November 5, 2026·43 min read
Booking Holdings Inc. (BKNG), Financial Analysis
Insights derived from analysing SEC filings. Independent analysis, not a publication of the SEC.
Total revenues Q3 2026
$8.89bn
(1.3%) year on year (Q3 2025 $9.01bn)
Total operating expenses Q3 2026
$5.48bn
(0.9%) year on year (Q3 2025 $5.53bn)
Operating margin Q3 2026
38.4%
(0.2 pts) year on year (Q3 2025 38.7%)
Key findings
- Q3 2026 revenue $8.89bn, (1.3%) year on year, incl. a $900m revenue reduction for an FTC matter at Priceline, plus a $100m accrued loss in G&A ($1.0bn pre tax in total). Per 10-Q Note 13, Priceline is in discussions with the FTC, a settlement has not been agreed, litigation remains possible, and the FTC may seek monetary penalties and restitution in excess of these amounts. Adjusted revenue, the company's non GAAP measure that excludes the reduction, $9.79bn, +8.7%.
- Room nights 345m, +6.7% (Q2 2026 +5.3%); gross bookings $54.5bn, +9.6% (+11% at constant currency). Merchant gross bookings $40.7bn, +13.9%, 74.7% of the total against 71.8%; agency $13.7bn, (1.3%).
- Other drivers: alternative accommodation room nights at Booking.com about +7%; airline tickets 21m, +19.4%; rental car days (0.7%). Peers: Expedia booked room nights +7% in Q3 2026; Airbnb nights and seats +10% in Q2 2026.
- Operating income $3.42bn, 38.4% margin against 38.7%; adjusted EBITDA $4.61bn, +8.9%, 47.0% of adjusted revenue. Diluted EPS $3.61, +6.8%; adjusted EPS $4.66, +17.1%; diluted shares 753m against 814m. Per share figures in this report are adjusted for the 25 for 1 stock split effective 2 Apr 2026.
- Free cash flow TTM $9.24bn; cash returned TTM $13.3bn (buybacks $12.0bn, dividends $1.29bn). Debt $20.1bn after new notes of EUR 1.5bn (Nov 2025), $750m and EUR 1.9bn (May 2026); total equity ($10.4bn), so ROE is not meaningful.
- Shares $172.92 on 4 Nov 2026 (intraday), +11.1% from the prior close; 18.8x TTM EPS of $9.22. Q4 2026 outlook: room nights +1% to 3%, adjusted revenue +0% to 2%, adjusted EBITDA about flat. Scenario values for TTM Q3 2029: base $300, best $433, worst $141.
Figures are read from the Forms 10-K for FY2022 to FY2025, the Forms 10-Q for Q1 2025 to Q3 2026, the Forms 8-K with all their exhibits, incl. the quarterly earnings releases (Ex 99.1) with the CFO and management commentary they contain, the senior notes exhibits, the charter amendments and the Item 5.07 vote results of 2 Jun 2026, the proxy statement of Apr 2026, Schedules 13G and Forms 4 for central index key 1075531, together with the Forms 10-Q, 10-K, 8-K and 6-K of Expedia, Airbnb, Trip.com, TripAdvisor, Marriott and Hilton. Statements made on earnings calls are marked as stated on the call. Accession numbers appear in the Sources appendix. Market price is $172.92 on 4 Nov 2026 (intraday, the day after the Q3 2026 release).
1 Revenue & Business Model
- Storyline: room nights grow 6.7% and gross bookings 9.6% in Q3 2026 as Booking.com moves accommodation bookings from agency to merchant, while a $900m FTC revenue reduction turns reported revenue down 1.3%. Chapters 2 to 4 cover the three revenue drivers: accommodation room nights and the merchant shift; alternative accommodations; Connected Trip, flights and AI distribution. The Q4 2026 outlook of +1% to 3% room nights reflects Middle East disruption and higher airfares (8-K, 3 Nov 2026).
- Business model: Booking earns merchant revenues when it processes the traveller's payment ($17.76bn in FY2025, 66.0% of revenue), agency commissions when the property collects payment ($7.97bn, 29.6%) and advertising and other revenues, mainly KAYAK and OpenTable ($1.19bn). About 89% of revenue in 2023 to 2025 relates to online accommodation reservations (10-K FY2025).
- Revenue FY2021 $10.96bn to FY2025 $26.92bn, a 25.2% CAGR from a 2021 base affected by COVID travel limits; room nights 591m to 1.24bn; gross bookings $76.6bn to $186.1bn. TTM Q3 2026 revenue $28.13bn.
- Brands and segments: Booking.com, Priceline, Agoda, KAYAK and OpenTable are five operating segments aggregated into one reportable segment; revenue by brand is not disclosed. Booking.com listed about 4.7m properties at 30 Sep 2026, incl. about 4.2m alternative accommodation properties (10-Q).
- Geography: revenue is attributed by the domicile of the business entity, so all Booking.com and Agoda revenue counts as outside the U.S.: $24.34bn (90.4%) in FY2025, of which about $21.7bn through the Netherlands entity; U.S. $2.58bn. FY2024 and FY2025 Netherlands values are stated as approximate, so the other countries values for those years are derived.
- Seasonality: revenue is recognised at check in and marketing is expensed at booking, so Q3 has the highest margin and Q1 the lowest (10-K FY2025).
Table 1.1 Operating metrics, last five quarters
| Metric | Q3 2025 | Q4 2025 | Q1 2026 | Q2 2026 | Q3 2026 |
|---|---|---|---|---|---|
| Room nights (m) | 323 | 285 | 338 | 325 | 345 |
| Room nights growth year on year (%) | +8.2 | +9.0 | +5.9 | +5.3 | +6.7 |
| Gross bookings ($bn) | 49.7 | 43.0 | 53.8 | 51.0 | 54.5 |
| Gross bookings growth year on year (%) | +14.3 | +15.8 | +15.2 | +9.0 | +9.6 |
| Gross bookings growth at constant currency (%) | +10 | +11 | +8 | +8 | +11 |
| Merchant gross bookings ($bn) | 35.7 | 30.8 | 38.7 | 37.0 | 40.7 |
| Agency gross bookings ($bn) | 13.9 | 12.2 | 15.0 | 14.0 | 13.7 |
| Airline tickets (m) | 17 | 18 | 21 | 17 | 21 |
| Rental car days (m) | 23 | 18 | 21 | 23 | 23 |
Room nights, gross bookings, airline tickets and rental car days as stated in the earnings releases (Forms 8-K, Ex 99.1). Constant currency growth is approximate as stated.
Table 1.2 Revenue by type, last five quarters
| Line | Q3 2025 | Q4 2025 | Q1 2026 | Q2 2026 | Q3 2026 |
|---|---|---|---|---|---|
| Merchant revenues ($m) | 6,131 | 4,249 | 3,698 | 5,127 | 6,998 |
| Agency revenues ($m) | 2,569 | 1,791 | 1,528 | 1,903 | 2,463 |
| Advertising and other revenues ($m) | 308 | 309 | 306 | 322 | 332 |
| FTC matter revenue reduction ($m) | 0 | 0 | 0 | 0 | (900) |
| Total revenues ($m) | 9,008 | 6,349 | 5,532 | 7,352 | 8,893 |
| Adjusted revenue, non GAAP ($m) | 9,008 | 6,349 | 5,532 | 7,352 | 9,793 |
| Revenue as % of gross bookings | 18.1 | 14.8 | 10.3 | 14.4 | 16.3 |
Q4 2025 from the FY2025 release (three months to 31 Dec 2025). The FTC revenue reduction is a separate revenue line in Q3 2026; adjusted revenue excludes it. Revenue as % of gross bookings is computed on reported revenue.
Table 1.3 Annual operating metrics, FY2021 to FY2025
| Metric | FY2021 | FY2022 | FY2023 | FY2024 | FY2025 |
|---|---|---|---|---|---|
| Room nights (m) | 591 | 896 | 1,049 | 1,144 | 1,235 |
| Gross bookings ($bn) | 76.6 | 121.3 | 150.6 | 165.6 | 186.1 |
| Merchant gross bookings ($bn) | 25.8 | 53.9 | 81.7 | 104.2 | 130.0 |
| Agency gross bookings ($bn) | 50.7 | 67.4 | 68.9 | 61.4 | 56.1 |
| Merchant share of gross bookings (%) | 33.7 | 44.4 | 54.3 | 62.9 | 69.9 |
| Revenue as % of gross bookings | 14.3 | 14.1 | 14.2 | 14.3 | 14.5 |
| Airline tickets (m) | 15 | 23 | 36 | 49 | 68 |
| Rental car days (m) | 47 | 62 | 74 | 83 | 88 |
From the Forms 10-K. Merchant share and revenue as % of gross bookings are computed.
2 Accommodation: Room Nights Up 6.7% and Merchant at 75% of Gross Bookings
- Room nights 345m in Q3 2026, +6.7%, after +5.9% in Q1 and +5.3% in Q2 2026; 9M 2026 1.01bn, +6.0%; FY2025 1.24bn, +8.0%.
