gbtg-20260331

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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

_____________________________________________________________

FORM 10-Q

_______________________________________________________________________________________

(Mark One)


x			QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

FOR THE QUARTERLY PERIOD ENDED MARCH 31, 2026


o			TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

FOR THE TRANSITION PERIOD FROM _____ TO _____

Commission File Number: 001-39576

_____________________________________________________________

Global Business Travel Group, Inc.

(Exact Name of Registrant as Specified in its Charter)

_____________________________________________________________


Delaware			98-0598290
(State or other jurisdiction of incorporation or organization)			(I.R.S. Employer Identification No.)
666 3rd Avenue, 4th Floor New York, NY 10017 (Address of principal executive offices) (Zip Code)

Registrant’s telephone number, including area code: (646) 344-1290

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

Title of each class

Trading Symbol(s)

Name of each exchange on which registered

Class A common stock, par value $0.0001 per share

GBTG

The New York Stock Exchange

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes x No o

Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). Yes x No o

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.

Large accelerated filer

Accelerated filer

Non-accelerated filer

Smaller reporting company

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. o

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes ☐ No x

As of May 7, 2026, 521,455,950 shares of the registrant's Class A common stock, $0.0001 par value, were outstanding.

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		Page

	PART I. FINANCIAL INFORMATION
Item 1.	Consolidated Financial Statements
	Consolidated Balance Sheets as of March 3 1 , 202 6 (Unaudited) and December 31, 202 5	2
	Consolidated Statements of Operations for the Three Months Ended March 3 1 , 202 6 and 202 5 (Unaudited)	3
	Consolidated Statements of Comprehensive Income for the Three Months Ended March 3 1 , 202 6 and 202 5 (Unaudited)	4
	Consolidated Statements of Cash Flows for the Three Months Ended March 3 1 , 202 6 and 202 5 (Unaudited)	5
	Consolidated Statements of Changes in Total Shareholders’ Equity for the Three Months Ended March 3 1 , 202 6 and 202 5 (Unaudited)	6
	Notes to the Consolidated Financial Statements (Unaudited)	7
Item 2.	Management’s Discussion and Analysis of Financial Condition and Results of Operations	26
Item 3.	Quantitative and Qualitative Disclosures About Market Risk	40
Item 4.	Controls and Procedures	40

	PART II. OTHER INFORMATION
Item 1.	Legal Proceedings	41
Item 1A.	Risk Factors	41
Item 2.	Unregistered Sales of Equity Securities and Use of Proceeds	42
Item 3.	Defaults Upon Senior Securities	42
Item 4.	Mine Safety Disclosures	42
Item 5.	Other Information	42
Item 6.	Exhibits	43
Signatures		44

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PART I. FINANCIAL INFORMATION

ITEM 1. Consolidated Financial Statements

GLOBAL BUSINESS TRAVEL GROUP, INC.

CONSOLIDATED BALANCE SHEETS


(in $ millions, except share and per share data)	March 31, 2026		December 31, 2025
	(Unaudited)
Assets
Current assets:
Cash and cash equivalents	$	442	$	434
Accounts receivable (net of allowance for credit losses of $10 and $9 as of March 31, 2026 and December 31, 2025, respectively)	1,007		869
Due from affiliates	54		51
Prepaid expenses and other current assets	254		215

Total current assets	1,757		1,569
Property and equipment, net	302		308
Equity method investments	44		43
Goodwill	1,663		1,671
Other intangible assets, net	821		851
Operating lease right-of-use assets	62		66
Deferred tax assets	330		298
Other non-current assets	100		110
Total assets	$	5,079	$	4,916
Liabilities and shareholders’ equity
Current liabilities:
Accounts payable	$	603	$	515
Due to affiliates	23		25
Accrued expenses and other current liabilities	781		757
Current portion of operating lease liabilities	25		26
Current portion of long-term debt	62		58
Total current liabilities	1,494		1,381
Long-term debt, net of unamortized debt discount and debt issuance costs	1,455		1,360
Deferred tax liabilities	106		99
Pension liabilities	154		163
Long-term operating lease liabilities	64		62
Earnout derivative liabilities	6		37
Other non-current liabilities	136		153
Total liabilities	3,415		3,255
Commitments and Contingencies (see note 8)
Redeemable non-controlling interest	50		49
Shareholders’ equity:
Class A common stock (par value $0.0001; 3,000,000,000 shares authorized; 545,696,620 and 538,342,297 shares issued, 522,526,763 and 521,088,517 shares outstanding as of March 31, 2026 and December 31, 2025, respectively)	—		—
Additional paid-in capital	3,273		3,277
Accumulated deficit	(1,414)		(1,466)
Accumulated other comprehensive loss	(84)		(75)
Treasury shares, at cost (23,169,857 and 17,253,780 shares as of March 31, 2026 and December 31, 2025, respectively)	(166)		(128)
Total equity of the Company’s shareholders	1,609		1,608
Equity attributable to non-controlling interest in subsidiaries	5		4
Total shareholders’ equity	1,614		1,612
Total liabilities, redeemable non-controlling interest and and shareholders’ equity	$	5,079	$	4,916

See notes to consolidated financial statements

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GLOBAL BUSINESS TRAVEL GROUP, INC.

CONSOLIDATED STATEMENTS OF OPERATIONS

(Unaudited)


	Three months ended March 31,
(in $ millions, except share and per share data)		2026		2025
Revenue		$	840	$	621
Costs and expenses:
Cost of revenue (excluding depreciation and amortization shown separately below)		350		231
Sales and marketing		126		103
Technology and content		159		120
General and administrative		98		68
Restructuring and other exit charges		44		4
Depreciation and amortization		60		40
Total operating expenses		837		566
Operating income		3		55
Interest income		1		2
Interest expense		(27)		(24)
Loss on early extinguishment of debt		—		(2)
Fair value movement on earnout derivative liabilities		31		74
Other income (loss), net		3		(9)
Income before income taxes		11		96
Benefit from (provision for) income taxes		42		(21)
Share of income from equity method investments		1		—


Net income		54		75
Less: net income attributable to non-controlling interests in subsidiaries		2		—
Net income attributable to the Company’s Class A common stockholders		$	52	$	75
Basic income per share attributable to the Company’s Class A common stockholders		$	0.10	$	0.16
Weighted average number of shares outstanding - Basic		512,803,949		465,872,540
Diluted income per share attributable to the Company’s Class A common stockholders		$	0.10	$	0.16
Weighted average number of shares outstanding - Diluted		519,400,271		478,715,682

See notes to consolidated financial statements

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GLOBAL BUSINESS TRAVEL GROUP, INC.

CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME

(Unaudited)


	Three months ended March 31,
(in $ millions)		2026		2025
Net income		$	54	$	75
Other comprehensive (loss) income, net of tax:
Change in currency translation adjustments, net of tax		(14)		30
Unrealized gains (losses) on cash flow hedges, net of tax:
Unrealized gains (losses) on cash flow hedges arising during the period		6		(11)
Unrealized gains on cash flow hedges reclassified to interest expense		(1)		(4)
Prior service cost arising during the period, net of tax		—		(1)
Other comprehensive (loss) income, net of tax		(9)		14
Comprehensive income		45		89
Less: Comprehensive income attributable to non-controlling interests in subsidiaries		2		—
Comprehensive income attributable to the Company’s Class A common stockholders		$	43	$	89

See notes to consolidated financial statements

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GLOBAL BUSINESS TRAVEL GROUP, INC.

CONSOLIDATED STATEMENTS OF CASH FLOWS

(Unaudited)


	Three months ended March 31,
(in $ millions)	2026		2025
Operating activities:
Net income	$	54	$	75
Adjustments to reconcile net income to net cash from operating activities:
Depreciation and amortization	60		40
Deferred tax (benefit) charge	(28)		3
Equity-based compensation	17		19
Allowance for credit losses	2		2
Loss on early extinguishment of debt	—		2
Fair value movement on earnout derivative liabilities	(31)		(74)
Other, net	(1)		8
Changes in working capital:
Accounts receivable	(151)		(136)
Prepaid expenses and other current assets	(47)		(8)
Due from affiliates	(3)		(2)
Due to affiliates	(2)		13
Accounts payable, accrued expenses and other current liabilities	123		86
Defined benefit pension funding	(8)		(6)
Proceeds from termination of interest rate swap contracts	—		31
Net cash (used in) from operating activities	(15)		53
Investing activities:
Business acquisition, net of cash and restricted cash acquired	10		—
Purchase of property and equipment	(37)		(27)
Proceeds from foreign exchange forward contracts	—		9

Net cash used in investing activities	(27)		(18)
Financing activities:
Proceeds from senior secured term loans	132		99
Repayment of senior secured term loans	(36)		(103)
Repurchase of common shares	(38)		(1)
Contributions for ESPP	4		4
Payment of taxes withheld on vesting of equity awards	(14)		(24)



Other	1		—
Net cash from (used in) financing activities	49		(25)
Effect of exchange rate changes on cash, cash equivalents and restricted cash	(6)		6
Net increase in cash, cash equivalents and restricted cash	1		16
Cash, cash equivalents and restricted cash, beginning of period	479		561
Cash, cash equivalents and restricted cash, end of period	$	480	$	577
Supplemental cash flow information:
Cash paid for income taxes (net of refunds)	$	3	$	4
Cash paid for interest (net of interest received)	$	25	$	30
Non-cash additions for operating lease right-of-use assets	$	4	$	—
Non-cash additions for finance lease	$	—	$	1


Cash, cash equivalents and restricted cash consist of:
(in $ millions)	March 31, 2026		December 31, 2025
Cash and cash equivalents	$	442	$	434
Cash and cash equivalents (included within held for sale assets)	5		5
Restricted cash (included in other non-current assets)	33		40
Cash, cash equivalents and restricted cash	$	480	$	479

See notes to consolidated financial statements

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GLOBAL BUSINESS TRAVEL GROUP, INC.

CONSOLIDATED STATEMENTS OF CHANGES IN TOTAL SHAREHOLDERS’ EQUITY

(Unaudited)


	Class A common stock		Additional paid-in capital		Accumulated deficit		Accumulated other comprehensive loss		Treasury Shares			Total equity of the Company’s shareholders		Equity attributable to non-controlling interest in subsidiaries		Total shareholders’ equity
(in $ millions, except share data)	Number	Amount							Number	Amount
Balance as of December 31, 2025	538,342,297	—	$	3,277	$	(1,466)	$	(75)	17,253,780	(128)		$	1,608	$	4	$	1,612
Equity-based compensation	—	—	17		—		—		—	—		17		—		17
Shares issued, net, on vesting of / exercise of equity awards and pursuant to ESPP (see note 11)	11,778,354	—	4		—		—		—	—		4		—		4
Shares withheld for taxes in relation to vesting of equity awards (see note 11)	(4,424,031)	—	(25)		—		—		—	—		(25)		—		(25)

Repurchase of common shares (see note 12)	—	—	—		—		—		5,916,077	(38)		(38)		—		(38)
Net income	—	—	—		52		—		—	—		52		1		53
Other comprehensive loss, net of tax	—	—	—		—		(9)		—	—		(9)		—		(9)
Balance as of March 31, 2026	545,696,620	—	$	3,273	$	(1,414)	$	(84)	23,169,857	$	(166)	$	1,609	$	5	$	1,614


	Class A common stock		Additional paid-in capital		Accumulated deficit		Accumulated other comprehensive loss		Treasury Shares		Total equity of the Company’s shareholders		Equity attributable to non-controlling interest in subsidiaries		Total shareholders’ equity
(in $ millions, except share data)	Number	Amount							Number	Amount
Balance as of December 31, 2024	478,904,677	—	$	2,827	$	(1,575)	$	(146)	8,000,000	(55)	$	1,051	$	6	$	1,057
Equity-based compensation	—	—	19		—		—		—	—	19		—		19
Shares issued, net, on vesting of / exercise of equity awards and pursuant to ESPP	12,861,105	—	4		—		—		—	—	4		—		4
Shares withheld for taxes in relation to vesting of / exercise of equity awards	(4,883,888)	—	(41)		—		—		—	—	(41)		—		(41)
Repurchase of common shares	—	—	—		—		—		182,676	(1)	(1)		—		(1)
Net income	—	—	—		75		—		—	—	75		—		75
Other comprehensive income, net of tax	—	—	—		—		14		—	—	14		—		14
Balance as of March 31, 2025	486,881,894	—	$	2,809	$	(1,500)	$	(132)	8,182,676	(56)	$	1,121	$	6	$	1,127

See notes to consolidated financial statements

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GLOBAL BUSINESS TRAVEL GROUP, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(UNAUDITED)

(1) Business Description and Basis of Presentation

Global Business Travel Group, Inc. (“GBTG”), and its consolidated subsidiaries (GBTG, together with its consolidated subsidiaries, the "Company"), operating as American Express Global Business Travel ("Amex GBT"), is a leading software and services company for travel, expense and meetings & events. The Company's comprehensive and competitive marketplace, industry leading software, Artificial Intelligence ("AI")-powered efficiencies and 24/7 global support team offer solutions, savings, and flexibility for companies of every size.

GBTG is a Delaware corporation and tax resident in the United States of America (“U.S.”).

Basis of Presentation

The Company’s consolidated financial statements include the accounts of GBTG, its wholly-owned subsidiaries and entities controlled by GBTG. The Company reports the non-controlling ownership interests in subsidiaries that are held by third-party owners as equity attributable to non-controlling interests in subsidiaries on the consolidated balance sheets. The portion of income or loss attributable to third-party owners for the reporting period is reported as net income (loss) attributable to non-controlling interests in subsidiaries on the consolidated statements of operations. The Company has eliminated intercompany transactions and balances in its consolidated financial statements.

