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Global Business Travel Group, Inc.

For the period ended Mar 31, 2026. Filed May 11, 2026.

View on SEC.gov

About this filing

A company's report for each of its first three quarters. The financial statements are not audited. It shows how the business has moved since the last annual report, and what management says changed.

Mar 31, 2026 · Filed May 11, 2026

GBTG$9.500.0%Stored close · as of Sep 28, 2026

What changed in Management’s Discussion and Analysis?

Read the current filing

Previous report: 10-Q

Period ended 2025-09-30; filed 2025-11-10.

0001628280-25-050787

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

Current report: 10-Q

Period ended 2026-03-31; filed 2026-05-11.

0001628280-26-033155

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

The baseline is this issuer’s latest earlier reporting period of the same form that was filed before the current report. A previous 10-Q is a different quarter, not a year-over-year comparison. Amendments are excluded.

Compared 196 previous paragraphs and 167 current paragraphs.

98 unchanged; 36 reworded; 32 added; 54 removed; 8 previous and 1 current paragraphs rearranged.

Tables are not compared: 18 previous and 13 current tables excluded. Dates, whitespace, punctuation and numbering changes are ignored; changes to financial figures remain significant.

A changed paragraph is not evidence that risk increased or decreased. An unchanged paragraph does not establish that risk stayed the same.

Added paragraphs (32)

Current report

•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;

Current report

•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;

Current report

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

Current report

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

Current report

•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;

Current report

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

Current report

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.

Current report

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.

Current report

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.

Current report

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.

Current report

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.

Current report

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.

Current report

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.

Current report

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.

Current report

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.

Current report

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.

Current report

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.

Current report

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.

Current report

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

Current report

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.

Current report

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.

Current report

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.

Current report

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.

Current report

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.

Current report

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

Current report

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.
Removed paragraphs (54)

Previous report

•the impact of the federal government shutdown that began in October 2025;

Previous report

We operate American Express Global Business Travel, a leading software and services company for travel, expense and meetings & events. We have built one of the most valuable marketplaces in travel with comprehensive and competitive content. We offer a choice of software solutions for customers to access the Amex GBT marketplace, backed up by global teams for 24/7 support in over 140 countries.

Previous report

•The Amex GBT marketplace is our proprietary capability to provide travel suppliers with efficient access to business travel clients serviced by our diverse portfolio of leading travel management solutions and Network Partners (defined below). We believe this access allows travel suppliers to benefit from premium demand (which we generally view as demand that is differentially valuable and profitable to suppliers) without incurring the costs associated with directly marketing to, and servicing the diverse requirements of, our business clients. Our travel supplier relationships generate efficiencies and cost savings that can be passed on to our business clients, delivering access to extensive and competitive content including unique negotiated content.

Previous report

•Our award-winning client facing travel and expense solutions are built to deliver business value through optimized user experiences across business travel and are comprised of Egencia, Neo1, Neo, Select, and Ovation. These solutions are accessible over web and mobile interfaces, powered by our data management infrastructure and built by our dedicated product engineering team who is committed to driving technical innovation across the business travel industry.

Previous report

•GBT Partner Solutions is our program whereby we extend our platform to third-party travel management companies and independent advisors (collectively, "Network Partners"), by offering them access to our differentiated content and technology, global servicing capabilities and access to our leading content marketplace ("GBT Partner Solutions"). Through GBT Partner Solutions, we aggregate business travel demand serviced by our Network Partners at low incremental cost, which we believe enhances the economics of our platform, generates increased return on investment and expands our geographic and segment footprint.

Previous report

On September 2, 2025, we completed the acquisition of CWT in accordance with terms of the Merger Agreement (see note 3 - Business Acquisitionto our consolidated financial statements included elsewhere in this Form 10-Q).

Previous report

While transactions grew during the nine months ended September 30, 2025, macro-economic and political uncertainties such as U.S. tariffs, risk of recession, inflationary pressures, currency fluctuations, stock market volatility and geopolitical conflicts, have contributed to an increasingly complex business environment and uncertainty in business trends. Our future operational results may be subject to volatility, particularly in the short-term, due to the impact of the aforementioned trends.

