Form 8-K

8-K — Booking Holdings Inc.

Accession: 0001104659-26-057239

Filed: 2026-05-07

Period: 2026-05-05

CIK: 0001075531

SIC: 4700 (TRANSPORTATION SERVICES)

Item: Entry into a Material Definitive Agreement

Item: Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant

Item: Other Events

Item: Financial Statements and Exhibits

Documents

8-K — tm2613920d1_8k.htm (Primary)

EX-1.1 — EXHIBIT 1.1 (tm2613920d1_ex1-1.htm)

EX-4.1 — EXHIBIT 4.1 (tm2613920d1_ex4-1.htm)

EX-4.2 — EXHIBIT 4.2 (tm2613920d1_ex4-2.htm)

EX-5.1 — EXHIBIT 5.1 (tm2613920d1_ex5-1.htm)

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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the Securities

Exchange Act of 1934

Date of Report (Date of earliest event reported)

May 5, 2026

Booking Holdings Inc.

(Exact name of registrant as specified in its charter)

Delaware

1-36691

06-1528493

(State or other Jurisdiction of

Incorporation)

(Commission File Number)

(IRS Employer Identification No.)

800 Connecticut Avenue

Norwalk

Connecticut

06854

(Address of principal executive offices)

(zip code)

Registrant's telephone number, including area code:

(203) 299-8000

N/A

(Former name or former address, if changed since

last report)

Check the appropriate box below if the Form 8-K

filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

¨ Written

communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

¨ Soliciting

material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities Registered Pursuant to Section 12(b)

of the Act:

Title of Each Class:

Trading Symbol

Name of Each Exchange on which

Registered:

Common Stock par value $0.008 per share

BKNG

The NASDAQ Global Select Market

4.000% Senior Notes Due 2026

BKNG 26

The NASDAQ Stock Market LLC

1.800% Senior Notes Due 2027

BKNG 27

The NASDAQ Stock Market LLC

0.500% Senior Notes Due 2028

BKNG 28

The NASDAQ Stock Market LLC

3.625% Senior Notes Due 2028

BKNG 28A

The NASDAQ Stock Market LLC

4.250% Senior Notes Due 2029

BKNG 29

The NASDAQ Stock Market LLC

3.500% Senior Notes Due 2029

BKNG 29A

The NASDAQ Stock Market LLC

3.000% Senior Notes Due 2030

BKNG 30

The NASDAQ Stock Market LLC

3.125% Senior Notes Due 2031

BKNG 31A

The NASDAQ Stock Market LLC

4.500% Senior Notes Due 2031

BKNG 31

The NASDAQ Stock Market LLC

3.625% Senior Notes Due 2032

BKNG 32

The NASDAQ Stock Market LLC

3.250% Senior Notes Due 2032

BKNG 32A

The NASDAQ Stock Market LLC

4.125% Senior Notes Due 2033

BKNG 33

The NASDAQ Stock Market LLC

4.750% Senior Notes Due 2034

BKNG 34

The NASDAQ Stock Market LLC

3.625% Senior Notes Due 2035

BKNG 35

The NASDAQ Stock Market LLC

3.750% Senior Notes Due 2036

BKNG 36

The NASDAQ Stock Market LLC

3.750% Senior Notes Due 2037

BKNG 37

The NASDAQ Stock Market LLC

4.125% Senior Notes Due 2038

BKNG 38

The NASDAQ Stock Market LLC

4.000% Senior Notes Due 2044

BKNG 44

The NASDAQ Stock Market LLC

3.875% Senior Notes Due 2045

BKNG 45

The NASDAQ Stock Market LLC

4.500% Senior Notes Due 2046

BKNG 46

The NASDAQ Stock Market LLC

Indicate by check mark whether the registrant

is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the

Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company ¨

If an emerging growth company, indicate by check mark if the registrant

has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant

to Section 13(a) of the Exchange Act. ¨

Item 1.01 Entry into a Material Definitive Agreement.

Senior Notes

On May 7, 2026, Booking Holdings Inc. (the “Company”)

executed an Officers’ Certificate (the “Officers’ Certificate”), in accordance with Sections 2.02 and 10.04

of the Indenture dated August 8, 2017 (the “Base Indenture” and, together with the Officers’ Certificate, 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 $750,000,000 aggregate

principal amount of the Company’s 5.375% Senior Notes due 2036 (the “Senior Notes”). The Senior Notes will mature

on May 7, 2036, 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.

The Company will pay interest on the Senior Notes

at a semi-annual rate of 5.375% payable on May 7 and November 7 of each year, beginning on November 7, 2026.

Prior to February 7, 2036, the date that is three

months prior to the maturity date of the Senior Notes (the “Par Call Date”), the Company may redeem some or all of

the Senior 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 Senior Notes to be redeemed and (2)

the sum of the present values of the remaining scheduled payments of principal and interest on the Senior Notes to be redeemed that would

be due if such Senior Notes matured on the Par Call Date, not including any portion of the payments of interest accrued to the date of

redemption, discounted to such redemption date on a semi-annual basis at the Treasury Rate (as defined in the Officers’ Certificate),

plus 15 basis points. The Company may also redeem some or all of the Senior Notes on or after the Par Call Date at 100% of the principal

amount of the Senior Notes, plus accrued and unpaid interest, if any, to, but excluding, the redemption date.

The Indenture contains customary events of default with respect to

the Senior Notes, including failure to make required payments, failure to comply with certain agreements or covenants, acceleration of

certain other indebtedness, and certain events of bankruptcy and insolvency. Events of default under the Indenture arising from certain

events of bankruptcy or insolvency will automatically cause the acceleration of the amounts due under the Senior Notes. If any other event

of default under the Indenture occurs and is continuing with respect to a series of Senior Notes, the Trustee or the holders of at least

25% in aggregate principal amount of the then outstanding Senior Notes of such series may declare the acceleration of the amounts due

under the Senior Notes of such series.

The foregoing description of the Senior Notes is qualified in its entirety

by reference to the full text of the Base Indenture, which was previously filed as Exhibit 4.4 to the Company’s shelf registration

statement on Form S-3 (Registration File No. 333-273678) (the “Registration Statement”), the Form of Senior Note, which

is filed as Exhibit 4.1, the Officers’ Certificate relating to the Senior Notes, which is filed as Exhibit 4.2, each of which is

incorporated by reference.

Item 2.03 Creation of a Direct Financial Obligation or an Obligation Under an Off-Balance Sheet Arrangement of the Registrant.

The information set forth under Item 1.01 of this Current Report on

Form 8-K is incorporated by reference.

Item 8.01 Other Events.

Senior Notes Offering

May 5, 2026, the Company entered into an underwriting agreement (the “Underwriting Agreement”) with Citigroup Global

Markets Inc., Deutsche Bank Securities Inc., Goldman Sachs & Co. LLC and J.P. Morgan Securities LLC, as representatives of the several

underwriters named in Schedule II thereto (the “Underwriters”), pursuant to which the Company agreed to issue and sell

to the Underwriters $750,000,000 aggregate principal amount of Senior Notes in a registered public offering (the “Offering”).

The Offering was consummated pursuant to the Company’s Registration Statement. The Underwriting Agreement is filed as Exhibit

1.1, and is incorporated by reference.

The Opinion of Cravath, Swaine & Moore LLP

with respect to the validity of the Senior Notes is filed as Exhibit 5.1, and is incorporated by reference.

This Current Report on Form 8-K and the exhibits hereto are incorporated

by reference into the Registration Statement.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits

Exhibit

Description

1.1*

Underwriting Agreement, dated May 5, 2026, among Booking Holdings Inc., Citigroup Global Markets Inc., Deutsche Bank Securities Inc., Goldman Sachs & Co. LLC and J.P. Morgan Securities LLC, as representatives of the several underwriters named in Schedule II thereto.

4.1

Form of 5.375% Senior Note due 2036.

4.2*

Officers’ Certificate, dated May 7, 2026, with respect to the 5.375% Senior Note due 2036 issued pursuant to the Base Indenture.

5.1

Opinion of Cravath, Swaine & Moore LLP, relating to the Senior Notes.

23.1

Consent of Cravath, Swaine & Moore LLP (included as part of Exhibit 5.1 to this Current Report).

104

Cover Page Interactive Data File - the cover page interactive data file does not appear in the Interactive Data File because its XBRL tags are embedded within the Inline XBRL document.

*Schedules or similar attachments have been omitted pursuant to Item

601(a)(5) of Regulation S-K. The Company hereby undertakes to furnish copies of any of the omitted schedules or similar attachments upon

request by the Securities and Exchange Commission.

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934,

the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

BOOKING HOLDINGS

INC.

By:

/s/

Peter J. Millones

Name:

Peter J. Millones

Title:

Executive Vice President and

General Counsel

Date: May 7, 2026

EX-1.1 — EXHIBIT 1.1

EX-1.1

Filename: tm2613920d1_ex1-1.htm · Sequence: 2

Exhibit 1.1

BOOKING

HOLDINGS INC.

$750,000,000 5.375% Senior Notes due 2036

Underwriting Agreement

New York, New York

May 5, 2026

Citigroup Global Markets Inc.

Deutsche Bank Securities Inc.

Goldman Sachs & Co. LLC

J.P. Morgan Securities LLC

as representatives of the several underwriters named in Schedule II

hereto

c/o Citigroup Global Markets

Inc.

388 Greenwich Street

New York, New York 10013

c/o Deutsche Bank Securities Inc.

1 Columbus Circle

New York, New York 10019

c/o Goldman Sachs & Co. LLC

200 West Street

New York, New York 10282-2198

c/o J.P. Morgan Securities LLC

270 Park Avenue

New York, New York 10017

Ladies and Gentlemen:

Booking Holdings

Inc., a Delaware corporation (the “Company”), proposes to sell to the several underwriters named in Schedule II hereto

(the “Underwriters”), for whom Citigroup Global Markets Inc., Deutsche Bank Securities Inc., Goldman Sachs &

Co. LLC, and J.P. Morgan Securities LLC (the “Representatives”) are acting as representatives, the aggregate principal

amount of 5.375% Senior Notes due 2036 (the “Securities”) of the Company set forth in Schedule I hereto. The Securities

are to be issued under an indenture dated as of August 8, 2017 (the “Base Indenture” and, as amended and supplemented

(including, without limitation, by the officers’ certificates detailing the terms of the Securities pursuant to the authority granted

by a resolution of the board of directors (or an authorized committee thereof) of the Company (the “Authorizing 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”). To the extent there are no additional Underwriters listed

on Schedule II other than you, the term Representatives as used herein shall mean you, as Underwriters, and the term Underwriters

shall mean either the singular or plural as the context requires. The use of the neuter in this underwriting agreement (this “Agreement”)

shall include the feminine and masculine wherever appropriate. Any reference herein to the Registration Statement, the Base Prospectus,

any Preliminary Prospectus, or the Final Prospectus shall be deemed to refer to and include the documents incorporated by reference therein

pursuant to Item 12 of Form S-3 that were filed under the Exchange Act on or before the Effective Date of the Registration Statement

or the issue date of the Base Prospectus, any Preliminary Prospectus, or the Final Prospectus, as the case may be; and any reference herein

to the terms “amend,” “amendment,” or “supplement” with respect to the Registration Statement, the

Base Prospectus, any Preliminary Prospectus, or the Final Prospectus shall be deemed to refer to and include the filing of any document

under the Exchange Act after the Effective Date of the Registration Statement or the issue date of the Base Prospectus, any Preliminary

Prospectus, or the Final Prospectus, as the case may be, deemed to be incorporated therein by reference. Certain terms used herein are

defined in Section 19 hereof.

1. Representations and Warranties.

The Company represents and warrants to,

and agrees with, each Underwriter as set forth below in this Section 1.

(a) The Company meets the requirements

for use of Form S-3 under the Act and has prepared and filed with the Commission an automatic shelf registration statement, as defined

in Rule 405 (the file number of which is set forth in Schedule I hereto) on Form S-3, including a related base prospectus, for

registration under the Act of the offering and sale of the Securities not earlier than three years prior to the date hereof, which Registration

Statement, including any amendments thereto filed prior to the Applicable Time, became effective upon filing under the Act and no stop

order suspending the effectiveness of the Registration Statement has been issued under the Act and no proceedings for that purpose have

been instituted, are pending, or, to the knowledge of the Company, are threatened. The Company may have filed with the Commission, as

part of an amendment to the Registration Statement or pursuant to Rule 424(b), one or more Preliminary Prospectuses, each of which

has previously been furnished to you and at the time of the filing thereof with the Commission, each such Preliminary Prospectus complied

in all material respects with the requirements of the Act. The Company will file with the Commission a final prospectus supplement relating

to the Securities in accordance with Rule 424(b). As filed, such final prospectus supplement shall contain all information required

by the Act and the rules thereunder and, except to the extent the Representatives shall agree in writing to a modification, shall

be in all substantive respects in the form furnished to you prior to the Applicable Time or, to the extent not completed at the Applicable

Time, shall contain only such specific additional information and other changes (beyond that contained in the Base Prospectus and any

Preliminary Prospectus) as the Company has advised you, prior to the Applicable Time, will be included or made therein. The Registration

Statement, at the Applicable Time, meets the requirements set forth in Rule 415(a)(1)(x).

(b) On each Effective Date, the

Registration Statement did, and when the Final Prospectus is first filed (if required) in accordance with Rule 424(b) and on

the Closing Date (as defined herein) the Final Prospectus (and any supplement thereto) will, comply in all material respects with the

applicable requirements of the Act, the Exchange Act, and the Trust Indenture Act and the respective rules thereunder; on each Effective

Date, at the Applicable Time and on the Closing Date, the Registration Statement did not or will not contain any untrue statement of a

material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein not

misleading; the Final Prospectus did not as of its date and will not, as of the Closing Date, include any untrue statement of a material

fact or omit to state a material fact necessary in order to make the statements therein, in light of the circumstances under which they

were made, not misleading; and on each Effective Date and the Closing Date, the Indenture did or will comply in all material respects

with the applicable requirements of the Trust Indenture Act and the rules thereunder; provided, however, that the Company

makes no representations or warranties as to the information included in the Registration Statement or the Final Prospectus (or any supplement

thereto) in reliance upon and in conformity with information furnished in writing to the Company by or on behalf of any Underwriter through

any Representative, specifically for inclusion in the Registration Statement or the Final Prospectus (or any supplement thereto), it being

understood and agreed that the only such information furnished by or on behalf of any Underwriter consists of the information described

as such in Section 7 hereof. The documents incorporated, or to be incorporated, by reference in the Registration Statement, any Preliminary

Prospectus, or the Final Prospectus, at the time filed with the Commission conformed or will conform in all material respects to the requirements

of the Exchange Act.

neither (i) the Disclosure Package, when taken together as a whole, nor (ii) any road show that is a “written communication”

within the meaning of Rule 433(d)(8)(i), when considered together with the Disclosure Package, contains any untrue statement of a

material fact or omits to state any material fact necessary in order to make the statements therein, in the light of the circumstances

under which they were made, not misleading. The preceding sentence does not apply to statements in or omissions from the Disclosure Package

or any road show described in clause (ii) above based upon and in conformity with written information furnished to the Company by

or on behalf of any Underwriter through any Representative specifically for use therein, it being understood and agreed that the only

such information furnished by or on behalf of any Underwriter consists of the information described as such in Section 7 hereof.

(d) (i) At the time of filing

the Registration Statement, (ii) at the time of the most recent amendment thereto for the purposes of complying with Section 10(a)(3) of

the Act (whether such amendment was by post-effective amendment, incorporated report filed pursuant to Sections 13 or 15(d) of the

Exchange Act or form of prospectus), (iii) at the time the Company or any person acting on its behalf (within the meaning, for this

clause only, of Rule 163(c)) made any offer relating to the Securities in reliance on the exemption in Rule 163, and (iv) at

the Applicable Time (with such date being used as the determination date for purposes of this clause (iv)), the Company was or is (as

the case may be) a Well-Known Seasoned Issuer. The Company agrees to pay the fees required by the Commission relating to the Securities

within the time required by Rule 456(b)(1) without regard to the proviso therein and otherwise in accordance with Rules 456(b) and

457(r). The Company has not received from the Commission any notice pursuant to Rule 401(g)(2) under the Act objecting to the

use of the automatic shelf registration form.

