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Item 1A. Risk Factors.”
We regularly assess risks from cybersecurity threats, monitor our information systems for potential vulnerabilities and test those systems pursuant to our cybersecurity policies, standards, processes and practices, which are integrated into our overall risk management system.
Our cybersecurity operations team manages all facets of cybersecurity monitoring including the deployment of AI-based tools for threat detection and incident triage, coordinating with managed services security providers and internal analysts across the Company.Our cybersecurity operations team manages all facets of cybersecurity monitoring, coordinating with managed services security providers and internal analysts across the Company. All employees are provided cybersecurity awareness training, which includes topics on our
To date, cybersecurity threats, including as a result of any previous cybersecurity incidents, have not materially affected and we believe are not reasonably likely to materially affect the Company, including its business strategy, results of operations or financial condition. 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. Refer to “Part I, Item 1A. Risk Factors” for additional description of cybersecurity risks and potential related impacts on the Company, including the risk factor captioned “Cybersecurity attacks, security breaches or incidents impacting our systems or data could adversely affect our ability to operate, could result in personal information and our proprietary information being lost, stolen, made inaccessible, improperly disclosed or misappropriated and may cause us to be held liable or subject to regulatory penalties and sanctions and to litigation (including class action litigation), which could have a material adverse effect on our reputation and business.Cybersecurity attacks or security breaches could adversely affect our ability to operate, could result in personal information and our proprietary information being lost, stolen, made inaccessible, improperly disclosed or misappropriated and may cause us to be held liable or subject to regulatory penalties and sanctions and to litigation (including class action litigation), which could have a material adverse effect on our reputation and business. ”
Our Chief Information Security Officer ("CISO"), in coordination with our Chief Information Technology Officer, is responsible for leading the assessment and management of cybersecurity risks. The current CISO has over 25 years of experience managing robust security programs, including in heavily regulated environments such as financial services. The CISO possesses extensive experience in information security, risk management, and technology governance, with a strong background in both strategic leadership and technical security operations. The CISO presents twice-per-year to the Risk Management and Compliance Committee on our cybersecurity program.
Should one or more of these risks or uncertainties materialize, or should any of our assumptions prove incorrect, actual results may vary in material respects from those projected in these forward-looking statements. We undertake no obligation to update or revise any forward-looking statements, whether as a result of new information, future events or otherwise, except as may be required under applicable securities laws.
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Website Disclosure
We file annual, quarterly and current reports, proxy statements and other information with the U.S. Securities and Exchange Commission ("SEC"). The SEC maintains an internet site where reports, proxy and information statements, and other information regarding issuers that file electronically with the SEC are available. Our SEC filings are available to the public at the SEC’s website at www.sec.gov and on our website at https://investors.amexglobalbusinesstravel.com/ free of charge as soon as reasonably practicable after such reports are electronically filed with or furnished to the SEC. Our website is https://www.amexglobalbusinesstravel.com/. Although we refer to our website in this Annual Report, the contents of our website are not included or incorporated by reference into this Annual Report. All references to our website in this Annual Report are intended to be inactive textual references only.
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PART I
References in this Annual Report to "GBTG," “GBT,” “we,” “us,” “our” or the “Company” are to Global Business Travel Group, Inc. and its consolidated subsidiaries. References to our “management” or our “management team” refer to our officers and directors.
Item 1. Business
Overview
American Express Global Business Travel, operated by Global Business Travel Group, Inc., a Delaware corporation, ("Amex GBT") is a leading technology and services company for travel, expense, and meetings & events. We are committed to offering companies and their travelers access to the most valuable marketplace in business travel for one simple reason: when people come together, great ideas come to life.
We believe business travel is a fundamental driver of progress and innovation that can be both transactional and transformational. Our comprehensive and competitive marketplace, industry-leading software, AI (as defined herein)-powered efficiencies and 24/7 global support team offer solutions, savings, and flexibility for companies of every size. We believe this is why Amex GBT is one of the most trusted brands in the industry, dedicated to enabling better business travel.1
During the year ended December 31, 2025, we generated total transaction value ("TTV") of approximately $36.3 billion, resulting in revenues of $2.72 billion, net income of $111 million, and Adjusted EBITDA of $532 million. See “Part II, Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations — Key Operating and Financial Metrics — Non-GAAP Financial Measures” for additional information about our non-GAAP measures and a reconciliation to the most directly comparable financial measures calculated in accordance with generally accepted accounting principles in the United States, consistently applied ("GAAP"). See “Part II, Item 7. Management’s Discussion and Analysis of Financial Conditions and Results of Operations — Key Operating and Financial Metrics — Non-GAAP Financial Measures” for additional information about our non-GAAP measures and a reconciliation to the most directly comparable financial measures calculated in accordance with generally accepted accounting principles, consistently applied ("GAAP").
Our operations are headquartered in London, United Kingdom. As of December 31, 2025, we had over 27,000 employees worldwide with a proprietary presence or operations in 49 countries. We expand our reach to service clients in the rest of the world through our Travel Partner Network, Egencia Global Alliance ("EGA"), and CWT Global Partner Network (collectively, the "Partner Networks" and, each individual partner, a "Partner"), consisting of third-party travel management companies ("TMCs") who may operate locally under the American Express Global Business Travel, Egencia and CWT Brands. According to the Global Business Travel Association ("GBTA"), the 49 countries in which we have a proprietary presence represent approximately 92% of business travel spend worldwide.
American Express Company (collectively with its subsidiaries, "American Express") is a bank holding company ("BHC") under the Bank Holding Company Act of 1956, as amended ("BHC Act"), and is therefore subject to supervision, regulation and examination by U.S. bank regulatory authorities. Because and for so long as American Express “controls” Amex GBT for the purposes of the BHC Act, Amex GBT is subject to certain bank regulatory requirements and restrictions. Because and for so long as American Express “controls” GBT for the purposes of the BHC Act, GBT is subject to certain bank regulatory requirements and restrictions. For additional information, see “Part I, Item 1A. Risk Factors — Risks Relating to Regulatory, Tax and Litigation Matters,” “Part I, Item 1. Business — Government Regulation — Banking Regulation,” “Part I, Item 1. Business — Government Regulation — Activities” and “Part I, Item 1. Business — Government Regulation — Acquisitions and Investments.”
Our business is susceptible to substantial disruptions, as described in “Part I, Item 1A. Risk Factors” and elsewhere in this Annual Report.Risk Factors” and elsewhere in this Annual Report.
1 American Express and certain associated logos are trademarks of American Express, used in approved formats by GBT Travel Services UK Limited and its authorized sublicensees pursuant to a limited license. American Express holds a minority interest in Global Business Travel Group, Inc. (NYSE: GBTG), which operates as a separate company from American Express.
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American Express Global Business Travel is built on the idea that "Great Ideas Travel."
We believe that when people come together, something magical happens. Ideas spark, connections form, and possibilities emerge that could never happen through a screen or on a piece of paper. We are helping businesses move forward because we help ideas move forward. And the further ideas travel, the further companies can grow. At our core we believe:
•At a time of fast-paced technological, political and social change and macroeconomic uncertainty, Amex GBT is championing the importance of bringing people together.
•"Great Ideas Travel" embodies our belief that business travel drives innovation, growth and connections.
•The most important time to bring people together is when companies are trying to manage through change and uncertainty; the conditions businesses are facing today are exactly the time leaders should be accelerating bringing people together.
•Being in person is a differentiator that sparks memorable moments and action. The simple gesture of being in person goes a long way.
The brand position, “Great Ideas Travel,” motivates Amex GBT to operate on a higher standard in relation to all aspects of the travel industry, including the environment, social responsibility and corporate governance, all of which are integral to our success with business clients and suppliers, and a major factor in attracting and retaining the best talent in the industry.
Value Proposition
We serve and create value for clients and travel suppliers in two ways: (i) by providing the most comprehensive and competitive content through the Amex GBT marketplace, enabling travel through content and distribution, expert service, partnerships, and (ii) by offering the data and insights through a suite of travel and expense software and professional services built on a proprietary AI-powered modern technology platform that enables effective and efficient management of business travel programs.
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Who we serve
Clients: We are proud to serve clients globally across diverse industries, including financial services, industrial, technology, healthcare, and legal sectors. Our client base is highly diversified, with no single client exceeding 2% of revenue. Small and medium-sized enterprises ("SME") clients represented approximately 46% of our total transaction value in 2025. We help clients of all sizes drive significant cost savings by aggregating diverse business travel content across air, hotels, car rentals, and ancillary services, negotiating differentiated fares and added benefits and ensuring compliance and traveler safety through advanced travel management capabilities.
Travel Suppliers: The hub of our business is our marketplace, where we connect travel suppliers, including over 700 airlines, 160 rail providers, 1.3 million hotel properties and other leading travel suppliers with one of the largest and most in demand sources of business travel globally; clients who have higher average ticket values and greater premium cabin usage compared to typical business-to-business ("B2B") travel benchmarks. We believe our client profile is particularly valuable to travel suppliers due to its higher profitability and the cost-effectiveness of reaching it through our platform versus direct marketing. By providing efficient access to a large, high-value business traveler base, our platform is built to deliver significant value for suppliers, further enhanced by advanced retail, analytics and servicing capabilities that enable Amex GBT to act as an extension of the supplier sales force to our clients.
What we offer
Amex GBT Marketplace: Amex GBT's marketplace reflects our commitment to business travel. It uses AI-powered data analysis to better understand the individual traveler and provide the best fares and rates available at the time of the search. We provide value for both sides of the travel marketplace, providing the content, negotiated rates, and a data-first approach to booking, product offering, monitoring, and technology that maximizes benefits for clients and travel suppliers. We are able to further support savings by offering benefits like our reshopping tools, which are the result of combining proprietary technology with our relationships with travel suppliers. We provide our clients with the data and the insights that they require to negotiate with suppliers and maximize savings, including a dashboard for new distribution capability ("NDC")-enabled bookings. The intelligent marketplace brings richer, expanded data, including expense and payments, and uses technology to analyze that data and bring actionable insights to the travel buyer.
Bringing together content from multiple sources, Amex GBT is a platform where clients benefit from exclusive corporate negotiated air fares and hotel rates, Amex GBT Preferred Rates, and extensive content from Aggregators, Low-Cost Carriers, Booking.com and Expedia, including extensive NDC content. We offer a curated marketplace consistently displaying all of the content clients require across all channels based on their savings and policy objectives.
Travel and Expense Software: What differentiates us from other travel platforms is the breadth and competitiveness of our content. Our proprietary travel solutions pull content from hundreds of airlines, thousands of hotels, and some of travel’s most experienced vendors, specialists, and other resources, offering clients the benefit of negotiated rates and fares, exclusive travel content, and constant monitoring to assess and correct any gaps. With the expertise to understand client preferences and provide content that helps them achieve their travel policy objectives, Amex GBT offers six unique, customizable travel solutions:
•Amex GBT Egencia - For businesses needing a configurable digital travel and expense platform powered by AI with a personalized, digital experience providing complete oversight and control across their program.
•Complete by SAP Concur and Amex GBT - A new co-developed next-gen travel and expense solution for businesses needing an AI-powered, fully customizable global solution, with a unified user experience across travel and expense. Complete seamlessly integrates the SAP ecosystem with Amex GBT’s leading marketplace and servicing capabilities.
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•Amex GBT Neo - For businesses preferring customizable global travel, clients work with us to design and build their travel and expense program. We manage their entire program by combining our leading travel and expense platform, with customized servicing options, giving oversight and control across their program.
•Amex GBT Select - For businesses preferring a flexible solution integrating their existing technology with our marketplace and configurable servicing options. They can build a tailored program to give insight and control across their travel spend.
•Amex GBT Ovation - For businesses preferring a higher touch travel solution and personalized corporate travel servicing. The Amex GBT Ovation solution, including Lawyers Travel, caters to clients who prefer to speak to our travel experts as well as use our technology.
•CWTSatoTravel - For military and government agencies, as well as related organizations subject to government regulations, policies and programs. Our processes comply with government requirements, including around information security and data segregation. We manage and provide official travel policy-compliant services and leisure travel to government entities and their travelers.
Across all solutions, our clients benefit from dedicated relationship managers with industry expertise in travel and expense management, multichannel service delivery worldwide, and comprehensive data and analytics capabilities that enable cost optimization, duty of care compliance, and carbon impact transparency. We provide industry-specialized solutions tailored to sectors with unique requirements, such as pharmaceuticals, energy, mining, and marine. Additionally, our clients benefit from heightened BHC level compliance standards, proactive risk management across all risk categories and robust governance and control frameworks encompassing cybersecurity, data protection and third-party oversight programs.
Professional Services: Our commitment to bringing great ideas together is reflected in our specialized professional services including Amex GBT Meetings & Events and Amex GBT Consulting. We are constantly innovating, investing in, and applying technology to our meetings and events offerings. Our services are built on critical components our clients require, such as account management, sustainability solutions, and in-depth reporting. Amex GBT Meetings & Events helps business travelers come together and engage in unique settings and experiences that leave a lasting impact for attendees, companies and brands. We believe that these opportunities offer maximum return on investment for our business clients. Similarly, Amex GBT Consulting provides strategic guidance and tailored solutions to optimize corporate travel programs, enhance cost savings, improve traveler experience, and maintain policy compliance. For very specific industries like sports professionals, TV and film production and global sports broadcasting companies, GBT Sports & Entertainment provides tailored travel services for these creative, technology-forward industries.
Leading AI-Powered Platform: We use proprietary AI across our platform. Connected to one of the largest and richest travel datasets in the industry, our AI-powered solutions are built to enhance the traveler experience and operational efficiency, offer natural language virtual assistants, personalized recommendations, automatic rate optimization tools, and savings identification capabilities. In addition, our technology provides businesses enhanced traveler insights, competitive fare analysis, and advanced data analytics. We are systematically deploying next-generation AI technologies while maintaining rigorous governance and data security standards. In traveler care, AI coaches and knowledge assistants support our travel counselors and enhance operational insights. In finance, AI supports revenue assurance and contract reconciliation. In engineering, coding assistants improve development productivity and code performance. Additionally, AI tools enhance workplace productivity across our organization. We have now reached an inflection point for AI to accelerate value creation in three ways: revolutionize the customer experience, power the agentic transformation of B2B travel and reduce operating costs.
Industry Overview and Competitive Landscape
Over the past 60 years, travel and tourism has been one of the largest and fastest-growing economic sectors. Travel and tourism was responsible for driving $11.7 trillion in spend, or 10.3% of global gross domestic product ("GDP") in 2024, according to the World Travel & Tourism Council (“Travel & Tourism: Economic Impact 2025,” August 2025).
The travel industry has two distinct sectors: leisure travel, in which individuals plan and book their own personal travel, and business travel, which serves individuals or employees that require travel for business needs and meetings. We focus on business travel.
The business travel sector is further divided into two categories: unmanaged or managed. In a company where travel is unmanaged, business travelers essentially purchase travel on their own, purchasing travel and services from B2C (as defined herein) channels largely outside of the company's immediate oversight and control. We offer companies a
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valuable alternative: managed travel. Managing travel through a TMC offers savings from demand aggregation, access to supplier content, effective fulfillment of business clients’ requirements to ensure the safety and well-being of their employees when traveling for business, and enhanced control over travel spending, among many other benefits. Through a TMC, business clients benefit from savings from demand aggregation, access to supplier content, effective fulfillment of business clients’ obligations to ensure the safety and well-being of their employees when traveling for business, and enhanced control over travel spending, among many other benefits.
According to the GBTA, global business travel was estimated to be a $1.57 trillion industry in 2025 and global business travel spend is projected to surpass $2 trillion by 2029 ("2025 Business Travel Index Outlook," July 2025). We believe this growth evidences the sustained role business travel plays as a driver of business and economic growth around the world. We believe this growth, in excess of real GDP growth, evidences the sustained role business travel plays as a driver of business and economic growth around the world. Amex GBT is also growing integrated travel adjacent offerings, notably expense management. According to International Data Corporation, travel and expense management software was estimated as a $2.9 billion industry in 2023 by revenue.
We estimate that approximately 30-40% of business travel spend in the United States and Europe was managed in 2024. We believe that a majority of unmanaged business travel spend is driven by SMEs, which could provide us with a significant growth opportunity given our strong SME client base in B2B travel. Additionally, we believe that the growth trend in our SME business, as well as the number of TMCs that currently focus on SMEs, is indicative of a greater demand for managed travel by SMEs. Additionally, we estimate that the growth trends in our SME business, as well as the number of TMCs that currently focus on SMEs, indicate a greater demand for managed travel by SMEs. We believe this industry shift to managed travel is supported by sustainable, long-term trends including increasingly fragmented content and opacity of best fares, increasing need for visibility and control of spend and growing emphasis on employee safety and well-being. We estimate that the top 10 TMCs in aggregate accounted for approximately $99 billion in business travel TTV in 2024, or less than 6% of total business travel spend worldwide.
Business travel clients have a wide range of requirements, preferences and priorities, and many TMCs focus on core capabilities aligned with the expectations of their target clients. As a leading software and services company for travel, expense, and meetings & events in a fragmented TMC industry, we offer our clients unrivaled choice, unrivaled value and unrivaled experiences. We believe this differentiation is further enhanced by our reputation and trusted brand. We believe this differentiation is further enhanced by our brand promise. In an industry of constant change, based on three industry-recognized differentiators, we believe Amex GBT’s ability to move business travel is unrivaled:
Unrivaled Choice
Amex GBT clients have access to a curated marketplace through a range of solutions designed to meet a range of diverse client requirements. Our solutions are recognized as leading in their target segments and collectively considered one of the industry's strongest portfolios of travel and expense solutions.
Unrivaled Value
Amex GBT offers clients control and value, resulting in the ability to access comprehensive content while realizing exceptional value, delivering savings to travelers and providing value to suppliers, benefitting both sides of the marketplace. Supported by AI-powered data analysis that can be built effectively and securely, resulting in clients with more choice in carriers than any individual could offer, allowing us to beat direct pricing almost every time.
Unrivaled Experience
Many travelers are excited by, and want ownership of, the digital experience. But travel is also a human business, so we offer both, cutting edge proprietary technology, and 24/7 global client service. Our AI offering, built on a modern platform, enables both the intuitive traveler and the client to contribute to the success of the platform. This digital experience is often a driver of the buying decision, especially when offered with seamless access to the expertise of our travel counselors and client relationship managers.
A Higher Standard, A Trusted Brand
In addition to offering unrivaled choice, unrivaled value and an unrivaled experience, integral to our success with clients and suppliers, and our ability to attract and retain the best talent in the industry, is our belief in operating at a higher standard as it relates to the environment, social responsibility, and corporate governance. This is the cornerstone of our brand promise. We continually work and invest in our risk management framework, governance structures, practices and procedures to meet this higher standard.
In a time when our industry is undergoing accelerated change, we believe that we benefit from our reputation for service, our capacity and capability to adapt to emerging needs and preferences, and our ability to invest in better solutions, and that these attributes will continue to support our business in the future. 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.
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Our Competitive Strengths
We have an uncompromising passion for travel, expertise in bringing people together, and the ability to make travel easier. We believe our passion for travel is what differentiates us within the industry, driven by our commitment to create value for our clients and to build omni-technology. We believe our success and historical performance is due to the following competitive strengths:
•Amex GBT was named as one of the world’s leading companies for travel and expense by 2024 TTV with a diverse portfolio of travel management services serving business clients (“2025 Power List,” June 2025, Travel Weekly);
•We are a highly accretive business model that delivers increasing value to clients and suppliers, with capacity to invest;
•Our attractive financial profile with diversified revenue streams and a flexible cost structure;
•Our proven track record of enhancing value through strategic acquisitions and alliances;
•Our high-quality client base with attractive retention rates and new business growth;
•Our traveler-centric, omnichannel service model;
•Trusted relationships with top-tier travel suppliers driven by value proposition;
•Leading industry standards in relation to the environment, social responsibility and corporate governance; and
•Our management team with industry-leading travel experience.
