities						$	115					$	122
Non-current operating lease liabilities						Operating lease liabilities						557						483
Total operating lease liabilities												$	672					$	605

Finance lease assets						Property and equipment, net						$	7					$	35
Finance lease liabilities:
Current finance lease liabilities						Accrued expenses and other current liabilities						$	6					$	26
Non-current finance lease liabilities						Other long-term liabilities						—						7
Total finance lease liabilities												$	6					$	33

The weighted-average lease term and discount rate for leases are as follows:

						December 31,
						2025						2024
Weighted-average remaining lease term:
Operating leases						8.6 years						9.2 years
Finance leases						0.8 years						1.2 years
Weighted-average discount rate:
Operating leases						3.8		%				3.9		%
Finance leases						3.5		%				3.5		%

The Company recognized the following costs related to its leases in the Consolidated Statements of Operations:

												Year Ended December 31,
(In millions)						Classification in Consolidated Statements of Operations						2025						2024						2023
Operating lease cost						General and administrative and Information technology						$	172					$	174					$	180
Variable lease cost						General and administrative and Information technology						78						78						82
Finance lease cost						Depreciation and amortization						26						37						28
Other												(2)						4						(4)
Total lease cost												$	274					$	293					$	286

Supplemental cash flow information related to leases is as follows:

						Year Ended December 31,
(In millions)						2025						2024						2023
Cash paid for amounts included in the measurement of lease liabilities:
Operating cash flows from operating leases						$	174					$	184					$	172
Financing cash flows from finance leases						25						36						31
Operating lease assets obtained in exchange for new operating lease liabilities						167						75						200

During the year ended December 31, 2023, $44 million of finance lease assets were obtained in exchange for new finance lease liabilities.

"Operating lease amortization" presented in the operating activities section of the Consolidated Statements of Cash Flows reflects the portion of the operating lease cost from the amortization of the operating lease assets.

As of December 31, 2025, the future lease payments for operating leases are as follows:

(In millions)
2026						$	137
2027						123
2028						97
2029						70
2030						60
Thereafter						305
Total future lease payments						792
Less: Imputed interest						(120)
Total operating lease liabilities						$	672

11. GOODWILL AND INTANGIBLE ASSETS

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

Goodwill

The changes in the balance of goodwill consist of the following:

						Year Ended December 31,
(In millions)						2025						2024
Balance, beginning of year						$	2,799					$	2,826
Impairment						(180)						—
Foreign currency translation adjustments						50						(27)
Balance, end of year (1)						$	2,669					$	2,799

(1) The balance of goodwill as of December 31, 2025 and 2024 is stated net of cumulative impairment charges of $2.2 billion and $2.0 billion, respectively.

Intangible Assets

The Company's intangible assets consist of the following:

						December 31, 2025																		December 31, 2024
(In millions)						Gross Carrying Amount						Accumulated Amortization						Net Carrying Amount						Gross Carrying Amount						Accumulated Amortization						Net Carrying Amount						Amortization Period
Trade names						$	1,294					$	(711)					$	583					$	1,802					$	(1,000)					$	802					3 - 20 years
Supply and distribution agreements						960						(626)						334						1,377						(830)						547						3 - 20 years
Other intangible assets						327						(326)						1						326						(293)						33						Up to 20 years
Total intangible assets						$	2,581					$	(1,663)					$	918					$	3,505					$	(2,123)					$	1,382

Amortization expense for intangible assets was $204 million, $221 million, and $222 million for the years ended December 31, 2025, 2024, and 2023, respectively.

The estimated future annual amortization expense for the Company's intangible assets at December 31, 2025 is as follows:

(In millions)
2026						$	141
2027						131
2028						130
2029						121
2030						102
Thereafter						293

Impairment of Goodwill and Intangible Assets

As of September 30, 2025, the Company performed its annual goodwill impairment test. Except for the KAYAK reporting unit, the fair values of the Company's reporting units exceeded their respective carrying values.

For the KAYAK reporting unit's goodwill, the Company recognized an impairment charge of $180 million for the three months ended September 30, 2025, which is not tax-deductible, 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 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. These impairment charges are recorded in "Impairment" in the Consolidated Statement of Operations.

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. The discount rate is determined based on the reporting unit's estimated weighted-average cost of capital and adjusted to reflect the risks inherent in its cash flows, which require significant judgments. Changes in the assumptions used for discount rates would result in directionally opposite changes in the fair value. 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 EBITDA multiple. A change in the assumption used for the EBITDA multiple would result in a directionally similar change in the fair value.

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). Significant changes in any of these inputs in isolation would result in significantly different fair value measurements. Generally, a change in the assumption used for the royalty rate, distributor margin, and expected useful life would result in a directionally similar change in the fair value and a change in the assumption used for the attrition rate would result in a directionally opposite change in the fair value.

The estimation of fair value reflects numerous assumptions that are subject to various risks and uncertainties, including key assumptions regarding expected growth rates and operating margin, as well as other key assumptions with respect to matters outside of the Company's control, such as 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. Future events and changing market conditions may lead the Company to re-evaluate its current assumptions and may result in a need to recognize an additional goodwill and/or long-lived asset impairment charge that could have a material adverse effect on the Company's results of operations.

12. DEBT

Revolving Credit Facility

In May 2023, the Company entered into a five-year unsecured revolving credit facility with a group of lenders. The revolving credit facility extends a revolving line of credit of up to $2 billion to the Company and provides for the issuance of up to $80 million of letters of credit, as well as up to $100 million of borrowings on same-day notice, referred to as swingline loans. Other than the swingline loans, which are available only in U.S. Dollars, the revolving loans and the letters of credit are available in U.S. Dollars, Euros, Pounds Sterling, and any other currency agreed to by the administrative agent and each of the lenders. The revolving credit facility contains a maximum leverage ratio covenant, compliance with which is a condition to the Company's ability to borrow. In May 2024, the Company extended the maturity date of the revolving credit facility from May 2028 to May 2029 pursuant to an extension request under the credit agreement.

Borrowings under the revolving credit facility will bear interest at a rate determined by reference to benchmark rates plus an applicable spread (ranging from 0% to 1.375%) based on the better of the Company's leverage or credit rating at the time of the borrowing. Undrawn balances available under the revolving credit facility are subject to commitment fees at the applicable rate determined by reference to the Company's leverage or credit rating. At December 31, 2025 and 2024, there were no borrowings outstanding and $19 million and $26 million, respectively, of letters of credit issued under the revolving credit facility.