(e) (i) At the earliest time

after the filing of the Registration Statement that the Company or another offering participant made a bona fide offer (within

the meaning of Rule 164(h)(2) of the Act) of the Securities and (ii) as of the Applicable Time (with such date being used

as the determination date for purposes of this clause (ii)), the Company was not and is not an Ineligible Issuer (as defined in Rule 405)

without taking account of any determination by the Commission pursuant to Rule 405 that it is not necessary that the Company be considered

an Ineligible Issuer.

(f) Each Issuer Free Writing Prospectus

does not include any information that conflicts with the information contained in the Registration Statement, including any document incorporated

therein and any prospectus supplement deemed to be a part thereof that has not been superseded or modified. The foregoing sentence does

not apply to statements in any Issuer Free Writing Prospectus based upon and in conformity with written information furnished to the Company

by or on behalf of any Underwriter through any Representative specifically for use therein, it being understood and agreed that the only

such information furnished by or on behalf of any Underwriter consists of the information described as such in Section 7 hereof.

(g) Except as disclosed in the

Registration Statement, the Preliminary Prospectus, and the Final Prospectus, no holders of securities of the Company have current rights

to the registration of such securities under the Registration Statement.

(h) Neither the Company nor any

of its subsidiaries has sustained since the date of the latest audited financial statements included in the Disclosure Package any material

loss or material interference with its business from fire, explosion, flood, or other calamity, whether or not covered by insurance, or

from any labor dispute or court or governmental action, order, or decree, otherwise than as set forth or contemplated in the Disclosure

Package; and, since the respective dates as of which information is given in the Disclosure Package, there has not been any material change

in the capital stock (except for the stock split that took effect on April 2, 2026, changes or adjustments made as a result of repurchases

of common stock pursuant to publicly announced share repurchase programs in existence on the date of this Agreement, or in the ordinary

course of business pursuant to employee equity plans in existence on the date of this Agreement, and other than the exercise of options

outstanding on the date of this Agreement or the conversion of convertible notes outstanding on the date of this Agreement) or long-term

debt of the Company or any of its subsidiaries or any material adverse change, or any development involving a prospective material adverse

change, in or affecting the general affairs, management, financial position, stockholders’ equity, or results of operations of the

Company and its subsidiaries, taken as a whole, otherwise than as set forth or contemplated in the Disclosure Package.

(i) The Company and its subsidiaries

have good and marketable title in fee simple to all real property and good and marketable title to all personal property owned by them,

in each case free and clear of all liens, encumbrances, and defects except such as are described in the Disclosure Package or such as

do not materially affect the value of such property and do not interfere with the use made and proposed to be made of such property by

the Company and its subsidiaries; and any real property and buildings held under lease by the Company and its subsidiaries are held by

them under valid, subsisting, and enforceable leases with such exceptions as are not material and do not interfere with the use made and

proposed to be made of such property and buildings by the Company and its subsidiaries.

(j) The Company has been duly incorporated

and is validly existing as a corporation in good standing under the laws of the State of Delaware, with power and authority (corporate

and other) to own its properties and conduct its business as described in the Disclosure Package, and has been duly qualified as a foreign

corporation for the transaction of business and is in good standing under the laws of each other jurisdiction in which it owns or leases

properties or conducts any business so as to require such qualification, or is subject to no material liability or disability by reason

of the failure to be so qualified in any such jurisdiction; and each subsidiary of the Company has been duly incorporated and is validly

existing as an entity and, where such concept applies, in good standing under the laws of its jurisdiction of organization, except where

the failure to register or qualify would not reasonably be expected to have a material adverse effect on the financial position, stockholders’

equity, or results of operations of the Company and its subsidiaries, taken as a whole.

(k) [Reserved.]

(l) The Securities have been duly

authorized and, when issued and delivered pursuant to this Agreement and the Indenture, will have been duly executed, authenticated, issued,

and delivered and will constitute valid and legally binding obligations of the Company entitled to the benefits provided by the Indenture,

subject to bankruptcy, insolvency, reorganization, and other laws of general applicability relating to or affecting creditors’ rights

and to general equity principles; the Base Indenture has been duly authorized by the Company and duly qualified under the Trust Indenture

Act, and, when the Authorizing Certificates are executed and delivered by the Company, the Indenture will constitute a valid and legally

binding instrument, enforceable in accordance with its terms, subject, as to enforcement, to bankruptcy, insolvency, reorganization, and

other laws of general applicability relating to or affecting creditors’ rights and to general equity principles; and the Securities

and the Indenture will conform to the descriptions thereof in the Disclosure Package and the Final Prospectus.

(m) [Reserved.]

(n) The issue and sale of the Securities

and the compliance by the Company with all of the provisions of the Securities, the Indenture, and this Agreement and the consummation

of the transactions herein and therein contemplated will not conflict with or result in a breach or violation of any of the terms or provisions

of, or constitute a default under, any indenture, mortgage, deed of trust, loan agreement, or other agreement or instrument to which the

Company or any of its subsidiaries is a party or by which the Company or any of its subsidiaries is bound or to which any of the property

or assets of the Company or any of its subsidiaries is subject, nor will such action result in any violation of the provisions of the

Restated Certificate of Incorporation, or Amended and Restated By-laws of the Company, or any statute or any order, rule, or regulation

of any court or governmental agency or body having jurisdiction over the Company or any of its subsidiaries or any of their properties;

and no consent, approval, authorization, order, registration, or qualification of or with any such court or governmental agency or body

is required for the issue and sale of the Securities or the consummation by the Company of the transactions contemplated by this Agreement

or the Indenture except for such consents, approvals, authorizations, registrations, or qualifications as may be required under state

securities or Blue Sky laws in connection with the purchase and distribution of the Securities by the Underwriters.

(o) Neither the Company nor any

of its subsidiaries is (i) in violation of its certificate of incorporation or by-laws (other than, solely in the case of the Company’s

subsidiaries, immaterial violations) or (ii) in default in the performance or observance of any material obligation, covenant, or

condition contained in any indenture, mortgage, deed of trust, loan agreement, lease, or other agreement or instrument to which it is

a party or by which it or any of its properties may be bound except, in the case of clause (ii), where such default would not reasonably

be expected to have a material adverse effect on the financial position, stockholders’ equity, or results of operations of the Company

and its subsidiaries, taken as a whole.

(p) The statements set forth in

the Disclosure Package and the Final Prospectus under the caption “Description of Notes” insofar as they purport to constitute

a summary of the terms of the Indenture and the Securities, and under the caption “Material U.S. Federal Income Tax Considerations,”

insofar as they purport to describe the provisions of the laws and documents referred to therein, are accurate, complete, and fair in

all material respects.

(q) Other than as set forth in

the Disclosure Package, there are no legal or governmental proceedings pending to which the Company or any of its subsidiaries is a party

or of which any property of the Company or any of its subsidiaries is the subject which, if determined adversely to the Company or any

of its subsidiaries, would individually or in the aggregate have a material adverse effect on the financial position, stockholders’

equity, or results of operations of the Company and its subsidiaries, taken as a whole; and, to the best of the Company’s knowledge,

no such proceedings are threatened or contemplated by governmental authorities or threatened by others.

(r) The Company is not, and, after

giving effect to the offering and sale of the Securities and the application of the proceeds thereof as described in the Disclosure Package,

will not be, an “investment company” as such term is defined in the U.S. Investment Company Act of 1940, as amended.

(s) This Agreement has been duly

authorized, validly executed, and delivered by the Company.

(t) Deloitte & Touche

LLP, who has certified certain historical financial statements of the Company and its subsidiaries, and has audited the Company’s

internal control over financial reporting, is an independent registered public accounting firm as required by the Act and the rules and

regulations of the Commission thereunder.

(u) The Company maintains a system

of “internal control over financial reporting” (as such term is defined in Rule 13a-15(f) under the Exchange Act)

that complies with the requirements of the Exchange Act and has been designed by the Company’s principal executive officer and principal

financial officer, or under their supervision, to provide reasonable assurance regarding the reliability of financial reporting and the

preparation of financial statements for external purposes in accordance with generally accepted accounting principles. The Company’s

internal control over financial reporting was effective as of December 31, 2025. The Company is not aware of any material weakness

in its internal control over financial reporting.

(v) Other than as set forth in

the Disclosure Package, since the date of the latest audited financial statements included or incorporated by reference in the Disclosure

Package, there has been no change in the Company’s internal control over financial reporting that has materially affected, or is

reasonably likely to materially affect, the Company’s internal control over financial reporting.

(w) The Company maintains “disclosure

controls and procedures” (as such term is defined in Rule 13a-15(e) of the Exchange Act) that comply with the requirements

of the Exchange Act; such disclosure controls and procedures have been designed to ensure that material information relating to the Company

and its subsidiaries is made known to the Company’s principal executive officer and principal financial officer by others within

those entities; such disclosure controls and procedures are effective.

(x) The financial statements and

the related notes thereto included or incorporated by reference in each of the Disclosure Package and the Final Prospectus present fairly

in all material respects the financial position of the Company and its subsidiaries as of the dates indicated and the results of their

operations and the changes in their cash flows for the periods specified; such financial statements have been prepared in conformity with

generally accepted accounting principles applied on a consistent basis throughout the periods covered thereby; and the other financial

information included or incorporated by reference in each of the Disclosure Package and the Final Prospectus has been derived from the

accounting records of the Company and its subsidiaries and presents fairly the information shown. The interactive data in eXtensible Business

Reporting Language included or incorporated by reference in each of the Disclosure Package and the Final Prospectus fairly presents the

information called for in all material respects and is prepared in accordance with the Commission’s rules and guidelines applicable

thereto.

(y) Neither the Company nor any

of its consolidated or unconsolidated subsidiaries have, since December 31, 2025: (i) failed to pay any dividend or sinking

fund installment on preferred stock; or (ii) defaulted on either any installment or installments on indebtedness for borrowed money

or on any rental on one or more long term leases, which defaults in the aggregate are material to the financial position of the Company

and its consolidated and unconsolidated subsidiaries, taken as a whole.

(z) Other than as set forth in

the Disclosure Package, (i) to the knowledge of the Company, none of the Company, any of its subsidiaries or any director or executive

officer of the Company or of any of its subsidiaries is aware of or has taken any action, directly or indirectly, that would result in

a violation by any such person of the Foreign Corrupt Practices Act of 1977, as amended, and the rules and regulations thereunder

(the “FCPA”) or the Bribery Act 2010 of the United Kingdom (together with the FCPA, the “Anti-Corruption Laws”),

including, without limitation, any offer, payment, promise to pay or authorization of the payment of any money or other property, gift,

promise to give or authorization of the giving of anything of value to any “foreign official,” (as such term is defined in

the FCPA) or any foreign political party or official thereof or any candidate for foreign political office, in contravention of the FCPA;

and (ii) the Company and its subsidiaries have instituted and maintain policies and procedures designed to ensure continued compliance

with the Anti-Corruption Laws.

(aa) Other than as set forth in the Disclosure

Package, to the knowledge of the Company, the operations of the Company and its subsidiaries are and have been conducted at all times,

in all material respects, in compliance with applicable financial recordkeeping and reporting requirements of the Currency and Foreign

Transactions Reporting Act of 1970, as amended, the applicable money laundering statutes of all applicable jurisdictions, the rules and

regulations thereunder, and any related or similar rules, regulations, or guidelines, issued, administered, or enforced by any governmental

agency (collectively, “Money Laundering Laws”), and no action, suit, or proceeding by or before any court or governmental

agency, authority, or body involving the Company or any of its subsidiaries with respect to the Money Laundering Laws is pending or, to

the knowledge of the Company, threatened.

(bb) Other than as set forth in the Disclosure

Package, neither the Company nor any of its subsidiaries nor, to the knowledge of the Company, any director or officer of the Company

or of any of its subsidiaries is currently subject to any sanctions administered by the Office of Foreign Assets Control of the U.S. Treasury

Department, the U.S. Department of State, the U.S. Department of Commerce, the United Nations Security Council, the European Union, or

the United Kingdom, including His Majesty’s Treasury (collectively, “Sanctions”). The Company will not

directly or indirectly use any of the proceeds from the sale of the Securities by the Company in the offering contemplated by this Agreement

or lend, contribute, or otherwise make available any such proceeds to any subsidiary, joint venture partner, or other person or entity,

for the purpose of financing the activities of any person or entity that, to the knowledge of the Company, is then subject to any Sanctions.

(cc) [Reserved.]

(dd) [Reserved.]

(ee) Except as would not, individually

or in the aggregate, have a material adverse effect on the financial position, stockholders’ equity, or results of operations on

the Company and its subsidiaries, taken as a whole, (i) to the knowledge of the Company, there has been no security breach or incident,

unauthorized access or disclosure, or other compromise of or relating to the Company’s or its subsidiaries’ information technology

and computer systems, networks, hardware, software, data and databases, equipment, or technology (collectively, “IT Systems and

Data”), except for those that have been remedied without material cost or liability or the duty to notify any other person;

(ii) neither the Company nor its subsidiaries have been notified of, and each of them have no knowledge of, any event or condition

that would reasonably be expected to result in, any security breach or incident, unauthorized access or disclosure, or other compromise

to their IT Systems and Data; (iii) the Company and its subsidiaries have implemented commercially reasonable controls, policies,

procedures, and technological safeguards to maintain and protect the integrity, continuous operation, redundancy, and security of their

IT Systems and Data; and (iv) the Company and its subsidiaries are presently in compliance with all applicable laws or statutes and

all judgments, orders, rules, and regulations of any court or arbitrator or governmental or regulatory authority, internal policies, and

contractual obligations relating to the privacy and security of IT Systems and Data and to the protection of such IT Systems and Data

from unauthorized use, access, misappropriation, or modification.

2. Purchase and Sale. Subject to

the terms and conditions, and in reliance upon the representations and warranties herein set forth, the Company agrees to sell to each

Underwriter, and each Underwriter agrees, severally and not jointly, to purchase from the Company, the principal amount of the Securities

set forth opposite such Underwriter’s name in Schedule II hereto at the applicable purchase price set forth in Schedule I hereto,

plus accrued interest, if any, from May 7, 2026, to the Closing Date.

3. Delivery and Payment. Delivery

of and payment for the Securities shall be made at the location, on the date and at the time specified on Schedule I hereto or at

such time on such later date not more than five Business Days after the foregoing date as the Representatives shall designate, which date

and time may be postponed by agreement between the Representatives and the Company or as provided in Section 8 hereof (such date

and time of delivery and payment for the Securities being herein called the “Closing Date”). Delivery of the Securities

shall be made to the Representatives for the respective accounts of the several Underwriters against payment by the several Underwriters

through the Representatives of the aggregate purchase price of the Securities to or upon the order of the Company by wire transfer payable

in same-day funds to an account specified by the Company. Delivery of the Securities shall be made through the facilities of The Depository

Trust Company, unless the Representatives shall otherwise instruct.

4. Offering By Underwriters. It

is understood that the several Underwriters propose to offer the Securities for sale to the public as set forth in the Final Prospectus.

Each Underwriter, severally and not jointly, hereby represents and warrants to, and agrees with the Company that it has not, and its controlled

affiliates or any other person acting on its behalf have not, solicited offers for, or offered or sold, and will not solicit offers for,

or offer or sell, the Securities as part of their initial offering outside the United States except in accordance with the restrictions

set forth in Annex II hereto.

