Global Business Travel Merger Converts Shares at $9.50

The reported Class A shares converted into a cash entitlement at $9.50 per share; RSU settlement was subject to applicable withholding taxes.

Rhea-AI Filing Summary

Global Business Travel Group, Inc. became a wholly owned subsidiary of Gaia Purchaser, Inc. on September 29, 2026. At the merger’s effective time, the reported Class A shares were canceled and converted into a right to receive $9.50 cash per share. This included 97,097 directly held shares and 19,964,270 shares held indirectly by PecosCo Limited Partnership, HMC Juweel Holdings, LP, Certares Sponsor Investor (Delaware) LLC and Clementine Holdings Ltd.

Director Michael Gregory O’Hara’s reported 23,429 shares subject to restricted stock units were canceled and converted into a cash right based on $9.50 per underlying share, without interest and subject to applicable withholding taxes. O’Hara disclaimed beneficial ownership of the reported securities except to the extent of his pecuniary interest.

Insider Trade Summary

Disposition: 20,084,796 shares

Disposition 3 txns

Insider OHara Michael Gregory

Role Director

Type	Security	Shares	Price	Value
Disposition	Class A Common Stock F1	97,097	--	--
Disposition	Class A Common Stock F2	23,429	--	--
Disposition	Class A Common Stock F1, F3, F4	19,964,270	--	--

Holdings After Transaction: Class A Common Stock — 0 shares (Direct); Class A Common Stock — 0 shares (Indirect, See Footnotes)

Footnotes (4)

1. F1. On September 29, 2026, pursuant to that certain Agreement and Plan of Merger (the "Merger Agreement"), dated May 2, 2026, by and among the Issuer, Gaia Purchaser, Inc. ("Parent") and Gaia Merger Sub, Inc., a wholly owned subsidiary of Parent, the Issuer became a wholly owned subsidiary of Parent (the "Merger"). At the effective time of the Merger (the "Effective Time"), pursuant to the Merger Agreement, each share of Class A common stock, par value $0.0001 per share, of the Issuer ("Company Common Stock") held by the reporting person as of immediately prior to the Effective Time was automatically cancelled and converted into the right to receive cash in an amount equal to $9.50, without interest thereon (the "Per Share Price").
2. F2. As of immediately prior to the Effective Time, pursuant to the Merger Agreement, each award of restricted stock units of the Issuer (a "Company RSU") that was outstanding as of immediately prior to the Effective Time was automatically cancelled and converted into the right to receive an amount in cash, without interest and subject to applicable withholding taxes, equal to the product of (i) the Per Share Price and (ii) the total number of shares of Company Common Stock subject to such Company RSU as of immediately prior to the Effective Time.
3. F3. Reflects securities held directly by PecosCo Limited Partnership, HMC Juweel Holdings, LP, Certares Sponsor Investor (Delaware) LLC and Clementine Holdings Ltd. Certares Sponsor Investor (Delaware) LLC is controlled by its largest common shareholder, Certares Travel Holdings, LP. Certares Management Limited is the General Partner of each PecosCo Limited Partnership, HMC Juweel Holdings, LP and Certares Travel Holdings, LP. Messrs. Michael Gregory O'Hara, Henry Briance and Spencer Marsden are the directors of Certares Management Limited and as such may be deemed to have voting and dispositive control of the securities held of record by PecosCo Limited Partnership, HMC Juweel Holdings, LP and Certares Travel Holdings, LP. Clementine Holdings Ltd. is ultimately owned by Mr. Michael Gregory O'Hara.
4. F4. The Reporting Person disclaims beneficial ownership of the securities reported herein, except to the extent of such Reporting Person's pecuniary interest therein, and, pursuant to Rule 16a-1(a)(4) under the Securities Exchange Act of 1934, the Reporting Person states that the inclusion of these securities in this report shall not be deemed an admission of beneficial ownership of all of the reported securities for purposes of Section 16 or for any other purpose.

Key Figures

Cash conversion price: $9.50 per share Directly held Class A shares: 97,097 shares Indirectly held Class A shares: 19,964,270 shares +1 more

4 metrics

Cash conversion price $9.50 per share Class A common stock converted at the merger’s effective time

Directly held Class A shares 97,097 shares Reported as canceled and converted in the merger

Indirectly held Class A shares 19,964,270 shares Reported as canceled and converted in the merger

Shares subject to restricted stock units 23,429 shares Converted into a cash right in the merger

Key Terms

Effective Time, restricted stock units, Per Share Price, pecuniary interest

4 terms

Effective Time technical

"At the effective time of the Merger (the "Effective Time")"

The exact clock time when a regulatory filing, approval, or corporate action formally becomes legally active; from that moment the change is binding and can be acted on. Investors care because the effective time marks when ownership, rights, trading rules, or new securities take effect — like a light switch turning on a contract or transaction — which determines when risks, benefits and market reactions begin.

restricted stock units financial

"each award of restricted stock units of the Issuer"

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.

Per Share Price financial

"the "Per Share Price""

pecuniary interest technical

"except to the extent of such Reporting Person's pecuniary interest therein"

FAQ

AI-generated questions and answers. How Rhea-AI works. Not financial advice.

