11 unchanged sentences
Internal Control Over Financial Reporting
−Removed: In March of 2023, we completed the implementation of a new billing system that affected our control environment over a considerable portion of our revenue.
−Removed: There were no other changes in our internal control over financial reporting (as this term is defined in Exchange Act Rule 13a-15(f)) during the most recent fiscal quarter that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.
+Added: There have been no changes in our internal control over financial reporting (as this term is defined in Exchange Act Rule 13a-15(f)) during the most recent fiscal quarter that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.
OTHER INFORMATION
Securities Trading Arrangements
−Removed: During the three months ended December 31, 2023, none of the Company's directors or executive officers adopted or terminated any contract, instruction or written plan for the purchase or sale of Company securities that was intended to satisfy the affirmative defense conditions of Rule 10b5-1(c) or any "non-Rule 10b5-1 trading arrangement."
+Added: Rule 10b5-1 under the Exchange Act provides an affirmative defense that enables prearranged transactions in securities in a manner that avoids concerns about initiating transactions at a future date while possibly in possession of material non-public information.
+Added: Our Insider Trading Policy permits our employees, including officers (as defined in Rule 16a-1(f) under the Exchange Act) (“Section 16 Officers”), and our directors to enter into trading plans designed to comply with Rule 10b5-1 under the Exchange Act.
+Added: During the fourth quarter of 2024, none of our directors or Section 16 Officers adopted or terminated any contract, instruction or written plan for the purchase or sale of our securities except as noted below:
+Added: Trading Arrangement
+Added: Name and Title
+Added: Non-Rule 10b5-1**
+Added: Aggregate Number
+Added: of Securities to be
+Added: Purchased or Sold
+Added: Expiration Date
+Added: Elaine Paul , Director
+Added: November 11, 2024 X
+Added: Sale of up to 24,325 shares of common stock in one or more transactions during 2025
+Added: * Intended to satisfy the affirmative defense of Rule 10b5-1(c) under the Exchange Act
+Added: ** Not intended to satisfy the affirmative defense of Rule 10b5-1(c) under the Exchange Act.
DISCLOSURE REGARDING FOREIGN JURISDICTIONS THAT PREVENT INSPECTIONS
1 unchanged sentence
DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE
+Added: We have adopted our Insider Trading Policy governing the purchase, sale, and/or other dispositions of our securities by our directors, officers, and employees, and by Sabre that we believe is reasonably designed to promote compliance with insider trading laws, rules, and regulations, and the exchange listing standards applicable to us.
+Added: A copy of our Insider Trading Policy, including any amendments, is filed as Exhibit 19.1 to this Annual Report on Form 10-K.
The information set forth under the following headings of our definitive Proxy Statement for our 2025 annual meeting of stockholders (the “2025 Proxy Statement”) is incorporated in this Item 10 by reference:
7 unchanged sentences
EXECUTIVE COMPENSATION
−Removed: The information set forth under the headings “Compensation Discussion and Analysis,” “Executive Compensation,” “Proposal 1.
+Added: The information set forth under the headings “Compensation Discussion and Analysis,” “Executive Compensation” (excluding the information under the subheading "Pay-Versus-Performance Table"), “Proposal 1.
Election of Directors—Director Compensation Program” and “Corporate Governance—Compensation Committee Interlocks and Insider Participation” of the 2025 Proxy Statement is incorporated in this Item 11 by reference.
6 unchanged sentences
________________________
−Removed: (a) Includes shares of common stock to be issued upon the exercise of outstanding options under our 2023 Omnibus Plan, 2022 Director Plan, 2021 Omnibus Plan, 2019 Omnibus Plan, 2019 Director Plan, 2016 Omnibus Plan, 2014 Omnibus Plan and the Sovereign 2012 MEIP.
−Removed: Also includes 26,640,679 restricted share units under our 2023 Omnibus Plan, 2021 Omnibus Plan, 2019 Omnibus Plan, 2016 Omnibus Plan, and 2014 Omnibus Plan (including shares that may be issued pursuant to outstanding performance-based restricted share units, assuming the target award is met;
+Added: (a) Includes shares of common stock to be issued upon the exercise of outstanding options under our 2024 Omnibus Plan, 2024 Director Plan, 2023 Omnibus Plan, 2022 Director Plan, 2021 Omnibus Plan, 2019 Omnibus Plan, 2019 Director Plan, 2016 Omnibus Plan, and 2014 Omnibus Plan.