5. Agreements.

The Company agrees with the several Underwriters

that:

(a) Prior to the termination of

the offering of the Securities, the Company will not file any amendment of the Registration Statement or supplement (including the Final

Prospectus or any Preliminary Prospectus) to the Base Prospectus unless the Company has furnished the Representatives a copy for their

review prior to filing and will not file any such proposed amendment or supplement to which the Representatives reasonably object; provided,

however, that nothing in this paragraph shall apply to any report to be filed or furnished to the Commission under the periodic

reporting requirements of the Exchange Act except those periodic reports filed or furnished to the Commission and incorporated by reference

into the Final Prospectus between the date of this Agreement and the Closing Date. The Company will cause the Final Prospectus, properly

completed, and any supplement thereto to be filed in a form approved by the Representatives with the Commission pursuant to the applicable

paragraph of Rule 424(b) within the time period prescribed and will provide evidence satisfactory to the Representatives of

such timely filing. The Company will promptly advise the Representatives (i) when the Final Prospectus, and any supplement thereto,

shall have been filed (if required) with the Commission pursuant to Rule 424(b), (ii) when, prior to the termination of the

offering of the Securities, any amendment to the Registration Statement shall have been filed or become effective, (iii) of any request

by the Commission or its staff for any amendment to the Registration Statement or for any supplement to the Final Prospectus or for any

additional information, (iv) of the issuance by the Commission of any stop order suspending the effectiveness of the Registration

Statement or of any notice that would prevent its use or the institution or threatening of any proceeding for that purpose, and (v) of

the receipt by the Company of any notification with respect to the suspension of the qualification of the Securities for sale in any jurisdiction

or the institution or threatening of any proceeding for such purpose. The Company will use its commercially reasonable efforts to prevent

the issuance of any such stop order or the occurrence of any such suspension or prevention and, upon such issuance, occurrence, or prevention,

to obtain as soon as possible the withdrawal of such stop order or relief from such occurrence or prevention, including, if necessary,

by filing an amendment to the Registration Statement or a new registration statement and using its commercially reasonable efforts to

have such amendment or new registration statement declared effective as soon as practicable.

(b) The Company will prepare a

final term sheet, containing a description of the Securities, in the form of Schedule III hereto and will file such term sheet pursuant

to Rule 433(d) within the time required by such Rule.

development as a result of which the Disclosure Package would include an untrue statement of a material fact or would omit to state a

material fact necessary in order to make the statements therein, in the light of the circumstances then prevailing, not misleading, the

Company will promptly (i) notify the Representatives so that any use of the Disclosure Package may cease until it is amended or supplemented;

(ii) amend or supplement the Disclosure Package to correct such statement or omission; and (iii) supply any amendment or supplement

to the Representatives in such quantities as the Representatives may reasonably request.

(d) If, at any time when a prospectus

relating to the Securities is required to be delivered under the Act (including in circumstances where such requirement may be satisfied

pursuant to Rule 172), any event occurs as a result of which the Final Prospectus as then supplemented would include any untrue statement

of a material fact or omit to state any material fact necessary to make the statements therein, in the light of the circumstances under

which they were made, not misleading, or if it shall be necessary to amend the Registration Statement, file a new registration statement

or supplement the Final Prospectus to comply with the Act or the Exchange Act or the respective rules thereunder, including in connection

with use or delivery of the Final Prospectus, the Company promptly will (i) notify the Representatives of such event, (ii) prepare

and file with the Commission, subject to the first sentence of paragraph (a) of this Section 5, an amendment or supplement to

the Final Prospectus or new registration statement that will correct such statement or omission or effect such compliance, (iii) use

its commercially reasonable efforts to have any amendment to the Registration Statement or new registration statement declared effective

as soon as practicable in order to avoid any disruption in use of the Final Prospectus, and (iv) supply any supplemented Final Prospectus

to the Representatives in such quantities as the Representatives may reasonably request.

(e) As soon as practicable, the

Company will make generally available to its security holders and to the Representatives an earnings statement or statements of the Company

and its subsidiaries that will satisfy the provisions of Section 11(a) of the Act and Rule 158.

(f) The Company will furnish to

the Representatives and counsel for the Underwriters signed copies of the Registration Statement (including exhibits thereto) and to each

other Underwriter a copy of the Registration Statement (without exhibits thereto) and, so long as delivery of a prospectus by an Underwriter

or dealer may be required by the Act (including in circumstances where such requirement may be satisfied pursuant to Rule 172), as

many copies of each Preliminary Prospectus, the Final Prospectus, and each Issuer Free Writing Prospectus and any supplement thereto as

the Representatives may reasonably request.

(g) The Company will arrange, if

necessary, for the qualification of the Securities for sale under the laws of such jurisdictions as the Representatives may reasonably

designate and will maintain such qualifications in effect so long as reasonably required for the distribution of the Securities; provided

that in no event shall the Company be obligated to qualify to do business in any jurisdiction where it is not now so qualified or to take

any action that would subject it to service of process in suits, other than those arising out of the offering or sale of the Securities,

in any jurisdiction where it is not now so subject or to subject itself to taxation in any jurisdiction if it is not otherwise so subject.

(h) The Company agrees that, unless

it obtains the prior written consent of the Representatives, and each Underwriter, severally and not jointly, agrees with the Company

that, unless it has obtained or will obtain, as the case may be, the prior written consent of the Company, it has not made and will not

make any offer relating to the Securities that would constitute an Issuer Free Writing Prospectus or that would otherwise constitute a

“free writing prospectus” (as defined in Rule 405) required to be filed by the Company with the Commission or retained

by the Company under Rule 433; provided that the prior written consent of the parties hereto shall be deemed to have been

given in respect of the Free Writing Prospectuses included in Schedule V hereto and any electronic road show. Any such free writing prospectus

consented to by the Representatives or the Company is hereinafter referred to as a “Permitted Free Writing Prospectus.”

The Company agrees that (x) it has treated and will treat, as the case may be, each Permitted Free Writing Prospectus as an Issuer

Free Writing Prospectus and (y) it has complied and will comply, as the case may be, with the requirements of Rules 164 and

433 applicable to any Permitted Free Writing Prospectus, including in respect of timely filing with the Commission, legending and record

keeping. If at any time following issuance of an Issuer Free Writing Prospectus there occurred or occurs an event or development as a

result of which such Issuer Free Writing Prospectus conflicted or would conflict with the information contained in the Registration Statement,

the Preliminary Prospectus, or the Final Prospectus or included or would include an untrue statement of a material fact or omitted or

would omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances prevailing at

that subsequent time, not misleading, the Company will promptly notify the Representatives and will promptly amend or supplement, at its

own expense, such Issuer Free Writing Prospectus to eliminate or correct such conflict, untrue statement, or omission.

(i) The Company will comply in

all material respects with all applicable securities and other applicable laws, rules, and regulations, including, without limitation,

the Sarbanes-Oxley Act of 2002 and the rules and regulations promulgated in connection therewith (the “Sarbanes-Oxley Act”),

and will use its commercially reasonable efforts to cause the Company’s directors and officers, in their capacities as such, to

comply with such laws, rules, and regulations, including, without limitation, the provisions of the Sarbanes-Oxley Act.

(j) The Company will not take,

directly or indirectly, any action designed to or that would constitute or that could reasonably be expected to cause or result in, under

the Exchange Act or otherwise, stabilization, or manipulation of the price of any security of the Company to facilitate the sale or resale

of the Securities.

(k) The Company covenants and agrees

with the Underwriters that the Company will pay or cause to be paid the following: (i) the fees, disbursements, and expenses of the

Company’s counsel and accountants in connection with the issue of the Securities and all other expenses in connection with the preparation,

printing, reproduction, and filing of the Registration Statement, each Preliminary Prospectus, each Free Writing Prospectus, the Final

Prospectus, and any amendments and supplements thereto and the mailing and delivering copies thereof to the Underwriters and dealers;

(ii) the cost of printing or producing this Agreement, the Indenture, closing documents (including any compilations thereof) and

any other documents in connection with the offering, purchase, sale, and delivery of the Securities; (iii) all expenses in connection

with the qualification of the Securities as provided in Section 5(g) hereof, including up to $10,000 of reasonable fees and

disbursements of counsel for the Underwriters in connection with such qualification and in connection with the Blue Sky and legal investment

surveys; (iv) any fees charged by securities rating services for rating the Securities; (v) the cost of preparing the Securities;

(vi) the fees and expenses of the Trustee and any agent of the Trustee and the fees and disbursements of counsel for the Trustee

in connection with the Indenture and the Securities; and (vii) all other costs and expenses incident to the performance of its obligations

hereunder that are not otherwise specifically provided for in this Section. It is understood, however, that, except as provided in this

Section, and Sections 7 and 9 hereof, the Underwriters will pay all of their own costs and expenses, including the fees of their counsel,

transfer taxes on resale of any of the Securities by them, and any advertising expenses connected with any offers they may make, which

expenses shall be apportioned pro rata in accordance with the amount of Securities purchased by such Underwriter as set forth on Schedule

II.

(l) The Company will use the net

proceeds received by it from the sale of the Securities in the manner specified in the Preliminary Prospectus and the Final Prospectus

under “Use of Proceeds”.

(m) [Reserved].

(n) [Reserved].

6. Conditions to the Obligations of

the Underwriters. The obligations of the Underwriters hereunder shall be subject, in their discretion, to the condition that all representations

and warranties and other statements of the Company herein are, at and as of the time of delivery of the Securities, true and correct,

the condition that the Company shall have performed all of its obligations hereunder theretofore to be performed, and the following additional

conditions:

(a) The Preliminary Prospectus

and the Final Prospectus, and any supplement thereto, have been filed in the manner and within the time period required by Rule 424(b);

the final term sheet contemplated by Section 5(b) hereto, and any other material required to be filed by the Company pursuant

to Rule 433(d) under the Act shall have been filed with the Commission within the applicable time periods prescribed for such

filings by Rule 433; and the Registration Statement is effective, and no stop order suspending the effectiveness of the Registration

Statement or any notice that would prevent its use shall have been issued, and no proceedings for that purpose shall have been instituted

or threatened;

(b) Latham & Watkins LLP,

counsel for the Underwriters, shall have furnished to the Representatives their written opinion or opinions and letter with respect to

the issuance and sale of the Securities, subject to the limitations and qualifications set forth in such opinion or letter, dated the

Closing Date, in form and substance satisfactory to you;

Moore LLP, counsel for the Company, shall have furnished to the Representatives their written opinion and letter, subject to the limitations

and qualifications set forth in such opinion or letter, dated the Closing Date, in form and substance reasonably satisfactory to you;

(d) On the date hereof and also

at the Closing Date, Deloitte & Touche LLP shall have furnished to you a letter or letters, dated the respective dates of delivery

thereof, in form and substance satisfactory to you, to the effect set forth in Annex I hereto;

(e) Since the respective dates

as of which information is given in the Registration Statement (exclusive of any amendment thereof) and the Disclosure Package, there

shall not have been any change in the capital stock (except for the stock split that took effect on April 2, 2026, changes or adjustments

made as a result of repurchases of common stock pursuant to publicly announced share repurchase programs in existence on the date of this

Agreement, or in the ordinary course of business pursuant to employee equity plans in existence on the date of this Agreement, and other

than the exercise of options outstanding on the date of this Agreement or the conversion of convertible notes outstanding on the date

of this Agreement) or long-term debt of the Company or any of its subsidiaries or any change, or any development involving a prospective

change, in or affecting the general affairs, management, financial position, stockholders’ equity, or results of operations of the

Company and its subsidiaries, taken as a whole, other than as set forth or contemplated in the Disclosure Package, the effect of which,

in any such case, is, in the judgment of the Representatives, so material and adverse as to make it impracticable or inadvisable to proceed

with the offering or the delivery of the Securities on the terms and in the manner contemplated in this Agreement and in the Disclosure

Package;

(f) On or after the Applicable

Time, (i) no downgrading shall have occurred in the rating accorded the Company’s debt securities or preferred stock by any

“nationally recognized statistical rating organization,” as that term is defined by the Commission in Section 3(a)(62)

under the Exchange Act, and (ii) no such organization shall have publicly announced that it has under surveillance or review, with

possible negative implications, its rating of any of the Company’s debt securities or preferred stock;

(g) On or after the Applicable

Time, there shall not have occurred any of the following: (i) a suspension or material limitation in trading in securities generally

on The Nasdaq Global Select Market; (ii) a suspension or material limitation in trading in the Company’s securities on The

Nasdaq Global Select Market; (iii) a general moratorium on commercial banking activities declared by either U.S. federal or New York

State authorities or a material disruption in commercial banking or securities settlement or clearance services in the United States;

(iv) the outbreak or escalation of hostilities involving the United States or the declaration by the United States of a national

emergency or war; or (v) the occurrence of any other calamity or crisis or any change in financial, political, or economic conditions

in the United States or elsewhere, if the effect of any such event specified in clause (iv) or (v) in the good faith judgment

of the Representatives makes it impracticable or inadvisable to proceed with the offering or the delivery of the Securities on the terms

and in the manner contemplated in the Disclosure Package;

(h) The Company shall have furnished

or caused to be furnished to you at the Closing Date certificates of officers of the Company satisfactory to you as to the accuracy of

the representations and warranties of the Company herein at and as of the Closing Date, as to the performance by the Company of all of

its obligations hereunder to be performed at or prior to such date, as to the matters set forth in subsection (f) of this Section and

as to such other matters as you may reasonably request; and

(i) The Company shall have delivered

executed copies of the Securities and the Indenture to the Underwriters, in each case in form and substance reasonably satisfactory to

the Company and the Underwriters.

7. Indemnification and Contribution.

(a) The Company will indemnify and hold harmless each Underwriter against any losses, claims, damages, or liabilities, joint or several,

to which any Underwriter may become subject, under the Act or otherwise, insofar as such losses, claims, damages, or liabilities (or actions

in respect thereof) arise out of or are based upon an untrue statement or alleged untrue statement of a material fact contained in the

Registration Statement for the registration of the Securities as originally filed or in any amendment thereof, or in the Base Prospectus,

any Preliminary Prospectus, the Final Prospectus, the Disclosure Package, any Issuer Free Writing Prospectus, or in any amendment thereof

or supplement thereto, or arise out of or are based upon the omission or alleged omission to state therein a material fact necessary to

make the statements therein not misleading, and will reimburse each Underwriter for any legal or other expenses reasonably incurred by

such Underwriter in connection with investigating or defending any such action or claim as such expenses are incurred; provided,

however, that the Company shall not be liable in any such case to the extent that any such loss, claim, damage, or liability arises

out of or is based upon an untrue statement or alleged untrue statement or omission or alleged omission made in the Base Prospectus, any

Preliminary Prospectus, the Final Prospectus, the Disclosure Package, or any Issuer Free Writing Prospectus or in any amendment thereof

or supplement thereto, in reliance upon and in conformity with written information furnished to the Company by or on behalf of any Underwriter

through any Representative expressly for use therein, which information is specified in Section 7(b).

