Global Business Travel (NYSE: GBTG) holder AmEx signs voting deal for merger

Rhea-AI Filing Summary

American Express Company filed an amended Schedule 13D reporting beneficial ownership of 157,786,199 shares of Global Business Travel Group, Inc. Class A common stock, representing 30.1% of the class based on 523,342,918 shares outstanding as of March 17, 2026.

On May 2, 2026, an AmEx affiliate, Amex HoldCo., entered into a Voting and Support Agreement with the issuer, Gaia Purchaser, Inc. and Gaia Merger Sub, Inc. tied to an Agreement and Plan of Merger. Amex HoldCo. agreed to vote its current and future Stockholder Securities in favor of the merger-related transactions, refrain from transferring these securities with limited exceptions, and comply with restrictions aligned to the merger’s non-solicitation provisions.

The Voting and Support Agreement will end upon closing of the merger transactions, termination of the Merger Agreement, or other specified events. Subject to closing, the existing Shareholders Agreement will be terminated with certain provisions surviving, and the reporting person expects to dispose of its Stockholder Securities in the merger, which remains subject to regulatory approval and customary closing conditions.

Insights

M&A and ownership structure analyst

AmEx locks in support for GBTG merger and plans full exit.

American Express, through Amex HoldCo., reports beneficial ownership of 157,786,199 Global Business Travel Group shares, or 30.1% of the Class A common stock. This confirms its status as a major shareholder with significant influence over corporate actions.

The new Voting and Support Agreement commits Amex HoldCo. to vote all of its current and future Stockholder Securities in favor of the transactions under the Agreement and Plan of Merger. It also restricts transfers and solicitation activities, aligning AmEx with the buyer group until the merger closes or the agreement terminates.

Subject to closing, the Shareholders Agreement will terminate, and AmEx expects to dispose of its Stockholder Securities in the merger, indicating a potential full exit from its equity position. Actual outcomes depend on regulatory approvals and satisfaction of customary closing conditions referenced for the May 2, 2026 merger agreement.

Key Figures

Beneficial ownership: 157,786,199 shares Ownership percentage: 30.1% Shares outstanding: 523,342,918 shares +1 more

4 metrics

Beneficial ownership 157,786,199 shares Class A common stock held by American Express Company

Ownership percentage 30.1% Percent of GBTG Class A common stock represented by AmEx holdings

Shares outstanding 523,342,918 shares GBTG Class A common stock outstanding as of March 17, 2026

Event date May 2, 2026 Date of event triggering Schedule 13D/A Amendment No. 3

Key Terms

Voting and Support Agreement, Agreement and Plan of Merger, Stockholder Securities, non-solicitation provisions, +1 more

5 terms

Voting and Support Agreement financial

"entered into a voting and support agreement (the "Voting and Support Agreement") in connection"

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.

Agreement and Plan of Merger financial

"in connection with the Agreement and Plan of Merger (the "Merger Agreement"), dated as of May 2, 2026"

An Agreement and Plan of Merger is a formal document where two companies agree to combine into one, outlining how the process will happen. It’s like a step-by-step plan for merging, and it matters because it shows both sides have agreed on the details before the official transition takes place.

Stockholder Securities financial

"during the term of the Voting and Support Agreement (the "Stockholder Securities") and take certain other actions"

non-solicitation provisions financial

"prohibited from taking under the non-solicitation provisions of the Merger Agreement, subject to certain exceptions"

A non-solicitation provision is a contract clause that prevents a party from actively trying to hire away a company’s employees or poach its customers and vendors for a set time. Think of it as a “no-steal” promise that protects relationships a business relies on; for investors it matters because such clauses can preserve workforce stability, revenue streams, and the value of an acquisition, while their absence or enforcement risk can affect future costs and growth.

Shareholders Agreement financial

"subject to and effective upon the closing of the transactions contemplated by the Merger Agreement, the Shareholders Agreement will be 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.

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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)

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)

05/02/2026

(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 157,786,199.00
8	Shared Voting Power 0.00
9	Sole Dispositive Power 157,786,199.00
10	Shared Dispositive Power 0.00

11

Aggregate amount beneficially owned by each reporting person

157,786,199.00

12

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

13

Percent of class represented by amount in Row (11)

30.1 %

14

Type of Reporting Person (See Instructions)

CO

Comment for Type of Reporting Person:

