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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

_____________________________________________________________

FORM 10-Q

_______________________________________________________________________________________

(Mark One)


x			QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

FOR THE QUARTERLY PERIOD ENDED SEPTEMBER 30, 2025


o			TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

FOR THE TRANSITION PERIOD FROM _____ TO _____

Commission File Number: 001-39576

_____________________________________________________________

Global Business Travel Group, Inc.

(Exact Name of Registrant as Specified in its Charter)

_____________________________________________________________


Delaware			98-0598290
(State or other jurisdiction of incorporation or organization)			(I.R.S. Employer Identification No.)
666 3rd Avenue, 4th Floor New York, NY 10017 (Address of principal executive offices) (Zip Code)

Registrant’s telephone number, including area code: (646) 344-1290

Securities registered pursuant to Section 12(b) of the Act:

Title of each class

Trading Symbol(s)

Name of each exchange on which registered

Class A common stock, par value $0.0001 per share

GBTG

The New York Stock Exchange

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes x No o

Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). Yes x No o

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.

Large accelerated filer

Accelerated filer

Non-accelerated filer

Smaller reporting company

Emerging growth company

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. o

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes ☐ No x

As of November 6, 2025, 523,526,133 shares of the registrant's Class A common stock, $0.0001 par value, were outstanding.

Table of Contents


		Page

	PART I. FINANCIAL INFORMATION
Item 1.	Consolidated Financial Statements
	Consolidated Balance Sheets as of September 30, 2025 (Unaudited) and December 31, 2024	2
	Consolidated Statements of Operations for the Three and Nine Months Ended September 30, 2025 and 2024 (Unaudited)	3
	Consolidated Statements of Comprehensive (L oss) Income for the Three and Nine Months Ended September 30, 2025 and 2024 (Unaudited)	4
	Consolidated Statements of Cash Flows for the Nine Months Ended September 30, 2025 and 2024 (Unaudited)	5
	Consolidated Statements of Changes in Total Shareholders’ Equity for the Three and Nine Months Ended September 30, 2025 and 2024 (Unaudited)	6
	Notes to the Consolidated Financial Statements (Unaudited)	7
Item 2.	Management’s Discussion and Analysis of Financial Condition and Results of Operations	28
Item 3.	Quantitative and Qualitative Disclosures About Market Risk	44
Item 4.	Controls and Procedures	45

	PART II. OTHER INFORMATION
Item 1.	Legal Proceedings	46
Item 1A.	Risk Factors	46
Item 2.	Unregistered Sales of Equity Securities and Use of Proceeds	46
Item 3.	Defaults Upon Senior Securities	47
Item 4.	Mine Safety Disclosures	47
Item 5.	Other Information	47
Item 6.	Exhibits	48
Signatures		49

Table of Contents

PART I. FINANCIAL INFORMATION

ITEM 1. Consolidated Financial Statements

GLOBAL BUSINESS TRAVEL GROUP, INC.

CONSOLIDATED BALANCE SHEETS


(in $ millions, except share and per share data)	September 30, 2025		December 31, 2024
	(Unaudited)
Assets
Current assets:
Cash and cash equivalents	$	427	$	536
Accounts receivable (net of allowance for credit losses of $11 and $10 as of September 30, 2025 and December 31, 2024, respectively)	930		571
Due from affiliates	54		46
Prepaid expenses and other current assets	211		128

Total current assets	1,622		1,281
Property and equipment, net	304		232
Equity method investments	56		14
Goodwill	1,559		1,201
Other intangible assets, net	758		480
Operating lease right-of-use assets	68		59
Deferred tax assets	265		268
Other non-current assets	128		89
Total assets	$	4,760	$	3,624
Liabilities and shareholders’ equity
Current liabilities:
Accounts payable	$	556	$	263
Due to affiliates	30		22
Accrued expenses and other current liabilities	691		461
Current portion of operating lease liabilities	22		15
Current portion of long-term debt	23		19
Total current liabilities	1,322		780
Long-term debt, net of unamortized debt discount and debt issuance costs	1,366		1,365
Deferred tax liabilities	62		36
Pension liabilities	181		156
Long-term operating lease liabilities	64		63
Earnout derivative liabilities	53		133
Other non-current liabilities	178		34
Total liabilities	3,226		2,567
Commitments and Contingencies (see note 9)
Shareholders’ equity:
Class A common stock (par value $0.0001; 3,000,000,000 shares authorized; 538,220,784 and 478,904,677 shares issued, 525,945,634 and 470,904,677 shares outstanding as of September 30, 2025 and December 31, 2024, respectively)	—		—
Additional paid-in capital	3,260		2,827
Accumulated deficit	(1,549)		(1,575)
Accumulated other comprehensive loss	(93)		(146)
Treasury shares, at cost (12,275,150 and 8,000,000 shares as of September 30, 2025 and December 31, 2024, respectively)	(89)		(55)
Total equity of the Company’s shareholders	1,529		1,051
Equity attributable to non-controlling interest in subsidiaries	5		6
Total shareholders’ equity	1,534		1,057
Total liabilities and shareholders’ equity	$	4,760	$	3,624

______________________________________________________

See notes to consolidated financial statements

Table of Contents

GLOBAL BUSINESS TRAVEL GROUP, INC.

CONSOLIDATED STATEMENTS OF OPERATIONS

(Unaudited)


	Three months ended September 30,				Nine months ended September 30,
(in $ millions, except share and per share data)	2025		2024		2025		2024
Revenue	$	674	$	597	$	1,926	$	1,832
Costs and expenses:
Cost of revenue (excluding depreciation and amortization shown separately below)	270		237		743		729
Sales and marketing	108		99		322		297
Technology and content	130		112		370		332
General and administrative	76		75		213		241
Restructuring and other exit charges	29		4		45		10
Depreciation and amortization	49		43		132		138
Total operating expenses	662		570		1,825		1,747
Operating income	12		27		101		85
Interest income	2		2		6		4
Interest expense	(24)		(28)		(71)		(93)
Loss on early extinguishment of debt	—		(38)		(2)		(38)
Fair value movement on earnout derivative liabilities	(26)		(22)		80		(14)
Other loss, net	(4)		(15)		(24)		(9)
(Loss) income before income taxes	(40)		(74)		90		(65)
Provision for income taxes	(24)		(54)		(66)		(55)
Share of income from equity method investments	2		—		4		—


Net (loss) income	(62)		(128)		28		(120)
Less: net income attributable to non-controlling interests in subsidiaries	—		1		2		2
Net (loss) income attributable to the Company’s Class A common stockholders	$	(62)	$	(129)	$	26	$	(122)
Basic (loss) income per share attributable to the Company’s Class A common stockholders	$	(0.13)	$	(0.28)	$	0.06	$	(0.26)
Weighted average number of shares outstanding - Basic	485,823,844		462,291,043		474,195,781		462,763,170
Diluted (loss) income per share attributable to the Company’s Class A common stockholders	$	(0.13)	$	(0.28)	$	0.05	$	(0.26)
Weighted average number of shares outstanding - Diluted	485,823,844		462,291,043		481,688,836		462,763,170

See notes to consolidated financial statements

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GLOBAL BUSINESS TRAVEL GROUP, INC.

CONSOLIDATED STATEMENTS OF COMPREHENSIVE (LOSS) INCOME

(Unaudited)


	Three months ended September 30,				Nine months ended September 30,
(in $ millions)	2025		2024		2025		2024
Net (loss) income	$	(62)	$	(128)	$	28	$	(120)
Other comprehensive (loss) income, net of tax:
Change in currency translation adjustments, net of tax	(6)		46		76		20
Unrealized losses on cash flow hedges, net of tax:
Unrealized gains (losses) on cash flow hedges arising during the period	1		(10)		(15)		(5)
Unrealized gains on cash flow hedges reclassified to interest expense	(2)		(2)		(7)		(6)
Prior service cost arising during the period	—		—		(1)		—
Other comprehensive (loss) income, net of tax	(7)		34		53		9
Comprehensive (loss) income	(69)		(94)		81		(111)
Less: Comprehensive income attributable to non-controlling interests in subsidiaries	—		1		2		2
Comprehensive (loss) income attributable to the Company’s Class A common stockholders	$	(69)	$	(95)	$	79	$	(113)

See notes to consolidated financial statements

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GLOBAL BUSINESS TRAVEL GROUP, INC.

CONSOLIDATED STATEMENTS OF CASH FLOWS

(Unaudited)


	Nine months ended September 30,
(in $ millions)	2025		2024
Operating activities:
Net income (loss)	$	28	$	(120)
Adjustments to reconcile net income (loss) to net cash from operating activities:
Depreciation and amortization	132		138
Deferred tax charge	18		29
Equity-based compensation	58		58
Allowance for credit losses	4		7
Loss on early extinguishment of debt	2		38
Fair value movement on earnout derivative liabilities	(80)		14
Other, net	17		14
Changes in working capital:
Accounts receivable	(129)		24
Prepaid expenses and other current assets	(15)		(26)
Due from affiliates	(8)		(4)
Due to affiliates	(3)		(11)
Accounts payable, accrued expenses and other current liabilities	146		66
Defined benefit pension funding	(20)		(20)
Proceeds from termination of interest rate swap contracts	31		—
Net cash from operating activities	181		207
Investing activities:
Business acquisition, net of cash and restricted cash acquired	(138)		—
Purchase of property and equipment	(90)		(75)
Proceeds from foreign exchange forward contracts	27		—
Other	—		5
Net cash used in investing activities	(201)		(70)
Financing activities:
Proceeds from senior secured term loans	99		1,397
Repayment of senior secured term loans	(110)		(1,372)
Repurchase of common shares	(34)		(55)
Contributions for ESPP and proceeds from exercise of stock options	8		27
Payment of taxes withheld on vesting of equity awards	(42)		(22)

Payment of debt financing costs	—		(25)
Prepayment penalty and other costs related to early extinguishment of debt	—		(26)
Other	(2)		(3)
Net cash used in financing activities	(81)		(79)
Effect of exchange rate changes on cash, cash equivalents and restricted cash	21		3
Net (decrease) increase in cash, cash equivalents and restricted cash	(80)		61
Cash, cash equivalents and restricted cash, beginning of period	561		489
Cash, cash equivalents and restricted cash, end of period	$	481	$	550
Supplemental cash flow information:
Cash paid for income taxes, net	$	45	$	13
Cash paid for interest (net of interest received)	$	71	$	75
Non-cash additions for operating lease right-of-use assets	$	3	$	26
Non-cash additions for finance lease	$	1	$	5
Issuance of common shares pursuant to the CWT acquisition	$	408	$	—


Cash, cash equivalents and restricted cash consist of:
(in $ millions)	September 30, 2025		December 31, 2024
Cash and cash equivalents	$	427	$	536
Cash and cash equivalents (included within held for sale assets - see notes 3 and 5)	5		—
Restricted cash (included in other non-current assets)	49		25
Cash, cash equivalents and restricted cash	$	481	$	561

See notes to consolidated financial statements

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GLOBAL BUSINESS TRAVEL GROUP, INC.

CONSOLIDATED STATEMENTS OF CHANGES IN TOTAL SHAREHOLDERS’ EQUITY

(Unaudited)


	Class A common stock		Additional paid-in capital		Accumulated deficit		Accumulated other comprehensive loss		Treasury Shares			Total equity of the Company’s shareholders		Equity attributable to non-controlling interest in subsidiaries		Total shareholders’ equity
(in $ millions, except share data)	Number	Amount							Number	Amount
Balance as of December 31, 2024	478,904,677	—	$	2,827	$	(1,575)	$	(146)	8,000,000	(55)		$	1,051	$	6	$	1,057
Equity-based compensation	—	—	19		—		—		—	—		19		—		19
Shares issued, net, on vesting of equity awards and pursuant to ESPP (see note 12)	12,861,105	—	4		—		—		—	—		4		—		4
Shares withheld for taxes in relation to vesting of / exercise of equity awards (see note 12)	(4,883,888)	—	(41)		—		—		—	—		(41)		—		(41)

Repurchase of common shares (see note 13)	—	—	—		—		—		182,676	(1)		(1)		—		(1)
Net income	—	—	—		75		—		—	—		75		—		75
Other comprehensive income, net of tax	—	—	—		—		14		—	—		14		—		14
Balance as of March 31, 2025	486,881,894	—	$	2,809	$	(1,500)	$	(132)	8,182,676	$	(56)	$	1,121	$	6	$	1,127
Equity-based compensation	—	—	20		—		—		—	—		20		—		20
Shares issued, net, on vesting/exercise of equity awards (see note 12)	252,054	—	—		—		—		—	—		—		—		—
Shares withheld for taxes in relation to vesting of / exercise of equity awards (see note 12)	(8,934)	—	—		—		—		—	—		—		—		—
Dividend distribution to non-controlling interest in subsidiaries	—	—	—		—		—		—	—		—		(1)		(1)
Repurchase of common shares (see note 13)	—	—	—		—		—		21,500	—		—		—		—
Net income	—	—	—		13		—		—	—		13		2		15
Other comprehensive income, net of tax	—	—	—		—		46		—	—		46		—		46
Balance as of June 30, 2025	487,125,014	—	$	2,829	$	(1,487)	$	(86)	8,204,176	$	(56)	$	1,200	$	7	$	1,207
Equity-based compensation	—	—	19		—		—		—	—		19		—		19
Shares issued for the CWT acquisition (see note 3)	50,357,742	—	408		—		—		—	—		408		—		408
Fair value of non-controlling interest acquired	—	—	—		—		—		—	—		—		(2)		(2)
Shares issued, net, on vesting of / exercise of equity awards and pursuant to ESPP (see note 12)	852,773	—	5		—		—		—	—		5		—		5
Shares withheld for taxes in relation to vesting of equity awards (see note 12)	(114,745)	—	(1)		—		—		—	—		(1)		—		(1)
Repurchase of common shares (see note 13)	—	—	—		—		—		4,070,974	(33)		(33)		—		(33)
Net loss	—	—	—		(62)		—		—	—		(62)		—		(62)
Other comprehensive loss, net of tax	—	—	—		—		(7)		—	—		(7)		—		(7)
Balance as of September 30, 2025	538,220,784	—	$	3,260	$	(1,549)	$	(93)	12,275,150	$	(89)	$	1,529	$	5	$	1,534


	Class A common stock			Additional paid-in capital		Accumulated deficit		Accumulated other comprehensive loss		Treasury Shares				Total equity of the Company’s shareholders		Equity attributable to non-controlling interest in subsidiaries		Total shareholders’ equity
(in $ millions, except share data)	Number	Amount								Number		Amount
Balance as of December 31, 2023	467,092,817	—		$	2,748	$	(1,437)	$	(103)	—		—		$	1,208	$	4	$	1,212
Equity-based compensation	—	—		18		—		—		—		—		18		—		18
Shares issued, net, on vesting of / exercise of equity awards and pursuant to ESPP	8,732,539	—		4		—		—		—		—		4		—		4
Shares withheld for taxes in relation to vesting of / exercise of equity awards	(3,208,148)	—		(19)		—		—		—		—		(19)		—		(19)
Dividend distribution to non-controlling interest in subsidiaries	—	—		—		—		—		—		—		—		(1)		(1)
Net loss	—	—		—		(19)		—		—		—		(19)		—		(19)
Other comprehensive loss, net of tax	—	—		—		—		(21)		—		—		(21)		—		(21)
Balance as of March 31, 2024	472,617,208	—		$	2,751	$	(1,456)	$	(124)	—		—		$	1,171	$	3	$	1,174
Equity-based compensation	—	—		20		—		—		—		—		20		—		20
Shares issued, net, on vesting of / exercise of equity awards	245,959	—		1		—		—		—		—		1		—		1

Net income	—	—		—		26		—		—		—		26		1		27
Other comprehensive loss, net of tax	—	—		—		—		(4)		—		—		(4)		—		(4)
Balance as of June 30, 2024	472,863,167	—		$	2,772	$	(1,430)	$	(128)	$	—	$	—	$	1,214	$	4	$	1,218
Equity-based compensation	—	—		21		—		—		—		—		21		—		21
Shares issued, net, on vesting of / exercise of equity awards and pursuant to ESPP	6,066,028	—		22		—		—		—		—		22		—		22
Shares withheld for taxes in relation to vesting of equity awards	(932,997)	—		(6)		—		—		—		—		(6)		—		(6)
Repurchase of common shares	—	—		—		—		—		8,000,000		(55)		(55)		—		(55)
Net (loss) income	—	—		—		(129)		—		—		—		(129)		1		(128)
Other comprehensive income, net of tax	—	—		—		—		34		—		—		34		—		34
Balance as of September 30, 2024	477,996,198	$	—	$	2,809	$	(1,559)	$	(94)	8,000,000		$	(55)	$	1,101	$	5	$	1,106

See notes to consolidated financial statements

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GLOBAL BUSINESS TRAVEL GROUP, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(UNAUDITED)

(1) Business Description and Basis of Presentation

Global Business Travel Group, Inc. (“GBTG”), and its consolidated subsidiaries (GBTG, together with its consolidated subsidiaries, the "Company"), operating as American Express Global Business Travel ("Amex GBT"), is a leading software and services company for travel, expense and meetings & events. The Company has built a marketplace in travel with comprehensive and competitive content. The Company offers a choice of software solutions for customers to access the Amex GBT marketplace, backed up by global teams for 24/7 support in over 140 countries.

