SEC Form 8-A12B filed by Booking Holdings Inc.

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION 

WASHINGTON, D.C. 20549

FORM 8-A

FOR REGISTRATION OF CERTAIN CLASSES OF SECURITIES
PURSUANT TO SECTION 12(b) OR 12(g) OF THE SECURITIES
EXCHANGE ACT OF 1934

Booking Holdings Inc. 

(Exact Name of Registrant as Specified in its Charter)

800 Connecticut Avenue 

Norwalk, Connecticut 06854 

(Address of Principal Executive Offices) (Zip Code)

Securities to be registered pursuant to Section 12(b) of the Act:

Securities to be registered pursuant to Section 12(g) of the Act:

None 

(Title of Class)

INFORMATION REQUIRED IN REGISTRATION STATEMENT

Item 1. Description of Registrant’s Securities to be Registered

The description of the securities to be registered is contained in the Prospectus Supplement dated May 6, 2025, and the Prospectus dated August 4, 2023, copies of which were electronically transmitted for filing with the Commission pursuant to Rule 424(b) on May 7, 2025, each of which forms a part of the Registrant’s Registration Statement on Form S-3 (No. 333-273678), and each of which is incorporated by reference.

Item 2. Exhibits

The following exhibits are filed with the Commission and the Nasdaq Stock Market LLC:

2.1 Form of the Registrant’s 3.125% Senior Note Due 2031 (incorporated by reference to Exhibit 4.1 to our Current Report on Form 8-K filed with the Commission on May 9, 2025).

2.2 Form of the Registrant’s 4.125% Senior Note Due 2038 (incorporated by reference to Exhibit 4.2 to our Current Report on Form 8-K filed with the Commission on May 9, 2025).

2.3 Form of the Registrant’s 4.500% Senior Note Due 2046 (incorporated by reference to Exhibit 4.3 to our Current Report on Form 8-K filed with the Commission on May 9, 2025).

2.4 Indenture, dated August 8, 2017 (the “Base Indenture”), between the Registrant and U.S. Bank Trust Company, National Association, as trustee, (incorporated by reference to Exhibit 4.4 to our Registration Statement on Form S-3 (No. 333-273678) filed with the Commission on August 4, 2023).

2.5 Officers’ Certificate, dated May 9, 2025, with respect to the 3.125% Senior Notes due 2031 issued pursuant to the Base Indenture (incorporated by reference to Exhibit 4.4 to our Current Report on Form 8-K filed with the Commission on May 9, 2025).

2.6 Officers’ Certificate, dated May 9, 2025, with respect to the 4.125% Senior Notes due 2038 issued pursuant to the Base Indenture (incorporated by reference to Exhibit 4.5 to our Current Report on Form 8-K filed with the Commission on May 9, 2025).

2.7 Officers’ Certificate, dated May 9, 2025, with respect to the 4.500% Senior Notes due 2046 issued pursuant to the Base Indenture (incorporated by reference to Exhibit 4.6 to our Current Report on Form 8-K filed with the Commission on May 9, 2025).

SIGNATURE

Pursuant to the requirements of Section 12 of the Securities Exchange Act of 1934, the Registrant has duly caused this registration statement to be signed on its behalf by the undersigned, thereto duly authorized.