- Merchant gross bookings $40.7bn, +13.9%, 74.7% of gross bookings against 71.8% a year earlier and 65.1% in Q4 2024; agency gross bookings $13.7bn, (1.3%).
- Revenue follows the mix: merchant revenues $7.00bn, +14.1%; agency revenues $2.46bn, (4.1%). Under the merchant model Booking processes the payment and records the related transaction costs in sales and other expenses.
- Regions and price: Europe and Asia room nights grew in high single digits and the U.S. and Rest of World in mid single digits (stated on the Q3 2026 call); constant currency ADRs about +3%, led by Europe (10-Q).
- Middle East: room nights in Q1 2026 lost about 2 points to the conflict (8-K, 28 Apr 2026); bookers from the region were about 4% of 2025 room nights, about 7% incl. inbound travel (stated on the Q1 2026 call).
How accommodation distribution is changing
- Merchant shift across online travel: Expedia merchant gross bookings $21.7bn in Q3 2026, +15%, against agency $12.4bn, +4%; its B2B gross bookings rose 19% to $11.15bn and B2B revenue 23% (Expedia 8-K, 4 Nov 2026).
- Hotel demand: Marriott worldwide RevPAR +6.5% in Q3 2026 (US and Canada +7.4%, international +4.4%), with the Middle East conflict still affecting results in that region (Marriott 8-K, 2 Nov 2026); Hilton comparable RevPAR +5.8% and FY2026 RevPAR outlook +4.0% to 4.5% (Hilton 8-K, 27 Oct 2026).
- Hotel supply: Marriott Bonvoy had about 309m members and a pipeline of over 634,000 rooms; Hilton's pipeline was 543,100 rooms, +5%.
- Regulation in China: the SAMR imposed a RMB5.2bn ($763m) anti monopoly penalty on Trip.com in Q2 2026, plus a contra revenue charge on accommodation revenue (Trip.com 6-K, 16 Sep 2026).
- Regulation in Europe: Booking.com is a gatekeeper under the EU Digital Markets Act and a very large online platform under the Digital Services Act, subject to rules that may not apply to its competitors (10-K FY2025, 10-Q Q3 2026).
Table 2.1 Accommodation platforms and hotel groups compared, latest filed quarter
| Company | Metric | Period | Value | Growth (%) | Margin (%) |
|---|---|---|---|---|---|
| Booking Holdings | Room nights | Q3 2026 | 345m | +6.7 | 47.0 |
| Booking Holdings | Merchant gross bookings | Q3 2026 | $40.7bn | +13.9 | n/a |
| Expedia | Booked room nights | Q3 2026 | 115.7m | +7 | 34.2 |
| Expedia | B2B gross bookings | Q3 2026 | $11.1bn | +19 | n/a |
| Trip.com | Accommodation reservation revenue | Q2 2026 (RMB6.6bn) | $969m | +6 | n/a |
| Marriott | Worldwide RevPAR | Q3 2026 | net rooms +4.6% | +6.5 | n/a |
| Hilton | System wide comparable RevPAR | Q3 2026 | net units +6.0% | +5.8 | n/a |
Growth year on year. Trip.com reports half yearly in RMB; Q2 2026 is its latest filed period, with US dollar values as its own convenience translation. Margin: Booking adjusted EBITDA on adjusted revenue; Expedia adjusted EBITDA on revenue.
3 Alternative Accommodations: Booking.com Homes Against Airbnb and Vrbo
- Alternative accommodation room nights at Booking.com about +7% in Q3 2026, after about +9% in Q4 2025, +5.5% in Q1 2026 and +4% in Q2 2026 (8-K Ex 99.1 releases); total room nights +6.7%.
- Mix: alternative accommodations were about 37% of Booking.com room nights in Q3 2026 against about 36% (10-Q); about 36% in FY2025 with growth of about 10% (stated on the Q4 2025 call).
- Supply: about 4.2m alternative accommodation listings and over 500,000 hotels, motels and resorts at 30 Sep 2026, against about 3.9m alternative units at 31 Dec 2025 (10-Q, 10-K).
- Disclosure: Booking files growth rates only; absolute alternative accommodation room nights and revenue are not disclosed.
How alternative accommodations are changing
- Licensing and caps: Booking's FY2025 Form 10-K adds licence requirements to the local restrictions on alternative accommodations and states that overtourism rules may cap listings; the company retains risk above $1.0m per occurrence partner liability cover.
- Airbnb: nights and seats booked 148.3m in Q2 2026, +10%; North America grew in high single digits, its fastest in almost three years, and Latin America about 20%; adjusted EBITDA margin 35% (Airbnb 8-K, 6 Aug 2026).
- Airbnb adds hotels and services: Experiences supply up nearly 80%, boutique hotels, grocery delivery, car rentals and airport pickups added; nearly 45% of issues that begin with its AI assistant were resolved without a human agent in Q2 2026 (Airbnb 8-K, 6 Aug 2026).
- Vrbo: Expedia does not report Vrbo separately; its B2C segment, which includes Vrbo, grew revenue 6% to $3.07bn in Q3 2026 (Expedia 8-K, 4 Nov 2026).
- Direct competitors named: Booking's growth risk factor names Airbnb and Vrbo as direct competitors in alternative accommodations (10-K FY2025).
Table 3.1 Alternative accommodation platforms compared, latest filed quarter
| Company | Metric | Period | Value | Growth (%) | Margin (%) |
|---|---|---|---|---|---|
| Booking.com | Alternative accommodation room nights | Q3 2026 | about 4.2m listings | +7 | n/a |
| Booking Holdings | Total room nights | Q3 2026 | 345m | +6.7 | 47.0 |
| Airbnb | Nights and seats booked | Q2 2026 | 148.3m | +10 | 35 |
| Airbnb | Gross booking value | Q2 2026 | $27.2bn | +16 | n/a |
| Airbnb | Revenue | Q2 2026 | $3.61bn | +16.5 | n/a |
| Expedia | B2C revenue, incl. Vrbo | Q3 2026 | $3.07bn | +6 | n/a |
Growth year on year. Airbnb's latest filed quarter is Q2 2026; its Q3 2026 outlook was revenue of $4.69bn to $4.77bn, +15% to 17%. Booking alternative accommodation growth is approximate as stated. Margin: adjusted EBITDA.
4 Connected Trip, Flights and AI Distribution: Airline Tickets Up 19%
- Airline tickets 21m in Q3 2026, +19.4%, after +3.7% in Q2 2026; the Q3 2026 outlook assumed elevated airfares and lower flight capacity would persist (8-K, 4 Aug 2026); FY2025 68m tickets, +37% (10-K FY2025).
- Rental car days 23m, (0.7%), after declines of 4.9% in Q1 and 6.5% in Q2 2026. Advertising and other revenues $332m, +7.8%, with growth at OpenTable cited (10-Q).
- Connected Trip: transactions linking more than one travel vertical grew in the high 20% range in 2025 to a low double digit share of Booking.com transactions (stated on the Q4 2025 call) and in the high teens in Q1 2026, about three times total Booking.com transaction growth (stated on the Q1 2026 call).
- AI products: users of the Priceline Penny and Agoda AI assistants convert at about twice the rate of non users; LLM referrals were under 1% of Booking.com room nights (stated on the Q3 2026 call). Information technology expense rose 25.2% on cloud, software and gen AI costs (10-Q).
How travel search and AI distribution are changing
- AI agents as competitors: the competition risk factor in the FY2025 Form 10-K names Google's Gemini and Google Maps travel integration and states that AI agents may become full service booking platforms that disintermediate online travel companies.
- Traffic: the FY2025 Form 10-K adds that search engines and operating systems show AI generated answers that may satisfy user intent without sending traffic; the Q3 2026 Form 10-Q expects search engine optimization traffic to decline in the short to medium term, which may raise paid marketing spend.
- Partners: Booking named OpenAI, Google, Anthropic and Amazon as AI partners and said some AI platforms may move toward performance marketing (stated on the Q1 2026 call).
- Meta search: TripAdvisor hotels meta search revenue fell 23% in Q2 2026; it sold TheFork to American Express for $700m on 1 Nov 2026 (TripAdvisor Forms 8-K).
- Flights: Expedia booked air tickets fell 6% in Q3 2026 (Expedia 8-K, 4 Nov 2026); Trip.com transportation ticketing revenue fell 1% in Q2 2026 and 12% from Q1 on energy prices and geopolitics (Trip.com 6-K).
