[SCHEDULE 13D/A] Global Business Travel Group, Inc. Amended Major Shareholder Report

Expedia Group, Inc. filed Amendment No. 3 to its Schedule 13D on Global Business Travel Group, Inc., updating its reported ownership and related agreements.

Rhea-AI Filing Summary

Expedia Group, Inc. filed Amendment No. 3 to its Schedule 13D on Global Business Travel Group, Inc., updating its reported ownership and related agreements. Expedia reports beneficial ownership of 74,849,607 shares of Class A common stock, representing 14.3% of the class, based on 523,999,668 shares outstanding as of March 5, 2026.

Expedia has sole voting and dispositive power over these shares, held of record by Expedia HoldCo. The amendment also references a new Voting and Support Agreement dated May 2, 2026 among Global Business Travel Group, Gaia Purchaser, Gaia Merger Sub and EG Corporate Travel Holdings LLC. Expedia notes it may be deemed part of a Section 13(d) “group” with QIA and Amex HoldCo under an Amended and Restated Shareholders Agreement, but expressly disclaims such group membership.

Insights

Equity ownership & M&A governance analyst

Expedia reaffirms a 14.3% GBTG stake and adds a new voting pact reference.

Expedia Group, Inc. reports beneficial ownership of 74,849,607 Class A shares of Global Business Travel Group, equaling 14.3% of the class based on 523,999,668 shares outstanding as of March 5, 2026. It holds sole voting and dispositive power over this stake through Expedia HoldCo.

The amendment highlights a Voting and Support Agreement dated May 2, 2026 among Global Business Travel Group, Gaia Purchaser, Gaia Merger Sub and EG Corporate Travel Holdings LLC, suggesting coordinated voting in connection with a corporate transaction. Expedia also acknowledges it may be deemed part of a Section 13(d) “group” with QIA and Amex HoldCo under an Amended and Restated Shareholders Agreement, while explicitly disclaiming group membership.

The filing states Expedia has not traded Global Business Travel Class A shares in the past sixty days. Future company disclosures may describe how the voting agreement operates alongside Expedia’s 14.3% position and any potential transaction involving Gaia Purchaser and Gaia Merger Sub.

Key Figures

Beneficial ownership: 74,849,607 shares Ownership percentage: 14.3% Shares outstanding: 523,999,668 shares +3 more

6 metrics

Beneficial ownership 74,849,607 shares Class A common stock beneficially owned by Expedia Group, Inc.

Ownership percentage 14.3% Percent of Class A common stock represented by Expedia’s holdings

Shares outstanding 523,999,668 shares Class A common stock issued and outstanding as of March 5, 2026

Sole voting power 74,849,607 shares Shares over which Expedia has sole power to vote

Sole dispositive power 74,849,607 shares Shares over which Expedia has sole power to dispose

Event date May 2, 2026 Date of event requiring the amended Schedule 13D filing

Key Terms

beneficially owned, sole voting power, Schedule 13D, Voting and Support Agreement, +2 more

6 terms

beneficially owned financial

"The aggregate number and percentage of the Class A Common Stock beneficially owned by the Reporting Person is calculated..."

Beneficially owned describes securities or assets where a person has the economic rights and control—such as the right to receive dividends and to direct voting—even if legal title is held in another name. Think of it like having the keys and using a car that’s registered to someone else: you get the benefits and make decisions. Investors care because beneficial ownership reveals who truly controls value and voting power, affecting corporate decisions and takeover dynamics.

sole voting power financial

"Sole voting power: 74,849,607 Shared power to vote: 0"

Sole voting power is the exclusive right to cast votes attached to a shareholder’s stock without needing approval from anyone else. Like holding the only remote control for a TV, it lets that holder decide corporate matters such as board members, mergers, and policy changes, making it important to investors because it concentrates control and can strongly influence a company’s strategy and the value of its shares.

Schedule 13D regulatory

"If the filing person has previously filed a statement on Schedule 13G to report the acquisition..."

A Schedule 13D is a legal document that investors file with regulators when they buy a large enough stake in a company to potentially influence its management or decisions. It provides details about the investor’s intention, ownership stake, and plans, helping other investors understand who is gaining control and what their motives might be.