GBTG is a Delaware corporation and tax resident in the United States of America (“U.S.”).

On March 24, 2024, GBTG entered into an Agreement and Plan of Merger (as amended, the “Merger Agreement”) with CWT Holdings, LLC, a Delaware limited liability company (“CWT”). On September 2, 2025, GBTG completed the acquisition of CWT in accordance with the terms of the Merger Agreement (see note 3 - Business Acquisitions).

Basis of Presentation

The Company’s consolidated financial statements include the accounts of GBTG, its wholly-owned subsidiaries and entities controlled by GBTG. There are no entities that have been consolidated due to control through operating agreements, financing agreements or as the primary beneficiary of a variable interest entity. The Company reports the non-controlling ownership interests in subsidiaries that are held by third-party owners as equity attributable to non-controlling interests in subsidiaries on the consolidated balance sheets. The portion of income or loss attributable to third-party owners for the reporting period is reported as net income (loss) attributable to non-controlling interests in subsidiaries on the consolidated statements of operations. The Company has eliminated intercompany transactions and balances in its consolidated financial statements.

The accompanying unaudited consolidated financial statements of the Company have been prepared in accordance with accounting principles generally accepted in the U.S. (“GAAP”) for interim financial reporting. As such, certain notes or other information that are normally required by U.S. GAAP have been omitted if they substantially duplicate the disclosures contained in the Company’s annual audited consolidated financial statements. These interim unaudited consolidated financial statements should be read in conjunction with the audited consolidated financial statements and related notes for the year ended December 31, 2024, included in the Company's Annual Report on Form 10-K filed with the Securities and Exchange Commission, United States (the “SEC”) on March 7, 2025 (the “Annual Report on Form 10-K”). The Company has included all normal recurring items and adjustments necessary for a fair presentation of the results of the interim period. The Company’s interim unaudited consolidated financial statements are not necessarily indicative of results that may be expected for any other interim period or for the full year.

Use of Estimates

The preparation of consolidated financial statements in conformity with U.S. GAAP requires estimates and assumptions that affect the reported amounts of assets and liabilities, revenues and expenses, and related disclosures in the consolidated financial statements and accompanying notes. Estimates are used for, but not limited to, supplier revenue, allowance for credit losses, depreciable lives of property and equipment, purchase price allocations for business acquisitions including valuation of acquired intangible assets and goodwill and contingent consideration, valuation of operating lease right-of-use (“ROU”) assets, impairment of goodwill, other intangible assets, long-lived assets, capitalized client incentives and investments in equity method investments, valuation allowances on deferred income taxes, valuation of pensions, interest rate swaps, cross currency interest rate swaps, earnout shares and contingent liabilities. Actual results could differ materially from those estimates.

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GLOBAL BUSINESS TRAVEL GROUP, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(UNAUDITED)

(2) Recently Issued Accounting Pronouncements

Accounting Pronouncements - Adopted

The Company did not adopt any new accounting pronouncements during the nine months ended September 30, 2025.

Accounting Pronouncements - Not Yet Adopted

The Company has yet to adopt the following accounting standard updates ("ASU") issued by the Financial Accounting Standards Board (the "FASB").

Internal-Use Software

In September 2025, the FASB issued ASU 2025-06, "Intangibles-Goodwill and Other-Internal-Use Software (Subtopic 350-40): Targeted Improvements to the Accounting for Internal-Use Software", which applies to costs incurred to develop or obtain software for internal use. The ASU amends the existing standard that refers to various stages of a software development project to align better with current software development methods, such as agile programming. Under the new standard, entities will commence capitalizing eligible costs when (i) management has authorized and committed to funding the software project, and (ii) it is probable that the project will be completed and the software will be used to perform the function intended. The guidance is effective for annual periods beginning after December 15, 2027 and can be applied on a prospective basis, a modified basis for in-process projects or on a retrospective basis. The Company is currently evaluating the impact of this accounting standard on its consolidated financial statements.

Disaggregated Expenses

In November 2024, the FASB issued ASU No. 2024-03 "Disaggregation of Income Statement Expenses" which provides guidance on additional disclosures about specific types of expenses included in the expense captions presented on the face of the income statement as well as disclosures about selling expenses. The ASU is effective for fiscal years beginning after December 15, 2026, and interim periods within fiscal years beginning after December 15, 2027, with early adoption permitted. The update is to be applied on a prospective basis, although optional retrospective application is permitted. While the update will require additional disclosures related to the Company’s expenses, it is not expected to have any impact on the Company’s consolidated operating results, financial condition or cash flows.

Income Taxes

In December 2023, the FASB issued ASU No. 2023-09, "Income Taxes (Topic 740): Improvements to Income Tax Disclosures". The update primarily requires the Company to provide (i) further disaggregation for specific categories on the effective tax rate reconciliation, as well as additional information about federal, state/local and foreign income taxes and (ii) annually disclose its income taxes paid (net of refunds received), disaggregated by jurisdiction. The update is an annual disclosure requirement and is effective for fiscal years beginning after December 15, 2024, with early adoption permitted. The update is to be applied on a prospective basis, although optional retrospective application is permitted. While the update will require additional disclosures related to the Company’s income taxes, it is not expected to have any impact on the Company’s consolidated operating results, financial condition or cash flows.

(3) Business Acquisitions

Acquisition of CWT

On September 2, 2025, the Company completed the previously announced acquisition of all of the issued and outstanding equity interests of CWT in accordance with the terms of the Merger Agreement for a total purchase consideration of $607 million. CWT is a global business travel and meetings management company that provides corporate travel booking, program management and related services to enterprises and government clients. The acquisition of CWT is expected to enhance the Company’s geographic reach, broaden its client base, and generate operating synergies through integration of technology platforms, supplier relationships, and operational efficiencies. The components of the total purchase consideration, as further discussed below, consisted of (i) $408 million in shares, (ii) $196 million in cash, and (iii) $3 million in contingent consideration.

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GLOBAL BUSINESS TRAVEL GROUP, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(UNAUDITED)

At the closing of the acquisition, pursuant to the terms of the Merger Agreement, the Company issued 50,357,742 shares (based on the agreed share price of $7.50 per share) of its Class A common stock, par value $0.0001 per share (“Class A common stock”), to CWT’s legacy equityholders, and paid $160.19 to CWT’s legacy equityholders in lieu of fractional shares of Class A common stock. The purchase consideration for shares issued was determined based on the price of shares on the closing date of $8.11 per share, amounting to $408 million in aggregate.

The Company funded the cash portion of the total purchase consideration with cash on hand. The cash of $196 million paid by the Company comprised of:

(a) $144 million for repayment of CWT's first lien debt, interest thereon and related fees settled by the Company at the time of closing the transaction,

(b) $37 million of certain CWT transaction costs paid for by the Company at the time of closing the transaction, and

(c) $15 million to an escrow agent as security for certain purchase price adjustments set forth in the Merger Agreement and delivered $50,000 to a representative of CWT’s legacy equityholders for the purposes of paying or reimbursing such representative for any third-party expenses it incurs pursuant to the Merger Agreement. The amount held in the escrow account is to be released to CWT's legacy equityholders in accordance with the terms of the Merger Agreement.

The acquisition was accounted for as a business combination, with the Company acquiring CWT, in accordance with ASC 805, Business Combinations. Under the acquisition method of accounting, the aggregate of total purchase consideration and fair value of non-controlling interest acquired, as set out below, was allocated to the identified assets acquired and liabilities assumed based on their respective acquisition date fair value, with any excess allocated to goodwill.


(in $ millions)	Amount
Purchase consideration	$	607
Fair value of noncontrolling interest	(2)
Net assets acquired at fair value	$	605

The following table reflects the Company’s preliminary fair values of the assets acquired and liabilities assumed of CWT as of the date of the acquisition:

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GLOBAL BUSINESS TRAVEL GROUP, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(UNAUDITED)


(in $ millions)	Amount
Cash and cash equivalents	$	37
Accounts receivable	200
Prepaid expenses and other current assets	46
Held for sale assets	12
Property and equipment	66
Equity method investments	41
Goodwill	317
Other intangible assets	310
Operating lease right-of-use assets	19

Other non-current assets	60

Total assets	1,108
Accounts payable	140
Accrued expenses and other current liabilities	185
Due to Affiliates	11
Current portion of operating lease liabilities	8
Current portion of long-term debt	7
Held for sale liabilities	11
Long-term debt	5
Long-term operating lease liabilities	11
Deferred tax liabilities	26
Pension liabilities	23
Other non-current liabilities	76

Total liabilities	503

Net assets acquired at fair value	$	605

The Company, at the time of acquisition of CWT, determined that it would sell certain smaller CWT business operations within one year of the acquisition and accordingly classified assets and liabilities of these businesses as held for sale assets and liabilities, and measured them at fair value less cost to sell.

The above allocation is preliminary and subject to change during the measurement period as the Company finalizes valuations of intangible assets, certain working capital accounts, leases, pensions, equity-method investments, contingent liabilities, and income tax effects. The goodwill recognized is attributable to the acquired workforce, expected synergies, and anticipated future growth. Goodwill is not deductible for income tax purposes. The fair value and amortization periods of identifiable intangible assets acquired is as follows:


	Fair value of acquired intangibles (in $ millions)		Amortization period (in years)
Customer relationships	$	300	15
Tradenames	10		2
Acquired technology	45		3

The fair value of customer relationships was determined utilizing the excess earnings method of valuation, and the fair values of tradenames and acquired technology was determined utilizing the relief from royalty method. The process for estimating the fair values of identifiable intangible assets requires the use of significant estimates and assumptions, including revenue growth rates, operating margin, income tax rates, obsolescence curves, royalty rates and discount rates.

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GLOBAL BUSINESS TRAVEL GROUP, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(UNAUDITED)

Intangible assets are being amortized over their average useful lives primarily based upon the pattern in which anticipated economic benefits from such assets are expected to be realized.

Total transaction costs incurred by the Company for the CWT acquisition was $82 million in aggregate. During the three and nine months ended September 30, 2025, the Company incurred $10 million and $38 million in acquisition-related costs, which were expensed as incurred and are included in general and administrative expenses in the Company’s consolidated statements of operations.

The financial results of CWT have been included in the Company’s consolidated financial statements since the date of its acquisition. The amount of revenue and net loss of the CWT business since the acquisition date included in the consolidated statements of operations for both the three and nine months ended September 30, 2025 was $57 million and $36 million, respectively.

Assuming an acquisition date of January 1, 2024, the unaudited pro forma revenue and net loss of the Company for the three and nine months ended September 30, 2025 and 2024 would have been as follows:


	Three months ended September 30,				Nine months ended September 30,
(in $ millions)	2025		2024		2025		2024
Revenue	$	772	$	779	$	2,357	$	2,404
Net (loss)	$	(90)	$	(144)	$	(9)	$	(165)

The unaudited pro forma financial information adjusts for material business combination items including those related to amortization of acquired intangible assets and software, elimination of interest expense related to CWT's certain debt and the corresponding income tax effects. These pro forma results are not necessarily indicative of the results that would have occurred if the acquisition had taken place on January 1, 2024, nor are they necessarily indicative of future results.

(4) Revenue from Contracts with Customers

The Company disaggregates revenue based on (i) Travel Revenue which includes all revenue relating to servicing a transaction, which can be an air, hotel, car rental, rail or other travel-related booking or reservation, and (ii) Product and Professional Services Revenue which includes all revenue relating to using the Company’s platform, products and value-added services. The following table presents the Company’s disaggregated revenue by nature of service. Sales and usage-based taxes are excluded from revenue.


	Three months ended September 30,				Nine months ended September 30,
(in $ millions)	2025		2024		2025		2024
Travel revenue	$	528	$	478	$	1,534	$	1,476
Product and professional services revenue	$	146	119		392		356
Total revenue	$	674	$	597	$	1,926	$	1,832

Payments from customers are generally received within 30-60 days of invoicing or from their contractual date agreed under the terms of contract.

Contract Balances

Contract assets represent the Company’s right to consideration in exchange for services transferred to a customer when that right is conditioned on the Company’s future performance obligations. Contract liabilities represent the Company’s obligation to transfer services to a customer for which the Company has received consideration (or the amount is due) from the customer.

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GLOBAL BUSINESS TRAVEL GROUP, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(UNAUDITED)

The opening and closing balances of the Company’s accounts receivable, net, and contract liabilities are as follows:


			Contract liabilities
(in $ millions)	Accounts receivable, net		Client incentives, net (non-current)		Deferred revenue (current)
Balance as of September 30, 2025	$	929	$	49	$	34
Balance as of December 31, 2024	$	570	$	19	$	31

Accounts receivable, net, exclude balances not related to contracts with customers.

Deferred revenue is recorded when a performance obligation has not been satisfied but an invoice has been raised. Cash payments received from customers in advance of the Company completing its performance obligations are included in deferred revenue in the Company’s consolidated balance sheets. The Company generally expects to complete its performance obligations under the contracts within one year. During the nine months ended September 30, 2025, the cash payments received or due in advance of the satisfaction of the Company’s performance obligations were offset by $23 million of revenue recognized that was included in the deferred revenue balance as of December 31, 2024.

Remaining Performance Obligations

The Company does not disclose the value of unsatisfied performance obligations for contracts with an original expected term of one year or less. As of September 30, 2025, the aggregate amount of the transaction price allocated to the Company’s remaining performance obligations was approximately $2 million, which the Company expects to recognize as revenue as performance obligations are satisfied over the next 2 years.

(5) Prepaid Expenses and Other Current Assets

Prepaid expenses and other current assets consist of:


(in $ millions)	September 30, 2025		December 31, 2024
Prepaid technology costs	$	54	$	47
Prepaid travel expenses	37		12
Value added and similar taxes receivables	21		9
Income tax receivable	16		9
Held for sale assets	13		—
Other prepayments and receivables	70		51
Prepaid expenses and other current assets	$	211	$	128

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GLOBAL BUSINESS TRAVEL GROUP, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(UNAUDITED)

(6) Accrued Expenses and Other Current Liabilities

Accrued expenses and other current liabilities consist of:


(in $ millions)	September 30, 2025		December 31, 2024
Accrued payroll and related costs	$	222	$	174
Accrued operating expenses	168		146
Client deposits	134		55
Accrued restructuring costs (see note 7)	39		12
Income tax payable	37		11
Deferred revenue	34		31
Accrued interest payable	17		20
Value added and similar taxes payable	17		12
Held for sale liabilities	12		—
Other	11		—
Accrued expenses and other current liabilities	$	691	$	461

(7) Restructuring, Exit and Related Charges

In September 2025, following a review of the combined business after completion of the CWT acquisition, the Company approved restructuring actions to reduce operating costs and focus on long-term growth opportunities, including improving financial performance and cash flow generation. Such actions will require the Company to reduce its workforce and certain office facilities. Employees impacted by such actions are eligible to receive termination benefits under ongoing benefit arrangement and the Company recorded this liability under ASC 712, Nonretirement Postemployment Benefits, when it was considered probable that employees were entitled to benefits and the amounts could be reasonably estimated. In this respect, the Company recognized restructuring charges of approximately $26 million during the three and nine months ended September 30, 2025, respectively, related to restructuring plan implemented after the CWT acquisition, to integrate operations and realize synergies. The Company continues to evaluate opportunities to streamline the combined business post the CWT acquisition and realize synergies, including reducing workforce and eliminating certain other costs.

Apart from above, from time to time, the Company continues to takes initiatives to reduce costs, exit from non-profitable business components and geographical regions and/or improve operational efficiency for which it records restructuring costs.