Table 4.1 Flights, travel verticals and meta search compared, latest filed quarter
| Company | Metric | Period | Value | Growth (%) | Margin (%) |
|---|---|---|---|---|---|
| Booking Holdings | Airline tickets | Q3 2026 | 21m | +19.4 | n/a |
| Booking Holdings | Rental car days | Q3 2026 | 23m | (0.7) | n/a |
| Booking Holdings | Advertising and other revenues | Q3 2026 | $332m | +7.8 | n/a |
| Expedia | Booked air tickets | Q3 2026 | 13.6m | (6) | n/a |
| Expedia | Air revenue | Q3 2026 | $93m | (7) | n/a |
| Trip.com | Transportation ticketing revenue | Q2 2026 (RMB5.4bn) | $788m | (1) | n/a |
| TripAdvisor | Hotels revenue (meta search) | Q2 2026 | $118m | (23) | 27.9 |
| TripAdvisor | Experiences revenue (Viator) | Q2 2026 | $278.6m | +3 | n/a |
Growth year on year. TripAdvisor latest period filed by 4 Nov 2026 is Q2 2026 (its Q3 2026 report followed on 5 Nov 2026); Trip.com latest filed period Q2 2026; Trip.com values in US dollars are its own convenience translation of RMB. TripAdvisor margin is Hotels and Other segment margin.
5 Financial Analysis & Ratios
- Operating margin 38.4% in Q3 2026 against 38.7%; TTM 32.8% on reported revenue, or 35.2% on adjusted revenue when the $1.0bn FTC charge is excluded. FY2025 32.8%, FY2024 31.8%; FY2025 included the $457m KAYAK impairment and $205m of transformation costs.
- Net income TTM $7.18bn, 25.5% of revenue, incl. a $655m gain in 9M 2026 from remeasuring euro denominated debt, against a $1.43bn loss in FY2025. Diluted EPS TTM $9.22.
- Free cash flow TTM $9.24bn, 32.8% of revenue; FY2025 $9.09bn. Cash flow peaks in Q1 and Q2, when bookings are collected ahead of stays; Q3 2026 free cash flow $1.07bn, (22.0%).
- Balance sheet at 30 Sep 2026: cash, cash equivalents and investments $16.2bn incl. $435m of long term investments ($14.4bn held by international subsidiaries); debt $20.1bn carrying value, principal $20.2bn of which $19.0bn in euro; $1.99bn due within 12 months; $2bn revolver undrawn.
- Negative equity: total equity ($10.4bn) after treasury stock of $64.2bn; equity has been negative since FY2023, so ROE, ROIC and debt to equity are not meaningful.
- Capital returns TTM $13.3bn, 144% of free cash flow: buybacks $12.0bn and dividends $1.29bn; $12.4bn of repurchase authorization left at 30 Sep 2026; Q4 2026 dividend $0.42 per share.
Table 5.1 Income statement, cash flow and balance sheet summary ($bn unless stated)
| Line item | FY2021 | FY2022 | FY2023 | FY2024 | FY2025 | TTM Q3 2026 |
|---|---|---|---|---|---|---|
| Revenue | 11.0 | 17.1 | 21.4 | 23.7 | 26.9 | 28.1 |
| Operating income | 2.5 | 5.1 | 5.8 | 7.6 | 8.8 | 9.2 |
| Net income | 1.2 | 3.1 | 4.3 | 5.9 | 5.4 | 7.2 |
| Diluted EPS ($) | 1.13 | 3.05 | 4.70 | 6.91 | 6.62 | 9.22 |
| Operating cash flow | 2.8 | 6.6 | 7.3 | 8.3 | 9.4 | 9.6 |
| Capital expenditure | (0.3) | (0.4) | (0.3) | (0.4) | (0.3) | (0.3) |
| Free cash flow | 2.5 | 6.2 | 7.0 | 7.9 | 9.1 | 9.2 |
| Stock based compensation | 0.4 | 0.4 | 0.5 | 0.6 | 0.6 | 0.6 |
| Cash and investments | 11.2 | 12.4 | 12.7 | 16.2 | 17.2 | 15.8 |
| Total debt | 10.9 | 12.5 | 14.2 | 16.6 | 18.7 | 20.1 |
| Total equity | 6.2 | 2.8 | (2.7) | (4.0) | (5.6) | (10.4) |
Booking reports no cost of revenue line, so gross profit and gross margin are not shown; it also reports no R&D or SG&A line. Free cash flow is operating cash flow less additions to property and equipment. TTM equals Q4 2025 plus 9M 2026 and includes the $900m FTC revenue reduction and $100m accrual. FY2021 and FY2022 lines follow the FY2023 Form 10-K presentation. Cash and investments exclude long term investments.
Table 5.2 What changed, Q3 2026 against Q3 2025
| Metric | Q3 2025 | Q3 2026 | Change |
|---|---|---|---|
| Revenue ($bn) | 9.01 | 8.89 | (1.3%) |
| Operating income ($bn) | 3.48 | 3.42 | (1.9%) |
| Net income ($bn) | 2.75 | 2.72 | (1.1%) |
| Diluted EPS ($) | 3.38 | 3.61 | 6.8% |
| Operating cash flow ($bn) | 1.44 | 1.14 | (20.8%) |
| Free cash flow ($bn) | 1.37 | 1.07 | (22.0%) |
| Operating margin (%) | 38.7 | 38.4 | (0.2 pts) |
| Net margin (%) | 30.5 | 30.6 | 0.0 pts |
Table 5.3 Ratio analysis
| Ratio | FY2021 | FY2022 | FY2023 | FY2024 | FY2025 | TTM Q3 2026 |
|---|---|---|---|---|---|---|
| Growth and margins | ||||||
| Revenue growth (%) | n/a | 56.0 | 25.0 | 11.1 | 13.4 | n/a |
| Operating margin (%) | 22.8 | 29.9 | 27.3 | 31.8 | 32.8 | 32.8 |
| Net margin (%) | 10.6 | 17.9 | 20.1 | 24.8 | 20.1 | 25.5 |
| FCF margin (%) | 23.0 | 36.2 | 32.8 | 33.3 | 33.8 | 32.8 |
| Cost and investment intensity | ||||||
| SBC (%) revenue | 3.4 | 2.4 | 2.5 | 2.5 | 2.3 | 2.1 |
| Capex (%) revenue | 2.8 | 2.2 | 1.6 | 1.8 | 1.2 | 1.2 |
| Effective tax rate (%) | 20.5 | 22.0 | 21.7 | 19.3 | 20.9 | 22.4 |
| Returns | ||||||
| ROA (%) | 4.9 | 12.5 | 17.3 | 22.6 | 19.0 | 25.4 |
| Asset turnover (x) | 0.46 | 0.67 | 0.88 | 0.86 | 0.92 | 1.00 |
| Liquidity and leverage | ||||||
| Current ratio (x) | 2.10 | 1.86 | 1.28 | 1.31 | 1.33 | 1.11 |
| Debt to equity (x) | 1.77 | 4.49 | n/a | n/a | n/a | n/a |
| Net cash ($bn) | 0.2 | (0.1) | (1.5) | (0.4) | (1.5) | (4.2) |
| Efficiency and cash quality | ||||||
| Days sales outstanding | 45 | 48 | 56 | 49 | 52 | 56 |
| FCF to net income (x) | 2.16 | 2.02 | 1.63 | 1.34 | 1.68 | 1.29 |
| Shareholder returns (%) FCF | 6 | 107 | 148 | 97 | 85 | 144 |
ROE and ROIC are not shown and debt to equity is not meaningful from FY2023, as total equity turned negative in FY2023. ROA uses average balances for fiscal years and 30 Sep 2026 balances for TTM. TTM margins include the FTC revenue reduction and accrual.
Table 5.4 Valuation snapshot at $172.92 per share, 4 Nov 2026
| Measure | Value |
|---|---|
| Market cap ($bn) | 128.6 |
| Enterprise value ($bn) | 132.8 |
| P/E (TTM) (x) | 18.8 |
| EV/Sales (TTM) (x) | 4.7 |
| EV/EBITDA (TTM) (x) | 13.5 |
| FCF yield (%) | 7.2 |
Cost structure and profitability
- No cost of revenue: Booking reports operating expenses by nature (marketing, sales and other, personnel, G&A, information technology) and no cost of revenue, so it has no gross profit line. Costs here are revenue less operating income.
- Operating expenses $5.48bn in Q3 2026, (0.9%), against revenue (1.3%); Q3 2025 included the $457m KAYAK impairment and Q3 2026 the $100m FTC accrual.
- Marketing $2.59bn, +10.6%, the largest line at 47.3% of operating expenses; 4.8% of gross bookings against 4.7%. Sales and other $1.10bn, +7.1% (10-Q), with merchant transaction costs up $72m on the shift from agency to merchant at Booking.com.
- Personnel $944m, (0.1%), and transformation costs $23m; the Transformation Program targets about $650m of annual run rate savings, with most of the savings above the $550m enabled by end 2025 expected in 2027 (10-Q).
- Free cash flow and returns: buybacks and dividends exceeded free cash flow in every quarter from Q4 2025; TTM $13.3bn returned against $9.24bn free cash flow, funded partly by new debt.
