Global Business Travel Group (GBTG) cuts loan margin and adds $100M debt

Rhea-AI Filing Summary

Global Business Travel Group, Inc. entered into a second amendment to its senior secured credit agreement, adding more debt while slightly lowering its borrowing cost. The amendment increases the aggregate principal amount of term loans by $100,000,000 and reduces the interest rate margin on those loans by 0.50%.

After this change, the term loans form a single class and bear interest at SOFR plus 2.00% per year, or at an alternate base rate plus 1.00% per year. The loans continue to mature on July 26, 2031, with quarterly principal amortization of $3,752,525.25 and the remaining balance due at maturity.

The initial borrower may voluntarily prepay the term loans without premium or penalty, subject to a 1% prepayment premium for certain repricing transactions before July 21, 2026 and customary breakage costs. The initial borrower will also pay customary fees in connection with this amendment.

Insights

Corporate credit and capital structure analyst

GBTG adds $100M term debt while cutting its interest margin.

The amendment increases term loan principal by $100,000,000 and reduces the margin on those loans by 0.50%. This combines a modestly cheaper borrowing spread with a higher absolute debt load, keeping the same overall structure, maturity on July 26, 2031, and quarterly amortization of $3,752,525.25.

Interest will now be based on SOFR plus 2.00% or an alternate base rate plus 1.00%, which keeps the company exposed to floating reference rates. The voluntary prepayment feature without general premiums, apart from the 1% charge on certain repricing transactions before July 21, 2026, offers flexibility if future conditions favor deleveraging or further repricing.

This looks like an incremental capital structure adjustment rather than a transformative financing event. The main factors to track in subsequent disclosures are total debt levels, interest expense trends under the new margin, and whether the company uses the prepayment options or undertakes further repricing transactions covered by the 1% premium.

8-K Event Classification

2 items: 1.01, 9.01

2 items

Item 1.01 Entry into a Material Definitive Agreement Business

The company signed a significant contract such as a merger agreement, credit facility, or major partnership.

Item 9.01 Financial Statements and Exhibits Exhibits

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

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): January 21, 2026 (January 21, 2026)

Global Business Travel Group, Inc.

(Exact name of Registrant as specified in its charter)

Delaware		001-39576		98-0598290
(State or other jurisdiction of incorporation or organization)		(Commission File Number)		(I.R.S. 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 or Rule 12b-2 of the Securities Exchange Act of 1934.

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 1.01. Entry into a Material Definitive Agreement.

Amendment to Senior Secured Credit Agreement

On January 21, 2026, Global Business Travel Group, Inc. (the “Company”), GBT US III LLC (the “Initial Borrower”) and certain subsidiaries of the Company entered into a second amendment (the “Amendment”) to that certain amended and restated credit agreement, dated as of July 26, 2024 (as amended by Amendment No. 1, dated as of February 4, 2025, and as further amended, restated, supplemented or otherwise modified prior to the effectiveness of the Amendment, the “Existing Credit Agreement” and, the Existing Credit Agreement, as amended by the Amendment, the “Amended Credit Agreement”), among the Company, the Initial Borrower, the lenders and letter of credit issuers from time to time party thereto and Morgan Stanley Senior Funding, Inc., as the administrative agent and as the collateral agent.

The Amendment reduces the interest rate margin applicable to term loans under the Existing Credit Agreement by 0.50% and increases the aggregate principal amount of such term loans by $100,000,000.

After giving effect to the Amendment and the borrowing of the incremental loans in accordance with the Amendment and the Amended Credit Agreement, the outstanding term loans will be governed by the same terms and are intended to constitute a single fungible class. Such loans will bear interest based on SOFR (or, at the Initial Borrower’s option, at an alternate base rate), plus a margin of 2.00% per annum for SOFR-based loans (or 1.00% per annum for base rate-based loans).

Otherwise, the Amended Credit Agreement will have substantially the same terms as the Existing Credit Agreement. The term loans mature, and will become due and payable in full, on July 26, 2031. Principal amounts outstanding amortize in an amount equal to $3,752,525.25 per quarter, with the balance due at maturity.

At the option of the Initial Borrower (upon prior written notice), the term 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 such 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 Initial Borrower is also obligated to pay customary fees in connection with the Amendment.

The foregoing description of the Amendment is a general description only, does not purport to be complete and is qualified in its entirety by reference to the Amendment, which is filed as Exhibit 10.1 hereto and incorporated herein by reference.

Item 9.01. Financial Statements and Exhibits.

(d) Exhibits.

Exhibit Number	Description
10.1	Amendment No. 2, dated as of January 21, 2026, by and among Global Business Travel Group Inc., GBT US III LLC, the other loan parties party thereto, the lenders party thereto and Morgan Stanley Senior Funding, Inc., as administrative agent and as collateral agent.*
104	Cover Page Interactive Data File (embedded within the Inline XBRL document).

* The exhibits and schedules to this Exhibit have been omitted in accordance with Regulation S-K Item 601(a)(5) and Item 601(b)(2). The Company agrees to furnish supplementally a copy of such exhibits and schedules, or any section thereof, to the SEC upon its request.

SIGNATURES

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

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

Date: January 21, 2026

FAQ

What did Global Business Travel Group (GBTG) change in its credit agreement?

The company entered into a second amendment to its senior secured amended and restated credit agreement. This amendment increases the aggregate principal amount of term loans by $100,000,000 and reduces the interest rate margin on those term loans by 0.50%, while keeping most other terms substantially the same.

How does the amended term loan interest rate work for GBTG?

Under the amended terms, the outstanding term loans bear interest based on SOFR plus a margin of 2.00% per year, or, at the initial borrower’s option, at an alternate base rate plus a margin of 1.00% per year. These terms apply to the single fungible class of term loans created after the amendment.

When do Global Business Travel Group’s amended term loans mature and how are they repaid?

The term loans mature on July 26, 2031, when all remaining principal becomes due and payable. Until then, principal amortizes in quarterly installments of $3,752,525.25, with the balance of the outstanding principal repaid at maturity.

Can GBTG prepay the amended term loans without penalty?

Yes. At the initial borrower’s option and with prior written notice, the term loans may be voluntarily prepaid in whole or in part at any time without premium or penalty, except for a 1% prepayment premium on loans subject to certain repricing transactions occurring before July 21, 2026 and customary breakage costs tied to specific prepayments.

Who are the key parties to Global Business Travel Group’s amended credit agreement?

The amended agreement involves Global Business Travel Group, Inc., GBT US III LLC as the initial borrower, certain subsidiaries as loan parties, lenders and letter of credit issuers from time to time, and Morgan Stanley Senior Funding, Inc. as administrative agent and collateral agent.

Does the amendment change other major terms of GBTG’s credit agreement?

The company states that, aside from the new margin, increased aggregate principal amount, and related provisions, the amended credit agreement will have substantially the same terms as the existing credit agreement. The initial borrower will pay customary fees in connection with the amendment.