QIA to roll over $325M stake in Global Business Travel (GBTG) merger

Rhea-AI Filing Summary

Qatar Investment Authority filed Amendment No. 2 to its Schedule 13D on Global Business Travel Group, Inc., detailing a rollover agreement tied to the company’s pending merger. QIA reports beneficial ownership of 87,659,000 Class A shares, or 16.8% of the outstanding Class A common stock.

Through wholly owned subsidiary QIA Retail Holding LLC, it agreed, immediately before the merger closes, to contribute up to 34,210,526 shares as rollover shares, valued at $325 million based on a $9.50 per‑share price, in exchange for equivalent-value interests in Topco. After the rollover, QIA Retail will hold no more than 9.9% of Topco’s common equity and receive minority economic protections, including one non‑voting board observer seat.

Insights

M&A and capital-structure analyst

Large shareholder agrees to rollover part of stake into the post‑merger parent at the deal price.

The amendment shows Qatar Investment Authority, via QIA Retail, aligning with the $9.50 per share cash merger for Global Business Travel Group. QIA beneficially owns 87,659,000 shares, or 16.8% of Class A stock, based on 521,455,950 shares outstanding as of May 7, 2026.

QIA Retail plans to contribute up to 34,210,526 shares, valued at $325 million, in exchange for equivalent-value Topco interests, targeting a maximum 9.9% fully diluted common equity stake. The contributed rollover shares will be cancelled in the merger, modestly reducing public float relative to QIA’s existing position.

QIA Retail gains minority protections and a single non‑voting observer seat, signaling a passive post‑deal role. Notably, its prior written consent is required for any increase or change in the $9.50 per‑share merger consideration; if it withholds consent, the rollover agreement terminates, though the broader merger terms would still depend on the separate merger agreement.

Key Figures

Beneficial ownership: 87,659,000 shares Ownership percentage: 16.8% Shares outstanding: 521,455,950 shares +5 more

8 metrics

Beneficial ownership 87,659,000 shares Class A common stock beneficially owned by Qatar Investment Authority

Ownership percentage 16.8% Percentage of Class A common stock represented by 87,659,000 shares

Shares outstanding 521,455,950 shares Class A common stock outstanding as of May 7, 2026

Rollover shares 34,210,526 shares Maximum Class A shares QIA Retail will contribute as rollover

Rollover value $325 million Aggregate value of rollover shares based on $9.50 per share

Merger per‑share price $9.50 per share Cash consideration for GBTG Class A shares in the merger

Post‑merger Topco stake cap 9.9% Maximum fully diluted common equity QIA Retail will hold in Topco

Amendment number 2 Amendment No. 2 to Schedule 13D filed by Qatar Investment Authority

Key Terms

Rollover Agreement, Exchange Units, Per Share Price, Termination Date, +1 more

5 terms

Rollover Agreement financial

"This Amendment No. 2 is being filed to reflect the entry into a Rollover Agreement, dated as of June 27, 2026"

Exchange Units financial

"in exchange for newly issued limited liability company interests in Topco having equivalent aggregate value (the "Exchange Units")"

Per Share Price financial

"cash consideration of $9.50 per share of Class A Common Stock payable in connection with the Merger (the "Per Share Price")"

Termination Date regulatory

"prior to the earlier of (A) the Termination Date (as defined in and as it may be extended pursuant to the Merger Agreement)"

Termination date is the specific calendar day when a contract, agreement, option or other legal arrangement stops being in effect and any remaining rights or obligations expire. For investors it matters because that date sets deadlines for exercising rights, receiving payments, closing positions or avoiding penalties—similar to the day a lease or warranty ends, after which parties no longer have the same protections or claims.

Transaction Approvals regulatory

"material and reasonably necessary to consummate the transactions contemplated by the Merger Agreement (the "Transactions") or the Rollover (collectively, "Transaction Approvals")"

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Available on EDGAR 06/29/2026 - 06:19 PM Accepted by SEC EDGAR 06/29/2026 - 06:19 PM Learn about SEC filing dates

FAQ

What ownership stake does Qatar Investment Authority report in GBTG?

Qatar Investment Authority reports beneficial ownership of 87,659,000 Class A shares of Global Business Travel Group, representing 16.8% of the outstanding Class A common stock, based on 521,455,950 shares outstanding as of May 7, 2026.

What is the size of QIA Retail’s rollover in the Global Business Travel (GBTG) merger?

