BKNG — 8-K Filing

Item 1.01 — Entry into a Material Definitive Agreement

A new material agreement was signed — financing facility, partnership, license, or major contract.

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.

Item 2.03 — Creation of a Direct Financial Obligation

A new debt obligation was incurred — credit facility, convertible note, term loan, or guarantee.

or an Obligation Under an Off-Balance Sheet Arrangement of the Registrant. The information set forth under

Item 8.01 — Other Events

A material event not falling under any other 8-K item.

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.

Item 9.01 — Financial Statements and Exhibits

Press releases, exhibits, and supporting documents attached to this filing.