GBTG 10-K & 10-Q changes, risk factors and insider trading

•We could be negatively impacted by climate change, environmental, social and governance ("ESG") and sustainability-related matters.

•The market price of the Common Stock (as defined herein) may be volatile and could decline significantly.

•cyber-terrorism, political unrest, the outbreak of hostilities or escalation or worsening of existing hostilities or war, such as theongoing conflictand potential escalation of conflicts in the Middle-East,Middle East, Russia’s invasion of Ukraine, and tensions between China and Taiwan,Taiwan and recent U.S. military operations in Venezuela, resulting sanctions imposed by the United States and other countries and retaliatory actions taken by sanctioned countries in response to such sanctions;

Any decrease in demand for business travel could materially and adversely affect our business, financial condition andcondition, results of operations.operations and prospects.

Some of our competitors may have access to more financial resources, greater name recognition and better established client bases in their target client segments, differentiated business models, technology and other capabilities or a differentiated geographic coverage, which may make it difficult for us and our Network Partners to retain or attract new clients.

Other macroeconomic uncertainties beyond our control, such as oil prices, geopolitical tensions, consumer confidence, large-scalewidespread business failures, tightened credit markets and stock market volatility, terrorist attacks, changing, unusual or extreme weather or natural disasters such as earthquakes, hurricanes, tsunamis, floods, fires, droughts and volcanic eruptions (whether due to climate change or otherwise), travel-related health concerns including pandemics and epidemics such as COVID-19, Ebola and Zika, Nipah virus, political instability, changes in economic conditions, wars and regional and international hostilities, such as Russia’s invasion of UkraineUkraine, ongoing and potential conflicts in the Middle-East,Middle East, tensions between China and Taiwan, recent U.S. military operations in Venezuela, the imposition of taxes, tariffs or surcharges by regulatory authorities, changes in trade policies or trade disputes, changes in immigration policiespolicies, temporary visa policies, entry or other travel restrictions or travel-related accidents have previously and may in the future create volatility in the travel market and negatively impact client travel behavior. In addition, an increased focus on the environmental impact of travel could also affect the travel market and travel behavior due to the rise of sustainability regulations. While we strive to promote our and our clients’ mutual commitment to a more sustainable future for business travel, if we are unable to find economically viable and/or publicly acceptable solutions that allow us to maintain our commitment to sustainability and net-zero emissions, we could lose business or experience reputational harm.

While decreases in prices for flightsair and other travel products generally increase demand, such price decreases generally also have a negative effect on the commissions and other financial incentives we earn. The overall effect of price increases or decreases in the global travel industry is therefore uncertain.

•political, economic and social instability, including as a result of the war in UkraineUkraine, the ongoing and thepotential escalation of conflicts in the Middle East, emerging tensions between China and Taiwan and recent U.S. military operations in Venezuela, along with any other geopolitical conflicts includingthat emergingmay tensions between China and Taiwanarise;

Although weWe generally seek to diversify our cash and cash equivalents across several financial institutions in an attempt to minimize exposure to any one of these entities, we currently have cash and cash equivalents deposited in several financial institutions significantly in excess of federally insured levels, including, at times, a significant proportion of our cash balance at a single bank, such as Bank of America, N.A. where we currently hold 54% of our cash.institutions. The domestic bank deposit balances may exceed the Federal Deposit Insurance Corporation (“FDIC”) insurance limits. We also maintain cash deposits in foreign banks, some of which are not insured or partially insured by the FDIC or other similar agency. If any of the financial institutions in which we have deposited funds ultimately fails, we may lose our uninsured deposits at such financial institutions, and/or we may be required to move our accounts to another financial institution, which could cause operational difficulties, such as delays in making payments to our partners and employees, which could have an adverse effect on our business and financial condition.

Governments, investors, customers,clients, employees and other stakeholders arecontinue increasinglyto focusingfocus on climate change and sustainability-related matters, including corporate ESG practices and disclosures, and expectations in this area are rapidly evolving. In addition, new ESGclimate disclosure laws and regulations are expanding mandatory disclosure, reporting and diligence requirements. Changes in consumer and corporate preferences, travel patterns and legal requirements could impact our revenues or expenses or otherwise adversely affect our business, and/or our customersclients and partners. We occasionally announce new initiatives, including goals, under our ESG framework. This framework is aligned with our areas of interest as a purpose led company and includes environment and sustainability, social impact, inclusion, effective governance and supply chain management, among others. The criteria by which our ESG practices are assessed may change due to the quickly evolving landscape, which could result in greater expectations of us and may cause us to undertake costly initiatives to satisfy such new criteria. Moreover, the increasing attention to corporate ESG initiatives could also result in reduced demand for travel relatedtravel-related products, reduced profits and increased regulatory examinations, investigations and potential litigation. If we are unable to satisfy such criteria, investors may conclude that our policies and/or actions with respect to ESG matters are inadequate. If we fail or are perceived to have failed to achieve previously announced initiatives or goals or to accurately disclose our progress on such initiatives or goals, our reputation, business, financial condition and results of operations could be adversely impacted.

The A&R Credit Agreement contains a number of restrictive covenants that impose significant operating and financial restrictions on us and may limit our ability to engage in acts that may be in our long termlong-term best interests, including restrictions on our ability to:

A substantial portion of our revenue is affected by the prices charged by our travel suppliers, including airlines, GDS service providers, hotels, destination service providers and car rental suppliers, and the volume of products offered by our travel suppliers. While we don'tdo not have significant concentration of revenue with any single travel supplier, if one or more of our major suppliers suffers a deterioration in its financial condition or restructures its operations or if any significant travel provider (such as an airline) withdraws from or reduces its participation in our services, it could have an adverse effect on our business, financial condition and results of operations.

Some of our travel suppliers, including some of the largest airlines, have sought to increase usage of direct distribution channels. For example, these travel suppliers are trying to move more client traffic to their proprietary websites. This direct distribution trend enables them to apply pricing pressure on intermediaries and negotiate travel distribution arrangements that are less favorable to intermediaries. With travel suppliers’ adoption of certain technology solutions over the last decade, air travel suppliers have increased the proportion of direct bookings relative to indirect bookings. In the future, airlines may increase their use of direct distribution, which may cause a material decrease in their use of our services. Travel suppliers may also offer travelers advantages through their websites such as special fares and bonus miles, which could make their offerings more attractive than those available from us. The possible loss of content (e.g., certain fares, including net fares and NDC content, and availability) from our travel suppliers would also negatively impact us.

Companies with close relationships with end clients, like Facebook,Meta, as well as new entrants introducing new paradigms into the travel industry, such as metasearch engines like Google, may promote alternative distribution channels by diverting client traffic away from intermediaries and travel agents, which may adversely affect our business, financial condition and results of operations.

Unless we maintain good relationships with our TPNPartner and EGA partnersNetworks and renew existing, or enter into new, partnerPartner agreements, we may be unable to expand our business, and our financial condition and results of operations may suffer.