The accompanying unaudited consolidated financial statements of the Company have been prepared in accordance with accounting principles generally accepted in the U.S. (“GAAP”) for interim financial reporting. As such, certain notes or other information that are normally required by GAAP have been omitted if they substantially duplicate the disclosures contained in the Company’s annual audited consolidated financial statements. These interim unaudited consolidated financial statements should be read in conjunction with the audited consolidated financial statements and related notes for the year ended December 31, 2025, included in the Company's Annual Report on Form 10-K filed with the United States Securities and Exchange Commission (the “SEC”) on March 9, 2026 (the “Annual Report on Form 10-K”). The Company has included all normal recurring items and adjustments necessary for a fair presentation of the results of the interim period. The Company’s interim unaudited consolidated financial statements are not necessarily indicative of results that may be expected for any other interim period or for the full year.

Use of Estimates

The preparation of consolidated financial statements in conformity with GAAP requires estimates and assumptions that affect the reported amounts of assets and liabilities, revenues and expenses, and related disclosures in the consolidated financial statements and accompanying notes. Estimates are used for, but not limited to, supplier revenue, allowance for credit losses, depreciable lives of property and equipment, purchase price allocations for business acquisitions including valuation of acquired intangible assets and goodwill and contingent consideration, valuation of operating lease right-of-use (“ROU”) assets, impairment of goodwill, other intangible assets, long-lived assets, capitalized client incentives and investments in equity method investments, valuation allowances on deferred income taxes, valuation of pensions, interest rate swaps, cross currency interest rate swaps, earnout shares and contingent liabilities. Actual results could differ materially from those estimates.

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GLOBAL BUSINESS TRAVEL GROUP, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(UNAUDITED)

(2) Recently Issued Accounting Pronouncements

Accounting Pronouncements - Adopted

The Company did not adopt any new accounting pronouncements during the three months ended March 31, 2026.

Accounting Pronouncements - Not Yet Adopted

The Company has yet to adopt the following accounting standard updates ("ASU") issued by the Financial Accounting Standards Board (the "FASB").

Internal-Use Software

In September 2025, the FASB issued ASU 2025-06, "Intangibles-Goodwill and Other-Internal-Use Software (Subtopic 350-40): Targeted Improvements to the Accounting for Internal-Use Software," which applies to costs incurred to develop or obtain software for internal use. The ASU amends the existing standard that refers to various stages of a software development project to align better with current software development methods, such as agile programming. Under the new standard, entities will commence capitalizing eligible costs when (i) management has authorized and committed to funding the software project, and (ii) it is probable that the project will be completed and the software will be used to perform the function intended. The guidance is effective for annual periods beginning after December 15, 2027 and can be applied on a prospective basis, a modified basis for in-process projects or on a retrospective basis. The Company is currently evaluating the impact of this accounting standard on its consolidated financial statements.

Disaggregated Expenses

In November 2024, the FASB issued ASU No. 2024-03 "Disaggregation of Income Statement Expenses," which provides guidance on additional disclosures about specific types of expenses included in the expense captions presented on the face of the income statement as well as disclosures about selling expenses. The ASU is effective for fiscal years beginning after December 15, 2026, and interim periods within fiscal years beginning after December 15, 2027, with early adoption permitted. The update is to be applied on a prospective basis, although optional retrospective application is permitted. While the update will require additional disclosures related to the Company’s expenses, it is not expected to have any impact on the Company’s consolidated operating results, financial condition or cash flows.

(3) Business Acquisitions

CWT

On September 2, 2025, the Company completed the acquisition of all of the issued and outstanding equity interests of CWT Holdings, LLC. ("CWT") for a total purchase consideration of $597 million. The components of the total purchase consideration consisted of (i) $408 million in shares of the Company’s Class A common stock, par value $0.0001 per share (“Class A common stock”), (ii) $186 million in cash, and (iii) $3 million in contingent consideration.

The Company initially paid $196 million in cash, including $15 million deposited in an account with an escrow agent as security for certain purchase price adjustments under the merger agreement, which were to be released to CWT's legacy equityholders in accordance with the terms of the merger agreement. In February 2026, upon finalization of the working capital adjustments with the CWT legacy equityholders, $10 million was released back to the Company from the escrow account in full and final settlement in accordance with the terms of the merger agreement.

During the three months ended March 31, 2026, the fair value of contingent consideration was determined to be $2 million, with the decrease of $1 million recognized in the Company's consolidated statements of operations.

During the three months ended March 31, 2026, there has been no change to the Company’s preliminary fair values of the CWT assets acquired and liabilities assumed. The purchase price allocation is preliminary and subject to change during the measurement period as the Company finalizes income tax effects.

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GLOBAL BUSINESS TRAVEL GROUP, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(UNAUDITED)

Assuming an acquisition date of January 1, 2024, the unaudited pro forma revenue and net income of the Company for the three months ended March 31, 2025 would have been as follows:


	Three months ended March 31,
(in $ millions)		2025
Revenue		$	786
Net income		$	64

The unaudited pro forma financial information adjusts for material business combination items including those related to amortization of acquired intangible assets and software, elimination of interest expense related to CWT's certain debt and the corresponding income tax effects. These pro forma results are not necessarily indicative of the results that would have occurred if the acquisition had taken place on January 1, 2024, nor are they necessarily indicative of future results.

Uvet GBT

On December 19, 2025, the Company signed an agreement with UVET Viaggi Turismo S.p.A. granting the Company the right to appoint a majority of board members of Uvet Global Business Travel S.p.A ("Uvet GBT"), a company registered in Italy. On December 29, 2025, the Company exercised this right and gained control of Uvet GBT while retaining its 35% ownership equity interest. Previously, the Company had accounted for this 35% equity interest as an equity method investment. This transaction was accounted as a "step acquisition" under GAAP.

During the three months ended March 31, 2026, there has been no change to the Company’s preliminary fair values of the Uvet GBT assets acquired and liabilities assumed valued as of the acquisition date, except that the customer relationship was valued at $66 million compared to initial value determined of $71 million. This resulted in a corresponding increase to goodwill amount of $4 million from initial value determined of $81 million to $85 million and a decrease to deferred tax liability of $1 million from initial value determined of $20 million to $19 million. The adjustment did not have a material impact on the Company's consolidated statements of operations.

(4) Revenue from Contracts with Customers

The Company disaggregates revenue based on (i) Travel Revenue which includes all revenue relating to servicing a transaction, which can be an air, hotel, car rental, rail or other travel-related booking or reservation, and (ii) Product and Professional Services Revenue which includes all revenue relating to using the Company’s platform, products and value-added services. The following table presents the Company’s disaggregated revenue by nature of service. Sales and usage-based taxes are excluded from revenue.


	Three months ended March 31,
(in $ millions)		2026		2025
Travel revenue		$	665	$	499
Product and professional services revenue		175		122
Total revenue		$	840	$	621

Payments from customers are generally received within 30-60 days of invoicing or from their contractual date agreed under the terms of contract.

Contract Balances

Contract assets represent the Company’s right to consideration in exchange for services transferred to a customer when that right is conditioned on the Company’s future performance obligations. Contract liabilities represent the Company’s obligation to transfer services to a customer for which the Company has received consideration (or the amount is due) from the customer.

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GLOBAL BUSINESS TRAVEL GROUP, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(UNAUDITED)

The opening and closing balances of the Company’s accounts receivable, net, and contract liabilities are as follows:


			Contract liabilities
(in $ millions)	Accounts receivable, net		Client incentives, net (non-current)		Deferred revenue (current)
Balance as of March 31, 2026	$	1,006	$	50	$	32
Balance as of December 31, 2025	$	868	$	47	$	23

Accounts receivable, net, exclude balances not related to contracts with customers.

Deferred revenue is recorded when a performance obligation has not been satisfied but an invoice has been raised. Cash payments received from customers in advance of the Company completing its performance obligations are included in deferred revenue in the Company’s consolidated balance sheets. The Company generally expects to complete its performance obligations under the contracts within one year. During the three months ended March 31, 2026, the cash payments received or due in advance of the satisfaction of the Company’s performance obligations were offset by $10 million of revenue recognized that was included in the deferred revenue balance as of December 31, 2025.

Remaining Performance Obligations

The Company does not disclose the value of unsatisfied performance obligations for contracts with an original expected term of one year or less. As of March 31, 2026, the aggregate amount of the transaction price allocated to the Company’s remaining performance obligations was approximately $1 million.

(5) Accrued Expenses and Other Current Liabilities

Accrued expenses and other current liabilities consist of:


(in $ millions)	March 31, 2026		December 31, 2025
Accrued payroll and related costs	$	217	$	212
Accrued operating expenses	174		150
Client deposits	125		144
Accrued restructuring costs (see note 6)	69		35
Income tax payable	46		69
Indemnification liability (see note 8)	25		31
Deferred revenue	32		23
Accrued interest payable	21		26
Value added and similar taxes payable	22		16
Held for sale liabilities	14		11
Other	36		40
Accrued expenses and other current liabilities	$	781	$	757

(6) Restructuring, Exit and Related Charges

During the three months ended March 31, 2026, the Company continued evaluating the combined business after completion of the CWT acquisition, undertaking actions to integrate operations, reduce operating costs and focus on long-term growth opportunities, including improving financial performance and cash flow generation and realizing synergies. These actions are expected to result in workforce reductions and the consolidation of certain office facilities. Employees impacted by such actions are eligible to receive termination benefits under ongoing benefit arrangement. The Company

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GLOBAL BUSINESS TRAVEL GROUP, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(UNAUDITED)

records the related liability as restructuring charges under ASC 712, Nonretirement Postemployment Benefits, when it is considered probable that employees are entitled to benefits and the amounts could be reasonably estimated.

Additionally, from time to time, the Company takes initiatives to reduce costs, exit from non-profitable business components and geographical regions and/or improve operational efficiency for which it records restructuring costs.

The table below sets forth accrued restructuring, exit and related costs included in accrued expenses and other current liabilities for the three months ended March 31, 2026:


(in $ millions)	Employee Related		Facility - Non-Lease Related		Facility - Lease Related		Total
Balance as of December 31, 2025	$	30	$	5	$	—	$	35

Accruals	40		4		6		50
Non-cash items	—		—		(6)		(6)
Cash settled	(9)		(1)		—		(10)
Balance as of March 31, 2026	$	61	$	8	$	—	$	69

During the three months ended March 31, 2026 and 2025, the Company has incurred costs related to employee severance of $40 million and $4 million, respectively, which are included within restructuring charges in the consolidated statement of operations. During the three months ended March 31, 2026, the Company incurred costs to consolidate and rationalize its office facilities to reduce costs and improve efficiency. The facility-lease related charges consist of (i) accelerated amortization of operating lease ROU assets of $5 million, which is included within general and administrative expense and (ii) accelerated amortization of leasehold improvements related to abandoned leases of $1 million, which is included within depreciation and amortization expense, in the consolidated statements of operations. Estimated future costs related to other non-lease components (e.g., common area maintenance charges) and related expenses of $4 million, are accrued as part of restructuring expense and recorded as a liability on the facilities abandonment date.

(7) Long-term Debt

The outstanding amount of the Company’s long-term debt consists of:


(in $ millions)	March 31, 2026		December 31, 2025
Amended and Restated Senior Secured Credit Agreement
Principal amount of senior secured term loans (Maturity - July 2031)	$	1,482	$	1,386
Less: Unamortized debt discount and debt issuance costs	(17)		(19)
Total senior secured term loans, net of unamortized debt discount and debt issuance costs	1,465		1,367
Other borrowings	52		51
Total debt, net of unamortized debt discount and debt issuance costs	1,517		1,418
Less: Current portion of long-term debt	(62)		(58)
Long-term debt, non-current, net of unamortized debt discount and debt issuance costs	$	1,455	$	1,360

Amended and Restated Senior Secured Credit Agreement

On July 26, 2024, GBTG and GBT US III LLC, a wholly-owned subsidiary of GBTG (the "Initial Borrower") entered into an amended and restated senior secured credit agreement (the “A&R Credit Agreement”) which provides for a $1,400 million senior secured first lien term loan facility (the “Initial Term Facility”, and the loans thereunder, the “Initial Term Loans”) and a $360 million senior secured first lien revolving credit facility (the “Revolving Credit Facility,” and the loans thereunder, the “Revolving Loans”).

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GLOBAL BUSINESS TRAVEL GROUP, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(UNAUDITED)

On February 4, 2025, GBTG, the Initial Borrower and certain subsidiaries of GBTG entered into an amendment (“Amendment No. 1”) to the A&R Credit Agreement to reprice the Initial Term Loans. The repriced Initial Term Facility is referred to hereafter as the “Term B-1 Facility,” and the loans thereunder, the “Term B-1 Loans.” After giving effect to Amendment No. 1, the interest rate margin applicable to the Term B-1 Loans was reduced by 0.50%. The Term B-1 Loans bear interest based on the Secured Overnight Financing Rate ("SOFR") or, at the Initial Borrower’s option, at the Base Rate (as defined in the Amendment No. 1), plus, as applicable, a margin of 2.50% per annum for SOFR-based Term B-1 Loans (or 1.50% per annum for Base Rate-based Term B-1 Loans). The repricing was accounted for as modification of debt, except for lenders leaving the consortium, which was accounted for as an extinguishment of debt resulting in a $2 million recognition of loss on early extinguishment of debt.

On January 21, 2026, GBTG, the Initial Borrower and certain subsidiaries of GBTG entered into an amendment (“Amendment No. 2”) to the A&R Credit Agreement to reprice the then outstanding Term B-1 Loans and provide for an incremental term loan facility in the aggregate principal amount of $100 million. The A&R Credit Agreement, as amended by Amendment No. 1, Amendment No. 2 and as may be further amended, restated, amended and restated, supplemented or otherwise modified from time to time is referred to hereafter as the “Amended Credit Agreement.”