Table 5.5 Operating expenses by line, last five quarters ($m)
| Line | Q3 2025 | Q4 2025 | Q1 2026 | Q2 2026 | Q3 2026 | Change year on year (%) |
|---|---|---|---|---|---|---|
| Marketing | 2,340 | 1,930 | 2,068 | 2,371 | 2,588 | +10.6 |
| Sales and other | 1,022 | 830 | 804 | 942 | 1,097 | +7.1 |
| Personnel | 945 | 869 | 893 | 900 | 944 | (0.1) |
| General and administrative | 254 | 262 | 100 | 217 | 338 | +33.0 |
| Information technology | 242 | 247 | 240 | 263 | 302 | +25.2 |
| Depreciation and amortization | 160 | 151 | 131 | 129 | 183 | +15.2 |
| Impairment | 457 | 0 | 0 | 0 | 0 | (100.0) |
| Transformation costs | 105 | 30 | 25 | 30 | 23 | (78.8) |
| Total operating expenses | 5,525 | 4,319 | 4,261 | 4,852 | 5,475 | (0.9) |
Total operating expenses equal revenue less operating income. Q4 2025 from the FY2025 release. Change year on year as stated in the Q3 2026 Form 10-Q, which computes it on unrounded amounts; total computed.
6 MD&A & Management Commentary
Q3 2026 results release and Form 10-Q
- Q3 2026 against the company's own outlook (8-K of 4 Aug 2026): room nights +6.7% against +3% to 5%; gross bookings +9.6% against +4% to 6%.
- FTC matter (10-Q Note 13): in July 2026 FTC staff informed Priceline that they intended to recommend that the FTC file a complaint against Priceline and a business to business affiliate partner asserting unfair or deceptive practices related to disclosures, fees, customer support and billing. Booking recorded a $900m revenue reduction and accrued a $100m loss in Q3 2026 (liability in accrued expenses), both excluded from adjusted measures. Priceline is in discussions with the FTC; a settlement has not been agreed and litigation remains possible; the FTC may seek monetary penalties and restitution in excess of these amounts.
- Revenue lines: merchant revenues $7.00bn, +14.1%; agency $2.46bn, (4.1%); advertising and other $332m, +7.8%. Constant currency ADRs about +3%; cancellation rate below Q3 2025; indirect Middle East effects such as higher airfares weighed on long haul travel (10-Q MD&A).
- Costs (10-Q): marketing $2.59bn, +10.6%, 4.8% of gross bookings against 4.7%; information technology $302m, +25.2% on cloud, software licences and gen AI costs; G&A $338m incl. the $100m FTC accrual; intangible amortization $93m against $53m after a change in estimated useful life; employees about 25,850, +4%.
- Below operating income: interest expense $311m; interest and dividend income $221m; effective tax rate 20.6% (22.1% for 9M 2026, raised by a valuation allowance on U.S. interest carryforwards).
- Capital (10-Q): buybacks $9.9bn in 9M 2026, of which $2.1bn in Q3 2026; $1bn of 3.6% notes repaid in Jun 2026; purchase obligations $1.2bn and lease obligations $743m.
Table 6.1 Company outlook issued in 2026, with actual outcomes
| Item | Outlook | Source |
|---|---|---|
| FY2026 (Feb 2026) | Constant currency gross bookings and revenue growth in high single digits; adjusted EBITDA growth above revenue growth; adjusted EPS growth in mid teens; reported gross bookings and revenue growth in low double digits | 8-K Ex 99.1, 18 Feb 2026 |
| Q1 2026 room nights | +5% to 7%. Actual: +5.9% | 8-K Ex 99.1, 18 Feb 2026 |
| Transformation Program | About $550m of annual run rate savings enabled by end 2025, raised to about $650m in Aug 2026; most of the savings above $550m expected to be realised in 2027 | 8-K Ex 99.1, 18 Feb and 4 Aug 2026 |
| Q2 2026 | Room nights +2% to 4%; gross bookings +4% to 6%. Actual: room nights +5.3%, gross bookings +9.0% | 8-K Ex 99.1, 28 Apr 2026 |
| FY2026 (Apr 2026) | Gross bookings growth high single digits to low double digits; revenue growth high single digits; adjusted EBITDA growth slightly faster than revenue growth; adjusted EPS growth low to mid teens | 8-K Ex 99.1, 28 Apr 2026 |
| Q3 2026 | Room nights +3% to 5%; gross bookings +4% to 6%. Actual: room nights +6.7%, gross bookings +9.6% | 8-K Ex 99.1, 4 Aug 2026 |
| Q4 2026 | Room nights +1% to 3%; gross bookings +2% to 4% (constant currency +4% to 6%); adjusted revenue +0% to 2% (constant currency +2% to 4%); adjusted EBITDA about flat | 8-K Ex 99.1, 3 Nov 2026 |
| FY2026 (Nov 2026) | Gross bookings, adjusted revenue and adjusted EBITDA growth in high single digits; adjusted EPS growth low to mid teens; Middle East effects assumed to persist through year end | 8-K Ex 99.1, 3 Nov 2026 |
Management and CFO commentary
- CEO Glenn Fogel, 8-K Ex 99.1 of 3 Nov 2026: gross bookings +10% and adjusted EPS +17% (GAAP EPS +7%) with margin expansion in Q3 2026; Booking is integrating AI across its brands, building AI native experiences and working with AI platforms.
- Release outlook, 8-K Ex 99.1 of 3 Nov 2026: demand moderated toward the end of Q3 2026 on softer international travel while domestic travel held up; October demand was affected by Middle East disruption, higher airfares and localized unrest in some European cities.
- Release, 8-K Ex 99.1 of 3 Nov 2026: marketing 4.8% of gross bookings against 4.7%; adjusted fixed operating expenses +6% with a slight decline in personnel costs.
- CFO Ewout Steenbergen, stated on the Q3 2026 call: demand moderated toward the end of the quarter; the Transformation Program is on track for about $650m of annual run rate savings in 2027.
- CEO, 8-K Ex 99.1 of 4 Aug 2026: Q2 2026 results came amid geopolitical and macroeconomic uncertainty; expected Transformation Program savings raised to about $650m to fund strategic priorities.
- CFO, stated on the Q1 2026 call: March 2026 room nights +1%, about 6 points lost to the Middle East conflict; merchant gross bookings +24% and about 72% of the total; $3.6bn of buybacks in Q1 2026 (8-K Ex 99.1).
- CFO, stated on the Q4 2025 call: FY2025 merchant gross bookings $130bn, about 70% of the total against about 63%; transformation savings about $250m in 2025 against a $150m commitment; 2026 reinvestment of about $700m above baseline; gross leverage target of about 2x.
Table 6.2 Management statements in their own words
| Speaker | Date and source | Statement |
|---|---|---|
| Glenn Fogel, CEO | 18 Feb 2026, 8-K Ex 99.1 Q4 2025 release | “advancing our use of Generative AI to enhance the value we deliver” |
| Glenn Fogel, CEO | 4 Aug 2026, 8-K Ex 99.1 Q2 2026 release | “the underlying desire to travel remained resilient” |
| Glenn Fogel, CEO | 3 Nov 2026, 8-K Ex 99.1 Q3 2026 release | “As AI transforms the ways to discover, plan, and book travel” |
Table 6.3 Key disclosures in the Forms 10-Q and 10-K
| Item | Disclosure |
|---|---|
| 10-Q Q3 2026, Note 13 | Oct 2026: European Commission opened a Digital Services Act investigation into Booking.com platform disclosures and security practices. |
| 10-Q Q3 2026, Note 13 | Apr 2026: Booking.com notified data protection authorities of unauthorised third party access to certain guest booking information. |
| 10-Q Q3 2026, legal | Spain CNMC fine liability $469m at 30 Sep 2026 ($485m at 31 Dec 2025), payment suspended pending appeal; Swiss price surveillance order on hotel commissions under appeal; investigations in Greece and Hungary; parity clause claims in Germany, the Netherlands and the UK. |
| 10-Q Q3 2026, MD&A | Mobile app share of room nights in the high fifties % over the trailing twelve months; direct channel mix in the mid fifties %; traffic from search engine optimization expected to decline in the short to medium term, which may raise paid marketing spend. |
| 10-Q Q3 2026, tax | Unrecognised tax benefits $308m; open matters incl. French local tax claims and an audit of a 2018 U.S. repatriation refund. |
| 10-K FY2025, tax | Netherlands Innovation Box rate of 9% against 25.8% statutory lowers the effective tax rate (20.9% in 2025, 19.3% in 2024). |
| 10-K FY2025, segments | Chief operating decision maker measure is adjusted EBITDA less capex: $9.85bn in 2025, $8.18bn in 2024, $7.02bn in 2023. |
| 10-K FY2025, market risk | A 100 basis point fall in rates would raise the fair value of non convertible debt by about $1.1bn; FX added about 3 points to 2025 revenue growth. |
7 Sector & Competitor Analysis
- Sector: online travel platforms. Booking TTM revenue $28.13bn against Expedia $16.2bn (TTM to Sep 2026), Airbnb $13.2bn and TripAdvisor $1.83bn (TTM to Jun 2026); Trip.com H1 2026 net revenue RMB31.9bn.