The percentage reported in Row 13 is based on 523,342,918 shares of Class A common stock, par value $0.0001 per share (the "Common Stock"), issued and outstanding as of as of March 17, 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, 4th Floor, New York, NEW YORK , 10017.
Item 1 Comment: This Amendment No. 3 (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 and Amendment No. 2 thereto filed on January 16, 2024, 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.
Item 4.	Purpose of Transaction
	Item 4 of the Schedule 13D is hereby amended by adding the following: On May 2, 2026, the Issuer, Gaia Purchaser, Inc., a Delaware corporation ("Parent"), Gaia Merger Sub, Inc., a Delaware corporation and a wholly-owned subsidiary of Parent ("Merger Sub"), and Amex HoldCo. entered into a voting and support agreement (the "Voting and Support Agreement") in connection with the Agreement and Plan of Merger (the "Merger Agreement"), dated as of May 2, 2026, by and among the Issuer, Parent and Merger Sub. The Voting and Support Agreement requires that Amex HoldCo., subject to certain limited qualifications, vote the shares of Common Stock of which Amex HoldCo. is the record and beneficial owner (within the meaning of Rule 13d-3 under the Exchange Act) as of May 2, 2026, together with any shares of Common Stock or other voting securities of the Issuer that Amex HoldCo. or its controlled Affiliates may thereafter acquire or otherwise come to beneficially own during the term of the Voting and Support Agreement (the "Stockholder Securities") and take certain other actions (or not take certain other actions, as applicable) in furtherance of the transactions contemplated by the Merger Agreement. Amex HoldCo. has also agreed not to transfer any Stockholder Securities or any related equity interests of the Issuer during the term of the Voting and Support Agreement, subject to certain exceptions. The Voting and Support Agreement also restricts Amex HoldCo. and its controlled Affiliates from taking any action that the Issuer or its subsidiaries would be prohibited from taking under the non-solicitation provisions of the Merger Agreement, subject to certain exceptions. In addition, the Voting and Support Agreement provides that, subject to and effective upon the closing of the transactions contemplated by the Merger Agreement, the Shareholders Agreement will be terminated, subject to certain surviving provisions. The Voting and Support Agreement will terminate upon the earliest to occur of the closing of the transactions contemplated by the Merger Agreement, the termination of the Merger Agreement in accordance with its terms and certain other specified events. The foregoing description of the Voting and Support Agreement does not purport to be complete and is qualified in its entirety by reference to the full text of such agreement filed as an exhibit to this Amendment, and incorporated herein by reference. In accordance with the Voting and Support Agreement, the Reporting Person plans to cause Amex HoldCo. to vote its Stockholder Securities in furtherance of the transactions contemplated by the Merger Agreement, and expects to dispose of its Stockholder Securities pursuant to such transactions upon the closing thereof, which remain subject to regulatory approval and other customary closing conditions.
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.
Item 7.	Material to be Filed as Exhibits.
	1. Form of Voting Agreement by and among Gaia Purchaser, Inc., Gaia Merger Sub, Inc., Global Business Travel Group, Inc. and certain stockholders of Global Business Travel Group, Inc. (incorporated by reference to Exhibit 10.1 to the Current Report on Form 8-K filed by the Issuer on May 4, 2026).

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:	05/04/2026

FAQ

How many GBTG shares does American Express beneficially own according to this filing?

American Express reports beneficial ownership of 157,786,199 shares of Global Business Travel Group Class A common stock. This represents a large strategic stake and gives AmEx substantial voting power over key corporate decisions, especially in the context of the disclosed merger transaction.

What percentage of Global Business Travel Group (GBTG) does American Express hold?

American Express holds 30.1% of Global Business Travel Group’s Class A common stock. This percentage is calculated using 523,342,918 shares outstanding as of March 17, 2026, giving AmEx significant influence as a major shareholder in the company’s governance matters.

What is the Voting and Support Agreement involving American Express and GBTG?

The Voting and Support Agreement requires Amex HoldCo. to vote its GBTG Stockholder Securities in favor of transactions under the Agreement and Plan of Merger. It also limits transfers and certain solicitation-related actions during the agreement’s term, aligning AmEx with the proposed merger structure.

How does the merger agreement affect American Express’s stake in Global Business Travel Group?

In connection with the merger agreement, American Express expects to dispose of its Stockholder Securities upon closing of the transactions. This means its large equity position in Global Business Travel Group would be exited through the merger, assuming regulatory approvals and customary conditions are satisfied.

When does the Voting and Support Agreement for GBTG terminate?

The Voting and Support Agreement terminates upon the earliest of closing of the merger transactions, termination of the Merger Agreement according to its terms, or other specified events. Until then, Amex HoldCo. remains bound to vote and act as outlined in the agreement’s provisions.

What happens to the existing Shareholders Agreement for GBTG under this amendment?

The amendment states that, subject to and effective upon closing of the merger transactions, the existing Shareholders Agreement will be terminated. Certain provisions will survive, but the main agreement will cease, reflecting a change in the company’s post-merger ownership framework.