What did GBTG shares convert into in the merger?

The reported Class A shares were canceled and converted into the right to receive $9.50 in cash per share at the merger’s effective time, including 97,097 directly held shares and 19,964,270 indirectly held shares.

How were GBTG restricted stock units settled in the merger?

The reported 23,429 shares subject to restricted stock units were canceled and converted into a cash right based on $9.50 per underlying share, without interest and subject to applicable withholding taxes.

Which entities held the indirectly reported GBTG shares?

The reported indirect shares were held by PecosCo Limited Partnership, HMC Juweel Holdings, LP, Certares Sponsor Investor (Delaware) LLC and Clementine Holdings Ltd. Michael Gregory O’Hara disclaimed beneficial ownership except to the extent of his pecuniary interest.

AI-generated analysis. How Rhea-AI works. Not financial advice.

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Available on EDGAR 09/29/2026 - 04:43 PM Accepted by SEC EDGAR 09/29/2026 - 04:42 PM Learn about SEC filing dates

SEC Form 4

FORM 4

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940

OMB APPROVAL

OMB Number:			3235-0287
Estimated average burden
hours per response:			0.5

X

Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

Check this box to indicate that a transaction was made pursuant to a contract, instruction or written plan for the purchase or sale of equity securities of the issuer that is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c). See Instruction 10.

1. Name and Address of Reporting Person^*

OHara Michael Gregory

(Last) (First) (Middle)

C/O GLOBAL BUSINESS TRAVEL GROUP, INC.

666 THIRD AVENUE

(Street)

NEW YORK NEW YORK 10017

(City) (State) (Zip)

UNITED STATES

(Country)

2. Issuer Name and Ticker or Trading Symbol
Global Business Travel Group, Inc. [ GBTG ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

X	Director		10% Owner
	Officer (give title below)		Other (specify below)

2a. Foreign Trading Symbol

3. Date of Earliest Transaction (Month/Day/Year)
09/29/2026

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

4. If Amendment, Date of Original Filed (Month/Day/Year)

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	3. Transaction Code (Instr. 8)		4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5)			5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)	6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
			Code	V	Amount	(A) or (D)	Price
Class A Common Stock	09/29/2026		D		97,097	D	(1)	23,429	D
Class A Common Stock	09/29/2026		D		23,429	D	(2)	0	D
Class A Common Stock	09/29/2026		D		19,964,270	D	(1)	0	I	See Footnotes(3)(4)

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	4. Transaction Code (Instr. 8)		5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)		6. Date Exercisable and Expiration Date (Month/Day/Year)		7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4)		8. Price of Derivative Security (Instr. 5)	9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)	10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
				Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares

Explanation of Responses:

1. On September 29, 2026, pursuant to that certain Agreement and Plan of Merger (the "Merger Agreement"), dated May 2, 2026, by and among the Issuer, Gaia Purchaser, Inc. ("Parent") and Gaia Merger Sub, Inc., a wholly owned subsidiary of Parent, the Issuer became a wholly owned subsidiary of Parent (the "Merger"). At the effective time of the Merger (the "Effective Time"), pursuant to the Merger Agreement, each share of Class A common stock, par value $0.0001 per share, of the Issuer ("Company Common Stock") held by the reporting person as of immediately prior to the Effective Time was automatically cancelled and converted into the right to receive cash in an amount equal to $9.50, without interest thereon (the "Per Share Price").

2. As of immediately prior to the Effective Time, pursuant to the Merger Agreement, each award of restricted stock units of the Issuer (a "Company RSU") that was outstanding as of immediately prior to the Effective Time was automatically cancelled and converted into the right to receive an amount in cash, without interest and subject to applicable withholding taxes, equal to the product of (i) the Per Share Price and (ii) the total number of shares of Company Common Stock subject to such Company RSU as of immediately prior to the Effective Time.

3. Reflects securities held directly by PecosCo Limited Partnership, HMC Juweel Holdings, LP, Certares Sponsor Investor (Delaware) LLC and Clementine Holdings Ltd. Certares Sponsor Investor (Delaware) LLC is controlled by its largest common shareholder, Certares Travel Holdings, LP. Certares Management Limited is the General Partner of each PecosCo Limited Partnership, HMC Juweel Holdings, LP and Certares Travel Holdings, LP. Messrs. Michael Gregory O'Hara, Henry Briance and Spencer Marsden are the directors of Certares Management Limited and as such may be deemed to have voting and dispositive control of the securities held of record by PecosCo Limited Partnership, HMC Juweel Holdings, LP and Certares Travel Holdings, LP. Clementine Holdings Ltd. is ultimately owned by Mr. Michael Gregory O'Hara.

4. The Reporting Person disclaims beneficial ownership of the securities reported herein, except to the extent of such Reporting Person's pecuniary interest therein, and, pursuant to Rule 16a-1(a)(4) under the Securities Exchange Act of 1934, the Reporting Person states that the inclusion of these securities in this report shall not be deemed an admission of beneficial ownership of all of the reported securities for purposes of Section 16 or for any other purpose.

	Jennifer Giampietro, as Attorney-in-Fact	09/29/2026
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 4 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.
* Form 4: SEC 1474 (03-26)