DEF 14A of Booking Holdings Inc., Apr 21, 2026

DEF 14A of Booking Holdings Inc.

Filed Apr 21, 2026 · FY20250001308179-26-000310

Open on EDGAR

  1. Our Values

    | NOTICE OF ANNUAL MEETING OF STOCKHOLDERS | 6 | | PROXY SUMMARY | 7 | | Our 2025 Financial Performance | 8 | | Corporate Governance Highlights | 8 | | Our Board | 9 | | Executive Compensation Highlights | 10 | | CORPORATE GOVERNANCE | 11 | | PROPOSAL 1 | 12 | | Election of Directors | | | Nominees for Election as Directors | 13 | | Nomination and Election Process | 25 | | Board Evaluations | 27 | | Corporate Governance Highlights | 28 | | Our Board's Role in Company Strategy | 30 | | Board's Role in Risk Oversight | 30 | | Board Committees | 32 | | Director Independence | 35 | | Certain Relationships and Related Person Transactions | 35 | | Other Governance Policies and Practices | 36 | | Sustainability and Inclusion | 37 | | Cybersecurity & Privacy | 38 | | Security Ownership of Certain Beneficial Owners and Management | 39 | | EXECUTIVE COMPENSATION | 41 | | A Letter from the Talent and Compensation Committee to our Stockholders | 42 | | Compensation Discussion and Analysis | 43 | | Executive Summary | 43 | | Compensation Philosophy and Objectives | 47 | | Compensation Best Practices | 47 | | Pay Elements | 48 | | How We Measure Performance | 49 | | How We Make Compensation Decisions | 49 | | Other Components of Executive Compensation | 61 | | Compensation Governance Matters | 62 | | Talent and Compensation Committee Report | 63 | | Summary Compensation Table | 64 | | Grants of Plan-Based Awards Table | 66 | | Outstanding Equity Awards at 2025 Fiscal Year-End Table | 67 | | Option Exercises and Stock Vested Table | 69 | | Employment Contracts, Termination of Employment, and Change in Control Arrangements | 69 | | Potential Payments Upon a Change in Control and/or Termination | 76 | | 2025 CEO Pay Ratio | 78 |

  2. Our Values

    | Pay Versus Performance | 79 | | Equity Compensation Plan Information | 84 | | Non-Employee Director Compensation and Benefits | 85 | | Delinquent Section 16(a) Reports Section | 87 | | Talent and Compensation Committee Interlocks and Insider Participation | 87 | | Compensation Risk Assessment | 87 | | PROPOSAL 2 | 88 | | Advisory Vote to Approve 2025 Executive Compensation | | | AUDIT MATTERS | 89 | | Report of the Audit Committee | 90 | | Auditor Independence | 92 | | PROPOSAL 3 | 93 | | Ratification of Selection of Independent Registered Public Accounting Firm | | | BOARD OF DIRECTORS & STOCKHOLDER PROPOSALS | 95 | | PROPOSAL 4 | 96 | | Board of Directors Proposal — Amendment to Restated Certificate of Incorporation to Provide for Officer Exculpation | | | PROPOSAL 5 | 98 | | Stockholder Proposal — Avoid Brand Damage due to Corporate Political Spending | | | PROPOSAL 6 | 101 | | Stockholder Proposal — Stockholder Resolution Regarding Business Operations in Illegal Settlements | | | 2027 Stockholder Proposals | 105 | | OTHER MATTERS | 107 | | Other Matters | 108 | | Annual Meeting Information | 109 | | APPENDICES | 113 | | APPENDIX A | 114 | | Unaudited Reconciliation of GAAP to Non-GAAP Financial Information | 114 | | Non-GAAP Financial Measures | 118 | | APPENDIX B | 119 | | Certificate of Amendment of the Restated Certificate of Incorporation of Booking Holdings Inc. | 119 | | APPENDIX C | 120 | | Form of Proxy Card | 120 |

  3. OUR MISSION IS TO MAKE IT EASIER FOR EVERYONE TO EXPERIENCE THE WORLD

    PROXY SUMMARY Executive Compensation Highlights Executive Compensation Highlights Our Board recommends that stockholders vote to approve, on an advisory basis, the compensation paid to the Company’s named executive officers (“NEOs”) in 2025. The Talent & Compensation Committee (the “T&C Committee”) designs our executive compensation program with an emphasis on performance-based pay, aligning executive interests with those of stockholders, and attracting and retaining key talent. In 2025, a majority of the overall compensation awarded to our NEOs was performance-based and consisted primarily of stock-based compensation. The T&C Committee granted stock-based compensation consisting of (i) performance share units (“PSUs”) with three-year financial performance-based targets impacted by a relative total stockholder return modifier and an absolute total stockholder return governor, and (ii) restricted stock units (“RSUs”) that vest equally over three years. In addition, NEO bonuses awarded under the short-term incentive program were subject to individual bonus caps of two times target. We believe that these program features appropriately incentivize our NEOs and align their interests with stockholders, and have contributed to strong stockholder support for our say-on-pay advisory vote each year since 2023. We invite you to read A Letter from the Talent and Compensation Committee to our Stockholders on page 42 and our Compensation Discussion & Analysis on page 43 for more information.

  4. Average of Other NEOs

    Average of Other NEOs (1)Mix is shown at target. Percentages are approximate due to rounding. Stock Split On April 2, 2026, the Company effected a twenty-five-for-one forward stock split of the Company’s common stock (the “Stock Split”). The Company’s common stock began trading at the split-adjusted price on April 6, 2026. Share numbers and per-share amounts presented in this proxy statement have been adjusted retroactively, where applicable, to reflect the Stock Split. Corporate Governance

  5. Average of Other NEOs

    | ELECTION OF DIRECTORS | 12 | | NOMINEES FOR ELECTION AS DIRECTORS | 13 | | NOMINATION AND ELECTION PROCESS | 25 | | BOARD EVALUATIONS | 27 | | CORPORATE GOVERNANCE HIGHLIGHTS | 28 | | OUR BOARD’S ROLE IN COMPANY STRATEGY | 30 | | BOARD’S ROLE IN RISK OVERSIGHT | 30 | | BOARD COMMITTEES | 32 |

  6. Average of Other NEOs

    | DIRECTOR INDEPENDENCE | 35 | | CERTAIN RELATIONSHIPS AND RELATED PERSON TRANSACTIONS | 35 | | OTHER GOVERNANCE POLICIES AND PRACTICES | 36 | | SUSTAINABILITY AND INCLUSION | 37 | | CYBERSECURITY & PRIVACY | 38 | | SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT | 39 |

  7. Average of Other NEOs

    | 12 | BOOKING HOLDINGS INC. | 2026 PROXY STATEMENT |

  8. Average of Other NEOs

    CORPORATE GOVERNANCE

  9. Average of Other NEOs

    | Proposal 1 Election of Directors | | | | The Board of Directors recommends a vote FOR each of the Board’s nominees. |

  10. Average of Other NEOs

    The Board currently consists of twelve directors, with no vacancies, and the term of all directors expires at the Annual Meeting. Ms. Radakovich is retiring from the Board, effective as of the Annual Meeting, and therefore is not standing for re‑election. Due to Ms. Radakovich’s retirement, the size of the Board will be reduced from twelve directors to eleven directors, effective as of the Annual Meeting. Assuming all nominated directors are elected, following the Annual Meeting the Board will consist of eleven directors with no vacancies. If elected at the Annual Meeting, each of the eleven director nominees will hold office for a one‑year term until the 2027 annual meeting of stockholders and until their successor has been duly elected and qualified, or until their earlier death, resignation, or removal. Unless otherwise instructed, the persons named as proxies on the accompanying proxy card will vote shares represented by properly executed proxies for the eleven nominees listed below. The proxies solicited by this proxy statement may not be voted for more than eleven nominees. Although the Board anticipates that the eleven nominees will be available to serve as directors on our Board and each person nominated has agreed to serve if elected, if any of them should be unwilling or unable to serve, the proxies will be voted for the election of such substitute nominee or nominees as may be designated by the Board.

  11. Average of Other NEOs

    | 2026 PROXY STATEMENT | BOOKING HOLDINGS INC. | 13 |

  12. Average of Other NEOs

    CORPORATE GOVERNANCE Nominees for Election as Directors Nominees for Election as Directors Set forth below is biographical information as of March 31, 2026 for each person nominated for election to the Board at the Annual Meeting.

  13. Average of Other NEOs

    | | Glenn D. Fogel 64 | Chief Executive Officer and President | | | Director Since 2017 | Committees lNone | | | Other Current U.S. Public Company Directorships lNone | | | Professional Experience lBooking Holdings Inc. lChief Executive Officer and President (since 2017) lChief Executive Officer of Booking.com (since 2019) lHead of Worldwide Strategy and Planning (2010 - 2016) lExecutive Vice President, Corporate Development (2009 - 2016) lTrader at a global asset management firm lInvestment banker specializing in the air transportation industry lMember of the New York State Bar (retired) | | | | Qualifications | | | | | Leadership: Guided Booking Holdings through a long period of sustained global growth and strategic transformation in his roles as President and CEO of Booking Holdings and CEO of Booking.com. | | | | Finance: Expertise in finance gained through his roles as CEO, Head of Worldwide Strategy and Planning, and Corporate Development, which build upon his background as an investment banker and a trader. | | | | Global Business: Manages our complex international operations and led our corporate development for over fifteen years, completing the acquisitions of Booking.com, Agoda, KAYAK, and OpenTable, among others. | | | | Technology: Focuses the Company on relentless innovation and leveraging Gen AI and other new technologies to execute our long-term strategy, while managing an evolving risk and compliance environment. | |

  14. Average of Other NEOs

    | 14 | BOOKING HOLDINGS INC. | 2026 PROXY STATEMENT |

  15. Average of Other NEOs

    CORPORATE GOVERNANCE Nominees for Election as Directors

  16. Average of Other NEOs

    | | Mirian M. Graddick‑Weir 71 | Independent | | | Director Since 2018 | Committees lTalent and Compensation (Chair) | | | Other Current U.S. Public Company Directorships lYum! Brands, Inc. (since 2012); Nominating and Governance Committee (Chair), Management Planning and Development Committee | | | Professional Experience lMerck & Co., Inc. lExecutive Vice President of Human Resources (2008 - 2018) lSenior Vice President of Human Resources (2006 - 2008) lAT&T Corporation lExecutive Vice President of Human Resources and Employee Communications (2004 - 2006) lExecutive Vice President of Human Resources (1999 - 2004) Board and Other Experience lThe Samuel E. Massenberg Sr. Foundation, Inc., CEO (since 2016) lFoundation Board of the Society for Industrial/Organizational Psychology (SIOP), Trustee (since 2018) | | | | Qualifications | | | | | Global Business: Experienced business leader at two major international firms for nearly two decades as well as a long-standing board leader for two public companies. | | | | Human Resources: Managed global talent, executive development, compensation, benefits, recruiting, and training impacting employees at two major international firms. | |

  17. Average of Other NEOs

    | 2026 PROXY STATEMENT | BOOKING HOLDINGS INC. | 15 |

  18. Average of Other NEOs

    CORPORATE GOVERNANCE Nominees for Election as Directors

  19. Average of Other NEOs

    | | Kelly Grier 56 | Independent | | | Director Since 2023 | Committees lAudit | | | Other Current U.S. Public Company Directorships lIllinois Tool Works, Inc. (since 2022); Audit Committee, Finance Committee lCDW Corporation (since 2023); Audit Committee, Nominating and Corporate Governance Committee lAT&T Corporation (since 2025); Human Resources Committee, Corporate Development and Finance Committee | | | Professional Experience lPermira Advisers, a global investment firm, Senior Adviser (since 2023) lErnst & Young (EY), a global professional services firm lChair and Chief Executive Officer, EY‑US (2018 - 2022) lManaging Partner for the Americas region (2018 - 2022) lChair of EY-US Board and a member of the EY Global Executive and Global Practice Group (2018 - 2022) lVice Chair of Talent of EY, SEC Audit Partner, and other roles (1991 - 2018) lCertified Public Accountant (retired) Board and Other Experience lZendesk, Director (since 2023) lPeterson Institute for International Economics, Director | | | | Qualifications | | | | | Leadership: Held various executive roles, including CEO for a leading market of a major global professional services firm. | | | | Finance: Certified public accountant with over three decades’ experience at a leading global accounting firm, and member of three public company audit committees. | | | | Global Business: Managing partner of a significant geographical region for a major global professional services firm. | | | | Human Resources: As Vice Chair of Talent, managed global talent strategy, focusing on talent experience, for employees in a leading market at a major global professional services firm. | |