Previous report

Our consolidated financial statements for the three and nine months ended September 30, 2025 include the results of the CWT acquisition from the closing date of the transaction.

Previous report

Travel Revenue increased by $50 million or 10% due to $42 million of incremental revenue resulting from the CWT acquisition and $8 million due to an increase in Transaction Growth and increase in TTV, including $5 million of favorable foreign exchange impact.

Previous report

For the three months ended September 30, 2025, technology and content costs increased by $18 million, or 15%, due to (i) $10 million of incremental expenses resulting from the CWT acquisition, (ii) a $6 million increase in expenses to support growth plans in hotel acceleration and small and medium enterprise customer base, (iii) a $2 million increase related to employee merit increases and (iv) a $2 million increase due to unfavorable foreign exchange impact, partially offset by (v) a $2 million reduction in expenses due to cost savings initiatives.

Previous report

For the three months ended September 30, 2025, depreciation and amortization increased by $6 million, or 17%, primarily resulting from the CWT acquisition.

Previous report

For the three months ended September 30, 2025, interest expense decreased by $4 million or 13%. The fixed rate margins were generally lower during the three months ended September 30, 2025 compared to three months ended September 30, 2024 due to refinancing of term loans in July 2024 and a further repricing of term loans in February 2025 (see note 8- Long-term Debt). The reduction in variable interest rates further reduced our interest expense in respect of a portion of debt not covered by interest rate swaps hedges.

Previous report

Nine Months Ended September 30, 2025 Compared to Nine Months Ended September 30, 2024

Previous report

For the nine months ended September 30, 2025, our total revenue increased by $94 million, or 5%, due to an increase in both Travel Revenue and Product and Professional Services Revenue. The increase in total revenue was driven by $57 million of incremental revenue resulting from the CWT acquisition and a $37 million from Transaction Growth and increase in TTV, including a $10 million favorable foreign exchange impact. Additionally, there was a decline in yield during the period due to the intentional continued shift to digital transactions and the fixed components of our revenue. Yield is calculated as total revenue divided by TTV for the same period.

Previous report

Travel Revenue increased by $58 million, or 4%, due to (i) $42 million of incremental revenue resulting from the CWT acquisition and $16 million due to Transaction Growth and increase in TTV growth including $5 million of favorable foreign exchange impact.

Previous report

Product and Professional Services Revenue increased by $36 million, or 10%, due to $15 million of incremental revenue resulting from the CWT acquisition, a $13 million increase in other professional services revenue including $5 million of favorable foreign exchange impact and an $8 million increase in management fees.

Previous report

For the nine months ended September 30, 2025, cost of revenue (excluding depreciation and amortization) increased by $14 million, or 2%, primarily due to (i) $30 million of incremental expenses resulting from the CWT acquisition, (ii) $16 million related to employee merit increases and (iii) $5 million increase due to unfavorable foreign exchange impact, partially offset by (iv) $36 million productivity improvements primarily driven by reduction in expenses due to cost savings initiatives.

Previous report

For the nine months ended September 30, 2025, sales and marketing expenses increased by $25 million, or 8%, primarily due to (i) a $13 million increase related to higher employee headcount and merit increases, (ii) a $9 million increase in costs to manage volume and support growth plans in hotel acceleration and small and medium enterprise customer base, (iii) $6 million of incremental expenses resulting from the CWT acquisition, (iv) a $4 million increase mainly due to professional services vendor spend, (v) $3 million increase due to unfavorable foreign exchange impact, partially offset by (vi) a $13 million reduction in expenses primarily due to cost savings initiatives.

Previous report

For the nine months ended September 30, 2025, technology and content costs increased by $38 million, or 11%, primarily due to (i) a $17 million increase related to higher employee headcount and merit increases and (ii) a $15 million increase to support growth plans in hotel acceleration and small and medium enterprise customer base, (iii) $10 million of incremental expenses resulting from the CWT acquisition, and (iv) a $4 million increase due to unfavorable foreign exchange impact, partially offset by (v) a $9 million reduction in expenses due to cost savings initiatives.