+Added: Also includes 36,200,877 restricted share units under our 2024 Omnibus Plan, 2023 Omnibus Plan, 2021 Omnibus Plan, 2019 Omnibus Plan, 2016 Omnibus Plan, and 2014 Omnibus Plan (including shares that may be issued pursuant to outstanding performance-based restricted share units, assuming the target award is met;
actual shares may vary, depending on actual performance).
−Removed: Performance-based restricted share units granted prior to 2022 reflect the current expected payout of 125%).
(b) Excludes restricted share units which do not have an exercise price.
3 unchanged sentences
Sabre Corporation 2024 Director Plan .
−Removed: The 2022 Director Plan serves as a successor to the 2019 Director Plan and provides for the issuance of RSUs, DSUs, and stock options to non-employee Directors.
+Added: The 2024 Director Plan serves as a successor to the 2022 Director Plan and provides for the issuance of RSUs, deferred share units ("DSUs"), and stock options to non-employee Directors.
Sabre Corporation 2023 Omnibus Incentive Compensation Plan.
−Removed: The 2021 Omnibus Plan serves as a successor to the 2019 Omnibus Plan and provides for the issuance of stock options, restricted shares, restricted stock units ("RSUs") performance-based RSU awards ("PSUs"), cash incentive compensation and other stock-based awards.
−Removed: All shares available for future grants, along with shares that were covered by prior awards of stock options granted under the 2021 Omnibus Plan that
−Removed: were forfeited or otherwise expire unexercised or without issuance of Sabre Corporation common stock, have been transferred to the 2023 Omnibus Plan.
+Added: The 2023 Omnibus Plan serves as a successor to the 2021 Omnibus Plan and provides for the issuance of stock options, restricted shares, RSUs, PSUs, cash incentive compensation and other stock-based awards.
+Added: All shares available for future grants, along with shares that were covered by prior awards of stock options granted under the 2023 Omnibus Plan that were forfeited or otherwise expire unexercised or without issuance of Sabre Corporation common stock, have been transferred to the 2024 Omnibus Plan.
Therefore, as of December 31, 2024, no shares remained available for future grants under the 2023 Omnibus Plan.
+Added: Sabre Corporation 2022 Director Plan .
+Added: The 2022 Director Plan serves as a successor to the 2019 Director Plan and provides for the issuance of RSUs, DSUs, and stock options to non-employee Directors.
+Added: All shares available for future grants, along with shares that were covered by prior awards of stock options granted under the 2022 Director Plan that were forfeited or otherwise expire unexercised or without the issuance of shares of Sabre Corporation common stock, have been transferred to the 2024 Director Plan.
+Added: Therefore, as of December 31, 2024, no shares remained available for future grants under the 2022 Director Plan.
Sabre Corporation 2021 Omnibus Incentive Compensation Plan.
−Removed: The 2019 Omnibus Plan serves as a successor to the 2016 Omnibus Plan provides for the issuance of stock options, restricted shares, restricted stock units ("RSUs") performance-based RSU awards ("PSUs"), cash incentive compensation and other stock-based awards.
+Added: The 2021 Omnibus Plan serves as a successor to the 2019 Omnibus Plan and provides for the issuance of stock options, restricted shares, RSUs, PSUs, cash incentive compensation and other stock-based awards.
All shares available for future grants, along with shares that were covered by prior awards of stock options granted under the 2021 Omnibus Plan that were forfeited or otherwise expire unexercised or without issuance of Sabre Corporation common stock, have been transferred to the 2023 Omnibus Plan and then to the 2024 Omnibus Plan.
Therefore, as of December 31, 2024, no shares remained available for future grants under the 2021 Omnibus Plan.
+Added: Sabre Corporation 2019 Omnibus Incentive Compensation Plan.
+Added: The 2019 Omnibus Plan serves as a successor to the 2016 Omnibus Plan provides for the issuance of stock options, restricted shares, RSUs, PSUs, cash incentive compensation and other stock-based awards.
