What changed in this filing

/stocks — the workspaceLOADING

Item 9A. Controls and Procedures

2026-03-09 compared with 2025-03-07 · 676 added, 536 removed, 1417 unchanged (46% of the section changed)

2 unchanged sentences

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.

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 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) under the Exchange Act) as of the end of the period covered by this Annual Report.

Based on such evaluation, management has concluded that as of such date, the previously reported material weakness has been remediated and our disclosure controls and procedures were effective.

Based on such evaluation, management has concluded that as of such date, our disclosure controls and procedures were effective.

Management’s Report on Internal Control over Financial Reporting

2 unchanged sentences

generally accepted accounting principles.

In accordance with SEC staff interpretative guidance for newly acquired businesses, companies are allowed to exclude certain acquisitions from the assessment of internal control over financial reporting during the first year after completion of an acquisition while integrating the acquired company.

Consistent with this guidance, CWT and Uvet GBT have been excluded from management’s assessment of internal control over financial reporting as of December 31, 2025, because the Company acquired CWT on September 2, 2025 and gained control over Uvet GBT on December 29, 2025, respectively.

For the period ended December 31, 2025, CWT's total assets (excluding acquired goodwill and intangible assets) and total revenue represented approximately 10 % and 8%, respectively, of the related consolidated financial statement amounts as of and for the year ended December 31, 2025.

As of December 31, 2025, Uvet GBT's total assets (excluding acquired goodwill and intangible assets) represented approximately 2% of the related consolidated financial statements amounts.

Under the supervision and with the participation of our principal executive officer and principal financial officer, the Company's management conducted an evaluation of the effectiveness of our internal control over financial reporting based on the criteria for effective control over financial reporting described in Internal Control — Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission.

3 unchanged sentences

KPMG LLP’s report is included elsewhere in this Annual Report.

Remediation of Previously Reported Material Weakness

As previously reported in our Form 10-K for the fiscal year ended December 31, 2023, and in our subsequent Form 10-Q reports for the periods ending March 31, June 30 and September 30, 2024, we previously identified a material weakness in our internal control over financial reporting, related to the Egencia business, which we acquired on November 1, 2021.

Certain revenue and procurement processes and procedures of the Egencia business, which was owned by Expedia prior to our acquisition, were still being carried out by Expedia under the transition services agreement.

The Company had a lack of oversight of these outsourced revenue and procurement processes and related controls, including general information technology ("IT") controls and IT application controls, that are used in the preparation of Egencia’s financial results.

During the fiscal year ended December 31, 2024, we assessed the need for additional remediation steps and implemented additional measures to remediate the underlying causes that gave rise to the material weakness.

Management has concluded that the actions taken to strengthen our internal control over financial reporting remediated the previously identified material weakness as of December 31, 2024.

Changes in Internal Control over Financial Reporting

Other than the remediation activities related to the previously reported material weakness in respect to Egencia's client revenue process and payment of vendor process, including related general IT controls and IT application controls, there were no changes to our internal control over financial reporting that occurred during the three-month period ended December 31, 2024, that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.

There were no changes to our internal control over financial reporting that occurred during the three-month period ended December 31, 2025, that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.

Limitation on Controls

11 unchanged sentences

It is also our policy to comply with applicable securities laws when engaging in transactions in our own securities.

A copy of our Insider Trading Policy is filed as Exhibit 19.1 to this Annual Report on Form 10-K.

A copy of our Insider Trading Policy is filed as Exhibit 19.1 to the Annual Report on Form 10-K for the fiscal year ended December 31, 2024.

Executive Compensation

9 unchanged sentences

Information relating to the principal accounting services provided to the Company and the fees for such services will be included under the heading, “Proposal 2 – Ratification of Independent Registered Public Accounting Firm” in the 2026 Proxy Statement and is incorporated herein by reference.

Exhibit and Financial Statement Schedules

Exhibits and Financial Statement Schedules

The following documents are filed as part of this Annual Report:

13 unchanged sentences

1 to Agreement and Plan of Merger, dated as of January 17, 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 January 17, 2025).

Amendment No.

2 to Agreement and Plan of Merger, dated as of March 17, 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 March 21, 2025).

Amendment No.

3 to Agreement and Plan of Merger, dated as of March 20, 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 2.2 of the Company's Current Report on Form 8-K, filed with the SEC on March 21, 2025).

Amendment No.

4 to Agreement and Plan of Merger, dated as of March 21, 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 2.3 of the Company's Current Report on Form 8-K, filed with the SEC on March 21, 2025) .

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).

3.1 Certificate of Incorporation of Global Business Travel Group, Inc.

4 unchanged sentences

333-265748), filed with the SEC on June 21, 2022).

4.1 Description of Registrant's Securities Registered P ur suant to Section 12 of the Securities Exc h ange Act of 1934, as Amended , dated as of March 14, 2024 (incorporated by reference to Exhibit 4.1 of the Company’s Form 10- K , filed with the SEC on Ma rch 14, 2024 ).

3.3 Fifth Amended and Restated Articles of Association of GBT JerseyCo Limited (incorporated by reference to Exhibit 3.

1 of the Company’s Current Report on Form 8-K, filed with the SEC on July 29, 2024).

4.1 Description of Registrant's Securities Registered Pursuant to Section 12 of the Securities Exchange Act of 1934, as a mended, dated as of March 14, 2024 (incorporated by reference to Exhibit 4.1 of the Company’s Form 10-K, filed with the SEC on March 14, 2024).

10.1 Form of PubCo Subscribed Ordinary Shares Subscription Agreement (incorporated by reference to Exhibit 10.1 of the Company’s Registration Statement on Form S-4 (Reg.

5 unchanged sentences

333-261820), filed with the SEC on December 21, 2021).

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).

10.4 Sponsor Support Agreement, dated as of December 2, 2021, by and among APSG Sponsor, L.P., certain directors and officers of Apollo Strategic Growth Capital and GBT JerseyCo Limited (incorporated by reference to Exhibit 10.5 of the Company’s Registration Statement on Form S-4 (Reg.

2 unchanged sentences

and Juweel Investors (SPC) Limited ( incorporated by reference to Exhibit 10.1 of the Company’s Current Report on Form 8-K, filed with the SEC on January 12, 2024 ) .

, Juweel Inve stors (SPC) Limited and the Specified Juweel Investors (as defined therein) LLC ( incorporated by reference to Exhibit 10.2 of the Company’s Current Report on Form 8-K , filed with the SEC on January 12, 2024 .

Letter Agreement, dated as of January 11, 2024, by and among Global Business Travel Group, Inc., GBT JerseyCo Limited, American Express International, Inc., EG Corporate Travel Holdings LLC, QH Travel L.P., Juweel Investors (SPC) Limited and the Specified Juweel Investors (as defined therein) (incorporated by reference to Exhibit 10.2 of the Company’s Current Report on Form 8-K, filed with the SEC on January 12, 2024 ) .

10.6 Amended and Restated Credit Agreement, dated as of July 26, 2024, by and among Global Business Travel Group, Inc., GBT US III LLC, the lenders and letter of credit issuers party thereto from time to time and Morgan Stanley Senior Funding, Inc., as administrative agent and as collateral agent (incorporated by reference to Exhibit 10.1 of the Company’s Current Report on Form 8-K, filed with the SEC on July 29, 2024).

Amendment No.

1 to Am ended and Restated Credit Agreement , dated as February 4, 2025, by and among Global Business Travel Group Inc., GBT US III LLC, the other loan parties thereto, the lenders party thereto and Morgan Stanley Senior Funding, Inc., as administrative agent and as collateral agent (incorporated by reference to Exh ibit 10.1 of the Company's Current Report on Form 8-K , filed with t he SEC on February 4, 2025) .

A mendment No.

2 , dated as of January 21, 2026, by and a mong Global Business Travel Group Inc., GBT US III LLC, the other loan parties thereto, the lenders party thereto and Morgan Stanley Senior Funding, Inc., as administrative agent and as collateral agent (incorporated by reference to Ex hibit 10.1 of the Co mpany's Current Report on Form 8-K, filed with t he SEC on January 21, 2026).

10.7 Sponsor Side Letter, dated as of December 2, 2021, by and among Apollo Strategic Growth Capital, APSG Sponsor, L.P., certain directors and officers of Apollo Strategic Growth Capital and GBT JerseyCo Limited (incorporated by reference to Exhibit 10.6 of the Company’s Registration Statement on Form S-4 (Reg.

9 unchanged sentences

Annual Incentive Award Plan (incorporated by reference to Exhibit 10.1 of the Company’s Current Report on Form 8-K, filed with the SEC on June 27, 2022).

F o r m o f Amended and Restated Trademark License Agreement, dated May 27, 2022, by and between American Express Travel Related Services Company, Inc.

Form of Amended and Restated Trademark License Agreement, dated May 27, 2022, by and between American Express Travel Related Services Company, Inc.

and GBT Travel Services UK Limited and, solely for the purposes of specified sections therein, GBT JerseyCo Limited, GBT US LLC, GBT III B.V.

27 unchanged sentences

10.14.1^†

F o r m o f First Amendment to Global Commercial Services Operating Agreement, by and between American Express Travel Related Services Company, Inc., GBT III B.V.

Form of First Amendment to Global Commercial Services Operating Agreement, by and between American Express Travel Related Services Company, Inc., GBT III B.V.

and GBT Travel Services UK Limited (incorporated by reference to Exhibit 10.28.1 of the Company’s Registration Statement on Form S-4/A (Reg.

31 unchanged sentences

Bock (incorporated by reference to Exhibit 10.5 of the Company's Quarterly Report on Form 10-Q, filed with the SEC on May 9, 2023).

I ns ider Trading Policy

Form of Performance-Based Restricted Stock Unit Award Agreement (incorporated by reference to Exhibit 10.2 of the Company’s Quarterly Report on Form 10-Q, filed with the SEC on May 6, 2025).

19.1 Insider Trading Pol icy (incorporated by reference to Exhibit 19.1 of the C ompany's Annual Report on Form 10-K, filed , with the SEC on M arch 7, 2025).

21.1* List of Subsidiaries

42 unchanged sentences

Christopher Van Vliet

/s/ Faisal Bin Saoud Al-Thani

Director March 9, 2026

Faisal Bin Saoud Al-Thani

/s/ Ugo Arzani

3 unchanged sentences

Alexander Drummond

/s/ Gloria Guevara Manzo Director March 7, 2025

Gloria Guevara Manzo

/s/ Eric Hart Director March 9, 2026

12 unchanged sentences

Consolidated Statements of Operations for the years ended December 31, 2025, 2024 and 2023

Consolidated Statements of Comprehensive Loss for the years ended December 31, 2024, 2023 and 2022

Consolidated Statements of Comprehensive Income (Loss) for the years ended December 31, 2025, 2024 and 2023

Consolidated Statements of Cash Flows for the years ended December 31, 2025, 2024 and 2023

7 unchanged sentences

We have audited the accompanying consolidated balance sheets of Global Business Travel Group, Inc.

and subsidiaries (the Company) as of December 31, 2024 and 2023, the related consolidated statements of operations, comprehensive loss, cash flows, and changes in total shareholders’ equity, for each of the years in the three-year period ended December 31, 2024, and the related notes and financial statement Schedule II (collectively, the consolidated financial statements).

and subsidiaries (the Company) as of December 31, 2025 and 2024, the related consolidated statements of operations, comprehensive income (loss), cash flows, and changes in total shareholders’ equity, for each of the years in the three-year period ended December 31, 2025, and the related notes and financial statement Schedule II (collectively, the consolidated financial statements).

In our opinion, the consolidated financial statements present fairly, in all material respects, the financial position of the Company as of December 31, 2025 and 2024, and the results of its operations and its cash flows for each of the years in the three-year period ended December 31, 2025, in conformity with U.S.

12 unchanged sentences

We believe that our audits provide a reasonable basis for our opinion.

Critical Audit Matter

The critical audit matter communicated below is a matter arising from the current period audit of the consolidated financial statements that was communicated or required to be communicated to the audit committee and that:

Critical Audit Matters

The critical audit matters that were communicated below are matters arising from the current period audit of the consolidated financial statements that were communicated or required to be communicated to the audit committee and that:

(1) relates to accounts or disclosures that are material to the consolidated financial statements and (2) involved our especially challenging, subjective, or complex judgments.

The communication of the critical audit matter does not alter in any way our opinion on the consolidated financial statements, taken as a whole, and we are not, by communicating the critical audit matter below, providing separate opinions on the critical audit matter or on the accounts or disclosures to which it relates.

The communication of the critical audit matters does not alter in any way our opinion on the consolidated financial statements, taken as a whole, and we are not, by communicating the critical audit matters below, providing separate opinions on the critical audit matters or on the accounts or disclosures to which they relates.

Variable consideration related to supplier fees incentive revenues

3 unchanged sentences

We identified the evaluation of variable consideration related to supplier fee incentive revenues as a critical audit matter.

A high degree of subjective auditor judgement was required to assess the Company’s estimate of supplier fee incentive variable consideration accrued and recognized as revenue at year-end for certain suppliers, including the estimate of completed airline travel.

A high degree of subjective auditor judgment was required to assess the Company’s estimate of supplier fee incentive variable consideration accrued and recognized as revenue at year-end for certain suppliers, including the estimate of completed airline travel.

The following are the primary procedures we performed to address this critical audit matter.

We evaluated the design and operating effectiveness of certain internal controls related to the process of estimating variable consideration in revenue contracts, including a control related to the estimate of completed airline travel.

We evaluated the design and tested the operating effectiveness of an internal control related to management's process of estimating variable consideration in revenue contracts, including a control related to the estimate of completed airline travel.

For certain suppliers, we:

3 unchanged sentences

■ assessed management’s ability to estimate accurately by comparing the Company’s historical estimates to actual results.

Fair value of acquired customer relationships intangible asset

As discussed in Note 3 to the consolidated financial statements, during 2025, the Company acquired CWT Holdings, LLC (CWT) for a total purchase consideration of $597 million.

The acquisition was accounted for as a business combination under the acquisition method of accounting.

The aggregate of total purchase consideration and fair value of non-controlling interest acquired was allocated to the identified assets acquired and liabilities assumed based on their respective acquisition date fair values, with any excess allocated to goodwill.

The Company recorded acquired intangible assets of $397 million, of which $340 million related to customer relationships.

Management estimated the fair value of the customer relationships intangible asset using an excess earnings method of valuation.

We identified the evaluation of the acquisition date fair value of the acquired customer relationships intangible asset as a critical audit matter.

A high degree of subjective auditor judgment was required to evaluate key assumptions used in the determination of the fair value of the customer relationships intangible asset.

The key assumptions were the projected revenue and discount rate.

Changes to the key assumptions could have had a significant effect on the determination of the fair value measurement.

We also involved valuation professionals with specialized skills and knowledge to evaluate the discount rate used in the valuation of the customer relationships intangible asset.

The following are the primary procedures we performed to address this critical audit matter.

We evaluated the design and tested the operating effectiveness of an internal control related to management’s determination of the fair value of the customer relationships intangible asset, including controls over key assumptions.

We evaluated the reasonableness of management’s projected revenue by comparing forecasts to historical results of the acquired entity, internal communications to management and the Board of Directors, and relevant industry data.

We involved valuation professionals with specialized skills and knowledge, who assisted in evaluating the discount rate used in the valuation of the customer relationship intangible asset by comparing it to a range of discount rates that was independently developed using publicly available market data for peer entities.

We have served as the Company's auditor since 2014

8 unchanged sentences

In our opinion, the Company maintained, in all material respects, effective internal control over financial reporting as of December 31, 2025, based on criteria established in Internal Control – Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission.

We also have audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States) (PCAOB), the consolidated balance sheets of the Company as of December 31, 2024 and 2023, the related consolidated statements of operations, comprehensive loss, cash flows, and changes in total shareholders’ equity, for each of the years in the three-year period ended December 31, 2024, and the related notes and financial statement Schedule II (collectively, the consolidated financial statements), and our report dated March 7, 2025 expressed an unqualified opinion on those consolidated financial statements.

We also have audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States) (PCAOB), the consolidated balance sheets of the Company as of December 31, 2025 and 2024, the related consolidated statements of operations, comprehensive income (loss), cash flows, and changes in total shareholders’ equity, for each of the years in the three-year period ended December 31, 2025, and the related notes and financial statement Schedule II (collectively, the consolidated financial statements), and our report dated March 9, 2026 expressed an unqualified opinion on those consolidated financial statements.

The Company acquired CWT Holdings, LLC during 2025, and also gained control over Uvet Global Business Travel S.p.A.

during 2025 thereby resulting in the Company consolidating Uvet Global Business Travel S.p.A., and management excluded from its assessment of the effectiveness of the Company’s internal control over financial reporting as of December 31, 2025, CWT Holdings, LLC and Uvet Global Business Travel S.p.A.’s internal control over financial reporting associated with 12% of total assets (excluding acquired goodwill and intangible assets) and 8% of total revenues included in the consolidated financial statements of the Company as of and for the year ended December 31, 2025.

Our audit of internal control over financial reporting of the Company also excluded an evaluation of the internal control over financial reporting of CWT Holdings, LLC and Uvet Global Business Travel S.p.A.