Outstanding Debt

Outstanding debt consists of the following:

						December 31, 2025												December 31, 2024
(In millions)						Outstanding Principal Amount						Carrying Value (1)						Outstanding Principal Amount						Carrying Value (1)
3.65% Senior Notes due March 2025 (2)						$	—					$	—					$	500					$	500
0.1% (€950 Million) Senior Notes due March 2025 (2)						—						—						984						984
0.75% Convertible Senior Notes due May 2025 (2)						—						—						784						261
4.625% Senior Notes due April 2030						—						—						1,500						1,494
3.6% Senior Notes due June 2026 (3)						1,000						1,000						1,000						999
4.0% (€750 Million) Senior Notes due November 2026 (3)						881						880						777						775
1.8% (€1 Billion) Senior Notes due March 2027						1,174						1,173						1,035						1,034
3.55% Senior Notes due March 2028						500						499						500						499
0.5% (€750 Million) Senior Notes due March 2028						881						879						777						774
3.625% (€500 Million) Senior Notes due November 2028						587						585						518						516
3.5% (€500 Million) Senior Notes due March 2029						587						585						518						516
4.25% (€750 Million) Senior Notes due May 2029						881						877						777						772
3.0% (€750 Million) Senior Notes due November 2030						881						876						—						—
3.125% (€500 Million) Senior Notes due May 2031						587						582						—						—
4.5% (€1 Billion) Senior Notes due November 2031						1,174						1,169						1,035						1,030
3.625% (€650 Million) Senior Notes due March 2032						764						760						673						669
3.25% (€600 Million) Senior Notes due November 2032						705						698						621						614
4.125% (€1.25 Billion) Senior Notes due May 2033						1,468						1,456						1,294						1,282
4.75% (€1 Billion) Senior Notes due November 2034						1,174						1,167						1,035						1,028
3.625% (€750 Million) Senior Notes due November 2035						881						867						—						—
3.75% (€850 Million) Senior Notes due March 2036						998						984						880						866
3.75% (€500 Million) Senior Notes due November 2037						587						584						518						514
4.125% (€750 Million) Senior Notes due May 2038						881						870						—						—
4.0% (€750 Million) Senior Notes due March 2044						881						865						777						762
3.875% (€700 Million) Senior Notes due March 2045						823						805						725						709
4.5% (€500 Million) Senior Notes due May 2046						587						575						—						—
Total outstanding debt						$	18,882					$	18,736					$	17,228					$	16,598
Short-term debt						$	1,881					$	1,880					$	2,268					$	1,745
Long-term debt						$	17,001					$	16,856					$	14,960					$	14,853

(1) The carrying values differ from the outstanding principal amounts due to unamortized debt discounts and debt issuance costs of $146 million and $630 million as of December 31, 2025 and 2024, respectively.

(2) Included in "Short-term debt" in the Consolidated Balance Sheet as of December 31, 2024.

(3) Included in "Short-term debt" in the Consolidated Balance Sheet as of December 31, 2025.

Fair Value of Debt

At December 31, 2025 and 2024, the fair value of outstanding debt was approximately $18.9 billion and $18.8 billion, respectively, and was considered a "Level 2" fair value measurement (see Note 2). Fair value was estimated based upon actual trades at the end of the reporting period or the most recent trade available as well as the Company's stock price at the end of the reporting period, as applicable. The fair value of the Company's debt in excess of the outstanding principal amount at December 31, 2025 is primarily due to interest rate fluctuations. The fair value of the Company's debt in excess of the outstanding principal amount at December 31, 2024 primarily relates to the conversion premium, which is the conversion value in excess of the principal amount, on the convertible senior notes that matured in May 2025.

Convertible Senior Notes

In April 2020, the Company issued $863 million aggregate principal amount of convertible senior notes due in May 2025 with an interest rate of 0.75% (the "May 2025 Notes"). The May 2025 Notes were convertible, subject to certain conditions, into the Company's common stock at a contractually determined conversion price. The May 2025 Notes were convertible, at the option of the holder, prior to November 1, 2024, upon the occurrence of specific events, including but not limited to a change in control, or if the closing sales price of the Company's common stock for at least 20 trading days in the period of 30 consecutive trading days ending on the last trading day of the immediately preceding calendar quarter was more than 130% of the conversion price in effect for the notes on the last trading day of the immediately preceding quarter. In the event that all or substantially all of the Company's common stock was acquired on or prior to the maturity of the May 2025 Notes in a transaction in which the consideration paid to holders of the Company's common stock consists of all or substantially all cash, the Company would have been required to make additional payments in the form of shares of common stock to the holders of the May 2025 Notes in an aggregate value ranging from $0 to $235 million depending upon the date of the transaction and the then current stock price of the Company. Starting on November 1, 2024, note holders had the right to convert all or any portion of the May 2025 Notes, regardless of the Company's stock price. The May 2025 Notes were not redeemable by the Company prior to maturity. The holders could have required the Company to repurchase the May 2025 Notes for cash in certain circumstances. Interest on the May 2025 Notes was payable on May 1 and November 1 of each year. Prior to November 2024, if the note holders exercised their option to convert, the Company delivered cash to repay the principal amount of the May 2025 Notes and had the option to deliver shares of the Company's common stock or cash, to satisfy the conversion premium. As of November 1, 2024, note holders were entitled to repayment of the principal amount of the May 2025 Notes in cash, and if they exercised their option to convert, the note holders were entitled to cash payment for the conversion premium, settled at maturity. Based on the closing sales prices of the Company's common stock for the prescribed measurement periods, the May 2025 Notes were convertible at the option of the holder starting the second calendar quarter of 2023 until November 1, 2024, when they became convertible regardless of the Company's stock price. The May 2025 Notes were classified as "Short-term debt" in the Consolidated Balance Sheet as of December 31, 2024. At December 31, 2024, the estimated fair value of the May 2025 Notes was $2.1 billion and was considered a "Level 2" fair value measurement (see Note 2). For the year ended December 31, 2023, the weighted-average effective interest rate related to the May 2025 Notes was 1.2%.

Upon issuance and subsequent balance sheet-date reassessments through September 30, 2024, the conversion option of the May 2025 Notes qualified for the equity scope exception under ASC 815, Derivatives and Hedging, because the Company had the option to deliver either cash or shares of the Company's common stock to satisfy the conversion premium. Under such exception, the conversion option was not required to be accounted for as a separate instrument. On November 1, 2024, the Company irrevocably elected to settle the conversion premium in cash. Upon that election, the conversion option no longer qualified for the exception and was deemed to be an embedded derivative which required bifurcation from the debt contract. Upon bifurcation of the conversion option, the Company recorded an embedded derivative liability at fair value of $1.2 billion, a debt discount reducing the carrying value of the May 2025 Notes to zero, and a loss of $428 million. The debt discount was amortized over the remaining term of the May 2025 Notes using the straight-line method. The fair value of the embedded derivative liability (considered a "Level 2" fair value measurement; see Note 2), was $1.3 billion at December 31, 2024 and is included in "Accrued expenses and other current liabilities" in the Consolidated Balance Sheet. The unamortized debt discount and debt issuance costs was $523 million at December 31, 2024.

The Company recognized the following activity related to the conversion option of the May 2025 Notes in the Consolidated Statements of Operations:

(In millions)						Classification in Consolidated Statements of Operations						Year Ended December 31,
						2025						2024
Change in fair value of the conversion option (1)						Other income (expense), net						$	163					$	(535)
Amortization of debt discount						Interest expense						(523)						(261)
Total charges												$	(360)					$	(796)

(1) Includes loss on bifurcation for the year ended December 31, 2024.

In May 2025, upon the maturity of the May 2025 Notes, the Company paid $1.9 billion in cash in the aggregate to repay the principal amount and settle the conversion premium of $1.1 billion. In addition, the Company paid the applicable accrued and unpaid interest relating to May 2025 Notes. During the year ended December 31, 2024, the Company paid $198 million in aggregate upon the conversion of the May 2025 Notes at the holders' option, to repay the principal amount of $78 million due upon conversion and an additional $120 million conversion premium.

