Global Business Travel merger leaves QIA with no shares

QIA Retail was entitled to Topco shares for 31,278,962 rollover shares, while 56,380,038 shares carried $9.50 cash rights each.

Rhea-AI Filing Summary

Global Business Travel Group, Inc. completed its merger on September 29, 2026, with Gaia Merger Sub, Inc. merging into the issuer; the issuer survived as a wholly owned subsidiary of Gaia Purchaser, Inc. At the effective time, each outstanding Class A share, other than shares excluded or treated differently under the merger agreement, converted into the right to receive $9.50 in cash.

Before closing, QIA Retail Holding LLC, a wholly owned subsidiary of Qatar Investment Authority, held 87,659,000 issuer shares. It contributed 31,278,962 shares to Topco under the rollover agreement and the remaining 56,380,038 shares converted into cash rights at $9.50 each. Following the merger and rollover, Qatar Investment Authority ceased beneficially owning GBTG shares; its reported ownership was 0 shares. The Voting and Support Agreement terminated automatically when the merger was consummated.

Key Figures

Cash consideration per eligible Class A share: $9.50 per share QIA Retail shares held before closing: 87,659,000 shares Rollover shares: 31,278,962 shares +2 more

5 metrics

Cash consideration per eligible Class A share $9.50 per share Right to receive cash at the effective time of the merger

QIA Retail shares held before closing 87,659,000 shares Held by QIA Retail Holding LLC before closing

Rollover shares 31,278,962 shares Contributed, transferred and assigned to Topco before the effective time

Shares converted to cash rights 56,380,038 shares QIA Retail shares converted into the right to receive $9.50 per share

Qatar Investment Authority beneficial ownership after transaction 0 shares After the merger and rollover transactions

Key Terms

Effective Time, Rollover Shares, Voting and Support Agreement

3 terms

Effective Time technical

"at the effective time of the Merger"

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.

Rollover Shares technical

"the Rollover Shares ... issued and outstanding immediately prior"

Voting and Support Agreement technical

"The Voting and Support Agreement ... terminated automatically"

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.

FAQ

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

What happened to Qatar Investment Authority’s GBTG shares in the merger?

QIA Retail Holding LLC, a wholly owned subsidiary of Qatar Investment Authority, contributed 31,278,962 shares to Topco and was entitled to Topco common stock for them. Its remaining 56,380,038 shares converted into the right to receive $9.50 per share in cash.

Does Qatar Investment Authority still beneficially own GBTG shares?

No. After the merger and rollover transactions, Qatar Investment Authority reported 0 shares beneficially owned in Global Business Travel Group.

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

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Available on EDGAR 09/29/2026 - 03:05 PM Accepted by SEC EDGAR 09/29/2026 - 03:05 PM Learn about SEC filing dates

SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

SCHEDULE 13D

Under the Securities Exchange Act of 1934

(Amendment No. 3)

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)

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

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 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)

OO

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. 3 to the Schedule 13D (the "Amendment No. 3") 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") and Amendment No. 2, dated June 29, 2026 (the "Amendment No. 2"). Except as amended and supplemented by the Amendment No. 1, the Amendment No. 2 and the Amendment No. 3, the Schedule 13D remains unchanged.
Item 4.	Purpose of Transaction
	Item 4 of the Schedule 13D is hereby supplemented and amended to add the following information: On September 29, 2026, the Issuer, Gaia Purchaser, Inc., a Delaware corporation ("Parent"), and Gaia Merger Sub, Inc., a Delaware corporation ("Merger Sub"), completed the previously announced transactions contemplated by that certain Agreement and Plan of Merger, dated as of May 2, 2026 (the "Merger Agreement"), by and among the Issuer, Parent and Merger Sub. Upon the consummation of the transactions contemplated by the Merger Agreement (and on the terms and subject to the conditions set forth therein), among other things, (a) Merger Sub merged with and into the Issuer (the "Merger"), with the Issuer surviving the Merger as the surviving corporation and as a wholly-owned subsidiary of Parent, (b) upon the terms and subject to the conditions set forth in the Merger Agreement, at the effective time of the Merger (the "Effective Time"), each share of Class A common stock, par value $0.0001 per share, of the Company ("Company Common Stock") issued and outstanding as of immediately prior to the Effective Time (other than shares excluded or treated as set forth in the Merger Agreement) was automatically cancelled, extinguished and converted into the right to receive cash in an amount equal to $9.50, without interest thereon and (c) the Rollover Shares (as defined in that certain Rollover Agreement, dated as of June 27, 2026 (the "Rollover Agreement"), by and between QIA Retail Holding LLC ("QIA Retail"), a Qatar limited liability company and a wholly-owned subsidiary of the Reporting Person, and Gaia Purchaser Parent, LLC, a Delaware limited liability company ("Topco"), an indirect parent company of Parent), issued and outstanding immediately prior to the Effective Time were cancelled and, pursuant to the Rollover Agreement, QIA Retail was entitled to receive shares of the common stock of Topco in respect thereof. Prior to the Closing, QIA Retail held an aggregate amount of 87,659,000 shares of Company Common Stock, of which (x) immediately prior to the Effective Time, 31,278,962 shares of such Company Common Stock were contributed, transferred and assigned to Topco in accordance with the Rollover Agreement, and (y) at the Effective Time, the remaining 56,380,038 shares were each automatically cancelled, extinguished and converted into the right to receive cash in an amount equal to $9.50 in accordance with the Merger Agreement. As a result of the Merger and the transactions contemplated by the Rollover Agreement, the Reporting Person ceased to beneficially own any shares of Company Common Stock. The Voting and Support Agreement, dated as of May 3, 2026, entered into by and among QIA Retail, the Issuer, Parent, and Merger Sub, terminated automatically upon consummation of the Merger.
Item 5.	Interest in Securities of the Issuer
(a)	Item 5 of the Schedule 13D is hereby supplemented and amended as follows: As a result of the consummation of the Merger and the transactions contemplated by the Rollover Agreement, as described in Item 4, the Reporting Person ceased to beneficially own any shares of Company Common Stock.
(b)	(i) Sole power to vote or direct the vote: 0 (ii) Shared power to vote or direct the vote: 0 (iii) Sole power to dispose or direct the disposition: 0 (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. 3.

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:	09/29/2026