Basis for Opinion

51 unchanged sentences

Commitments and Contingencies (see note 16)

Redeemable non-controlling interest

Shareholders’ equity:

6 unchanged sentences

Treasury shares, at cost ( 17,253,780 shares and 8,000,000 shares as of December 31, 2025 and December 31, 2024, respectively)

( 128 ) ( 55 )

Total equity of the Company’s shareholders 1,608 1,051

20 unchanged sentences

Loss on early extinguishment of debt ( 2 ) ( 38 ) —

Fair value movement on earnout and warrant derivative liabilities

Other income (loss), net 17 ( 10 ) 1

Loss before income taxes and share of income (losses) from equity method investments ( 71 ) ( 145 ) ( 287 )

Fair value movement on earnout derivative liabilities

Gain on remeasurement of previously held equity interest

Other (loss) income, net

( 29 ) 17 ( 10 )

Income (loss) before income taxes and share of income from equity method investments

147 ( 71 ) ( 145 )

(Provision for) benefit from income taxes

Share of income (losses) from equity method investments 3 — ( 3 )

Net loss ( 134 ) ( 136 ) ( 229 )

( 40 ) ( 66 ) 9

Share of income from equity method investments

Net income (loss)

111 ( 134 ) ( 136 )

net income (loss) attributable to non-controlling interests in subsidiaries 2 4 ( 73 )

Net loss attributable to the Company’s Class A common stockholders $ ( 138 ) $ ( 63 ) $ ( 25 )

Basic loss per share attributable to the Company’s Class A common stockholders $ ( 0.30 ) $ ( 0.25 ) $ ( 0.50 )

Net income (loss) attributable to the Company’s Class A common stockholders

$ 109 $ ( 138 ) $ ( 63 )

Basic income (loss) per share attributable to the Company’s Class A common stockholders

$ 0.22 $ ( 0.30 ) $ ( 0.25 )

Weighted average number of shares outstanding – Basic

484,518,813 462,695,229 251,645,498

Diluted loss per share attributable to the Company’s Class A common stockholders $ ( 0.30 ) $ ( 0.30 ) $ ( 0.51 )

Diluted income (loss) per share attributable to the Company’s Class A common stockholders

$ 0.22 $ ( 0.30 ) $ ( 0.30 )

Weighted average number of shares outstanding – Diluted 492,791,804 462,695,229 458,055,525

1 unchanged sentence

GLOBAL BUSINESS TRAVEL GROUP, INC.

CONSOLIDATED STATEMENTS OF COMPREHENSIVE LOSS

CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME (LOSS)

Year ended December 31,

1 unchanged sentence

2025 2024 2023

Net loss $ ( 134 ) $ ( 136 ) $ ( 229 )

Other comprehensive (loss) income, net of tax:

Net income (loss) $ 111 $ ( 134 ) $ ( 136 )

Other comprehensive income (loss), net of tax:

Change in currency translation adjustments, net of tax 75 ( 52 ) 33

Unrealized gains on cash flow hedge, net of tax:

Unrealized gain (loss) from cash flow hedges arising during the year 14 ( 8 ) 32

Unrealized (losses) gains on cash flow hedge, net of tax:

Unrealized (losses) gains from cash flow hedges arising during the year

( 13 ) 14 ( 8 )

Unrealized gains on cash flow hedge reclassified to interest expense

2 unchanged sentences

Actuarial gain (loss), net, and prior service cost arising during the year 13 4 ( 34 )

Amortization of actuarial (gain) loss and prior service cost in net periodic pension cost (benefit)

Other comprehensive (loss) income, net of tax ( 43 ) ( 19 ) 78

Comprehensive loss ( 177 ) ( 155 ) ( 151 )

Amortization of actuarial loss (gains) and prior service cost in net periodic pension cost

Other comprehensive income (loss), net of tax

71 ( 43 ) ( 19 )

Comprehensive income (loss)

182 ( 177 ) ( 155 )

Comprehensive income (loss) attributable to non-controlling interests in subsidiaries 2 4 ( 59 )

Comprehensive loss attributable to the Company’s Class A common stockholders $ ( 181 ) $ ( 96 ) $ ( 6 )

Comprehensive income (loss) attributable to the Company’s Class A common stockholders

$ 180 $ ( 181 ) $ ( 96 )

See notes to consolidated financial statements

4 unchanged sentences

Operating activities:

Net loss $ ( 134 ) $ ( 136 ) $ ( 229 )

Adjustments to reconcile net loss to net cash from (used in) operating activities:

Net income (loss) $ 111 $ ( 134 ) $ ( 136 )

Adjustments to reconcile net income (loss) to net cash from operating activities:

Depreciation and amortization 192 178 194

Deferred tax charge (benefit) 34 ( 30 ) ( 65 )

Deferred tax (benefit) charge

( 15 ) 34 ( 30 )

Equity-based compensation 76 77 75

1 unchanged sentence

Loss on early extinguishment of debt 2 38 —

Fair value movements on earnout and warrants derivative liabilities

Fair value movement on earnout derivative liabilities

( 96 ) 56 ( 13 )

Gain on remeasurement of previously held equity interest

Other, net 32 ( 23 ) 17

6 unchanged sentences

Defined benefit pension funding ( 29 ) ( 27 ) ( 29 )

(Payment for) proceeds from termination of interest rate swap contracts ( 4 ) — 23

Net cash from (used in) operating activities

272 162 ( 394 )

Proceeds from (payment for) termination of interest rate swap contracts

Net cash from operating activities

Investing activities:

Business acquisitions, net of cash and restricted cash acquired

Purchase of property and equipment ( 129 ) ( 107 ) ( 113 )

Proceeds from foreign exchange forward contracts

Other — 5 ( 6 )

2 unchanged sentences

Proceeds from senior secured term loans, net of debt discount

1,397 131 200

Repayment of senior secured term loans ( 113 ) ( 1,372 ) ( 3 )

Repurchase of common shares ( 73 ) ( 55 ) —

Proceeds from reverse recapitalization, net — — 269

Redemption of preference shares — — ( 168 )

Contributions for ESPP and proceeds from exercise of stock options

6 unchanged sentences

Effect of exchange rates changes on cash, cash equivalents and restricted cash 19 ( 13 ) 10

Net increase (decrease) in cash, cash equivalents and restricted cash

Net (decrease) increase in cash, cash equivalents and restricted cash

( 82 ) 72 173

2 unchanged sentences

Supplemental cash flow information:

Cash paid (received) for income taxes, net $ 14 $ 2 $ ( 1 )

Cash paid for income taxes (net of refunds)

$ 52 $ 14 $ 2

Cash paid for interest (net of interest received) $ 94 $ 99 $ 142

Issuance of shares to settle liability

Issuance of common shares pursuant to the CWT acquisition $ 408 $ — $ —

Right-of-use assets obtained in exchange for lease obligations (see note 9)

3 unchanged sentences

Cash and cash equivalents $ 434 $ 536

Cash and cash equivalents (included within held for sale assets - see notes 3 and 6)

Restricted cash (included in other non-current assets) 40 25

3 unchanged sentences

CONSOLIDATED STATEMENTS OF CHANGES IN TOTAL SHAREHOLDERS’ EQUITY

ordinary shares Non-Voting

ordinary shares Profit

shares Class A

common stock Class B

10 unchanged sentences

shareholders’

(in $ millions except share and per share data) Number Amount Number Amount Number Amount Number Amount Number Amount Number Amount

Balance as of December 31, 2021 36,000,000 — 8,413,972 — 800,000 — — — — — 2,560 ( 1,065 ) ( 162 ) — — 1,333 1 1,334

Cumulative effect of the adoption of accounting standard update, net of tax of $ 1

— — — — — — — — — — — ( 3 ) — — — ( 3 ) — ( 3 )

Dividend on preferred shares — — — — — — — — — — ( 8 ) — — — — ( 8 ) — ( 8 )

Additional shares issued to Expedia — — 59,111 — — — — — — — 6 — — — — 6 — 6

Equity-based compensation prior to reverse recapitalization — — — — — — — — — — 5 — — — — 5 — 5

Net loss prior to reverse recapitalization — — — — — — — — — — — ( 121 ) — — — ( 121 ) ( 121 )

Other comprehensive loss, net of tax, prior to reverse recapitalization — — — — — — — — — — — — ( 47 ) — — ( 47 ) — ( 47 )

Equity prior to reverse recapitalization 36,000,000 — 8,473,083 — 800,000 — — — — — 2,563 ( 1,189 ) ( 209 ) — — 1,165 1 1,166

Reverse recapitalization, net (see note 7) ( 36,000,000 ) — ( 8,473,083 ) — ( 800,000 ) — 56,945,033 — 394,448,481 — ( 2,322 ) 1,039 183 — — ( 1,100 ) 1,195 95

Exchange of warrants for Class A shares — — — — — — 10,808,510 — — — 59 — — — — 59 — 59

Equity-based compensation after the reverse recapitalization — — — — — — — — — 34 — — — — 34 — 34

Net loss after the reverse recapitalization

— — — — — — — — — — — ( 25 ) — — — ( 25 ) ( 83 ) ( 108 )

Other comprehensive income, net of tax, after the reverse recapitalization — — — — — — — — — — — — 19 — — 19 106 125

(in $ millions except share and per share data) Number Amount Number Amount Number Amount

Balance as of December 31, 2022 67,753,543 — 394,448,481 — 334 ( 175 ) ( 7 ) — — 152 1,219 1,371

2 unchanged sentences

Shares issued, net, on vesting / exercise of equity awards and pursuant to ESPP ( see note 18)

6,269,772 — — — 7 — — — — 7 — 7

Shares withheld for taxes in relation to vesting of / exercise of equity awards (see note 18)

Shares issued to settle liability (see note 23) — — — — — — 575,409 — — — 4 — — — — 4 — 4

Exchange of Class B common stock for Class A common stock pursuant to the Exchange Agreement (see note 7) — — — — — — 394,448,481 — ( 394,448,481 ) — 2,418 ( 1,199 ) ( 63 ) — — 1,156 ( 1,156 ) —

Tax impact of corporate simplification (see note 4 and 7) — — — — — — — — — — ( 76 ) — — — — ( 76 ) — ( 76 )

( 1,954,388 ) — — — ( 14 ) — — — — ( 14 ) — ( 14 )

Other comprehensive loss, net of tax

Shares issued to settle liability

575,409 — — — 4 — — — — 4 — 4

Exchange of Class B common stock for Class A common stock

394,448,481 — ( 394,448,481 ) — 2,418 ( 1,199 ) ( 63 ) — — 1,156 ( 1,156 ) —

Tax impact of corporate simplification

— — — — ( 76 ) — — — — ( 76 ) — ( 76 )

— — — — — ( 63 ) — — — ( 63 ) ( 73 ) ( 136 )

Other comprehensive (loss) income, net of tax

— — — — — — ( 33 ) — — ( 33 ) 14 ( 19 )

Balance as of December 31, 2023 467,092,817 — — — 2,748 ( 1,437 ) ( 103 ) — — 1,208 4 1,212

1 unchanged sentence

Shares issued, net, on vesting / exercise of equity awards and pursuant to ESPP (see note 18)

18,093,054 — — — 29 — — — — 29 — 29

Shares withheld for taxes in relation to vesting of / exercise of equity awards (see note 18)

( 6,281,194 ) — — — ( 28 ) — — — — ( 28 ) — ( 28 )

Dividend distribution to non-controlling interest in subsidiaries — — — — — — — — — — ( 2 ) ( 2 )

Purchase of treasury shares (see note 19) — — — — — — — — — — — — — 8,000,000 ( 55 ) ( 55 ) — ( 55 )

Net loss — — — — — — — — — — — ( 138 ) — — — ( 138 ) 4 ( 134 )

Repurchase of common shares (see note 19)

— — — — — — — 8,000,000 ( 55 ) ( 55 ) — ( 55 )

Net (loss) income

— — — — — ( 138 ) — — — ( 138 ) 4 ( 134 )

Other comprehensive loss, net of tax — — — — — — ( 43 ) — — ( 43 ) — ( 43 )

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 — — — — 76 — — — — 76 — 76

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 18)

14,163,595 — — — 9 — — — — 9 — 9

Shares withheld for taxes in relation to vesting of /exercise of equity awards (see note 18)

( 5,083,717 ) — — — ( 43 ) — — — — ( 43 ) — ( 43 )

Dividend distribution to non-controlling interest in subsidiaries — — — — — — — — — — ( 2 ) ( 2 )

Repurchase of common shares (see note 19)

— — — — — — — 9,253,780 ( 73 ) ( 73 ) — ( 73 )

— — — — — 109 — — — 109 2 111

Other comprehensive income, net of tax

— — — — — — 71 — — 71 — 71

Balance as of December 31, 2025 538,342,297 — — — $ 3,277 $ ( 1,466 ) $ ( 75 ) 17,253,780 $ ( 128 ) $ 1,608 $ 4 $ 1,612

See notes to consolidated financial statements

3 unchanged sentences

Global Business Travel Group, Inc.

(“GBTG”), and its consolidated subsidiaries (GBTG together with its consolidated subsidiaries, the "Company"), including GBT JerseyCo Limited (“GBT JerseyCo”), is a leading software and services company in travel, expense and meetings & events.

The Company provides a full suite of differentiated, technology-enabled solutions to business travelers and clients, suppliers of travel content (such as airlines, hotels, ground transportation providers and aggregators) and third-party travel agencies.

The Company manages end-to-end logistics of business travel and provides a link between businesses and their employees, travel suppliers, and other industry participants.

(“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 technology and services company for travel, expense and meetings & events.

The Company's comprehensive and competitive marketplace, industry leading software, Artificial Intelligence ("AI")-powered efficiencies and 24/7 global support team offer solutions, savings, and flexibility for companies of every size.

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 ).

The consolidated financial statements of the Company have been prepared in accordance with accounting principles generally accepted in the United States of America (“U.S.

Certain prior period amounts within the consolidated balance sheets, consolidated statements of operations and consolidated statements of cash flows have been reclassified to conform to current year presentation.

Pending Merger of CWT

On March 24, 2024, GBTG entered into an Agreement and Plan of Merger (the “Merger Agreement”) with CWT Holdings, LLC, a Delaware limited liability company (“CWT”), which was subsequently amended on January 17, 2025, pursuant to which, among other things, GBTG will acquire CWT (the "Merger").

The transaction values CWT at approximately $ 570 million on a cash-free and debt-free basis, subject to certain assumptions and purchase price adjustments.

At the closing of the transaction, GBTG expects to fund the Merger with a combination of cash and an aggregate of approximately 72 million shares of its Class A common stock, par value $ 0.0001 per share ("Class A common stock"), at a price of $ 6.00 per share as purchase consideration.

The closing of the transaction is subject to the satisfaction of customary closing conditions, including the receipt of certain regulatory approvals.

In January 2025, the U.S.

Department of Justice, filed suit in the U.S.

District Court for the Southern District of New York against the Company and CWT, seeking a permanent injunction preventing the Merger.

On March 6, 2025, the Company received approval from the U.K.

Competition and Markets Authority to complete the Merger (see note 25 - Subsequent Events ).

(2) Summary of Significant Accounting Policies

Consolidation

The Company’s consolidated financial statements include the accounts of GBTG, its wholly-owned subsidiaries and entities controlled by GBTG, including GBT JerseyCo.

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’s consolidated financial statements include the accounts of GBTG, its wholly-owned subsidiaries and entities controlled by GBTG, including GBT JerseyCo Limited ("GBT JerseyCo").

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.

1 unchanged sentence

The Company has eliminated intercompany transactions and balances in its consolidated financial statements.

For the periods prior to the Business Combination (as defined in note 7 - Certain Corporate Transactions ) , the consolidated financial statements of the Company comprise the accounts of GBT JerseyCo and its wholly-owned subsidiaries.

All intercompany accounts and transactions among GBT JerseyCo and its consolidated subsidiaries were eliminated.

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

G LOBAL BUSINESS TRAVEL GROUP, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

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, acquisition purchase price allocations 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, derivatives such as interest rate swaps and cross-currency interest rate swaps, earnout shares and accrual of contingent liabilities.

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.

6 unchanged sentences

Accounts receivable primarily includes trade accounts receivable from business clients and travel suppliers, and receivables from government for grants, less allowances for credit losses.

The Company adopted the guidance on allowance for credit losses in ASC 326 – Financial Instruments - Credit Losses , (“ASC 326”) for the measurement of credit losses for its financial assets, mainly the accounts receivable, on January 1, 2022.

Under this standard, the previous “incurred loss” approach was replaced with an “expected loss” model for financial instruments measured at amortized cost.

The adoption of this standard resulted in a $ 4 million increase in the allowance for credit losses, partially offset by a $ 1 million decrease in deferred tax liabilities with a corresponding increase of $ 3 million in the Company’s opening accumulated deficit as of January 1, 2022.

The Company establishes allowances for its receivables in accordance with the guidance contained in ASC 326, " Financial Instruments - Credit Losses" whereby the "expected loss" model is used for financial instruments measured at amortized cost.

G LOBAL BUSINESS TRAVEL GROUP, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

The Company estimates lifetime expected credit losses upon recognition of the financial assets, which primarily comprise accounts receivable.

4 unchanged sentences

Other key factors that influence the expected credit loss analysis include customer demographics and payment terms offered in the normal course of business to customers.

This is assessed at each quarter based on the Company’s specific facts and circumstances.

This is assessed each quarter based on the Company’s specific facts and circumstances.

Actual write-offs may vary from such estimates of credit losses.

3 unchanged sentences

Receivables are written off against the allowance when it is probable that all remaining contractual payments will not be collected as evidenced by factors such as the extended age of the balance, the exhaustion of collection efforts, and the lack of ongoing contact or billing with the customer.

During the year ended December 31, 2022, the Company recognized in its consolidated statements of operations government grants and other government assistance or benefits of $ 24 million, received towards pandemic support payment, as a reduction of its operating expenses.

There were no government grants received for the years ended December 31, 2024 and 2023.

As of both December 31, 2024 and 2023, the Company had a receivable of $ 1 million, in relation to such government grants, that is included in the accounts receivable balance in the consolidated balance sheets.

As of both December 31, 2025 and 2024, the Company had a receivable of $ 1 million, in relation to government grants and other government assistance, that is included in the accounts receivable balance in the consolidated balance sheets.

These relate to payments that are expected to be received under the government programs where the Company has met the qualifying requirements and it is probable that payments will be received.

1 unchanged sentence

Property and equipment are recorded at cost, net of accumulated depreciation and amortization.

G LOBAL BUSINESS TRAVEL GROUP, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

The costs for additions, major improvements and renovations to property and equipment are capitalized, while maintenance, repairs and minor improvements are charged to operating expenses as incurred.

The Company also capitalizes certain costs associated with the acquisition or development of internal-use software.

16 unchanged sentences

Dividends received from the equity method investees are recorded as reductions to the carrying value of the equity method investment.

G LOBAL BUSINESS TRAVEL GROUP, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

The Company periodically reviews the carrying value of these investments to determine if there has been an other-than temporary decline in their carrying values.

1 unchanged sentence

There were no impairments of equity method investments during the years ended December 31, 2025, 2024 and 2023.

In December 2025, the Company gained control over an equity-method investment by obtaining majority representation on its Board of Director and accounted for the transaction as a business acquisition (see note 3 - Business Acquisitions ).

Business Combinations and Goodwill

3 unchanged sentences

Fair value measurements may include the use of appraisals, market quotes for similar transactions, discounted cash flow techniques or other methodologies management believes to be relevant.