Nonconvertible Senior Notes

The following table summarizes the information related to nonconvertible senior notes outstanding at December 31, 2025:

Nonconvertible Senior Notes						Date of Issuance						Effective Interest Rate (1)						Timing of Interest Payments
3.6% Senior Notes due June 2026						May 2016						3.70%						Semi-annually in June and December
4.0% Senior Notes due November 2026						November 2022						4.08%						Annually in November
1.8% Senior Notes due March 2027						March 2015						1.86%						Annually in March
3.55% Senior Notes due March 2028						August 2017						3.63%						Semi-annually in March and September
0.5% Senior Notes due March 2028						March 2021						0.63%						Annually in March
3.625% Senior Notes due November 2028						May 2023						3.74%						Annually in November
3.5% Senior Notes due March 2029						March 2024						3.61%						Annually in March
4.25% Senior Notes due May 2029						November 2022						4.35%						Annually in May
3.0% Senior Notes due November 2030						November 2025						3.13%						Annually in November
3.125% Senior Notes due May 2031						May 2025						3.32%						Annually in May
4.5% Senior Notes due November 2031						November 2022						4.57%						Annually in November
3.625% Senior Notes due March 2032						March 2024						3.71%						Annually in March
3.25% Senior Notes due November 2032						November 2024						3.41%						Annually in November
4.125% Senior Notes due May 2033						May 2023						4.26%						Annually in May
4.75% Senior Notes due November 2034						November 2022						4.81%						Annually in November
3.625% Senior Notes due November 2035						November 2025						3.82%						Annually in November
3.75% Senior Notes due March 2036						March 2024						3.92%						Annually in March
3.75% Senior Notes due November 2037						November 2024						3.81%						Annually in November
4.125% Senior Notes due May 2038						May 2025						4.25%						Annually in May
4.0% Senior Notes due March 2044						March 2024						4.15%						Annually in March
3.875% Senior Notes due March 2045						November 2024						4.03%						Annually in March
4.5% Senior Notes due May 2046						May 2025						4.66%						Annually in May

(1) Represents the coupon interest rate adjusted for deferred debt issuance costs, premiums or discounts existing at the origination of the debt.

In 2025, 2024, and 2023, the Company issued senior notes with varying maturities for aggregate cash proceeds of $3.7 billion, $4.8 billion, and $1.9 billion, respectively. The proceeds from the issuance of these senior notes were used for general corporate purposes, including to repurchase shares of the Company's common stock and to redeem or repay outstanding indebtedness.

In 2025, the Company paid $1.5 billion on settlement of the exercise of the make-whole option to redeem the 4.625% Senior Notes due April 2030 and recognized a loss of $25 million on the early extinguishment of these notes, which is included in "Other income (expense), net" in the Consolidated Statement of Operations for the year ended December 31, 2025. Also, in 2025, 2024, and 2023, the Company paid $1.5 billion, $1.1 billion, and $500 million on the maturity of the senior notes due March 2025, September 2024, and March 2023, respectively. In addition, the Company paid the applicable accrued and unpaid interest relating to these senior notes.

Interest expense related to nonconvertible senior notes consists primarily of coupon interest expense of $630 million, $527 million, and $409 million for the years ended December 31, 2025, 2024, and 2023, respectively. Debt discount and debt issuance costs for these notes are amortized using the effective interest rate method over the period from the origination date through the stated maturity date.

Each of the Company's senior notes are unsecured and rank equally in right of payment with all of the Company's other senior unsecured notes.

The Company designates certain portions of the aggregate principal value of the Euro-denominated debt as a hedge of the foreign currency exposure of the net investment in certain Euro functional currency subsidiaries. For the years ended December 31, 2025 and 2024, the carrying value of the portion of Euro-denominated debt, designated as a net investment hedge, ranged from $1.8 billion to $4.8 billion and from $2.3 billion to $5.3 billion, respectively. The foreign currency transaction gains or losses on the Euro-denominated debt that is designated as a hedging instrument for accounting purposes are recorded in "Accumulated other comprehensive loss" in the Consolidated Balance Sheets. The foreign currency transaction gains or losses on the Euro-denominated debt that is not designated as a hedging instrument are recognized in "Other income (expense), net" in the Consolidated Statements of Operations.

13. COMMON STOCK, TREASURY STOCK, AND DIVIDENDS

In the first quarter of 2025, the Company's Board of Directors (the "Board") authorized a program to repurchase up to $20 billion of the Company's common stock. At December 31, 2025, the Company had a total remaining authorization of $21.8 billion related to share repurchase programs authorized by the Board. Additionally, the Board has given the Company the general authorization to repurchase shares of its common stock withheld to satisfy employee withholding tax obligations related to stock-based compensation.

The following table summarizes the Company's stock repurchase activities:

						Year Ended December 31,
(In millions, except for shares, which are reflected in thousands)						2025												2024												2023
			Shares						Amount						Shares						Amount						Shares						Amount
Authorized stock repurchase programs						1,191						$	5,906					1,581						$	6,104					3,660						$	10,249
General authorization for shares withheld on stock award vesting						107						532						98						347						72						194
Total						1,298						$	6,438					1,679						$	6,451					3,732						$	10,443

Stock repurchases of $20 million in December 2025 were settled in January 2026. Stock repurchases of $20 million in December 2024 were settled in January 2025. For the years ended December 31, 2025, 2024, and 2023, the Company remitted employee withholding taxes of $530 million, $345 million, and $194 million, respectively, to the tax authorities, which may differ from the aggregate cost of the shares withheld for taxes for each year due to the timing in remitting the taxes. The cash remitted to the tax authorities is included in financing activities in the Consolidated Statements of Cash Flows.

Excise tax obligations that result from the Company's share repurchases are accounted for as a cost of the treasury stock transaction. As of December 31, 2025 and 2024, the Company recorded estimated liabilities of $52 million and $56 million, respectively, related to excise taxes on share repurchases, which are included in "Accrued expenses and other current liabilities" in the Consolidated Balance Sheets. During the years ended December 31, 2025 and 2024, the Company remitted excise taxes of $56 million and $96 million, respectively, to the tax authorities, which is included in financing activities in the Consolidated Statements of Cash Flows.

During 2024, the Board adopted a dividend policy pursuant to which the Company pays quarterly cash dividends on its common stock. Declaration of dividends will be subject to the Board's consideration of, among other things, the Company's financial performance, cash flows, capital needs, and liquidity. During the year ended December 31, 2025, the Board declared quarterly cash dividends of $9.60 per share of common stock and the Company paid $1.2 billion in total cash dividends. During the year ended December 31, 2024, the Board declared quarterly cash dividends of $8.75 per share of common stock and the Company paid $1.2 billion in total cash dividends. In February 2026, the Board declared a cash dividend of $10.50 per share of common stock, payable on March 31, 2026 to stockholders of record as of the close of business on March 6, 2026.

In January 2026, the Board approved a 25-to-1 stock split of the Company's authorized shares of common stock (the "Stock Split"), which will be effected April 2, 2026. The Company's Consolidated Financial Statements, including all share and per share data, do not reflect the impact of the Stock Split.