After giving effect to Amendment No. 2 and the borrowing contemplated thereby, the interest rate margin applicable to all outstanding term loans (the “Term B-2 Loans,” and the senior secured credit facility being “Term B-2 Facility”) was reduced by 0.50%. The Term B-2 Loans bear interest based on SOFR or, at the Initial Borrower’s option, at the Base Rate (as defined in Amendment No. 2), plus, as applicable, a margin of 2.00% per annum for SOFR-based Term B-2 Loans (or 1.00% per annum for Base Rate-based Term B-2 Loans). The repricing was accounted for as debt modification, except for lenders leaving the consortium, which was accounted for as an extinguishment of debt.

Except as noted above, the Term B-2 Loans have substantially the same terms as the previously existing Term B-1 Loans. At the option of the Initial Borrower (upon prior written notice), the Term B-2 Loans may be voluntarily prepaid, in whole or in part, at any time without premium or penalty (other than (x) a prepayment premium of 1% of the principal amount of the Term B-2 Loans subject to certain repricing transactions occurring prior to July 21, 2026 and (y) customary breakage costs in connection with certain prepayments of loans).

The Term B-2 Loans mature on July 26, 2031. Principal amounts outstanding under the Term B-2 Loans are required to be repaid on a quarterly basis, that commenced on March 31, 2025, at an amortization rate of approximately 1.00% per annum with the balance due at maturity. Further, subject to certain exceptions set forth in the Amended Credit Agreement, the Initial Borrower is required to prepay loans under the Term B-2 Facility with (i) 50% (subject to leverage-based step-downs) of annual excess cash flow (calculated in a manner set forth in the Amended Credit Agreement and commencing with the financial year ending December 31, 2025) in excess of a threshold amount, (ii) 100% (subject to leverage-based step-downs) of the net cash proceeds from certain asset sales and casualty events, subject to customary reinvestment rights, and (iii) 100% of the net cash proceeds from the incurrence of certain indebtedness.

During the three months ended March 31, 2026, the Company repaid the contractual quarterly installment of $4 million of the principal amount of Term B-2 Loans.

The Revolving Credit Facility has (i) a $150 million sublimit for extensions of credit denominated in certain currencies other than U.S. dollars, (ii) a $50 million sublimit for letters of credit, and (iii) a $50 million sublimit for swingline borrowings. Extensions of credit under the Revolving Credit Facility are generally subject to customary borrowing conditions. The proceeds from borrowings under the Revolving Credit Facility may be used for working capital and other general corporate purposes. The Revolving Credit Facility matures on July 26, 2029. At the option of the Initial Borrower, amounts borrowed under the Revolving Credit Facility may be voluntarily prepaid, and/or the commitments thereunder may be voluntarily reduced or terminated, in each case, in whole or in part, at any time without premium or penalty (other than customary breakage costs in connection with certain prepayments of loans). As of March 31, 2026, the Company had $360 million of availability under the Revolving Credit Facility.

Upon the upgrade in the Company's credit rating in February 2025, the fee for the Revolving Credit Facility, calculated based on the average daily unused commitments under the Revolving Credit Facility and payable quarterly in arrears, reduced to 0.25% per annum from 0.375% per annum. The Initial Borrower is also obligated to pay a customary agency fee and other customary fees described in the Amended Credit Agreement.

Security; Guarantees

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GLOBAL BUSINESS TRAVEL GROUP, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(UNAUDITED)

GBTG and certain of its direct and indirect subsidiaries, as guarantors (such guarantors, collectively with the Initial Borrower, the “Loan Parties”), provide an unconditional guarantee, on a joint and several basis, of all obligations under the Amended Credit Agreement and under cash management agreements and swap contracts with the lenders or their affiliates (with certain limited exceptions). Subject to certain cure rights, as of the end of each fiscal quarter, at least 70% of the Consolidated EBITDA (as defined in the Amended Credit Agreement) of the Loan Parties and their subsidiaries must be attributable, in the aggregate, to the Loan Parties for the four prior fiscal quarters. Further, the lenders have a first priority security interest in substantially all of the assets of the Loan Parties.

Covenants

The Amended Credit Agreement contains various affirmative and negative covenants including a financial covenant and limitations (subject to exceptions) on the ability of the Loan Parties and their subsidiaries to enter into certain transactions or agreements.

As of March 31, 2026, the Loan Parties and their subsidiaries were in compliance with all applicable covenants under the Amended Credit Agreement.

Events of Default

The Amended Credit Agreement contains default events (subject to certain materiality thresholds and grace periods), which could require early prepayment, termination of the Amended Credit Agreement or other enforcement actions customary for facilities of this type. As of March 31, 2026, no event of default existed under the Amended Credit Agreement.

The Company's effective interest rate on its term loan borrowings for the three months ended March 31, 2026 was approximately 6.4%.

Other borrowings primarily relate to (i) borrowings by Uvet GBT of $32 million, (ii) $13 million of finance leases and (iii) an amount of $7 million of borrowings of a CWT entity partly under a revolving credit facility and partly from its noncontrolling interest shareholder.

(8) Commitments and Contingencies

Purchase Commitment

In the ordinary course of business, the Company makes various commitments to purchase goods and services from specific suppliers, including those related to capital expenditures. As of March 31, 2026, the Company had approximately $474 million of outstanding non-cancellable purchase commitments, primarily relating to service, hosting, licensing and other information technology contracts, of which $182 million relates to the twelve months ending March 31, 2027. These purchase commitments extend through 2031.

Guarantees

The Company has provided bank guarantees and letters of credit primarily in respect of certain travel suppliers, credit facility / credit card programs and real estate lease agreements amounting to $37 million. Many of these bank guarantees and letters of credit require the Company to maintain cash collateral which has been presented as restricted cash within other non-current assets in the Company’s consolidated balance sheet.

Legal Contingencies

The Company recognizes legal fees as an expense when the legal services are provided.

Based on its current knowledge, and taking into consideration its litigation-related liabilities, the Company believes it is not a party to any pending legal proceeding or governmental examination that would have a material adverse effect on the Company’s consolidated financial condition or liquidity.

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GLOBAL BUSINESS TRAVEL GROUP, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(UNAUDITED)

Indemnification Liability

CWT, prior to its acquisition by the Company, and pursuant to the Business Restructuring (as defined in the CWT merger agreement), had agreed to reimburse the buyer of the Business Restructuring (as defined in the CWT merger agreement) for certain restructuring costs incurred by such buyer following the consummation of the Business Restructuring. CWT believed it was probable that the entire amount would become payable to the buyer, and accrued a liability towards this contingency on its consolidated balance sheet. The Company, upon the consummation of its acquisition of CWT, assumed this contingent liability at fair value.

(9) Income Taxes

For the three months ended March 31, 2026 and March 31, 2025 the Company’s benefit from (provision for) income tax expense was $42 million and $(21) million, respectively, and its effective tax rate was 349.0% and (21.7)%, respectively. GBTG’s effective tax rate for the three months ended March 31, 2026 was significantly different than the U.S. federal statutory corporate income tax rate of 21% due to a $32 million valuation allowance release in Germany, the non-taxable gain on the fair value movement in the earnout shares derivative liability, offset by the tax impact of non-deductible expenses. The impact of these items had a greater impact on the effective tax rate due to low pre-tax income. GBTG’s effective tax rate for the three months ended March 31, 2025 was broadly in line with the U.S. federal statutory corporate income tax rate of 21% with the tax impact of non-deductible expenses offset by the non-taxable gain on the fair value change in the earnout shares derivative liability during the period.

On July 4, 2025, the One Big Beautiful Bill Act was signed into law, which includes a broad range of tax reform provisions affecting businesses. For the provisions that have become effective, there was no material impact to the Company's effective tax rate for the three months ended March 31, 2026. The Company does not expect the impact to be material to its full year 2026 effective tax rate.

(10) Earnout Shares

Certain stockholders and employees hold “earnout shares” that convert to the Company’s Class A common stock, to be issued in tranches, when the Company’s Class A common stock’s price achieves certain market share price milestones within specified periods. As of March 31, 2026, the total number of earnout shares issued and outstanding were approximately 23 million.

The earnout shares held by stockholders are accounted under Accounting Standard Codification 815, “Derivatives and Hedging” (“ASC 815”) and remeasured at fair value at each reporting date. The change in fair value of the earnout shares is recognized in the Company’s consolidated statements of operations. The fair value of the earnout shares is estimated using the Monte Carlo simulation of the stock prices based on historical market volatility (see note 15 – Fair Value Measurements).

As of March 31, 2026 the fair value of the earnout shares derivative liability was estimated to be $6 million. The Company recognized a gain on the fair value change in earnout shares derivative liability of $31 million and $74 million in its consolidated statement of operations for the three months ended March 31, 2026, and March 31, 2025 respectively.

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GLOBAL BUSINESS TRAVEL GROUP, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(UNAUDITED)

(11) Equity-Based Compensation

Management Incentive Plan

The table below presents the activity of the Company's stock options for the three months ended March 31, 2026:


	Number of stock options	Weighted average exercise price per stock option		Weighted average remaining contractual term (in years)	Aggregate intrinsic value (in $ millions)
Balance as of December 31, 2025	9,036,370	$	8.22
Exercised	(285,000)	$	6.55


Balance as of March 31, 2026	8,751,370	$	8.27
Exercisable as of March 31, 2026	8,751,370	$	8.27	2.8	$	—

Total shares withheld to cover the stock option costs and taxes were 254,402 shares and were based on the value of the shares on their respective exercise dates.

2022 Equity Incentive Plan

Restricted Stock Units ("RSUs")

During the three months ended March 31, 2026, as part of its annual grant program, the Company granted 10 million RSUs under the 2022 Equity Incentive Plan to certain of its key employees and directors. The RSUs generally vest one-third annually on the first three anniversaries of the grant date. The vesting is conditional upon continued employment of the grantee through the applicable vesting period and subject to such other terms and conditions as set forth in the applicable restricted stock unit award agreement. The RSUs do not accrue dividends or dividend equivalent rights associated with the underlying stock. The fair value of the RSUs is determined to be the market price of the Company’s Class A common stock at the date of grant.

The table below presents the activity of the Company’s RSUs for the three months ended March 31, 2026:


	Number of RSUs	Weighted average grant date fair value
Balance as of December 31, 2025	18,923,511	$	6.80
Granted	9,761,502	$	5.44
Forfeited	(105,421)	$	6.79
Vested	(10,752,591)	$	6.60
Balance as of March 31, 2026	17,827,001	$	6.18

During the three months ended March 31, 2026, the vested RSUs were net-share settled such that the Company withheld shares with value equivalent to no more than the employee’s maximum statutory obligation for applicable income and other employment taxes, and remitted the cash to the appropriate taxing authorities. A total of 4,399,018 shares were withheld based on the value of the RSUs on their respective vesting dates as determined by the Company’s closing stock price. Total employees’ tax obligations to taxing authorities was $25 million of which $14 million was paid during the three months ended March 31, 2026 and is reflected as a financing activity within the consolidated statements of cash flows.

Performance Stock Units ("PSUs")

During the three months ended March 31, 2026, as part of its annual grant program, the Company granted 1.3 million PSUs under the 2022 Equity Incentive Plan to certain of its key employees. The PSUs cliff-vest at the end of three years

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GLOBAL BUSINESS TRAVEL GROUP, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(UNAUDITED)

from the grant date based on the outcome of certain performance criteria approved by the Compensation Committee. The actual number of equity awards earned is based on the average level of performance goals achieved over a three-year period, relative to established performance goals for each of the respective years within the three-year period. The number of PSUs that will vest ranges from 0% to 150% of the original grant, with no vesting if actual performance is less than 50% of performance goals set. The ultimate number of PSUs that will be earned by the grantee will be based on the percentile ranking of the Company’s total shareholder return ("TSR") over the three-year performance period as compared to the TSR of the members of the S&P 500 Index over the same period ("TSR Goal"). The total number of PSUs earned is capped at 187.5% of the original grant, and if the Company's TSR is negative, the ultimate number of PSUs cannot exceed the original grant. All the PSUs will be settled in the Company's Class A common stock. The PSUs do not accrue dividends or dividend equivalent rights associated with the underlying stock.

The TSR Goal is considered a “market condition” under ASC 718, Compensation-Stock Compensation. The Company uses a Monte Carlo simulation model to determine the grant date fair value of PSUs with a market condition utilizing the following assumptions: the expected volatility of 41.43%, the expected term of 2.87 years, the dividend rate of 0% and the risk-free interest rate of 3.50%, which resulted in a calculated fair value of $6.25 per PSU. The Monte Carlo simulation takes into consideration the probability that the market condition will be achieved based on predicted stock price paths compared to peer companies in the S&P 500 Index. The Company recognizes the equity compensation expense related to PSUs based on the grant-date fair value and number of PSUs expected to vest. Each reporting period, the Company assesses the probability of vesting of the PSUs and, if there is any change in such probability, the Company records the cumulative effect of the adjustment in the current reporting period.

Employee Stock Purchase Plan (“ESPP”)

During the three months ended March 31, 2026, 970,152 shares were issued under the ESPP.

Total equity-based compensation expense recognized in the Company’s consolidated statements of operations for the three months ended March 31, 2026 and 2025 amount to $17 million and $19 million, respectively ($14 million and $15 million, net of taxes, respectively), and were included as follows:


(in $ millions)	Three months ended March 31,
		2026		2025
Cost of revenue (excluding depreciation and amortization)		$	1	$	1
Sales and marketing		4		5
Technology and content		5		5
General and administrative		7		8
Total		$	17	$	19

As of March 31, 2026, the Company expects compensation expense related to unvested RSUs and PSUs of approximately $109 million to be recognized over the remaining weighted average period of 2.2 years.