Previous report

For the nine months ended September 30, 2025, general and administrative expenses decreased by $28 million, or 12%, primarily due to (i) a $16 million decrease in head office costs and other corporate expenses, (ii) a $10 million decrease resulting from cost saving initiatives, (iii) $8 million decrease in integration costs, and (iv) a $3 million decrease in mergers and acquisitions costs, partially offset by (v) $8 million of incremental expenses resulting from the CWT acquisition.

Previous report

For the nine months ended September 30, 2025, depreciation and amortization decreased $6 million, or 4%, primarily due to certain intangible assets that were fully amortized during 2024, partially offset by incremental depreciation resulting from the CWT acquisition and accelerated amortization of leasehold improvements.

Previous report

For the nine months ended September 30, 2025, interest expense decreased by $22 million or 23%. The fixed rate margins were generally lower during the nine months ended September 30, 2025 compared to nine months ended September 30, 2024 due to refinancing of term loans in July 2024. Subsequently, in February 2025, we repriced our term loans that lowered the fixed rate margins further (see note 8- Long-term Debt). The reduction in variable interest rates further reduced our interest expense in respect of a portion of debt not covered by interest rate swaps hedges.

Previous report

For the nine months ended September 30, 2025, other loss, net, increased by $15 million primarily due to unfavorable foreign exchange movements.

Previous report

In February 2025, we amended the A&R Credit Agreement to reduce the interest rate margin on term loans from 3.00% per annum to 2.50% per annum (see note 8 - Long-term Debt to our consolidated financial statements included elsewhere in this Form 10-Q). The reduction in margin is expected to decrease our annual cash interest payment by $7 million.

Previous report

In February 2025, our borrowings under the Amended Credit Agreement were upgraded to "BB-" from "B+" by Standard & Poor’s Financial Services LLC with Stable outlook. In March 2025, Moody's Corporation also upgraded our senior secured credit facilities to "B1" from "B2" and in June 2025, Fitch Ratings Inc. revised our rating outlook from Stable to Positive, while maintaining a "BBB-" rating.

Showing the first 40 of 54 passages. Open the source sections for the rest.

Reworded paragraphs (36)

Previous wording

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

Current wording

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

Previous wording

•the impact of geopolitical conflicts, including the war in Ukraine and the conflicts in the Middle East, 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;

Current wording

•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;

Previous wording

•costs related to, or the inability to recognize the anticipated benefits of our merger (the “Merger”) with CWT Holdings, LLC. ("CWT");

Current wording

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

Previous wording

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

Current wording

•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;

Previous wording

•the outcome of any legal proceedings that may be instituted against the Company in connection with the Merger; and

Current wording

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

Previous wording

•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, 2024 filed with the SEC on March 7, 2025 ("Annual Report on Form 10-K"), as well as other risks and uncertainties detailed from time to time in our subsequent filings with the SEC.

Current wording

•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").

Previous wording

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. CWT is a global business travel and meetings management company that provides corporate travel booking, program management and related services to enterprises and government clients.

Current wording

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.

Previous wording

This acquisition will 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.

Current wording

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.

Previous wording

We have considerable business operations outside of the U.S. As we report our results in U.S. Dollars, we face

Current wording

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

Previous wording

For the three months ended September 30, 2025, TTV increased by $1,771 million, or 23% , to $9,523 million compared to the three months ended September 30, 2024, with CWT contributing 14% of this growth. For the nine months ended September 30, 2025, TTV increased by $2,182 million, or 9%, to $25,763 million compared to the nine months ended September 30, 2024, with CWT contributing 4% of this growth. The remaining increase in TTV during both the three and nine months ended September 30, 2025 was primarily due to Transaction Growth, an increase in both average air transaction price and average hotel stay price and a favorable impact from foreign currency exchange rates.

Current wording

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

Previous wording

Transaction Growth was 19% for the three months ended September 30, 2025 and was 7% for the nine months ended September 30, 2025, with CWT contributing 15% and 5% of this growth, respectively. The remaining Transaction Growth during both the three and nine months ended September 30, 2025 was primarily due to share gains and increased demand for business travel from our clients, with strong global multinational customer base performance offset by slower growth in small and medium enterprise customer base.