- Growth: BKNG (1.3%) reported and +8.7% adjusted in Q3 2026, against EXPE +11.9% in Q3 2026, ABNB +16.5% in Q2 2026, TCOM +11.2% in H1 2026 (RMB) and TRIP (7.1%) in Q2 2026.
- Margins: BKNG TTM operating margin 32.8% (35.2% excluding the FTC charge on adjusted revenue) against ABNB 20.8%, EXPE 17.2%, TCOM 7.8% (H1 2026, incl. the SAMR penalty) and TRIP 2.3%; free cash flow margin 32.8% against ABNB 36.9% and EXPE 23.1%.
- Valuation: BKNG 18.8x TTM P/E and 4.7x EV/Sales against ABNB 39.7x and 7.4x, EXPE 18.1x and 2.3x; market value $128.6bn against ABNB $106.7bn and EXPE $38.1bn.
- Balance sheet: BKNG net debt $4.2bn with negative equity; ABNB net cash $9.6bn excluding funds held for customers; EXPE net cash $0.1bn.
Table 7.1 Peer comparison, latest reported trailing twelve months
| Company | Revenue TTM ($bn) | Revenue growth (%) | Gross margin (%) | Operating margin (%) | Net margin (%) | FCF margin (%) | ROE (%) | Net cash ($bn) | Market value ($bn) | EV/Sales (x) | P/E TTM (x) |
|---|---|---|---|---|---|---|---|---|---|---|---|
| BKNG | 28.1 | (1.3) | n/a | 32.8 | 25.5 | 32.8 | n/a | (4.2) | 129 | 4.7 | 18.8 |
| EXPE | 16.2 | 11.9 | 90.5 | 17.2 | 13.0 | 23.1 | n/a | 0.1 | 38 | 2.3 | 18.1 |
| ABNB | 13.2 | 16.5 | 82.9 | 20.8 | 20.4 | 36.9 | 34.5 | 9.6 | 107 | 7.4 | 39.7 |
| TCOM | n/a | 11.2 | 79.6 | 7.8 | n/a | n/a | n/a | n/a | 27 | n/a | n/a |
| TRIP | 1.8 | (7.1) | 92.0 | 2.3 | 0.3 | 7.3 | 0.8 | 0.0 | 1 | 0.6 | n/a |
BKNG TTM Q4 2025 to Q3 2026; growth is Q3 2026 reported revenue year on year (adjusted revenue +8.7%); margins include the FTC revenue reduction and accrual; no cost of revenue line, so no gross margin; negative equity, so no ROE; valued at $172.92 (4 Nov 2026, intraday). EXPE TTM to Sep 2026 (Q3 2026 Form 10-Q of 4 Nov 2026), growth Q3 2026. ABNB and TRIP TTM to Jun 2026 (Q2 2026 Forms 10-Q, latest filed by 4 Nov 2026), growth Q2 2026. TCOM H1 2026 (6-K, RMB basis), growth H1 2026; its operating margin includes the RMB5.2bn SAMR penalty; TTM figures not compiled. EXPE ROE not meaningful (equity $1.65bn). ABNB free cash flow margin uses operating cash flow. Market values at 4 Nov 2026.
8 Material Events & Contracts
- Eleven Forms 8-K in twelve months: four earnings releases, three senior notes offerings, the stock split announcement and charter amendment, two officer and director changes and the annual meeting results. No Form 8-K/A was filed.
- Debt issued: EUR 1.5bn in Nov 2025 (3.000% due 2030, 3.625% due 2035); $750m of 5.375% notes due 2036 and EUR 1.9bn in three tranches (2030, 2034, 2039) in May 2026, with H1 2026 proceeds of $2.98bn; $1bn of 3.6% notes repaid in Jun 2026.
- Stock split: 25 for 1, announced 18 Feb 2026, record date 6 Mar 2026, effective 2 Apr 2026, split adjusted trading from 6 Apr 2026; authorized shares raised from 1bn to 25bn, par value unchanged at $0.008.
Table 8.1 Forms 8-K filed in the last twelve months
| Date | Items | Event |
|---|---|---|
| 3 Nov 2026 | 2.02, 9.01 | Q3 2026 results (Ex 99.1): revenue $8.89bn (1.3%) after a $900m revenue reduction for the FTC matter; adjusted revenue $9.79bn (+8.7%); room nights 345m (+6.7%); gross bookings $54.5bn (+9.6%); diluted EPS $3.61, adjusted $4.66; Q4 2026 dividend $0.42; Q4 and FY2026 outlook. |
| 4 Aug 2026 | 2.02, 9.01 | Q2 2026 results (Ex 99.1): revenue $7.35bn (+8.1%), room nights 325m (+5.3%), gross bookings $51.0bn (+9.0%), net income $1.95bn, diluted EPS $2.53, adjusted EPS $2.54; Transformation Program savings target raised to about $650m. |
| 2 Jun 2026 | 5.07, 9.01 | Annual meeting: 11 directors elected, say on pay 90.2%, Deloitte ratified 91.4%, officer exculpation charter amendment approved 87.4% (Ex 3.1), two stockholder proposals not approved. |
| 11 May 2026 | 1.01, 2.03, 8.01, 9.01 | EUR 1.9bn of senior notes: EUR 600m 3.500% due 2030, EUR 700m 4.000% due 2034, EUR 600m 4.500% due 2039 (underwriting agreement, note forms, legal opinion). |
| 7 May 2026 | 1.01, 2.03, 8.01, 9.01 | $750m of 5.375% senior notes due May 2036 (underwriting agreement, note forms, legal opinion). |
| 28 Apr 2026 | 2.02, 9.01 | Q1 2026 results (Ex 99.1): revenue $5.53bn (+16.2%), room nights 338m (+5.9%) with about 2 points lost to the Middle East conflict, gross bookings $53.8bn (+15.2%), net income $1.08bn, diluted EPS $1.36, adjusted EPS $1.14; buybacks $3.6bn. |
| 2 Apr 2026 | 5.03, 9.01 | Charter amendment (Ex 3.1) effected the 25 for 1 forward stock split at 4:01 pm Eastern on 2 Apr 2026; authorized common shares raised from 1bn to 25bn. |
| 2 Apr 2026 | 5.02 | Caroline Sullivan appointed chief accounting officer and controller from 29 Apr 2026; base salary $525,000. |
| 1 Apr 2026 | 5.02, 7.01, 9.01 | Kurt Sievers, NXP Semiconductors CEO from 2020 to 2025, joined the board; Lynn Radakovich to retire at the 2026 annual meeting (Ex 99.1). |
| 18 Feb 2026 | 2.02, 8.01, 9.01 | Q4 and FY2025 results (Ex 99.1): FY2025 revenue $26.9bn (+13.4%), room nights 1.24bn (+8.0%), gross bookings $186.1bn (+12.4%), net income $5.40bn; Q1 2026 dividend raised 9.4%; 25 for 1 stock split announced; FY2026 outlook. |
| 7 Nov 2025 | 1.01, 2.03, 8.01, 9.01 | EUR 1.5bn of senior notes: EUR 750m 3.000% due Nov 2030 and EUR 750m 3.625% due Nov 2035 (underwriting agreement, note forms, legal opinion). |
Table 8.2 Material contracts and financing arrangements
| Contract | Terms |
|---|---|
| Senior notes | Principal $20.2bn at 30 Sep 2026, $19.0bn in euro; issued under the 8 Aug 2017 indenture with U.S. Bank; senior unsecured with make whole redemption before par call dates. |
| Nov 2025 notes | EUR 750m 3.000% due 7 Nov 2030 and EUR 750m 3.625% due 7 Nov 2035; underwriters Citigroup, Deutsche Bank, Goldman Sachs, HSBC and J.P. Morgan. |
| May 2026 notes | $750m 5.375% due 7 May 2036; EUR 600m 3.500% due 2030, EUR 700m 4.000% due 2034 and EUR 600m 4.500% due 2039; underwriters Citigroup, Deutsche Bank, Goldman Sachs and J.P. Morgan. |
| Revolving credit facility | $2bn, to May 2029, undrawn. |
| Share repurchase program | $20bn program authorised in Q1 2025; $12.4bn of authorization left at 30 Sep 2026. |
| Commitments | Purchase obligations $1.2bn and lease obligations $743m at 30 Sep 2026 (10-Q). |
| Charter amendments | Stock split and authorized share increase (Ex 3.1, 2 Apr 2026); officer exculpation (Ex 3.1, 2 Jun 2026). |
9 Ownership, Voting Power & Annual Meeting
- No controlling holder: one class of common stock with one vote per share. Vanguard held 73.5m shares (9.4%) and BlackRock 64.3m (8.2%), split adjusted, per the proxy statement of Apr 2026, which takes both from Schedules 13G/A of Jan and Feb 2024 and notes that the Vanguard figure may not reflect current ownership after Vanguard's Jan 2026 disaggregation; a Schedule 13G of 29 Apr 2026 by Vanguard Capital Management reports 7.56% (2.40m pre split shares, 59.9m split adjusted) at 31 Mar 2026. Directors and executive officers held 1.31m shares, under 1%.