(12) Shareholders’ Equity

Accumulated Other Comprehensive Income (Loss)

Accumulated other comprehensive income (loss) represents certain components of revenues, expenses, gains and losses that are included in comprehensive income (loss) but are excluded from net income (loss). Other comprehensive income (loss) amounts are recorded directly as an adjustment to total equity, net of tax. The changes in the accumulated other comprehensive loss, net of tax, were as follows:

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GLOBAL BUSINESS TRAVEL GROUP, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(UNAUDITED)


(in $ millions)	Currency translation adjustments		Defined benefit plan related		Unrealized gain on cash flow hedge		Total accumulated other comprehensive loss
Balance as of December 31, 2025	$	(29)	$	(42)	$	(4)	$	(75)
Net changes during the period, net of tax benefit	(14)		—		5		(9)
Balance as of March 31, 2026	$	(43)	$	(42)	$	1	$	(84)


(in $ millions)	Currency translation adjustments		Defined benefit plan related		Unrealized gain on cash flow hedge		Total accumulated other comprehensive loss
Balance as of December 31, 2024	$	(104)	$	(59)	$	17	$	(146)
Net changes during the period, net of tax benefit	30		(1)		(15)		14


Balance as of March 31, 2025	$	(74)	$	(60)	$	2	$	(132)

The tax charge (benefit) for net changes related to (i) currency translation adjustments was $2 million and $(2) million for the three months ended March 31, 2026 and 2025, respectively, and (ii) unrealized gain on cash flow hedges was $2 million and $(4) million for the three months ended March 31, 2026 and 2025, respectively.

Amounts in accumulated other comprehensive loss are presented net of the related tax impact. Reclassifications out of accumulated other comprehensive losses related to amortization of (i) actuarial gains (losses) and prior service costs (component of net periodic pension benefit (cost)) is included within other income (loss), net, and (ii) gain (loss) on termination of cash flow hedges is included within interest expense, in the Company’s consolidated statements of operations.

Share Repurchase

During the three months ended March 31, 2026, the Company repurchased approximately 6 million shares of its Class A common stock at a cost of $38 million under its share repurchase program. As of March 31, 2026, $489 million remains available to be utilized until December 31, 2027 under the Company's share repurchase program.

Redeemable Non-Controlling Interest

Pursuant to the agreement to obtain control over Uvet GBT, the non-controlling shareholder has certain options to put the remaining 45% equity interest in Uvet GBT to the Company, which may be exercised from August 1, 2029 through December 31, 2031. The Company also has a call option to purchase the remaining noncontrolling interest of 45%, which may be exercised from August 1, 2029 through December 31, 2033, as set out in the agreement. The purchase price of the options is based on multiple of earnings, as adjusted for net debt, or at fair value, as provided in the agreement. Given these provisions within the options, the Company has classified the redeemable non-controlling interest as mezzanine equity on the Company's consolidated balance sheets, outside of permanent equity. As of March 31, 2026, redeemable non-controlling interest amounted to $50 million.

(13) Earnings (Loss) Per Share

Basic earnings (loss) per share is based on the average number of shares of Class A common stock outstanding during the period. Diluted earnings (loss) per share is based on the average number of shares of Class A common stock used for the basic earnings per share calculation, adjusted for the dilutive effect of (i) stock options and RSUs using the “treasury stock” method and (ii) PSUs and other contingently issuable shares assuming the end of the reporting period is the end of

contingency period.

The Company has issued and outstanding approximately 23 million earnout shares, which are subject to forfeiture if certain stock price thresholds are not met. In accordance with ASC 260, “Earnings Per Share,” earnout shares are excluded from weighted-average shares outstanding to calculate basic earnings (loss) per share as they are considered contingently

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GLOBAL BUSINESS TRAVEL GROUP, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(UNAUDITED)

issuable shares due to their potential forfeiture. Earnout shares will be included in weighted-average shares outstanding to calculate basic earnings (loss) per share as of the date their stock price thresholds are met and they are no longer subject to forfeiture. Additionally, dividends accrued on earnout shares, if any, will be forfeited if the pricing thresholds for earnout shares are not met during the specified time period.

The Company has excluded approximately (i) 9 million and 4 million stock options for the three months ended March 31, 2026 and 2025, respectively, and (ii) 4 million RSUs for the three months ended March 31, 2026, as their inclusion would have resulted in anti-dilutive effect on earnings (loss) per share. Additionally, the Company has excluded 1.9 million PSUs which were subject to the achievement of performance-based vesting conditions from the computation of diluted weighted average common shares because the performance conditions were not achieved as of March 31, 2026.

The following table reconciles the numerators and denominators used in the computation of basic and diluted earnings per share:


(in $ millions, except share and per share data)	Three months ended March 31,
		2026		2025
Numerator – Basic and diluted income per share:


Net income attributable to the Company’s Class A common stockholders (A)		$	52	$	75

Denominator – Basic and diluted weighted average number of shares outstanding:
Weighted average number of Class A Common Stock outstanding – Basic (B)		512,803,949		465,872,540

Dilutive effect of RSUs		6,015,896		10,845,224
Dilutive effect of PSU and other contingently issuable shares		580,426		—
Dilutive effect of stock options		—		1,997,918
Weighted average number of Class A Common Stock outstanding – Diluted (C)		519,400,271		478,715,682

Basic income per share attributable to the Company's Class A common stockholders: (A) / (B)		$	0.10	$	0.16


Diluted income per share attributable to the Company's Class A common stockholders: (A) / (C)		$	0.10	$	0.16

(14) Derivatives and Hedging

Except as mentioned below, the Company does not use derivative instruments to hedge exposures to cash flow, market or foreign currency risks. The Company does not hold or issue financial instruments for speculative or trading purposes. The Company does not offset derivative assets and liabilities within the consolidated balance sheets.

Interest Rate Swaps

The Company is subject to market risk exposure arising from changes in interest rates on debt, which bears interest at variable rates. In order to protect against potential higher interest costs resulting from anticipated increases in the variable rates, the Company, from time to time, has entered into interest rate swap contracts (discussed below) that fixed the benchmark interest rate with respect to a portion of its variable rate debt.

The Company has following interest rate swap agreements that had fair value liability of $16 million as of March 31, 2026:


Notional Amount (in $ millions)	Period	Fixed Interest Rate
$400	September 2024 to July 2028	4.2075	%
$500	September 2024 to July 2029	4.209	%

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GLOBAL BUSINESS TRAVEL GROUP, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(UNAUDITED)

Under ASC 815, Derivatives and Hedging, the fair value gain (loss) of the Company's terminated interest rate swaps recorded in accumulated other comprehensive income (loss) will be proportionately included as interest expense, in the consolidated statement of operations until July 2029 as the interest payments are made over this period. Further, the Company has determined that its existing interest rate swap contracts, designated as cash flow hedges, are highly effective at offsetting the increases in cash outflows when the three-month SOFR exceeds respective fixed rates under the contracts. Changes in the fair value of the interest rate swaps, net of tax, are recognized in other comprehensive income (loss) and are reclassified out of accumulated other comprehensive income (loss) into interest expense when the hedged interest obligations affect earnings.

Cross Currency Interest Rate Swaps and Net Investment Hedges

During the three months ended March 31, 2026, the Company had a fixed-to-fixed cross currency interest rate swap ("CCS") contract under which the Company will receive fixed interest at 7.5% per annum on a USD notional amount of $251 million and will pay fixed interest of 5.6390% per annum on EUR notional amount of €240 million. Notional amounts in the respective currencies are deemed to be exchanged at the beginning and end of the swap period. The swap's maturity date is July 26, 2029. Interest settlements under the CCS occur semi-annually in January and July of each year, that commenced on January 26, 2025, and end on July 26, 2029. The fair value (liability) of this CCS as of March 31, 2026 was $22 million.

The Company has designated the CCS contract as a net investment hedge, hedging foreign exchange translation risk related to a portion of its investments in EUR functional currency denominated subsidiaries on an after-tax basis. The Company has elected the spot method for measuring hedge effectiveness. As a result, the change in the fair value of the CCS contract attributable to the changes in the spot rates are recorded in the cumulative translation adjustment (CTA) section of other comprehensive income (loss). The initial value of the excluded components are recognized in interest expense under a systematic and rational method in accordance with ASC 815. Any difference between the change in fair value of the excluded components and the amounts recognized in earnings under the swap accrual process are also reported in the CTA section of other comprehensive income (loss). Amounts related to the CCS representing net periodic interest accruals are recognized in “Interest expenses,” on the Company's consolidated statements of operations.

Earnout Shares

The Company has issued and outstanding earnout shares which are accounted for as derivative instruments (see note 10 – Earnout Shares).

The following table presents the balance sheet location and fair value of the Company’s derivative instruments, on a gross basis, under ASC 815:

(in $ millions)

Balance sheet
Location

March 31, 2026

December 31, 2025

Derivatives designated as hedging instruments

Interest rate swaps

Other non-current liabilities

(16)

(24)

Cross currency interest rate swaps

Other non-current liabilities

(22)

(30)

Derivatives not designated as hedging instruments

Earnout shares

Earnout derivative liabilities

(6)

(37)

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GLOBAL BUSINESS TRAVEL GROUP, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(UNAUDITED)

The table below presents the impact of changes in fair values of derivatives on other comprehensive (loss) income and on net income:


		Amount of gain/(loss) recognized in other comprehensive income (loss)				Statement of operations location		Amount of gain/(loss) recognized in statements of operations
	Three months ended March 31,						Three months ended March 31,
		2026		2025				2026		2025
Derivatives designated as hedging instruments
Interest rate swaps		$	8	$	(15)	NA		—		—
Interest rate swaps re-classed to consolidated statements of operations		(1)		(4)		Interest expense		$	1	$	4
Cross currency interest rate swap		8		(7)		NA		—		—

Derivatives not designated as hedging instruments
Foreign currency forward contracts		—		—		Other income (loss), net		—		9
Earnout Shares		—		—		Fair value movement on earnout derivative liabilities		31		74
								$	32	$	87

The Company expects $5 million of gain on the interest rate swap contracts to be reclassified from accumulated other comprehensive loss to net earnings as a credit to interest expense within the next 12 months.

(15) Fair Value Measurements

Financial instruments which are measured at fair value, or for which a fair value is disclosed, are classified in the fair value hierarchy, as outlined below, on the basis of the observability of the inputs used in the fair value measurement:

Level 1 — Valuations based on quoted prices in active markets for identical assets or liabilities that the Company has the ability to access.

Level 2 — Valuations based on quoted prices in active markets for similar assets or liabilities, quoted prices in non-active markets or for which all significant inputs, other than quoted prices, are observable either directly or indirectly, or for which unobservable inputs are corroborated by market data.

Level 3 — Valuations based on inputs that are unobservable and significant to overall fair value measurement.

As of March 31, 2026, the Company’s financial assets and liabilities recorded at fair value on a recurring basis consist of its derivative instruments — interest rate swaps, cross currency interest rate swaps and non-employee earnout shares. The foreign currency forward contracts matured on June 30, 2025 and the Company has not entered into any new foreign currency forward contracts.

The fair value of the Company’s interest rate swaps has been primarily calculated by using a discounted cash flow analysis by taking the present value of the fixed and floating rate cash flows utilizing the appropriate forward SOFR curves and the counterparty’s credit risk, which was determined to be not material. The fair value of the Company’s cross currency interest rate swaps has been calculated by using discounted cash flows of the contracts using market observable inputs including currency spot and forward rates of the underlying currencies. The fair value of non-employee earnout shares is determined using the Monte Carlo valuation method.

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GLOBAL BUSINESS TRAVEL GROUP, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(UNAUDITED)

Presented below is a summary of the gross carrying value and fair value of the Company’s assets and liabilities measured at fair value on a recurring basis:


		Asset/ (Liability)
(in $ millions)	Fair Value Hierarchy	March 31, 2026		December 31, 2025

Interest rate swap liability	Level 2	$	(16)	$	(24)
Cross currency interest rate swap liability	Level 2	(22)		(30)


Non-employee earnout shares	Level 3	(6)		(37)

Inherent in the Monte Carlo valuation method, used to value earnout shares, are assumptions related to expected stock-price volatility, expected life, risk-free interest rate and dividend yield. The Company estimated the volatility of the earnout shares based on weighted average of its own share price volatility that matches the expected remaining life of the earnout shares. The risk-free interest rate was based on the U.S. Treasury zero-coupon yield curve for a maturity similar to the expected remaining life of the earnout shares. The expected life of the earnout shares was assumed to be equivalent to their remaining contractual term. The Company anticipated the dividend rate will remain at zero.

The following table presents the assumptions used for the measurement of the fair value of outstanding earnout shares liabilities:


	March 31, 2026		December 31, 2025
Stock price ($)	$	5.58	$	7.65
Risk-free interest rate	3.73%		3.48%
Volatility	41.3%		38.0%
Expected term (years)	1.2		1.4
Expected dividends	0.0%		0.0%

Fair value ($) (per earnout share – Tranche 1)	$	0.38	$	2.12
Fair value ($) (per earnout share – Tranche 2)	$	0.15	$	1.07

The following table presents changes in Level 3 financial liabilities measured at fair value during the three months March 31, 2026:


(in $ millions)	Earnout Shares (Amount)
Balance as of December 31, 2025	$	37
Change in fair value	(31)
Balance as of March 31, 2026	$	6

The Company does not measure its debt at fair value in its consolidated balance sheets. The fair value of the Company’s long-term debt is determined based on quoted prices in inactive markets for identical debt instruments, or for similar debt instruments, when traded as assets.

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GLOBAL BUSINESS TRAVEL GROUP, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(UNAUDITED)

The fair values of the Company’s outstanding senior secured term loans are as follows:


		March 31, 2026				December 31, 2025
(in $ millions)	Fair Value Hierarchy	Carrying amount(1)		Fair value		Carrying amount (1)		Fair value
Senior secured term loans - amended and restated	Level 2	$	1,465	$	1,449	$	1,367	$	1,391

_____________________________________________________________

(1)Represents outstanding principal amount of senior secured term loans less unamortized debt discount and debt issuance costs.

The carrying amounts of cash and cash equivalents, accounts receivable, due from affiliates, other current assets, accounts payable, due to affiliates and accrued expenses and other current liabilities approximate their fair value due to the short-term maturities of these assets and liabilities.

