Booking美股招股说明书(2026-05-06版)

Booking Holdings Inc. €600,000,000 3.500% Senior Notes due 2030€700,000,000 4.000% Senior Notes due 2034€600,000,000 4.500% Senior Notes due 2039 We are offering €600,000,000 aggregate principal amount of our 3.500% Senior Notes due 2030 (the “2030 Notes”), €700,000,000aggregate principal amount of our 4.000% Senior Notes due 2034 (the “2034 Notes”), and €600,000,000 aggregate principal amount of our4.500% Senior Notes due 2039 (the “2039 Notes” and, together with the 2030 Notes and the 2034 Notes, the “notes”). The 2030 Notes willbear interest at a rate of 3.500% per annum, payable annually in arrears on May 11 of each year, beginning May11, 2027, and will mature onMay11, 2030. The 2034 Notes will bear interest at a rate of 4.000% per annum, payable annually in arrears on May 11 of each year, beginningMay 11, 2027, and will mature on May 11, 2034. The 2039 Notes will bear interest at a rate of 4.500% per annum, payable annually in arrearson May11 of each year, beginning May11, 2027, and will mature on May11, 2039. At our option, we may redeem some or all of the notes of the applicable series prior to the applicable Par Call Date at a redemption priceequal 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 the applicable series on or after theapplicable Par Call Date at 100% of the principal amount of the notes of the applicable series, plus accrued and unpaid interest, if any. See“Description of Notes — Optional Redemption.” In addition, we may redeem the notes in whole but not in part, at any time at our option, inthe event of certain developments affecting U.S. taxation. See “Description of Notes — 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 is expresslysubordinated in right of payment to the notes; equal in right of payment with our existing and future unsecured indebtedness that is not sosubordinated; effectively subordinated to any of our secured indebtedness to the extent of the value of the assets securing such indebtedness;and structurally subordinated to all existing and future indebtedness and other liabilities and commitments (including trade payables) of oursubsidiaries. 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 on The NasdaqBond Exchange (“Nasdaq”). The listing application will be subject to approval by Nasdaq. (1)Plus accrued interest, if any, from May11, 2026. Neither the United States Securities and Exchange Commission (the “SEC”) nor any state securities commission has approved ordisapproved of these securities or passed upon the adequacy or accuracy of this prospectus supplement or the accompanying prospectus. Anyrepresentation 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”) andClearstream Banking S.A. (“Clearstream”), against payment therefor on or about May11, 2026. Santander Standard Chartered Bank Prospectus Supplement dated May5, 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