  20. Average of Other NEOs

    | 16 | BOOKING HOLDINGS INC. | 2026 PROXY STATEMENT |

  21. Average of Other NEOs

    CORPORATE GOVERNANCE Nominees for Election as Directors

  22. Average of Other NEOs

    | | Robert J. Mylod, Jr. 59 | Independent Chair | | | Director Since 2017 | Committees lTalent and Compensation | | | Other Current U.S. Public Company Directorships lVroom, Inc. (since 2015, IPO in 2020); Independent Executive Chair, Audit Committee (Chair), Compensation Committee | | | Professional Experience lAnnox Capital Management, a private investment firm, Managing Partner (since 2013) lBooking Holdings Inc. (1999 - 2011) lChief Financial Officer lVice Chair, Head of Worldwide Strategy and Planning, and other roles Board and Other Experience lFreightos, LTD, Director (2014 - 2023) lRedfin, Director (2014 - 2022), Chair of the Board (2016 - 2020), Member of Audit Committee (2013 - 2018) lDropbox, Inc., Director, Member of Audit Committee and Compensation Committee (2014 - 2021) | | | | Qualifications | | | | | Leadership: Demonstrated history of executive oversight, global strategic planning, and entrepreneurial and investment knowledge. Played an integral role in growing Booking Holdings during his tenure as an executive. | | | | Finance: Executive chair, and previously CFO, each for large publicly listed companies; extensive background in finance-oriented roles at public and private companies. | | | | Global Business: Senior leadership roles at companies with significant international operations. | | | | Technology: Decades of experience working at and advising technology companies from startups to platforms with millions of users. | |

  23. Average of Other NEOs

    | 2026 PROXY STATEMENT | BOOKING HOLDINGS INC. | 17 |

  24. Average of Other NEOs

    CORPORATE GOVERNANCE Nominees for Election as Directors

  25. Average of Other NEOs

    | | Charles H. Noski 73 | Lead Independent Director | | | Director Since 2015 | Committees lAudit lCorporate Governance (Chair) | | | Other Current U.S. Public Company Directorships lHewlett Packard Enterprise Company (since 2020); Finance and Investment Committee (Chair), Nominating and Governance Committee, Strategy Committee | | | Professional Experience lBank of America Corporation (2010 - 2012) lVice Chairman lExecutive Vice President and Chief Financial Officer lNorthrop Grumman Corporation (2003 - 2005) lDirector lCorporate Vice President and Chief Financial Officer lAT&T Corporation (1999 - 2002) lVice Chair of the Board of Directors lSenior Executive President and Chief Financial Officer lHughes Electronics Corporation (1990 - 1999) lVice Chair, President, and Chief Operating Officer (1997 - 1999) lVice Chair and Chief Financial Officer (1997) lSenior Vice President and Chief Financial Officer (1992 - 1996) lVice President & Controller (1990 - 1992) lDeloitte & Touche LLP (1973 - 1990), Partner (1983 - 1990) Board and Other Experience lMIO Partners, Inc., Director, Member of Risk Committee and Audit Committee (since 2022) lWells Fargo & Company, Director (2019 - 2021), Chair of the Board, Chair of Governance and Nominating Committee, Chair of Audit Committee lFinancial Accounting Foundation, Chair of the Board of Trustees (2016 - 2019) lMicrosoft Corporation, Director (2003 - 2019), Chair of Audit Committee, Member of Governance and Nominating Committee lNational Association of Corporate Directors, Director (2014 - 2018) | | | | Qualifications | | | | | Leadership: Extensive executive and board leadership experience at large public companies. | | | | Finance: In-depth knowledge of financial statements, reporting processes, and effective auditing gained from a successful career in finance and accounting positions at global finance, technology, telecommunications, and other companies. | | | | Global Business: Senior management and board leadership roles at companies with significant international operations. | |

  26. Average of Other NEOs

    | 18 | BOOKING HOLDINGS INC. | 2026 PROXY STATEMENT |

  27. Average of Other NEOs

    CORPORATE GOVERNANCE Nominees for Election as Directors

  28. Average of Other NEOs

    | | Larry Quinlan 63 | Independent | | | Director Since 2022 | Committees lCybersecurity Subcommittee (Chair) | | | Other Current U.S. Public Company Directorships lServiceNow, Inc. (since 2021); Audit Committee lJones Lang LaSalle Incorporated (since 2022); Audit and Risk Committee (Chair), Nominating, Governance and Sustainability Committee | | | Professional Experience lDeloitte, a professional services firm lGlobal Chief Information Officer (2010 - 2021) Board and Other Experience lHexaware Technologies Ltd, Non-Executive Chairman of the Board of Directors (since 2022) lDelinea, Director (since 2022) lUBS (Americas Holding Co), Director, Member of the Audit Committee (since 2022) lMatillion Limited, Director, Member of the Audit Committee (since 2022) lSonatype, Inc., Director (since 2022) lBoomi, Director (since 2022) | | | | Qualifications | | | | | Global Business: Managed technology infrastructures spanning multiple continents, navigating cross-border regulatory and compliance environments, and led over 10,000 IT professionals across 175 countries as a senior executive at a professional services firm. | | | | Technology: Oversaw IT infrastructure, cybersecurity, and digital transformation in his career at Deloitte and has experience as a director at a number of technology-focused international businesses. | |

  29. Average of Other NEOs

    | 2026 PROXY STATEMENT | BOOKING HOLDINGS INC. | 19 |

  30. Average of Other NEOs

    CORPORATE GOVERNANCE Nominees for Election as Directors

  31. Average of Other NEOs

    | | Nicholas J. Read 61 | Independent | | | Director Since 2018 | Committees lAudit lCybersecurity Subcommittee | | | Other Current U.S. Public Company Directorships lNone | | | Professional Experience lEXA Infrastructure, a digital infrastructure company, Interim CEO (2023 - 2024), Chair of the Board (since 2023) lGlobal Infrastructure Partners, an infrastructure investor a part of BlackRock, Inc., Senior Advisor (since 2023) lVodafone, a multinational communications company lChief Executive Officer (2018 - 2022) and Advisor (2022 - 2023) lGroup Chief Financial Officer of Vodafone Group Plc (2014 - 2018) lDirector of Group plc (2014 - 2022) and of certain publicly traded subsidiaries (2009 - 2022) lRegional Chief Executive Officer for Africa, Middle East and Asia Pacific (2009 - 2014) lChief Financial Officer and Chief Executive Officer of Vodafone Limited, the U.K. operating company as well as other senior roles (2001 - 2009) lUnited Business Media Plc, senior global finance positions lFederal Express Worldwide, senior global finance positions lFellow Chartered Management Accountant and a Chartered Global Management Accountant Board and Other Experience lAltice France SAS, Director (since 2025) lOak Consortium Holdco Ltd, Director (since 2024) lnLighten, Director, Chair of the Board (since 2024) lRadius Global Infrastructure, Director (since 2023) lManchester Met University, Governor (since 2023) | | | | Qualifications | | | | | Leadership: Chief executive of a large multinational communications company and senior executive and board roles at several other international firms. | | | | Finance: Served as CFO and in senior finance positions at several organizations as is a Chartered Management Accountant. | | | | Global Business: Experience managing global operations in senior executive and finance roles, including navigating challenging international regulatory environments. | |

  32. Average of Other NEOs

    | 20 | BOOKING HOLDINGS INC. | 2026 PROXY STATEMENT |

  33. Average of Other NEOs

    CORPORATE GOVERNANCE Nominees for Election as Directors

  34. Average of Other NEOs

    | | Thomas E. Rothman 71 | Independent | | | Director Since 2013 | Committees lCorporate Governance | | | Other Current U.S. Public Directorships lNone | | | Professional Experience lSony Pictures Entertainment’s Motion Picture Group, a media and entertainment company lChief Executive Officer (since 2021) lChairman (since 2015) lTriStar Productions, Chairman (2013 - 2015) lFox Entertainment Group Inc., Chief Executive Officer (2005 - 2012), Chairman (2000 - 2012) lTwentieth Century Fox Film Group (1994 - 2000) lPresident (2000) lPresident of Twentieth Century Fox Production (1995 - 2000) lFox Searchlight Pictures, President (1994) lSamuel Goldwyn Company, President of Worldwide Production (1989 - 1994) lFrankfurt, Kurnit, Klein & Selz, Associate and Partner (1982 - 1987) Board and Other Experience lCalifornia Institute of the Arts (2013 - 2025) lCorporation for Public Broadcasting, Director (2021 - 2025) lNational Council of the Arts, Director (2016 - 2019) lBrown University, Trustee (2009 - 2015), Emeritus (since 2015) | | | | Qualifications | | | | | Leadership: Significant experience gained through decades of leadership and oversight of several major media and entertainment firms. | | | | Finance: Deep understanding of financial complexities of operating major media organizations, including the financing of motion pictures and television programs and demonstrated fiscal discipline. | | | | Global Business: Experience with international production and worldwide distribution, providing high-level corporate leadership at international media and entertainment businesses. | | | | Sales and Marketing: Proven track record in global marketing of entertainment content, deep understanding of marketing efficiency, brand building, and worldwide distribution strategies. | |

  35. Average of Other NEOs

    | 2026 PROXY STATEMENT | BOOKING HOLDINGS INC. | 21 |

  36. Average of Other NEOs

    CORPORATE GOVERNANCE Nominees for Election as Directors

  37. Average of Other NEOs

    | | Kurt Sievers 56 | Independent | | | Director Since 2026 | Committees lCorporate Governance (effective April 20, 2026) | | | Other Current U.S. Public Company Directorships lNone | | | Professional Experience lNXP Semiconductors N.V., a semiconductor products and software design and manufacturing company lChief Executive Officer, President, Director (2020 - 2025) lExecutive Management (2009 - 2025) lVarious roles in Marketing & Sales, Product Definition & Development, Strategy and general management leadership positions at Philips, the former parent company of NXP (1995 - 2020) Board and Other Experience lDaimler Truck AG, Shareholder Representative of the Supervisory Board (since 2025) lCapgemini SE, Director, Member of the Strategy & CSR Committee, and Compensation Committee (since 2021) lGerman National Electrical and Electronics Industry Association (ZVEI), Director (2012 - 2025) lGlobal Semiconductor Alliance (GSA), Director (2021 - 2025) lEuropean Semiconductor Industry Association, Chairman (2020 - 2023) | | | | Qualifications | | | | | Leadership: Demonstrated strategic, operational, and innovative leadership at NXP Semiconductors where he led the company through transformative corporate transactions and significant growth. | | | | Global Business: Expertise in scaling complex cross-border businesses through executive management of a global semiconductor designer and manufacturer, and several global board roles. | | | | Technology: Decades of hands-on technological innovation at NXP Semiconductors and Philips, including in senior product roles. | |

  38. Average of Other NEOs

    | 22 | BOOKING HOLDINGS INC. | 2026 PROXY STATEMENT |

  39. Average of Other NEOs

    CORPORATE GOVERNANCE Nominees for Election as Directors

  40. Average of Other NEOs

    | | Sumit Singh 46 | Independent | | | Director Since 2022 | Committees lTalent and Compensation | | | Other Current U.S. Public Company Directorships lChewy, Inc. (since IPO in 2019) | | | Professional Experience lChewy, Inc., a pet retailer specializing in pet food, supplies, healthcare, and services lChief Executive Officer (since 2018) lChief Operating Officer (2017 - 2018) lAmazon.com, Inc. lWorldwide Director, Consumables businesses (fresh and pantry) (2015-2017) lGeneral Manager, North American merchant fulfillment and third-party businesses (2013 - 2015) lDell Technologies Inc, various senior management positions (2003 - 2013) | | | | Qualifications | | | | | Leadership: Chief executive officer and senior management experience scaling customer-centric e-commerce businesses with a focus on technological innovation. | | | | Global Business: Has been a leader at several major international, consumer-focused technology companies with global operations and customers across diverse markets. | | | | Technology: Decades of experience at e-commerce pioneers and innovators, navigating significant periods of change in the industry. | | | | Sales and Marketing: Experience growing brand recognition for Chewy through customer focused marketing techniques. | |

  41. Average of Other NEOs

    | 2026 PROXY STATEMENT | BOOKING HOLDINGS INC. | 23 |

  42. Average of Other NEOs

    CORPORATE GOVERNANCE Nominees for Election as Directors

  43. Average of Other NEOs

    | | Vanessa A. Wittman 58 | Independent | | | Director Since 2019 | Committees lAudit (Chair) lCorporate Governance lCybersecurity Subcommittee | | | Other Current U.S. Public Company Directorships lOscar Health, Inc. (since IPO in 2021); Audit Committee (Chair); Talent and Compensation Committee lAmerican International Group, Inc. (since 2023); Risk Committee (Chair), Audit Committee | | | Professional Experience lGlossier, an online beauty product company lChief Financial Officer (2019 - 2022) lAdvisor (2022) lOath, Chief Financial Officer (2018 - 2019) lDropbox, Chief Financial Officer (2015 - 2016) lMotorola Mobility, Chief Financial Officer (2012 - 2014) lMarsh & McLennan Companies, Executive Vice President and Chief Financial Officer (2008 - 2012) Board and Other Experience lImpossible Foods Inc., Director, Chair of Audit Committee (2019 - 2025) lUlta Beauty, Director, Audit Committee (2014 - 2019) lSirius XM Holdings, Director (2011 - 2018) | | | | Qualifications | | | | | Leadership: Proven ability to lead the financial operations of high-growth and established organizations, including through transformation and complex corporate transactions. | | | | Finance: Expertise in corporate finance, capital allocation, financial reporting, and effective risk oversight across her Chief Financial Officer and committee chair positions in various industries. | | | | Global Business: Senior management roles at several large multinational organizations across a variety of industries. | | | | Technology: Experience in leadership roles at high-growth technology and e-commerce companies. | |

