Booking Holdings Inc. filed a free writing prospectus on November 9, 2026, disclosing final pricing terms for four tranches of euro-denominated senior unsecured notes totaling €3,550,000,000 in aggregate principal amount, with settlement expected on November 13, 2026.

Key Highlights

  • Four tranches priced: €1,250,000,000 of 3.950% notes due 2029, €800,000,000 of 4.375% notes due 2032, €750,000,000 of 4.750% notes due 2035, and €750,000,000 of 5.000% notes due 2038, according to the filing.
  • Settlement date: The filing states settlement is set for November 13, 2026 (T+3).
  • Expected ratings: The filing discloses expected ratings of Moody's A3 and S&P A- for the notes.
  • Net proceeds to issuer (before expenses): €1,246,037,500 for the 2029 Notes, €794,920,000 for the 2032 Notes, €746,460,000 for the 2035 Notes, and €742,830,000 for the 2038 Notes, as reported in the filing.
  • Listing intent: According to the filing, the issuer intends to apply to list the notes on the Nasdaq Exchange.
  • Issue prices: The filing states issue prices of 99.883%, 99.685%, 99.878%, and 99.444% of principal amount for the 2029, 2032, 2035, and 2038 notes, respectively.

Booking Holdings Discloses Final Terms on Euro-Denominated Multi-Tranche Note Offering

According to the free writing prospectus filed November 9, 2026, under Registration Statement No. 333-297975, Booking Holdings Inc. set final pricing terms for a four-tranche offering of SEC-registered senior unsecured euro notes. The trade date is listed as November 9, 2026, with settlement on November 13, 2026. All four tranches carry annual interest payments on November 13 of each year, commencing November 13, 2027. The filing states that global notes will be deposited with a common depository for Euroclear or Clearstream, and denominations are €100,000 and any integral multiple of €1,000 in excess thereof.

The filing discloses spreads to EUR midswap of 70 basis points for the 2029 Notes, 115 basis points for the 2032 Notes, 145 basis points for the 2035 Notes, and 170 basis points for the 2038 Notes. Reoffer yields are reported as 3.992%, 4.436%, 4.767%, and 5.063% for the respective tranches. Each tranche carries optional redemption provisions allowing the issuer to call the notes prior to specified par call dates at the greater of par or a present-value make-whole amount, plus accrued interest. The par call spread premiums are 15 basis points for the 2029 Notes, 20 basis points for the 2032 Notes, and 25 basis points for each of the 2035 and 2038 Notes, as stated in the filing.

The filing lists eleven joint book-running managers, including Banco Santander, S.A., BNP Paribas, Deutsche Bank AG London Branch, Goldman Sachs and Co. LLC, HSBC Bank plc, Citigroup Global Markets Limited, J.P. Morgan Securities plc, Merrill Lynch International, TD Global Finance unlimited company, U.S. Bancorp Investments Inc., and Standard Chartered Bank, with ICBC Standard Bank Plc named as co-manager. The filing notes that the prohibition of sales to EEA and UK retail investors is applicable, and that the MiFID II and UK MiFIR target market is eligible counterparties and professional clients only across all distribution channels.

What Was Disclosed

Booking Holdings Inc. disclosed final pricing terms for four tranches of euro senior unsecured notes totaling €3,550,000,000 in principal, with maturities in 2029, 2032, 2035, and 2038, coupons ranging from 3.950% to 5.000%, and settlement scheduled for November 13, 2026.