Material Agreement (Form 8-K)

Item 1.01 Entry into a Material Definitive Agreement.

Senior Notes

On May 9, 2025, 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 €500,000,000 aggregate principal amount of the Company's 3.125% Senior Notes due 2031 (the "2031 Notes"), €750,000,000 aggregate principal amount of the Company's 4.125% Senior Notes due 2038 (the "2038 Notes"), and €500,000,000 aggregate principal amount of the Company's 4.500% Senior Notes due 2046 (the "2046 Notes" and, together with the 2031 Notes and the 2038 Notes, the "Senior Notes"). The 2031 Notes will mature on May 9, 2031, the 2038 Notes will mature on May 9, 2038, and the 2046 Notes will mature on May 9, 2046, 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 9, 2025 (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 2031 Notes at an annual rate of 3.125% payable on May 9 of each year, beginning on May 9, 2026. The Company will pay interest on the 2038 Notes at an annual rate of 4.125% payable on May 9 of each year, beginning on May 9, 2026. The Company will pay interest on the 2046 Notes at an annual rate of 4.500% payable on May 9 of each year, beginning on May 9, 2026.

Prior to March 9, 2031, the date that is two months prior to the maturity date of the 2031 Notes (the "2031 Notes Par Call Date"), the Company may redeem some or all of the 2031 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 2031 Notes to be redeemed and (2) the sum of the present values of the remaining scheduled payments of principal and interest on the 2031 Notes to be redeemed that would be due if such 2031 Notes matured on the 2031 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 2031 Notes), plus 20 basis points. The Company may also redeem some or all of the 2031 Notes on or after the 2031 Notes Par Call Date at 100% of the principal amount of the 2031 Notes, plus accrued and unpaid interest, if any, to, but excluding, the redemption date. In addition, the Company may redeem the 2031 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 9, 2038, the date that is three months prior to the maturity date of the 2038 Notes (the "2038 Notes Par Call Date"), the Company may redeem some or all of the 2038 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 2038 Notes to be redeemed and (2) the sum of the present values of the remaining scheduled payments of principal and interest on the 2038 Notes to be redeemed that would be due if such 2038 Notes matured on the 2038 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 2038 Notes), plus 25 basis points. The Company may also redeem some or all of the 2038 Notes on or after the 2038 Notes Par Call Date at 100% of the principal amount of the 2038 Notes, plus accrued and unpaid interest, if any, to, but excluding, the redemption date. In addition, the Company may redeem the 2038 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.