A Leading Technology and Services Company for Travel and Expense by 2024 TTV with a Diverse Portfolio of Leading Travel and Expense Solutions
According to Travel Weekly, based on 2024 TTV, we are one of the world’s leading B2B travel platforms and a leading platform in travel (after leading B2C travel platforms such as Expedia and Booking Holdings Inc.). We offer technology and services in travel and expense designed to provide solutions to demand and supply fragmentation. We offer software and services in travel and expense designed to provide solutions to demand and supply fragmentation. We provide travel suppliers with a cost-efficient channel to reach business clients and business travelers. We own parts of the distribution value chain, including technology, that enable us to differentiate our service and deliver excellence in client and traveler experiences. We deliver an expansive suite of professional and technology services to clients in addition to superior traveler services.
We believe these capabilities, services, technologies and our comprehensive marketplace contribute to the value of our B2B model.We distinguish ourselves from other B2B travel providers through our portfolio of solutions that target premium demand segments in business travel with tailored value propositions.
•Offering an extensive suite of proprietary and third-party technology through our Complete, Amex GBT Select and Amex GBT Neo solutions, respectively, we serve a range of business clients and offer complete business travel and expense solutions that can be designed and configured around client expectations and requirements to be fully integrated into client environments.
•Our Ovation offerings (including the Lawyers Travel service) focus on clients specializing in providing high-touch TMC service with deep strength in selected industries, including the legal, private equity and entertainment industries.
•Amex GBT Egencia is focused on integrated software solutions. We believe the Amex GBT Egencia platform is simple and easy to use, provides the “look and feel” of a consumer platform for travelers, and features intuitive integrated travel and expense management solutions. The Egencia platform is simple and easy to use, provides the “look and feel” of a consumer platform for travelers, and features intuitive integrated travel management solutions.
We supplement our diverse portfolio of travel management technology and services, which target attractive segments in B2B travel, with our partner solutions proposition.We supplement our diverse portfolio of leading travel management software and services, which target attractive segments in B2B travel, with our GBT Partner Solutions proposition. We believe that the combination of our brands and partner solutions provides us with growth opportunities and capacity for investment in our platform at the center of the Amex GBT Flywheel (as defined below) and distinguishes us from our competitors. We believe that the combination of our brands and partner solutions provides us with growth options, scalability and capacity for investment in our platform that powers the GBT Flywheel and distinguishes us from our competitors.
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A Highly Accretive Business Model that Delivers Increasing Value to Clients and Suppliers and Capacity to Invest
We have built a platform that brings together people and ideas by offering content from a myriad of sources. This is one of our competitive advantages. As noted in our flywheel below ("Amex GBT Flywheel"), our business model benefits both the traveler and travel supplier and is driven by a network of global connections that drive value for all users of our platform.
•We deliver value to all our clients through constant innovation in areas like AI technology that tailors travel experiences and our differentiated software delivering comprehensive and exclusive content and experiences backed by high-quality service. We deliver this through the compelling combination of individualized value propositions targeted at attractive client segments in business travel reinforced by our diverse portfolio of travel management services, and the significant value created by the Amex GBT platform. We deliver this through the compelling combination of tailored value propositions targeted at attractive client segments in business travel reinforced by our diverse portfolio of leading travel management services, and the significant value created by the GBT platform that powers our services and our Network Partners.
•We have one of the largest concentrations of premium demand in travel worldwide. Business travel is important to travel suppliers due to its significant contribution to profitability driven by more first and business class cabin bookings, fewer advance purchases and more flexible tickets. By aggregating business travel demand, we are a valuable partner to travel suppliers.
•Our platform provides travel suppliers with efficient access to our valuable client base, creating a strong incentive for travel suppliers to deliver more content, better experiences and increased savings. Serving high value business clients requires a significant investment in technology, service resources, infrastructure and capabilities. Serving high value business clients is a significant investment in technology, service resources, infrastructure and capabilities. Our efficient platform enables us to make and sustain this investment at compelling economics for both clients and travel suppliers. This creates margin headroom for travel suppliers to offer differentiated value through savings, content and experiences commensurate with the differentiated value of this demand to them. These savings and benefits make our value proposition even more compelling for our clients. Moreover, we benefit from premium economics and capacity to invest in our platform and in the inorganic expansion of platform and capability. Our clients and suppliers benefit from the incremental value created by these investments through more services and solutions, better client and traveler experiences and a more efficient platform.
•Our end-to-end ownership of our technology platform, from connectivity to sources that supply to our point of sale, allows us to deploy investments efficiently and generate extensive benefits for our clients and travel suppliers.
We believe that our continued innovation and the development of our platform makes us more competitive.We believe that our continued innovation and development of our platform makes us more competitive.
Attractive Financial Profile with Diversified Revenue Streams and a Flexible Cost Structure
Our types and sources of revenue are highly diversified. We receive revenue from clients, travel suppliers and Partner Network for air, hotel, car rental, rail or other travel-related transactions as well as a broad range of non-transaction related products and services. We receive revenue from clients, travel suppliers and Network Partners for air, hotel, car rental, rail or other travel-related transactions as well as a broad range of non-transaction related products and services. No single client accounted for more than 2% of our revenue in 2025.
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We generate revenue in two primary ways: (1) fees and other revenues relating to processing and servicing travel transactions received from clients and travel suppliers (“Travel Revenues”) and (2) revenues for the provision of products and professional services not directly related to transactions received from clients, travel suppliers and Partner Network (“Product and Professional Service Revenues”).
Travel Revenues: Travel Revenues include all revenue relating to servicing a travel transaction, which can be air, hotel, car rental, rail or other travel-related bookings or reservations, cancellations, exchanges or refunds and comprised 79% of our total revenue in 2025. The major components of our Travel Revenues are:
•Client Fees: We typically charge clients transaction fees for arranging travel.
•Supplier Fees: Travel suppliers pay us for distributing and promoting their content. The mechanism varies by supplier, but the amount is usually a volume-linked fee. This includes fees from the three major Global Distribution Systems (“GDSs"). This includes fees from the three major GDSs.
Travel Revenues are primarily driven by transaction volumes, with volume floors included in some of our client contracts.
Product and Professional Services Revenues: We receive revenue from clients, travel suppliers and Partner Network for using our platform, products, and value-added services. Product and Professional Services Revenues, which comprised 21% of our total revenue in 2025, are not directly driven by transaction volume.
•Management Fees: Clients pay us management fees to provide a dedicated staffing pool to serve their travelers for part or all of their business travel.
•Meetings and Events Revenue: We charge clients fees for booking, planning and managing meetings and events.
•Consulting Revenues: Consulting services are usually a fixed fee for delivery of a certain engagement (such as company travel policy design).
•Product and Other Revenues: We charge clients subscription fees for a broad range of business travel management tools for their travel programs. Other revenues typically include certain marketing and advertising fees from travel suppliers.
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This revenue mix allows us to mitigate volume downside risk while benefiting from growth in our business as well as the underlying growth in the B2B travel industry. Business resilience is further enhanced by our flexible cost structure, enabling us to quickly and efficiently react to changes in the demand for travel management services.Business resilience is further enhanced by our flexible cost structure, enabling us to quickly and efficiently react to changes in the demand for travel management services.
Cutting-Edge Proprietary Technology Platform Seamlessly Integrated into our Operations
Since our formation in 2014, we have consistently invested capital to create a global platform that serves travel distribution, servicing and business travel programs. In October 2025, Amex GBT announced a strategic alliance with SAP to co-develop a new integrated AI-powered platform called Complete, which will combine booking, servicing, payments and expense integration into one experience. We are also integrating Concur Expense with Amex GBT Egencia as part of a next-gen launch in 2026 with new AI features and user experience to capture the large and profitable SME opportunity.
In addition, we continue to implement focused, high-impact enhancements to our technology platform and solutions to continually improve our value proposition to our clients, travel suppliers and Partner Network. We continue to implement focused, high-impact enhancements to our technology platform and solutions to continually improve our value proposition to our clients, travel suppliers and Network Partners. The platform has been developed in a way to not only enable our owned and operated technology, but to power the travel technology ecosystem offering a greater range of technology choices for our clients to meet their preferences and make the right strategic decisions for their program. And, when travelers need to talk to a person, they can always do so. This is part of our compelling offer: travel enhanced by Agentic AI, industry insights and data, and personalized experience, without forgetting this is an industry built on the need for people to meet in person. We believe the future is human, enabled by technology.
Our technology investment has centered on three key strategic goals:
•Creating a custom-built technology infrastructure that expertly offers solutions and supports third-party applications while maintaining robust privacy and data security;
•Developing an omnichannel core platform capable of supporting a global travel program, including a marketplace that provides content for our clients and seamless distribution for our travel suppliers; and
•Creating seamless travel experiences founded upon an integrated suite of solutions.
The core platform today is built on a flexible, modern, fully-cloud based infrastructure (with some client specific exceptions for data residency requirements), which enables efficient, consistent, operations and solutions delivered globally. Our solutions bring together a robust set of capabilities that meet the requirements of travel programs of all sizes as well as the most digitally savvy frequent travelers. Travel management solutions include policy and compliance management, trip approvals, unused ticket management, full featured reporting (including data, analytics and insights), traveler care tools designed to help ensure traveler safety and well-being, and continuous rate search. For the traveler, a digital suite of solutions enables information, communication, booking and travel management where they want it to be:
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online, on mobile and by e-mail, as well as by chat with travel counselors. Our platform also supports our travel counselors, enabling personalized servicing and proactive traveler care.
Through Complete, Amex GBT Select and Amex GBT Neo, our platform supports over 70 distinct technology-enabled products and integrates seamlessly with more than 250 third-party and proprietary solutions, each designed to address specific, high impact client needs. Our tailored offerings provide clients with differentiated, integrated travel and expense management capabilities: Complete combines Amex GBT and SAP Concur software and services for clients within the SAP ecosystem, while Amex GBT Neo delivers dedicated online booking and expense management tools for clients outside that ecosystem. Additionally, the Amex GBT Select store enables clients to integrate with all major third-party online booking tools, providing maximum flexibility and choice.
With Amex GBT Egencia, we offer integrated end-to-end B2B software that automatically syncs every travel booking in near real time. Fast and streamlined, with all aspects of travel management in one place, Amex GBT Egencia is also now fully integrated with the core platform and technology infrastructure, offering benefits like single sign-on, expense tracking and data reconciliation. The AI-native technology behind Amex GBT Egencia has provided a unified platform offering both travel and expense solutions, designed to serve travelers and clients with a differentiated digital experience as well as a tool for human agents to support servicing of our clients.
Our technology is also designed to support innovation and new product development. We were an early adopter of AI and machine learning in the B2B travel space. For example, Amex GBT Egencia incorporates significant AI capabilities in everything from determining the best travel choices based on intent to a large language model ("LLM") anchored help center. Additionally, we are implementing automation and augmentation solutions including sentiment analysis, voice to text and LLMs to increase servicing efficiency.
We continue to invest in technology to deliver the strategic goals of the business. We are expanding the availability of content proactively by increasing the connectivity and the functionality of our Amex GBT marketplace in a changing supplier landscape. We are also enhancing the buying experience for travelers using the most advanced technologies available, using our strong AI foundations to find and book the best content, for an individual or a group, based on traveler preferences and company policies. Our flexible platform also enables us to accelerate adoption of AI and automation throughout our operations, driving margin accretion and capacity for further investment.
Proven Track Record of Enhancing Value through Strategic Acquisitions and Alliances
Since our formation in 2014, our singular focus on creating a travel marketplace dedicated to the idea that great ideas should travel more seamlessly, has allowed us to continuously expand our capabilities, integrate new brands through acquisitions, and invest in developing our products and platform and build strategic alliances with leading industry partners. The pursuit of strategic acquisitions and alliances has allowed us to expand our business, complementing our organic growth strategy, and further driving our ability to accomplish our long-term strategic goals. Through our acquisition of KDS in October 2016, we strengthened our platform and digital capabilities with the Amex GBT Neo online booking and expense platform, our next-generation platform to engage with travelers through digital channels. The acquisition of Hogg Robinson Group Limited, a global B2B services company specializing in travel management, complemented our geographical footprint with the ability to offer enhanced service to our clients in key regions, and broadened our product and technology capabilities. AI has been a core part of our strategy for five years, enhancing client savings while helping us be more productive as a business. We added AI and machine learning capabilities to our portfolio in 2020 when we acquired 30 Seconds to Fly. With the acquisition in 2021 of Ovation Travel, LLC, which includes Ovation, Ovation Vacations and Lawyers Travel brands (collectively, "Ovation") we were able to add a high-touch service. With our 2021 acquisition of Egencia from Expedia Group, Inc., we substantially enhanced our capabilities with Egencia’s software solution specifically built for “digital-first” clients who want a seamless program that delivers full traveler tools and control at a lower cost. In September 2025, we completed the acquisition of CWT, offering approximately 2,000 clients access to Amex GBT’s suite of proprietary travel and expense software solutions, as well as strengthening our offerings in key industry verticals including Government, Defense and Military and Energy Mining and Marine. In October 2025, we entered into a new strategic alliance with SAP Concur to deliver more client and supplier value through the creation of new products and experiences. As part of this alliance, we launched Complete by SAP Concur and Amex GBT, offering our mutual clients a new co-developed solution offering enhanced AI-powered experiences consistent across all channels, richer airline, hotel, rail and ground content and seamless account management across Amex GBT and SAP Concur offerings. Through this alliance we are also integrating Concur Expense into our Amex GBT Egencia solution to offer those clients a full travel and expense experience.
We believe our clients will benefit from our partnerships, relationships, and commitment to industry leadership, and we regularly consider acquisition opportunities as well as other forms of business combinations to drive our strategy and to enhance growth. See "Part I, Item 1. Business — Our Growth Strategy"; See "Part I, Item 1A. Risk Factors — Risks Relating to Employee Matters, Managing Our Growth and Other Risks Relating to Our Business — We may be
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unable to identify and consummate new acquisition opportunities." For a specific discussion of risks related to the acquisition of CWT, see “Part I, Item 1A. Risk Factors — The Merger with CWT may cause our financial results to differ from our expectations or the expectations of the investment community, we may not achieve the anticipated benefits of the Merger, and the Merger may disrupt our current plans or operations.”
High-quality Client Base with Attractive Retention Rates and New Business Growth
Through our diverse portfolio of leading travel management technology and services, we serve a broad range of global business clients across a range of industries including, business and financial services, industrial, technology, healthcare, legal and many others. Our value proposition is based on our ability to tailor our programs to the expectations of this diverse group of business travelers, which, in turn, creates value for our travel suppliers.
We believe the strength of our value proposition is demonstrated by our ability to attract and retain premium demand business clients.We believe the strength of our value proposition is demonstrated by our track record of attracting and retaining premium demand business clients. Our client retention rate, excluding CWT, was 96% in 2025. The average tenure of our top 100 clients, excluding CWT, by TTV is approximately 15 years with more than 77% of our client relationships having a tenure of more than five years. Our client retention rate was 96% in 2023. The average tenure of our top 100 clients by TTV is approximately 15 years with more than 81% of our client relationships having a tenure of more than five years. In addition to maintaining our existing clients, our Total New Wins Value (TTV over the contract term from all new client wins over the last twelve months) for full year 2025 totaled $3.3 billion, excluding CWT. In addition to maintaining our existing clients, our Total New Wins Value (TTV over the contract term from all new client wins over the last twelve months) for full year 2023 totaled $3.5 billion, including $2.2 billion in SME, with an average win / loss ratio of 2.5x since 2015.Traveler-Centric, Omnichannel Service ModelWe are proud to offer our travelers 24/7 customer service anywhere in the world through a number of service channels. This business growth creates value for our travel suppliers.
Traveler-Centric, Omnichannel Service Model
We are proud to offer our travelers 24/7 customer service anywhere in the world through a number of service channels. In 2025, 83% of our bookings were through digital channels (such as an online booking tool ("OBT"), the Amex GBT mobile app and instant messaging). In 2023, 78% of our bookings were through digital channels (such as online booking tools (“OBTs”), the GBT mobile app and instant messaging). Alongside our digital channels, our agent facilitated channels have played a critical role is supporting travelers seeking the expertise and support of our travel counselors in navigating a competitive travel environment.
Our platform is channel-agnostic, ensuring travelers and clients of all sizes benefit from the full range of our content, savings and solutions regardless of how they choose to engage with us.Our platform is channel-agnostic, ensuring travelers and clients benefit from the full range of our content, savings and solutions regardless of how they choose to engage with us. Where it is valued by our clients, our platform also integrates seamlessly with all major third-party OBTs, further enhancing our flexibility.
Our travel counselors are experienced specialists in B2B travel and provide 24/7 global support capabilities. Our service constructs are flexible to match client needs. Within our global client solutions, our tools and infrastructure allow travel counselors to serve any client or traveler anywhere, to the high standard our clients expect of us. Where our clients require deep, personal knowledge of their business and travelers, we dedicate travel counselors to their account and offer on-site service.
Our service footprint includes 49 countries where we have a proprietary presence or operations. Through our Partner Networks, which are integrated into our infrastructure and platform, we extend this service footprint to our clients in the rest of the world. Our TPN, which is integrated into our infrastructure and platform, extends this service footprint to our clients in the rest of the world. This broad geographic reach allows us to offer streamlined access to a consistent portfolio of services across the globe and a differentiated local service where such service is needed and valued by the traveler and client.
Our traveler interactions are captured within and powered by our core platform, which is fully integrated into all service channels. This allows seamless, simple and efficient cross channel engagement for our travelers (for example, booking a trip through the OBT, changing the itinerary by calling a travel counselor and rebooking a connecting flight through messaging).
Relationships with Top-Tier Travel Suppliers Driven by Value Proposition
We believe that our longstanding supplier relationships differentiate us from our competitors.
Built on a reputation of delivering premium demand, improving profitability, and meeting supplier objectives, these relationships include airlines, hotel groups and individual hotel properties, content aggregators, including Expedia Partner Solutions and Booking.com, all three major GDS platforms, car rental, rail, ground transportation companies and many other travel suppliers.
Travel suppliers value our global business clients due to a higher proportion of first and business class cabin bookings, fewer advance purchases, more flexible tickets and more long-haul international bookings, all of which drive superior economics and profitability.Travel suppliers value business travel demand due to a higher proportion of first and business class cabin bookings, fewer advance purchases, more flexible tickets and more long-haul international bookings, all of which drive superior economics and profitability. We offer travel suppliers efficient access to this premium client.We offer travel suppliers efficient access to this premium demand. For example, we
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estimate that the total distribution cost through us is comparable (as a percentage of booking value) to the reported selling costs for at least our top five airline suppliers and even more cost-effective when considering the technology investment and servicing cost savings our travel suppliers realize. We believe this is one of the largest aggregations of this premium demand in the travel industry. Due to the nature and mix of our client types, our clients typically choose premium tickets that we estimate are on average approximately 50% higher than the average TMC booking. In addition, more than half of our TTV related to air travel is derived from first and business class cabin bookings.
These high value relationships and economics are powered by the Amex GBT marketplace, our unified platform encompassing the GDS and non-GDS content aggregation that connects all of our travel suppliers and content to the point of sale ("POS") our clients and travelers use.These high value relationships and economics are powered by the Amex GBT Marketplace, our unified platform encompassing the GDS and non-GDS content aggregation that connects all of our travel suppliers and content to the POS our clients and travelers use. We believe our marketplace provides value to travel suppliers by eliminating the need to invest in business client POS environments while also providing them with the capabilities they need to market, promote and sell their content, products and services effectively. We believe this provides value to travel suppliers by eliminating the need to invest in complex business client POS environments while also providing them with the capabilities they need to market, promote and sell their content, products and services effectively.
We have extensive experience working closely with travel suppliers to deliver their objectives and create value for clients. We have a dedicated team of proprietary content acquisition and revenue management specialists providing data insight, backed by advanced optimization tools and data analytics that deliver compelling solutions to travel suppliers.
We believe our offerings create a strong incentive for travel suppliers to deliver more content, experiences, and savings specifically for our clients. This includes Preferred Extras that are not available to the general public, which provide clients with value through extra amenities and savings from exclusive fares and lodging room rates. For example, in 2025, more than 90 airlines and more than 37,000 hotel properties participated in the Preferred Extras program, with clients benefiting from cost savings extra amenities and perks such as free Wi-Fi, breakfast, last-room availability and loyalty benefits.