(b) The Underwriters severally

and not jointly will indemnify and hold harmless the Company against any losses, claims, damages, or liabilities to which the Company

may become subject, under the Act or otherwise, insofar as such losses, claims, damages, or liabilities (or actions in respect thereof)

arise out of or are based upon an untrue statement or alleged untrue statement of a material fact contained in the Base Prospectus, any

Preliminary Prospectus, the Final Prospectus, the Disclosure Package, any Issuer Free Writing Prospectus, or in any amendment thereof

or supplement thereto, or arise out of or are based upon the omission or alleged omission to state therein a material fact necessary to

make the statements therein not misleading, in each case to the extent, but only to the extent, that such untrue statement or alleged

untrue statement or omission or alleged omission was made in the Base Prospectus, any Preliminary Prospectus, the Final Prospectus, the

Disclosure Package, any Issuer Free Writing Prospectus, or in any amendment thereof or supplement thereto in reliance upon and in conformity

with written information furnished to the Company by or on behalf of any Underwriter through any Representative expressly for use therein,

it being understood and agreed that the only such information consists of the second paragraph, third paragraph, the second, third and

fourth sentence of the sixth paragraph, the third, fourth and eighth through twelfth sentences of the eighth paragraph, the ninth paragraph

and the tenth paragraph, in each case under the caption “Underwriting”; and will reimburse the Company for any legal or other

expenses reasonably incurred by the Company in connection with investigating or defending any such action or claim as such expenses are

incurred.

indemnified party under subsection (a) or (b) above of notice of the commencement of any action, such indemnified party shall,

if a claim in respect thereof is to be made against the indemnifying party under such subsection, notify the indemnifying party in writing

of the commencement thereof; but the omission to so notify the indemnifying party shall not relieve it from any liability that it may

have to any indemnified party otherwise than under such subsection. In case any such action shall be brought against any indemnified party

and it shall notify the indemnifying party of the commencement thereof, the indemnifying party shall be entitled to participate therein

and, to the extent that it shall wish, jointly with any other indemnifying party similarly notified, to assume the defense thereof, with

counsel satisfactory to such indemnified party (who shall not, except with the consent of the indemnified party, be counsel to the indemnifying

party), and, after notice from the indemnifying party to such indemnified party of its election so to assume the defense thereof, the

indemnifying party shall not be liable to such indemnified party under such subsection for any legal expenses of other counsel or any

other expenses, in each case subsequently incurred by such indemnified party, in connection with the defense thereof other than reasonable

costs of investigation. No indemnifying party shall, without the written consent of the indemnified party, effect the settlement or compromise

of, or consent to the entry of any judgment with respect to, any pending or threatened action or claim in respect of which indemnification

or contribution may be sought hereunder (whether or not the indemnified party is an actual or potential party to such action or claim)

unless such settlement, compromise, or judgment (i) includes an unconditional release of the indemnified party from all liability

arising out of such action or claim and (ii) does not include a statement as to, or an admission of, fault, culpability, or a failure

to act, by or on behalf of any indemnified party.

(d) If the indemnification provided

for in this Section 7 is unavailable to or insufficient to hold harmless an indemnified party under subsection (a) or (b) above

in respect of any losses, claims, damages, or liabilities (or actions in respect thereof) referred to therein, then each indemnifying

party shall contribute to the amount paid or payable by such indemnified party as a result of such losses, claims, damages, or liabilities

(or actions in respect thereof) in such proportion as is appropriate to reflect the relative benefits received by the Company on the one

hand and the Underwriters on the other from the offering of the Securities. If, however, the allocation provided by the immediately preceding

sentence is not permitted by applicable law or if the indemnified party failed to give the notice required under subsection (c) above,

then each indemnifying party shall contribute to such amount paid or payable by such indemnified party in such proportion as is appropriate

to reflect not only such relative benefits but also the relative fault of the Company on the one hand and the Underwriters on the other

in connection with the statements or omissions that resulted in such losses, claims, damages, or liabilities (or actions in respect thereof),

as well as any other relevant equitable considerations. The relative benefits received by the Company on the one hand and the Underwriters

on the other shall be deemed to be in the same proportion as the total net proceeds from the offering (before deducting expenses) received

by the Company bear to the total underwriting discounts and commissions received by the Underwriters, in each case as set forth in the

Final Prospectus. The relative fault shall be determined by reference to, among other things, whether the untrue or alleged untrue statement

of a material fact or the omission or alleged omission to state a material fact relates to information supplied by the Company on the

one hand or the Underwriters on the other and the parties’ relative intent, knowledge, access to information, and opportunity to

correct or prevent such statement or omission. The Company and the Underwriters agree that it would not be just and equitable if contribution

pursuant to this subsection (d) were determined by pro rata allocation or by any other method of allocation that does not take account

of the equitable considerations referred to above in this subsection (d). The amount paid or payable by an indemnified party as a result

of the losses, claims, damages, or liabilities (or actions in respect thereof) referred to above in this subsection (d) shall be

deemed to include any legal or other expenses reasonably incurred by such indemnified party in connection with investigating or defending

any such action or claim. Notwithstanding the provisions of this subsection (d), each Underwriter shall not be required to contribute

any amount in excess of the amount by which the total price at which the Securities underwritten by it and distributed to investors were

offered to investors exceeds the amount of any damages that such Underwriter has otherwise been required to pay by reason of such untrue

or alleged untrue statement or omission or alleged omission. Each Underwriter’s obligations in this subsection (d) to contribute

are several in proportion to their respective underwriting obligations and not joint.

(e) The obligations of the Company

under this Section 7 shall be in addition to any liability that the Company may otherwise have and shall extend, upon the same terms

and conditions, to any affiliate of each Underwriter and each person, if any, who controls such Underwriter within the meaning of the

Act; and the obligations of the Underwriters under this Section 7 shall be in addition to any liability that the Underwriters may

otherwise have and shall extend, upon the same terms and conditions, to each officer and director of the Company and to each person, if

any, who controls the Company within the meaning of the Act.

8. Default by an Underwriter. If

any one or more Underwriters shall fail to purchase and pay for any of the Securities agreed to be purchased by such Underwriter or Underwriters

hereunder and such failure to purchase shall constitute a default in the performance of its or their obligations under this Agreement,

the remaining Underwriters shall be obligated severally to take up and pay for (in the respective proportions which the amount of the

Securities set forth opposite their names in Schedule II hereto bears to the aggregate amount of Securities set forth opposite the names

of all the remaining Underwriters) the Securities which the defaulting Underwriter or Underwriters agreed but failed to purchase; provided,

however, that, in the event that the aggregate amount of Securities that the defaulting Underwriter or Underwriters agreed but

failed to purchase shall exceed 10% of the aggregate amount of Securities set forth in Schedule II hereto, the remaining Underwriters

shall have the right to purchase all, but shall not be under any obligation to purchase any, of the Securities, and if such nondefaulting

Underwriters do not purchase all the Securities, this Agreement will terminate, without liability to any nondefaulting Underwriter or

the Company. In the event of a default by any Underwriter as set forth in this Section 8, the Closing Date shall be postponed for

such period, not exceeding five Business Days, as the Representatives shall determine in order that the required changes in the Registration

Statement and the Final Prospectus or in any other documents or arrangements may be effected. Nothing contained in this Agreement shall

relieve any defaulting Underwriter of its liability, if any, to the Company and any nondefaulting Underwriter for damages occasioned by

its default hereunder.

9. Representations and Indemnities to

Survive. The respective indemnities, agreements, representations, warranties, and other statements of the Company and the Underwriters,

as set forth in this Agreement or made by or on behalf of them, respectively, pursuant to this Agreement, shall remain in full force and

effect, regardless of any investigation (or any statement as to the results thereof) made by or on behalf of the Underwriters or any controlling

person of the Underwriters, or the Company, or any officer or director or controlling person of the Company, and shall survive delivery

of and payment for the Securities. If the Securities are not delivered by or on behalf of the Company as provided herein for any reason

other than a default of any Underwriter pursuant to Section 8 in its obligation to purchase the Securities that it has agreed to

purchase hereunder, the Company will reimburse the non-defaulting Underwriters for all accountable out-of-pocket expenses approved in

writing by you, including fees and disbursements of counsel, reasonably and actually incurred by the non-defaulting Underwriters in making

preparations for the purchase, sale, and delivery of the Securities, but the Company shall then be under no further liability to the Underwriters

except as provided in Sections 5(k) and 7 hereof.

10. Notices. All statements, requests,

notices, and agreements hereunder shall be in writing, and if to the Underwriters shall be delivered or sent by mail, facsimile transmission,

or, where indicated, electronic mail, to you in care of Citigroup Global Markets Inc., 388 Greenwich Street, New York, New York 10013,

facsimile: (646) 291-1469, Attention: General Counsel, in care of Deutsche Bank Securities Inc., 1 Columbus Circle, New York, New York

10019, Attention: Debt Capital Markets Syndicate, with a copy at the same address to Attention: General and by email at: dbcapmarkets.gcnotices@list.db.com,

in care of Goldman Sachs & Co. LLC, 200 West Street, New York, NY 10282-2198, Attention: Registration Department, email to: registration-syndops@ny.email.gs.com,

and in care of J.P. Morgan Securities LLC, 270 Park Avenue, New York, New York 10017, Attention: Investment Grade Syndicate Desk, facsimile:

(212) 834-6081; and if to the Company shall be delivered or sent by mail to the address of the Company set forth in the Final Prospectus,

Attention: General Counsel. Any such statements, requests, notices, or agreements shall take effect upon receipt thereof.

11. Successors. This Agreement shall

be binding upon, and inure solely to the benefit of, the Underwriters, the Company, and, to the extent provided in Sections 7 and 9 hereof,

the officers and directors of the Company and each person who controls the Company or the Underwriters, and their respective heirs, executors,

administrators, successors, and assigns, and no other person shall acquire or have any right under or by virtue of this Agreement. No

purchaser of any of the Securities from any Underwriter shall be deemed a successor or assign by reason merely of such purchase.

12. Applicable Law. This Agreement

shall be governed by and construed in accordance with the laws of the State of New York.

13. Trial

by Jury Waiver. EACH OF The Company and the UNDERWRITERS hereby irrevocably waive, to the fullest extent permitted by applicable law,

any and all right to trial by jury in any legal proceeding arising out of or relating to this Agreement or the transactions contemplated

hereby.

14. Arm’s-length Transactions.

The Company acknowledges and agrees that (i) the purchase and sale of the Securities pursuant to this Agreement is an arm’s-length

commercial transaction between the Company, on the one hand, and the Underwriters, on the other, (ii) in connection therewith and

with the process leading to such transaction, the Underwriters are each acting solely as a principal and not the agent or fiduciary of

the Company, (iii) the Underwriters have not assumed an advisory or fiduciary responsibility in favor of the Company with respect

to the offering contemplated hereby or the process leading thereto (irrespective of whether the Underwriters have advised or are currently

advising the Company on other matters) or any other obligation to the Company except the obligations expressly set forth in this Agreement,

and (iv) the Company has consulted its own legal and financial advisors to the extent it deemed appropriate. The Company agrees that

it will not claim that any of the Underwriters have rendered advisory services of any nature or respect, or owe a fiduciary or similar

duty to the Company, in connection with such transaction or the process leading thereto.

15. Counterparts. This Agreement

may be executed by any one or more of the parties hereto in any number of counterparts, each of which shall be deemed to be an original,

but all such respective counterparts shall together constitute one and the same instrument. Counterparts may be delivered via facsimile,

electronic mail (including any electronic signature covered by the U.S. federal ESIGN Act of 2000, Uniform Electronic Transactions Act,

the Electronic Signatures and Records Act, or other applicable law, e.g., www.docusign.com) or other transmission method and any counterpart

so delivered shall be deemed to have been duly and validly delivered and be valid and effective for all purposes.

16. Time of the Essence. Time shall

be of the essence of this Agreement.

17. Agreement. This Agreement supersedes

all prior agreements and understandings (whether written or oral) between the Company and the Underwriters, or any of them, with respect

to the subject matter hereof.

18. Headings. The section headings

used herein are for convenience only and shall not affect the construction hereof.

19. Definitions. The terms which

follow, when used in this Agreement, shall have the meanings indicated.

“Act” shall mean the Securities

Act of 1933, as amended, and the rules and regulations of the Commission promulgated thereunder.

“Applicable Time” shall mean

3:15 P.M. New York City time on May 5, 2026.

“Base Prospectus” shall mean

the prospectus referred to in paragraph 1(a) above contained in the Registration Statement at the Effective Date.

“Business Day” shall mean

any day, other than a Saturday or Sunday, that is not a day on which banking institutions in the City of New York are authorized or required

by law or executive order to close.

“Commission” shall mean the

Securities and Exchange Commission.

“Disclosure Package” shall

mean (i) the Base Prospectus, as amended and supplemented to the Applicable Time, (ii) the Issuer Free Writing Prospectuses,

if any, identified in Schedule V hereto, (iii) any other Free Writing Prospectus that the parties hereto shall hereafter expressly

agree in writing to treat as part of the Disclosure Package, and (iv) the other information, if any, identified in Schedule IV hereto.

“Effective Date” shall mean

each date and time that the Registration Statement, any post-effective amendment or amendments thereto became or become effective including

each deemed effective date pursuant to Rule 430B(e)(2) of the Act.

“Exchange Act” shall mean

the Securities Exchange Act of 1934, as amended, and the rules and regulations of the Commission promulgated thereunder.

“Final Prospectus” shall

mean the prospectus supplement relating to the Securities that was first filed pursuant to Rule 424(b) after the Applicable

Time, together with the Base Prospectus.

“Free Writing Prospectus”

shall mean a free writing prospectus, as defined in Rule 405.

“Issuer Free Writing Prospectus”

shall mean an issuer free writing prospectus, as defined in Rule 433.

“Preliminary Prospectus”

shall mean any preliminary prospectus supplement to the Base Prospectus that describes the Securities and the offering thereof and is

used prior to filing of the Final Prospectus, together with the Base Prospectus.

“Registration Statement”

shall mean the registration statement referred to in paragraph 1(a) above, including exhibits and financial statements and any

prospectus supplement relating to the Securities that is filed with the Commission pursuant to Rule 424(b) and deemed part of

such registration statement pursuant to Rule 430B, as amended at the Applicable Time and, in the event any post-effective amendment

thereto becomes effective prior to the Closing Date, shall also mean such registration statement as so amended.

“Rule 158,” “Rule 163,”

“Rule 164,” “Rule 172,” “Rule 405,” “Rule 415,” “Rule 424,”

“Rule 430B,” “Rule 433,” “Rule 456,” and “Rule 457” refer to such

rules under the Act.

“Trust Indenture Act” shall

mean the Trust Indenture Act of 1939, as amended, and the rules and regulations of the Commission promulgated thereunder.

“Well-Known Seasoned Issuer”

shall mean a well-known seasoned issuer, as defined in Rule 405.

20. Patriot Act. In accordance with

the requirements of the USA Patriot Act (Title III of Pub. L. 107-56 (signed into law October 26, 2001)), the Underwriters are required

to obtain, verify, and record information that identifies their respective clients, including the Company, which information may include

the name and address of their respective clients, as well as other information that will allow the Underwriters to properly identify their

respective clients.

21. Acknowledgement

and Consent to EU Bail-In Powers. Notwithstanding and to the exclusion of any other term of this Agreement or any other agreements,

arrangements, or understandings between any Underwriter and the Company, the Company acknowledges and accepts that a BRRD Liability arising

under this Agreement may be subject to the exercise of Bail-in Powers by the Relevant Resolution Authority, and acknowledges, accepts,

and agrees to be bound by:

(a) the effect of the exercise

of Bail-in Powers by the Relevant Resolution Authority in relation to any BRRD Liability of the relevant Underwriter to the Company under

this Agreement, that (without limitation) may include and result in any of the following, or some combination thereof:

(i) the reduction of all, or

a portion, of the BRRD Liability or outstanding amounts due thereon;

(ii) the conversion of all, or

a portion, of the BRRD Liability into shares, other securities, or other obligations of the Underwriters, or another person, and the issue

to or conferral on the Company of such shares, securities, or obligations;

(iii) the cancellation of the

BRRD Liability;

(iv) the amendment or alteration

of any interest, if applicable, thereon, the maturity or the dates on which any payments are due, including by suspending payment for

a temporary period; and

(b) the variation of the terms

of this Agreement, as deemed necessary by the Relevant Resolution Authority, to give effect to the exercise of the Bail-in Powers by the

Relevant Resolution Authority.

(i) “Bail-in Legislation”

means in relation to a member state of the European Economic Area which has implemented, or which at any time implements, the BRRD, the

relevant implementing law, regulation, rule, or requirement as described in the EU Bail-in Legislation Schedule from time to time.

(ii) “Bail-in Powers”

means any Write Down and Conversion Powers as defined in the EU Bail-in Legislation Schedule, in relation to the relevant Bail-in Legislation.

(iii) “BRRD”

means Directive 2014/59/EU establishing a framework for the recovery and resolution of credit institutions and investment firms.

(iv) “BRRD Liability”

means a liability in respect of which the relevant Write Down and Conversion Powers in the applicable Bail-in Legislation may be exercised.

(v)

“EU Bail-in Legislation Schedule” means the document described as such, then in effect, and published by the Loan Market

Association (or any successor person) from time to time at http://www.lma.eu.com/pages.aspx?p=499.

