Booking美股招股说明书(2026-05-05版)

Booking Holdings Inc. €% Senior Notes due 20€% Senior Notes due 20€% Senior Notes due 20 We are offering €aggregate principal amount of our% Senior Notes due 20(the “20Notes”), €aggregateprincipal amount of our% Senior Notes due 20(the “20Notes”) and €aggregate principal amount of our%Senior Notes due 20(the “20Notes” and, together with the 20Notes and the 20Notes, the “notes”). The 20Notes willbear interest at a rate of% per annum, payable annually in arrears onof each year, beginning, 2027, andwill mature on, 20. The 20Notes will bear interest at a rate of% per annum, payable annually in arrears onof each year, beginning, 2027, and will mature on, 20. The 20Notes will bear interest at a rateof% per annum, payable annually in arrears onof each year, beginning, 2027, and will mature on, 20. At our option, we may redeem some or all of the notes of the applicable series prior to the applicable Par Call Date at aredemption price equal to 100% of their principal amount plus accrued and unpaid interest, if any, plus a specified “make-whole”premium described under “Description of Notes — Optional Redemption.” We may also redeem some or all of the notes of theapplicable series on or after the applicable Par Call Date at 100% of the principal amount of the notes of the applicable series, plusaccrued and unpaid interest, if any. See “Description of Notes — Optional Redemption.” In addition, we may redeem the notes inwhole but not in part, at any time at our option, in the event of certain developments affecting U.S. taxation. See “Description ofNotes — Redemption for Tax Reasons.” The notes will be our senior unsecured obligations and will rank senior in right of payment to any future indebtedness that isexpressly subordinated in right of payment to the notes; equal in right of payment with our existing and future unsecuredindebtedness that is not so subordinated; effectively subordinated to any of our secured indebtedness to the extent of the value of theassets securing such indebtedness; and structurally subordinated to all existing and future indebtedness and other liabilities andcommitments (including trade payables) of our subsidiaries. See “Description of Notes — Ranking.” Each series of the notes is a new issue of securities with no established trading market. We intend to apply to list the notes onThe Nasdaq Bond Exchange (“Nasdaq”). The listing application will be subject to approval by Nasdaq. Neither the United States Securities and Exchange Commission (the “SEC”) nor any state securities commission has approvedor disapproved of these securities or passed upon the adequacy or accuracy of this prospectus supplement or the accompanyingprospectus. Any representation to the contrary is a criminal offense. Delivery of the notes is expected to be made in book-entry form through the facilities of Euroclear Bank SA/NV (“Euroclear”)and Clearstream Banking S.A. (“Clearstream”), against payment therefor on or about, 2026. Santander , 2026 TABLE OF CONTENTS Prospectus Supplement PageABOUT THIS PROSPECTUS SUPPLEMENTS-ivCAUTIONARY STATEMENT CONCERNING FORWARD-LOOKING STATEMENTSS-vSUMMARYS-1RISK FACTORSS-6USE OF PROCEEDSS-9DESCRIPTION OF NOTESS-10TAXATIONS-27UNDERWRITINGS-33VALIDITY OF THE NOTESS-39EXPERTSS-40WHERE YOU CAN FIND MORE INFORMATIONS-41 Prospectus ABOUT THIS PROSPECTUS1BOOKING HOLDINGS INC.2RISK FACTORS3CAUTIONARY STATEMENT CONCERNING FORWARD-LOOKING STATEMENTS4USE OF PROCEEDS5DESCRIPTION OF COMMON STOCK6DESCRIPTION OF DEBT SECURITIES7DESCRIPTION OF PREFERRED STOCK16DESCRIPTION OF WARRANTS17DESCRIPTION OF DEPOSITARY SHARES18DESCRIPTION OF UNITS19PLAN OF DISTRIBUTION20LEGAL MATTERS22EXPERTS22WHERE YOU CAN FIND MORE INFORMATION23 The notes are being offered for sale only in jurisdictions where it is lawful to make such offers. Thedistribution of this prospectus supplement and the accompanying prospectus and the offering of the notes incertain jurisdictions may be restricted by law. Persons outside the United States who receive this prospectussupplement and the accompanying prospectus should inform themselves about and observe any suchrestrictions. This prospectus supplement and the accompanying prospectus do not constitute, and may not beused in connection with, an offer or solicitation by anyone in any jurisdiction in which such offer orsolicitation is not authorized or in which the person making such offer or solicitation is not authorized or inwhich the person making such offer or solicitation is not qualified to do so or to any person to whom it isunlawful to make such offer or solicitation. See “Underwriting — Sales Outside the United States.” Notice to Prospective Investors in the European Economic Area Neither this prospectus supplement nor the accompanying prospectus is a prospectus for the purposesof Regulation (EU) 2017/1129 (as amended, the “Prospectus Regulation”). PRIIPs Regulation / Prohibition of sales to EEA retail investors The notes are not intended to be offered, sold or o