14. CHANGES IN ACCUMULATED OTHER COMPREHENSIVE LOSS BY COMPONENT

The table below presents the changes in the balances of accumulated other comprehensive loss ("AOCI") by component:

(In millions)						Foreign currency translation adjustments																																							Other, net of tax						Total AOCI, net of tax
			Foreign currency translation												Net investment hedges (1)												Total, net of tax
			Before tax						Tax (2)						Before tax						Tax
Balance, December 31, 2022						$	(579)					$	93					$	310					$	(81)					$	(257)																																						$	(10)					$	(267)
Other comprehensive income (loss) ("OCI") for the period						42						1						(139)						33						(63)																																							7						(56)
Balance, December 31, 2023						$	(537)					$	94					$	171					$	(48)					$	(320)																																						$	(3)					$	(323)
OCI for the period						(232)						36						185						(44)						(55)																																							3						(52)
Balance, December 31, 2024						$	(769)					$	130					$	356					$	(92)					$	(375)																																						$	—					$	(375)
OCI for the period						426						(80)						(341)						80						85																																							—						85
Balance, December 31, 2025						$	(343)					$	50					$	15					$	(12)					$	(290)																																						$	—					$	(290)

(1) Includes foreign currency transaction gains (losses) and related tax benefits (expenses) associated with the Company's Euro-denominated debt that is designated as a hedge of the foreign currency exposure of the net investment in certain Euro functional currency subsidiaries and previously settled derivatives that were designated as net investment hedges (see Notes 2 and 12).

(2) The tax benefits relate to foreign currency translation adjustments to the Company's one-time deemed repatriation tax liability recorded at December 31, 2017 and foreign earnings for periods after December 31, 2017 that are subject to U.S. federal and state income tax, resulting from the enactment of the Tax Act.

15. INCOME TAXES

The composition of pre-tax income (loss) is as follows:

						Year Ended December 31,
(In millions)						2025						2024						2023
International						$	9,493					$	8,029					$	6,119
U.S.						(2,661)						(737)						(638)
Total						$	6,832					$	7,292					$	5,481

Provision for Income Taxes

The composition of income tax expense is as follows:

						Year Ended December 31,
(In millions)						2025						2024						2023
Current income tax expense (benefit):
International						$	1,856					$	1,545					$	1,371
U.S. Federal						42						(235)						291
U.S. State						46						2						8
Current income tax expense						1,944						1,312						1,670
Deferred income tax (benefit) expense:
International						(48)						25						(47)
U.S. Federal						(413)						51						(411)
U.S. State						(55)						22						(20)
Deferred income tax (benefit) expense						(516)						98						(478)
Income tax expense (benefit):
International						1,808						1,570						1,324
U.S. Federal						(371)						(184)						(120)
U.S. State						(9)						24						(12)
Income tax expense						$	1,428					$	1,410					$	1,192

Income tax liabilities of $928 million and $905 million are included in "Accrued expenses and other current liabilities" in the Consolidated Balance Sheets at December 31, 2025 and 2024, respectively.

The following table summarizes cash paid for income taxes, net of refunds received, by jurisdiction:

						Year Ended December 31,
(In millions)						2025						2024						2023
Foreign jurisdictions:
Netherlands						$	1,700					$	1,499					$	1,122
France (1)																		172
Other foreign jurisdictions						223						177						112
Total Foreign jurisdictions						1,923						1,676						1,406
U.S. Federal						322						236						360
U.S. State						34						20						23
Cash paid for taxes, net of refunds received						$	2,279					$	1,932					$	1,789

(1) The cash paid for income taxes, net of refunds received, for the years ended December 31, 2025 and 2024 do not meet the 5% disaggregation threshold.

U.S. Tax Reform

In December 2017, the Tax Act was enacted into law in the U.S. The Tax Act made significant changes to U.S. federal tax law, including a one-time deemed repatriation tax on accumulated unremitted international earnings, to be paid over eight years. In 2024, the Company reduced its income tax expense that was recorded during the year ended December 31, 2018 by $416 million relating to its federal one-time deemed repatriation liability. The reduction in expense resulted from a 2024 U.S. Tax Court decision in Varian Medical Systems, Inc. vs. Commissioner. Under the Tax Act, the Company's future cash generated by the Company's international operations can generally be repatriated without further U.S. federal income tax, but will be subject to U.S. state income taxes and international withholding taxes, which have been accrued by the Company. The Tax Act also introduced in 2018 a tax on 50% of GILTI and a base erosion and anti-abuse tax. The Company has adopted an accounting policy to treat taxes on GILTI as period costs.

In July 2025, the One Big Beautiful Bill Act (the "BBB Act") was enacted into law in the United States. The BBB Act made changes to certain international, foreign tax credit, and domestic tax provisions in the United States effective in 2025 and 2026. There was not a significant impact to the Company's income tax expense or effective tax rate for the year ended December 31, 2025 as a result of the BBB Act.

Several countries outside the U.S. have adopted rules, effective January 1, 2024, that impose a 15% minimum global tax. This is in response to the framework set forth by the Organisation for Economic Co-operation and Development with respect to its base erosion and profit shifting project. The impact of these rules has been reflected in the Company's 2025 and 2024 income tax expense.

Deferred Income Taxes

The Company utilized $309 million of its U.S. NOLs to reduce its U.S. federal tax liability for the deemed repatriation tax. After utilization of available NOLs, at December 31, 2025, the Company had U.S. federal NOLs of $464 million, the majority of which do not have an expiration date, and U.S. state NOLs of $382 million, which mainly begin to expire in years ending December 31, 2032 and forward. In addition, at December 31, 2025, the Company had $894 million of non-U.S. NOLs, the majority of which do not have an expiration date, and $54 million of U.S. research tax credit and foreign tax credit carryforwards available to reduce future tax liabilities.

The utilization of these NOLs and credits is dependent upon the Company's ability to generate sufficient future taxable income and the tax laws in the jurisdictions where the losses were generated. The Company periodically evaluates the likelihood of the realization of deferred tax assets, and reduces the carrying amount of these deferred tax assets by a valuation allowance to the extent it believes a portion will not be realized. The Company considers many factors when assessing the likelihood of future realization of the deferred tax assets, including its recent cumulative earnings experience by taxing jurisdiction, expectations of future income, tax planning strategies, the carryforward periods available for tax reporting purposes and other relevant factors.

The tax effects of temporary differences that give rise to significant portions of deferred tax assets and liabilities are as follows:

						December 31,
(In millions)						2025						2024
Deferred tax assets:
Net operating loss carryforward — U.S.						$	116					$	117
Net operating loss carryforward — International						169						156
Accrued expenses						97						83
Stock-based compensation						62						55
Unrealized losses on investments						56						67
Foreign currency translation adjustments						14						103
Tax credits						50						45
Euro-denominated debt						299						—
Operating lease liabilities						15						22
Property and equipment						295						234
Embedded derivative liability						—						123
Total deferred tax assets						1,173						1,005
Valuation allowance on deferred tax assets						(126)						(111)
Deferred tax assets, net						1,047						894
Deferred tax liabilities:
Debt discount on convertible notes						—						(123)
Intangible assets and other						(19)						(110)
Euro-denominated debt						—						(144)
Operating lease assets						(14)						(22)
Installment sale liability						(82)						(118)
Other						(9)						(4)
Deferred tax liabilities						(124)						(521)
Net deferred tax assets (1)						$	923					$	373

(1) Includes deferred tax assets of $940 million and $662 million at December 31, 2025 and 2024, respectively, included in "Other assets, net" in the Consolidated Balance Sheets.