Voting and Support Agreement regulatory

"Exhibit 1: Voting and Support Agreement, dated as of May 2, 2026, by and among Global Business Travel Group, Inc...."

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.

Section 13(d) regulatory

"may be deemed to be in a "group" with QIA ... for purposes of Section 13(d) of the Securities Exchange Act of 1934"

A Section 13(d) filing is a public disclosure required under U.S. securities law when a person or group acquires more than 5% of a company’s registered equity and may influence control. The filer must report who owns the shares, how they were acquired, and any plans or intentions for the company, so the market and other shareholders can see if a large buyer is attempting a takeover or other strategic move. Think of it like a formal announcement that someone has crossed a threshold and is showing their hand.

group regulatory

"This filing shall not be deemed an admission that such persons constitute a "group" for purposes of Section 13(d)..."

FAQ

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

How many Global Business Travel Group (GBTG) shares does Expedia beneficially own?

Expedia Group beneficially owns 74,849,607 shares of Global Business Travel Group Class A common stock. This represents 14.3% of the class, calculated using 523,999,668 Class A shares issued and outstanding as of March 5, 2026, as stated in the filing.

What percentage of Global Business Travel Group’s Class A stock does Expedia hold?

Expedia holds 14.3% of Global Business Travel Group’s Class A common stock. This percentage is based on 523,999,668 Class A shares issued and outstanding as of March 5, 2026, and corresponds to Expedia’s beneficial ownership of 74,849,607 shares reported in the amendment.

Does Expedia have sole voting power over its GBTG shares?

Yes. Expedia Group reports sole power to vote and sole power to dispose of 74,849,607 Global Business Travel Group Class A shares. It reports zero shared voting power and zero shared dispositive power, indicating full control over voting and disposition for its reported position.

Has Expedia traded GBTG Class A shares in the last 60 days?

No. The filing states that the reporting person has not effected any transaction in Global Business Travel Group Class A common stock during the past sixty days. This means the reported 74,849,607-share position reflects holdings without recent trading activity in that period.

What new agreement related to GBTG is referenced in Expedia’s Schedule 13D amendment?

The amendment adds a Voting and Support Agreement dated May 2, 2026. This agreement is among Global Business Travel Group, Gaia Purchaser, Inc., Gaia Merger Sub, Inc. and EG Corporate Travel Holdings LLC, and is filed as an exhibit and incorporated by reference into the disclosure.

Is Expedia part of a Section 13(d) group regarding GBTG shares?

The filing notes Expedia may be deemed part of a “group” with QIA and Amex HoldCo under an Amended and Restated Shareholders Agreement. However, Expedia expressly disclaims that such persons constitute a group for Section 13(d) purposes, limiting any implied joint ownership characterization.

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

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Accepted by SEC EDGAR 05/05/2026 - 02:51 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)

Michael Marron, Esq.
1111 Expedia Group Way W.,
Seattle, WA, 98119
(206) 481-4252

(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

Expedia Group, Inc.

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

DELAWARE

Number of Shares Beneficially Owned by Each Reporting Person With:

7	Sole Voting Power 74,849,607.00
8	Shared Voting Power 0.00
9	Sole Dispositive Power 74,849,607.00
10	Shared Dispositive Power 0.00

11

Aggregate amount beneficially owned by each reporting person

74,849,607.00

12

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

13

Percent of class represented by amount in Row (11)

14.3 %

14

Type of Reporting Person (See Instructions)

CO

Comment for Type of Reporting Person:

