Changes in Control of Registrant. The information set forth under the Introductory Note and Items 2.01, 3.03 and 5.02 of this Current Report on Form 8-K is incorporated by reference into this

Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant. The information set forth under

Director: The resignation of the entire board is a standard procedural step in a merger transaction, not a genuine executive departure or routine annual election.

Entry into a Material Definitive Agreement. On the Closing Date, concurrently with the closing of the Merger, Gaia MidCo Purchaser, Inc., a Delaware corporation and an indirect parent of the Company (“ Holdings ”), as holdings, and Parent, as the parent borrower, entered into that certain Credit Agreement with JPMorgan Chase Bank, N.A., as administrative agent and collateral agent, the lenders from time to time party thereto and the subsidiary borrowers from time to time party thereto (the “…

Prior to the Effective Time, Company Common Stock was listed and traded on The New York Stock Exchange (“ NYSE ”) under the trading symbol “GBTG.” In connection with the completion of the Merger, the Company notified NYSE that the Merger had been consummated and requested that NYSE suspend trading of the Company Common Stock on NYSE prior to the opening of trading on the Closing Date. The Company also requested that NYSE file with the Securities and Exchange Commission (the “ SEC ”) a notific…

Effect on Capital Stock Upon the terms and subject to the conditions set forth in the Merger Agreement, at the Effective Time, each share of the Company’s Class A common stock, par value $0.0001 per share (“ Company Common Stock ”) that was issued and outstanding as of immediately prior to the Effective Time (other than shares of Company Common Stock that were held by the Company as treasury stock, owned by Parent or Merger Sub, unvested pursuant to a side letter with the Company, pursuant to…

Material Modification to Rights of Security Holders. The information set forth under the Introductory Note and Items 2.01, 3.01 and 5.03 of this Current Report on Form 8-K is incorporated by reference into this

Concurrently with the closing of the Merger, the Company and its subsidiaries repaid all loans and terminated all credit commitments outstanding under the Amended and Restated Credit Agreement, dated as of July 26, 2024 (as amended by Amendment No. 1, dated as of February 4, 2025, and by Amendment No. 2, dated as of January 21, 2026), among the Company, GBT US III LLC, as initial borrower, the additional borrowers from time to time party thereto, the lenders and letter of credit issuers from…

disclosure. This Current Report, including the exhibit attached hereto, is being furnished and shall not be deemed to be filed for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities of that section, nor shall it be incorporated by reference into any of the Company’s filings under the Securities Act of 1933, as amended, or the Exchange Act, unless expressly set forth as being incorporated by reference into suc…

Other Events. As previously disclosed, on May 2, 2026, Global Business Travel Group, Inc., a Delaware corporation (the “Company” or “Amex GBT”), entered into an Agreement and Plan of Merger (the “Merger Agreement”) with Gaia Purchaser, Inc., a Delaware corporation (“Parent”), and Gaia Merger Sub, Inc., a Delaware corporation and wholly owned subsidiary of Parent (“Merger Sub”), pursuant to which the Company is to be acquired by Long Lake Management Holdings Inc. Pursuant to the Merger Agreeme…

Regulation FD Disclosure. As previously announced, on May 2, 2026, Global Business Travel Group, Inc., a Delaware corporation (the “ Company ”), entered into an Agreement and Plan of Merger (the “ Merger Agreement ”) with Gaia Purchaser, Inc., a Delaware corporation (“ Parent ”), and Gaia Merger Sub, Inc., a Delaware corporation and wholly owned subsidiary of Parent, pursuant to which the Company is to be acquired by Long Lake Management. On June 8, 2026, in connection with Parent’s debt fina…

EVP, Chief Technology Officer — John David Thompson: Mr. John David Thompson is leaving the company with a severance agreement and allocation of his responsibilities to other senior leaders.

Entry into a Material Definitive Agreement. Agreement and Plan of Merger On May 2, 2026, Global Business Travel Group, Inc., a Delaware corporation (the “ Company ”), entered into an Agreement and Plan of Merger (the “ Merger Agreement ”) with Gaia Purchaser, Inc., a Delaware corporation (“ Parent ”), and Gaia Merger Sub, Inc., a Delaware corporation and wholly owned subsidiary of Parent (“ Merger Sub ”), pursuant to which the Company is to be acquired by Long Lake Management Holdings Inc. (“…

