AMERICAN EXPRESS CO → AMERICAN EXPRESS CO GBTG

Item 4 of the Schedule 13D is hereby amended by adding the following: On May 2, 2026, the Issuer, Gaia Purchaser, Inc., a Delaware corporation ("Parent"), Gaia Merger Sub, Inc., a Delaware corporation and a wholly-owned subsidiary of Parent ("Merger Sub"), and Amex HoldCo. entered into a voting and support agreement (the "Voting and Support Agreement") in connection with the Agreement and Plan of Merger (the "Merger Agreement"), dated as of May 2, 2026, by and among the Issuer, Parent and Merger Sub. The Voting and Support Agreement requires that Amex HoldCo., subject to certain limited qualifications, vote the shares of Common Stock of which Amex HoldCo. is the record and beneficial owner (within the meaning of Rule 13d-3 under the Exchange Act) as of May 2, 2026, together with any shares of Common Stock or other voting securities of the Issuer that Amex HoldCo. or its controlled Affiliates may thereafter acquire or otherwise come to beneficially own during the term of the Voting and Support Agreement (the "Stockholder Securities") and take certain other actions (or not take certain other actions, as applicable) in furtherance of the transactions contemplated by the Merger Agreement. Amex HoldCo. has also agreed not to transfer any Stockholder Securities or any related equity interests of the Issuer during the term of the Voting and Support Agreement, subject to certain exceptions. The Voting and Support Agreement also restricts Amex HoldCo. and its controlled Affiliates from taking any action that the Issuer or its subsidiaries would be prohibited from taking under the non-solicitation provisions of the Merger Agreement, subject to certain exceptions. In addition, the Voting and Support Agreement provides that, subject to and effective upon the closing of the transactions contemplated by the Merger Agreement, the Shareholders Agreement will be terminated, subject to certain surviving provisions. The Voting and Support Agreement will terminate upon the earliest to occur of the closing of the transactions contemplated by the Merger Agreement, the termination of the Merger Agreement in accordance with its terms and certain other specified events. The foregoing description of the Voting and Support Agreement does not purport to be complete and is qualified in its entirety by reference to the full text of such agreement filed as an exhibit to this Amendment, and incorporated herein by reference. In accordance with the Voting and Support Agreement, the Reporting Person plans to cause Amex HoldCo. to vote its Stockholder Securities in furtherance of the transactions contemplated by the Merger Agreement, and expects to dispose of its Stockholder Securities pursuant to such transactions upon the closing thereof, which remain subject to regulatory approval and other customary closing conditions.