What changed in this filing

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Item 1. Financial Statements

2025-05-07 compared with 2024-10-31 · 262 added, 365 removed, 502 unchanged (56% of the section changed)

3 unchanged sentences

(In thousands, except per share amounts)

Three Months Ended September 30, Nine Months Ended September 30,

2024 2023 2024 2023

Three Months Ended March 31,

Revenue $ 776,617 $ 782,886

5 unchanged sentences

Interest expense, net ( 129,353 ) ( 124,747 )

Loss on extinguishment of debt, net — ( 121,120 ) ( 37,994 ) ( 108,577 )

Loss on extinguishment of debt — ( 37,994 )

Equity method income 665 960

2 unchanged sentences

Loss from continuing operations before income taxes ( 21,514 ) ( 68,173 )

Provision for income taxes 6,900 8,462 14,598 16,570

Loss from continuing operations ( 63,133 ) ( 207,789 ) ( 203,723 ) ( 431,154 )

(Benefit) provision for income taxes ( 57,062 ) 2,932

Income (loss) from continuing operations 35,548 ( 71,105 )

Loss from discontinued operations, net of tax — —

Net loss ( 63,133 ) ( 207,905 ) ( 203,723 ) ( 431,671 )

Net (loss) income attributable to noncontrolling interests ( 315 ) 379 338 ( 522 )

Net loss attributable to Sabre Corporation ( 62,818 ) ( 208,284 ) ( 204,061 ) ( 431,149 )

Preferred stock dividends — 3,564 — 14,257

Net loss attributable to common stockholders $ ( 62,818 ) $ ( 211,848 ) $ ( 204,061 ) $ ( 445,406 )

Basic net loss per share attributable to common stockholders:

Loss from continuing operations $ ( 0.16 ) $ ( 0.61 ) $ ( 0.53 ) $ ( 1.33 )

Net loss per common share $ ( 0.16 ) $ ( 0.61 ) $ ( 0.53 ) $ ( 1.33 )

Diluted net loss per share attributable to common stockholders:

Loss from continuing operations $ ( 0.16 ) $ ( 0.61 ) $ ( 0.53 ) $ ( 1.33 )

Net loss per common share $ ( 0.16 ) $ ( 0.61 ) $ ( 0.53 ) $ ( 1.33 )

Net income (loss) 35,548 ( 71,105 )

Net income attributable to noncontrolling interests 213 378

Net income (loss) attributable to common stockholders $ 35,335 $ ( 71,483 )

Basic net income (loss) per share attributable to common stockholders:

Net income (loss) per common share $ 0.09 $ ( 0.19 )

Diluted net income (loss) per share attributable to common stockholders:

Net income (loss) per common share $ 0.09 $ ( 0.19 )

Weighted-average common shares outstanding:

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SABRE CORPORATION

CONSOLIDATED STATEMENTS OF COMPREHENSIVE LOSS

CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME (LOSS)

(In thousands)

Three Months Ended September 30, Nine Months Ended September 30,

2024 2023 2024 2023

Net loss $ ( 63,133 ) $ ( 207,905 ) $ ( 203,723 ) $ ( 431,671 )

Three Months Ended March 31,

Net income (loss) $ 35,548 $ ( 71,105 )

Other comprehensive income, net of tax:

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Retirement-related benefit plans:

Net actuarial gain, net of taxes of nil in all periods ( 24 ) 90 ( 24 ) 90

Net actuarial loss, net of taxes of nil in all periods ( 3,338 ) —

Amortization of prior service credits, net of taxes of nil in all periods ( 358 ) ( 358 )

2 unchanged sentences

Unrealized (losses) gains, net of taxes of nil in all periods ( 598 ) 6,747

Reclassification adjustment for realized gains, net of taxes of nil in all periods ( 2,133 ) ( 2,057 ) ( 6,178 ) ( 4,473 )

Reclassification adjustment for realized losses (gains), net of taxes of nil in all periods 142 ( 1,956 )

Net change in derivatives, net of tax ( 456 ) 4,791

Share of other comprehensive loss of equity method investments ( 212 ) ( 120 )

Other comprehensive income ( 4,448 ) ( 1,181 ) 589 1,244

Comprehensive loss ( 67,581 ) ( 209,086 ) ( 203,134 ) ( 430,427 )

Comprehensive (income) loss attributable to noncontrolling interests 315 ( 379 ) ( 338 ) 522

Comprehensive loss attributable to Sabre Corporation $ ( 67,266 ) $ ( 209,465 ) $ ( 203,472 ) $ ( 429,905 )

Other comprehensive (loss) income ( 1,571 ) 4,206

Comprehensive income (loss) 33,977 ( 66,899 )

Comprehensive income attributable to noncontrolling interests ( 213 ) ( 378 )

Comprehensive income (loss) attributable to Sabre Corporation $ 33,764 $ ( 67,277 )

See Notes to Consolidated Financial Statements.

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(In thousands)

September 30, 2024 December 31, 2023

March 31, 2025 December 31, 2024

Current assets

34 unchanged sentences

1,000,000 authorized shares;

414,637 and 405,915 shares issued, 385,831 and 379,569 shares outstanding at September 30, 2024 and December 31, 2023, respectively

417,219 and 414,754 shares issued, 387,662 and 385,932 shares outstanding at March 31, 2025 and December 31, 2024, respectively

Additional paid-in capital 3,318,127 3,304,466

Treasury Stock, at cost, 28,806 and 26,346 shares at September 30, 2024 and December 31, 2023, respectively

Treasury Stock, at cost, 29,557 and 28,822 shares at March 31, 2025 and December 31, 2024, respectively

( 529,233 ) ( 526,789 )

8 unchanged sentences

(In thousands)

Nine Months Ended September 30,

Three Months Ended March 31,

Operating Activities

Net loss $ ( 203,723 ) $ ( 431,671 )

Net income (loss) $ 35,548 $ ( 71,105 )

Adjustments to reconcile net loss to cash used in operating activities:

1 unchanged sentence

Paid-in-kind interest 28,327 30,737

Deferred income taxes ( 14,380 ) ( 6,247 )

Stock-based compensation expense 13,662 13,905

Loss on extinguishment of debt, net 37,994 108,577

Amortization of upfront incentive consideration 8,979 8,442

Amortization of debt discount and issuance costs 8,579 6,241

Deferred income taxes ( 5,417 ) ( 2,402 )

(Gain) loss on investment fair value adjustment ( 3,234 ) 10,000

Gain on sale of assets ( 5,191 ) —

Provision for expected credit losses 2,185 5,334

Dividends received from equity method investments 1,833 1,514

Other ( 593 ) 725

Loss from discontinued operations — 517

Loss on investment fair value adjustment — 3,520

Loss on extinguishment of debt — 37,994

Changes in operating assets and liabilities:

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Additions to property and equipment ( 17,891 ) ( 27,676 )

Proceeds from sale of investment in securities 54,834 —

Other investing activities ( 300 ) —

Acquisitions, net of cash acquired — ( 12,021 )

Proceeds from sale of assets 9,641 —

Cash used in investing activities ( 8,250 ) ( 27,676 )

Financing Activities

Proceeds on borrowings from lenders 200,090 1,530,473

Payments on borrowings from lenders ( 194,716 ) ( 1,572,719 )

Proceeds from borrowings under Securitization Facility 41,100 140,000

Payments on borrowings under Securitization Facility ( 22,500 ) ( 17,800 )

Debt prepayment fees and issuance costs ( 50,020 ) ( 158,982 )

Payments on borrowings from lenders ( 2,948 ) ( 193,571 )

Net payment on the settlement of equity-based awards ( 2,444 ) ( 2,078 )

Proceeds from sale of redeemable shares in subsidiary — 16,000

Dividends paid on preferred stock — ( 16,039 )

Other financing activities — 4,200

Cash provided by (used in) financing activities 46,049 ( 72,518 )

Cash Flows from Discontinued Operations

Cash used in operating activities — ( 148 )

Cash used in discontinued operations — ( 148 )

Proceeds on borrowings from lenders — 200,090

Debt prepayment fees and issuance costs — ( 48,733 )

Cash provided by financing activities 13,208 77,908

Effect of exchange rate changes on cash, cash equivalents and restricted cash 2,295 ( 1,212 )

Increase (decrease) in cash, cash equivalents and restricted cash 20,557 ( 193,283 )

Decrease in cash, cash equivalents and restricted cash ( 73,350 ) ( 19,070 )

Cash, cash equivalents and restricted cash at beginning of period 745,518 669,244

5 unchanged sentences

Stockholders’ Deficit

Preferred Stock Common Stock Additional

Common Stock Additional

Capital Treasury Stock Retained Deficit Accumulated

2 unchanged sentences

Stockholders'Deficit

Shares Amount Shares Amount Shares Amount

Shares Amount Shares Amount

Balance at December 31, 2024 414,753,676 $ 4,147 $ 3,304,466 28,822,484 $ ( 526,789 ) $ ( 4,327,152 ) $ ( 73,747 ) $ 14,376 $ ( 1,604,699 )

Comprehensive loss — — — — — — — ( 71,483 ) 4,206 923 ( 66,354 )

