Global Business Travel (NYSE: GBTG) CTO Thompson to depart with extended equity terms

Rhea-AI Filing Summary

Global Business Travel Group, Inc. announced that its EVP and Chief Technology Officer, John David Thompson, will leave the company on May 31, 2026. His responsibilities will be reassigned to other senior leaders, indicating a redistribution rather than an elimination of the CTO function.

Under a newly executed separation and release agreement, and subject to Mr. Thompson working through the departure date, reaffirming the release, and honoring non‑competition and related covenants, he will be eligible for severance under a November 29, 2021 Severance Protection Agreement. His restricted stock units and performance stock units will remain outstanding and be treated as if he remained employed through November 30, 2026, and certain stock options granted on or before December 2, 2021 will remain exercisable through the later of the standard post‑termination exercise period for a termination without cause or November 30, 2026, unless earlier settled or forfeited.

Insights

Corporate governance analyst

CTO exit with extended equity treatment looks structured and orderly.

The departure of EVP and Chief Technology Officer John David Thompson is planned for May 31, 2026, with duties reassigned to existing senior leaders. That structure suggests continuity rather than an abrupt technology leadership gap.

The separation agreement ties severance and favorable equity treatment to continued service, release of claims, and compliance with non‑competition and other covenants. Equity awards remain outstanding as if employed through November 30, 2026, and certain options stay exercisable until at least that date, aligning incentives around a clean transition.

Subsequent company disclosures may clarify how the redistributed responsibilities affect longer‑term technology strategy and execution, but this agreement itself mainly codifies exit terms and equity handling rather than changing current financial metrics.

8-K Event Classification

2 items: 5.02, 9.01

2 items

Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers Governance

Key personnel changes including departures, elections, or appointments of directors and executive officers.

Item 9.01 Financial Statements and Exhibits Exhibits

Financial statements, pro forma financial information, and exhibit attachments filed with this report.

Key Figures

CTO departure date: May 31, 2026 Severance agreement date: November 29, 2021 Executive release date: May 7, 2026 +2 more

5 metrics

CTO departure date May 31, 2026 Employment of EVP, Chief Technology Officer ends

Severance agreement date November 29, 2021 Date of Severance Protection Agreement governing benefits

Executive release date May 7, 2026 Date of Executive Release of Claims between GBT US LLC and Thompson

Equity treatment end date November 30, 2026 Date through which RSUs and PSUs are treated as if employed

Option grant cutoff date December 2, 2021 Options on or before this date get extended exercisability

Key Terms

Severance Protection Agreement, Executive Release of Claims, restricted stock units, performance stock units, +1 more

5 terms

Severance Protection Agreement financial

"Mr. Thompson is eligible to receive severance benefits under the Severance Protection Agreement, dated November 29, 2021"

Executive Release of Claims regulatory

"a separation and release agreement that includes a general release of claims (the “Executive Release of Claims”)"

restricted stock units financial

"Mr. Thompson’s outstanding restricted stock units and performance stock units granted under the Company’s 2022 Equity Incentive Plan"

Restricted stock units are a type of company reward where employees are promised shares of stock, but they only fully own these shares after meeting certain conditions, like staying with the company for a set time. They matter because they can become valuable assets and are often used to motivate employees to help the company succeed.

performance stock units financial

"restricted stock units and performance stock units granted under the Company’s 2022 Equity Incentive Plan will remain outstanding"

Performance stock units are a type of company award that grants employees shares of stock only if certain performance goals are met. They motivate employees to work toward specific company achievements, aligning their interests with those of shareholders. For investors, they can influence a company's future stock supply and reflect management’s confidence in reaching key targets.

Management Incentive Plan financial

"stock options granted under the Company’s 2022 Equity Incentive Plan and Management Incentive Plan will be treated"

Understanding 8-K Material Events →

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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM 8-K

CURRENT REPORT 

PURSUANT TO SECTION 13 OR 15(D) OF THE
SECURITIES EXCHANGE ACT OF 1934

Date of report (Date of earliest event reported): May 12, 2026 (May 6, 2026)

GLOBAL BUSINESS TRAVEL GROUP, INC.

(Exact Name of Registrant as Specified in Its Charter)

Delaware

(State or Other Jurisdiction of Incorporation)

001-39576		98-0598290
(Commission File Number)		(IRS Employer Identification No.)