Current wording

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.

Previous wording

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

Current wording

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

Previous wording

(a)Includes (i) employee severance costs of $29 million and $2 million for the three months ended September 30, 2025 and 2024, respectively, and $44 million and $8 million for the nine months ended September 30, 2025 and 2024, respectively, (ii) accelerated amortization of operating lease ROU assets of $2 million and $4 million for the three months ended September 30, 2025 and 2024, respectively and $3 million and $4 million for the nine months ended September 30, 2025 and 2024, respectively and (iii) contract costs related to facility abandonment of $0 and $2 million for the three months ended September 30, 2025 and 2024, respectively, and $1 million and $2 million for the nine months ended September 30, 2025 and 2024, respectively.

Current wording

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

Previous wording

(f)Adjusted Operating Expenses excludes (i) long-term incentive plan expense of $1 million and $6 million for the nine months ended September 30, 2025 and 2024, respectively, and (ii) legal and professional services costs/ (reversals) of $1 million and $(1) million for the three months ended September 30, 2025 and 2024, respectively and $0 and $4 million for the nine months ended September 30, 2025 and 2024, respectively. Adjusted EBITDA additionally excludes (i) unrealized foreign exchange loss of $2 million and $14 million for the three months ended September 30, 2025 and 2024, respectively, and $19 million and $5 million for the nine months ended September 30, 2025 and 2024, respectively, and (ii) non-service component of our net periodic pension cost related to our defined benefit pension plans of $2 million and $1 million for the three months ended September 30, 2025 and 2024, respectively, and $5 million and $4 million for the nine months ended September 30, 2025 and 2024, respectively.

Current wording

(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.

Previous wording

For the three months ended September 30, 2025, our total revenue increased by $77 million, or 13%, primarily due to an increase in both Travel Revenue and Product and Professional Services Revenue. The increase in total revenue was primarily driven by $57 million of incremental revenue resulting from the CWT acquisition and a $20 million increase due to Transaction Growth and increase in TTV, including a favorable foreign exchange impact of $9 million. Additionally, there was a decline in yield during the period due to the intentional continued shift to digital transactions and the fixed components of our revenue. Yield is calculated as total revenue divided by TTV for the same period.

Current wording

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.

Previous wording

Product and professional services revenue increased $27 million, or 23%, due to $15 million of incremental revenue resulting from the CWT acquisition, an $8 million increase in other professional services revenue and a $4 million increase in management fees, including $4 million of favorable foreign exchange impact.

Current wording

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.

Previous wording

For the three months ended September 30, 2025, cost of revenue (excluding depreciation and amortization) increased by $33 million, or 14%, primarily due to (i) $30 million of incremental expenses resulting from the CWT acquisition, (ii) a $6 million increase due to unfavorable foreign exchange impact, and (iii) a $5 million related to employee merit increases, partially offset by (iv) $7 million productivity improvements primarily driven by reduction in expenses due to cost savings initiatives.

Current wording

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.

Previous wording

For the three months ended September 30, 2025, sales and marketing expenses increased by $9 million, or 8%, primarily due to (i) $6 million of incremental expenses resulting from the CWT acquisition, (ii) a $3 million increase related to higher employee headcount and merit increases, (iii) $3 million of increased costs to manage volume and support growth plans in hotel acceleration and small and medium enterprise customer base and (iv) a $2 million increase due to unfavorable foreign exchange impact, partially offset by (v) a $6 million reduction in expenses primarily due to cost savings initiatives.

Current wording

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.

Previous wording

For the three months ended September 30, 2025, general and administrative expenses increased marginally by $1 million. Incremental expenses of $8 million resulting from the CWT acquisition and a $3 million increase in head office costs was partially offset by reduction in expenses of $5 million due to cost savings initiatives, a $3 million decrease in integration costs and a $2 million decrease in mergers and acquisitions costs.

Current wording

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.

Previous wording

For the nine months ended September 30, 2025, restructuring charges of $45 million primarily related to restructuring actions initiated by us following a review of the combined business after completion of the CWT acquisition and other employee severance costs due to reduction in workforce to improve operational efficiencies (see note 7 -Restructuring, Exit and Related Charges).

