BKNG / Booking Holdings Inc. - Pemfailan SEC, Laporan Tahunan, Penyata Proksi

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended June 30, 2025 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number: 1-36691 Booking Hold

Booking Holdings Reports Second Quarter 2025 Financial Results NORWALK, CT - July 29, 2025…Booking Holdings Inc. (NASDAQ: BKNG) (the “Company,” “we,” “our,” or “us”) today reported its second quarter 2025 financial results. ● Room nights grew 8% comp

Booking Holdings Reports Second Quarter 2025 Financial Results NORWALK, CT - July 29, 2025…Booking Holdings Inc.

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) July 29, 2025 Booking Holdings Inc

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) July 29, 2025 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 N

Submission of Matters to a Vote of Security Holders

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) June 3, 2025 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 Nu

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-A FOR REGISTRATION OF CERTAIN CLASSES OF SECURITIES PURSUANT TO SECTION 12(b) OR 12(g) OF THE SECURITIES EXCHANGE ACT OF 1934 Booking Holdings Inc. (Exact Name of Registra

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-A FOR REGISTRATION OF CERTAIN CLASSES OF SECURITIES PURSUANT TO SECTION 12(b) OR 12(g) OF THE SECURITIES EXCHANGE ACT OF 1934 Booking Holdings Inc. (Exact Name of Registrant as Specified in its Charter) Delaware 06-1528493 (State of Incorporation or Organization) (I.R.S. Employer Identification No.) 800 Connecticut Aven

2.6 Officers’ Certificate, dated May 9, 2025, with respect to the 4.125% Senior Notes due 2038 issued pursuant to the Base Indenture (incorporated by reference to Exhibit 4.5 to our Current Report on Form 8-K filed with the Commission on May 9, 2025).

Exhibit 4.5 Execution Version BOOKING HOLDINGS INC. OFFICERS’ CERTIFICATE PURSUANT TO SECTIONS 2.02 AND 10.04 OF THE INDENTURE May 9, 2025 Ewout L. Steenbergen and Peter J. Millones do hereby certify that they are the Executive Vice President and Chief Financial Officer, and the Executive Vice President and General Counsel, respectively, of Booking Holdings Inc., a Delaware corporation (the “Compa

Agency Agreement, dated as of May 9, 2025, 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.

Exhibit 4.7 EXECUTION VERSION DATED MAY 9, 2025 ISSUER BOOKING HOLDINGS INC. PAYING AGENT U.S. Bank Europe DAC, UK BRANCH TRANSFER AGENT U.S. BANK TRUST COMPANY, NATIONAL ASSOCIATION REGISTRAR U.S. BANK TRUST COMPANY, NATIONAL ASSOCIATION - AND - TRUSTEE U.S. BANK TRUST COMPANY, NATIONAL ASSOCIATION AGENCY AGREEMENT relating to Notes issued under a base Indenture as supplemented by Officers’ Certi

Underwriting Agreement, dated May 6, 2025, among Booking Holdings Inc. and Banco Santander, S.A., BNP PARIBAS, Deutsche Bank AG, London Branch, Goldman Sachs & Co. LLC, and Merrill Lynch International, as representatives of the several underwriters named in Schedule II thereto.

Exhibit 1.1 Execution Version BOOKING HOLDINGS INC. €500,000,000 3.125% Senior Notes due 2031 €750,000,000 4.125% Senior Notes due 2038 €500,000,000 4.500% Senior Notes due 2046 Underwriting Agreement New York, New York May 6, 2025 Banco Santander, S.A. BNP PARIBAS Deutsche Bank AG, London Branch Goldman Sachs & Co. LLC Merrill Lynch International as representatives of the several underwriters nam

2.3 Form of the Registrant’s 4.500% Senior Note Due 2046 (incorporated by reference to Exhibit 4.3 to our Current Report on Form 8-K filed with the Commission on May 9, 2025).

Exhibit 4.3 Execution Version [FACE OF NOTE] UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF EUROCLEAR BANK S.A./N.V. (“EUROCLEAR”), OR CLEARSTREAM BANKING, S.A. (“CLEARSTREAM”), TO THE COMPANY OR ITS AGENT FOR REGISTRATION OF TRANSFER, EXCHANGE OR PAYMENT, AND ANY CERTIFICATE ISSUED IS REGISTERED IN THE NAME OF ITS AUTHORIZED NOMINEE, OR SUCH OTHER NAME AS IS REQUESTED BY

2.5 Officers’ Certificate, dated May 9, 2025, with respect to the 3.125% Senior Notes due 2031 issued pursuant to the Base Indenture (incorporated by reference to Exhibit 4.4 to our Current Report on Form 8-K filed with the Commission on May 9, 2025).

Exhibit 4.4 Execution Version BOOKING HOLDINGS INC. OFFICERS’ CERTIFICATE PURSUANT TO SECTIONS 2.02 AND 10.04 OF THE INDENTURE May 9, 2025 Ewout L. Steenbergen and Peter J. Millones do hereby certify that they are the Executive Vice President and Chief Financial Officer, and the Executive Vice President and General Counsel, respectively, of Booking Holdings Inc., a Delaware corporation (the “Compa

2.7 Officers’ Certificate, dated May 9, 2025, with respect to the 4.500% Senior Notes due 2046 issued pursuant to the Base Indenture (incorporated by reference to Exhibit 4.6 to our Current Report on Form 8-K filed with the Commission on May 9, 2025).

Exhibit 4.6 Execution Version BOOKING HOLDINGS INC. OFFICERS’ CERTIFICATE PURSUANT TO SECTIONS 2.02 AND 10.04 OF THE INDENTURE May 9, 2025 Ewout L. Steenbergen and Peter J. Millones do hereby certify that they are the Executive Vice President and Chief Financial Officer, and the Executive Vice President and General Counsel, respectively, of Booking Holdings Inc., a Delaware corporation (the “Compa

2.1 Form of the Registrant’s 3.125% Senior Note Due 2031 (incorporated by reference to Exhibit 4.1 to our Current Report on Form 8-K filed with the Commission on May 9, 2025).

Exhibit 4.1 Execution Version [FACE OF NOTE] UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF EUROCLEAR BANK S.A./N.V. (“EUROCLEAR”), OR CLEARSTREAM BANKING, S.A. (“CLEARSTREAM”), TO THE COMPANY OR ITS AGENT FOR REGISTRATION OF TRANSFER, EXCHANGE OR PAYMENT, AND ANY CERTIFICATE ISSUED IS REGISTERED IN THE NAME OF ITS AUTHORIZED NOMINEE, OR SUCH OTHER NAME AS IS REQUESTED BY

2.2 Form of the Registrant’s 4.125% Senior Note Due 2038 (incorporated by reference to Exhibit 4.2 to our Current Report on Form 8-K filed with the Commission on May 9, 2025).

Exhibit 4.2 Execution Version [FACE OF NOTE] UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF EUROCLEAR BANK S.A./N.V. (“EUROCLEAR”), OR CLEARSTREAM BANKING, S.A. (“CLEARSTREAM”), TO THE COMPANY OR ITS AGENT FOR REGISTRATION OF TRANSFER, EXCHANGE OR PAYMENT, AND ANY CERTIFICATE ISSUED IS REGISTERED IN THE NAME OF ITS AUTHORIZED NOMINEE, OR SUCH OTHER NAME AS IS REQUESTED BY

Entry into a Material Definitive Agreement, Financial Statements and Exhibits, Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant, Other Events

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 6, 2025 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 Num

Table 1: Newly Registered and Carry Forward Securities

Calculation of Filing Fee Tables S-3 Booking Holdings Inc. Table 1: Newly Registered and Carry Forward Securities Security Type Security Class Title Fee Calculation or Carry Forward Rule Amount Registered Proposed Maximum Offering Price Per Unit Maximum Aggregate Offering Price Fee Rate Amount of Registration Fee Carry Forward Form Type Carry Forward File Number Carry Forward Initial Effective Dat

€1,750,000,000 Booking Holdings Inc. €500,000,000 3.125% Senior Notes due 2031 €750,000,000 4.125% Senior Notes due 2038 €500,000,000 4.500% Senior Notes due 2046

TABLE OF CONTENTS  Filed Pursuant to Rule 424(b)2  Registration Statement No. 333-273678 Prospectus Supplement (To Prospectus dated August 4, 2023) €1,750,000,000 Booking Holdings Inc. €500,000,000 3.125% Senior Notes due 2031 €750,000,000 4.125% Senior Notes due 2038 €500,000,000 4.500% Senior Notes due 2046 We are offering €500,000,000 aggregate principal amount of our 3.125% Senior Notes due 20

BOOKING HOLDINGS INC.

Filed Pursuant to Rule 433 Registration Statement No. 333-273678 May 6, 2025 PRICING TERM SHEET Dated May 6, 2025 BOOKING HOLDINGS INC. The information in this pricing term sheet supplements Booking Holdings Inc.’s preliminary prospectus supplement, dated May 6, 2025 (the “Preliminary Prospectus Supplement”), and supersedes the information in the Preliminary Prospectus Supplement to the extent inc

Subject to Completion, dated May 6, 2025

TABLE OF CONTENTS The information in this preliminary prospectus supplement is not complete and may be changed.

Booking Holdings Reports First Quarter 2025 Financial Results NORWALK, CT - April 29, 2025…Booking Holdings Inc. (NASDAQ: BKNG) (the “Company,” “we,” “our,” or “us”) today reported its first quarter 2025 financial results. ● Room nights grew 7% compa

Booking Holdings Reports First Quarter 2025 Financial Results NORWALK, CT - April 29, 2025…Booking Holdings Inc.

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended March 31, 2025 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number: 1-36691 Booking Hol

Financial Statements and Exhibits, Results of Operations and Financial Condition

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) April 29, 2025 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

SUPERVISORY BOARD AGREEMENT

SUPERVISORY BOARD AGREEMENT THIS AGREEMENT IS DATED 24th FEBRUARY 2025 AND MADE BETWEEN: (1)Booking.

NOTICE OF ANNUAL MEETING OF STOCKHOLDERS PROXY SUMMARY AUDIT MATTERS STOCKHOLDER PROPOSALS OTHER MATTERS APPENDICES

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 SCHEDULE 14A PROXY STATEMENT PURSUANT TO SECTION 14(a) OF THE SECURITIES EXCHANGE ACT OF 1934 (Amendment No.

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 SCHEDULE 14A PROXY STATEMENT PURSUANT TO SECTION 14(a) OF THE SECURITIES EXCHANGE ACT OF 1934 (Amendment No. )

DEFA14A 1 bkng013642-defa14a.htm DEFINITIVE ADDITIONAL PROXY SOLICITING MATERIALS UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 SCHEDULE 14A PROXY STATEMENT PURSUANT TO SECTION 14(a) OF THE SECURITIES EXCHANGE ACT OF 1934 (Amendment No. ) Filed by the Registrant Filed by a Party other than the Registrant Check the appropriate box: Preliminary Proxy Statement Confidential, f

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers

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) April 17, 2025 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

DESCRIPTION OF THE REGISTRANT’S SECURITIES REGISTERED PURSUANT TO SECTION 12 OF THE SECURITIES EXCHANGE ACT OF 1934 Description of the 3.875% Senior Notes due 2045

Exhibit 4.67 DESCRIPTION OF THE REGISTRANT’S SECURITIES REGISTERED PURSUANT TO SECTION 12 OF THE SECURITIES EXCHANGE ACT OF 1934 Description of the 3.875% Senior Notes due 2045 The following description of our 3.875% Senior Notes due 2045 (the “notes”) is a summary and does not purport to be complete. It is subject to and qualified in its entirety by reference to the indenture, dated as of August

DESCRIPTION OF THE REGISTRANT’S SECURITIES REGISTERED PURSUANT TO SECTION 12 OF THE SECURITIES EXCHANGE ACT OF 1934 Description of the 3.625% Senior Notes due 2032

Exhibit 4.62 DESCRIPTION OF THE REGISTRANT’S SECURITIES REGISTERED PURSUANT TO SECTION 12 OF THE SECURITIES EXCHANGE ACT OF 1934 Description of the 3.625% Senior Notes due 2032 The following description of our 3.625% Senior Notes due 2032 (the “notes”) is a summary and does not purport to be complete. It is subject to and qualified in its entirety by reference to the indenture, dated as of August

DESCRIPTION OF THE REGISTRANT’S SECURITIES REGISTERED PURSUANT TO SECTION 12 OF THE SECURITIES EXCHANGE ACT OF 1934 Description of the 3.500% Senior Notes due 2029

Exhibit 4.61 DESCRIPTION OF THE REGISTRANT’S SECURITIES REGISTERED PURSUANT TO SECTION 12 OF THE SECURITIES EXCHANGE ACT OF 1934 Description of the 3.500% Senior Notes due 2029 The following description of our 3.500% Senior Notes due 2029 (the “notes”) is a summary and does not purport to be complete. It is subject to and qualified in its entirety by reference to the indenture, dated as of August

DESCRIPTION OF THE REGISTRANT’S SECURITIES REGISTERED PURSUANT TO SECTION 12 OF THE SECURITIES EXCHANGE ACT OF 1934 Description of the 4.000% Senior Notes due 2044

Exhibit 4.64 DESCRIPTION OF THE REGISTRANT’S SECURITIES REGISTERED PURSUANT TO SECTION 12 OF THE SECURITIES EXCHANGE ACT OF 1934 Description of the 4.000% Senior Notes due 2044 The following description of our 4.000% Senior Notes due 2044 (the “notes”) is a summary and does not purport to be complete. It is subject to and qualified in its entirety by reference to the indenture, dated as of August

LIST OF SUBSIDIARIES AS OF DECEMBER 31, 2024* Name Jurisdiction of Incorporation Percent Ownership Agoda Company Pte. Ltd. Singapore 100% Booking.com B.V. The Netherlands 100% Booking.com Holding B.V. The Netherlands 100% KAYAK Software Corporation D

Exhibit 21 LIST OF SUBSIDIARIES AS OF DECEMBER 31, 2024* Name Jurisdiction of Incorporation Percent Ownership Agoda Company Pte.