Comprehensive income — — — — — 35,335 ( 1,571 ) 675 34,439

Settlement of stock-based awards 2,465,135 25 ( 1 ) 734,400 ( 2,444 ) — — — ( 2,420 )

1 unchanged sentence

Balance at March 31, 2025 417,218,811 $ 4,172 $ 3,318,127 29,556,884 $ ( 529,233 ) $ ( 4,291,817 ) $ ( 75,318 ) $ 15,051 $ ( 1,559,018 )

Comprehensive loss — — — — — — — ( 69,760 ) 833 691 ( 68,236 )

Settlement of stock-based awards — — 5,427,133 54 ( 3 ) 1,374,482 ( 4,322 ) — — — ( 4,271 )

Stock-based compensation expense — — — — 12,230 — — — — — 12,230

Other — — — — — — — — ( 2 ) — ( 2 )

Balance at June 30, 2024 — $ — 414,404,794 $ 4,144 $ 3,276,032 28,741,921 $ ( 526,524 ) $ ( 4,189,636 ) $ ( 68,885 ) $ 14,274 $ ( 1,490,595 )

Comprehensive loss — — — — — — — ( 62,818 ) ( 4,448 ) 92 ( 67,174 )

Settlement of stock-based awards — — 232,390 2 — 63,959 ( 201 ) — — — ( 199 )

Stock-based compensation expense — — — — 14,641 — — — — — 14,641

Balance at September 30, 2024 — $ — 414,637,184 $ 4,146 $ 3,290,673 28,805,880 $ ( 526,725 ) $ ( 4,252,454 ) $ ( 73,333 ) $ 14,366 $ ( 1,543,327 )

Stockholders’ Deficit

Preferred Stock Common Stock Additional

Common Stock Additional

Capital Treasury Stock Retained Deficit Accumulated

3 unchanged sentences

Stockholders'

Shares Amount Shares Amount Shares Amount

Shares Amount Shares Amount

Balance at December 31, 2023 405,914,663 $ 4,059 $ 3,249,901 26,345,684 $ ( 520,124 ) $ ( 4,048,393 ) $ ( 73,922 ) $ 12,660 $ ( 1,375,819 )

Comprehensive income — — — — — — — ( 98,934 ) 1,252 ( 451 ) ( 98,133 )

Preferred stock dividends (1)

— — — — — — — ( 5,346 ) — — ( 5,346 )

Settlement of stock-based awards — — 4,671,781 47 ( 5 ) 1,304,145 ( 5,289 ) — — — ( 5,247 )

Stock-based compensation expense — — — — 17,005 — — — — — 17,005

Balance at March 31, 2023 3,290,000 $ 33 358,108,284 $ 3,581 $ 3,215,580 26,199,143 $ ( 519,504 ) $ ( 3,610,808 ) $ ( 64,479 ) $ 11,049 $ ( 964,548 )

Comprehensive loss — — — — — ( 71,483 ) 4,206 923 ( 66,354 )

Preferred stock dividends (1)

— — — — — — — ( 5,347 ) — — ( 5,347 )

Settlement of stock-based awards 3,062,998 31 ( 1 ) 1,021,755 ( 2,078 ) — — — ( 2,048 )

Stock-based compensation expense — — 13,905 — — — — — 13,905

Balance at June 30, 2023 3,290,000 $ 33 358,563,492 $ 3,586 $ 3,224,318 26,266,613 $ ( 519,765 ) $ ( 3,740,086 ) $ ( 63,307 ) $ 11,565 $ ( 1,083,656 )

Comprehensive loss — — — — — — — ( 208,284 ) ( 1,180 ) 654 ( 208,810 )

Preferred stock dividends (1)

— — — — — — — ( 3,564 ) — — ( 3,564 )

Conversion of preferred stock to common stock ( 3,290,000 ) ( 33 ) 46,999,367 470 ( 437 ) — — — — — —

Settlement of stock-based awards — — 218,153 2 380 56,251 ( 276 ) — — — 106

Stock-based compensation expense — — — — 13,094 — — — — — 13,094

Other — — — — 174 — — — — — 174

Balance at September 30, 2023 — $ — 405,781,012 $ 4,058 $ 3,237,529 26,322,864 $ ( 520,041 ) $ ( 3,951,934 ) $ ( 64,487 ) $ 12,219 $ ( 1,282,656 )

(1) Our mandatory convertible preferred stock accumulated cumulative dividends at an annual rate of 6.50 %.

Balance at March 31, 2024 408,977,661 $ 4,090 $ 3,263,805 27,367,439 $ ( 522,202 ) $ ( 4,119,876 ) $ ( 69,716 ) $ 13,583 $ ( 1,430,316 )

See Notes to Consolidated Financial Statements.

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In the opinion of management, these financial statements contain all adjustments, consisting of normal recurring accruals, necessary to present fairly the financial position, results of operations and cash flows for the periods indicated.

Operating results for the three and nine months ended September 30, 2024 are not necessarily indicative of results that may be expected for any other interim period or for the year ending December 31, 2024.

Operating results for the three months ended March 31, 2025 are not necessarily indicative of results that may be expected for any other interim period or for the year ending December 31, 2025.

The accompanying interim financial statements should be read in conjunction with the consolidated financial statements and related notes thereto included in our Annual Report on Form 10-K filed with the SEC on February 20, 2025.

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Recent Accounting Pronouncements

In November 2023, the Financial Accounting Standards Board ("FASB") issued updated guidance to improve reportable segment disclosure requirements, primarily through enhanced disclosures about significant segment expenses.

The updated standard is effective for public companies for fiscal years beginning after December 15, 2023, and interim periods within fiscal years beginning after December 15, 2024, with early adoption permitted.

We are currently evaluating the impact of this standard on our consolidated financial statement disclosures.

In December 2023, the FASB issued updated guidance to enhance the transparency and decision usefulness of income tax disclosures through improvements primarily related to the rate reconciliation and income taxes paid information.

In December 2023, the Financial Accounting Standards Board ("FASB") issued updated guidance to enhance the transparency and decision usefulness of income tax disclosures through improvements primarily related to the rate reconciliation and income taxes paid information.

The updated standard is effective for public companies for fiscal years beginning after December 15, 2024, with early adoption permitted.

We are currently evaluating the impact of this standard on our consolidated financial statement disclosures.

In March 2024, the SEC adopted final rules requiring public entities to provide certain climate-related information in their registration statements and annual reports.

As part of the disclosures, entities will be required to quantify certain effects of severe weather events and other natural conditions in a note to their audited financial statements.

The rules were originally effective beginning with annual reports for the year ending December 31, 2025;

however, on April 4, 2024, the SEC voluntarily stayed these rules, pending judicial review.

We are currently evaluating the impact of the rules, if they were to go into effect, on our consolidated financial statement disclosures.

In November 2024, the FASB issued guidance regarding disaggregation of income statement expenses, which requires additional disclosure of certain costs and expenses within the notes to the financial statements.

The standard is effective for public companies for fiscal years beginning after December 15, 2026, and interim periods within fiscal years beginning after December 15, 2027, with early adoption permitted.

We are currently evaluating the impact that this standard will have on our consolidated financial statement disclosures.

Revenue from Contracts with Customers

2 unchanged sentences

Timing differences among revenue recognition, unconditional rights to bill, and receipt of contract consideration may result in contract assets or contract liabilities.

The following table presents our assets and liabilities with customers as of September 30, 2024 and December 31, 2023 (in thousands).

Account Consolidated Balance Sheet Location September 30, 2024 December 31, 2023

The following table presents our assets and liabilities with customers as of March 31, 2025 and December 31, 2024 (in thousands).

Account Consolidated Balance Sheet Location March 31, 2025 December 31, 2024

Contract assets and customer advances and discounts (1)

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______________________

(1) Includes contract assets of $ 8 million and $ 11 million for September 30, 2024 and December 31, 2023, respectively.

During the nine months ended September 30, 2024, we recognized revenue of approximately $ 52 million from contract liabilities that existed as of January 1, 2024.

(1) Includes contract assets of $ 5 million and $ 8 million for March 31, 2025 and December 31, 2024, respectively.

During the three months ended March 31, 2025, we recognized revenue of approximately $ 8 million from contract liabilities that existed as of January 1, 2025.

Our long-term trade unbilled receivables, net relate to fixed license fees billed over the contractual period and recognized when the customer gains control of the software.

2 unchanged sentences

The following table presents our revenues disaggregated by business (in thousands):

Three Months Ended September 30, Nine Months Ended September 30,

2024 2023 2024 2023

Three Months Ended March 31,

Distribution $ 569,115 $ 572,258

8 unchanged sentences

We may occasionally recognize revenue in the current period for performance obligations partially or fully satisfied in the previous periods resulting from changes in estimates for the transaction price, including any changes to our assessment of whether an estimate of variable consideration is constrained.

For the nine months ended September 30, 2024, the impact on revenue recognized in the current period from performance obligations partially or fully satisfied in the previous period is $ 6 million.

Our air booking cancellation reserve totaled $ 12 million and $ 10 million as of September 30, 2024, and December 31, 2023, respectively.

For the three months ended March 31, 2025, the impact on revenue recognized in the current period from performance obligations partially or fully satisfied in the previous period is immaterial.

Our air booking cancellation reserve totaled $ 15 million and $ 11 million as of March 31, 2025, and December 31, 2024, respectively.