Current wording

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 Chargesto our consolidated financial statements included elsewhere in this Form 10-Q).

Previous wording

During the nine months ended September 30, 2025, the fair value movement of our derivative liabilities related to our earnout shares resulted in a credit of $80 million to our consolidated statements of operations compared to a charge of $14 million during the nine months ended September 30, 2024. The decrease in fair value of earnout derivative liability during the nine months ended September 30, 2025 was mainly driven by the decrease in our stock price and the lower remaining expected term of the earnout shares as of September 30, 2025.

Current wording

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.

Previous wording

For the three months ended September 30, 2025, other loss, net, decreased by $11 million primarily due to favorable foreign exchange movements.

Current wording

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

Previous wording

For the three months ended September 30, 2025 and 2024, we had income tax provision of $24 million and $54 million, respectively. Our effective tax rate for the three months ended September 30, 2025 of (60%) is different than the U.S. federal statutory corporate income tax rate of 21% due to changes to the valuation allowance for deferred tax assets, the tax impact of non-deductible expenses and the non-taxable loss on the fair value change in the earnout shares derivative liability during the period. Additionally, these items have a greater impact on the effective tax rate for the period due to the pre-tax net loss incurred during the three months ended September 30, 2025. Our effective tax rate for the three month period ended September 30, 2024 is different than the U.S. federal statutory corporate income tax rate of 21% due to changes to the valuation allowance for deferred tax assets and non-deductible expenses.

Current wording

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.

Previous wording

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 September 30, 2025 and December 31, 2024, our cash and cash equivalent balances were $427 million and $536 million, respectively. During the nine months ended September 30, 2025 and 2024, our net cash from operating activities was $181 million and $207 million, respectively, and our Free Cash Flow was $91 million and $132 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 September 30, 2025, our Revolving Credit Facility of $360 million under the A&R 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.

Current wording

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 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.

Previous wording

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 our cost savings initiatives that includes productivity-related actions (process improvements, location optimizations, voluntary and involuntary redundancies, etc.) and vendor cost reductions. Cost savings include benefits for actions taken in the prior year and in 2025. Further, from time to time, we have entered into several financial transactions, including debt financing / refinancing / repricing transactions to reduce costs and improve liquidity. In February 2025, we entered in an amendment to the A&R Credit Agreement to reduce our interest rate margins by 50 bps (see note 8 - Long-term Debt to our consolidated financial statements included elsewhere in this Form 10-Q). Further, in February 2025, we received an upgrade to our credit ratings which reduced the commitment fees by 0.125% payable on our Revolving Credit Facility (see Net Debt -Debt Ratings below). We continue to explore other capital market transactions, process rationalizations and cost reduction measures to improve our liquidity position.

Current wording

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.

Previous wording

Cash Flows for the Nine Months Ended September 30, 2025 Compared to the Nine Months Ended September 30, 2024

Current wording

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

Previous wording

As of September 30, 2025, we had $481 million of cash, cash equivalents and restricted cash, a decrease of $80 million compared to December 31, 2024. The following discussion summarizes changes to our cash flows from operating, investing and financing activities for the nine months ended September 30, 2025 compared to the nine months ended September 30, 2024.

Current wording

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.

Previous wording

During the nine months ended September 30, 2025, net cash from operating activities decreased by $26 million due to (i) $57 million cash outflows resulting from investment in working capital including higher income tax payments that were mitigated by an increase in operating income before considering non-cash charges / credits, offset by (ii) $31 million of proceeds upon termination of interest rate swap contracts.

Current wording

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.

Previous wording

During the nine months ended September 30, 2025, cash used in investing activities increased by $131 million primarily due to (i) $138 million cash paid as part of purchase consideration for the acquisition of CWT and (ii) a $15 million increase in cash outflows related to purchase of property and equipment, offset by (iii) $27 million of proceeds received on maturity of foreign exchange forward contract derivatives that economically hedged certain foreign currency intercompany balances.

Current wording

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 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.

