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Global Business Travel Group (NYSE: GBTG) updates lenders on merger financing process

(Very High)
(Neutral)
Form Type
8-K

Rhea-AI Filing Summary

Global Business Travel Group, Inc. filed a current report describing steps connected to its previously announced plan to be acquired by Long Lake Management. On May 2, 2026, the company entered into an Agreement and Plan of Merger with Gaia Purchaser, Inc. and Gaia Merger Sub, Inc.

On June 8, 2026, the company made additional information available to prospective lenders supporting Parent’s debt financing process for the merger. This information is furnished under Item 7.01 of the Exchange Act and is not deemed filed or incorporated by reference into Securities Act registration statements.

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Item 7.01 Regulation FD Disclosure Disclosure
Material non-public information disclosed under Regulation Fair Disclosure, often investor presentations or guidance.
Item 9.01 Financial Statements and Exhibits Exhibits
Financial statements, pro forma financial information, and exhibit attachments filed with this report.
Merger agreement date May 2, 2026 Agreement and Plan of Merger with Gaia Purchaser, Inc. and Gaia Merger Sub, Inc.
Lender information date June 8, 2026 Date company made information available to prospective lenders
Agreement and Plan of Merger financial
"entered into an Agreement and Plan of Merger (the “Merger Agreement”)"
An Agreement and Plan of Merger is a formal document where two companies agree to combine into one, outlining how the process will happen. It’s like a step-by-step plan for merging, and it matters because it shows both sides have agreed on the details before the official transition takes place.
Item 7.01 regulatory
"The information in this Item 7.01 is being furnished"
Securities Exchange Act of 1934 regulatory
"for the purposes of Section 18 of the Securities Exchange Act of 1934, as amended"
Securities Act of 1933 regulatory
"pursuant to the Securities Act of 1933, as amended"
emerging growth company regulatory
"Emerging growth company"
An emerging growth company is a recently public or smaller public firm that qualifies for temporary, lighter regulatory and disclosure rules to reduce the cost and effort of being public. For investors, it means the company may provide less historical financial detail and face fewer reporting requirements than larger firms, so it can grow more quickly but also carries higher uncertainty—like buying a promising early-stage product with fewer user reviews.

AI-generated analysis. How Rhea-AI works. Not financial advice.

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FAQ

What merger did Global Business Travel Group (GBTG) reference in this 8-K?

Global Business Travel Group referenced its Agreement and Plan of Merger dated May 2, 2026. Under this agreement, the company is to be acquired by Long Lake Management through Gaia Purchaser, Inc. and its wholly owned subsidiary Gaia Merger Sub, Inc.

Who is acquiring Global Business Travel Group (GBTG) under the announced merger?

Global Business Travel Group is to be acquired by Long Lake Management. The transaction structure uses Gaia Purchaser, Inc. as the parent entity and Gaia Merger Sub, Inc., a wholly owned subsidiary of Parent, to complete the merger under the May 2, 2026 Merger Agreement.

What is the purpose of the information Global Business Travel Group provided on June 8, 2026?

The information provided on June 8, 2026 supports Parent’s debt financing process for the merger. It is made available to prospective lenders and is intended to be considered together with the company’s existing Securities and Exchange Commission filings.

How is the Item 7.01 information in this GBTG 8-K treated legally?

The Item 7.01 information is furnished, not filed, under the Exchange Act. It is not subject to Section 18 liabilities and is not incorporated by reference into any registration statement or other document under the Securities Act of 1933, as amended.

Does Global Business Travel Group have to update the information given to prospective lenders?

The company states it may elect to update the information but specifically disclaims any obligation to do so. Updates would occur only to reflect later events or circumstances when required by applicable law or chosen voluntarily by the company.

What stock exchange lists Global Business Travel Group’s Class A common stock?

Global Business Travel Group’s Class A common stock, par value $0.0001 per share, trades under the symbol GBTG. The shares are listed on the New York Stock Exchange, as indicated in the company’s securities registration details.

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
  
FORM 8-K
 
CURRENT REPORT
 
PURSUANT TO SECTION 13 OR 15(d)
OF THE SECURITIES EXCHANGE ACT OF 1934
 
Date of Report (Date of Earliest Event Reported): June 8, 2026 (June 8, 2026)
 
Global Business Travel Group, Inc.
(Exact name of Registrant as specified in its charter)
 
Delaware
 
001-39576
 
98-0598290
(State or other jurisdiction of
incorporation or organization)
 
(Commission
File Number)
 
(I.R.S. Employer
Identification No.)
 
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-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
 

Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
 

Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
 

Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
 

Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
 
Securities registered pursuant to Section 12(b) of the Act:
 
Title of each class
 
Trading symbol(s)
 
Name of each exchange on which
registered
Class A common stock, par value of $0.0001 per share
 
GBTG
 
The New York Stock Exchange
 
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 or Rule 12b-2 of the Securities Exchange Act of 1934.
 
Emerging growth company
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.


Item 7.01.
Regulation FD Disclosure.
As previously announced, on May 2, 2026, Global Business Travel Group, Inc., a Delaware corporation (the “Company”), entered into an Agreement and Plan of Merger (the “Merger Agreement”) with Gaia Purchaser, Inc., a Delaware corporation (“Parent”), and Gaia Merger Sub, Inc., a Delaware corporation and wholly owned subsidiary of Parent, pursuant to which the Company is to be acquired by Long Lake Management.
On June 8, 2026, in connection with Parent’s debt financing process to fund the transactions contemplated by the Merger Agreement, the Company is making the below information available to prospective lenders:
Transaction year-over-year growth was 3% in Q1 2026 and 6% in Q2 2026 quarter-to-date, based on April and preliminary May 2026 figures, on a workday-adjusted basis.
Total Transaction Value (TTV) year-over-year growth was 9% in Q1 2026 and 15% in Q2 2026 quarter-to-date, based on April and preliminary May 2026 figures, on a constant currency and workday-adjusted basis.
The information furnished with this Current Report on Form 8-K constitutes only a portion of the information being provided to prospective lenders and should be considered together with and in the context of the Company’s filings with the Securities and Exchange Commission. Such information speaks as of the date of this Current Report on Form 8-K. While the Company may elect to update the attached information in the future to reflect events and circumstances occurring or existing after the date of this Current Report, the Company specifically disclaims any obligation to do so, except as may be required by law.

The information in this Item 7.01 is being furnished and shall not be deemed “filed” for the purposes of Section 18 of the Securities 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 into any registration statement or other document pursuant to the Securities Act of 1933, as amended.
 
Item 9.01.
Financial Statements and Exhibits.
 
 
(d)
Exhibits.
 
Exhibit
Number
Description
104
Cover Page Interactive Data File (embedded within the Inline XBRL document).

SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
  GLOBAL BUSINESS TRAVEL GROUP, INC.  
   

By: /s/ Eric J. Bock
    Name:
Eric J. Bock
    Title:
Chief Legal Officer, Global Head of M&A and Compliance and Corporate Secretary
Date: June 8, 2026


Filing Exhibits & Attachments

3 documents