GBTG: American Express (10% Owner) Sells Shares in Merger

What Happened American Express Co., through its indirect subsidiary American Express International, Inc. (Amex HoldCo.), a 10% owner of Global Business Travel Group, Inc. (GBTG), disposed of 157,786,199 Class A common shares in connection with GBTG’s merger on September 29, 2026. Under the merger agreement, each Class A share was converted into $9.50 in cash, implying gross consideration of approximately $1.499 billion for those shares. At the effective time of the merger Amex HoldCo. also ceased to hold 5,637,394 C ordinary shares of GBT JerseyCo Limited; no per-share cash amount for the C shares is stated in the filing. These were dispositions tied to the corporate transaction (conversion to merger consideration), not open-market sales.

Key Details

• Transaction date: September 29, 2026 (Effective Time of the merger). Form 4 filed October 1, 2026.
• Consideration: Class A common shares converted to $9.50 per share; 157,786,199 × $9.50 ≈ $1.499B.
• Other securities: 5,637,394 C ordinary shares of GBT JerseyCo Limited were also relinquished at the Effective Time (no price listed).
• Shares owned after transaction: Reporting person no longer beneficially owned any Class A common shares or C ordinary shares.
• Footnotes: F1 — transactions exempt from Section 16(b) short-swing profit rules; F2/F3 — describe merger conversion and cessation of holdings.
• Filing timeliness: Form 4 filed two days after the transaction date; no late filing indicated.
• Remark: The reporting person may previously have been deemed a director by deputization for Section 16 purposes.

Context This filing reflects an institutional disposition tied to a corporate merger (cash-out at a fixed merger price), not a typical insider sale or purchase signaling trading intent. As a 10% owner and not an executive trade here, the transaction is primarily a contractual conversion of shares under the merger agreement and is exempt from Section 16(b) treatment.