Global Business Travel completes $9.50-a-share merger

The closing also terminated the Voting and Support Agreement and the Shareholders Agreement, except for provisions that expressly survive.

Rhea-AI Filing Summary

Global Business Travel Group, Inc. completed its merger on September 29, 2026, with the company surviving as a wholly owned subsidiary of Parent. At the effective time, 157,786,199 shares of common stock held of record by Amex HoldCo were cancelled and converted into the right to receive $9.50 per share in cash.

American Express Company, the reporting person, stated it no longer beneficially owns any GBTG shares and ceased to own more than 5% of the class. The Voting and Support Agreement and the Shareholders Agreement were terminated, except for provisions that expressly survive.

Key Figures

Shares converted for Amex HoldCo: 157,786,199 shares Merger consideration: $9.50 per share in cash Beneficially owned shares: 0 shares +1 more

4 metrics

Shares converted for Amex HoldCo 157,786,199 shares Held of record by Amex HoldCo and converted into the right to receive merger consideration

Merger consideration $9.50 per share in cash Amount each eligible share was converted into the right to receive

Beneficially owned shares 0 shares American Express Company’s reported position after the merger

Class beneficially owned 0.0% American Express Company’s reported percentage

Key Terms

beneficial owner, Effective Time, Voting and Support Agreement, Shareholders Agreement

4 terms

beneficial owner regulatory

"ceased to be the beneficial owner of more than five percent"

A beneficial owner is the person who ultimately owns or controls a financial asset or property, even if their name isn't directly on official documents. Think of it like someone who secretly holds the keys to a safe deposit box—others may appear to have access, but the true owner is the one who benefits from what's inside. Identifying beneficial owners helps ensure transparency and prevent illegal activities like money laundering or fraud.

Effective Time regulatory

"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.

Voting and Support Agreement regulatory

"the Voting and Support Agreement terminated in accordance with its terms"

A voting and support agreement is a contract in which certain shareholders promise to vote their shares a specific way and back particular corporate actions, such as a sale, merger, or management proposal. It matters to investors because it creates predictability about the outcome of important votes—similar to a small group agreeing in advance to vote the same way—so it can lock in control, affect deal certainty and influence a stock’s market reaction.

Shareholders Agreement regulatory

"the Shareholders Agreement was terminated"

A shareholders agreement is a written contract among a company's owners that sets out their rights, responsibilities and rules for running the business and selling shares. It matters to investors because it clarifies who makes decisions, how shares can be bought or sold, and how disputes are handled—like house rules among roommates that prevent fights and ensure everyone knows how to leave or change the arrangement without shocking the others.

FAQ

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

What consideration did GBTG shares receive in the merger?

At the effective time, each issued and outstanding common share, other than shares excluded under the Merger Agreement, was converted into the right to receive $9.50 per share in cash.

How many GBTG shares held by Amex HoldCo were converted in the merger?

157,786,199 shares of common stock held of record by Amex HoldCo were converted into the right to receive $9.50 per share in cash.

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

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Available on EDGAR 10/01/2026 - 09:01 AM Accepted by SEC EDGAR 10/01/2026 - 09:01 AM Learn about SEC filing dates

SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

SCHEDULE 13D

Under the Securities Exchange Act of 1934

(Amendment No. 4)

Global Business Travel Group, Inc.

(Name of Issuer)

Class A common stock, par value $0.0001 per share

(Title of Class of Securities)

37890B100

(CUSIP Number)

Laureen E. Seeger, Esq.
American Express Company, 200 Vesey Street
New York, NY, 10285
212-640-2000

(Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications)

09/29/2026

(Date of Event Which Requires Filing of This Statement)

If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of §§ 240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box.