Certain assets and liabilities, including long-lived assets, goodwill and other intangible assets, are measured at fair value on a non-recurring basis.

(16) Related Party Transactions

The following summaries relate to certain related party transactions entered into by the Company with certain of its shareholders, its shareholders' affiliates and the Company's affiliates.

Commercial Agreements

The Company has various commercial agreements with affiliates of American Express International, Inc. ("American Express"). In respect of such agreements, the table below sets out revenue accrued and expenses incurred by the Company during the three months ended March 31, 2026 and 2025:


	Three Months ended March 31,
(in $ millions)	2026	2025
Revenue	3	$	2
(Expenses)	(13)	(10)

The table below sets out amount receivable and payable to affiliates of American Express (including amounts collected by the Company on behalf of affiliates of American Express against certain receivables), as of March 31, 2026 and December 31, 2025:


	As of March 31,	As of December 31,
(in $ millions)	2026	2025
Receivable from affiliates of American Express	3	$	3
(Payable) to affiliates of American Express	(23)	(25)

In November 2021, the Company and EAN.com LP, an affiliate of Expedia, entered into a ten-year term marketing partner agreement to provide the Company’s business customers with access to Expedia group hotel content. Additionally,

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GLOBAL BUSINESS TRAVEL GROUP, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(UNAUDITED)

GBT Travel Services UK Limited, an affiliate of the Company ("GBT UK") and an affiliate of Expedia, entered into the following agreements:

•an operating agreement in 2024, whereby the affiliate of Expedia would continue to provide certain operational services in support of the Egencia business for up to eighteen months; and

•a services agreement in 2023, whereby the affiliate of Expedia would provide artificial intelligence-based, fraud prevention services involving ancillary license of software to GBT UK and its affiliates in support of the Egencia business for up to three years.

The table below set out revenue accrued and expenses incurred by the Company during the three months ended March 31, 2026 and March 31, 2025, in respect of these agreements:


	Three Months ended March 31,
(in $ millions)	2026		2025
Revenue	$	53	$	40
(Expenses)	—		(2)

The table below sets out amount receivable from affiliates of Expedia as of March 31, 2026 and December 31, 2025. There was no payable to affiliates of Expedia as of March 31, 2026 and December 31, 2025:


	As of March 31,	As of December 31,
(in $ millions)	2026	2025
Receivable from affiliates of Expedia	51	$	48

During the three months ended March 31, 2025, the Company paid $3 million as the full and final amount towards an accrued balance of $7 million, payable to Expedia, for a loss contingency and released the $4 million liability which is included in the Company's consolidated statements of operations.

(17) Segment Information

The Company's reportable segments are determined based upon its internal organizational structure; the manner in which the Company’s operations are managed; the criteria used by the Company’s Chief Executive Officer, who is also the Company’s Chief Operating Decision Maker (“CODM”), to evaluate segment performance; the availability of separate financial information utilized on a regular basis by the CODM to assess financial performance and to allocate resources; and overall materiality considerations. All significant operating decisions are based on analysis of the Company as a single global business. As of March 31, 2026, the Company has determined it has one operating and reporting segment.

The financial measures which the Company’s CODM uses to evaluate the performance of the Company are revenue and consolidated net income (loss), considering the adjusted cost and expenses as shown in the table below. The CODM also regularly reviews revenue by transaction type – Travel Revenue and Products and Professional Services Revenue (see note 4 – Revenue from Contracts with Customers).

The table below sets forth information about reported segment revenue, significant segment expenses, other segment items and consolidated net income.

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GLOBAL BUSINESS TRAVEL GROUP, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(UNAUDITED)


	Three months ended March 31,
(in $ millions)		2026		2025
Revenue		$	840	$	621
Less: (a)
Adjusted cost of revenue (b)		349		229
Adjusted sales and marketing (b)		120		95
Adjusted technology and content (b)		151		111
Adjusted general and administrative (c)		71		45
Total adjusted cost and expenses		691		480

Share of income from equity-method investments		1		—

Less: other segment items
Interest income		1		2
Interest expense		(27)		(24)
Loss on early extinguishment of debt		—		(2)
Depreciation and amortization		(60)		(40)
Other, net (d)		(10)		(2)
Net income		$	54	$	75

(a)The significant expense categories and amounts align with the information that is regularly provided to the CODM.

(b)Excludes primarily non-cash equity-based compensation and related employer taxes.

(c)Excludes primarily non-cash equity-based compensation and related employer taxes, restructuring costs related to facilities consolidation, integration costs, costs related to mergers and acquisitions, non-cash equity-based compensation and related employer taxes and certain corporate costs.

(d)Relates primarily to restructuring, exit and other related charges, integration costs, mergers and acquisitions, equity-based compensation and related employer taxes, fair value movement of earnout derivative liabilities, benefit from (provision for) income taxes, foreign currency gains (losses) and non-service components of net periodic pension cost.

(18) Subsequent Events

Proposed Merger

On May 2, 2026, 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 (the "Buyer"). Pursuant to the Merger Agreement, Merger Sub will be merged with and into the Company (the “Merger”), with the Company surviving as a wholly owned subsidiary of Parent.

Upon the terms and subject to the conditions set forth in the Merger Agreement, at the effective time of the Merger, each share of the Company's Class A common stock that is issued and outstanding as of immediately prior to the effective time of the Merger (other than certain excluded shares and shares held by stockholders who properly exercise appraisal rights) will be automatically cancelled, extinguished and converted into the right to receive cash in an amount equal to $9.50, without interest thereon. Further, outstanding equity awards granted by the Company under its equity plans, will be also be settled in cash in accordance with the terms of the Merger Agreement.

The closing of the Merger is subject to satisfaction of certain customary conditions at or prior to closing, including adoption and approval of the Merger Agreement by the affirmative vote of the holders of a majority of the outstanding shares entitled to vote thereon and receipt of required regulatory approvals, including under the Hart-Scott-Rodino

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GLOBAL BUSINESS TRAVEL GROUP, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(UNAUDITED)

Antitrust Improvements Act of 1976. Notwithstanding the foregoing, in no event will Parent or Merger Sub be obligated to consummate the closing of the Merger prior to July 1, 2026.

The Merger Agreement contains customary representations, warranties and covenants, including covenants relating to the conduct of the Company's business between the signing of the Merger Agreement and the completion of the Merger.

The Merger is expected to close in the second half of 2026.

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ITEM 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations

FORWARD-LOOKING STATEMENTS

Certain statements made in this Quarterly Report on Form 10-Q (“Form 10-Q” or "Quarterly Report") are “forward-looking statements” within the meaning of Section 27A of the Securities Act and Section 21E of the Exchange Act and are subject to the safe harbor created thereby under the Private Securities Litigation Reform Act of 1995. Forward-looking statements provide our current expectations or forecasts of future events. Forward-looking statements include statements about our expectations, beliefs, plans, objectives, intentions, assumptions and other statements that are not historical facts. The words “anticipate,” “believe,” “continue,” “could,” “estimate,” “expect,” “intend,” “may,” “might,” “plan,” “possible,” “potential,” “predict,” “project,” “should,” “will,” “would” and similar expressions may identify forward-looking statements, but the absence of these words does not mean that a statement is not forward-looking.

The forward-looking statements contained in this Form 10-Q are based on our current expectations and beliefs concerning future developments and their potential effects on us. There can be no assurance that future developments affecting us will be those that we have anticipated. These forward-looking statements involve a number of risks, uncertainties (some of which are beyond our control) or other assumptions that may cause actual results or performance to be materially different from those expressed or implied by these forward-looking statements. These risks and uncertainties include, but are not limited to, the following risks, uncertainties and other factors:

•changes to projected financial information or our ability to achieve our anticipated growth rate and execute on industry opportunities;

•our ability to maintain our existing relationships with clients and suppliers and to compete with existing and new competitors;

•various conflicts of interest that could arise among us, affiliates and investors;

•our success in retaining or recruiting, or changes required in, our officers, key employees or directors;

•factors relating to our business, operations and financial performance, including market conditions and global and economic factors beyond our control;

•the impact of geopolitical conflicts, including the war in Ukraine, the conflicts in the Middle East, tensions between China and Taiwan and military operations in Venezuela, as well as related changes in base interest rates, inflation and significant market volatility on our business, the travel industry, travel trends and the global economy generally;

•the sufficiency of our cash, cash equivalents and investments to meet our liquidity needs;

•the effect of a prolonged or substantial decrease in global travel on the global travel industry;

•political, social and macroeconomic conditions (including the widespread adoption of teleconference and virtual meeting technologies which could reduce the number of in-person business meetings and demand for travel and our services);

•the effect of legal, tax and regulatory changes;

•the impact of any future acquisitions including the integration of any acquisition;

•costs related to, or the inability to recognize the anticipated benefits of our merger with CWT;

•risks related to the business of CWT or unexpected liabilities that arise in connection with the integration of CWT into our business, including our ability to apply our procedures regarding internal controls over financial reporting to CWT;

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•the outcome of any legal proceedings that may be instituted against the Company in connection with the merger with CWT or the proposed Merger;

•the ability to complete the proposed Merger on the anticipated terms and timing, or at all, including obtaining required regulatory approvals and the satisfaction of other conditions to the completion of the proposed Merger;

•the risk that disruptions from the proposed Merger (such as the ability of certain customers of the Company to terminate or amend contracts upon a change of control, or to withhold consent to such change of control) will harm the Company’s business, including current plans and operations, during the pendency, and following the completion of, the proposed Merger;

•the diversion of management’s time and attention from ordinary course business operations to completion of the proposed Merger;

•potential adverse reactions or changes to business relationships resulting from the announcement or completion of the proposed Merger;

•contractual provisions that may impact the Company’s ability to pursue certain business opportunities or strategic transactions during the pendency, and/or following the completion of, the proposed Merger;

•the occurrence of any event, change, or other circumstance that could give rise to the termination of the proposed Merger; and

•other factors detailed under the heading “Risk Factors” in this Form 10-Q and our Annual Report on Form 10-K for the year ended December 31, 2025 filed with the SEC on March 9, 2026 ("Annual Report on Form 10-K").

Should one or more of these risks or uncertainties materialize, or should any of our assumptions prove incorrect, actual results may vary in material respects from those projected in these forward-looking statements. We undertake no obligation to update or revise any forward-looking statements, whether as a result of new information, future events or otherwise, except as may be required under applicable securities laws.

You should read the following discussion and analysis of our financial condition and results of operations together with our consolidated financial statements, and the related notes, included elsewhere in this Form 10-Q. The discussion and analysis below presents our historical results as of and for the periods ended on, the dates indicated.

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Overview

American Express Global Business Travel, operated by Global Business Travel Group, Inc., a Delaware corporation, ("Amex GBT") is a leading software and services company for travel, expense, and meetings & events. Our comprehensive and competitive marketplace, industry-leading software, AI-powered efficiencies and 24/7 global support team offer solutions, savings, and flexibility for companies of every size.

We serve and create value for clients and travel suppliers by providing comprehensive and competitive content through the Amex GBT marketplace and by offering the data and insights through a suite of travel and expense software and professional services built on a proprietary AI-powered modern technology platform.

We serve:

Clients: We serve clients globally across diverse industries, including financial services, industrial, technology, healthcare, and legal sectors. Our client base is highly diversified and includes small and medium-sized enterprises ("SME") clients and large global multinational clients ("GMN"). We help clients drive significant cost savings by aggregating diverse business travel content across air, hotels, car rentals, and ancillary services, negotiating differentiated fares and added benefits and ensuring compliance and traveler safety through advanced travel management capabilities.

Travel Suppliers: The hub of our business is our marketplace, where we connect travel suppliers with one of the largest and most in demand sources of business travel globally; clients who have higher average ticket values and greater premium cabin usage compared to typical business-to-business ("B2B") travel benchmarks.

We offer:

Amex GBT Marketplace: Amex GBT's marketplace reflects our commitment to business travel. It uses AI-powered data analysis to better understand the individual traveler and provide the best fares and rates available at the time of the search. We provide value for both sides of the travel marketplace, providing the content, negotiated rates, and a data-first approach to booking, product offering, monitoring, and technology that maximizes benefits for clients and travel suppliers. We also provide our clients with the data and the insights that they require to negotiate with suppliers and maximize savings, including a dashboard for new distribution capability ("NDC")-enabled bookings.

Travel and Expense Software: Our proprietary travel solutions pull content from hundreds of airlines, thousands of hotels, and some of travel’s most experienced vendors, specialists, and other resources, offering clients the benefit of negotiated rates and fares, exclusive travel content, and constant monitoring to assess and correct any gaps. With the expertise to understand client preferences and provide content that helps them achieve their travel policy objectives, Amex GBT offers multiple unique, customizable travel solutions.

Professional Services: We provide specialized professional services. Amex GBT Meetings & Events helps business travelers come together and engage in unique settings and experiences for attendees, companies and brands. Amex GBT Consulting provides strategic guidance and tailored solutions to optimize corporate travel programs, enhance cost savings, improve traveler experience, and maintain policy compliance. For very specific industries like sports professionals, TV and film production and global sports broadcasting companies, GBT Sports & Entertainment provides tailored travel services for these creative, technology-forward industries.

Leading AI-Powered Platform: We use proprietary AI across our platform. Our AI-powered solutions are built to enhance, amongst other things, the traveler experience and operational efficiency, offer natural language virtual assistants, personalized recommendations, automatic rate optimization tools, and savings identification capabilities.

Proposed Merger

On May 2, 2026, we 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.

Upon the terms and conditions set forth in the Merger Agreement, Merger Sub will be merged with and into the Company (the “Merger”), with the Company surviving as a wholly owned subsidiary of Parent.

