Material Agreement Form 8 K

Item 1.01 Entry into a Material Definitive Agreement.

Senior Notes

On November 21, 2024, Booking Holdings Inc. (the "Company") executed three Officers' Certificates (the "Officers' Certificates"), in accordance with Sections 2.02 and 10.04 of the Indenture dated August 8, 2017 (the "Base Indenture" and, together with the Officers' Certificates, the "Indenture") between the Company and U.S. Bank Trust Company, National Association (as successor in interest to U.S. Bank National Association), as trustee (the "Trustee") and registrar, in connection with the sale of €600,000,000 aggregate principal amount of the Company's 3.250% Senior Notes due 2032 (the "2032 Notes"), €500,000,000 aggregate principal amount of the Company's 3.750% Senior Notes due 2037 (the "2037 Notes"), and €700,000,000 aggregate principal amount of the Company's 3.875% Senior Notes due 2045 (the "2045 Notes" and, together with the 2032 Notes and the 2037 Notes, the "Senior Notes"). The 2032 Notes will mature on November 21, 2032, the 2037 Notes will mature on November 21, 2037, and the 2045 Notes will mature on March 21, 2045, in each case unless earlier redeemed or repurchased. The Senior Notes are the Company's general senior unsecured obligations and rank equally with the Company's other senior unsecured obligations. Pursuant to an Agency Agreement dated as of November 21, 2024 (the "Agency Agreement") relating to the Senior Notes, the Company has appointed U.S. Bank Europe DAC, UK Branch, to act as paying agent for the Senior Notes and U.S. Bank Trust Company, National Association to act as transfer agent for the Senior Notes.

The Company will pay interest on the 2032 Notes at an annual rate of 3.250% payable on November 21 of each year, beginning on November 21, 2025. The Company will pay interest on the 2037 Notes at an annual rate of 3.750% payable on November 21 of each year, beginning on November 21, 2025. The Company will pay interest on the 2045 Notes at an annual rate of 3.875% payable on March 21 of each year, beginning on March 21, 2025.

Prior to August 21, 2032, the date that is three months prior to the maturity date of the 2032 Notes (the "2032 Notes Par Call Date"), the Company may redeem some or all of the 2032 Notes at a redemption price equal to the greater of the following amounts plus, in each case, accrued and unpaid interest thereon, if any, to, but excluding, the redemption date: (1) 100% of the aggregate principal amount of the 2032 Notes to be redeemed and (2) the sum of the present values of the remaining scheduled payments of principal and interest on the 2032 Notes to be redeemed that would be due if such 2032 Notes matured on the 2032 Notes Par Call Date, not including any portion of the payments of interest accrued to the date of redemption, discounted to such redemption date on an annual basis at the Comparable Government Bond Rate (as defined in the Officers' Certificate relating to the 2032 Notes), plus 20 basis points. The Company may also redeem some or all of the 2032 Notes on or after the 2032 Notes Par Call Date at 100% of the principal amount of the 2032 Notes, plus accrued and unpaid interest, if any, to, but excluding, the redemption date. In addition, the Company may redeem the 2032 Notes in whole but not in part, at any time at the Company's option, in the event of certain developments affecting U.S. taxation.

Prior to August 21, 2037, the date that is three months prior to the maturity date of the 2037 Notes (the "2037 Notes Par Call Date"), the Company may redeem some or all of the 2037 Notes at a redemption price equal to the greater of the following amounts plus, in each case, accrued and unpaid interest thereon, if any, to, but excluding, the redemption date: (1) 100% of the aggregate principal amount of the 2037 Notes to be redeemed and (2) the sum of the present values of the remaining scheduled payments of principal and interest on the 2037 Notes to be redeemed that would be due if such 2037 Notes matured on the 2037 Notes Par Call Date, not including any portion of the payments of interest accrued to the date of redemption, discounted to such redemption date on an annual basis at the Comparable Government Bond Rate (as defined in the Officers' Certificate relating to the 2037 Notes), plus 20 basis points. The Company may also redeem some or all of the 2037 Notes on or after the 2037 Notes Par Call Date at 100% of the principal amount of the 2037 Notes, plus accrued and unpaid interest, if any, to, but excluding, the redemption date. In addition, the Company may redeem the 2037 Notes in whole but not in part, at any time at the Company's option, in the event of certain developments affecting U.S. taxation.