Through our TPNPartner and EGA partners,Networks, we expand our global reach through a set of partnersPartners that operate locally (mostpredominantly in non-proprietary regions) under the American Express Global Business Travel and Egenciaour brands. Our TPN and EGA partnersPartners either participate in the network for a fixed fee and/or use a transaction-based fee structure and deliver service to our global and regional business clients as part of an integrated network. In order to grow our businessbusiness, we must consistently renew, and/or enter into new, partnerPartner agreements to actively make our travel product and service offerings globally available to travelers.

The benefits we provide to the Partners within our TPNPartner and EGA partnersNetworks are subject to risks common to the overall travel industry, including factors outside of our control. Additionally, a decline in our financial condition or results of operations may hamper our success in identifying, recruiting, and entering into partnerPartner agreements with a sufficient number of new qualified partners.Partners. Our ability, and the ability of our partners,Partners, to successfully expand into new countries may be adversely affected by a lack of awareness or acceptance of our brand. A disruption to a TPNrelationship orwith EGAa relationshipPartner within any one of our Partner Networks may impact customer retention and our financial condition and results of operations may suffer.

Our TPN and EGA partnersPartners could take actions that may harm our business.

Our TPNPartners andthat EGAform partnerspart of our Partner Networks are independent businesses and are not our employees. As such, we do not exercise control over their day-to-day operations. Our TPN and EGA partnersPartners may choose not to operate their travel services businesses in a manner consistent with industry standards, our requirements or standards, or the requirements or standards of applicable laws or governmental authorities. If our TPN or EGA partnersPartners were to provide diminished quality of service to clients, engage in fraud, including fraud related to our commission structure, be subject to cyber/data security incidents, misconduct or negligence or otherwise violate the law, our image and reputation may suffer materially, and we may become subject to liability claims based upon their actions. Any such incidents could adversely affect our results of operations.

We may have disputes with our TPN and EGA Partners, and they may refuse to implement our strategies or seek to terminate their agreements with us if the brands’ performance is worse than they expected.

Our TPN and EGA partnersPartners are an integral part of our business, and we may be unable to successfully implement our growth strategy if our TPN and EGA partnersPartners refuse to participate in such strategies. For example, the refusal by our TPN and EGA partnersPartners to actively make our travel product and service offerings available to travelers would have a negative impact on our success. In addition, it may be difficult for us to monitor the implementation of our growth strategy by international partnersPartners due to our lack of personnel in the countries served by such businesses.

We may have disputes with our TPN and EGA partnersPartners with respect to our execution of our growth strategy or our performance under their respective agreements. As a result of such disputes, our TPN and EGA partnersPartners may seek to terminate their agreements with us, we may have to pay losses and damages to them and/or travelers, and our brand image may be adversely impacted. Our business, results of operations and financial condition may be adversely affected by the premature or unexpected termination of our partnerPartner agreements.

We plan to renew our existing partnerPartner agreements upon expiration. However, we may be unable to retain our TPN and EGA partnersPartners by renewing such agreements on satisfactory terms, or at all. If a significant number of our existing partnerPartner agreements are not renewed, our revenue and profit may decrease. If we cannot attract and retain new TPN and EGA partnersPartners to replace expired partnerPartner agreements, our results of operations could be materially and adversely affected. In addition, if travel suppliers do not include some or all of our TPN and EGA partnersPartners in our preferred supplier agreements our revenues could be adversely impacted and TPN and EGA partnersPartners may choose to exit the program, which would further reduce our potential revenues.

Any unionizingUnionizing efforts by employees could have an adverse effect on our business, financial condition, results of operations and prospects.

We may not be able to accurately predict our future capital needs, and we may not be able to obtain additional financing to fund our operations.

We may need to raise additional funds in the future. Any required additional financing may not be available on terms acceptable to us, or at all. If we raise additional funds by issuing equity securities or convertible debt, investors may experience significant dilution of their ownership interest, and the newly issued securities may have rights senior to those of the holders of our Class A common stock, par value $0.0001 per share (the “Common Stock.Stock"). If we raise additional funds by obtaining loans from third parties, the terms of those financing arrangements may include negative covenants or other restrictions on our business that could impair our operational flexibility and would also require us to incur incremental interest expense. If additional financing is not available when required or is not available on acceptable terms, we may have to scale back our operations, and we may not be able to expand our business, take advantage of business opportunities or respond to competitive pressures, which could negatively impact our revenue and the competitiveness of our services.

We may be unable to identify and consummate new acquisition opportunities, which would significantly impact our growth strategy.opportunities.

Acquisitions have been and are expected to continue to be part of our growth strategy. The travel service industry is highly competitive, and we face competition for acquisition opportunities from many other entities, including financial investors, some of which are significantly larger, have greater resources and lower costs of capital, are well established and have extensive experience in identifying and completing acquisitions. This competition for business opportunities may make it challenging to identify and successfully capitalize on acquisition opportunities that meet our objectives. The identification of suitable acquisition candidates can be difficult, time-consuming and costly, and we may not successfully complete acquisitions that we target. Further, the fact that we are subject to supervision, examination and regulation by the Federal Reserve under the BHC Act could limit our ability to engage in acquisition activity (See “— Risks Relating to Regulatory, Tax and Litigation Matters —Because we are deemed to be “controlled” by American Express under the BHC Act, we are and will be subject to supervision, examination and regulation by the Federal Reserve which could adversely affect our future growth and our business, results of operations and financial condition.”"). In addition, under the terms of the amended and restated shareholders agreement dated January 11, 2024 (as further amended, the “Shareholders Agreement”), by and between GBTG, GBT JerseyCo Limited, American Express TravelInternational, Holdings Netherlands Coöperatief U.A., Juweel Investors (SPC) Limited andInc., EG Corporate Travel Holdings LLC dated("Expedia"), asand ofQH MayTravel 27, 2022, as amendedL.P. (the "Shareholders AgreementQIA"), American Express could prevent us from engaging in an acquisition of a company that provides products and services other than certain pre-approved products and services, if, after cooperating with us for a period of time to reach a mutually agreeable solution, American Express reasonably concludes that such acquisition would have an adverse effect on American Express’s regulatory status under applicable banking laws. If we cannot identify and acquire desirable businesses at favorable prices, or if we are unable to finance acquisition opportunities on commercially favorable terms, our business, financial condition or results of operations could be materially adversely affected.

Acquisition activity presents certain risks to our business, operations and financial condition, and we may not realize the financial and strategic goals contemplated at the time of a transaction. We have made, and in the future, expect to make, acquisitions to expand into new travel and geographic areas. Mergers and acquisitions are inherently risky, and any mergers and acquisitions that we complete may not be successful. We regularly consider acquisition opportunities as well as other forms of business combinations. Historically, we have been involved in numerous transactions of various magnitudes, for consideration which included cash, securities or combinations thereof. We intend to continue to evaluate and pursue appropriate acquisition opportunities as they arise in the expansion of our operations. No assurance can be given with respect to the timing, likelihood or financial or business effect of any potential transaction. Furthermore, our ability to consummate and finance an acquisition may be limited by the terms of our existing or future debt arrangements. We cannot predict if any acquisition will be consummated or, if consummatedconsummated, will result in a financial or other benefit to us.