DESCRIPTION OF THE REGISTRANT’S SECURITIES REGISTERED PURSUANT TO SECTION 12 OF THE SECURITIES EXCHANGE ACT OF 1934 Description of the 3.250% Senior Notes due 2032

Exhibit 4.65 DESCRIPTION OF THE REGISTRANT’S SECURITIES REGISTERED PURSUANT TO SECTION 12 OF THE SECURITIES EXCHANGE ACT OF 1934 Description of the 3.250% Senior Notes due 2032 The following description of our 3.250% Senior Notes due 2032 (the “notes”) is a summary and does not purport to be complete. It is subject to and qualified in its entirety by reference to the indenture, dated as of August

DESCRIPTION OF THE REGISTRANT’S SECURITIES REGISTERED PURSUANT TO SECTION 12 OF THE SECURITIES EXCHANGE ACT OF 1934 Description of the 3.750% Senior Notes due 2036

Exhibit 4.63 DESCRIPTION OF THE REGISTRANT’S SECURITIES REGISTERED PURSUANT TO SECTION 12 OF THE SECURITIES EXCHANGE ACT OF 1934 Description of the 3.750% Senior Notes due 2036 The following description of our 3.750% Senior Notes due 2036 (the “notes”) is a summary and does not purport to be complete. It is subject to and qualified in its entirety by reference to the indenture, dated as of August

Booking Holdings Reports Fourth Quarter 2024 Financial Results NORWALK, CT - February 20, 2025…Booking Holdings Inc. (NASDAQ: BKNG) (the “Company,” “we,” “our,” or “us”) today reported its fourth quarter and full year 2024 financial results. Fourth Q

bnkgq42024earningspressr Booking Holdings Reports Fourth Quarter 2024 Financial Results NORWALK, CT - February 20, 2025…Booking Holdings Inc.

Financial Statements and Exhibits, Results of Operations and Financial Condition

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) February 20, 2025 Booking Holdings Inc. (Exact name of registrant as specified in its charter) Delaware 1-36691 06-1528493 (State or other Jurisdiction of Incorporation) (Commission Fi

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K ☒ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended: December 31, 2024 ☐ TRANSITION REPORT PURSUANT TO SECT

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K ☒ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended: December 31, 2024 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File No.: 1-36691 Booking Holdings Inc. (Exact

DESCRIPTION OF THE REGISTRANT’S SECURITIES REGISTERED PURSUANT TO SECTION 12 OF THE SECURITIES EXCHANGE ACT OF 1934 Description of the 3.750% Senior Notes due 2037

Exhibit 4.66 DESCRIPTION OF THE REGISTRANT’S SECURITIES REGISTERED PURSUANT TO SECTION 12 OF THE SECURITIES EXCHANGE ACT OF 1934 Description of the 3.750% Senior Notes due 2037 The following description of our 3.750% Senior Notes due 2037 (the “notes”) is a summary and does not purport to be complete. It is subject to and qualified in its entirety by reference to the indenture, dated as of August

Preclearance Individuals

QUICK FAQs Who does the Insider Trading Policy apply to? All employees, contractors, and their Immediate Family Members (spouse, minor children, and anyone sharing the same household).

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers, Financial Statements and Exhibits

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) December 18, 2024 Booking Holdings Inc. (Exact name of registrant as specified in its charter) Delaware 1-36691 06-1528493 (State or other Jurisdiction of Incorporation) (Commission Fi

Mr. David I. Goulden

EXHIBIT 99.1 December 18, 2024 Mr. David I. Goulden c/o Booking Holdings Inc. 800 Connecticut Avenue Norwalk, CT 06854 Dear David: This letter agreement sets forth the terms and conditions of your “Additional Period,” pursuant to Section 1(3) of the letter agreement between you and Booking Holdings Inc. (including all predecessors and successors, including The Priceline Group Inc., the “Company”),

Costs Associated with Exit or Disposal Activities

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K/A CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported) November 8, 2024 Booking Holdings Inc. (Exact name of registrant as specified in its charter) Delaware 1-36691 06-1528493 (State or other Jurisdiction of Incorporation) (Commission F

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-A FOR REGISTRATION OF CERTAIN CLASSES OF SECURITIES PURSUANT TO SECTION 12(b) OR 12(g) OF THE SECURITIES EXCHANGE ACT OF 1934 Booking Holdings Inc. (Exact Name of Registra

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-A FOR REGISTRATION OF CERTAIN CLASSES OF SECURITIES PURSUANT TO SECTION 12(b) OR 12(g) OF THE SECURITIES EXCHANGE ACT OF 1934 Booking Holdings Inc. (Exact Name of Registrant as Specified in its Charter) Delaware 06-1528493 (State of Incorporation or Organization) (I.R.S. Employer Identification No.) 800 Connecticut Aven

2.6 Officers’ Certificate, dated November 21, 2024, with respect to the 3.750% Senior Notes due 2037 issued pursuant to the Base Indenture (incorporated by reference to Exhibit 4.5 to our Current Report on Form 8-K filed with the Commission on November 21, 2024).

Exhibit 4.5 Execution Version BOOKING HOLDINGS INC. OFFICERS’ CERTIFICATE PURSUANT TO SECTIONS 2.02 AND 10.04 OF THE INDENTURE November 21, 2024 Ewout Steenbergen and Peter J. Millones do hereby certify that they are the Executive Vice President and Chief Financial Officer, and the Executive Vice President and General Counsel, respectively, of Booking Holdings Inc., a Delaware corporation (the “Co

2.3 Form of the Registrant’s 3.875% Senior Note Due 2045 (incorporated by reference to Exhibit 4.3 to our Current Report on Form 8-K filed with the Commission on November 21, 2024).

Exhibit 4.3 [FACE OF NOTE] UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF EUROCLEAR BANK S.A./N.V. (“EUROCLEAR”), OR CLEARSTREAM BANKING, S.A. (“CLEARSTREAM”), TO THE COMPANY OR ITS AGENT FOR REGISTRATION OF TRANSFER, EXCHANGE OR PAYMENT, AND ANY CERTIFICATE ISSUED IS REGISTERED IN THE NAME OF ITS AUTHORIZED NOMINEE, OR SUCH OTHER NAME AS IS REQUESTED BY AN AUTHORIZED REPR

2.1 Form of the Registrant’s 3.250% Senior Note Due 2032 (incorporated by reference to Exhibit 4.1 to our Current Report on Form 8-K filed with the Commission on November 21, 2024).

Exhibit 4.1 [FACE OF NOTE] UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF EUROCLEAR BANK S.A./N.V. (“EUROCLEAR”), OR CLEARSTREAM BANKING, S.A. (“CLEARSTREAM”), TO THE COMPANY OR ITS AGENT FOR REGISTRATION OF TRANSFER, EXCHANGE OR PAYMENT, AND ANY CERTIFICATE ISSUED IS REGISTERED IN THE NAME OF ITS AUTHORIZED NOMINEE, OR SUCH OTHER NAME AS IS REQUESTED BY AN AUTHORIZED REPR

Entry into a Material Definitive Agreement, Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant, Other Events, Financial Statements and Exhibits

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) November 18, 2024 Booking Holdings Inc. (Exact name of registrant as specified in its charter) Delaware 1-36691 06-1528493 (State or other Jurisdiction of Incorporation) (Commission Fi

2.2 Form of the Registrant’s 3.750% Senior Note Due 2037 (incorporated by reference to Exhibit 4.2 to our Current Report on Form 8-K filed with the Commission on November 21, 2024).

Exhibit 4.2 [FACE OF NOTE] UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF EUROCLEAR BANK S.A./N.V. (“EUROCLEAR”), OR CLEARSTREAM BANKING, S.A. (“CLEARSTREAM”), TO THE COMPANY OR ITS AGENT FOR REGISTRATION OF TRANSFER, EXCHANGE OR PAYMENT, AND ANY CERTIFICATE ISSUED IS REGISTERED IN THE NAME OF ITS AUTHORIZED NOMINEE, OR SUCH OTHER NAME AS IS REQUESTED BY AN AUTHORIZED REPR

Agency Agreement, dated as of November 21, 2024, 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.

Exhibit 4.7 DATED NOVEMBER 21, 2024 ISSUER BOOKING HOLDINGS INC. PAYING AGENT U.S. Bank Europe DAC, UK BRANCH TRANSFER AGENT U.S. BANK TRUST COMPANY, NATIONAL ASSOCIATION REGISTRAR U.S. BANK TRUST COMPANY, NATIONAL ASSOCIATION - AND - TRUSTEE U.S. BANK TRUST COMPANY, NATIONAL ASSOCIATION AGENCY AGREEMENT relating to Notes issued under a base Indenture as supplemented by Officers’ Certificates rela

Underwriting Agreement, dated November 18, 2024, among Booking Holdings Inc. and Citigroup Global Markets Limited, Deutsche Bank AG, London Branch, HSBC Bank plc, and J.P. Morgan Securities plc, as representatives of the several underwriters named in Schedule II thereto.

Exhibit 1.1 Execution Version BOOKING HOLDINGS INC. €600,000,000 3.250% Senior Notes due 2032 €500,000,000 3.750% Senior Notes due 2037 €700,000,000 3.875% Senior Notes due 2045 Underwriting Agreement New York, New York November 18, 2024 Citigroup Global Markets Limited Deutsche Bank AG, London Branch HSBC Bank plc J.P. Morgan Securities plc as representatives of the several underwriters named in

2.5 Officers’ Certificate, dated November 21, 2024, with respect to the 3.250% Senior Notes due 2032 issued pursuant to the Base Indenture (incorporated by reference to Exhibit 4.4 to our Current Report on Form 8-K filed with the Commission on November 21, 2024).

Exhibit 4.4 Execution Version BOOKING HOLDINGS INC. OFFICERS’ CERTIFICATE PURSUANT TO SECTIONS 2.02 AND 10.04 OF THE INDENTURE November 21, 2024 Ewout Steenbergen and Peter J. Millones do hereby certify that they are the Executive Vice President and Chief Financial Officer, and the Executive Vice President and General Counsel, respectively, of Booking Holdings Inc., a Delaware corporation (the “Co

2.7 Officers’ Certificate, dated November 21, 2024, with respect to the 3.875% Senior Notes due 2045 issued pursuant to the Base Indenture (incorporated by reference to Exhibit 4.6 to our Current Report on Form 8-K filed with the Commission on November 21, 2024).

Exhibit 4.6 Execution Version BOOKING HOLDINGS INC. OFFICERS’ CERTIFICATE PURSUANT TO SECTIONS 2.02 AND 10.04 OF THE INDENTURE November 21, 2024 Ewout Steenbergen and Peter J. Millones do hereby certify that they are the Executive Vice President and Chief Financial Officer, and the Executive Vice President and General Counsel, respectively, of Booking Holdings Inc., a Delaware corporation (the “Co

Table 1: Newly Registered and Carry Forward Securities

Calculation of Filing Fee Tables S-3 Booking Holdings Inc. Table 1: Newly Registered and Carry Forward Securities Security Type Security Class Title Fee Calculation or Carry Forward Rule Amount Registered Proposed Maximum Offering Price Per Unit Maximum Aggregate Offering Price Fee Rate Amount of Registration Fee Carry Forward Form Type Carry Forward File Number Carry Forward Initial Effective Dat

€1,800,000,000 Booking Holdings Inc. €600,000,000 3.250% Senior Notes due 2032 €500,000,000 3.750% Senior Notes due 2037 €700,000,000 3.875% Senior Notes due 2045

TABLE OF CONTENTS   Filed Pursuant to Rule 424(b)2  Registration Statement No. 333-273678 Prospectus Supplement (To Prospectus dated August 4, 2023) €1,800,000,000 Booking Holdings Inc. €600,000,000 3.250% Senior Notes due 2032 €500,000,000 3.750% Senior Notes due 2037 €700,000,000 3.875% Senior Notes due 2045 We are offering €600,000,000 aggregate principal amount of our 3.250% Senior Notes due 2

Subject to Completion, dated November 18, 2024

TABLE OF CONTENTS The information in this preliminary prospectus supplement is not complete and may be changed.

BOOKING HOLDINGS INC.