Unearned performance obligations primarily consist of deferred revenue for fixed implementation fees and future product implementations, which are included in deferred revenue and other noncurrent liabilities in our consolidated balance sheet.

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The noncontrolling interest is adjusted each reporting period for loss or income attributable to the noncontrolling interest.

As of September 30, 2024 and 2023, the redeemable noncontrolling interest was $ 13 million and $ 15 million, respectively.

The following table presents the changes in redeemable noncontrolling interest of a consolidated subsidiary in temporary equity during the period ended September 30, 2024 and 2023 (in thousands):

Nine Months Ended September 30,

As of March 31, 2025 and 2024, the redeemable noncontrolling interest was $ 12 million and $ 14 million, respectively.

The following table presents the changes in redeemable noncontrolling interest of a consolidated subsidiary in temporary equity during the period ended March 31, 2025 and 2024 (in thousands):

Three Months Ended March 31,

Redeemable noncontrolling interest, beginning of period $ 12,928 $ 14,375

Proceeds from sale of redeemable noncontrolling interest — 16,000

Net loss attributable to redeemable noncontrolling interest ( 463 ) ( 279 )

Redeemable noncontrolling interest, end of period $ 12,465 $ 14,096

Restructuring Activities

During the second quarter of 2023, we announced and began to implement a cost reduction plan designed to reposition our business and structurally reduce our cost base.

As a result of this cost reduction plan, we incurred restructuring costs beginning in the second quarter of 2023 associated with our workforce.

We do not expect additional restructuring charges associated with these activities to be significant and we expect to be substantially complete with all activities associated with this plan by the end of 2024.

Since the second quarter of 2023, we have incurred costs of $ 81 million in connection with this business plan.

These restructuring costs are comprised of $ 75 million that has been or will be paid in cash for severance and related benefits costs and $ 6 million paid related to other restructuring costs.

During the nine months ended September 30, 2024, we recorded $ 18 million in additional severance and related benefits costs, of which $ 1 million is recorded within cost of revenue, excluding technology costs, $ 13 million is recorded within technology costs and $ 4 million is recorded within selling, general and administrative costs within our consolidated statement of operations.

The majority of these additional costs is expected to be paid by the end of the first quarter of 2025.

We also recorded a $ 10 million adjustment to the accrued liability for estimated amounts that are no longer expected to be paid.

The following table summarizes the accrued liability for severance and related benefits costs as recorded within accrued compensation and related benefits within our consolidated balance sheets, related to this cost reduction plan (in thousands):

Nine Months Ended

September 30, 2024

Balance as of December 31, 2023 $ 17,288

Charges 18,285

Cash Payments ( 10,764 )

Non-Cash Adjustments ( 9,765 )

Balance as of September 30, 2024 $ 15,044

For the nine months ended September 30, 2024, we recognized $ 15 million of income tax expense, representing an effective tax rate of less than 1 %, compared to an income tax expense of $ 17 million, also representing an effective tax rate of less than 1 % for the nine months ended September 30, 2023.

The effective tax rate decreased for the nine months ended September 30, 2024 as compared to the same period in 2023 primarily due to the change in the geographic mix of taxable income and various discrete items recorded in each of the respective nine month periods.

For the three months ended March 31, 2025, we recognized $ 57 million of income tax benefit, representing an effective tax rate of 265 %, compared to an income tax expense of $ 3 million, representing an effective tax rate of less than 1 % for the three months ended March 31, 2024.

The effective tax rate for the three months ended March 31, 2025 represents the rate expected for the year applied to year to date earnings before tax and the impact of certain discrete items in the quarter.

The effective tax rate is impacted by an increase in the valuation allowance due primarily to interest expense limitations, offset by loss utilization.

The difference between our effective tax rates and the U.S.

federal statutory income tax rate primarily results from valuation allowances, our geographic mix of taxable income in various tax jurisdictions, tax permanent differences and tax credits.

federal statutory income tax rate primarily results from the impact of changes in the valuation allowance, our geographic mix of taxable income in various tax jurisdictions, tax permanent differences and tax credits.

In assessing the realizability of deferred tax assets, management considers whether it is more likely than not that some portion or all of the deferred tax assets will not be realized.

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In circumstances where we are aware of a specific customer’s inability to meet its financial obligations to us, such as bankruptcy filings or failure to pay amounts due to us or others, we specifically reserve for bad debts against amounts due to reduce the recorded receivable to the amount we reasonably believe will be collected.

For all other customers, we record reserves for receivables, including unbilled receivables

and contract assets, based on historical experience and the length of time the receivables are past due.

For all other customers, we record reserves for receivables, including unbilled receivables and contract assets, based on historical experience and the length of time the receivables are past due.

The estimate of credit losses is developed by analyzing historical twelve-month collection rates and adjusting for current customer-specific factors indicating financial instability and other macroeconomic factors that correlate with the expected collectability of our receivables.

Our allowance for credit losses relates to all financial assets, primarily trade receivables due in less than one year recorded in Accounts Receivable, net on our consolidated balance sheets.

Our allowance for credit losses for the nine months ended September 30, 2024 for our portfolio segment is summarized as follows (in thousands):

Nine Months Ended

September 30, 2024

Our allowance for credit losses for the three months ended March 31, 2025 for our portfolio segment is summarized as follows (in thousands):

Three Months Ended

March 31, 2025

Balance at December 31, 2024 $ 25,792

1 unchanged sentence

Write-offs ( 1,389 )

Balance at September 30, 2024 $ 28,425

As of September 30, 2024 and December 31, 2023, our outstanding debt included in our consolidated balance sheets totaled $ 5,035 million and $ 4,834 million, respectively, which are net of debt issuance costs of $ 60 million and $ 63 million, respectively, and unamortized discounts of $ 59 million and $ 65 million, respectively.

The following table sets forth the face values of our outstanding debt as of September 30, 2024 and December 31, 2023 (in thousands):

Rate Maturity September 30, 2024 December 31, 2023

Other ( 114 )

Balance at March 31, 2025 $ 26,474

As of March 31, 2025 and December 31, 2024, our outstanding debt included in our consolidated balance sheets totaled $ 5,118 million and $ 5,065 million, respectively, which are net of debt issuance costs of $ 52 million and $ 56 million, respectively, and unamortized discounts of $ 95 million and $ 100 million, respectively.

The following table sets forth the face values of our outstanding debt as of March 31, 2025 and December 31, 2024 (in thousands):

Rate Maturity March 31, 2025 December 31, 2024

Senior secured credit facilities:

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June 2028 414,482 414,482

2024 Term Loan B-1 S (1) + 6.00 %

November 2029 698,250 700,000

2024 Term Loan B-2 S (1) + 6.00 %

November 2029 74,813 75,000

Senior Secured Term Loan Due 2028

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9.25 % April 2025 10,416 10,416

7.375 % senior secured notes due 2025

7.375 % September 2025 26,796 63,019

4.00 % senior exchangeable notes due 2025 (5)

4.00 % April 2025 183,220 183,220

7.375 % senior secured notes due 2025

7.375 % September 2025 23,393 23,393

7.32 % senior exchangeable notes due 2026

4 unchanged sentences

11.25 % December 2027 45,814 45,814

10.75 % senior secured notes due 2029

10.75 % November 2029 824,714 824,714

Face value of total debt outstanding 5,264,900 5,220,920

5 unchanged sentences

(3) At our election, if interest is paid in cash the spread is 0.25 % per annum, and in the case of interest paid-in-kind the spread is 1.75 %.

(4) In connection with the issuance of the FILO Facility (as defined below), the initial drawn fee rate was increased from 2.25 % to 4.00 %.

We had outstanding letters of credit totaling $ 9 million and $ 12 million as of September 30, 2024 and December 31, 2023, respectively, which were secured by a $ 21 million cash collateral deposit account.

The weighted average interest rate on our short-term borrowings, which include our 9.25 % Senior Secured Notes due 2025, 4.00 % Senior Exchangeable Notes due 2025, 7.375 % Senior Secured Notes due 2025 and the current portions of the 2021 Term Loan B-1 and 2022 Term Loan B-1, is 5.13 % as of September 30, 2024.

(4) In connection with the issuance of the FILO Facility (as defined below), the drawn fee rate varies based on our leverage ratio.

The drawn fee rate ranges from 3.00 % to 4.00 %, with incremental increases of 0.25 % between these levels.

(5) Repaid in full on April 15, 2025.

We had outstanding letters of credit totaling $ 12 million and $ 13 million as of March 31, 2025 and December 31, 2024, respectively, which were secured by a $ 21 million cash collateral deposit account.

The weighted average interest rate on our short-term borrowings, which include our 9.25 % senior secured notes due 2025, 4.00 % senior exchangeable Notes due 2025, 7.375 % senior secured notes due 2025 and the current portions of the 2021 Term Loan B-1, 2021 Term Loan B-2, 2022 Term Loan B-1, 2024 Term Loan B-1 and 2024 Term Loan B-2, is 4.94 % as of March 31, 2025.

Senior Secured Credit Facilities

On May 16, 2023, Sabre GLBL entered into Amendment No.

5 to the Credit Agreement (the “SOFR Amendment”).