  44. Average of Other NEOs

    | 24 | BOOKING HOLDINGS INC. | 2026 PROXY STATEMENT |

  45. Average of Other NEOs

    CORPORATE GOVERNANCE Nominees for Election as Directors Retiring Director

  46. Average of Other NEOs

    | | Lynn V. Radakovich 58 | Independent | | | Director Since 2016 | Committees lCorporate Governance lTalent and Compensation | | | Other Current U.S. Public Company Directorships lFord Motor Company (since 2017); Compensation, Talent and Culture Committee (Chair), Nominating and Governance Committee, Sustainability, Innovation and Policy Committee lDell Technologies Inc. (since 2019); Compensation Committee (Chair), Audit Committee lFigma, Inc. (since 2019; IPO in 2025); Compensation Committee (Chair), Audit Committee | | | Professional Experience lSalesforce, a cloud-based customer relationship management company lExecutive Vice President and Chief Marketing Officer (2013 - 2017) lAndreessen Horowitz, Partner (2012 - 2013) lTerracotta Inc., Chief Marketing Officer (2010 - 2012) lTake3, Chair and CEO (2006 - 2016) lMicrosoft, various roles (2004 - 2005) lBEA Systems, various roles (2001 - 2004) lBain & Company (1999 - 2000) | | | | Qualifications | | | | | Global Business: Experience managing operations and marketing strategies for large-scale international organizations. | | | | Technology: Leadership roles at various technology-driven businesses and advisor to start-up and growth stage technology companies. | | | | Sales and Marketing: Held various senior executive marketing roles and developed or advised on go-to- market strategies for enterprise software, cloud technology, and other tech companies. | |

  47. Average of Other NEOs

    | 2026 PROXY STATEMENT | BOOKING HOLDINGS INC. | 25 |

  48. Average of Other NEOs

    CORPORATE GOVERNANCE Nomination and Election Process Nomination and Election Process Identifying Director Candidates Our Board is committed to a refreshment process to maintain its effectiveness, independence, and ability to adapt to evolving business needs. The Corporate Governance Committee (the “CG Committee”) believes that each nominee should be evaluated based on their individual merits, taking into account the Company’s needs and the overall composition of the Board. The CG Committee primarily uses the following criteria to identify and recommend nominees for election or appointment to the Board: lhighest personal and professional ethics and integrity; lrelevant business, professional, or managerial skills and experience useful to the oversight of the Company's business; ldemonstrated leadership skills through involvement in business, professional, charitable, or civic affairs; lcurrent knowledge of the markets and communities in which the Company does business and in the Company's industry or industries relevant to the Company's business; lability and willingness to commit adequate time to fulfilling Board and committee duties and responsibilities; lability and willingness to exercise independent judgment, ask probing questions, and express tough opinions; lfit of the individual's expertise, skills, knowledge, experience, and personality with those of other directors and potential directors in building a Board that is effective, collegial, and responsive to the needs of the Company; and ldiversity of viewpoints, background, experience, knowledge, and perspectives. 2 3 4 5 1 Sources for Candidate Pool In-Depth Review by Corporate Governance Committee Recommend Slate of Nominees Full Board Review Board Nomination/ Stockholder Election We appointed one new independent director in 2026. Who Can Recommend Candidates? lOutside consultants may be employed to help identify candidates; lOther Board members and members of management; and lStockholders. Our CG Committee gives appropriate consideration to potential candidates recommended by stockholders in the same manner as other potential candidates identified by the CG Committee. Stockholders who wish to submit potential candidates for consideration by the CG Committee or for consideration by stockholders for election to our Board at our 2027 annual meeting of stockholders may do so in accordance with the procedures described in 2027 Stockholder Proposals on page 95, in accordance with our By‑Laws, or in accordance with our Stockholder Communications Procedures, available at ir.bookingholdings.com/governance, as applicable.

  49. Average of Other NEOs

    | 26 | BOOKING HOLDINGS INC. | 2026 PROXY STATEMENT |

  50. Average of Other NEOs

    CORPORATE GOVERNANCE Nomination and Election Process Evaluating Director Candidates Members of the CG Committee evaluate possible candidates and once a candidate is identified whom the CG Committee considers for nomination, the chair of the CG Committee or their designee enters into discussions with that nominee. When considering current directors for nomination for re‑election to the Board, the CG Committee takes into account the performance of each director. Underperforming directors may be asked to leave the Board or may not be re‑nominated for election. The CG Committee also reviews the composition of the Board in light of its and our current challenges and needs, and determines whether it may be appropriate to add or remove individuals after considering the need for specific expertise and independence, judgment, skills, background, tenure, diversity of perspectives, and experience. Director Qualifications In addition to individuals with the highest personal and professional ethics, we endeavor to have Board members with policy‑making expertise in business areas that are relevant to the global nature of our operations and our long‑term strategy. We continuously evaluate the relevant qualifications against our strategy to ensure our Board members collectively have the skills to guide our Company. The Board and the CG Committee believe that the following key qualifications should be represented on the Board:

  51. Average of Other NEOs

    | | Leadership. Directors with experience in significant leadership positions over an extended period, especially chief executive officer (“CEO”) positions, provide the Board and management with special insights. These individuals generally possess exceptional leadership qualities and identify and develop those qualities in others. They demonstrate a practical understanding of organizations, processes, strategy, risk management, and methods to drive change and growth. | | | Finance. It is important for our directors to understand finance, financial statements, and financial reporting processes. We generally measure our operating and strategic performance by reference to financial targets. In addition, accurate financial reporting and effective auditing are critical to our success. | | | Global Business. We operate a global business and believe that having directors with business perspectives representing a variety of markets is important to our continued growth. | | | Human Resources. As a global business with thousands of employees around the world, directors with human capital management experience are important to our success. | | | Technology. Directors with technology oversight experience, particularly in e‑commerce businesses, are helpful in overseeing management and offering insight into technology innovations and the evolving risk landscape. | | | Sales and Marketing. Our business depends on effective marketing and directors with notable sales and marketing experience provide additional insight and advice to management in these areas. |

  52. Average of Other NEOs

    The following matrix shows the qualifications identified for each nominee by the CG Committee and the Board when considering the current nominees.

  53. Average of Other NEOs

    | 2026 PROXY STATEMENT | BOOKING HOLDINGS INC. | 27 |

  54. Average of Other NEOs

    CORPORATE GOVERNANCE Nomination and Election Process

  55. Average of Other NEOs

    | | | | | | | | | | Leadership | Finance | Global Business | Human Resources | Technology | Sales and Marketing | | Glenn D. Fogel | | | | | | | | Mirian M. Graddick‑Weir | | | | | | | | Kelly Grier | | | | | | | | Robert J. Mylod, Jr. | | | | | | | | Charles H. Noski | | | | | | | | Larry Quinlan | | | | | | | | Nicholas J. Read | | | | | | | | Thomas E. Rothman | | | | | | | | Kurt Sievers | | | | | | | | Sumit Singh | | | | | | | | Vanessa A. Wittman | | | | | | |

  56. Average of Other NEOs

    Director Tenure The CG Committee and the Board consider director tenure in connection with the evaluation of nominee independence and seek to have a mix of short-, medium-, and long-tenured director nominees. In evaluating nominees, the CG Committee balances Board continuity and the knowledge gained over years of service with a deliberate and planned Board refreshment process that brings new expertise and perspectives. Board Evaluations We conduct an annual evaluation process to assess the performance of our Board and its committees, which includes: 1

  57. evaluation

    *Represents beneficial ownership of less than one percent. (a)Beneficial ownership is determined in accordance with the rules of the SEC and includes sole or shared voting and investment power with respect to securities, except as discussed in the footnotes below. Shares of common stock issuable upon vesting of restricted stock units or performance share units that vest by their terms within 60 days after March 16, 2026, are deemed to be outstanding and to be beneficially owned by the person holding such stock options, restricted stock units and/or performance share units for the purpose of computing the percentage ownership of such person, but are not treated as outstanding for the purpose of computing the percentage ownership of any other person. Certain directors have elected to defer receipt of shares of common stock pursuant to vested restricted stock unit awards for tax planning purposes. However, depending on the terms of the deferral program in place at the time of the deferral, if the director does not have the right to receive the shares until more than 60 days after termination of board service, those shares are not included in the above table even though the director has vested in the shares and bears the economic risk of ownership. (b)Includes 21,000 shares held by Annox Capital, LLC. Mr. Mylod is the managing member of Annox Capital, LLC and as a result may be deemed to beneficially own the securities held of record by Annox Capital, LLC. Mr. Mylod disclaims such beneficial ownership except to the extent of his pecuniary interest therein, if any. (c)Includes 345,500 shares held by a grantor retained annuity trust of which Mr. Fogel is the trustee. (d)Does not include 5,225 vested shares, the receipt of which has been deferred by Mr. Noski for tax planning purposes (such shares will be issued to Mr. Noski 90 days after termination of his Board service). Includes 1,250 shares held by a family trust. (e)Includes 3,275 shares held by a family trust. (f)Includes 4,725 shares held by a family trust. (g)Does not include 18,875 vested shares, the receipt of which has been deferred by Mr. Rothman for tax planning purposes (such shares will be issued to Mr. Rothman 90 days after termination of his Board service). Includes 1,275 shares held by a family trust.

  58. evaluation

    | OUTSTANDING EQUITY AWARDS AT 2025 FISCAL YEAR‑END TABLE | 67 | | OPTION EXERCISES AND STOCK VESTED TABLE | 69 | | EMPLOYMENT CONTRACTS, TERMINATION OF EMPLOYMENT, AND CHANGE IN CONTROL ARRANGEMENTS | 69 | | POTENTIAL PAYMENTS UPON A CHANGE IN CONTROL AND/OR TERMINATION | 76 | | 2025 CEO PAY RATIO | 78 | | PAY VERSUS PERFORMANCE | 79 | | EQUITY COMPENSATION PLAN INFORMATION | 84 | | NON‑EMPLOYEE DIRECTOR COMPENSATION AND BENEFITS | 85 | | DELINQUENT SECTION 16(A) REPORTS SECTION | 87 | | TALENT AND COMPENSATION COMMITTEE INTERLOCKS AND INSIDER PARTICIPATION | 87 | | COMPENSATION RISK ASSESSMENT | 87 | | ADVISORY VOTE TO APPROVE 2025 EXECUTIVE COMPENSATION | 88 |

  59. evaluation

    EXECUTIVE COMPENSATION A Letter from the Talent and Compensation Committee to our Stockholders A Letter from the Talent and Compensation Committee to our Stockholders Dear Fellow Stockholders, Thank you for your ongoing support of Booking Holdings and our mission to make it easier for everyone to experience the world. In 2025, Booking Holdings leadership continued to deliver strong results, focusing on continued execution of our Company’s mission while innovating and advancing our strategic objectives to position us well for the future. As the Talent & Compensation Committee, we strive to foster robust performance and growth through a thoughtfully-designed compensation program. Our Compensation Program Our pay philosophy emphasizes connecting executive compensation with long‑term value creation for our stockholders, mainly through equity awards based on the Company’s financial results and stock price performance. Our NEOs generally receive a mix of 60% PSUs and 40% RSUs under our long-term incentive program. The PSUs have three-year financial performance targets that are impacted by a relative total stockholder return (“TSR”) modifier and an absolute TSR governor. Under the short-term incentive program, our NEOs annual bonuses are capped at two times target. These features ensure that we reward maximizing shareholder returns and tie executive pay to Company performance. We also prioritize the judicious use of stock-based compensation and in 2025, our stock-based compensation resulted in approximately 0.4% of stockholder dilution, again positioning us in the bottom quartile of our peers. Our Say-on-Pay vote received strong stockholder support of 88% in 2025, 90% in 2024, and 88% in 2023. In 2025, the Company continued to engage in productive and insightful conversations with our stockholders, reaching out to investors representing approximately 50% of our outstanding shares in each of the Spring and Fall to discuss compensation matters, among other topics. In addition, a representative from one of our top 10 stockholders, which owns over 2% of our outstanding shares, spoke with our full Board in October 2025. We value these discussions with our stockholders and share their views that our NEOs should be compensated in ways that drive sustained business growth and stockholder value. Our 2025 Results and Looking Ahead to 2026 In 2025, the Company achieved record gross bookings, room nights, and revenues for the fourth straight year. In addition, our NEOs executed on our long-term strategy by integrating new Gen AI features to enhance the consumer and partner experience and drive efficiencies in our operations, growing our Connected Trip verticals, and enabling $550 million in savings through a transformation program, creating capacity for the Company to reinvest in key strategic priorities. We returned further value to stockholders in 2025 with share repurchases of about $5.9 billion, authorization of a new $20 billion stock repurchase program, payment of quarterly dividends that distributed an aggregate of $1.2 billion, and $1.1 billion utilized to settle the conversion premium on our convertible notes at maturity. In January 2026, the Board approved a 9.4% per-share increase to our quarterly cash dividend. We believe our strong 2025 results and positioning for 2026 support the design for our executive compensation program. As always, we value your feedback and thank you for your continued support and investment in our Company. Mirian M. Graddick‑Weir, Chair Robert J. Mylod, Jr. Lynn V. Radakovich (retiring) Sumit Singh