Leading Industry Standards in Relation to the Environment, Social Responsibility and Corporate Governance
On an annual basis, Amex GBT publishes a Powering Progress Report, which can be found on the Company's website and includes our corporate sustainability strategy and progress in relation to the environment, social responsibility, and corporate governance matters. The information contained on the Company's website is not included in, or incorporated by reference into, this Annual Report.
Management Team with Industry-Leading Experience
We are led by a highly-experienced management team with a wide range of backgrounds and experiences, both from inside and outside the travel industry. They have successfully managed the business through several acquisitions, transformations and challenges, while delivering consistent growth.14They have successfully managed the business through several acquisitions and transformations, while delivering consistent growth. They have the expertise and leadership required to execute on our growth strategy.
Our Growth Strategy
We believe our growth will be driven by our differentiated services. We have built the most valuable marketplace in travel, underpinned by access to the most comprehensive and competitive content. Additional growth, margin expansion and cash generation can be further accelerated by driving new wins with our leading travel and expense technology and services that are integrated globally. We are focused on growing our leadership in the large, fast-growing and high margin SME space, where we are investing to drive new wins and higher share of wallet and benefit from the shift from unmanaged toward high-quality managed travel solutions. We are focused on growing our leadership in the large, fast-growing and high margin SME segment, where we are investing to drive new wins and higher share of wallet and benefit from the shift from unmanaged toward high-quality managed travel solutions. We are investing to extend our product leadership and build leading digital-first experiences and seamlessly integrated technology and services. Our priority to drive operating leverage through productivity improvements, including utilizing automation and AI, is expected to drive margin expansion and fund investments for long-term sustained growth, both organically and through accretive mergers and acquisitions ("M&A").
Capitalize on our Technology Platform
Our proprietary technology utilizes data analytics capabilities to enhance travel program insights and create a more personalized user experience, which we believe will drive our client reach. We intend to expand our value proposition through the continued integration of travel and expense and payment tools. In addition, the Amex GBT marketplace aggregates and optimizes content delivery, which we believe will solve critical problems for business clients, travel suppliers and Partners. In addition, the Amex GBT Marketplace aggregates and optimizes content delivery, which we believe will solve critical problems for business clients, travel suppliers and Network Partners. With increased capabilities and functionality, we can deliver more value for our clients. We believe that continuing to invest in our digital transformation will also improve client satisfaction while reducing costs. We plan to continue expanding our technology suite in order to seamlessly deliver on clients’ needs in each target segment and to execute on opportunities designed to further improve profitability.
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Strengthen our Position Globally
We believe our value proposition to business clients is underscored by our expertise in delivering high-quality service. We provide one of the most complete business travel solutions for business clients of all sizes, and we believe our differentiated value proposition will enable us to continue to grow in this segment. We provide one of the most complete business travel solutions for business clients, and we believe our differentiated value proposition will enable us to continue to grow in this segment. Some business clients require service capabilities having a global reach, and we believe that we can deliver them through our platform and solutions, high-quality traveler service and suite of professional services. Business clients require sophisticated capabilities on a global scale, and we believe that we can deliver them through our platform and solutions, high-quality traveler service and suite of professional services. We plan to continue to grow through new client wins and expanding upon our existing relationships by providing more comprehensive solutions, including meetings and events planning, consulting, outsourced services and more products and technology that are integrated into our clients to provide the best possible experience and value.We plan to continue to grow through new client wins and expanding upon our existing relationships by providing more comprehensive solutions, including meetings and events planning, consulting, outsourced services and more products and technology that are integrated into our clients to provide the best possible experience and value.
Accelerate Penetration in SME Segment
We are focused on growth in the SME segment, which we believe represents a large and profitable opportunity for our business. In 2025, we estimate global SME total travel spend was approximately $900 billion, including both significant managed and unmanaged spend. In 2023, we estimate global SME total travel spend was approximately $950 billion, including both significant managed and unmanaged spend. We estimate a majority of the global SME segment is unmanaged, representing a large growth opportunity. We estimate $685 billion of the global SME segment is unmanaged, representing a large growth opportunity.
Through Ovation and Amex GBT Egencia, we can offer additional solutions and have expanded our offerings where personal, human service remains a key buying criterion. Amex GBT Egencia is a leading software platform where a largely self-service model is desired. Egencia is a leading SME software platform where a largely self-service model is desired. With our platforms and expense management tools, we have unlocked significant potential for new business development with unmanaged clients and increased the value offered to our existing client base.
Pursue Strategic and Accretive M&A
We have historically grown and added capabilities through M&A activity and expect to continue to pursue strategic opportunities to complement our platform. We have demonstrated an ability to execute accretive and synergistic acquisitions as well as integrate and fundamentally improve our acquired businesses.
We intend to broaden our diverse portfolio of leading travel management services and our geographic reach, which will allow us to add more business clients and travel suppliers to our platform, driving top-line growth as well as enhancing our technological capabilities and value proposition to deliver increasing value across our client base. We actively monitor and evaluate our M&A pipeline across all our strategic pillars for key opportunities in SME, high growth regions and technology capabilities. Our industry is highly fragmented with hundreds of TMCs, providing a large and attractive pool of potential M&A opportunities. We believe significant M&A opportunities remain in the business travel industry and adjacent industries that could continue to create growth opportunities for us in the future. This provides a large opportunity to target strategic acquisitions, joint ventures and partnerships to improve our geographic footprint and capabilities. We may be required to raise additional capital through new equity or the incurrence of additional indebtedness to support our acquisition strategy. As part of our regular ongoing evaluation of acquisition opportunities, we are in various stages of discussions and have not entered into any agreement with respect to any possible acquisitions not expressly described in this Annual Report. As part of our regular ongoing evaluation of acquisition opportunities, we are currently engaged in a number of unrelated preliminary discussions concerning possible acquisitions. We cannot predict if any such acquisition will be consummated or, if consummated, will result in a financial or other benefit to us. See “Part I, Item 1A. Risk Factors — Risks Relating to Employee Matters, Managing Our Growth and Other Risks Relating to Our Business — We may be unable to identify and consummate new acquisition opportunities.”
Earnings Growth Through Productivity and Automation
We continue to drive digital transformation and automation initiatives to increase efficiency. For example, by bringing more solutions from our core platform into our travel counselor toolkit, we can automate more processes, as well as create more self-service and “co-pilot” solutions for travel counselors that combine automation with human service. We believe this type of servicing delivers the best of both worlds in achieving traveler satisfaction and efficiency. We believe these initiatives will enable us to deliver a higher level of service, thus benefiting clients, travelers and our business, while realizing and maintaining higher margins going forward.Together, we believe these initiatives will enable us to deliver a higher level of service, thus benefiting clients, travelers and our business, while realizing and maintaining higher margins going forward.
Description of Certain Indebtedness
Overview
GBTG and certain of our subsidiaries are parties to an amended and restated credit agreement, which provides for a $1,400 million senior secured term loan facility and a $360 million senior secured revolving credit facility. As of
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December 31, 2025, the principal amount of term loans outstanding under the amended and restated credit agreement was $1,386 million . The senior secured term loans will mature on July 26, 2031. The revolving credit facility will terminate on July 26, 2029. As of December 31, 2025, we had $360 million of availability under the revolving credit facility.
The following is a summary of the material terms of such amended and restated credit agreement and amendments thereto as of the date of this Annual Report. This summary is qualified in its entirety by reference to the complete text of the A&R Credit Agreement (as defined below) and the amendments thereto, all of which are included as exhibits to this Annual Report. You are urged to read carefully the A&R Credit Agreement and the amendments thereto in their entirety.
Amended and Restated Senior Secured Credit Agreement
On July 26, 2024 (the “Refinancing Date”), GBTG and GBT US III LLC, a wholly-owned subsidiary of GBTG (the “Initial Borrower”) entered into an amended and restated senior secured credit agreement (as amended the Amendment No. 1 and Amendment No. 1, each, as defined below, and as may be further amended, restated, supplemented or otherwise modified from time to time, the “A&R Credit Agreement”), by and among GBTG, the Initial Borrower, Morgan Stanley Senior Funding, Inc., as administrative agent and as collateral agent, and the lenders and letter of credit issuers from time to time party thereto, which initially provided for a $1,400 million senior secured initial term loan facility (the “Initial Term Facility,” and the loans thereunder, the “Initial Term Loans”) and a $360 million senior secured revolving credit facility (the “Revolving Credit Facility” and, the loans thereunder, the “Revolving Loans”)., as administrative agent and as collateral agent, and the lenders and letter of credit issuers from time to time party thereto, which initially provided for $250 million of senior secured initial term loans ("Senior Secured Initial Term Loans") and the $50 million senior secured revolving credit facility ("Senior Secured Revolving Credit Facility"). The Initial Term Loans were drawn in full on the Refinancing Date, and the proceeds thereof were used to repay in full the outstanding principal amount of all tranches of term loans outstanding, including accrued interest and other amounts payable, under our then existing senior secured credit agreement (the “Original Credit Agreement”).
The A&R Credit Agreement amended and restated the Original Credit Agreement in its entirety. The repayment of term loans under the Original Credit Agreement resulted in a loss on early extinguishment of debt of $38 million. GBTG incurred total costs of debt refinancing of $25 million, which was capitalized as debt issuance cost and is being amortized to interest expense over the term of the Initial Term Facility and the Revolving Credit Facility, using the effective interest rate method.
On February 4, 2025, GBTG, the Initial Borrower and certain subsidiaries of GBTG entered into an amendment (“Amendment No. 1”) to the A&R Credit Agreement, with Morgan Stanley Senior Funding, Inc., as administrative agent and as collateral agent, and the lenders party thereto. The primary purpose of Amendment No. 1 was to reprice the then outstanding Initial Term Loans. The repriced Initial Term Facility is referred to hereafter as the “Term B-1 Facility,” and the loans thereunder, the “Term B-1 Loans.”
On January 21, 2026, GBTG, the Initial Borrower and certain subsidiaries of GBTG entered into an amendment (“Amendment No. 2”) to the A&R Credit Agreement, with Morgan Stanley Senior Funding, Inc., as administrative agent and as collateral agent, and the lenders party thereto. The primary purpose of Amendment No. 2 was to reprice the then outstanding Term B-1 Loans and to increase the aggregate principal amount of the term loans by $100 million. After giving effect to Amendment No. 2 and the borrowing contemplated thereby, all outstanding term loans are governed by the same terms and are intended to constitute a single fungible class. The term loan facility under the A&R Credit Agreement, after giving effect to Amendment No. 2 and the borrowing contemplated thereby, is referred to hereafter as the “Term B-2 Facility,” and the loans thereunder, the “Term B-2 Loans.”
Credit Facilities
The Term B-2 Loans mature, and all amounts outstanding thereunder will become due and payable in full, on July 26, 2031. Principal amounts outstanding under the Term B-2 Loans are required to be paid on a quarterly basis in an amount equal to $15,010,101 per annum, commencing in March 2026, with the balance due at maturity.
At the option of the Initial Borrower, the Term B-2 Loans may be voluntarily prepaid, in whole or in part, at any time without premium or penalty (other than (x) a prepayment premium of 1.00% of the principal amount of the Term B-2 Loans subject to certain repricing transactions occurring prior to July 21, 2026 and (y) customary breakage costs in connection with certain prepayments of loans). Further, subject to certain exceptions set forth in the A&R Credit Agreement, the Initial Borrower is required to prepay loans under the Term B-2 Facility with (i) 50% (subject to leverage-based step-downs) of annual excess cash flow (calculated in a manner set forth in the A&R Credit Agreement) in excess of a threshold amount, (ii) 100% (subject to leverage-based step-downs) of the net cash proceeds from certain asset sales and casualty events, subject to customary reinvestment rights and (iii) 100% of the net cash proceeds from the incurrence of certain indebtedness.
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As of December 31, 2025, an aggregate principal amount of $1,386 million of Term B-1 Loans were outstanding under the A&R Credit Agreement, and there were no unutilized term loan commitments remaining outstanding under the A&R Credit Agreement as of such date. After giving effect to Amendment No. 2 and the borrowing contemplated thereby, an aggregate principal amount of $1,486 million of Term B-2 Loans was outstanding under the A&R Credit Agreement.
The Revolving Credit Facility has (i) a $150 million sublimit for extensions of credit denominated in certain currencies other than U.S. dollars, (ii) a $50 million sublimit for letters of credit, and (iii) a $50 million sublimit for swingline borrowings. Extensions of credit under the Revolving Credit Facility are generally subject to customary borrowing conditions. Extensions of credit under the Senior Secured Revolving Credit Facility are generally subject to customary borrowing conditions. The proceeds from borrowings under the Revolving Credit Facility may be used for working capital and other general corporate purposes. The proceeds from borrowings under the Senior Secured Revolving Credit Facility may be used for working capital and other general corporate purposes.
The Revolving Credit Facility matures, and all amounts outstanding thereunder will become due and payable in full, on July 26, 2029. At the option of the Initial Borrower, amounts borrowed under the Revolving Credit Facility may be voluntarily prepaid, and/or the commitments thereunder may be voluntarily reduced or terminated, in each case, in whole or in part, at any time without premium or penalty (other than customary breakage costs in connection with certain prepayments of loans).
Security; Guarantees
GBTG and certain of its direct and indirect subsidiaries, as guarantors (such guarantors, collectively with the Initial Borrower, the “Loan Parties”), provide an unconditional guarantee, on a joint and several basis, of all obligations under the A&R Credit Agreement and under cash management agreements and swap contracts with the lenders or their affiliates (with certain limited exceptions). Subject to certain cure rights, as of the end of each fiscal quarter, at least 70% of Consolidated EBITDA (as defined in the A&R Credit Agreement) of the Loan Parties and their subsidiaries must be attributable, in the aggregate, to the Loan Parties for the four prior fiscal quarters. Further, the lenders have a first priority security interest in substantially all of the assets of the Loan Parties.
Interest and Certain Fees
The Term B-2 Loans and the Revolving Loans (collectively, the “Loans”) bear interest based on the Secured Overnight Financing Rate (“SOFR”) (or an alternative reference rate for amounts denominated in a currency other than U.S. dollars) or, at the Initial Borrower’s option, in the case of amounts denominated in U.S. dollars, the Base Rate (as defined in the A&R Credit Agreement), plus, as applicable, a margin of (i) after giving effect to Amendment No. 2, in the case of the Term B-2 Loans, 2.00% per annum for SOFR-based loans (or 1.00% per annum for Base Rate-based loans) and (ii) in the case of the Revolving Loans, 2.75% per annum for SOFR-based loans (or 1.75% per annum for Base Rate-based loans). The SOFR floor is 0.00% for Loans under the A&R Credit Agreement.
Prior to the effectiveness of Amendment No. 2 , the applicable margin, in the case of the Term B-1 Loans, was 2.50% per annum for SOFR-based loans (or 1.50% per annum for Base Rate-based loans).
The Initial Borrower is required to pay, quarterly, in arrears, a fee based on the average daily unused commitments under the Revolving Credit Facility of 0.25% per annum. The fee was originally 0.375% per annum but stepped-down to 0.25% per annum on February 28, 2025 upon the upgrade by Standard & Poor’s Rating Service of the Initial Borrower’s debt rating from ‘B+’ to ‘BB-’. The Initial Borrower is also obligated to pay a customary agency fee and other customary fees described in the A&R Credit Agreement.
Covenants
The A&R Credit Agreement contains various affirmative and negative covenants, including a financial covenant and limitations (subject to exceptions) on the ability of the Loan Parties and their subsidiaries to: (i) incur indebtedness or issue preferred stock; (ii) incur liens on their assets; (iii) consummate certain fundamental changes (such as acquisitions, mergers, liquidations or changes in the nature of the business); (iv) dispose of all or any part of their assets; (v) pay dividends or other distributions with respect to, or repurchase, any equity interests of any Loan Party or any subsidiary of any Loan Party; (vi) make investments, loans or advances; (vii) enter into transactions with affiliates; (viii) modify the terms of, or prepay, any of their subordinated or junior lien indebtedness; and (ix) enter into certain burdensome agreements.
The A&R Credit Agreement contains a financial covenant applicable solely to the Revolving Credit Facility that requires the First Lien Net Leverage Ratio (as defined under the A&R Credit Agreement) to be less than or equal to 3.50 to 1.00 as of the last day of any fiscal quarter on which the aggregate principal amount of outstanding loans and letters of credit under the Revolving Credit Facility exceeds 35% of the aggregate principal amount of the Revolving Credit Facility
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(subject to a $10 million exclusion for utilization of the letter of credit sublimit). The A&R Credit Agreement provides that such financial covenant is suspended for a limited period of time if an event that constitutes a “Travel MAC” (as defined in the A&R Credit Agreement) has occurred and the Loan Parties are unable to comply with such covenant as a result of such event. Such financial covenant did not apply for the year ended December 31, 2025.
As of December 31, 2025, the Loan Parties and their subsidiaries were in compliance with all applicable covenants under the A&R Credit Agreement.
Events of Default
The A&R Credit Agreement contains default events (subject to certain materiality thresholds and grace periods), which could require early prepayment, termination of the A&R Credit Agreement or other enforcement actions customary for facilities of this type. Defaults include, but are not limited to, the following:
•non-payment of principal, interest or other amounts when due under the A&R Credit Agreement;
•materially incorrect representations or warranties;
•breaches of covenants;
•cross-default to other material indebtedness of any of the Loan Parties or their subsidiaries;
•one or more material monetary judgments against any of the Loan Parties or their subsidiaries remaining undischarged, unpaid or unstayed;
•certain bankruptcy or insolvency events affecting any of the Loan Parties or any of their material subsidiaries;
•invalidity of any loan document;
•certain events with respect to U.S. and/or non-U.S. employee benefit plans and pension plans; and
•the occurrence of one or more change in control events, which are limited to the following events from and after the Closing (as further described in the A&R Credit Agreement):
◦any person or group shall have acquired direct or indirect beneficial ownership of more than 50% of the aggregate ordinary voting power represented by the issued and outstanding equity interests of GBTG;
◦a majority of the seats (other than vacant seats) on the board of directors of GBTG ("Board") shall be occupied by persons who were not nominated, appointed or approved for election by the Board; and/or
◦100% of the equity interests in the Initial Borrower, any other Borrower (as defined in the A&R Credit Agreement) or any Intermediate Holding Company (as defined in the A&R Credit Agreement) shall cease to be owned and controlled, directly or indirectly, by GBTG.
Sales and Marketing
Our travel and expense solutions are procured by business clients who choose one or more TMCs to manage their organizations’ travel program. Our Global Customer Partnerships team is focused on developing relationships and engaging with new prospects. They also manage day-to-day relationships with our existing client base, including sales and marketing of our products, services and solutions to our existing clients.
In addition to supporting travelers, our travel counselors and digital self-service channels act as an extension of the sales force for our travel suppliers, promoting and marketing content in line with our business client and supplier agreements.In addition to supporting travelers, our travel counselors and digital self-service channels act as an extension of the salesforce for our travel suppliers, promoting and marketing content in line with our business client and supplier agreements.
Our dedicated Global Business Partnerships team works closely with our travel suppliers to promote our solutions to travel suppliers and negotiate proprietary content that delivers value and benefits to our clients.
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Our GBT Partner Solutions business is grown by a dedicated sales team that develops relationships and negotiates partnerships with prospective TMCs and independent agents that could benefit from our platform and/or prospective service delivery partners who could become part of our Partner Network.
As a growing global business, we invest heavily in marketing, promotion and brand development linked to our global value proposition. This includes funds from certain travel suppliers. The Amex GBT global marketing activity broadly focuses on digital marketing, above-the-line channels, advertising, social media, public relations and sales promotions. This ensures the current and future growth of Amex GBT as a credible technology and service company and allows us to compete alongside our large global network of competitors in travel and technology.
