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Booking Holdings (NASDAQ: BKNG) issues €1.9B euro senior notes due 2030–2039

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8-K

Rhea-AI Filing Summary

Booking Holdings Inc. created new long-term debt by issuing €1,900,000,000 of senior notes in a registered public offering. The company sold €600,000,000 of 3.500% Senior Notes due 2030, €700,000,000 of 4.000% Senior Notes due 2034, and €600,000,000 of 4.500% Senior Notes due 2039.

These notes are general senior unsecured obligations that rank equally with Booking’s other senior unsecured debt. The company may redeem each series early at specified premiums before its par call date and at par afterward, and the indenture includes customary events of default and acceleration provisions.

Positive

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Insights

Booking adds €1.9B of euro senior notes with staggered maturities.

Booking Holdings issued €1,900,000,000 of senior unsecured notes in three euro‑denominated tranches: 3.500% due 2030, 4.000% due 2034, and 4.500% due 2039. All rank equally with its existing senior unsecured obligations.

The structure staggers maturities over 2030–2039, which can help manage refinancing risk by avoiding a single large maturity wall. Fixed coupons lock in funding costs in euros, and early redemption features give the company flexibility to retire debt subject to make‑whole or par call terms.

The indenture’s events of default and acceleration rights, including automatic acceleration upon certain bankruptcy events and 25% holder acceleration for other defaults, align with standard investment‑grade bond documentation. Future disclosures in company filings may explain how this incremental debt fits into capital allocation and refinancing plans.

Item 1.01 Entry into a Material Definitive Agreement Business
The company signed a significant contract such as a merger agreement, credit facility, or major partnership.
Item 2.03 Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement Financial
The company incurred a new significant debt or off-balance-sheet obligation.
Item 8.01 Other Events Other
Voluntary disclosure of events the company deems important to shareholders but not covered by other items.
Item 9.01 Financial Statements and Exhibits Exhibits
Financial statements, pro forma financial information, and exhibit attachments filed with this report.
Total senior notes issued €1,900,000,000 aggregate principal amount Senior Notes Offering under underwriting agreement dated May 5, 2026
2030 Notes tranche €600,000,000 at 3.500% Senior Notes due May 11, 2030
2034 Notes tranche €700,000,000 at 4.000% Senior Notes due May 11, 2034
2039 Notes tranche €600,000,000 at 4.500% Senior Notes due May 11, 2039
Base Indenture date August 8, 2017 Indenture between Booking Holdings Inc. and U.S. Bank Trust Company
Registration file number 333-273678 Shelf registration statement used for the offering
Senior Notes financial
"aggregate principal amount of the Company’s 3.500% Senior Notes due 2030"
Senior notes are a type of loan that a company borrows from investors, promising to pay it back with interest. They are called "senior" because in case the company faces financial trouble, these lenders are paid back before others. This makes senior notes safer for investors compared to other types of loans or bonds.
Indenture regulatory
"Indenture dated August 8, 2017 between the Company and U.S. Bank Trust Company"
An indenture is a legal agreement between a company that borrows money by issuing bonds and the people who buy those bonds. It explains the rules the company must follow, like paying back the money and keeping certain financial promises. This document helps both sides understand their rights and responsibilities.
Comparable Government Bond Rate financial
"discounted to such redemption date on an annual basis at the Comparable Government Bond Rate"
Par Call Date financial
"the date that is one month prior to the maturity date of the 2030 Notes (the “2030 Notes Par Call Date”)"
The par call date is the specific time when a company can choose to pay back a bond or debt in full at its original value, known as the face amount or par value. It matters to investors because it indicates when the issuer might repay the debt early, potentially affecting investment plans or expected income. Think of it like a fixed date when a loan can be fully settled, giving investors clarity on when they might get their money back.
events of default regulatory
"The Indenture contains customary events of default with respect to the Senior Notes"
Events of default are specific breaches or failures listed in a loan, bond, or credit agreement that give lenders the right to act, such as demanding immediate repayment, raising interest rates, or taking secured assets. They matter to investors because triggering one is like setting off a financial alarm: it raises the chance of foreclosure, restructuring, or bankruptcy and can sharply reduce the value of a company’s stock or bonds and increase borrowing costs.
registered public offering regulatory
"aggregate principal amount of Senior Notes in a registered public offering (the “Offering”)"
A registered public offering is when a company files required documents with regulators to sell new shares or bonds to the general public, providing standardized financial and business information for transparency. For investors, it matters because it creates an opportunity to buy newly issued securities while often increasing market liquidity, but it can also dilute existing ownership and affect share price as supply and company funding needs change—think of a bakery baking extra loaves that can satisfy more customers but slightly reduces each owner's slice of the original batch.
Understanding 8-K Material Events →
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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

FORM 8-K

 

CURRENT REPORT

 

Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

 

Date of Report (Date of earliest event reported) May 5, 2026

 

Booking Holdings Inc.

(Exact name of registrant as specified in its charter)

 

Delaware   1-36691   06-1528493
(State or other Jurisdiction of
Incorporation)		   (Commission File Number)   (IRS Employer Identification No.)

