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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 Risk Factors?

Read the current filing

Previous report: 10-Q

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

0001628280-25-050787

Item 1A. Risk Factors

Current report: 10-Q

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

0001628280-26-033155

Item 1A. Risk Factors

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 5 previous paragraphs and 10 current paragraphs.

1 unchanged; 1 reworded; 8 added; 3 removed; 0 previous and 0 current paragraphs rearranged.

Tables are not compared: 0 previous and 0 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 (8)

Current report

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

Current report

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.

Current report

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.

Current report

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.

Current report

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

Current report

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.

Current report

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

Current report

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.
Removed paragraphs (3)

Previous report

Prior to the Merger, CWT was a private company and not required to comply with internal controls and policies and procedures over financial reporting as would be required of a public company. Its existing controls and procedures may be inadequate or ineffective.

Previous report

Prior to the Merger, CWT was a privately-held company and not required to comply with internal controls and policies and procedures over financial reporting as would be required of a public company including the Sarbanes-Oxley Act of 2002 (“Sarbanes-Oxley”). Sarbanes-Oxley requires public companies to have and maintain effective internal control over financial reporting to provide reasonable assurance regarding the reliability of financial reporting and preparation of financial statements and to have management report on the effectiveness of those controls on an annual basis (and have its independent public accountants attest annually to the effectiveness of such internal controls). CWT’s existing controls and procedures may be inadequate or ineffective.

Previous report

The process of applying our procedures regarding internal controls over financial reporting to CWT will require us to expend a significant amount of time from our management and other personnel and will require us to expend a significant amount of financial resources, which is likely to increase our compliance costs. Even after expending such resources, we cannot assure you that we will be able to conclude that our internal controls over financial reporting with respect to CWT are effective within the time frame required. If we are not able to comply with the requirements of Sarbanes-Oxley in a timely manner, this may result in control deficiencies that will require management time, effort and resources to remediate.
Reworded paragraphs (1)

Previous wording

For the nine months ended September 30, 2025, 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, except as described 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.

Current wording

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.