Competition
The travel industry, and the business travel services industry, are highly competitive. We currently compete, and will continue to compete, with a variety of travel and travel-related companies, including other business travel management service providers, consumer travel agencies and emerging and established online travel agencies and other offerings which provide travel booking capabilities. We also compete with travel suppliers, such as airlines and hotels, some of which market their products and services directly to business travelers through B2C channels, including by offering more favorable rates, exclusive products/services and loyalty points to business travelers who purchase directly from such travel suppliers through B2C channels. We also compete against clients determining to self-manage their business travel. We also compete against customers determining to self-manage their business travel. We compete, to a lesser extent, with credit card loyalty programs, online travel search and price comparison services, facilitators of alternative accommodations, such as short-term home or condominium rentals, and social media and e-commerce websites. We believe we are distinguished from our competitors by:
•our ability to provide services tailored to the specific requirements of business clients and travelers effectively and efficiently when compared to B2C-focused travel service providers; and
•our portfolio of solutions that target some of the most attractive segments in business travel, solutions tailored to solve the needs of these segments, our platform that delivers differentiated value and experiences to clients and travelers through consistent delivery of excellent service and value when compared to other B2B-focused travel service providers.
Intellectual Property
Our intellectual property rights, including our trademarks, copyrights, domain names, proprietary technology and trade secrets, are an important component of our business, and we rely heavily upon our intellectual property and proprietary information in our content, brands, domain names and website URLs and other components that make up our services. We have acquired some of our intellectual property rights and proprietary information through acquisitions, as well as licenses and content agreements with third parties. We protect our intellectual property and proprietary information through registrations, confidentiality procedures and contractual provisions, in addition to international, national, state and common law intellectual property rights.
We depend on the use of sophisticated information technologies and systems, including, but not limited to, the following:
•third-party reservation systems from all the major GDS providers;
•company-owned and third-party online booking portals for air, hotel, car, cruise, activities, insurance etc.;
•third-party and company-owned technology that facilitates the marketing of supplier sponsored advertisements and promotions;
•marketing platforms to attract and acquire quality leads from the internet;
•proprietary and third-party systems for providing customer service, accepting and processing payments, detecting fraud, etc.;
•business intelligence tools to deliver insights and reporting for our business travelers;
•mobile applications to assist our travel advisors in providing just in time services for travelers such as trip or flight recovery tools and destination-related emergency monitoring and alerts;
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•third-party and proprietary systems for various business processes such as ticketing, policy validation, document delivery, invoicing, commission management, operational reporting and finance; and
•enterprise communication and productivity software, systems and computing devices for our travel advisors.
We continuously improve and upgrade our systems, infrastructure and information security. Over the next several years, we intend to continue to increase the level of investment in information security to better protect data, communication and transactions. Over the next several years, we intend to continue to increase the level of investment towards information security to better protect data, communication and transactions. In addition, we plan to invest in technology to allow for the next generation of travel advisors to come onboard quickly without needing to learn complex GDS cryptic commands, while providing them with qualified leads to help them build a book of business and grow.
We have also designed processes to streamline travel advisor sales and support workflow to integrate acquired companies efficiently.
Employees and Human Capital Resources
As of December 31, 2025, we had over 27,000 employees worldwide with a proprietary presence or operations in 49 countries. While our employees in many European countries and some Asia Pacific and Latin American countries are legally required to be represented by works councils and/or trade unions, our employees in North America are not represented by any labor organization and are not party to any collective bargaining arrangement. While our employees in many European, Asia Pacific and Latin American countries are legally required to be represented by works councils and/or trade unions, our employees in North America are not represented by any labor organization and are not party to any collective bargaining arrangement. We consider our relationship with our employees to be mutually respectful.
We are committed to rewarding and supporting our employees to enable us to attract and retain top talent globally. Our total compensation package includes competitive base pay (with variable pay programs to reward outstanding performance), bonus programs, long-term incentive programs, benefits programs, retirement savings options and matching contributions, paid time off for sick, vacation and volunteer work, a global employee stock purchase plan and protected leave time for medical and family care, of which both medical and bonding leaves are paid.
As part of our continuous effort to cultivate a better workplace, we solicit feedback from all global colleagues regularly through engagement and pulse surveys.As part of our continuous effort to cultivate a better workplace, we conduct global engagement surveys annually. These surveys focus on a variety of different areas, including engagement and alignment with our GBT behaviors. In the most recent annual engagement survey performed in November 2025, we achieved an 82% participation rate. In the most recent pulse survey performed in November 2023, we achieved an 84% participation rate. We had an overall engagement score of 77, which is 2 points above the global benchmark as defined by our third-party engagement expert. In addition, 87% of our employees report feeling that people of all backgrounds can succeed at the Company, 7% higher than the global high performing benchmark.
We believe that the development and engagement of our employees is key to our sustainability and growth. We aim to ensure that our hiring and promotional processes are both transparent and inclusive. We also provide a range of continuing education programs to our employees to promote their skill and professional development. Our employees have access to product and technology training so that they can stay up to date on product and travel booking tools, as well as leadership, management and professional skills training. We also have a referral bonus program and a global tuition reimbursement policy available to full-time and part-time employees. We also have a global referral bonus program and a global tuition reimbursement policy available to full-time and part-time employees.
The health and wellness of our employees is a primary focus. Our employees have access to voluntary wellness programs, tools and resources. Our global flexible work program, Better Balance, makes alternative work arrangements available to our employees to suit their needs. In 2020, we expanded our global flexible work program, Better Balance, to make alternative work arrangements available to our employees to suit their needs. A key component of our corporate culture is our commitment to creating a globally inclusive workplace.A key component of our corporate culture is our commitment to creating a globally inclusive workplace. We strive to create an environment where people feel a sense of inclusion and belonging – for our colleagues, clients, and the communities where we do business. We offer colleague resources group, also known as INclusion Groups or INGroups. Our 10 INGroups, which all employees are welcome to join, are a big part of our culture and a place where people with similar interests, backgrounds, and experiences come together, support one another and make a difference. We remain committed to ensuring that all employees can continuously grow and develop with us.We remain committed to ensuring that all employees can continuously grow and develop with us.
Facilities
We lease our corporate headquarters in London, United Kingdom pursuant to a lease that expires in July 2034. We believe that our headquarters space is adequate for our needs and that we should be able to renew our lease or secure a similar property without an adverse impact on our operations.
We also routinely make purchases of property and equipment to strengthen our information technology infrastructure and enabling technologies. We believe that our current facilities are adequate to meet our ongoing needs, and that, if we require additional space, we will be able to obtain additional facilities on commercially reasonable terms.
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Legal Proceedings
We are involved in litigation and other proceedings that arise in the ordinary course of our business. Management believes that we do not have any pending litigation that, separately or in the aggregate, would have a material adverse effect on our results of operations, financial condition or cash flows.
Government Regulation
Travel Licenses and Regulation
We maintain travel licenses and/or registrations in the jurisdictions in which they are required. We are required to renew our licenses, typically on an annual basis, and to do so, we must satisfy the licensee renewal requirements of each jurisdiction. Failure to satisfy any of the requirements to which our licensed entities are subject could result in a variety of regulatory actions ranging from a fine, a directive requiring remedial action, suspension of a license or, ultimately, revocation of a license.
In the United States, our businesses are subject to regulation by the U.S. Department of Transportation (“DOT”) under the U.S. Transportation Code and state agencies under state seller of travel laws and must comply with various rules and regulations governing the holding out, offering, sale and arrangement of travel products and services as a travel agency and, in the case of the DOT, air transportation as a ticket agent. Failure to comply with these rules and regulations could also result in a variety of regulatory actions, including investigations, fines or directives requiring remedial action.
Our businesses also are subject to licensing requirements imposed by airline established organizations, including agent accreditation requirements by the Airlines Reporting Corporation in the United States and, in other countries, the International Air Transport Association (“IATA”). Pursuant to such accreditations, our businesses are authorized to sell and issue tickets on behalf of various airlines, subject to agent rules set by the Airlines Reporting Corporation and the IATA. The failure by our businesses to comply with such rules could result in the suspension or revocation of our authority to sell and issue tickets on behalf of one or more airlines.
As we continue to expand the reach of our services into other regions we are increasingly subject to laws and regulations applicable to travel advisors or tour operators in those regions, including, in some countries, pricing display requirements, licensing and registration requirements, mandatory bonding and travel indemnity fund contributions, industry specific value-added tax regimes and laws regulating the provision of travel packages.
Banking Regulation
Because American Express “controls” GBT for purposes of the BHC Act, GBT is subject to supervision, examination and regulation by the Board of Governors of the Federal Reserve System (“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. Any of the foregoing could compromise our competitive position, especially because our competitors are not subject to these same regulations. For additional information, see “Part I, Item 1.A. Risk Factors — 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."
Activities
The BHC Act generally limits bank holding companies, including entities that are deemed “controlled” for BHC Act purposes, to activities that are considered to be banking activities and certain closely related activities. American Express is a bank holding company and has elected to become a financial holding company, which means that it and the entities that are deemed “controlled” for BHC Act purposes are authorized to engage in a broader range of activities. In order to remain eligible for financial holding company status, bank holding companies must meet certain eligibility requirements. If a bank holding company fails meet to these requirements, the bank holding company and any entities that are deemed “controlled” by the bank holding company for BHC Act purposes could be barred from making certain types of acquisitions or investments in reliance on such financial holding company status, and ultimately such entities could be required to discontinue certain activities permitted for financial holding companies.
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Acquisitions and Investments
We are subject to banking laws and regulations that limit our investments and acquisitions and, in some limited circumstances, subject them to the prior review and approval of the Federal Reserve.
Privacy, Data Protection, Data Governance, Information and Cybersecurity
Regulatory and legislative activity in the areas of privacy, data protection, data governance and information and cybersecurity continues to increase worldwide. We have established and continue to maintain policies and a governance framework to comply with applicable privacy, data protection, data governance and information and cybersecurity laws and requirements, meet evolving client and industry expectations and support and enable business innovation and growth. Our regulators are increasingly focused on ensuring that our privacy, data protection, data governance and information and cybersecurity-related policies and practices are adequate to inform clients of our data collection, use, sharing and/or security practices, to provide them with choices, if required, about how we use and share their information, and to appropriately safeguard their personal information and account access. Our regulators are increasingly focused on ensuring that our privacy, data protection, data governance and information and cybersecurity-related policies and practices are adequate to inform customers of our data collection, use, sharing and/or security practices, to provide them with choices, if required, about how we use and share their information, and to appropriately safeguard their personal information and account access. Regulators are also focused on data management, data governance and our third-party risk management policies and practices.
We are subject to certain privacy, data protection, data governance and information and cybersecurity laws in the United States and other countries in which we operate (including countries in the European Union (the “EU”), Australia, Canada, China, Japan, Hong Kong, India, Mexico, and the United Kingdom), some of which are more stringent and/or expansive than the applicable laws in the United States and some of which may conflict with each other. Some countries and the EU have instituted or are considering instituting requirements that make it onerous to transfer personal data to other jurisdictions. Other countries may require in-country data processing and/or in-country storage of data. Compliance with such laws results in higher technology, administrative and other costs for us, and could require use of local technology services. Data breach and operational outage notification laws or regulatory activities to encourage such notifications and regulatory activity and laws around resiliency, business continuity and third-party risk management are also becoming more prevalent in jurisdictions outside the United States in which we operate. In Europe, the European General Data Protection Regulation ("GDPR"), imposes legal and compliance obligations on companies that process personal data of individuals in the EU, irrespective of the geographical location of the company, with the potential for significant fines for non-compliance (up to 4 percent of total annual worldwide revenue). In Europe, the European General Data Protection Regulation, which took effect on May 25, 2018 ("GDPR"), imposes legal and compliance obligations on companies that process personal data of individuals in the EU, irrespective of the geographical location of the company, with the potential for significant fines for non-compliance (up to 4 percent of total annual worldwide revenue). The GDPR includes, among other things, a requirement for prompt notice of data breaches, in certain circumstances, to affected individuals and supervisory authorities. The UK-only adaptation of GDPR ("UK GDPR"), mirrors the compliance requirements and fine structure of the GDPR. The UK-only adaptation of GDPR, which became effective in January 2021 ("UK GDPR"), mirrors the compliance requirements and fine structure of the GDPR. We adopted controller based Binding Corporate Rules which govern inter-company international data transfers that are intended to achieve compliance with such data transfer rules by the Dutch Data Protection Authority in January 2024, along with the adoption of the UK controller based Binding Corporate Rules granted by the UK's ICO in 2024. The Binding Corporate Rules continue to be a compliant means of international transfers of data following the Schrems II ruling in 2021.
Anti-Money Laundering, Sanctions and Anti-Corruption Compliance
We are subject to regulation, and an increasingly stringent enforcement environment, with respect to compliance with anti-money laundering (“AML”), sanctions and anti-corruption laws and regulations in the United States, United Kingdom, European Union and in other jurisdictions in which we operate. Failure to maintain and implement adequate programs and policies and procedures for AML, sanctions and anti-corruption compliance could have material financial, legal and reputational consequences.
Office of Foreign Assets Control Regulation
The United States has imposed economic sanctions that affect transactions with designated foreign countries, nationals and others. The United States prohibits U.S. persons from engaging with individuals and entities identified as “Specially Designated Nationals,” such as terrorists and narcotics traffickers. These prohibitions are administered by the U.S. Department of the Treasury’s Office of Foreign Assets Control (“OFAC”) and are typically known as the OFAC rules. The OFAC rules prohibit U.S. persons from engaging in financial transactions with or relating to the prohibited individual, entity or country, require the blocking of assets in which the individual, entity or country has an interest, and prohibit transfers of property subject to U.S. jurisdiction (including property in the possession or control of U.S. persons) to such individual, entity or country. Blocked assets (e.g., property or bank deposits) cannot be paid out, withdrawn, set off or transferred in any manner without a license from OFAC. We maintain a global sanctions program designed to ensure compliance with OFAC requirements. Failure to comply with such requirements could subject us to serious legal and reputational consequences, including criminal penalties.
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Anti-Corruption
We are subject to international and U.S. anti-corruption laws and regulations, including the U.S. Foreign Corrupt Practices Act (the “FCPA”), the UK Bribery Act and other laws that prohibit the making or offering of improper payments. The FCPA makes it illegal to corruptly offer or provide anything of value to foreign government officials, political parties or political party officials for the purpose of obtaining or retaining business or an improper advantage. The FCPA also requires us to strictly comply with certain accounting and internal controls standards. The UK Bribery Act also prohibits commercial bribery and the receipt of a bribe, and makes it a corporate offense to fail to prevent bribery by an associated person, in addition to prohibiting improper payments to foreign government officials. Failure of the Company, our subsidiaries, employees, contractors or agents to comply with the FCPA, the UK Bribery Act and other similar laws can expose us and/or individual colleagues to investigation, prosecution and potentially severe criminal and civil penalties.
Other
We maintain operations and employees in the United States and worldwide. Accordingly, we are subject to a wide range of employment laws and regulations relating to compensation, benefits, healthcare, headcount reductions and various workplace issues, all of which are applicable to our employees, and in some cases, independent contractors. State labor and employment rules vary from state to state and, in some states, require us to meet much stricter standards than required in other states.
Item 1A. Risk Factors
You should consider carefully all of the risks described below, together with the other information contained in this Annual Report. If any of the following events occur, our business, financial condition and operating results may be materially adversely affected. The risks and uncertainties described below are not the only ones we face. Additional risks and uncertainties that we are unaware of, or that we currently believe are not material, may also become important factors that adversely affect our business, financial condition and operating results.
Risk Factor Summary
The principal risks and uncertainties affecting our business include the following:
Risks Relating to Our Business and Industry
•Our revenue is derived from the global travel industry, and a prolonged or substantial decrease in global travel, particularly air travel, could adversely affect us.
•The widespread adoption of teleconference and virtual meeting technologies could reduce the number of in-person business meetings and demand for travel and our services, which could adversely affect our business, financial condition and results of operations.
•The travel industry is highly competitive and if we are unable to effectively compete we may lose sales to our competitors.
•Our business and results of operations may be adversely affected by macroeconomic conditions.
•Our international business exposes us to geopolitical and economic risks associated with doing business in foreign countries.
•We could be negatively impacted by climate change, environmental, social and governance ("ESG") and sustainability-related matters.
Risks Relating to Our Indebtedness
•Our indebtedness could adversely affect our business and growth prospects.
•The terms of the A&R Credit Agreement restrict our current and future operations, particularly our ability to respond to changes or to take certain actions.
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Risks Relating to Our Dependence on Third Parties
•If we are unable to maintain existing, and establish new, arrangements with travel suppliers, or if our travel suppliers and partners reduce or eliminate the commission and other compensation they pay us, or affect surcharges on TMCs, our business and results of operations would be negatively impacted.
•Our business and results of operations could be adversely affected if one or more of our major travel suppliers suffers a deterioration in its financial condition, withdraws from or reduces its participation in our services or , as a result of consolidation in the travel industry, loses bookings and revenue.
Risks Relating to Employee Matters, Managing Our Growth and Other Risks Relating to Our Business
•Our ability to identify, hire and retain senior management and other qualified personnel is critical to our results of operations and future growth.
Risks Relating to Intellectual Property, Information Technology, Data Security and Privacy
•Any termination of the A&R Trademark License Agreement (as defined below) for rights to the American Express trademarks used in our business, including failure to renew the license upon expiration, could adversely affect our business and results of operations.
•Any failure to maintain or enhance the reputation of our brands, including brands in which we use the licensed American Express trademarks, could adversely affect our business and results of operations.
•If we fail to develop new and innovative technologies or enhance our existing technologies and grow our systems and infrastructure in response to changing client demands and rapid technological change, our business may suffer.
•We rely on information technology to operate our business. System interruptions, defects and slowdowns, including with respect to information technology provided by third parties, may cause us to lose travelers or business opportunities or to incur liabilities.
•Our processing, storage, use and disclosure of personal data, including of travelers and our employees, exposes us to risks stemming from possible failure to comply with governmental law and regulation and other legal obligations.
•Cybersecurity attacks, security breaches or incidents impacting our systems or data could adversely affect our ability to operate, could result in personal information and our proprietary information being lost, stolen, made inaccessible, improperly disclosed or misappropriated and may cause us to be held liable or subject to regulatory penalties and sanctions and to litigation (including class action litigation), which could have a material adverse effect on our reputation and business.Cybersecurity attacks or security breaches could adversely affect our ability to operate, could result in personal information and our proprietary information being lost, stolen, made inaccessible, improperly disclosed or misappropriated and may cause us to be held liable or subject to regulatory penalties and sanctions and to litigation (including class action litigation), which could have a material adverse effect on our reputation and business.
•Our failure to adequately protect our intellectual property, and claims of infringement against us, may negatively impact our ability to compete effectively against competitors in our industry.
Risks Relating to Regulatory, Tax and Litigation Matters
•We are subject to taxes in many jurisdictions globally and changes in local tax laws could result in adverse tax consequences to us.
•Our business is subject to regulation in the United States and the other jurisdictions in which we operate, and any failure to comply with such regulations or any changes in such regulations could adversely affect us.
Risks Relating to Our Organization and Structure
•We conduct certain of our operations through joint ventures. Disagreements with our partners could adversely affect our interest in the joint ventures.
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Risks Relating to Our Securities
•The market price of the Common Stock (as defined herein) may be volatile and could decline significantly.
•Our failure to maintain effective internal controls over financial reporting could harm us.
•The interests of our largest stockholders may not always coincide with our interests or the interests of our other stockholders, and may result in conflicts of interest.
Risks Relating to Our Business and Industry
Our revenue is derived from the global travel industry, and a prolonged or substantial decrease in global travel, particularly air travel, could adversely affect us.
Our revenue is derived from the global travel industry and would be significantly impacted by declines in, or disruptions to, travel activity, particularly air travel. Global factors over which we have no control but which could impact our clients’ willingness to travel and, depending on the scope and duration, cause a significant decline in travel volumes include, among other things:
•widespread health concerns, epidemics or pandemics, or any serious contagious diseases;
•global security concerns caused by terrorist attacks, the threat of terrorist attacks, or the precautions taken in anticipation of such attacks, including elevated threat warnings or selective cancellation or redirection of travel;
•cyber-terrorism, political unrest, the outbreak of hostilities or escalation or worsening of existing hostilities or war, such as ongoing and potential escalation of conflicts in the Middle East, Russia’s invasion of Ukraine, tensions between China and 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;
•natural disasters or severe weather conditions, such as hurricanes, flooding, volcanos and earthquakes;
•actions taken by governments, businesses and supplier partners to combat climate change;
•the occurrence of travel-related accidents or the grounding of aircraft due to safety concerns;
•the impact of macroeconomic conditions and labor shortages on the cost and availability of airline travel;
•sustainability regulations curtailing or restricting the availability of airline travel; and
•adverse changes in visa and immigration policies or the imposition of travel restrictions or more restrictive security procedures.
