Booking Holdings (BKNG) risk factors, FY2025 10-K

Booking Holdings's FY2025 10-K, filed Feb 18, 2026, lists 31 risk factors in 4 groups. Against the prior year's 32: 4 new, 5 dropped, 22 substantially reworded.

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Risk factors listed
314 groups
New this year
4vs 32 last year
Dropped
5since the prior 10-K
Substantially reworded
22of those kept
Section length
13k wordsItem 1A

What the changes say

  • Fiscal 2025 goodwill and intangible-asset impairments, credit losses, and consumer refunds now receive greater emphasis.
  • EU VLOP rules and payment-processor dependence add specific regulatory, cost, and disruption exposure.
  • Booking may lose its 9% Dutch Innovation Box Tax rate, increasing its effective tax rate and cash taxes.
  • Gen AI is now identified as a competitive, regulatory, and technology-change factor.

What changed since the prior 10-K

New

  • NewIndustry and Business Risks

    succeed in attracting, and retaining well-qualified employees, our business, ability to grow and innovate, competitive position, reputation, and results of operations would be adversely affected

    Fiscal 2025 goodwill and intangible-asset impairment charges, credit losses, and refunds could increase because fair-value estimates may prove wrong.

  • NewTax Risks

    We may not be able to maintain our "Innovation Box Tax" benefit

    Booking could lose its Dutch Innovation Box Tax benefit, raising the applicable rate from 9% toward the 25.8% statutory rate.

  • NewLegal, Regulatory, Compliance, and Reputational Risks

    legislation utilizes a "gatekeeper" or VLOP designation to extend its scope, we could be subject to further regulations, restrictions, or compliance or other obligations that are not applicable to our competitors

    EU VLOP or gatekeeper treatment could impose additional rules, business changes, compliance costs, and competitive disadvantages based partly on estimated monthly active recipients.

  • NewLegal, Regulatory, Compliance, and Reputational Risks

    compromised, we could incur significant fines or experience a significant increase in payment card transaction costs. Compliance with the Standard may not prevent all security incidents

    Payment processors, card networks, or major travel providers could raise costs, disrupt payments, trigger chargebacks, or leave Booking with unrecovered prepayments.

Dropped

  • DroppedIndustry and Business Risks

    We rely on various third-party distribution channels (i.e., marketing affiliates) to distribute accommodation, rental car, and airline ticket reservations. If distribution through such third parties declines, our business, market share, and results of operations could be adversely affected

  • DroppedIndustry and Business Risks

    We have recorded and may in the future record impairments of goodwill, long-term investments, or long-lived assets. Future events and changing market conditions may result in the need to recognize goodwill, investment, or asset impairment charges, which could have a material adverse effect on our results of operations

  • DroppedTax Risks

    results of operations and cash flows. Further, digital services taxes may not apply to our competitors, which could harm our business and competitive position

  • DroppedTax Risks

    The Netherlands corporate income tax law provides that income generated from qualifying innovative activities is taxed at the rate of 9% ("Innovation Box Tax") rather than the Dutch statutory rate of 25.8%. A portion of Booking.com's earnings historically has qualified for Innovation Box Tax treatment

  • DroppedLegal, Regulatory, Compliance, and Reputational Risks

    service providers could have difficulty making or receiving payments, which could adversely impact our reputation, business, and results of operations

Reworded

  • 91% rewrittenIndustry and Business Risks

    Intense competition could reduce our market share and harm our financial performance

    The risk now names a broader competitor set, including direct travel providers, financial and payment companies, and Google’s Gemini Gen AI offering.

  • 84% rewrittenIndustry and Business Risks

    We are dependent on travel service providers, restaurants, search platforms, and other third parties

    The disclosure is shorter and less specific about provider types and KAYAK information, while retaining reliance on nonexclusive, easily terminated third-party arrangements.

  • 71% rewrittenIndustry and Business Risks

    We face risks related to the growth of our alternative accommodations business

    The wording emphasizes increasing risks as alternative accommodations grow and changes peak-period unavailability to seasonality or owner use.