Significant estimates in valuing certain intangible assets include but are not limited to future expected cash flows from customer and supplier relationships, and discount rates.

Significant estimates in valuing certain intangible assets include but are not limited to future expected cash flows from customer relationships (comprising of both business client and supplier relationships), and discount rates.

Management’s estimates of fair value are based upon assumptions believed to be reasonable, but which are inherently uncertain and unpredictable and, as a result, actual results may differ from estimates.

3 unchanged sentences

A goodwill impairment loss is measured at the amount by which a reporting unit’s carrying amount exceeds its fair value, not to exceed the carrying amount of goodwill.

G LOBAL BUSINESS TRAVEL GROUP, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

are determined using a combination of standard valuation techniques, including an income approach (discounted cash flows) and market approaches (e.g., sales or earnings before interest, taxes, depreciation, and amortization (“EBITDA”) multiples of comparable publicly traded companies) and based on market participant assumptions.

Fair values are determined using a combination of standard valuation techniques, including an income approach (discounted cash flows) and market approaches (e.g., sales or earnings before interest, taxes, depreciation, and amortization (“EBITDA”) multiples of comparable publicly traded companies) and based on market participant assumptions.

Based on the results of the annual impairment test, the Company concluded that there was no impairment of goodwill during the years ended December 31, 2025, 2024 and 2023 because qualitative and/or quantitative tests indicated the reporting units’ fair value was in excess of their respective carrying values.

8 unchanged sentences

If impairment indicators exist, the undiscounted future cash flows associated with the expected service potential of the asset or asset group and cash flows from their eventual disposition are compared to the carrying value of the asset or asset group.

If the sum of the undiscounted expected cash flows is less than the carrying amount of the asset or asset group, an impairment loss is recognized in an amount by which the carrying value of the asset or asset group exceeds its fair value through a charge to the Company’s consolidated statements of operations.

If the sum of the undiscounted expected cash flows is less than the carrying amount of the asset or asset group, an impairment loss is recognized in an amount by which

G LOBAL BUSINESS TRAVEL GROUP, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

the carrying value of the asset or asset group exceeds its fair value through a charge to the Company’s consolidated statements of operations.

The estimated fair value of the asset group is determined using appropriate valuation methodologies which would typically include an estimate of discounted cash flows.

There was no impairment of finite-lived other intangible assets or long-lived assets during the years ended December 31, 2025, 2024 and 2023.

Cloud Computing Arrangements

The Company capitalizes qualifying implementation costs related to hosting arrangements that are service contracts (cloud computing arrangements).

Such costs are amortized on a straight-line basis over the software’s estimated useful life, which is generally the term of the hosting relationship, and ranges from three to five years.

The related amortization expense is recorded in operating expenses within the Company's consolidated statements of operations.

Capitalized amounts are included in prepaid expenses and other current assets and other non-current assets on the Company's consolidated balance sheets.

The Company determines whether an arrangement contains a lease at inception of a contract.

Lease assets represent the Company’s right-of-use (“ROU”) of an underlying asset for the lease term and lease liabilities represent the Company’s obligation to make lease payments arising from the lease.

Lease assets represent the Company’s ROU of an underlying asset for the lease term and lease liabilities represent the Company’s obligation to make lease payments arising from the lease.

The Company’s accounting policy is to evaluate lease agreements with a minimum term greater than one year for recording on the consolidated balance sheet.

9 unchanged sentences

For leases of all other assets, lease and non-lease components are accounted for separately.

G LOBAL BUSINESS TRAVEL GROUP, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

Operating leases are included in operating lease ROU assets, and current and long-term portion of operating lease liabilities on the Company’s consolidated balance sheets.

7 unchanged sentences

A valuation allowance is provided when it is more likely than not that some portion or all of a deferred tax asset will not be realized.

The ultimate realization of deferred tax assets is dependent upon future taxable income in those jurisdictions where the deferred tax assets are located during the periods in which those temporary differences become deductible.

The ultimate realization of deferred tax assets is

G LOBAL BUSINESS TRAVEL GROUP, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

dependent upon future taxable income in those jurisdictions where the deferred tax assets are located during the periods in which those temporary differences become deductible.

When assessing the need for a valuation allowance, all positive and negative evidence is analyzed, including the Company’s ability to carry back net operating losses ("NOLs") to prior periods, the reversal of deferred tax liabilities, tax planning strategies and projected future taxable income.

15 unchanged sentences

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

G LOBAL BUSINESS TRAVEL GROUP, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

Accumulated Other Comprehensive Income (Loss)

5 unchanged sentences

dollar, British pound sterling and Euro currencies and a portion of which is interest-bearing.

As of December 31, 2024, approximately 54 % of our cash, cash equivalents and restricted cash balance is with a single bank.

As of December 31, 2025, approximately 47 % of the Company's cash, cash equivalents and restricted cash balance is with three banks.

Concentrations of credit risk associated with accounts receivable are considered minimal due to the Company’s diverse customer base spread across different countries.

G LOBAL BUSINESS TRAVEL GROUP, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

Revenue Recognition

15 unchanged sentences

Such other transactional travel revenue is also generally allocated to and recognized in the period when the travel transaction is processed.

G LOBAL BUSINESS TRAVEL GROUP, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

Consideration Payable to Clients and Client Incentives :

7 unchanged sentences

Commissions and fees from travel suppliers are generally recognized (i) at the time a ticket is purchased for air travel reservations as the Company’s performance obligation to the supplier is satisfied at the time of ticketing and (ii) upon fulfillment of the reservation for hotels and car rentals as the performance obligation to the hotel and car rental companies is not satisfied until the customer has checked-in to the hotel property and/or picked-up the rental car.

G LOBAL BUSINESS TRAVEL GROUP, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

Incentive Revenues :

19 unchanged sentences

Cost of revenue primarily consists of (i) salaries and benefits of the Company’s travel counselors, meetings and events teams and their supporting functions and (ii) the cost of outsourcing resources in transaction processing and the processing costs of online booking tools.

G LOBAL BUSINESS TRAVEL GROUP, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

Sales and marketing

4 unchanged sentences

General and administrative expenses consists of (i) salaries and benefits of the Company’s employees in finance, legal, human resources and administrative support, (ii) integration expenses related to acquisitions and mergers and acquisitions costs primarily related to due diligence, legal expenses and related professional services fees and (iii) fees and costs related to accounting, tax and other professional services, legal related costs, and other miscellaneous expenses.

G LOBAL BUSINESS TRAVEL GROUP, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

Restructuring and Other Exit Charges

15 unchanged sentences

The Company recognizes the funded status of its defined benefit plans and presents it as a non-current liability on its consolidated balance sheets.

The funded status is the difference between the fair value of plan

G LOBAL BUSINESS TRAVEL GROUP, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

assets and the benefit obligation as of the balance sheet date.

The funded status is the difference between the fair value of plan assets and the benefit obligation as of the balance sheet date.

The measurement date used to determine benefit obligations and the fair value of plan assets for all defined benefit plans is December 31 of each year.

7 unchanged sentences

Adjustments resulting from plan amendments are generally amortized over the average remaining future service of plan participants at the time of the plan amendment.

All components of net periodic pension cost (benefit), other than service cost, is recognized within other income (expense), net, on the Company’s consolidated statements of operations.

All components of net periodic pension cost (benefit), other than service cost, is recognized within other income (loss), net, on the Company’s consolidated statements of operations.

Service cost is recognized as a component of salaries and wages on the Company’s consolidated statements of operations.

G LOBAL BUSINESS TRAVEL GROUP, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

Interest Expense and Interest Income

9 unchanged sentences

Gains and losses related to transactions in a currency other than the functional currency or upon remeasurement of non-functional currency denominated monetary assets and liabilities into functional currency are reported within other income (expense), net, in the Company’s consolidated statements of operations.

During the years ended December 31, 2024, 2023 and 2022, the Company has net foreign exchange gain (loss) of $ 22 million, $( 5 ) million and $( 7 ) million, respectively, which is included within other income (loss), net, on the consolidated statements of operations.

During the years ended December 31, 2025, 2024 and 2023, the Company has net foreign exchange (loss) gain of $( 19 ) million, $ 22 million and $( 5 ) million, respectively, which is included within other income (loss), net, on the consolidated statements of operations.

Income (Loss) Per Share

2 unchanged sentences

Potentially dilutive securities include restricted stock units ("RSU") and stock options, calculated using the treasury stock method.

Potentially dilutive securities may also include performance stock units ("PSU") and other contingently issuable shares assuming the end of the reporting period is the end of contingency period.

Potentially dilutive securities are excluded from the computations of diluted income (loss) per share if their effect of inclusion would be antidilutive.

Earnout Derivative Liabilities and Warrant Instruments

Earnout Derivative Liabilities

The Company accounts for its earnout shares (see note 17 – Earnout Derivative Liabilities ) in accordance with the guidance contained in ASC 815, “ Derivatives and Hedging ,” (“ASC 815”) whereby, under that provision, the earnout shares do not meet the criteria for equity treatment and are recorded as liabilities.

Accordingly, the Company classifies the

G LOBAL BUSINESS TRAVEL GROUP, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

earnout shares as liabilities at fair value at each balance sheet date and any change in the fair value is recognized in the Company’s consolidated statements of operations.

Accordingly, the Company classifies the earnout shares as liabilities at fair value at each balance sheet date and any change in the fair value is recognized in the Company’s consolidated statements of operations.

The earnout share liabilities will be remeasured at fair value until such earnout shares are no longer contingent.

The fair value of earnout shares is determined using Monte Carlo valuation method and is categorized as level 3 on the fair value hierarchy (see note 22 – Fair Value Measurements ).

The Company also had warrants that were exchanged for Common Stock in October 2022.

As the warrants did not meet the criteria for equity treatment, they were accounted for in a manner similar to earnout shares i.e., as a liability remeasured at fair value at each reporting date, in accordance with the guidance contained in ASC 815, with any change in fair value recognized in the Company's consolidated statements of operations.

The fair value of warrants was determined using a market price for the public warrants and, when relevant, Black-Scholes model for the private warrants.

In October 2022, GBTG issued 10,444,363 shares of Common Stock in exchange for the warrants tendered in the exchange offer and a further 364,147 shares of Common Stock following amendment to the warrant agreement to acquire and retire all remaining untendered warrants.

Subsequent to the completion of the such exchanges, there were no warrants outstanding with the warrant liability of $ 59 million extinguished and the amount credited to additional paid in capital.

Recently Adopted Accounting Pronouncements

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 Company adopted this guidance on January 1, 2025, on a prospective basis, and there was no impact on the Company’s consolidated financial statements upon the adoption of this guidance.

However, additional disclosures related to the Company’s income taxes have been disclosed (see note 5 - Income Taxes ).

G LOBAL BUSINESS TRAVEL GROUP, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

Segment Reporting

5 unchanged sentences

However, additional disclosures related to the Company’s segment have been disclosed (see note 24 - Segment Information) .

Reference rate reforms

In March 2020, the the FASB issued Accounting Standards Update ("ASU") No.

2020-04, “ Reference Rate Reform (Topic 848):

Facilitation of the Effects of Reference Rate Reform on Financial Reporting .” This ASU provides expedients and exceptions to existing guidance on contract modifications and hedge accounting that is optional to facilitate the market transition from a reference rate, including the London Interbank Offered Rate (“LIBOR”), which was discontinued because of reference rate reform, to a new reference rate.

The provisions of this ASU impact contract modifications and other changes that occur while LIBOR was phased out.

In December 2022, the FASB issued ASU No.

2022-06, “ Reference Rate Reform:

Deferral of the Sunset Date of Topic 848 .” As a result of the U.K.

Financial Conduct Authority’s decision to extend the cessation date for publishing LIBOR rates from December 31, 2021 to June 30, 2023, the FASB decided to defer the sunset date of this topic from December 31, 2022 to December 31, 2024.

The Company evaluated and applied optional expedients available under this guidance, as applicable, and there was no material impact on the Company’s consolidated financial statements.

Contracts with Customers Acquired in a Business Combination

In October 2021, the FASB issued ASU No.

2021-08, “ Accounting for Contract Assets and Contract Liabilities from Contracts with Customers ” to add contract assets and contract liabilities acquired in a business combination to the list of exceptions to the recognition and measurement principles that apply to business combinations and to require that an entity (acquirer) recognize and measure contract assets and contract liabilities acquired in a business combination in accordance with the revenue recognition guidance.

This updated guidance amends the current business combination guidance where an acquirer generally recognizes such items at fair value on the acquisition date.

The guidance is to be applied prospectively to all business combinations that occur on or after the date of initial application.

G LOBAL BUSINESS TRAVEL GROUP, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

adopted this guidance on January 1, 2023, as required, and there was no impact on the Company’s consolidated financial statements upon the adoption of this guidance.

Credit Losses

In June 2016, the FASB issued ASU No.

2016-13, Financial Instruments - Credit Losses (Topic 326):

Measurement of Credit Losses on Financial Instruments (“ASU 2016-13”), which significantly changed how entities account for credit losses for most financial assets, including accounts receivable, and certain other instruments that are not measured at fair value through net income.

The new guidance replaced the then existing incurred loss impairment model with an expected loss methodology, which results in a more timely recognition of credit losses.

The Company adopted ASU 2016-13 on a prospective basis, effective January 1, 2022, and recognized a $ 3 million cumulative adjustment, net of taxes, in accumulated deficit.

In December 2021, the FASB issued ASU No.

2019-12, “ Income taxes (Topic 740):

Simplifying the Accounting for Income Taxes ” that amended the guidance to simplify accounting for income taxes, including elimination of certain exceptions in then current guidance related to the approach for intra-period tax allocation, the methodology for calculating income taxes in an interim period, and the recognition of deferred tax liabilities for outside basis differences, ownership changes in investments (changes from a subsidiary to equity method investments and vice versa), etc.

The Company adopted this guidance on January 1, 2022, and there was no material impact on the Company’s consolidated financial statements upon the adoption of this guidance.

Disclosures about Government Assistance

In November 2021, the FASB issued ASU No.

2021-10, “ Disclosures by Business Entities about Government Assistance ” which provides for disclosures by business entities about government assistance.

The amendments in this update required disclosures about transactions with a government that have been accounted for by analogizing to a grant or contribution accounting model to increase transparency about (1) the nature and types of transactions, (2) the accounting for the transactions and (3) the effect of the transactions on an entity’s financial statements.

The Company adopted this guidance on January 1, 2022, and there was no material impact on the Company’s consolidated financial statements upon the adoption of this guidance.

Accounting Pronouncements – Not Yet Adopted

5 unchanged sentences

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.

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

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.

Internal-Use Software

In September 2025, the FASB issued ASU No.

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.

(3) Business Acquisitions

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 $ 597 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 customers.

The acquisition of CWT is expected to enhance the Company’s geographic reach, broaden its customer 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) $ 186 million in cash, and (iii) $ 3 million in contingent consideration.

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 $ 186 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

The Company initially deposited $ 15 million with 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.

Subsequent to the balance sheet date of December 31, 2025, upon finalization of the working capital adjustments with the CWT legacy equityholders, $ 10 million was released back to the Company from the escrow account in full and final settlement in accordance with the terms of the Merger Agreement.

This was considered as an adjusting post balance sheet event reducing the cash paid for acquisition to $ 5 million (see note 25 - Subsequent Events ).

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

Fair value of noncontrolling interest

Net assets acquired at fair value

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:

(in $ millions) Amount

Cash and cash equivalents $ 37

Accounts receivable

Prepaid expenses and other current assets 46

Held for sale assets

Property and equipment 69

Equity method investments

Other intangible assets 351

Operating lease right-of-use assets 22

Deferred tax assets 23

Other non-current assets 55

Total assets 1,189

Accounts payable

Accrued expenses and other current liabilities 259

Current portion of operating lease liabilities

Current portion of long-term debt

Held for sale liabilities

Long-term debt

Long-term operating lease liabilities

Deferred tax liabilities 75

Pension liabilities

Other non-current liabilities 41

Total liabilities 594

Net assets acquired at fair value

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 income tax effects of the transaction.

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

Customer relationships

Tradenames 11 2

Acquired technology 46 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.

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 were $ 83 million in aggregate.

During the years ended December 31, 2025 and 2024, the Company incurred $ 38 million and $ 45 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 the year ended December 31, 2025 was $ 209 million and $ 61 million, respectively.

Assuming an acquisition date of January 1, 2024, the unaudited pro forma revenue and net income (loss) of the Company for the years ended December 31, 2025 and 2024 would have been as follows:

Year ended December 31,

(in $ millions)

$ 3,148 $ 3,189

Net income (loss)

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.

On December 19, 2025, the Company entered into an agreement with UVET Viaggi Turismo S.p.A., pursuant to which it is entitled to appoint a majority of the members of the board of directors of Uvet Global Business Travel S.p.A ("Uvet GBT"), a company registered in Italy.

On December 29, 2025, the Company appointed a majority of the members of the board of directors of Uvet GBT pursuant to this agreement, while maintaining its 35 % ownership in Uvet GBT, thereby obtaining a controlling financial interest.

Prior to obtaining a controlling interest through its majority representation on the board of directors of Uvet GBT, the Company accounted for its 35 % ownership in Uvet GBT as an equity method investment.

This transaction was accounted for as a "step acquisition" (as defined by U.S.

As such, the Company remeasured its pre-existing equity interest in Uvet GBT immediately prior to the completion of the acquisition to its estimated fair value.

The results of Uvet GBT have been included in the Company's consolidated financial statements since the acquisition date, which were immaterial, with the portion outside of its control forming a noncontrolling interest.

The fair value of Uvet GBT, determined utilizing multiple of earnings and discounted cash flow valuation techniques, on the acquisition date totaled $ 111 million, which included the Company’s equity interest immediately prior to the acquisition of $ 39 million and the non-controlling interest of $ 72 million (see note 15 - Other non-current liabilities for mandatorily redeemable non-controlling interests and note 19 - Shareholders' Equity for redeemable non-controlling interest).

The preliminary amounts recognized for assets acquired and liabilities assumed as of the acquisition date included:

cash of $ 34 million;

goodwill of $ 81 million;

intangible assets of $ 71 million related to customer relationships;

$ 61 million of primarily current assets;

and $ 136 million of primarily current liabilities.

The fair value allocation is preliminary and subject to change during the measurement period as the Company finalizes valuation of intangibles, certain other assets and liabilities and income tax effects of the transaction.