- Annual meeting of 2 Jun 2026: all 11 directors elected, Charles Noski with the lowest support at 90.4% of votes cast and Larry Quinlan at 95.6%; say on pay 90.2%; Deloitte 91.4%; officer exculpation charter amendment 87.4%. Stockholder proposals on political spending (35.2%) and on operations in illegal settlements (10.3%) were not approved.
- Insider trades, Nov 2025 to Oct 2026 (Forms 4): no open market purchases; open market sales of about $55.8m, almost all under Rule 10b5 1 trading plans: CEO Glenn Fogel about $25.9m, General Counsel Peter Millones about $20.6m, CFO Ewout Steenbergen about $4.2m, director Robert Mylod about $2.2m, CHRO Paulo Pisano about $2.1m, director Vanessa Wittman about $0.7m.
- Other insider transactions: shares withheld for tax on vesting about $59m, mainly Fogel ($34.8m, Mar 2026); annual director stock grants on 30 May 2026: 1,583 shares for most directors, 2,240 for chair Robert Mylod and 1,846 for Kurt Sievers.
Table 9.1 Annual meeting vote results, 2 Jun 2026
| Proposal | For (bn votes) | Against (bn votes) | Abstain (bn votes) | For as % of votes cast | Result |
|---|---|---|---|---|---|
| Elect Glenn D. Fogel | 0.626 | 0.003 | 0.000 | 99.5 | Elected |
| Elect Mirian Graddick Weir | 0.618 | 0.012 | 0.000 | 98.1 | Elected |
| Elect Kelly Grier | 0.624 | 0.005 | 0.000 | 99.2 | Elected |
| Elect Robert J. Mylod, Jr. | 0.619 | 0.010 | 0.000 | 98.3 | Elected |
| Elect Charles H. Noski | 0.568 | 0.061 | 0.001 | 90.4 | Elected |
| Elect Larry Quinlan | 0.602 | 0.028 | 0.000 | 95.6 | Elected |
| Elect Nicholas J. Read | 0.626 | 0.003 | 0.000 | 99.5 | Elected |
| Elect Thomas E. Rothman | 0.613 | 0.017 | 0.000 | 97.3 | Elected |
| Elect Kurt Sievers | 0.626 | 0.003 | 0.000 | 99.5 | Elected |
| Elect Sumit Singh | 0.625 | 0.005 | 0.000 | 99.3 | Elected |
| Elect Vanessa A. Wittman | 0.615 | 0.013 | 0.002 | 98.0 | Elected |
| Advisory vote on 2025 executive compensation | 0.567 | 0.062 | 0.001 | 90.2 | Approved |
| Ratify Deloitte for FY2026 | 0.611 | 0.057 | 0.002 | 91.4 | Approved |
| Charter amendment for officer exculpation | 0.550 | 0.079 | 0.001 | 87.4 | Approved |
| Stockholder proposal: political spending and brand damage | 0.221 | 0.406 | 0.003 | 35.2 | Not approved |
| Stockholder proposal: operations in illegal settlements | 0.064 | 0.558 | 0.008 | 10.3 | Not approved |
Votes as filed in the Form 8-K of 2 Jun 2026; share of votes cast is for divided by for plus against. Broker non votes 39.6m on each item except the auditor.
2026 annual meeting and board changes
- Meeting of 2 Jun 2026: held virtually; record date 7 Apr 2026; results filed under Item 5.07, the officer exculpation amendment as Ex 3.1.
- Board: Kurt Sievers joined on 1 Apr 2026 and received 99.5% of votes cast; Lynn Radakovich retired at the meeting after about ten years; Robert Mylod is board chair.
Table 9.2 Largest holders
| Holder | Shares (m, split adjusted) | Share of class (%) | Source |
|---|---|---|---|
| The Vanguard Group | 73.5 | 9.4 | Proxy statement, Apr 2026, from Schedule 13G filings |
| BlackRock, Inc. | 64.3 | 8.2 | Proxy statement, Apr 2026, from Schedule 13G filings |
| Directors and executive officers as a group | 1.31 | under 1 | Proxy statement, 16 Mar 2026 |
One class of common stock with one vote per share; no controlling holder. 743.7m shares outstanding at 26 Oct 2026 (10-Q cover).
10 Risk Factors
- Scope: Item 1A of the FY2025 Form 10-K compared with the FY2024 Form 10-K, heading by heading and body by body: 29 factors in both, none added or removed, 13 materially reworded. The Q1 2026 Form 10-Q adds a Middle East conflict factor; the Q3 2026 Form 10-Q adds no factor, and the FTC matter is disclosed in the notes without a new risk factor.
Table 10.1 Risk factors with filed figures
| Risk | Disclosure and change |
|---|---|
| AI agents and competition | Reworded: names Google's Gemini and Google Maps travel integration and AI native assistants; AI agents may become full service booking platforms that disintermediate online travel companies. AI appears 44 times in 13 factors against 27 times in 8. |
| Search and distribution | Reworded: AI generated answers may satisfy user intent without sending traffic. Marketing 4.8% of gross bookings in Q3 2026 against 4.7%; the 10-Q expects search engine optimization traffic to decline. |
| Middle East conflict | New factor in the Q1 2026 Form 10-Q: higher cancellations and slower new bookings, jet fuel and energy price risk. Q1 2026 room nights lost about 2 points (8-K Ex 99.1); the Q4 2026 outlook assumes the effects persist. |
| Legal and regulatory | FTC matter $1.0bn pre tax in Q3 2026, with no settlement agreed; Spain CNMC liability $469m; EU Digital Markets Act gatekeeper and Digital Services Act designations for Booking.com; DSA investigation opened Oct 2026. |
| Alternative accommodations | Reworded: adds licence requirements among local restrictions; the company retains risk above $1.0m per occurrence partner liability cover. |
| Foreign exchange and euro debt | $19.0bn of euro principal; remeasurement loss $1.43bn in FY2025 and gain $655m in 9M 2026; FX added about 3 points to 2025 revenue growth. |
| Innovation Box | Reworded and cut from 199 to 69 words: Booking.com earnings that qualify are taxed at 9% against 25.8%; 2025 effective tax rate 20.9%. |
How risk factors changed
- Comparison: 10-K FY2025 filed 18 Feb 2026 acc 0001075531-26-000009 against 10-K FY2024 filed 20 Feb 2025 acc 0001075531-25-000010.