The SOFR Amendment was entered into pursuant to the Amended and Restated Credit Agreement, dated as of February 19, 2013.

The SOFR Amendment provides for the replacement of the London Interbank Offering Rate ("LIBOR")-based rates with a SOFR-based rate for the 2021 Term Loan B-1 and 2021 Term Loan B-2 and amends certain provisions of the Credit Agreement.

The change from LIBOR to SOFR is due to the reference rate reform and the phasing out of LIBOR as a loan benchmark.

The SOFR Amendment did not have a material impact on our financial position or results of operations.

Refinancing Transactions

On November 25, 2024, we entered into a third and fourth amendment (together, the “Term Loan B Amendments”) to the Amended and Restated Credit Agreement dated as of February 19, 2013 (the "Amended and Restated Credit Agreement") pursuant to which Sabre GLBL agreed to exchange $ 775 million of our existing senior secured term loans (the “Existing Term Loans”) for the same amount of new senior secured term loans maturing on November 15, 2029 (the “2024 Term Loans”).

We incurred no additional indebtedness as a result of this refinancing.

The Term Loan B Amendments included the application of the proceeds of a new $ 700 million and $ 75 million term loan “B” facility (the “2024 Term Loan B-1” and the ”2024 Term Loan B-2”, respectively), borrowed by Sabre GLBL under our Amended and Restated Credit Agreement, with the effect of extending the maturity of approximately $ 775 million of the existing Term Loan B credit facility under the Amended and Restated Credit Agreement.

Sabre GLBL did not receive any cash proceeds from the exchange and did not incur additional indebtedness as a result of the Term Loan B Amendments.

We incurred third-party fees of approximately $ 10 million plus $ 14 million of accrued and unpaid interest, of which $ 9 million and $ 14 million were paid in cash, respectively, during the year ending December 31, 2024.

We determined that the Term Loan B Amendments represent a debt modification and therefore we expensed all $ 10 million of third-party costs, to Other, Net in our consolidated statements of operations for the year ended December 31, 2024 and were included in cash flow from operations as paid.

The 2024 Term Loan B-1 and 2024 Term Loan B-2 mature on November 15, 2029.

They offer us the ability to prepay or repay with a 1.0 % call premium on or prior to the six-month anniversary of the amendment effective date, or without a call premium thereafter.

The 2024 Term Loans bear interest at Term SOFR, plus an applicable margin of 600 basis points, or at base rate, plus an applicable margin of 500 basis points.

The term SOFR for the 2024 Term Loans is subject to a floor of 0.50 % per annum and the base rate is subject to a floor of 1.50 % per annum.

Except for the extended maturity and new pricing terms, the 2024 Term Loans have substantially similar terms as the Existing Term Loans, including guarantees and security interests.

Financial Covenants

Under the Amended and Restated Credit Agreement, the loan parties are subject to certain customary non-financial covenants, including restrictions on incurring certain types of indebtedness, creation of liens on certain assets, making of certain investments, and payment of dividends.

We are further required to pay down the term loans with proceeds from certain asset sales, if not reinvested into the business within 15 months, as defined in the Amended and Restated Credit Agreement.

As of September 30, 2024, we are in compliance with all covenants under the terms of the Amended and Restated Credit Agreement.

As of March 31, 2025, we were in compliance with all covenants under the terms of the Amended and Restated Credit Agreement.

Senior Secured Term Loan Due 2028

On June 13, 2023, Sabre Financial Borrower, LLC (“Sabre FB”), our indirect, consolidated subsidiary entered into a series of transactions including a new term loan credit agreement with certain lenders (the "2023 Term Loan Agreement") and an intercompany secured term loan agreement (the "Pari Passu Loan Agreement").

The 2023 Term Loan Agreement provides for a senior secured term loan (the “Senior Secured Term Loan Due 2028”) of up to $ 700 million in aggregate principal amount, subject to Sabre FB using the proceeds from the Senior Secured Term Loan Due 2028 for an intercompany loan to Sabre GLBL.

On June 13, 2023, Sabre FB borrowed the full $ 700 million amount under the 2023 Term Loan Agreement and lent the funds to Sabre GLBL under the Pari Passu Loan Agreement.

Borrowings under the 2023 Term Loan Agreement are secured by the assets of Sabre FB, including Sabre FB's claims under the Pari Passu Loan Agreement, and assets of certain of our foreign subsidiaries.

Borrowings under the Pari Passu Loan Agreement are secured by first-priority liens on the same collateral securing the indebtedness owing under the Senior Secured Credit Facilities and Sabre GLBL's outstanding Senior Secured Notes.

Sabre GLBL used the proceeds borrowed under the Pari Passu Loan Agreement to repurchase $ 650 million of its outstanding 9.25 % Senior Secured Notes due 2025 (the “June 2023 Refinancing”) and $ 15 million of its outstanding 2021 Term Loan B-1, 2021 Term Loan B-2 and 2022 Term Loan B-2.

The remaining proceeds, net of a discount of $ 23 million, were used to pay $ 13 million in other fees and expenses.

We incurred additional fees of $ 15 million, plus $ 10 million of accrued and unpaid interest on the 9.25 % Senior Secured Notes, which were funded with cash on hand.

We recognized a net gain on extinguishment of debt in connection with the June 2023 Refinancing during the nine months ended September 30, 2023 of $ 13 million.

The Senior Secured Term Loan Due 2028 matures on December 15, 2028 and offers us the ability to prepay subject to prepayment premiums as follows:

The 2023 Term Loan Agreement provides for a senior secured term loan (the “Senior Secured Term Loan Due 2028”) that matures on December 15, 2028 and offers us the ability to prepay subject to prepayment premiums as follows:

(i) with respect to any prepayment occurring on or prior to the second anniversary of the 2023 Term Loan Agreement, a customary make-whole amount, and (ii) with respect to any prepayment occurring after the second anniversary of the 2023 Term Loan Agreement and on or prior the third anniversary of the 2023 Term Loan Agreement, 25 % of the applicable interest margin assuming all interest is payable-in-kind.

3 unchanged sentences

The Senior Secured Term Loan Due 2028 bears interest at a floating rate, with interest periods ending on each successive three month anniversary of the closing date and set in arrears based on the average of the highest yield to maturity of any tranche of Sabre GLBL’s or any of its affiliates’ outstanding secured indebtedness (as defined within the 2023 Term Loan Agreement) on each of the 20 prior trading days (the “Reference Rate”), plus (i) 25 basis points for cash interest or (ii) 175 basis points for payable-in-kind interest.

As of September 30, 2024, the Reference Rate was 13.07 %.

As of March 31, 2025, the Reference Rate was 13.00 %.

The all-in interest rate floor is 11.50 % for cash interest and 13.00 % for payable-in-kind interest and the all-in interest rate ceiling is 17.50 % for cash interest and 19.00 % for payable-in-kind interest.

1 unchanged sentence

Interest on the Senior Secured Term Loan Due 2028 is accrued and payable or capitalized to principal if not elected to be paid in cash, commencing on June 13, 2023, and ending on the date three months thereafter and each successive three-month anniversary thereof on September 13, December 13, March 13, and June 13 of each year.

We capitalized interest for the Senior Secured Term Loan Due 2028 totaling $ 29 million during the three months ended September 30, 2024 an d $ 90 million during the nine months ended September 30, 2024.

We capitalized interest for the Senior Secured Term Loan Due 2028 totaling $ 28 million during the three months ended March 31, 2025.

Sabre FB’s obligations under the Senior Secured Term Loan Due 2028 are required to be guaranteed by certain of our existing and future foreign subsidiaries (the “Foreign Guarantors”).

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In addition, the 2023 Term Loan Agreement contains customary prepayment events and financial and negative covenants and other representations, covenants and events of default based on, but in certain instances more restrictive than, the Amended and Restated Credit Agreement.

As of September 30, 2024, we were in compliance with all covenants under the terms of the 2023 Term Loan Agreement and the Pari Passu Loan Agreement.

As of March 31, 2025, we were in compliance with all covenants under the terms of the 2023 Term Loan Agreement and the Pari Passu Loan Agreement.

Senior Secured Notes

On September 7, 2023, Sabre GLBL completed exchange offers in which approximately $ 787 million of our 7.375 % senior secured notes due 2025 (the “September 2025 Notes”) and approximately $ 66 million of our 9.25 % senior secured notes due 2025 (the “April 2025 Notes”) were exchanged for a combination of cash and approximately $ 853 million aggregate principal amount of 8.625 % senior secured notes due 2027 (the “June 2027 Notes”), issued at par (the “September 2023 Exchange Transaction”).

The June 2027 Notes are jointly and severally, irrevocably and unconditionally guaranteed by Sabre Holdings and all of Sabre GLBL’s restricted subsidiaries that guarantee the Senior Secured Credit Facilities and the Secured Term Loan Due 2028.

The June 2027 Notes bear interest at a rate of 8.625 % per annum and interest payments are due semi-annually in arrears on March 1 and September 1 of each year, beginning March 1, 2024.

The June 2027 Notes mature on June 1, 2027.

Sabre GLBL did not receive any cash proceeds from the exchange and did not incur additional indebtedness in excess of the aggregate principal amount of the April 2025 Notes and the September 2025 Notes that were exchanged.