Any decrease in demand for business travel could materially and adversely affect our business, financial condition, results of operations and prospects.
The widespread adoption of teleconference and virtual meeting technologies could reduce the number of in-person business meetings and demand for travel and our services, which could adversely affect our business, financial condition and results of operations.
Our business and growth strategies rely in part upon our clients’ continued need for in-person meetings and conferences. Should businesses choose to substitute teleconference and virtual meeting technologies for part or all of their in-person meetings and conferences and the preferences of our clients shift away from in-person meetings and conferences, it would adversely affect our business, financial condition, results of operations and prospects. Should businesses choose to continue to substitute these technologies for part or all of their in-person meetings and conferences and the preferences of our clients shift away from in-person meetings and conferences, it would adversely affect our business, financial condition, results of operations and prospects.
The travel industry is highly competitive and if we are unable to effectively compete we may lose sales to our competitors.
The travel industry, and the business travel services industry, are highly competitive, and if we cannot compete effectively against the number and type of sellers of travel-related services, we may lose sales to our competitors, which
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may adversely affect our financial results and performance. We currently compete, and will continue to compete, with a variety of travel and travel-related companies, including other business travel management service providers, consumer travel agencies and emerging and established online travel agencies. We also compete with travel suppliers, such as airlines and hotels, where they market their products and services directly to business travelers through their platforms to book and fulfill travel, including by offering more favorable rates, exclusive products and services and loyalty points to business travelers who purchase directly from such travel suppliers ("B2C"). We also compete with travel suppliers, such as airlines and hotels, where they market their products and services directly to business travelers through their platforms to book and fulfill travel, including by offering more favorable rates, exclusive products and services and loyalty points to business travelers who purchase directly from such travel suppliers ("B2C"). B2C may include business travelers who purchase travel outside of a company-sponsored and managed channel, or whose companies do not have such a channel. We compete, to a lesser extent, with credit card loyalty programs, online travel search and price comparison services, facilitators of alternative accommodations such as short-term home or condominium rentals and social media and e-commerce websites.
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 Partners to retain or attract new clients.
We cannot guarantee that we will be able to compete successfully against any current, emerging and future competitors or provide sufficiently differentiated products and services to our client and traveler base. Increasing competition from current and emerging competitors, consolidation of our competitors, the introduction of new technologies and the continued expansion of existing technologies may force us to make changes to our business models, which could materially and adversely affect our business, financial condition, results of operations and prospects. If we cannot compete effectively against the number and type of sellers of travel-related services, we may lose sales to our competitors, which may adversely affect our financial results and performance.
Our business and results of operations may be adversely affected by macroeconomic conditions.
The global travel industry, and as a result, our business and financial performance, are affected by macroeconomic conditions. Travel expenditures are sensitive to personal and business-related discretionary spending levels and tend to decline or grow more slowly during economic downturns, including during periods of slow, slowing or negative economic growth, higher unemployment or inflation rates, weakening currencies and concerns over government responses such as higher taxes or tariffs, increased interest rates and reduced government spending. Concerns over government responses to declining economic conditions such as higher taxes and reduced government spending could impair consumer and business spending and have an adverse effect on travel demand. In addition, our relative exposure to certain sectors compared to the broader economy may mitigate or exacerbate the effect of macroeconomic conditions. The global travel industry, which historically has grown at a rate in excess of global GDP growth during economic expansions, has experienced cyclical downturns in the past in times of economic decline or uncertainty. Future adverse economic developments in areas such as employment levels, business conditions, interest rates, tax rates, environmental impacts, fuel and energy costs and other matters could reduce discretionary spending and cause the travel industry to contract.
Other macroeconomic uncertainties beyond our control, such as oil prices, geopolitical tensions, consumer confidence, widespread 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 Ukraine, ongoing and potential conflicts in the 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 policies, 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.
As an intermediary in the travel industry, a significant portion of our revenue is affected by prices charged by our travel suppliers, including airlines, hotels and car rental companies. Events or weaknesses specific to a supplier industry segment could negatively affect our business. For example, events specific to the airline industry that could impact us include airfare fluctuations, airport, airspace and landing fee increases, increases in fuel prices, environmental impacts, seat capacity constraints, removal of destinations or flight routes, travel-related strikes or labor unrest, political instability and wars. For example, events specific to the airline industry that could impact us include air fare fluctuations, airport, airspace and landing fee increases, increases in fuel prices, environmental impacts, seat capacity constraints, removal of destinations or flight routes, travel-related strikes or labor unrest, political instability and wars. Similarly, travel suppliers often face destination overcapacity issues and imposition of taxes or surcharges by regulatory authorities, which can lower their travel volumes and impact our revenue. During periods of poor economic
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conditions, airlines and hotels tend to reduce rates or offer discounted sales to stimulate demand, thereby reducing our commission-based income. A slowdown in economic conditions, macroeconomic volatility, inflationary pressures and fuel and energy cost volatility that result in the bankruptcy of travel suppliers or otherwise cause them to cease or limit their operations, may also result in a decrease in transaction volumes and have an adverse effect on our business and results of operations.
While decreases in prices for air 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.While decreases in prices for flights 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.
The uncertainty of macroeconomic factors and their impact on client behavior, which may differ across regions, makes it more difficult to forecast industry and client trends and the timing and degree of their impact on our markets and business, which in turn could adversely affect our ability to effectively manage our business and could materially and adversely affect our business, financial condition and results of operations.
Our international business exposes us to geopolitical and economic risks associated with doing business in foreign countries.
We have a proprietary presence in over 49 countries worldwide, including the United States, United Kingdom, Canada, Germany, Mexico, China and France, and we indirectly provide services to travelers worldwide through our partners and affiliates.We have operations in over 31 countries worldwide, including the United States, United Kingdom, Canada, Germany, Mexico, China and France, and we indirectly provide services to travelers worldwide through our partners and affiliates. Our international operations can pose complex management, compliance, foreign currency, legal, tax, labor, data privacy and economic risks that we may not adequately address, including changes in the priorities and budgets of international travelers and geopolitical uncertainties, which may be driven by changes in threat environments and potentially volatile worldwide economic conditions, various regional and local economic and political factors, risks and uncertainties, as well as U.S. foreign policy. We are also subject to a number of other risks with respect to our international operations, including:
•the absence in some jurisdictions of effective laws to protect our intellectual property rights;
•multiple and possibly overlapping and conflicting tax laws;
•duties, taxes or government royalties, including the imposition or increase of withholding and other taxes on the activities of, and remittances and other payments by, our non-U.S. subsidiaries;
•restrictions on movement of cash;
•the burden of complying with a variety of national and local laws and regulations;
•political, economic and social instability, including as a result of the war in Ukraine, the ongoing and potential 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 that may arise;
•currency fluctuations;
•longer payment cycles;
•price controls or restrictions on exchange of foreign currencies;
•trade barriers, including further legislation or actions taken by the United States or other countries that restrict trade, as well as protectionist or retaliatory measures taken by the United States and other countries; and
•potential travel restrictions.
The existence of any one of these risks could harm our international business and, consequently, our operating results. Additionally, operating in international markets requires significant management attention and financial resources and may negatively affect our business and financial results.
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Failure to maintain superior service levels could diminish client confidence and have an adverse effect on our business.
Failure to maintain superior service levels could severely diminish client confidence in and use of our services and our ability to develop new business.Failure to maintain superior service levels could result in negative publicity which could severely diminish client confidence in and use of our services. To maintain good client relations, we must ensure that our travel advisors and partners and affiliates provide prompt, accurate and differentiated client service. Effective client service requires significant personnel expense and investment in developing programs and technology infrastructure to help our travel advisors, partners and affiliates carry out their functions. These expenses, if not managed properly, could significantly impact our profitability. Failure to properly manage our travel advisors, partners and affiliates could compromise our ability to handle client complaints effectively. If we do not handle client complaints effectively, our reputation and brand may suffer, and we may lose our travelers’ confidence, which could reduce revenues and profitability.
We may from time to time need additional financing to fund operations and to expand our business, including to continue to develop leading digital product solutions, pursue acquisitions and other strategic opportunities.
We intend to fund our current working capital needs in the ordinary course of business and to continue to expand our business with our existing cash and cash equivalents, together with the Revolving Credit Facility, and cash flows from operating activities. However, we may from time to time need additional financing to fund operations and to expand our business. We may, from time to time, explore additional financing sources to lower our cost of capital, which could include equity, equity-linked and debt financing. In addition, from time to time, we may evaluate acquisitions and other strategic opportunities.
If we elect to pursue any such investments, we may fund them with internally generated funds, bank financing, the issuance of other debt or equity or a combination thereof. There is no assurance that any such financing or funding would be available to us on acceptable terms or at all. Furthermore, we cannot guarantee that we would be able to satisfy or obtain a waiver of applicable borrowing conditions for borrowing additional amounts under the unused commitments under the A&R Credit Agreement in the future. In addition, utilization of the Revolving Credit Facility may be effectively limited to the extent we are unable to comply with the leverage-based financial covenant requirements for such facility contained in the A&R Credit Agreement when required. See “— Risks Relating to Our Indebtedness” for more information.
The failure of any bank in which we deposit our funds could have an adverse effect on our financial condition.
We 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. 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.
We could be negatively impacted by climate change, ESG and sustainability-related matters.
Governments, investors, clients, employees and other stakeholders continue to focus on climate change and sustainability-related matters, including corporate ESG practices and disclosures, and expectations in this area are rapidly evolving. In addition, new climate 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 clients and partners. 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 customers 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. This framework is aligned with our areas of interest as a purpose led company and includes environment and sustainability, social impact, diversity, equity and 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-related products, reduced profits and increased regulatory examinations, investigations and potential litigation. Moreover, the increasing attention to corporate ESG initiatives could also result in reduced demand for travel 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 are unable to satisfy such new 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.
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Risks Relating to Our Indebtedness
Our indebtedness could adversely affect our business and growth prospects.
We have existing indebtedness, and we may incur additional debt from time to time to finance working capital, capital expenditures, investments or acquisitions, or for other purposes. The credit facilities under the A&R Credit Agreement are secured by liens on substantially all of our assets and any indebtedness we incur in the future may also be so secured. Although the agreements governing our existing indebtedness contain restrictions on the incurrence of additional indebtedness and liens, these restrictions are subject to several significant qualifications and exceptions and, under certain circumstances, the amount of indebtedness that could be incurred in compliance with these restrictions could be substantial. If we do so, the risks related to our high level of debt could increase. Specifically, our level of debt could have important consequences, including the following:
•it may be difficult for us to satisfy our obligations, including debt service requirements under our outstanding debt;
•our ability to obtain additional financing for working capital, capital expenditures, debt service requirements, acquisitions or other general corporate purposes may be impaired;
•a substantial portion of cash flow from operations is required to be dedicated to the payment of principal and interest on our indebtedness, therefore reducing our ability to use our cash flow to fund our operations, capital expenditures, future business opportunities and other purposes;
•we could be more vulnerable to economic or business downturns, adverse industry conditions and other factors affecting our operations, and our flexibility to plan for, or react to, changes in our business or industry is more limited;
•our ability to capitalize on business opportunities and to react to competitive pressures, as compared to our competitors, may be compromised due to our high level of debt and the restrictive covenants in our existing or future indebtedness;
•our ability to receive distributions from our subsidiaries and to pay taxes, expenses and dividends may be adversely affected by the terms of our debt;
•increases in interest rates would increase the cost of servicing our debt; and
•our ability to borrow additional funds or to refinance debt may be limited.
Moreover, in the event of a default under any of our indebtedness, the holders of our indebtedness could elect to declare such indebtedness be due and payable and/or elect to exercise other rights, such as the lenders under the A&R Credit Agreement terminating their commitments thereunder or instituting foreclosure proceedings against their collateral, any of which could have a material adverse effect on our liquidity and our business, financial conditions and results of operations.
The terms of the A&R Credit Agreement restrict our current and future operations, particularly our ability to respond to changes or to take certain actions.
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-term best interests, including restrictions on our ability to:
•incur or guarantee additional indebtedness or issue disqualified stock or preferred stock;
•incur liens;
•consummate certain fundamental changes (such as acquisitions, mergers or liquidations);
•sell, transfer or otherwise dispose of assets, including capital stock of subsidiaries;
•pay dividends and make other distributions on, or redeem, repurchase or retire capital stock;
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•make investments, acquisitions, loans, or advances;
•engage in certain transactions with affiliates;
•enter into agreements that restrict the ability of restricted subsidiaries to make dividends or other payments to the borrower or the guarantors of the debt under the A&R Credit Agreement;
•change of the nature of our business;
•prepay, redeem or repurchase certain indebtedness; and
•designate restricted subsidiaries as unrestricted subsidiaries.
Under certain circumstances, the restrictive covenants in the A&R Credit Agreement require us to satisfy certain financial incurrence tests in order to engage in certain transactions, including to incur certain additional indebtedness and to make certain dividends. Our ability to satisfy those tests can be affected by events beyond our control.
As a result of the restrictions described above, we are limited as to how we conduct our business and we may be unable to raise additional debt or equity financing to operate during general economic or business downturns, to compete effectively or to take advantage of new business opportunities. Such restrictions may affect our ability to grow in accordance with our growth strategy. The terms of any future indebtedness we may incur could include similar or more restrictive covenants and other restrictions. We cannot assure you that we will be able to maintain compliance with these covenants and other restrictions in the future or that we will be able to obtain waivers from the lenders or amend the covenants. In addition, any such waivers or amendments could cause us to incur significant costs, fees and expenses.
Our failure to comply with those covenants or other restrictions contained in our existing or future debt could result in an event of default. In the event of a default, the holders of our indebtedness could elect to declare such indebtedness be due and payable and/or elect to exercise other rights, such as the lenders under the A&R Credit Agreement terminating their commitments thereunder or instituting foreclosure proceedings against their collateral, any of which could have a material adverse effect on our liquidity and our business, financial condition and results of operations. If any such acceleration or foreclosure action occurs, we may not have sufficient assets to repay that indebtedness or be able to borrow sufficient funds to refinance it. Even if we are able to obtain new financing, it may not be on commercially reasonable terms or on terms acceptable to us.
Servicing our indebtedness will require a significant amount of cash. Our ability to generate cash depends on many factors, some of which are not within our control.
Our ability to make scheduled payments on, or to refinance our obligations under, our outstanding indebtedness depends on our ability to generate cash in the future. To a certain extent, this is subject to general economic, financial, competitive, legislative, regulatory and other factors that are beyond our control. If we are unable to generate sufficient cash flow to service our debt and meet our other commitments, we may be forced to reduce or delay capital expenditures, sell assets, restructure or refinance all or a portion of our debt or seek additional equity capital. We cannot assure you that any such actions, if necessary, could be effected on a timely basis, on commercially reasonable terms, or at all. In addition, the terms of our existing or future debt arrangements could restrict us from effecting any of these actions. For example, the A&R Credit Agreement contains restrictive covenants that include restrictions on our ability to, among other things, incur additional indebtedness, incur liens, consummate certain fundamental changes (such as acquisitions, mergers or liquidations), dispose of assets, pay dividends or other distributions, make investments and enter into transactions with affiliates. Our failure to comply with those covenants could result in an event of default which, if not cured or waived, could result in the acceleration of all the debt under the A&R Credit Agreement. See “Part I, Item 1. Business — Description of Certain Indebtedness” for more information. Furthermore, the terms of any future debt we may incur could have further additional restrictive covenants. We may not be able to maintain compliance with these covenants in the future, and in the event that we are not able to maintain compliance, we cannot assure you that we will be able to obtain waivers from the lenders or amend the covenants.
Our credit ratings are periodically reviewed by rating agencies.33Our credit ratings are periodically reviewed by rating agencies, including Standard & Poor’s. These ratings, and any downgrades or any written notice of any intended downgrading or of any possible change, have and may affect our ability to borrow and may increase our costs of borrowings. Any failure to raise additional funds on favorable terms could have a material adverse effect on our liquidity and financial condition.
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Risks Relating to Our Dependence on Third Parties
If we are unable to maintain existing, and establish new, arrangements with travel suppliers, or if our travel suppliers and partners reduce or eliminate the commission and other compensation they pay us or affect surcharges on TMCs, our business and results of operations would be negatively impacted.
Our business is dependent on our ability to maintain our relationships and arrangements with existing travel suppliers, such as airlines, hotels, car rentals, hotel consolidators, destination services companies and GDSs, as well as our ability to establish and maintain relationships with new travel suppliers. Adverse changes in key arrangements with our travel suppliers, including an inability of any key travel supplier to fulfill its payment obligation to us in a timely manner, increasing industry consolidation, changes in travel suppliers’ booking practices regarding groups, or our inability to enter into or renew arrangements with these parties on favorable terms, if at all, could reduce the amount, quality, pricing and breadth of the travel services and products that we are able to offer, which could adversely affect our business, financial condition and results of operations. In addition, decisions by airlines to surcharge the channel represented by TMCs, for example, by surcharging fares booked through or passing on charges to TMCs, or introduction of such surcharges to fares booked through the GDSs through which a material share of our content is sourced, could have an adverse impact on our business, particularly in regions in which our GDS is a significant source of bookings for an airline choosing to impose such surcharges. To compete effectively, we may need to increase incentives, pre-pay incentives, discount or waive product or service fees or increase spending on marketing or product development, which could adversely affect our business, financial condition and results of operations.
We generate a significant portion of our revenue from commissions and incentive payments from travel suppliers, especially airline suppliers, and GDSs. If, as a result of a reduction in volumes due to airlines shifting volume away from GDSs to the new distribution capability ("NDC"), or travel suppliers or GDSs reducing or eliminating the commissions, incentive payments or other compensation they pay to us, our revenue may decline unless we are able to adequately mitigate such reduction. If, as a result of a reduction in volumes due to airlines shifting volume away from GDSs to the new distribution capability ("NDC"), or any other reason, travel suppliers or GDSs reduce or eliminate the commissions, incentive payments or other compensation they pay to us, our revenue may decline unless we are able to adequately mitigate such reduction.
Although we generally maintain formal contractual relationships with our travel suppliers, we do currently, and may continue to, maintain more informal arrangements with certain travel suppliers which can be terminated with or without notice and which can create uncertainty with respect to the agreed terms including pricing. If these arrangements are terminated unexpectedly, or there is disagreement regarding the terms of the agreement with such travel supplier, our financial results or operations could be negatively impacted.
We cannot assure you that our agreements or arrangements with our travel suppliers or travel-related service providers will continue or that our travel suppliers or travel-related service providers will not reduce commissions and other financial incentives, terminate their contracts, make their products or services unavailable to us or default on or dispute their payment or other obligations with us, any of which could reduce our revenue and margins or may require us to initiate legal or arbitral proceedings to enforce contractual payment obligations, which may materially and adversely affect our business, financial condition and results of operations.
Our business and results of operations could be adversely affected if one or more of our major travel suppliers suffers a deterioration in its financial condition, withdraws from or reduces its participation in our services or, as a result of consolidation in the travel industry, loses bookings or revenue.
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 do 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. While we don't 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.
In particular, as a substantial portion of our revenue depends on our sale of airline flights, we could be adversely affected by changes in the airline industry, including consolidations or bankruptcies and liquidations, and in many cases, we have no control over such changes. Consolidation among travel suppliers, including airline mergers and alliances, may increase competition from direct distribution channels related to those travel suppliers and place more negotiating leverage in the hands of those travel suppliers to attempt to lower booking fees and to lower commissions and other financial incentives. Changes in ownership of travel suppliers may also cause them to direct less business towards us. If we are unable to compete effectively, our suppliers could limit our access to their content, including exclusive content, and favorable fares and rates and other incentives, which could adversely affect our results of operations. Mergers and
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acquisitions of airlines may also result in adjustments to routes, a reduction in total flights and overall passenger capacity and changes in fares, which may adversely affect the ability of our business to generate revenue.