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At the effective time of the Merger, each issued and outstanding share of our Class A common stock (other than certain excluded shares and shares held by stockholders who properly exercise appraisal rights) will be cancelled and converted into the right to receive $9.50 per share in cash, without interest thereon. In addition, at or immediately prior to the effective time, our outstanding equity awards, including stock options and restricted stock units, will be cancelled and converted into the right to receive cash payments based on the Merger consideration, subject to the terms of the Merger Agreement. See Note 18 - Subsequent Events in Item 1 of this Form 10-Q for further details regarding the proposed Merger.

Key Factors Affecting Our Results of Operations

As a result of a number of factors, our historical results of operations are not comparable from period to period and may not be comparable to our financial results of operations in future periods. Set forth below is a brief discussion of the key factors impacting the comparability of our results of operations.

Impact of Acquisition

From time-to-time we pursue accretive acquisitions and have realized substantial growth through our acquisition strategy. In September 2025, we completed the acquisition of CWT and in December 2025, we obtained control over UVET Viaggi Turismo S.p.A. ("Uvet GBT"), through our majority representation on the board of directors of Uvet GBT. We consolidate the results of CWT and Uvet GBT since their respective dates of acquisition.

Such acquisitions have an impact on our revenue, cost of revenue and other operating expenses (including integration, restructuring and depreciation and amortization). Further, purchase accounting under GAAP requires that all assets acquired and liabilities assumed in a business combination be recorded at fair value on the acquisition date. This could result in a significant amount of amortization of acquired intangibles (or impairments, if any) recorded in our results of operations, which may significantly impact our results of operations.

Fair Value Movements for Earnout Shares

We have earnout shares that we record as derivative liabilities, recognizing any fair value movement in the consolidated statements of operations. We have experienced significant gains or losses on account of fair value movements related to these earnout shares, which has impacted our results of operations.

Foreign Currency Exchange

We have considerable business operations outside of the United States. As we report our results in U.S. Dollars, we face exposure to movements in foreign currency exchange rates as the financial results and the financial condition of our

businesses outside of the U.S. are translated from local functional currency into U.S. Dollars. As a result of movements in

foreign currency exchange rates, the amounts of our foreign-currency denominated net assets, revenues, operating expenses, and net income as expressed in U.S. Dollars are affected. However, since our expenses are generally denominated in foreign currencies on a basis similar to our revenues, our operating margins have not been significantly impacted by currency fluctuations.

Further, our results of operations are also affected due to the remeasurement of monetary assets and liabilities denominated in currencies other than the functional currency of entities. These remeasurement adjustments are recognized in earnings and can result in foreign currency gains or losses, depending on the direction of currency movements. Period-to-period changes in exchange rates, particularly in the Euro and British Pound, can introduce volatility into our reported financial results, independent of underlying business performance. While we entered into foreign currency forward contracts to economically hedge, in part, risks from such remeasurements, these measures do not fully offset the impact of foreign currency fluctuations on our financial results.

Key Operating and Financial Metrics

We monitor the following key operating and financial metrics to help us evaluate our business, measure our performance, identify trends affecting our business, prepare financial projections and make strategic decisions. The following key operating and financial metrics, which we believe are useful in evaluating our business, are used by management to monitor and analyze the operational and financial performance of our business:

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	Three months ended March 31,	Change increase/(decrease)
(in $ millions, except percentages)		2026			2025					%
Key Operating Metrics
TTV		$	13,107		$	8,514		$	4,593	54	%
Transaction Growth		41		%	2		%	n/m		n/m
Key Financial Metrics
Revenue		840			621			219		35	%
Total operating expense		837			566			271		48	%
Gross Profit		471			374			97		26	%
Gross Profit Margin		56		%	60		%	(410) bps		(7)	%
Operating income		3			55			(52)		(94)	%
Net income		54			75			(21)		(28)	%
Net income margin		6		%	12		%	(570)bps		(47)	%
Net cash (used in) from operating activities		(15)			53			(68)		(129)	%
Adjusted Gross Profit		490			390			100		26	%
Adjusted Gross Profit margin		58		%	63		%	(450)bps		(7)	%
EBITDA		98			160			(62)		(39)	%
Adjusted EBITDA		150			141			9		6	%
Adjusted EBITDA margin		18%			23		%	(490)bps		(21)	%
Adjusted Operating Expenses		691			480			211		44	%
Free Cash Flow		(52)			26			(78)		(300)	%


	As of March 31,		As of December 31,
	2026		2025
Net Debt	$	1,075	$	984

_____________________________________________________________

n/m = Percentage calculated is not meaningful

Key Operating Metrics

We consider Total Transaction Value (“TTV”) (as defined below), followed by Transaction Growth (Decline) (as defined below), to be two significant non-financial metrics that are broadly used in the travel industry to help understand revenue and expense trends. These metrics are used by our management to (1) manage the financial planning and performance of our business, (2) evaluate the effectiveness of our business strategies, (3) make budgeting decisions, and (4) compare our performance to the performance of our peer companies. We also believe that TTV, followed by Transaction Growth (Decline), may assist potential investors and financial analysts in understanding the drivers of growth in our revenues and changes in our operating expenses across reporting periods.

In 2025, following the acquisition of CWT, we updated our methodology to calculate TTV and number of transactions to better align across our platforms to ensure consistency and comparability. As a result, TTV and Transaction Growth (Decline) metrics for prior periods have been recalculated and presented to conform to the current methodology, with no material impact year-over-year.

TTV

TTV refers to the sum of the total price paid by travelers for air, hotel, rail, car rental and cruise bookings, including taxes and other charges applied by suppliers at point of sale, less cancellations and refunds.

For the three months ended March 31, 2026, TTV increased by $4,593 million, or 54% , to $13,107 million compared to the three months ended March 31, 2025, due to consolidation of businesses acquired in prior year that contributed 40% of this growth. The remaining increase in TTV during the three months ended March 31, 2026 was primarily due to

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Transaction Growth, an increase in both average air transaction price and average hotel stay price and a favorable impact from foreign currency exchange rates.

Transaction Growth (Decline)

Transaction Growth (Decline) represents year-over-year increase or decrease as a percentage of the total transactions, including air, hotel, car rental, rail or other travel-related transactions, recorded at the time of booking, and is calculated on a net basis to exclude cancellations, refunds and exchanges. To calculate year-over-year growth or decline, we compare the total number of net transactions in the comparative previous period/ year to the total number of net transactions in the current period/year in percentage terms.

Transaction Growth was 41% for the three months ended March 31, 2026, due to consolidation of businesses acquired in prior year that contributed 38% of this growth. The remaining Transaction Growth during the three months ended March 31, 2026 was primarily due to share gains and increased demand for business travel from our clients.

Non-GAAP Financial Measures

We report our financial results in accordance with GAAP. Our non-GAAP financial measures are provided in addition, and should not be considered as an alternative, to other performance or liquidity measures derived in accordance with GAAP. Non-GAAP financial measures have limitations as analytical tools, and you should not consider them either in isolation or as a substitute for analyzing our results as reported under GAAP. In addition, because not all companies use identical calculations, the presentations of our non-GAAP financial measures may not be comparable to other similarly titled measures of other companies and can differ significantly from company to company.

Management believes that these non-GAAP financial measures provide users of our financial information with useful supplemental information that enables a better comparison of our performance or liquidity across periods. In addition, we use certain of these non-GAAP financial measures as performance measures as they are important metrics used by management to evaluate and understand the underlying operations and business trends, forecast future results and determine future capital investment allocations. We also use certain of our non-GAAP financial measures as indicators of our ability to generate cash to meet our liquidity needs and to assist our management in evaluating our financial flexibility, capital structure and leverage. These non-GAAP financial measures supplement comparable GAAP measures in the evaluation of the effectiveness of our business strategies, to make budgeting decisions, and/or to compare our performance and liquidity against that of other peer companies using similar measures.

Adjusted Gross Profit, Adjusted Gross Profit Margin, EBITDA, Adjusted EBITDA, Adjusted EBITDA Margin, Adjusted Operating Expenses

We define Adjusted Gross Profit as revenue less cost of revenue (excluding depreciation and amortization).

We define Adjusted Gross Profit Margin as Adjusted Gross Profit divided by revenue.

We define EBITDA as net income (loss) before interest income, interest expense, gain (loss) on early extinguishment of debt, benefit from (provision for) income taxes and depreciation and amortization.

We define Adjusted EBITDA as net income (loss) before interest income, interest expense, gain (loss) on early extinguishment of debt, benefit from (provision for) income taxes and depreciation and amortization and as further adjusted to exclude costs that management believes are non-core to the underlying business of the Company, consisting of restructuring, exit and related charges, integration costs, costs related to mergers and acquisitions, non-cash equity-based compensation and related employer taxes, long-term incentive plan costs, certain corporate costs, fair value movements on earnout derivative liabilities, foreign currency gains (losses) and non-service components of net periodic pension benefit (costs).

We define Adjusted EBITDA Margin as Adjusted EBITDA divided by revenue.

We define Adjusted Operating Expenses as total operating expenses excluding depreciation and amortization and costs that management believes are non-core to the underlying business of the Company, consisting of restructuring, exit and related charges, integration costs, costs related to mergers and acquisitions, non-cash equity-based compensation and related employer taxes, long-term incentive plan costs and certain corporate costs.

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Adjusted Gross Profit, Adjusted Gross Profit Margin, EBITDA, Adjusted EBITDA, Adjusted EBITDA Margin and Adjusted Operating Expenses are supplemental non-GAAP financial measures of operating performance that do not represent and should not be considered as alternatives to gross profit, net income (loss) or total operating expenses, as determined under GAAP. In addition, these measures may not be comparable to similarly titled measures used by other companies.

These non-GAAP measures have limitations as analytical tools, and these measures should not be considered in isolation or as a substitute for analysis of the Company’s results or expenses as reported under GAAP. Some of these limitations are that these measures do not reflect:

•changes in, or cash requirements for, our working capital needs or contractual commitments;

•our interest expense, or the cash requirements to service interest or principal payments on our indebtedness;

•our tax expense, or the cash requirements to pay our taxes;

•recurring, non-cash expenses of depreciation and amortization of property and equipment and definite-lived intangible assets and, although these are non-cash expenses, the assets being depreciated and amortized may have to be replaced in the future;

•the non-cash expense of stock-based compensation, which has been, and will continue to be for the foreseeable future, an important part of how we attract and retain our employees and a significant recurring expense in our business;

•restructuring, mergers and acquisition and integration costs, all of which are intrinsic to our acquisitive business model; and

•impact on earnings or changes resulting from matters that are non-core to our underlying business, as we believe they are not indicative of our underlying operations.

Adjusted Gross Profit, Adjusted Gross Profit Margin, EBITDA, Adjusted EBITDA, Adjusted EBITDA Margin and Adjusted Operating Expenses should not be considered as a measure of liquidity or as a measure determining discretionary cash available to us to reinvest in the growth of our business or as measures of cash that will be available to us to meet our obligations.

We believe that the adjustments applied in presenting Adjusted Gross Profit, Adjusted Gross Profit Margin, EBITDA, Adjusted EBITDA, Adjusted EBITDA Margin and Adjusted Operating Expenses are appropriate to provide additional information to investors about certain material non-cash and other items that management believes are non-core to our underlying business.

We use these measures as performance measures as they are important metrics used by management to evaluate and understand the underlying operations and business trends, forecast future results and determine future capital investment allocations. These non-GAAP measures supplement comparable GAAP measures in the evaluation of the effectiveness of our business strategies, to make budgeting decisions, and to compare our performance against that of other peer companies using similar measures. We also believe that Adjusted Gross Profit, Adjusted Gross Profit Margin, EBITDA, Adjusted EBITDA, Adjusted EBITDA Margin and Adjusted Operating Expenses are helpful supplemental measures to assist potential investors and analysts in evaluating our operating results across reporting periods on a consistent basis.

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Set forth below is a reconciliation of Adjusted Gross Profit to Gross Profit.


	Three months ended March 31,
(in $ millions)		2026			2025
Revenue		$	840		$	621
Cost of revenue (excluding depreciation and amortization)		350			231
Adjusted Gross Profit		490			390
Depreciation and amortization related to cost of revenue		19			16
Gross Profit		471			374
Gross Profit Margin		56		%	60		%
Adjusted Gross Profit Margin		58		%	63		%

Set forth below is a reconciliation of net income to EBITDA and Adjusted EBITDA.


	Three months ended March 31,
(in $ millions)		2026			2025
Net income		$	54		$	75
Interest income		(1)			(2)
Interest expense		27			24
Loss on early extinguishment of debt		—			2
(Benefit from) provision for income taxes		(42)			21
Depreciation and amortization		60			40
EBITDA		98			160
Restructuring, exit and related charges (a)		49			4
Integration costs (b)		9			5
Mergers and acquisitions costs (c)		3			6
Equity-based compensation and related employer taxes (d)		25			31
Fair value movement on earnout derivative liabilities (e)		(31)			(74)
Other adjustments, net (f)		(3)			9
Adjusted EBITDA		$	150		$	141
Net income Margin		6		%	12		%
Adjusted EBITDA Margin		18		%	23		%

Set forth below is a reconciliation of total operating expenses to Adjusted Operating Expenses:


	Three months ended March 31,
(in $ millions)		2026		2025
Total operating expenses		$	837	$	566
Adjustments:
Depreciation and amortization		(60)		(40)
Restructuring, exit and related charges (a)		(49)		(4)
Integration costs (b)		(9)		(5)
Mergers and acquisitions costs (c)		(3)		(6)
Equity-based compensation and related employer taxes (d)		(25)		(31)

Adjusted Operating Expenses		$	691	$	480

_____________________________________________________________

(a)Includes (i) employee severance costs of $40 million and $4 million for the three months ended March 31, 2026 and 2025, respectively, (ii) accelerated amortization of operating lease ROU assets of $5 million for the three months

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ended March 31, 2026 and (iii) contract costs related to facility abandonment of $4 million for the three months ended March 31, 2026.

(b)Represents expenses related to the integration of business acquisitions.

(c)Represents expenses related to business acquisitions, including potential business acquisitions, and includes pre-acquisition due diligence and related activities costs.