Acquisitions we may pursue in the future as part of our business strategy may be partially financed through additional debt or equity. If new debt is added to current debt levels, or if we incur other liabilities, including contingent liabilities, in connection with an acquisition, the debt or liabilities could impose additional constraints and requirements on our business and operations, which could materially adversely affect our financial condition and results of operations. If we are not able to obtain such necessary financing, it could have an impact on our ability to consummate a substantial acquisition and execute our growth strategy. Also, consideration paid for any future acquisitions could include our Common Stock or other equity securities, which could cause dilution to existing stockholders and to earnings per share.

Our policy is to contribute sufficient amounts towards funding the pension plans 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 any such additional amounts as we determine to be appropriate. Key assumptions used to value our funding requirements include the discount rate, the expected long-term rate of return on pension plan assets, and other assumptions underlying actuarial methods which includesinclude salary increase,increases, mortality rates and demographics of the plan participants. If the actual trends in these factors are less favorable than our assumptions, we may need to contribute additional cash to fund our obligations under these plans, thereby reducing cash available to fund our operations or service our debt, which could have an adverse effect on our business, financial condition and results of operations. Further declines in the value of the plan investments or unfavorable changes in law, introductions of new legislation or regulations that govern pension plan funding, or impact of any relevant legal proceedings in any jurisdiction, could materially change the timing and amount of required funding. Additional large funding requirements could adversely affect our liquidity.

In May 2022, we executed an Amended and Restated Trademark License Agreement with American Express ("A&R Trademark License Agreement") pursuant to which we continue to license the American Express trademarks used in the American Express Global Business Travel brand, and we license the American Express trademarks used in the American Express GBT Meetings & Events brandbrands for an eleven yeareleven-year term. If we fail to comply with certain of our obligations under the A&R Trademark License Agreement or for other specified reasons (including, without limitation, if such trademark license materially and detrimentally impacts the validity, enforceability or value of the American Express trademarks, if certain net promoter scores or business customer satisfaction scores decline or other events occur constituting a “Major Brand Event” as such term is used in the A&R Trademark License Agreement, if such trademark license is no longer permitted under, or if we materially violate any, applicable banking laws, including the BHC Act, and if any of certain competitors of American Express become beneficial owners of more than a certain percentage of our equity securities), American Express can terminate the A&R Trademark License Agreement following applicable notice and/or satisfaction by American Express of certain conditions, provided that in certain circumstances we may be able to avoid termination through satisfaction of certain conditions. Following termination of the A&R Trademark License Agreement, including any failure to renew the license, we may be required to immediately cease using the licensed American Express trademarks used in certain of our brands and, in limited circumstances upon a termination by American Express for cause, pay liquidated damages to American Express, each of which could adversely affect our business, financial condition and results of operations.

Brand value can be severely damaged even by isolated incidents, particularly if the incidents receive considerable negative publicity or result in litigation. Some of these incidents may occur in the ordinary course of our business or the business of our partners or affiliates. Other incidents may arise from events that are or may be beyond our control and may damage our brands, such as actions taken (or not taken) by one or more travel suppliers, travel advisors, partners or affiliates relating to information security and data privacy, adverse publicity, litigation and claims, failure to maintain high ethical and moral standards for all of our operations and activities, failure to comply with local laws and regulations, and illegal activity targeted at us or others. If, under the A&R Trademark License Agreement, certain events impacting the licensed American Express trademarks used in certain of our businessbrands occur, we may be required to financially contribute to a fund to rehabilitate thethose licensed American Express trademarks used in our business and/or American Express may be entitled to terminate the A&R Trademark License Agreement. Our brand value could diminish significantly if any such incidents or other matters erode client confidence in us or in American Express with respect to thethose licensed American Express trademarks used in our business,trademarks, which may result in a decrease in client activity, our total travel advisor count and, ultimately, lower fees, which in turn could materially and adversely affect our business, financial condition and results of operations.

Our commitments under, and limitations imposed by, the A&R Trademark License Agreement for rights to the American Express trademarks used in certain of our business,brands, could adversely affect our business and result of operations.

As a condition of our license forto use the American Express trademarks used in ourthe business,American Express Global Business Travel and American Express GBT Meetings & Events brands, we are required to (i) offer, promote and market only American Express payment products to our current or potential clients, (ii) use commercially reasonable efforts to make American Express products and services the default and/or first payment option when our clients and their personnel use or otherwise select a payment method, and (iii) for each applicable country or jurisdiction in which American Express offers payment products, exclusively make American Express payment products available to our employees, each subject to certain exceptions. We are also limited in our ability to offer, promote, market or provide any scorecard or travel-related benefit to or through any American Express competitor, third-party travel agency or any other third-party, in each case as a card member benefit. These restrictions may prohibit us from entering into advantageous business opportunities with unrelated parties, which could adversely affect our business, financial condition and results of operations.

Our ability to provide best-in-class service to our travelers depends upon the use of sophisticated information technologies and systems, including technologies and systems used for reservation systems, communications, procurement and administrative systems. As our operations grow in both size and scope, we continuously need to improve and upgrade our systems and infrastructure to offer and provide support for an increasing number of travelers and travel providers enhanced products, services, features and functionality, while maintaining the reliability and integrity of our systems and infrastructure. We may fail to effectively scaleexpand and grow our systems and infrastructure to accommodate these increased demands. Further, our systems and infrastructure may not be adequately designed with the necessary reliability and redundancy to avoid performance delays or outages that could be harmful to our business, or could contain errors, bugs or vulnerabilities.

Our future success also depends on our ability to understand, adapt and respond to rapidly changing technologies in the travel industry that will allow us to address evolving industry standards and to improve the breadth, diversity and reliability of our services in a cost effectivecost-effective manner. We may not be successful, or may be less successful than our current or new competitors, in developing such technology, which would negatively impact our business and financial performance.

We have incorporated and may continue to incorporate certain artificial intelligenceintelligence, machine learning, data science, and similar technologies (collectively, "AI"), solutionsincluding third-party AI tools, into our operations.business operations and solutions. We may not be able to achieve the anticipated benefits of the AI initiatives, including expected costs savings. The use of AI also involves various operational, legal and competitive risks and challenges that could adversely affect our business.business, including cybersecurity vulnerabilities and evolving regulatory requirements across jurisdictions. The complex and evolving regulatory landscape surrounding AI technologies, including in respect of violations of intellectual property rights and data privacy concerns, creates compliance challenges and potential liability. The development and deployment of AI systems involve inherent technical complexities and uncertainties, and our AI systems may encounter unexpected technical difficulties, limitations or errors, including inaccuracies in data processing or flawed algorithms. In addition, ourOur competitors or other third parties may incorporate AI into their product development, product offerings, technology, and infrastructure operations and products more quickly or more successfully than us, which could impair our ability to compete effectively.effectively and adversely affect our business, financial condition and results of operations.