The table below sets forth accrued restructuring, exit and related costs included in accrued expenses and other current liabilities for the nine months ended September 30, 2025:


(in $ millions)	Employee Related		Facility - Non-Lease Related		Facility - Lease Related		Total
Balance as of December 31, 2024	$	9	$	3	$	—	$	12
Addition from the CWT acquisition	1		—		—		1
Accruals	44		1		6		51
Non-cash items	—		—		(6)		(6)
Cash settled	(17)		(2)		—		(19)
Balance as of September 30, 2025	$	37	$	2	$	—	$	39

During the three months ended September 30, 2025 and 2024, the Company has incurred costs related to employee severance of $29 million and $2 million, respectively. During the nine months ended September 30, 2025 and 2024, the Company has incurred costs related to employee severance of $44 million and $8 million, respectively. Such costs are included within restructuring charges in the consolidated statement of operations.

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GLOBAL BUSINESS TRAVEL GROUP, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(UNAUDITED)

(8) Long-term Debt

The outstanding amount of the Company’s long-term debt consists of:


(in $ millions)	September 30, 2025		December 31, 2024
Amended and Restated Senior Secured Credit Agreement
Principal amount of senior secured term loans (Maturity - July 2031)	$	1,390	$	1,400
Less: Unamortized debt discount and debt issuance costs	(20)		(24)
Total senior secured term loans, net of unamortized debt discount and debt issuance costs	1,370		1,376
Other borrowings	19		8
Total debt, net of unamortized debt discount and debt issuance costs	1,389		1,384
Less: Current portion of long-term debt	(23)		(19)
Long-term debt, non-current, net of unamortized debt discount and debt issuance costs	$	1,366	$	1,365

Amended and Restated Senior Secured Credit Agreement

On July 26, 2024, GBTG and GBT US III LLC, a wholly-owned subsidiary of GBTG (the "Initial Borrower"), and certain subsidiaries of GBTG entered into an amended and restated senior secured credit agreement (the “A&R Credit Agreement”) which provides for a $1,400 million senior secured first lien term loan facility (the “Initial Term Facility”, and the loans thereunder, the “Initial Term Loans”) and a $360 million senior secured first lien revolving credit facility (the “Revolving Credit Facility”, and the loans thereunder, the “Revolving Loans”). The Initial Term Loans were drawn in full at closing and the proceeds thereof were used to repay in full the outstanding principal amount of all tranches of term loans outstanding, including accrued interest and other amounts payable, under the Company's then existing senior secured credit agreement (the "Original Credit Agreement"). The A&R Credit Agreement amended and restated the Original Credit Agreement in its entirety.

The A&R Credit Agreement initially provided that the Initial Term Loans and the Revolving Loans (collectively, the “Loans”) bear interest based on the secured overnight financing rate ("SOFR") (or an alternative reference rate for amounts denominated in a currency other than U.S. dollars), or, at the Initial Borrower’s option, in the case of amounts denominated in U.S. dollars, the Base Rate (as defined in the A&R Credit Agreement), plus, as applicable, a margin of (i) in the case of Initial Term Loans, 3.00% per annum for SOFR-based Loans (or 2.00% per annum for Base Rate-based Loans) and (ii) in the case of the Revolving Loans, 2.75% per annum for SOFR-based Loans (or 1.75% per annum for Base Rate-based Loans). The SOFR floor is 0.00% for Loans under the A&R Credit Agreement.

On February 4, 2025, GBTG, the Initial Borrower and certain subsidiaries of GBTG entered into an amendment (“Amendment No. 1”) to the A&R Credit Agreement (as so amended, the "Amended Credit Agreement") to reprice the Initial Term Loans. The loans under the repriced Initial Term Facility are referred to hereafter as the "Repriced Term Loans". After giving effect to Amendment No. 1, the interest rate margin applicable to the Repriced Term Loans (the “Term B-1 Loans”, and the senior secured credit facility being "Term B-1 Facility") was reduced by 0.50%. The Term B-1 Loans bear interest based on SOFR or, at the Initial Borrower’s option, at the Base Rate (as defined in the Amended Credit Agreement), plus, as applicable, a margin of 2.50% per annum for SOFR-based Term B-1 Loans (or 1.50% per annum for Base Rate-based Term B-1 Loans). The repricing was accounted for as modification of debt, except for lenders leaving the consortium, which was accounted for as an extinguishment of debt resulting in a $2 million recognition of loss on early extinguishment of debt.

Except as noted above, the Term B-1 Loans have substantially the same terms as the Initial Term Loans under the A&R Credit Agreement. At the option of the Initial Borrower (upon prior written notice), the Term B-1 Loans may be voluntarily prepaid, in whole or in part, at any time without premium or penalty (other than (x) a prepayment premium of

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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(UNAUDITED)

1% of the principal amount of the Repriced Term Loans subject to certain repricing transactions occurring prior to August 4, 2025 and (y) customary breakage costs in connection with certain prepayments of loans).

The Term B-1 Loans mature on July 26, 2031. Principal amounts outstanding under the Term B-1 Loans are required to be repaid on a quarterly basis, that commenced on March 31, 2025, at an amortization rate of 1.00% per annum with the balance due at maturity. Further, subject to certain exceptions set forth in the Amended Credit Agreement, the Initial Borrower is required to prepay loans under the Term B-1 Facility with (i) 50% (subject to leverage-based step-downs) of annual excess cash flow (calculated in a manner set forth in the Amended Credit Agreement and commencing with the financial year ending December 31, 2025) in excess of a threshold amount, (ii) 100% (subject to leverage-based step-downs) of the net cash proceeds from certain asset sales and casualty events, subject to customary reinvestment rights, and (iii) 100% of the net cash proceeds from the incurrence of certain indebtedness.

During the nine months ended September 30, 2025, the Company repaid the contractual quarterly installment of $11 million of the principal amount of Term B-1 Loans.

The Revolving Credit Facility has (i) a $150 million sublimit for extensions of credit denominated in certain currencies other than U.S. dollars, (ii) a $50 million sublimit for letters of credit, and (iii) a $50 million sublimit for swingline borrowings. Extensions of credit under the Revolving Credit Facility are generally subject to customary borrowing conditions. The proceeds from borrowings under the Revolving Credit Facility may be used for working capital and other general corporate purposes. The Revolving Credit Facility matures on July 26, 2029. At the option of the Initial Borrower, amounts borrowed under the Revolving Credit Facility may be voluntarily prepaid, and/or the commitments thereunder may be voluntarily reduced or terminated, in each case, in whole or in part, at any time without premium or penalty (other than customary breakage costs in connection with certain prepayments of loans). As of September 30, 2025, the Company had $360 million of availability under the Revolving Credit Facility.

Upon the upgrade in the Company's credit rating in February 2025, the fee for the Revolving Credit Facility, calculated based on the average daily unused commitments under the Revolving Credit Facility and payable quarterly in arrears, reduced to 0.25% per annum from 0.375% per annum. The Initial Borrower is also obligated to pay a customary agency fee and other customary fees described in the Amended Credit Agreement.

Security; Guarantees

GBTG and certain of its direct and indirect subsidiaries, as guarantors (such guarantors, collectively with the Initial Borrower, the “Loan Parties”), provide an unconditional guarantee, on a joint and several basis, of all obligations under the Amended Credit Agreement and under cash management agreements and swap contracts with the lenders or their affiliates (with certain limited exceptions). Subject to certain cure rights, as of the end of each fiscal quarter, at least 70% of the Consolidated EBITDA (as defined in the Amended Credit Agreement) of the Loan Parties and their subsidiaries must be attributable, in the aggregate, to the Loan Parties for the four prior fiscal quarters. Further, the lenders have a first priority security interest in substantially all of the assets of the Loan Parties.

Covenants

The Amended Credit Agreement contains various affirmative and negative covenants including a financial covenant and limitations (subject to exceptions) on the ability of the Loan Parties and their subsidiaries to: (i) incur indebtedness or issue preferred stock; (ii) incur liens on their assets; (iii) consummate certain fundamental changes (such as acquisitions, mergers, liquidations or changes in the nature of the business); (iv) dispose of all or any part of their assets; (v) pay dividends or other distributions with respect to, or repurchase, any equity interests of any Loan Party or subsidiary of any Loan Party; (vi) make investments, loans or advances; (vii) enter into transactions with affiliates; (viii) modify the terms of, or prepay, any of their subordinated or junior lien indebtedness; and (ix) enter into certain burdensome agreements.

The Amended Credit Agreement contains a financial covenant applicable solely to the Revolving Credit Facility that requires the First Lien Net Leverage Ratio (as defined in the Amended Credit Agreement) to be less than or equal to 3.50 to 1.00 as of the last day of any fiscal quarter on which the aggregate principal amount of outstanding loans and letters of credit under the Revolving Credit Facility exceeds 35% of the aggregate principal amount of the Revolving Credit Facility (subject to a $10 million exclusion for utilization of the letter of credit sublimit). The Amended Credit Agreement provides that such financial covenant is suspended for a limited period of time if an event that constitutes a “Travel MAC” (as

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GLOBAL BUSINESS TRAVEL GROUP, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(UNAUDITED)

defined in the Amendment No.1 to the A&R Credit Agreement) has occurred and the Loan Parties are unable to comply with such covenant as a result of such event. Such financial covenant did not apply as of September 30, 2025.

As of September 30, 2025, the Loan Parties and their subsidiaries were in compliance with all applicable covenants under the Amended Credit Agreement.

Events of Default

The Amended Credit Agreement contains default events (subject to certain materiality thresholds and grace periods), which could require early prepayment, termination of the Amended Credit Agreement or other enforcement actions customary for facilities of this type. As of September 30, 2025, no event of default existed under the Amended Credit Agreement.

The Company's effective interest rate on its term loan borrowings for the nine months ended September 30, 2025 was approximately 6.7%.

Other borrowings primarily relate to (i) $14 million of finance leases, including those recognized on acquisition of CWT, and equipment sale and lease back transaction and (ii) an amount of $5 million borrowed under a revolving credit facility that the Company assumed as part of the CWT acquisition.

(9) Commitments and Contingencies

Purchase Commitment

In the ordinary course of business, the Company makes various commitments to purchase goods and services from specific suppliers, including those related to capital expenditures. As of September 30, 2025, the Company had approximately $397 million of outstanding non-cancellable purchase commitments, primarily relating to service, hosting, licensing and other information technology contracts, of which $142 million relates to the twelve months ending September 30, 2026. These purchase commitments extend through 2031.

Guarantees

The Company has provided bank guarantees and letters of credit primarily in respect of certain travel suppliers, credit facility / credit card programs and real estate lease agreements amounting to $45 million. Many of these bank guarantees and letters of credit require the Company to maintain cash collateral which has been presented as restricted cash within other non-current assets in the Company’s consolidated balance sheet.

Contingencies

The Company recognizes legal fees as expense when the legal services are provided.

Based on its current knowledge, and taking into consideration its litigation-related liabilities, the Company believes it is not a party to any pending legal proceeding or governmental examination that would have a material adverse effect on the Company’s consolidated financial condition or liquidity.

CWT, prior to its acquisition by the Company, and pursuant to the Business Restructuring (as defined in the Merger Agreement), had agreed to reimburse the buyer of the Business Restructuring for certain restructuring costs incurred by such buyer following the consummation of the Business Restructuring. CWT believed it was probable that the entire amount would become payable to the buyer, and accrued a liability towards this contingency on its consolidated balance sheet. The Company, upon the consummation of its acquisition of CWT, assumed this contingent liability at fair value.

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GLOBAL BUSINESS TRAVEL GROUP, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(UNAUDITED)

(10) Income Taxes

For the three and nine months ended September 30, 2025, the Company’s provision for income tax expense was $24 million and $66 million, respectively, and its effective tax rate was (60)% and 73%, respectively. GBTG’s effective tax rate for the three months ended September 30, 2025 differs from the U.S. federal statutory corporate income tax rate of 21% due to changes to the valuation allowance for deferred tax assets, the tax impact of non-deductible expenses and the non-deductible loss on the fair value change in the earnout shares derivative liability during the period. These items had a greater impact on the effective tax rate for the three months ended September 30, 2025 due to the pre-tax net loss result. GBTG’s effective tax rate for the nine months ended September 30, 2025 differs from the U.S. federal statutory corporate income tax rate of 21% due to changes to the valuation allowance for deferred tax assets and the tax impact of non-deductible expenses, partially offset by the non-taxable gain on the fair value change in the earnout shares derivative liability during the period.

For the three and nine months ended September 30, 2024, the Company’s provision for income tax expense was $54 million and $55 million, respectively. GBTG’s effective tax rate for the three and nine months ended September 30, 2024 is different than the U.S. federal statutory corporate income tax rate of 21% due to changes to the valuation allowance for deferred tax assets, non-deductible expenses and certain U.S. minimum taxes.

On July 4, 2025, the One Big Beautiful Bill Act (OBBB) was signed into law, which includes a broad range of tax reform provisions affecting businesses, including extending and modifying certain key Tax Cuts & Jobs Act provisions. Under U.S. GAAP, changes in tax law are accounted for in the period of enactment. For the provisions effective in 2025, there was no material impact to our effective tax rate for the three months ended September 30, 2025, and we do not expect the impact to be material to our full year 2025 effective tax rate.

(11) Earnout Shares

Certain stockholders and employees hold “earnout shares” that convert to the Company’s Class A common stock, to be issued in tranches, when the Company’s Class A common stock’s price achieves certain market share price milestones within specified periods. As of September 30, 2025, the total number of earnout shares issued and outstanding were approximately 23 million.

The earnout shares held by stockholders are accounted under Accounting Standard Codification 815, “Derivatives and Hedging” (“ASC 815”). Such guidance provides that because the earnout shares do not meet the criteria for equity treatment thereunder, earnout shares must be recorded as a liability. This liability is subject to re-measurement at each balance sheet date. With each such re-measurement, the earnout shares liability is adjusted to its fair value, with the change in fair value recognized in the Company’s consolidated statements of operations. The fair value of the earnout shares is estimated using the Monte Carlo simulation of the stock prices based on historical market volatility (see note 16 – Fair Value Measurements).

As of September 30, 2025 the fair value of the earnout shares derivative liability was estimated to be $53 million. The Company recognized a (loss) gain on the fair value change in earnout shares derivative liability of $(26) million and $80 million in its consolidated statement of operations for the three and nine months ended September 30, 2025, respectively. The Company recognized a loss on the fair value change in earnout shares derivative liability of $22 million and $14 million in its consolidated statement of operations for the three and nine months ended September 30, 2024, respectively.

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GLOBAL BUSINESS TRAVEL GROUP, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(UNAUDITED)

(12) Equity-Based Compensation

Management Incentive Plan

The table below presents the activity of the Company's stock options for the nine months ended September 30, 2025:


	Number of stock options	Weighted average exercise price per stock option		Weighted average remaining contractual term (in years)	Aggregate intrinsic value (in $ millions)
Balance as of December 31, 2024	13,338,391	$	7.52
Exercised	(3,926,118)	$	5.95
Expired	(95,903)	$	8.46

Balance as of September 30, 2025	9,316,370	$	8.17
Exercisable as of September 30, 2025	9,316,370	$	8.17	3.2	$	8

Total shares withheld to cover the stock option costs and taxes were 3,217,523 shares and were based on the value of the shares on their respective exercise dates. Total payment for the employees’ tax obligations to taxing authorities was $3 million for the nine months ended September 30, 2025, and is reflected as a financing activity within the consolidated statements of cash flows.

2022 Equity Incentive Plan

Restricted Stock Units ("RSUs")

During the nine months ended September 30, 2025, as part of its annual grant program, the Company granted 7 million RSUs under the 2022 Equity Incentive Plan to certain of its key employees and directors. The RSUs generally vest one-third annually on the first three anniversaries of the grant date. The vesting is conditional upon continued employment of the grantee through the applicable vesting period and subject to such other terms and conditions as set forth in the applicable restricted stock unit award agreement. The RSUs do not accrue dividends or dividend equivalent rights associated with the underlying stock. The fair value of the RSUs is determined to be the market price of the Company’s Class A common stock at the date of grant.

The table below presents the activity of the Company’s RSUs for the nine months ended September 30, 2025:


	Number of RSUs	Weighted average grant date fair value
Balance as of December 31, 2024	25,410,910	$	6.17
Granted	6,506,266	$	8.43
Forfeited	(713,170)	$	6.16
Vested	(11,839,021)	$	6.41
Balance as of September 30, 2025	19,364,985	$	6.79

During the nine months ended September 30, 2025, the vested RSUs were net-share settled such that the Company withheld shares with value equivalent to no more than the employee’s maximum statutory obligation for applicable income and other employment taxes, and remitted the cash to the appropriate taxing authorities. A total of 4,678,160 shares were withheld based on the value of the RSUs on their respective vesting dates as determined by the Company’s closing stock price. Total employees’ tax obligations to taxing authorities was $39 million which was paid during the nine months ended September 30, 2025 and is reflected as a financing activity within the consolidated statements of cash flows.