Customer relationship assets are reported within other intangible assets on the Company's consolidated balance sheets and are being amortized over a period of 15 years in accordance with the underlying pattern of expected economic benefit.

Goodwill is primarily attributed to the value expected from synergies resulting from Uvet GBT's acquisition.

The goodwill recognized is not deductible for income tax purposes.

In accordance with accounting for a step acquisition, the Company recognized a gain of $ 39 million during the year ended December 31, 2025 as a result of remeasuring its pre-existing interest in Uvet GBT held immediately before the business combination, which was included in the Company's consolidated statements of operations.

G LOBAL BUSINESS TRAVEL GROUP, INC.

10 unchanged sentences

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

The Company evaluates collectability of accounts receivable based on a combination

of factors and records credit losses applying its accounting policy.

The Company evaluates collectability of accounts receivable based on a combination of factors and records credit losses applying its accounting policy.

Contract Balances

17 unchanged sentences

(5) Income Taxes

As discussed in note 1 – Business Description and Basis of Presentation and note 7 - Certain Corporate Transactions , GBTG, a Delaware corporation and U.S.

tax resident, entered into a series of transactions that eliminated the Up-C Structure on July 10, 2023, and resulted in GBTG acquiring full economic ownership of GBT JerseyCo.

The following table summarizes the Company’s domestic (U.S.) and foreign results (non-U.S.) before income taxes and share of income from equity method investments.

G LOBAL BUSINESS TRAVEL GROUP, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

JerseyCo’s U.S.

tax partnership status was terminated as a result of the Corporate Simplification, and it is now classified as a single member LLC.

Prior to the Corporate Simplification, GBTG owned approximately 16 % of GBT JerseyCo and, as a U.S.

tax resident shareholder, recognized certain deferred tax assets and liabilities in respect of its proportionate interest in GBT JerseyCo.

As a direct result of the Corporate Simplification, 100 % of GBT JerseyCo's deferred tax assets and liabilities now flow through to GBTG, in proportion to its increased economic ownership of GBT JerseyCo.

These deferred tax items relate primarily to temporary differences arising in GBTG's foreign branches and anticipated future U.S.

taxes on branch income which will bear reduced foreign tax credits until the foreign branches NOL carryforwards, which will shield local taxation, but not U.S.

taxation, are fully utilized.

A net deferred tax charge of $ 76 million was recorded within equity during 2023 as a result of the increased ownership and the partnership termination as the entire amount arose as a direct consequence of the Corporate Simplification.

The following table summarizes the Company’s domestic (U.S.) and foreign results (non-U.S.) before income taxes and share of income (losses) from equity method investments.

Year ended December 31,

2 unchanged sentences

Foreign 88 ( 68 ) ( 108 )

Loss before income taxes and share of losses from equity method investments $ ( 71 ) $ ( 145 ) $ ( 287 )

Income (loss) before income taxes and share of income from equity method investments $ 147 $ ( 71 ) $ ( 145 )

The components of (provision for) benefit from income taxes consist of the following:

8 unchanged sentences

Foreign 31 1 ( 4 )

Deferred tax (charge) benefit ( 34 ) 30 65

Deferred tax benefit (charge)

(Provision for) benefit from income taxes $ ( 40 ) $ ( 66 ) $ 9

Following adoption of ASU 2023-09, the table below sets forth a reconciliation of amounts and percentages computed by applying the U.S.

federal statutory income tax rate of 21% to income before income taxes and share of income from equity method investments to provision for income taxes for the year ended December 31, 2025.

G LOBAL BUSINESS TRAVEL GROUP, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

The table below sets forth a reconciliation of amounts computed by applying the U.S.

Year Ended December 31, 2025

(in $ millions, except percentages) Amount

(in $ millions)

Income before income taxes and share of income from equity method investments

Tax provision at U.S.

federal statutory tax rate

State and local income taxes, net of federal income tax effect*

Foreign tax effects

Changes in valuation allowance

( 3 ) ( 2.05 ) %

Changes in Valuation allowance ( 36 ) ( 24.45 ) %

Return to provisions

( 1 ) ( 0.62 ) %

Return to provisions

( 3 ) ( 1.87 ) %

Changes in valuation allowance 16 11.01 %

Gain on remeasurement of previously held Uvet GBT investment

( 10 ) ( 6.88 ) %

Return to provisions

Statutory tax rate difference between U.K.

Equity-based compensation

Fair value movement on earnout derivative liabilities

( 15 ) ( 10.49 ) %

Merger and acquisition costs

Return to provisions

( 2 ) ( 1.26 ) %

Other foreign jurisdictions:

Effect of cross-border tax laws (Base-erosion and anti-abuse tax)

Effect of cross-border tax laws (impact of U.S.

foreign branches)

Research and development tax credits

( 2 ) ( 1.57 ) %

Non-taxable or non-deductible items:

Fair value movement on earnout derivative liabilities

( 7 ) ( 4.90 ) %

Merger and acquisition costs 7 4.83 %

Effect of section 162(m) limitation

Equity-based compensation ( 3 ) ( 1.76 ) %

Changes in unrecognized tax benefits

Other adjustments:

Return to provisions

Provision for income taxes

G LOBAL BUSINESS TRAVEL GROUP, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

*State taxes in California, New jersey, New York City and New York state make up the majority (greater than 50%) of the tax effect in this category.

The Company’s effective tax rate for the year ended December 31, 2025 was 27.41 % primarily due to non-deductible expenses offset by non-taxable income (gain from the movement in the fair market value on the earnout shares and the gain on remeasurement of the Uvet GBT investment) and a net reduction in valuation allowances.

As previously disclosed, prior to the adoption of ASU 2023-09, the table below sets forth a reconciliation of amounts computed by applying the U.S.

federal statutory income tax rate of 21% to loss before income taxes to (provision for) benefit from income taxes for the years ended December 31, 2024 and 2023.

4 unchanged sentences

Changes in taxes resulting from:

Foreign branch accounting /Impact of Up-C structure ( 28 ) 7 ( 4 )

Foreign branch accounting /corporate restructuring ( 28 ) 7

Income not subject to tax 1 1

Equity-based compensation ( 4 ) ( 5 )

Fair value movement on earnout and warrant derivative liabilities ( 14 ) 3 1

Fair value movement on earnout derivative liabilities ( 14 ) 3

Transaction costs ( 10 ) ( 3 )

4 unchanged sentences

Change in enacted tax rates 6 —

Rate differential in the United Kingdom — — 6

Foreign tax rate differential 3 3

6 unchanged sentences

The Company’s effective tax rate for the year ended December 31, 2023 was lower than the statutory tax rate of 21% primarily due to changes in valuation allowances and expenses not deductible for taxes.

The Company’s effective tax rate for the year ended December 31, 2022 was broadly in line with respective statutory tax rate.

Following adoption of ASU 2023-09, the following table presents supplemental cash flow information related to income taxes paid (net of refunds received) for the year ended December 31, 2025:

G LOBAL BUSINESS TRAVEL GROUP, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(in $ millions)

State and Local 3

Total income tax paid (net of refunds) $ 52

The significant components of the Company’s deferred tax assets and liabilities are as follows:

18 unchanged sentences

Other intangible assets ( 206 ) ( 122 )

Uncertain tax positions

Operating lease ROU assets ( 24 ) ( 21 )

7 unchanged sentences

Foreign deferred taxes liabilities of approximately $ 6 million and $ 3 million as of December 31, 2025, and 2024 , respectively, have been provided on these earnings.

G LOBAL BUSINESS TRAVEL GROUP, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

The Company has net operating loss (“NOL”) carryforwards related to its global operations of approximately $ 2,482 million, of which $ 2,310 million have an indefinite life.

3 unchanged sentences

As of December 31, 2025 and 2024, the Company had valuation allowance on its deferred tax assets of $ 376 million and $ 149 million, respectively, that is related primarily to unrealized NOLs.

As of December 31, 2024, a valuation allowance has been created against deferred tax assets relating to approximately $ 419 million of the total gross losses, where the Company believes it is less likely that it will be able to utilize these assets in the future.

The increase in the valuation allowance during the year ended December 31, 2025 includes approximately $ 210 million recognized in connection with the acquisition of CWT during the year, which gave rise to additional deferred tax assets that were not supported by sufficient sources of taxable income.

As of December 31, 2025, a valuation allowance has been created against deferred tax assets relating to approximately $ 368 million of the total gross losses, and other acquired attributes, where the Company believes it is less likely that it will be able to utilize these assets in the future.

For the deferred tax assets related to remaining NOLs against which there is no valuation allowance, the Company believes it is more likely than not that the results of future operations will generate sufficient taxable income to realize these deferred tax assets.

G LOBAL BUSINESS TRAVEL GROUP, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

Many jurisdictions are introducing or have recently introduced tax legislation that aims to restrict the tax deduction of expenditure in certain circumstances and to impose minimum taxation in an attempt to raise taxes (e.g.

OECD’s Base Erosion and Profit Shifting ("BEPS") measures and the U.S.

Many jurisdictions are introducing or have recently introduced tax legislation that aims to impose minimum taxation in an attempt to raise taxes (e.g.

Organization for Economic Co-Operation and Development's Base Erosion and Profit Shifting ("BEPS") Pillar 2 measures and the U.S.

Inflation Reduction Act ("IRA")).

The Company does not expect a material impact from the implementation of this legislation but continues to monitor and assess any future impacts.

As of December 31, 2024 and 2023, the Company has accrued for a tax liability of $ 16 million and $ 11 million, respectively, associated with uncertain tax positions, including interest and penalties thereon, arising from differences between amounts recorded in the consolidated financial statements and amounts expected to be included in tax returns.

As of December 31, 2025 and 2024, the Company has recognized a tax liability of $ 164 million and $ 16 million, respectively, associated with uncertain tax positions, including interest and penalties thereon, arising from differences between amounts recorded in the consolidated financial statements and amounts expected to be included in tax returns.

The majority of uncertain tax positions are under discussions with tax authorities and the Company does not believe that the outcome of current and future examinations will have a material impact on its consolidated financial statements.

The movement of uncertain tax position liability is as follows:

As of December 31,

Year Ended December 31,

(in $ millions)

1 unchanged sentence

Balance, beginning of the year $ 16 $ 11 $ 4

Increases to tax positions related to the current year 8 8 1

Acquisition related

Decrease in tax positions related to prior years

( 1 ) — ( 1 )

Release due to expiry of statute of limitations

Foreign exchange movement

Increases to tax positions related to the current year

Balance, end of the year $ 164 $ 16 $ 11

There were no settlements of uncertain tax position liability during any of the years presented.

As of December 31, 2024, the Company does not expect the unrecognized tax benefits to significantly increase or decrease within the next twelve months.

The Company recognizes interest and penalties accrued related to unrecognized tax benefits as part of the provision for income taxes in its consolidated statement of operations.

During the year ended December 31, 2024, the Company accrued $ 3 million of interest and penalties.

There were no material amounts of interest or penalty charged (credited) to the Company’s consolidated statements of operations for the years ended December 31, 2023 and 2022.

There was no settlement of uncertain tax position liability during any of the years presented.

The Company recognizes interest and penalties accrued related to unrecognized tax benefits as part of the provision for/ benefit from income taxes in its consolidated statement of operations.

During the years ended December 31, 2025 and 2024, the Company recognized $ 15 million and $ 3 million, respectively, of interest and penalties.

There were no material amounts of interest or penalty charged (credited) to the Company’s consolidated statements of operations for the year ended December 31, 2023.

The Company is subject to taxation in various countries in which the Company operates.

As of December 31, 2024, tax years for 2015 through 2024 are open to examination by the tax authorities in the major tax jurisdictions, mainly in the U.K.

As of December 31, 2025, tax years for 2015 through 2025 are open to examination by the tax authorities in the major tax jurisdictions.

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.

For the provisions effective in 2025, there was no material impact to the Company's effective tax rate for the year ended December 31, 2025.

G LOBAL BUSINESS TRAVEL GROUP, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(6) Prepaid Expenses and Other Current Assets

5 unchanged sentences

Value added and similar taxes receivables 22 9

Cloud computing arrangements

Held for sale assets

Income tax receivable 9 9

1 unchanged sentence

Prepaid expenses and other current assets $ 215 $ 128

G LOBAL BUSINESS TRAVEL GROUP, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(7) Property and Equipment, Net

13 unchanged sentences

There were no material gain or loss on disposal of property and equipment recorded within each of the years in the three-year period ended December 31, 2025.

(7) Certain Corporate Transactions

Business Combination

In May 2022, following the closing of a business combination agreement (“Business Combination Agreement”), GBT JerseyCo became a direct subsidiary of GBTG (the “Business Combination”) which was accounted for as a reverse recapitalization.

(a) GBTG held its investments in GBT JerseyCo (a tax resident in the United Kingdom (“U.K.”)) and its subsidiaries through an umbrella partnership-C corporation structure (“Up-C structure”) and GBT JerseyCo was considered a partnership for U.S.

tax purposes (the Up-C structure was subsequently eliminated through a Corporate Simplification transaction discussed below);

(b) American Express Travel Holdings Netherlands Coöperatief U.A.

(“Amex Coop”), a resident of the Netherlands, Juweel Investors (SPC) Limited (a successor entity of Juweel Investors Limited) (“Juweel”), a resident of the Cayman Islands, and EG Corporate Travel Holdings LLC, a Delaware limited liability company (“Expedia,” and collectively, with Amex Coop and Juweel the “Continuing JerseyCo Owners”) were holders of non-voting redeemable shares of GBT JerseyCo., designated as "B Ordinary Shares" ("GBT JerseyCo B Ordinary Shares") in the Fourth Amended and Restated Memorandum of Association of GBT JerseyCo and the Third Amended and Restated GBT JerseyCo Articles of Association (collectively the "Amended and Restated M&A") with a nominal value of € 0.00001 ;

(c) GBTG owned voting redeemable shares of GBT JerseyCo., designated as "A Ordinary Shares" ("GBT JerseyCo A Ordinary Shares") in the Amended and Restated M&A with a nominal value of € 0.00001 ;

(d) Continuing JerseyCo Owners owned Class B Common Stock and other public stockholders owned Class A Common Stock of GBTG.

(e) The Continuing JerseyCo Owners and holders of GBT JerseyCo’s stock options were granted C ordinary shares of GBT JerseyCo that have no voting or economic interest and after Corporate Simplification transaction (discussed below) are convertible to shares of Class A Common Stock of GBTG.

Further, certain of Class A Common Stock are subject to

G LOBAL BUSINESS TRAVEL GROUP, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

forfeitures and surrender/cancellations for no consideration if the Class A Common Stock does not meet certain price thresholds over a certain period of time.

All such shares are referred to as “earnout shares” (see note 17 - Earnout Shares ).

(f) GBTG, GBT JerseyCo and the Continuing JerseyCo Owners entered into an Exchange Agreement (as subsequently amended from time to time, the “Exchange Agreement”) which provided a right to the Continuing JerseyCo Owners to exchange their GBT JerseyCo B Ordinary Shares for shares of Class A Common Stock on a one-for-one basis, with surrender and cancellation of Class B Common Stock held by them in GBTG.

The Exchange Agreement also provided GBTG with the right to elect that such exchange be effected by the Continuing JerseyCo Owners (or certain permitted transferees thereof) transferring their GBT JerseyCo B Ordinary Shares and Class B Common Stock to GBTG in exchange for the issuance by GBTG to such Continuing JerseyCo Owners shares of Class A Common Stock (a “direct exchange”).

Concurrently with the closing of the Business Combination Agreement, the Company entered into certain other related agreements which are discussed further in note 19 – Shareholders’ Equity and note 23 – Related Party Transactions .

Corporate Simplification

In July 2023, GBTG entered into a series of transactions that simplified its organizational structure (the "Corporate Simplification").

As part of this Corporate Simplification, the Continuing JerseyCo Owners transferred all of their respective GBT JerseyCo B Ordinary Shares and shares of Class B Common Stock to GBTG in exchange for GBTG issuing to each Continuing JerseyCo Owner shares of Class A Common Stock.

Further, GBTG also entered into an amendment to the Business Combination Agreement with GBT JerseyCo (the “BCA Amendment”) and the SHA Amendment (as discussed further below in note 23 - Related Party Transactions ), to provide, among other things, that the GBT JerseyCo C Ordinary Shares owned by the Continuing JerseyCo Owners (and certain other current and former employees of GBTG) will be, upon the Class A Common Stock meeting the price thresholds set forth in the Business Combination Agreement over the period of time set forth in the Business Combination Agreement, cancelled in exchange for shares of Class A Common Stock, rather than into GBT JerseyCo B Ordinary Shares and shares of Class B Common Stock, which would be exchangeable for shares of Class A Common Stock under the Exchange Agreement.

The BCA Amendment also provides that certain rights of holders of GBT JerseyCo C Ordinary Shares with respect to dividends and distributions and with respect to potential payments upon the winding up of GBT JerseyCo that had been obligations of GBT JerseyCo under its organizational documents prior to the Corporate Simplification are now direct obligations of GBTG.

Reciprocal amendments are reflected in the Fifth Amended and Restated Memorandum of Association of GBT JerseyCo and the Fourth Amended and Restated Articles of Association of GBT JerseyCo.

As a result of the Corporate Simplification:

• GBTG issued Class A Common Stock to the Continuing JerseyCo Owners in exchange for all of the issued and outstanding GBT JerseyCo B Ordinary Shares and all of the issued and outstanding shares of Class B Common Stock held by them;

• GBTG became the sole holder of all the issued and outstanding GBT JerseyCo A Ordinary Shares;

there are no shares of Class B Common Stock or GBT JerseyCo B Ordinary Shares that remain issued and outstanding;

• no net income (loss) or shareholder’s equity was allocated to the Continuing JerseyCo Owners (as non-controlling interests) in the consolidated financial statements of the Company since the date of Corporate Simplification;

and tax distributions that were payable by GBT JerseyCo to the Continuing JerseyCo Owners under the Shareholders’ Agreement (arising from the U.S.

tax partnership arrangement) ceased, with GBTG assuming 100% of income tax liability for any incremental U.S.

tax payable related to GBT JerseyCo’s income from international operations.