QIA Retail agreed to contribute up to 34,210,526 Class A shares as rollover shares. These have an aggregate value of $325 million, calculated at a per‑share price of $9.50, in exchange for newly issued equity interests in the post‑merger parent, Topco.

At what price is the Global Business Travel (GBTG) merger consideration set?

The merger consideration for Global Business Travel’s Class A Common Stock is set at $9.50 per share. This per‑share price is used to value the rollover shares and define the cash consideration payable in the merger under the disclosed merger agreement terms.

What stake will QIA Retail hold in Topco after the GBTG merger rollover?

After completing the rollover, QIA Retail will own no more than 9.9% of Topco’s fully diluted common equity. This capped stake is achieved by adjusting the number or value of rollover shares to match a $325 million investment at the agreed pricing.

What governance rights does QIA Retail receive in Topco after the rollover?

QIA Retail will receive standard minority economic protections and a single non‑voting board observer seat at Topco. It will not receive a voting board seat, reflecting a minority, largely economic position rather than a controlling or governance-dominant role in the post‑merger entity.

Can QIA Retail block changes to the GBTG merger price under the rollover agreement?

QIA Retail’s prior written consent is required for any amendment that increases or changes the $9.50 per‑share merger consideration. If it does not approve such a price change or waive its consent right, the rollover agreement will terminate automatically under the disclosed conditions.

SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

SCHEDULE 13D

Under the Securities Exchange Act of 1934

(Amendment No. 2)

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)

Qatar Investment Authority
Ooredoo Tower (Building 14), Al Dafna St, 801 Al Dafna Zone 61
Doha, S3, 23224
0097444990696

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

06/27/2026

(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

Qatar Investment Authority

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

QATAR

Number of Shares Beneficially Owned by Each Reporting Person With:

7	Sole Voting Power 87,659,000.00
8	Shared Voting Power 0.00
9	Sole Dispositive Power 87,659,000.00
10	Shared Dispositive Power 0.00

11

Aggregate amount beneficially owned by each reporting person

87,659,000.00

12

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

13

Percent of class represented by amount in Row (11)

16.8 %

14

Type of Reporting Person (See Instructions)

OO

Comment for Type of Reporting Person:

* Based on 521,455,950 shares of Class A common stock, par value $0.0001 per share ("Class A Common Stock") issued and outstanding as of May 7, 2026 as set forth on Form 10-Q filed by the Issuer with the Securities and Exchange Commission (the "SEC") on May 11, 2026.

