📄 What This Document Is

This document is a Definitive Proxy Statement (Form DEF 14A). Think of it as a comprehensive annual report delivered specifically to shareholders before the Annual Meeting. 🗳️

Because this statement is filed in 2026, it gives readers an extremely deep dive into Booking Holdings Inc.’s performance for the full year 2025, outlining the company's governance structure, executive pay, and strategic plans for the future. 👉 It is the primary source for understanding the company's financial health and corporate leadership decisions.

🏢 What Booking Holdings Does

In simple terms, Booking Holdings is a massive online marketplace that helps people plan, book, and pay for travel experiences globally. 🌐

The company is a leader in the online travel industry, operating through five main consumer-facing brands: Booking.com, Priceline, Agoda, KAYAK, and OpenTable. It facilitates travel across 220+ countries and territories, connecting millions of travelers with over 40+ properties.

👉 Its core value proposition is being a "connected" platform—a single point where travelers can find, plan, book, and pay for multiple parts of a trip (like flights, hotels, and restaurants) seamlessly.

💰 2025 Financial Performance

The company reported strong growth in 2025, achieving multiple record highs while strategically reinvesting in its future and returning capital to investors. 📈

Key Financial Highlights for 2025:

• Revenue: Generated $26.9 billion in revenues, marking a 13% increase compared to the prior year. This growth signals that increasing global travel demand is supporting the business.
• Gross Bookings: Achieved an all-time high of over 1.2 billion room nights booked, an increase of 8% year over year. This metric confirms the strong utilization of its platforms by both travelers and property owners.
• Adjusted EBITDA: Hit $9.9 billion, representing a 20% increase. This is a key profitability measure, indicating strong operational efficiency and core business profitability.
• Net Income: Totaled $5.4 billion, which was down 8% from the prior year. While revenue grew, this figure highlights potential headwinds or investments that compressed net profitability in 2025.
• Net Cash from Operations: Generated approximately $9.4 billion in net cash, and $9.1 billion in free cash flow. This strong cash generation indicates the company has significant internal resources to fund growth and pay down obligations.

💸 Capital Return and Investor Value

Booking Holdings was highly active in returning cash to its shareholders and strengthening its capital structure in 2025. 🎁

The company returned a total of $8.2 billion to stockholders through a combination of actions, which included:

• Share Repurchases: Repurchased $5.9 billion in shares (excluding tax-related withholdings). A large repurchase program is a strong sign management believes the stock is undervalued.
• Cash Dividends: Paid out $1.2 billion in cash dividends. The board signaled confidence by increasing the quarterly dividend by 10% in the first quarter of 2025.
• Convertible Notes Settlement: Utilized $1.1 billion to settle the conversion premium on its convertible notes at maturity. This action was necessary to avoid diluting the company's share count by settling the notes in stock.

The company noted a significant milestone: since restarting its repurchase program in 2022, it has returned more than 100% of its free cash flow to stockholders.

🚀 Strategic Pillars and AI Focus

The company's long-term strategy is heavily focused on harnessing the power of technology, especially Generative AI, to improve every step of the traveler journey. 🧠

The "Connected Trip" Vision:

• The company is advancing a "Connected Trip" vision, which means helping travelers book multiple aspects of a trip (like accommodation and local activities) in one place.
• In 2025, "connected transactions" (trips involving multiple bookings) grew in the high 20% range, showing that travelers trust Booking Holdings to manage their whole itinerary.
• The business also expanded its Alternative Accommodations supply to 8.6 million listings, meeting the evolving consumer demand for variety and flexibility.

AI Integration:

• The company views Generative AI as a powerful catalyst for growth, rapidly integrating it across its brands.
• In 2025, capabilities were introduced that enable natural language search during discovery, smart filters, and interactive AI assistants for personalized support.
• The goal is to create a seamless and personalized experience where AI agents can coordinate trips with deep customization and context.

