09857LAN8

• GAAP net income was $2.0B, up 118% YoY; Adjusted EBITDA was $2.6B, up 9%.
• Adjusted EPS was $2.54, up 15% YoY; GAAP EPS was $2.53, up 131%.
• Company increased expected annual run-rate savings from Transformation Program to ~$650M by end of 2027.
• Q3 2026 guidance: room nights growth 3%-5%, revenue growth 4%-6%, Adjusted EBITDA growth 4%-6%.

2.02 Results of Operations and Financial Condition · 9.01 Financial Statements and Exhibits

• Advisory vote on 2025 executive compensation passed with 567,003,024 votes for and 61,561,892 against.
• Ratification of Deloitte & Touche LLP as independent auditor for fiscal 2026 was approved (610,788,541 for, 57,141,803 against).
• Amendment to certificate of incorporation to exculpate officers was approved (549,857,878 for, 79,183,201 against).
• Two stockholder proposals—on corporate political spending and business operations in illegal settlements—were not approved.

5.07 Submission of Matters to a Vote of Security Holders · 9.01 Financial Statements and Exhibits

• Booking Holdings sold €600M of 3.500% Senior Notes due 2030, €700M of 4.000% Senior Notes due 2034, and €600M of 4.500% Senior Notes due 2039.
• Interest on each series is payable annually on May 11, beginning May 11, 2027.
• The notes are general senior unsecured obligations, ranking equally with other senior unsecured debt.
• The offering was made under a shelf registration statement; the company may redeem notes early under certain conditions.

1.01 Entry into a Material Definitive Agreement · 2.03 Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement · 8.01 Other Events · 9.01 Financial Statements and Exhibits

• The Senior Notes mature on May 7, 2036, and pay interest semi-annually at 5.375% starting November 7, 2026.
• The offering was made under an underwriting agreement dated May 5, 2026, with Citigroup, Deutsche Bank, Goldman Sachs, and J.P. Morgan as representatives of the underwriters.
• The notes are general senior unsecured obligations, ranking equally with other senior unsecured debt.
• The company may redeem the notes before February 7, 2036, at a make-whole price (Treasury Rate plus 15 basis points) or at par after that date.

1.01 Entry into a Material Definitive Agreement · 2.03 Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement · 8.01 Other Events · 9.01 Financial Statements and Exhibits

• Gross bookings were $53.8 billion, up 15% (8% constant currency); room nights grew 6%.
• GAAP net income was $1.1 billion, up 225%; GAAP EPS was $1.36, up 239%.
• Adjusted EBITDA was $1.3 billion, up 19%; adjusted EPS was $1.14, up 14%.
• Q2 2026 guidance: room nights growth 2%-4%, gross bookings growth 4%-6%, revenue growth 4%-6%.

2.02 Results of Operations and Financial Condition · 9.01 Financial Statements and Exhibits

• Caroline Sullivan, 57, will become Senior Vice President, Chief Accounting Officer, and Controller effective April 29, 2026.
• Her compensation includes a $525,000 base salary, 75% target bonus, $300,000 signing bonus, and RSU/PSU grants totaling $3,000,000 in expected fair value.
• Severance upon termination without cause includes one times base salary and target bonus, 12 months of health benefits, and pro-rated bonus under certain conditions.
• RSUs vest in three equal annual installments, with pro rata vesting on termination without cause or disability and full vesting on death.

5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements

• The amendment effects a 25-for-1 forward stock split of the company's common stock.
• The number of authorized common shares increases from 1,000,000,000 to 25,000,000,000.
• The amendment became effective at 4:01 p.m. Eastern Time on April 2, 2026.
• Split-adjusted trading is expected to commence at market open on Monday, April 6, 2026.

5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year · 9.01 Financial Statements and Exhibits

• Kurt Sievers was appointed to the Booking Holdings Board of Directors on April 1, 2026, and will join the Corporate Governance Committee.
• Sievers will be compensated under the company's non-employee director compensation program.
• Lynn Radakovich will retire from the Board effective at the Annual Meeting in June 2026 and is not standing for re-election.
• A press release announcing both changes was furnished as Exhibit 99.1.

5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements · 7.01 Regulation FD Disclosure · 9.01 Financial Statements and Exhibits