G LOBAL BUSINESS TRAVEL GROUP, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(8) Goodwill and Other Intangible Assets, Net

4 unchanged sentences

Balance as of December 31, 2024 1,201

Additions for acquisition of CWT 348

Additions for acquisition of Uvet GBT 81

Currency translation adjustments 41

18 unchanged sentences

The depreciable life of lease ROU assets and leasehold improvements are limited by the expected lease term, unless there is a transfer of title or purchase option reasonably certain of exercise.

The operating lease cost, including short term leases, recognized in the consolidated statement of operations for the years ended December 31, 2024, 2023 and 2022 was $ 24 million, $ 31 million and $ 26 million, respectively.

Short term lease cost is $ 2 million, $ 5 million and $ 5 million for the years ended December 31, 2024, 2023 and 2022, respectively.

G LOBAL BUSINESS TRAVEL GROUP, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

The operating lease cost, including short term leases, recognized in the consolidated statement of operations for the years ended December 31, 2025, 2024 and 2023 was $ 31 million, $ 24 million and $ 31 million, respectively.

Short term lease cost is $ 4 million, $ 2 million and $ 5 million for the years ended December 31, 2025, 2024 and 2023, respectively.

The finance lease amounts recognized in the consolidated statements of operations relating to amortization of ROU assets and interest on finance lease obligations was $ 4 million, $ 3 million and $ 2 million for the years ended December 31, 2025, 2024, and 2023, respectively.

23 unchanged sentences

Estimated future costs related to other non-lease components (e.g., common area maintenance charges) were accrued as part of restructuring expense and recorded as a liability on the facilities abandonment date.

For the years ended December 31, 2024 and 2023, the Company recorded $ 4 million and $ 7 million as accelerated amortization of operating lease ROU asset.

There was no impairment or accelerated amortization of operating lease ROU asset recorded during the year ended December 31, 2022.

For the years ended December 31, 2025, 2024 and 2023, the Company recorded $ 6 million, $ 4 million and $ 7 million as accelerated amortization of operating lease ROU asset.

The following table sets out the undiscounted future payments for operating lease liabilities as of December 31, 2025.

12 unchanged sentences

(in $ millions) 2025 2024

Derivative asset $ 27 $ 7

Cloud computing arrangements 26 24

Restricted Cash $ 40 $ 25

Cloud computing arrangements 40 26

Derivative asset — 27

Other assets 30 11

7 unchanged sentences

Client deposits 144 55

Accrued restructuring costs ( see note 12 )

Income tax payable

Indemnification liability (see note 16)

Deferred revenue 23 31

Accrued interest payable 26 20

Accrued restructuring costs ( see note 12 )

Value added and similar taxes payable 16 12

Other payables 11 3

Held for sale liabilities

Accrued expenses and other current liabilities $ 757 $ 461

7 unchanged sentences

Balance as of December 31, 2023 26 4 — 30

Expenses incurred 39 3 10 52

Non-cash — — ( 10 ) ( 10 )

Non-cash items

— — ( 5 ) ( 5 )

Cash settled ( 28 ) ( 3 ) — ( 31 )

Balance as of December 31, 2024 9 3 — 12

Expenses incurred 11 2 5 18

Non-cash — — ( 5 ) ( 5 )

Addition from the CWT acquisition 4 — — 4

Non-cash items — — ( 9 ) ( 9 )

Cash settled ( 31 ) ( 2 ) — ( 33 )

1 unchanged sentence

Employee Severance Costs

On January 24, 2023, the Company announced changes to its internal operating model.

The Company fully accrued for the costs of approximately $ 35 million associated with implementing these changes, substantially all of which represent cash expenditures for the payment of severance and related benefits costs resulting from a reduction in workforce.

This strategic realignment and related actions were substantially completed as at December 31, 2023.

Further, from time-to-time, the Company takes initiatives to reduce costs, exit from non-profitable business components and geographical regions and/or improve operational efficiency.

As a result, during the years ended December 31, 2024 and 2023, the Company incurred costs mainly related to employee severance of $ 11 million and $ 4 million, respectively.

All employee severance costs are included within restructuring charges in the consolidated statement of operations.

From time to time, the Company 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.

Further, 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, focus on long-term growth opportunities, improve financial performance and cash flow generation, integrate operations and realize synergies from acquisition.

Such actions 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 records this liability under ASC 712, Nonretirement Postemployment Benefits , when it is considered probable that employees are entitled to benefits and the amounts can be reasonably estimated.

The Company recognized employee related severance costs, within restructuring charges in the consolidated statements of operations, of approximately $ 48 million, $ 11 million and $ 39 million during the years ended December 31, 2025, 2024 and 2023.

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.

Facilities Consolidation and Rationalization

1 unchanged sentence

See note 9 - Leases for further discussion.

Facility - lease related charges consist of (i) accelerated amortization of operating lease ROU assets of $ 4 million and $ 7 million for the years ended December 31, 2024 and 2023, respectively, which is included within general and administrative expense and (ii) accelerated amortization of leasehold improvements related to abandoned leases of $ 1 million and $ 3 million for the years ended December 31, 2024 and 2023, respectively, which is included within depreciation and amortization expense, in the consolidated statements of operations.

Estimated future costs related to other non-lease components (e.g.,common area maintenance charges), accrued as part of restructuring expense and recorded as a liability on the facilities abandonment date, amounted to $ 2 million and $ 3 million as of December 31, 2024 and 2023, respectively.

Facility - lease related charges consist of (i) accelerated amortization of operating lease ROU assets of $ 6 million, $ 4 million and $ 7 million for the years ended December 31, 2025, 2024 and 2023, respectively, which is included within general and administrative expense and (ii) accelerated amortization of leasehold improvements related to abandoned leases of $ 3 million, $ 1 million and $ 3 million for the years ended December 31, 2025, 2024 and 2023, respectively, which is included within depreciation and amortization expense, in the consolidated statements of operations.

Estimated future costs related to other non-lease components (e.g.,common area maintenance charges) and related expenses, accrued as part of restructuring expense and recorded as a liability on the facilities abandonment date, amounted to $ 4 million, $ 2 million and $ 3 million for the year ended December 31, 2025, 2024 and 2023, respectively.

G LOBAL BUSINESS TRAVEL GROUP, INC.

6 unchanged sentences

Principal amount of senior secured term loans (Maturity - July 2031)

Original Senior Secured Credit Agreement

Principal amount of senior secured initial term loans — 237

Principal amount of senior secured tranche B-3 term loans — 1,000

Principal amount of senior secured tranche B-4 term loans — 135

Other borrowings

$ 1,386 $ 1,400

Unamortized debt discount and debt issuance costs ( 19 ) ( 24 )

Total senior secured term loans, net of unamortized debt discount and debt issuance costs

Other borrowings

Total debt, net of unamortized debt discount and debt issuance costs 1,418 1,384

2 unchanged sentences

Amended and Restated Senior Secured Credit Agreement

On July 26, 2024 (the “Refinancing Date”), GBTG and GBT US III LLC, a wholly-owned subsidiary of GBTG (the "Initial Borrower") 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 on the Refinancing Date 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").

On July 26, 2024, GBTG and GBT US III LLC, a wholly-owned subsidiary of GBTG (the "Initial Borrower") 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 repayment of term loans under the Original Credit Agreement resulted in a loss on early extinguishment of debt of $ 38 million.

The Company incurred total costs of debt refinancing of $ 25 million, which has been capitalized as debt issuance cost and will be amortized to interest expense over the term of the Initial Term Facility and the Revolving Credit Facility, using the effective interest rate method.

The Initial Term Loans mature on July 26, 2031.

Principal amounts outstanding under the Initial Term Loans are required to be repaid on a quarterly basis, commencing March 31, 2025, at an amortization rate of 1.00 % per annum, with the balance due at maturity.

At the option of the Initial Borrower, amounts borrowed under the Initial Term Facility may be voluntarily prepaid, in whole or in part, at any time without premium or penalty (other than (i) a prepayment premium of 1 % of the principal amount of the Initial Term Loans subject to certain repricing transactions occurring prior to August 4, 2025 (see note 25 - Subsequent Events ) and (ii) customary breakage costs in connection with certain prepayments of loans).

Further, subject to certain exceptions set forth in the A&R Credit Agreement, the Initial Borrower is required to prepay loans under the Initial Term Facility with (i) 50 % (subject to leverage-based step-downs) of annual excess cash flow (calculated in a manner set forth in the A&R 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.

The Company incurred total costs of debt refinancing of $ 25 million, which has been capitalized as debt issuance cost and is being amortized to interest expense over the term of the Initial Term Facility and the Revolving Credit Facility, using the effective interest rate method.

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

G LOBAL BUSINESS TRAVEL GROUP, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

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 and 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 ) 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 year ended December 31, 2025, the Company repaid the contractual quarterly installment of $ 14 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.

1 unchanged sentence

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

G LOBAL BUSINESS TRAVEL GROUP, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

general corporate purposes.

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.

1 unchanged sentence

As of December 31, 2025, the Company had $ 360 million of availability under the Revolving Credit Facility.

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.

In February 2025, the Company entered into an amendment to the A&R Credit Agreement, reducing the margin on the Initial Term Loans by 50 basis points(see note 25 - Subsequent Events) .

As of December 31, 2024, the Initial Borrower is required to pay, quarterly in arrears, a fee based on the average daily unused commitments under the Revolving Credit Facility of 0.375 % per annum, with a single step-down to 0.25 % per annum upon an upgrade of the Initial Borrower’s debt rating from at least one of the specified credit rating agencies on or prior to the first anniversary of the closing of the pending Merger of CWT.

The Initial Borrower is also obligated to pay a customary agency fee and other customary fees described in the A&R Credit Agreement.

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 A&R 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 Consolidated EBITDA (as defined in the A&R 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.

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.

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 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.

The A&R Credit Agreement contains various affirmative and negative covenants, which are similar to those set forth in the Original Credit Agreement, including a financial covenant and limitations (subject to exceptions) on the ability of the Loan Parties and their subsidiaries to:

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;

2 unchanged sentences

(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 any subsidiary of any Loan Party;

(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;

2 unchanged sentences

and (ix) enter into certain burdensome agreements.

The A&R Credit Agreement contains a financial covenant applicable solely to the Revolving Credit Facility that requires the first lien net leverage ratio (calculated in a manner set forth in the A&R 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 A&R Credit Agreement provides that such financial covenant is suspended for a limited period of time if an event that constitutes a “Travel MAC” (as defined in the A&R Credit Agreement) has occurred and the Loan Parties are unable to comply with such covenant as a result of such event.

The Amended Credit Agreement contains a financial covenant applicable solely to the Revolving Credit Facility that requires the first lien net leverage ratio (calculated in a manner set forth 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 defined in the Amended 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 December 31, 2025.

As of December 31, 2024, the Loan Parties and their subsidiaries were in compliance with all applicable covenants under the A&R Credit Agreement.

G LOBAL BUSINESS TRAVEL GROUP, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

As of December 31, 2025, the Loan Parties and their subsidiaries were in compliance with all applicable covenants under the Amended Credit Agreement.

Events of Default

The A&R Credit Agreement contains default events (subject to certain materiality thresholds and grace periods), which could require early prepayment, termination of the A&R Credit Agreement or other enforcement actions customary for facilities of this type.

As of December 31, 2024, no event of default existed under the A&R Credit Agreement.

Original Credit Agreement

As mentioned above, in connection with the effectiveness of the A&R Credit Agreement, the Company repaid in full the outstanding principal amounts under the Original Credit Agreement.

Under the Original Credit Agreement, the tranche B-3 and B-4 term loans accrued interest at a variable interest rate based on SOFR plus 0.10 % ("Adjusted SOFR") plus a leverage-based margin ranging from 5.25 % to 6.75 % per annum, and loans under the senior secured revolving credit facility accrued interest at a variable interest rate based on Adjusted SOFR plus a leverage-based margin ranging from 4.75 % to 6.25 % per annum.

A 1.00 % floor on Adjusted SOFR applied to the tranche B-3 and tranche B-4 term loans and borrowings under the revolving credit facility.

As of December 31, 2023, (i) interest on each of tranche B-3 and tranche B-4 term loans was based on Adjusted SOFR plus 6.00 %, and (ii) interest on the revolving credit facility was based on Adjusted SOFR plus 5.50 %, respectively.

As of December 31, 2023, interest on the initial term loans under the Original Credit Agreement was based on synthetic LIBOR plus 2.50 %.

Improvement in the Company's leverage ratio, computed in a manner as provided in the Original Credit Agreement, resulted in a decrease in its interest rate margins during 2024.

Further, under the Original Credit Agreement, the Company was required to pay a fee of 0.375 % per annum on the average daily unused commitments under the senior secured revolving credit facility, payable quarterly in arrears.

As of December 31, 2023, the Company had utilized $ 7 million for letters of credit and had $ 43 million of availability under the revolving credit facility.

Interest on the senior secured credit facilities was payable quarterly in arrears (or, if earlier in the case of LIBOR and SOFR loans, at the end of the applicable interest period).

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 December 31, 2025, no event of default existed under the Amended Credit Agreement.

The Company's effective interest rate on its term loan borrowings, for the years ended December 31, 2025, 2024 and 2023 was approximately 6.7 %, 8.9 %, and 11.5 %.

Other borrowings primarily relate to finance leases and equipment sale and lease back transaction.

Other borrowings primarily relate to (i) borrowings by Uvet GBT of $ 33 million (ii) $ 14 million of finance leases, including those recognized on acquisition of CWT and (iii) an amount of $ 4 million borrowed under a revolving credit facility that the Company assumed as part of the CWT acquisition .

Amortization of Debt Discount and Debt Issuance Costs

8 unchanged sentences

Closing balance $ 19 $ 24 $ 16

During the year ended December 31, 2024, the Company wrote-off $ 12 million of unamortized debt discount and debt issuance costs as loss on extinguishment of debt upon the early repayment of term loans under the Original Credit Agreement as discussed above.

G LOBAL BUSINESS TRAVEL GROUP, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

During the years ended December 31, 2025 and 2024, the Company wrote-off $ 2 million and $ 12 million of unamortized debt discount and debt issuance costs as loss on extinguishment of debt upon the early repayment of term loans as discussed above.

Debt Maturities

7 unchanged sentences

Long-term debt, net of unamortized debt discount and debt issuance costs $ 1,367 $ 51 $ 1,418

G LOBAL BUSINESS TRAVEL GROUP, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

In January 2026, the Company entered into an amendment to the Amended Credit Agreement, reducing the margin on the Term B-1 Loans by 50 basis points and borrowing an additional amount of term loan of $ 100 million (see note 25 - Subsequent Events ).

(14) Employee Benefit Plans

10 unchanged sentences

Under the plans, benefits are based on employees’ years of credited service and a percentage of final average compensation, or as otherwise described by the plan.

The Company’s most material defined benefit plan in the U.K.

is frozen, meaning that no new employees can participate in the plan and the active/former employees do not accrue additional benefits.

The Company’s defined benefit plans in the U.K.

are frozen, meaning that no new employees can participate in the plan and the active/former employees do not accrue additional benefits.

As of December 31, 2025 and 2024, the aggregate projected benefit obligations of these plans were $ 734 million and $ 570 million, respectively, and the aggregate accumulated benefit obligation of these plans were $ 720 million and $ 557 million, respectively.

10 unchanged sentences

Plan participants’ contribution 1 1

Actuarial loss (gain), net ( 49 ) 24

Actuarial gain, net ( 22 ) ( 49 )

Benefit paid ( 27 ) ( 24 )

Curtailments and settlements ( 28 ) ( 3 )

Expenses paid from assets — ( 1 )

Acquisition/Business combination 156 —

Currency translation adjustment 49 ( 16 )

6 unchanged sentences

Actual return on plan assets 14 ( 24 )

Expenses paid from assets — ( 1 )

Acquisition/Business combination 144 —

Plan settlements ( 27 ) ( 3 )

2 unchanged sentences

Unfunded status $ 146 $ 152

For the defined benefit obligation, the actuarial (gain) loss, net, of $( 49 ) million and $ 24 million for the years ended December 31, 2024 and 2023, respectively, is primarily attributable to changes in the discount rate in the respective years.

The amount included in accumulated other comprehensive loss that has not been recognized as a component of net periodic pension cost (benefit) is as follows:

For the defined benefit obligation, the actuarial gain, net, of $ 22 million and $ 49 million for the years ended December 31, 2025 and 2024, respectively, is primarily attributable to changes in the discount rate, inflation rate and plan experience.

G LOBAL BUSINESS TRAVEL GROUP, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

The following table sets out the amounts recognized in the consolidated balance sheets:

As of December 31,

(in $ millions) 2025 2024

Non-current asset

Other current liabilities

Other non-current liabilities

( 152 ) ( 152 )

Unfunded status

$ ( 146 ) $ ( 152 )

The amount included in accumulated other comprehensive loss that has not been recognized as a component of net periodic pension cost is as follows:

As of December 31,

(in $ millions) 2025 2024

Unrecognized net actuarial loss $ 44 $ 63

2 unchanged sentences

Amounts recognized in accumulated other comprehensive loss $ 42 $ 59

G LOBAL BUSINESS TRAVEL GROUP, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

The following table provides the components of net periodic pension cost (benefit) for the years ended December 31, 2024, 2023 and 2022:

The following table provides the components of net periodic pension cost for the years ended December 31, 2025, 2024 and 2023:

Year ended December 31,

3 unchanged sentences

Expected return on plan assets ( 25 ) ( 22 ) ( 20 )

Amortization of actuarial (gain) loss

Amortization of actuarial gain

Curtailments and settlements 5 1 1

Net periodic pension cost (benefit)

$ 9 $ 9 $ ( 3 )

The weighted average assumptions used to determine the net periodic pension cost (benefit) and projected benefit obligation were as follows:

Net periodic pension cost

The weighted average assumptions used to determine the net periodic pension cost and projected benefit obligation were as follows:

Year ended December 31,

2025 2024 2023

Net periodic pension cost (benefit):

Net periodic pension cost:

Interest cost discount rate 4.4 % 4.2 % 4.5 %

4 unchanged sentences

The discount rate assumption is developed by determining a constant effective yield that produces the same result as discounting projected plan cash flows using high quality (AA) bond yields of corresponding maturities as of the measurement date.

The expected long-term rate of return for plan assets has been determined using historical returns for the different asset classes held by the Company’s trusts and its asset allocation, as well as inputs from internal and external sources regarding expected capital market return, inflation and other variables.