  60. evaluation

    | Element | Form | Key Characteristics | Link to Stockholder Value | | Base Salary | Cash | Determined by: lReview of the Compensation Peer Group described below; lIndividual performance of the executive, including level of responsibility and breadth of knowledge; and lReview of the executive's total compensation, both individually and relative to other senior executives. | lProvide a level of economic security and stability so executives can focus on meeting our objectives, and encourage attraction and retention of top talent. | | Short-term Incentive Program | Cash | lCompany financial performance and individual performance; and lCap of 2x target for individual NEO bonuses. | lPromote achievement of the Company's annual goals. | | Long-term Incentive Program | PSU 60% of LTI(1) | lTied to our financial performance, our relative TSR compared to a group of travel and tourism peers, and capped at target if absolute TSR is not positive; and lNumber of shares ranges from zero to 2x the target grant amount, depending on our financial performance over a three-year performance period. | lIncentivize strong long-term financial and TSR performance, as well as increases in our stock price over a three-year period. | | | RSU 40% of LTI(1) | lTied to value of stock; and lAlso used in connection with new hires or promotions to provide an initial stake in the Company and an additional retention incentive until the individual's PSUs begin to vest. | lAlignment of interests with stockholders and to provide a retention element that balances the at-risk pay in the long-term incentive program. |

  61. evaluation

    (1)In 2025, Mr. Pisano began receiving a mix of 50% PSUs and 50% RSUs as part of a review of compensation practices for similarly-situated individuals.

  62. evaluation

    | 2024 | | Summer 2024 | | Fall 2024 | | | | lCompensation planning began for 2025 compensation lAssessment of Compensation Peer Group | | lAnalysis of market compensation lConducted stockholder engagement lConsolidated feedback and communicated to the T&C Committee lReviewed competitiveness of plan design | | 2025 | | Winter 2025 | | Summer 2025 | | | | lBoard met with a stockholder holding approximately 3% of our shares lSet 2025 Bonus Plan and long-term incentive plan performance targets lSet Company and individual goals for 2025 lT&C Committee assessed and revised PSU/ RSU mix for Chief Human Resources Officer lGranted three-year 2025 PSUs and RSUs | | lConsolidated feedback from annual meeting voting outcomes and spring stockholder engagement for T&C Committee and Board | | | | Spring 2025 | | Fall 2025 | | | | lEngaged stockholders on matters to be voted on at the annual stockholder meeting, including say-on-pay | | lConducted stockholder engagement lT&C Committee assessed compensation trends and considered the compensation program for 2026 lBoard met with a stockholder holding over 2% of our shares | | 2026 | | Winter 2026 | | | | | | lCommunicated stockholder feedback to the T&C Committee lFinalized 2025 Bonus Plan performance achievement and 2023 PSU vesting factor | | |

  63. evaluation

    EXECUTIVE COMPENSATION How We Make Compensation Decisions Benchmarking and Target Compensation Our benchmarking analysis includes a comparison of each element of total compensation against a peer group of publicly‑traded companies. The primary characteristics used to determine the peer group are industry, revenues, qualitative business attributes, and peers identified by our peers. The T&C Committee includes a balance of travel, e-commerce, and software/platform technology companies and seeks to primarily include companies with revenues between one‑half and two times our annual revenues. The T&C Committee also included leading e-commerce or technology companies with revenues that exceed two times our revenues because there are relatively few companies that meet our criteria and we compete with those companies for executive talent. The T&C Committee reviews the existing peer group annually with the help of its independent compensation consultant. In 2024, the T&C Committee determined that the peer group for 2025 compensation decisions would consist of the sixteen companies listed below (the “Compensation Peer Group”). The T&C Committee reviewed revenues of the Compensation Peer Group from the last twelve months as of May 2024 and confirmed our revenues ranked at approximately the 50th percentile of such group.

  64. evaluation

    | Adobe Inc. | Expedia Group, Inc. | PayPal Holdings, Inc. | | Airbnb, Inc. | IAC/InterActiveCorp | TripAdvisor, Inc. | | Alphabet Inc. | Marriott International, Inc. | Uber Technologies, Inc. | | Amazon.com, Inc. | Meta Platforms, Inc. | Wayfair, Inc. | | eBay Inc. | Microsoft Corporation | | | Electronic Arts Inc. | Netflix, Inc. | |

  65. evaluation

    The T&C Committee reviews data from the Compensation Peer Group to assess “market” compensation for each NEO, which it considers to be within a range of the median of comparable executives’ pay for the Compensation Peer Group, and to ensure that our executive compensation program as a whole is competitive. The Compensation Peer Group does not dictate the NEOs’ compensation and is not a substitute for the T&C Committee’s judgment in establishing compensation. Overview Each year, the T&C Committee reviews all compensation elements, including each NEO’s base salary, annual cash bonus opportunity, and long‑term equity incentives, as well as payments that would be required under various severance and change in control scenarios. The T&C Committee considers each executive’s market compensation levels and individual performance. The 2025 compensation program emphasizes a significant percentage of performance‑based pay. Performance‑based pay is forfeitable if revenue and compensation EBITDA performance goals are not met. The T&C Committee believes that performance‑based compensation appropriately incentivizes executives to achieve results for the long‑term benefit of our stockholders.

  66. evaluation

    | 2025 COMPENSATION MIX(1) | | | CEO | Average of Other NEOs |

  67. evaluation

    (1)Mix is shown at target. Percentages are approximate due to rounding.

  68. evaluation

    | 52 | BOOKING HOLDINGS INC. | 2026 PROXY STATEMENT |

  69. evaluation

    EXECUTIVE COMPENSATION How We Make Compensation Decisions 2025 Named Executive Officer Performance

  70. evaluation

    | GLENN D. FOGEL President and Chief Executive Officer |

  71. evaluation

    The Board and the T&C Committee considered the following highlights of Mr. Fogel’s 2025 performance: lHis consistent and exemplary leadership throughout the year; lOur financial and operating performance, including the Company’s highest‑ever revenue, gross bookings, and room nights; lIntegration of new generative artificial intelligence ("Gen AI") features to enhance the consumer and partner experience and drive efficiencies in our operations; lContinued advancement towards our Connected Trip vision to make planning, booking, and traveling simpler, more personalized, and seamless; lExpansion of Booking.com's Genius loyalty program across verticals and continued improvement of loyalty programs across our brands to provide a more personalized experience for consumers and incremental value to partners; lPartnerships with leading Gen AI organizations; lContinued to increase brand awareness and localization in key geographies such as Asia and the U.S.; lIncreased adoption of our payments platform and capabilities; lGrowth of our alternative accommodations offering; lExecution on our Transformation Program to drive efficiency and help create capacity for reinvestments in our strategic priorities for long-term value creation; lBroadening our supply and increased flight and attraction ticket growth at Booking.com and Agoda; lHis healthy, open, and constructive relationship with key stakeholders; and lHis consistent “tone at the top” of absolute integrity, as well as his outstanding commitment, people management skills, and investor and Board communication skills.

  72. evaluation

    | 2026 PROXY STATEMENT | BOOKING HOLDINGS INC. | 53 |

  73. evaluation

    EXECUTIVE COMPENSATION How We Make Compensation Decisions

  74. evaluation

    | EWOUT STEENBERGEN Executive Vice President and Chief Financial Officer |

  75. evaluation

    Mr. Steenbergen is our Executive Vice President and Chief Financial Officer since 2024. Previously he served as EVP, Chief Financial Officer at S&P Global Inc. (“S&P”), a financial information and analytics company, since 2016. As part of his role as CFO at S&P, Mr. Steenbergen was also appointed as President, Engineering Solutions in 2022 when S&P merged with IHS Markit, and led Kensho Technologies, an S&P artificial intelligence company, from 2018. Prior to his role with S&P, Mr. Steenbergen served as Executive Vice President and CFO of Voya Financial, Inc., a financial services company. He also serves on the board of directors of AXA Group (France) and UNICEF USA. The T&C Committee and Mr. Fogel considered the following highlights of Mr. Steenbergen’s 2025 performance: lExceptional leadership and performance as Chief Financial Officer along with strategic insight and advice; lOur financial and operating performance, including the Company’s highest‑ever revenue, gross bookings, and room nights; lExecution on our Transformation Program to improve operating expense efficiency, increase organizational agility, and free up resources for reinvestment; lLeadership in developing our strategic reinvestment program, ensuring disciplined capital allocation toward priorities that drive long-term value creation; lShaped a capital management program with a focus on creating long-term value for stockholders; lEnhanced external disclosures and investor materials to enrich discussions with stockholders; lIncreased adoption of our payments platform and capabilities; lLeadership, management, and strengthening of our finance department including through leadership development; lLeadership in developing our financial plans; lExceptional management of capital during volatile macroeconomic periods and economic uncertainty; lEffective communication with the financial and investor communities; and lNotable progress of key operating efficiency initiatives.

  76. evaluation

    | 54 | BOOKING HOLDINGS INC. | 2026 PROXY STATEMENT |

  77. evaluation

    EXECUTIVE COMPENSATION How We Make Compensation Decisions

  78. evaluation

    | PETER J. MILLONES Executive Vice President and General Counsel |

  79. evaluation

    Mr. Millones has been our General Counsel since January 2001 and our Executive Vice President since April 2003. He previously served as our Vice President and Associate General Counsel from March 2000 to January 2001 and as our Corporate Secretary from January 2001 to April 2018 and March 2021 to January 2022. Prior to that, Mr. Millones was with the law firm of Latham & Watkins LLP. The T&C Committee and Mr. Fogel considered the following highlights of Mr. Millones’ 2025 performance: lExceptional leadership and performance as General Counsel; lSkillful management of our legal department, including the compliance and privacy teams; lNavigation of the increasingly complex regulatory environment for online digital platforms; lContributions to improving our systems and processes, including global legal coordination and collaboration among our different brands on key issues; lHis healthy, open, and constructive relationship with key stakeholders including the Board; and lOversight of our corporate governance practices and efforts to organize and assist with the Board’s activities.

  80. evaluation

    | PAULO PISANO Chief Human Resources Officer |

  81. evaluation

    Mr. Pisano has served as our Chief Human Resources Officer since August 2021 and as Senior Vice President and Chief People Officer of Booking.com since March 2020. Prior to joining Booking.com, Mr. Pisano was the Chief People Officer at Galp, a globally integrated energy company, from December 2015. Previously, he served as the SVP and Chief Talent Officer at Pearson, an education publishing and learning assessment company, following his post as Head of Organizational Effectiveness at Barclays. The T&C Committee and Mr. Fogel considered the following highlights of Mr. Pisano’s 2025 performance: lGlobal coordination of the human resources function and engagement with employees through global macroeconomic uncertainty; lLeadership and development of our global workforce that reflects and is responsive to the needs of our consumers and partners; lExceptional leadership through the Transformation Program. lContinued focus on maintaining a committed and engaged workforce across continents at various brands; lEffective engagement with key stakeholder groups around the Company; lEfforts to attract and retain talent in key roles to build new functions, innovations, and products; and lCreation of opportunities for employees to grow and build their careers through training and development programs.

  82. evaluation

    | 2026 PROXY STATEMENT | BOOKING HOLDINGS INC. | 55 |

  83. evaluation

    EXECUTIVE COMPENSATION How We Make Compensation Decisions 2025 Base Salaries Salary levels are typically considered annually as part of our performance review process as well as upon a promotion or other change in job responsibility. In 2025, the T&C Committee made no changes to the annual base salaries of our NEOs. The differences between 2024 and 2025 for Messrs. Fogel, Millones, and Pisano noted below are a result of the salary adjustment that occurred during 2024, reflecting a lower base salary paid for part of the year. Mr. Steenbergen’s 2024 salary reflects his March 15, 2024 start date.

