Booking Holdings INC. 8-K Filing

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Key Financial Figures

• $0.008 — Registered: Common Stock par value $0.008 per share BKNG The NASDAQ Global Se

Filing Documents

• tm2529813d4_8k.htm (8-K) — 77KB
• tm2529813d4_ex1-1.htm (EX-1.1) — 238KB
• tm2529813d4_ex4-1.htm (EX-4.1) — 56KB
• tm2529813d4_ex4-2.htm (EX-4.2) — 56KB
• tm2529813d4_ex4-3.htm (EX-4.3) — 44KB
• tm2529813d4_ex4-4.htm (EX-4.4) — 44KB
• tm2529813d4_ex4-5.htm (EX-4.5) — 429KB
• tm2529813d4_ex5-1.htm (EX-5.1) — 10KB
• tm2529813d4_ex5-1img001.jpg (GRAPHIC) — 9KB
• tm2529813d4_ex5-1img02.jpg (GRAPHIC) — 12KB
• 0001104659-25-108511.txt ( ) — 1478KB
• bkng-20251104.xsd (EX-101.SCH) — 7KB
• bkng-20251104_def.xml (EX-101.DEF) — 33KB
• bkng-20251104_lab.xml (EX-101.LAB) — 46KB
• bkng-20251104_pre.xml (EX-101.PRE) — 31KB
• tm2529813d4_8k_htm.xml (XML) — 23KB

01 Entry into a Material Definitive Agreement

Item 1.01 Entry into a Material Definitive Agreement. Senior Notes On November 7, 2025, Booking Holdings Inc. (the " Company ") executed two Officers' Certificates (the " Officers' Certificates "), in accordance with Sections 2.02 and 10.04 of the Indenture dated August 8, 2017 (the " Base Indenture " and, together with the Officers' Certificates, the " Indenture ") between the Company and U.S. Bank Trust Company, National Association (as successor in interest to U.S. Bank National Association), as trustee (the " Trustee ") and registrar, in connection with the sale of 750,000,000 aggregate principal amount of the Company's 3.000% Senior Notes due 2030 (the " 2030 Notes ") and 750,000,000 aggregate principal amount of the Company's 3.625% Senior Notes due 2035 (the " 2035 Notes " and, together with the 2030 Notes, the " Senior Notes "). The 2030 Notes will mature on November 7, 2030 and the 2035 Notes will mature on November 7, 2035, in each case unless earlier redeemed or repurchased. The Senior Notes are the Company's general senior unsecured obligations and rank equally with the Company's other senior unsecured obligations. Pursuant to an Agency Agreement dated as of November 7, 2025 (the " Agency Agreement ") relating to the Senior Notes, the Company has appointed U.S. Bank Europe DAC, UK Branch, to act as paying agent for the Senior Notes and U.S. Bank Trust Company, National Association to act as transfer agent for the Senior Notes. The Company will pay interest on the 2030 Notes at an annual rate of 3.000% payable on November 7 of each year, beginning on November 7, 2026. The Company will pay interest on the 2035 Notes at an annual rate of 3.625% payable on November 7 of each year, beginning on November 7, 2026. Prior to September 7, 2030, the date that is two months prior to the maturity date of the 2030 Notes (the " 2030 Notes Par Call Date "), the Company may redeem some or all of the 2030 Notes at a redemption price equal to the greater of the follo

03 Creation of a Direct Financial Obligation or an Obligation

Item 2.03 Creation of a Direct Financial Obligation or an Obligation Under an Off-Balance Sheet Arrangement of the Registrant. The information set forth under Item 1.01 of this Current Report on Form 8-K is incorporated by reference.

01 Other Events

Item 8.01 Other Events . Senior Notes Offering On November 4, 2025, the Company entered into an underwriting agreement (the " Underwriting Agreement ") with Citigroup Global Markets Limited, Deutsche Bank AG, London Branch, Goldman Sachs & Co. LLC, HSBC Bank plc and J.P. Morgan Securities plc, as representatives of the several underwriters named in Schedule II thereto (the " Underwriters "), pursuant to which the Company agreed to issue and sell to the Underwriters 1,500,000,000 aggregate principal amount of Senior Notes in a registered public offering (the " Offering "). The Offering was consummated pursuant to the Company's Registration Statement. The Underwriting Agreement is filed as Exhibit 1.1, and is incorporated by reference. The Opinion of Cravath, Swaine & Moore LLP with respect to the validity of the Senior Notes is filed as Exhibit 5.1, and is incorporated by reference. This Current Report on Form 8-K and the exhibits hereto are incorporated by reference into the Registration Statement.

01 Financial Statements and Exhibits

Item 9.01 Financial Statements and Exhibits . (d) Exhibits Exhibit Description 1.1* Underwriting Agreement, dated November 4, 2025, among Booking Holdings Inc., Citigroup Global Markets Limited, Deutsche Bank AG, London Branch, Goldman Sachs & Co. LLC, HSBC Bank plc and J.P. Morgan Securities plc, as representatives of the several underwriters named in Schedule II thereto. 4.1 Form of 3.000% Senior Note due 2030. 4.2 Form of 3.625% Senior Note due 2035. 4.3* Officers' Certificate, dated November 7, 2025, with respect to the 3.000% Senior Note due 2030 issued pursuant to the Base Indenture. 4.4* Officers' Certificate, dated November 7, 2025, with respect to the 3.625% Senior Note due 2035 issued pursuant to the Base Indenture. 4.5 Agency Agreement, dated as of November 7, 2025, by and between Booking Holdings Inc., as issuer, U.S. Bank Europe DAC, UK Branch, as paying agent, and U.S. Bank Trust Company, National Association, as transfer agent, registrar and trustee. 5.1 Opinion of Cravath, Swaine & Moore LLP, relating to the Senior Notes. 23.1 Consent of Cravath, Swaine & Moore LLP (included as part of Exhibit 5.1 to this Current Report). 104 Cover Page Interactive Data File - the cover page interactive data file does not appear in the Interactive Data File because its XBRL tags are embedded within the Inline XBRL document. *Schedules or similar attachments have been omitted pursuant to Item 601(a)(5) of Regulation S-K. The Company hereby undertakes to furnish copies of any of the omitted schedules or similar attachments upon request by the Securities and Exchange Commission.

SIGNATURES

SIGNATURES Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized. BOOKING HOLDINGS INC. By: /s/ Peter J. Millones Name: Peter J. Millones Title: Executive Vice President and General Counsel Date: November 7, 2025

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