The expected long-term rate of return for plan assets has been determined using historical returns for the

G LOBAL BUSINESS TRAVEL GROUP, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

different asset classes held by the Company’s trusts and its asset allocation, as well as inputs from internal and external sources regarding expected capital market return, inflation and other variables.

Investment objectives, policies and strategies are generally set by the independent custodians of the pension plans.

3 unchanged sentences

The assets and their investments and allocation strategy, is determined by the independent custodians of the pension plan assets with the assistance of independent diversified professional investment management organization.

plan, diversification is provided by using an asset allocation primarily between matching assets / liability-driven investments, or LDIs (combination of bonds and derivatives aimed at hedging against interest and inflation risks associated with pension liabilities) and return-seeking investments consisting of equity, debt, real estate and other funds in proportions expected to provide opportunities for reasonable long-term returns with acceptable levels of investment risk.

plans, diversification is provided by using an asset allocation primarily between matching assets / liability-driven investments, or "LDIs" (combination of bonds and derivatives aimed at hedging against interest and inflation risks associated with pension liabilities) and return-seeking investments consisting of equity, debt, real estate and other funds in proportions expected to provide opportunities for reasonable long-term returns with acceptable levels of investment risk.

The Company's U.K.

defined benefit pension plan is the largest of the Company's total consolidated defined benefit plans.

defined benefit pension plans are the largest of the Company's total consolidated defined benefit plans.

Its trustees determine the investment strategy for the plan’s assets which is set with the objective of ensuring that the plan has sufficient assets to meet its obligations to pensioners.

3 unchanged sentences

the LDIs seek to have the asset portfolio match movements in the value of liabilities, to help reduce the risk of the funding deficit increasing.

scheme is currently approximately 75 % hedged (meaning any

G LOBAL BUSINESS TRAVEL GROUP, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

change in valuation of liabilities due to interest rate and/or inflation expectations is hedged up to approximately 75 % by the change in the fair value of assets).

To meet the current objective of hedging the risk of movement in liability, the scheme trustees have determined target strategic asset allocation of 44 % of scheme assets to LDIs and 56 % to return-seeking investments and cash.

schemes are currently approximately 80 % to 130 % hedged (meaning any change in valuation of liabilities due to interest rate and/or inflation expectations is hedged up to approximately 80 % to 130 % by the change in the fair value of assets).

To meet the current objective of hedging the risk of movement in liability, the scheme trustees have determined target strategic asset allocation of 36 % to 52 % of scheme assets to LDIs and 48 % to 64 % to return-seeking investments and cash.

Certain of the other defined pension plans in Europe invest fully in insurance contracts or collective pension foundation and do not have target assets allocations.

13 unchanged sentences

Total fair value of plan assets $ 588

G LOBAL BUSINESS TRAVEL GROUP, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

The table below sets out the fair value of pension plan assets as of December 31, 2024:

12 unchanged sentences

Total fair value of plan assets $ 418

The increase in Level 3 plan assets is primarily resulting from consolidation of CWT pension plan assets.

Equity, debt and real estate securities are primarily held in pooled investment funds that are valued based on the fair value provided by the fund administrator.

6 unchanged sentences

Annual contributions to the Company’s defined benefit pension plans are based on several factors that may vary from year to year.

The Company’s policy is to contribute amounts sufficient to meet minimum funding requirements as set forth in employee benefit plan, tax laws or as per the contribution plan agreed with the trustees, plus such additional

G LOBAL BUSINESS TRAVEL GROUP, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

amounts as the Company determines to be appropriate.

Past contributions are not always indicative of future contributions.

3 unchanged sentences

2031-2035 232

G LOBAL BUSINESS TRAVEL GROUP, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(15) Other non-current liabilities

Other non-current liabilities primarily include liabilities for client incentives payables and asset retirement obligations.

Client incentive liabilities represent contractual upfront or commission payables to business clients and were $ 19 million and $ 9 million as of December 31, 2024 and 2023, respectively.

Other non-current liabilities consist of:

As of December 31,

(in $ millions) 2025 2024

Client incentives

Derivative liabilities (see note 21)

Mandatorily redeemable non-controlling interests (see note 3)

Asset retirement obligations

Other liabilities

Other non-current liabilities

Asset retirement obligations are mainly associated with closure, reclamation and removal costs for leasehold premises.

The Company’s asset retirement obligations were approximately $ 11 million and $ 14 million as of December 31, 2024 and 2023, respectively.

Estimated asset retirement obligation costs and settlement dates, which affect the carrying value of the liability and the related capitalized asset, are reviewed periodically to ensure that any material changes are incorporated into the latest estimate of the obligation.

As part of business acquisition of Uvet GBT (see note 3 - Business Acquisitions ), the Company agreed to purchase, at a later date of January 15, 2029, 20 % of equity interest of Uvet GBT from the non-controlling interest shareholders.

The purchase price will be paid by the Company in cash and is determined based on multiple of earnings, adjusted for net debt, as defined in the agreement .

The Company has accounted for this liability as mandatorily redeemable non-controlling interest at fair value of $ 23 million determined using enterprise value analyses which include guideline public company and discounted cash flow analyses.

(16) Commitments and Contingencies

3 unchanged sentences

These purchase commitments extend through 2031.

The Company has obtained bank guarantees in respect of certain travel suppliers and real estate lease agreements amounting to $ 26 million as of December 31, 2024.

Certain of these bank guarantees 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.

The Company has obtained 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 $ 36 million as of December 31, 2025.

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.

Legal Contingencies

1 unchanged sentence

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.

Commitment and/or Contingency Related to the Merger Agreement

The Merger Agreement, as discussed in note 1 - Business Description and Basis of Presentation , contains certain termination rights for each of GBTG and CWT, including the failure of the merger to be consummated by January 24, 2025 (the “Drop Dead Date”), which may be extended at the option of GBTG or CWT to May 24, 2025 (the “Extended Drop

Indemnification Liability

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

G LOBAL BUSINESS TRAVEL GROUP, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

Dead Date”) and subsequently extended to September 24, 2025 (the “Second Extended Drop Dead Date”), in each case, if all conditions to the closing, other than certain conditions relating to antitrust laws or foreign investment laws, have been satisfied or waived on or prior to such date.

If the Merger Agreement is terminated in certain instances for failure to consummate the merger by the Drop Dead Date (as a result of certain conditions relating to antitrust laws or foreign investment laws failing to be satisfied or waived), GBTG will be required to pay CWT a termination fee of $ 32 million.

If GBTG, but not CWT, extends the Drop Dead Date and the Merger Agreement is subsequently terminated in certain instances for failure to consummate the merger by the Extended Drop Dead Date (as a result of certain conditions relating to antitrust laws or foreign investment laws failing to be satisfied or waived), GBTG will be required to pay CWT a termination fee of $ 33.5 million.

If GBTG, but not CWT, extends the Extended Drop Dead Date and the Merger Agreement is subsequently terminated in certain instances for failure to consummate the merger by the Second Extended Drop Dead Date (as a result of certain conditions relating to antitrust laws or foreign investment laws failing to be satisfied or waived), GBTG will be required to pay CWT a termination fee of $ 35 million.

In January 2025, the Company and CWT amended the Merger Agreement whereby the "Drop Dead Date" was redefined to mean the earlier of March 17, 2025 and ten business days after the issuance of the United Kingdom's Competition and Markets Authority final report with respect to the Merger.

In January 2025, the U.S.

Department of Justice, filed suit in the U.S.

District Court for the Southern District of New York against the Company and CWT, seeking a permanent injunction preventing the Merger.

On March 6, 2025, the Company received approval from the United Kingdom's Competition and Markets Authority to complete the Merger (see note 25 - Subsequent Events ).

balance sheet.

The Company, upon the consummation of its acquisition of CWT, assumed this contingent liability at fair value.

(17) Earnout Derivative Liabilities

As part of the reverse recapitalization transaction, certain stockholders and employees are entitled to additional consideration in the form of approximately 15 million earnout shares of Common Stock to be issued when the price of the Common Stock achieves certain milestones within specified periods.

Certain stockholders and employees are entitled to additional consideration in the form of approximately 15 million earnout shares of Common Stock to be issued when the price of the Common Stock achieves certain milestones within specified periods.

These shares will be issued in tranches based on the following conditions:

(1) If the volume-weighted average share price (“VWAP”) of Common Stock equals or exceeds $ 12.50 per share for any 20 trading days within any consecutive 30 -trading day period prior to the five-year anniversary from May 27, 2022 (the "Closing Date"), then the Company is required to issue Common Stock to the holders with the contingent right to receive approximately 50 % of the earnout shares.

These earnout shares may instead be issued in the event of a change of control (as defined in the Business Combination Agreement) prior to the five-year anniversary of the Closing Date if the per share consideration in such transaction is at least $ 12.50 .

These earnout shares may instead be issued in the event of a change of control prior to the five-year anniversary of the Closing Date if the per share consideration in such transaction is at least $ 12.50 .

(2) If the VWAP of the Common Stock equals or exceeds $ 15.00 per share for any 20 trading days within any consecutive 30 -trading day period prior to the five-year anniversary from May 27, 2022, then the Company is required to issue Common Stock to the holders with the contingent right to receive the remainder of the earnout shares.

These earnout shares may instead be issued in the event of a change of control (as defined in the Business Combination Agreement) prior to May 27, 2027 if the per share consideration in such transaction is at least $ 15.00 .

Further, in connection with the Business Combination Agreement, approximately 8 million shares of Common Stock issued to APSG Sponsor, L.P.

("Sponsor Shares"), were deemed unvested and, in order to be considered as vested, were subject to similar triggering events of market share price thresholds as mentioned above (see note 19 - Shareholders' Equity ).

These earnout shares may instead be issued in the event of a change of control prior to May 27, 2027 if the per share consideration in such transaction is at least $ 15.00 .

Further, approximately 8 million shares of Common Stock issued to APSG Sponsor, L.P.

("Sponsor Shares") in May 2022, were deemed unvested and, in order to be considered as vested, were subject to similar triggering events of market share price thresholds as mentioned above (see note 19 - Shareholders' Equity ).

These shares are accounted for as earnout shares.

If the stock price thresholds mentioned above are not achieved during the five-year period from the reverse recapitalization date (assuming there is no change in control event), the earnout shares are forfeited for no additional consideration.

If the stock price thresholds mentioned above are not achieved during the five-year period as mentioned above (assuming there is no change in control event), the earnout shares are forfeited for no additional consideration.

The earnout shares to stockholders are accounted under Accounting Standard Codification 815, “ Derivatives and Hedging ” (“ASC 815”).

2 unchanged sentences

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

G LOBAL BUSINESS TRAVEL GROUP, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

estimated using the Monte Carlo simulation of the stock prices based on its historical and implied market volatility along with that of a peer group of companies (see note 22 – Fair Value Measurements ).

The fair value of the earnout shares is estimated using the Monte Carlo simulation of the stock prices based on its historical and implied market volatility (see note 22 – Fair Value Measurements ).

As of December 31, 2025 and December 31, 2024 , the fair value of the earnout shares liability was $ 37 million and $ 133 million, respectively.

The Company recognized a (loss) gain on the fair value change in earnout shares liability of $( 56 ) million, $ 13 million and $ 10 million in its consolidated statement of operations for the years ended December 31, 2024, 2023 and 2022, respectively.

The Company recognized a gain (loss) on the fair value change in earnout shares liability of $ 96 million, $( 56 ) million and $ 13 million in its consolidated statement of operations for the years ended December 31, 2025, 2024 and 2023, respectively.

(18) Equity-Based Compensation

2 unchanged sentences

Management Incentive Plan (the “GBTG MIP”), for the year ended December 31, 2025:

G LOBAL BUSINESS TRAVEL GROUP, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

Number of stock

8 unchanged sentences

( 4,206,118 ) $ 5.99

( 95,903 ) $ 8.46

Balance as of December 31, 2025 9,036,370 $ 8.22

1 unchanged sentence

Total shares withheld to cover the stock option costs and taxes were 3,469,914 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 $ 2 million of which the entire amount was paid during the year ended December 31, 2024 and is reflected as a financing activity within the consolidated statements of cash flows.

Total payment for the employees’ tax obligations to taxing authorities was $ 3 million for the year ended December 31, 2025 and is reflected as a financing activity within the consolidated statements of cash flows.

The fair value of GBTG Options were determined utilizing Black-Scholes model.

12 unchanged sentences

The RSUs do not accrue dividends or dividend equivalent right associated with the underlying stock.

G LOBAL BUSINESS TRAVEL GROUP, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

The table below presents the activity of the Company’s RSUs granted under the 2022 Plan for the year ended December 31, 2025:

8 unchanged sentences

Balance as of December 31, 2025 18,923,511 $ 6.80

G LOBAL BUSINESS TRAVEL GROUP, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

The 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 4,731,699 shares were withheld and were 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 $ 26 million of which the entire amount was paid during the year ended December 31, 2024 and is reflected as a financing activity within the consolidated statements of cash flows.

Total employees’ tax obligations to taxing authorities was $ 40 million and is reflected as a financing activity within the consolidated statements of cash flows.

The fair value of RSUs is determined to be the market price of Common Stock at the date of grant.

The weighted average grant-date fair value of the RSUs granted in 2024 and 2023 was $ 5.54 and $ 6.63 per RSU, respectively.

Earnout Shares

During 2022, in connection with the Business Combination, the Company granted certain earnout shares to its employees (see note 17 – Earnout Derivative Liabilities ).

The earnout shares granted to employees are linked to the original vesting conditions of stock options granted prior to December 2021.

As a result, the Company accounted for such earnout shares as stock-based compensation expense.

See note 22 – Fair Value Measurements for discussion on the fair value of earnout shares granted to employees.

Performance Stock Units ("PSUs")

During the year ended December 31, 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

17 unchanged sentences

Total $ 76 $ 77 $ 75

As of December 31, 2024, the Company expects compensation expense, related to unvested RSUs of approximately $ 92 million to be recognized over the remaining weighted average period of 2 years.

As of December 31, 2025, the Company expects compensation expense, related to unvested RSUs and PSUs of approximately $ 68 million to be recognized over the remaining weighted average period of 1.7 years.

As of December 31, 2025, there are no unvested stock options remaining.

2 unchanged sentences

(i) 3,000,000,000 shares of Class A common stock, par value $ 0.0001 per share (the “Class A Common Stock” or the "Common Stock"), of which 521,088,517 shares are outstanding as of December 31, 2025;

(ii) 3,000,000,000 shares of Class B common stock, par value $ 0.0001 per share (the “Class B Common Stock”), none of which are issued and outstanding as of December 31, 2024 (see note 7 - Certain Corporate Transactions );

(ii) 3,000,000,000 shares of Class B common stock, par value $ 0.0001 per share (the “Class B Common Stock”), none of which are issued and outstanding as of December 31, 2025 ;

(iii) 6,010,000,000 shares of preferred stock, par value of $ 0.00001 per share, none of which are issued and outstanding as of December 31, 2025.

5 unchanged sentences

Further, in the case of the Company’s liquidation, dissolution or winding up and after payment in full of all amounts required to be paid to creditors and to the holders of preferred stock having liquidation preferences, if any, the holders of shares of Class A Common Stock will be entitled to receive, ratably on a per share basis with other holders of Class A Common Stock (subject to the nominal economic rights of holders of the Class B Common Stock), the Company’s remaining assets available for distribution to stockholders.

Other rights:

Except as set forth in the Shareholders Agreement , holders of shares of Class A Common Stock do not have preemptive, subscription, redemption or conversion rights.

G LOBAL BUSINESS TRAVEL GROUP, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

Other rights:

Except as set forth in the Shareholders Agreement and the Exchange Agreement (see note 23 - Related Party Transactions ), holders of shares of Class A Common Stock do not have preemptive, subscription, redemption or conversion rights.

Class B Common Stock

3 unchanged sentences

Other rights:

Except as set forth in the Shareholders Agreement and the Exchange Agreement (see note 23 - Related Party Transactions ), holders of shares of Class B Common Stock do not have preemptive, subscription, redemption or conversion rights.

Exchange Agreement:

The parties to the Exchange Agreement (or certain permitted transferees thereof) have the right, on the terms and subject to the conditions of the Exchange Agreement, to exchange their GBT JerseyCo B Ordinary Shares (with automatic surrender for cancellation of an equal number of shares of Class B Common Stock) for shares of Class A Common Stock on a one -for-one basis, subject to customary adjustments for stock splits, dividends, reclassifications and other similar transactions or, in certain limited circumstances, at the option of the Exchange Committee, for cash.

The Exchange Agreement also provides GBTG with the right to elect that such exchange be effected by parties to the Exchange Agreement (or certain permitted transferees thereof) transferring their GBT JerseyCo B Ordinary Shares and Class B Common Stock to the Company in exchange for the issuance by GBTG to such owners of shares of Class A Common Stock (a “direct exchange”).

On July 10, 2023, the Continuing JerseyCo Owners exercised their rights under the Exchange Agreement, resulting in the transfer of all such Continuing JerseyCo Owner's GBT JerseyCo B Ordinary Shares and shares of Class B Common Stock to GBTG in exchange for the issuance by GBTG to such Continuing JerseyCo Owner of an equal number of shares of Class A Common Stock and GBTG elected to effect the exchange as a direct exchange (see note 7 - Certain Corporate Transactions ).

Except as set forth in the Shareholders Agreement , holders of shares of Class B Common Stock do not have preemptive, subscription, redemption or conversion rights.

Preferred Stock

2 unchanged sentences

Further, Class A-1 preferred stock shall be identical in all respects to the Class A Common Stock and Class B-1 preferred stock shall be identical in all respects to the Class B Common Stock.

G LOBAL BUSINESS TRAVEL GROUP, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

During the year ended December 31, 2022, upon closing of the Business Combination, GBT JerseyCo redeemed, in full, the outstanding amount of its then issued and outstanding preferred shares, including dividends accrued thereon, amounting to $ 168 million.

Upon redemption, all of the preferred shares were cancelled.

Distributions

1 unchanged sentence

Registration Rights Agreement

In May 2022, GBTG, APSG Sponsor, L.P., (the “Sponsor”), certain of Apollo Strategic Growth Capital’s then existing board members (the “Insiders”) and the Continuing JerseyCo Owners entered into an amended and restated registration rights agreement (the “Registration Rights Agreement”), pursuant to which, among other things, GBTG has registered for resale, pursuant to Rule 415 under the Securities Act, certain shares of Common Stock and other equity securities of GBTG that are held by the holders party to the Registration Rights Agreement from time to time.