(1) Percent of Class reported in Row (13) is based on 523,999,668 shares of Class A Common Stock issued and outstanding as of March 5, 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, 666 THIRD AVENUE, NEW YORK, NEW YORK , 10017.
Item 1 Comment: Item 1 of the Schedule 13D is not amended.
Item 2.	Identity and Background
(a)	Item 2 of the Schedule 13D is not amended hereby. The information set forth in Item 2 of the Schedule 13D, as previously amended, is incorporated herein by reference.
Item 3.	Source and Amount of Funds or Other Consideration
	Item 3 of the Schedule 13D is not amended hereby.
Item 4.	Purpose of Transaction
	EXPLANATORY NOTE: 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 12, 2023 and Amendment No. 2 thereto filed on January 16, 2024, with respect to the Class A 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 of the Schedule 13D is hereby amended by adding the following: Voting Agreement On May 2, 2026, the Issuer entered into an Agreement and Plan of Merger (the "Merger Agreement") with Gaia Purchaser, Inc., a Delaware corporation ("Parent"), and Gaia Merger Sub, Inc., a Delaware corporation and wholly owned subsidiary of Parent ("Merger Sub"), pursuant to which the Issuer is to be acquired by Long Lake Management Holdings Inc. Pursuant to the Merger Agreement, Merger Sub will be merged with and into the Issuer (the "Merger"), with the Issuer surviving as a wholly owned subsidiary of Parent. In connection with the Merger Agreement, Expedia HoldCo entered into a voting and support agreement with the Issuer, Parent and Merger Sub (the "Voting Agreement"), pursuant to which Expedia HoldCo agreed to, among other things, vote or execute consents with respect to all of its shares of Class A Common Stock in favor of the adoption of the Merger Agreement and approval of the Merger and against any Acquisition Proposal (as defined in the Voting Agreement), and not to transfer any of its shares of Class A Common Stock until the termination of the Voting Agreement, subject to certain exceptions, in each case subject to certain terms and conditions contained therein. The Voting Agreement will terminate upon the earliest to occur, among other events, of (i) the termination of the Merger Agreement, (ii) the effective time of the Merger, (iii) the adoption or execution of an Adverse Amendment (as defined in the Voting Agreement) to the Merger Agreement and (iv) November 2, 2026, subject to extension under certain circumstances to February 2, 2027. The foregoing summary does not purport to be complete, and is qualified in its entirety by reference to the Voting Agreement, filed herewith as Exhibit 1 incorporated herein by reference.
Item 5.	Interest in Securities of the Issuer
(a)	Item 5 of the Schedule 13D is hereby amended and restated in its entirety as set forth in this Item 5. The response to Item 6 of this Amendment and to Items 2, 3, 4 and 6 of the Schedule 13D are incorporated into this Item 5 by reference. The aggregate number and percentage of the Class A Common Stock beneficially owned by the Reporting Person is calculated in accordance with Rule 13d-3. Reporting Person: Expedia Group, Inc. - 74,849,607 shares - 14.3% of Class A Common Stock outstanding. (1) Based on 523,999,668 shares of Class A Common Stock issued and outstanding as of March 5, 2026. (2) Consists of securities held of record by Expedia HoldCo. By virtue of the Amended and Restated Shareholders Agreement (as defined in Item 6) and the obligations and rights thereunder, the Reporting Person may be deemed to be in a "group" with QIA (as defined in Item 6) and Amex HoldCo. for purposes of Section 13(d) of the Securities Exchange Act of 1934, as amended (the "Exchange Act"). This filing shall not be deemed an admission that such persons constitute a "group" for purposes of Section 13(d) of the Exchange Act and the Reporting Person expressly disclaims such group membership.
(b)	Sole power to vote: 74,849,607 Shared power to vote: 0 Sole power to dispose: 74,849,607 Shared power to dispose: 0
(c)	The Reporting Person has not effected any transaction in shares of Class A Common Stock during the past sixty (60) 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 amended by adding the following: Item 4 above summarizes certain provisions of the Voting Agreement and is incorporated herein by reference. A copy of such agreement is attached as an exhibit to this Schedule 13D and is incorporated herein by reference.
Item 7.	Material to be Filed as Exhibits.
	Exhibit 1: Voting and Support Agreement, dated as of May 2, 2026, by and among Global Business Travel Group, Inc., Gaia Purchaser, Inc., Gaia Merger Sub, Inc. and EG Corporate Travel Holdings LLC.

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.

Expedia Group, Inc.

Signature:	Michael Marron
Name/Title:	Senior Vice President, Legal and Assistant Secretary
Date:	05/05/2026