Filed Pursuant to Rule 433 Registration Statement No. 333-273678 November 18, 2024 PRICING TERM SHEET Dated November 18, 2024 BOOKING HOLDINGS INC. The information in this pricing term sheet supplements Booking Holdings Inc.’s preliminary prospectus supplement, dated November 18, 2024 (the “Preliminary Prospectus Supplement”), and supersedes the information in the Preliminary Prospectus Supplement

BKNG / Booking Holdings Inc. / Capital World Investors - SEC SCHEDULE 13G Passive Investment

SC 13G/A 1 SEC13GFiling.htm SEC SCHEDULE 13G UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. 1 )* Booking Holdings Inc. (Name of Issuer) Common Stock (Title of Class of Securities) 09857L108 (CUSIP Number) September 30, 2024 (Date of Event Which Requires Filing of this Statement) Check the appropriate box

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) November 8, 2024 Booking Holdings

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) November 8, 2024 Booking Holdings Inc. (Exact name of registrant as specified in its charter) Delaware 1-36691 06-1528493 (State or other Jurisdiction of Incorporation) (Commission Fil

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended September 30, 2024 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number: 1-36691 Booking

Financial Statements and Exhibits, Results of Operations and Financial Condition

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) October 30, 2024 Booking Holdings Inc. (Exact name of registrant as specified in its charter) Delaware 1-36691 06-1528493 (State or other Jurisdiction of Incorporation) (Commission Fil

Booking Holdings Reports Financial Results for 3rd Quarter 2024

Exhibit 99.1 Booking Holdings Reports Financial Results for 3rd Quarter 2024 NORWALK, CT – October 30, 2024. . . Booking Holdings Inc. (NASDAQ: BKNG) (the "Company," "we," "our," or "us") today reported its third quarter 2024 financial results: •Room nights booked increased 8% from the prior-year quarter. •Gross travel bookings, which refers to the total dollar value, generally inclusive of taxes

Financial Statements and Exhibits, Results of Operations and Financial Condition

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) August 1, 2024 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

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended June 30, 2024 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number: 1-36691 Booking Hold

Booking Holdings Reports Financial Results for 2nd Quarter 2024

Exhibit 99.1 Booking Holdings Reports Financial Results for 2nd Quarter 2024 NORWALK, CT – August 1, 2024. . . Booking Holdings Inc. (NASDAQ: BKNG) (the "Company," "we," "our," or "us") today reported its second quarter 2024 financial results: •Room nights booked increased 7% from the prior-year quarter. •Gross travel bookings, which refers to the total dollar value, generally inclusive of taxes a

Submission of Matters to a Vote of Security Holders

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) June 4, 2024 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 Nu

Entry into a Material Definitive Agreement, Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant

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 9, 2024 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 Num

Notice of Exempt Solicitation

Notice of Exempt Solicitation NAME OF REGISTRANT: Booking Holdings Inc. NAME OF PERSONS RELYING ON EXEMPTION: Arjuna Capital ADDRESS OF PERSON RELYING ON EXEMPTION: 13 Elm St. Manchester, MA 01944 WRITTEN MATERIALS: The attached written materials are submitted pursuant to Rule 14a-6(g)(1) (the “Rule”) promulgated under the Securities Exchange Act of 1934, in connection with a proxy proposal to be

Financial Statements and Exhibits, Results of Operations and Financial Condition

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 2, 2024 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 Num

Booking Holdings Reports Financial Results for 1st Quarter 2024

Exhibit 99.1 Booking Holdings Reports Financial Results for 1st Quarter 2024 NORWALK, CT – May 2, 2024. . . Booking Holdings Inc. (NASDAQ: BKNG) (the "Company," "we," "our," or "us") today reported its first quarter 2024 financial results: •Gross travel bookings, which refers to the total dollar value, generally inclusive of taxes and fees, of all travel services booked by our customers, net of ca

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended March 31, 2024 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number: 1-36691 Booking Hol

COURTESY PDF OF PROXY STATEMENT

2024 NOTICE OF ANNUAL STOCKHOLDERS’ MEETING AND PROXY STATEMENT Tuesday, June 4, 2024 | 11:00 am ETOur Values Experiences of Every Kind, For Everyone.

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 SCHEDULE 14A PROXY STATEMENT PURSUANT TO SECTION 14(a) OF THE SECURITIES EXCHANGE ACT OF 1934 (Amendment No. )

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 SCHEDULE 14A PROXY STATEMENT PURSUANT TO SECTION 14(a) OF THE SECURITIES EXCHANGE ACT OF 1934 (Amendment No.

NOTICE OF ANNUAL MEETING OF STOCKHOLDERS PROXY SUMMARY

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 SCHEDULE 14A PROXY STATEMENT PURSUANT TO SECTION 14(a) OF THE SECURITIES EXCHANGE ACT OF 1934 (Amendment No.

BY-LAWS BOOKING HOLDINGS INC. (hereinafter called the “Corporation”) ARTICLE I OFFICES

BY-LAWS OF BOOKING HOLDINGS INC. (hereinafter called the “Corporation”) ARTICLE I OFFICES Section 1. Registered Office. The registered office of the Corporation shall be in the City of Wilmington, County of New Castle, State of Delaware. Section 2. Other Offices. The Corporation may also have offices at such other places both within and without the State of Delaware as the Board of Directors may f

Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year, Financial Statements and Exhibits

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) April 18, 2024 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

Mr. David I. Goulden

April 3, 2024 Mr. David I. Goulden c/o Booking Holdings Inc. 800 Connecticut Avenue Norwalk, CT 06854 Dear David: This letter agreement serves to amend the letter agreement between you and Booking Holdings Inc. (including all predecessors and successors, including The Priceline Group Inc., the “Company”), dated February 23, 2023 (the “February 2023 Letter Agreement”), which sets forth the terms an

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers, Financial Statements and Exhibits

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) April 4, 2024 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 N

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-A FOR REGISTRATION OF CERTAIN CLASSES OF SECURITIES PURSUANT TO SECTION 12(b) OR 12(g) OF THE SECURITIES EXCHANGE ACT OF 1934 Booking Holdings Inc. (Exact Name of Registra

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-A FOR REGISTRATION OF CERTAIN CLASSES OF SECURITIES PURSUANT TO SECTION 12(b) OR 12(g) OF THE SECURITIES EXCHANGE ACT OF 1934 Booking Holdings Inc. (Exact Name of Registrant as Specified in its Charter) Delaware 06-1528493 (State of Incorporation or Organization) (I.R.S. Employer Identification No.) 800 Connecticut Aven

2.4 Form of the Registrant’s 4.000% Senior Note Due 2044 (incorporated herein by reference to Exhibit 4.4 to our Current Report on Form 8-K filed with the Commission on March 1, 2024).

Exhibit 4.4 [FACE OF NOTE] UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF EUROCLEAR BANK S.A./N.V. (“EUROCLEAR”), OR CLEARSTREAM BANKING, SOCIÉTÉ ANONYME (“CLEARSTREAM”), TO THE COMPANY OR ITS AGENT FOR REGISTRATION OF TRANSFER, EXCHANGE OR PAYMENT, AND ANY CERTIFICATE ISSUED IS REGISTERED IN THE NAME OF ITS AUTHORIZED NOMINEE, OR SUCH OTHER NAME AS IS REQUESTED BY AN AUTH

2.8 Officers’ Certificate, dated March 1, 2024, with respect to the 3.750% Senior Notes due 2036 issued pursuant to the Base Indenture (incorporated herein by reference to Exhibit 4.7 to our Current Report on Form 8-K filed with the Commission on March 1, 2024).

Exhibit 4.7 BOOKING HOLDINGS INC. OFFICERS’ CERTIFICATE PURSUANT TO SECTIONS 2.02 AND 10.04 OF THE INDENTURE March 1, 2024 David I. Goulden and Peter J. Millones do hereby certify that they are the Executive Vice President and Chief Financial Officer, and the Executive Vice President and General Counsel, respectively, of Booking Holdings Inc., a Delaware corporation (the “Company”), and do further

2.9 Officers’ Certificate, dated March 1, 2024, with respect to the 4.000% Senior Notes due 2044 issued pursuant to the Base Indenture (incorporated herein by reference to Exhibit 4.8 to our Current Report on Form 8-K filed with the Commission on March 1, 2024).

Exhibit 4.8 BOOKING HOLDINGS INC. OFFICERS’ CERTIFICATE PURSUANT TO SECTIONS 2.02 AND 10.04 OF THE INDENTURE March 1, 2024 David I. Goulden and Peter J. Millones do hereby certify that they are the Executive Vice President and Chief Financial Officer, and the Executive Vice President and General Counsel, respectively, of Booking Holdings Inc., a Delaware corporation (the “Company”), and do further

2.2 Form of the Registrant’s 3.625% Senior Note Due 2032 (incorporated herein by reference to Exhibit 4.2 to our Current Report on Form 8-K filed with the Commission on March 1, 2024).

Exhibit 4.2 [FACE OF NOTE] UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF EUROCLEAR BANK S.A./N.V. (“EUROCLEAR”), OR CLEARSTREAM BANKING, SOCIÉTÉ ANONYME (“CLEARSTREAM”), TO THE COMPANY OR ITS AGENT FOR REGISTRATION OF TRANSFER, EXCHANGE OR PAYMENT, AND ANY CERTIFICATE ISSUED IS REGISTERED IN THE NAME OF ITS AUTHORIZED NOMINEE, OR SUCH OTHER NAME AS IS REQUESTED BY AN AUTH

Agency Agreement, dated as of March 1, 2024, by and between Booking Holdings Inc., as issuer, Elavon Financial Services DAC, UK Branch, as paying agent, and U.S. Bank Trust Company, National Association, as transfer agent, registrar and trustee.

Exhibit 4.9 DATED MARCH 1, 2024 ISSUER BOOKING HOLDINGS INC. PAYING AGENT ELAVON FINANCIAL SERVICES DAC, UK BRANCH TRANSFER AGENT U.S. BANK TRUST COMPANY, NATIONAL ASSOCIATION REGISTRAR U.S. BANK TRUST COMPANY, NATIONAL ASSOCIATION - AND - TRUSTEE U.S. BANK TRUST COMPANY, NATIONAL ASSOCIATION AGENCY AGREEMENT relating to Notes issued under a prospectus supplement dated February 27, 2024 Contents C

Underwriting Agreement, dated March 1, 2024, among Booking Holdings Inc. and Banco Santander, S.A., BNP Paribas, Deutsche Bank AG, London Branch, Goldman Sachs & Co. LLC and Merrill Lynch International, as representatives of the several underwriters named in Schedule II.

Exhibit 1.1 BOOKING HOLDINGS INC. €500,000,000 3.500% Senior Notes due 2029 €650,000,000 3.625% Senior Notes due 2032 €850,000,000 3.750% Senior Notes due 2036 €750,000,000 4.000% Senior Notes due 2044 Underwriting Agreement New York, New York February 27, 2024 Banco Santander, S.A. BNP Paribas Deutsche Bank AG, London Branch Goldman Sachs & Co. LLC Merrill Lynch International as representatives o

2.7 Officers’ Certificate, dated March 1, 2024, with respect to the 3.625% Senior Notes due 2032 issued pursuant to the Base Indenture (incorporated herein by reference to Exhibit 4.6 to our Current Report on Form 8-K filed with the Commission on March 1, 2024).

Exhibit 4.6 BOOKING HOLDINGS INC. OFFICERS’ CERTIFICATE PURSUANT TO SECTIONS 2.02 AND 10.04 OF THE INDENTURE March 1, 2024 David I. Goulden and Peter J. Millones do hereby certify that they are the Executive Vice President and Chief Financial Officer, and the Executive Vice President and General Counsel, respectively, of Booking Holdings Inc., a Delaware corporation (the “Company”), and do further

Entry into a Material Definitive Agreement, Financial Statements and Exhibits, Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant, Other Events

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) February 27, 2024 Booking Holdings Inc. (Exact name of registrant as specified in its charter) Delaware 1-36691 06-1528493 (State or other Jurisdiction of Incorporation) (Commission Fi

2.3 Form of the Registrant’s 3.750% Senior Note Due 2036 (incorporated herein by reference to Exhibit 4.3 to our Current Report on Form 8-K filed with the Commission on March 1, 2024).

Exhibit 4.3 [FACE OF NOTE] UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF EUROCLEAR BANK S.A./N.V. (“EUROCLEAR”), OR CLEARSTREAM BANKING, SOCIÉTÉ ANONYME (“CLEARSTREAM”), TO THE COMPANY OR ITS AGENT FOR REGISTRATION OF TRANSFER, EXCHANGE OR PAYMENT, AND ANY CERTIFICATE ISSUED IS REGISTERED IN THE NAME OF ITS AUTHORIZED NOMINEE, OR SUCH OTHER NAME AS IS REQUESTED BY AN AUTH

2.6 Officers’ Certificate, dated March 1, 2024, with respect to the 3.500% Senior Notes due 2029 issued pursuant to the Base Indenture (incorporated herein by reference to Exhibit 4.5 to our Current Report on Form 8-K filed with the Commission on March 1, 2024).

Exhibit 4.5 BOOKING HOLDINGS INC. OFFICERS’ CERTIFICATE PURSUANT TO SECTIONS 2.02 AND 10.04 OF THE INDENTURE March 1, 2024 David I. Goulden and Peter J. Millones do hereby certify that they are the Executive Vice President and Chief Financial Officer, and the Executive Vice President and General Counsel, respectively, of Booking Holdings Inc., a Delaware corporation (the “Company”), and do further

2.1 Form of the Registrant’s 3.500% Senior Note Due 2029 (incorporated herein by reference to Exhibit 4.1 to our Current Report on Form 8-K filed with the Commission on March 1, 2024).