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, NEW YORK, NEW YORK , 10017.
Item 1 Comment: This Amendment No. 2 to the Schedule 13D (the "Amendment No. 2") amends and supplements the Schedule 13D filed by the Reporting Person with the SEC on October 2, 2025 (the "Schedule 13D"), as amended by Amendment No. 1, dated May 4, 2026 (the "Amendment No. 1"). Except as amended and supplemented by the Amendment No. 1 and the Amendment No. 2, the Schedule 13D remains unchanged. This Amendment No. 2 is being filed to reflect the entry into a Rollover Agreement, dated as of June 27, 2026 (the "Rollover Agreement"), by QIA Retail Holding LLC ("QIA Retail"), a Qatar limited liability company and a wholly-owned subsidiary of the Reporting Person, with Gaia Purchaser Parent, LLC, a Delaware limited liability company ("Topco"), an indirect parent company of Gaia Purchaser, Inc., a Delaware corporation ("Parent"), with respect to the shares of Class A Common Stock held of record by QIA Retail. Reference is made to that certain Agreement and Plan of Merger (the "Merger Agreement"), dated as of May 2, 2026, by and among the Issuer, Parent and Gaia Merger Sub, Inc., a Delaware corporation ("Merger Sub"), pursuant to which, Merger Sub will be merged with and into the Issuer (the "Merger"), with the Issuer surviving as a wholly owned subsidiary of Parent.
Item 4.	Purpose of Transaction
	Item 4 of the Schedule 13D is hereby supplemented and amended to add the following information: Rollover Agreement QIA Retail and Topco have entered into the Rollover Agreement in connection with, and in anticipation of the consummation of, the Merger. On the terms and subject to the conditions set forth in the Rollover Agreement, QIA Retail has agreed, immediately prior to the effective time of the Merger, to contribute 34,210,526 (or such lower number of shares equal to the value of the Exchange Units divided by $9.50 per share) of its shares of Class A Common Stock (the "Rollover Shares"), having an aggregate value equal to $325 million (or such lower amount solely to the extent required to achieve a 9.9% common equity ownership in Topco on a fully diluted basis), to Topco in exchange for newly issued limited liability company interests in Topco having equivalent aggregate value (the "Exchange Units", such transaction, the "Rollover"). The Rollover Shares contributed to Topco by QIA Retail will be distributed to Parent immediately following receipt thereof, and as a result of the Merger, will be cancelled and extinguished without any conversion thereof or consideration paid therefor. Following the closing of the Rollover, QIA Retail will own no more than 9.9% of the common equity interests in Topco. QIA Retail will receive standard minority economic protections commensurate with its level of investment, with no board seats (and only one non-voting board observer seat), in connection with the Rollover. Pursuant to the Rollover Agreement, QIA Retail may, upon written notice to Topco at least 10 Business Days prior to anticipated closing date of the Merger, distribute all or a portion of the Rollover Shares to any of its equityholders prior to closing of the Merger, provided that (x) such equityholder is under common control with QIA Retail, (y) such equityholder has executed a joinder to the Rollover Agreement, and (z) such distribution would not (A) impede or delay the obtaining of any governmental clearances or consents, or the expiration or termination of any applicable waiting period in each case required in connection with the consummation of the Merger or that are otherwise material and reasonably necessary to consummate the transactions contemplated by the Merger Agreement (the "Transactions") or the Rollover (collectively, "Transaction Approvals") beyond the time that the Merger was expected to occur, (B) materially increase the risk of a governmental order prohibiting the Transactions or the Rollover, (C) require additional governmental clearances or consents with respect to the Transactions or the Rollover, or (D) impose additional liability on Topco or its affiliates. The Rollover is conditioned on, among other things, the contemporaneous consummation of the Merger in accordance with the terms of the Merger Agreement. QIA Retail's prior written consent is required for any amendment to the Merger Agreement in a manner that would increase the cash consideration of $9.50 per share of Class A Common Stock payable in connection with the Merger (the "Per Share Price") or change the form of the Per Share Price (the "Price Change"). If QIA Retail does not approve such amendment or waive its consent right, the Rollover Agreement will be terminated automatically. The Rollover Agreement will terminate automatically upon the earliest of (i) mutual written consent of Topco and QIA Retail, (ii) valid termination of the Merger Agreement, provided that the transactions contemplated thereby have not been consummated, (iii) upon written notice from Topco to QIA Retail, following reasonable good faith consultation with QIA Retail, of the reasonably likely failure to obtain any Transaction Approvals prior to the earlier of (A) the Termination Date (as defined in and as it may be extended pursuant to the Merger Agreement) or (B) consummation of the Merger, or (iv) QIA Retail's failure to approve the Price Change or waive its consent right with respect thereto. The foregoing description of the Rollover Agreement and the transactions contemplated thereby does not purport to be complete and is subject to and qualified in its entirety by reference to the Rollover Agreement, a copy of which is filed as Exhibit 1 to this Amendment and is incorporated herein by reference.
Item 5.	Interest in Securities of the Issuer
(a)	Item 5 of the Schedule 13D is hereby supplemented and amended as follows: The Reporting Person has sole voting and dispositive power over 87,659,000 Class A Common Stock, representing 16.8% of the outstanding Class A Common Stock
(b)	(i) Sole power to vote or direct the vote: 87,659,000 (ii) Shared power to vote or direct the vote: 0 (iii) Sole power to dispose or direct the disposition: 87,659,000 (iv) Shared power to dispose or direct the disposition: 0
(c)	The Reporting Person has not effected any transactions in Class A Common Stock during the past sixty days.
(d)	To the best knowledge of the Reporting Person, no person other than the Reporting Person has the right to receive or the power to direct the receipt of dividends from, or the proceeds from the sale of, the securities beneficially owned by the Reporting Person.
(e)	Not applicable
Item 6.	Contracts, Arrangements, Understandings or Relationships With Respect to Securities of the Issuer
	Item 6 of the Schedule 13D is hereby supplemented by incorporating by reference Item 4 of this Amendment No. 2.
Item 7.	Material to be Filed as Exhibits.
	Exhibit No. Description 1 Rollover Agreement, dated as of June 27, 2026, by and between QIA Retail and Topco.

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.

Qatar Investment Authority

Signature:	/s/ Mohammed Fahad Al Khulaifi
Name/Title:	Mohammed Fahad Al Khulaifi/Head of Compliance
Date:	06/29/2026