In May 2022, GBTG, APSG Sponsor, L.P., (the “Sponsor”), certain of Apollo Strategic Growth Capital’s then existing board members (the “Insiders”) and the and American Express Travel Holdings Netherlands Coöperatief U.A.

(“Amex Coop”), Juweel Investors (SPC) Limited ("Juweel") and Expedia (collectively, the "Continuing JerseyCo Owners") entered into an amended and restated registration rights agreement (the “Registration Rights Agreement”), pursuant to which, among other things, GBTG has registered for resale, pursuant to Rule 415 under the Securities Act, certain shares of Common Stock and other equity securities of GBTG that are held by the holders party to the Registration Rights Agreement from time to time.

Sponsor Side Letter

In connection with the Business Combination Agreement, on December 2, 2021, the Sponsor, the Insiders, GBTG and GBT JerseyCo entered into a side letter (as amended on May 27, 2022, “Sponsor Side Letter”) pursuant to which approximately 8 million of the Sponsor Shares were deemed unvested and were subject to certain triggering events to occur within five years following the closing (the “Sponsor Side Letter Vesting Period”) for these shares to vest.

In December 2021, the Company entered into a side letter with the Sponsor (as amended in May 2022, “Sponsor Side Letter”) pursuant to which approximately 8 million of the shares issued to the Sponsor (the "Sponsor Shares") were deemed unvested and were subject to certain triggering events to occur within five years following the closing (the “Sponsor Side Letter Vesting Period”) for these shares to vest.

If, within the Sponsor Side Letter Vesting Period, the volume-weighted average share price ("VWAP") of Common Stock is greater than or equal to $ 12.50 for any 20 trading days within a period of 30 consecutive trading days, approximately 5 million of the unvested Sponsor Shares will vest.

2 unchanged sentences

The registered holder(s) of the unvested Sponsor Shares continue to be entitled to all of the rights of ownership thereof, including the right to vote and receive dividends and other distributions in respect thereof.

The number of shares and the price targets listed above will be equitably adjusted for stock splits, reverse stock splits, dividends (cash or stock), reorganizations, recapitalizations, reclassifications, combinations or other like changes or transactions with respect to the Common Stock.

The number of shares and the price targets listed above will be equitably adjusted for stock splits, reverse stock splits, dividends (cash or stock), reorganizations, recapitalizations,

G LOBAL BUSINESS TRAVEL GROUP, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

reclassifications, combinations or other like changes or transactions with respect to the Common Stock.

These shares are accounted for as part of earnout shares discussed above in note 17 – Earnout Derivative Liabilities .

Common Stock purchased by the Sponsor in connection with the “private investment in public entity” transaction is not subject to the vesting or transfer restrictions described above.

Common Stock held by the Sponsor, other than the Sponsor Shares, are not subject to the vesting or transfer restrictions described above.

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

G LOBAL BUSINESS TRAVEL GROUP, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

income (loss) amounts are recorded directly as an adjustment to total equity, net of tax.

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:

5 unchanged sentences

Balance as of December 31, 2022 ( 10 ) ( 1 ) 4 ( 7 )

Net changes prior to reverse recapitalization, net of tax benefit ( 59 ) — 12 ( 47 )

Allocated to non-controlling interest 81 112 ( 10 ) 183

Net changes post reverse recapitalization, net of tax benefit

Allocated post reverse recapitalization change to non-controlling interest ( 6 ) ( 86 ) ( 14 ) ( 106 )

Balance as of December 31, 2022 ( 10 ) ( 1 ) 4 ( 7 )

Net changes during the year, net of tax benefit

3 unchanged sentences

Balance as of December 31, 2023 ( 52 ) ( 63 ) 12 ( 103 )

Net changes during the year, net of tax expense

( 52 ) 4 5 ( 43 )

Balance as of December 31, 2024 ( 104 ) ( 59 ) 17 ( 146 )

Net changes during the year, net of tax benefit

1 unchanged sentence

Balance as of December 31, 2025 $ ( 29 ) $ ( 42 ) $ ( 4 ) $ ( 75 )

The tax (expense) benefit for net changes related to (i) defined benefit pension plans was less than $( 1 ) million, $ 11 million and $( 30 ) million for the years ended December 31, 2024, 2023 and 2022, respectively and (ii) unrealized gain on cash flow hedges was $( 7 ) million for the year ended December 31, 2024.

The tax benefit (expense) for net changes related to (i) currency translation adjustments was $ 13 million, $ 0 and $ 0 for the years ended December 31, 2025, 2024 and 2023, respectively, (ii) defined benefit pension plans was less than $ 1 million, less than $( 1 ) million and $ 11 million for the years ended December 31, 2025, 2024 and 2023, respectively and (iii) unrealized gain on cash flow hedges was $ 7 million , $( 7 ) million and $ 0 for the years ended December 31, 2025, 2024 and 2023, respectively.

Amounts in accumulated other comprehensive loss are presented net of the related tax impact.

1 unchanged sentence

Share Repurchase

In August 2024, pursuant to a share repurchase agreement, GBTG repurchased 8 million shares of Class A common stock from a shareholder, in a privately negotiated transaction, at a purchase price of approximately $ 6.85 per share, or $ 55 million in aggregate.

The shares repurchased are held as treasury shares, measured at cost based on the amount paid to repurchase the shares and is presented as a reduction of equity on the Company's consolidated balance sheets.

In October 2024, the GBTG's Board authorized the Company's management to repurchase shares of the Company’s Class A common stock through December 31, 2027 in an amount not to exceed $ 300 million.

On October 2024, the GBTG's Board authorized the Company's management to repurchase shares of the Company’s Class A common stock through December 31, 2027 in an amount not to exceed $ 300 million (see note 25 - Subsequent Events ).

Under the share repurchase program, the Company is authorized to repurchase, on a discretionary basis and from time-to-time, outstanding shares of the Company's Class A common stock by means of open market transactions, privately negotiated transactions, and/or by other means deemed appropriate or advisable by Company management.

1 unchanged sentence

The share repurchase program may be suspended, modified or discontinued at any time, and the Company has no obligation to repurchase any amount of its Class A common stock under the program.

As of December 31, 2024, no shares have been repurchased under the share repurchase program and $ 300 million remains available to be utilized under the share repurchase program.

G LOBAL BUSINESS TRAVEL GROUP, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(20) Loss per share

Basic loss per share is based on the average number of shares of Class A Common Stock outstanding during the period.

Diluted loss per share is based on the average number of shares of Class A Common Stock used for the basic loss per share calculation, adjusted for the dilutive effect of (i) stock options and RSUs using the “treasury stock” method, and (ii) Class B Common Stock, using the “if converted” method, for the period they were outstanding.

Pursuant to the above program, during the year ended December 31, 2025, the Company repurchased 9,253,780 shares of its Class A common stock at an average cost of $ 7.92 under its share repurchase program.

As of December 31, 2025, $ 227 million remains available to be utilized until December 31, 2027 under the Company's share repurchase program.

Redeemable Non-Controlling Interest

As part of obtaining control of Uvet GBT (see note 3 - Business Acquisitions ), and further to the agreed purchase of 20 % of non-controlling interests as discussed in note 15 - Other non-current liabilities , the non-controlling interest shareholder has a put option to sell their remaining 45 % equity interest in Uvet GBT to the Company, which may be exercised from August 1, 2029 through December 31, 2031.

Further, the Company also has a call option to purchase the remaining non-controlling interests of 45 %, which may be exercised from January 1, 2032 through December 31, 2033.

In certain instances, the Company has the right to exercise call option on remaining 45 % of non-controlling interest from August 1, 2029, if certain conditions, as set out in the agreement, are triggered.

The purchase price of the options is based on multiple of earnings, as adjusted for net debt, or at fair value, as provided in the agreement.

Given these provisions within the options, the Company has classified the redeemable non-controlling interest as mezzanine equity on the Company's consolidated balance sheets, outside of permanent equity, and measured initially at fair value of $ 49 million.

(20) 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 (loss) per share calculation, adjusted for the dilutive effect of (i) stock options and RSUs using the “treasury stock” method, (ii) PSUs and other contingently issuable shares assuming the end of the reporting period is the end of contingency period and (i) Class B Common Stock, using the “if converted” method, for the period they were outstanding.

As discussed in note 17 – Earnout Derivative Liabilities , the Company has issued and outstanding approximately 23 million of 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 loss per share as they are considered contingently issuable shares due to their potential forfeiture.

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 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’s basic loss per share for the year ended December 31, 2022 is based on results for the period from the date of the Business Combination, May 27, 2022 to December 31, 2022, the period where the Company had loss attributable to Class A Common Stock stockholders.

The Company’s diluted loss per share for the year ended December 31, 2022 is based on the results of operations for the year.

This is because the numerator calculated for basic loss per share adjusts for the results of operations that are attributable to the Class B Common Stock stockholders who are also the Continuing JerseyCo Owners of GBT JerseyCo (which is a predecessor to GBTG).

The Company analyzed the calculations of net loss per share for periods prior to the Business Combination and determined that the values would not be meaningful to the users of these consolidated financial statements as it did not represent equity structure post Business Combination transaction.

As the Company has incurred net loss during the years ended December 31, 2024, 2023 and 2022, the Company has excluded (i) 13 million of stock options and 25 million of RSUs for the year ended December 31, 2024 (ii) 20 million of stock options and 24 million of RSUs for the year ended December 31, 2023 and (iii) 36 million of stock options and 11 million of RSUs for the year ended December 31, 2022, from the calculation of diluted loss per share as their inclusion would have resulted in anti-dilutive effect on loss per share.

The following table reconciles the numerators and denominators used in the computation of basic and diluted loss per share from continuing operations:

For the year ended December 31, 2025, 2024 and 2023, the Company has excluded (i) 4 million, 13 million and 20 million of stock options (ii) 0 , 25 million and 24 million of RSUs, from the calculation of diluted earnings (loss) per share as their inclusion would have resulted in anti-dilutive effect on earnings (loss) per share.

Additionally, the Company has excluded (i) 0.6 million of PSUs which were subject to the achievement of performance-based vesting conditions and (ii) 23 million of earnout shares discussed above, from the computation of diluted weighted average common shares because the conditions were not met as of December 31, 2025.

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

G LOBAL BUSINESS TRAVEL GROUP, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

Year ended December 31,

(in $ millions, except share and per share data) 2025 2024 2023

Numerator – Basic and diluted loss per share:

Net loss attributable to the Company’s Class A common stockholders (A) $ ( 138 ) $ ( 63 ) $ ( 25 )

Net loss attributable to non-controlling interests in subsidiaries

— ( 73 ) ( 204 )

Net loss attributable to the Company’s Class A common stockholders – Diluted (B) $ ( 138 ) $ ( 136 ) $ ( 229 )

Net income (loss) attributable to the Company’s Class A common stockholders (A) $ 109 $ ( 138 ) $ ( 63 )

Net loss attributable to non-controlling interests (Class B common stockholders)

Net income (loss) attributable to the Company’s Class A common stockholders – Diluted (B) $ 109 $ ( 138 ) $ ( 136 )

Denominator – Basic and diluted weighted average number of shares outstanding:

Weighted average number of Class A Common Stock outstanding – Basic (C) 484,518,813 462,695,229 251,645,498

Dilutive effect of RSU

7,186,703 — —

Dilutive effect of PSU and other contingently issuable shares

Dilutive effect of stock options

Assumed conversion of Class B Common Stock — — 206,410,027

Weighted average number of Class A Common Stock outstanding – Diluted (D) 492,791,804 462,695,229 458,055,525

Basic loss per share attributable to the Company’s Class A common stockholders:

Basic income (loss) per share attributable to the Company’s Class A common stockholders:

(A) / (C) $ 0.22 $ ( 0.30 ) $ ( 0.25 )

Diluted loss per share attributable to the Company’s Class A common stockholders:

Diluted income (loss) per share attributable to the Company’s Class A common stockholders:

(B) / (D) $ 0.22 $ ( 0.30 ) $ ( 0.30 )

10 unchanged sentences

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.

In June 2022, the Company terminated a previous interest rate swap contract, entered into in February 2022, that was designated as a cash flow hedge.

The Company simultaneously entered into another interest rate swap contract for the same notional amount of $ 600 million, maturing in March 2025, and with the similar terms as the February 2022 interest rate swap contract.

Upon termination of February 2022 interest rate swap contract, the Company realized $ 23 million in cash.

Under ASC 815, Derivatives and Hedging, the Company determined that the total amount of $ 23 million credited to the accumulated other comprehensive loss will be included in the consolidated statements of operations proportionately until March 2025 as an offset to interest expense as the interest payments are made over this period.

The terms of $ 600 million notional amount of interest rate swap entered into in June 2022 was initially linked to LIBOR as the benchmark rate, with SOFR-based rate replacing LIBOR as the benchmark rate for such swap, commencing June 2023.

In March 2023, the Company amended the terms of the agreement to replace LIBOR with SOFR as the benchmark rate that commenced from March 2023 and changed the fixed rate from 3.6856 % to 3.6800 %.

In February 2023, the Company entered into another interest rate swap contract for a notional amount of $ 300 million, maturing in March 2027.

The terms of the agreement required the Company to receive a variable rate of three months SOFR, with a floor of 0.90 %, and pay fixed rate of 4.295 %.

Both the interest rate swaps were designated as cash flow hedges that were highly effective at offsetting the increases in cash outflows resulting from increased variable rates over the fixed rates under the swap contracts.

The Company terminated both the interest rate swap contracts in September 2024 and made a payment to the counter-party of $ 4 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 the following terms:

In September 2024, the Company terminated its previous interest rate swap contracts that were designated as cash flow hedges and made a payment to the counter-party of $ 4 million, in cash, representing the fair value of the contracts on the termination date.

The Company simultaneously entered into two new rate swap agreements with the following terms:

Notional Amount

2 unchanged sentences

$ 500 September 2024 to July 2029 3.226 %

Under ASC 815, the fair value loss of the terminated interest rate swaps of $ 4 million recorded in accumulated other comprehensive loss will be proportionately included as interest expense, in the consolidated statement of operations until March 2027 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 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) and into interest expense when the hedged interest obligations affect earnings.

Under ASC 815, Derivatives and Hedging ("ASC 815") the fair value loss of the terminated interest rate swaps of $ 4 million recorded in accumulated other comprehensive loss will be proportionately included as interest expense, in the Company's consolidated statement of operations until March 2027 as the interest payments are made over this period.

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 $ 24 million as of December 31, 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, the fair value gain of the terminated interest rate swaps of $ 31 million recorded in accumulated other comprehensive income will be proportionately included as interest expense, in the Company's 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.

G LOBAL BUSINESS TRAVEL GROUP, INC.

5 unchanged sentences

The swaps maturity date is July 26, 2029.

Interest settlements under the CCS occur semi-annually in January and July of each year, commencing on January 26, 2025, and ending on July 26, 2029.

Interest settlements under the CCS occur semi-annually in January and July of each year, from January 26, 2025, until July 26, 2029.

In December 2024, in order to benefit from lower market interest rates, the Company terminated the above CCS and simultaneously entered into a new CCS contract.

2 unchanged sentences

As a result of the termination of August 2024 CCS the Company received $ 1 million in cash proceeds towards accrued interest and fair value of terminated CCS.

The fair value liability of this CCS as of December 31, 2025, was $ 30 million.

The Company has designated these CCS contracts 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.

4 unchanged sentences

Amounts related to the CCS representing net periodic interest accruals are recognized in “Interest expense” on the Company's consolidated statements of operations.

Earnout Shares and Warrants

As a result of the Business Combination, GBTG has issued and outstanding earnout shares (see note 17 – Earnout Derivative Liabilities ).

For a period from the date of the Business Combination until October 2022, the Company also had warrants issued and outstanding, which were exchanged in full for shares of Common Stock in October 2022.

Foreign Currency Forward Contracts

There are no foreign currency forward contracts open as of December 31, 2025.

However, during the year ended December 31, 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 Company's consolidated statements 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 statements of operations for the year ended December 31, 2025.

The cash proceeds received upon settlement of these foreign currency forward contracts is presented as an investing activity within the Company's consolidated statements of cash flows.

Earnout Shares

The Company has issued and outstanding earnout shares (see note 17 – Earnout Derivative Liabilities ).

The non-employee earnout shares are classified as derivative liabilities under ASC 815 and are classified as non-current liabilities as their liquidation is not reasonably expected to require the use of current assets or require the creation of current liabilities.

G LOBAL BUSINESS TRAVEL GROUP, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

As of December 31, 2025, the number of non-employee earnout shares, including the Sponsor Shares, issued and outstanding were approximately 23 million.

7 unchanged sentences

Interest rate swaps Other non-current liabilities

Cross currency interest rate swaps Other non-current liabilities ( 30 ) —

Derivatives not designated as hedging instruments

1 unchanged sentence

Earnout derivative liabilities ( 37 ) ( 133 )

G LOBAL BUSINESS TRAVEL GROUP, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

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

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

Amount of gain/(loss) recognized in

other comprehensive loss Statements of

other comprehensive income (loss)

Statements of

operations location

7 unchanged sentences

Interest rate swap re-classed to consolidated statements of operations ( 8 ) ( 9 ) ( 8 ) Interest expense $ 8 $ 9 8

Cross currency interest rate swap ( 28 ) — — NA — — —

Derivatives not designated as hedging instruments

Foreign currency forward contracts

— — — Other (loss) income, net

Earnout shares

— — — Fair value movement on earnout and warrant derivative liabilities ( 56 ) 13 10

Warrants — — — Fair value movement on earnout and warrant derivative liabilities — — ( 2 )

— — — Fair value movement on earnout derivative liabilities 96 ( 56 ) 13

$ 131 $ ( 47 ) $ 21

As of December 31, 2024, the fair value of CCS and the amount recognized in accumulated other comprehensive loss was less than $ 1 million.

As of December 31, 2024, the Company expects less than $ 1 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.

As of December 31, 2025, 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.

G LOBAL BUSINESS TRAVEL GROUP, INC.

12 unchanged sentences

Interest rate swap liability

Cross currency interest rate swap liability Level 2

Non-employee earnout shares Level 3 ( 37 ) ( 133 )

As of December 31, 2024, the fair value of CCS liability was less than $ 1 million.