Exhibit 4.1 [FACE OF NOTE] UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF EUROCLEAR BANK S.A./N.V. (“EUROCLEAR”), OR CLEARSTREAM BANKING, SOCIÉTÉ ANONYME (“CLEARSTREAM”), TO THE COMPANY OR ITS AGENT FOR REGISTRATION OF TRANSFER, EXCHANGE OR PAYMENT, AND ANY CERTIFICATE ISSUED IS REGISTERED IN THE NAME OF ITS AUTHORIZED NOMINEE, OR SUCH OTHER NAME AS IS REQUESTED BY AN AUTH

Calculation of Filing Fee Tables Form 424(b)(5) (Form Type) Booking Holdings Inc. (Exact Name of Registrant as Specified in its Charter) Table 1: Newly Registered and Carry Forward Securities

Exhibit 107 Calculation of Filing Fee Tables Form 424(b)(5) (Form Type) Booking Holdings Inc.

€2,750,000,000 Booking Holdings Inc. €500,000,000 3.500% Senior Notes due 2029 €650,000,000 3.625% Senior Notes due 2032 €850,000,000 3.750% Senior Notes due 2036 €750,000,000 4.000% Senior Notes due 2044

TABLE OF CONTENTS  Filed Pursuant to Rule 424(b)5  Registration Statement No. 333-273678 Prospectus Supplement (To Prospectus dated August 4, 2023) €2,750,000,000 Booking Holdings Inc. €500,000,000 3.500% Senior Notes due 2029 €650,000,000 3.625% Senior Notes due 2032 €850,000,000 3.750% Senior Notes due 2036 €750,000,000 4.000% Senior Notes due 2044 We are offering €500,000,000 aggregate principa

Subject to Completion, dated February 27, 2024

TABLE OF CONTENTS The information in this preliminary prospectus supplement is not complete and may be changed.

BOOKING HOLDINGS INC.

Filed Pursuant to Rule 433 Registration Statement No. 333-273678 February 27, 2024 PRICING TERM SHEET Dated February 27, 2024 BOOKING HOLDINGS INC. The information in this pricing term sheet supplements Booking Holdings Inc.’s preliminary prospectus supplement, dated February 27, 2024 (the “Preliminary Prospectus Supplement”), and supersedes the information in the Preliminary Prospectus Supplement

LIST OF SUBSIDIARIES AS OF DECEMBER 31, 2023* Name Jurisdiction of Incorporation Percent Ownership Agoda Company Pte. Ltd. Singapore 100% Booking.com B.V. The Netherlands 100% Booking.com Holding B.V. The Netherlands 100% KAYAK Software Corporation D

Exhibit 21 LIST OF SUBSIDIARIES AS OF DECEMBER 31, 2023* Name Jurisdiction of Incorporation Percent Ownership Agoda Company Pte.

Booking Holdings Reports Financial Results for 4th Quarter and Full Year 2023 and Announces Initiation of a Quarterly Dividend

Exhibit 99.1 Booking Holdings Reports Financial Results for 4th Quarter and Full Year 2023 and Announces Initiation of a Quarterly Dividend NORWALK, CT – February 22, 2024. . . Booking Holdings Inc. (NASDAQ: BKNG) (the "Company," "we," "our," or "us") today reported its fourth quarter and full year 2023 financial results and announced the initiation of a quarterly dividend: Fourth Quarter 2023 •Gr

DESCRIPTION OF THE REGISTRANT’S SECURITIES REGISTERED PURSUANT TO SECTION 12 OF THE SECURITIES EXCHANGE ACT OF 1934 Description of the 3.625% Senior Notes due 2028

Exhibit 4.45 DESCRIPTION OF THE REGISTRANT’S SECURITIES REGISTERED PURSUANT TO SECTION 12 OF THE SECURITIES EXCHANGE ACT OF 1934 Description of the 3.625% Senior Notes due 2028 The following description of our 3.625% Senior Notes due 2028 (the “notes”) is a summary and does not purport to be complete. It is subject to and qualified in its entirety by reference to the indenture, dated as of August

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) February 22, 2024 Booking Holdings

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) February 22, 2024 Booking Holdings Inc. (Exact name of registrant as specified in its charter) Delaware 1-36691 06-1528493 (State or other Jurisdiction of Incorporation) (Commission Fi

BOOKING HOLDINGS INC. Financial Restatement Recovery Policy

BOOKING HOLDINGS INC. Financial Restatement Recovery Policy A.PURPOSE This Financial Restatement Recovery Policy (this “Recovery Policy”) is adopted by Booking Holdings Inc. (the “Company”) as of December 1, 2023, as required by Section 10D of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), Rule 10D-1 under the Exchange Act, and the applicable Nasdaq Stock Market listing stan

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended: December 31, 2023 Commission File No.: 1-36691 Booking H

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended: December 31, 2023 Commission File No.: 1-36691 Booking Holdings Inc. (Exact name of Registrant as specified in its charter) Delaware 06-1528493 (State or other jurisdiction of incorporation or organization)

DESCRIPTION OF THE REGISTRANT’S SECURITIES REGISTERED PURSUANT TO SECTION 12 OF THE SECURITIES EXCHANGE ACT OF 1934 Description of the 4.125% Senior Notes due 2033

Exhibit 4.46 DESCRIPTION OF THE REGISTRANT’S SECURITIES REGISTERED PURSUANT TO SECTION 12 OF THE SECURITIES EXCHANGE ACT OF 1934 Description of the 4.125% Senior Notes due 2033 The following description of our 4.125% Senior Notes due 2033 (the “notes”) is a summary and does not purport to be complete. It is subject to and qualified in its entirety by reference to the indenture, dated as of August

BKNG / Booking Holdings Inc. / VANGUARD GROUP INC - SCHEDULE 13G/A Passive Investment

SC 13G/A 1 tv0456-bookingholdingsinc.htm SCHEDULE 13G/A SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Schedule 13G Under the Securities Exchange Act of 1934 (Amendment No.: 9)* Name of issuer: Booking Holdings Inc Title of Class of Securities: Common Stock CUSIP Number: 09857L108 Date of Event Which Requires Filing of this Statement: December 29, 2023 Check the appropriate box to desig

BKNG / Booking Holdings Inc. / Capital World Investors - SEC SCHEDULE 13G Passive Investment

SC 13G 1 SEC13GFiling.htm SEC SCHEDULE 13G UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. )* Booking Holdings Inc. (Name of Issuer) Common Stock (Title of Class of Securities) 09857L108 (CUSIP Number) December 29, 2023 (Date of Event Which Requires Filing of this Statement) Check the appropriate box to d

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) January 18, 2024 Booking Holdings

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) January 18, 2024 Booking Holdings Inc. (Exact name of registrant as specified in its charter) Delaware 1-36691 06-1528493 (State or other Jurisdiction of Incorporation) (Commission Fil

Mr. David I. Goulden

EXHIBIT 99.1 January 18, 2024 Mr. David I. Goulden c/o Booking Holdings Inc. 800 Connecticut Avenue Norwalk, CT 06854 Dear David: This letter serves to amend the letter agreement between you and Booking Holdings Inc. (including all predecessors and successors, including The Priceline Group Inc., the “Company”), dated February 23, 2023 (the “Letter Agreement”), which sets forth the terms and condit

Booking Holdings Announces New Executive Vice President and Chief Financial Officer

EXHIBIT 99.6 Booking Holdings Announces New Executive Vice President and Chief Financial Officer NORWALK, Conn., 13 December, 2023 – Booking Holdings Inc. (NASDAQ: BKNG) announced today that Ewout Steenbergen will join the company as Executive Vice President and Chief Financial Officer effective March 15, 2024. Mr. Steenbergen joins Booking Holdings from S&P Global, where he most recently served a

Regulation FD Disclosure, Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers, Financial Statements and Exhibits

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) December 13, 2023 Booking Holdings Inc. (Exact name of registrant as specified in its charter) Delaware 1-36691 06-1528493 (State or other Jurisdiction of Incorporation) (Commission Fi

* * *

EXHIBIT 99.1 December 1, 2023 Ewout Steenbergen Re: Employment Agreement Dear Ewout: This letter agreement (this “Agreement”) sets forth the terms and conditions of your employment as Executive Vice President and Chief Financial Officer of Booking Holdings Inc., a Delaware corporation with its principal United States office at 800 Connecticut Avenue, Norwalk, Connecticut 06854 (the “Company”), eff

Non-Competition and Non-Solicitation Agreement

EXHIBIT 99.4 Non-Competition and Non-Solicitation Agreement This Non-Competition and Non-Solicitation Agreement (the “Agreement”) is dated December 1, 2023 by and between Booking Holdings Inc., a Delaware corporation, and Ewout Steenbergen (the “Employee”). The parties, intending to be legally bound, agree as follows: 1.ACKNOWLEDGEMENTS (a) The Employee acknowledges that the Company (as defined be

EMPLOYEE CONFIDENTIALITY AND ASSIGNMENT AGREEMENT

EXHIBIT 99.5 EMPLOYEE CONFIDENTIALITY AND ASSIGNMENT AGREEMENT Booking Holdings Inc. (“Company”), having a business at 800 Connecticut Avenue, Norwalk, Connecticut 06854, and its parents, affiliates, subsidiaries, related and acquired companies (hereinafter collectively with the Company referred to as the “Company Entities”), develops, purchases, and uses valuable Confidential Information and Inve

Booking Holdings Inc. 1999 Omnibus Plan RESTRICTED STOCK UNIT AGREEMENT [ — NON-U.S. PARTICIPANTS]

EXHIBIT 99.3 Booking Holdings Inc. 1999 Omnibus Plan RESTRICTED STOCK UNIT AGREEMENT [ — NON-U.S. PARTICIPANTS] THIS RESTRICTED STOCK UNIT AGREEMENT (this “Agreement”) is made by and between Booking Holdings Inc., a Delaware corporation, with its principal United States office at 800 Connecticut Avenue, Norwalk, Connecticut 06854 (the “Company”), and the Participant, as of the Grant Date in , whic

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended September 30, 2023 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number: 1-36691 Booking

Booking Holdings Reports Financial Results for 3rd Quarter 2023

Exhibit 99.1 Booking Holdings Reports Financial Results for 3rd Quarter 2023 NORWALK, CT – November 2, 2023. . . Booking Holdings Inc. (NASDAQ: BKNG) (the "Company," "we," "our," or "us") today reported its third quarter 2023 financial results: •Gross travel bookings, which refers to the total dollar value, generally inclusive of taxes and fees, of all travel services booked by our customers, net

Financial Statements and Exhibits, Results of Operations and Financial Condition

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) November 2, 2023 Booking Holdings Inc. (Exact name of registrant as specified in its charter) Delaware 1-36691 06-1528493 (State or other Jurisdiction of Incorporation) (Commission Fil

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers, Financial Statements and Exhibits

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) October 19, 2023 Booking Holdings Inc. (Exact name of registrant as specified in its charter) Delaware 1-36691 06-1528493 (State or other Jurisdiction of Incorporation) (Commission Fil

Kelly Grier, Retired Chair and CEO of Ernst & Young LLP U.S., Appointed to Booking Holdings Board of Directors

EXHIBIT 99.1 Kelly Grier, Retired Chair and CEO of Ernst & Young LLP U.S., Appointed to Booking Holdings Board of Directors NORWALK, Conn., October 24, 2023 - Today, the Board of Directors of Booking Holdings Inc. (NASDAQ: BKNG) announced the appointment of Kelly Grier, retired Chair and CEO of leading global professional services firm Ernst & Young LLP (EY) U.S., effective November 6, 2023. Ms. G

Booking Holdings Intends to Appeal European Commission Decision to Prohibit the Company’s Acquisition of Etraveli Group The Company Also Announces Extension of Its Partnership Agreement with Etraveli Group

Exhibit 99.1 Booking Holdings Intends to Appeal European Commission Decision to Prohibit the Company’s Acquisition of Etraveli Group The Company Also Announces Extension of Its Partnership Agreement with Etraveli Group NORWALK, Conn., Sept. 25, 2023 – Booking Holdings Inc. (NASDAQ: BKNG) today announced that it intends to appeal the European Commission’s recently announced decision to prohibit the

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) September 25, 2023 Booking Holding

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) September 25, 2023 Booking Holdings Inc. (Exact name of registrant as specified in its charter) Delaware 1-36691 06-1528493 (State or other Jurisdiction of Incorporation) (Commission F

As filed with the Securities and Exchange Commission on August 3, 2023

TABLE OF CONTENTS As filed with the Securities and Exchange Commission on August 3, 2023 Registration No.

Form T-1 Statement of Eligibility under the Trust Indenture Act of 1939, as amended, of Trustee for the Debt Securities.

Exhibit 25.1 securities and exchange commission Washington, D.C. 20549 FORM T-1 Statement of Eligibility Under The Trust Indenture Act of 1939 of a Corporation Designated to Act as Trustee Check if an Application to Determine Eligibility of a Trustee Pursuant to Section 305(b)(2) ¨ U.S. BANK TRUST COMPANY, NATIONAL ASSOCIATION (Exact name of Trustee as specified in its charter) 91-1821036 I.R.S. E

Filing Fee Table.