+Added: All shares available for future grants, along with shares that were covered by prior awards of stock options granted under the 2019 Omnibus Plan that were forfeited or otherwise expire unexercised or without issuance of Sabre Corporation common stock, have been transferred to the 2021 Omnibus Plan, then to the 2023 Omnibus Plan and then to the 2024 Omnibus Plan.
+Added: Therefore, as of December 31, 2024, no shares remained available for future grants under the 2019 Omnibus Plan.
Sabre Corporation 2019 Director Plan .
The plan provides for the issuance of RSUs, DSUs, and stock options to non-employee Directors.
−Removed: All shares available for future grants, along with shares that were covered by prior awards of stock options granted under the 2019 Director Plan that were forfeited or otherwise expire unexercised or without the issuance of shares of Sabre Corporation common stock, have been transferred to the 2022 Director Plan.
+Added: All shares available for future grants, along with shares that were covered by prior awards of stock options granted under the 2019 Director Plan that were forfeited or otherwise expire unexercised or without the issuance of shares of Sabre Corporation common stock, have been transferred to the 2022 Director Plan and then to the 2024 Director Plan.
Therefore, as of December 31, 2024, no shares remained available for future grants under the 2019 Director Plan.
1 unchanged sentence
The 2016 Omnibus Plan serves as a successor to the 2014 Omnibus Plan and provides for the issuance of stock options, restricted shares, RSUs, PSUs, cash incentive compensation and other stock-based awards.
−Removed: All shares available for future grants, along with shares that were covered by prior awards of stock options granted under the 2016 Omnibus Plan that were forfeited or otherwise expire unexercised or without issuance of Sabre Corporation common stock, have been transferred to the 2019 Omnibus Plan, then to the 2021 Omnibus Plan and then to the 2023 Omnibus Plan.
+Added: All shares available for future grants, along with shares that were covered by prior awards of stock options granted under the 2016 Omnibus Plan that were forfeited or otherwise expire unexercised or without issuance of Sabre Corporation common stock, have been transferred to the 2019 Omnibus Plan, then to the 2021 Omnibus Plan, then to the 2023 Omnibus Plan and then to the 2024 Omnibus Plan.
Therefore, as of December 31, 2024, no shares remained available for future grants under the 2016 Omnibus Plan.
Sabre Corporation 2014 Omnibus Incentive Compensation Plan .
−Removed: The 2014 Omnibus Plan serves as successor to the Sovereign MEIP and Sovereign 2012 MEIP and provides for the issuance of stock options, restricted shares, RSUs, PSUs, cash incentive compensation and other stock-based awards.
−Removed: All shares available for future grants, along with shares that were covered by prior awards of stock options granted under the 2014 Omnibus Plan that were forfeited or otherwise expire unexercised or without issuance of Sabre Corporation common stock, have been transferred to the 2016 Omnibus Plan, then to the 2019 Omnibus Plan, then to the 2021 Omnibus Plan and then to the 2023 Omnibus Plan.
+Added: The 2014 Omnibus Plan serves as successor to the Sovereign Management Equity Incentive Plan and Sovereign 2012 Management Equity Incentive Plan and provides for the issuance of stock options, restricted shares, RSUs, PSUs, cash incentive compensation and other stock-based awards.
+Added: All shares available for future grants, along with shares that were covered by prior awards of stock options granted under the 2014 Omnibus Plan that were forfeited or otherwise expire unexercised or without issuance of Sabre Corporation common stock, have been transferred to the 2016 Omnibus Plan, then to the 2019 Omnibus Plan, then to the 2021 Omnibus Plan, then to the 2023 Omnibus Plan and then to the 2024 Omnibus Plan.
Therefore, as of December 31, 2024, no shares remained available for future grants under the 2014 Omnibus Plan.
−Removed: Sovereign Holdings, Inc.
−Removed: 2012 Management Equity Incentive Plan.
−Removed: Under the Sovereign 2012 MEIP, key employees and, in certain circumstances, the directors, service providers and consultants, of Sabre and its affiliates may be granted stock options, restricted shares, RSUs, PSUs and other stock-based awards.