The valuation allowance on deferred tax assets at December 31, 2025 includes $39 million related to international operations and $87 million primarily related to certain unrealized losses on equity securities. The valuation allowance on deferred tax assets at December 31, 2024 includes $31 million related to international operations and $80 million primarily related to certain unrealized losses on equity securities. The increase in the valuation allowance is primarily related to certain state deferred tax assets.

The Company does not intend to indefinitely reinvest its international earnings that were subject to U.S. taxation pursuant to the mandatory deemed repatriation or subject to U.S. taxation as GILTI.

Reconciliation of U.S. Federal Statutory Income Tax Rate to Effective Income Tax Rate

A significant portion of the Company's taxable earnings is generated in the Netherlands. According to Dutch corporate income tax law, income generated from qualifying innovative activities is taxed at a rate of 9% ("Innovation Box Tax") rather than the Dutch statutory rate of 25.8%. A portion of Booking.com's earnings during the years ended December 31, 2025, 2024, and 2023 qualified for Innovation Box Tax treatment, which had a significant beneficial impact on the Company's effective tax rate for those years.

The effective income tax rate ("ETR") of the Company is different from the amount computed using the expected U.S. statutory federal rate of 21% as a result of the following items:

						Year Ended December 31,
						2025												2024												2023
(In millions, except for percentages)						Amount						ETR Impact						Amount						ETR Impact						Amount						ETR Impact
Income tax expense at federal statutory rate						$	1,435					21.0		%				$	1,531					21.0		%				$	1,151					21.0		%
Adjustment due to:
State tax (1)						(18)						(0.3)		%				—						—		%				(7)						(0.1)		%
Foreign Tax Effects:
Netherlands:
Tax rate differential						432						6.3		%				354						4.9		%				291						5.3		%
Innovation box						(747)						(10.9)		%				(607)						(8.3)		%				(544)						(9.9)		%
Fines and penalties						—						—		%				—						—		%				144						2.6		%
Stock-based compensation						78						1.1		%				71						1.0		%				57						1.0		%
Other						4						0.1		%				6						0.1		%				9						0.2		%
Other foreign jurisdictions						49						0.7		%				59						0.8		%				73						1.3		%
Effect of changes in tax laws or rates enacted in the current period						—						—		%				—						—		%				—						—		%
Effect of cross-border tax laws:
Tax Act - U.S. transition tax						—						—		%				(416)						(5.7)		%				1						—		%
GILTI - Federal						90						1.3		%				82						1.1		%				24						0.4		%
Other						(1)						—		%				(3)						—		%				4						0.1		%
Tax Credits						(13)						(0.2)		%				(10)						(0.1)		%				(18)						(0.3)		%
Valuation allowance						(3)						—		%				(6)						(0.1)		%				(3)						—		%
Nondeductible items:
Loss related to the conversion option on convertible senior notes						76						1.1		%				167						2.3		%				—						—		%
Other						28						0.4		%				(8)						(0.1)		%				(4)						(0.1)		%
Uncertain tax position						18						0.3		%				190						2.6		%				14						0.3		%
Income tax expense						$	1,428					20.9		%				$	1,410					19.3		%				$	1,192					21.8		%

(1) For the tax year ended December 31, 2025, state taxes in Connecticut and New York made up the majority (greater than 50 percent) of the tax effect in this category. For the tax year ended December 31, 2023, state taxes in Connecticut made up the majority (greater than 50 percent) of the tax effect in this category.

Uncertain Tax Positions

The following is a reconciliation of the total beginning and ending amount of unrecognized tax benefits:

						Year Ended December 31,
(In millions)						2025						2024						2023
Unrecognized tax benefit — January 1						$	260					$	67					$	184
Gross increases — tax positions in current period						10						5						16
Gross increases — tax positions in prior periods						15						193						22
Gross decreases — tax positions in prior periods						(9)						(4)						(5)
Reduction due to lapse in statute of limitations						(3)						—						(3)
Reduction due to settlements during the current period						(23)						(1)						(147)
Unrecognized tax benefit — December 31						$	250					$	260					$	67

The decrease in unrecognized tax benefits during the year ended December 31, 2025 primarily relates to the settlement by Booking.com of certain Italian tax matters (see Note 16). The majority of unrecognized tax benefits are included in "Other assets, net" in the Consolidated Balance Sheet as of December 31, 2025. The amount of unrecognized tax benefits, if recognized, that would affect the effective tax rate are $243 million as of December 31, 2025. As of December 31, 2025 and 2024, total gross interest and penalties accrued was $7 million and $6 million, respectively. See Note 16 for more information regarding tax contingencies.

The Company's major taxing jurisdictions include: the Netherlands, U.S., Singapore, and the United Kingdom (the "UK"). The statutes of limitations that remain open related to these major tax jurisdictions are: the Company's Netherlands returns for 2020 and forward, U.S. federal returns for 2018, as well as 2022 and forward, Singapore returns from 2021 and forward, and UK returns for 2022 and forward.

16. COMMITMENTS AND CONTINGENCIES

Competition and Consumer Protection Reviews

The Company is and has been the subject of investigations or inquiries by national competition authorities and other authorities regarding competition law matters, consumer protection issues, and other areas, such as with respect to the scope of its contractual parity provisions with accommodation providers, pricing tools or programs offered to partners, or the ranking criteria used in displaying results to consumers, and from time to time has made commitments regarding future business practices or activities. For example, the Company has previously made voluntary commitments related to showing prices inclusive of all mandatory taxes and charges, providing information about the effect of money earned on search result rankings, and adjusting how discounts and statements concerning popularity or availability are shown. Some investigations have resulted in fines and the Company could incur additional fines and/or be restricted in certain of its business practices in the future. To the extent that investigations or inquiries result in additional commitments, fines, damages, or other remedies or changes to its business, the Company's business, financial condition, and results of operations could be harmed.

In 2024, the Comisión Nacional de los Mercados y la Competencia in Spain (the "CNMC") imposed a fine and restricted certain of Booking.com's business practices such as those relating to contractual parity provisions and the ranking criteria that Booking.com can use to determine how to rank hotels in its display to customers. Booking.com does not agree with the rationale stated in the decision and the restrictions imposed, and has filed an appeal. In February 2025, the Spanish National Court ruled that the CNMC decision, including payment of the fine, is suspended pending the outcome of the appeal. The CNMC and certain third parties have sought to clarify the scope of the court's ruling, including its suspensory effect. Although the Company disagrees with the rationale stated in the CNMC decision, it recorded a liability for this matter with $485 million included in "Other long-term liabilities" in the Consolidated Balance Sheet as of December 31, 2025 and $428 million included in "Accrued expenses and other current liabilities" in the Consolidated Balance Sheet as of December 31, 2024. The Company accrued a loss of $530 million during the year ended December 31, 2023 (reflecting the initial fine amount in the CNMC's draft decision). During the year ended December 31, 2024, to align with the CNMC's reduced final fine, the Company recorded a decrease of $78 million in its accrual. The initial accrual and subsequent decrease are reflected in "General and administrative" expenses in the Consolidated Statements of Operations.