(vi) “Relevant Resolution

Authority” means the resolution authority with the ability to exercise any Bail-in Powers in relation to the relevant Underwriters.

22. Acknowledgement

and Consent to UK Bail-In Powers. Notwithstanding and to the exclusion of any other term of this Agreement or any other agreements,

arrangements, or understandings between the Underwriters and the Company, the Company acknowledges and accepts that a UK Bail-in Liability

arising under this Agreement may be subject to the exercise of UK Bail-in Powers by the relevant UK resolution authority, and acknowledges,

accepts, and agrees to be bound by:

(a) the effect of the exercise

of UK Bail-in Powers by the relevant UK resolution authority in relation to any UK Bail-in Liability of the relevant Underwriters to the

Company under this Agreement, that (without limitation) may include and result in any of the following, or some combination thereof:

(i) the reduction of all, or

a portion, of the UK Bail-in Liability or outstanding amounts due thereon;

(ii) the conversion of all, or

a portion, of the UK Bail-in Liability into shares, other securities, or other obligations of the Underwriters, or another person, and

the issue to or conferral on the Company of such shares, securities, or obligations;

(iii) the cancellation of the

UK Bail-in Liability;

(iv) the amendment or alteration

of any interest, if applicable, thereon, the maturity or the dates on which any payments are due, including by suspending payment for

a temporary period; and

(b) the variation of the terms

of this Agreement, as deemed necessary by the relevant UK resolution authority, to give effect to the exercise of the UK Bail-in Powers

by the relevant UK resolution authority.

(i)

“UK Bail-in Legislation” means Part I of the UK Banking Act 2009 and any other law or regulation applicable

in the United Kingdom relating to the resolution of unsound or failing banks, investment firms, or other financial institutions or their

affiliates (otherwise than through liquidation, administration, or other insolvency proceedings).

(ii)

“UK Bail-in Liability” means a liability in respect of which the UK Bail-in Powers may be exercised.

(iii)

“UK Bail-in Powers” means the powers under the UK Bail-in Legislation to cancel, transfer, or dilute shares

issued by a person that is a bank or investment firm or affiliate of a bank or investment firm; to cancel, reduce, modify, or change the

form of a liability of such a person or any contract or instrument under which that liability arises; to convert all or part of that liability

into shares, securities, or obligations of that person or any other person; to provide that any such contract or instrument is to have

effect as if a right had been exercised under it; or to suspend any obligation in respect of that liability.

23. Recognition of the U.S. Special

Resolution Regimes.

(a) In the event that any Underwriter

that is a Covered Entity becomes subject to a proceeding under a U.S. Special Resolution Regime, the transfer from such Underwriter of

this Agreement, and any interest and obligation in or under this Agreement, will be effective to the same extent as the transfer would

be effective under the U.S. Special Resolution Regime if this Agreement, and any such interest and obligation, were governed by the laws

of the United States or a state of the United States.

(b) In the event that any Underwriter

that is a Covered Entity or a BHC Act Affiliate of such Underwriter becomes subject to a proceeding under a U.S. Special Resolution Regime,

Default Rights under this Agreement that may be exercised against such Underwriter are permitted to be exercised to no greater extent

than such Default Rights could be exercised under the U.S. Special Resolution Regime if this Agreement were governed by the laws of the

United States or a state of the United States.

As used in this Section 23:

“BHC Act Affiliate” has the

meaning assigned to the term “affiliate” in, and shall be interpreted in accordance with, 12 U.S.C. § 1841(k).

“Covered Entity” means any

of the following:

(i) a “covered entity” as that term is defined in, and interpreted in accordance with, 12 C.F.R.

§ 252.82(b);

(ii) a “covered bank” as that term is defined in, and interpreted in accordance with, 12 C.F.R.

§ 47.3(b); or

(iii) a “covered FSI” as that term is defined in, and interpreted in accordance with, 12 C.F.R.

§ 382.2(b).

“Default Right” has the meaning

assigned to that term in, and shall be interpreted in accordance with, 12 C.F.R. §§ 252.81, 47.2, or 382.1, as applicable.

“U.S. Special Resolution Regime”

means each of (i) the Federal Deposit Insurance Act and the regulations promulgated thereunder and (ii) Title II of the Dodd-Frank

Wall Street Reform and Consumer Protection Act and the regulations promulgated thereunder.

[Signature pages follow]

If the foregoing is in accordance with your understanding,

please sign and return to us the enclosed duplicate hereof, and, upon the acceptance hereof by you, as the Representatives, this letter

and such acceptance hereof shall constitute a binding agreement between the Representatives and the Company.

Very truly yours,

BOOKING HOLDINGS INC.

By:

/s/ Ewout L. Steenbergen

Name:

Ewout L. Steenbergen

Title:

Executive Vice President and Chief Financial Officer

[Signature Page to Underwriting

Agreement]

The foregoing Agreement is hereby confirmed and accepted

as of the date specified in Schedule I hereto.

CITIGROUP GLOBAL MARKETS INC.

By:

/s/ Adam D. Bordner

Name:

Adam D. Bordner

Title:

Managing Director

DEUTSCHE BANK SECURITIES INC.

By:

/s/ Kevin Prior

Name:

Kevin Prior

Title:

Managing Director

By:

/s/ John Han

Name:

John Han

Title:

Managing Director

GOLDMAN SACHS & CO. LLC

By:

/s/ Jonathan K. Zwart

Name:

Jonathan K. Zwart

Title:

Managing Director

J.P. MORGAN SECURITIES LLC

By:

/s/ Stephen L. Sheiner

Name:

Stephen L. Sheiner

Title:

Executive Director

[Signature

Page to Dollar Underwriting Agreement]

SCHEDULE I

Underwriting Agreement dated May 5, 2026

Registration Statement No. 333-273678

Representatives: Citigroup Global Markets Inc., Deutsche Bank Securities Inc., Goldman Sachs & Co. LLC, and J.P. Morgan Securities LLC

Title, Purchase Price, and Description of Securities:

Title: 5.375%

Senior Notes due 2036

Principal Amount of Securities to be issued and sold by the Company:

2036 Notes: $750,000,000

Price to Underwriters for Securities sold:

99.451% of the principal amount of the 2036 Notes

Closing Date, Time, and Location: May 7, 2026, at 9:00 a.m. New

York City time at the offices of Cravath, Swaine & Moore LLP, Two Manhattan West, 375 Ninth Avenue, New York, NY 10001.

SCHEDULE II

Underwriters

Principal Amount of

Securities to be

Purchased

Citigroup Global Markets Inc.

$ 105,000,000

Deutsche Bank Securities Inc.

$ 105,000,000

Goldman Sachs & Co. LLC

$ 105,000,000

J.P. Morgan Securities LLC

$ 105,000,000

BofA Securities, Inc.

$ 50,625,000

BNP Paribas Securities Corp.

$ 50,625,000

HSBC Securities (USA) Inc.

$ 50,625,000

Santander US Capital Markets LLC

$ 50,625,000

TD Securities (USA) LLC

$ 50,625,000

U.S. Bancorp Investments, Inc.

$ 50,625,000

Standard Chartered Bank

$ 15,000,000

ICBC Standard Bank Plc

$ 11,250,000

Total

$ 750,000,000

SCHEDULE III

Pricing term sheet to be provided separately.

Filed Pursuant

to Rule 433 Registration Statement No. 333-273678

May 5, 2026

PRICING TERM SHEET

Dated May 5, 2026

BOOKING HOLDINGS INC.

The information in this pricing

term sheet supplements Booking Holdings Inc.’s preliminary prospectus supplement, dated May 5, 2026 (the “Preliminary

Prospectus Supplement”), and supersedes the information in the Preliminary Prospectus Supplement to the extent inconsistent

with the information in the Preliminary Prospectus Supplement. In all other respects, this term sheet is qualified in its entirety by

reference to the Preliminary Prospectus Supplement. You should rely on the information contained or incorporated by reference in the Preliminary

Prospectus Supplement, as supplemented by this final pricing term sheet, in making an investment decision with respect to the Notes. Terms

used herein but not defined herein shall have the respective meanings as set forth in the Preliminary Prospectus Supplement.

Issuer:

Booking Holdings Inc. (the “Issuer”).

Trade Date:

May 5, 2026.

Settlement Date:

May 7, 2026 (T+2).

Ratings*:

[reserved].

Format:

SEC Registered.

Notes:

$750,000,000 5.375% Senior Unsecured Notes due 2036 (the “Notes”).

Principal Amount:

$750,000,000.

Maturity Date:

May 7, 2036.

Benchmark Treasury:

4.125% UST due February 15, 2036.

Benchmark Treasury Price / Yield:

97-22 / 4.418%.

Spread to Benchmark Treasury:

+97 basis points.

Yield to Maturity:

5.388%.

Initial Public Offering Price:

99.901%.

Gross Proceeds:

$749,257,500.

Net Proceeds to Issuer (before expenses):

$745,882,500.

Interest Payment Dates:

May 7 and November 7.

First Interest Payment Date:

November 7, 2026.

Record Dates:

April 22 and October 22.

Optional Redemption:

Redeemable in whole or in part prior to February 7, 2036 (the “Par Call Date”), at the greater of: (1)(a) the sum of the present values of the remaining scheduled payments of principal and interest on the Notes discounted to the redemption date (assuming the Notes matured on the Par Call Date) on a semi-annual basis (assuming a 360-day year consisting of twelve 30-day months) at the Treasury Rate plus 15 basis points, less (b) interest accrued to, but excluding, the date of redemption and (2) 100% of the principal amount of the Notes; plus, in the case of each of (1) and (2) accrued and unpaid interest thereon to, but excluding, the date of redemption.

Redeemable in whole or in part on or after the Par Call Date at 100% of the principal amount of the Notes, plus accrued and unpaid interest thereon, if any, to, but excluding, the date of redemption.

Concurrent Offering:

On May 5, 2026, the Issuer priced €600,000,000 3.500% Senior Unsecured Notes due 2030, €700,000,000 4.000% Senior Unsecured Notes due 2034 and €600,000,000 4.500% Senior Unsecured Notes due 2039 (the “EUR Notes Offering”, and such senior notes, the “EUR Notes”). The closing of this offering of the Notes is not conditioned upon the closing of the EUR Notes Offering, and the closing of the EUR Notes Offering is not conditioned upon the closing of this offering of the Notes. No assurance can be made that the EUR Notes Offering will be consummated on its proposed terms or at all. The EUR Notes are only being offered pursuant to a separate prospectus supplement and nothing contained herein shall constitute an offer to sell or the solicitation of an offer to buy the EUR Notes.

CUSIP Number:

09857L BN7.

ISIN Number:

US09857LBN73.

Joint Book-Running Managers:

Citigroup Global Markets Inc.

Deutsche Bank Securities Inc.

Goldman Sachs & Co. LLC

J.P. Morgan Securities LLC

BNP Paribas Securities Corp.

BofA Securities, Inc.

HSBC Securities (USA) Inc.

Santander US Capital Markets LLC

TD Securities (USA) LLC

U.S. Bancorp Investments, Inc.

Standard Chartered Bank

Co-Manager:

ICBC Standard Bank Plc

* A securities rating is not a recommendation to buy, sell or

hold securities and may be subject to revision or withdrawal at any time. Credit ratings are subject to change depending on financial

and other factors.

******

The Issuer has filed a registration statement (including a prospectus)

with the Securities and Exchange Commission (the “SEC”) for the offering to which this communication relates. Before

you invest, you should read the prospectus in that registration statement and the other documents the Issuer has filed with the SEC for

more complete information about the Issuer and this offering. You may get these documents for free by visiting EDGAR on the SEC website

at www.sec.gov. A copy of the Preliminary Prospectus Supplement for the offering can be obtained by calling Citigroup Global Markets Inc.

toll-free at 1 (800) 831-9146, Deutsche Bank Securities Inc. toll-free at 1 (800) 503-4611, Goldman Sachs & Co. LLC toll-free

at 1 (866) 471-2526 and J.P. Morgan Securities LLC at 1 (212) 834-4533 (call collect).

You should rely on the information contained or incorporated by

reference in the Preliminary Prospectus Supplement, as supplemented by this final pricing term sheet in making an investment decision

with respect to the Notes.

This communication shall not constitute an offer to sell or the

solicitation of an offer to buy securities nor shall there be any sale of these securities in any state in which such solicitation or

sale would be unlawful prior to registration or qualification of these securities under the laws of any such state.

ANY DISCLAIMERS OR OTHER NOTICES THAT MAY APPEAR BELOW ARE NOT

APPLICABLE TO THIS COMMUNICATION AND SHOULD BE DISREGARDED. SUCH DISCLAIMERS OR OTHER NOTICES WERE AUTOMATICALLY GENERATED AS A RESULT

OF THIS COMMUNICATION BEING SENT VIA BLOOMBERG OR ANOTHER EMAIL SYSTEM.

SCHEDULE IV

Schedule of other information included in the

Disclosure Package

None.

SCHEDULE V

Schedule of Issuer Free Writing Prospectuses included in the Disclosure

Package

Pricing Term Sheet, dated May 5, 2026, relating to the Securities,

as filed pursuant to Rule 433 under the Act and in the form of Schedule III hereto.

ANNEX I

Form of Deloitte & Touche LLP

Comfort Letter

ANNEX II

Restrictions on Offers and Sales Outside the

United States

In connection with offers and sales of Securities

outside the United States:

(a)           Each

Underwriter, severally and not jointly, represents, warrants, and agrees that:

(i)            it

has only communicated or caused to be communicated and will only communicate or cause to be communicated an invitation or inducement to

engage in investment activity (within the meaning of Section 21 of the FSMA) received by it in connection with the issue or sale

of any Securities in circumstances in which Section 21(1) of the FSMA does not apply to the Company; and

(ii)           it

has complied and will comply with all applicable provisions of the FSMA with respect to anything done by it in relation to any Securities

in, from, or otherwise involving the United Kingdom.

(b)           Each

Underwriter represents and agrees, severally and not jointly, that it has not offered, sold, or otherwise made available and will not

offer, sell, or otherwise make available any Securities which are the subject of the offering contemplated by the Final Prospectus to

any retail investor in the European Economic Area. For the purposes of this provision, the expression “retail investor” means

a person who is one (or more) of the following:

(i)            a

retail client as defined in point (11) of Article 4(1) of Directive (EU) 2014/65 (as amended, “MiFID II”); or

(ii)           a

customer within the meaning of Directive (EU) 2016/97, as amended, where that customer would not qualify as a professional client as defined

in point (10) of Article 4(1) of MiFID II.

Underwriter represents and agrees, severally and not jointly, that it has not offered, sold, distributed or otherwise made available and

will not offer, sell, distribute or otherwise make available any Securities which are the subject of the offering contemplated by the

Final Prospectus to any retail investor in the United Kingdom. For the purposes of this provision, the expression “retail investor”

means a person who is not a professional client, as defined in point (8) of Article 2(1) of Regulation (EU) No 600/2014

as it forms part of domestic law of the United Kingdom by virtue of the EUWA.

(d)           Each

Underwriter, severally and not jointly, represents, warrants, and agrees that it will not offer, sell, or deliver, directly or indirectly,

any of the Securities or distribute any prospectus supplement, the Base Prospectus, or any other offering material relating to the Securities,

in or from any jurisdiction except under circumstances that will, to the best of its knowledge and belief, result in compliance with the

applicable laws and regulations thereof and that will not impose any obligations on us except as agreed to with us in advance of such

offer, sale, or delivery.

(e)           Each

Underwriter, severally and not jointly, represents, warrants, and agrees that the Securities may not be offered or sold by means of any

document other than (i) in circumstances that do not constitute an offer to the public within the meaning of the Companies Ordinance

(Cap.32, Laws of Hong Kong), or (ii) to “professional investors” within the meaning of the Securities and Futures Ordinance

(Cap.571, Laws of Hong Kong) and any rules made thereunder, or (iii) in other circumstances that do not result in the document

being a “prospectus” within the meaning of the Companies Ordinance (Cap.32, Laws of Hong Kong), and no advertisement, invitation,

or document relating to the Securities may be issued or may be in the possession of any person for the purpose of issue (in each case

whether in Hong Kong or elsewhere), that is directed at, or the contents of which are likely to be accessed or read by, the public in

Hong Kong (except if permitted to do so under the laws of Hong Kong) other than with respect to notes that are or are intended to be disposed

of only to persons outside Hong Kong or only to “professional investors” within the meaning of the Securities and Futures

Ordinance (Cap. 571, Laws of Hong Kong) and any rules made thereunder.