We incurred additional fees of approximately $ 133 million, primarily consisting of approximately $ 115 million in exchange fees, $ 15 million in underwriting and associated fees and expenses plus $ 3 million of accrued and unpaid interest, all of which were funded with cash on hand.

We determined that the September 2023 Exchange Transaction, including the impact of the exchange fees, represents a debt extinguishment and therefore recognized a loss on extinguishment of debt during the year ended December 31, 2023 of $ 121 million, consisting of $ 115 million in exchange fees related to the June 2027 Notes and $ 6 million related to the write-off of unamortized debt issuance costs on the April 2025 Notes and the September 2025 Notes.

On March 7, 2024, Sabre GLBL exchanged approximately $ 36 million of our September 2025 Notes and approximately $ 7 million of our April 2025 Notes for approximately $ 50 million aggregate principal amount of additional June 2027 Notes (the "March 2024 Exchange Transaction").

No additional indebtedness was incurred as a result of the transaction, other than amounts covering exchange fees of approximately $ 7 million.

Other than the issuance date and issue price, these additional June 2027 notes have the same terms, form a single series with, and are fungible with the June 2027 Notes described above.

On March 7, 2024, Sabre GLBL exchanged approximately $ 36 million of our 7.375 % senior secured notes due 2025 (the “September 2025 Notes”) and approximately $ 7 million of our 9.250 % senior secured notes due 2025 (the “April 2025 Notes”) for approximately $ 50 million aggregate principal amount of additional 8.625 % senior secured notes due 2027 (the “June 2027 Notes”) (the "March 2024 Senior Secured Exchange Transaction").

No additional indebtedness was incurred as a result of the March 2024 Senior Secured Exchange Transaction, other than amounts covering exchange fees of approximately $ 7 million.

Other than the issuance date and issue price, these additional June 2027 Notes have the same terms, form a single series with, and are fungible with the June 2027 Notes.

We incurred additional fees of approximately $ 1 million, which were funded with cash on hand.

We determined that the March 2024 Exchange Transaction, including the impact of the exchange fees, represents a debt extinguishment and therefore recognized a loss on extinguishment of debt during the nine months ended September 30, 2024 of approximately $ 7 million, primarily consisting of exchange fees related to the June 2027 Notes.

We determined that the March 2024 Senior Secured Exchange Transaction, including the impact of the exchange fees, represents a debt extinguishment and therefore recognized a loss on extinguishment of debt during the three months ended March 31, 2024 of approximately $ 7 million, primarily consisting of exchange fees related to the June 2027 Notes.

The April 2025 Notes matured, and were repaid in full, on April 15, 2025.

On November 25, 2024, Sabre GLBL exchanged approximately $ 246 million in principal amount of the June 2027 Notes and approximately $ 509 million in principal amount of our 11.250 % senior secured notes due December 2027 (the “December 2027 Notes”) for approximately $ 800 million of new 10.750 % senior secured notes due November 2029 (the “November 2029 Notes”) (the “Initial November 2024 Exchange Transactions”).

Shortly thereafter, on November 27, 2024, Sabre GLBL issued an additional approximately $ 25 million in aggregate principal amount of November 2029 Notes in exchange for approximately $ 21 million of the April 2025 Notes and approximately $ 4 million of the September 2025 Notes (together with the Initial November 2024 Exchange Transactions, the “November 2024 Exchange Transactions”).

Other than the issuance date and issue price, these additional November 2029 notes have the same terms, form a single series with, and are fungible with the November 2029 Notes described above.

The November 2029 Notes bear interest at a rate of 10.750 % per annum, and interest payments are due semi-annually in arrears on May 15 and November 15 of each year, beginning May 15, 2025.

The November 2029 Notes mature on November 15, 2029.

Sabre GLBL did not receive any cash proceeds from the exchange and did not incur additional indebtedness as a result of the exchange other than $ 45 million of early exchange consideration on the November 2029 Notes, which was recorded as a discount.

We incurred $ 11 million in fees, along with $ 31 million in accrued and unpaid interest, of which $ 10 million and $ 31 million were paid in cash, respectively, during the year ending December 31, 2024 , and the remaining $ 1 million of third-party fees has been paid as of March 31, 2025.

We determined that the November 2024 Exchange Transactions, including the impact of the early exchange consideration, represent a debt modification and therefore, expensed $ 11 million of debt modification costs in Other, net in our consolidated statements of operations for the year ended December 31, 2024 and included in cash flow from operations as paid.

The November 2029 Notes are jointly and severally, irrevocably and unconditionally guaranteed by Sabre Holdings and all of Sabre GLBL’s restricted subsidiaries that guarantee Sabre GLBL’s credit facilities governed by the Amended and Restated Credit Agreement.

Securitization Facility

On February 14, 2023, Sabre Securitization, LLC, our indirect, consolidated subsidiary and a special purpose entity (“Sabre Securitization”), entered into a three-year committed accounts receivable securitization facility (as amended from time to time the “Securitization Facility”) of up to $ 200 million with PNC Bank, N.A.

On March 29, 2024, Sabre Securitization increased the overall size of its existing Securitization Facility from $ 200 million to $ 235 million by issuing a $ 120 million "first-in, last-out" term loan tranche under the Securitization Facility (such tranche, the "FILO Facility") and reducing the revolving tranche under the Securitization Facility to $ 115 million (such tranche, the "AR Facility").

On March 29, 2024, Sabre Securitization increased the overall size of the existing Securitization Facility from $ 200 million to $ 235 million by issuing a $ 120 million "first-in, last-out" term loan tranche under the Securitization Facility (such tranche, the "FILO Facility") and reducing the revolving tranche under the Securitization Facility to $ 115 million (such tranche, the "AR Facility").

In connection with the issuance of the FILO Facility, the maturity date of the Securitization Facility was extended to March 29, 2027 and the springing maturity date thereunder was terminated.

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The amount available for borrowings at any one time under the Securitization Facility is limited to a borrowing base calculated based on the outstanding balance of eligible receivables, subject to certain reserves.

As of September 30, 2024 , we had $ 207 million outstanding under the Securitization Facility, consisting of $ 87 million under the AR Facility and $ 120 million outstanding under the FILO Facility.

As of March 31, 2025 , we had $ 221 million outstanding under the Securitization Facility, consisting of $ 101 million under the AR Facility and $ 120 million outstanding under the FILO Facility.

The FILO Facility bears interest at SOFR plus a drawn fee of 8.00 % per annum.

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Borrowings under the AR Facility bear interest at a rate equal to SOFR, subject to a 0 % floor, plus a drawn fee, initially in the amount of 2.25 %, plus a 0.10 % SOFR adjustment.

In connection with the issuance of the FILO Facility, the initial drawn fee was increased from 2.25 % to 4.00 %.

The drawn fee, which was 3.75 % as of September 30, 2024, varies based on our leverage ratio .

In connection with the issuance of the FILO Facility, the initial drawn fee rate was increased from 2.25 % to 4.00 %.

The drawn fee rate, which was 4.00 % as of March 31, 2025, varies based on our leverage ratio .

Sabre Securitization also pays a fee on the undrawn committed amount of the AR Facility.

Interest and fees payable by Sabre Securitization under the AR Facility are due monthly.

Net debt issuance costs related to our AR Facility are $ 1 million for the nine months ended September 30, 2024 and $ 2 million for the year ended December 31, 2023, which are recorded in other assets, net in our consolidated financial statements.

Net debt issuance costs related to our AR Facility are $ 1 million for the three months ended March 31, 2025 and $ 1 million for the year ended December 31, 2024, which are recorded in other assets, net in our consolidated balance sheets.

In connection with the Securitization Facility, certain of our subsidiaries (the “Originators”) have sold and contributed, and will continue to sell or contribute, substantially all of their accounts receivable and certain related assets (collectively, the “Receivables”) to Sabre Securitization to be held as collateral for borrowings under the Securitization Facility.

Sabre Securitization’s assets are not available to satisfy the obligations of Sabre Corporation or any of its affiliates.

Securitization’s assets are not available to satisfy the obligations of Sabre Corporation or any of its affiliates.

Under the terms of the Securitization Facility, the lenders under the AR Facility and FILO Facility would have a senior priority claim to the assets of Sabre Securitization, which will primarily consist of the Receivables of the Originators participating in the Securitization Facility.

As of September 30, 2024 , $ 378 million of Receivables are held as assets by Sabre Securitization, consisting of $ 369 million of accounts receivable and $ 9 million of other as sets, net in our conso lidated balance sheet.

As of March 31, 2025 , $ 356 million of Receivables are held as assets by Sabre Securitization, consisting of $ 347 million of accounts receivable and $ 9 million of other as sets, net in our conso lidated balance sheets.

The Securitization Facility is accounted for as a secured borrowing on a consolidated basis, rather than a sale of assets;

2 unchanged sentences

The Securitization Facility contains certain customary representations, warranties, affirmative covenants, and negative covenants, subject to certain cure periods in some cases, including the eligibility of the Receivables being sold by the Originators and securing the loans made by the lenders, as well as customary reserve requirements, events of default, termination events, and servicer defaults.

As of September 30, 2024 , we were in compliance with and expect to be in compliance with the financial covenants of the Securitization Facility for at least the next twelve months.