−Removed: All shares available for future grants, along with shares that were covered by prior awards of stock options granted under the Sovereign MEIP that were forfeited or otherwise expire unexercised or without the issuance of shares of Sabre Corporation common stock, have been transferred to the 2014 Omnibus Plan, then to the 2016 Omnibus Plan, then to the 2019 Omnibus Plan, then to the 2021 Omnibus Plan and then to the 2023 Omnibus Plan.
−Removed: Therefore, as of December 31, 2023, no shares remained available for future grants under the Sovereign 2012 MEIP.
−Removed: Sovereign Holdings, Inc.
−Removed: Management Equity Incentive Plan .
−Removed: Under the Sovereign MEIP, key employees and, in certain circumstances, the directors, service providers and consultants, of Sabre and its affiliates may be granted stock options.
−Removed: All shares available for future grants, along with shares that were covered by prior awards of stock options granted under the Sovereign MEIP that were forfeited or otherwise expire unexercised or without the issuance of shares of Sabre Corporation common stock, have been transferred to the Sovereign 2012 MEIP, which have subsequently been transferred to the 2014 Omnibus Plan, then to the 2016 Omnibus Plan, then to the 2019 Omnibus Plan, then to the 2021 Omnibus Plan and then to the 2023 Omnibus Plan.
−Removed: Therefore, as of December 31, 2023, no shares remained available for future grants under the Sovereign MEIP.
CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS, AND DIRECTOR INDEPENDENCE
1 unchanged sentence
PRINCIPAL ACCOUNTANT FEES AND SERVICES
−Removed: The information set forth under the headings “Principal Accounting Firm Fees” and “Audit Committee Approval of Audit and Non-Audit Services” under “Proposal 2.
−Removed: Ratification of Independent Auditors” of the 2024 Proxy Statement is incorporated in this Item 14 by reference.
+Added: The information set forth under the headings “Principal Accounting Firm Fees” and “Audit Committee Approval of Audit and Non-Audit Services” of the 2025 Proxy Statement is incorporated in this Item 14 by reference.
EXHIBITS AND FINANCIAL STATEMENT SCHEDULES
11 unchanged sentences
3.1 Fourth Amended and Restated Certificate of Incorporation of Sabre Corporation (incorporated by reference to Exhibit 3.1 of Sabre Corporation’s Current Report on Form 8-K filed with the Securities and Exchange Commission on April 24, 2019).
−Removed: 3.2 Seventh Amended and Restated Bylaws of Sabre Corporation (incorporated by reference to Exhibit 3.1 of Sabre Corporation's Current Report on Form 8-K filed with the Securities and Exchange Commission on December 6, 2022 ).
+Added: 3.2 Eighth Amended and Restated Bylaws of Sabre Corporation (incorporated by reference to Exhibit 3.2 of Sabre Corporation's Quarterly Report on Form 10-Q filed with the Securities and Exchange Commission on October 31, 2024).
4.2 Indenture, dated as of April 14, 2015, among Sabre GLBL Inc., each of the guarantors party thereto and Wells Fargo Bank, National Association, as trustee and collateral agent.
125 unchanged sentences
10.87+ Letter Agreement between Sabre Corporation and Scott Wilson, dated July 30, 2020 (incorporated by reference to Exhibit 10.95 of Sabre Corporation’s Quarterly Report on Form 10-Q filed with the Securities and Exchange Commission on November 6, 2020).
−Removed: 10.88 Amendment Number 3, dated as of August 1, 2020 to that certain Master Services Agreement dated as of November 1, 2015 by and between DXC Technology Services LLC (successor in interest to HP Enterprises, LLC) and Sabre GLBL (incorporated by reference to Exhibit 10.96 of Sabre Corporation’s Quarterly Report on Form 10-Q filed with the Securities and Exchange Commission on November 6, 2020).**
10.88 Indenture, dated as of August 27, 2020, among Sabre GLBL Inc.
4 unchanged sentences
10.91 Sixth Term A Loan Refinancing and Incremental Amendment to Amended and Restated Credit Agreement, dated December 17, 2020, among Sabre GLBL Inc., as Borrower, Sabre Holdings Corporation, as Holdings, each of the other Loan Parties party thereto, Bank of America, N.A., as Administrative Agent, Bank of America, N.A., as the 2020 Other Term B Lender and Bank of America, N.A., as the 2020 Incremental Term Lender (incorporated by reference to Exhibit 10.2 of Sabre Corporation’s Current Report on Form 8-K filed with the Securities and Exchange Commission on December 17, 2020).
