Global Business Travel Group, Inc.

(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.

(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.

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:

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.

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.

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

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:

(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 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:

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:

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”).

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

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.

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.

(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:

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:

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 ofthree years 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 thethree-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:

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:

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 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:

(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:

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:

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

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.

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:

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:

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

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.

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

(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:

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:

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

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 toeighteen 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 tothree 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:

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:

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 hasone 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.

(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

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.