As of March 31, 2025 , we were in compliance with the financial covenants of the Securitization Facility.

Exchangeable Notes

On April 17, 2020, Sabre GLBL entered into a debt agreement (the "2025 Exchangeable Notes Indenture") consisting of $ 345 million aggregate principal amount of 4.000 % senior exchangeable notes due 2025 (the “ 2025 Exchangeable Notes”).

The 2025 Exchangeable Notes are senior, unsecured obligations of Sabre GLBL, accrue interest payable semi-annually in arrears

and mature on April 15, 2025, unless earlier repurchased or exchanged in accordance with specified circumstances and terms of the 2025 Exchangeable Notes Indenture.

As of September 30, 2024 , we have $ 183 million aggregate principal amount of 2025 Exchangeable Notes outstanding.

Under the terms of the 2025 Exchangeable Notes Indenture , the notes are exchangeable into common stock of Sabre Corporation (referred to as “ our common stock” herein) at the following times or circumstances:

The 2025 Exchangeable Notes were senior, unsecured obligations of Sabre GLBL, and accrued interest payable semi-annually in arrears.

As of March 31, 2025 , we had $ 183 million aggregate principal amount of 2025 Exchangeable Notes outstanding.

The 2025 Exchangeable Notes matured on April 15, 2025, and were settled with cash .

Under the terms of the 2025 Exchangeable Notes Indenture , the notes were exchangeable into common stock of Sabre Corporation (referred to as “ our common stock” herein) at the following times or circumstances:

• during any calendar quarter commencing after the calendar quarter ended June 30, 2020, if the last reported sale price per share of our common stock exceeds 130 % of the exchange price for each of at least 20 trading days (whether or not consecutive) during the 30 consecutive trading days ending on, and including, the last trading day of the immediately preceding calendar quarter;

• during the five consecutive business days immediately after any five consecutive trading day period (such five consecutive trading day period, the “ Measurement Period”) if the trading price per $1,000 principal amount of 2025 Exchangeable Notes, as determined following a request by their holder in accordance with the procedures in the 2025 Exchangeable Notes Indenture , for each trading day of the Measurement Period was less than 98 % of the product of the last reported sale price per share of our common stock on such trading day and the exchange rate on such trading day;

• during the five consecutive business days immediately after any five consecutive trading day period (such five consecutive trading day period, the “ Measurement Period”) if the trading price per $1,000 principal amount of the 2025 Exchangeable Notes, as determined following a request by their holder in accordance with the procedures in the 2025 Exchangeable Notes Indenture , for each trading day of the Measurement Period was less than 98 % of the product of the last reported sale price per share of our common stock on such trading day and the exchange rate on such trading day;

• upon the occurrence of certain corporate events or distributions on our common stock, including but not limited to a “Fundamental Change” (as defined in the 2025 Exchangeable Notes Indenture );

1 unchanged sentence

• on or after October 15, 2024, until the close of business on the second scheduled trading day immediately preceding the maturity date, April 15, 2025.

W e plan to use the "default settlement method", which is to settle up to the principal amount of any exchange of 2025 Exchangeable Notes with cash, and any excess value with shares of our common stock.

Any settlement requests received during this 6-month period between October 15, 2024 and the maturity date of April 15, 2025 would be settled upon maturity on April 15, 2025.

With certain exceptions, upon a Change of Control or other Fundamental Change (both as defined in the 2025 Exchangeable Notes Indenture), the holders of the 2025 Exchangeable Notes may require us to repurchase all or part of the principal amount of the 2025 Exchangeable Notes at a repurchase price equal to 100 % of the principal amount of the 2025 Exchangeable Notes, plus any accrued and unpaid interest to, but excluding, the repurchase date.

As of September 30, 2024, none of the conditions allowing holders of the 2025 Exchangeable Notes to exchange have been met.

The 2025 Exchangeable Notes are convertible at their holder’s election into shares of our common stock based on an initial exchange rate of 126.9499 shares of common stock per $1,000 principal amount of the 2025 Exchangeable Notes, which is equivalent to an initial exchange price of approximately $ 7.88 per share.

The exchange rate is subject to anti-dilution and other adjustments.

Upon conversion, Sabre GLBL will pay or deliver, as the case may be, cash, shares of our common stock or a combination of cash and shares of common stock, at our election.

If a “Make-Whole Fundamental Change” (as defined in the 2025 Exchangeable Notes Indenture) occurs with respect to any 2025 Exchangeable Note and the exchange date for the exchange of such 2025 Exchangeable Note occurs during the related “Make-Whole Fundamental Change Exchange Period” (as defined in the 2025 Exchangeable Notes Indenture), then, subject to the provisions set forth in the 2025 Exchangeable Notes Indenture, the exchange rate applicable to such exchange will be increased by a number of shares set forth in the table contained in the 2025 Exchangeable Notes Indenture, based on a function of the time since origination and our stock price on the date of the occurrence of such Make-Whole Fundamental Change.

As of March 31, 2025, none of the conditions allowing holders of the 2025 Exchangeable Notes to exchange have been met.

The 2025 Exchangeable Notes were exchangeable at their holder’s election into shares of our common stock based on an initial exchange rate of 126.9499 shares of common stock per $1,000 principal amount of the 2025 Exchangeable Notes, which was equivalent to an initial exchange price of approximately $ 7.88 per share.

The exchange rate was subject to anti-dilution and other adjustments.

Upon conversion, Sabre GLBL would have paid or delivered, as the case may be, cash, shares of our common stock or a combination of cash and shares of common stock, at our election.

If a “Make-Whole Fundamental Change” (as defined in the 2025 Exchangeable Notes Indenture) occurred with respect to any 2025 Exchangeable Note and the exchange date for the exchange of such 2025 Exchangeable Note occurred during the related “Make-Whole Fundamental Change Exchange Period” (as defined in the 2025 Exchangeable Notes Indenture), then, subject to the provisions set forth in the 2025 Exchangeable Notes Indenture, the exchange rate applicable to such exchange would have been increased by a number of shares set forth in the table contained in the 2025 Exchangeable Notes Indenture, based on a function of the time since origination and our stock price on the date of the occurrence of such Make-Whole Fundamental Change.

The net proceeds received from the sale of the 2025 Exchangeable Notes of $ 336 million, net of underwriting fees and commissions, are being used for general corporate purposes.

On March 19, 2024, Sabre GLBL exchanged $ 150 million aggregate principal amount of its outstanding 2025 Exchangeable Notes for $ 150 million aggregate principal amount of Sabre GLBL's newly-issued 7.32 % senior exchangeable notes due 2026 (the "2026 Exchangeable Notes" and together with the 2025 Exchangeable Notes, the "Exchangeable Notes") and approximately $ 30 million of cash.

We incurred additional fees of approximately $ 5 million in associated fees and expenses plus $ 3 million of accrued and unpaid interest, all of which were funded with cash on hand.

We determined that the exchange transaction, including the impact of the exchange fees, represents a debt extinguishment and therefore recognized a loss on extinguishment of debt of $ 31 million.

We determined that the March 2024 Exchangeable Notes Exchange Transaction , including the impact of the exchange fees, represents a debt extinguishment and therefore recognized a loss on extinguishment of debt of $ 31 million during the three months ended March 31, 2024.

We did not receive any cash proceeds from the exchange and did not incur additional indebtedness in excess of the aggregate principal amount of existing notes that were exchanged.

The 2026 Exchangeable Notes are senior, unsecured obligations of Sabre GLBL, accrue interest payable semi-annually in arrears on February 1 and August 1 of each year, beginning on August 1 2024, and mature on August 1, 2026, unless earlier repurchased or exchanged in accordance with specified circumstances and terms of the indenture governing the 2026 Exchangeable Notes (the "2026 Exchangeable Notes Indenture" and together with the 2025 Exchangeable Notes Indenture, the "Exchangeable Indentures" ).

As of September 30, 2024 , we have $ 150 million aggregate principal amount of 2026 Exchangeable Notes outstanding.

As of March 31, 2025 , we have $ 150 million aggregate principal amount of 2026 Exchangeable Notes outstanding.

Under the terms of the 2026 Exchangeable Notes Indenture , the 2026 Exchangeable Notes are exchangeable into our common stock under substantively the same circumstances as those set forth in the 2025 Exchangeable Notes other than :

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• on or after February 1, 2026, until the close of business on the second scheduled trading day immediately preceding the maturity date, August 1, 2026.

As of September 30, 2024, none of the conditions allowing holders of the 2026 Exchangeable Notes to exchange have been met.

The 2026 Exchangeable Notes are convertible at their holder’s election into shares of our common stock based on an initial exchange rate of 222.2222 shares of common stock per $1,000 principal amount of the 2026 Exchangeable Notes , which is equivalent to an initial exchange price of approximately $ 4.50 per share.

As of March 31, 2025, none of the conditions allowing holders of the 2026 Exchangeable Notes to exchange have been met.

The 2026 Exchangeable Notes are exchangeable at their holder’s election into shares of our common stock based on an initial exchange rate of 222.2222 shares of common stock per $1,000 principal amount of the 2026 Exchangeable Notes , which is equivalent to an initial exchange price of approximately $ 4.50 per share.

The exchange rate is subject to anti-dilution and other adjustments.

