Global Business Travel updates merger: holdback shares, $13.66M price cut (2025)

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuantto Section 13 or 15(d)
of the Securities Exchange Act of 1934

Dateof Report (Date of Earliest Event Reported): September 2, 2025 (August 28, 2025)

GlobalBusiness Travel Group, Inc.

(Exact name of Registrant as specified in its charter)

666 3rd Avenue, 4th Floor

New York, New York 10017
(Address of principal executive offices) (Zip Code)

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

Not applicable
(Former name or former address, if changed since last report)

Check the appropriate box below if the Form 8-Kfiling is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

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

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 or Rule12b-2 of the Securities Exchange Act of 1934.

Emerging growth company ¨

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

On August28, 2025, Global Business TravelGroup,Inc. a Delaware corporation (the “Company”), entered into Amendment No.5 to Agreement and Plan ofMerger (“Amendment No.5 to the Merger Agreement”) with CWT Holdings, LLC, a Delaware limited liability company(“CWT”), Cape Merger Sub I LLC, a Delaware limited liability company (“Merger Sub I”), Cape MergerSub II LLC, a Delaware limited liability company (“Merger Sub II” and together with Merger Sub I, the “MergerSubs”) and Redwood Drawdown Partners III, LLC, solely in its capacity as the representative of the equityholders of CWT (the“Member Representative” and together with the Company, CWT and the Merger Subs, the “Parties”).

Aspreviously announced, on March24, 2024, the Parties entered into an Agreement and Plan of Merger (as amended on January17,2025, March17, 2025, March20, 2025 and March21, 2025, and as further amended, the “Merger Agreement”),pursuant to which, among other things, (i)Merger Sub I will merge with and into CWT (the “First Merger”) withCWT surviving the First Merger as an indirect subsidiary of the Company (the “First Merger Surviving Company”) and(ii)the First Merger Surviving Company will merge with and into Merger Sub II (the “Second Merger” and, togetherwith the First Merger, the “Mergers”) with Merger Sub II surviving the Second Merger as an indirect subsidiary of theCompany. Capitalized terms used and not otherwise defined herein shall have the respective meanings ascribed to them in the MergerAgreement.

Pursuant to Amendment No.5 to the MergerAgreement, the Parties (i)agreed that the Company would hold back 400,000 shares (the “Holdback Shares”) of ClassAcommon stock, par value $0.0001 per share (“Common Stock”) that would otherwise be released to CWT’s equityholdersat the closing of the Mergers (the “Closing”) and (ii)increased the amount of Debt-Like Items by $13,660,000,thereby reducing the Estimated Purchase Price and Final Purchase Price by an equal amount. On the date that is nine (9)months followingthe Closing Date, the Company will release to CWT’s equityholders the aggregate number of Holdback Shares, minus a number of HoldbackShares equal to fifty percent (50%) of the aggregate cash amount of certain resolved claims arising out of the Business Restructuring,divided by $7.50; provided that if any such claims are pending on such date, the applicable portion of the Holdback Shares as the Companydeems reasonably necessary to satisfy such pending claims shall be retained by the Company and shall not be released until such pendingclaims are finally resolved. In addition, the Company agreed to pay to CWT’s equityholders an amount in cash equal to the amountby which $20,000,000 exceeds fifty percent (50%) of certain costs arising out of the Business Restructuring promptly following the lastdate with respect to which such costs are payable or reimbursable by the Company or any of its subsidiaries to the counterparty of theBusiness Restructuring.

From and after the date of Amendment No.5to the Merger Agreement, references in the Merger Agreement to this “Agreement” or any provision thereof shall be deemed torefer to the Merger Agreement or such provision as amended by Amendment No.5 to the Merger Agreement unless the context otherwiserequires.

Except as otherwise expressly provided in AmendmentNo.5 to the Merger Agreement, Amendment No.5 to the Merger Agreement does not by implication or otherwise limit, impair, constitutea waiver of, or otherwise affect the rights and remedies of the Parties under the Merger Agreement and do not in any way alter, modify,amend or affect any of the terms, conditions, obligations, covenants or agreements contained in the Merger Agreement, all of which remainunchanged and continue in full force and effect.