Travel suppliers’ use of alternative distribution models, such as direct distribution models, could adversely affect our business.
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. 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.
In addition, with respect to ancillary products, travel suppliers may choose not to comply with the technical standards that would allow ancillary products to be immediately distributed via intermediaries, thus resulting in a delay before these products become available through us relative to availability through direct distribution. In addition, if enough travel suppliers choose not to develop ancillary products in a standardized way with respect to technical standards our investment in adapting our various systems to enable the sale of ancillary products may not be successful.
Companies with close relationships with end clients, like 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.Companies with close relationships with end clients, like Facebook, 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 Partner Networks and renew existing, or enter into new, Partner agreements, we may be unable to expand our business, and our financial condition and results of operations may suffer.Unless we maintain good relationships with our TPN partners and renew existing, or enter into new, TPN agreements, we may be unable to expand our business, and our financial condition and results of operations may suffer.
Through our Partner Networks, we expand our global reach through a set of Partners that operate locally (predominantly in non-proprietary regions) under our brands. Our Partners 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. The partners from the TPN either participate in the network for a fixed fee 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 business, we must consistently renew, and/or enter into new, Partner agreements to actively make our travel product and service offerings globally available to travelers.
The benefits we provide to the Partners within our Partner Networks 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 Partner agreements with a sufficient number of new qualified Partners.Additionally, a decline in our financial condition or results of operations may hamper our success in identifying, recruiting, and entering into TPN agreements with a sufficient number of new qualified partners. Our ability, and the ability of our Partners, to successfully expand into new countries may be adversely affected by a lack of awareness or acceptance of our brand. In addition, our ability, and the ability of our partners, to successfully expand into new markets may be adversely affected by a lack of awareness or acceptance of our brand. A disruption to a relationship with a Partner within any one of our Partner Networks may impact customer retention and our financial condition and results of operations may suffer.
Our Partners could take actions that may harm our business.Our TPN partners could take actions that may harm our business.
Our Partners that form part 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 Partners 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. Our TPN partners 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 Partners 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. If our TPN partners were to provide diminished quality of service to clients, engage in fraud, including fraud related to our commission structure, 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 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.We may have disputes with our Network 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 Partners are an integral part of our business, and we may be unable to successfully implement our growth strategy if our Partners refuse to participate in such strategies.Our Network Partners are an integral part of our business, and we may be unable to successfully implement our growth strategy if our Network Partners refuse to participate in such strategies. For example, the refusal by our Partners to actively make
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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 Partners due to our lack of personnel in the countries served by such businesses.
We may have disputes with our Partners with respect to our execution of our growth strategy or our performance under their respective agreements.We may have disputes with our Network Partners with respect to our execution of our growth strategy or our performance under their respective agreements. As a result of such disputes, our Partners 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. As a result of such disputes, our Network Partners 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 Partner agreements.
We plan to renew our existing Partner agreements upon expiration.We plan to renew our existing Network Partner agreements upon expiration. However, we may be unable to retain our Partners by renewing such agreements on satisfactory terms, or at all. However, we may be unable to retain our Network Partners by renewing such agreements on satisfactory terms, or at all. If a significant number of our existing Partner agreements are not renewed, our revenue and profit may decrease. If a significant number of our existing Network Partner agreements are not renewed, our revenue and profit may decrease. If we cannot attract and retain new Partners to replace expired Partner agreements, our results of operations could be materially and adversely affected. If we cannot attract and retain new Network Partners to replace expired Network Partner relationships, our results of operations could be materially and adversely affected. In addition, if travel suppliers do not include some or all of our Partners in our preferred supplier agreements our revenues could be adversely impacted and Partners may choose to exit the program, which would further reduce our potential revenues. In addition, if travel suppliers do not include some or all of our Network Partners in our preferred supplier agreements our revenues could be adversely impacted and Network Partners may choose to exit the program, which would further reduce our potential revenues.
Risks Relating to Employee Matters, Managing Our Growth and Other Risks Relating to Our Business
Our ability to identify, hire and retain senior management and other qualified personnel is critical to our results of operations and future growth.
Much of our future success depends on the continued service, availability and performance of our senior management and other qualified personnel, particularly our professionals with experience in the travel industry. Any of these individuals may choose to terminate their employment with us at any time, subject to any notice period they may have with us. Any of these individuals may choose to terminate their employment with us at any time. The loss of any of these individuals could harm our business and reputation, especially if we have not been successful in developing adequate succession plans. Our business is also dependent on our ability to retain, hire and motivate talented, highly skilled personnel across all levels of our organization. We may be unable to retain personnel or to attract other highly qualified personnel, particularly if we do not offer employment terms that are competitive with the rest of the labor market. As such, we may experience higher compensation costs to retain senior management and qualified personnel that may not be offset by improved productivity or increased sales. If we are unable to continue to successfully attract and retain key personnel, our business may be harmed.
As we continue to grow, including from the integration of employees and businesses acquired in connection with previous or potential future acquisitions, we may find it difficult to hire, integrate, train, retain and motivate personnel who are essential to our future success.
Unionizing efforts by employees could have an adverse effect on our business, financial condition, results of operations and prospects.
None of our U.S. based employees are currently covered by a collective bargaining agreement, but any attempt by our employees to organize a labor union could result in increased legal and other associated costs. Additionally, given the National Labor Relations Board’s “speedy election” rule, our ability to timely and effectively address any unionizing efforts would be difficult. If we enter into a collective bargaining agreement with our U.S. based employees, the terms could materially adversely affect our costs, efficiency and ability to generate acceptable returns on the affected operations.
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"). 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.
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We may be unable to identify and consummate new acquisition opportunities.
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. 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. This competition for a small number of business opportunities may make it more 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 International, Inc., EG Corporate Travel Holdings LLC ("Expedia"), and QH Travel L.P. ("QIA"), 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. In addition, under the Shareholders Agreement, 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 consummated, will result in a financial or other benefit to us.
The process of integrating an acquired company’s business into our operations involves many potential difficulties or risks which can be magnified when one or more integrations are occurring simultaneously or within a small period of time. There is a risk that we are unable to obtain the anticipated benefits of an acquisition, including synergies, economies of scale, revenues and cash flow. The process of integration and investing in new technologies is challenging and may result in expected or unexpected operating or compliance challenges, which may require significant expenditures and a significant amount of our management’s attention that would otherwise be focused on the ongoing operation of our business. The process of integrating an acquired company’s business into our operations and investing in new technologies is challenging and may result in expected or unexpected operating or compliance challenges, which may require significant expenditures and a significant amount of our management’s attention that would otherwise be focused on the ongoing operation of our business.
Acquisitions we may pursue in the future may be partially financed through additional debt or equity.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.
The Merger with CWT may cause our financial results to differ from our expectations or the expectations of the investment community, we may not achieve the anticipated benefits of the Merger, and the Merger may disrupt our current plans or operations.
The success of the Merger will depend, in part, on our ability to successfully integrate the business of CWT and realize the anticipated benefits, including the anticipated synergies. Difficulties in integrating CWT may result in the failure to realize anticipated synergies in the expected timeframe, in operational challenges, and in the diversion of management’s attention from ongoing business concerns as well as in unforeseen expenses associated with the Merger, which may have an adverse impact on our financial results.
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Any due diligence conducted by us in connection with a potential acquisition may not reveal all relevant considerations or liabilities of the target business, which could have a material adverse effect on our financial condition or results of operations.
We intend to conduct such due diligence as we deem reasonably practicable and appropriate based on the facts and circumstances applicable to any potential acquisition. The objective of the due diligence process will be to identify material issues which may affect the decision to proceed with any one particular acquisition target or the consideration payable for an acquisition. We also intend to use information revealed during the due diligence process to formulate our business and operational planning for, our valuation of and integration planning for, any target company or business. While conducting due diligence and assessing a potential acquisition, we may rely on publicly available information, if any, information provided by the relevant target company and, in some circumstances, third-party investigations.
We cannot assure you that the due diligence undertaken with respect to a potential acquisition will reveal all relevant facts that are necessary to evaluate such acquisition or to formulate a business strategy. As part of the due diligence process, we will make subjective judgments regarding the results of operations, financial condition and prospects of a potential opportunity. If the due diligence investigation fails to correctly identify material issues and liabilities that may be present in a target company or business, or if we consider such material risks to be commercially acceptable relative to the opportunity, and we proceed with an acquisition, we may subsequently incur substantial impairment charges or other losses.
We have underfunded/unfunded defined pension benefit obligations and significant contributions to the pension plans could adversely impact our liquidity. Further, a decline in the discount rate, lower-than-expected investment return on pension assets and other factors could affect our financial position and results of operations.
As of December 31, 2025, our unfunded/underfunded defined pension benefit obligations were $163 million.
Our most material underfunded pension benefit obligation is to certain of our employees and retirees in the U.Our most material underfunded pension benefit obligation is to certain of our associates and retirees in the U. K., under which we have funding obligations. We also have underfunded and/or unfunded pension and other postretirement benefit obligations in Germany, Switzerland, Mexico, Italy and Taiwan. We also have limited underfunded and/or unfunded pension and other postretirement benefit obligations in Germany, Italy, France, Switzerland, Mexico and Taiwan.
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 include salary 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. Further declines in the value of the plan investments or unfavorable changes in law or regulations that govern pension plan funding could materially change the timing and amount of required funding. Additional large funding requirements could adversely affect our liquidity.
We calculate net periodic pension cost (benefit) for our plans using actuarial valuations in accordance with GAAP. These valuations reflect assumptions about financial market and other economic conditions, which may change based on changes in key economic indicators. The most significant year-end assumptions used to estimate pension cost or benefit for the following year are the discount rate applied to plan liabilities and the expected long-term rate of return on plan assets. In addition, we are required to make an annual measurement of plan assets and liabilities, which may result in a significant charge to shareholders’ equity. For a discussion regarding how our financial statements are affected by pension
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plans, see note 14 - Employee Benefit Plans to our consolidated financial statements included elsewhere in this Annual Report.
Although GAAP expense and pension funding contributions are impacted by different regulations and requirements, the key economic factors that affect GAAP expense would also likely affect the amount of cash we would contribute to the pension plans.
Risks Relating to Intellectual Property, Information Technology, Data Security and Privacy
Any termination of the A&R Trademark License Agreement for rights to the American Express trademarks used in our business, including failure to renew the license upon expiration, could adversely affect our business and results of operations.
In May 2022, we executed an Amended and Restated Trademark License Agreement with American Express ("A&R Trademark License Agreement") pursuant to which we license the American Express trademarks used in the American Express Global Business Travel and American Express GBT Meetings & Events brands for an eleven-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.
Any failure to maintain or enhance the reputation of our brands, including the brands in which we use the licensed American Express trademarks, could adversely affect our business and results of operations.
If we are unable to maintain or enhance the reputation of our brands, including the American Express Global Business Travel and American Express GBT Meetings & Events brands which include the American Express trademarks licensed under the A&R Trademark License Agreement with American Express, and generate demand in a cost-effective manner, it could negatively impact our ability to compete in the travel industry and could have a material adverse effect on 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 brands occur, we may be required to financially contribute to a fund to rehabilitate those licensed American Express trademarks 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 those licensed American Express 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 brand value could diminish significantly if any such incidents or other matters erode client confidence in us or in American Express with respect to the licensed American Express trademarks used in our business, 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 brands, could adversely affect our business and result of operations.
As a condition of our license to use the American Express trademarks in the 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
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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.
If we fail to develop new and innovative technologies or enhance our existing technologies and grow our systems and infrastructure in response to changing client demands and rapid technological change, our business may suffer.
The travel industry is subject to changing client preferences and demands relating to travel and travel-related services, including in response to constant and rapid technological change. If we are unable to develop or enhance technology in response to such changes, products or technologies offered or developed by our competitors may render our services less attractive to travelers.
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 expand 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-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 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.
If we are not able to maintain existing systems, obtain new technologies and systems, or replace or introduce new technologies and systems as quickly as our competitors or in a cost-effective manner, our business and operations could be materially adversely affected. Also, we may not achieve the benefits anticipated or required from any new technology or system or be able to devote financial resources to new technologies and systems in the future.
Use of artificial intelligence in our operations could result in reputational or competitive harm and legal or regulatory liability.
We have incorporated and may continue to incorporate certain artificial intelligence, machine learning, data science, and similar technologies (collectively, "AI"), including third-party AI tools, into our 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, 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. Our 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 and adversely affect our business, financial condition and results of operations.
We rely on information technology to operate our business. System interruptions, defects and slowdowns, including with respect to information technology provided by third parties, may cause us to lose travelers or business opportunities or to incur liabilities.
We rely on information technology ("IT") systems to service our clients and enable transactions to be processed on our platforms.We rely on IT systems to service our clients and enable transactions to be processed on our platforms.
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If we are unable to maintain and improve our IT systems and infrastructure, this may result in system interruptions, defects and slowdowns. In the event of system interruptions and/or slow delivery times, prolonged or frequent service outages or insufficient capacity that impedes us from efficiently providing services to travelers, we may lose travelers and revenue or incur liabilities. Further, errors, bugs, vulnerabilities, design defects, or technical limitations within our IT systems may lead to negative experiences for our clients, compromised ability to perform services in a manner consistent with our terms, contracts, or policies, delayed product introductions or enhancements, compromised ability to protect the data of our users, other clients, employees and business partners and/or our intellectual property or other data, or reductions in our ability to provide some or all of our services.
Our IT systems are vulnerable to damage, interruption or fraudulent activity from various causes, any of which could have a material adverse impact on our business, financial condition or results from operations including:
•power losses, computer systems defects or failure, errors, bugs or vulnerabilities, computer viruses and other contaminants, internet and telecommunications or data network failures, losses and corruption of data and similar events;
•operator error, penetration by individuals seeking to disrupt operations, misappropriate information or perpetrate fraudulent activity and other physical or electronic breaches of security;
•the failure of third-party software, systems or services that we rely upon to maintain our own operations;
•lack of cloud computing capabilities and other technical limitations; and
•natural disasters, fires, pandemics, wars and acts of terrorism.
In addition, we are dependent upon software, equipment and services provided and/or managed by third parties in the operation of our business. We currently rely on a variety of third-party systems, service providers and software companies, including GDSs and other electronic central reservation systems used by airlines, various channel managing systems and reservation systems used by other travel suppliers, as well as other technologies used by payment gateway providers. In particular, we rely on third parties for:
•the hosting of our websites;
•the hosting of websites of our travel suppliers, which we may rely on;
•certain software underlying our technology platform;
•transportation ticketing agencies to issue transportation tickets and travel assistance products, confirmations and deliveries;
•assistance in conducting searches for airfares and processing air ticket bookings;
•processing hotel reservations for hotels not connected to our management systems;
•processing credit card, debit card and net banking payments;
•providing computer infrastructure critical to our business;
•providing after hours travel management services; and
•providing client relationship management services.
Any disruption or failure in the software, equipment and services provided and/or managed by these third parties, or errors, bugs or vulnerabilities, could result in performance delays, outages or security breaches that could be harmful to our business. Generally, our third-party IT service providers have disaster recovery and business continuity plans relating to the services provided to us. However, if certain system failures occur, we may not be able to switch to back-up systems immediately, and the time to fully recover could be prolonged.
In the event that the performance of such software, equipment or services provided and/or managed by third parties deteriorates or our arrangements with any of these third parties related to the provision and/or management of
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software, equipment or services are terminated, we may not be able to find alternative services, equipment or software on a timely basis, on commercially reasonable terms, or at all. Even if we are able to find alternative services, equipment or software, we may not be able to do so without significant cost or disruptions to our business, and our relationships with our travelers may be adversely impacted. Our failure to secure agreements with such third parties, or the failure of such third parties to perform under such agreements, may have a material adverse effect on our business, financial condition or results of operations.
We may have inadequate insurance coverage or insurance limits to compensate for losses from a major interruption, and remediation may be costly and have a material adverse effect on our operating results and financial condition. Any extended interruption or degradation in our technologies or systems could significantly curtail our ability to conduct our business and generate revenue.
Our use of “open source” software could adversely affect our ability to protect our proprietary software and subject us to possible litigation.
We use open source software in connection with our software development. From time to time, companies that use open source software have faced claims challenging the use of open source software and/or demanding compliance with open source license terms. We could be subject to suits by parties claiming ownership of what we believe to be open source software, or claiming non-compliance with open source licensing terms. Some open source licenses require licensees who distribute software containing, linking to or derived from open source software to make publicly available the source code of such distributed software, which in some circumstances could be valuable proprietary code, license our software for free or permit others to make derivative works based on such software. While we have implemented policies to ensure that no open source software is used in a manner that would require us to disclose our proprietary source code, license our software for free or permit others to make derivative works based on it, there can be no guarantee that such use could not inadvertently occur. Any requirement to disclose our proprietary source code, license it for free or license it for purposes of making derivative works, and any requirement to pay damages for breach of contract and/or intellectual property infringement may have a material adverse effect on our business, results of operations or financial condition, and could help our competitors develop services that are similar to or better than ours.
Our processing, storage, use and disclosure of personal data, including of travelers and our employees, exposes us to risks stemming from possible failure to comply with governmental law and regulation and other legal obligations.
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 , the scope of which are changing, subject to differing interpretations, and may be inconsistent between states within a country or between countries. 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 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. 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 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.
In the United States, the California Consumer Privacy Act (“CCPA”) and the California Privacy Rights Act ("CPRA") limit how we may collect and use personal information, including by requiring companies that process
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information relating to California residents to make disclosures to consumers about their data collection, use and sharing practices, provide consumers with rights to know and delete personal information and allow consumers to opt out of certain data sharing with third parties. The CPRA also creates new rights for California residents to direct a business to limit the use and disclosure of such information to that which is necessary to perform the services reasonably expected by the consumer and to request that a company correct inaccurate personal information that is retained by the company. The Virginia Consumer Data Protection Act, which took effect in January 2023, gives new data protection rights to Virginia residents and imposes additional obligations on controllers and processors of consumer data similar to the CCPA and CPRA. A number of other U.S. states have recently signed into law or are considering legislation governing the handling of personal data, indicating a trend toward more stringent privacy legislation in the United States. In addition to the existing framework of data privacy laws and regulations, the U.S. Congress, U.S. state legislatures and many states and countries outside the United States are considering new privacy and security requirements that would apply to our business. Compliance with current or future privacy, cybersecurity, data protection, data governance, account access and information and cybersecurity laws requires ongoing investment in systems, policies and personnel and will continue to impact our business in the future by increasing our legal, operational and compliance costs and could significantly curtail our collection, use, analysis, sharing, retention and safeguarding of personal information and restrict our ability to fully maximize our closed-loop capability, deploy data analytics or AI technology or provide certain products and services, which could materially and adversely affect our profitability. We or our third-party service providers could be adversely affected if legislation or regulations are expanded to require changes in our or our third-party service providers’ business practices or if governing jurisdictions interpret or implement their legislation or regulations in ways that negatively affect our or our third-party service providers’ business, results of operations or financial condition.
As a merchant that processes and accepts cards for payment, we have adopted and implemented internal controls over the use, storage and security of card data pursuant to the Payment Card Industry Data Security Standards ("PCI-DSS"). We assess our compliance with the PCI-DSS rules on a periodic basis and make necessary improvements to our internal controls. If we fail to comply with these rules or requirements, we may be liable for card issuing banks’ costs, subject to fines and higher transaction fees, and lose our ability to accept credit and debit card payments from our clients, or facilitate other types of online payments, and our business and operating results could be adversely affected. For existing and future payment options we offer to both our business clients and travel suppliers, we may become subject to additional regulations and compliance requirements, such as the EU Payment Services Directive or local tokenization requirements including obligations to implement enhanced authentication processes, which could result in significant costs to us and our travel suppliers and reduce the ease of use of our payments options.