disclosure. The information required to be reported on Form 8-K with respect to the Merger Agreement will be filed in a separate Current Report on Form 8-K. Cautionary Statement Regarding Forward-Looking Statements This Current Report on Form 8-K contains statements regarding the proposed acquisition of Global Business Travel Group, Inc. (“ Amex GBT ” or the “ Company ”) by certain investment funds affiliated with, or advised by, Gaia Purchaser, Inc. (the “ Merger ”), stockholder approvals fo…

disclosure. The information provided in this Item 2.02, including Exhibit 99.1 of this Current Report, is being furnished and shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “ Exchange Act ”), or otherwise subject to the liabilities of that section, nor shall it be incorporated by reference into any of the Company’s filings under the Securities Act of 1933, as amended, or the Exchange Act, unless expressly set forth as being incor…

disclosure. This Current Report, including the exhibit attached hereto, is being furnished and shall not be deemed to be filed for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities of that section, nor shall it be incorporated by reference into any of the Company’s filings under the Securities Act of 1933, as amended, or the Exchange Act, unless expressly set forth as being incorporated by reference into suc…

Results of Operations and Financial Condition. On February 17, 2026, Global Business Travel Group, Inc. (the “Company”) issued a press release announcing the Company’s preliminary financial results for the fourth quarter of 2025 and reiterating full-year 2026 guidance, and announcing an increase in the capacity of the Company’s existing share repurchase program to $500 million. A copy of the press release is attached hereto as Exhibit 99.1 and is incorporated by reference into this

Results of Operations and Financial Condition. On February 17, 2026, Global Business Travel Group, Inc. (the “Company”) issued a press release announcing the Company’s preliminary financial results for the fourth quarter of 2025 and reiterating full-year 2026 guidance, and announcing an increase in the capacity of the Company’s existing share repurchase program to $600 million. A copy of the press release is attached hereto as Exhibit 99.1 and is incorporated by reference into this

Entry into a Material Definitive Agreement. Amendment to Senior Secured Credit Agreement On January 21, 2026, Global Business Travel Group, Inc. (the “Company”), GBT US III LLC (the “Initial Borrower”) and certain subsidiaries of the Company entered into a second amendment (the “Amendment”) to that certain amended and restated credit agreement, dated as of July 26, 2024 (as amended by Amendment No. 1, dated as of February 4, 2025, and as further amended, restated, supplemented or otherwise mo…

disclosure. This Current Report, including the exhibit attached hereto, is being furnished and shall not be deemed to be filed for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities of that section, nor shall it be incorporated by reference into any of the Company’s filings under the Securities Act of 1933, as amended, or the Exchange Act, unless expressly set forth as being incorporated by reference into suc…

Entry into a Material Definitive Agreement. On August 28, 2025, Global Business Travel Group, Inc. a Delaware corporation (the “ Company ”), entered into Amendment No. 5 to Agreement and Plan of Merger (“ Amendment No. 5 to the Merger Agreement ”) with CWT Holdings, LLC, a Delaware limited liability company (“ CWT ”), Cape Merger Sub I LLC, a Delaware limited liability company (“ Merger Sub I ”), Cape Merger Sub II LLC, a Delaware limited liability company (“ Merger Sub II ” and together with…

Unregistered Sale of Equity Securities. On the Closing Date, the Company issued 50,357,742 shares of Common Stock as merger consideration for the acquisition of CWT. In addition, as described in

shall not be incorporated by reference into any registration statement or other document pursuant to the Securities Act of 1933, as amended. Cautionary Statement Regarding Forward-Looking Statements This communication contains statements that are forward-looking and as such are not historical facts. This includes, without limitation, statements regarding our current expectations or forecasts of future events. These statements constitute projections, forecasts and forward-looking statements wi…

is required to be filed. (c) Not applicable. (d) Exhibits. Exhibit Number Description 2.1 Amendment No. 5 to Agreement and Plan of Merger, dated as of August 28, 2025, by and among Global Business Travel Group Inc., Cape Merger Sub I LLC, Cape Merger Sub II LLC, CWT Holdings, LLC and Redwood Drawdown Partners III, LLC, as Member Representative.* 2.2 Registration Rights Agreement, dated as of September 2, 2025, by and among Global Business Travel Group Inc. and certain equityholders of the Com…

disclosure. This Current Report, including the exhibit attached hereto, is being furnished and shall not be deemed to be filed for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities of that section, nor shall it be incorporated by reference into any of the Company’s filings under the Securities Act of 1933, as amended, or the Exchange Act, unless expressly set forth as being incorporated by reference into suc…