Booking Holdings Inc. filed SEC Form 8-K: Entry into a Material Definitive Agreement, Creation of a Direct Financial Obligation, Other Events, Financial Statements and Exhibits
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CURRENT REPORT
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Item 1.01 Entry into a Material Definitive Agreement.
Senior Notes
On May 7, 2026, Booking Holdings Inc. (the “Company”) executed an Officers’ Certificate (the “Officers’ Certificate”), in accordance with Sections 2.02 and 10.04 of the Indenture dated August 8, 2017 (the “Base Indenture” and, together with the Officers’ Certificate, 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 5.375% Senior Notes due 2036 (the “Senior Notes”). The Senior Notes will mature on May 7, 2036, 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.
The Company will pay interest on the Senior Notes at a semi-annual rate of 5.375% payable on May 7 and November 7 of each year, beginning on November 7, 2026.
Prior to February 7, 2036, the date that is three months prior to the maturity date of the Senior Notes (the “Par Call Date”), the Company may redeem some or all of the Senior Notes at a redemption price equal to the greater of the following amounts plus, in each case, accrued and unpaid interest thereon, if any, to, but excluding, the redemption date: (1) 100% of the aggregate principal amount of the Senior Notes to be redeemed and (2) the sum of the present values of the remaining scheduled payments of principal and interest on the Senior Notes to be redeemed that would be due if such Senior Notes matured on the Par Call Date, not including any portion of the payments of interest accrued to the date of redemption, discounted to such redemption date on a semi-annual basis at the Treasury Rate (as defined in the Officers’ Certificate), plus 15 basis points. The Company may also redeem some or all of the Senior Notes on or after the Par Call Date at 100% of the principal amount of the Senior Notes, plus accrued and unpaid interest, if any, to, but excluding, the redemption date.
The Indenture contains customary events of default with respect to the Senior Notes, including failure to make required payments, failure to comply with certain agreements or covenants, acceleration of certain other indebtedness, and certain events of bankruptcy and insolvency. Events of default under the Indenture arising from certain events of bankruptcy or insolvency will automatically cause the acceleration of the amounts due under the Senior Notes. If any other event of default under the Indenture occurs and is continuing with respect to a series of Senior Notes, the Trustee or the holders of at least 25% in aggregate principal amount of the then outstanding Senior Notes of such series may declare the acceleration of the amounts due under the Senior Notes of such series.
The foregoing description of the Senior Notes is qualified in its entirety by reference to the full text of the Base Indenture, which was previously filed as Exhibit 4.4 to the Company’s shelf registration statement on Form S-3 (Registration File No. 333-273678) (the “Registration Statement”), the Form of Senior Note, which is filed as Exhibit 4.1, the Officers’ Certificate relating to the Senior Notes, which is filed as Exhibit 4.2, each of which is incorporated by reference.
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.
Item 8.01 Other Events.
Senior Notes Offering
On May 5, 2026, the Company entered into an underwriting agreement (the “Underwriting Agreement”) with Citigroup Global Markets Inc., Deutsche Bank Securities Inc., Goldman Sachs & Co. LLC and J.P. Morgan Securities LLC, 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 $750,000,000 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.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits
| Exhibit | Description | |
| 1.1* | Underwriting Agreement, dated May 5, 2026, among Booking Holdings Inc., Citigroup Global Markets Inc., Deutsche Bank Securities Inc., Goldman Sachs & Co. LLC and J.P. Morgan Securities LLC, as representatives of the several underwriters named in Schedule II thereto. | |
| 4.1 | Form of 5.375% Senior Note due 2036. | |
| 4.2* | Officers’ Certificate, dated May 7, 2026, with respect to the 5.375% Senior Note due 2036 issued pursuant to the Base Indenture. | |
| 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
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: May 7, 2026 | |||