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GLOBAL BUSINESS TRAVEL GROUP, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(UNAUDITED)

Performance Stock Units ("PSUs")

During the nine months ended September 30, 2025, as part of its annual grant program, the Company granted 774,644 PSUs under the 2022 Equity Incentive Plan to certain of its key employees. The PSUs cliff-vest at the end of three years from the grant date based on the outcome of certain performance criteria that are established and approved by the Compensation Committee of the Board of Directors. The actual number of equity awards earned is based on the average level of performance goals achieved over a three-year period, relative to established performance goals for each of the respective years within the three-year period. The number of PSUs that will vest based on achievement of performance goals range from 0% to 150% of the original grant. No PSUs vest if the actual performance is less than 50% of performance goals set. The number of PSUs earned upon achievement of performance goals will further be adjusted and the ultimate number of PSUs that will be earned by the grantee will be based on the percentile ranking of the Company’s total shareholder return ("TSR") over the three-year performance period as compared to the TSR of the members of the S&P 500 Index over the same period ("TSR Goal"). However, the total number of PSUs that will ultimately be earned by the grantee will not exceed 187.5% of the original grant, and if the Company's TSR is negative, the ultimate number of PSUs earned by the grantee cannot exceed the original grant. All the PSUs will be settled in the Company's Class A common stock. The PSUs do not accrue dividends or dividend equivalent rights associated with the underlying stock.

The TSR Goal is considered a “market condition” under ASC 718, Compensation-Stock Compensation. The Company uses a Monte Carlo simulation model to determine the grant date fair value of PSUs with a market condition utilizing following assumptions: the expected volatility of 47.40%, the expected term of 2.8 years, the dividend rate of 0% and the risk-free interest rate of 3.94%, which resulted in a calculated fair value of $11.14 per PSU. The Monte Carlo simulation takes into consideration the probability that the market condition will be achieved based on predicted stock price paths compared to peer companies in the S&P 500 Index. The Company recognizes the equity compensation expense related to PSUs based on the grant-date fair value and number of PSUs expected to vest. Each reporting period, the Company assesses the probability of vesting of the PSUs and, if there is any change in such probability, the Company records the cumulative effect of the adjustment in the current reporting period.

Employee Stock Purchase Plan (“ESPP”)

During the nine months ended September 30, 2025, 1,087,753 shares were issued under the ESPP.

Total equity-based compensation expense recognized in the Company’s consolidated statements of operations (i) for the three months ended September 30, 2025 and 2024 amount to $19 million and $20 million, respectively ($15 million and $16 million, net of taxes, respectively), and (ii) for the nine months ended September 30, 2025 and 2024 amount to $58 million and $58 million, respectively ($46 million and $45 million, net of taxes, respectively) and were included as follows:


(in $ millions)	Three months ended September 30,				Nine months ended September 30,
	2025		2024		2025		2024
Cost of revenue (excluding depreciation and amortization)	$	1	$	1	$	3	$	3
Sales and marketing	5		5		14		15
Technology and content	5		5		15		15
General and administrative	8		9		26		25
Total	$	19	$	20	$	58	$	58

As of September 30, 2025, the Company expects compensation expense related to unvested RSUs and PSUs of approximately $88 million to be recognized over the remaining weighted average period of 1.8 years.

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GLOBAL BUSINESS TRAVEL GROUP, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(UNAUDITED)

(13) Shareholders’ Equity

Accumulated Other Comprehensive Income (Loss)

Accumulated other comprehensive income (loss) represents certain components of revenues, expenses, gains and losses that are included in comprehensive income (loss) but are excluded from net income (loss). Other comprehensive income (loss) amounts are recorded directly as an adjustment to total equity, net of tax. The changes in the accumulated other comprehensive loss, net of tax, were as follows:


(in $ millions)	Currency translation adjustments		Defined benefit plan related		Unrealized gain on cash flow hedge		Total accumulated other comprehensive loss
Balance as of December 31, 2024	$	(104)	$	(59)	$	17	$	(146)
Net changes during the period, net of tax benefit	76		(1)		(22)		53
Balance as of September 30, 2025	$	(28)	$	(60)	$	(5)	$	(93)


(in $ millions)	Currency translation adjustments		Defined benefit plan related		Unrealized gain on cash flow hedge		Total accumulated other comprehensive loss
Balance as of December 31, 2023	$	(52)	$	(63)	$	12	$	(103)
Net changes during the period, net of tax benefit	20		—		(11)		9


Balance as of September 30, 2024	$	(32)	$	(63)	$	1	$	(94)

The tax benefit for net changes related to (i) currency translation adjustments was $8 million and $3 million for the nine months ended September 30, 2025 and 2024, respectively, and (ii) unrealized gain on cash flow hedges was $7 million and $0 for the nine months ended September 30, 2025 and 2024, respectively.

Amounts in accumulated other comprehensive loss are presented net of the related tax impact. Reclassifications out of accumulated other comprehensive losses related to amortization of (i) actuarial gains (losses) and prior service costs (component of net periodic pension benefit (cost)) is included within other income (loss), net, and (ii) gain (loss) on termination of cash flow hedges is included within interest expense, in the Company’s consolidated statements of operations.

Share Repurchase

During the nine months ended September 30, 2025, the Company repurchased approximately 4 million shares of its Class A common stock at a cost of $34 million under its share repurchase program. As of September 30, 2025, $266 million remains available to be utilized until December 31, 2027 under the Company's share repurchase program.

(14) Earnings (Loss) Per Share

Basic earnings (loss) per share is based on the average number of shares of Class A common stock outstanding during the period. Diluted earnings (loss) per share is based on the average number of shares of Class A common stock used for the basic earnings per share calculation, adjusted for the dilutive effect of stock options and RSUs using the “treasury stock” method.

The Company has issued and outstanding approximately 23 million earnout shares, which are subject to forfeiture if the achievement of certain stock price thresholds are not met. In accordance with ASC 260, “Earnings Per Share,” earnout shares are excluded from weighted-average shares outstanding to calculate basic earnings (loss) per share as they are considered contingently issuable shares due to their potential forfeiture. Earnout shares will be included in weighted-average shares outstanding to calculate basic earnings (loss) per share as of the date their stock price thresholds are met and

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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(UNAUDITED)

they are no longer subject to forfeiture. Additionally, dividends accrued on earnout shares, if any, will be forfeited if the pricing thresholds for earnout shares are not met during the specified time period.

The Company has excluded approximately (i) 9 million and 16 million of stock options for the three months ended September 30, 2025 and 2024, respectively, and 4 million and 16 million of stock options for the nine months ended September 30, 2025 and 2024, respectively, and (ii) 19 million and 26 million of RSUs for the three months ended September 30, 2025 and 2024, respectively, and 6 million and 26 million of RSUs for the nine months ended September 30, 2025 and 2024, respectively, as their inclusion would have resulted in anti-dilutive effect on earnings (loss) per share. Additionally, the Company has excluded 0.8 million of PSUs which were subject to the achievement of performance-based vesting conditions from the computation of diluted weighted average common shares because the performance conditions were not achieved as of September 30, 2025.

The following table reconciles the numerators and denominators used in the computation of basic and diluted earnings (loss) per share:


(in $ millions, except share and per share data)	Three months ended September 30,				Nine months ended September 30,
	2025		2024		2025		2024
Numerator – Basic and diluted income per share:


Net (loss) income attributable to the Company’s Class A common stockholders (A)	$	(62)	$	(129)	$	26	$	(122)

Denominator – Basic and diluted weighted average number of shares outstanding:
Weighted average number of Class A Common Stock outstanding – Basic (B)	485,823,844		462,291,043		474,195,781		462,763,170

Dilutive effect of RSUs	—		—		6,727,266		—
Dilutive effect of stock options	—		—		765,789		—
Weighted average number of Class A Common Stock outstanding – Diluted (C)	485,823,844		462,291,043		481,688,836		462,763,170

Basic (loss) income per share attributable to the Company's Class A common stockholders: (A) / (B)	$	(0.13)	$	(0.28)	$	0.06	$	(0.26)


Diluted (loss) income per share attributable to the Company's Class A common stockholders: (A) / (C)	$	(0.13)	$	(0.28)	$	0.05	$	(0.26)

(15) Derivatives and Hedging

Except as mentioned below, the Company does not use derivative instruments to hedge exposures to cash flow, market or foreign currency risks. The Company does not hold or issue financial instruments for speculative or trading purposes. The Company does not offset derivative assets and liabilities within the consolidated balance sheets.

Interest Rate Swaps

The Company is subject to market risk exposure arising from changes in interest rates on debt, which bears interest at variable rates. In order to protect against potential higher interest costs resulting from anticipated increases in the variable rates, the Company, from time to time, has entered into interest rate swap contracts (discussed below) that fixed the benchmark interest rate with respect to a portion of its variable rate debt.

As of January 1, 2025, the Company had two interest rate swap agreements with the following terms that were accounted for as cash flow hedges:

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GLOBAL BUSINESS TRAVEL GROUP, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(UNAUDITED)


Notional Amount (in $ millions)	Period	Fixed Interest Rate
$400	September 2024 to July 2028	3.242	%
$500	September 2024 to July 2029	3.226	%

In January 2025, the Company terminated the above interest rate swap agreements and received $31 million, in cash, representing the fair value of the contracts on the termination date. The Company simultaneously entered into two new interest rate swap agreements with similar terms as set out below that had fair value (liability) of $25 million as of September 30, 2025:


Notional Amount (in $ millions)	Period	Fixed Interest Rate
$400	September 2024 to July 2028	4.2075	%
$500	September 2024 to July 2029	4.209	%

Under ASC 815, Derivatives and Hedging, the fair value gain (loss) of the terminated interest rate swaps recorded in accumulated other comprehensive income (loss) will be proportionately included as interest expense, in the consolidated statement of operations until July 2029 as the interest payments are made over this period. Further, the Company has determined that the new interest rate swap contracts will be designated as cash flow hedges that are highly effective at offsetting the increases in cash outflows when the three-month SOFR exceeds respective fixed rates under the contracts. Changes in the fair value of the interest rate swaps, net of tax, are recognized in other comprehensive income (loss) and are reclassified out of accumulated other comprehensive income (loss) into interest expense when the hedged interest obligations affect earnings.

Cross Currency Interest Rate Swaps and Net Investment Hedges

During the nine months ended September 30, 2025, the Company had a fixed-to-fixed cross currency interest rate swap ("CCS") contract under which the Company will receive fixed interest at 7.5% per annum on a USD notional amount of $251 million and will pay fixed interest of 5.6390% per annum on EUR notional amount of €240 million. Notional amounts in the respective currencies are deemed to be exchanged at the beginning and end of the swap period. The swap's maturity date is July 26, 2029. Interest settlements under the CCS occur semi-annually in January and July of each year, that commenced on January 26, 2025, and end on July 26, 2029. The fair value (liability) of this CCS as of September 30, 2025, was $31 million.

The Company has designated the CCS contract as a net investment hedge, hedging foreign exchange translation risk related to a portion of its investments in EUR functional currency denominated subsidiaries on an after-tax basis. The Company has elected the spot method for measuring hedge effectiveness. As a result, the change in the fair value of the CCS contract attributable to the changes in the spot rates are recorded in the cumulative translation adjustment (CTA) section of other comprehensive income (loss). The initial value of the excluded components are recognized in interest expense under a systematic and rational method in accordance with ASC 815. Any difference between the change in fair value of the excluded components and the amounts recognized in earnings under the swap accrual process are also reported in the CTA section of other comprehensive income (loss). Amounts related to the CCS representing net periodic interest accruals are recognized in “Interest expenses,” on the Company's consolidated statements of operations.

Foreign Currency Forward Contracts

There are no foreign currency forward contracts open as of September 30, 2025. However, during the nine months ended September 30, 2025, the Company entered into certain foreign currency forward contracts that acted as economic hedges to partially offset exposure to foreign currency exchange rate fluctuations that resulted from certain intercompany balances. These contracts were not designated as hedging instruments under ASC 815. The changes in the fair value of the foreign currency forward contracts were recognized in other income (loss), net, on the consolidated statement of operations. All contracts had maturities of 90 days or less when entered into. The Company realized in cash and recognized a gain of $27 million on the change in fair value of the foreign currency forward contracts in its consolidated statement of operations for the nine months ended September 30, 2025. The cash proceeds received upon settlement of these foreign currency forward contracts is presented as an investing activity within the consolidated statements of cash flows.

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GLOBAL BUSINESS TRAVEL GROUP, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(UNAUDITED)

Earnout Shares

The Company has issued and outstanding earnout shares which are accounted for as derivative instruments (see note 11 – Earnout Shares).

The following table presents the balance sheet location and fair value of the Company’s derivative instruments, on a gross basis, under ASC 815:


(in $ millions)	Balance sheet Location	September 30, 2025		December 31, 2024
Derivatives designated as hedging instruments
Interest rate swaps	Other non-current assets	$	—	$	27
Interest rate swaps	Other non-current liabilities	(25)		—
Cross currency interest rate swaps	Other non-current liabilities	(31)		—
Derivatives not designated as hedging instruments

Earnout shares	Earnout derivative liabilities	(53)		(133)

The table below presents the impact of changes in fair values of derivatives on other comprehensive (loss) income and on net (loss) income:


	Amount of gain/(loss) recognized in other comprehensive income (loss)								Statement of operations location	Amount of gain/(loss) recognized in statements of operations
	Three months ended September 30,				Nine months ended September 30,					Three months ended September 30,				Nine months ended September 30,
	2025		2024		2025		2024			2025		2024		2025		2024
Derivatives designated as hedging instruments
Interest rate swaps	$	—	$	(10)	$	(22)	$	(5)	NA	—		—		—		—
Interest rate swaps re-classed to consolidated statements of operations	(2)		(2)		(7)		(6)		Interest expense	$	2	$	2	$	7	$	6
Cross currency interest rate swap	2		(12)		(31)		(12)		NA	—		—		—		—

Derivatives not designated as hedging instruments
Foreign currency forward contracts	—		—		—		—		Other (loss) income, net	—		—		27		—
Earnout Shares	—		—		—		—		Fair value movement on earnout derivative liabilities	(26)		(22)		80		(14)
										$	(24)	$	(20)	$	114	$	(8)

The Company expects $5 million of gain on the interest rate swap contracts to be reclassified from accumulated other comprehensive loss to net earnings as a credit to interest expense within the next 12 months.

(16) Fair Value Measurements

Financial instruments which are measured at fair value, or for which a fair value is disclosed, are classified in the fair value hierarchy, as outlined below, on the basis of the observability of the inputs used in the fair value measurement:

Level 1 — Valuations based on quoted prices in active markets for identical assets or liabilities that the Company has the ability to access.

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GLOBAL BUSINESS TRAVEL GROUP, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(UNAUDITED)

Level 2 — Valuations based on quoted prices in active markets for similar assets or liabilities, quoted prices in non-active markets or for which all significant inputs, other than quoted prices, are observable either directly or indirectly, or for which unobservable inputs are corroborated by market data.

Level 3 — Valuations based on inputs that are unobservable and significant to overall fair value measurement.

As of September 30, 2025, the Company’s financial assets and liabilities recorded at fair value on a recurring basis consist of its derivative instruments — interest rate swaps, cross currency interest rate swaps and non-employee earnout shares. The foreign currency forward contracts matured on June 30, 2025 and the Company has not entered into any new foreign currency forward contracts.

The fair value of the Company’s interest rate swaps has been primarily calculated by using a discounted cash flow analysis by taking the present value of the fixed and floating rate cash flows utilizing the appropriate forward SOFR curves and the counterparty’s credit risk, which was determined to be not material. The fair value of the Company’s cross currency interest rate swaps has been calculated by using discounted cash flows of the contracts using market observable inputs including currency spot and forward rates of the underlying currencies. The fair value of non-employee earnout shares is determined using the Monte Carlo valuation method.

Presented below is a summary of the gross carrying value and fair value of the Company’s assets and liabilities measured at fair value on a recurring basis:


		Asset/ (Liability)
(in $ millions)	Fair Value Hierarchy	September 30, 2025		December 31, 2024
Interest rate swap asset	Level 2	$	—	$	27
Interest rate swap liability	Level 2	(25)		—
Cross currency interest rate swap liability	Level 2	(31)		—


Non-employee earnout shares	Level 3	(53)		(133)

Inherent in the Monte Carlo valuation method, used to value earnout shares, are assumptions related to expected stock-price volatility, expected life, risk-free interest rate and dividend yield. The Company estimated the volatility of the earnout shares based on weighted average of its own share price volatility that matches the expected remaining life of the earnout shares. The risk-free interest rate was based on the U.S. Treasury zero-coupon yield curve for a maturity similar to the expected remaining life of the earnout shares. The expected life of the earnout shares was assumed to be equivalent to their remaining contractual term. The Company anticipated the dividend rate will remain at zero.