We rely on information technology ("IT") systems to service our clients and enable transactions to be processed on our platforms.

•assistance in conducting searches for airfares and to processprocessing air ticket bookings;

We or our travel suppliers and third-party service providers collect, use, analyze and transmit a large volume of personal information in processing travel transactions and delivering other travel-related products and services. There are numerous laws with a significant impact on our operations regarding privacy, cybersecurity and the storage, sharing, use, analysis, processing, transfer, disclosure and protection of personal information and consumer data,, the scope of which are changing, subject to differing interpretations, and may be inconsistent between states within a country or between countries. For example, the GDPR, UK GDPR and UK Data Protection Act impose numerous technical and operational obligations on processors and controllers of personal data and have resulted and will continue to result in significantly greater compliance burdens and costs for companies with users and operations in the EU and the United Kingdom.

Further, we are subject to evolving laws and regulations that dictate whether, how, and under what circumstances we can transfer, process and/or receive personal data. For example, in July 2020, the Court of Justice of the European Union ("CJEU") invalidated the “EU-US Privacy Shield,” a framework for transfers of personal data from the European Economic Area to the United States. While the same CJEU decision considered and left intact the Standard Contractual Clauses (“SCCs”), another mechanism to safeguard data transfers from the EU to third countries, including the United States, reliance on SCCs is subject to enhanced due diligence on the data importer’s national laws, according to the CJEU. Additional measures may have to accompany the SCCs for a transfer to be compliant. If a new transatlantic data transfer framework is not adopted and we are unable to continue to rely on SCCs or validly rely upon other alternative means of data transfers (such as the Binding Corporate Rules) from the European Economic Area or the United Kingdom to the United States and other countries where safeguards for transfers of personal data are required under the GDPR (and UK GDPR), we may be unable to operate material portions of our business in the European Economic Area or the United Kingdom as a result of the CJEU’s ruling and related guidance of competent European and national agencies, which would materially and adversely affect our business, financial condition, and results of operations. Additionally, if we are restricted from sharing data among our products and services, or if we are restricted from sharing data with our travel suppliers and third-party service providers, it could affect our ability to provide our services or the manner in which we provide our services. Our current data transfer practices may also be more closely reviewed by supervisory authorities and could become subject to private actions.

We, and our travel suppliers Partners and third-party service providers on our behalf, collect, use and transmit a large volume of personal information. The secure transmission of client information over the internet is essential in maintaining the confidence of travel suppliers and travelers. Substantial or ongoing data security breaches or cyber-attacks, whether instigated internally or externally on our system or other internet-based systems, expose us to a significant risk of loss, theft, the rendering inaccessible, improper disclosure or misappropriation of this information, and resulting regulatory actions, litigation (including class action litigation) and potential liability, damages and regulatory fines and penalties, and other related costs (including in connection with our investigation and remediation efforts), which could significantly affect our reputation and harm our business. Further, some of our third-party service providers, travel suppliers and other third parties may receive or store information, including client information provided by us. Our travel suppliers currently require most travelers to pay for their transactions with their credit card, especially in the United States. Increasingly sophisticated technological capabilitiescapabilities, including the use of AI and Shadow AI, pose greater cybersecurity threats and could result in a cyber-attack or a compromise or breach of the technology that we use to protect client transaction data. Any significant adverse change in any of these factors could have a material adverse effect on our business, results of operations and financial condition.

We develop and maintain systems and processes aimed at detecting and preventing data breaches and fraudulent activity, which require significant investment, maintenance and ongoing monitoring and updating as technologies and regulatory requirements change and as efforts to overcome security measures become more sophisticated. We may need to increase our security-related expenditures to maintain or increase our systems’ security in the future. Despite our efforts, the possibility of data breaches, malicious social engineeringengineering, Shadow AI and fraudulent or other malicious activities, deep fake attacks and human error or malfeasance cannot be eliminated entirely, and risks associated with each of these remain, including the unauthorized disclosure, release, gathering, monitoring, misuse, loss or destruction of confidential, proprietary and other information (including account data information), online accounts and systems. .InIn addition, to the extent we experience a cyber-attack or security breach, we may be unsuccessful in implementing remediation plans to address exposure and future harms.harm. It is possible that computer circumvention capabilities, new discoveries or advances or other developments, which change frequently and often are not recognized until launched against a target, could result in a compromise or breach of client data, even if we take all reasonable precautions, including to the extent required by law. These risks are likely to increase as we expand our offerings, expand internationally, integrate our products and services, increase our dependency and use of AI, and store and process more data, including personal information and other sensitive data. Further, if any of our third-party service providers, travel suppliers or other third parties with whom we share client data fail to implement adequate data-security practices or fail to comply with our terms and policies or otherwise suffer a network or other security breach, our clients’ information may be improperly accessed, used or disclosed. We maintain a comprehensive portfolio of insurance policies to meet both our legal obligations and to cover perceived risks within our business, including those related to cybersecurity. We believe that our coverage and the deductibles under these policies are adequate for the risks that we face.

Cyber-attacks are increasing in number and sophistication, are well-financed, in some cases supported by nation-state actors, and are designed to not only attack, but also to evade detection. Since the techniques used to obtain unauthorized access to systems, or to otherwise sabotage them, change frequently and are often not recognized until launched against a target, we may be unable to anticipate these techniques or to implement adequate detection or preventative measures. The emergence and maturation of artificial intelligenceAI capabilities has led to new and/or more sophisticated methods of attack, including fraud that relies upon “deep fake” impersonation technology, of which we have been a target, or other forms of generative automation that have scaled upincreased the effectiveness of cyber threat activity.

If a party (whether internal, external, an affiliate or unrelated third-partythird party) is able to circumvent our data security systems or those of the third parties with whom we share client information, or engage in cyber-attacks, such cyber-attacks or data breaches could result in such party obtaining our proprietary information, the loss, theft or inaccessibility of, unauthorized access to, or improper use or disclosure of, our clients’ data and/or significant interruptions in our operations. Cyber-attacks and security breaches could also result in severe damage to our IT infrastructure, including damage that could impair our ability to offer our services. In addition, cyber-attacks or security breaches could result in negative publicity, damage our reputation, divert management’s time and attention, increase our expenditure on cybersecurity measures, expose us to risk of loss or litigation and possible liability, subject us to regulatory penalties and sanctions (and lead to further enhanced regulatory oversight), or cause travelers and potential travel suppliers to lose confidence in our security and choose to use the services of our competitors, any of which would have a material adverse effect on our business, results of operations and financial condition. If such disruptions or breaches are not detected immediately, their effect and resulting impact could be compounded.