In 2017, the Swiss Price Surveillance Office (the "Swiss PSO") opened an investigation into the level of commissions of Booking.com in Switzerland. In 2025, Booking.com received a negative decision ordering a reduction of its average commission level for hotels located in Switzerland, which Booking.com disagrees with and has appealed. The Swiss PSO order is suspended pending the outcome of the appeal, and the ordered reduction in commissions would only be effective for a three-year period after a negative final judgment. The French Directorate General for Competition Policy, Consumer Affairs, and Fraud Control ("DGCCRF") opened separate investigations into Booking.com and Agoda relating to certain business practices. Booking.com has taken the steps to comply with the DGCCRF's final order to change certain of its business practices. Agoda received a draft decision, which it has responded to, and its discussions with the DGCCRF are ongoing. In June 2025, the Hellenic Competition Commission (in Greece) opened a formal investigation into whether certain practices by Booking.com may produce adverse effects for hotels and other online travel agencies and discussions with that Commission are ongoing. In August 2025, the Hungarian Competition Authority opened an investigation into whether certain practices by Booking.com may mislead consumers and Booking.com continues to respond to the Authority's requests. If any of the investigations were to find that the Company's practices violated the respective laws, or as part of a negotiated resolution, the Company may face significant fines, restrictions on its business practices, follow-on investigations or litigation, and/or be required to make other commitments.

The Company is unable to predict how any current or future investigations or litigation may be resolved or the long-term impact of any such resolution on its business. For example, 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. The Company is currently involved in such litigation and/or aware of such potential litigation. For example, German hotels have also filed parity-related claims against Booking.com and that litigation is ongoing. Additionally, various hotel associations have promoted potential class actions on behalf of European hotels against Booking.com relating to the historical use of contractual parity provisions and law firms, including in Spain, France, and the UK, are promoting similar potential claims in those jurisdictions. In the Netherlands, two Dutch foundations recently filed such claims on behalf of European hotels and consumers, respectively, with the consumer claim further alleging that Booking.com and Agoda employed misleading practices. The Company has defended against and intends to continue to defend itself against such claims. However, 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 markets where the Company is or may be involved in such litigation, making outcomes less certain and harder to forecast. If the Company 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 the Company's business, results of operations, brands, or competitive position.

Tax Matters

Between December 2018 and August 2021, the Italian tax authorities issued assessments on Booking.com's Italian subsidiary totaling approximately $295 million for the tax years 2013 through 2018, asserting that its transfer pricing policies were inadequate. The Company believes Booking.com has been and continues to be in compliance with Italian tax law. In September 2020, the Italian tax authorities approved the opening of a mutual agreement procedure ("MAP") between Italy and the Netherlands for the 2013 tax year and the Italian tax authorities subsequently approved the inclusion of the tax years 2014 through 2018 in the MAP. As of December 31, 2025, the Company made prepayments of $87 million to the Italian tax authorities to forestall collection enforcement pending the appeal phase of the case. In April 2025, the Company was notified of a MAP resolution for the 2013 through 2018 tax years that resulted in additional Italian income taxes of $23 million and the Company formally accepted the results of the MAP in May 2025. This amount was reflected in unrecognized tax benefits as of December 31, 2024. The Company is entitled to a refund of the remaining portion of its tax prepayment. The tax resulting from the MAP is partially offset by a tax benefit of $10 million relating to Netherlands income tax.

In June 2024, the Guardia di Finanza ("GdF") of Rome issued a tax audit report to Booking.com, proposing a tax assessment to the Italian Tax Authorities ("ITA"). The GdF alleged that a 2017 law (the "STR Law") obliged Booking.com to withhold and remit 21% of the total transaction value for the income tax liabilities of certain short-term rental partners in Italy for the period under audit. While the Company believes that Booking.com has been and continues to be in compliance with Italian tax laws, in November 2024, the Company entered into a settlement agreement with the ITA without admitting liability and paid $332 million to resolve the matter. The settlement is reflected in "General and administrative" expenses in the Consolidated Statement of Operations for the year ended December 31, 2024.

The Company is also involved in other tax-related audits, investigations, and litigation relating to income taxes, value-added taxes, travel transaction taxes (e.g., hotel occupancy taxes), withholding taxes, and other taxes.

Any taxes or assessments in excess of the Company's tax provisions, including the resolution of any tax proceedings or litigation, could have a material adverse impact on the Company's results of operations, cash flows, and financial condition. In some cases, assessments may be significantly in excess of the Company's tax provisions, particularly in instances where the Company does not agree with the tax authority's assessment of how the tax laws may apply to the Company's business.

Other Matters

Beginning in 2014, Booking.com B.V. received several letters from the Netherlands Pension Fund for the Travel Industry (Reiswerk) ("BPF") claiming that it was required to participate in the mandatory pension scheme of the BPF with retroactive effect to 1999, which has a higher contribution rate than the pension scheme it historically participated in. BPF instituted legal proceedings against Booking.com B.V. (which were continued by BPF's legal successor, Pension Fund PGB ("PGB")) and, in January 2024, a Dutch Court of Appeal ruled that Booking.com B.V. is required to participate in the mandatory pension scheme of the PGB with retroactive effect to 1999. Although the Company disagreed with and appealed the decision, it accrued losses of $276 million and $77 million for the years ended December 31, 2023 and 2024, respectively, included in "Personnel" expenses in the Consolidated Statements of Operations. The corresponding liability is included in "Accrued expenses and other current liabilities" in the Consolidated Balance Sheet as of December 31, 2024. After a final ruling by the Dutch Supreme Court in March 2025, Booking.com B.V. changed its pension scheme going forward and with retroactive effect to 1999, in line with the outcome of the litigation and arrangement with PGB. During the year ended December 31, 2025, the Company paid $136 million to settle the pension liability as of December 31, 2024, reflecting the arrangement with PGB that became effective during the period. The impact of the reduction in the pension liability from December 31, 2024 of $176 million is recorded in "Personnel" expenses in the Consolidated Statement of Operations for the year ended December 31, 2025. There may be additional claims with respect to the eligibility of certain employees in scope of the scheme, which may result in additional costs.

From time to time, the Company notifies the competent data protection authority, such as the Dutch data protection authority in accordance with its obligations under the General Data Protection Regulation, of certain data security incidents. Should, for example, the Dutch data protection authority decide these incidents were the result of inadequate technical and organizational security measures or practices, it may impose a fine or require other commitments.

The Company has been, is currently, and expects to continue to be, subject to legal proceedings and claims in the ordinary course of business, including claims of alleged infringement of third-party intellectual property rights. Such claims could result in the expenditure of significant financial and managerial resources, divert management's attention, and adversely affect the Company's business, reputation, results of operations, and cash flows.

In February 2026, the Company entered into favorable settlement agreements to resolve litigation matters in which it was a plaintiff, for which it expects to receive a benefit of approximately $90 million in the first quarter of 2026, upon completion of various conditions.

The Company accrues for certain other legal contingencies where it is probable that a loss has been incurred and the amount can be reasonably estimated. Such accrued amounts are not material to the Company's balance sheets and provisions recorded have not been material to the Company's results of operations or cash flows.

Other Contractual Obligations and Contingencies

The Company had $874 million and $650 million of standby letters of credit and bank guarantees issued on its behalf as of December 31, 2025 and 2024, respectively, including those issued under the revolving credit facility (see Note 12). These were obtained primarily in connection with certain of the litigation matters disclosed above and for regulatory purposes.