While we have taken steps to comply with privacy, cybersecurity, data protection, data governance, account access and information and cybersecurity laws and PCI-DSS, any failure or perceived failure by us, our third-party service providers, our independent travel advisors or our Partners or affiliates to comply with the privacy policies, privacy- or cybersecurity-related obligations to travelers or other third parties, or privacy- or cybersecurity-related legal obligations could result in potentially significant regulatory and/or governmental investigations and/or actions, litigation, fines, sanctions, monetary penalties and damages, ongoing regulatory monitoring and increased regulatory scrutiny, client attrition, diversion of management’s time and attention, decreases in the use or acceptance of our cards and damage to our reputation and our brand, all of which could have a material adverse effect on our business and financial performance.While we have taken steps to comply with privacy, cybersecurity, data protection, data governance, account access and information and cybersecurity laws and PCI-DSS, any failure or perceived failure by us, our third-party service providers, our independent travel advisors or our partners or affiliates to comply with the privacy policies, privacy- or cybersecurity-related obligations to travelers or other third parties, or privacy- or cybersecurity-related legal obligations could result in potentially significant regulatory and/or governmental investigations and/or actions, litigation, fines, sanctions, monetary penalties and damages, ongoing regulatory monitoring and increased regulatory scrutiny, client attrition, diversion of management’s time and attention, decreases in the use or acceptance of our cards and damage to our reputation and our brand, all of which could have a material adverse effect on our business and financial performance. In recent years, there has been increasing regulatory enforcement and litigation activity in the areas of privacy, data protection and information and cybersecurity in the United States, the EU and various other countries in which we operate.
Cybersecurity attacks, security breaches or incidents impacting our systems or data could adversely affect our ability to operate, could result in personal information and our proprietary information being lost, stolen, made inaccessible, improperly disclosed or misappropriated and may cause us to be held liable or subject to regulatory penalties and sanctions and to litigation (including class action litigation), which could have a material adverse effect on our reputation and business.Cybersecurity attacks or security breaches could adversely affect our ability to operate, could result in personal information and our proprietary information being lost, stolen, made inaccessible, improperly disclosed or misappropriated and may cause us to be held liable or subject to regulatory penalties and sanctions and to litigation (including class action litigation), which could have a material adverse effect on our reputation and business.
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. Our travel suppliers currently require most travelers to pay for their transactions with their credit card, especially in the United States 44Increasingly sophisticated technological capabilities 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. Increasingly sophisticated technological capabilities, 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
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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 engineering, 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. In 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 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. These risks are likely to increase as we expand our offerings, expand internationally, integrate our products and services, 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 AI 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 increased the effectiveness of cyber threat activity.
If a party (whether internal, external, an affiliate or unrelated third 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.If a party (whether internal, external, an affiliate or unrelated third-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.
Our failure to adequately protect our intellectual property, and claims of infringement against us, may negatively impact our ability to compete effectively against competitors in our industry.
Our success and ability to compete depend, in part, upon our intellectual property, including our brands, technology and database. In the United States and other jurisdictions, we rely on a combination of copyright, trademark, patent, and trade secret laws, as well as license and confidentiality agreements and internal policies and procedures to protect our intellectual property. Even with these precautions, however, it may be possible for another party to infringe, copy or otherwise obtain and use our owned or licensed intellectual property without our authorization or to develop similar intellectual property independently, particularly in those countries where effective trademark, domain name, copyright, patent and trade secret protection may not be available. Even where effective protection is available, policing unauthorized use of our intellectual property is difficult and expensive.
If it becomes necessary for us to litigate to protect these rights, any proceedings could be burdensome and costly, could result in counterclaims challenging our ownership of intellectual property or its validity or enforceability or accusing us of infringement, and we may not prevail. We cannot be certain that the steps that we have taken or will take in the future will prevent third-party misappropriation or infringement of intellectual property used in our business. We cannot be certain that the steps that we have taken or will take in the future will prevent misappropriation or infringement of intellectual property used in our business. Unauthorized use
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and misuse of our intellectual property or intellectual property we otherwise have the right to use could reduce or eliminate any competitive advantage we have developed, potentially causing us to lose sales or actual or potential clients, or otherwise harm our business, resulting in a material adverse effect on our business, financial condition or results of operations, and we cannot assure you that legal remedies would adequately compensate us for the damage caused by unauthorized use.
In addition, in recent years, in the jurisdictions 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.In recent years, in the markets 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.
Risks Relating to Regulatory, Tax and Litigation Matters
We are subject to taxes in many jurisdictions globally and changes in local tax laws could result in adverse tax consequences to us.
We are a multinational group and as such are subject to a variety of taxes in the United States and other jurisdictions where we operate. Tax laws and tax rates for income and other taxes in these jurisdictions may be subject to significant change as a result of the political and economic environment. We cannot predict the outcome of any specific legislative changes.
Significant judgment is required in determining our worldwide provision for income taxes and our effective tax rate may change from year to year depending on a variety of factors including the mix of activities and income allocated or earned among various jurisdictions, the operation of tax laws in these jurisdictions, the classification of our legal entities for US tax purposes, tax treaties between countries, our eligibility for benefits under those tax treaties, changes in uncertain tax provisions and the estimated values of deferred tax assets and liabilities. Significant judgment is required in determining our worldwide provision for income taxes and our effective tax rate may change from year to year depending on a variety of factors including the mix of activities and income allocated or earned among various jurisdictions, the operation of tax laws in these jurisdictions, tax treaties between countries, our eligibility for benefits under those tax treaties, changes in uncertain tax provisions and the estimated values of deferred tax assets and liabilities. Such changes could result in an increase in the effective tax rate applicable to all or a portion of our income which would reduce our profitability.
In the ordinary course of our business, our tax returns for both income and non-income taxes are routinely subject to audit and adjustment by local tax authorities. Uncertain tax positions for income taxes and non-income tax reserves are evaluated on a quarterly basis in light of all current facts and circumstances. Although we believe our tax estimates are reasonable, the amount could change as a result of changes in facts and circumstances, changes in tax law, new audit activity and effectively settled issues under audit. The interpretation of tax laws and the determination of any potential liability can be subject to different interpretations, and therefore the amount of our liability may exceed our established reserves.
Global taxing standards continue to evolve as a result of the Organization for Economic Co-Operation and Development (“OECD”) recommendations aimed at preventing perceived base erosion and profit shifting (“BEPS”) by multinational corporations. While these recommendations do not change tax law, the countries where we operate may implement legislation or take unilateral actions which may result in adverse effects to our income tax provision and financial statements.
Current developments in tax legislation globally also mean that despite us having significant net operating losses (“NOLs”), the rate of monetization of these NOLs is likely to be affected. 46Current developments in tax legislation globally also mean that despite us having significant net operating losses (“NOLs”), the rate of monetization of these NOLs is likely to be affected. Many tax authorities already limit the utilization
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of NOLs to a percentage of current year taxable income (typically in the range of 50%-80%). This will result in cash tax outflows in years of profit even where significant NOLs exist. This can result in cash tax outflows in years of profit even where significant NOLs exist.
We may be subject to foreign investment and exchange risks that could lead to significant changes in our reported financial results.We may be subject to foreign investment and exchange risks.
Our functional and reporting currency is U.S. dollars and as a result, our consolidated financial statements are reported in U.S. dollars. We have acquired, and may in the future acquire, businesses that are denominated in a currency other than the U.S. dollar and/or conduct operations or make sales in currencies other than U.S. dollars. When consolidating a business that has functional currency other than U.S. dollars, we will be required to translate the balance sheet and operational results of such business into U.S. dollars. As a result, changes in exchange rates between U.S. dollars and other currencies could lead to significant changes in our reported financial results from period to period. Although we may seek to manage our foreign exchange exposure, including by active use of hedging and derivative instruments, we cannot assure you that such arrangements will be entered into or available at all times when we wish to use them or that they will be sufficient to cover the risk.
Increases in interest rates would increase the cost of servicing our debt and could reduce our profitability and limit our cash available to fund our growth strategy.
Our current financing arrangements (including the debt outstanding under the A&R Credit Agreement) have, and any additional debt we subsequently incur may have, a variable rate of interest. Higher interest rates could increase debt service requirements on our current variable rate indebtedness even though the amount borrowed remains the same, and on any debt we subsequently incur, and could reduce funds available for operations, future business opportunities or other purposes. If we need to repay debt during periods of rising interest rates, we could be required to refinance our then-existing debt on unfavorable terms or liquidate one or more of our assets to repay such debt at times which may not permit realization of the maximum return on such assets and could result in a loss. The occurrence of either or both events could materially and adversely affect our profitability, cash flows and results of operations.
We may hedge against certain variable interest rate risks by using hedging instruments such as swaps, caps, options, forwards, futures or other similar products. As of December 31, 2025, we have interest rates swap derivative contracts for $900 million of notional amounts, hedging a portion of our variable interest rate on term loans. These interest rate swaps essentially fix the interest rates on a portion of our term loans and help manage a portion of our interest cost in an economic environment where interest rates are rising. These interest rate swaps essentially fix the interest rates on our term loans and help manage a portion of our interest cost in an economic environment where interest rates are rising. See note 21 - Derivatives and Hedging to our consolidated financial statements included elsewhere in this Annual Report for more information on these derivative contracts. Although we may use hedging instruments to selectively manage risks, such instruments may not fully mitigate our interest rate risk, may prove disadvantageous or may create additional risks. Although we may use hedging instruments to selectively manage risks, such instruments may not fully mitigate our interest rate risk, may prove disadvantageous or may create additional risks, including in connection with the phase-out of LIBOR and synthetic USD LIBOR.
Our business is subject to regulation in the United States and the other jurisdictions in which we operate, and any failure to comply with such regulations or any changes in such regulations could adversely affect us.
We are subject to various regulations in the United States and the international jurisdictions in which we operate. In addition, we maintain travel licenses and/or registrations in the jurisdictions that require them. We are required to renew our licenses, typically on an annual basis, and, to do so, we must satisfy the licensee renewal requirements of each jurisdiction. Failure to satisfy any of the requirements to which our licensed entities are subject could result in a variety of regulatory actions ranging from a fine, a directive requiring remedial action, suspension of a license or, ultimately, revocation of a license.
For a specific discussion of risks related to American Express’s deemed “control” of us under the BHC Act, see “— 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."
We are subject to other laws and regulations on matters as diverse as anti-bribery and anti-corruption laws, economic sanctions laws and regulations, internal controls over financial reporting, regulation by the DOT regarding the provision of air transportation, data privacy and protection regulations, taxation, environmental protection, antitrust, wage-and-hour standards, headcount reductions and employment and labor relations. In addition, certain of our clients have government contracts that subject them and us to governmental reporting requirements.
Supervision efforts and the enforcement of existing laws and regulations impact the scope and profitability of our existing business activities, could limit our ability to pursue certain business opportunities and adopt new technologies,
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compromise our competitive position, and affect our relationships with partners, merchants, vendors and other third parties. Moreover, regulatory authorities have relatively broad discretion to grant, renew and revoke licenses and approvals and to implement regulations. Accordingly, such regulatory authorities could prevent or temporarily suspend us from carrying on some or all of our activities or otherwise penalize us if our practices were found not to comply with the then current regulatory or licensing requirements or any interpretation of such requirements by the regulatory authority. The current administration may amend previously enacted laws or adopt new legislative or regulatory reforms to which we are subject. New or amended laws or regulations could similarly affect our business, increase our costs of doing business and require us to change certain of our business practices and invest significant management attention and resources, all of which could adversely affect our results of operations and financial condition. New laws or regulations could similarly affect our business, increase our costs of doing business and require us to change certain of our business practices and invest significant management attention and resources, all of which could adversely affect our results of operations and financial condition.
If we fail to satisfy regulatory requirements, our financial condition and results of operations could be adversely affected, and we may be restricted in our ability to take certain capital actions (such as declaring dividends or repurchasing outstanding shares) or engage in certain business activities or acquisitions, which could compromise our competitive position.
Our international operations are also subject to local government laws, regulations and procurement policies and practices which may differ from U.S. government regulations.
For example, in Europe, computerized reservation systems regulations or interpretations of regulations may:
•increase our cost of doing business or lower our revenue;
•limit our ability to sell marketing data;
•impact relationships with travel agencies, airlines, rail companies, or others, impair the enforceability of existing agreements with travel agencies and other users of our system;
•prohibit or limit us from offering services or products; or
•limit our ability to establish or change fees.
In addition, certain foreign jurisdictions are considering regulations intended to address the issue of “overtourism,” including by restricting access to city centers or popular tourist destinations or limiting accommodation offerings in surrounding areas, such as by restricting the construction of new hotels or the renting of homes or apartments. Such regulations could adversely affect travel to, or our ability to offer accommodations in, such markets, which could negatively impact our business, growth and results of operations.
Similarly, companies we acquired may not have been subject to U.S. laws until we acquired them. Until we are able to fully integrate our compliance processes into the operations of such acquired companies, we are at risk of the acquired company’s failure to comply with U.S. laws, rules and regulations. Failure by us and our subsidiaries to comply with these laws could subject us to government investigations, civil and criminal penalties and reputational harm, which could have a material adverse effect on our consolidated operating results and financial position.
Further, we rely on third parties that we do not control, including travel suppliers, strategic partners, third-party service providers and affiliates. If these third parties fail to meet our requirements or standards or the requirements or standards of applicable laws or governmental regulations, it could damage our reputation, make it difficult for us to operate some aspects of our business, or expose us to liability for their actions which could have an adverse impact on our business and financial performance.
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
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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 Business.”
In addition, failure to satisfy regulatory requirements arising from American Express’s deemed “control” of us under the BHC Act may give American Express the right to (i) transfer all or a significant portion of its shares of GBTG and GBT JerseyCo, (ii) exercise registration rights without regard to certain restrictions that would otherwise apply, or (iii) exchange all or a significant portion of its shares of Class A Common Stock (as well as any Class B Common Stock that it may own in the future, as applicable, for shares of Class A-1 Preferred Stock and Class B-1 Preferred Stock, respectively, which are non-voting. See “— Risks Relating to Our Organization and Structure — American Express has the right to reduce, restructure or terminate its investment in GBTG and GBT JerseyCo in the event of an Amex Exit Condition which, if exercised, could adversely affect our business, results of operations and financial condition, depress the market price of our Common Stock and result in further concentration of the voting power in GBTG.51American Express’s right to reduce, restructure or terminate its investment in GBTG and GBT JerseyCo in the event of an Amex Exit Condition could adversely affect our business, results of operations and financial condition, depress the market price of our Common Stock and result in further concentration of the voting power in GBTG. ”
We are subject to anti-corruption, anti-money laundering, and economic sanctions laws and regulations in the jurisdictions in which we operate, including the U.S. Foreign Corrupt Practices Act and regulations administered and enforced by the U.S. Treasury Department’s Office of Foreign Assets Control. Failure to comply with these laws and regulations could negatively impact our business, results of operations and financial condition.
Civil and criminal penalties may be imposed for violations of the U.S. Foreign Corrupt Practices Act, anti-money laundering laws and regulations, and regulations administered and enforced by the U. S. Treasury Department’s Office of Foreign Assets Control and similar laws and regulations. Although we have policies in place with respect to compliance with the FCPA and similar laws, anti-money laundering laws and economic sanctions laws and regulations, we cannot assure you that our directors, officers, employees and agents will comply with those laws and our policies, and we may be held responsible for any such non-compliance. If we or our directors or officers violate such laws or other similar laws governing the conduct of our business (including local laws), we, our directors, our employees or our agents may be subject to criminal and civil penalties or other remedial measures, which could harm our reputation and have a material adverse impact on our business, financial condition and results of operations. Any investigation of any actual or alleged violations of such laws could harm our reputation or have an adverse impact on our business, financial condition and results of operations.
Economic sanctions and embargo laws and regulations, such as those administered and enforced by OFAC, vary in their application, as they do not all apply to the same covered persons or proscribe the same activities, and such sanctions and embargo laws and regulations may be amended or strengthened over time. At times, economic sanctions and embargo laws and regulations may be in conflict from one jurisdiction to another. We cannot assure you that we will be in compliance with such laws, particularly as the scope of certain laws may be unclear and may be subject to changing interpretations and potential conflict. We cannot assure you that we will be in compliance with such laws, particularly as the scope of certain laws may be unclear and may be subject to changing interpretations.
In the future, we may acquire companies with business operations outside of the United States, some of which may not have previously been subject to certain U.S. laws and regulations, including the FCPA, OFAC, or other anti-corruption, anti-money laundering and economic sanctions laws applicable to us. We may be held responsible for any violations of such laws by an acquired company that occurred prior to our acquisition, or subsequent to the acquisition but before we are able to institute our compliance procedures. The process of integrating an acquired company’s business into our operations is challenging, and we may have difficulty in implementing compliance procedures for newly applicable anti-corruption and economic sanctions laws.
Our reported results of operations may be adversely affected by changes in accounting principles generally accepted in the United States.
Generally accepted accounting principles in the United States are subject to interpretation by the Financial Accounting Standards Board, the SEC, and various bodies formed to promulgate and interpret appropriate accounting
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principles. A change in these principles or interpretations could have a significant effect on our reported results of operations, and may even affect the reporting of transactions completed before the announcement or effectiveness of an accounting change.
We are and, from time to time we may be, involved in legal proceedings and may experience unfavorable outcomes, which could affect our business and results of operations.
We are, and in the future, may be, subject to legal proceedings in the course of our business, including, but not limited to, actions relating to contract disputes, business practices, intellectual property and other commercial and tax matters. Such legal proceedings may involve claims for substantial amounts of money or for other relief or might necessitate changes to our business or operations, and the defense of such actions may be both time consuming and expensive. Further, if any such proceedings were to result in an unfavorable outcome, it could result in reputational damage and have a material adverse effect on our business, financial position and results of operations. Insurance may not cover such claims, may not provide sufficient payments to cover all of the costs to resolve one or more such claims and may not continue to be available on terms acceptable to us.
Risks Relating to Our Organization and Structure
We conduct certain of our operations through joint ventures. Disagreements with our joint venture partners could adversely affect our interest in the joint ventures. Disagreements with our partners could adversely affect our interest in the joint ventures.
In the course of executing our acquisition strategy, we have acquired, and in the future may acquire, majority or minority interests in businesses or their affiliates. Although we typically seek to assume or maintain corporate control over such entities, including responsibility for the day-to-day operations of these businesses, we have not, and may not in the future, always be able to accomplish such control. In addition, we have not always been able, and in the future may not always be able, to structure such arrangements in a manner that allows us to acquire the interests not owned by us. In addition, in some instances, such majority or minority interest holder may have the right to purchase our interest in such joint venture whether or not we consent. As a result, any disagreements with our partners could result in a disruption to our business and operations.
Where we hold a minority interest in a joint venture, we may not be able to control such company’s operations or compliance with applicable laws or regulations. If we have a disagreement with a joint venture partner with respect to a particular issue, or as to the management or conduct of the business of the joint venture, we may not be able to resolve such disagreement in our favor. Disputes may occur with respect to joint ventures, and any such disagreement could have a material adverse effect on our interest in the joint venture, the business of the joint venture or the portion of our growth strategy related to the joint venture.
The classification of the Board may have anti-takeover effects, including discouraging, delaying or preventing a change of control.
The Board consists of three classes of directors with staggered, three-year terms. The presence of a classified board could have anti-takeover effects, including discouraging a third party from making a tender offer for Common Stock or attempting to obtain control of us, even when stockholders may consider such a takeover to be in their best interests. The presence of a classified board could have anti-takeover effects, including discouraging a third-party from making a tender offer for Common Stock or attempting to obtain control of us, even when stockholders may consider such a takeover to be in their best interests. It could also delay stockholders who disapprove of the performance of the Board from changing a majority of the Board through a single proxy contest.
Delaware law, our Certificate of Incorporation and our Bylaws contain certain provisions, including anti-takeover provisions, that limit the ability of holders of Common Stock to take certain actions and could delay or discourage takeover attempts that stockholders may consider favorable.