  84. evaluation

    | Executive Officer | 2024 Salary(1) | 2025 Salary(1) | | Glenn D. Fogel | $1,166,667 | $1,250,000 | | Ewout Steenbergen(2) | $656,298 | $825,000 | | Peter J. Millones | $717,750 | $750,000 | | Paulo Pisano(3) | $572,390 | $620,884 |

  85. evaluation

    (1)2024 and 2025 salaries listed reflect the amount received over the course of the year to align with the amount reported in the Summary Compensation Table. (2)Mr. Steenbergen became our Executive Vice President and Chief Financial Officer on March 15, 2024. (3)Mr. Pisano’s 2024 salary reflects the average 2024 EUR/USD exchange rate of 1.08168149 and 2025 salary reflects the average 2025 EUR/USD exchange rate of 1.12887982. Short‑term Incentive Program Under our Bonus Plan, the bonus pool is meaningfully funded only if we have significant year-over-year earnings and/or revenue growth on a fixed currency basis, taking into account the size of our business, market expectations regarding our growth, and our expectations regarding the growth of our markets. The Bonus Plan pool applicable to our NEOs is funded based on our Compensation EBITDA and Revenue, which were used on an equally‑weighted basis to measure performance in connection with the 2025 NEO Bonus Plan. The amount in the pool increases as our Compensation EBITDA and/or Revenue increase (until the cap on the pool is reached), and cash bonuses are awarded to NEOs from this pool. Although Company performance is a key factor in individual bonus payments for our NEOs, the T&C Committee may adjust the aggregate pool and/or individual bonuses upwards up to the max pool cap or downwards as it deems appropriate, subject to an individual bonus cap of two times their target bonus. 2025 Bonus Plan Outcomes To set rigorous growth targets for the 2025 Bonus Plan, the T&C Committee considered feedback from stockholder engagement and consensus performance expectations following the Company's record financial performance in 2024.

  86. evaluation

    | Bonus | 2025 Revenue Performance Relative to 2024(1) | 2025 Compensation EBITDA Performance Relative to 2024(1) | | At Target | 6% growth | 6% growth | | At Maximum | 10% growth | 14% growth | | Actual | 7% growth | 13% growth |

  87. evaluation

    EXECUTIVE COMPENSATION How We Make Compensation Decisions The Company’s strong financial performance in 2025 resulted in the Company exceeding its target performance goals and funding the NEO bonus pool at 1.62 times target, but not reaching maximum funding of two times target, indicating the rigor of these targets. The Company’s Revenue performed 2% above target and Compensation EBITDA performed 7% above target. The T&C Committee took the Company’s financial performance into account when it awarded the NEOs a bonus payout of approximately 1.62 times target under the 2025 Bonus Plan reflected below.

  88. evaluation

    | Named Executive Officer | Base Salary(1) | Bonus Target as a % of Base Salary | Actual 2025 Bonus Awarded | | Glenn D. Fogel | $1,250,000 | 200% | $4,042,500 | | Ewout Steenbergen | $825,000 | 180% | $2,401,245 | | Peter J. Millones | $750,000 | 170% | $2,061,675 | | Paulo Pisano(2) | $620,884 | 140% | $1,405,557 |

  89. evaluation

    | 40% RSUs | 60% PSUs | | Provide a retention element that balances the at-risk pay in the long-term program. | Provide a significant compensation opportunity tied to long-term financial performance and total shareholder return. |

  90. evaluation

    Long-Term Incentive Program(1) lThree‑year time‑based award: aligned with stock price l2025 PSUs: vest in three years with three‑year goals tied to Revenue and Compensation EBITDA lrTSR modifier: +/- 25% depending on TSR performance relative to peers at the end of the three‑year measurement period and subject to the TSR governor and a max 2x cap lTSR governor: caps PSU vesting factor at target unless absolute TSR is positive over the course of the three‑year award (1)In 2025, Mr. Pisano began receiving a mix of 50% PSUs and 50% RSUs as part of a review of compensation practices for similarly- situated individuals.

  91. evaluation

    EXECUTIVE COMPENSATION How We Make Compensation Decisions Performance Share Units In 2025 the T&C Committee approved grants of PSUs with three‑year targets and performance periods, an rTSR modifier, and TSR governor. TSR Governor The T&C Committee is committed to aligning executive incentive compensation with stockholder returns and value creation. This is the primary driver behind the TSR governor, which caps the PSU vesting factor at target unless absolute TSR is positive over the three‑year period of the award. This ensures that NEOs realize upside only if stockholders realize positive returns. Relative TSR Modifier At the end of the three‑year measurement period for TSR, the PSUs are adjusted upwards or downwards by up to 25% based on the Company’s TSR relative to the TSR of a peer group of travel and tourism industry companies, subject to the absolute TSR governor and capped at a maximum of two times target.

  92. evaluation

    The rTSR peer group is broader than the Compensation Peer Group because we considered only industry comparability and not size or other characteristics that are more relevant for benchmarking pay.

  93. evaluation

    | 2025 PSU Relative TSR Peer Group | | | | Accor SA | Airbnb, Inc. | Amadeus IT Group, S.A. | | American Airlines Group Inc. | Avis Budget Group, Inc. | Carnival Corporation & plc | | Choice Hotels International, Inc. | Delta Air Lines, Inc. | Deutsche Lufthansa AG | | easyJet plc | Expedia Group, Inc. | Hilton Grand Vacations Inc. | | Hilton Worldwide Holdings Inc. | Hyatt Hotels Corporation | InterContinental Hotels Group PLC | | International Consolidated Airlines Group, S.A. | Japan Airlines Co., Ltd. | Marriott International, Inc. | | Marriott Vacations Worldwide Corporation | Norwegian Cruise Line Holdings Ltd. | Qantas Airways Limited | | Royal Caribbean Group | Ryanair Holdings plc | Sabre Corporation | | Singapore Airlines Limited | Sixt SE | Southwest Airlines Co. | | Travel + Leisure Co. | Trip.com Group Limited | TripAdvisor, Inc. | | trivago N.V. | TUI AG | United Airlines Holdings, Inc. | | Wyndham Hotels & Resorts, Inc. | | |

  94. Relative TSR Peer Group Total Stockholder Return(1)

    Relative TSR Peer Group Total Stockholder Return(1)

  95. Relative TSR Peer Group Total Stockholder Return(1)

    | (4%) |

  96. Relative TSR Peer Group Total Stockholder Return(1)

    (1)The 1‑year, 2‑year, and 3‑year TSRs are based on the calculated TSRs including dividends between the last trading day of 2025 and the last trading day of the year in 2024, 2023, and 2022, respectively. 2025 Performance Thresholds The 2025 PSUs granted to our NEOs are forfeitable if certain minimum financial performance thresholds are not achieved and have a maximum payout of two times the number of “target” shares. The number of target shares was determined by taking a fixed U.S. Dollar amount established by the T&C Committee and dividing that amount by the fair market value of our common stock on the date of grant, which, as provided under our equity plan, is the closing price of our common stock on the trading day immediately preceding the date of grant. In setting our 2025 PSU financial performance thresholds, the T&C Committee considered our 2025 budget, our expectations for the global travel market over the three‑year performance period, internal projections over the three‑year performance period for us and certain of our peers, and external consensus projections. The 2025 PSU financial performance thresholds were set above the 2024 PSU financial performance thresholds. The T&C Committee also sought to ensure that the performance thresholds, in particular those that would result in a payout above target, reflected performance that would be expected to reward our stockholders. The equally‑weighted Revenue and Compensation EBITDA goals for the 2025 PSUs covering the three‑year period ending December 31, 2027 are:

  97. Relative TSR Peer Group Total Stockholder Return(1)

    | If Revenue for the three‑year period ending December 31, 2027 is: | If Compensation EBITDA for the three‑year period ending December 31, 2027 is: | Then the number of shares that will be issued is:(1) | | Below $71.2 billion | Below $23.3 billion | Forfeiture | | Between $71.2 billion and $81.7 billion | Between $23.3 billion and $28.1 billion | 0x to 1x the target grant | | At $81.7 billion | At $28.1 billion | 1x the target grant | | Between $81.7 billion and $85.3 billion | Between $28.1 billion and $30.3 billion | 1x to 2x the target grant | | Above $85.3 billion | Above $30.3 billion | 2x the target grant |

  98. Relative TSR Peer Group Total Stockholder Return(1)

    (1)Number of shares that could be issued (i) is based on performance against each of the Revenue and Compensation EBITDA goals, measured separately, with meaningful achievement of both needed for a 2x outcome, and (ii) is subject to the rTSR modifier and TSR governor applied after the end of the performance period. As noted above, the 2025 PSUs are also subject to the application of the rTSR modifier and TSR governor after the end of the three‑year performance period. The Company’s outstanding performance in the three-year period ending December 31, 2025 resulted in achieving two times target for the 2023 PSUs, which vested in March 2026.

  99. Relative TSR Peer Group Total Stockholder Return(1)

    | 2026 PROXY STATEMENT | BOOKING HOLDINGS INC. | 59 |

  100. Relative TSR Peer Group Total Stockholder Return(1)

    EXECUTIVE COMPENSATION How We Make Compensation Decisions Restricted Stock Units In 2025, our long-term incentive program provided for grants comprised of 40% RSUs to NEOs, except for Mr. Pisano, the Company’s Chief Human Resources Officer, who received a grant of 50% RSUs as part of a review of compensation practices for similarly-situated individuals. The T&C Committee believes this structure is in line with market practice and provides an appropriate base level of long-term pay and stability in the program design, with significant retention value tied to stock price and continuous service. Stockholders have expressed to us their continued support for a time-based component in our long-term incentive program. The NEOs received the following three‑year RSU awards in 2025:

  101. Relative TSR Peer Group Total Stockholder Return(1)

    | Executive | Grant date value of award | | Glenn D. Fogel | $10,001,115 | | Ewout Steenbergen | $3,239,728 | | Peter J. Millones | $3,002,313 | | Paulo Pisano | $2,374,152 |

  102. Relative TSR Peer Group Total Stockholder Return(1)

    These awards vest equally over three years, provided the recipient is still employed by the Company. RSUs are also used from time to time in connection with the hiring or promotion of a new senior executive to provide retention incentives during the initial years of employment to balance the uncertainty associated with the typical three‑year cliff vesting and performance terms of PSUs. Dividend Equivalents RSUs and PSUs granted to our employees in 2025 have dividend equivalent rights, which generally provide for settlement in cash in an amount equal to the value of dividends declared by the Board on the number of shares subject to the applicable award during the vesting period. The dividend equivalents will only pay out if and to the extent that the time‑based vesting and performance‑based vesting conditions have been met for the underlying award. Stock Options We did not grant any stock options to our NEOs in 2025. Stockholder Dilution We believe in the responsible use of stock‑based compensation. The T&C Committee reviews the dilutive impacts of planned equity awards every year and unlike many other companies, we include the negative impact of stock‑based compensation expense in the profit metrics we highlight in our earnings reports.

  103. Relative TSR Peer Group Total Stockholder Return(1)

    | Stockholder dilution from our equity incentive programs, including stock-based compensation as a percentage of weighted average shares outstanding, was below the 25th percentile of our Compensation Peer Group. | We are proud that in 2025, our stock‑based compensation resulted in approximately 0.4% of stockholder dilution and during the last 5 years, resulted in less than 3% of cumulative dilution. |

  104. Relative TSR Peer Group Total Stockholder Return(1)

    | 60 | BOOKING HOLDINGS INC. | 2026 PROXY STATEMENT |

  105. Relative TSR Peer Group Total Stockholder Return(1)

    EXECUTIVE COMPENSATION How We Make Compensation Decisions

  106. BKNG Stock‑Based Compensation Expense as a % of GAAP Net Income

    | % of EBITDA Retained After Stock-Based Compensation Expense (2025)(1) | | | | Compensation Peer Group(3) |

  107. 75th Percentile

    (1)Percentages represent Post‑SBC EBITDA for 2025. If a Compensation Peer Group company’s annual EBITDA (see also footnote 3 below) is negative, its results are excluded. (2)The Company's publicly reported Adjusted EBITDA is further adjusted to add back stock‑based compensation expense to present pre‑SBC Adjusted EBITDA consistent with how it is calculated for the Compensation Peer Group. The Company's stock‑based compensation expense as a percent of pre‑SBC Adjusted EBITDA is 6%. See Appendix A for a reconciliation of adjusted financial measures and rationale for use of adjusted financial measures. (3)Data is derived from publicly reported information of Compensation Peer Group companies. The Company's use and calculation of Adjusted EBITDA and Pre‑SBC Adjusted EBITDA may differ from the other companies' use and calculation of such non‑GAAP financial measures. For companies that do not publicly report EBITDA, reported stock‑based compensation expense and operating income excluding depreciation & amortization expense are used.