Booking.com facilitates the provision of partner liability insurance underwritten by third-party insurance providers, to protect certain alternative accommodation partners against liability claims and lawsuits for bodily injury or property damage that occur during a stay. While this partner liability insurance program, if applicable to the claim, provides coverage up to $1 million per occurrence (subject to limitations and exclusions), the Company retains certain potential financial risks and could be required to pay amounts in excess of policy limit.

17. SEGMENT REPORTING AND GEOGRAPHIC INFORMATION

See Note 1 for a description of the Company's business. The Company's portfolio of brands is organized into five operating segments. The Company determined its operating segments based on how its chief operating decision maker ("CODM"), who is the Chief Executive Officer and President, manages the business, makes operating decisions, and evaluates operating performance. The operating segments are aggregated into one reportable segment based on the similarity in economic characteristics, other qualitative factors, and the objectives and principles of ASC 280, Segment Reporting.

The CODM reviews revenues and an adjusted measure of earnings before interest, taxes, depreciation, and amortization less additions to property and equipment ("Adjusted EBITDA less Capex") for each operating segment. The following table presents information for the Company's reportable segment. Other segment items include operating expenses such as general and administrative and information technology. See Note 2 for additional information on these expenses.

						Year Ended December 31,
(In millions)						2025						2024						2023
Total revenues						$	26,917					$	23,739					$	21,365
Marketing expenses						8,186						7,278						6,773
Sales and other expenses						3,453						3,104						2,744
Personnel expenses						3,321						3,133						2,818
Other segment items						2,105						2,045						2,010
Segment Adjusted EBITDA less Capex						$	9,852					$	8,179					$	7,020

Decisions to allocate resources to each operating segment are made predominantly through the budgeting and forecasting process. The CODM reviews budget-to-actual variances for revenues and Adjusted EBITDA less Capex to assess performance of the operating segments. The information is also used as a basis for determining compensation for certain employees. Estimates and judgments are made in allocating certain revenues and Adjusted EBITDA less Capex to operating segments due to the integrated nature of the operating segments in the underlying transactions. The allocation process is consistent with the manner in which the CODM assesses the performance of the operating segments. Information on segment assets is not presented as depreciation and amortization is not included in measuring Adjusted EBITDA less Capex.

The following table presents the reconciliation of the Company's segment Adjusted EBITDA less Capex to Income before income taxes:

						Year Ended December 31,
(In millions)						2025						2024						2023
Segment Adjusted EBITDA less Capex						$	9,852					$	8,179					$	7,020
Additions to property and equipment						350						445						395
Adjustments related to the Netherlands pension fund matter (1)						123						—						(276)
Adjustments related to fine imposed by the Spanish Competition authority (1)						—						78						(530)
Impact of certain indirect tax matters (1)						(45)						(337)						(62)
Termination fee related to an acquisition agreement (2)						—						—						(90)
Depreciation and amortization (3)						(623)						(591)						(504)
Impairment (3) (4)						(457)						—						—
Transformation costs (5)						(203)						(34)						—
Interest expense (3)						(1,617)						(1,295)						(897)
Interest and dividend income (3)						921						1,114						1,020
Net gains (losses) on equity securities (6)						37						63						(131)
Foreign currency transaction (losses) gains on the remeasurement of certain Euro-denominated debt and accrued interest and gains on debt-related foreign currency derivative instruments (6)						(1,380)						539						(163)
Loss on early extinguishment of debt (7)						(25)						—						—
Change in fair value of the conversion option related to the convertible senior notes (7)						163						(535)						—
Other (8)						(264)						(334)						(301)
Income before income taxes						$	6,832					$	7,292					$	5,481

(1) See Note 16 for additional information.

(2) See Note 21 for additional information.

(3) See Consolidated Statements of Operations.

(4) See Note 11 for additional information.

(5) See Note 20 for additional information.

(6) See Note 18 for additional information.

(7) See Note 12 for additional information.

(8) Primarily consists of the expenses of corporate headquarters and certain other functional departments.

Stock-based compensation included in the determination of segment Adjusted EBITDA less Capex was $553 million, $522 million, and $447 million for the years ended December 31, 2025, 2024, and 2023, respectively.

Geographic Information

The Company's revenues from its businesses outside of the U.S. consist of the results of Booking.com and Agoda in their entirety and the results of the KAYAK and OpenTable businesses located outside of the U.S. This classification is independent of where the consumer resides, where the consumer is physically located while using the Company's services, or the location of the travel service provider or restaurant. For example, a reservation made through Booking.com at a hotel in New York by a consumer in the U.S. is part of the results of the Company's businesses outside of the U.S. The Company's geographic information on revenues for the years ended December 31, 2025, 2024, and 2023 is as follows:

(In millions)						U.S.															Outside of the U.S. (1)						Total Company
December 31, 2025						$	2,579														$	24,338					$	26,917
December 31, 2024						2,485															21,254						23,739
December 31, 2023						2,327															19,038						21,365

(1) Includes $21.7 billion, $18.6 billion, and $17.0 billion for the years ended December 31, 2025, 2024, and 2023, respectively, attributed to an entity domiciled in the Netherlands.

The following table presents information on the Company's property and equipment (excluding capitalized software) and operating lease assets based on location of the assets at December 31, 2025 and 2024:

						U.S.						Outside of the U.S.																		Total Company
(In millions)									The Netherlands						United Kingdom						Other
December 31, 2025						$	110					$	447					$	131					$	332					$	1,020
December 31, 2024						129						405						168						243						945

18. OTHER INCOME (EXPENSE), NET

The components of other income (expense), net included the following:

						Year Ended December 31,
(In millions)						2025						2024						2023
Foreign currency transaction (losses) gains (1)						$	(1,491)					$	383					$	(348)
Change in fair value of the conversion option related to the convertible senior notes (2)						163						(535)						—
Net gains (losses) on equity securities (3)						46						63						(131)
Other						(15)						7						2
Other income (expense), net						$	(1,297)					$	(82)					$	(477)

(1) Foreign currency transaction (losses) gains include losses of $1.4 billion, gains of $526 million, and losses of $163 million for the years ended December 31, 2025, 2024, and 2023, respectively, related to Euro-denominated debt and accrued interest that were not designated as net investment hedges (see Note 12). Foreign currency transaction (losses) gains also include losses related to derivative contracts (see Note 6).

(2) See Note 12 for additional information.

(3) See Note 5 for additional information.

19. SUPPLEMENTAL CASH FLOW INFORMATION

As of December 31, 2025 and 2024, cash and cash equivalents reported in the Consolidated Balance Sheets differ from the amounts of total cash and cash equivalents and restricted cash and cash equivalents as shown in the Consolidated Statements of Cash Flows due to restricted cash and cash equivalents of $66 million and $29 million, respectively, which are included in "Other current assets" in the Consolidated Balance Sheets. As of December 31, 2025, the restricted cash balances are primarily related to certain cash payments received from travelers on behalf of travel service providers.

Noncash investing activity related to additions to property and equipment, including stock-based compensation and accrued liabilities, was $60 million, $55 million, and $50 million for the years ended December 31, 2025, 2024, and 2023, respectively. See Note 13 for additional information on noncash financing activity related to the excise tax on share repurchases.

During the years ended December 31, 2025, 2024, and 2023, the Company made interest payments of $1.1 billion, $953 million, and $842 million, respectively. See Note 15 for information on cash paid for income taxes.