  • 70% rewrittenLegal, Regulatory, Compliance, and Reputational Risks

    Our business is subject to various competition, consumer protection, and online commerce laws and regulations around the world, and as the size of our business grows, scrutiny of our business in these areas may intensify

    The risk now expressly covers Gen AI, consumer-protection matters, and investigations by broadly defined Competition Authorities.

    Was: Our business is subject to various competition, consumer protection, and online commerce laws and regulations around the world, and as the size of our business grows, scrutiny of our business by legislators and regulators in these areas may intensify

  • 68% rewrittenTax Risks

    We may have exposure to additional tax liabilities

    The international-services framing was removed, but the tax-audit, amended-position, interest, penalty, and additional-liability exposure is otherwise substantially unchanged.

  • 66% rewrittenIndustry and Business Risks

    Declines or disruptions in the travel industry could adversely affect our business and financial performance

    Geopolitical tensions and future foreign-exchange, market, and oil-price volatility were added; the prior benefit of lower occupancy was removed.

  • 56% rewrittenIndustry and Business Risks

    We may not be able to keep up with rapid technological or other market changes

    The technology discussion now highlights mobile payments and Gen AI, and describes commercializing rather than building the Connected Trip.

  • 56% rewrittenIndustry and Business Risks

    We face risks related to the growth rate and the global expansion of our business

    The risk adds strong local competitors and potentially costly market expansion, while removing the explicit potential impact on Booking’s stock price.

  • 52% rewrittenLegal, Regulatory, Compliance, and Reputational Risks

    We face risks related to our intellectual property

  • 50% rewrittenIndustry and Business Risks

    We rely on the performance of highly skilled employees and, if we are unable to retain or motivate key employees or hire, retain, and motivate well-qualified employees, our business would be harmed

  • 48% rewrittenIndustry and Business Risks

    We face risks related to our operational and technological infrastructures

  • 45% rewrittenIndustry and Business Risks

    The development and use of Gen AI may result in reputational harm or legal liability and may adversely affect our business, financial condition, and results of operations

  • 44% rewrittenIndustry and Business Risks

    Our processing, storage, use, and disclosure of personal data exposes us to risks of data breaches and could give rise to liabilities and/or damage our reputation

  • 40% rewrittenLegal, Regulatory, Compliance, and Reputational Risks

    Regulatory and legal requirements and uncertainties could subject us to business constraints, increased compliance costs and complexities, or otherwise harm our business

  • 34% rewrittenIndustry and Business Risks

    Cyberattacks, system vulnerabilities, or inadequate system capacity could lead to sustained service outages, data loss, reduced revenue, increased costs, liability claims, or harm to our competitive position

  • 33% rewrittenFinancial Risks

    We are exposed to fluctuations in foreign currency exchange rates

  • 32% rewritten

    Our business and financial results are subject to risks and uncertainties, which could adversely affect our business, results of operations, financial condition, and cash flows

  • 29% rewrittenFinancial Risks

    The value of our investments could decline, which could adversely affect our financial condition and results of operations

  • 27% rewrittenIndustry and Business Risks

    We face risks relating to our marketing efforts

  • 26% rewrittenLegal, Regulatory, Compliance, and Reputational Risks

    There are various risks associated with the facilitation of payments, including risks related to fraud, compliance with evolving rules and regulations, and reliance on third parties

  • 26% rewrittenIndustry and Business Risks

    Investments in new business strategies and acquisitions could disrupt our ongoing business and present risks not originally contemplated

  • 24% rewrittenIndustry and Business Risks

    Our business relies on a global supply chain of third-party services providers and we are exposed to risks because we rely on the resilience, security, and legal compliance of their products and services

All 31 risk factors

Headings as the filing states them, in filing order.

