Global Business Travel Group Completes Acquisition

TL;DR

GBTG just closed an acquisition, filed an 8-K. Big moves happening.

AI Summary

Global Business Travel Group, Inc. announced on September 2, 2025, the completion of an acquisition, effective August 28, 2025. The filing also disclosed unregistered sales of equity securities and provided Regulation FD disclosures. Financial statements and exhibits related to these events are included.

Why It Matters

This filing signals a significant corporate action, potentially impacting the company's market position and future financial performance through the integration of acquired assets or entities.

Risk Assessment

Risk Level: medium — Acquisitions inherently carry integration risks, potential financial strain, and market uncertainty, warranting a medium risk assessment.

Key Players & Entities

• Global Business Travel Group, Inc. (company) — Registrant
• August 28, 2025 (date) — Effective date of acquisition
• September 2, 2025 (date) — Date of report
• Delaware (jurisdiction) — State of incorporation
• 001-39576 (company_id) — SEC File Number
• 98-0598290 (company_id) — I.R.S. Employer Identification No.
• 666 Third Avenue (address) — Business address

FAQ

Key Financial Figures

• $0.0001 — ed Class A common stock, par value of $0.0001 per share GBTG The New York Stock E
• $13,660,000 — reased the amount of Debt-Like Items by $13,660,000, thereby reducing the Estimated Purchas
• $7.50 — the Business Restructuring, divided by $7.50; provided that if any such claims are p
• $20,000,000 — nt in cash equal to the amount by which $20,000,000 exceeds fifty percent (50%) of certain
• $160.19 — mmon Stock to CWT's equityholders, paid $160.19 to CWT's equityholders in lieu of fract
• $15,000,000 — ional shares of Common Stock, delivered $15,000,000 to an escrow agent as security for cert
• $50,000 — h in the Merger Agreement and delivered $50,000 to the Member Representative Account to

Filing Documents

• tm2524670d1_8k.htm (8-K) — 48KB
• tm2524670d1_ex2-1.htm (EX-2.1) — 44KB
• tm2524670d1_ex2-2.htm (EX-2.2) — 123KB
• tm2524670d1_ex99-1.htm (EX-99.1) — 15KB
• tm2524670d1_ex99-1img001.jpg (GRAPHIC) — 16KB
• 0001104659-25-086098.txt ( ) — 465KB
• gbtg-20250828.xsd (EX-101.SCH) — 3KB
• gbtg-20250828_lab.xml (EX-101.LAB) — 33KB
• gbtg-20250828_pre.xml (EX-101.PRE) — 22KB
• tm2524670d1_8k_htm.xml (XML) — 4KB

01. Entry into a Material Definitive Agreement

Item 1.01. Entry into a Material Definitive Agreement. On August 28, 2025, Global Business Travel Group, Inc. a Delaware corporation (the " Company "), entered into Amendment No. 5 to Agreement and Plan of Merger (" Amendment No. 5 to the Merger Agreement ") with CWT Holdings, LLC, a Delaware limited liability company (" CWT "), Cape Merger Sub I LLC, a Delaware limited liability company (" Merger Sub I "), Cape Merger Sub II LLC, a Delaware limited liability company (" Merger Sub II " and together with Merger Sub I, the " Merger Subs ") and Redwood Drawdown Partners III, LLC, solely in its capacity as the representative of the equityholders of CWT (the " Member Representative " and together with the Company, CWT and the Merger Subs, the " Parties "). As previously announced, on March 24, 2024, the Parties entered into an Agreement and Plan of Merger (as amended on January 17, 2025, March 17, 2025, March 20, 2025 and March 21, 2025, and as further amended, the " Merger Agreement "), pursuant to which, among other things, (i) Merger Sub I will merge with and into CWT (the " First Merger ") with CWT surviving the First Merger as an indirect subsidiary of the Company (the " First Merger Surviving Company ") and (ii) the First Merger Surviving Company will merge with and into Merger Sub II (the " Second Merger " and, together with the First Merger, the " Mergers ") with Merger Sub II surviving the Second Merger as an indirect subsidiary of the Company. Capitalized terms used and not otherwise defined herein shall have the respective meanings ascribed to them in the Merger Agreement. Pursuant to Amendment No. 5 to the Merger Agreement, the Parties (i) agreed that the Company would hold back 400,000 shares (the " Holdback Shares ") of Class A common stock, par value $0.0001 per share (" Common Stock ") that would otherwise be released to CWT's equityholders at the closing of the Mergers (the " Closing ") and (ii) increased the amount of Debt-Like Items by $13,660,000,

