SCHEDULE: Amex Supports Global Business Travel Merger

American Express Company has entered into a voting and support agreement to facilitate the merger of Global Business Travel Group, Inc.

Summary

• American Express Company (Amex) has entered into a voting and support agreement related to the merger of Global Business Travel Group, Inc. (GBT).
• This agreement requires Amex to vote its shares of GBT's Class A common stock in favor of the merger transactions.
• Amex holds 157,786,199 shares, representing 30.1% of GBT's outstanding Class A common stock as of March 17, 2026.
• The company expects to dispose of its GBT shares upon the closing of the merger, which is subject to regulatory approval and other closing conditions.

Sentiment

Score: 6

Explanation: StockSavvy.ai views this as a neutral to slightly positive filing, as it confirms American Express's support for the merger, increasing deal certainty. However, it also signals the eventual exit of a major shareholder.

Positives

• American Express is actively supporting a strategic transaction that is expected to lead to the disposal of its stake in Global Business Travel Group.
• The voting and support agreement indicates a clear path towards the completion of the merger, subject to customary conditions.

Negatives

• The filing does not contain any negative financial results or operational setbacks for Global Business Travel Group itself, as it pertains to American Express's role as a shareholder.
• The disposal of a significant stake (30.1%) by a major shareholder like American Express could be interpreted by some as a signal of reduced long-term commitment or a strategic pivot away from the travel technology sector.

Risks

• The merger is subject to regulatory approval and other customary closing conditions, which could lead to delays or the transaction not being completed.
• There is a risk that the terms of the merger agreement could change, impacting the expected disposal of Amex's shares.
• The non-solicitation provisions of the merger agreement, to which Amex is bound by the voting agreement, could limit GBT's ability to explore alternative transactions if a superior offer were to emerge.

Future Outlook

American Express Company expects to dispose of its Stockholder Securities in Global Business Travel Group, Inc. pursuant to the merger transactions upon the closing thereof. The closing remains subject to regulatory approval and other customary closing conditions.

Management Comments

• Amex HoldCo. has agreed to vote its Stockholder Securities in furtherance of the transactions contemplated by the Merger Agreement.
• Amex HoldCo. has also agreed not to transfer any Stockholder Securities during the term of the Voting and Support Agreement, subject to certain exceptions.
• Amex HoldCo. and its controlled Affiliates are restricted from taking actions that Global Business Travel Group or its subsidiaries would be prohibited from taking under the non-solicitation provisions of the Merger Agreement.

Industry Context

StockSavvy.ai notes that this filing signifies a major shareholder's commitment to a merger within the business travel sector. Such agreements are crucial for deal certainty, especially in an industry that has seen significant consolidation and strategic shifts post-pandemic.

Stakeholder Impact

• Shareholders of Global Business Travel Group: The merger is expected to proceed with the support of a major shareholder, potentially leading to a change in ownership structure.
• American Express Company: The company is moving towards divesting its stake in Global Business Travel Group, as planned.
• Employees of Global Business Travel Group: The merger may lead to changes in corporate structure and strategy, impacting employment.
• Creditors of Global Business Travel Group: The financial implications of the merger and potential change in ownership could affect credit arrangements.

Next Steps

• Completion of the merger between Global Business Travel Group, Inc. and Gaia Purchaser, Inc./Gaia Merger Sub, Inc.
• Disposition of American Express's shares in Global Business Travel Group, Inc. upon closing of the merger.
• Obtaining necessary regulatory approvals for the merger.

Key Dates

Recommendation

The filing confirms American Express's support for an ongoing merger, which is a procedural step and does not provide new financial performance data for Global Business Travel Group itself. While it increases deal certainty, the ultimate impact on GBT's valuation post-merger remains to be seen, warranting a 'hold' stance until further details emerge.

Keywords

Global Business Travel Group, American Express, Merger Agreement, Voting and Support Agreement, Schedule 13D, Acquisition, Shareholder, Regulatory Approval