Booking Holdings Inc. 8-K

What Happened
Booking Holdings Inc. announced on May 11, 2026 that it completed a registered public offering of €1,900,000,000 aggregate principal amount of senior unsecured notes. The offering consists of €600 million of 3.500% Senior Notes due May 11, 2030, €700 million of 4.000% Senior Notes due May 11, 2034, and €600 million of 4.500% Senior Notes due May 11, 2039. The company executed Officers’ Certificates under its 2017 indenture and entered an Agency Agreement appointing U.S. Bank entities as paying agent, transfer agent and trustee. The underwriting agreement was dated May 5, 2026.

Key Details

• Total issued: €1,900,000,000 (€600M 2030 @ 3.50%; €700M 2034 @ 4.00%; €600M 2039 @ 4.50%).
• Interest: paid annually on May 11, beginning May 11, 2027.
• Redemption: Company may redeem prior to par-call dates (2030 par-call = Apr 11, 2030; 2034 & 2039 par-call = Feb 11 three months before maturity) at the greater of 100% or present value at a Comparable Government Bond Rate plus 15–20 bps; full redemption possible for certain U.S. tax events.
• Rank and defaults: Senior notes are general senior unsecured obligations, pari passu with other senior unsecured debt; indenture contains customary events of default (including nonpayment and bankruptcy/insolvency).
• Offering mechanics: Underwriting agreement with Citigroup, Deutsche Bank, Goldman Sachs and J.P. Morgan (reps) and legal opinion from Cravath filed as exhibits.

Why It Matters
This filing creates a new, long-dated €1.9B financial obligation for Booking Holdings that raises cash while locking in fixed borrowing costs through 2030–2039. The coupons (3.50%–4.50%) and staggered maturities affect the company’s interest expense profile and debt maturity schedule; because the notes are senior unsecured, they rank alongside the company’s other unsecured creditors rather than being secured by assets. Investors should note the additional leverage and the timing of interest payments (first paid May 11, 2027), plus the company’s redemption rights and standard default protections under the indenture.