 

800 Connecticut Avenue Norwalk Connecticut   06854
(Address of principal executive offices)   (zip code)

 

Registrant's telephone number, including area code: (203) 299-8000

 

N/A

(Former name or former address, if changed since last report)

 

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

 

¨ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

¨ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

¨ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

¨ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

 

Securities Registered Pursuant to Section 12(b) of the Act:

 

Title of Each Class:   Trading Symbol   Name of Each Exchange on which
Registered:
Common Stock par value $0.008 per share   BKNG   The NASDAQ Global Select Market
4.000% Senior Notes Due 2026   BKNG 26   The NASDAQ Stock Market LLC
1.800% Senior Notes Due 2027   BKNG 27   The NASDAQ Stock Market LLC
0.500% Senior Notes Due 2028   BKNG 28   The NASDAQ Stock Market LLC
3.625% Senior Notes Due 2028   BKNG 28A   The NASDAQ Stock Market LLC
4.250% Senior Notes Due 2029   BKNG 29   The NASDAQ Stock Market LLC
3.500% Senior Notes Due 2029   BKNG 29A   The NASDAQ Stock Market LLC
3.000% Senior Notes Due 2030   BKNG 30   The NASDAQ Stock Market LLC
3.125% Senior Notes Due 2031   BKNG 31A   The NASDAQ Stock Market LLC
4.500% Senior Notes Due 2031   BKNG 31   The NASDAQ Stock Market LLC
3.625% Senior Notes Due 2032   BKNG 32   The NASDAQ Stock Market LLC
3.250% Senior Notes Due 2032   BKNG 32A   The NASDAQ Stock Market LLC
4.125% Senior Notes Due 2033   BKNG 33   The NASDAQ Stock Market LLC
4.750% Senior Notes Due 2034   BKNG 34   The NASDAQ Stock Market LLC
3.625% Senior Notes Due 2035   BKNG 35   The NASDAQ Stock Market LLC
3.750% Senior Notes Due 2036   BKNG 36   The NASDAQ Stock Market LLC
3.750% Senior Notes Due 2037   BKNG 37   The NASDAQ Stock Market LLC
4.125% Senior Notes Due 2038   BKNG 38   The NASDAQ Stock Market LLC
4.000% Senior Notes Due 2044   BKNG 44   The NASDAQ Stock Market LLC
3.875% Senior Notes Due 2045   BKNG 45   The NASDAQ Stock Market LLC
4.500% Senior Notes Due 2046   BKNG 46   The NASDAQ Stock Market LLC

 

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

 

Emerging growth company ¨

 

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ¨

 

 

 

 

 

 

Item 1.01 Entry into a Material Definitive Agreement.

 

Senior Notes

 

On May 11, 2026, Booking Holdings Inc. (the “Company”) executed three 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 €600,000,000 aggregate principal amount of the Company’s 3.500% Senior Notes due 2030 (the “2030 Notes”), €700,000,000 aggregate principal amount of the Company’s 4.000% Senior Notes due 2034 (the “2034 Notes”), and €600,000,000 aggregate principal amount of the Company’s 4.500% Senior Notes due 2039 (the “2039 Notes” and, together with the 2030 Notes and the 2034 Notes, the “Senior Notes”). The 2030 Notes will mature on May 11, 2030, the 2034 Notes will mature on May 11, 2034, and the 2039 Notes will mature on May 11, 2039, 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 May 11, 2026 (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 3.500% payable on May 11 of each year, beginning on May 11, 2027. The Company will pay interest on the 2034 Notes at an annual rate of 4.000% payable on May 11 of each year, beginning on May 11, 2027. The Company will pay interest on the 2039 Notes at an annual rate of 4.500% payable on May 11 of each year, beginning on May 11, 2027.

 

Prior to April 11, 2030, the date that is one month 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 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 2030 Notes to be redeemed and (2) the sum of the present values of the remaining scheduled payments of principal and interest on the 2030 Notes to be redeemed that would be due if such 2030 Notes matured on the 2030 Notes Par Call Date, not including any portion of the payments of interest accrued to the date of redemption, discounted to such redemption date on an annual basis at the Comparable Government Bond Rate (as defined in the Officers’ Certificate relating to the 2030 Notes), plus 15 basis points. The Company may also redeem some or all of the 2030 Notes on or after the 2030 Notes Par Call Date at 100% of the principal amount of the 2030 Notes, plus accrued and unpaid interest, if any, to, but excluding, the redemption date. In addition, the Company may redeem the 2030 Notes in whole but not in part, at any time at the Company’s option, in the event of certain developments affecting U.S. taxation.