👥 Board of Directors & Leadership

The proxy statement details the individuals overseeing the company, focusing on governance structure and committee leadership. 🏛️

The Leadership Structure:

• The Board of Directors consists of multiple independent directors, and the company confirmed that the separation of the roles of CEO and Chair is in the best interests of the Company.
• Robert J. Mylod, Jr. is the Chair of the Board (since June 2020).
• Charles H. Noski has served as the Lead Independent Director since June 2020.
• The Board will reduce its size from twelve directors to eleven following the Annual Meeting, as Lynn V. Radakovich is retiring from the Board.

Director Expertise: The Board's nominees bring vast experience in finance, global business, technology, and leadership. For instance, director Glenn D. Fogel, the CEO, has extensive experience leading the acquisition and growth of key brands like Booking.com, Agoda, KAYAK, and OpenTable.

⚙️ Governance & Committee Oversight

Corporate governance rules dictate how the company is run and monitored. The Board established three primary committees, each with specific, critical oversight duties. ✅

1. Audit Committee (Chair: Vanessa A. Wittman):

• This committee reviews and oversees the company's consolidated financial statements, accounting practices, and internal controls.
• It is the primary body for major financial risk oversight and manages the relationship with the independent accounting firm.
• Why this matters: The Audit Committee ensures that the company's books are accurate and that financial reporting practices are robust and transparent.

2. Talent and Compensation Committee (Chair: Mirian M. Graddick-Weir):

• This committee is responsible for recommending the CEO's compensation and reviewing the pay for other senior executives (NEOs).
• It also oversees the overall risks related to compensation programs and human capital management.
• Why this matters: This body ensures that the way the company rewards its leaders is fair, performance-aligned, and sustainable.

3. Corporate Governance Committee (Chair: Charles H. Noski):

• This committee is responsible for identifying qualified candidates for the Board and recommending nominees for election.
• It also manages the annual review of the CEO succession plan, ensuring the company can quickly and smoothly find future leaders.
• Why this matters: It acts as the internal guardian of the Board's quality and independence, making sure the leadership bench is always strong.

🛡️ Corporate Risk and Oversight Policies

The Board's structure mandates dedicated oversight of major risks, ensuring the company is prepared for challenges—from cyberattacks to financial instability. 🚨

• Risk Review: The Board, along with its committees, reviews key risks at least annually, while management is responsible for executing the mitigation strategies.
• Cybersecurity Oversight: The Audit Committee has delegated its oversight of the company’s cybersecurity program to the specialized Cybersecurity Subcommittee, which includes directors like Larry Quinlan. This committee monitors security policies, incident response, and data protection risks.
• Employee Training: As part of risk mitigation, management requires all employees to complete regular privacy and data protection training, including annual information security awareness trainings.

📅 Annual Meeting Information

Stockholders are invited to the 2026 Annual Meeting of Stockholders. 📢

• Date & Time: Tuesday, June 2, 2026, at 11:00 a.m. Eastern Time.
• Location: The meeting will be held virtually at www.virtualshareholdermeeting.com/BKNG2026.
• Action Items: Stockholders will vote on six major proposals, including the election of eleven directors, approval of the 2025 executive compensation, and ratification of the independent accounting firm.

🧠 The Analogy

Think of Booking Holdings as a massive, highly interconnected Swiss watch. 🇨🇭 The strategy is the mechanism (AI, Connected Trip), the revenue is the power source, and the Board of Directors and its various committees (Audit, T&C, CG) are the watchmakers. The committees don't build the watch, but they meticulously inspect every gear, spring, and jewel—making sure the finances are accurate, the leaders are compensated fairly, and the overall mechanism runs smoothly and reliably for decades to come.

🧩 Final Takeaway

BKNG is executing a multi-billion dollar, technology-driven pivot, using Generative AI and its massive data advantage to maintain market leadership in the travel industry. While the company successfully generated massive cash and returned significant capital to shareholders, its future growth is tied directly to its ability to implement these advanced technologies and manage governance complexity.