  108. 75th Percentile

    EXECUTIVE COMPENSATION Other Components of Executive Compensation Other Components of Executive Compensation Change in Control Benefits Our equity grants do not provide for “single trigger” accelerated vesting based solely on the occurrence of a change in control. Acceleration of equity grants only occurs upon certain terminations of employment that occur at the same time as or following a change in control, or upon certain terminations of employment that occur independently of a change in control. Generally, in the context of a change in control, upon a termination of employment by us “without cause” or by the employee on account of their disability (and in some circumstances, for “good reason”) that occurs coincident with or following the change in control, the vesting of outstanding equity will be accelerated to the termination date on a pro‑rata basis based on the portion of the performance period that has passed. Our awards do not provide for full acceleration of an award except in the case of the employee’s death. Severance Benefits Severance arrangements and change-in-control provisions in our equity awards are designed to: lencourage executives to remain focused on our business in the event of a rumored or actual fundamental corporate change or changes in the organization or its employment needs and provide assistance during any transition, and lmanage compensation‑related risks and align the interests of executives and stockholders by incentivizing executives to manage the business and evaluate potential change in control transactions from the perspective of a stockholder. Each of our NEOs is entitled to receive severance benefits upon, among other things, a termination “without cause” or “for good reason.” The T&C Committee believes the amount of severance compensation each NEO would receive is appropriate based on market practice and the duration of non‑competition agreements between us and our NEOs. See Employment Contracts, Termination of Employment, and Change in Control Arrangements beginning on page 69 for additional details. Employee Benefits Our health care and other insurance programs are generally the same for all eligible employees, including the NEOs, depending on their geographic location. We maintain a 401(k) plan for all eligible U.S.-based employees and certain other eligible employees, including our NEOs (excluding Mr. Pisano), which allows eligible employees to contribute up to 75% of their eligible pay (generally base salary and bonus), up to limits imposed by the U.S. Internal Revenue Code, as pre‑tax and/or Roth contributions. In addition, eligible U.S.-based employees can contribute up to 5% of their eligible pay on an after tax basis up to limits imposed by the U.S. Internal Revenue Code. We make a cash matching contribution to this 401(k) plan for participants, including NEOs, of 50 cents on the dollar on the first 6% of eligible pay contributed to the plan. All eligible Booking.com employees, including Mr. Pisano, receive a work‑from‑home allowance and a benefit for certain travel reservations made through Booking.com. Perquisites We do not maintain any material perquisites or personal benefits for the NEOs, such as company planes, cars, financial services, or country club memberships. In connection with Messrs. Fogel and Pisano taking on executive roles at both the Company based in the United States and its subsidiary Booking.com based in the Netherlands, the Company provides benefits to Messrs. Fogel and Pisano to ensure that they do not incur additional expenses or tax liability as a result of these additional roles. These benefits include payment of costs for the preparation of Dutch and U.S. tax returns and similar accounting fees, a related tax gross-up, and tax equalization, which caps total tax exposure to what the individual would be taxed on earnings from the company under home country tax laws and is designed to yield neither an economic benefit nor detriment as a result of holding dual roles in the Netherlands and United States.

  109. 75th Percentile

    EXECUTIVE COMPENSATION Compensation Governance Matters Compensation Governance Matters Stock Ownership Guidelines Our stock ownership guidelines require executive officers to own the number of shares of our common stock indicated below. For these purposes, shares owned outright by an executive officer are counted, but unvested stock options, vested stock options that have not been exercised, and unvested stock‑based equity awards are not considered. Executive officers who do not meet the stock ownership guidelines must retain a minimum of 50% of the shares received on an after‑tax basis from the exercise of stock options, the vesting of RSUs and PSUs, and the settlement of any other stock‑based equity award until the ownership target is reached. In 2025, in response to stockholder feedback and in consultation with Semler Brossy, the T&C Committee revised our stock ownership guidelines applicable to executive officers. As of March 16, 2026, each current executive officer was in compliance with the guidelines.

  110. 75th Percentile

    EXECUTIVE COMPENSATION Talent and Compensation Committee Report Pre-arranged Trading Plans We encourage, but do not require, our NEOs to adopt pre‑arranged trading plans that comply with Rule 10b5‑1 under the Exchange Act (a “10b5‑1 Plan”). Our internal guidelines align with the SEC’s rules and impose restrictions beyond the SEC’s 10b5‑1 rules that the Company believes are important guardrails, including that each Plan must be adopted during an open trading window, should generally have a minimum term of one year, and may not be terminated early without approval by our T&C Committee or Audit Committee Chair. In addition to the required 10b5‑1 Plan disclosure in Forms 10‑Q and 10‑K, consistent with our past practice we intend to continue to provide a list of 10b5‑1 Plans for our NEOs and directors on a quarterly basis on our corporate website. Equity Award Dates Each year in October, the T&C Committee selects grant dates for the coming year for equity awards to NEOs and other employees. In October 2024, the T&C Committee selected March 4, May 12, August 12, and November 12, 2025 as the 2025 grant dates. The T&C Committee (or the Board) has the ability to adjust dates in advance or select additional grant dates in its sole discretion. All grants are approved in advance by the T&C Committee or the Board or, on an exception basis, the Chair of the T&C Committee. Because the grant dates are pre‑established, the timing of the release of material non‑public information does not affect the grant dates or the terms of equity awards and the Company does not time the release of material non‑public information to affect the value of executive compensation. Clawback Policies In accordance with Nasdaq listing standards and SEC rules, our Financial Restatement Recovery Policy states that the Company will seek recovery of excess incentive compensation from NEOs in the event of a covered financial restatement, as such terms are defined in the policy. A copy of the Financial Restatement Recovery Policy is filed as Exhibit 97.1 to our Annual Report on From 10-K for the fiscal year ended December 31, 2025 filed with the SEC on February 18, 2026. Additionally, our incentive‑based compensation clawback policy provides that under certain circumstances where an NEO has engaged in misconduct that has resulted in the executive receiving excessive incentive‑based compensation, the Board may seek recovery of such excessive incentive‑based compensation. Talent and Compensation Committee Report The T&C Committee, composed of independent directors, reviewed and discussed the above Compensation Discussion and Analysis with management. Based on that review and discussion, the Committee recommended to the Board that it be included in this proxy statement for filing with the SEC and incorporated by reference in the Company’s Annual Report on Form 10‑K for the year ended December 31, 2025. TALENT AND COMPENSATION COMMITTEE OF THE BOARD OF DIRECTORS Mirian M. Graddick‑Weir, Chair Robert J. Mylod, Jr. Lynn V. Radakovich (retiring) Sumit Singh

  111. 75th Percentile

    | Name and Principal Position | Year | Salary ($) | Bonus ($) | Stock Awards(1) ($) | Option Awards ($) | Non-Equity Incentive Plan Compensation ($) | Change in Pension Value and Nonqualified Deferred Compensation Earnings ($) | All Other Compensation ($) | Total ($) | | Glenn D. Fogel President and Chief Executive Officer | 2025 | 1,250,000 | — | 26,202,279 | — | 4,042,500(2) | — | 3,923,323(5) | 35,418,102 | | | 2024 | 1,166,667 | — | 38,802,485 | — | 4,857,925(3) | — | 10,588(5) | 44,837,665 | | | 2023 | 750,000 | — | 40,929,691 | — | 5,000,000(4) | — | 37,828(5) | 46,717,519 | | Ewout Steenbergen(9) Executive Vice President and Chief Financial Officer | 2025 | 825,000 | — | 8,490,550 | — | 2,401,245(2) | — | 11,047(6) | 11,727,842 | | | 2024 | 656,298 | 1,000,000(10) | 16,723,450 | — | 2,362,673(3) | — | 15,954 | 20,758,375 | | Peter J. Millones Executive Vice President and General Counsel | 2025 | 750,000 | — | 7,863,196 | — | 2,061,675(2) | — | 10,738(7) | 10,685,609 | | | 2024 | 717,750 | — | 11,378,389 | — | 2,487,416(3) | — | 10,588 | 14,594,143 | | | 2023 | 556,500 | — | 12,165,681 | — | 2,823,000(4) | — | 10,138 | 15,555,319 | | Paulo Pisano(11) Chief Human Resources Officer | 2025 | 620,884 | 282,220(12) | 4,938,134 | — | 1,405,557(2) | — | 62,528(8) | 7,309,323 | | | 2024 | 572,390 | — | 4,382,000 | — | 1,621,459(3) | — | 21,644(8) | 6,597,493 | | | 2023 | 454,959 | — | 4,550,645 | — | 1,774,071(4) | — | 29,237 | 6,808,912 |

  112. 75th Percentile

    | Year | Summary Compensation Table Total for PEO(1) | Compensation Actually Paid to PEO(1)(2)(3)(4) | Average Summary Compensation Table Total for Non-PEO Named Executive Officers(5) | Average Compensation Actually Paid to Non-PEO Named Executive Officers(2)(3)(5)(6) | Value of Initial Fixed $100 Investment Based On: | | Net Income (in millions) | Revenue (in millions)(9) | | | | | | | Total Shareholder Return(7) | Peer Group Total Shareholder Return(7)(8) | | | | (a) | (b) | (c) | (d) | (e) | (f) | (g) | (h) | (i) | | 2025 | $35,418,102 | $64,782,562 | $9,907,591 | $16,832,155 | $244.36 | $138.27 | $5,404 | $26,917 | | 2024 | $44,837,665 | $126,397,246 | $11,721,636 | $27,230,604 | $225.04 | $115.41 | $5,882 | $23,739 | | 2023 | $46,717,519 | $139,512,077 | $15,361,715 | $45,819,942 | $159.26 | $86.60 | $4,289 | $21,365 | | 2022 | $31,519,648 | $32,381,096 | $9,254,954 | $7,503,594 | $90.48 | $59.35 | $3,058 | $17,090 | | 2021 | $55,077,473 | $78,192,575 | $14,259,697 | $22,828,947 | $107.72 | $97.88 | $1,165 | $10,958 |

  113. 75th Percentile

    | Adjustments to Calculate Compensation Actually Paid for PEO | 2025 | 2024 | 2023 | 2022 | 2021 | | Amount Reported in Summary Compensation Table (“SCT”) | $35,418,102 | $44,837,665 | $46,717,519 | $31,519,648 | $55,077,473 | | Subtract Amounts Reported under the Stock Awards and Option Awards Column in the SCT | (26,202,279) | (38,802,485) | (40,929,691) | (26,258,740) | (48,010,707) | | Fair Value of Awards Granted during Year that Remain Unvested as of Year‑end | 37,215,611 | 68,493,581 | 94,201,594 | 35,126,298 | 49,934,780 | | Fair Value of Awards Granted during Year that Vest during Year | — | — | — | — | 20,829,900 | | Increase/Deduction for Change in Fair Value from prior Year-end to current Year‑end of Awards Granted prior to Year that were Outstanding and Unvested as of Year-end | 19,043,000 | 52,557,782 | 30,945,880 | (4,718,980) | 379,688 | | Increase/Deduction for Change in Fair Value from prior Year-end to Vesting Date of Awards Granted prior to Year that Vested during Year | (873,158) | (844,942) | 8,576,775 | (3,287,130) | (18,559) | | Increase for Dividends or Other Earnings Paid on Stock Not Otherwise Reflected in Fair Value or Total Compensation | 181,286 | 155,645 | — | — | — | | Compensation Actually Paid to PEO | $64,782,562 | $126,397,246 | $139,512,077 | $32,381,096 | $78,192,575 |

  114. 75th Percentile

    | Adjustments to Calculate Compensation Actually Paid for non-PEO NEOs | 2025 | 2024 | 2023 | 2022 | 2021 | | Average Amount Reported in SCT | $9,907,591 | $11,721,636 | $15,361,715 | $9,254,954 | $14,259,697 | | Subtract Average Amounts Reported under the Stock Awards and Option Awards Column in the SCT | (7,097,293) | (8,772,333) | (12,088,367) | (6,777,593) | (11,312,738) | | Average Fair Value of Awards Granted during Year that Remain Unvested as of Year‑end | 9,991,371 | 13,993,297 | 27,444,862 | 8,986,958 | 11,970,027 | | Average Fair Value of Awards Granted during Year that Vest during Year | — | — | — | — | 4,463,550 | | Average Increase/Deduction for Change in Fair Value from prior Year‑end to current Year‑end of Awards Granted Prior to Year that were Outstanding and Unvested as of Year‑End | 4,000,214 | 10,405,708 | 9,603,511 | (3,160,646) | 3,433,026 | | Average Increase/Deduction for Change in Fair Value from Prior Year‑end to Vesting Date of Awards Granted Prior to Year that Vested during Year | (31,136) | (163,727) | 5,498,221 | (800,079) | 15,385 | | Average Increase for Dividends or Other Earnings Paid on Stock Not Otherwise Reflected in Fair Value or Total Compensation | 61,408 | 46,023 | — | — | — | | Average Compensation Actually Paid to non‑PEO NEOs | $16,832,155 | $27,230,604 | $45,819,942 | $7,503,594 | $22,828,947 |

  115. 75th Percentile

    | COMPENSATION ACTUALLY PAID VERSUS TSR |

  116. 75th Percentile

    | | PEO Compensation Actually Paid | | Non-PEO NEO Average Compensation Actually Paid | | | Peer Group TSR | | BKNG TSR |

  117. 75th Percentile

    | COMPENSATION ACTUALLY PAID VERSUS NET INCOME |

  118. 75th Percentile

    | | PEO Compensation Actually Paid | | Non-PEO NEO Average Compensation Actually Paid | | Net Income |

