Booking Holdings Inc.

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 14A

Proxy Statement Pursuant to Section 14(a) of the

Securities Exchange Act of 1934 (Amendment No. )

Booking Holdings Inc.

(Name of Registrant as Specified In Its Charter)

(Name of Person(s) Filing Proxy Statement, if other than the Registrant)

Our mission is to make it easier for

everyone to experience the world. We aim to:

Our Values

TABLE OF CONTENTS

APRIL 21, 2026

Dear Stockholders,

For nearly three decades, Booking Holdings has helped transform travel through innovative technology. Today, we are

at another pivotal moment for our industry. Generative AI is accelerating innovation and reshaping how we advance

our mission: To Make It Easier For Everyone To Experience The World. As with past technological leaps, we believe

Generative AI will serve as a powerful catalyst for innovation and growth. As a result, I have never been more optimistic

about the long-term future of travel or more confident in the opportunities ahead for Booking Holdings.

While there will always be short-term disruptions to travel due to conflicts, natural disasters or periods of economic

slowdown, looking at the long-term, travel demand remains a powerful and growing force, driven by the deep human

desire to explore, connect and experience the world. Our customers, both travelers and partners, want value, reliability,

and service. Our commitment to delivering that earns their trust, and is an important reason why they choose us today and

we believe they will continue to choose us in the years ahead.

2025: Strong Execution Amidst Technological Evolution

Against this backdrop and amidst this latest technology transformation – which was well underway throughout 2025 – the

past year was one of disciplined growth. We delivered solid financial performance while investing thoughtfully in our long-

term strategy, delivering gross booking growth that outpaced the broader accommodations industry.

We booked more than 1.2 billion room nights, an increase of 8% year over year. Financially we achieved $26.9 billion in

revenues, up 13% compared to the prior year, $5.4 billion in net income, down 8% from the prior year, and adjusted

EBITDA of $9.9 billion, reflecting a 20% increase. See Appendix A for a reconciliation of non-GAAP financial measures

to GAAP financial measures.

We generated approximately $9.4 billion in net cash provided by operating activities and approximately $9.1 billion in free

cash flow. We returned $8.2 billion to stockholders through share repurchases, dividends, and $1.1 billion utilized to settle

the conversion premium on our convertible notes at maturity to avoid dilution from settlement in stock. Since restarting our

repurchase program in 2022, we have returned more than 100% of our free cash flow to stockholders and reduced our

share count by 22%, after accounting for shares issued for employee equity compensation. We also increased our

quarterly dividend by 10% in the first quarter of 2025, reflecting confidence in our long-term trajectory. We continued

enhancing the travel experience across our platform, saw strong growth in Asia and the United States, and further

expanded our AI driven capabilities in our effort to deliver greater value to both travelers and partners.

Beyond the numbers, we made meaningful progress advancing our strategic vision across Booking.com, Priceline, Agoda,

Kayak, and OpenTable. These investments are focused on improving how trips are discovered, planned, booked, and

managed, while further strengthening the tools, insights, and services provided to our supply partners. Over time, our

opportunity lies in further connecting our data and travel technology expertise in real time to seamlessly support every

aspect of a trip – before, during, and post-stay – driving incremental demand for our supply partners. Our data, deep

industry knowledge, and relationships with millions of partners on the ground remain a critical differentiator to propel

future growth.

Looking ahead, I am highly encouraged by the opportunities ahead for our company. The long-term drivers of our industry

remain compelling, and our mission and the principles that have guided us since our inception will continue to shape our

path forward.

Travel’s Foundations are Stronger Than Ever

We have seen that travel has consistently grown faster than global GDP. And as prosperity rises and access to

opportunities expand, people increasingly view travel not as a luxury, but as an essential part of their lives.

The structural backdrop is no different today. Rising incomes are expanding the global traveler base, longer and healthier

lives are extending active travel years, and demand is broadening across regions and generations. Travel flows are

evolving, with growth coming from both established markets and faster growing regions around the world.

Our industry will always face periods of volatility, but travel has consistently proven to be resilient. It recovers because the

underlying human desire to travel does not fade.

Delivering Value for our Customers

Delivering superior technology and exceptional value to our customers is the cornerstone of enduring success. We serve

two sets of customers – travelers and supplier partners – and our ability to create differentiated value for both drives

loyalty, growth, and long-term stronger competitive positioning.

For travelers, we continued advancing our Connected Trip vision, centered on reducing friction and increasing relevance

across the traveler journey. In 2025, connected transactions, meaning trips that included bookings across more than one

vertical, grew in the high 20% range and represented a low double digit percentage of Booking.com’s total transactions.

This demonstrates that travelers trust us to manage multiple aspects of their trips.

We also strengthened our Genius loyalty program, now available in more than 200 countries and territories and spanning

a broad range of supply, including independent properties and alternative accommodations. The value of Genius is

straightforward: reward loyal travelers with meaningful benefits while delivering incremental bookings to our partners.

Last year, Level 2 and Level 3 Genius travelers represented over 30% of our active base and accounted for a

high-50% share of room nights, up from 2024. These travelers book more frequently, book further in advance, and

return more consistently.

We continued to expand our Alternative Accommodations supply, reaching 8.6 million listings at year end, to better serve

evolving traveler preferences. Alternative Accommodations room night growth once again outpaced both our core hotel

business and the broader alternative accommodations industry, underscoring sustained demand for flexibility, variety,

and choice.