 

 

 

 

Prior to February 11, 2034, the date that is three months prior to the maturity date of the 2034 Notes (the “2034 Notes Par Call Date”), the Company may redeem some or all of the 2034 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 2034 Notes to be redeemed and (2) the sum of the present values of the remaining scheduled payments of principal and interest on the 2034 Notes to be redeemed that would be due if such 2034 Notes matured on the 2034 Notes Par Call Date, not including any portion of the payments of interest accrued to the date of redemption, discounted to such redemption date on an annual basis at the Comparable Government Bond Rate (as defined in the Officers’ Certificate relating to the 2034 Notes), plus 20 basis points. The Company may also redeem some or all of the 2034 Notes on or after the 2034 Notes Par Call Date at 100% of the principal amount of the 2034 Notes, plus accrued and unpaid interest, if any, to, but excluding, the redemption date. In addition, the Company may redeem the 2034 Notes in whole but not in part, at any time at the Company’s option, in the event of certain developments affecting U.S. taxation.

 

Prior to February 11, 2039, the date that is three months prior to the maturity date of the 2039 Notes (the “2039 Notes Par Call Date”), the Company may redeem some or all of the 2039 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 2039 Notes to be redeemed and (2) the sum of the present values of the remaining scheduled payments of principal and interest on the 2039 Notes to be redeemed that would be due if such 2039 Notes matured on the 2039 Notes Par Call Date, not including any portion of the payments of interest accrued to the date of redemption, discounted to such redemption date on an annual basis at the Comparable Government Bond Rate (as defined in the Officers’ Certificate relating to the 2039 Notes), plus 20 basis points. The Company may also redeem some or all of the 2039 Notes on or after the 2039 Notes Par Call Date at 100% of the principal amount of the 2039 Notes, plus accrued and unpaid interest, if any, to, but excluding, the redemption date. In addition, the Company may redeem the 2039 Notes in whole but not in part, at any time at the Company’s option, in the event of certain developments affecting U.S. taxation.

 

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 2030 Note, which is filed as Exhibit 4.1, the Form of 2034 Note, which is filed as Exhibit 4.2, the Form of 2039 Note, which is filed as Exhibit 4.3, the Officers’ Certificate relating to the 2030 Notes, which is filed as Exhibit 4.4, the Officers’ Certificate relating to the 2034 Notes, which is filed as Exhibit 4.5, the Officers’ Certificate relating to the 2039 Notes, which is filed as Exhibit 4.6, and the Agency Agreement, which is filed as Exhibit 4.7, 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 Limited, Deutsche Bank AG, London Branch, Goldman Sachs & Co. LLC 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 €1,900,000,000 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 Limited, Deutsche Bank AG, London Branch, Goldman Sachs & Co. LLC and J.P. Morgan Securities plc, as representatives of the several underwriters named in Schedule II thereto.
4.1   Form of 3.500% Senior Note due 2030.
4.2   Form of 4.000% Senior Note due 2034.
4.3   Form of 4.500% Senior Note due 2039.
4.4*   Officers’ Certificate, dated May 11, 2026, with respect to the 3.500% Senior Note due 2030 issued pursuant to the Base Indenture.
4.5*   Officers’ Certificate, dated May 11, 2026, with respect to the 4.000% Senior Note due 2034 issued pursuant to the Base Indenture.
4.6*   Officers’ Certificate, dated May 11, 2026, with respect to the 4.500% Senior Note due 2039 issued pursuant to the Base Indenture.
4.7   Agency Agreement, dated as of May 11, 2026, 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

 

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 11, 2026      

 

 

 

Source: View Original Filing on SEC EDGAR

FAQ

What did Booking Holdings Inc. (BKNG) announce in this 8-K filing?

Booking Holdings Inc. disclosed it issued €1.9 billion of senior unsecured notes in a registered public offering, split into three euro tranches maturing in 2030, 2034, and 2039, under its existing shelf registration statement and base indenture.

How much debt did Booking Holdings (BKNG) raise and in what tranches?

Booking Holdings raised €1,900,000,000 in senior notes: €600,000,000 of 3.500% notes due 2030, €700,000,000 of 4.000% notes due 2034, and €600,000,000 of 4.500% notes due 2039, all issued in a single underwritten public offering.

What are the interest rates and maturity dates of Booking’s new senior notes?

The 2030 notes carry a 3.500% annual coupon and mature on May 11, 2030. The 2034 notes pay 4.000% and mature May 11, 2034, while the 2039 notes pay 4.500% and mature May 11, 2039, unless earlier redeemed or repurchased.

Are Booking Holdings’ new senior notes secured or unsecured obligations?

The new 2030, 2034, and 2039 notes are general senior unsecured obligations of Booking Holdings. They rank equally with the company’s other senior unsecured debt, meaning they are not backed by specific collateral but share the same payment priority as existing senior notes.

Can Booking Holdings redeem the new senior notes before maturity?

Yes. Each series may be redeemed before its par call date at the greater of par or a make‑whole amount based on the Comparable Government Bond Rate plus a small spread, and at 100% of principal plus accrued interest on or after the respective par call dates.

Which banks underwrote Booking Holdings’ €1.9 billion senior notes offering?

Citigroup Global Markets Limited, Deutsche Bank AG London Branch, Goldman Sachs & Co. LLC, and J.P. Morgan Securities plc acted as joint book‑running managers and representatives of the several underwriters under an underwriting agreement dated May 5, 2026, covering the entire €1.9 billion issuance.

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