−Removed: 10.93 Amended and Restated Master Services Agreement entered into as of August 1, 2020 by and between Sabre GLBL Inc.
−Removed: and DXC Technology Services LLC (incorporated by reference to Exhibit 10.103 of Sabre Corporation’s Annual Report on Form 10-K filed with the Securities and Exchange Commission on February 28, 2021 ).**
−Removed: 10.94 Amended and Restated Service Agreement No.
−Removed: 1 effective as of August 1, 2020 by and between Sabre GLBL Inc.
−Removed: and DXC Technology Services LLC (incorporated by reference to Exhibit 10.104 of Sabre Corporation’s Annual Report on Form 10-K filed with the Securities and Exchange Commission on February 28, 2021 ).**
10.92+ Sabre Corporation 2021 Omnibus Incentive Compensation Plan (incorporated by reference to Exhibit 10.1 of Sabre Corporation’s Current Report on Form 8-K filed with the Securities and Exchange Commission on April 29, 2021).
12 unchanged sentences
10.101+ Employment Agreement, by and between Sabre Global Technologies Limited and Roshan Mendis, effective from January 1, 2022 (incorporated by reference to Exhibit 10.113 of Sabre Corporation’s Annual Report on Form 10-K filed with the Securities and Exchange Commission on February 18, 2022).
−Removed: 10.105† Amendment Number 24 dated as of 17 December 2021 to that certain Service Agreement No.
−Removed: 1 effective as of 1 August 2020 by and between DXC Technology Services LLC and Sabre GLBL Inc.
−Removed: (incorporated by reference to Exhibit 10.114 of Sabre Corporation’s Annual Report on Form 10-K filed with the Securities and Exchange Commission on February 18, 2022).
10.102 First Term Loan B Extension Amendment and Eighth Term Loan B Refinancing Amendment to Amended and Restated Credit Agreement, dated March 9, 2022, among Sabre GLBL Inc., as Borrower, Sabre Holdings Corporation, as Holdings, each of the other Loan Parties party thereto, Bank of America, N.A., as Administrative Agent and Bank of America, N.A., as the 2022 Other Term B Lender (incorporated by reference to Exhibit 10.1 of Sabre Corporation’s Current Report on Form 8-K filed with the Securities and Exchange Commission on March 14, 2022).
5 unchanged sentences
10.108+ Offer Letter by and between Sabre Corporation and Garry Wiseman effective August 1, 2022 (incorporated by reference to Exhibit 10.114 of the Sabre Corporation’s Quarterly Report on Form 10-Q filed with the Securities and Exchange Commission on November 2, 2022).
−Removed: 10.113+ Offer Letter by and between Sabre Corporation and Chadwick Ho effective September 12, 2022 (incorporated by reference to Exhibit 10.115 of the Sabre Corporation’s Quarterly Report on Form 10-Q filed with the Securities and Exchange Commission on November 2, 2022).
10.109 Indenture, dated as of December 6, 2022 among Sabre GLBL Inc., each of the guarantors party thereto and Computershare Trust Company, National Association, as trustee and collateral agent (incorporated by reference to Exhibit 4.1 of Sabre Corporation's Current Report on Form 8-K filed with the Securities and Exchange Commission on December 6, 2022).
7 unchanged sentences
(incorporated by reference to Exhibit 10.2 of the Sabre Corporation’s Current Report on Form 8-K filed with the Securities and Exchange Commission on March 1, 2023).
+Added: Description of Exhibits
10.115 Sale and Contribution Agreement, dated as of March 30, 2023, by and among Sabre Securitization, LLC, Sabre GLBL Inc., GetThere L.P., Radixx Solutions International, Inc.
20 unchanged sentences
10.131 Form of 8.625% Senior Secured Notes due 2027incorporated by reference to Exhibit 4.2 of the Sabre Corporation’s Current Report on Form 8-K filed with the Securities and Exchange Commission on September 7, 2023).