The following table presents the assumptions used for the measurement of the fair value of outstanding earnout shares liabilities:


	September 30, 2025		December 31, 2024
Stock price ($)	$	8.08	$	9.28
Risk-free interest rate	3.63%		4.26%
Volatility	36.0%		44.0%
Expected term (years)	1.7		2.4
Expected dividends	0.0%		0.0%

Fair value ($) (per earnout share – Tranche 1)	$	2.92	$	6.50
Fair value ($) (per earnout share – Tranche 2)	$	1.63	$	5.11

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GLOBAL BUSINESS TRAVEL GROUP, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(UNAUDITED)

The following table presents changes in Level 3 financial liabilities measured at fair value during the nine months September 30, 2025:


(in $ millions)	Earnout Shares (Amount)
Balance as of December 31, 2024	$	133
Change in fair value	(80)
Balance as of September 30, 2025	$	53

The Company does not measure its debt at fair value in its consolidated balance sheets. The fair value of the Company’s long-term debt is determined based on quoted prices in inactive markets for identical debt instruments, or for similar debt instruments, when traded as assets

The fair values of the Company’s outstanding senior secured term loans are as follows:


		September 30, 2025				December 31, 2024
(in $ millions)	Fair Value Hierarchy	Carrying amount(1)		Fair value		Carrying amount (1)		Fair value
Senior secured term loans - amended and restated	Level 2	$	1,370	$	1,393	$	1,376	$	1,405

_____________________________________________________________

(1)Represents outstanding principal amount of senior secured term loans less unamortized debt discount and debt issuance costs.

The carrying amounts of cash and cash equivalents, accounts receivable, due from affiliates, other current assets, accounts payable, due to affiliates and accrued expenses and other current liabilities approximate fair value due to the short-term maturities of these assets and liabilities.

Certain assets and liabilities, including long-lived assets, goodwill and other intangible assets, are measured at fair value on a non-recurring basis.

(17) Related Party Transactions

The following summaries relate to certain related party transactions entered into by the Company with certain of its shareholders, its shareholders' affiliates and the Company's affiliates.

Commercial Agreements

The Company has various commercial agreements with affiliates of American Express International, Inc. ("American Express"). In respect of such agreements, included in the operating costs are costs of $10 million and $9 million for the three months ended September 30, 2025 and 2024, respectively, and costs of $30 million and $28 million for the nine months ended September 30, 2025 and 2024, respectively, for charges from affiliates of American Express. Revenues also include revenue from affiliates of American Express of approximately $3 million and $2 million for the three months ended September 30, 2025 and 2024, respectively, and revenue of $6 million and $6 million for the nine months ended September 30, 2025 and 2024, respectively. Amounts payable to affiliates of American Express under these agreements, which include amounts collected by the Company on behalf of affiliates of American Express and amounts funded by affiliates of American Express against certain receivables, as of September 30, 2025 and December 31, 2024, were $30 million and $12 million, respectively. Amounts receivable from affiliates of American Express under these agreements were $3 million and $2 million as of September 30, 2025 and December 31, 2024, respectively.

In November 2021, the Company and an affiliate of EG Corporate Travel Holdings LLC (“Expedia") entered into a ten-year term marketing partner agreement to provide the Company’s business clients with access to Expedia and it's affiliates' hotel content. As a result of this agreement, the Company recognized revenue of $44 million and $40 million for the three months ended September 30, 2025 and 2024, respectively, and $134 million and $138 million for the nine months

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GLOBAL BUSINESS TRAVEL GROUP, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(UNAUDITED)

ended September 30, 2025 and 2024, respectively. The Company had $48 million and $44 million receivable from the affiliate of Expedia as of September 30, 2025 and December 31, 2024, respectively.

The Company and an affiliate of Expedia, entered into a Transition Services Agreement in 2021 (as amended from time to time) pursuant to which the affiliate of Expedia provided certain transition services to the Company through April 30, 2024 to facilitate an orderly transfer of Egencia from the Expedia affiliate to the Company. On May 1, 2024, the parties entered into an Operating Agreement (as amended from time to time) whereby the affiliate of Expedia would continue to provide certain operational services in support of the Egencia business for up to eighteen months. The total costs charged to the Company under such agreements for the three months ended September 30, 2025 and 2024, was approximately $1 million and $3 million, respectively, and for the nine months ended September 30, 2025 and 2024, was $2 million and $12 million, respectively, which was included in the Company’s consolidated statements of operations. As of September 30, 2025 and December 31, 2024, the Company had a payable to an affiliate of Expedia of $0 and $3 million, respectively. Further, as of September 30, 2025, Egencia had a net receivable of $1 million from Expedia on account of net cash collected by Expedia on behalf of Egencia.

As of December 31, 2024, the Company had $7 million payable to an affiliate of Expedia on account of a loss contingency recognized in 2022. During the three months ended March 31, 2025, the Company paid $3 million as the full and final amount towards this accrual and released the $4 million liability balance which is included in the Company's consolidated statements of operations.

As of September 30, 2025, the Company had dividend receivable of $2 million from an equity affiliate.

(18) Segment Information

The Company's reportable segments are determined based upon its internal organizational structure; the manner in which the Company’s operations are managed; the criteria used by the Company’s Chief Executive Officer, who is also the Company’s Chief Operating Decision Maker (“CODM”), to evaluate segment performance; the availability of separate financial information utilized on a regular basis by the CODM to assess financial performance and to allocate resources; and overall materiality considerations. All significant operating decisions are based on analysis of the Company as a single global business. As of September 30, 2025, the Company has determined it has one operating and reporting segment.

The financial measures which the Company’s CODM uses to evaluate the performance of the Company are revenue and consolidated net income (loss), considering the adjusted cost and expenses as shown in the table below. The CODM also regularly reviews revenue by transaction type – Travel Revenue and Products and Professional Services Revenue (see note 4 – Revenue from Contracts with Customers).

The table below sets forth information about reported segment revenue, significant segment expenses, other segment items and consolidated net income (loss).

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GLOBAL BUSINESS TRAVEL GROUP, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(UNAUDITED)


	Three months ended September 30,				Nine months ended September 30,
(in $ millions)	2025		2024		2025		2024
Revenue	$	674	$	597	$	1,926	$	1,832
Less: (a)
Adjusted cost of revenue (b)	269		235		739		725
Adjusted sales and marketing (b)	103		94		304		280
Adjusted technology and content (b)	125		106		351		315
Adjusted general and administrative (c)	51		44		134		144
Total adjusted cost and expenses	548		479		1,528		1,464

Share of income (loss) from equity-method investments	2		—		4		—

Less: other segment items
Interest income	2		2		6		4
Interest expense	(24)		(28)		(71)		(93)
Loss on early extinguishment of debt	—		(38)		(2)		(38)
Depreciation and amortization	(49)		(43)		(132)		(138)
Other, net (d)	(119)		(139)		$	(175)	(223)
Net (loss) income	$	(62)	$	(128)	$	28	$	(120)

(a)The significant expense categories and amounts align with the information that is regularly provided to the CODM.

(b)Excludes primarily non-cash equity-based compensation and related employer taxes.

(c)Excludes primarily non-cash equity-based compensation and related employer taxes, restructuring costs related to facilities consolidation, integration costs, costs related to mergers and acquisitions, non-cash equity-based compensation and related employer taxes and certain corporate costs.

(d)Relates primarily to restructuring, exit and other related charges, integration costs, mergers and acquisitions, equity-based compensation and related employer taxes, fair value movement of earnout derivative liabilities, provision for income taxes, foreign currency gains (losses) and non-service components of net periodic pension cost.

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ITEM 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations

FORWARD-LOOKING STATEMENTS

Certain statements made in this Quarterly Report on Form 10-Q (“Form 10-Q” or "Quarterly Report") are “forward-looking statements” within the meaning of Section 27A of the Securities Act and Section 21E of the Exchange Act and are subject to the safe harbor created thereby under the Private Securities Litigation Reform Act of 1995. Forward-looking statements provide our current expectations or forecasts of future events. Forward-looking statements include statements about our expectations, beliefs, plans, objectives, intentions, assumptions and other statements that are not historical facts. The words “anticipate,” “believe,” “continue,” “could,” “estimate,” “expect,” “intend,” “may,” “might,” “plan,” “possible,” “potential,” “predict,” “project,” “should,” “will,” “would” and similar expressions may identify forward-looking statements, but the absence of these words does not mean that a statement is not forward-looking.

The forward-looking statements contained in this Form 10-Q are based on our current expectations and beliefs concerning future developments and their potential effects on us. There can be no assurance that future developments affecting us will be those that we have anticipated. These forward-looking statements involve a number of risks, uncertainties (some of which are beyond our control) or other assumptions that may cause actual results or performance to be materially different from those expressed or implied by these forward-looking statements. These risks and uncertainties include, but are not limited to, the following risks, uncertainties and other factors:

•changes to projected financial information or our ability to achieve our anticipated growth rate and execute on industry opportunities;

•our ability to maintain our existing relationships with customers and suppliers and to compete with existing and new competitors;

•various conflicts of interest that could arise among us, affiliates and investors;

•our success in retaining or recruiting, or changes required in, our officers, key employees or directors;

•factors relating to our business, operations and financial performance, including market conditions and global and economic factors beyond our control;

•the impact of geopolitical conflicts, including the war in Ukraine and the conflicts in the Middle East, as well as related changes in base interest rates, inflation and significant market volatility on our business, the travel industry, travel trends and the global economy generally;

•the impact of the federal government shutdown that began in October 2025;

•the sufficiency of our cash, cash equivalents and investments to meet our liquidity needs;

•the effect of a prolonged or substantial decrease in global travel on the global travel industry;

•political, social and macroeconomic conditions (including the widespread adoption of teleconference and virtual meeting technologies which could reduce the number of in-person business meetings and demand for travel and our services);

•the effect of legal, tax and regulatory changes;

•the impact of any future acquisitions including the integration of any acquisition;

•costs related to, or the inability to recognize the anticipated benefits of our merger (the “Merger”) with CWT Holdings, LLC. ("CWT");

•risks related to the business of CWT or unexpected liabilities that arise in connection with the transaction or the integration of CWT including our ability to apply our procedures regarding internal controls over financial reporting to CWT;

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•the outcome of any legal proceedings that may be instituted against the Company in connection with the Merger; and

•other factors detailed under the heading “Risk Factors” in this Form 10-Q and our Annual Report on Form 10-K for the year ended December 31, 2024 filed with the SEC on March 7, 2025 ("Annual Report on Form 10-K"), as well as other risks and uncertainties detailed from time to time in our subsequent filings with the SEC.

Should one or more of these risks or uncertainties materialize, or should any of our assumptions prove incorrect, actual results may vary in material respects from those projected in these forward-looking statements. We undertake no obligation to update or revise any forward-looking statements, whether as a result of new information, future events or otherwise, except as may be required under applicable securities laws.

You should read the following discussion and analysis of our financial condition and results of operations together with our consolidated financial statements, and the related notes, included elsewhere in this Form 10-Q. The discussion and analysis below presents our historical results as of and for the periods ended on, the dates indicated.

Overview

We operate American Express Global Business Travel, a leading software and services company for travel, expense and meetings & events. We have built one of the most valuable marketplaces in travel with comprehensive and competitive content. We offer a choice of software solutions for customers to access the Amex GBT marketplace, backed up by global teams for 24/7 support in over 140 countries.

We service our clients in the following ways:

•The Amex GBT marketplace is our proprietary capability to provide travel suppliers with efficient access to business travel clients serviced by our diverse portfolio of leading travel management solutions and Network Partners (defined below). We believe this access allows travel suppliers to benefit from premium demand (which we generally view as demand that is differentially valuable and profitable to suppliers) without incurring the costs associated with directly marketing to, and servicing the diverse requirements of, our business clients. Our travel supplier relationships generate efficiencies and cost savings that can be passed on to our business clients, delivering access to extensive and competitive content including unique negotiated content.

•Our award-winning client facing travel and expense solutions are built to deliver business value through optimized user experiences across business travel and are comprised of Egencia, Neo1, Neo, Select, and Ovation. These solutions are accessible over web and mobile interfaces, powered by our data management infrastructure and built by our dedicated product engineering team who is committed to driving technical innovation across the business travel industry.

•GBT Partner Solutions is our program whereby we extend our platform to third-party travel management companies and independent advisors (collectively, "Network Partners"), by offering them access to our differentiated content and technology, global servicing capabilities and access to our leading content marketplace ("GBT Partner Solutions"). Through GBT Partner Solutions, we aggregate business travel demand serviced by our Network Partners at low incremental cost, which we believe enhances the economics of our platform, generates increased return on investment and expands our geographic and segment footprint.

Merger of CWT

On September 2, 2025, we completed the acquisition of CWT in accordance with terms of the Merger Agreement (see note 3 - Business Acquisition to our consolidated financial statements included elsewhere in this Form 10-Q).

Macroeconomic conditions and trends

While transactions grew during the nine months ended September 30, 2025, macro-economic and political uncertainties such as U.S. tariffs, risk of recession, inflationary pressures, currency fluctuations, stock market volatility and geopolitical conflicts, have contributed to an increasingly complex business environment and uncertainty in business trends. Our future operational results may be subject to volatility, particularly in the short-term, due to the impact of the aforementioned trends.

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Key Factors Affecting Our Results of Operations

As a result of a number of factors, our historical results of operations are not comparable from period to period and may not be comparable to our financial results of operations in future periods. Set forth below is a brief discussion of the key factors impacting the comparability of our results of operations.

Impact of Acquisition

From time-to-time we pursue accretive acquisitions and have realized substantial growth through our acquisition strategy. In September 2025, we completed the acquisition of CWT. CWT is a global business travel and meetings management company that provides corporate travel booking, program management and related services to enterprises and government clients.

Our consolidated financial statements for the three and nine months ended September 30, 2025 include the results of the CWT acquisition from the closing date of the transaction.

This acquisition will have an impact on our revenue, cost of revenue and other operating expenses (including integration, restructuring and depreciation and amortization). Further, purchase accounting under GAAP requires that all assets acquired and liabilities assumed in a business combination be recorded at fair value on the acquisition date. This could result in a significant amount of amortization of acquired intangibles (or impairments, if any) recorded in our results of operations, which may significantly impact our results of operations.

Fair Value Movements for Earnout Shares

We have earnout shares that we record as derivative liabilities, recognizing any fair value movement in the consolidated statements of operations. We have experienced significant gains or losses on account of fair value movements related to these earnout shares, which has impacted our results of operations.

Foreign Currency Exchange

We have considerable business operations outside of the U.S. As we report our results in U.S. Dollars, we face

exposure to movements in foreign currency exchange rates as the financial results and the financial condition of our

businesses outside of the U.S. are translated from local functional currency into U.S. Dollars. As a result of movements in

foreign currency exchange rates, the amounts of our foreign-currency denominated net assets, revenues, operating expenses, and net income as expressed in U.S. Dollars are affected. However, since our expenses are generally denominated in foreign currencies on a basis similar to our revenues, our operating margins have not been significantly impacted by currency fluctuations.

Further, our results of operations are also affected due to the remeasurement of monetary assets and liabilities denominated in currencies other than the functional currency of entities. These remeasurement adjustments are recognized in earnings and can result in foreign currency gains or losses, depending on the direction of currency movements. Period-to-period changes in exchange rates, particularly in the Euro and British Pound, can introduce volatility into our reported financial results, independent of underlying business performance. While we entered into foreign currency forward contracts to economically hedge, in part, risks from such remeasurements, these measures do not fully offset the impact of foreign currency fluctuations on our financial results.