Exhibit 107.1 Calculation of Filing Fee Tables Form S-3 (Form Type) Booking Holdings Inc. (Exact Name of Registrant as Specified in its Charter) Table 1: Newly Registered and Carry Forward Securities Security Type Security Class Title Fee Calculation or Carry Forward Rule Amount Registered Proposed Maximum Offering Price Per Unit Maximum Aggregate Offering Price Fee Rate Amount of Registration Fee

Financial Statements and Exhibits, Results of Operations and Financial Condition

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) August 3, 2023 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

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended June 30, 2023 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number: 1-36691 Booking Hold

Booking Holdings Reports Financial Results for 2nd Quarter 2023

Exhibit 99.1 Booking Holdings Reports Financial Results for 2nd Quarter 2023 NORWALK, CT – August 3, 2023. . . Booking Holdings Inc. (NASDAQ: BKNG) (the "Company," "we," "our," or "us") today reported its second quarter 2023 financial results: •Gross travel bookings, which refers to the total dollar value, generally inclusive of taxes and fees, of all travel services booked by our customers, net o

Employment contract

Exhibit 10.2 Employment contract The undersigned, Booking.com International BV, domiciled at Herengracht 597, 1017 CE, Amsterdam, Netherlands, duly presented by Tom Pel, HR Director - The Netherlands hereinafter referred to as “Booking.com”, and Name: Paulo Alexandre Pisano Date of birth: Place of birth: hereinafter referred to as “the employee”, jointly referred to as “parties”, declare that they

Financial Statements and Exhibits, Other Events

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) July 4, 2023 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 Nu

Booking.com Updates Expected Timing for European Commission DMA Notification

EXHIBIT 99.1 Booking.com Updates Expected Timing for European Commission DMA Notification AMSTERDAM, 4 July 2023 - Booking.com confirmed today that it remains engaged in constructive discussions with the European Commission on the applicability of the Digital Markets Act (“DMA”) to its business, and looks forward to continuing this dialogue. With respect to the July 3, 2023 deadline for companies

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) June 6, 2023 Booking Holdings Inc.

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) June 6, 2023 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 Nu

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-A FOR REGISTRATION OF CERTAIN CLASSES OF SECURITIES PURSUANT TO SECTION 12(b) OR 12(g) OF THE SECURITIES EXCHANGE ACT OF 1934 Booking Holdings Inc. (Exact Name of Registra

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-A FOR REGISTRATION OF CERTAIN CLASSES OF SECURITIES PURSUANT TO SECTION 12(b) OR 12(g) OF THE SECURITIES EXCHANGE ACT OF 1934 Booking Holdings Inc. (Exact Name of Registrant as Specified in its Charter) Delaware 06-1528493 (State of Incorporation or Organization) (I.R.S. Employer Identification No.) 800 Connecticut Aven

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 SCHEDULE 14A PROXY STATEMENT PURSUANT TO SECTION 14(a) OF THE SECURITIES EXCHANGE ACT OF 1934 (Amendment No. )

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 SCHEDULE 14A PROXY STATEMENT PURSUANT TO SECTION 14(a) OF THE SECURITIES EXCHANGE ACT OF 1934 (Amendment No.

EXECUTION COPY CREDIT AGREEMENT Dated as of May 17, 2023 among BOOKING HOLDINGS INC. The Dutch Borrower From Time to Time Party Hereto The Lenders Party Hereto JPMORGAN CHASE BANK, N.A. as Administrative Agent BANK OF AMERICA, N.A. as Syndication Age

creditagreementexhibit EXECUTION COPY CREDIT AGREEMENT Dated as of May 17, 2023 among BOOKING HOLDINGS INC.

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 17, 2023 Booking Holdings Inc.

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 17, 2023 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 Nu

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 9, 2023 Booking Holdings Inc.

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 9, 2023 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 Num

2.5 Officers’ Certificate, dated May 12, 2023, with respect to the 4.125% Senior Notes due 2033 issued pursuant to the Base Indenture (incorporated herein by reference to Exhibit 4.4 to our Current Report on Form 8-K filed with the Commission on May 12, 2023).

Exhibit 4.4 BOOKING HOLDINGS INC. OFFICERS’ CERTIFICATE PURSUANT TO SECTIONS 2.02 AND 10.04 OF THE INDENTURE May 12, 2023 David I. Goulden and Peter J. Millones do hereby certify that they are the Executive Vice President and Chief Financial Officer, and the Executive Vice President and General Counsel, respectively, of Booking Holdings Inc., a Delaware corporation formerly known as The Priceline

2.1 Form of the Registrant’s 3.625% Senior Note Due 2028 (incorporated herein by reference to Exhibit 4.1 to our Current Report on Form 8-K filed with the Commission on May 12, 2023).

Exhibit 4.1 [FACE OF NOTE] UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF EUROCLEAR BANK S.A./N.V. (“EUROCLEAR”), OR CLEARSTREAM BANKING, SOCIÉTÉ ANONYME (“CLEARSTREAM”), TO THE COMPANY OR ITS AGENT FOR REGISTRATION OF TRANSFER, EXCHANGE OR PAYMENT, AND ANY CERTIFICATE ISSUED IS REGISTERED IN THE NAME OF ITS AUTHORIZED NOMINEE, OR SUCH OTHER NAME AS IS REQUESTED BY AN AUTH

2.4 Officers’ Certificate, dated May 12, 2023, with respect to the 3.625% Senior Notes due 2028 issued pursuant to the Base Indenture (incorporated herein by reference to Exhibit 4.3 to our Current Report on Form 8-K filed with the Commission on May 12, 2023).

Exhibit 4.3 BOOKING HOLDINGS INC. OFFICERS’ CERTIFICATE PURSUANT TO SECTIONS 2.02 AND 10.04 OF THE INDENTURE May 12, 2023 David I. Goulden and Peter J. Millones do hereby certify that they are the Executive Vice President and Chief Financial Officer, and the Executive Vice President and General Counsel, respectively, of Booking Holdings Inc., a Delaware corporation formerly known as The Priceline

Agency Agreement, dated as of May 12, 2023, by and between Booking Holdings Inc., as issuer, Elavon Financial Services DAC, UK Branch, as paying agent, and U.S. Bank Trust Company, National Association, as transfer agent, registrar, and trustee.

Exhibit 4.5 DATED MAY 12, 2023 ISSUER BOOKING HOLDINGS INC. PAYING AGENT ELAVON FINANCIAL SERVICES DAC, UK BRANCH TRANSFER AGENT U.S. BANK TRUST COMPANY, NATIONAL ASSOCIATION REGISTRAR U.S. BANK TRUST COMPANY, NATIONAL ASSOCIATION - AND - TRUSTEE U.S. BANK TRUST COMPANY, NATIONAL ASSOCIATION AGENCY AGREEMENT relating to Notes issued under a prospectus supplement dated May 9, 2023 CONTENTS CLAUSE P

2.2 Form of the Registrant’s 4.125% Senior Note Due 2033 (incorporated herein by reference to Exhibit 4.2 to our Current Report on Form 8-K filed with the Commission on May 12, 2023).

Exhibit 4.2 [FACE OF NOTE] UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF EUROCLEAR BANK S.A./N.V. (“EUROCLEAR”), OR CLEARSTREAM BANKING, SOCIÉTÉ ANONYME (“CLEARSTREAM”), TO THE COMPANY OR ITS AGENT FOR REGISTRATION OF TRANSFER, EXCHANGE OR PAYMENT, AND ANY CERTIFICATE ISSUED IS REGISTERED IN THE NAME OF ITS AUTHORIZED NOMINEE, OR SUCH OTHER NAME AS IS REQUESTED BY AN AUTH

Underwriting Agreement, dated May 9, 2023, among Booking Holdings Inc. and Citigroup Global Markets Limited, Deutsche Bank AG, London Branch, HSBC Bank plc, and J.P. Morgan Securities plc, as representatives of the several underwriters named in Schedule II thereto.

Exhibit 1.1 BOOKING HOLDINGS INC. €500,000,000 3.625% Senior Notes due 2028 €1,250,000,000 4.125% Senior Notes due 2033 Underwriting Agreement New York, New York May 9, 2023 Citigroup Global Markets Limited Deutsche Bank AG, London Branch HSBC Bank plc J.P. Morgan Securities plc as representatives of the several underwriters named in Schedule II hereto c/o Citigroup Global Markets Limited Citigrou

Prospectus Supplement dated May 9, 2023

TABLE OF CONTENTS  Filed Pursuant to Rule 424(b)5  Registration Statement No. 333-242118 Prospectus Supplement (To Prospectus dated August 7, 2020) €1,750,000,000 Booking Holdings Inc. €500,000,000 3.625% Senior Notes due 2028 €1,250,000,000 4.125% Senior Notes due 2033 We are offering €500,000,000 aggregate principal amount of our 3.625% Senior Notes due 2028 (the “2028 Notes”) and €1,250,000,000

Calculation of Filing Fee Tables Form 424(b)(5) (Form Type) Booking Holdings Inc. (Exact Name of Registrant as Specified in its Charter) Table 1: Newly Registered and Carry Forward Securities

Exhibit 107 Calculation of Filing Fee Tables Form 424(b)(5) (Form Type) Booking Holdings Inc.

BOOKING HOLDINGS INC.

Filed Pursuant to Rule 433 Registration Statement No. 333-242118 May 9, 2023 PRICING TERM SHEET Dated May 9, 2023 BOOKING HOLDINGS INC. The information in this pricing term sheet supplements Booking Holdings Inc.’s preliminary prospectus supplement, dated May 9, 2023 (the “Preliminary Prospectus Supplement”), and supersedes the information in the Preliminary Prospectus Supplement to the extent inc

Subject to Completion, dated May 9, 2023

TABLE OF CONTENTS The information in this preliminary prospectus supplement is not complete and may be changed.

Booking Holdings Reports Financial Results for 1st Quarter 2023

Exhibit 99.1 Booking Holdings Reports Financial Results for 1st Quarter 2023 NORWALK, CT – May 4, 2023. . . Booking Holdings Inc. (NASDAQ: BKNG) (the "Company," "Booking Holdings," "we," "our," or "us") today reported its first quarter 2023 financial results: •Gross travel bookings, which refers to the total dollar value, generally inclusive of taxes and fees, of all travel services booked by our

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended March 31, 2023 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number: 1-36691 Booking Hol

AMENDMENT NO. 4 CREDIT AGREEMENT

EXHIBIT 10.1 EXECUTION COPY AMENDMENT NO. 4 CREDIT AGREEMENT AMENDMENT NO. 4 TO CREDIT AGREEMENT, dated as of January 6, 2023 (this “Amendment”), by and among Booking Holdings Inc., a Delaware corporation (the “Company”), JPMorgan Chase Bank, N.A., as Administrative Agent (the “Administrative Agent”) and the Lenders party hereto. W I T N E S S E T H: WHEREAS, the Company, the Dutch Borrower from t

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 4, 2023 Booking Holdings Inc.

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 4, 2023 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 Num

COURTESY PDF OF PROXY STATEMENT

Our mission is to make it easier for everyone to experience the world. We aim to demonstrate global leadership in online travel and related services by Our values providing consumers with the most comprehensive choices and prices at any time, in any place, on any device. operating our business sustainably and supporting more sustainable travel choices by our customers & partners. Experiences of Ev

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 SCHEDULE 14A PROXY STATEMENT PURSUANT TO SECTION 14(a) OF THE SECURITIES EXCHANGE ACT OF 1934 (Amendment No. )

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 SCHEDULE 14A PROXY STATEMENT PURSUANT TO SECTION 14(a) OF THE SECURITIES EXCHANGE ACT OF 1934 (Amendment No.

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) April 20, 2023 Booking Holdings In

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) April 20, 2023 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

Dear Stockholders, Dear Stockholder, NOTICE OF ANNUAL MEETING OF STOCKHOLDERS

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 SCHEDULE 14A PROXY STATEMENT PURSUANT TO SECTION 14(a) OF THE SECURITIES EXCHANGE ACT OF 1934 (Amendment No.

Summary of Termination Pay Policy

Exhibit 99.1 Summary of Termination Pay Policy Booking Holdings Inc. (the "Company") will limit future arrangements to pay cash severance to executive officers of the Company to no more than 2.99 times the amount of the executive officer's annual base salary plus annual target bonus (not inclusive of equity), without stockholder approval.