+Added: Description of Exhibits
10.132 Pledge and Security Agreement, dated as of September 7, 2023, among Sabre GLBL Inc., Sabre Holdings Corporation, the subsidiary guarantors party thereto and Computershare Trust Company, National Association, as collateral agent (incorporated by reference to Exhibit 10.1 of the Sabre Corporation’s Current Report on Form 8-K filed with the Securities and Exchange Commission on September 7, 2023).
−Removed: 10.138* Amendment Number 25 dated as of 10 March 2023 to that certain Service Agreement No.
−Removed: 1 effective as of 1 August 2020 by and between DXC Technology Services LLC and Sabre GLBL Inc.
−Removed: 10.139* Amendment Number 26 dated as of 21 December 2023 to that certain Service Agreement No.
−Removed: 1 effective as of 1 August 2020 by and between DXC Technology Services LLC and Sabre GLBL, Inc.
+Added: 10.133 First Supplemental Indenture, dated as of March 7, 2024, among Sabre GLBL Inc., each of the guarantors party thereto and Computershare Trust Company, National Association, as trustee and collateral agent (incorporated by reference to Exhibit 4.2 of the Sabre Corporation’s Current Report on Form 8-K filed with the Securities and Exchange Commission on March 8, 2024).
+Added: 10.134 Indenture, dated as of March 19, 2024, by and among Sabre GLBL Inc., the guarantors party thereto, and U.S.
+Added: Bank Trust Company, National Association as trustee (incorporated by reference to Exhibit 4.1 of the Sabre Corporation’s Current Report on Form 8-K filed with the Securities and Exchange Commission on March 19, 2024).
+Added: 10.135 Form of 7.32% Exchangeable Senior Notes due 2026 (incorporated by reference to Exhibit 4.2 and included in Exhibit 4.1 of Sabre Corporation’s Current Report on Form 8-K filed with the Securities and Exchange Commission on March 19, 2024).
+Added: 10.136 First Amendment to Receivables Financing Agreement, dated as of March 29, 2024, among Sabre Securitization, LLC, as borrower, Sabre Corporation, as parent, Sabre GLBL, Inc.
+Added: and Sabre Global Technologies Limited, as servicers, PNC Bank, National Association, as administrative agent and Class A Lender Representative, Centerbridge Credit CS, L.P., as Class B Lender Representative, the lenders party thereto, and PNC Capital Markets LLC, as structuring agent (incorporated by reference to Exhibit 10.1 of the Sabre Corporation’s Current Report on Form 8-K filed with the Securities and Exchange Commission on April 3, 2024).
+Added: 10.137+ Form of Non-Employee Director Restricted Stock Unit Agreement under the Sabre Corporation 2024 Director Equity Compensation Plan (incorporated by reference to Exhibit 10.143 of the Sabre Corporation’s Quarterly Report on Form 10-Q filed with the Securities and Exchange Commission on August 1, 2024).
+Added: 10.138+ Form of Executive Restricted Stock Unit Grant Agreement under the Sabre Corporation 2024 Omnibus Incentive Compensation Plan (incorporated by reference to Exhibit 10.144 of the Sabre Corporation’s Quarterly Report on Form 10-Q filed with the Securities and Exchange Commission on August 1, 2024).
+Added: 10.139+ Form of Executive Restricted Stock Unit Grant Agreement under the Sabre Corporation 2024 Omnibus Incentive Compensation Plan (incorporated by reference to Exhibit 10.145 of the Sabre Corporation’s Quarterly Report on Form 10-Q filed with the Securities and Exchange Commission on August 1, 2024).
+Added: 10.140+ Offer letter by and between Sabre Corporation and Rochelle Boas effective October 14, 2024 (incorporated by reference to Exhibit 10.146 of the Sabre Corporation’s Quarterly Report on Form 10-Q filed with the Securities and Exchange Commission on October 31, 2024.
+Added: 10.141 Indenture, dated as of November 25, 2024, among Sabre GLBL Inc., each of the guarantors party thereto and Computershare Trust Company, National Association, as trustee and collateral agent (incorporated by reference to Exhibit 4.1 of the Sabre Corporation’s Current Report on Form 8-K filed with the Securities and Exchange Commission on December 2, 2024.
