BKNG 424B2: Shelf registration

Filed with the SEC on · accession 0001104659-26-125292

BKNG filed a 424B2 (prospectus (offering)) with the SEC on Nov 10, 2026. Booking Holdings Inc. priced a €3.55 billion offering of four series of senior unsecured notes (2029, 2032, 2035, and 2038 maturities) under its existing shelf registration statement. The stock moved -2.6% by the first close after the filing.

Summary of the filing

Booking Holdings Inc. priced a €3.55 billion offering of four series of senior unsecured notes (2029, 2032, 2035, and 2038 maturities) under its existing shelf registration statement. The notes will be listed on the Nasdaq Bond Exchange, with net proceeds of approximately €3.53 billion before expenses.

Key details

Total aggregate principal amount of notes offeredEUR 3.5B
2029 Notes principal amountEUR 1.3B
2032 Notes principal amountEUR 800.0M
2035 Notes principal amountEUR 750.0M
2038 Notes principal amountEUR 750.0M
Total proceeds to issuer before expensesEUR 3.5B
Total underwriting discountEUR 10.7M
IssuerBooking Holdings Inc.
Joint book-running managerBNP Paribas
Joint book-running managerDeutsche Bank
Joint book-running managerGoldman Sachs & Co. LLC
Joint book-running managerHSBC
Joint book-running managerSantander
Joint book-running managerBofA Securities
Joint book-running managerCitigroup
Joint book-running managerJ.P. Morgan
Joint book-running managerTD Securities
Joint book-running managerUS Bancorp
Joint book-running managerStandard Chartered Bank
Co-managerICBC Standard Bank

How BKNG stock reacted

Close before

$163.49

Nov 9, 2026

First close after

-2.59%

$159.26

5 trading days

—

Since filing

-2.39%

$159.58

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Frequently asked questions

What did BKNG file with the SEC on Nov 10, 2026?

BKNG filed a 424B2 (Shelf registration). Booking Holdings Inc. priced a €3.55 billion offering of four series of senior unsecured notes (2029, 2032, 2035, and 2038 maturities) under its existing shelf registration statement. The notes will be listed on the Nasdaq Bond Exchange, with net proceeds of approximately €3.53 billion before expenses.

What does a shelf registration mean for BKNG stock?

New shares dilute existing holders and are often sold at a discount to the market price.

How do I read a 424B2?

The final terms of an offering of shares or bonds. Look at price, number of shares and the discount to the market price. Large offerings dilute existing shareholders.

Why are SEC filings important?

Public companies must tell the SEC about anything that can change their value — results, leadership changes, big deals, new shares, bankruptcy. Filings are the official source, often before the news. A 424B2 (prospectus (offering)): The final terms of an offering of shares or bonds.

How did BKNG stock react to this filing?

BKNG closed at $163.49 before the filing and $159.26 on Nov 10, 2026 (-2.59%).

Other BKNG SEC filings

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