The information required on the remainder of this cover page shall not be deemed to be "filed" for the purpose of Section 18 of the Securities Exchange Act of 1934 ("Act") or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).

schemaVersion:

SCHEDULE 13D

CUSIP Number(s): 37890B100

1

Name of reporting person

American Express Company

2

Check the appropriate box if a member of a Group (See Instructions)

(a)
(b)

3

SEC use only

4

Source of funds (See Instructions)

OO

5

Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)

6

Citizenship or place of organization

NEW YORK

Number of Shares Beneficially Owned by Each Reporting Person With:

7	Sole Voting Power 0.00
8	Shared Voting Power 0.00
9	Sole Dispositive Power 0.00
10	Shared Dispositive Power 0.00

11

Aggregate amount beneficially owned by each reporting person

0.00

12

Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)

13

Percent of class represented by amount in Row (11)

0.0 %

14

Type of Reporting Person (See Instructions)

CO

SCHEDULE 13D

Item 1.	Security and Issuer
(a)	Title of Class of Securities: Class A common stock, par value $0.0001 per share
(b)	Name of Issuer: Global Business Travel Group, Inc.
(c)	Address of Issuer's Principal Executive Offices: 666 Third Avenue, 4th Floor, New York, NEW YORK , 10017.
Item 1 Comment: This Amendment No. 4 (the "Amendment") amends and supplements the Schedule 13D filed by the Reporting Person on June 6, 2022, as amended by Amendment No. 1 thereto filed on July 11, 2023, Amendment No. 2 thereto filed on January 16, 2024 and Amendment No. 3 thereto filed on May 4, 2026, with respect to the Common Stock (the "Schedule 13D"). Capitalized terms used in this Amendment and not defined herein shall have the same meanings ascribed to them in the Schedule 13D. This Amendment is being filed to report that, as a result of the Merger described below, the Reporting Person ceased to be the beneficial owner of more than five percent of the Common Stock. This Amendment is the final amendment to the Schedule 13D and constitutes an "exit filing" for the Reporting Person.
Item 4.	Purpose of Transaction
	Item 4 of the Schedule 13D is hereby amended by adding the following: On September 29, 2026, the transactions contemplated by the Merger Agreement were consummated (the "Closing"), and Merger Sub merged with and into the Issuer (the "Merger"), with the Issuer surviving the Merger as a wholly owned subsidiary of Parent. At the effective time of the Merger (the "Effective Time"), each share of Common Stock issued and outstanding immediately prior to the Effective Time, other than shares excluded pursuant to the Merger Agreement, was automatically cancelled, extinguished and converted into the right to receive cash in an amount equal to $9.50 per share. Accordingly, at the Effective Time, 157,786,199 shares of Common Stock held of record by Amex HoldCo. were automatically cancelled, extinguished and converted into the right to receive $9.50 per share. As a result of the Merger, the Reporting Person no longer beneficially owns any shares of Common Stock. At the Effective Time, the Voting and Support Agreement terminated in accordance with its terms, other than provisions that expressly survive termination. In accordance with the Voting and Support Agreement, effective upon the Closing, the Shareholders Agreement was terminated as among the Issuer, GBT JerseyCo Limited and Amex HoldCo., other than the provisions that expressly survive termination.
Item 5.	Interest in Securities of the Issuer
(a)	Item 5(a) of the Schedule 13D is hereby amended and restated in its entirety as set forth below: See rows (11) and (13) of the cover page to this Schedule 13D for the aggregate number of shares of Common Stock and percentage of the shares of Common Stock beneficially owned by the Reporting Person.
(b)	Item 5(b) of the Schedule 13D is hereby amended and restated in its entirety as set forth below: See rows (7) through (10) of the cover page to this Schedule 13D for the number of shares of Common Stock as to which the Reporting Person has the sole or shared power to vote or direct the vote and sole or shared power to dispose or to direct the disposition.
(c)	Item 5(c) of the Schedule 13D is hereby amended and restated in its entirety as set forth below: Except as set forth in Item 4 of this Amendment, the Reporting Person has not effected any transaction in shares of Common Stock during the past sixty days.
(d)	Not applicable.
(e)	Item 5(e) of the Schedule 13D is hereby amended and restated in its entirety as set forth below: As a result of the Merger, on September 29, 2026, the Reporting Person ceased to be the beneficial owner of more than five percent of the Common Stock.
Item 6.	Contracts, Arrangements, Understandings or Relationships With Respect to Securities of the Issuer
	Item 6 of the Schedule 13D is hereby amended by adding the following: Item 4 of this Amendment is incorporated herein by reference.

SIGNATURE

After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.

American Express Company

Signature:	/s/ James J. Killerlane III
Name/Title:	James J. Killerlane III, Corporate Secretary
Date:	10/01/2026