Registration Rights Agreement; Lock-Up

Atthe Closing, the Company entered into a registration rights agreement (the “Registration Rights Agreement”) pursuantto which, among other things, the Company agreed to register for resale, pursuant to Rule415 under the Securities Act of 1933, asamended (the “Securities Act”), shares of Common Stock that were issued to certain of CWT’s equityholders inconnection with the Mergers and who duly execute and deliver a signature pageto the Registration Rights Agreement. The Merger Agreementprovides that (a)until the date that is ninety (90) days following the date of Closing (the “Closing Date”),no Member shall, subject to certain exceptions, directly or indirectly, transfer any shares of Common Stock issued to such Member pursuantto the Merger Agreement and (b)from and after the date that is ninety-one (91) days following the Closing Date until the date thatis two hundred and seventy (270) days following the Closing Date, no Member shall transfer more than fifty percent (50%) of the sharesof Common Stock issued to such Member pursuant to the Merger Agreement.

The foregoing descriptions of the Merger Agreement,Amendment No.5 to the Merger Agreement, the Registration Rights Agreement and the transactions contemplated thereby do not purportto be complete, and are subject to, and qualified in their entirety by reference to, the full text of (i)Amendment No.5 tothe Merger Agreement attached as Exhibit2.1 and incorporated by reference herein, (ii)the Registration Rights Agreement, whichis attached as Exhibit2.2 and is incorporated by reference herein, (iii)the Merger Agreement prior to any amendments thereto,which was previously filed as Exhibit2.1 to the Current Report on Form8-K filed with the U.S. Securities and Exchange Commission(the “SEC”) by the Company on March25, 2024, (iv)Amendment No.1 to the Merger Agreement, which was previouslyfiled as Exhibit2.1 to the Current Report on Form8-K filed with the SEC by the Company on January17, 2025, and (v)AmendmentNos. 2, 3 and 4 to the Merger Agreement, which were previously filed as Exhibits 2.1, 2.2 and 2.3 to the Current Report on Form8-Kfiled with the SEC by the Company on March17, 2025. Amendment No.5 to the Merger Agreement and the Registration Rights Agreementshave been included to provide investors with information regarding their terms and are not intended to provide any other factual informationabout the Company, Merger Subs, CWT, the Member Representative or their respective subsidiaries or affiliates. Further, Amendment No.5to the Merger Agreement should not be read alone but should be read in conjunction with the Merger Agreement, which it amends, and withthe other information regarding the Merger Agreement, the Mergers, the Parties, their respective affiliates and their respective businessesthat is contained in, or incorporated by reference into, the Company’s other SEC filings.

The information set forth in Item 1.01 above ishereby incorporated by reference in its entirety into this Item2.01.

OnSeptember2, 2025, the Company and the Seller completed the previously announced acquisition of CWT in accordance with the termsof the Merger Agreement. At the Closing, pursuant to the terms of the Merger Agreement, the Company issued an aggregate 50,357,742shares of Common Stock to CWT’s equityholders, paid $160.19 to CWT’s equityholders in lieu of fractional shares of CommonStock, delivered $15,000,000 to an escrow agent as security for certain purchase price adjustments set forth in the Merger Agreement anddelivered $50,000 to the Member Representative Account to be used for the purposes of paying or reimbursing the Member Representativefor any third-party expenses incurred by the Member Representative pursuant to the Merger Agreement. In addition, as described in Item1.01 above, the Company held back the Holdback Shares.

On the Closing Date, the Company issued 50,357,742shares of Common Stock as merger consideration for the acquisition of CWT. In addition, as described in Item 1.01 above, the Company heldback the Holdback Shares. The offer and sale of the shares of Common Stock pursuant to the Merger Agreement was made in reliance uponan exemption from registration under the Securities Act, pursuant to Section4(a)(2)thereof.