- AI appears 44 times across 13 risk factors in the FY2025 10-K against 27 times in 8 factors a year earlier
- Risk factor text fell 9%, from 13,963 to 12,647 words, with the same 29 factors and no additions or removals
- Competition and distribution factors now describe AI agents and AI generated search answers that may book travel directly or keep users away from Booking sites
- Named legal cases dropped from the text include the Spanish CNMC fine, the Swiss price investigation and the Turkish registration ruling; a Dutch consumer class claim was added
- The only change during 2026 is the Middle East conflict factor added in the Q1 2026 10-Q
Table 10.2 Size of the risk factor section
| Measure | 10-K FY2024 | 10-K FY2025 |
|---|---|---|
| Risk factors (count) | 29 | 29 |
| Words in Item 1A | 13,963 | 12,647 |
Table 10.3 Risk factors added, removed and materially reworded
| Change | Risk factor | What changed |
|---|---|---|
| Removed | Risk factor summary section dropped | The FY2024 10-K opened Item 1A with a five part summary of about 190 words; the FY2025 10-K has no summary. No individual risk factor was removed. |
| Reworded | Declines or disruptions in the travel industry | Cut from 283 to 213 words; adds trade disputes, sanctions, political unrest and overtourism to events that may reduce demand, and drops the reference to the environmental impact of travel. |
| Reworded | Intense competition could reduce market share | Rewritten and cut from 761 to 392 words; now names Google's Gemini and Google Maps travel integration, AI native assistants and agents that book inside search engines, operating systems and super apps, and states AI agents may become full service booking platforms that disintermediate online travel companies. |
| Reworded | Growth rate and global expansion | Absorbs text moved from the competition factor (regional competitors, Airbnb and Vrbo as direct competitors) and keeps the overtourism listing restrictions, without the earlier reference to tourism's climate impact. |
| Reworded | Dependence on travel providers and search platforms | Adds that search engines, operating systems, app stores and mapping services increasingly show AI generated answers that may satisfy user intent without sending traffic, and that platforms may limit data access or interoperability in favour of native AI services. |
| Reworded | Keeping up with rapid technological change | Adds Gen AI capabilities as a driver of change and that consumers may book through Gen AI enabled devices; regulatory limits may now restrict ongoing commercialization of the Connected Trip. |
| Reworded | Growth of alternative accommodations | Rephrased and cut from 528 to 457 words; adds license requirements as an example of local restrictions and states the company retains risk above the $1.0m per occurrence partner liability cover. |
| Reworded | Development and use of Gen AI | Adds overreliance on AI outputs without human review and fraud through the company's own AI services (account takeover, payment fraud, cyberattacks); drops the sentence that Gen AI needs more investment in infrastructure and headcount. |
| Reworded | Impairments and credit loss provisions | Grew from 187 to 236 words; states that the FY2025 annual goodwill test led to goodwill and intangible asset impairment charges (KAYAK, $457m per the Q3 2025 figures) and adds the assumptions used in fair value estimates. |
| Reworded | Operational and technological infrastructures | Replaces the description of a multi year phased systems migration with a general statement on risks of deploying payment, ERP and other systems. |
| Reworded | Innovation Box Tax benefit | Cut from 199 to 69 words; states that a portion of Booking.com earnings historically qualified for the 9% Dutch rate (against 25.8% statutory) and drops the text on applying for future R&D certificates. |
| Reworded | Competition, consumer protection and online commerce laws | Drops the July 2024 Spanish CNMC fine and the 2017 Swiss price investigation; adds investigations into pricing tools and ranking criteria, a Dutch consumer group claim over parity clauses and misleading practices at Booking.com and Agoda, and class action risk. |
| Reworded | Regulatory and legal requirements and uncertainties | Cut from 884 to 751 words; drops the Turkish court registration case and the named list of FCPA, UK Bribery Act, DSA and DMA, and adds that the basis for assessing damages is changing in some jurisdictions. |
| Reworded | Environmental and social objectives | Heading drops the term ESG; text now covers inclusion and human rights initiatives and notes that AI related energy use may affect the Climate Action Plan commitments. |
Table 10.4 Risk factor updates in quarterly reports since the annual filing
| Filing | Change disclosed |
|---|---|
| 10-Q Q1 2026 filed 28 Apr 2026 | Adds a new risk factor on the Middle East conflict: higher cancellations and slower new bookings after the conflict began, with possible jet fuel disruption, higher energy prices, flight cancellations and weaker consumer sentiment. |
| 10-Q Q2 2026 filed 4 Aug 2026 | No new changes; refers to the FY2025 10-K as supplemented by the Q1 2026 Middle East risk factor. |
| 10-Q Q3 2026 filed 3 Nov 2026 | No new changes; same reference to the FY2025 10-K and the Q1 2026 Middle East factor. The Q3 2026 FTC matter ($900m revenue reduction) is not added as a risk factor. |
11 Stock Price, Scenarios & Sensitivity
- BKNG traded at $172.92 on 4 Nov 2026 (intraday), +11.1% from the 3 Nov close of $155.67 on the day of the Q3 2026 release. The 52 week range is $146.28 to $219.76. Prices are split adjusted.
- Price path: month end close $214.21 in Dec 2025, $167.43 in May 2026, $199.09 in Aug 2026 and $148.13 in Oct 2026; $84.07 in Nov 2021.
- Valuation: 18.8x TTM diluted EPS of $9.22; market value $128.6bn on 743.7m shares; EV/Sales 4.7x TTM; dividend yield 1.0% on the $0.42 quarterly dividend.
- Scenario model: adjusted revenue grows from TTM Q3 2026 $29.03bn for three years, with the FTC charge treated as non recurring; operating margin as stated; net interest expense $306m a year as in the TTM; 22% tax rate; share count reduced by buybacks as stated; price equals TTM Q3 2029 EPS times exit P/E.
Critical factors and core assumptions
Table 11.1 Critical factors behind the best case
| Factor | Current value | Best case requires | Evidence in filings and calls |
|---|---|---|---|
| Room night growth | +6.7% in Q3 2026; Q4 2026 outlook +1% to 3%; FY2025 +8.0% | 7% to 9% a year | 8-K Ex 99.1 releases; 10-K FY2025 |
| Merchant share and revenue as % of gross bookings | Merchant 74.7% of gross bookings in Q3 2026 against 71.8%; revenue 14.5% of gross bookings in FY2025 | stable to rising as payments are processed by Booking | 8-K Ex 99.1; 10-K FY2025 MD&A |
| Marketing efficiency | 4.8% of gross bookings in Q3 2026 against 4.7%; 4.4% in FY2025 | at or below 4.4% | 10-Q MD&A (search engine optimization traffic expected to decline) |
| Adjusted EBITDA margin | 36.9% in FY2025; 47.0% in Q3 2026 | about 39% to 40% for a full year | Transformation Program run rate savings about $650m (10-Q) |
| Share count | 753m diluted in Q3 2026 against 814m, (7.5%) | 4% to 6% lower a year | $12.4bn authorization left; free cash flow TTM $9.24bn |
| Regulatory outcomes | $1.0bn FTC charge; CNMC liability $469m | no further material fines | 10-Q Q3 2026, Note 13 |
| AI distribution | AI named 44 times in 13 risk factors; LLM referrals under 1% of Booking.com room nights (stated on the Q3 2026 call) | AI platforms send bookings to Booking brands at current marketing cost | 10-K FY2025 Item 1A |
- Revenue base TTM Q3 2026 adjusted revenue $29.03bn (reported $28.13bn); operating income excluding the FTC charge $10.22bn (35.2% of adjusted revenue).
- Best case: 11% revenue CAGR, 38% operating margin, 24x P/E, shares 14% lower; room nights grow in high single digits, flights and attractions add growth, transformation savings lift margin.
- Base case: 8% revenue CAGR, in line with the long term framework of at least 8% constant currency gross bookings and revenue growth (stated on the Q3 2026 call); 36% margin; 20x P/E; shares 10% lower.
- Worst case: 3% revenue CAGR, 30% margin, 14x P/E, shares 4% lower; AI agents and search platforms raise customer acquisition cost, further regulatory fines and a longer Middle East disruption.
- Tax rate 22% (22.1% for 9M 2026); net interest expense $306m a year on the euro notes; dividends and FX remeasurement of debt excluded.
Scenarios, three years forward
Table 11.2 Scenario analysis, TTM Q3 2026 to TTM Q3 2029
| Measure | Worst case | Base case | Best case |
|---|---|---|---|
| Revenue CAGR, 3 years (%) | 3.0 | 8.0 | 11.0 |
| Revenue, TTM Q3 2029 ($bn) | 31.7 | 36.6 | 39.7 |
| Operating margin, TTM Q3 2029 (%) | 30.0 | 36.0 | 38.0 |
| Net income, TTM Q3 2029 ($bn) | 7.2 | 10.0 | 11.5 |
| EPS, TTM Q3 2029 ($) | 10.06 | 14.98 | 18.02 |
| Exit P/E (x) | 14.0 | 20.0 | 24.0 |
| Implied price ($) | 141 | 300 | 433 |
| Change against $172.92 (%) | (19) | 73 | 150 |
| Implied annual return (%) | (6.6) | 20.1 | 35.7 |
Scenario EPS uses adjusted revenue and excludes the FTC charge and FX remeasurement of euro debt. Shares start from 743.7m outstanding at 26 Oct 2026.
Sensitivity analysis
Table 11.3 Sensitivity of implied price to revenue CAGR and operating margin at 20x P/E
| Revenue CAGR \ Operating margin | 30% | 33% | 36% | 38% | 40% |
|---|---|---|---|---|---|
| 3% | $215 | $237 | $259 | $274 | $289 |
| 5% | $228 | $251 | $275 | $290 | $306 |
| 8% | $249 | $274 | $300 | $317 | $334 |
| 10% | $263 | $290 | $317 | $335 | $353 |
| 11% | $270 | $298 | $326 | $344 | $363 |
Cells show implied share price in year 3. Price on 4 Nov 2026 (intraday) $172.92. Blue cells sit above it, red cells below.
Table 11.4 Sensitivity of implied price to exit P/E and operating margin at 8% revenue CAGR
| Exit P/E \ Operating margin | 30% | 33% | 36% | 38% | 40% |
|---|---|---|---|---|---|
| 14x | $174 | $192 | $210 | $222 | $234 |
| 17x | $211 | $233 | $255 | $269 | $284 |
| 20x | $249 | $274 | $300 | $317 | $334 |
| 22x | $273 | $302 | $330 | $348 | $367 |
| 24x | $298 | $329 | $360 | $380 | $400 |
Cells show implied share price in year 3. Price on 4 Nov 2026 (intraday) $172.92. Blue cells sit above it, red cells below.
Disclaimer
This analysis is for information only and is not financial advice. It is derived from public SEC filings retrieved via sec-api.io and is not a publication of the U.S. Securities and Exchange Commission. Scenario values are model outputs under stated assumptions and are not forecasts. Data as of 4 November 2026.
Sources
All company figures are read from SEC filings retrieved through the sec-api.io MCP server. Management statements come from the earnings releases and other exhibits to the Forms 8-K and from the Forms 10-Q; statements made on earnings calls are marked as stated on the call. Industry figures are taken only from SEC filings of Booking and its peers.