(f)           Each

Underwriter, severally and not jointly, represents, warrants, and agrees that the Securities have not been and will not be registered

under the Financial Instruments and Exchange Law of Japan (the Financial Instruments and Exchange Law), and each Underwriter severally

and not jointly, represents, warrants, and agrees that it will not offer or sell any of the Securities, directly or indirectly, in Japan

or to, or for the benefit of, any resident of Japan (which term as used herein means any person resident in Japan, including any corporation

or other entity organized under the laws of Japan), or to others for re-offering or resale, directly or indirectly, in Japan or to a resident

of Japan, except pursuant to an exemption from the registration requirements of, and otherwise in compliance with, the Financial Instruments

and Exchange Law and any other applicable laws, regulations, and ministerial guidelines of Japan.

(g)           Each

Underwriter, severally and not jointly, represents, warrants, and agrees that the Final Prospectus has not been registered as a prospectus

with the Monetary Authority of Singapore. Accordingly, each Underwriter, severally and not jointly, represents, warrants, and agrees that

the Final Prospectus and any other document or material in connection with the offer or sale, or invitation for subscription or purchase,

of the Securities may not be circulated or distributed, nor may the Securities be offered or sold, or be made the subject of an invitation

for subscription or purchase, whether directly or indirectly, to persons in Singapore other than (i) to an institutional investor

(as defined in Section 4A of the Securities and Futures Act 2001 of Singapore, as modified or amended from time to time (the “SFA”))

pursuant to Section 274 of the SFA or (ii) to an accredited investor (as defined in Section 4A of the SFA) pursuant to

and in accordance with the conditions specified in Section 275 of the SFA.

(h)           The

Securities may be sold in Canada only to purchasers purchasing, or deemed to be purchasing, as principal that are accredited investors,

as defined in National Instrument 45-106 Prospectus Exemptions or subsection 73.3(1) of the Securities Act (Ontario), and are permitted

clients, as defined in National Instrument 31-103 Registration Requirements, Exemptions and Ongoing Registrant Obligations. Any resale

of the Securities must be made in accordance with an exemption from, or in a transaction not subject to, the prospectus requirements of

applicable securities laws.

(i)            The

Securities have not been and will not be registered with the Financial Services Commission of Korea under the Financial Investment Services

and Capital Markets Act of Korea. Accordingly, the Securities have not been and will not be offered, sold or delivered, directly or indirectly,

in Korea or to, or for the account or benefit of, any resident of Korea (as defined in the Foreign Exchange Transactions Law of Korea

and its Enforcement Decree) or to others for re-offering or resale, except as otherwise permitted by applicable Korean laws and regulations.

In addition, within one year following the issuance of the Securities, the Securities may not be transferred to any resident of Korea

other than a qualified institutional buyer (as such term is defined in the regulation on issuance, public disclosure, etc. of securities

of Korea, a “Korean QIB”) registered with the Korea Financial Investment Association (the “KOFIA”)

as a Korean QIB and subject to the requirement of monthly reports with the KOFIA of its holding of Korean QIB bonds as defined in the

Regulation on Issuance, Public Disclosure, etc. of notes of Korea, provided that (a) the Securities are denominated, and the

principal and interest payments thereunder are made, in a currency other than Korean won, (b) the amount of the Securities acquired

by such Korean QIBs in the primary market is limited to less than 20 per cent. of the aggregate issue amount of the Securities, (c) the

Securities are listed on one of the major overseas securities markets designated by the Financial Supervisory Service of Korea, or certain

procedures, such as registration or report with a foreign financial investment regulator, have been completed for offering of the Securities

in a major overseas securities market, (d) the one-year restriction on offering, delivering, or selling of Securities to a Korean

resident other than a Korean QIB is expressly stated in the Securities, the relevant underwriting agreement, subscription agreement, and

the Final Prospectus, and (e) the Company and the representatives shall individually or collectively keep the evidence of fulfillment

of conditions (a) through (d) above after having taken necessary actions therefor.

(j)            The

Securities have not been and will not be registered with the Financial Supervisory Commission of Taiwan pursuant to relevant securities

laws and regulations and may not be sold, issued, or offered within Taiwan through a public offering or in circumstances which constitute

an offer within the meaning of the Securities and Exchange Act of Taiwan that requires a registration or approval of the Financial Supervisory

Commission of Taiwan. No person or entity in Taiwan has been authorized to offer, sell, give advice regarding, or otherwise intermediate

the offering and sale of the Securities in Taiwan.

(k)           The

Securities have not been, and are not being, publicly offered, sold, promoted, or advertised in the United Arab Emirates (including the

Abu Dhabi Global Market and the Dubai International Financial Centre) other than in compliance with the laws, regulations, and rules of

the United Arab Emirates, the Abu Dhabi Global Market, and the Dubai International Financial Centre governing the issue, offering, and

sale of securities. Further, the Final Prospectus does not constitute a public offer of securities in the United Arab Emirates (including

the Abu Dhabi Global Market and the Dubai International Financial Centre) and is not intended to be a public offer. The Final Prospectus

has not been approved by or filed with the Central Bank of the United Arab Emirates, the Securities and Commodities Authority, the Financial

Services Regulatory Authority, or the Dubai Financial Services Authority.

(l)            The

Final Prospectus is not intended to constitute an offer or solicitation to purchase or invest in the Securities. The Securities may not

be publicly offered, directly or indirectly, in Switzerland within the meaning of the Swiss Financial Services Act (the “FinSA”)

and no application has or will be made to admit the Securities to trading on any trading venue (exchange or multilateral trading facility)

in Switzerland. Neither the Final Prospectus nor any other offering or marketing material relating to the Securities constitutes a prospectus

pursuant to the FinSA, and neither the Final Prospectus nor any other offering or marketing material relating to the Securities may be

publicly distributed or otherwise made publicly available in Switzerland.

EX-4.1 — EXHIBIT 4.1

EX-4.1

Filename: tm2613920d1_ex4-1.htm · Sequence: 3

Exhibit 4.1

[FACE OF NOTE]

UNLESS THIS CERTIFICATE IS

PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY (“DTC”), EUROCLEAR BANK S.A./N.V. (“EUROCLEAR”),

OR CLEARSTREAM BANKING, SOCIETE ANONYME (“CLEARSTREAM”), TO THE COMPANY OR ITS AGENT FOR REGISTRATION OF TRANSFER, EXCHANGE

OR PAYMENT, AND ANY CERTIFICATE ISSUED IS REGISTERED IN THE NAME OF ITS AUTHORIZED NOMINEE, OR SUCH OTHER NAME AS IS REQUESTED BY AN AUTHORIZED

REPRESENTATIVE OF DTC, EUROCLEAR OR CLEARSTREAM (AND ANY PAYMENT IS MADE TO ITS AUTHORIZED NOMINEE, OR TO SUCH OTHER ENTITY AS IS REQUESTED

BY AN AUTHORIZED REPRESENTATIVE OF DTC, EUROCLEAR OR CLEARSTREAM), ANY TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY

OR TO ANY PERSON IS WRONGFUL INASMUCH AS THE REGISTERED OWNER HEREOF, ITS AUTHORIZED NOMINEE, HAS AN INTEREST HEREIN.

THIS NOTE IS HELD BY THE DEPOSITARY

(AS DEFINED IN THE INDENTURE GOVERNING THIS NOTE) OR ITS NOMINEE IN CUSTODY FOR THE BENEFIT OF THE BENEFICIAL OWNERS HEREOF, AND IS NOT

TRANSFERABLE TO ANY PERSON UNDER ANY CIRCUMSTANCES EXCEPT THAT (I) THE TRUSTEE MAY MAKE SUCH NOTATIONS HEREON AS MAY BE

REQUIRED PURSUANT TO SECTION 9.05 OF THE INDENTURE, (II) THIS NOTE MAY BE EXCHANGED IN WHOLE BUT NOT IN PART PURSUANT

TO SECTION 2.07 OF THE INDENTURE, (III) THIS NOTE MAY BE DELIVERED TO THE TRUSTEE FOR CANCELLATION PURSUANT TO SECTION 2.12

OF THE INDENTURE AND (IV) THIS NOTE MAY BE TRANSFERRED TO A SUCCESSOR DEPOSITARY WITH THE PRIOR WRITTEN CONSENT OF THE COMPANY

(AS DEFINED IN THE INDENTURE GOVERNING THIS NOTE).

BOOKING HOLDINGS INC.

5.375% SENIOR NOTES DUE 2036

No. 1

$500,000,000

ISIN US09857LBN73

CUSIP 09857L BN7

Maturity Date: May 7, 2036

BOOKING HOLDINGS INC., a corporation

duly organized and existing under the laws of the State of Delaware (herein called the “Company”, which term includes any

successor Person under the Indenture referred to on the reverse hereof), for value received, hereby promises to pay to Cede &

Co. or registered assigns, the principal sum as set forth in the attached Schedule of Increases and Decreases, at the office or agency

of the Company in the Borough of Manhattan, The City and State of New York, or any other office or agency designated by the Company for

that purpose, semi-annually in arrears on May 7 and November 7 of each year, in U.S. dollars, commencing on November 7,

2026, on said principal sum at said office or agency, in like coin or currency, at the rate of 5.375% per annum. Interest on the Notes

(as defined on the reverse hereof) will accrue from the most recent date from which interest has been paid, or if no interest has been

paid, from May 7, 2026, until payment of said principal sum has been made or duly provided for. The interest so payable on May 7

and November 7 will, subject to certain exceptions provided in the Indenture referred to on the reverse hereof, be paid to the person

in whose name this Note is registered at the close of business on the April 22 and October 22, preceding such May 7 and

November 7, respectively, unless the Company shall default in the payment of interest due on such interest payment date, in which

case such defaulted interest, at the option of the Company, may be paid to the person in whose name this Note is registered at the close

of business on a special record date for the payment of such defaulted interest established by notice to the registered Holders of Notes

not less than thirty days preceding such special record date or may be paid in any other lawful manner. Interest on this Note will be

calculated on the basis of a 360 day year comprised of twelve 30 day months.

If any interest payment date

or the maturity date falls on a day that is not a business day, the required payment will be made on the next succeeding business day

and no interest on such payment will accrue in respect of the delay. The term “business day” means any day, other than a Saturday

or Sunday, that is not a day on which banking institutions in the City of New York are authorized or required by law or executive order

to close.

Reference is made to the further

provisions of this Note set forth on the reverse hereof. Such further provisions shall for all purposes have the same effect as though

fully set forth at this place.

Unless the certificate of

authentication hereon has been executed by the Trustee referred to on the reverse hereof or an authenticating agent appointed by the Company,

by manual signature, this Note shall not be entitled to any benefit under the Indenture or be valid or obligatory for any purpose.

[Signature page follows]

IN WITNESS WHEREOF, the Company

has caused this instrument to be duly executed and delivered.

Dated: May 7, 2026

BOOKING HOLDINGS INC.

By:

Name:

Ewout L. Steenbergen

Title:

Executive Vice President and Chief Financial Officer

[Signature

Page to 2036 Note]

This is one of the Notes designated therein referred to in the within

mentioned Indenture.

Dated: May 7, 2026

U.S. BANK TRUST COMPANY, NATIONAL ASSOCIATION, as Trustee

By:

Authorized Signatory

[Signature

Page to 2036 Note]

[REVERSE OF NOTE]

1.             Notes.

This Note is one of a duly

authorized issue of Senior Notes of the Company (herein called the "Notes"), issued and to be issued in one or more series

under an Officers’ Certificate of the Company, dated as of May 7, 2026 (the "Officers’ Certificate"),

pursuant to the Indenture dated as of August 8, 2017 (the "Base Indenture" and, together with the Officer’s

Certificate, 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 (herein called the "Trustee," which term includes any successor

Trustee under the Indenture), and reference is hereby made to the Indenture for a statement of the respective rights, limitations of rights,

duties and immunities thereunder of the Company, the Trustee, and the Holders and of the terms upon which the Notes are, and are to be,

authenticated and delivered. This Note is one of the series designated on the face hereof as “5.375% Senior Notes due 2036,"

issued in an initial aggregate principal amount of $750,000,000. The Notes will be issued only in minimum denominations of $2,000 and

integral multiples of $1,000 in excess thereof. All terms used in this Note which are defined in the Indenture shall have the meanings

assigned to them in the Indenture.

2.             No

Sinking Fund.

The Notes will not be entitled

to the benefit of any sinking fund.

3.             Optional

Redemption.

(a) At the Company’s

option, the Notes may be redeemed in whole or in part on or after February 7, 2036 (the "Par Call Date"), at 100%

of the principal amount of the Notes to be redeemed, plus accrued and unpaid interest thereon, if any, to, but excluding, the date of

redemption.

(b) At the Company’s

option, the Notes may be redeemed prior to the Par Call Date, in whole or in part, at any time and from time to time, at a redemption

price (expressed as a percentage of principal amount and rounded to three decimal places) 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) (a) the sum of

the present values of the remaining scheduled payments of principal and interest thereon discounted to the redemption date (assuming such

Notes matured on their Par Call Date) on a semi-annual basis (assuming a 360 day year consisting of twelve 30 day months) at the Treasury

Rate, plus 15 basis points, less (b) interest accrued to, but excluding, the date of redemption, and (2) 100% of the principal

amount of the Notes to be redeemed. Neither the Trustee nor the Paying Agent shall have any responsibility for calculating the redemption

price. The Company’s actions and determinations in determining the redemption price shall be conclusive and binding for all purposes,

absent manifest error.

“Treasury Rate"

means, with respect to any redemption date for the Notes, the yield determined by the Company in accordance with the following two paragraphs.

The Treasury Rate applicable

to such redemption of Notes shall be determined by the Company after 4:15 p.m., New York City time (or after such time as yields on U.S.

government securities are posted daily by the Board of Governors of the Federal Reserve System), on the third business day preceding the

redemption date based upon the yield or yields for the most recent day that appear after such time on such day in the most recent statistical

release published by the Board of Governors of the Federal Reserve System designated as “Selected Interest Rates (Daily) —

H.15” (or any successor designation or publication) (“H.15”) under the caption “U.S. government securities

— Treasury constant maturities — Nominal” (or any successor caption or heading) (“H.15 TCM”). In

determining the applicable Treasury Rate, the Company shall select, as applicable: (1) the yield for the Treasury constant maturity

on H.15 exactly equal to the period from the applicable redemption date to the Par Call Date (the “Remaining Life”);

or (2) if there is no such Treasury constant maturity on H.15 exactly equal to the Remaining Life, the two yields — one yield

corresponding to the Treasury constant maturity on H.15 immediately shorter than and one yield corresponding to the Treasury constant

maturity on H.15 immediately longer than the Remaining Life — and shall interpolate to the Par Call Date on a straight-line basis

(using the actual number of days) using such yields and rounding the result to three decimal places; or (3) if there is no such Treasury

constant maturity on H.15 shorter than or longer than the Remaining Life, the yield for the single Treasury constant maturity on H.15

closest to the Remaining Life. For purposes of this paragraph, the applicable Treasury constant maturity or maturities on H.15 shall be

deemed to have a maturity date equal to the relevant number of months or years, as applicable, of such Treasury constant maturity from

the applicable redemption date.