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) April 5, 2023 Booking Holdings Inc

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) April 5, 2023 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 N

Appendix A

Exhibit 99.3 February 23, 2023 Mr. David I. Goulden c/o Booking Holdings Inc. 800 Connecticut Avenue Norwalk, CT 06854 Dear David: This letter serves to supplement the letter agreement between you and Booking Holdings Inc. (including all predecessors and successors, including The Priceline Group Inc., the “Company”), dated January 19, 2018 (the “Employment Agreement”), and sets forth the terms and

DESCRIPTION OF THE REGISTRANT’S SECURITIES REGISTERED PURSUANT TO SECTION 12 OF THE SECURITIES EXCHANGE ACT OF 1934 Description of the 4.250% Senior Notes due 2029

Exhibit 4.39 DESCRIPTION OF THE REGISTRANT’S SECURITIES REGISTERED PURSUANT TO SECTION 12 OF THE SECURITIES EXCHANGE ACT OF 1934 Description of the 4.250% Senior Notes due 2029 The following description of our 4.250% Senior Notes due 2029 (the “notes”) is a summary and does not purport to be complete. It is subject to and qualified in its entirety by reference to the indenture, dated as of August

DESCRIPTION OF THE REGISTRANT’S SECURITIES REGISTERED PURSUANT TO SECTION 12 OF THE SECURITIES EXCHANGE ACT OF 1934 Description of the 4.000% Senior Notes due 2026

Exhibit 4.38 DESCRIPTION OF THE REGISTRANT’S SECURITIES REGISTERED PURSUANT TO SECTION 12 OF THE SECURITIES EXCHANGE ACT OF 1934 Description of the 4.000% Senior Notes due 2026 The following description of our 4.000% Senior Notes due 2026 (the “notes”) is a summary and does not purport to be complete. It is subject to and qualified in its entirety by reference to the indenture, dated as of August

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) February 23, 2023 Booking Holdings

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) February 23, 2023 Booking Holdings Inc. (Exact name of registrant as specified in its charter) Delaware 1-36691 06-1528493 (State or other Jurisdiction of Incorporation) (Commission Fi

DESCRIPTION OF THE REGISTRANT’S SECURITIES REGISTERED PURSUANT TO SECTION 12 OF THE SECURITIES EXCHANGE ACT OF 1934 Description of the 4.500% Senior Notes due 2031

Exhibit 4.40 DESCRIPTION OF THE REGISTRANT’S SECURITIES REGISTERED PURSUANT TO SECTION 12 OF THE SECURITIES EXCHANGE ACT OF 1934 Description of the 4.500% Senior Notes due 2031 The following description of our 4.500% Senior Notes due 2031 (the “notes”) is a summary and does not purport to be complete. It is subject to and qualified in its entirety by reference to the indenture, dated as of August

DESCRIPTION OF THE REGISTRANT’S SECURITIES REGISTERED PURSUANT TO SECTION 12 OF THE SECURITIES EXCHANGE ACT OF 1934 Description of the 4.750% Senior Notes due 2034

Exhibit 4.41 DESCRIPTION OF THE REGISTRANT’S SECURITIES REGISTERED PURSUANT TO SECTION 12 OF THE SECURITIES EXCHANGE ACT OF 1934 Description of the 4.750% Senior Notes due 2034 The following description of our 4.750% Senior Notes due 2034 (the “notes”) is a summary and does not purport to be complete. It is subject to and qualified in its entirety by reference to the indenture, dated as of August

BOOKING HOLDINGS INC. 1999 OMNIBUS PLAN FORM OF PERFORMANCE SHARE UNIT AGREEMENT

Exhibit 99.1 BOOKING HOLDINGS INC. 1999 OMNIBUS PLAN FORM OF PERFORMANCE SHARE UNIT AGREEMENT THIS PERFORMANCE SHARE UNIT AGREEMENT (this “Agreement”) is made by and between Booking Holdings Inc., a Delaware corporation, with its principal United States office at 800 Connecticut Avenue, Norwalk, Connecticut 06854 (the “Company”), and the Participant, as of the Grant Date in , which is provided, al

Booking Holdings Reports Financial Results for 4th Quarter and Full Year 2022

Exhibit 99.1 Booking Holdings Reports Financial Results for 4th Quarter and Full Year 2022 NORWALK, CT – February 23, 2023. . . Booking Holdings Inc. (NASDAQ: BKNG) today reported its 4th quarter and full year 2022 financial results. Fourth quarter gross travel bookings for Booking Holdings Inc. (the "Company," "Booking Holdings," "we," "our," or "us"), which refers to the total dollar value, gene

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended: December 31, 2022 Commission File No.: 1-36691 Booking H

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended: December 31, 2022 Commission File No.: 1-36691 Booking Holdings Inc. (Exact name of Registrant as specified in its charter) Delaware 06-1528493 (State or other jurisdiction of incorporation or organization)

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) February 23, 2023 Booking Holdings

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) February 23, 2023 Booking Holdings Inc. (Exact name of registrant as specified in its charter) Delaware 1-36691 06-1528493 (State or other Jurisdiction of Incorporation) (Commission Fi

LIST OF SUBSIDIARIES AS OF DECEMBER 31, 2022* Name Jurisdiction of Incorporation Percent Ownership Agoda Company Pte. Ltd. Singapore 100% Booking.com B.V. The Netherlands 100% Booking.com Holding B.V. The Netherlands 100% KAYAK Software Corporation D

Exhibit 21 LIST OF SUBSIDIARIES AS OF DECEMBER 31, 2022* Name Jurisdiction of Incorporation Percent Ownership Agoda Company Pte.

Booking Holdings Inc. 1999 Omnibus Plan FORM OF RESTRICTED STOCK UNIT AGREEMENT

Exhibit 99.2 Booking Holdings Inc. 1999 Omnibus Plan FORM OF RESTRICTED STOCK UNIT AGREEMENT THIS RESTRICTED STOCK UNIT AGREEMENT (this “Agreement”) is made by and between Booking Holdings Inc., a Delaware corporation, with its principal United States office at 800 Connecticut Avenue, Norwalk, Connecticut 06854 (the “Company”), and the Participant, as of the Grant Date in , which is provided, alon

BKNG / Booking Holdings Inc / VANGUARD GROUP INC - SCHEDULE 13G/A Passive Investment

SC 13G/A 1 tv0436-bookingholdingsinc.htm SCHEDULE 13G/A SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Schedule 13G Under the Securities Exchange Act of 1934 (Amendment No.: 8)* Name of issuer: Booking Holdings Inc. Title of Class of Securities: Common Stock CUSIP Number: 09857L108 Date of Event Which Requires Filing of this Statement: December 30, 2022 Check the appropriate box to desi

Other Events

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) January 13, 2023 Booking Holdings Inc. (Exact name of registrant as specified in its charter) Delaware 1-36691 06-1528493 (State or other Jurisdiction of Incorporation) (Commission Fil

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) December 14, 2022 Booking Holdings

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) December 14, 2022 Booking Holdings Inc. (Exact name of registrant as specified in its charter) Delaware 1-36691 06-1528493 (State or other Jurisdiction of Incorporation) (Commission Fi

AGREEMENT FOR THE SALE AND PURCHASE OF: THE BOOKING CAMPUS, AMSTERDAM, THE NETHERLANDS

Exhibit 10.1* Execution copy AGREEMENT FOR THE SALE AND PURCHASE OF: THE BOOKING CAMPUS, AMSTERDAM, THE NETHERLANDS 14 DECEMBER 2022 Between BOOKING.COM REAL ESTATE AMSTERDAM B.V. as the Seller and D-IE WIIS OOSTERDOK COÖPERATIEF U.A. as the Purchaser and BOOKING.COM HOLDING B.V. as the Guarantor Allen & Overy LLP * Certain personally identifiable information has been omitted from this exhibit pur

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-A FOR REGISTRATION OF CERTAIN CLASSES OF SECURITIES PURSUANT TO SECTION 12(b) OR 12(g) OF THE SECURITIES EXCHANGE ACT OF 1934 Booking Holdings Inc. (Exact Name of Registra

8-A12B 1 tm2231473d18a12b.htm 8-A12B UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-A FOR REGISTRATION OF CERTAIN CLASSES OF SECURITIES PURSUANT TO SECTION 12(b) OR 12(g) OF THE SECURITIES EXCHANGE ACT OF 1934 Booking Holdings Inc. (Exact Name of Registrant as Specified in its Charter) Delaware 06-1528493 (State of Incorporation or Organization) (I.R.S. Employer Ide

2.7 Officers’ Certificate, dated November 15, 2022, with respect to the 4.250% Senior Notes due 2029 issued pursuant to the Base Indenture (incorporated herein by reference to Exhibit 4.6 to our Current Report on Form 8-K filed with the Commission on November 15, 2022).

Exhibit 4.6 BOOKING HOLDINGS INC. OFFICERS? CERTIFICATE PURSUANT TO SECTIONS 2.02 AND 10.04 OF THE INDENTURE November 15, 2022 David I. Goulden and Peter J. Millones do hereby certify that they are the Executive Vice President and Chief Financial Officer, and the Executive Vice President and General Counsel, respectively, of Booking Holdings Inc., a Delaware corporation formerly known as The Price

2.6 Officers’ Certificate, dated November 15, 2022, with respect to the 4.000% Senior Notes due 2026 issued pursuant to the Base Indenture (incorporated herein by reference to Exhibit 4.5 to our Current Report on Form 8-K filed with the Commission on November 15, 2022).

Exhibit 4.5 BOOKING HOLDINGS INC. OFFICERS? CERTIFICATE PURSUANT TO SECTIONS 2.02 AND 10.04 OF THE INDENTURE November 15, 2022 David I. Goulden and Peter J. Millones do hereby certify that they are the Executive Vice President and Chief Financial Officer, and the Executive Vice President and General Counsel, respectively, of Booking Holdings Inc., a Delaware corporation formerly known as The Price

2.2 Form of the Registrant’s 4.250% Senior Note Due 2029 (incorporated herein by reference to Exhibit 4.2 to our Current Report on Form 8-K filed with the Commission on November 15, 2022).

Exhibit 4.2 [FACE OF NOTE] UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF EUROCLEAR BANK S.A./N.V. (?EUROCLEAR?), OR CLEARSTREAM BANKING, SOCI?T? ANONYME (?CLEARSTREAM?), TO THE COMPANY OR ITS AGENT FOR REGISTRATION OF TRANSFER, EXCHANGE OR PAYMENT, AND ANY CERTIFICATE ISSUED IS REGISTERED IN THE NAME OF ITS AUTHORIZED NOMINEE, OR SUCH OTHER NAME AS IS REQUESTED BY AN AUTH

2.3 Form of the Registrant’s 4.500% Senior Note Due 2031 (incorporated herein by reference to Exhibit 4.3 to our Current Report on Form 8-K filed with the Commission on November 15, 2022).

Exhibit 4.3 [FACE OF NOTE] UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF EUROCLEAR BANK S.A./N.V. (?EUROCLEAR?), OR CLEARSTREAM BANKING, SOCI?T? ANONYME (?CLEARSTREAM?), TO THE COMPANY OR ITS AGENT FOR REGISTRATION OF TRANSFER, EXCHANGE OR PAYMENT, AND ANY CERTIFICATE ISSUED IS REGISTERED IN THE NAME OF ITS AUTHORIZED NOMINEE, OR SUCH OTHER NAME AS IS REQUESTED BY AN AUTH

Entry into a Material Definitive Agreement, Financial Statements and Exhibits, Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant, Other Events

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) November 8, 2022 Booking Holdings Inc. (Exact name of registrant as specified in its charter) Delaware 1-36691 06-1528493 (State or other Jurisdiction of Incorporation) (Commission Fil

Agency Agreement, dated as of November 15, 2022, by and between Booking Holdings Inc., as issuer, Elavon Financial Services DAC, UK Branch, as paying agent, and U.S. Bank Trust Company, National Association, as transfer agent, registrar and trustee.

Exhibit 4.9 DATED NOVEMBER 15, 2022 ISSUER BOOKING HOLDINGS INC. PAYING AGENT ELAVON FINANCIAL SERVICES DAC, UK BRANCH TRANSFER AGENT U.S. BANK TRUST COMPANY, NATIONAL ASSOCIATION REGISTRAR U.S. BANK TRUST COMPANY, NATIONAL ASSOCIATION - AND - TRUSTEE U.S. BANK TRUST COMPANY, NATIONAL ASSOCIATION AGENCY AGREEMENT relating to Notes issued under a prospectus supplement dated November 8, 2022 CONTENT

2.8 Officers’ Certificate, dated November 15, 2022, with respect to the 4.500% Senior Notes due 2031 issued pursuant to the Base Indenture (incorporated herein by reference to Exhibit 4.7 to our Current Report on Form 8-K filed with the Commission on November 15, 2022).

Exhibit 4.7 BOOKING HOLDINGS INC. OFFICERS? CERTIFICATE PURSUANT TO SECTIONS 2.02 AND 10.04 OF THE INDENTURE November 15, 2022 David I. Goulden and Peter J. Millones do hereby certify that they are the Executive Vice President and Chief Financial Officer, and the Executive Vice President and General Counsel, respectively, of Booking Holdings Inc., a Delaware corporation formerly known as The Price

2.9 Officers’ Certificate, dated November 15, 2022, with respect to the 4.750% Senior Notes due 2034 issued pursuant to the Base Indenture (incorporated herein by reference to Exhibit 4.8 to our Current Report on Form 8-K filed with the Commission on November 15, 2022).

Exhibit 4.8 BOOKING HOLDINGS INC. OFFICERS? CERTIFICATE PURSUANT TO SECTIONS 2.02 AND 10.04 OF THE INDENTURE November 15, 2022 David I. Goulden and Peter J. Millones do hereby certify that they are the Executive Vice President and Chief Financial Officer, and the Executive Vice President and General Counsel, respectively, of Booking Holdings Inc., a Delaware corporation formerly known as The Price

2.1 Form of the Registrant’s 4.000% Senior Note Due 2026 (incorporated herein by reference to Exhibit 4.1 to our Current Report on Form 8-K filed with the Commission on November 15, 2022).

Exhibit 4.1 [FACE OF NOTE] UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF EUROCLEAR BANK S.A./N.V. (?EUROCLEAR?), OR CLEARSTREAM BANKING, SOCI?T? ANONYME (?CLEARSTREAM?), TO THE COMPANY OR ITS AGENT FOR REGISTRATION OF TRANSFER, EXCHANGE OR PAYMENT, AND ANY CERTIFICATE ISSUED IS REGISTERED IN THE NAME OF ITS AUTHORIZED NOMINEE, OR SUCH OTHER NAME AS IS REQUESTED BY AN AUTH

2.4 Form of the Registrant’s 4.750% Senior Note Due 2034 (incorporated herein by reference to Exhibit 4.4 to our Current Report on Form 8-K filed with the Commission on November 15, 2022).