(d)Represents non-cash equity-based compensation expense and employer taxes paid related to equity incentive awards to certain employees.

(e)Represents fair value movements on earnout derivative liabilities during the periods.

(f)Adjusted Operating Expenses excludes (i) long-term incentive plan expense of $1 million for the three months ended March 31, 2025, and (ii) legal and professional services (reversals) of $(1) million for the three months ended March 31, 2025. Adjusted EBITDA additionally excludes (i) unrealized foreign exchange gain (loss) of $5 million and $(7) million for the three months ended March 31, 2026 and 2025, respectively, and (ii) non-service component of our net periodic pension cost related to our defined benefit pension plans of $2 million and $2 million for the three months ended March 31, 2026 and 2025, respectively.

For a discussion of Free Cash Flow and Net Debt, see “Liquidity and Capital Resources — Free Cash Flow” and “Liquidity and Capital Resources — Net Debt.”

Results of Operations

Three Months Ended March 31, 2026 Compared to Three Months Ended March 31, 2025

The following is a discussion of our results of the consolidated statements of operations for the three months ended March 31, 2026 and 2025:

Revenue


	Three months ended March 31,				Change increase/(decrease)
(in $ millions)	2026		2025		$		%
Travel revenue	$	665	$	499	$	166	33	%
Product and professional services revenue	175		122		53		44	%
Total revenue	$	840	$	621	$	219	35	%

For the three months ended March 31, 2026, our total revenue increased by $219 million, or 35%, primarily due to an increase in both Travel Revenue and Product and Professional Services Revenue. The increase in total revenue was primarily driven by $174 million of incremental revenue resulting from consolidation of businesses acquired in prior year and $45 million increase from Transaction Growth and increase in TTV. Increase in revenue includes $21 million of favorable foreign exchange impact.

Travel Revenue increased by $166 million or 33% due to $132 million of incremental revenue resulting from consolidation of businesses acquired in the prior year and $34 million due to Transaction Growth and increase in TTV. The increase in Travel Revenue includes $15 million of favorable foreign exchange impact.

Product and professional services revenue increased $53 million, or 44%, due to $42 million of incremental revenue resulting from consolidation of businesses acquired in the prior year, a $9 million increase in other professional services revenue and a $2 million increase in management fees. The increase in Product and professional services revenue includes $6 million of favorable foreign exchange impact.

Cost of Revenue (Excluding Depreciation and Amortization)

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	Three months ended March 31,				Change increase/(decrease)
(in $ millions)	2026		2025		$		%
Cost of revenue (excluding depreciation and amortization)	$	350	$	231	$	119	51	%

For the three months ended March 31, 2026, cost of revenue (excluding depreciation and amortization) increased by $119 million, or 51%, primarily due to (i) $96 million of incremental expenses resulting from consolidation of businesses acquired in the prior year, (ii) a $20 million increase related to higher employee headcount and merit increases, (iii) a $10 million increase to support volume growth, partially offset by (iii) a $9 million productivity improvements primarily driven by automation and cost savings initiatives. The increase in cost of revenue expenses (excluding depreciation and amortization) includes $13 million of unfavorable foreign exchange impact.

Sales and Marketing


	Three months ended March 31,				Change increase/(decrease)
(in $ millions)	2026		2025		$		%
Sales and marketing	$	126	$	103	$	23	23	%

For the three months ended March 31, 2026, sales and marketing expenses increased by $23 million, or 23%, primarily due to (i) $19 million of incremental expenses resulting from consolidation of businesses acquired in the prior year and (ii) a $3 million increase to support volume growth and growth plans in SME client base. The increase in sales and marketing expenses includes $4 million of unfavorable foreign exchange impact.

Technology and Content


	Three months ended March 31,				Change increase/(decrease)
(in $ millions)	2026		2025		$		%
Technology and content	$	159	$	120	$	39	33	%

For the three months ended March 31, 2026, technology and content costs increased by $39 million, or 33%, primarily due to (i) $33 million of incremental expenses resulting from consolidation of businesses acquired in the prior year and (ii) a $5 million increase in expenses to support our investments in strategic plans.The increase in technology and content expenses includes $3 million of unfavorable foreign exchange impact.

General and Administrative


	Three months ended March 31,				Change increase/(decrease)
(in $ millions)	2026		2025		$		%
General and administrative	$	98	$	68	$	30	44	%

For the three months ended March 31, 2026, general and administrative expenses increased by $30 million, or 44%, primarily due to (i) incremental expenses of $24 million resulting from consolidation of businesses acquired in the prior year, (ii) an $8 million increase in head office costs and (iii) a $4 million increase in integration costs, partially offset by (iv) a reduction in expenses of $5 million due to cost savings initiatives and (v) a $3 million decrease in mergers and acquisitions costs. The increase in general and administrative expenses includes $1 million of unfavorable foreign exchange impact.

Restructuring and Other Exit Charges

For the three months ended March 31, 2026, restructuring charges of $44 million related primarily to restructuring actions initiated by us following an evaluation of the combined business after completion of prior year acquisitions and other employee severance costs due to reduction in workforce to improve operational efficiencies (see note 6 - Restructuring, Exit and Related Charges to our consolidated financial statements included elsewhere in this Form 10-Q).

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Depreciation and Amortization

For the three months ended March 31, 2026, depreciation and amortization increased by $20 million, or 48%, primarily due to incremental depreciation resulting from consolidation of businesses acquired in the prior year and an increase in amortization of capitalized software.

Interest Expense

For the three months ended March 31, 2026, interest expense increased by $3 million, or 8%, primarily due to debt repricing costs in January 2026 charged to consolidated statements of operations as the transaction was generally considered modification of debt. Further, during the three months ended March 31, 2025, we benefited from recycling of gains on terminated interest rate swap contracts, included within accumulated other comprehensive loss, that had previously lowered interest expenses. However, unfavorable impact resulting from loss of this benefit in 2026 was partially offset by lower fixed rate interest margins from refinancing term loans in January 2026 and reduced variable interest rates on portion of unhedged debt.

Loss on Early Extinguishment of Debt

During the three months ended March 31, 2025, we recognized a loss on early extinguishment of debt of $2 million arising from repricing of term loans under our senior secured credit agreement in February 2025.

Fair Value Movement on Earnout Derivative Liabilities

During the three months ended March 31, 2026, the fair value movement of our derivative liabilities related to our earnout shares resulted in a credit of $31 million to our consolidated statements of operations compared to a credit of $74 million during the three months ended March 31, 2025. The decrease in fair value of earnout derivative liability during the three months ended March 31, 2026 was mainly driven by the decrease in our stock price and reduction in remaining expected term of the earnout shares as of March 31, 2026.

Other Income (Loss), Net

For the three months ended March 31, 2026, other income (loss), net, increased by $12 million primarily due to favorable foreign exchange movements.

Benefit (Provision) for Income Taxes

For the three months ended March 31, 2026 and 2025, we had income tax benefit (expense) of $42 million and $(21) million, respectively, and our effective tax rate was 349.0% and (21.7%), respectively. Our effective tax rate for the three months ended March 31, 2026 was significantly different than the U.S. federal statutory corporate income tax rate of 21% due to a $32 million valuation allowance release in Germany, the non-taxable gain on the fair value movement on the earnout shares derivative liability, offset by the tax impact of non-deductible expenses. The impact of these items had a greater impact on the effective tax rate due to low pre-tax income. For the three months ended March 31, 2025, our effective tax rate was broadly in line with the U.S. federal statutory corporate income tax rate of 21% with the tax impact of non-deductible expenses offset by the non-taxable gain on the fair value change in the earnout shares derivative liability during the period.

Liquidity and Capital Resources

We maintain a level of liquidity sufficient to allow us to meet our cash needs in the short term. Over the long term, we manage our cash and capital structure with an intention to maintain our financial condition and flexibility for future strategic initiatives. Our principal sources of liquidity are typically cash flows generated from operations, cash available under the credit facilities as well as cash and cash equivalent balances on hand. As of March 31, 2026 and December 31, 2025, our cash and cash equivalent balances were $442 million and $434 million, respectively. During the three months ended March 31, 2026 and 2025, our net cash (used in) from operating activities was $(15) million and $53 million, respectively, and our Free Cash Flow was $(52) million and $26 million, respectively (See “— Free Cash Flow” for additional information about this non-GAAP measure and a reconciliation to the most directly comparable financial measure calculated in accordance with GAAP). As of March 31, 2026, our Revolving Credit Facility of $360 million

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under the Amended Credit Agreement remained fully undrawn; however, our full utilization of the $360 million of available commitments thereunder may be effectively limited with the leverage-based financial covenant requirements.

We believe our liquidity is important given our limited ability to predict future financial performance due to the uncertainties of a potential economic slowdown on account of prevailing macro-economic conditions. We continue to take measures to improve our liquidity. Such measures include cost savings initiatives involving productivity-related actions, such as process improvements, location optimizations, voluntary and involuntary redundancies, as well as reductions in vendor costs. These cost savings reflect the benefits of actions taken in 2026 and in the prior year. Further, from time to time, we have entered into several financial transactions, including debt financing, refinancing and repricing transactions designed to reduce costs and improve liquidity. We continue to explore other capital market transactions, process rationalizations and cost reduction measures to improve our liquidity position.

Based on our current operating plan, existing cash and cash equivalents, increase in business volume trends, mitigation measures taken or planned to strengthen our liquidity and financial position, along with our revolving credit funding capacity under the Amended Credit Agreement and cash flows from operations, we believe we have adequate liquidity to meet the future operating, investing and financing needs of the business for a foreseeable future. Although we believe that we will have a sufficient level of cash and cash equivalents to cover our working capital needs in the ordinary course of business and to continue to expand our business, we may, from time to time, explore additional financing sources to lower our cost of capital, which could include equity, equity-linked and debt financing. In addition, from time to time, we may evaluate acquisitions and other strategic opportunities or undertake transactions to increase shareholder value. If we elect to pursue any such investments or transactions, we may fund them with internally generated funds, bank financing, the issuance of other debt or equity or a combination thereof. There is no assurance that such funding would be available to us on acceptable terms or at all.

Cash Flows

The following table summarizes our cash flows for the periods indicated:


	Three months ended March 31,				Change increase/(decrease)
(in $ millions)	2026		2025		$
Net cash (used in) from operating activities	$	(15)	$	53	$	(68)
Net cash used in investing activities	$	(27)	(18)		(9)
Net cash from (used in) financing activities	$	49	(25)		74
Effect of exchange rate changes on cash, cash equivalents and restricted cash	$	(6)	6		(12)
Net increase in cash, cash equivalents and restricted cash	$	1	$	16	$	(15)

Cash Flows for the Three Months Ended March 31, 2026 Compared to the Three Months Ended March 31, 2025

As of March 31, 2026, we had $480 million of cash, cash equivalents and restricted cash, a marginal increase of $1 million compared to December 31, 2025. The following discussion summarizes changes to our cash flows from operating, investing and financing activities for the three months ended March 31, 2026 compared to the three months ended March 31, 2025.

Operating Activities

During the three months ended March 31, 2026, net cash (used in) from operating activities decreased by $68 million due to (i) $37 million of cash outflows resulting primarily from movement in working capital and (ii) $31 million of cash inflows during the three months ended March 31, 2025 that resulted from termination of interest rate swap contracts.

Investing Activities

During the three months ended March 31, 2026, cash used in investing activities increased by $9 million primarily due to (i) a $10 million increase in cash outflows related to purchase of property and equipment and (ii) $9 million of proceeds received from foreign exchange contract derivatives that economically hedged certain foreign currency intercompany

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balances in 2025 partially offset by (iii) $10 million of cash received on finalization of working capital adjustments and settlement of amount in escrow account related to the CWT acquisition.

Financing Activities

During the three months ended March 31, 2026, net cash from financing activities increased by $74 million primarily due to (i) a $100 million increase in net inflow of principal amount of term loans under the Amended Credit Agreement and (ii) a $10 million decrease in cash paid for income taxes withheld upon vesting of equity awards, partially offset by (iii) a $37 million increase in cash paid for repurchase of our common shares.

Free Cash Flow

We define Free Cash Flow as net cash from (used in) operating activities, less cash used for additions to property and equipment.

We believe Free Cash Flow is an important measure of our liquidity. This measure is a useful indicator of our ability to generate cash to meet our liquidity demands. We use this measure to conduct and evaluate our operating liquidity. We believe it typically presents an alternate measure of cash flow since purchases of property and equipment are a necessary component of our ongoing operations and it provides useful information regarding how cash provided by operating activities compares to the property and equipment investments required to maintain and grow our platform. We believe Free Cash Flow provides investors with an understanding of how assets are performing and measures management’s effectiveness in managing cash.

Free Cash Flow is a non-GAAP measure and may not be comparable to similarly named measures used by other companies. This measure has limitations in that it does not represent the total increase or decrease in the cash balance for the period, nor does it represent cash flow for discretionary expenditures. This measure should not be considered as a measure of liquidity or cash flow from operations as determined under GAAP. This measure is not a measurement of our financial performance under GAAP and should not be considered in isolation or as an alternative to net income (loss) or any other performance measures derived in accordance with GAAP or as an alternative to cash flow from operating activities as a measure of liquidity.

Set forth below is a reconciliation of net cash (used in) from operating activities to Free Cash Flow.


	Three months ended March 31,				Change increase/(decrease)
(in $ millions)	2026		2025
Net cash (used in) from operating activities	$	(15)	$	53	$	(68)
Less: Purchase of property and equipment	(37)		(27)		(10)
Free Cash Flow	$	(52)	$	26	$	(78)

During the three months ended March 31, 2026, our Free Cash Flow decreased by $78 million due to a $68 million decrease in net cash (used in) from operating activities as discussed above and an increase of $10 million of cash outflows related to purchases of property and equipment.