Table A.1 Filings used, with accession numbers
| Form | Period | Filed | Accession number |
|---|---|---|---|
| 10-Q | Q3 2026 | 3 Nov 2026 | 0001075531-26-000045 |
| 8-K | Q3 2026 | 3 Nov 2026 | 0001075531-26-000044 |
| 10-Q | Q2 2026 | 4 Aug 2026 | 0001075531-26-000037 |
| 10-Q | Q1 2026 | 28 Apr 2026 | 0001075531-26-000025 |
| 8-K | Q4 2025 | 18 Feb 2026 | 0001075531-26-000008 |
| 10-K | FY2025 | 18 Feb 2026 | 0001075531-26-000009 |
| 10-K | FY2024 | 20 Feb 2025 | 0001075531-25-000010 |
| 10-K | FY2023 | 22 Feb 2024 | 0001075531-24-000014 |
| 10-K | FY2022 | 23 Feb 2023 | 0001075531-23-000016 |
| DEF 14A | 2026 | 21 Apr 2026 | 0001308179-26-000310 |
| 8-K | 2026 annual meeting | 2 Jun 2026 | 0001075531-26-000031 |
Table A.2 Further filings used
| Company | Form | Filed | Accession number |
|---|---|---|---|
| Booking Holdings | 10-Q Q1 2025 | 29 Apr 2025 | 0001075531-25-000024 |
| Booking Holdings | 10-Q Q2 2025 | 29 Jul 2025 | 0001075531-25-000036 |
| Booking Holdings | 10-Q Q3 2025 | 28 Oct 2025 | 0001075531-25-000051 |
| Booking Holdings | 8-K | 7 Nov 2025 | 0001104659-25-108511 |
| Booking Holdings | 8-K | 1 Apr 2026 | 0001075531-26-000012 |
| Booking Holdings | 8-K | 2 Apr 2026 | 0001075531-26-000014 |
| Booking Holdings | 8-K | 2 Apr 2026 | 0000950157-26-000465 |
| Booking Holdings | 8-K | 28 Apr 2026 | 0001075531-26-000024 |
| Booking Holdings | 8-K | 7 May 2026 | 0001104659-26-057239 |
| Booking Holdings | 8-K | 11 May 2026 | 0001104659-26-058730 |
| Booking Holdings | 8-K | 4 Aug 2026 | 0001075531-26-000036 |
| Expedia Group | 8-K | 4 Nov 2026 | 0001324424-26-000059 |
| Expedia Group | 10-Q Q2 2026 | 5 Aug 2026 | 0001324424-26-000053 |
| Expedia Group | 10-Q Q3 2026 | 4 Nov 2026 | 0001324424-26-000062 |
| Airbnb | 8-K | 6 Aug 2026 | 0001193125-26-337928 |
| Airbnb | 10-Q Q2 2026 | 6 Aug 2026 | 0001559720-26-000027 |
| Trip.com Group | 6-K | 16 Sep 2026 | 0001193125-26-392473 |
| TripAdvisor | 8-K | 6 Aug 2026 | 0001193125-26-336666 |
| TripAdvisor | 8-K | 2 Nov 2026 | 0001193125-26-442627 |
| Booking Holdings | SC 13G (Vanguard Capital Management) | 29 Apr 2026 | 0002100119-26-000276 |
| TripAdvisor | 10-Q Q2 2026 | 6 Aug 2026 | 0001193125-26-336693 |
| Marriott International | 8-K | 2 Nov 2026 | 0001048286-26-000040 |
| Hilton Worldwide | 8-K | 27 Oct 2026 | 0001585689-26-000049 |
Table B.1 Exhibits to Forms 8-K filed in the last twelve months
| Filed | Exhibit | Document | Content |
|---|---|---|---|
| 7 Nov 2025 | EX-1.1, EX-4.1 to EX-4.5, EX-5.1 | EUR 1.5bn senior notes offering (underwriting agreement, note forms, officers' certificates, agency agreement, legal opinion) | Underwriting agreement of 4 Nov 2025 with Citigroup, Deutsche Bank, Goldman Sachs, HSBC and J.P. Morgan for EUR 1.5bn of senior notes; EUR 750m 3.000% notes due 7 Nov 2030 and EUR 750m 3.625% notes due 7 Nov 2035; annual interest from 7 Nov 2026 |
| 18 Feb 2026 | EX-99.1 | Q4 and FY2025 results release | Q4 2025: room nights 285m (up 9%), gross bookings $43.0bn (up 16%, about 11% at constant currency), revenue $6.3bn (up 16%); merchant revenue $4.25bn against $3.34bn, agency $1.79bn against $1.86bn; FY2025: room nights 1.24bn (up 8%), gross bookings $186.1bn (up 12%), revenue $26.9bn (up 13%), net income $5.4bn (down 8%), adjusted EBITDA $9.9bn (up 20%), margin 36.9% against 35.0% |
| 18 Feb 2026 | 8-K Item 8.01 (no exhibit) | 25 for 1 stock split announced | Holders of record at close on 6 Mar 2026 receive 24 additional shares per share, distributed after close on 2 Apr 2026; Split adjusted trading expected from 6 Apr 2026; authorized common shares rise proportionately |
| 1 Apr 2026 | EX-99.1 | Kurt Sievers appointed to the board; Lynn Radakovich to retire | Kurt Sievers, NXP Semiconductors CEO from 2020 to 2025, joined the board on 1 Apr 2026 and the Corporate Governance Committee; Sievers also sits on the Capgemini board and the Daimler Truck supervisory board |
| 2 Apr 2026 | 8-K Item 5.02 (no exhibit) | Caroline Sullivan appointed chief accounting officer and controller | Caroline Sullivan, 57, becomes SVP, chief accounting officer and controller from 29 Apr 2026; previously chief accounting officer at Moody's (Dec 2018 to Mar 2025); Base salary $525,000, target bonus 75% of salary, $1m RSU grant plus $1m new hire RSU grant in May 2026, $1m target PSU grant in Mar 2027, $300,000 signing bonus |
| 2 Apr 2026 | EX-3.1 | Charter amendment effecting the 25 for 1 stock split | Authorized common stock raised to 25bn shares at $0.008 par value; 150m preferred shares authorized; Each issued and treasury share split into 25 shares effective 4:01 pm Eastern on 2 Apr 2026 |
| 28 Apr 2026 | EX-99.1 | Q1 2026 results release | Room nights 338m (up 6%), cut by about 2 percentage points by the Middle East conflict; gross bookings $53.8bn (up 15%, about 8% at constant currency); Revenue $5.5bn (up 16%, about 10% at constant currency); merchant revenue $3.70bn against $2.92bn, agency $1.53bn against $1.56bn |
| 7 May 2026 | EX-1.1, EX-4.1, EX-4.2, EX-5.1 | $750m 5.375% senior notes due 2036 | Underwriting agreement of 5 May 2026 with Citigroup, Deutsche Bank, Goldman Sachs and J.P. Morgan for $750m of notes; 5.375% notes due 7 May 2036, interest paid semiannually from 7 Nov 2026; make whole at Treasury rate plus 15 basis points before 7 Feb 2036 |
| 11 May 2026 | EX-1.1, EX-4.1 to EX-4.7, EX-5.1 | EUR 1.9bn senior notes offering in three tranches | Underwriting agreement of 5 May 2026 with Citigroup, Deutsche Bank, Goldman Sachs and J.P. Morgan for EUR 1.9bn of notes; EUR 600m 3.500% notes due 11 May 2030, EUR 700m 4.000% notes due 11 May 2034 and EUR 600m 4.500% notes due 11 May 2039; annual interest from 11 May 2027 |
| 2 Jun 2026 | EX-3.1 and Item 5.07 | Annual meeting results and officer exculpation charter amendment | All 11 director nominees elected; Charles Noski received the lowest support at 90.4% of votes cast (568.2m for, 60.6m against); Glenn Fogel 99.5%; Say on pay for 2025 approved with 90.2% of votes cast; Deloitte ratified with 91.4% |
| 4 Aug 2026 | EX-99.1 | Q2 2026 results release | Room nights 325m (up 5%); gross bookings $51.0bn (up 9%, about 8% at constant currency); revenue $7.4bn (up 8%, about 7% at constant currency); Merchant revenue $5.13bn against $4.46bn; agency revenue $1.90bn against $2.04bn; advertising and other $322m against $297m |
| 3 Nov 2026 | EX-99.1 | Q3 2026 results release | Room nights 345m, up 6.7%; gross bookings $54.5bn, up 10% (about 11% at constant currency); merchant gross bookings $40.7bn (up 13.9%), agency $13.7bn (down 1.3%); Revenue $8.9bn, down 1%, after a $900m revenue reduction for an FTC matter; adjusted revenue $9.8bn, up 9% (about 10% at constant currency) |