In addition, in recent years, in the jursdictionsjurisdictions in which we operate, there has been considerable patent, copyright, trademark, domain name, trade secret and other intellectual property development activity, as well as litigation, based on allegations of infringement, misappropriation or other violations of intellectual property. Furthermore, individuals and groups can purchase patents and other intellectual property assets for the purpose of making claims of infringement to extract settlements from companies like ours. We may be subject to claims of alleged infringement, misappropriation or other violation of the intellectual property rights of our competitors or other third parties in the operation of our businesses, including for our use of third-party intellectual property rights or our internally developed or acquired intellectual property, technologies and content. We cannot guarantee we have not, do not or will not infringe, misappropriate or otherwise violate the intellectual property rights of others. If we were to discover that our products or services infringe, misappropriate or otherwise violate the intellectual property rights of others, we may need to obtain licenses or implement workarounds that could be costly. We may not be able to obtain the necessary licenses on acceptable terms, or at all, or be able to implement workarounds successfully. Moreover, if we are sued for infringement, misappropriation or other violation of a third-party’s intellectual property rights and such claims are successfully asserted against us, we could be required to pay substantial damages or ongoing royalty payments or to indemnify our licensees, or could be enjoined from offering our products or services or using certain technologies or otherwise be subject to other unfavorable circumstances. Accordingly, our exposure to damages resulting from such claims could increase and this could further exhaust our financial and management resources. Even if intellectual property claims do not result in litigation or are resolved in our favor, these claims (regardless of their merit) and the time and resources necessary to resolve them, could divert the resources of our management and require significant expenditures. Any of the foregoing could prevent us from competing effectively and could have an adverse effect on our business, operating results and financial condition.

Because we are deemed to be “controlled” by American Express under the BHC Act, we are and will be subject to supervision, examination and regulation by the Federal Reserve which could adversely affect our future growth and our business, results of operations and financial condition.”

As further described in “Part I, Item 1. Business — Government Regulation,” because American Express “controls” us for the purposes of the BHC Act, we are and will be subject to supervision, examination and regulation by the Federal Reserve. The Federal Reserve has broad examination and enforcement power, including the power to impose substantial fines, limit dividends and other capital distributions, restrict our operations and acquisitions and require divestitures. As noted above, American Express is a bank holding company. In addition, American Express has elected to become a financial holding company, and as such it is authorized to engage in a broader range of financial and related activities. In order to remain eligible for financial holding company status, American Express must meet certain eligibility requirements. We and American Express engage in various activities permissible only for bank holding companies that have elected to become financial holding companies, including, in particular, providing travel agency services. If American Express fails to continue to meet eligibility requirements for financial holding company status, including as a result of actions by us, the financial condition and results of operations of American Express and us could be adversely affected, American Express and we may be restricted in our ability to engage in certain business activities or acquisitions, and ultimately, American Express and we could be required to discontinue certain activities permitted for financial holding companies or that rely on financial holding company status. Any of the foregoing, to the extent it occurs to us, could compromise our competitive position, particularly to the extent our competitors may not be subject to these same regulations. In addition, because acquisitions have been and are expected to continue to be a critical part of our growth strategy, any such limitations on our ability to engage in acquisition activity could inhibit our future growth and have a material adverse effect on our business, financial condition or results of operations. See “— Risks Relating to Employee Matters, Managing Our Growth and Other Risks Relating to Our BusinessBusiness.”.

You should read the following discussion and analysis of our financial condition and results of operations together with our consolidated financial statements, and the related notes, included elsewhere in this Annual Report. The discussion and analysis below presents our historical results as of and for the years ended on, the dates indicated. TheUnless historicalotherwise financialsindicated below, foror the periodcontext priorotherwise torequires, the Businessterms Combination, are those of GBT JerseyCo Limited and its subsidiaries that became predecessors of GBTG upon the consummation of the Business Combination and, depending on the context,, “we,” “us,” or “our,” couldrefer mean GBT JerseyCo and its subsidiaries orto GBTG and its subsidiaries.

We operate American Express Global Business Travel, a leading softwaretechnology and services company for travel, expense, and meetings & events. We haveare builtcommitted oneto ofoffering companies and their travelers access to the most valuable marketplacesmarketplace in business travel with comprehensive and competitive content. We offer a choice of software solutions for customersone simple reason: when people come together, great ideas come to access the Amex GBT marketplace, backed up by global teams for 24/7 support in over 140 countries.life.

__________________________________________________ n/m — not meaningful

For the year ended December 31, 2024,2025, TTV increased by $2,285$5,229 million, or 8%,17%, compared to the year ended December 31, 2023.2024, Thewith CWT contributing 12% of this growth with the remaining increase in TTV was primarily due to TransactionsTransaction Growth andGrowth, an increase in both average air transaction price drivenand byaverage hotel stay price and a higherfavorable ticketimpact prices,from mixforeign in international transactions and higher hotel roomexchange rates.

Transaction Growth (Decline) represents year-over-year increase or decrease as a percentage of the total transactions, including air, hotel, car rental, rail or other travel-related transactions, recorded at the time of booking, and is calculated on a net basis to exclude cancellations, refunds and exchanges. To calculate year-over-year growth or decline, we compare the total number of net transactions in the comparative previous period/year to the total number of net transactions in the current period in percentage terms. During 2024, we have amended our definition of Transaction Growth (Decline) and, we have presented Transaction Growth (Decline) on a net basis to exclude cancellations, refunds and exchanges as management believes this better aligns Transaction Growth (Decline) with the way we measure TTV and revenue. Prior period Transaction Growth percentages have been recalculated and represented to conform to current period presentation.

For the year ended December 31, 2024,2025, Transaction Growth was 5%14% compared to the year ended December 31, 2023.2024, Increasewith CWT contributing to 12% of this growth. The remaining increase in transactionTransaction growthGrowth for this period was primarily due to share gains and increased demand for business travel from our clients, with strong global multinational customer base performance offset by slower growth in small and medium enterprise customer base.clients.

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

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

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

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

We believe that the adjustments applied in presenting Adjusted Gross Profit, Adjusted Gross Profit Margin, EBITDA, Adjusted EBITDA, Adjusted EBITDA Margin and Adjusted Operating Expenses are appropriate to provide additional information to investors about certain material non-cash and other items that management believes are non-core to our underlying business. These non-GAAP measures supplement comparable GAAP measures in the evaluation of the effectiveness of our business strategies, to make budgeting decisions, and to compare our performance against that of other peer companies using similar measures. We furtheralso believe that theseAdjusted Gross Profit, Adjusted Gross Profit Margin, EBITDA, Adjusted EBITDA, Adjusted EBITDA Margin and Adjusted Operating Expenses are helpful supplemental measures to assist investors, potential investors and analysts in evaluating our operating results across reporting periods on a consistent basis.

Set forth below is a reconciliation of netAdjusted lossGross Profit to EBITDAGross and Adjusted EBITDA.Profit.