The fair value of earnout shares was estimated using the Monte Carlo method.

Inherent in the Monte Carlo method 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 and implied historical volatility of select peer companies’ common stock that matches the expected remaining life of the earnout shares.

The Company estimated the volatility of the earnout shares based on 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.

32 unchanged sentences

Senior secured term loans - amended and restated Level 2 $ 1,367 $ 1,391 $ 1,376 $ 1,405

Senior secured initial term loans - original Level 2 $ — $ — $ 234 $ 236

Senior secured tranche B-3 term loans Level 3 $ — $ — $ 990 $ 1,013

Senior secured tranche B-4 term loans

Level 3 $ — $ — $ 132 $ 137

______________________________________________________

(1) Outstanding principal amount of the relevant class of senior secured term loans less unamortized debt discount and debt issuance costs with respect to such loans.

(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 their fair value due to the short-term maturities of these assets and liabilities.

3 unchanged sentences

The Company has not identified any triggering events or changes in circumstances requiring it to perform an impairment testing and determination of fair value of long-lived assets and other intangible assets.

For goodwill, the Company carried out a quantitative assessment and concluded there is no impairment as the fair value of the reporting units was determined to be more than their carrying value.

For goodwill, the Company carried out a quantitative assessment and concluded there is no impairment as the fair value of the reporting unit was determined to be more than their carrying value.

(23) 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 the affiliates of American Express Company (collectively with its subsidiaries, "American Express").

In respect of such agreements, the table below sets out revenue accrued and expenses incurred by the Company during the years ended December 31, 2025, 2024 and 2023:

G LOBAL BUSINESS TRAVEL GROUP, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

Commercial Agreements

The Company has various commercial agreements with the affiliates of Amex Coop.

In respect of such agreements, included in the operating costs are costs of approximately $ 38 million, $ 32 million and $ 24 million for the years ended December 31, 2024, 2023 and 2022, respectively.

Revenues also include revenue from affiliates of Amex Coop of approximately $ 9 million, $ 27 million and $ 21 million for the years ended December 31, 2024, 2023 and 2022, respectively.

Amounts payable to affiliates of Amex Coop under these agreements as of December 31, 2024 and December 31, 2023, was $ 12 million and $ 25 million, respectively.

Amounts receivable from affiliates of Amex Coop under these agreements was $ 2 million and $ 15 million as of December 31, 2024 and December 31, 2023, respectively.

The parties had amended the terms of certain of these commercial arrangements that were effective upon the closing of the Business Combination in May 2022.

An affiliate of GBTG and an affiliate of Expedia entered into a ten-year term marketing partner agreement to provide GBTG’s business clients with access to Expedia group hotel content (the “EPS Agreement”).

As a result of the above agreement, the Company recognized revenue of $ 194 million, $ 176 million and $ 130 million for the years ended December 31, 2024, 2023 and 2022, respectively.

As of December 31, 2024 and 2023, the Company had a $ 44 million and $ 20 million receivable from the affiliate of Expedia, respectively.

GBT Travel Services UK Limited (“GBT UK”), an indirect wholly-owned subsidiary of GBTG, and an affiliate of Amex Coop, entered into a Transition Services Agreement (as amended from time to time) with Expedia, Inc.

(the “Egencia TSA”), pursuant to which Expedia, Inc.

(an affiliate of Expedia) and its affiliates provided certain transition services through April 30, 2024 to GBT UK and its affiliates to facilitate an orderly transfer of Egencia from Expedia to GBT.

On May 1, 2024, the parties entered into an Operating Agreement whereby the affiliate of Expedia would continue to provide certain operational services in support of the Egencia business for up to eighteen months .

For the years ended December 31, 2024, 2023 and 2022, the total cost charged to the Company was approximately $ 14 million, $ 24 million and $ 34 million that was included in the Company’s consolidated statements of operations.

As of December 31, 2024 and 2023, the Company had a payable to Expedia Inc.

of $ 3 million and $ 3 million, respectively.

Further, as of December 31, 2024 and 2023, Egencia had a net receivable of $ 0 and $ 5 million, respectively, from Expedia on account of net cash settled on behalf of or on Egencia’s behalf by Expedia during the respective years.

During the year ended December 31, 2022, the Company recognized a charge of $ 19 million in its consolidated statements of operations for a loss contingency as it became probable that the Company will pay the amount to Expedia for a contingent event that existed as of the Egencia acquisition date.

During the year ended December 31, 2023, pursuant to an agreement with Expedia, the Company issued 575,409 shares of Common Stock to Expedia to settle, in part, $ 4 million of liability for loss contingency accrued in 2022.

As of December 31, 2024 and December 31, 2023, the Company has $ 7 million and $ 11 million, respectively, that remained payable to Expedia in respect of this loss contingency.

Year ended December 31,

(in $ millions) 2025 2024 2023

( 43 ) ( 38 ) ( 32 )

The table below sets out amount receivable and payable to affiliates of American Express (including amounts collected by the Company on behalf of affiliates of American Express against certain receivables), as of December 31, 2025 and 2024:

As of December 31,

(in $ millions) 2025 2024

Receivable from affiliates of American Express

(Payable) to affiliates of American Express

( 25 ) ( 12 )

In November 2021, GBT Travel Services UK Limited (“GBT UK”), an indirect wholly-owned subsidiary of GBTG and EAN.com LP, an affiliate of Expedia, entered into a ten-year term marketing partner agreement to provide GBTG’s business customers with access to Expedia group hotel content.

Additionally, GBT UK, and Expedia, Inc., an affiliate of Expedia, entered into the following agreements:

• a transition services agreement in 2021 (as amended from time to time) , pursuant to which Expedia, Inc.and its affiliates provided certain transition services through April 30, 2024 to GBT UK and its affiliates to facilitate an orderly transfer of Egencia from Expedia to the Company;

• an operating agreement in 2024 (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 ;

• a services agreement in 2023, whereby the affiliate of Expedia would provide artificial intelligence-based, fraud prevention services involving ancillary license of software to GBT UK and its affiliates in support of the Egencia business for up to three years .

The table below set out revenue accrued and expenses incurred by the Company during the years ended December 31, 2025, 2024 and 2023, in respect of these agreements:

Year ended December 31,

(in $ millions) 2025 2024 2023

( 2 ) ( 14 ) ( 24 )

The table below sets out amount receivable and payable to affiliates of Expedia as of December 31, 2025 and 2024:

As of December 31,

(in $ millions) 2025 2024

Receivable from affiliates of Expedia

(Payable) to affiliates of Expedia

G LOBAL BUSINESS TRAVEL GROUP, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

As of December 31, 2024, the Company had $ 7 million that remained payable in this respect.

During the year ended December 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.

License of American Express Trademarks

Effective upon closing of the Business Combination in May 2022, GBT UK entered into a long-term, 11-year amended and restated trademark license agreement (unless earlier terminated or extended) pursuant to which GBT UK was granted an exclusive, non-assignable, worldwide, royalty-free license to use, and the right to sublicense to all wholly owned operating subsidiaries of GBTG and other permitted sublicensees the right to use, the American Express trademarks used in the American Express Global Business Travel brand, and the American Express GBT Meetings & Events brands for business travel, meetings and events, business consulting and other services related to business travel (“Business Travel Services”).

In May 2022, GBT UK entered into a long-term, 11-year amended and restated trademark license agreement (unless earlier terminated or extended) with an affiliate of American Express pursuant to which GBT UK was granted an exclusive, non-assignable, worldwide, royalty-free license to use, and the right to sublicense to all wholly owned operating subsidiaries of GBTG and other permitted sublicensees the right to use, the American Express trademarks used in the American Express Global Business Travel brand, and the American Express GBT Meetings & Events brands for business travel, meetings and events, business consulting and other services related to business travel (“Business Travel Services”).

The amended and restated trademark license agreement also provides GBTG the flexibility to operate non-Business Travel Services businesses under brands that do not use any trademarks owned by American Express, subject to certain permissibility and other requirements.

Exchange Agreement

See note 7 - Certain Corporate Transactions for further discussion of the Exchange Agreement.

Shareholders Agreement

At the closing of the Business Combination in May 2022, GBTG, GBT JerseyCo and the Continuing JerseyCo Owners entered into a Shareholders Agreement (as subsequently amended, the “Shareholders Agreement”).

On July 10, 2023, the Continuing JerseyCo Owners entered into a letter agreement amending the Shareholders Agreement (the “SHA

G LOBAL BUSINESS TRAVEL GROUP, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

Amendment”) to, among other things, (i) reflect that the C Ordinary Shares of GBT JerseyCo owned by the Continuing JerseyCo Owners will be, upon the Class A Common Stock meeting the price thresholds set forth in the Business Combination Agreement over the period of time set forth in the Business Combination Agreement, cancelled in exchange for shares of Class A Common Stock, rather than into GBT JerseyCo B Ordinary Shares and shares of Class B Common Stock , which would be exchangeable for shares of Class A Common Stock under the Exchange Agreement and (ii) modify tax related provisions to reflect that GBT JerseyCo will no longer be treated as a partnership for U.S.

tax purposes.

In January 2024, Juweel distributed all of its equity interests in the Company and GBT JerseyCo to its equityholders, including Q.H.

Travel LP ("QIA").

On January 11, 2024, GBTG entered into an amended and restated Shareholders Agreement with GBT JerseyCo, Juweel, American Express International, Inc.

("Amex"), Expedia and QIA, pursuant to which, among other things, Juweel was removed as a party to the Shareholders Agreement and QIA was made subject to certain obligations and provided with certain rights previously provided to Juweel.

In May 2022, GBTG, GBT JerseyCo and the Continuing JerseyCo Owners entered into a shareholders agreement (as further clarified by those certain letters dated November 17, 2022, and July 10, 2023, the “Original Shareholders Agreement”).

Juweel has since distributed all of its equity interests in the Company and GBT JerseyCo to it is equityholders, including QIA, and Amex Coop has since assigned all of its rights and obligations under the Original Shareholders Agreement to American Express.

On January 11, 2024, GBTG entered into the Shareholders Agreement (as defined above) with GBT JerseyCo, Juweel, American Express, Expedia, and QIA, pursuant to which, among other things, Juweel was removed as a party to the Shareholders Agreement and QIA was made subject to certain obligations and provided with certain rights previously provided to Juweel.

On January 11, 2024, GBTG also entered into a letter agreement with GBT JerseyCo, Juweel, Amex, Expedia, QIA and Juweel's other equityholders (the "Specified Juweel Investors"), pursuant to which the Specified Juweel Investors agreed to be bound by certain restrictive covenants in the Shareholders Agreement as if they were a party thereto.

The Shareholders Agreement sets forth various restrictions, limitations and other terms concerning the transfer of equity securities of GBTG and GBT JerseyCo by the parties thereto (other than, in most circumstances, the GBT JerseyCo A Ordinary Shares).

Among other matters, and subject to certain terms, conditions and exceptions, the Shareholders Agreement prohibits Amex, Expedia and QIA, severally and not jointly, from effecting transfers of such equity securities to certain specified restricted persons, as well as transfers that would violate applicable securities laws.

Among other matters, and subject to certain terms, conditions and exceptions, the Shareholders Agreement prohibits American Express, Expedia and QIA, severally and not jointly, from effecting transfers of such equity securities to certain specified restricted persons, as well as transfers that would violate applicable securities laws.

The Shareholders Agreement also sets out the composition and appointment of the GBTG Board, and provides for various provisions for transfer of shares, shareholder rights and termination of such rights.

Advisory Services Agreement

Certares Management Corp.

(“Certares”), an indirect equity owner of the Company, provided certain advisory services to the Company for which fees of approximately $ 1 million were incurred for the year ended December 31, 2022.

This agreement terminated upon the closing of the Business Combination.

Loan to equity affiliate

1 unchanged sentence

(24) Segment Information

Reportable segments are determined based upon the Company’s internal organizational structure;

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 criteria used by the Company’s Chief Executive Officer, who is also the Company’s 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;

2 unchanged sentences

For the year ended December 31, 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).

The CODM also regularly reviews revenue by transaction type – Travel Revenue and Products and Professional Services Revenue (see note 3 – Revenue from Contracts with Customers ).

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

G LOBAL BUSINESS TRAVEL GROUP, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

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).

Year ended December 31,

10 unchanged sentences

Total adjusted cost and expenses $ 2,190 $ 1,948 $ 1,910

Share of income (loss) from equity-method investments $ 3 $ — $ ( 3 )

Share of income from equity-method investments

Less other segment items:

2 unchanged sentences

Loss on early extinguishment of debt ( 2 ) ( 38 ) —

(Provision for) benefit from income taxes

( 40 ) ( 66 ) 9

Depreciation and amortization ( 192 ) ( 178 ) ( 194 )

( 100 ) ( 221 ) ( 191 )

Net loss $ ( 134 ) $ ( 136 ) $ ( 229 )

Net income (loss)

$ 111 $ ( 134 ) $ ( 136 )

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

1 unchanged sentence

(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, 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 and warrant derivative liabilities, provision for (benefit from) income taxes, foreign currency gains (losses) and non-service components of net periodic pension cost (benefit).

The table below presents the Company’s revenue and long-lived assets, comprising property and equipment, net, and operating lease ROU assets, by geographic location:

(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, gain on remeasurement of previously held equity investment, foreign currency gains (losses) and non-service components of net periodic pension cost.

G LOBAL BUSINESS TRAVEL GROUP, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

The table below presents the Company’s revenue and long-lived assets, comprising property and equipment (excluding capitalized software and related capital projects), net, and operating lease ROU assets, by geographic location:

(in $ millions) United States United Kingdom All other countries Total

7 unchanged sentences

As of December 31, 2023 $ 38 $ 11 $ 23 $ 45 $ 117

G LOBAL BUSINESS TRAVEL GROUP, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

The geographical determination of revenue is based on the jurisdiction of the legal entity contracting with the customer.

2 unchanged sentences

(25) Subsequent Events

Amendment to A&R Senior Secured Credit Agreement

On February 4, 2025, GBTG, the Initial Borrower and certain subsidiaries of GBTG entered into an amendment (“Amendment No.

1”) to its A&R Credit Agreement to reprice the term loans outstanding under the Original Credit Agreement.

Amendment to Amended Credit Agreement

On January 21, 2026, GBTG, the Initial Borrower and certain subsidiaries of GBTG entered into an amendment (“Amendment No.

2”) to its A&R Credit Agreement as amended by Amendment No.

2 to reprice its then outstanding Term B-1 Loans and provide for an incremental term loan facility in the aggregate principal amount of $ 100 million.

After giving effect to Amendment No.

1, the interest rate margin applicable to the repriced term loans (the “Repriced Term Loans”) reduced by 0.50 %.

The Repriced Loans will bear interest based on SOFR or, at the Initial Borrower’s option, at the Base Rate (as defined in the A&R Credit Agreement, as amended the Amendment No.

1), plus, as applicable, a margin of 2.50 % per annum for SOFR-based Repriced Term Loans (or 1.50 % per annum for Base Rate-based Repriced Term Loans).

Except as noted above, the Repriced Term Loans have substantially the same terms as the previously existing term loans under the A&R Credit Agreement.

At the option of the Initial Borrower (upon prior written notice), the Repriced Term Loans may be voluntarily prepaid, in whole or in part, at any time without premium or penalty (other than (x) a prepayment premium of 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).

Further, in January 2025, the U.S.

Department of Justice, filed suit in the U.S.

District Court for the Southern District of New York against the Company and CWT, seeking a permanent injunction preventing the Merger.

On March 6, 2025, the Company received approval from the United Kingdom's Competition and Markets Authority to complete the Merger.

Interest Rate Swaps

In January 2025, the Company terminated its interest rate swap derivative contracts 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 derivative contracts with similar terms as the terminated interest rate swap derivative contracts, except that the terms of the agreements requires the Company to receive a variable rate of three months U.S.

SOFR and pay a fixed rate of 4.2075 % for $ 400 million notional rate contract and 4.209 % for $ 500 million notional rate contract.

2 and the borrowing contemplated thereby, the interest rate margin applicable to all outstanding term loans (the “Term B-2 Loans,” and the senior secured credit facility being “Term B-2 Facility”) was reduced by 0.50 %.

The Term B-2 Loans bear interest based on SOFR or, at the Initial Borrower’s option, at the Base Rate (as defined in the A&R Credit Agreement as amended by Amendment No.

2), plus, as applicable, a margin of 2.00 % per annum for SOFR-based Term B-2 Loans (or 1.00 % per annum for Base Rate-based Term B-2 Loans).

Except as noted above, the Term B-2 Loans have substantially the same terms as the previously existing term loans under the Amended Credit Agreement.

At the option of the Initial Borrower (upon prior written notice), the repriced term loans may be voluntarily prepaid, in whole or in part, at any time without premium or penalty (other than (x) a prepayment premium of 1 % of the principal amount of the Term B-2 Loans subject to certain repricing transactions occurring prior to July 21, 2026 and (y) customary breakage costs in connection with certain prepayments of loans).

The repricing was accounted for as debt modification.

CWT Acquisition - Release from Escrow Account

In February 2026, in accordance with the terms of the Merger Agreement, the Company and CWT's legacy shareholders finalized the working capital amount that resulted in a release of $ 10 million of cash to the Company (from the initial $ 15 million deposited by the Company with an escrow agent upon acquisition of CWT on September 2, 2025).

G LOBAL BUSINESS TRAVEL GROUP, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

This was considered as an adjusting post balance sheet event reducing the purchase consideration and was accounted for during the year ended December 31, 2025.

Share Repurchase Program

On February 17, 2026, the Company's Board of Directors authorized an increase in amount to its existing share repurchase program from $ 300 million to $ 600 million.

GLOBAL BUSINESS TRAVEL GROUP, INC.

4 unchanged sentences

accounts Write-offs

adjustments Balance at

adjustments (1)

Allowance for credit losses

6 unchanged sentences

Year ended December 31, 2023 $ 124 $ 18 $ 4 $ 146

(1) For the year ended December 31, 2025, valuation allowance for deferred tax assets includes approximately $ 210 million recognized in connection with the acquisition of CWT during the year.

Compared sentence by sentence after normalising whitespace, quotation marks, case and digits, so re-formatting and restated figures do not read as changed language. Wording changes appear as one removal and one addition. The current filing and the prior one are authoritative.

What changed 10-K

Item 9A. Controls and Procedures