For our partners, our value proposition remains foundational to our two sided marketplace, particularly as technology and

consumer behavior continue to evolve. Independent partners drive the vast majority of our room nights, while the top 10

global hotel chains represent only a low double digit percentage of Booking.com’s total room nights. Partners work with us

not only for the demand we generate, but also for our data driven insights and integrated technology solutions across

payments and advertising, among others, which help them operate effectively and more efficiently in an increasingly

complex digital environment.

Strong partnerships, however, require more than technology. They require collaboration, local expertise, and shared

success. That is why we maintain dedicated partner services teams around the world, working closely with our supply

partners to improve performance and adapt to local market dynamics.

This partnership model is especially important as international travel continues to be a meaningful driver of long-term

growth, even as it introduces greater complexity across language, payments, and service. To help our partners navigate

that complexity, we have made targeted investments including accelerating the integration of Generative AI to improve

customer service response times, enhancing local language capabilities, and expanding our global payments platform to

support more than 100 payment methods and over 50 currencies.

By continuously enhancing value on both sides of our marketplace, we reinforce the foundation for sustainable,

long-term growth.

Technology as an Enabler for Growth and Opportunities

Technology is at the core of our value proposition.

From our earliest days, we have been a technology led company. We have deployed traditional AI at scale for more than a

decade and our approach to Generative AI builds on that foundation. As with every wave of innovation, we focus on

practical application, deploying technology where it delivers tangible and measurable outcomes for our customers, our

partners, and our business. We continuously enhance our existing products while testing and learning quickly to help

shape what comes next in travel. And that mindset is even more critical in a Generative AI driven world.

The pace of innovation today is even faster. Generative AI is reshaping how people search for, plan, book, and experience

travel. Across our brands, thousands of engineers, data scientists, and product teams are working on embedding this

technology throughout the traveler journey.

In 2025, we introduced capabilities that enable natural language search during discovery, smart filters and property

summaries to support booking decisions, and interactive AI assistants that provide faster and more personalized support

before and during travel. As we work to scale these capabilities in accommodations, we are also expanding some of them

into additional verticals and have introduced voice functionality.

We are also partnering with leading AI innovators to explore emerging consumer behaviors and new entry points into

travel. As large language model platforms evolve and new demand pathways develop, we are well positioned to

participate in and help shape that demand – much as we have done throughout our history when new demand pathways

emerged and customer behavior evolved. At the same time, we remain focused on growing our direct relationships with

travelers. Whether people begin their journey on review sites, search engines, social media apps or now through LLMs,

our global marketing efforts seek to meet the customer in the right channel, at the right moment in time to deliver the

superior technology-driven booking experience that has driven the growth of this company for decades, while encouraging

deeper direct engagement with our platforms.

Even with progress already underway, we believe we are only beginning to realize how transformative this technology can

be for the travel experience. Over time, we envision a seamless and personalized experience in which AI-powered agents

help coordinate trips with greater customization, context, and convenience.

Our company culture is rooted in an obsession with making travel easier. In an era of rapid technological advancement,

our ability to combine proprietary data, advanced technological expertise, deep experience operating across more than

220 countries and territories, andmillions of properties enables us to deliver differentiated value. Together, these

strengths, reinforced by continued investment in AI capabilities and operational excellence, create a durable foundation for

long-term success.

Closing

The global travel market and demand for travel continue to grow, creating a runway of opportunity ahead. As a leader in

our industry, we remain focused on pioneering the next waves of innovation that will enhance value across both sides of

our marketplace. Advances in AI can be a tailwind for us going forward, allowing us to make things more intuitive,

personalized, and efficient across our marketplace.

But we know that trust is earned every day and at every touchpoint with our customers. We must remain agile, continue to

adapt, and challenge ourselves to improve. We will keep testing and learning with discipline, stay humble yet ambitious,

remain grounded in what our customers need, and operate with integrity while delivering strong results.

We have always been a forward-looking company, anticipating change and evolving our business to stay ahead of it. Our

journey has only been made possible by the dedication of our employees, the guidance of our Board, and the continued

trust of our stockholders.

Together, we will continue building for the long-term.

Thank you.

Glenn Fogel

Chief Executive Officer

Booking Holdings Inc.

APRIL 21, 2026

Dear Stockholder,

You are cordially invited to attend the 2026 Annual Meeting of Stockholders (the “Annual Meeting”) of Booking Holdings

Inc. to be held at 11:00 a.m. Eastern Time on Tuesday, June 2, 2026.

You may attend the Annual Meeting, which will be held virtually, by visiting the websitewww.virtualshareholdermeeting.com/

BKNG2026. To ask questions and vote, you will need the 16‑digit control number that appears on your Notice

of Internet Availability of Proxy Materials, on the proxy card, or on the instructions that accompanied the

proxy materials.

The proxy statement provides information about Booking Holdings Inc. in addition to describing the business we will

conduct at the meeting.

Whether or not you plan to attend, please mark, sign, date, and return your proxy card in the enclosed envelope as soon

as possible or vote online or by calling the toll‑free telephone number as described in the instructions included in your

proxy card. Your stock will be voted in accordance with the instructions you give in your proxy card. You may attend the

Annual Meeting and vote through the virtual meeting platform, even if you have previously voted, by following the

instructions included in the proxy statement. We hope you are able to join us on June 2.

Sincerely,

Chair of the Board

April 21, 2026