__________________________________________________ n/m — not meaningful (1)Net loss margin is calculated as net loss divided by revenue.

__________________________________________________ n/m — not meaningful (a)Includes (i) employee severance costs of $11$48 million, and $39$11 million for the years ended December 31, 20242025 and 2023,2024, respectively, (ii) accelerated amortization of operating lease ROU assets of $4$6 million and $7$4 million for the years ended December 31, 20242025 and 2023,2024, respectively, and (iii) contract costs related to abandoned leased facilities and other related costs of $2$4 million and $3$2 million for the years ended December 31, 20242025 and 2023,2024, respectively.

(fg)Adjusted Operating Expenses excludes (i) long-term incentive plan expense of $8$1 million and $19$8 million for the years ended December 31, 20242025 and 2023,2024, respectively, and (ii) legal and professional services costs of $5$2 million and $14$5 million for the years ended December 31, 20242025 and 2023,2024, respectively. Adjusted EBITDA additionally excludes (i) unrealized foreign exchange gainslosses (lossesgains) of $22$19 million and $(522) million for the years ended December 31, 20242025 and 2023,2024, respectively, and (ii) non-service component of our net periodic pension cost related to our defined benefit pension plans of $5$10 million and $5 million for the years ended December 31, 20242025 and 2023,2024, respectively.

For the year ended December 31, 2024,2025, our total revenue increased by $133$295 million, or 6%,12%, due to an increase in both Travel Revenue and Product and Professional Services Revenue. The increase in total revenue was driven by 5%$209 million of incremental revenue resulting from the CWT acquisition and an $86 million from Transaction Growth,Growth offsetand byincrease ain modestTTV. declineIncrease in revenue includes $34 million of 17favorable bpsforeign inexchange yield to 8% due to mix of non-TTV driven revenue and higher digital transactions. Yield is calculated as total revenue divided by TTV for the same period.impact.

Travel Revenue increased by $105$222 million, or 6%, primarily12%, due to 5%$151 increasemillion inof incremental revenue resulting from the CWT acquisition and $71 million due to Transaction Growth and an 8% increase in TTV. Increase in Travel Revenue includes $23 million of favorable foreign exchange impact.

Product and Professional Services Revenue increased $28$73 million, or 6%,15%, due to $20$58 million of incremental revenue resulting from the CWT acquisition, a $10 million increase in other professional services revenue and a $5 million increase in management feesfees. The increase in Product and $8Professional Services Revenue includes $11 million fromof increasedfavorable consultingforeign andexchange other professional services revenue.impact.

For the year ended December 31, 2024,2025, cost of revenue (excluding depreciation and amortization) increased by $6$118 million, or 1%,12%, primarily due to (i) additional$120 traveler care costsmillion of $59incremental millionexpenses toresulting managefrom the increaseCWT in transaction volumeacquisition and (ii) a$50 million related to higher employee headcount and merit increaseincreases, of $25 million in salaries and benefits,partially offset by (iii) $81$56 million productivity improvements primarily driven by reduction in expenses primarily due to cost savings initiatives. Increase in cost of revenue expenses (excluding depreciation and amortization) includes $22 million of unfavorable foreign exchange impact.

For the year ended December 31, 2024,2025, sales and marketing expenses increased by $6$42 million, or 2%,10%, primarily due to (i) higher$22 employee costsmillion of $10incremental millionexpenses toresulting supportfrom additionalthe transactionCWT volume,acquisition, (ii) $8a $19 million increasedincrease related to higher employee headcount and merit increases, (iii) an $11 million increase in costs to manage volume and support growth plans in hotel acceleration and small and medium enterprise customerclient base, (iv) a $5 million increase mainly due to professional services vendor spend, partially offset by (iiiv) a $19 million reduction ofin $12expenses millionprimarily due to cost savings initiatives. Increase in sales and marketing expenses includes $7 million of unfavorable foreign exchange impact.

For the year ended December 31, 2024,2025, technology and content increased by $29$85 million, or 7%,19%, primarily due to (i) $13a $44 million of incremental expenses resulting from the CWT acquisition, (ii) a $27 million increase mainlyrelated to higher employee headcount and merit increases and (iii) a $22 million increase to support growth plans in hotel acceleration and small and medium enterprise customerclient base, partially offset by (iiiv) $12an $11 million increasereduction in expenses due to additionalcost employeesavings headcount,initiatives. incentivesIncrease in technology and meritcontent increasesexpenses andincludes (iii) $7$10 million increaseof inunfavorable dataforeign processingexchange fees.impact.

For the year ended December 31, 2024,2025, general and administrative expenses increaseddecreased by $14$18 million, or 4%,6%, due to (i) increaseda mergers and acquisitions costs of $43 million for the pending acquisition of CWT, offset by (ii) $15$17 million decrease resulting from cost saving initiatives, (ii) a $15 million decrease in employee incentives , (iii) ana $11$10 million reductiondecrease relatedin tomergers lowerand integrationacquisitions expensescosts, and (iv) a $3$4 million reductiondecrease in integration costs, partially offset by (v) $24 million of priorincremental year costs incurredexpenses resulting from acceleratedthe amortizationCWT ofacquisition operatingand lease(vi) ROU$4 assets.million increase in head office and other corporate costs.

For the year ended December 31, 2024,2025, interest expense decreased by $26$20 million, or 19%.17%. The fixed rate margins were generally lower during the year ended December 31, 20242025 compared to the year ended December 31, 20232024 due to (i) improved leverage ratios under the Original Credit Agreement based on which margins were set and (ii) refinancing of term loans in July 20242024. withSubsequently, lowerin February 2025, we repriced our term loans that lowered the fixed rate margins.margins further (see note 13 - Long-term Debt). The changesreduction in variable interest rates didfurther reduced our interest expense in respect of a portion of debt not havecovered material impact due toby interest rate swaps being in place.hedges.

During the year ended December 31, 2025, we repriced our term loans in January 2025, that resulted in a loss on early extinguishment of debt of $2 million due to certain lenders leaving the consortium. In 2024, we refinanced our debt and repaid the entire principal amount of term loans outstanding under our Originalthen Creditexisting Agreement,credit agreement, including early prepayment penalty, and recognized a loss on early extinguishment of debt of $38 million.

For the year ended December 31, 2024,2025, the fair value of our derivative liabilities related to our earnout shares resulted in a chargecredit of $56$96 million to our consolidated statement of operations compared to a creditcharge of $13$56 million during the year ended December 31, 2023.2024. The increasedecrease in fair value of earnout derivative liability was mainly driven by the increasedecrease in our stock price and the lower remaining expected term of the earnout shares as of December 31, 2024.2025.