Net Debt

We define Net Debt as total debt outstanding consisting of the current and non-current portion of long-term debt, net of unamortized debt discount and unamortized debt issuance costs, minus cash and cash equivalents. Net Debt is a non-GAAP measure and may not be comparable to similarly named measures used by other companies. This measure is not a measurement of our indebtedness as determined under GAAP and should not be considered in isolation or as an alternative to assess our total debt or any other measures derived in accordance with GAAP or as an alternative to total debt. Management uses Net Debt to review our overall liquidity, financial flexibility, capital structure and leverage. Further, we

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believe that certain debt rating agencies, creditors and credit analysts monitor our Net Debt as part of their assessment of our business.

The following table summarizes our Net Debt position as of March 31, 2026 and December 31, 2025:


(in $ millions)	March 31, 2026		December 31, 2025
Current portion of long-term debt	$	62	$	58
Long-term debt, net of unamortized debt discount and debt issuance costs	1,455		1,360
Total debt, net of unamortized debt discount and debt issuance costs	1,517		1,418
Less: Cash and cash equivalents	(442)		(434)
Net Debt	$	1,075	$	984

As of March 31, 2026, our Net Debt is higher by $91 million compared to Net Debt as of December 31, 2025, due to $99 million of net increase in long-term debt resulting from additional $100 million of principal amount of term loans borrowed in January 2026 (see note 7 - Long-term Debt to our consolidated financial statements included elsewhere in this Form 10-Q), partially offset by $8 million of increase in cash and cash equivalents balance.

Debt Covenants

The Amended Credit Agreement contains customary restrictive financial and operating covenants (see note 7 - Long-term Debt to our consolidated financial statements included elsewhere in this Form 10-Q).

As of March 31, 2026, we were in compliance with all applicable covenants under the Amended Credit Agreement.

Debt Ratings

There has been no change to our credit ratings during the three months ended March 31, 2026.

Share Repurchase Program

During the three months ended March 31, 2026, we repurchased 6 million shares for $38 million (see Part II, Item 2. Unregistered Sales of Equity Securities and Use of Proceeds for further details).

Contractual Obligations and Commitments

On January 21, 2026, we entered into an amendment (“Amendment No. 2”) to our A&R Credit Agreement to reprice our then outstanding Term B-1 Loans and provide for an incremental term loan facility (see note 7 -Long-term Debt to our consolidated financial statements included elsewhere in this Form 10-Q). This transaction increased principal amount of our term loan borrowings by $100 million and reduced our fixed rate margins on all outstanding SOFR-based term loans by 50 basis points. The decrease to our annual cash interest payments resulting from decrease in margin is largely offset by higher interest resulting from increased principal amount of term loan borrowings.

Except for above, there has been no material change to our contractual obligations and commitments as compared to those disclosed in our Annual Report on Form 10-K.

Critical Accounting Policies and Estimates

Our consolidated financial statements and the related notes included in this Form 10-Q are prepared in accordance with GAAP. The preparation of consolidated financial statements also requires us to make estimates and assumptions that affect the reported amounts of assets, liabilities, revenue, costs and expenses and related disclosures. We base our estimates on historical experience and on various other assumptions that we believe to be reasonable under the circumstances. There are certain critical estimates that we believe require significant judgment in the preparation of our consolidated financial statements. We consider an accounting estimate to be critical if: (i) it requires us to make an assumption because information was not available at the time or it included matters that were highly uncertain at the time we were making the estimate; and (ii) changes in the estimate or different estimates that we could have selected may have had a material impact

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on our financial condition or results of operations. Actual results could differ significantly from our estimates. To the extent that there are differences between our estimates and actual results, our future financial statement presentation, financial condition, results of operations and cash flows will be affected.

For the three months ended March 31, 2026, there were no material changes to our critical accounting policies and estimates presented in our Annual Report on Form 10-K. For additional information about our critical accounting policies and estimates, see Part II, Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations— Critical Accounting Policies and Estimates in our Annual Report on Form 10-K.

Recent Accounting Pronouncements

For information on recently issued accounting pronouncements, adopted and not yet adopted by us, see note 2 - Recently Issued Accounting Pronouncements to our consolidated financial statements included in this Form 10-Q.

ITEM 3. Quantitative and Qualitative Disclosures About Market Risk

We are exposed to market risks in the ordinary course of our business, which primarily relate to fluctuations in interest rates and foreign currency exchange rates. We manage our exposure to (i) interest rate risk by entering into derivative financial instruments for a portion of principal amount of our debt and (ii) foreign currency exchange rates risk by entering into derivative financial instruments to hedge, in part, fluctuations in foreign currency exchange rates and through internally established policies and procedures. The objective of our policies is to mitigate potential income statement, cash flow, and fair value exposures resulting from possible future adverse fluctuations in rates. We do not engage in trading, market making or other speculative activities in the derivatives markets to manage these risks.

There were no material changes in either our market risks or our mitigating strategies during the three months ended March 31, 2026 from the information provided in Part II, Item 7A. Quantitative and Qualitative Disclosures About Market Risk in our Annual Report on Form 10-K.

ITEM 4. Controls and Procedures

Evaluation of disclosure controls and procedures

We maintain disclosure controls and procedures that are designed to provide reasonable assurance that information required to be disclosed in our reports filed or submitted under the Securities Exchange Act of 1934, as amended (the "Exchange Act") is recorded, processed, summarized and reported within the time periods specified in the SEC’s rules and forms and that such information is accumulated and communicated to our management, including our principal executive officer and principal financial officer, as appropriate, to allow for timely decisions regarding required disclosure.

As required by Rule 13a-15(b) under the Exchange Act, our management, with the participation of our principal executive officer and principal financial officer, evaluated the effectiveness of the design and operation of our disclosure controls and procedures (as defined in Rule 13a-15(e) and 15d-15(e) under the Exchange Act) as of the end of the period covered by this report. Based on such evaluation, management has concluded that as of such date our disclosure controls and procedures were effective.

Changes in internal control over financial reporting

There were no changes to our internal control over financial reporting (as defined in Rule 13a-15(f) and 15d-15(f) under the Exchange Act) that occurred during the period covered by this report that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.

Limitation on Controls

Management does not expect that our disclosure controls and procedures or our internal control over financial reporting will prevent or detect all errors and fraud due to inherent limitations of internal control. Any control system, no matter how well designed and operated, is based upon certain assumptions and can provide only reasonable, not absolute, assurance that its objectives will be met. Further, no evaluation of controls can provide absolute assurance that misstatements due to error or fraud will not occur or that all control issues and instances of fraud, if any, within the Company have been detected.

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PART II. OTHER INFORMATION.

ITEM 1. Legal Proceedings

We are involved in litigation and other proceedings that arise in the ordinary course of our business. Management believes that we do not have any pending litigation that, separately or in the aggregate, would have a material adverse effect on our results of operations, financial condition or cash flows.

ITEM 1A. Risk Factors

For the three months ended March 31, 2026, there were no material changes to the risk factors that were presented in our Annual Report on Form 10-K under Part I, Item IA. Risk Factors,other than as reflected in the risk factors below. For further discussion on our risk factors, which could materially affect our business, financial condition and/or results of operations, refer to the section titled Risk Factors in our Annual Report on Form 10-K. These are not the only risks facing the Company. Additional risks and uncertainties not currently known to us or that we currently deem to be immaterial also may materially adversely affect our business, financial condition and/or results of operations.

We may not complete the proposed Merger within the time frame we anticipate or at all.

The completion of the proposed Merger is subject to a number of conditions, including regulatory approvals, approval of the Merger Agreement by the affirmative vote of the holder of a majority of the outstanding shares entitled to vote thereon and the absence of any law or order prohibiting the transaction. The failure to satisfy all of the required conditions could delay the completion of the Merger for a significant period of time or prevent it from occurring at all. In addition, the terms and conditions of the required regulatory authorizations and consents for the Merger that are granted, if any, may impose requirements, limitations or costs or place restrictions on the conduct of business after the transaction or materially delay the completion of the Merger. A delay in completing the Merger could cause us to realize some or all of the benefits later than we otherwise expect to realize them if the Merger is successfully completed within the anticipated timeframe. This delay could result in additional transaction costs or in other negative effects associated with uncertainty about completion of the Merger.

The proposed Merger may cause our financial results to differ from our expectations or the expectations of the investment community, we may not achieve the anticipated benefits of the Merger, and the Merger may disrupt our current plans or operations.

Uncertainty about the effect of the Merger on employees, customers, suppliers and other stakeholders may have an adverse effect on our business. For example, current and prospective employees may experience uncertainty about their roles following the Merger, which could lead to attrition or difficulty in recruiting. In addition, customers and suppliers may delay or defer decisions, which could have a material adverse effect on our business,results of operations, financial condition and cash flows. Contractual restrictions under the Merger Agreement that require us to operate our business in the ordinary course and limit us from taking certain actions without Parent’s consent may also limit our ability to respond to changing market conditions, pursue new opportunities or take other actions that might be beneficial to our business, which in turn could have a material adverse effect on our business, results of operations, financial condition and cash flows.

Litigation relating to the Merger could result in significant costs and delay completion.

We may be subject to lawsuits related to the Merger Agreement and the proposed transaction. Such litigation could result in significant costs, divert management attention and delay or prevent the completion of the Merger.

If the Merger is completed, our stockholders will forgo the opportunity to realize potential future appreciation in our stock.

Upon completion of the Merger, our stockholders will receive the consideration specified in the Merger Agreement and will no longer participate in any future growth or appreciation of our business.

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ITEM 2. Unregistered Sales of Equity Securities and Use of Proceeds

Below is a summary of $38 million of our Class A common stock repurchased by us during the quarter ended March 31, 2026, presented by month:


Period	Total Number of Shares Purchased	Average Price Paid Per Share	Total Number of Shares Purchased as Part of Publicly Announced Plans or Programs(1)	Approximate Dollar Value of Shares that May Yet be Purchased Under the Plans or Programs
January 1, 2026 – January 31, 2026 (2)	2,878,602	$7.19	2,878,602	$506,207,115
February 1, 2026 – February 28, 2026	1,411,294	$5.52	1,411,294	$498,417,831
March 1, 2026 – March 31, 2026	1,626,181	$5.54	1,626,181	$489,408,532
Total	5,916,077		5,916,077

(1) On November 5, 2024, we announced that our Board of Directors authorized our management to repurchase shares of our Class A common stock through December 31, 2027 in an amount not to exceed $300 million. On February 17, 2026, we announced that our Board of Directors authorized an increase of this amount to $600 million. The share repurchase program may be suspended, modified or discontinued at any time, and we have no obligation to repurchase any amount of our Class A common stock under the program.

(2) Pursuant to a share repurchase agreement, we repurchased 1.8 million shares of Class A common stock from a shareholder in a privately negotiated transaction. The shares repurchased are held as treasury shares.

ITEM 3. Defaults Upon Senior Securities

None.

ITEM 4. Mine Safety Disclosures

Not applicable.

ITEM 5. Other Information

During the three months ended March 31, 2026, none of the Company's directors or officers (as defined in Rule 16a-1(f) of the Exchange Act) adopted, modified or terminated any "Rule 10b5-1 trading arrangement" or "non-Rule 10b5-1 trading arrangement" (in each case, as defined in Item 408(a) of Regulation S-K).

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ITEM 6. Exhibits


Exhibit Number						Description

2.1#						Agreement and Plan of Merger, dated as of May 2, 2026, by and among Global Business Travel Group, Inc., Gaia Purchaser, Inc. and Gaia Merger Sub, Inc. (incorporated by reference to Exhibit 2.1 of the Company’s Current Report on Form 8-K, filed with the SEC on May 4, 2026)
10.1#						Amendment No. 2, dated as of January 21, 2026, by and among Global Business Travel Group Inc., GBT US III LLC, the other loan parties party thereto, the lenders party thereto and Morgan Stanley Senior Funding, Inc., as administrative agent and as collateral agent (incorporated by reference to Exhibit 10.1 of the Company’s Current Report on Form 8-K, filed with the SEC on January 22, 2026)
10.2						Form of Voting Agreement by and among Gaia Purchaser, Inc., Gaia Merger Sub, Inc., Global Business Travel Group, Inc. and certain stockholders of Global Business Travel Group, Inc. (incorporated by reference to Exhibit 10.1 of the Company’s Current Report on Form 8-K, filed with the SEC on May 4, 2026)
31.1*						Certification of the Principal Executive Officer pursuant to Rules 13a-14(a) and 15d-14(a) under the Securities Exchange Act of 1934, as amended
31.2*						Certification of the Principal Financial Officer pursuant to Rules 13a-14(a) and 15d-14(a) under the Securities Exchange Act of 1934, as amended
32.1**						Certification of the Principal Executive Officer pursuant to Section 906 of the Sarbanes-Oxley Act of 2002
32.2**						Certification of the Principal Financial Officer pursuant to Section 906 of the Sarbanes-Oxley Act of 2002
101.INS*						XBRL Instance Document - the instance document does not appear in the Interactive Data File because its XBRL tags are embedded within the Inline XBRL document.
101.SCH*						XBRL Taxonomy Extension Schema Document
101.CAL*						XBRL Taxonomy Extension Calculation Linkbase Document
101.DEF*						XBRL Taxonomy Extension Definition Linkbase Document
101.LAB*						XBRL Taxonomy Extension Labels Linkbase Document
101.PRE*						XBRL Taxonomy Extension Presentation Linkbase Document
104*						Cover Page Interactive Data File (embedded within the Inline XBRL document)

_____________________________________________________________

*Filed herewith

**Furnished herewith

# Certain exhibits or schedules to this Exhibit have been omitted in accordance with Regulation S-K Item 601.

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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 thereunto duly authorized.


		Global Business Travel Group, Inc.

Date: May 11, 2026	By:	/s/ Paul Abbott
		Paul Abbott
		Chief Executive Officer (Principal Executive Officer)

Date: May 11, 2026	By:	/s/ Karen Williams
		Karen Williams
		Chief Financial Officer (Principal Financial Officer)