Global Business Travel (GBTG) Director Michael O'Hara Sells Shares in Merger

What Happened Michael Gregory O'Hara, a director of Global Business Travel Group, Inc. (GBTG), had multiple holdings converted/disposed to the issuer on September 29, 2026 as part of a completed merger. The filing shows three dispositions: 19,964,270 shares, 97,097 shares, and 23,429 shares — a total of 20,084,796 shares. Per the Merger Agreement (footnote), each share was converted into the right to receive $9.50 in cash, making the total cash consideration approximately $190,805,562. These were dispositions to the issuer under the merger (not open-market sales).

Key Details

• Transaction date: 2026-09-29 (Effective Time of the Merger).
• Transaction type/code: Disposition to issuer (D) due to the Merger Agreement; filing lists price as N/A but footnote states $9.50 per share.
• Shares disposed: 19,964,270; 97,097; 23,429 — total 20,084,796 shares.
• Cash received (per footnote): 20,084,796 × $9.50 ≈ $190,805,562.
• Shares owned after transaction: 0 (shares were cancelled/converted at the Effective Time).
• Notable footnotes:
  • F1/F2: Conversion/cancellation of common stock and RSUs into cash at $9.50/share under the Merger Agreement.
  • F3/F4: Many reported securities were held through entities (PecosCo LP, HMC Juweel LP, Certares entities, Clementine Holdings) and the reporting person disclaims beneficial ownership except for pecuniary interest.
• Filing timeliness: Report filed the same day as the Effective Time (no late filing indicated).

Context These dispositions were automatic cash-out conversions under the merger that made GBTG a wholly owned subsidiary of Gaia Purchaser, Inc. This is not an open-market sale and therefore is a transaction driven by deal terms rather than an insider trading decision. RSUs outstanding were also cashed out per the agreement. The entity/ownership footnotes indicate indirect holdings and a disclaimer of beneficial ownership beyond pecuniary interest.