Our Certificate of Incorporation and our Bylaws contain provisions that could have the effect of rendering more difficult, delaying, or preventing an acquisition deemed undesirable by the Board and therefore depress the trading price of Common Stock. These provisions could also make it difficult for stockholders to take certain actions, including electing directors who are not nominated by the current members of the Board, or taking other corporate actions, including effecting changes in management. Among other things, our Certificate of Incorporation and Bylaws include provisions regarding:
•the ability of the Board to issue shares of preferred stock, including “blank check” preferred stock and to determine the price and other terms of those shares, including preferences and voting rights, without stockholder approval, which could be used to significantly dilute the ownership of a hostile acquirer;
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•the limitation of the liability of, and the indemnification of, our directors and officers;
•the right of the Board to elect a director to fill a vacancy created by the expansion of or the resignation, death or removal of a director, which prevents stockholders from being able to fill vacancies on the Board (unless a shareholder meeting is called by the Board for this purpose);
•the inability of holders of Common Stock to act by written consent in lieu of a meeting;
•the requirement that a special meeting of stockholders may be called only by the Board, which could delay the ability of stockholders to force consideration of a proposal or to take action, including the removal of directors;
•the procedures for the conduct and scheduling of the Board and stockholder meetings;
•the ability of the Board to amend our Bylaws, which may allow the Board to take additional actions to prevent an unsolicited takeover and inhibit the ability of an acquirer to amend our Bylaws to facilitate an unsolicited takeover attempt;
•the establishment of a supermajority stockholder vote requirement of 66 2∕3% of outstanding shares entitled to vote generally to remove directors, amend our Certificate of Incorporation or amend our Bylaws; and
•advance notice procedures with which stockholders must comply to nominate candidates to the Board or to propose matters to be acted upon at a stockholders’ meeting, which could preclude stockholders from bringing matters before annual or special meetings of stockholders and delay changes in the composition of the Board and also may discourage or deter a potential acquirer from conducting a solicitation of proxies to elect the acquirer’s own slate of directors or otherwise attempting to obtain control of us.
These provisions, alone or together, could delay or prevent hostile takeovers and changes in control or changes in our Board or management. In addition, although we have elected not to be governed by Section 203 of the Delaware General Corporation Law ("DGCL"), our Certificate of Incorporation includes similar provisions that generally prohibit us from engaging in any of a broad range of business combinations with an interested stockholder for a period of 3 years following the date on which the stockholder became an interested stockholder, unless such transactions are approved by the Board and the affirmative vote of at least 66 2∕3% of our outstanding voting stock (other than such stock owned by the interested shareholder). This provision could have the effect of delaying or preventing a change of control, whether or not it is desired by or beneficial to our stockholders. Further, other provisions of Delaware law, our Certificate of Incorporation or Bylaws may also discourage, delay or prevent someone from acquiring or merging with us.
In addition, (a) the provisions of the Shareholders Agreement, as described below, provide the stockholders party thereto with certain board nomination rights; and (b) the provisions of the Registration Rights Agreement, as described below, provide the stockholders party thereto with certain piggyback rights. Both the board representation rights and piggyback rights could have the effect of delaying or preventing a change in control.
American Express has the right to reduce, restructure or terminate its investment in GBTG and GBT JerseyCo in the event of an Amex Exit Condition which, if exercised, could adversely affect our business, results of operations and financial condition, depress the market price of our Common Stock and result in further concentration of the voting power in GBTG.51American Express’s right to reduce, restructure or terminate its investment in GBTG and GBT JerseyCo in the event of an Amex Exit Condition could adversely affect our business, results of operations and financial condition, depress the market price of our Common Stock and result in further concentration of the voting power in GBTG.
Upon the occurrence of certain events (which are referred to in the Shareholders Agreement as “Amex Exit Conditions”), American Express has the right to (i) transfer all or a significant portion of its shares of GBTG and GBT JerseyCo, (ii) exercise registration rights without regard to certain restrictions that would otherwise apply or (iii) exchange all or a significant portion of its shares of Class A Common Stock (as well as any Class B Common Stock that it may own in the future), as applicable, for shares of Class A-1 Preferred Stock and Class B-1 Preferred Stock, respectively, which are non-voting. In addition, if American Express becomes subject to regulatory or supervisory restrictions that limit its ability to engage in activities generally permitted for financial holding companies under the BHC Act and, in response, we elect to require American Express to divest or otherwise restructure its investment in us such that American Express no longer “controls” us under the BHC Act (which is an Amex Exit Condition), American Express may, at its option, terminate the A&R Trademark License Agreement, subject to the two-year transition period set forth therein (including termination of the “Payment Provider Obligations” referred to in the A&R Trademark License Agreement and the American Express exclusivity obligations to us and our affiliates and our and our affiliates’ other exclusivity obligations to American Express under the operating agreements between GBT Travel Services UK Limited (and its affiliates, where applicable) and American Express; provided, however, that our co-brand obligations with respect to the existing co-brands will continue on
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their current terms until the existing termination dates of such agreements; provided, further, that we and our affiliates will have no obligation to renew such co-brands or support any future co-brands once the A&R Trademark License Agreement is terminated). See “— Risks Relating to Intellectual Property, Information Technology, Data Security and Privacy — Any termination of the A&R Trademark License Agreement for rights to the American Express trademarks used in our business, including failure to renew the license upon expiration, could adversely affect our business and results of operations” for more information.
American Express may, to terminate its deemed “control” of us under the BHC Act following the occurrence of an Amex Exit Condition, transfer shares of GBTG and GBT JerseyCo without regard to certain applicable transfer restrictions under the Shareholders Agreement, other than the bar on transfers to sanctioned persons and subject to volume, manner of sale and other limitations under Rule 144 promulgated under the Securities Act of 1933, as amended ("Securities Act"). American Express’s exemption from certain transfer restrictions could significantly impair our and our other stockholders’ interests. For example, following the occurrence of an Amex Exit Condition, American Express could transfer shares to one of our competitors, which could undermine our competitive position.
Similarly, American Express may, to terminate its deemed “control” of us under the BHC Act following an Amex Exit Condition, exercise demand registration rights under the Registration Rights Agreement without regard to certain generally applicable restrictions and limitations on such registration rights. Among other things, the Registration Rights Agreement generally entitles us to delay the filing or initial effectiveness, or suspend the use, of a registration statement if necessary to avoid an adverse disclosure of material non-public information or other consequences seriously detrimental to us. However, we cannot avail ourselves of these protections in connection with American Express’s exercise of demand registration rights following an Amex Exit Condition. As a result, we could be compelled to disclose in a registration statement sensitive non-public information even where doing so would be seriously detrimental to us.
Moreover, American Express’s transfer or exercise of demand registration rights with respect to all or a substantial portion of its shares to terminate its deemed “control” of us under the BHC Act following an Amex Exit Condition could result in the sale of a large number of shares of our Common Stock at once or within a relatively short period of time. Such sales could cause the market price of our Common Stock to fall significantly, particularly because, following an Amex Exit Condition, the sale price for such shares may not reflect the intrinsic value of our Common Stock. Even if American Express has not exercised such rights, the possibility that it could do so in the future could itself depress the market price of our Common Stock and might make it more difficult for us to sell equity securities in the future at a time and at a price that we deem appropriate. These factors could impair investors' ability to sell their shares of our Common Stock when desired or limit the price that they may obtain for their shares. These factors could impair your ability to sell your shares of our Common Stock when desired or limit the price that you may obtain for your shares.
In addition, American Express’s exchange of such shares for shares of Class A-1 Preferred Stock and/or Class B-1 Preferred Stock, which are nonvoting, following an Amex Exit Condition would result in further concentration of voting power in GBTG. For further discussion of the risks associated with the concentration of voting power in GBTG, see “— Risks Relating to Our Securities — The interests of our largest stockholders may not always coincide with our interests or the interests of our other stockholders, and may result in conflicts of interest.”
Risks Relating to Our Securities
The market price of our Common Stock may be volatile and could decline significantly.
The trading price of our Common Stock is likely to be volatile and could be subject to fluctuations in response to various factors, some of which are beyond our control. These fluctuations could cause an investor to lose all or part of their investment in our Common Stock. These fluctuations could cause you to lose all or part of your investment in our Common Stock. Factors that could cause fluctuations in the trading price of our Common Stock include the following:
•lack of liquidity in stock;
•price and volume fluctuations in the overall stock market from time to time;
•volatility in the trading prices and trading volumes of travel industry stocks;
•changes in operating performance and stock market valuations of other travel companies generally, or those in our industry in particular;
•sales of shares of our Common Stock by stockholders or by us;
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•failure of securities analysts to maintain coverage of us, changes in financial estimates by securities analysts who follow us or our failure to meet the estimates or the expectations of investors;
•the financial projections we may provide to the public, any changes in those projections or our failure to meet those projections;
•announcements by us or our competitors of new offerings or platform features;
•the public’s reaction to our press releases, other public announcements and filings with the SEC;
•rumors and market speculation involving us or other companies in our industry;
•actual or anticipated changes in our results of operations or fluctuations in our results of operations;
•actual or anticipated developments in our business, our competitors’ businesses or the competitive landscape generally;
•litigation involving us, our industry or both, or investigations by regulators into our operations or those of our competitors;
•developments or disputes concerning our intellectual property or other proprietary rights;
•announced or completed acquisitions of businesses, services or technologies by us or our competitors;
•new laws or regulations or new interpretations of existing laws or regulations applicable to our business;
•changes in accounting standards, policies, guidelines, interpretations or principles;
•any significant change in our management;
•economic instability in the global financial markets and slow or negative growth of our markets, including as a result of conflicts in Eastern Europe and the Middle East; and
•other factors described in this “Part I, Item 1A. Risk Factors” section.
In addition, in the past, following periods of volatility in the overall market and the market price of a particular company’s securities, securities class action litigation has often been instituted against these companies. This litigation, if instituted against us, could result in reputational damage, substantial costs and a diversion of our management’s attention and resources. This litigation, if instituted against us, could result in substantial costs and a diversion of our management’s attention and resources.
Our failure to maintain effective internal controls over financial reporting could harm us.
Our management is responsible for establishing and maintaining adequate internal controls over financial reporting. Internal controls over financial reporting is a process designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements in accordance with GAAP. Under standards established by the Public Company Accounting Oversight Board (the “PCAOB”), a deficiency in internal controls over financial reporting exists when the design or operation of a control does not allow management or personnel, in the normal course of performing their assigned functions, to prevent or detect misstatements on a timely basis. The PCAOB defines a material weakness as a deficiency, or combination of deficiencies, in internal controls over financial reporting, such that there is a reasonable possibility that a material misstatement of annual or interim financial statements will not be prevented, or detected and corrected, on a timely basis. The PCAOB defines a significant deficiency as a deficiency, or a combination of deficiencies, in internal controls over financial reporting that is less severe than a material weakness, yet important enough to merit attention by those responsible for oversight of a registrant’s financial reporting.
We cannot assure you that material weaknesses and control deficiencies will not be discovered in the future. Our failure to maintain effective disclosure controls and internal controls over financial reporting could have an adverse effect on our business and could cause investors to lose confidence in our financial statements, adversely impact our reputation or could cause a decline in the price of our Common Stock, and/or we may be unable to maintain compliance with the NYSE listing standards.
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Future issuances of Common Stock or rights to purchase Common Stock, including pursuant to our equity incentive plan, in connection with acquisitions or otherwise, could result in additional dilution of the percentage ownership of our stockholders and could cause our stock price to fall.
We have 2,461,657,703 shares of Common Stock authorized but unissued as of December 31, 2025. Our Certificate of Incorporation and the applicable provisions of the DGCL authorize us to issue these shares of Common Stock and options, rights, warrants and appreciation rights relating to Common Stock for the consideration and on the terms and conditions established by the Board in its sole discretion, whether in connection with acquisitions, or otherwise.
In the future, we may obtain financing or further increase our capital resources by issuing additional shares of our capital stock or offering debt or other equity securities, including senior or subordinated notes, debt securities convertible into equity, or shares of preferred stock. Issuing additional shares of our capital stock, other equity securities, or securities convertible into equity may dilute the economic and voting rights of our existing stockholders, reduce the market price of our Common Stock, or both. Debt securities convertible into equity could be subject to adjustments in the conversion ratio pursuant to which certain events may increase the number of equity securities issuable upon conversion. Preferred stock (including the Class A-1 Preferred Stock and the Class B-1 Preferred Stock, none of which is issued and outstanding as of the date of this Annual Report), if issued, could have a preference with respect to liquidating distributions or a preference with respect to dividend payments that could limit our ability to pay dividends to the holders of our Common Stock. Our decision to issue securities in any future offering will depend on market conditions and other factors beyond our control, which may adversely affect the amount, timing, or nature of our future offerings. As a result, holders of our Common Stock bear the risk that our future offerings may reduce the market price of our Common Stock and dilute their percentage ownership.
The interests of our largest stockholders may not always coincide with our interests or the interests of our other stockholders, and may result in conflicts of interest.
American Express, QIA, and Expedia and their affiliates control a majority vote of our Common Stock and their interests may not always coincide with the Company’s interests or the interests of our other stockholders., QH Travel LP and Expedia and their affiliates control a majority vote of our Common Stock and their interests may not always coincide with the Company’s interests or the interests of our other stockholders. Moreover, the Shareholders Agreement contains provisions relating to our corporate governance. Even when these stockholders and their affiliates cease to own shares of our Common Stock representing a majority of the voting power, for so long as these stockholders continue to own a significant percentage of our Common Stock, these stockholders will still be able to significantly influence the composition of the Board and the approval of actions requiring stockholder approval through their combined voting power. Accordingly, these stockholders and their affiliates have significant influence with respect to our management, significant operational and strategic decisions, business plans and policies through their voting power and their rights under the Shareholders Agreement. Further, these stockholders and their affiliates, through their combined voting power and their rights under the Shareholders Agreement, may be able to cause or prevent a change of control of our Company or a change in the composition of the Board and could preclude any unsolicited acquisition of our Company. This concentration of voting power could deprive an investor of an opportunity to receive a premium for their shares of Common Stock as part of a sale of our Company and ultimately may negatively affect the market price of our Common Stock. This concentration of voting power could deprive you of an opportunity to receive a premium for your shares of Common Stock as part of a sale of our Company and ultimately may negatively affect the market price of our Common Stock.
These stockholders and their affiliates engage in a broad spectrum of activities. Subject to certain restrictions on competition contained in the Shareholders Agreement, in the ordinary course of their business activities, these stockholders and their affiliates may engage in activities where their interests conflict with our interests, your interests or those of our other stockholders.
Our Certificate of Incorporation and Bylaws provide that the Delaware Court of Chancery will be the sole and exclusive forum for certain disputes between us and our stockholders, which could limit our stockholders’ ability to obtain a favorable judicial forum for disputes with us or our directors, officers or employees.
Our Certificate of Incorporation provides that, unless we consent in writing to the selection of an alternative forum, the Delaware Court of Chancery shall, to the fullest extent permitted by applicable law, be the sole and exclusive forum for any (a) derivative action or proceeding brought on our behalf, (b) action asserting a claim of breach of a fiduciary duty owed by any current or former director, officer, other employee or stockholder of ours to us or our stockholders, or any claim for aiding and abetting such alleged breach, (c) action asserting a claim arising under any provision of the DGCL, Certificate of Incorporation or our Bylaws or as to which the DGCL confers jurisdiction on the Delaware Court of Chancery, (d) action to interpret, apply, enforce or determine the validity of our Certificate of Incorporation or our Bylaws, (e) action asserting a claim governed by the internal affairs doctrine of the law of the State of Delaware or (f) any action asserting an “internal corporate claim” as defined in Section 115 of the DGCL. Our Certificate of Incorporation further provides that (i) such exclusive forum provision shall not apply to claims or causes of action brought to enforce a duty or
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liability created by the Securities Act or the Securities Exchange Act of 1934, as amended ("Exchange Act"), or any other claim for which the federal courts have exclusive jurisdiction and (ii) unless we consent in writing to the section of an alternative forum, to the fullest extent permitted by law, the federal district courts of the United States shall be the sole and exclusive forum for the resolution of any complaint asserting a right under the Securities Act. Section 27 of the Exchange Act creates exclusive federal jurisdiction over all suits brought to enforce any duty or liability created by the Exchange Act or the rules and regulations thereunder.
Any person or entity purchasing or otherwise acquiring any interest in any of our securities shall be deemed to have notice of and consented to the exclusive forum provision of our Certificate of Incorporation. This exclusive-forum provision may limit a stockholder’s ability to bring a claim in a judicial forum of its choosing for disputes with us or our directors, officers or other employees, which may discourage lawsuits against us and our directors, officers and other employees. If a court were to find the exclusive forum provision in our Certificate of Incorporation to be inapplicable or unenforceable in an action, we may incur additional costs associated with resolving the dispute in other jurisdictions, which could materially and adversely affect our business, financial condition and results of operations and result in a diversion of the time and resources of our management and board of directors. For example, Section 22 of the Securities Act creates concurrent jurisdiction for federal and state courts over all suits brought to enforce any duty or liability created by the Securities Act or the rules and regulations thereunder. Accordingly, there is uncertainty as to whether a court would enforce such a forum selection provision as written in connection with claims arising under the Securities Act.
Item 1B. Unresolved Staff Comments
None.
Item 1C. Cybersecurity
We take a risk-based approach to cybersecurity aligned with National Institute of Standards and Technology ("NIST") Cybersecurity Framework principles and have implemented controls throughout our operations that are designed to address cybersecurity threats and incidents.We take a risk-based approach to cybersecurity aligned with National Institute of Standards and Technology (NIST) principles and have implemented controls throughout our operations that are designed to address cybersecurity threats and incidents. To protect our information systems from cybersecurity threats, we use various security tools that are designed to help us identify, escalate, investigate, resolve and recover from security incidents in a timely manner.
Our cybersecurity program and policies articulate the expectations and requirements with respect to acceptable use, education and awareness, security incident management and reporting, identity and access management, vendor due diligence, security (with respect to physical assets, products, networks, and systems), security monitoring and vulnerability identification. Our cybersecurity program and policies are operated by a dedicated cybersecurity operations team in conjunction with our enterprise Risk Management and Compliance program.
Our cyber risk management program identifies, tracks, escalates, remediates, and reports cyber related risks throughout the Company. These risk areas include internal, product, vendor, supply chain, and external services utilized across the Company. These risks are assessed, prioritized, and both tactically and strategically addressed via process, technology, and personnel improvements to ensure ongoing mitigation and tracking. We utilize internal and external resources, including leading third-party providers in the cybersecurity prevention, detection and monitoring space, to monitor for cybersecurity threats to our systems and networks and to understand the broader threat environment. Vendors and third-party service providers are subject to security assessments and contractual security requirements commensurate with the nature of the services provided and the sensitivity of the data accessed.
Our cybersecurity strategy is guided by prioritized risk, identified areas for improvement based on the NIST Cybersecurity Framework, and emerging business needs. Our cybersecurity strategy is guided by prioritized risk, identified areas for improvement based on the NIST Cybersecurity Framework, and emerging business needs. Cybersecurity risks are continually monitored and shared with the executive leadership team on a quarterly basis. We maintain a global incident response plan, coupled with a global continuous monitoring program. We regularly test our incident response plan through tabletop exercises and simulations. This plan and program include incident alerting, comprehensive incident criticality assessments, and escalation processes designed to support our teams, our senior leadership, and the GBTG Board. This plan and program include incident alerting, comprehensive incident criticality assessments, and escalation processes designed to support our teams, our senior leadership, and the Board. This escalation process also includes cross-functional materiality determinations and applicable reporting requirements.
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policies and procedures for reporting potential incidents. Our cybersecurity team regularly evaluates emerging risks, regulations, and compliance matters and updates applicable policies and procedures accordingly. Our cybersecurity team is continuously evaluating emerging risks, regulations, and compliance matters and updating the applicable policies and procedures accordingly.
Governance
The Board , directly and through its committees, oversees our risk management process, including cybersecurity risks, and regularly receives presentations and reports from management. Pursuant to the Risk Management and Compliance Committee Charter, the Risk Management and Compliance Committee of the Board provides compliance oversight of our risk assessment and risk management policies, which include cybersecurity, and receives regular reports and updates on the steps management has taken to monitor and mitigate such exposures and risks.
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