  119. 75th Percentile

    | COMPENSATION ACTUALLY PAID VERSUS REVENUE |

  120. 75th Percentile

    | | PEO Compensation Actually Paid | | Non-PEO NEO Average Compensation Actually Paid | | Revenue |

  121. 75th Percentile

    | Name | Fees Earned or Paid in Cash(1) ($) | Stock Awards(2)(3) ($) | Option Awards ($) | All Other Compensation(4) ($) | Total ($) | | Mirian M. Graddick-Weir | 90,000 | 264,096 | 0 | 0 | 354,096 | | Kelly Grier | 80,000 | 264,096 | 0 | 0 | 344,096 | | Wei Hopeman(5) | 29,550 | — | 0 | 15,307 | 44,857 | | Robert J. Mylod, Jr. | 100,000 | 374,136 | 0 | 0 | 474,136 | | Charles H. Noski | 145,000 | 264,096 | 0 | 0 | 409,096 | | Larry Quinlan | 85,000 | 264,096 | 0 | 0 | 349,096 | | Lynn V. Radakovich | 85,000 | 264,096 | 0 | 0 | 349,096 | | Nicholas J. Read | 90,000 | 264,096 | 0 | 0 | 354,096 | | Thomas E. Rothman | 70,000 | 264,096 | 0 | 0 | 334,096 | | Sumit Singh | 75,000 | 264,096 | 0 | 0 | 339,096 | | Vanessa A. Wittman | 112,097 | 264,096 | 0 | 0 | 376,193 |

  122. 75th Percentile

    (1)This column reports the amount of cash compensation earned in 2025 for Board and committee service. (2)This column represents the aggregate grant date fair value of RSUs computed in accordance with FASB ASC Topic 718. For additional information, please refer to Notes 2 and 4 of the Company's Consolidated Financial Statements for the year ended December 31, 2025, included in the Company's Annual Report on Form 10‑K for the year ended December 31, 2025. These amounts reflect the Company's accounting expense for these awards and do not correspond to the actual value, if any, that will be recognized by the non‑employee directors. (3)As of December 31, 2025, the Company's non‑employee directors had the following outstanding equity awards, as adjusted retroactively for the Stock Split: lMirian M. Graddick‑Weir: RSUs for 22,300 shares (which includes 21,100 vested shares, the receipt of which has been deferred by Dr. Graddick‑Weir for tax planning purposes); lKelly Grier: RSUs for 1,200 shares; lRobert J. Mylod, Jr.: RSUs for 32,325 shares (which includes 30,625 vested shares, the receipt of which has been deferred by Mr. Mylod for tax planning purposes); lCharles H. Noski: RSUs for 36,300 shares (which includes 35,100 vested shares, the receipt of which has been deferred by Mr. Noski for tax planning purposes); lLarry Quinlan: RSUs for 1,200 shares; lLynn V. Radakovich: RSUs for 5,525 shares (which includes 4,325 vested shares, the receipt of which has been deferred by Ms. Radakovich for tax planning purposes); lNicholas J. Read: RSUs for 1,200 shares; lThomas E. Rothman: RSUs for 49,950 shares (which includes 48,750 vested shares, the receipt of which has been deferred by Mr. Rothman for tax planning purposes); lSumit Singh: RSUs for 5,525 shares (which includes 4,325 vested shares, the receipt of which has been deferred by Mr. Singh for tax planning purposes); and lVanessa A. Wittman: RSUs for 1,200 shares. (4)Ms. Hopeman received SGD $20,000 cash compensation (converted using an SGD/USD exchange rate of 0.76537365, which was the average rate for 2025) in connection with her service as an independent board member of our subsidiary Agoda Company Pte. (5)Ms. Hopeman retired from the Board effective June 3, 2025. Non‑Employee Director Stock Ownership Guidelines Our Stock Ownership Guidelines require that each non‑employee director own shares of our common stock in an amount equal to or exceeding ten times our annual base cash retainer (currently $60,000). All non‑employee directors met those holding requirements as of March 16, 2026 with the exception of Ms. Grier, who joined the Board in November 2023, and Mr. Quinlan, who joined the Board in October 2022. Upon vesting of shares of our common stock in May 2026, we expect Ms. Grier and Mr. Quinlan will meet the Stock Ownership Guidelines. See Security Ownership of Certain Beneficial Owners and Management on page 39 for more details.

  123. 75th Percentile

    | 2026 PROXY STATEMENT | BOOKING HOLDINGS INC. | 87 |

  124. 75th Percentile

    EXECUTIVE COMPENSATION Delinquent Section 16(a) Reports Section Delinquent Section 16(a) Reports Section 16(a) of the Exchange Act requires our directors and executive officers, as well as stockholders holding 10% of our outstanding shares of common stock, to file reports regarding their ownership of our securities with the SEC. We believe that during 2025 our directors and executive officers complied with all Section 16(a) filing requirements. In making this statement, we have relied upon examination of the copies of Forms 3, 4, and 5, and amendments to these forms provided to us, and the written representations of our directors and executive officers. Talent and Compensation Committee Interlocks and Insider Participation The T&C Committee is currently comprised of four non‑employee independent directors: Mirian M. Graddick‑Weir, Robert J. Mylod, Jr., Lynn V. Radakovich, and Sumit Singh. No member of the T&C Committee is or was formerly an officer or employee of the Company other than Mr. Mylod, who was an officer and employee of ours until 2011 and joined the Board in 2017. No member of the T&C Committee had any related person transaction required to be disclosed in which we were a participant during the last fiscal year. In addition, none of our NEOs serve on the compensation committee or board of directors of a company for which any of our directors serves as an executive officer. Compensation Risk Assessment The T&C Committee believes that our compensation programs do not create or encourage excessive or inappropriate risk‑taking that is reasonably likely to have a material adverse effect on us or our business.

  125. 75th Percentile

    | 88 | BOOKING HOLDINGS INC. | 2026 PROXY STATEMENT |

  126. 75th Percentile

    EXECUTIVE COMPENSATION

  127. 75th Percentile

    | Proposal 2 Advisory Vote to Approve 2025 Executive Compensation | | | | The Board of Directors recommends that you vote FOR the approval, on an advisory basis, of the 2025 compensation paid to our named executive officers, as disclosed pursuant to Item 402 of Regulation S‑K, including the Compensation Discussion and Analysis, compensation tables, and narrative discussion. |

  128. 75th Percentile

    Since 2011, we have sought advisory approval of our executive compensation on an annual basis. At our 2025 annual meeting of stockholders, approximately 88% of shares present and entitled to vote were voted in support of our 2024 executive compensation program. As required by SEC rules, the Board is submitting this non‑binding stockholder vote to approve our executive compensation for 2025 as described in this proxy statement (commonly referred to as “say‑on‑pay”), by approving the following resolution. “RESOLVED, that the compensation paid to the Company’s named executive officers, as disclosed pursuant to Item 402 of Regulation S‑K, including the Compensation Discussion and Analysis, compensation tables, and narrative discussion is hereby APPROVED.” This non‑binding advisory vote on executive compensation will be considered approved by the affirmative vote of a majority of the total number of shares present and entitled to vote on the matter. With respect to Proposal 2, abstentions are considered present and entitled to vote on the matter and therefore have the same effect as votes against the matter, and broker non‑votes are not considered entitled to vote on the matter and therefore have no effect on the outcome of the vote. Although this vote is non‑binding, the Board and the T&C Committee expect to take into account the outcome of the vote when considering future executive compensation decisions. As described in Compensation Discussion and Analysis, our compensation program continues to be designed to attract, motivate, and retain highly talented individuals at all levels of our organization and incentivize decision making and management focus that is designed to enhance long‑term stockholder value. The T&C Committee remains committed to responsible stewardship of our Company’s executive compensation programs. Audit Matters

  129. 75th Percentile

    | REPORT OF THE AUDIT COMMITTEE | 90 | | AUDITOR INDEPENDENCE | 92 | | RATIFICATION OF SELECTION OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM | 93 |

  130. 75th Percentile

    | 90 | BOOKING HOLDINGS INC. | 2026 PROXY STATEMENT |

  131. 75th Percentile

    AUDIT MATTERS Report of the Audit Committee Report of the Audit Committee We, the Audit Committee of the Board of Directors of Booking Holdings Inc. (the “Company”), have the responsibility to oversee the preparation of the Company’s consolidated financial statements, the Company’s system of internal controls, and the qualifications, independence, compensation, and performance of the Company’s independent registered public accounting firm (“independent auditor”). We have the sole authority and responsibility to select, evaluate and, when appropriate, replace the Company’s independent auditor. Our specific duties and responsibilities are described in our charter, which is available on the Company’s corporate website (www.bookingholdings.com). We review the charter annually and work with the Board to amend it as appropriate to reflect the evolving role of the Audit Committee. The Board has determined that each of us: lis an independent director based on The Nasdaq Stock Market’s listing rules; lsatisfies the SEC additional independence requirements for members of audit committees; and lis an “audit committee financial expert,” as defined by SEC rules. Management is responsible for the financial reporting process, including the Company’s system of internal controls, and for the preparation of the Company’s consolidated financial statements in accordance with U.S. generally accepted accounting principles. The Company’s independent auditor, Deloitte & Touche LLP (“Deloitte”), is responsible for performing an independent audit of the Company’s consolidated financial statements and internal control over financial reporting in accordance with the auditing standards of the Public Company Accounting Oversight Board (United States) (“PCAOB”) and to issue reports in connection with such audit. Our responsibility is to oversee these processes, and we rely on the expertise and knowledge of management, the internal auditor, and the independent auditor in carrying out that role. We are not professionally engaged in the practice of accounting or auditing and do not provide any expert or other special assurance or professional opinion as to the sufficiency of internal and external audits, whether the Company’s consolidated financial statements are complete and accurate and are in accordance with generally accepted accounting principles, or on the effectiveness of the Company’s system of internal control over financial reporting. We met nine times in 2025. Additional information regarding our activities can be found under Audit Committee on page 32, Board’s Role in Risk Oversight on page 30, and Proposal 3 Ratification of Selection of Independent Registered Public Accounting Firm on page 93. We reviewed and discussed with management and Deloitte the Company’s quarterly earnings press releases and periodic reports for the year ended December 31, 2025, including the Company’s 2025 audited consolidated financial statements and Annual Report on Form 10‑K, each filed with the SEC. We also reviewed management’s assessment of the effectiveness of the Company’s internal control over financial reporting with management, the internal auditor, and Deloitte. In connection with such discussions, Deloitte addressed the matters required to be discussed with us by applicable PCAOB standards and SEC rules and regulations. In addition, we discussed with the internal auditor and Deloitte the overall scope and plans for their respective audits. We met periodically with the internal auditor and Deloitte, separately or together, as appropriate, to discuss their work and the results of their audits. Our meetings included, as appropriate, executive sessions with the internal auditor or Deloitte without the presence of management. We have also received the written disclosures and the letter from Deloitte required by PCAOB Rule 3526 (“Communication With Audit Committees Concerning Independence”) and have discussed with Deloitte its independence with respect to the Company. In addition, we have considered whether Deloitte’s provision of non‑audit services (including the fees for such services) is compatible with maintaining its independence. Deloitte rotates its lead audit partner every five years. In connection with the rotation that occurred for 2024 we interviewed proposed candidates, consulted with management, and selected the lead audit partner.