Other

  1. 01Our business and financial results are subject to risks and uncertainties, which could adversely affect our business, results of operations, financial condition, and cash flows32% rewritten

Industry and Business Risks

  1. 02Declines or disruptions in the travel industry could adversely affect our business and financial performance66% rewritten
  2. 03Intense competition could reduce our market share and harm our financial performance91% rewritten
  3. 04We face risks related to the growth rate and the global expansion of our business56% rewritten
  4. 05We are dependent on travel service providers, restaurants, search platforms, and other third parties84% rewritten
  5. 06We may not be able to keep up with rapid technological or other market changes56% rewritten
  6. 07We face risks related to the growth of our alternative accommodations business71% rewritten
  7. 08We face risks relating to our marketing efforts27% rewritten
  8. 09The development and use of Gen AI may result in reputational harm or legal liability and may adversely affect our business, financial condition, and results of operations45% rewritten
  9. 10We rely on the performance of highly skilled employees and, if we are unable to retain or motivate key employees or hire, retain, and motivate well-qualified employees, our business would be harmed50% rewritten
  10. 11succeed in attracting, and retaining well-qualified employees, our business, ability to grow and innovate, competitive position, reputation, and results of operations would be adversely affectedNew
  11. 12We face risks related to our operational and technological infrastructures48% rewritten
  12. 13Investments in new business strategies and acquisitions could disrupt our ongoing business and present risks not originally contemplated26% rewritten
  13. 14We may not be able to successfully integrate acquired businesses or manage the operation of our internal businesses
  14. 15Our processing, storage, use, and disclosure of personal data exposes us to risks of data breaches and could give rise to liabilities and/or damage our reputation44% rewritten
  15. 16Cyberattacks, system vulnerabilities, or inadequate system capacity could lead to sustained service outages, data loss, reduced revenue, increased costs, liability claims, or harm to our competitive position34% rewritten
  16. 17Our business relies on a global supply chain of third-party services providers and we are exposed to risks because we rely on the resilience, security, and legal compliance of their products and services24% rewritten

Tax Risks

  1. 18We may have exposure to additional tax liabilities68% rewritten
  2. 19We may not be able to maintain our "Innovation Box Tax" benefitNew

Legal, Regulatory, Compliance, and Reputational Risks

  1. 20Our business is subject to various competition, consumer protection, and online commerce laws and regulations around the world, and as the size of our business grows, scrutiny of our business in these areas may intensify70% rewritten
  2. 21legislation utilizes a "gatekeeper" or VLOP designation to extend its scope, we could be subject to further regulations, restrictions, or compliance or other obligations that are not applicable to our competitorsNew
  3. 22Regulatory and legal requirements and uncertainties could subject us to business constraints, increased compliance costs and complexities, or otherwise harm our business40% rewritten
  4. 23There are various risks associated with the facilitation of payments, including risks related to fraud, compliance with evolving rules and regulations, and reliance on third parties26% rewritten
  5. 24compromised, we could incur significant fines or experience a significant increase in payment card transaction costs. Compliance with the Standard may not prevent all security incidentsNew
  6. 25We face risks related to our intellectual property52% rewritten
  7. 26Regulations and policies impacting the way corporations use cookies and other online tracking technologies could negatively impact the way we do business

Financial Risks

  1. 27Our liquidity, credit ratings, and ongoing access to capital could be materially and negatively affected by global financial conditions and events
  2. 28We are exposed to fluctuations in foreign currency exchange rates33% rewritten
  3. 29Our stock price is highly volatile
  4. 30We face increased risks if the level of our debt increases
  5. 31The value of our investments could decline, which could adversely affect our financial condition and results of operations29% rewritten

Other Booking Holdings 10-Ks

  • FY2024 10-K risk factors
    32 risks

    Booking Holdings faces intense competition, heavy dependence on third-party travel providers and marketing channels, and strict international tax and regulatory scrutiny.

    Filed Feb 20, 2025

About this page

The headings are the filing's own. The one-line readings and the overview are automated and can be wrong: read Item 1A of the 10-K for the exact wording.