20. TRANSFORMATION COSTS

In the fourth quarter of 2024, the Company began the implementation of the organizational changes to improve operating expense efficiency, increase organizational agility, free up resources that can be reinvested into further improving its offering to travelers and partners, and better position the Company for the long term (the "Transformation Program"). The Company currently expects that the restructuring costs and accelerated investments related to the Transformation Program will largely be incurred by the end of 2026 and anticipates these costs to primarily relate to expected and ongoing workforce reductions, technology investments, and professional fees.

Transformation Program related costs are recorded in "Transformation costs" in the Consolidated Statements of Operations. For the year ended December 31, 2025, Transformation costs include employee termination benefits of $117 million and professional fees of $82 million. For the year ended December 31, 2024, Transformation costs primarily consisted of professional fees.

21. OTHER

Terminated Acquisition

In November 2021, the Company entered into an agreement to acquire global flight booking provider Etraveli Group. The completion of the acquisition was subject to certain closing conditions, including regulatory approvals. In September 2023, the European Commission announced its decision to prohibit the acquisition and consequently a termination fee of $90 million was paid by the Company in October 2023 and is recorded in "General and administrative" expenses in the Consolidated Statement of Operations for the year ended December 31, 2023.

Benefit Plans

The Company maintains a defined contribution 401(k) savings plan covering certain U.S. employees and participates in certain defined contribution plans outside of the U.S. for which it provides contributions for eligible employees. The Company's expenses related to the defined contribution plans during the years ended December 31, 2025, 2024, and 2023 were $80 million, $59 million, and $55 million, respectively. In addition, see Note 16 for information related to the Netherlands pension fund matter, including changes in accruals.

Accrued expenses and other current liabilities

Included in "Accrued expenses and other current liabilities" in the Consolidated Balance Sheets at December 31, 2025 and 2024 are accrued liabilities of $753 million and $597 million, respectively, related to marketing expenses and $775 million and $611 million, respectively, related to personnel expenses. In addition, "Accrued expenses and other current liabilities" in the Consolidated Balance Sheet at December 31, 2024 include accruals related to the Netherlands pension fund matter (see Note 16).

Booking Holdings Inc.

Schedule I - Condensed Financial Information of Parent (Booking Holdings Inc.)

CONDENSED BALANCE SHEETS

(In millions)

						December 31,
						2025						2024
ASSETS
Current assets:
Cash and cash equivalents						$	4,007					$	4,173
Receivables from subsidiaries						292						296
Other current assets						25						18
Total current assets						4,324						4,487
Loans receivable from subsidiaries						699						982
Investment in subsidiaries						9,733						10,586
Other assets						340						52
Total assets						$	15,096					$	16,107
LIABILITIES AND STOCKHOLDERS' DEFICIT
Current liabilities:
Payables to subsidiaries						$	29					$	23
Accrued expenses and other current liabilities						462						1,674
Short-term debt						1,880						1,745
Total current liabilities						2,371						3,442
Loans payable to subsidiaries						1,390						1,533
Other long-term liabilities						57						299
Long-term debt						16,856						14,853
Total liabilities						20,674						20,127
Commitments and contingencies
Total stockholders' deficit						(5,578)						(4,020)
Total liabilities and stockholders' deficit						$	15,096					$	16,107

See Notes to Condensed Financial Statements.

Booking Holdings Inc.

Schedule I - Condensed Financial Information of Parent (Booking Holdings Inc.)

CONDENSED STATEMENTS OF OPERATIONS AND COMPREHENSIVE INCOME

(In millions)

						Year Ended December 31,
						2025						2024						2023
Revenues						$	—					$	—					$	—
Operating expenses						288						341						299
Operating loss						(288)						(341)						(299)
Income from subsidiaries						64						—						—
Interest expense						(1,227)						(880)						(495)
Interest and dividend income						181						200						166
Other income (expense), net						(1,241)						4						(166)
Equity in earnings (losses) of subsidiaries, net of tax						7,483						7,061						5,074
Income before income taxes						4,972						6,044						4,280
Income tax (benefit) expense						(432)						162						(9)
Net income						$	5,404					$	5,882					$	4,289
Other comprehensive income (loss), net of tax						85						(52)						(56)
Comprehensive income						$	5,489					$	5,830					$	4,233

See Notes to Condensed Financial Statements

Booking Holdings Inc.

Schedule I - Condensed Financial Information of Parent (Booking Holdings Inc.)

CONDENSED STATEMENTS OF CASH FLOWS

(In millions)

						Year Ended December 31,
						2025						2024						2023
OPERATING ACTIVITIES:
Net cash provided by operating activities						$	6,733					$	6,414					$	6,464
INVESTING ACTIVITIES:
Dividends received						380						139						107
Other investing activities						297						(37)						(128)
Net cash provided by (used in) investing activities						677						102						(21)
FINANCING ACTIVITIES:
Loans from subsidiaries						1,352						104						91
Proceeds from the issuance of long-term debt						3,681						4,836						1,893
Payments on maturity, redemption, and conversion of debt						(4,970)						(1,312)						(500)
Payments for repurchase of common stock						(6,440)						(6,509)						(10,377)
Dividends paid						(1,248)						(1,174)						—
Proceeds from exercise of stock options						15						14						134
Other financing activities						34						(54)						(42)
Net cash used in financing activities						(7,576)						(4,095)						(8,801)
Net (decrease) increase in cash and cash equivalents						(166)						2,421						(2,358)
Total cash and cash equivalents, beginning of period						4,173						1,752						4,110
Total cash and cash equivalents, end of period						$	4,007					$	4,173					$	1,752

See Notes to Condensed Financial Statements.

Booking Holdings Inc.

Schedule I - Condensed Financial Information of Parent (Booking Holdings Inc.)

NOTES TO CONDENSED FINANCIAL STATEMENTS

1. BASIS OF PRESENTATION

These condensed parent company-only financial statements of Booking Holdings Inc. (the "Parent") are prepared on a "parent company-only" basis and have been derived from and should be read in conjunction with the consolidated financial statements and related notes of Booking Holdings Inc. and subsidiaries included in Part IV, Item 15 of this Annual Report on Form 10-K (the "Consolidated Financial Statements"). Under a parent company-only presentation, investments in the parent's subsidiaries are accounted for under the equity method of accounting. Certain information and footnote disclosures normally included in financial statements prepared in accordance with U.S. GAAP have been condensed or omitted.

2. DEBT

See Note 12 to the Consolidated Financial Statements for additional information on the Parent's revolving credit facility and outstanding debt.

3. DIVIDENDS FROM SUBSIDIARIES

Cash dividends paid to the Parent by the subsidiaries were $7.9 billion, $7.2 billion, and $7.3 billion for the years ended December 31, 2025, 2024, and 2023, respectively, and are classified within "Net cash provided by operating activities" or "Net cash provided by (used in) investing activities," as appropriate, in the Condensed Statements of Cash Flows.

Noncash dividends to the Parent from subsidiaries were $1.6 billion for the year ended December 31, 2025.

4. GUARANTEES

The Parent had $809 million and $721 million of guarantees issued on behalf of the Parent's subsidiaries as of December 31, 2025 and 2024, respectively, which are primarily related to arrangements with payment processors and networks.