+Added: 10.142 Form of 10.750% Senior Secured Notes due 2029 (included by reference to Exhibit 4.2 of the Sabre Corporation’s Current Report on Form 8-K filed with the Securities and Exchange Commission on December 2, 2024).
+Added: 10.143 First Supplemental Indenture, dated as of November 27, 2024, among Sabre GLBL Inc., each of the guarantors party thereto and Computershare Trust Company, National Association, as trustee and collateral agent (incorporated by reference to Exhibit 4.3 of the Sabre Corporation’s Current Report on Form 8-K filed with the Securities and Exchange Commission on December 2, 2024).
+Added: 10.144 Pledge and Security Agreement, dated as of November 25, 2024, among Sabre GLBL Inc., Sabre Holdings Corporation, the subsidiary guarantors party thereto and Computershare Trust Company, National Association, as collateral agent (incorporated by reference to Exhibit 10.1 of the Sabre Corporation’s Current Report on Form 8-K filed with the Securities and Exchange Commission on December 2, 2024).
+Added: 10.145* Third Term Loan B Extension Amendment to Amended and Restated Credit Agreement, dated as of November 25, 2024, among Sabre Holdings Corporation, Sabre GLBL Inc., the other loan parties thereto, Bank of America, N.A.
+Added: as administrative agent, and the Term B Lenders party theret o.
+Added: 10.146* Fourth Term Loan B Extension Amendment to Amended and Restated Credit Agreement, dated as of November 25, 2024, among Sabre Holdings Corporation, Sabre GLBL Inc., the other loan parties thereto, Bank of America, N.A.
+Added: as administrative agent, and the Term B Lenders party theret o .
+Added: 19.1* Sabre Corporation Insider Trading Policy dated as of December 11, 2024.
21.1* List of Subsidiaries
23.1* Consent of Ernst & Young LLP
+Added: Description of Exhibits
24.1* Powers of Attorney (included on signature page)
3 unchanged sentences
32.2* Certification of Chief Financial Officer pursuant to Section 906 of the Sarbanes-Oxley Act of 2002
−Removed: 97.1* Sabre Corporation Clawback Policy relating to recovery of erroneously awarded compensation, as required by applicable listing standards adopted pursuant to 17 CFR 240.10D-1
+Added: 97.1 Sabre Corporation Clawback Policy relating to recovery of erroneously awarded compensation, as required by applicable listing standards adopted pursuant to 17 CFR 240.10D-1 (incorporated by reference to Exhibit 97.1 of the Sabre Corporation’s Annual Report on Form 10-K filed with the Securities and Exchange Commission on February 15, 2024).
101.INS* Inline XBRL Instance Document - the instance document does not appear in the Interactive Data File because its XBRL tags are embedded within the Inline XBRL document.
9 unchanged sentences
* Filed herewith.
−Removed: ** Certain confidential portions of this exhibit have been redacted pursuant to Item 601(b)(10)(iv) of Regulation S-K.
−Removed: The omitted information is (i) not material and (ii) would likely cause us competitive harm if publicly disclosed.
−Removed: We agree to furnish supplementally an unredacted copy of the exhibit to the Securities and Exchange Commission on its request.
FORM 10-K SUMMARY
20 unchanged sentences
Hervé Couturier
−Removed: /s/ Rachel Gonzalez Director February 15, 2024
−Removed: Rachel Gonzalez
−Removed: /s/ Gail Mandel Director February 15, 2024
−Removed: /s/ Sean Menke Executive Chair of the Board and Director February 15, 2024
+Added: /s/ Eric Kelly Director February 20, 2025
+Added: /s/ Gail Mandel Chair of the Board and Director February 20, 2025
/s/ Phyllis Newhouse Director February 20, 2025
Phyllis Newhouse
+Added: /s/ Elaine Paul Director February 20, 2025
/s/ Karl Peterson Director February 20, 2025
Karl Peterson
−Removed: /s/ Zane Rowe Director February 15, 2024
−Removed: /s/ Gregg Saretsky Director February 15, 2024
−Removed: Gregg Saretsky
/s/ John Scott Director February 20, 2025
19 unchanged sentences
Compared sentence by sentence after normalising whitespace, quotation marks, case and digits, so re-formatting and restated figures do not read as changed language. Wording changes appear as one removal and one addition. The current filing and the prior one are authoritative.