Exhibit 4.4 [FACE OF NOTE] UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF EUROCLEAR BANK S.A./N.V. (?EUROCLEAR?), OR CLEARSTREAM BANKING, SOCI?T? ANONYME (?CLEARSTREAM?), TO THE COMPANY OR ITS AGENT FOR REGISTRATION OF TRANSFER, EXCHANGE OR PAYMENT, AND ANY CERTIFICATE ISSUED IS REGISTERED IN THE NAME OF ITS AUTHORIZED NOMINEE, OR SUCH OTHER NAME AS IS REQUESTED BY AN AUTH

Underwriting Agreement, dated November 8, 2022, among Booking Holdings Inc. and BNP Paribas, Deutsche Bank AG, London Branch, Goldman Sachs & Co. LLC, J.P. Morgan Securities plc and Merrill Lynch International, as representatives of the several underwriters named in Schedule II thereto.

Exhibit 1.1 Execution Version BOOKING HOLDINGS INC. ?750,000,000 4.000% Senior Notes due 2026 ?750,000,000 4.250% Senior Notes due 2029 ?1,000,000,000 4.500% Senior Notes due 2031 ?1,000,000,000 4.750% Senior Notes due 2034 Underwriting Agreement New York, New York November 8, 2022 BNP Paribas Deutsche Bank AG, London Branch Goldman Sachs & Co. LLC J.P. Morgan Securities plc Merrill Lynch Internat

€3,500,000,000 Booking Holdings Inc. €750,000,000 4.000% Senior Notes due 2026 €750,000,000 4.250% Senior Notes due 2029 €1,000,000,000 4.500% Senior Notes due 2031 €1,000,000,000 4.750% Senior Notes due 2034

TABLE OF CONTENTS ?Filed Pursuant to Rule 424(b)(5) ?Registration No. 333-242118? Prospectus Supplement (To Prospectus dated August 7, 2020) ?3,500,000,000 Booking Holdings Inc. ?750,000,000 4.000% Senior Notes due 2026 ?750,000,000 4.250% Senior Notes due 2029 ?1,000,000,000 4.500% Senior Notes due 2031 ?1,000,000,000 4.750% Senior Notes due 2034 We are offering ?750,000,000 aggregate principal a

Calculation of Filing Fee Tables Form 424(b)(5) (Form Type) Booking Holdings Inc. (Exact Name of Registrant as Specified in its Charter) Table 1: Newly Registered and Carry Forward Securities

Exhibit 107 Calculation of Filing Fee Tables Form 424(b)(5) (Form Type) Booking Holdings Inc.

BOOKING HOLDINGS INC.

Filed Pursuant to Rule 433 Registration Statement No. 333-242118 November 8, 2022 PRICING TERM SHEET Dated November 8, 2022 BOOKING HOLDINGS INC. The information in this pricing term sheet supplements Booking Holdings Inc.?s preliminary prospectus supplement, dated November 8, 2022 (the ?Preliminary Prospectus Supplement?), and supersedes the information in the Preliminary Prospectus Supplement to

Subject to Completion, dated November 8, 2022

424B5 1 tm2228651-1424b5.htm 424B5 TABLE OF CONTENTS The information in this preliminary prospectus supplement is not complete and may be changed. This preliminary prospectus supplement and the accompanying prospectus are not an offer to sell these securities and are not soliciting an offer to buy these securities in any jurisdiction where such offer or sale is not permitted.  Filed Pursuant to Ru

Booking Holdings Reports Financial Results for 3rd Quarter 2022

Exhibit 99.1 Booking Holdings Reports Financial Results for 3rd Quarter 2022 NORWALK, CT – November 2, 2022. . . Booking Holdings Inc. (NASDAQ: BKNG) today reported its 3rd quarter 2022 financial results. Third quarter gross travel bookings for Booking Holdings Inc. (the "Company," "Booking Holdings," "we," "our," or "us"), which refers to the total dollar value, generally inclusive of taxes and f

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) November 2, 2022 Booking Holdings

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) November 2, 2022 Booking Holdings Inc. (Exact name of registrant as specified in its charter) Delaware 1-36691 06-1528493 (State or other Jurisdiction of Incorporation) (Commission Fil

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) ? QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended September 30, 2022 OR ? TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number: 1-36691 Booking

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers, Financial Statements and Exhibits

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) October 13, 2022 Booking Holdings Inc. (Exact name of registrant as specified in its charter) Delaware 1-36691 06-1528493 (State or other Jurisdiction of Incorporation) (Commission Fil

Larry Quinlan Joins the Booking Holdings Board of Directors

EXHIBIT 99.1 Larry Quinlan Joins the Booking Holdings Board of Directors NORWALK, Conn., October 14, 2022 - The Board of Directors of Booking Holdings Inc. (NASDAQ: BKNG) is pleased to announce that Larry Quinlan, former Global Chief Information Officer for Deloitte, joined the Board effective October 13, 2022. Mr. Quinlan has over 35 years of experience as a technology leader. He most recently se

Financial Statements and Exhibits, Results of Operations and Financial Condition

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) August 3, 2022 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

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) ? QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended June 30, 2022 OR ? TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number: 1-36691 Booking Hold

Booking Holdings Reports Financial Results for 2nd Quarter 2022

Exhibit 99.1 Booking Holdings Reports Financial Results for 2nd Quarter 2022 NORWALK, CT ? August 3, 2022. . . Booking Holdings Inc. (NASDAQ: BKNG) today reported its 2nd quarter 2022 financial results. Second quarter gross travel bookings for Booking Holdings Inc. (the "Company," "Booking Holdings," "we," "our," or "us"), which refers to the total dollar value, generally inclusive of taxes and fe

July 29, 2022

CORRESP 1 filename1.htm July 29, 2022 Division of Corporation Finance United States Securities and Exchange Commission 100 F Street N.E. Washington, D.C. 20549 Re: Booking Holdings Inc. Form 10-K for Fiscal Year Ended December 31, 2021 Filed February 23, 2022 Form 10-Q for the Quarter Ended March 31, 2022 Filed May 4, 2022 File No. 001-36691 Dear Ms. Snyder and Mr. Babula: On behalf of Booking Hol

July 12, 2022

July 12, 2022 VIA EDGAR Sondra Snyder Senior Staff Accountant Division of Corporation Finance Office of Energy & Transportation U.

Submission of Matters to a Vote of Security Holders

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) June 10, 2022 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 N

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. )

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. ) Filed by the Registrant ¨ Filed by a Party other than the Registrant ¨ Check the appropriate box: ¨ Preliminary Proxy Statement ¨ Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) ¨ Defin

Financial Statements and Exhibits, Results of Operations and Financial Condition

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 4, 2022 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 Empl

Booking Holdings Reports Financial Results for 1st Quarter 2022

Exhibit 99.1 Booking Holdings Reports Financial Results for 1st Quarter 2022 NORWALK, CT ? May 4, 2022. . . Booking Holdings Inc. (NASDAQ: BKNG) today reported its 1st quarter 2022 financial results. First quarter gross travel bookings for Booking Holdings Inc. (the "Company," "Booking Holdings," "we," "our," or "us"), which refers to the total dollar value, generally inclusive of taxes and fees,

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) ? QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended March 31, 2022 OR ? TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number: 1-36691 Booking Hol

Sumit Singh, CEO of Chewy, Inc., Nominated for Election to the Booking Holdings Board of Directors

EXHIBIT 99.1 Sumit Singh, CEO of Chewy, Inc., Nominated for Election to the Booking Holdings Board of Directors NORWALK, Conn., April 26, 2022 - The Board of Directors of Booking Holdings Inc. (NASDAQ: BKNG) today announced that it has nominated Sumit Singh, Chief Executive Officer of Chewy, Inc. - a leading online destination for pet parents and partners - for election to the Board at the company

Regulation FD Disclosure, Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers, Financial Statements and Exhibits

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) April 26, 2022 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 E

COURTESY PDF OF PROXY STATEMENT

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 SCHEDULE 14A PROXY STATEMENT PURSUANT TO SECTION 14(a) OF THE SECURITIES EXCHANGE ACT OF 1934 (Amendment No. )

DEFA14A 1 lbkng2022defa14a.htm BOOKING HOLDINGS INC. - DEFA14A UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 SCHEDULE 14A PROXY STATEMENT PURSUANT TO SECTION 14(a) OF THE SECURITIES EXCHANGE ACT OF 1934 (Amendment No. ) Filed by the Registrant Filed by a Party other than the Registrant Check the appropriate box: Preliminary Proxy Statement Confidential, for Use of the Commi

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 SCHEDULE 14A PROXY STATEMENT PURSUANT TO SECTION 14(a) OF THE SECURITIES EXCHANGE ACT OF 1934 (Amendment No. )

DEF 14A 1 lbkng2022def14a.htm BOOKING HOLDINGS INC. - DEF 14A UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 SCHEDULE 14A PROXY STATEMENT PURSUANT TO SECTION 14(a) OF THE SECURITIES EXCHANGE ACT OF 1934 (Amendment No. ) Filed by the Registrant Filed by a Party other than the Registrant Check the appropriate box: Preliminary Proxy Statement Confidential, for Use of the Commis

Other Events

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) March 11, 2022 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 E

Regulation FD Disclosure

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) March 8, 2022 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 Em

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended: December 31, 2021 Commission File No.: 1-36691 Booking H

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended: December 31, 2021 Commission File No.: 1-36691 Booking Holdings Inc. (Exact name of Registrant as specified in its charter) Delaware 06-1528493 (State or other jurisdiction of incorporation or organization)

DESCRIPTION OF THE REGISTRANT'S SECURITIES REGISTERED PURSUANT TO SECTION 12 OF THE SECURITIES EXCHANGE ACT OF 1934 Description of the 0.500% Senior Notes due March 2028

Exhibit 4.27 DESCRIPTION OF THE REGISTRANT'S SECURITIES REGISTERED PURSUANT TO SECTION 12 OF THE SECURITIES EXCHANGE ACT OF 1934 Description of the 0.500% Senior Notes due March 2028 The following description of our 0.500% Senior Notes due March 2028 (the "notes") is a summary and does not purport to be complete. It is subject to and qualified in its entirety by reference to the indenture, dated a

Financial Statements and Exhibits, Results of Operations and Financial Condition

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) February 23, 2022 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) (IR

LIST OF SUBSIDIARIES AS OF DECEMBER 31, 2021* Name Jurisdiction of Incorporation Percent Ownership Agoda Company Pte. Ltd. Singapore 100% Booking.com B.V. The Netherlands 100% Booking.com Holding B.V. The Netherlands 100% KAYAK Software Corporation D

Exhibit 21 LIST OF SUBSIDIARIES AS OF DECEMBER 31, 2021* Name Jurisdiction of Incorporation Percent Ownership Agoda Company Pte.

AMENDMENT NO. 3 Dated as of December 22, 2021 CREDIT AGREEMENT Dated as of August 14, 2019

EXHIBIT 10.29 EXECUTION COPY AMENDMENT NO. 3 Dated as of December 22, 2021 to CREDIT AGREEMENT Dated as of August 14, 2019 THIS AMENDMENT NO. 3 (this ?Amendment?) is made as of December 22, 2021 by and among Booking Holdings Inc., a Delaware corporation (the ?Company?) and JPMorgan Chase Bank, N.A., as Administrative Agent (the ?Administrative Agent?), under that certain Credit Agreement dated as

DESCRIPTION OF THE REGISTRANT'S SECURITIES REGISTERED PURSUANT TO SECTION 12 OF THE SECURITIES EXCHANGE ACT OF 1934 Description of the 0.100% Senior Notes due March 2025

Exhibit 4.26 DESCRIPTION OF THE REGISTRANT'S SECURITIES REGISTERED PURSUANT TO SECTION 12 OF THE SECURITIES EXCHANGE ACT OF 1934 Description of the 0.100% Senior Notes due March 2025 The following description of our 0.100% Senior Notes due March 2025 (the "notes") is a summary and does not purport to be complete. It is subject to and qualified in its entirety by reference to the indenture, dated a

Booking Holdings Reports Financial Results for 4th Quarter and Full-Year 2021

Exhibit 99.1 Booking Holdings Reports Financial Results for 4th Quarter and Full-Year 2021 NORWALK, CT ? February 23, 2022. . . Booking Holdings Inc. (NASDAQ: BKNG) today reported its 4th quarter and full-year 2021 financial results. Fourth quarter gross travel bookings for Booking Holdings Inc. (the "Company," "Booking Holdings," "we," "our," or "us"), which refers to the total dollar value, gene

BKNG / Booking Holdings Inc / VANGUARD GROUP INC - SCHEDULE 13G/A Passive Investment

SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Schedule 13G Under the Securities Exchange Act of 1934 (Amendment No.: 7)* Name of issuer: Booking Holdings Inc. Title of Class of Securities: Common Stock CUSIP Number: 09857L108 Date of Event Which Requires Filing of this Statement: December 31, 2021 Check the appropriate box to designate the rule pursuant to which this Schedule is filed:

Regulation FD Disclosure, Financial Statements and Exhibits

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) December 30, 2021 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) (IR

Booking Holdings Completes the Acquisition of Getaroom

EXHIBIT 99.1 Booking Holdings Completes the Acquisition of Getaroom NORWALK, Conn., December 30, 2021- Booking Holdings Inc. (NASDAQ: BKNG) today announced that it has successfully completed its previously announced plan to acquire Getaroom from Court Square Capital Partners for approximately $1.2 billion. Getaroom is a B2B distributor of hotel rooms, and will roll into Booking Holdings' Priceline

Other Events

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) December 10, 2021 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) (IR

Booking Holdings Enters Into An Agreement With CVC Capital Partners To Acquire Etraveli Group