Key Operating and Financial Metrics

We monitor the following key operating and financial metrics to help us evaluate our business, measure our performance, identify trends affecting our business, prepare financial projections and make strategic decisions. The following key operating and financial metrics, which we believe are useful in evaluating our business, are used by management to monitor and analyze the operational and financial performance of our business:

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	Three months ended September 30,						Change increase/(decrease)				Nine months ended September 30,						Change increase/(decrease)
(in $ millions, except percentages)	2025			2024					%		2025			2024					%
Key Operating Metrics
TTV	$	9,523		$	7,752		$	1,771	23%		$	25,763		$	23,581		$	2,182	9	%
Transaction Growth	19%			5		%	n/m		n/m		7		%	5		%	n/m		n/m
Key Financial Metrics
Revenue	674			597			77		13%		1,926			1,832			94		5	%
Total operating expense	662			570			92		16%		1,825			1,747			78		4	%
Gross Profit	388			347			41		12	%	1,139			1,069			70		6	%
Gross Profit Margin	58		%	58		%	(60)bps		(1)	%	59		%	58		%	80bps		1	%
Operating income	12			27			(15)		(54)	%	101			85			16		19	%
Net (loss) income	(62)			(128)			66		52%		28			(120)			148		n/m
Net (loss) income margin	(9)		%	(21)		%	1220bps		57%		1		%	(7)		%	800bps		n/m
Net cash from operating activities	71			85			(14)		(14)%		181			207			(26)		(12)	%
Adjusted Gross Profit	404			360			44		12	%	1,183			1,103			80		7	%
Adjusted Gross Profit margin	60		%	60		%	(40)bps		(1)	%	61		%	60		%	120bps		2	%
EBITDA	33			33			—		4%		293			200			93		46	%
Adjusted EBITDA	128			118			10		9%		402			368			34		9	%
Adjusted EBITDA margin	19%			20		%	(70)bps		(3)%		21%			20		%	80bps		4	%
Adjusted Operating Expenses	548			479			69		14%		1,528			1,464			64		4	%
Free Cash Flow	38			59			(21)		(33)%		91			132			(41)		(30)	%


	As of September 30,		As of December 31,
	2025		2024
Net Debt	$	962	$	848

_____________________________________________________________

n/m = Percentage calculated is not meaningful

Key Operating Metrics

We consider Total Transaction Value (“TTV”) (as defined below), followed by Transaction Growth (Decline) (as defined below), to be two significant non-financial metrics that are broadly used in the travel industry to help understand revenue and expense trends. These metrics are used by our management to (1) manage the financial planning and performance of our business, (2) evaluate the effectiveness of our business strategies, (3) make budgeting decisions, and (4) compare our performance to the performance of our peer companies. We also believe that TTV, followed by Transaction Growth (Decline), may assist potential investors and financial analysts in understanding the drivers of growth in our revenues and changes in our operating expenses across reporting periods.

TTV

TTV refers to the sum of the total price paid by travelers for air, hotel, rail, car rental and cruise bookings, including taxes and other charges applied by suppliers at point of sale, less cancellations and refunds.

For the three months ended September 30, 2025, TTV increased by $1,771 million, or 23% , to $9,523 million compared to the three months ended September 30, 2024, with CWT contributing 14% of this growth. For the nine months ended September 30, 2025, TTV increased by $2,182 million, or 9%, to $25,763 million compared to the nine months

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ended September 30, 2024, with CWT contributing 4% of this growth. The remaining increase in TTV during both the three and nine months ended September 30, 2025 was primarily due to Transaction Growth, an increase in both average air transaction price and average hotel stay price and a favorable impact from foreign currency exchange rates.

Transaction Growth (Decline)

Transaction Growth (Decline) represents year-over-year increase or decrease as a percentage of the total transactions, including air, hotel, car rental, rail or other travel-related transactions, recorded at the time of booking, and is calculated on a net basis to exclude cancellations, refunds and exchanges. To calculate year-over-year growth or decline, we compare the total number of net transactions in the comparative previous period/ year to the total number of net transactions in the current period/year in percentage terms.

Transaction Growth was 19% for the three months ended September 30, 2025 and was 7% for the nine months ended September 30, 2025, with CWT contributing 15% and 5% of this growth, respectively. The remaining Transaction Growth during both the three and nine months ended September 30, 2025 was primarily due to share gains and increased demand for business travel from our clients, with strong global multinational customer base performance offset by slower growth in small and medium enterprise customer base.

Non-GAAP Financial Measures

We report our financial results in accordance with GAAP. Our non-GAAP financial measures are provided in addition, and should not be considered as an alternative, to other performance or liquidity measures derived in accordance with GAAP. Non-GAAP financial measures have limitations as analytical tools, and you should not consider them either in isolation or as a substitute for analyzing our results as reported under GAAP. In addition, because not all companies use identical calculations, the presentations of our non-GAAP financial measures may not be comparable to other similarly titled measures of other companies and can differ significantly from company to company.

Management believes that these non-GAAP financial measures provide users of our financial information with useful supplemental information that enables a better comparison of our performance or liquidity across periods. In addition, we use certain of these non-GAAP financial measures as performance measures as they are important metrics used by management to evaluate and understand the underlying operations and business trends, forecast future results and determine future capital investment allocations. We also use certain of our non-GAAP financial measures as indicators of our ability to generate cash to meet our liquidity needs and to assist our management in evaluating our financial flexibility, capital structure and leverage. These non-GAAP financial measures supplement comparable GAAP measures in the evaluation of the effectiveness of our business strategies, to make budgeting decisions, and/or to compare our performance and liquidity against that of other peer companies using similar measures.

Adjusted Gross Profit, Adjusted Gross Profit Margin, EBITDA, Adjusted EBITDA, Adjusted EBITDA Margin, Adjusted Operating Expenses

We define Adjusted Gross Profit as revenue less cost of revenue (excluding depreciation and amortization).

We define Adjusted Gross Profit Margin as Adjusted Gross Profit divided by revenue.

We define EBITDA as net income (loss) before interest income, interest expense, gain (loss) on early extinguishment of debt, benefit from (provision for) income taxes and depreciation and amortization.

We define Adjusted EBITDA as net income (loss) before interest income, interest expense, gain (loss) on early extinguishment of debt, benefit from (provision for) income taxes and depreciation and amortization and as further adjusted to exclude costs that management believes are non-core to the underlying business of the Company, consisting of restructuring, exit and related charges, integration costs, costs related to mergers and acquisitions, non-cash equity-based compensation and related employer taxes, long-term incentive plan costs, certain corporate costs, fair value movements on earnout derivative liabilities, foreign currency gains (losses) and non-service components of net periodic pension benefit (costs).

We define Adjusted EBITDA Margin as Adjusted EBITDA divided by revenue.

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We define Adjusted Operating Expenses as total operating expenses excluding depreciation and amortization and costs that management believes are non-core to the underlying business of the Company, consisting of restructuring, exit and related charges, integration costs, costs related to mergers and acquisitions, non-cash equity-based compensation and related employer taxes, long-term incentive plan costs and certain corporate costs.

Adjusted Gross Profit, Adjusted Gross Profit Margin, EBITDA, Adjusted EBITDA, Adjusted EBITDA Margin and Adjusted Operating Expenses are supplemental non-GAAP financial measures of operating performance that do not represent and should not be considered as alternatives to gross profit, net income (loss) or total operating expenses, as determined under GAAP. In addition, these measures may not be comparable to similarly titled measures used by other companies.

These non-GAAP measures have limitations as analytical tools, and these measures should not be considered in isolation or as a substitute for analysis of the Company’s results or expenses as reported under GAAP. Some of these limitations are that these measures do not reflect:

•changes in, or cash requirements for, our working capital needs or contractual commitments;

•our interest expense, or the cash requirements to service interest or principal payments on our indebtedness;

•our tax expense, or the cash requirements to pay our taxes;

•recurring, non-cash expenses of depreciation and amortization of property and equipment and definite-lived intangible assets and, although these are non-cash expenses, the assets being depreciated and amortized may have to be replaced in the future;

•the non-cash expense of stock-based compensation, which has been, and will continue to be for the foreseeable future, an important part of how we attract and retain our employees and a significant recurring expense in our business;

•restructuring, mergers and acquisition and integration costs, all of which are intrinsic to our acquisitive business model; and

•impact on earnings or changes resulting from matters that are non-core to our underlying business, as we believe they are not indicative of our underlying operations.

Adjusted Gross Profit, Adjusted Gross Profit Margin, EBITDA, Adjusted EBITDA, Adjusted EBITDA Margin and Adjusted Operating Expenses should not be considered as a measure of liquidity or as a measure determining discretionary cash available to us to reinvest in the growth of our business or as measures of cash that will be available to us to meet our obligations.

We believe that the adjustments applied in presenting Adjusted Gross Profit, Adjusted Gross Profit Margin, EBITDA, Adjusted EBITDA, Adjusted EBITDA Margin and Adjusted Operating Expenses are appropriate to provide additional information to investors about certain material non-cash and other items that management believes are non-core to our underlying business.

We use these measures as performance measures as they are important metrics used by management to evaluate and understand the underlying operations and business trends, forecast future results and determine future capital investment allocations. These non-GAAP measures supplement comparable GAAP measures in the evaluation of the effectiveness of our business strategies, to make budgeting decisions, and to compare our performance against that of other peer companies using similar measures. We also believe that Adjusted Gross Profit, Adjusted Gross Profit Margin, EBITDA, Adjusted EBITDA, Adjusted EBITDA Margin and Adjusted Operating Expenses are helpful supplemental measures to assist potential investors and analysts in evaluating our operating results across reporting periods on a consistent basis.

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Set forth below is a reconciliation of Adjusted Gross Profit to Gross Profit.


	Three months ended September 30,						Nine months ended September 30,
(in $ millions)	2025			2024			2025			2024
Revenue	$	674		$	597		$	1,926		$	1,832
Cost of revenue (excluding depreciation and amortization)	270			237			743			729
Adjusted Gross Profit	404			360			1,183			1,103
Depreciation and amortization related to cost of revenue	16			13			44			34
Gross Profit	388			347			1,139			1,069
Gross Profit Margin	58		%	58		%	59		%	58		%
Adjusted Gross Profit Margin	60		%	60		%	61		%	60		%

Set forth below is a reconciliation of net (loss) income to EBITDA and Adjusted EBITDA.


	Three months ended September 30,						Nine months ended September 30,
(in $ millions)	2025			2024			2025			2024
Net (loss) income	$	(62)		$	(128)		$	28		$	(120)
Interest income	(2)			(2)			(6)			(4)
Interest expense	24			28			71			93
Loss on early extinguishment of debt	—			38			2			38
Provision for income taxes	24			54			66			55
Depreciation and amortization	49			43			132			138
EBITDA	33			33			293			200
Restructuring, exit and related charges (a)	31			8			48			14
Integration costs (b)	4			7			12			20
Mergers and acquisitions costs (c)	10			12			34			37
Equity-based compensation and related employer taxes (d)	19			22			70			64
Fair value movement on earnout derivative liabilities (e)	26			22			(80)			14
Other adjustments, net (f)	5			14			25			19
Adjusted EBITDA	$	128		$	118		$	402		$	368
Net (loss) income Margin	(9)		%	(21)		%	1		%	(7)		%
Adjusted EBITDA Margin	19		%	20		%	21		%	20		%

Set forth below is a reconciliation of total operating expenses to Adjusted Operating Expenses:


	Three months ended September 30,				Nine months ended September 30,
(in $ millions)	2025		2024		2025		2024
Total operating expenses	$	662	$	570	$	1,825	$	1,747
Adjustments:
Depreciation and amortization	(49)		(43)		(132)		(138)
Restructuring, exit and related charges (a)	(31)		(8)		(48)		(14)
Integration costs (b)	(4)		(7)		(12)		(20)
Mergers and acquisitions costs (c)	(10)		(12)		(34)		(37)
Equity-based compensation and related employer taxes (d)	(19)		(22)		(70)		(64)
Other adjustments, net (f)	(1)		1		(1)		(10)
Adjusted Operating Expenses	$	548	$	479	$	1,528	$	1,464

_____________________________________________________________

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(a)Includes (i) employee severance costs of $29 million and $2 million for the three months ended September 30, 2025 and 2024, respectively, and $44 million and $8 million for the nine months ended September 30, 2025 and 2024, respectively, (ii) accelerated amortization of operating lease ROU assets of $2 million and $4 million for the three months ended September 30, 2025 and 2024, respectively and $3 million and $4 million for the nine months ended September 30, 2025 and 2024, respectively and (iii) contract costs related to facility abandonment of $0 and $2 million for the three months ended September 30, 2025 and 2024, respectively, and $1 million and $2 million for the nine months ended September 30, 2025 and 2024, respectively.

(b)Represents expenses related to the integration of business acquisitions.

(c)Represents expenses related to business acquisitions, including potential business acquisitions, and includes pre-acquisition due diligence and related activities costs.

(d)Represents non-cash equity-based compensation expense and employer taxes paid related to equity incentive awards to certain employees.

(e)Represents fair value movements on earnout derivative liabilities during the periods.

(f)Adjusted Operating Expenses excludes (i) long-term incentive plan expense of $1 million and $6 million for the nine months ended September 30, 2025 and 2024, respectively, and (ii) legal and professional services costs/ (reversals) of $1 million and $(1) million for the three months ended September 30, 2025 and 2024, respectively and $0 and $4 million for the nine months ended September 30, 2025 and 2024, respectively. Adjusted EBITDA additionally excludes (i) unrealized foreign exchange loss of $2 million and $14 million for the three months ended September 30, 2025 and 2024, respectively, and $19 million and $5 million for the nine months ended September 30, 2025 and 2024, respectively, and (ii) non-service component of our net periodic pension cost related to our defined benefit pension plans of $2 million and $1 million for the three months ended September 30, 2025 and 2024, respectively, and $5 million and $4 million for the nine months ended September 30, 2025 and 2024, respectively.

For a discussion of Free Cash Flow and Net Debt, see “Liquidity and Capital Resources — Free Cash Flow” and “Liquidity and Capital Resources — Net Debt.”

Results of Operations

Three Months Ended September 30, 2025 Compared to Three Months Ended September 30, 2024

The following is a discussion of our results of the consolidated statements of operations for the three months ended September 30, 2025 and 2024:

Revenues


	Three months ended September 30,				Change increase/(decrease)
(in $ millions)	2025		2024		$		%
Travel revenue	$	528	$	478	$	50	10	%
Product and professional services revenue	146		119		27		23	%
Total revenue	$	674	$	597	$	77	13	%

For the three months ended September 30, 2025, our total revenue increased by $77 million, or 13%, primarily due to an increase in both Travel Revenue and Product and Professional Services Revenue. The increase in total revenue was primarily driven by $57 million of incremental revenue resulting from the CWT acquisition and a $20 million increase due to Transaction Growth and increase in TTV, including a favorable foreign exchange impact of $9 million. Additionally, there was a decline in yield during the period due to the intentional continued shift to digital transactions and the fixed components of our revenue. Yield is calculated as total revenue divided by TTV for the same period.

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Travel Revenue increased by $50 million or 10% due to $42 million of incremental revenue resulting from the CWT acquisition and $8 million due to an increase in Transaction Growth and increase in TTV, including $5 million of favorable foreign exchange impact.

Product and professional services revenue increased $27 million, or 23%, due to $15 million of incremental revenue resulting from the CWT acquisition, an $8 million increase in other professional services revenue and a $4 million increase in management fees, including $4 million of favorable foreign exchange impact.

Cost of Revenue (Excluding Depreciation and Amortization)


	Three months ended September 30,				Change increase/(decrease)
(in $ millions)	2025		2024		$		%
Cost of revenue (excluding depreciation and amortization)	$	270	$	237	$	33	14	%

For the three months ended September 30, 2025, cost of revenue (excluding depreciation and amortization) increased by $33 million, or 14%, primarily due to (i) $30 million of incremental expenses resulting from the CWT acquisition, (ii) a $6 million increase due to unfavorable foreign exchange impact, and (iii) a $5 million related to employee merit increases, partially offset by (iv) $7 million productivity improvements primarily driven by reduction in expenses due to cost savings initiatives.

Sales and Marketing


	Three months ended September 30,				Change increase/(decrease)
(in $ millions)	2025		2024		$		%
Sales and marketing	$	108	$	99	$	9	8	%

For the three months ended September 30, 2025, sales and marketing expenses increased by $9 million, or 8%, primarily due to (i) $6 million of incremental expenses resulting from the CWT acquisition, (ii) a $3 million increase related to higher employee headcount and merit increases, (iii) $3 million of increased costs to manage volume and support growth plans in hotel acceleration and small and medium enterprise customer base and (iv) a $2 million increase due to unfavorable foreign exchange impact, partially offset by (v) a $6 million reduction in expenses primarily due to cost savings initiatives.

Technology and Content


	Three months ended September 30,				Change increase/(decrease)
(in $ millions)	2025		2024		$		%
Technology and content	$	130	$	112	$	18	15	%

For the three months ended September 30, 2025, technology and content costs increased by $18 million, or 15%, due to (i) $10 million of incremental expenses resulting from the CWT acquisition, (ii) a $6 million increase in expenses to support growth plans in hotel acceleration and small and medium enterprise customer base, (iii) a $2 million increase related to employee merit increases and (iv) a $2 million increase due to unfavorable foreign exchange impact, partially offset by (v) a $2 million reduction in expenses due to cost savings initiatives.