Previous wording

During the nine months ended September 30, 2025, net cash used in financing activities increased by $2 million primarily due to (i) a $36 million increase in net outflow of principal amount of term loans under the Amended Credit Agreement ($25 million of net inflow resulting from refinancing of term loans during the nine months ended September 30, 2024, compared to $11 million of repayment of term loans during the nine months ended September 30, 2025), (ii) a $20 million increase in cash paid for taxes withheld upon vesting of equity awards and (iii) a $19 million decrease in cash received from contributions for ESPP and exercise of stock options, partially offset by (iv) a $51 million decrease in cash paid related to debt refinancing costs and make-whole premium for early repayment of term loans and (v) a $21 million decrease in cash paid for repurchase of treasury shares.

Current wording

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.

Previous wording

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

Current wording

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.

Previous wording

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

Current wording

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

Previous wording

During the nine months ended September 30, 2025, our Free Cash Flow decreased by $41 million due to a $26 million decrease in net cash from operating activities as discussed above and an increase of $15 million of cash outflows related to purchases of property and equipment.

Current wording

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.

Previous wording

As of September 30, 2025, our Net Debt is higher by $114 million compared to Net Debt as of December 31, 2024, due to a $109 million decrease in cash and cash equivalents balance and $5 million of net increase in long-term debt.

Current wording

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.

Previous wording

During the nine months ended September 30, 2025, we repurchased 4 million shares for $34 million under the share repurchase program that was authorized by our Board of Directors in October 2024 and pursuant to which the management was authorized to repurchase, in an amount not to exceed $300 million, shares of the Company's Class A common stock through December 31, 2027. The shares repurchased are held as treasury shares. As of September 30, 2025, we had $266 million that remains available to be utilized under the share repurchase program (see Part II, Item 2. Unregistered Sales of Equity Securities and Use of Proceeds).

Current wording

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 Proceedsfor further details).

Previous wording

For the nine months ended September 30, 2025, there were no material changes to our critical accounting policies and estimates presented in our Annual Report on Form 10-K, except as discussed below. 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.

Current wording

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.
Rearranged current paragraphs (1)

Current report — wording carried from elsewhere

Loss on Early Extinguishment of Debt
Rearranged previous paragraphs (8)

Previous report — wording carried elsewhere

exposure to movements in foreign currency exchange rates as the financial results and the financial condition of our

Previous report — wording carried elsewhere

For the three months ended September 30, 2025, restructuring charges of $29 million related primarily to restructuring actions initiated by us following a review of the combined business after completion of the CWT acquisition (see note 7 -Restructuring, Exit and Related Charges).

Previous report — wording carried elsewhere

During the three months ended September 30, 2025, the fair value movement of our derivative liabilities related to our earnout shares resulted in a charge of $26 million to our consolidated statements of operations compared to a charge of $22 million during the three months ended September 30, 2024. The increase in fair value of earnout derivative liability during the three months ended September 30, 2025, was mainly driven by the increase in our stock price as of September 30, 2025.

Previous report — wording carried elsewhere

The following is a discussion of our results of the consolidated statements of operations for the nine months ended September 30, 2025 and 2024:

Previous report — wording carried elsewhere

Cost of Revenue (Excluding Depreciation and Amortization)

Previous report — wording carried elsewhere

Fair Value Movements on Earnout Derivative Liabilities

Previous report — wording carried elsewhere

For the nine months ended September 30, 2025 and 2024, we had income tax expense of $66 million and $55 million, respectively. Our effective tax rate for the nine months ended September 30, 2025 of 73% is higher than the U.S. federal statutory corporate income tax rate of 21% primarily due to changes to the valuation allowance for deferred tax assets and the tax impact of non-deductible expenses, partially offset by the non-taxable gain on the fair value change in the earnout shares derivative liability during the period. Our effective tax rate for the nine months ended September 30, 2024 is different than the U.S. federal statutory corporate income tax rate of 21% due to changes to the valuation allowance for deferred taxes, non-deductible expenses and and certain U.S. minimum taxes.

Previous report — wording carried elsewhere

Free Cash Flow provides investors with an understanding of how assets are performing and measures management’s effectiveness in managing cash.