  132. 75th Percentile

    | 2026 PROXY STATEMENT | BOOKING HOLDINGS INC. | 91 |

  133. 75th Percentile

    AUDIT MATTERS Report of the Audit Committee We assessed Deloitte’s performance as independent auditor during 2025, including the performance of the lead audit partner and the audit team, a process we undertake on an annual basis. We reviewed a variety of indicators of audit quality relating to Deloitte, including: lthe quality and candor of its communications with us and management, its responsiveness and accessibility, and its historical and recent performance on the Company’s audits; lhow effectively it maintained its independence and employed independent judgment, objectivity, and professional skepticism; lthe quality of insight demonstrated in its review of the Company’s assessment of internal control over financial reporting and remediation of control deficiencies; lavailable external data about quality and performance, including reports by the PCAOB and Deloitte’s response to those reports; l the appropriateness of its fees, taking into account the Company’s size and complexity and the resources necessary to perform the audit; and lits tenure as the Company’s independent auditor and knowledge of the Company’s global operations, accounting policies and practices, and internal control over financial reporting. We also consider the impact of changing auditors when assessing whether to retain the current independent auditor. As a result of our evaluation of the independent auditor’s performance and considering other factors we deemed relevant, we concluded that the selection of Deloitte as the Company’s independent auditor for the year ending December 31, 2026 is in the best interests of the Company and its stockholders. Based on the review and discussions referred to above, and our review of the representations of management and the report of the independent auditor, we recommended to the Board that the Company’s audited consolidated financial statements be included in the Company’s Annual Report on Form 10‑K for the year ended December 31, 2025. SUBMITTED BY THE AUDIT COMMITTEE OF THE BOARD OF DIRECTORS Vanessa A. Wittman, Chair Kelly Grier Charles H. Noski Nicholas J. Read

  134. 75th Percentile

    | 92 | BOOKING HOLDINGS INC. | 2026 PROXY STATEMENT |

  135. 75th Percentile

    AUDIT MATTERS Auditor Independence Auditor Independence Deloitte & Touche LLP is our independent registered public accounting firm (“independent auditor”). The approximate aggregate fees and expenses billed for professional services by Deloitte & Touche LLP, the member firms of Deloitte Touche Tohmatsu and their respective affiliates in 2025 and 2024 were as follows:

  136. 75th Percentile

    | Type of Fees | 2025 ($) | 2024 ($) | | Audit Fees | 15,350,000 | 14,969,000 | | Audit‑Related Fees | 1,939,000 | 2,171,000 | | Tax Fees | 122,000 | 136,000 | | All Other Fees | 15,000 | 10,000 |

  137. 75th Percentile

    lAudit Fees. The aggregate fees and related expenses billed for professional services rendered by Deloitte for the audit of our consolidated financial statements included in our Annual Report on Form 10‑K, review of consolidated financial statements included in our Form 10‑Qs, and audit of management’s assessment of internal controls and for services that are normally provided by the independent auditor in connection with statutory and regulatory filings or engagements. The increase in audit fees in 2025 as compared with 2024 primarily relates to the impact of changes in foreign currency exchange rates and an increased scope of work. lAudit‑Related Fees. The aggregate fees billed for assurance and related services by Deloitte that are reasonably related to the performance of the audit or review of our consolidated financial statements and are not reported under “Audit Fees,” which include services for matters such as the audits required by the Digital Services Act and the Digital Markets Act and audits of employee benefit plans. The decrease in audit-related fees in 2025 as compared with 2024 primarily relates to lower fees for the audit required by the Digital Markets Act. lTax Fees. The aggregate fees and related expenses billed for professional services rendered by Deloitte for tax regulatory matters covering an employee benefit plan and tax compliance. lAll Other Fees. The aggregate fees billed for other services rendered by Deloitte included fees related to licenses obtained for an online accounting research tool. lPre‑Approval Policies and Procedures. The Audit Committee has adopted policies and procedures for pre‑approving all audit and non‑audit work performed by Deloitte. In accordance with our policy and applicable SEC rules and regulations, the Audit Committee or its chair pre‑approves all audit services, audit‑related services, tax services, and other services provided to us by Deloitte (“Auditor Services”). Pre‑approval is detailed as to the particular service or category of services. If Auditor Services are required prior to a regularly scheduled Audit Committee meeting and do not fall within the pre‑approved services set forth in the pre‑approval policy adopted by the Audit Committee, the Audit Committee chair is authorized to approve such services, provided that they are consistent with our policy and applicable SEC rules and regulations, and that the full Audit Committee is advised of such services at the next regularly scheduled Audit Committee meeting. Deloitte and management periodically report to the Audit Committee regarding the extent of the Auditor Services provided by Deloitte in accordance with this pre‑approval, and the fees for the Auditor Services performed. All audit services, audit‑related services, tax services and other services described above were pre‑approved by the Audit Committee or the Audit Committee’s chair, and the Audit Committee concluded that the provision of such services by Deloitte was compatible with the maintenance of their independence.

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    | 2026 PROXY STATEMENT | BOOKING HOLDINGS INC. | 93 |

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    AUDIT MATTERS Auditor Independence

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    | Proposal 3 Ratification of Selection of Independent Registered Public Accounting Firm | | | | The Board of Directors recommends a vote FOR Proposal 3. |

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    The Audit Committee is directly responsible for the appointment, compensation, retention, and oversight of our independent auditor. Deloitte has audited our consolidated financial statements since 1997. After taking into account its assessment of Deloitte’s prior service to us, the Audit Committee has selected Deloitte as our independent auditor for the year ending December 31, 2026. In order to ensure continuing auditor independence, the Audit Committee periodically considers whether there should be a regular rotation of the independent auditor, and the advisability and potential impact of selecting a different independent auditor. Further, in conjunction with the mandated rotation of Deloitte’s lead audit partner (which occurs at least every five years), the Audit Committee and its chair are directly involved in the selection of Deloitte’s new lead audit partner. We are submitting the Audit Committee’s selection of our independent registered public accounting firm for ratification by the stockholders at the Annual Meeting. Representatives of Deloitte will be available at the Annual Meeting, will have an opportunity to make a statement if they wish, and will be available to respond to appropriate questions. Our By‑Laws do not require that stockholders ratify the selection of our independent auditor. However, we are submitting the selection of Deloitte to our stockholders for ratification as a matter of good corporate governance. Although the Audit Committee and the Board believe that the continued retention of Deloitte to serve as our independent auditor is in our best interests and those of our stockholders, if our stockholders do not ratify the selection, the Audit Committee will reconsider whether or not to retain Deloitte. Even if the selection is ratified, the Audit Committee, in its discretion, may change the appointment at any time during the year. With respect to Proposal 3, the ratification of the selection of Deloitte to act as our independent registered public accounting firm requires approval by a majority of the total number of shares present and entitled to vote on the matter. With respect to Proposal 3, abstentions will have the same effect as a vote against the matter. This page intentionally left blank. Board of Directors & Stockholder Proposals

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    | BOARD OF DIRECTORS PROPOSAL — AMENDMENT TO RESTATED CERTIFICATE OF INCORPORATION TO PROVIDE FOR OFFICER EXCULPATION | 96 | | STOCKHOLDER PROPOSAL — AVOID BRAND DAMAGE DUE TO CORPORATE POLITICAL SPENDING | 98 | | STOCKHOLDER PROPOSAL — STOCKHOLDER RESOLUTION REGARDING BUSINESS OPERATIONS IN ILLEGAL SETTLEMENTS | 101 | | 2027 STOCKHOLDER PROPOSALS | 105 |

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    | 96 | BOOKING HOLDINGS INC. | 2026 PROXY STATEMENT |

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    BOARD OF DIRECTORS & STOCKHOLDER PROPOSALS

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    | Proposal 4 Board of Directors Proposal – Amendment to Restated Certificate of Incorporation to Provide for Officer Exculpation | | | | The Board of Directors recommends that you vote FOR this Proposal 4. Your proxy will be so voted unless you specify otherwise on the proxy card. |

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    The Board of Directors proposes, for approval by the Company’s stockholders, an amendment to the Company’s Restated Certificate of Incorporation to limit the personal liability of certain officers of the Company for monetary damages for breach of fiduciary duty to the fullest extent permitted by the General Corporation Law of the State of Delaware ("DGCL"). The Board reviewed the proposed amendment and unanimously adopted a resolution approving, and recommending that stockholders approve, an amendment to the Restated Certificate of Incorporation to expand exculpation protections for certain officers of the Company in specified circumstances (the "Amendment"). The current exculpation protections available to the Company's directors are not affected by the proposed Amendment. Currently, the Restated Certificate of Incorporation limits the personal liability of the Company's directors for monetary damages for breach of fiduciary duty to the fullest extent permitted by the DGCL; however, it does not provide for such exculpation of the Company's officers. Effective August 1, 2022, DGCL Section 102(b)(7) was amended to permit Delaware corporations, subject to stockholder approval, to similarly limit the personal liability of certain officers for monetary damages resulting from breaches of the fiduciary duty of care (but not the fiduciary duty of loyalty), subject to certain limitations. Under the DGCL, corporations may exculpate (i) a corporation’s president, chief executive officer, chief operating officer, chief financial officer, chief legal officer, controller, treasurer or chief accounting officer, (ii) “named executive officers” identified in a corporation’s public filings with the SEC, and (iii) other individuals who have agreed, by written agreement with a corporation, to be identified as officers of such corporation for purposes of Delaware's long-arm jurisdiction statute. The DGCL permits exculpation only for direct claims (i.e., not for actions by or in the right of the Company) and does not apply to breaches of the duty of loyalty, acts or omissions not in good faith or that involve intentional misconduct or a knowing violation of law, or any transaction in which the officer derived an improper personal benefit. The Amendment would only permit such exculpation to the extent permitted under the DGCL. A copy of the Amendment in its entirety is attached as Appendix B. Board’s Decision and Rationale The Board believes the Amendment would provide a proper balance between stockholders’ interest in officer accountability and their interest in the Company being able to attract and retain qualified officers to work on its behalf. The officer exculpation provision could also potentially reduce litigation and related costs. The Board believes that failing to adopt the Amendment could impact the Company's recruitment or retention of exceptional individuals who may be deterred from serving as officers due to exposure to personal liability and the risk that substantial expense will be incurred in defending lawsuits, regardless of merit. The Board believes that enhancing the Company's ability to retain or attract experienced officers is in the best interests of the Company and its stockholders and that we should seek to assure such persons that exculpation under certain circumstances is available.

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    | 2026 PROXY STATEMENT | BOOKING HOLDINGS INC. | 97 |

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    BOARD OF DIRECTORS & STOCKHOLDER PROPOSALS The Amendment would substantially align the exculpation protections for the Company's officers with those protections currently afforded to the Company's directors with respect to direct claims. The Board believes that it is advisable to provide for consistent treatment of officers and directors with respect to exculpation from liability under the DGCL since officers and directors have similar fiduciary duties. In addition, adopting the Amendment would enable officers to exercise their business judgment in furtherance of the interests of the Company and its stockholders with less distraction posed by the risk of personal liability. The nature of the role of officers requires them to exercise judgment on significant issues, often in response to time-sensitive opportunities and challenges. Decisions made in these circumstances can create a risk of liability, particularly in today’s highly litigious environment, and without regard to underlying merit. Reducing concerns about personal exposure would allow current and future officers to focus on sound business judgment in the best interests of the Company's stockholders. The Amendment The Amendment, if approved by stockholders, would amend paragraph (4) of Article Fifth of the Restated Certificate of Incorporation in its entirety to read as follows: "(4) To the fullest extent permitted by law, no director or officer of the Corporation shall be personally liable to the Corporation or any of its stockholders for monetary damages for breach of fiduciary duty as a director or officer, as applicable, except for liability (i) for any breach of the director’s or officer’s duty of loyalty to the Corporation or its stockholders, (ii) for acts or omissions not in good faith or which involve intentional misconduct or a knowing violation of law, (iii) pursuant to Section 174 of the DGCL, in the case of directors only, (iv) for any transaction from which the director or officer derived an improper personal benefit or (v) for any action by or in the right of the Corporation, in the case of officers only. Any repeal or modification of this Article FIFTH shall not adversely affect any right or protection of a director or officer of the Corporation existing at the time of such repeal or modification with respect to acts or omissions occurring prior to such repeal or modification. For purposes of this Article FIFTH, “officer” shall have the meaning provided in Section 102(b)(7) of the DGCL as the same exists or may hereafter be amended." The Amendment would not amend any other provisions of the Restated Certificate of Incorporation. Consistent with the language for exculpation of directors currently included in paragraph (4) of Article Fifth of the Restated Certificate of Incorporation, we also propose to amend Article Fifth to provide that no amendment or repeal of Article Fifth will adversely affect any right or protection of a director or officer existing at the time of such amendment or repeal with respect to acts or omissions occurring prior to such amendment or repeal. Stockholder Approval Required The Amendment requires an affirmative vote on this Proposal 4 by the holders of a majority of the shares of the Company’s common stock outstanding and entitled to vote on the Amendment for approval. If the Amendment is approved by the stockholders, then the Amendment will become effective upon filing with the Secretary of State of Delaware, which the Company intends to do promptly after the Annual Meeting. The Board of Directors retains the discretion to abandon, and not implement, the Amendment at any time before it becomes effective. If the Amendment is not approved by the requisite vote, the Amendment will not be filed with the Secretary of State of Delaware and there will be no change to the Restated Certificate of Incorporation. The Board has carefully considered the Amendment and believes that the potential benefits of officer exculpation described in this Proposal 4 are in the best interests of the Company and its stockholders.

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    | 98 | BOOKING HOLDINGS INC. | 2026 PROXY STATEMENT |

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    BOARD OF DIRECTORS & STOCKHOLDER PROPOSALS

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    | Proposal 5 Stockholder Proposal — Avoid Brand Damage due to Corporate Political Spending |

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    Mr. John Chevedden, 2215 Nelson Avenue, No. 205, Redondo Beach, California 90278, owner of no fewer than 10 shares of the Company’s common stock (prior to the Stock Split), has submitted the following proposal, supporting statement, and graphic, and has given notice that he intends to present the following proposal at the Annual Meeting. The text of the stockholder proposal and supporting statement appear exactly as received by the Company unless otherwise noted. All statements contained in the stockholder proposal and supporting statement are the sole responsibility of the proponent. The stockholder proposal may contain assertions about the Company or other matters that we believe are incorrect, but we have not attempted to refute those assertions.