If on the third business day

preceding the applicable redemption date H.15 TCM is no longer published, the Company shall calculate the Treasury Rate applicable to

such redemption based on the rate per annum equal to the semi-annual equivalent yield to maturity at 11:00 a.m., New York City time, on

the second business day preceding such redemption date of the United States Treasury security maturing on, or with a maturity that is

closest to, the Par Call Date, as applicable. If there is no United States Treasury security maturing on the Par Call Date but there are

two or more United States Treasury securities with a maturity date equally distant from the Par Call Date, one with a maturity date preceding

the Par Call Date and one with a maturity date following the Par Call Date, the Company shall select the United States Treasury security

with a maturity date preceding the Par Call Date. If there are two or more United States Treasury securities maturing on the Par Call

Date or two or more United States Treasury securities meeting the criteria of the preceding sentence, the Company shall select from among

these two or more United States Treasury securities the United States Treasury security that is trading closest to par based upon the

average of the bid and asked prices for such United States Treasury securities at 11:00 a.m., New York City time. In determining the Treasury

Rate in accordance with the terms of this paragraph, the semi-annual yield to maturity of the applicable United States Treasury security

shall be based upon the average of the bid and asked prices (expressed as a percentage of principal amount) at 11:00 a.m., New York City

time, of such United States Treasury security, and rounded to three decimal places.

4.             Selection

and Notice of Redemption.

(a)             In

the case of a partial redemption, selection of the Notes for redemption will be made pro rata, by lot or by such other method as

the Trustee in its sole discretion deems appropriate and fair and in accordance with the applicable procedures of the depositary. No Notes

of a principal amount of $2,000 or less will be redeemed in part. If any Note is to be redeemed in part only, the notice of redemption

that relates to the Note will state the portion of the principal amount of the Note to be redeemed. A new Note in a principal amount equal

to the unredeemed portion of the Note will be issued in the name of the Holder of the Note upon surrender for cancellation of the original

Note. For so long as the Notes are held by DTC (or another depositary), the redemption of the Notes shall be done in accordance with the

policies and procedures of the depositary.

(b)             Notice

of any redemption will be sent electronically or, at the Company’s option, mailed (or otherwise transmitted in accordance with the

depositary’s procedures) at least 10 days but not more than 60 days before the redemption date to each Holder of Notes to be redeemed,

except that a redemption notice may be delivered more than 60 days prior to the redemption date if such notice is issued in connection

with legal or covenant defeasance of the Company’s obligations or a satisfaction and discharge of the Indenture, or if the redemption

date is delayed as provided for below. The Company may provide in any redemption notice that payment of the redemption price and the performance

of the Company’s obligations with respect to such redemption may be performed by another Person. Unless the Company defaults in

payment of the redemption price, on or after the redemption date, interest will cease to accrue on the Notes called for redemption. Any

redemption of Notes or notice thereof may, at the Company’s discretion, be subject to the satisfaction (or waiver by the Company,

in its sole discretion) of one or more conditions precedent. If such redemption or notice is subject to satisfaction of one or more conditions

precedent, such notice may state that, in the Company’s discretion, the redemption date may be delayed until such time as any or

all such conditions shall be satisfied (or waived by the Company in its sole discretion), or such redemption may not occur and such notice

may be rescinded in the event that any or all such conditions shall not have been (or, in the Company’s sole determination, may

not be) satisfied (or waived by the Company in its sole discretion) by the redemption date, or by the redemption date so delayed.

5.             Acceleration

Upon Event of Default.

(a) If an Event of Default

occurs and is continuing, the Trustee by notice to the Company, or the Holders of at least 25% in principal amount of the then outstanding

Notes by written notice to the Company and the Trustee, may, and the Trustee at the written request of such Holders shall, declare all

the Notes to be due and payable immediately. Notwithstanding the foregoing, in the case of an Event of Default arising from certain events

of bankruptcy or insolvency with respect to the Company, all outstanding Notes will become due and payable immediately without further

action or notice. Holders may not enforce the Indenture or the Notes except as provided in the Indenture. Subject to certain limitations,

Holders of a majority in principal amount of the then outstanding Notes may direct the Trustee in its exercise of any trust or power.

(b) The Holders of a

majority in aggregate principal amount of the Notes then outstanding by notice to the Trustee may on behalf of the Holders of all Notes

waive any existing Default and its consequences under the Indenture except (i) a continuing Default in the payment of interest on,

or the principal of, the Notes (provided, however, that the Holders of a majority in aggregate principal amount of the then

outstanding Notes may rescind an acceleration and its consequences, including any related payment default that resulted from such acceleration),

(ii) a Default arising from the failure to redeem the Notes when required pursuant to the Indenture or (iii) a Default in respect

of a provision that under Section 9.02 of the Indenture cannot be amended without the consent of each Holder of the Notes.

that if a Default occurs and is continuing and if it is actually known to a Responsible Officer of the Trustee, the Trustee shall mail

to each Holder notice of the Default within 90 days after it occurs. Except in the case of a Default in the payment of principal of or

interest on any Note, the Trustee may withhold the notice if and so long as it in good faith determines that withholding the notice is

in the interests of Holders. In addition, the Company is required to deliver to the Trustee, within 120 days after the end of each Fiscal

Year, an Officers’ Certificate stating that in the course of the performance by the signers of their duties as Officers of the Company

they would normally have knowledge of any Default and whether or not the signers know of any Default that occurred during such period.

The Company is also required to deliver to the Trustee, within 30 days after the Company first gains knowledge of the occurrence thereof,

written notice in the form of an Officers’ Certificate of any event which with the giving of notice or the lapse of time would become

an Event of Default, its status and what action the Company is taking or proposes to take with respect thereto (provided that,

solely with respect to an Event of Default arising from certain events of bankruptcy or insolvency, no such status or description of action

is required).

6.             Amendment

and Modification.

The Indenture permits, with

certain exceptions as therein provided, the amendment of the Notes or the Indenture and the modification of the rights and obligations

of the Company and the rights of the Holders under the Indenture at any time by the Company and the Trustee with the consent of the Holders

of not less than a majority in principal amount of the Securities of all Series under the Indenture then outstanding and affected

by such amendment, voting as a single class.

7.             No

Impairment of Obligation to Pay or Right to Convert.

No reference herein to the

Indenture and no provision of this Note or of the Indenture shall alter or impair the obligation of the Company, which is absolute and

unconditional, to pay the principal of, premium, if any, and interest on this Note at the times, places and rate, and in the coin or currency,

herein prescribed.

8.             Transfer

and Exchange.

As provided in the Indenture

and subject to certain limitations set forth therein, the Notes shall be transferable only upon the surrender of a Note for registration

of transfer. When a Note is presented to the Registrar with a request to register a transfer, the Registrar will register the transfer

as requested if the requirements of the Indenture are satisfied. When Notes are presented to the Registrar with a request to exchange

them for an equal principal amount of Notes of other denominations, the Registrar shall make the exchange as requested if the requirements

of the Indenture are met. To permit registration of transfers and exchanges, the Company will execute and the Trustee will authenticate

Notes at the Registrar’s request.

9.             No

Service Charge.

No service charge shall be

made for any such registration of transfer or exchange, but the Company may require payment by the Holder of a sum sufficient to pay all

taxes, assessments or other governmental charges in connection therewith.

10.           Treatment

as Owner.

The registered Holder of a

Note will be treated as the owner of it for all purposes.

11.           Payment

of Interest.

For Notes in definitive form,

interest on such Notes will be payable (i) to Holders holding an aggregate principal amount of Notes of $1.0 million or less, by

check mailed to the Holders of those Notes and (ii) to Holders holding an aggregate principal amount of Notes of more than $1.0 million,

either by check mailed to each Holder or, upon application by a Holder to the Registrar not later than the relevant record date, by wire

transfer in immediately available funds to that Holder’s account, which application shall remain in effect until the Holder notifies,

in writing, the Registrar to the contrary.

The Company shall pay the

principal of and interest on Notes in global form registered in the name of or held by Cede & Co. or its respective nominees

in immediately available funds to Cede & Co. or its respective nominees, as the case may be, as the registered Holder of such

global Notes.

12.           No

Liability.

No past, present or future

director, officer, employee, incorporator or stockholder of the Company, as such, shall have any liability (except in the case of bad

faith or willful misconduct) for any obligations of the Company under the Notes or the Indenture or for any claim based on, in respect

of, or by reason of, such obligations or their creation. Each Holder by accepting a Note waives and releases all such liability. Such

waiver and release are part of the consideration for the issuance of the Notes.

13.           Governing

Law.

THE INDENTURE AND THE NOTES

SHALL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW YORK BUT WITHOUT GIVING EFFECT TO APPLICABLE PRINCIPLES

OF CONFLICTS OF LAW TO THE EXTENT THAT THE APPLICATION OF THE LAWS OF ANOTHER JURISDICTION WOULD BE REQUIRED THEREBY.

SCHEDULE OF INCREASES OR DECREASES

The initial principal amount of this Global Note is $500,000,000. The

following increases or decreases in this Global Note have been made:

Date of

Exchange

Amount of decrease

in Principal Amount

of this Global Note

Amount of increase

in Principal Amount

of this Global Note

Principal amount of

this Global Note

following such

decrease or increase

Signature of

authorized

signatory of

Trustee or

Securities

Custodian

EX-4.2 — EXHIBIT 4.2

EX-4.2

Filename: tm2613920d1_ex4-2.htm · Sequence: 4

Exhibit 4.2

BOOKING HOLDINGS INC.

OFFICERS’ CERTIFICATE PURSUANT TO

SECTIONS 2.02 AND 10.04 OF THE INDENTURE

May 7, 2026

Ewout L. Steenbergen and Peter J. Millones do hereby

certify that they are the Executive Vice President and Chief Financial Officer, and the Executive Vice President and General Counsel,

respectively, of Booking Holdings Inc., a Delaware corporation (the “Company”), and do further certify, pursuant to

resolutions of the Board of Directors of the Company adopted on January 22, 2026 (the “Resolutions”), and in accordance

with Sections 2.02 and 10.04 of the Indenture (the “Indenture”) dated as of August 8, 2017 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”),

as follows:

1. Attached hereto as Annex A

is a true and correct copy of a specimen note (the “Form of Note”) representing the Company’s 5.375% Senior

Notes Due 2036 (the “Notes”). The Notes are a separate Series of Securities under the Indenture.

The Company is initially issuing $750,000,000

in aggregate principal amount of the Notes. The Company may, without the consent of the Holders, issue additional Securities under the

Indenture in the future with the same terms (except for the issue date, price to public and, if applicable, the initial interest payment

date) and with the same CUSIP number as the Notes in an unlimited aggregate principal amount; provided that if any such additional Securities

are not fungible with the Notes for U.S. federal income tax purposes, such additional Securities will have a separate CUSIP number.

2. The Form of Note sets forth

certain of the terms required to be set forth in this Officers’ Certificate pursuant to Section 2.02 of the Indenture, and

said terms are incorporated herein by reference. The Notes were offered at an initial public offering price of 99.901% of the principal

amount thereof.

3. U.S. Bank Trust Company, National

Association shall be the Trustee under the Indenture, Paying Agent for the Notes, and the authenticating agent, Registrar and transfer

agent for the Notes.

4. For purposes of determining compliance

with the payment provisions included in Sections 3.05 and 4.01 of the Indenture, the Company shall deposit money sufficient to pay principal,

interest, redemption prices and accrued interest prior to 11:00 a.m. (New York City time) on the day prior to such payment.

5. In

addition to the covenants set forth in Article IV of the Indenture, the Notes shall include the following additional covenants, and

such additional covenants and the additional Event of Default referred to in Section 6 below shall be subject to Covenant Defeasance

pursuant to Section 8.03 of the Indenture:

“Section 4.06 Limitation on Liens.

The Company will not, and will not

permit any Restricted Subsidiary to, directly or indirectly, incur or permit to exist any Lien securing Indebtedness (the “Initial

Lien”) on any of its properties or assets whether owned at the Issue Date or thereafter acquired, other than Permitted Liens,

without effectively providing that the Notes (together with, at the option of the Company, any other Indebtedness of the Company or any

of its Subsidiaries ranking equally in right of payment with the Notes) are secured equally and ratably with (or prior to) the obligations

so secured for so long as such obligations are so secured.

Notwithstanding the foregoing, the

Company and its Restricted Subsidiaries may create, assume, incur or guarantee Indebtedness secured by a Lien without equally and ratably

securing the Notes; provided that at the time of such creation, assumption, incurrence or guarantee, after giving effect thereto and to

the retirement of any Indebtedness that is being retired substantially concurrently with any such creation, assumption, incurrence or

guarantee, the sum of (a) the aggregate amount of all outstanding Indebtedness of the Company and its Restricted Subsidiaries secured

by Liens other than Permitted Liens and (b) the Attributable Debt associated with all Sale/Leaseback Transactions of the Company

and its Restricted Subsidiaries permitted by the last paragraph under Section 4.07, does not at such time exceed the greater of (i) 20%

of the Consolidated Net Tangible Assets of the Company measured at the date of incurrence of the Lien and (ii) $3.0 billion.

Any such Lien thereby created in favor

of the Notes will be automatically and unconditionally released and discharged upon (i) the release and discharge of each Initial

Lien to which it relates, or (ii) any sale, exchange or transfer to any Person not an Affiliate of the Company of the property or

assets secured by such Initial Lien.

Section 4.07 Limitation on Sale/Leaseback

Transactions.

The Company will not, and will not

permit any Restricted Subsidiary to, enter into any Sale/Leaseback Transaction with respect to any property unless:

(a) the Company or such Restricted

Subsidiary would be entitled to create a Lien on such property securing the Attributable Debt associated with such Sale/Leaseback Transaction

without equally and ratably securing the Notes pursuant to Section 4.06;

(b) the net proceeds of the sale

of the property to be leased are at least equal to such property’s fair market value, as determined by the Company’s Board

of Directors, and the proceeds are applied within 365 days of the effective date of the Sale/Leaseback Transaction to the purchase, construction,

development or acquisition of assets or to the repayment of any Indebtedness of the Company that ranks equally with the Notes or any Indebtedness

of one or more Restricted Subsidiaries; provided that the amount required to be applied to the repayment of any such Indebtedness pursuant

to this clause (b) shall be reduced by the principal amount of any Notes delivered within 365 days after such sale to the Trustee

for retirement and cancellation;

into prior to the Issue Date;

(d) such transaction involves

a lease for not more than three years (or which may be terminated by the Company or a Restricted Subsidiary within a period of not more

than three years);

(e) such transaction was for the

sale and lease between only the Company and a Subsidiary of the Company or only between Subsidiaries of the Company; or

(f) such transaction involves

a sale and lease of property executed by the time of, or within 18 months after the latest of, the acquisition, the completion of construction

or improvement, or the commencement of commercial operation of the property.

Notwithstanding the restrictions outlined

in the preceding paragraph, the Company and its Restricted Subsidiaries will be permitted to enter into Sale/Leaseback Transactions without

complying with the requirements of the preceding paragraph if, after giving effect thereto, the aggregate amount of all Attributable Debt

associated with Sale/Leaseback Transactions not otherwise permitted by the preceding paragraph that is outstanding at such time, together

with the aggregate amount of all outstanding Indebtedness secured by Liens permitted under the second paragraph of Section 4.06,

does not exceed the greater of (i) 20% of the Consolidated Net Tangible Assets of the Company measured at the date of the Sale/Leaseback

Transaction and (ii) $3.0 billion.”

6. In addition to the Events of Default

set forth in Section 6.01 of the Indenture, the Notes shall include the following additional Event of Default, which shall be deemed

an Event of Default under Section 6.01(7) of the Indenture:

“default by the Company or any

majority owned Subsidiary in the payment of the principal or interest on any mortgage, agreement or other instrument under which there

may be outstanding, or by which there may be secured or evidenced any debt for money borrowed in excess of $100 million in the aggregate

of the Company and/or any Subsidiary, whether such debt now exists or shall hereafter be created, which default results in such debt becoming

or being declared due and payable, and such acceleration shall not have been rescinded or annulled within 30 days after written notice

of such acceleration has been received by the Company or such Subsidiary.”

7. For purposes of determining the

principal amount of a Security of any Series issued under the Indenture denominated in a currency other than U.S. dollars, such principal

amount shall be the U.S. dollar equivalent, as determined by the Company by reference to the noon buying rate in the City of New York

for cable transfers for such currency, as such rate is certified for customs purposes by the Federal Reserve Bank of New York on the date

of original issuance of such Security, of the principal amount of such Security.