General and Administrative


	Three months ended September 30,				Change increase/(decrease)
(in $ millions)	2025		2024		$		%
General and administrative	$	76	$	75	$	1	—	%

For the three months ended September 30, 2025, general and administrative expenses increased marginally by $1 million. Incremental expenses of $8 million resulting from the CWT acquisition and a $3 million increase in head office

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costs was partially offset by reduction in expenses of $5 million due to cost savings initiatives, a $3 million decrease in integration costs and a $2 million decrease in mergers and acquisitions costs.

Restructuring and Other Exit Charges

For the three months ended September 30, 2025, restructuring charges of $29 million related primarily to restructuring actions initiated by us following a review of the combined business after completion of the CWT acquisition (see note 7 - Restructuring, Exit and Related Charges).

Depreciation and Amortization

For the three months ended September 30, 2025, depreciation and amortization increased by $6 million, or 17%, primarily resulting from the CWT acquisition.

Interest Expense

For the three months ended September 30, 2025, interest expense decreased by $4 million or 13%. The fixed rate margins were generally lower during the three months ended September 30, 2025 compared to three months ended September 30, 2024 due to refinancing of term loans in July 2024 and a further repricing of term loans in February 2025 (see note 8 - Long-term Debt). The reduction in variable interest rates further reduced our interest expense in respect of a portion of debt not covered by interest rate swaps hedges.

Fair Value Movement on Earnout Derivative Liabilities

During the three months ended September 30, 2025, the fair value movement of our derivative liabilities related to our earnout shares resulted in a charge of $26 million to our consolidated statements of operations compared to a charge of $22 million during the three months ended September 30, 2024. The increase in fair value of earnout derivative liability during the three months ended September 30, 2025, was mainly driven by the increase in our stock price as of September 30, 2025.

Other Loss, Net

For the three months ended September 30, 2025, other loss, net, decreased by $11 million primarily due to favorable foreign exchange movements.

Provision for Income Taxes

For the three months ended September 30, 2025 and 2024, we had income tax provision of $24 million and $54 million, respectively. Our effective tax rate for the three months ended September 30, 2025 of (60%) is different than the U.S. federal statutory corporate income tax rate of 21% due to changes to the valuation allowance for deferred tax assets, the tax impact of non-deductible expenses and the non-taxable loss on the fair value change in the earnout shares derivative liability during the period. Additionally, these items have a greater impact on the effective tax rate for the period due to the pre-tax net loss incurred during the three months ended September 30, 2025. Our effective tax rate for the three month period ended September 30, 2024 is different than the U.S. federal statutory corporate income tax rate of 21% due to changes to the valuation allowance for deferred tax assets and non-deductible expenses.

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Nine Months Ended September 30, 2025 Compared to Nine Months Ended September 30, 2024

The following is a discussion of our results of the consolidated statements of operations for the nine months ended September 30, 2025 and 2024:

Revenues


	Nine months ended September 30,				Change increase/(decrease)
(in $ millions)	2025		2024		$		%
Travel revenue	$	1,534	$	1,476	$	58	4%
Product and professional services revenue	$	392	356		36		10%
Total revenue	$	1,926	$	1,832	$	94	5%

For the nine months ended September 30, 2025, our total revenue increased by $94 million, or 5%, due to an increase in both Travel Revenue and Product and Professional Services Revenue. The increase in total revenue was driven by $57 million of incremental revenue resulting from the CWT acquisition and a $37 million from Transaction Growth and increase in TTV, including a $10 million favorable foreign exchange impact. Additionally, there was a decline in yield during the period due to the intentional continued shift to digital transactions and the fixed components of our revenue. Yield is calculated as total revenue divided by TTV for the same period.

Travel Revenue increased by $58 million, or 4%, due to (i) $42 million of incremental revenue resulting from the CWT acquisition and $16 million due to Transaction Growth and increase in TTV growth including $5 million of favorable foreign exchange impact.

Product and Professional Services Revenue increased by $36 million, or 10%, due to $15 million of incremental revenue resulting from the CWT acquisition, a $13 million increase in other professional services revenue including $5 million of favorable foreign exchange impact and an $8 million increase in management fees.

Cost of Revenue (Excluding Depreciation and Amortization)


	Nine months ended September 30,				Change increase/(decrease)
(in $ millions)	2025		2024		$		%
Cost of revenue (excluding depreciation and amortization)	$	743	$	729	$	14	2	%

For the nine months ended September 30, 2025, cost of revenue (excluding depreciation and amortization) increased by $14 million, or 2%, primarily due to (i) $30 million of incremental expenses resulting from the CWT acquisition, (ii) $16 million related to employee merit increases and (iii) $5 million increase due to unfavorable foreign exchange impact, partially offset by (iv) $36 million productivity improvements primarily driven by reduction in expenses due to cost savings initiatives.

Sales and Marketing


	Nine months ended September 30,				Change increase/(decrease)
(in $ millions)	2025		2024		$		%
Sales and marketing	$	322	$	297	$	25	8	%

For the nine months ended September 30, 2025, sales and marketing expenses increased by $25 million, or 8%, primarily due to (i) a $13 million increase related to higher employee headcount and merit increases, (ii) a $9 million increase in costs to manage volume and support growth plans in hotel acceleration and small and medium enterprise customer base, (iii) $6 million of incremental expenses resulting from the CWT acquisition, (iv) a $4 million increase mainly due to professional services vendor spend, (v) $3 million increase due to unfavorable foreign exchange impact, partially offset by (vi) a $13 million reduction in expenses primarily due to cost savings initiatives.

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Technology and Content


	Nine months ended September 30,				Change increase/(decrease)
(in $ millions)	2025		2024		$		%
Technology and content	$	370	$	332	$	38	11	%

For the nine months ended September 30, 2025, technology and content costs increased by $38 million, or 11%, primarily due to (i) a $17 million increase related to higher employee headcount and merit increases and (ii) a $15 million increase to support growth plans in hotel acceleration and small and medium enterprise customer base, (iii) $10 million of incremental expenses resulting from the CWT acquisition, and (iv) a $4 million increase due to unfavorable foreign exchange impact, partially offset by (v) a $9 million reduction in expenses due to cost savings initiatives.

General and Administrative


	Nine months ended September 30,				Change increase/(decrease)
(in $ millions)	2025		2024		$		%
General and administrative	$	213	$	241	$	(28)	(12)	%

For the nine months ended September 30, 2025, general and administrative expenses decreased by $28 million, or 12%, primarily due to (i) a $16 million decrease in head office costs and other corporate expenses, (ii) a $10 million decrease resulting from cost saving initiatives, (iii) $8 million decrease in integration costs, and (iv) a $3 million decrease in mergers and acquisitions costs, partially offset by (v) $8 million of incremental expenses resulting from the CWT acquisition.

Restructuring and Other Exit Charges

For the nine months ended September 30, 2025, restructuring charges of $45 million primarily related to restructuring actions initiated by us following a review of the combined business after completion of the CWT acquisition and other employee severance costs due to reduction in workforce to improve operational efficiencies (see note 7 - Restructuring, Exit and Related Charges).

Depreciation and Amortization

For the nine months ended September 30, 2025, depreciation and amortization decreased $6 million, or 4%, primarily due to certain intangible assets that were fully amortized during 2024, partially offset by incremental depreciation resulting from the CWT acquisition and accelerated amortization of leasehold improvements.

Interest Expense

For the nine months ended September 30, 2025, interest expense decreased by $22 million or 23%. The fixed rate margins were generally lower during the nine months ended September 30, 2025 compared to nine months ended September 30, 2024 due to refinancing of term loans in July 2024. Subsequently, in February 2025, we repriced our term loans that lowered the fixed rate margins further (see note 8 - Long-term Debt). The reduction in variable interest rates further reduced our interest expense in respect of a portion of debt not covered by interest rate swaps hedges.

Fair Value Movements on Earnout Derivative Liabilities

During the nine months ended September 30, 2025, the fair value movement of our derivative liabilities related to our earnout shares resulted in a credit of $80 million to our consolidated statements of operations compared to a charge of $14 million during the nine months ended September 30, 2024. The decrease in fair value of earnout derivative liability during the nine months ended September 30, 2025 was mainly driven by the decrease in our stock price and the lower remaining expected term of the earnout shares as of September 30, 2025.

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Other Loss, Net

For the nine months ended September 30, 2025, other loss, net, increased by $15 million primarily due to unfavorable foreign exchange movements.

Provision for Income Taxes

For the nine months ended September 30, 2025 and 2024, we had income tax expense of $66 million and $55 million, respectively. Our effective tax rate for the nine months ended September 30, 2025 of 73% is higher than the U.S. federal statutory corporate income tax rate of 21% primarily due to changes to the valuation allowance for deferred tax assets and the tax impact of non-deductible expenses, partially offset by the non-taxable gain on the fair value change in the earnout shares derivative liability during the period. Our effective tax rate for the nine months ended September 30, 2024 is different than the U.S. federal statutory corporate income tax rate of 21% due to changes to the valuation allowance for deferred taxes, non-deductible expenses and and certain U.S. minimum taxes.

Liquidity and Capital Resources

We maintain a level of liquidity sufficient to allow us to meet our cash needs in the short-term. Over the long-term, we manage our cash and capital structure with an intention to maintain our financial condition and flexibility for future strategic initiatives. Our principal sources of liquidity are typically cash flows generated from operations, cash available under the credit facilities as well as cash and cash equivalent balances on hand. As of September 30, 2025 and December 31, 2024, our cash and cash equivalent balances were $427 million and $536 million, respectively. During the nine months ended September 30, 2025 and 2024, our net cash from operating activities was $181 million and $207 million, respectively, and our Free Cash Flow was $91 million and $132 million, respectively (See “— Free Cash Flow” for additional information about this non-GAAP measure and a reconciliation to the most directly comparable financial measure calculated in accordance with GAAP). As of September 30, 2025, our Revolving Credit Facility of $360 million under the A&R Credit Agreement remained fully undrawn; however, our full utilization of the $360 million of available commitments thereunder may be effectively limited with the leverage-based financial covenant requirements.

We believe our liquidity is important given our limited ability to predict future financial performance due to the uncertainties of a potential economic slowdown on account of prevailing macro-economic conditions. We continue to take measures to improve our liquidity. Such measures include our cost savings initiatives that includes productivity-related actions (process improvements, location optimizations, voluntary and involuntary redundancies, etc.) and vendor cost reductions. Cost savings include benefits for actions taken in the prior year and in 2025. Further, from time to time, we have entered into several financial transactions, including debt financing / refinancing / repricing transactions to reduce costs and improve liquidity. In February 2025, we entered in an amendment to the A&R Credit Agreement to reduce our interest rate margins by 50 bps (see note 8 - Long-term Debt to our consolidated financial statements included elsewhere in this Form 10-Q). Further, in February 2025, we received an upgrade to our credit ratings which reduced the commitment fees by 0.125% payable on our Revolving Credit Facility (see Net Debt - Debt Ratings below). We continue to explore other capital market transactions, process rationalizations and cost reduction measures to improve our liquidity position.

Based on our current operating plan, existing cash and cash equivalents, increase in business volume trends, mitigation measures taken or planned to strengthen our liquidity and financial position, along with our revolving credit funding capacity under the Amended Credit Agreement and cash flows from operations, we believe we have adequate liquidity to meet the future operating, investing and financing needs of the business for a foreseeable future. Although we believe that we will have a sufficient level of cash and cash equivalents to cover our working capital needs in the ordinary course of business and to continue to expand our business, we may, from time to time, explore additional financing sources to lower our cost of capital, which could include equity, equity-linked and debt financing. In addition, from time to time, we may evaluate acquisitions and other strategic opportunities or undertake transactions to increase shareholder value. If we elect to pursue any such investments or transactions, we may fund them with internally generated funds, bank financing, the issuance of other debt or equity or a combination thereof. There is no assurance that such funding would be available to us on acceptable terms or at all.

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Cash Flows

The following table summarizes our cash flows for the periods indicated:


	Nine months ended September 30,				Change increase/(decrease)
(in $ millions)	2025		2024		$
Net cash from operating activities	$	181	$	207	$	(26)
Net cash used in investing activities	$	(201)	(70)		(131)
Net cash used in financing activities	$	(81)	(79)		(2)
Effect of exchange rate changes on cash, cash equivalents and restricted cash	$	21	3		18
Net (decrease) increase in cash, cash equivalents and restricted cash	$	(80)	$	61	$	(141)

Cash Flows for the Nine Months Ended September 30, 2025 Compared to the Nine Months Ended September 30, 2024

As of September 30, 2025, we had $481 million of cash, cash equivalents and restricted cash, a decrease of $80 million compared to December 31, 2024. The following discussion summarizes changes to our cash flows from operating, investing and financing activities for the nine months ended September 30, 2025 compared to the nine months ended September 30, 2024.

Operating Activities

During the nine months ended September 30, 2025, net cash from operating activities decreased by $26 million due to (i) $57 million cash outflows resulting from investment in working capital including higher income tax payments that were mitigated by an increase in operating income before considering non-cash charges / credits, offset by (ii) $31 million of proceeds upon termination of interest rate swap contracts.

Investing Activities

During the nine months ended September 30, 2025, cash used in investing activities increased by $131 million primarily due to (i) $138 million cash paid as part of purchase consideration for the acquisition of CWT and (ii) a $15 million increase in cash outflows related to purchase of property and equipment, offset by (iii) $27 million of proceeds received on maturity of foreign exchange forward contract derivatives that economically hedged certain foreign currency intercompany balances.

Financing Activities

During the nine months ended September 30, 2025, net cash used in financing activities increased by $2 million primarily due to (i) a $36 million increase in net outflow of principal amount of term loans under the Amended Credit Agreement ($25 million of net inflow resulting from refinancing of term loans during the nine months ended September 30, 2024, compared to $11 million of repayment of term loans during the nine months ended September 30, 2025), (ii) a $20 million increase in cash paid for taxes withheld upon vesting of equity awards and (iii) a $19 million decrease in cash received from contributions for ESPP and exercise of stock options, partially offset by (iv) a $51 million decrease in cash paid related to debt refinancing costs and make-whole premium for early repayment of term loans and (v) a $21 million decrease in cash paid for repurchase of treasury shares.

Free Cash Flow

We define Free Cash Flow as net cash from (used in) operating activities, less cash used for additions to property and equipment.

We believe Free Cash Flow is an important measure of our liquidity. This measure is a useful indicator of our ability to generate cash to meet our liquidity demands. We use this measure to conduct and evaluate our operating liquidity. We believe it typically presents an alternate measure of cash flow since purchases of property and equipment are a necessary component of our ongoing operations and it provides useful information regarding how cash provided by operating activities compares to the property and equipment investments required to maintain and grow our platform. We believe

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Free Cash Flow provides investors with an understanding of how assets are performing and measures management’s effectiveness in managing cash.

Free Cash Flow is a non-GAAP measure and may not be comparable to similarly named measures used by other companies. This measure has limitations in that it does not represent the total increase or decrease in the cash balance for the period, nor does it represent cash flow for discretionary expenditures. This measure should not be considered as a measure of liquidity or cash flow from operations as determined under GAAP. This measure is not a measurement of our financial performance under GAAP and should not be considered in isolation or as an alternative to net income (loss) or any other performance measures derived in accordance with GAAP or as an alternative to cash flow from operating activities as a measure of liquidity.

Set forth below is a reconciliation of net cash from operating activities to Free Cash Flow.


	Nine months ended September 30,				Change increase/(decrease)
(in $ millions)	2025		2024
Net cash from operating activities	$	181	$	207	$	(26)
Less: Purchase of property and equipment	(90)		(75)		(15)
Free Cash Flow	$	91	$	132	$	(41)

During the nine months ended September 30, 2025, our Free Cash Flow decreased by $41 million due to a $26 million decrease in net cash from operating activities as discussed above and an increase of $15 million of cash outflows related to purchases of property and equipment.

Net Debt

We define Net Debt as total debt outstanding consisting of the current and non-current portion of long-term debt, net of unamortized debt discount and unamortized debt issuance costs, minus cash and cash equivalents. Net Debt is a non-GAAP measure and may not be comparable to similarly named measures used by other companies. This measure is not a measurement of our indebtedness as determined under GAAP and should not be considered in isolation or as an alternative to assess our total debt or any other measures derived in accordance with GAAP or as an alternative to total debt. Management uses Net Debt to review our overall liquidity, financial flexibility, capital structure and leverage. Further, we believe that certain debt rating agencies, creditors and credit analysts monitor our Net Debt as part of their assessment of our business.