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Debt issuance costs are amortized over the contractual life of the Exchangeable Notes through interest expense, within our results of operations.

The effective interest rates at September 30, 2024 were 4.78 % and 8.82 % for the 2025 Exchangeable Notes and the 2026 Exchangeable Notes, respectively.

The effective interest rate at September 30, 2023 was 4.78 % for the 2025 Exchangeable Notes.

The following table sets forth the carrying value of the Exchangeable Notes as of September 30, 2024 and December 31, 2023 (in thousands):

September 30, 2024 December 31, 2023

The effective interest rates at March 31, 2025 were 4.78 % and 8.82 % for the 2025 Exchangeable Notes and the 2026 Exchangeable Notes, respectively.

The effective interest rates at March 31, 2024 were 4.78 % and 8.82 % for the 2025 Exchangeable Notes and the 2026 Exchangeable Notes, respectively.

The following table sets forth the carrying value of the Exchangeable Notes as of March 31, 2025 and December 31, 2024 (in thousands):

March 31, 2025 December 31, 2024

2025 Exchangeable Notes 2026 Exchangeable Notes 2025 Exchangeable Notes 2026 Exchangeable Notes

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Net carrying value $ 183,161 $ 147,182 $ 182,806 $ 146,689

The following table sets forth interest expense recognized related to the Exchangeable Notes for the three and nine months ended September 30, 2024 and 2023 (in thousands):

Three Months Ended September 30, Nine Months Ended September 30,

2024 2023 2024 2023

2025 Exchangeable Notes 2026 Exchangeable Notes 2025 Exchangeable Notes 2026 Exchangeable Notes 2025 Exchangeable Notes 2026 Exchangeable Notes 2025 Exchangeable Notes 2026 Exchangeable Notes

The following table sets forth interest expense recognized related to the Exchangeable Notes for the three months ended March 31, 2025 and 2024 (in thousands):

Three Months Ended March 31,

2025 Exchangeable Notes 2026 Exchangeable Notes 2025 Exchangeable Notes 2026 Exchangeable Notes

Contractual interest expense $ 1,832 $ 2,745 $ 3,132 $ 366

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For derivative instruments that are designated and qualify as cash flow hedges, the effective portions and ineffective portions of the gain or loss on the derivative instruments are reported as a component of other comprehensive income (loss) (“OCI”) and reclassified into earnings in the same line item associated with the forecasted transaction and in the same period or periods during which the hedged transaction affects earnings.

As of September 30, 2024, we did not have any hedge components excluded from the assessment of effectiveness.

As of March 31, 2025, we did not have any hedge components excluded from the assessment of effectiveness.

Cash flow hedges are classified in the same category in the consolidated statements of cash flows as the items being hedged and gains and losses on the derivative financial instruments are reported in cash provided by (used in) operating activities within the consolidated statements of cash flows.

Derivatives not designated as hedging instruments are carried at fair value with changes in fair value reflected in Other, net in the consolidated statements of operations.

Interest Rate Swap Contracts — Interest rate swaps outstanding during the nine months ended September 30, 2024 and 2023, are as follows:

Interest Rate Swap Contracts — Interest rate swaps outstanding during the three months ended March 31, 2025 and 2024, are as follows:

Notional Amount Interest Rate

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$ 250 million 1 month SOFR (1)

April 30, 2022 December 31, 2023

$ 150 million 1 month SOFR (1)

June 30, 2022 December 31, 2023

$ 250 million 1 month SOFR (1)

June 30, 2023 June 30, 2026

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(1) Subject to a 0.5 % floor.

(2) Fixed fee of 1.71 % effective April 30, 2022, and expiring December 30, 2022, and 3.09 % effective December 31, 2022, and expiring December 31, 2023.

(3) Fixed fee of 2.79 % effective June 30, 2022, and expiring December 30, 2022, and 3.98 % effective December 31, 2022, and expiring December 31, 2023.

In April 2022, we entered into an interest rate swap to hedge the interest payments associated with $ 200 million of the floating-rate 2022 Term Loan B-1 for the years 2022 and 2023.

In June 2022, we entered into an interest rate swap to hedge the interest payments associated with $ 150 million of the floating-rate 2022 Term Loan B-1 for the years 2022 and 2023.

In February 2023, we entered into a forward-starting interest rate swap to hedge the interest payments associated with $ 250 million of the floating-rate 2022 Term Loan B-1 for the year ended 2024.

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We designated these swaps as cash flow hedges.

For the three and nine months ended September 30, 2024, we recognized a cash flow benefit of $ 2 million and $ 6 million, respectively, related to our interest rate swaps, which is reported as cash provided by operating activities within our consolidated statements of cash flows.

As of September 30, 2024, we estimate that $ 2 million in losses will be reclassified from other comprehensive (loss) income to earnings over the next 12 months.

The estimated fair values of our derivatives designated as hedging instruments as of September 30, 2024 and December 31, 2023 are as follows (in thousands):

For the three months ended March 31, 2025, we recognized an immaterial cash flow impact related to our interest rate swaps, which is reported as cash provided by operating activities within our consolidated statements of cash flows.

As of March 31, 2025, we estimate that $ 2 million in losses will be reclassified from other comprehensive (loss) income to earnings over the next 12 months.

The estimated fair values of our derivatives designated as hedging instruments as of March 31, 2025 and December 31, 2024 are as follows (in thousands):

Derivative Assets

Fair Value as of

Derivatives Designated as Hedging Instruments Consolidated Balance Sheet Location September 30, 2024 December 31, 2023

Interest rate swaps Prepaid expenses and other current assets

$ 538 $ 2,413

Derivatives Designated as Hedging Instruments Consolidated Balance Sheet Location March 31, 2025 December 31, 2024

Interest rate swaps Other accrued liabilities $ ( 2,220 ) $ ( 1,593 )

1 unchanged sentence

Total $ ( 2,734 ) $ ( 2,266 )

The effects of derivative instruments, net of taxes, on OCI for the three and nine months ended September 30, 2024 and 2023 are as follows (in thousands):

The effects of derivative instruments, net of taxes, on OCI for the three months ended March 31, 2025 and 2024 are as follows (in thousands):

Amount of (Losses) Gains Recognized in OCI on Derivative,

Effective Portion

Derivatives in Cash Flow Hedging Relationships Three Months Ended September 30, Nine Months Ended September 30,

2024 2023 2024 2023

Derivatives in Cash Flow Hedging Relationships Three Months Ended March 31,

Interest rate swaps $ ( 598 ) $ 6,747

Total $ ( 598 ) $ 6,747

Amount of Gains Reclassified from Accumulated OCI into Income, Effective Portion

Derivatives in Cash Flow Hedging Relationships Income Statement Location Three Months Ended September 30, Nine Months Ended September 30,

2024 2023 2024 2023

Amount of Losses (Gains) Reclassified from Accumulated OCI into Income, Effective Portion

Derivatives in Cash Flow Hedging Relationships Income Statement Location Three Months Ended March 31,

Interest rate swaps Interest expense, net $ 142 $ ( 1,956 )

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The fair value of our investment in GBT was based on its share price, a Level 1 input, as the stock is publicly traded on the New York Stock Exchange under the symbol GBTG.

In the third quarter of 2024, we sold all 8 million shares of our investment for $ 55 million and recognized a net gain of $ 2 million and $ 3 million for the three and nine months ended September 30, 2024, respectively.

The following tables present our assets (liabilities) that are required to be measured at fair value on a recurring basis as of September 30, 2024 and December 31, 2023 (in thousands):

In the third quarter of 2024, we sold all 8 million shares of our investment for $ 55 million and recognized a net gain of $ 3 million for the year ended December 31, 2024.

Unrealized losses recognized during the three months ended March 31, 2024 from our investments in securities totaled $ 3 million, which is recorded to Other, net within our results of operations.

The following tables present our assets (liabilities) that are required to be measured at fair value on a recurring basis as of March 31, 2025 and December 31, 2024 (in thousands):

Fair Value at Reporting Date Using

September 30, 2024 Level 1 Level 2 Level 3

Derivatives (1)

Interest rate swap contracts $ 538 $ — $ 538 $ —

Investment in securities 467 467 — —

March 31, 2025 Level 1 Level 2 Level 3

Money market funds 341,355 341,355 — —

Time deposits 81,965 — 81,965 —

Investment in securities 401 401 — —

Total assets $ 423,721 $ 341,756 $ 81,965 $ —

4 unchanged sentences

December 31, 2024 Level 1 Level 2 Level 3

Derivatives (1)

Interest rate swap contracts $ 2,413 $ — $ 2,413 $ —

Investment in securities 51,970 51,970 — —

Money market funds $ 425,407 $ 425,407 $ — $ —

Time deposits 78,595 — 78,595 —

Investment in securities 555 555 — —

Total assets $ 504,557 $ 425,962 $ 78,595 $ —

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Derivatives for further detail.

There were no transfers between Levels 1 and 2 within the fair value hierarchy for the three and nine months ended September 30, 2024.

Unrealized gains recognized during the three and nine months ended September 30, 2024 from our investments in securities were not material.

Unrealized losses recognized from our investments in securities during the three and nine months ended September 30, 2023, totaled $ 14 million and $ 10 million, respectively, which is recorded to Other, net within our results of operations.