8. In addition to the definitions set

forth in Article I of the Indenture, the Notes shall include the following additional definitions, which, in the event of a conflict

with the definition of terms in the Indenture, shall control:

“Attributable Debt” in

respect of a Sale/Leaseback Transaction means, as of the time of determination, the present value (discounted at the implicit interest

factor determined in accordance with GAAP) of the total obligations of the lessee for rental payments during the remaining term of the

lease included in such Sale/Leaseback Transaction (including any period for which such lease has been extended), other than amounts required

to be paid on account of property taxes, maintenance, repairs, insurance, water rates and other items that do not constitute payments

for property rights. In the case of any lease which is terminable by the lessee upon payment of a penalty, the Attributable Debt shall

be the lesser of:

(1) the Attributable Debt determined

assuming termination upon the first date such lease may be terminated (in which case the Attributable Debt shall also include the amount

of the penalty, but no rent shall be considered as required to be paid under such lease subsequent to the first date upon which it may

be so terminated); and

(2) the Attributable Debt determined

assuming no such termination.

“Capital Stock” of any

Person means any and all shares, interests (including partnership interests), rights to purchase, warrants, options, participations or

other equivalents of or interests in (however designated) equity of such Person, including any preferred stock, but excluding any debt

securities convertible into such equity.

“Consolidated Net Tangible Assets”

means, as of the time of determination, the aggregate amount of the assets of the Company and the assets of its Subsidiaries, determined

on a consolidated basis, after deducting (1) all goodwill, trade names, trademarks, service marks, patents, unamortized debt discount

and expense and other intangible assets and (2) all current liabilities, in each case as reflected on the most recent consolidated

balance sheet prepared by the Company in accordance with GAAP contained in an annual report on Form 10-K or a quarterly report on

Form 10-Q filed or any amendment thereto pursuant to the Exchange Act by the Company prior to the time as of which “Consolidated

Net Tangible Assets” is being determined or, if the Company is not required to so file, as reflected on its most recent consolidated

balance sheet prepared by the Company in accordance with GAAP.

“GAAP” means generally

accepted accounting principles in the United States of America as in effect from time to time, including those set forth in:

(a) statements and pronouncements

of the Financial Accounting Standards Board;

(b) such other statements by such

other entity as approved by a significant segment of the accounting profession; and

of the SEC governing the inclusion of financial statements (including pro forma financial statements) in periodic reports required to

be filed pursuant to Section 13 of the Exchange Act, including opinions and pronouncements in staff accounting bulletins and similar

written statements from the accounting staff of the SEC.

“Hedging Obligations” means:

(a) interest rate swap agreements

and other agreements designed to hedge or reduce the risk of interest rate fluctuations; and

(b) agreements or arrangements

designed to hedge or reduce the risk of fluctuations in currency exchange rates or commodity prices.

“Indebtedness” means, with

respect to any Person on any date of determination: the principal in respect of (A) indebtedness of such Person for money borrowed,

including, without limitation, indebtedness for money borrowed evidenced by notes, debentures, bonds or other similar instruments and

(B) all guarantees in respect of such indebtedness of another Person (it being understood, however, that indebtedness for money borrowed

shall in no event include any amounts payable or other liabilities to trade creditors (including undrawn letters of credit) arising in

the ordinary course of business). For the avoidance of doubt, Hedging Obligations are not Indebtedness.

“Issue Date” means May 7,

2026, the date on which the Notes were originally issued.

“Lien” means any mortgage

or deed of trust, charge, pledge, lien, privilege, security interest, assignment, easement, hypothecation, claim, preference, priority

or other similar encumbrance upon or with respect to any property of any kind (including any conditional sale, capital lease or other

title retention agreement); provided, however, that in no event shall an operating lease be deemed to constitute a Lien.

“Permitted Liens” means,

with respect to any Person:

(a) Liens securing Indebtedness

incurred to finance the construction, purchase or lease of, or repairs, improvements or additions to, property, plant or equipment of

such Person; provided, however, that the Lien may not extend to any other property owned by such Person or any of its Subsidiaries at

the time the Lien is incurred (other than assets and property affixed or appurtenant thereto), and the Indebtedness (other than any interest

thereon) secured by the Lien may not be incurred more than 18 months after the later of the acquisition, completion of construction, repair,

improvement, addition or commencement of full operation of the property subject to the Lien;

(b) Liens existing on the Issue

Date;

shares of Capital Stock) of another Person at the time such other Person becomes a Subsidiary of such Person (other than a Lien incurred

in connection with, or to provide all or any portion of the funds or credit support utilized to consummate, the transaction or series

of transactions pursuant to which such Person becomes such a Subsidiary); provided, however, that the Liens may not extend to any other

categories of assets owned by such Person or any of its Subsidiaries (other than assets and property affixed or appurtenant thereto);

(d) Liens on assets at the time

such Person or any of its Subsidiaries acquires the assets, including any acquisition by means of a merger or consolidation with or into

such Person or a Subsidiary of such Person (other than a Lien incurred in connection with, or to provide all or any portion of the funds

or credit support utilized to consummate, the transaction or series of transactions pursuant to which such Person or any of its Subsidiaries

acquired such assets); provided, however, that the Liens may not extend to any other categories of assets owned by such Person or any

of its Subsidiaries (other than assets and property affixed or appurtenant thereto);

(e) Liens securing Indebtedness

or other obligations of a Restricted Subsidiary of such Person owing to such Person or to another Restricted Subsidiary of such Person;

(f) Liens on securities deemed

to exist under repurchase agreements and reverse repurchase agreements entered into by the Company or any Restricted Subsidiary in the

ordinary course of business;

(g) Liens incurred to secure cash

management services in the ordinary course of business or on insurance policies and the proceeds thereof securing the financing of the

premiums with respect thereto;

(h) Liens created to secure the

Notes and Liens in favor of the Trustee granted in accordance with the Indenture;

(i) Liens to secure the performance

of bids, trade contracts, leases, statutory obligations, surety and appeal bonds, performance bonds and other obligations of a like nature,

including Liens or trade letters of credit in favor of any governmental entity, including the United States or any state, territory or

possession thereof (or the District of Columbia), or any department, agency, instrumentality or political subdivision of any such entity,

to secure partial, progress, advance or other payments pursuant to any contract or statute;

(j) Liens on the Capital Stock

of a Subsidiary that is not a Restricted Subsidiary;

(k) purported Liens evidenced

by the filing of precautionary UCC financing statements; and

(l) any extensions, renewals or

replacements of any Lien referred to in clauses (a) through (k) without increase of the principal of the Indebtedness secured

by such Lien (except to the extent of any fees, premiums or other costs associated with any such extension, renewal or replacement); provided,

however, that any Liens permitted by any of clauses (a) through (k) shall not extend to or cover any property of the Company

or any of its Restricted Subsidiaries, as the case may be, other than the property specified in such clauses and improvements to such

property.

“Person” means any individual,

corporation, partnership, limited liability company, joint venture, association, joint-stock company, trust, unincorporated organization,

government or any agency or political subdivision thereof or any other entity.

“Restricted Subsidiary”

means any Subsidiary other than:

(a) any Subsidiary primarily engaged

in financing receivables or in the finance business; or

(b) any Subsidiary that is not

a “significant subsidiary” within the meaning of Rule 1-02 of Regulation S-X.

“Sale/Leaseback Transaction”

means an arrangement relating to property owned by the Company or a Restricted Subsidiary on the Issue Date or thereafter acquired by

the Company or a Restricted Subsidiary whereby the Company or a Restricted Subsidiary transfers such property to a Person and the Company

or a Subsidiary leases it from such Person.

“Subsidiary” means, with

respect to any Person, any corporation, association, partnership or other business entity of which more than 50% of the total voting power

of shares of Voting Stock is at the time owned or controlled, directly or indirectly, by:

(a) such Person;

(b) such Person and one or more

Subsidiaries of such Person; or

such Person.

“Voting Stock” of a Person

means all classes of Capital Stock of such Person then outstanding and normally entitled (without regard to the occurrence of any contingency)

to vote in the election of directors, managers or trustees thereof.

9. Each of the undersigned is authorized

to approve the form, terms and conditions of the Notes pursuant to the Resolutions.

10. Attached hereto as Annex B

is a true and correct copy of each of the Resolutions, which are in full force and effect on the date hereof.

11. The Notes shall be issued as registered

Global Securities (subject to exchange for definitive certificated Notes under the circumstances provided in the Indenture) and the Depository

Trust Company and its participants, including Euroclear Bank S.A./N.V. and Clearstream Banking, S.A., shall be the Depositary for the

Notes.

12. Attached hereto as Annex C

is a true and correct copy of the letter addressed to the Trustee entitling the Trustee to rely on certain paragraphs of the Opinion of

Counsel attached thereto, which Opinion relates to the Notes and is delivered in compliance with Section 10.04(2) of the Indenture.

13. Each of the undersigned has reviewed

the provisions of the Indenture, including the covenants and conditions precedent pertaining to the authentication, delivery and issuance

of the Notes.

14. In connection with this Officers’

Certificate each of the undersigned has examined documents, corporate records and certificates and has spoken with other officers of the

Company.

15. I, Ewout L. Steenbergen and I,

Peter J. Millones, have made such examination and investigation as is necessary to enable me to express an informed opinion as to whether

or not such covenants and conditions precedent of the Indenture pertaining to the authentication and issuance of the Notes have been satisfied.

16. In each of our respective opinions

all of the covenants and conditions precedent provided for in the Indenture for the authentication, delivery and issuance of the Notes

have been satisfied. Each of us acknowledges on behalf of the Company the validity of any document executed in connection with the issuance

of the Notes that is signed by way of a digital signature provided by DocuSign or other similar digital signature provider, and the Company

assumes the risk of the Trustee acting on unauthorized instructions, and the risk of interception and misuse by third parties of such

digitally signed documents.

Terms used herein that are not otherwise defined

but that are defined in the Indenture or the Notes shall have the meanings ascribed thereto in the Indenture or the Notes, as the case

may be.

[Signature Page Follows]

IN WITNESS WHEREOF, each of the undersigned officers

has executed this certificate as of the date first written above.

BOOKING HOLDINGS INC.

/s/ Ewout L. Steenbergen

Name: Ewout L. Steenbergen

Title: Executive Vice President and Chief Financial Officer

/s/ Peter J. Millones

Name: Peter J. Millones

Title: Executive Vice President and General Counsel

[Signature Page to Officers’

Certificate of Indenture 2036 Notes]

ANNEX A

[reserved]

ANNEX B

[reserved]

ANNEX C

[reserved]

EX-5.1 — EXHIBIT 5.1

EX-5.1

Filename: tm2613920d1_ex5-1.htm · Sequence: 5

Exhibit 5.1

May 7, 2026

Booking Holdings Inc.

$750,000,000 5.375% Senior Notes due 2036

Ladies and Gentlemen:

We have acted as counsel for Booking Holdings Inc., a Delaware corporation

(the “Company”), in connection with (i) the preparation and filing with the Securities and Exchange Commission

(the “Commission”) of a Registration Statement on Form S-3 (Registration No. 333-273678) (the “Registration

Statement”) under the Securities Act of 1933, as amended (the “Act”), and (ii) the Prospectus Supplement,

dated May 5, 2026 (the “Prospectus Supplement”), of the Company filed with the Commission and relating to the

issuance and sale by the Company of $750,000,000 aggregate principal amount of the Company’s 5.375% Senior Notes due 2036 (the “Notes”)

to be issued pursuant to the Indenture dated as of August 8, 2017 (the “Base 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”),

in accordance with the Underwriting Agreement, dated May 5, 2026 (the “Underwriting Agreement”), among Citigroup

Global Markets Inc., Deutsche Bank Securities Inc., Goldman Sachs & Co. LLC and J.P. Morgan Securities LLC, as Representatives

of the several Underwriters listed in Schedule II thereto (the “Underwriters”), and the Company.

In connection with this opinion, we have examined originals, or copies

certified or otherwise identified to our satisfaction, of such corporate records, certificates of corporate officers and government officials

and such other documents as we have deemed necessary or appropriate for the purposes of this opinion, including: (a) the Restated

Certificate of Incorporation of the Company and the Certificates of Amendment thereto; (b) the Amended and Restated By-laws

of the Company; (c) resolutions adopted by the Board of Directors of the Company on January 22, 2026; (d) the Registration

Statement; (e) the Base Indenture; (f) the Officers’ Certificates of the Company pursuant to the Base Indenture dated

as of May 7, 2026 (together with the Base Indenture, the “Indenture”); and (g) the forms of Notes. As to

various questions of fact material to this opinion, we have relied upon representations of officers or directors of the Company and documents

furnished to us by the Company without independent verification of their accuracy.

In rendering this opinion, we have assumed, with your consent and without

independent investigation or verification, (a) the genuineness of all signatures, the legal capacity and competency of all natural

persons, the authenticity of all documents submitted to us as originals and the conformity to authentic original documents of all documents

submitted to us as duplicates or copies and (b) that the Indenture has been duly authorized, executed and delivered by, and represents

a legal, valid and binding obligation of, the Trustee.

Based on the foregoing and subject to the qualifications set forth

herein, and subject to compliance with applicable state securities laws, we are of opinion that the Notes, when executed and authenticated

in accordance with the provisions of the Indenture and delivered to and paid for by the Underwriters pursuant to the Underwriting Agreement,

and assuming due authentication of the Notes by the Trustee, will constitute legal, valid and binding obligations of the Company entitled

to the benefits of the Indenture and enforceable against the Company in accordance with their terms (subject to applicable bankruptcy,

insolvency, reorganization, moratorium, fraudulent transfer and other similar laws affecting creditors’ rights generally from time

to time in effect and to general principles of equity, including, without limitation, concepts of materiality, reasonableness, good faith

and fair dealing, regardless of whether considered in a proceeding in equity or at law).

We are admitted to practice in the State of New York, and we express

no opinion as to matters governed by any laws other than the laws of the State of New York and the Federal laws of the United States of

America.

We hereby consent to the filing of this opinion with the Commission

as Exhibit 5.1 to the Company’s Current Report on Form 8-K filed on May 7, 2026, and to the incorporation by reference

of this opinion into the Registration Statement. We also consent to the reference to our firm under the caption “Validity of the

Notes” in the Prospectus Supplement. In giving this consent, we do not hereby admit that we are within the category of persons whose

consent is required under Section 7 of the Act or the rules and regulations of the Commission promulgated thereunder.

Very truly yours,

/s/ Cravath, Swaine & Moore LLP

Booking Holdings Inc.

800 Connecticut Avenue

Norwalk, Connecticut 06854

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+ References

Reference 1: http://www.xbrl.org/2003/role/presentationRef

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-Name Exchange Act

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-Section 13e

-Subsection 4c

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Boolean flag that is true when the Form 8-K filing is intended to satisfy the filing obligation of the registrant as pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act.

+ References

Reference 1: http://www.xbrl.org/2003/role/presentationRef

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-Section 14d

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- Definition

Title of a 12(b) registered security.

+ References

Reference 1: http://www.xbrl.org/2003/role/presentationRef

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-Number 240

-Section 12

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- Definition

Name of the Exchange on which a security is registered.

+ References

Reference 1: http://www.xbrl.org/2003/role/presentationRef

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-Section 12

-Subsection d1-1

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- Definition

Boolean flag that is true when the Form 8-K filing is intended to satisfy the filing obligation of the registrant as soliciting material pursuant to Rule 14a-12 under the Exchange Act.

+ References

Reference 1: http://www.xbrl.org/2003/role/presentationRef

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Trading symbol of an instrument as listed on an exchange.

+ References

No definition available.

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- Definition

Boolean flag that is true when the Form 8-K filing is intended to satisfy the filing obligation of the registrant as written communications pursuant to Rule 425 under the Securities Act.

+ References

Reference 1: http://www.xbrl.org/2003/role/presentationRef

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-Name Securities Act

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-Section 425

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