The following table summarizes our Net Debt position as of September 30, 2025 and December 31, 2024:


(in $ millions)	September 30, 2025		December 31, 2024
Current portion of long-term debt	$	23	$	19
Long-term debt, net of unamortized debt discount and debt issuance costs	1,366		1,365
Total debt, net of unamortized debt discount and debt issuance costs	1,389		1,384
Less: Cash and cash equivalents	(427)		(536)
Net Debt	$	962	$	848

As of September 30, 2025, our Net Debt is higher by $114 million compared to Net Debt as of December 31, 2024, due to a $109 million decrease in cash and cash equivalents balance and $5 million of net increase in long-term debt.

In February 2025, we amended the A&R Credit Agreement to reduce the interest rate margin on term loans from 3.00% per annum to 2.50% per annum (see note 8 - Long-term Debt to our consolidated financial statements included elsewhere in this Form 10-Q). The reduction in margin is expected to decrease our annual cash interest payment by $7 million.

Debt Covenants

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The Amended Credit Agreement contains customary restrictive financial and operating covenants (see note 8 - Long-term Debt to our consolidated financial statements included elsewhere in this Form 10-Q).

As of September 30, 2025, we were in compliance with all applicable covenants under the Amended Credit Agreement.

Debt Ratings

In February 2025, our borrowings under the Amended Credit Agreement were upgraded to "BB-" from "B+" by Standard & Poor’s Financial Services LLC with Stable outlook. In March 2025, Moody's Corporation also upgraded our senior secured credit facilities to "B1" from "B2" and in June 2025, Fitch Ratings Inc. revised our rating outlook from Stable to Positive, while maintaining a "BBB-" rating.

Upon the upgrade in our credit rating in February 2025, our fee for the Revolving Credit Facility, calculated based on the average daily commitments under the Revolving Credit Facility and payable quarterly in arrears, reduced to 0.25% per annum from 0.375% per annum. Our debt ratings have a direct impact on our future borrowing costs and access to capital markets.

Share Repurchase Program

During the nine months ended September 30, 2025, we repurchased 4 million shares for $34 million under the share repurchase program that was authorized by our Board of Directors in October 2024 and pursuant to which the management was authorized to repurchase, in an amount not to exceed $300 million, shares of the Company's Class A common stock through December 31, 2027. The shares repurchased are held as treasury shares. As of September 30, 2025, we had $266 million that remains available to be utilized under the share repurchase program (see Part II, Item 2. Unregistered Sales of Equity Securities and Use of Proceeds).

Contractual Obligations and Commitments

In February 2025, we entered into an amendment to the A&R Credit Agreement to reprice the term loans outstanding under the A&R Credit Agreement which is expected to result in an interest savings of $7 million per year. This, however, does not materially impact our total contractual obligations for debt as compared to those disclosed in our Annual Report on Form 10-K.

Further, the CWT acquisition resulted in incremental contractual commitments of $26 million that primarily relate to information technology contracts.

Except for above, there has been no material change to our contractual obligations and commitments as compared to those disclosed in our Annual Report on Form 10-K.

Critical Accounting Policies and Estimates

Our consolidated financial statements and the related notes included in this Form 10-Q are prepared in accordance with GAAP. The preparation of consolidated financial statements also requires us to make estimates and assumptions that affect the reported amounts of assets, liabilities, revenue, costs and expenses and related disclosures. We base our estimates on historical experience and on various other assumptions that we believe to be reasonable under the circumstances. There are certain critical estimates that we believe require significant judgment in the preparation of our consolidated financial statements. We consider an accounting estimate to be critical if: (i) it requires us to make an assumption because information was not available at the time or it included matters that were highly uncertain at the time we were making the estimate; and (ii) changes in the estimate or different estimates that we could have selected may have had a material impact on our financial condition or results of operations. Actual results could differ significantly from our estimates. To the extent that there are differences between our estimates and actual results, our future financial statement presentation, financial condition, results of operations and cash flows will be affected.

For the nine months ended September 30, 2025, there were no material changes to our critical accounting policies and estimates presented in our Annual Report on Form 10-K, except as discussed below. For additional information about our critical accounting policies and estimates, see Part II, Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations— Critical Accounting Policies and Estimates in our Annual Report on Form 10-K.

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Business Combination

We account for business combinations using the purchase method of accounting, which requires that once control is obtained, all the assets acquired and liabilities assumed are recorded at their respective fair values, except for certain exceptions, at the date of acquisition. The determination of the acquisition date fair values of identifiable assets acquired and liabilities assumed requires estimates and the use of valuation techniques when fair value is not readily available and requires a significant amount of management judgment. We typically obtain independent third-party valuation to assist us in determining fair values, including assistance in determining discount rates, internal rate of return, royalty rates, market multiples, comparable market values, etc. Items involving significant assumptions, estimates and judgments include the following:

•Cash flow forecasts related to business acquired

•Fair value of contingent consideration;

•Identifying intangible assets and their fair valuation, including valuation methodology, estimates of future revenues and costs, profit allocation rates attributable to the acquired technology and discount rates;

•Estimates of market multiples for applying guideline public company method; and

•Deferred taxes, including projections of future taxable income and tax rates

We estimate the fair value of assets acquired and liabilities assumed based upon assumptions we believe to be reasonable, but which are inherently uncertain and unpredictable and, as a result, actual results may differ from estimates. Estimates associated with the accounting for acquisitions may change as additional information becomes available regarding the assets acquired and liabilities assumed. Due to the subjectivity and reliance on forward-looking inputs, these acquisition-related estimates qualify as critical accounting estimates.

For the valuation of intangible assets acquired in a business combination, we typically use an income approach. Specifically, for the CWT acquisition, we used the multi-period excess earnings method to determine the estimated acquisition date fair values of the customer relationships intangible assets. The significant assumptions used to estimate the fair values of customer relationships included forecasted revenues, expected customer attrition rates, and the discount rate applied. Although we believe its estimates of acquisition date fair values are reasonable, actual financial results could differ from those estimates due to the inherent uncertainty involved in making such estimates. Changes in assumptions concerning future financial results or other underlying assumptions could have a significant impact on the determination of the fair values of the customer relationships intangible assets acquired.

The fair values of software and trade names were determined by applying the relief from royalty method under the income approach. The relief from royalty method applies a royalty rate to projected income to quantify the benefit of owning the intangible asset rather than paying a royalty for use of the asset. The economic useful life for software was determined based on historical technology obsolescence patterns and prospective technological developments. The estimated economic useful life of the trade names was determined based on the expected probability of continued use of the brand asset.

The fair value of the equity-method investee acquired in the CWT acquisition was determined based on guideline public company method which determines a private company's fair value by comparing it to similar, publicly traded companies and uses a market multiple to arrive at the fair value. It involves selecting comparable companies, determining appropriate valuation multiple and applying market based adjustments which are all critical estimates to arrive at the fair value.

Recent Accounting Pronouncements

For information on recently issued accounting pronouncements, adopted and not yet adopted by us, see note 2 - Recently Issued Accounting Pronouncements to our consolidated financial statements included in this Form 10-Q.

ITEM 3. Quantitative and Qualitative Disclosures About Market Risk

We are exposed to market risks in the ordinary course of our business, which primarily relate to fluctuations in interest rates and foreign currency exchange rates. We manage our exposure to (i) interest rate risk by entering into derivative financial instruments for a portion of principal amount of our debt and (ii) foreign currency exchange rates risk by entering into derivative financial instruments to hedge, in part, fluctuations in foreign currency exchange rates and through internally established policies and procedures. The objective of our policies is to mitigate potential income statement, cash flow, and fair value exposures resulting from possible future adverse fluctuations in rates. We do not engage in trading, market making or other speculative activities in the derivatives markets to manage these risks.

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Other than as discussed below, there were no material changes in either our market risks or our mitigating strategies during the nine months ended September 30, 2025 from the information provided in Part II, Item 7A. Quantitative and Qualitative Disclosures About Market Risk in our Annual Report on Form 10-K.

Interest Rate Risk

In January 2025, we terminated our then existing interest rate swap derivative contracts and received $31 million, in cash, representing the fair value of the contracts on the termination date. We simultaneously entered into two new interest rate swap derivative contracts with similar terms as the previous interest rate swap agreements, except that the terms of the agreements require us to pay a fixed rate of 4.2075% for $400 million notional rate contract and 4.209% for $500 million notional rate contract (see note 15 - Derivatives and Hedging and note 16 - Fair Value Measurements to our consolidated financial statements included elsewhere in this Form 10-Q for further information).

Foreign Currency Exchange Rate Risk

There are no foreign currency forward contracts open as of September 30, 2025. However, during the nine months ended September 30, 2025, we entered into certain foreign currency forward contracts that acted as economic hedges to offset exposure to foreign currency exchange rate fluctuations that resulted from certain of our intercompany balances. Upon their maturity, we realized $27 million on such foreign currency forward contracts (see note 15 - Derivatives and Hedging and note 16 - Fair Value Measurements to our consolidated financial statements included elsewhere in this Form 10-Q for further information).

ITEM 4. Controls and Procedures

Evaluation of disclosure controls and procedures

We maintain disclosure controls and procedures that are designed to provide reasonable assurance that information required to be disclosed in our reports filed or submitted under the Securities Exchange Act of 1934, as amended (the "Exchange Act") is recorded, processed, summarized and reported within the time periods specified in the SEC’s rules and forms and that such information is accumulated and communicated to our management, including our principal executive officer and principal financial officer, as appropriate, to allow for timely decisions regarding required disclosure.

As required by Rule 13a-15(b) under the Exchange Act, our management, with the participation of our principal executive officer and principal financial officer, evaluated the effectiveness of the design and operation of our disclosure controls and procedures (as defined in Rule 13a-15(e) and 15d-15(e) under the Exchange Act) as of the end of the period covered by this report. Based on such evaluation, management has concluded that as of such date our disclosure controls and procedures were effective.

Changes in internal control over financial reporting

There were no changes to our internal control over financial reporting (as defined in Rule 13a-15(f) and 15d-15(f) under the Exchange Act) that occurred during the period covered by this report that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.

Limitation on Controls

Management does not expect that our disclosure controls and procedures or our internal control over financial reporting will prevent or detect all errors and fraud due to inherent limitations of internal control. Any control system, no matter how well designed and operated, is based upon certain assumptions and can provide only reasonable, not absolute, assurance that its objectives will be met. Further, no evaluation of controls can provide absolute assurance that misstatements due to error or fraud will not occur or that all control issues and instances of fraud, if any, within the Company have been detected.

PART II. OTHER INFORMATION.

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ITEM 1. Legal Proceedings

We are involved in litigation and other proceedings that arise in the ordinary course of our business. Management believes that we do not have any pending litigation that, separately or in the aggregate, would have a material adverse effect on our results of operations, financial condition or cash flows.

ITEM 1A. Risk Factors

For the nine months ended September 30, 2025, there were no material changes to the risk factors that were presented in our Annual Report on Form 10-K under Part I, Item IA. Risk Factors, except as described below. For further discussion on our risk factors, which could materially affect our business, financial condition and/or results of operations, refer to the section titled Risk Factors in our Annual Report on Form 10-K. These are not the only risks facing the Company. Additional risks and uncertainties not currently known to us or that we currently deem to be immaterial also may materially adversely affect our business, financial condition and/or results of operations.

Prior to the Merger, CWT was a private company and not required to comply with internal controls and policies and procedures over financial reporting as would be required of a public company. Its existing controls and procedures may be inadequate or ineffective.

Prior to the Merger, CWT was a privately-held company and not required to comply with internal controls and policies and procedures over financial reporting as would be required of a public company including the Sarbanes-Oxley Act of 2002 (“Sarbanes-Oxley”). Sarbanes-Oxley requires public companies to have and maintain effective internal control over financial reporting to provide reasonable assurance regarding the reliability of financial reporting and preparation of financial statements and to have management report on the effectiveness of those controls on an annual basis (and have its independent public accountants attest annually to the effectiveness of such internal controls). CWT’s existing controls and procedures may be inadequate or ineffective.

The process of applying our procedures regarding internal controls over financial reporting to CWT will require us to expend a significant amount of time from our management and other personnel and will require us to expend a significant amount of financial resources, which is likely to increase our compliance costs. Even after expending such resources, we cannot assure you that we will be able to conclude that our internal controls over financial reporting with respect to CWT are effective within the time frame required. If we are not able to comply with the requirements of Sarbanes-Oxley in a timely manner, this may result in control deficiencies that will require management time, effort and resources to remediate.

ITEM 2. Unregistered Sales of Equity Securities and Use of Proceeds

Below is a summary of $33 million of our Class A common stock repurchased by us during the quarter ended September 30, 2025, presented by month:


Period	Total Number of Shares Purchased	Average Price Paid Per Share		Total Number of Shares Purchased as Part of Publicly Announced Plans or Programs(1)	Approximate Dollar Value of Shares that May Yet be Purchased Under the Plans or Programs
July 1, 2025 – July 31, 2025	—	—		—	$	298,355,006
August 1, 2025 – August 31, 2025	1,913,361	$	7.86	1,913,361	283,316,533
September 1, 2025 – September 30, 2025	2,157,613	$	8.14	2,157,613	265,760,157
Total	4,070,974			4,070,974

(1) On November 5, 2024, we announced that our Board of Directors authorized our management to repurchase shares of our Class A common stock through December 31, 2027 in an amount not to exceed $300 million. The share repurchase program may be suspended, modified or discontinued at any time, and we have no obligation to repurchase any amount of our Class A common stock under the program.

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ITEM 3. Defaults Upon Senior Securities

None.

ITEM 4. Mine Safety Disclosures

Not applicable.

ITEM 5. Other Information

During the three months ended September 30, 2025, none of the Company's directors or officers (as defined in Rule 16a-1(f) of the Exchange Act) adopted or terminated any "Rule 10b5-1 trading arrangement" or "non-Rule 10b5-1 trading arrangement" (in each case, as defined in Item 408(a) of Regulation S-K).

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ITEM 6. Exhibits


Exhibit Number						Description

2.1#						Amendment No. 5 to Agreement and Plan of Merger, dated as of August 28, 2025, by and among Global Business Travel Group Inc., Cape Merger Sub I LLC, Cape Merger Sub II LLC, CWT Holdings, LLC and Redwood Drawdown Partners III, LLC, as Member Representative (incorporated by reference to Exhibit 2.1 of the Company's Current Report on Form 8-K, filed with the SEC on September 2, 2025).
10.1#						Registration Rights Agreement, dated as of September 2, 2025, by and among Global Business Travel Group Inc. and certain equityholders of the Company as set forth on Schedule A thereto (incorporated by reference to Exhibit 2.2 of the Company’s Current Report on Form 8-K, filed with the SEC on September 2, 2025).
31.1*						Certification of the Principal Executive Officer pursuant to Rules 13a-14(a) and 15d-14(a) under the Securities Exchange Act of 1934, as amended
31.2*						Certification of the Principal Financial Officer pursuant to Rules 13a-14(a) and 15d-14(a) under the Securities Exchange Act of 1934, as amended
32.1**						Certification of the Principal Executive Officer pursuant to Section 906 of the Sarbanes-Oxley Act of 2002
32.2**						Certification of the Principal Financial Officer pursuant to Section 906 of the Sarbanes-Oxley Act of 2002
101.INS*						XBRL Instance Document - the instance document does not appear in the Interactive Data File because its XBRL tags are embedded within the Inline XBRL document.
101.SCH*						XBRL Taxonomy Extension Schema Document
101.CAL*						XBRL Taxonomy Extension Calculation Linkbase Document
101.DEF*						XBRL Taxonomy Extension Definition Linkbase Document
101.LAB*						XBRL Taxonomy Extension Labels Linkbase Document
101.PRE*						XBRL Taxonomy Extension Presentation Linkbase Document
104*						Cover Page Interactive Data File (embedded within the Inline XBRL document)

_____________________________________________________________

*Filed herewith

**Furnished herewith

# Certain exhibits or schedules to this Exhibit have been omitted in accordance with Regulation S-K Item 601.

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SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.


		Global Business Travel Group, Inc.

Date: November 10, 2025	By:	/s/ Paul Abbott
		Paul Abbott
		Chief Executive Officer (Principal Executive Officer)

Date: November 10, 2025	By:	/s/ Karen Williams
		Karen Williams
		Chief Financial Officer (Principal Financial Officer)

Global Business Travel Group, Inc. 10-Q