Other Income (Loss), Income, net

For the threesix months ended MarchJune 31,30, 2026, there were no material changes to the risk factors that were presented in our Annual Report on Form 10-K under Part I, Item IA. Risk Factors,otherFactors thanand asour reflectedFirst inQuarter theReport riskon factorsForm below.10-Q under Part II, Item 1A. Risk Factors. For further discussion on our risk factors, which could materially affect our business, financial condition and/or results of operations, refer to the section titled Risk Factors in our Annual Report on Form 10-K.10-K and our First Quarter Report on Form 10-Q. These are not the only risks facing the Company. Additional risks and uncertainties not currently known to us or that we currently deem to be immaterial also may materially adversely affect our business, financial condition and/or results of operations.

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

•other factors detailed under the heading “Risk Factors” in this Form 10-Q and10-Q, our Annual Report on Form 10-K for the year ended December 31, 2025 filed with the SEC on March 9, 2026 ("Annual Report on Form 10-K"). and our Quarterly Report on Form 10-Q for the three months ended March 31, 2026 filed with the SEC on May 11, 2026 ("First Quarter Report on Form 10-Q"); and

Should one or more of these risks or uncertainties materialize, or should any of our assumptions prove incorrect, actual results may vary in material respects from those projected in these forward-looking statements. These factors should not be construed as exhaustive and should be read in conjunction with the other forward-looking statements. The forward-looking statements relate to events only as of the date on which the statements are made. We undertake no obligation to update or revise any forward-looking statements, whether as a result of new information, future events or otherwise, except as may be required under applicable securities laws.

At the effective time of the Merger, each issued and outstanding share of our Class A common stock (other than certain excluded shares and shares held by stockholders who properly exercise appraisal rights) will be cancelled and converted into the right to receive $9.50 per share in cash, without interest thereon. In addition, at or immediately prior to the effective time, our outstanding equity awards, including stock options and restricted stock units, will be cancelled and converted into the right to receive cash payments based on the Merger consideration, subject to the terms of the Merger Agreement. See Note 181 - SubsequentBusiness EventsDescription and Basis of Presentation in Item 1 of this Form 10-Q for further details regarding the proposed Merger.

From time-to-time we pursue accretive acquisitions and have realized substantial growth through our acquisition strategy. In September 2025, we completed the acquisition of CWT and in December 2025, we obtained control over UVET Viaggi Turismo S.p.A. ("Uvet GBT"), through our majority representation on the board of directors of Uvet GBT. We consolidate the results of CWT and Uvet GBT since their respective dates of acquisition.

For the three months ended MarchJune 31,30, 2026, TTV increased by $4,593$4,546 million, or 54%57% , to $13,107$12,528 million compared to the three months ended MarchJune 31,30, 2025. For the six months ended June 30, 2026, TTV increased by $9,139 million or 55%, to $25,635 million compared to the six months ended June 30, 2025. The increase in TTV during both three months and six months ended June 30, 2025, was primarily due to consolidation of businesses acquired in prior year that contributed 40%43% and 41%, respectively, of this growth.growth for the three months and six months period ended June 30, 2026. The remaining increase in TTV during both the three and six months ended MarchJune 31,30, 2026 was primarily due to Transaction Growth, an increase in both average air transaction price and average hotel stay price and a favorable impact from foreign currency exchange rates.

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

Transaction Growth was 41%45% for the three months ended MarchJune 31,30, 2026 and was 43% for the six months ended June 30, 2026, due to consolidation of businesses acquired in prior year that contributed 38%41% and 39%, respectively, of this growth. The remaining Transaction Growth during both the three and six months ended MarchJune 31,30, 2026 was primarily due to share gains and increased demand for business travel from our clients.

(a)Includes (i) employee severance costs of $40$38 million and $4$11 million for the three months ended MarchJune 31,30, 2026 and 2025, respectively, and $78 million and $15 million for the six months ended June 30, 2026 and 2025, respectively, (ii) accelerated amortization of operating lease ROU assets of $5$4 million and $1 million for the three months ended MarchJune 31,30, 2026 and 2025, respectively, and $9 million and $1 million for the six months ended June 30, 2026 and 2025, respectively, and (iii) contract costs related to facility abandonment of $4$3 million and $1 million for the three months ended MarchJune 31,30, 2026.2026 and 2025, respectively, and $7 million and $1 million for the six months ended June 30, 2026 and 2025, respectively.

(f)Adjusted Operating Expenses excludes (i) long-term incentive plan expense of $1 million for the threesix months ended MarchJune 31,30, 2025, and (ii) legal and professional services (reversals) of $(1) million for the threesix months ended March 31, 2025. Adjusted EBITDA additionally excludes (i) unrealized foreign exchange gain (loss) of $5$9 million and $(710) million for the three months ended MarchJune 31,30, 2026 and 2025, respectively, and $14 million and $(17) million for the six months ended June 30, 2026 and 2025, respectively, and (ii) non-service component of our net periodic pension cost related to our defined benefit pension plans of $2 million$0 and $2$1 million for the three months ended MarchJune 31,30, 2026 and 2025, respectively, and $2 million and $3 million for the six months ended June 30, 2026 and 2025, respectively.

Three Months Ended MarchJune 31,30, 2026 Compared to Three Months Ended MarchJune 31,30, 2025

The following is a discussion of our results of the consolidated statements of operations for the three months ended MarchJune 31,30, 2026 and 2025:

For the three months ended MarchJune 31,30, 2026, our total revenue increased by $219$239 million, or 35%, primarily38%, due to an increase in both Travel Revenue and Product and Professional Services Revenue. The increase in total revenue was primarily driven by $174$175 million of incremental revenue resulting from consolidation of businesses acquired in prior year and $45a $64 million increase from Transaction Growth and an increase in TTV. IncreaseThe increase in revenue includes $21$4 million of favorable foreign exchange impact.

Travel Revenue increased by $166$193 millionmillion, or 33%38%, due to $132$137 million of incremental revenue resulting from consolidation of businesses acquired in the prior year and $34$56 million due to Transaction Growth and an increase in TTV. The increase in Travel Revenue includes $15$3 million of favorable foreign exchange impact.

For the three months ended MarchJune 31,30, 2026, cost of revenue (excluding depreciation and amortization) increased by $119$114 million, or 51%,47%, primarily due to (i) $96$98 million of incremental expenses resulting from consolidation of businesses acquired in the prior year, (ii) a $20$15 million increase to support volume growth and (iii) a $10 million increase related to higher employee headcount and merit increases, (iii) a $10 million increase to support volume growth, partially offset by (iiiiv) a $9$7 million of productivity improvements primarily driven by automation and cost savings initiatives. The increase in cost of revenue expenses (excluding depreciation and amortization) includes $13$3 million of unfavorable foreign exchange impact.

For the three months ended MarchJune 31,30, 2026, sales and marketing expenses increased by $23$12 million, or 23%,10%, primarily due to (i) $19$13 million of incremental expenses resulting from consolidation of businesses acquired in the prior year andyear, (ii) a $3$2 million increase to support volume growth and growth plans in SME client base.base and (iii) a $2 million increase in employee incentives, partially offset by (iv) a reduction in expenses of $4 million due to cost savings initiatives. The increase in sales and marketing expenses includes $4$1 million of unfavorable foreign exchange impact.

