BKNG 8-K: Smart Summary

On May 11, 2026, Booking Holdings Inc. issued three tranches of euro-denominated Senior Notes totaling €1,900,000,000 in aggregate principal amount under its existing Base Indenture dated August 8, 2017, with U.S. Bank Trust Company, National Association as trustee. The Company also entered into an Agency Agreement appointing U.S. Bank Europe DAC, UK Branch as paying agent and U.S. Bank Trust Company, National Association as transfer agent for the Senior Notes.

• Officers' Certificate / Indenture Supplement (3.500% Senior Notes due 2030) — Booking Holdings Inc. (issuer) and U.S. Bank Trust Company, National Association (trustee); effective May 11, 2026; €600,000,000 aggregate principal amount; matures May 11, 2030; interest at 3.500% per annum payable annually on May 11, commencing May 11, 2027; issued at an initial public offering price of 99.846% of principal amount; denominations of minimum €100,000 and integral multiples of €1,000 in excess thereof; ISIN XS3367613448; CUSIP 09857L BP2
• Officers' Certificate / Indenture Supplement (4.000% Senior Notes due 2034) — Booking Holdings Inc. (issuer) and U.S. Bank Trust Company, National Association (trustee); effective May 11, 2026; €700,000,000 aggregate principal amount; matures May 11, 2034; interest at 4.000% per annum payable annually on May 11, commencing May 11, 2027; issued at an initial public offering price of 99.477% of principal amount; denominations of minimum €100,000 and integral multiples of €1,000 in excess thereof; ISIN XS3367613794; CUSIP 09857L BQ0
• Officers' Certificate / Indenture Supplement (4.500% Senior Notes due 2039) — Booking Holdings Inc. (issuer) and U.S. Bank Trust Company, National Association (trustee); effective May 11, 2026; €600,000,000 aggregate principal amount; matures May 11, 2039; interest at 4.500% per annum payable annually on May 11, commencing May 11, 2027; issued at an initial public offering price of 98.999% of principal amount; denominations of minimum €100,000 and integral multiples of €1,000 in excess thereof; ISIN XS3367614099; CUSIP 09857L BR8
• Agency Agreement — Booking Holdings Inc. (issuer), U.S. Bank Europe DAC, UK Branch (paying agent), and U.S. Bank Trust Company, National Association (transfer agent and trustee); effective May 11, 2026; governs payment, transfer, and registration services for all three series of Senior Notes; fees and expenses payable by the issuer as agreed in a separate agreement; out-of-pocket expenses reimbursed within 60 days of receipt; governed by the laws of the State of New York

• Senior unsecured ranking — The Senior Notes are general senior unsecured obligations ranking equally with the Company's other senior unsecured obligations; no sinking fund
• Cross-acceleration Event of Default — An additional Event of Default applies if the Company or any majority-owned Subsidiary defaults on debt for money borrowed in excess of $100M in aggregate that results in such debt being declared due and payable, and such acceleration is not rescinded within 30 days after written notice
• Acceleration upon bankruptcy — Events of default arising from certain bankruptcy or insolvency events will automatically cause acceleration of all amounts due without further action or notice
• Acceleration by holders or trustee — For non-bankruptcy events of default, the Trustee or holders of at least 25% in aggregate principal amount of the outstanding Notes of the applicable series may declare acceleration
• Board authorization — Issuance authorized pursuant to resolutions of the Board of Directors adopted on January 22, 2026
• Euro payment currency — All payments will be made in euro; if euro becomes unavailable, payments will be made in U.S. dollars converted at the rate mandated by the U.S. Federal Reserve Board or, if unavailable, at the most recently available market exchange rate
• Paying agent appointment continuity — Termination of paying agent or transfer agent requires not less than 60 days' written notice and may not take effect until a successor is appointed or the issuer otherwise approves

