Booking Holdings Inc. 8-K

What Happened

• Booking Holdings Inc. announced a registered public offering and issuance of $750,000,000 aggregate principal amount of 5.375% Senior Notes due May 7, 2036. The company executed an Underwriting Agreement on May 5, 2026 and an Officers’ Certificate under the Indenture on May 7, 2026 to effect the offering.

Key Details

• Amount and coupon: $750,000,000 principal; 5.375% interest, paid semi‑annually on May 7 and November 7, beginning November 7, 2026.
• Maturity and ranking: Matures May 7, 2036; general senior unsecured obligations ranking equally with Booking’s other senior unsecured debt.
• Redemption terms: Callable prior to the Par Call Date (Feb 7, 2036) at the greater of 100% of principal or the present value of remaining scheduled payments discounted at the Treasury Rate plus 15 basis points; callable at 100% on or after the Par Call Date, plus accrued interest.
• Defaults and acceleration: Indenture contains customary events of default (missed payments, covenant breaches, bankruptcy/insolvency). Bankruptcy/insolvency events automatically accelerate; other defaults can be accelerated by the trustee or holders of at least 25% of the outstanding notes.
• Underwriters & documentation: Offering underwritten by Citigroup, Deutsche Bank, Goldman Sachs, J.P. Morgan (and others); offering consummated under the company’s registration statement.

Why It Matters

• This filing documents a new $750M long‑term debt issuance that increases Booking’s interest obligations and long‑term liabilities. Because the notes are senior unsecured and rank equally with other senior unsecured debt, they affect the company’s overall leverage and credit profile without adding collateral. Investors should note the fixed 5.375% coupon (cash interest cost) and the 2036 maturity when assessing future interest expense, debt maturity schedule, and credit metrics.