On September2, 2025, the Company issueda press release announcing the completion of the acquisition of CWT. A copy of the press release is furnished herewith as Exhibit99.1.

The information in this Item 7.01 is being furnishedand shall not be deemed “filed” for the purposes of Section18 of theSecurities Exchange Act of 1934, as amended,or otherwise subject to the liabilities of that Section. The information in this Item 7.01 shall not be incorporated by reference intoany registration statement or other document pursuant to theSecurities Act of 1933, as amended.

Cautionary Statement Regarding Forward-LookingStatements

This communication contains statements that areforward-looking and as such are not historical facts. This includes, without limitation, statements regarding our current expectationsor forecasts of future events. These statements constitute projections, forecasts and forward-looking statements within the meaning ofthe Private Securities Litigation Reform Act of 1995. The words “anticipate,” “believe,” “continue,”“could,” “estimate,” “expect,” “intend,” “may,” “might,” “plan,”“possible,” “potential,” “predict,” “project,” “should,” “will,”“would” and similar expressions may identify forward-looking statements, but the absence of these words does not mean thata statement is not forward-looking.

The forward-looking statements contained in thiscommunication are based on our current expectations and beliefs concerning future developments and their potential effects on us. Therecan be no assurance that future developments affecting us, including as a result of the transaction, will be those that we have anticipated.These forward-looking statements involve a number of risks, uncertainties (some of which are beyond our control) or other assumptionsthat may cause actual results or performance to be materially different from those expressed or implied by these forward-looking statements.These risks and uncertainties include, but are not limited to, the following risks, uncertainties and other factors: (1)changesto projected financial information or our ability to achieve our anticipated growth rate and execute on industry opportunities; (2)ourability to maintain our existing relationships with customers and suppliers and to compete with existing and new competitors; (3)variousconflicts of interest that could arise among us, affiliates and investors; (4)our success in retaining or recruiting, or changesrequired in, our officers, key employees or directors; (5)factors relating to our business, operations and financial performance,including market conditions and global and economic factors beyond our control; (6)the impact of geopolitical conflicts, includingthe war in Ukraine and the conflicts in the Middle East, as well as related changes in base interest rates, inflation and significantmarket volatility on our business, the travel industry, travel trends and the global economy generally; (7)the sufficiency of ourcash, cash equivalents and investments to meet our liquidity needs; (8)the effect of a prolonged or substantial decrease in globaltravel on the global travel industry; (9)political, social and macroeconomic conditions (including the widespread adoption of teleconferenceand virtual meeting technologies which could reduce the number of in-person business meetings and demand for travel and our services);(10)the effect of legal, tax and regulatory changes; (11) the outcome of any legal proceedings that may be instituted against theCompany or CWT in connection with the Mergers; (12) the risk that the transaction disrupts current plans and operations as a result ofthe announcement and consummation of the transaction; (13) the inability to recognize the anticipated benefits of the transaction, whichmay be affected by, among other things, competition, the ability of the combined company to grow and manage growth profitably, maintainrelationships with customers and suppliers and retain key employees; (14) costs related to the transaction; (15) risks related to thebusiness of CWT or unexpected liabilities that arise in connection with the transaction or the integration of CWT; (16) the risk thatthe assumptions, estimates and estimated adjustments described in this communication may prove to be inaccurate; and (17) other risksand uncertainties described in the Company’s Form10-K, filed with the SEC on March7, 2025, and in the Company’sother SEC filings. Should one or more of these risks or uncertainties materialize, or should any of our assumptions prove incorrect, actualresults may vary in material respects from those projected in these forward-looking statements. We undertake no obligation to update orrevise any forward-looking statements, whether as a result of new information, future events or otherwise, except as may be required underapplicable securities laws.

*The exhibits and schedules to this Exhibithave been omitted in accordance with RegulationS-K Item601(a)(5)andItem601(b)(2). The Company agrees to furnish supplementally a copy of such exhibits and schedules, or any section thereof, to theSEC upon its request.

SIGNATURES

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

Date:September2, 2025