• Tranche 1: €600,000,000 3.500% Senior Notes due May 11, 2030; issue price 99.846% of principal; reoffer yield 3.542%; spread of 65 basis points over 4-year Mid-Swaps; net proceeds to issuer (before expenses) €597,276,000
• Tranche 2: €700,000,000 4.000% Senior Notes due May 11, 2034; issue price 99.477% of principal; reoffer yield 4.078%; spread of 105 basis points over 8-year Mid-Swaps; net proceeds to issuer (before expenses) €694,029,000
• Tranche 3: €600,000,000 4.500% Senior Notes due May 11, 2039; issue price 98.999% of principal; reoffer yield 4.604%; spread of 140 basis points over 13-year Mid-Swaps; net proceeds to issuer (before expenses) €591,534,000
• Total aggregate principal amount: €1,900,000,000; trade date May 5, 2026; settlement date May 11, 2026 (T+4)
• Interest payable annually on May 11, commencing May 11, 2027 for all three tranches
• Optional redemption: 2030 Notes callable prior to April 11, 2030 at make-whole plus 15 basis points; 2034 Notes callable prior to February 11, 2034 at make-whole plus 20 basis points; 2039 Notes callable prior to February 11, 2039 at make-whole (spread not fully included in provided text)
• Joint bookrunners: Citigroup Global Markets Limited, Deutsche Bank AG London Branch, Goldman Sachs & Co. LLC, J.P. Morgan Securities plc; issuer intends to list notes on the Nasdaq Bond Exchange

• Total aggregate principal issued — €1,900,000,000 across three tranches (€600,000,000 + €700,000,000 + €600,000,000)
• 2030 Notes interest obligation — 3.500% per annum on €600,000,000, payable annually on May 11 beginning May 11, 2027; interest calculated on ACTUAL/ACTUAL (ICMA) basis
• 2034 Notes interest obligation — 4.000% per annum on €700,000,000, payable annually on May 11 beginning May 11, 2027; interest calculated on ACTUAL/ACTUAL (ICMA) basis
• 2039 Notes interest obligation — 4.500% per annum on €600,000,000, payable annually on May 11 beginning May 11, 2027; interest calculated on ACTUAL/ACTUAL (ICMA) basis
• 2030 Notes optional redemption (pre-Par Call Date) — Redeemable prior to April 11, 2030 at the greater of 100% of principal or present value of remaining payments discounted at Comparable Government Bond Rate plus 15 basis points, plus accrued interest; redeemable at 100% of principal on or after April 11, 2030
• 2034 Notes optional redemption (pre-Par Call Date) — Redeemable prior to February 11, 2034 at the greater of 100% of principal or present value of remaining payments discounted at Comparable Government Bond Rate plus 20 basis points, plus accrued interest; redeemable at 100% of principal on or after February 11, 2034
• 2039 Notes optional redemption (pre-Par Call Date) — Redeemable prior to February 11, 2039 at the greater of 100% of principal or present value of remaining payments discounted at Comparable Government Bond Rate plus 20 basis points, plus accrued interest; redeemable at 100% of principal on or after February 11, 2039
• Tax redemption — Each series may be redeemed in whole but not in part at 100% of principal plus accrued interest if the Company becomes obligated to pay additional amounts due to changes in U.S. tax law announced or effective on or after May 5, 2026; minimum 30 days and maximum 60 days notice required
• Limitation on Liens — Company and Restricted Subsidiaries may not incur Liens securing Indebtedness without ratably securing the Notes unless aggregate secured Indebtedness (excluding Permitted Liens) plus Attributable Debt from Sale/Leaseback Transactions does not exceed the greater of 20% of Consolidated Net Tangible Assets or $3B
• Limitation on Sale/Leaseback Transactions — Aggregate Attributable Debt from non-exempt Sale/Leaseback Transactions plus secured Indebtedness under the Liens basket may not exceed the greater of 20% of Consolidated Net Tangible Assets or $3B
• Issuer payment timing to paying agent — Issuer must deposit funds no later than 10:00 a.m. (London time) one Business Day prior to each payment due date