01. Completion of Acquisition or Disposition of Assets

Item 2.01. Completion of Acquisition or Disposition of Assets. The information set forth in Item 1.01 above is hereby incorporated by reference in its entirety into this Item 2.01. On September 2, 2025, the Company and the Seller completed the previously announced acquisition of CWT in accordance with the terms of the Merger Agreement. At the Closing, pursuant to the terms of the Merger Agreement, the Company issued an aggregate 50,357,742 shares of Common Stock to CWT's equityholders, paid $160.19 to CWT's equityholders in lieu of fractional shares of Common Stock, delivered $15,000,000 to an escrow agent as security for certain purchase price adjustments set forth in the Merger Agreement and delivered $50,000 to the Member Representative Account to be used for the purposes of paying or reimbursing the Member Representative for any third-party expenses incurred by the Member Representative pursuant to the Merger Agreement. In addition, as described in Item 1.01 above, the Company held back the Holdback Shares.

02 Unregistered Sale of Equity Securities

Item 3.02 Unregistered Sale of Equity Securities. On the Closing Date, the Company issued 50,357,742 shares of Common Stock as merger consideration for the acquisition of CWT. In addition, as described in Item 1.01 above, the Company held back the Holdback Shares. The offer and sale of the shares of Common Stock pursuant to the Merger Agreement was made in reliance upon an exemption from registration under the Securities Act, pursuant to Section 4(a)(2) thereof.

01. Regulation FD Disclosure

Item 7.01. Regulation FD Disclosure. On September 2, 2025, the Company issued a press release announcing the completion of the acquisition of CWT. A copy of the press release is furnished herewith as Exhibit 99.1. The information in this Item 7.01 is being furnished and shall not be deemed "filed" for the purposes of Section 18 of the Securities Exchange Act of 1934, as amended, or otherwise subject to the liabilities of that Section. The information in this Item 7.01 shall not be incorporated by reference into any registration statement or other document pursuant to the Securities Act of 1933, as amended. Cautionary Statement Regarding Forward-Looking This communication contains statements that are forward-looking and as such are not historical facts. This includes, without limitation, statements regarding our current expectations or forecasts of future events. These statements constitute projections, forecasts and forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995. 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 communication 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, including as a result of the transaction, 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

01. Financial Statements and Exhibits

Item 9.01. Financial Statements and Exhibits. (a) The required financial statements of CWT will be filed by amendment to this Current Report on Form 8-K no later than 71 calendar days after the date that this Current Report on Form 8-K relating to the event described in Item 2.01 is required to be filed. (b) The required pro forma financial information will be filed by amendment to this Current Report on Form 8-K no later than 71 calendar days after the date that this Current Report on Form 8-K relating to the event described in Item 2.01 is required to be filed. (c) Not applicable. (d) Exhibits. Exhibit Number Description 2.1 Amendment No. 5 to Agreement and Plan of Merger, dated as of August 28, 2025, by and among Global Business Travel Group Inc., Cape Merger Sub I LLC, Cape Merger Sub II LLC, CWT Holdings, LLC and Redwood Drawdown Partners III, LLC, as Member Representative.* 2.2 Registration Rights Agreement, dated as of September 2, 2025, by and among Global Business Travel Group Inc. and certain equityholders of the Company as set forth on Schedule A thereto.* 99.1 Press Release of Global Business Travel Group Inc., dated as of September 2, 2025 104 Cover Page Interactive Data File (embedded within the Inline XBRL document). * The exhibits and schedules to this Exhibit have been omitted in accordance with Regulation S-K Item 601(a)(5) and Item 601(b)(2). The Company agrees to furnish supplementally a copy of such exhibits and schedules, or any section thereof, to the SEC upon its request.

SIGNATURES

SIGNATURES Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized. Global Business Travel Group, Inc. By: /s/ Eric J. Bock Name: Eric J. Bock Title: Chief Legal Officer, Global Head of M&A and Compliance and Corporate Secretary Date: September 2, 2025