EXHIBIT 99.1 Booking Holdings Enters Into An Agreement With CVC Capital Partners To Acquire Etraveli Group NORWALK, Conn., November 23, 2021-Booking Holdings Inc. (NASDAQ: BKNG) today announced that it has entered into an agreement with funds managed by CVC Capital Partners (?CVC?) to acquire global flight booking provider, Etraveli Group, for approximately ?1.63 billion. Completion of the acquisi

Regulation FD Disclosure, Financial Statements and Exhibits

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) November 23, 2021 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) (IR

Booking Holdings Enters Into Agreement To Acquire Getaroom

EXHIBIT 99.1 Booking Holdings Enters Into Agreement To Acquire Getaroom NORWALK, Conn., November 12, 2021-Booking Holdings Inc. (NASDAQ: BKNG) today announced that it has entered into an agreement to acquire B2B distributor of hotel rooms, Getaroom, from Court Square Capital Partners for approximately $1.2 billion. Completion of the acquisition is subject to customary closing conditions, including

Regulation FD Disclosure, Financial Statements and Exhibits

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) November 12, 2021 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) (IR

APPENDIX A

Mr. Paulo Pisano c/o Booking.com International B.V. Herengracht 597 1017 CE Amsterdam, The Netherlands Re: Appointment as CHRO of Booking Holdings Inc. Dear Paulo: This letter agreement (?Agreement?) serves to supplement your employment agreement with Booking.com International B.V. (?Booking.com?), dated December 4, 2019 (the ?Employment Agreement?), and sets forth the terms and conditions relatin

Financial Statements and Exhibits, Results of Operations and Financial Condition

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) November 3, 2021 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

Booking Holdings Reports Financial Results for 3rd Quarter 2021

EX-99.1 2 ex99193021.htm EX-99.1 Exhibit 99.1 Booking Holdings Reports Financial Results for 3rd Quarter 2021 NORWALK, CT – November 3, 2021. . . Booking Holdings Inc. (NASDAQ: BKNG) today reported its 3rd quarter 2021 financial results. Third quarter gross travel bookings for Booking Holdings Inc. (the "Company," "Booking Holdings," "we," "our" or "us"), which refers to the total dollar value, ge

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) ? QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended September 30, 2021 OR ? TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number: 1-36691 Booking

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) ? QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended June 30, 2021 OR ? TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number: 1-36691 Booking Hold

Financial Statements and Exhibits, Results of Operations and Financial Condition

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) August 4, 2021 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 E

Booking Holdings Reports Financial Results for 2nd Quarter 2021

Exhibit 99.1 Booking Holdings Reports Financial Results for 2nd Quarter 2021 NORWALK, CT ? August 4, 2021. . . Booking Holdings Inc. (NASDAQ: BKNG) today reported its 2nd quarter 2021 financial results. Second quarter gross travel bookings for Booking Holdings Inc. (the "Company," "Booking Holdings," "we," "our" or "us"), which refers to the total dollar value, generally inclusive of taxes and fee

Amended and Restated By-laws of Booking Holdings Inc. (incorporated herein by reference to Exhibit 3.2 to Booking Holdings Inc.’s Current Report on Form 8-K filed on June 4, 2021 (File No. 001-36691)).

EXHIBIT 3.2 BY-LAWS OF BOOKING HOLDINGS INC. (hereinafter called the ?Corporation?) ARTICLE I OFFICES Section 1. Registered Office. The registered office of the Corporation shall be in the City of Wilmington, County of New Castle, State of Delaware. Section 2. Other Offices. The Corporation may also have offices at such other places both within and without the State of Delaware as the Board of Dir

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers, Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year, Financial Statements and Exhibits, Submission of Matters to a Vote of Security Holders

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) June 3, 2021 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 Nu

Booking Holdings Inc. 1999 Omnibus Plan (As Amended and Restated Effective June 3, 2021)

EXHIBIT 99.1 Booking Holdings Inc. 1999 Omnibus Plan (As Amended and Restated Effective June 3, 2021) 1. Establishment and Purpose. The Booking Holdings Inc. 1999 Omnibus Plan (the ?Plan?) is hereby amended and restated in its entirety, effective as of June 3, 2021. The Plan is intended to promote the interests of Booking Holdings Inc. (the ?Company?) by providing employees of the Company with app

Certificate of Amendment to the Restated Certificate of Incorporation of Booking Holdings Inc. (incorporated herein by reference to Exhibit 3.1 to Booking Holdings Inc.’s Current Report on Form 8-K filed on June 4, 2021 (File No. 001-36691)).

EXHIBIT 3.1 CERTIFICATE OF AMENDMENT OF THE RESTATED CERTIFICATE OF INCORPORATION OF BOOKING HOLDINGS INC. Pursuant to Section 242 of the General Corporation Law of the State of Delaware Booking Holdings Inc. (the ?Corporation?), a corporation organized and existing under the laws of the State of Delaware, does hereby certify: FIRST: The sixth paragraph of Article Fifth of the Restated Certificate

Other Events

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) June 4, 2021 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 Nu

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Main Post Office, P.O. Box 751 www.asyousow.org Berkeley, CA 94704 BUILDING A SAFE, JUST, AND SUSTAINABLE WORLD SINCE 1992 Notice of Exempt Solicitation Pursuant to Rule 14a-103 Name of the Registrant: Booking Holdings, Inc. (BKNG) Name of persons relying on exemption: As You Sow Address of persons relying on exemption: Main Post Office, P.O. Box 751, Berkeley, CA 94701 Written materials are submi

- DEFA14A

DEFA14A 1 tm2115072d1defa14a.htm DEFA14A UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. ) Filed by the Registrant x Filed by a Party other than the Registrant ¨ Check the appropriate box: ¨ Preliminary Proxy Statement ¨ Confidential, for Use of the Commission Only (

Financial Statements and Exhibits, Results of Operations and Financial Condition

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, 2021 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 Empl

Booking Holdings Reports Financial Results for 1st Quarter 2021

Exhibit 99.1 Booking Holdings Reports Financial Results for 1st Quarter 2021 NORWALK, CT ? May 5, 2021. . . Booking Holdings Inc. (NASDAQ: BKNG) today reported its 1st quarter 2021 financial results. First quarter gross travel bookings for Booking Holdings Inc. (the "Company," "Booking Holdings," "we," "our" or "us"), which refers to the total dollar value, generally inclusive of taxes and fees, o

Quarterly Report - 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) ? QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended March 31, 2021 OR ? TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number: 1-36691 Booking Hol

- BOOKING HOLDINGS INC. - DEFA14A

DEFA14A 1 lbkng2021defa14a.htm BOOKING HOLDINGS INC. - DEFA14A UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. ) Filed by the Registrant Filed by a Party other than the Registrant Check the appropriate box: Preliminary Proxy Statement CONFIDENTIAL, FOR USE OF THE COM

COURTESY PDF OF PROXY STATEMENT

THURSDAY JUNE 3, 2021 11:00 ET Notice of Annual Stockholders’ Meeting and Proxy Statement 2021 •••••••••• • •••••••••• • •••••••••• • •••••••••• • •••••••••• • •••••••••• • •••••••••• • •••••••••• • •••••••••• • •••••••••• • •••••••••• • •••••••••• • •••••••••• • •••••••••• • •••••••••• • •••••••••• • •••••••••• • •••••••••• • •••••••••• • •••••••••• • •••••••••• • •••••••••• • •••••••••• • ••••••

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. ) Filed by the Registrant Filed by a Party other than the Registrant

DEF 14A 1 lbkng2021def14a.htm BOOKING HOLDINGS INC. - DEF 14A UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. ) Filed by the Registrant Filed by a Party other than the Registrant Check the appropriate box: Preliminary Proxy Statement CONFIDENTIAL, FOR USE OF THE COMM

- BOOKING HOLDINGS INC. - PRE 14A

PRE 14A 1 lbkng2021pre14a.htm BOOKING HOLDINGS INC. - PRE 14A UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. ) Filed by the Registrant Filed by a Party other than the Registrant Check the appropriate box: Preliminary Proxy Statement CONFIDENTIAL, FOR USE OF THE COMM

- 8-A12B

8-A12B 1 tm219840d18a12b.htm 8-A12B UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-A FOR REGISTRATION OF CERTAIN CLASSES OF SECURITIES PURSUANT TO SECTION 12(b) OR 12(g) OF THE SECURITIES EXCHANGE ACT OF 1934 Booking Holdings Inc. (Exact Name of Registrant as Specified in its Charter) Delaware 06-1528493 (State of Incorporation or Organization) (I.R.S. Employer Iden

Other Events

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) March 9, 2021 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 Em

Entry into a Material Definitive Agreement, Financial Statements and Exhibits, Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant, Other Events

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) March 3, 2021 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 Em

2.5 Officers’ Certificate, dated March 8, 2021, with respect to the 0.500% Senior Notes due 2028 issued pursuant to the Base Indenture (incorporated herein by reference to Exhibit 4.4 to our Current Report on Form 8-K filed with the Commission on March 8, 2021).

Exhibit 4.4 EXECUTION VERSION BOOKING HOLDINGS INC. OFFICERS? CERTIFICATE PURSUANT TO SECTIONS 2.02 AND 10.04 OF THE INDENTURE March 8, 2021 David I. Goulden and Peter J. Millones do hereby certify that they are the Executive Vice President and Chief Financial Officer, and the Executive Vice President and General Counsel, respectively, of Booking Holdings Inc., a Delaware corporation formerly know

Agency Agreement, dated as of March 8, 2021, by and between Booking Holdings Inc., as issuer, Elavon Financial Services DAC, UK Branch, as paying agent, and U.S. Bank National Association, as transfer agent, registrar and trustee.

Exhibit 4.5 Dated march 8, 2021 ISSUER BOOKING HOLDINGS INC. PAYING AGENT Elavon Financial Services DAC, UK Branch TRANSFER AGENT U.S. Bank National Association REGISTRAR U.S. Bank National Association - and - TRUSTEE U.S. Bank National Association AGENCY AGREEMENT relating to Notes issued under a prospectus supplement dated March 3, 2021 Contents Clause Page 1. INTERPRETATION 3 2. APPOINTMENT OF

2.4 Officers’ Certificate, dated March 8, 2021, with respect to the 0.100% Senior Notes due 2025 issued pursuant to the Base Indenture (incorporated herein by reference to Exhibit 4.3 to our Current Report on Form 8-K filed with the Commission on March 8, 2021).

Exhibit 4.3 EXECUTION VERSION BOOKING HOLDINGS INC. OFFICERS? CERTIFICATE PURSUANT TO SECTIONS 2.02 AND 10.04 OF THE INDENTURE March 8, 2021 David I. Goulden and Peter J. Millones do hereby certify that they are the Executive Vice President and Chief Financial Officer, and the Executive Vice President and General Counsel, respectively, of Booking Holdings Inc., a Delaware corporation formerly know

2.2 Form of the Registrant’s 0.500% Senior Note Due 2028 (incorporated herein by reference to Exhibit 4.2 to our Current Report on Form 8-K filed with the Commission on March 8, 2021).

Exhibit 4.2 [FACE OF NOTE] UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF EUROCLEAR BANK S.A./N.V. (?EUROCLEAR?), OR CLEARSTREAM BANKING, SOCI?T? ANONYME (?CLEARSTREAM?), TO THE COMPANY OR ITS AGENT FOR REGISTRATION OF TRANSFER, EXCHANGE OR PAYMENT, AND ANY CERTIFICATE ISSUED IS REGISTERED IN THE NAME OF ITS AUTHORIZED NOMINEE, OR SUCH OTHER NAME AS IS REQUESTED BY AN AUTH

2.1 Form of the Registrant’s 0.100% Senior Note Due 2025 (incorporated herein by reference to Exhibit 4.1 to our Current Report on Form 8-K filed with the Commission on March 8, 2021).

Exhibit 4.1 [FACE OF NOTE] UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF EUROCLEAR BANK S.A./N.V. (?EUROCLEAR?), OR CLEARSTREAM BANKING, SOCI?T? ANONYME (?CLEARSTREAM?), TO THE COMPANY OR ITS AGENT FOR REGISTRATION OF TRANSFER, EXCHANGE OR PAYMENT, AND ANY CERTIFICATE ISSUED IS REGISTERED IN THE NAME OF ITS AUTHORIZED NOMINEE, OR SUCH OTHER NAME AS IS REQUESTED BY AN AUTH

Underwriting Agreement, dated March 3, 2021, among Booking Holdings Inc. and BNP Paribas, Citigroup Global Markets Limited and Deutsche Bank AG, London Branch, as representatives of the several underwriters named in Schedule II thereto.

Exhibit 1.1 Execution Version BOOKING HOLDINGS INC. ?950,000,000 0.100% Senior Notes due 2025 ?750,000,000 0.500% Senior Notes due 2028 Underwriting Agreement New York, New York March 3, 2021 BNP Paribas Citigroup Global Markets Limited Deutsche Bank AG, London Branch as representatives of the several underwriters named in Schedule II hereto c/o BNP Paribas 16, boulevard des Italiens 75009 Paris F

CALCULATION OF REGISTRATION FEE

TABLE OF CONTENTS Filed Pursuant to Rule 424(b)(5) Registration No. 333-242118 CALCULATION OF REGISTRATION FEE Title of Each Class of Securities to be Registered Amount to be Registered Maximum Offering Price per Unit Maximum Aggregate Offering Price Amount of Registration Fee(1) 0.100% Senior Notes due 2025 $ 1,145,225,000 99.976% $ 1,144,950,146 $ 124,914.06 0.500% Senior Notes due 2028 $ 904,12