666 3rd Avenue, 4th Floor

New York, New York 10017
(Address of principal executive offices) (Zip Code)

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

Not applicable
(Former name or former address, if changed since last report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

¨ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

¨ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

¨ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

¨ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

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

Title of each class		Trading Symbol(s)		Name of each exchange on which registered
Class A common stock, par value of $0.0001 per share		GBTG		The New York Stock Exchange

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company ¨

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ¨

ITEM 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

On May 12, 2026, Global Business Travel Group, Inc. (the “Company”) announced that the employment of Mr. John David Thompson, the Company’s EVP, Chief Technology Officer, will terminate on May 31, 2026 (the “Departure Date”). Upon Mr. Thompson’s departure, his responsibilities will be allocated to other members of the senior leadership team.

In connection with Mr. Thompson’s departure, the Compensation Committee of the Company’s Board of Directors approved on May 6, 2026, and Mr. Thompson and the Company entered into on May 7, 2026, a separation and release agreement that includes a general release of claims (the “Executive Release of Claims”). Subject to Mr. Thompson’s employment through the Departure Date, his timely re-execution and non-revocation of the Executive Release of Claims following the Departure Date and his ongoing compliance with his existing non-competition, non-solicitation, confidentiality, and related restrictive covenants, (i) Mr. Thompson is eligible to receive severance benefits under the Severance Protection Agreement, dated November 29, 2021, by and between GBT US LLC, a wholly owned subsidiary of the Company, and Mr. Thompson, (ii) Mr. Thompson’s outstanding restricted stock units and performance stock units granted under the Company’s 2022 Equity Incentive Plan will remain outstanding and be treated as if he remained employed through and terminated effective as of November 30, 2026 (or such later date as may be mutually agreed by the Company and Mr. Thompson), and (iii) Mr. Thompson’s stock options granted under the Company’s 2022 Equity Incentive Plan and Management Incentive Plan will be treated in accordance with the terms of such plans, except that the stock options granted to Mr. Thompson on or prior to December 2, 2021 will remain outstanding and exercisable through the later of (i) the last day of the post-termination exercise period applicable to such stock option in connection with a termination without cause (as set forth in such plans) or (ii) November 30, 2026 (or such later date as may be mutually agreed by the Company and Mr. Thompson), unless earlier settled or forfeited in accordance with their terms.

ITEM 9.01 Financial Statements and Exhibits.

(d) Exhibits.

Exhibit No.		Description
10.1^		Severance Protection Agreement, dated November 29, 2021, by and between GBT US LLC and John David Thompson.
10.2^		Executive Release of Claims, dated as of May 7, 2026, by and between GBT US LLC and John David Thompson.
104		Cover Page Interactive Data File (embedded within the Inline XBRL document)

^ Certain portions of these Exhibits have been omitted in accordance with Regulation S-K Item 601.

2

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

	Global Business Travel Group, Inc.
Date: May 12, 2026	By:	/s/ Eric J. Bock
	Name:	Eric J. Bock
	Title:	Chief Legal Officer, Global Head of M&A and Compliance and Corporate Secretary

3

FAQ

What executive change did Global Business Travel Group (GBTG) disclose?

Global Business Travel Group disclosed that EVP and Chief Technology Officer John David Thompson will leave the company on May 31, 2026. His responsibilities will be allocated to other senior leaders, indicating a leadership transition rather than removal of the technology function.

What severance rights does John David Thompson have at GBTG?

Subject to conditions, John David Thompson is eligible for severance benefits under a Severance Protection Agreement dated November 29, 2021. Eligibility depends on his employment through May 31, 2026, re-executing a release of claims, and complying with existing restrictive covenants.

How will John David Thompson’s equity awards be treated after his GBTG departure?

His restricted stock units and performance stock units will remain outstanding and be treated as if he remained employed through November 30, 2026, or a later mutually agreed date. This extends the effective service period used to determine treatment of those equity awards.

What happens to GBTG stock options granted to John David Thompson?

Stock options will generally follow plan terms, but options granted on or before December 2, 2021 will remain outstanding and exercisable through the later of the usual post-termination exercise period for a termination without cause or November 30, 2026, unless earlier settled or forfeited.

What conditions must John David Thompson meet to receive his separation benefits from GBTG?

He must remain employed through May 31, 2026, timely re-execute and not revoke an Executive Release of Claims after his departure, and comply with existing non-competition, non-solicitation, confidentiality, and related restrictive covenants that already apply to him.

Filing Exhibits & Attachments

5 documents

Agreements & Contracts

• EX-10.1 EXHIBIT 10.1 62.7 KB
• EX-10.2 EXHIBIT 10.2 76.4 KB

Other Documents

• EX-101 XBRL TAXONOMY EXTENSION SCHEMA 3.0 KB
• EX-101 XBRL TAXONOMY EXTENSION LABEL LINKBASE 33.4 KB
• EX-101 XBRL TAXONOMY EXTENSION PRESENTATION LINKBASE 21.9 KB