BKNG 8-K: Smart Summary

On May 7, 2026, Booking Holdings Inc. executed an Officers' Certificate to issue $750,000,000 aggregate principal amount of 5.375% Senior Notes due 2036, under the Base Indenture dated August 8, 2017 between the Company and U.S. Bank Trust Company, National Association, as trustee. The Notes are general senior unsecured obligations maturing on May 7, 2036.

• Senior Notes Indenture — Booking Holdings Inc. and U.S. Bank Trust Company, National Association (as successor in interest to U.S. Bank National Association), as trustee; effective May 7, 2026; $750,000,000 aggregate principal amount of 5.375% Senior Notes due 2036; Notes are general senior unsecured obligations ranking equally with other senior unsecured obligations; governed by the Base Indenture dated August 8, 2017, as supplemented by the Officers' Certificate dated May 7, 2026; matures May 7, 2036; issued as registered Global Securities via DTC, Euroclear Bank S.A./N.V., and Clearstream Banking, S.A. as depositary; issued in minimum denominations of $2,000 and integral multiples of $1,000 in excess thereof; no sinking fund

• Acceleration — Bankruptcy/Insolvency — Upon certain bankruptcy or insolvency events, all outstanding Notes become due and payable immediately without further action or notice
• Acceleration — Other Events of Default — Trustee or holders of at least 25% in aggregate principal amount of outstanding Notes may declare acceleration upon an uncured Event of Default
• Waiver of Default — Holders of a majority in aggregate principal amount of outstanding Notes may waive existing defaults except defaults in payment of principal or interest, failure to redeem when required, or defaults under provisions requiring consent of each Holder
• Redemption Notice — Notice of redemption must be sent at least 10 days but not more than 60 days before the redemption date (subject to certain exceptions); redemption may be conditioned on satisfaction of one or more conditions precedent at Company's discretion
• Covenant Defeasance — Limitation on Liens (Section 4.06), Limitation on Sale/Leaseback Transactions (Section 4.07), and the additional cross-default Event of Default are subject to Covenant Defeasance under Section 8.03 of the Indenture
• Future Issuances — Company may issue additional Securities with the same terms without Holder consent in unlimited aggregate principal amount, provided fungibility for U.S. federal income tax purposes; non-fungible additional Securities will carry a separate CUSIP number

• Issuer: Booking Holdings Inc.
• Security: $750,000,000 5.375% Senior Unsecured Notes due 2036 (CUSIP: 09857L BN7; ISIN: US09857LBN73)
• Maturity Date: May 7, 2036; Par Call Date: February 7, 2036
• Initial Public Offering Price: 99.901% of principal; Price to Underwriters: 99.451% of principal
• Gross Proceeds: $749,257,500; Net Proceeds to Issuer (before expenses): $745,882,500
• Yield to Maturity: 5.388%; Spread to Benchmark Treasury (4.125% UST due February 15, 2036): +97 basis points
• Interest Payment Dates: May 7 and November 7, semi-annually; First Interest Payment Date: November 7, 2026
• Optional Redemption: Prior to February 7, 2036, at the greater of make-whole (Treasury Rate + 15 basis points) or 100% of principal; on or after February 7, 2036, at 100% of principal plus accrued interest
• Issued under Indenture dated August 8, 2017, with U.S. Bank Trust Company, National Association as trustee
• Joint Book-Running Managers: Citigroup Global Markets Inc. ($105,000,000), Deutsche Bank Securities Inc. ($105,000,000), Goldman Sachs & Co. LLC ($105,000,000), J.P. Morgan Securities LLC ($105,000,000), and others
• Concurrent EUR Notes Offering priced on May 5, 2026: €600,000,000 3.500% Senior Unsecured Notes due 2030, €700,000,000 4.000% Senior Unsecured Notes due 2034, and €600,000,000 4.500% Senior Unsecured Notes due 2039 (closing of USD offering not conditioned on EUR offering closing)

• Aggregate Principal Amount — $750,000,000 of 5.375% Senior Notes due 2036
• Interest Rate & Payment Schedule — 5.375% per annum, payable semi-annually on May 7 and November 7 each year, commencing November 7, 2026; interest accrues from May 7, 2026; calculated on the basis of a 360-day year of twelve 30-day months
• Issue Price — 99.901% of principal amount
• Optional Redemption (Prior to Par Call Date) — Redeemable at the greater of (1) 100% of aggregate principal amount or (2) present value of remaining scheduled payments discounted at Treasury Rate plus 15 basis points, in each case plus accrued and unpaid interest; Par Call Date is February 7, 2036
• Optional Redemption (On or After Par Call Date) — Redeemable at 100% of principal amount plus accrued and unpaid interest
• Lien Basket — Company and Restricted Subsidiaries may incur secured Indebtedness (excluding Permitted Liens) and enter into Sale/Leaseback Transactions, provided the combined aggregate does not exceed the greater of 20% of Consolidated Net Tangible Assets or $3B
• Cross-Default Threshold — Additional Event of Default triggered by default on debt for money borrowed in excess of $100M that results in acceleration not rescinded within 30 days