For the three months ended MarchJune 31,30, 2026, technology and content costs increased by $39$40 million, or 33%, primarily due to (i) $33$36 million of incremental expenses resulting from consolidation of businesses acquired in the prior year andyear, (ii) a $5$4 million increase in expenses to support our investments in strategic plans.Theplans, (iii) a $2 million increase inmainly technologydue andto contentproduct expensesservices includesvendor $3spend, partially offset by (iv) $4 million of unfavorablecost foreignsaving exchange impact.initiatives.

For the three months ended MarchJune 31,30, 2026, general and administrative expenses increased by $30$41 million, or 44%,60%, primarily due to (i) an $18 million increase in head office costs, including $7 million of employee incentives, (ii) incremental expenses of $24$17 million resulting from consolidation of businesses acquired in the prior year, (ii) an $8 million increase in head office costsyear and (iii) a $4$14 million increase in integration costs, partially offset by (iv) a reduction in expenses of $5 million due to cost savings initiatives and (v) a $3$6 million decrease in mergers and acquisitions costs.costs Theand increase(v) a reduction in general and administrative expenses includesof $1$3 million ofdue unfavorableto foreigncost exchangesavings impact.initiatives.

For the three months ended MarchJune 31,30, 2026, restructuring charges of $44$41 million related primarily to restructuring actions initiated by us following an evaluation of the combined business after completion of prior year acquisitions and other employee severance costs due to reduction in workforce to improve operational efficiencies (see note 6 - Restructuring, Exit and Related Charges to our consolidated financial statements included elsewhere in this Form 10-Q).

For the three months ended MarchJune 31,30, 2026, depreciation and amortization increased by $20$13 million, or 48%,33%, primarily due to incremental depreciation resulting from consolidation of businesses acquired in the prior year and an increase in amortization of capitalized software.

For the threesix months ended MarchJune 31,30, 2026, interest expense increased by $3$5 million, or 8%,7%, primarily due to debt repricing costs in January 2026 chargedexpensed to consolidated statements of operations as the transaction was generally considered modification of debt.debt Further,and duringdividends thedeclared threeto monthsmandatorily endedredeemable March 31, 2025, we benefited from recycling of gains on terminatednon-controlling interest ratein swapsubsidiaries, contracts,which includedwere withinclassified accumulated other comprehensive loss, that had previously loweredas interest expenses. However, unfavorable impact resulting from loss of this benefit in 2026 was partially offset by lower fixed rate interest margins from refinancing term loans in January 2026 and reduced variable interest rates on portion of unhedged debt.expense.

During the threesix months ended MarchJune 31,30, 2025, we recognized a loss on early extinguishment of debt of $2 million arising from repricing of term loans under our senior secured credit agreement in February 2025.

Fair Value MovementMovements on Earnout Derivative Liabilities

During the threesix months ended MarchJune 31,30, 2026, the fair value movement of our derivative liabilities related to our earnout shares resulted in a credit of $31$37 million to our consolidated statements of operations compared to a credit of $74$106 million during the threesix months ended MarchJune 31,30, 2025. TheTo decreasedetermine inthe fair value of earnout derivativeshares liabilityas duringof June 30, 2026, we considered the threeprobable monthsoutcomes endeda Marchmarket 31,participant 2026would wasconsider mainly driven byfor the decreaseMerger transaction that is reflected in our stockshare price and reduction in remaining expected termas of June 30, 2026. Consequently, we changed our valuation approach to a probability-weighted Monte Carlo simulation method to better reflect the new market participant assumptions under ASC 820. This methodology confirmed that the earnout shares aswould likely expire worthless, resulting in the reduction of Marchthe 31,corresponding 2026.liability.

For the threesix months ended MarchJune 31,30, 2026, other income (loss), net, increased by $12$32 million primarily due to favorable foreign exchange movements.

(Provision for) Benefit (Provision) forfrom Income Taxes

For the threesix months ended MarchJune 31,30, 2026 and 2025, we had income tax benefit (expense) of $42$40 million and $(2142) million, respectively, and our effective tax rate was 349.0%155.4% and (21.7%32.8%), respectively. Our effective tax rate for the threesix months ended MarchJune 31,30, 2026 was significantly different than the U.S. federal statutory corporate income tax rate of 21% due to a $32 million valuation allowance release in Germany,Germany and the non-taxable gain on the fair value movement on the earnout shares derivative liability, partially offset by the tax impact of non-deductible expenses. The impact of these items had a greater impact on the effective tax rate due to low pre-tax income. For the threesix months ended MarchJune 31,30, 2025, our effective tax rate was broadlyhigher in line withthan the U.S. federal statutory corporate income tax rate of 21% withdue to changes to the valuation allowance for deferred tax assets and the tax impact of non-deductible expensesexpenses, partially offset by the non-taxable gain on the fair value change in the earnout shares derivative liability during the period.

We maintain a level of liquidity sufficient to allow us to meet our cash needs in the short term. Over the long term, we manage our cash and capital structure with an intention to maintain our financial condition and flexibility for future strategic initiatives. Our principal sources of liquidity are typically cash flows generated from operations, cash available under the credit facilities as well as cash and cash equivalent balances on hand. As of MarchJune 31,30, 2026 and December 31, 2025, our cash and cash equivalent balances were $442$518 million and $434 million, respectively. During the threesix months ended MarchJune 31,30, 2026 and 2025, our net cash (used in) from operating activities was $(15)$127 million and $53$110 million, respectively, and our Free Cash Flow was $(52)$51 million and $26$53 million, respectively (See “— Free Cash Flow” for additional information about this non-GAAP measure and a reconciliation to the most directly comparable financial measure calculated in accordance with GAAP). As of MarchJune 31,30, 2026, our Revolving Credit Facility of $360 million under the Amended Credit Agreement remained fully undrawn; however, our full utilization of the $360 million of available commitments thereunder may be effectively limited with the leverage-based financial covenant requirements.

Cash Flows for the ThreeSix Months Ended MarchJune 31,30, 2026 Compared to the ThreeSix Months Ended MarchJune 31,30, 2025

As of MarchJune 31,30, 2026, we had $480$552 million of cash, cash equivalents and restricted cash, a marginalan increase of $1$73 million compared to December 31, 2025. The following discussion summarizes changes to our cash flows from operating, investing and financing activities for the threesix months ended MarchJune 31,30, 2026 compared to the threesix months ended MarchJune 31,30, 2025.

During the threesix months ended MarchJune 31,30, 2026, net cash (used in) from operating activities decreasedincreased by $68$17 million primarily due to (i) $37$29 million of cash outflowsinflows primarily resulting primarily from movement in working capital andcapital, (ii) $21 million of cash inflows from net income before considering non-cash items partially offset by (iii) loss of benefit of $31 million of cash inflows during the threesix months ended MarchJune 31,30, 2025 that resulted from termination of interest rate swap contracts.