There were no transfers between Levels 1 and 2 within the fair value hierarchy for the three months ended March 31, 2025.

Other Financial Instruments

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The fair values of our 2025 Exchangeable Notes and 2026 Exchangeable Notes, senior secured notes due 2025, 2027 and 2029 and term loans under our Amended and Restated Credit Agreement are determined based on quoted market prices for a similar liability when traded as an asset in an active market, a Level 2 input.

The fair value of the Senior Secured Term Loan Due 2028 and FILO Facility were

determined using a valuation model that includes certain assumptions and Level 3 inputs.

The outstanding principal balances of our AR Facility and FILO Facility approximated their fair value as of September 30, 2024.

The following table presents the fair value and carrying value of our senior notes and borrowings under our senior secured credit facilities as of September 30, 2024 and December 31, 2023 (in thousands):

As of September 30, 2024

The fair value of the Senior Secured Term Loan Due 2028 and FILO Facility were determined using a valuation model that includes certain assumptions and Level 3 inputs.

The outstanding principal balances of our AR Facility and FILO Facility approximated their fair value as of March 31, 2025.

The following table presents the fair value and carrying value of our senior notes and borrowings under our senior secured credit facilities as of March 31, 2025 and December 31, 2024 (in thousands):

As of March 31, 2025

As of December 31, 2024

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2022 Term Loan B-2 400,234 401,603 407,228 400,748

2024 Term Loan B-1 689,085 688,326 712,250 689,655

2024 Term Loan B-2 73,831 74,718 76,313 74,902

Senior Secured Term Loan Due 2028 899,893 882,957 906,020 853,788

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48,753 45,293 49,400 45,253

10.75 % senior secured notes due 2029

832,334 776,243 853,220 774,332

______________________

(1) Excludes net unamortized debt issuance costs.

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We continually monitor events and changes in circumstances such as changes in market conditions, near and long-term demand and other relevant factors, that could indicate that the fair value of any one of our reporting units may more likely than not have fallen below its respective carrying amount.

We have not identified any triggering events or changes in circumstances since the performance of our annual goodwill impairment test that would require us to perform another goodwill impairment test and we did no t record any goodwill impairment charges for the three and nine months ended September 30, 2024.

We did no t record any goodwill impairment charges for the three months ended March 31, 2025.

Accumulated Other Comprehensive Loss

As of September 30, 2024 and December 31, 2023, the components of accumulated other comprehensive loss, net of related deferred income taxes, are as follows (in thousands):

September 30, 2024 December 31, 2023

As of March 31, 2025 and December 31, 2024, the components of accumulated other comprehensive loss, net of related deferred income taxes, are as follows (in thousands):

March 31, 2025 December 31, 2024

Defined benefit pension and other postretirement benefit plans $ ( 79,503 ) $ ( 76,510 )

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The amortization of actuarial losses and periodic service credits associated with our retirement-related benefit plans is primarily included in Other, net in the consolidated statements of operations.

As of September 30, 2024, we have contributed $ 12 million to our defined benefit pension plan in 2024.

As of March 31, 2025, we have contributed $ 10 million to our defined benefit pension plan in 2025.

Based on current assumptions, we expect to make additional contributions of up to $ 6 million in 2025 to our defined benefit pension plan.

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Stock and Stockholders' Equity

Preferred Stock

On August 24, 2020, we completed an offering of 3,340,000 shares of our 6.50 % Series A Mandatory Convertible Preferred Stock (the “Preferred Stock”), which generated net proceeds of approximately $ 323 million for use as general corporate purposes.

During the year ended December 31, 2021, a certain holder elected to convert 50,000 shares of preferred stock to 595,240 shares of common stock, leaving 3,290,000 shares outstanding.

On September 1, 2023, the mandatory conversion date, each outstanding share of Preferred Stock was automatically converted into shares of our common stock at a rate of 14.2857 of common stock per share of Preferred Stock.

The number of shares issued at conversion was approximately 47 million shares.

The Preferred Stock accumulated cumulative dividends at a rate per annum equal to 6.50 % of the liquidation preference of $ 100 per share (equivalent to $ 6.50 annually per share) payable in cash or, subject to certain limitations, by delivery of shares

of our common stock or any combination of cash and shares of our common stock, at our election;

provided, however, that any undeclared and unpaid dividends would have continued to accumulate.

We accrued $ 4 million and $ 14 million of preferred stock dividends in our consolidated results of operations for the three and nine months ended September 30, 2023, respectively.

During the three and nine months ended September 30, 2023, we paid cash dividends on our preferred stock of $ 5 million and $ 16 million, respectively.

Share Repurchase Program

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Repurchases under the Share Repurchase Program may take place in the open market or privately negotiated transactions.

During the nine months ended September 30, 2024, we did not repurchase any shares pursuant to the Share Repurchase Program.

On March 16, 2020, we announced the suspension of share repurchases under the Share Repurchase Program in conjunction with certain cash management measures we undertook as a result of the market conditions caused by COVID-19.

As of September 30, 2024, the Share Repurchase Program remains suspended and approximately $ 287 million remains authorized for repurchases.

During the three months ended March 31, 2025, we did not repurchase any shares pursuant to the Share Repurchase Program.

As of March 31, 2025, the Share Repurchase Program remains suspended and approximately $ 287 million remains authorized for repurchases.

Exchangeable Notes

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On March 19, 2024, Sabre GLBL exchanged $ 150 million aggregate principal amount of our outstanding 2025 Exchangeable Notes for $ 150 million aggregate principal amount of the 2026 Exchangeable Notes and approximately $ 30 million of cash.

Under the terms of the Exchangeable Indentures, the Exchangeable Notes are exchangeable into our common stock under specified circumstances, at our election.

As of September 30, 2024, we have $ 183 million and $ 150 million aggregate principal amount of 2025 Exchangeable Notes and 2026 Exchangeable Notes outstanding, respectively.

Under the terms of the Exchangeable Notes Indentures, the Exchangeable Notes are exchangeable into our common stock under specified circumstances, at our election.

As of March 31, 2025, we had $ 183 million and $ 150 million aggregate principal amount of 2025 Exchangeable Notes and 2026 Exchangeable Notes outstanding, respectively.

Debt for further details.

Until the 2026 Exchangeable Notes mature, we expect to settle the principal amount of the outstanding 2026 Exchangeable Notes in shares of our common stock.

Beginning on or after October 15, 2024, until the close of business on the second scheduled trading day immediately preceding the maturity date of the 2025 Exchangeable Notes , April 15, 2025, w e plan to use the "default settlement method" to settle the 2025 Exchangeable Notes, which is to settle up to the principal amount of any exchange of 2025 Exchangeable Notes with cash, and any excess value with shares of our common stock.

Any settlement requests received during this 6-month period between October 15, 2024 and the maturity date of April 15, 2025 would be settled upon maturity of the 2025 Exchangeable Notes on April 15, 2025.

The 2025 Exchangeable Notes matured on April 15, 2025, and were settled with cash .

Earnings Per Share

The following table reconciles the numerators and denominators used in the computations of basic and diluted earnings per share from continuing operations (in thousands, except per share data):

Three Months Ended September 30, Nine Months Ended September 30,

2024 2023 2024 2023

Loss from continuing operations $ ( 63,133 ) $ ( 207,789 ) $ ( 203,723 ) $ ( 431,154 )

Net income (loss) attributable to noncontrolling interests ( 315 ) 379 338 ( 522 )

Preferred stock dividends — 3,564 — 14,257

Net loss from continuing operations available to common stockholders, diluted $ ( 62,818 ) $ ( 211,732 ) $ ( 204,061 ) $ ( 444,889 )

Three Months Ended March 31,

Income (loss) from continuing operations $ 35,548 $ ( 71,105 )

Net income attributable to noncontrolling interests 213 378

Net income (loss) from continuing operations available to common stockholders, basic 35,335 ( 71,483 )

Interest expense and amortization of debt discount and issuance costs for exchangeable notes, net of tax 4,203 —

Net income (loss) from continuing operations available to common stockholders, diluted $ 39,538 $ ( 71,483 )

Basic weighted-average common shares outstanding 386,271 379,774

Dilutive effect of stock options and restricted stock awards

Dilutive effect of exchangeable notes

Diluted weighted-average common shares outstanding 455,260 379,774

Loss per share from continuing operations:

Income (loss) per share from continuing operations:

Basic $ 0.09 $ ( 0.19 )

Diluted $ 0.09 $ ( 0.19 )

Basic earnings per share is computed by dividing net loss from continuing operations available to common stockholders by the weighted-average number of common shares outstanding during each period.

Diluted earnings per share is computed by dividing net loss from continuing operations available to common stockholders by the weighted-average number of common shares outstanding plus the effect of all dilutive common stock equivalents during each period.

The diluted weighted-average common shares outstanding calculation excludes 3 million and 2 million of dilutive stock options and restricted stock awards for the three and nine months ended September 30, 2024, and 6 million and 3 million of dilutive stock options and restricted stock awards for the three and nine months ended September 30, 2023, as their effect would be anti-dilutive given the net loss incurred in the period.

The calculation of diluted weighted-average shares excludes the impact of 1 million and 3 million of anti-dilutive common stock equivalents for the three and nine months ended September 30, 2024, respectively, and 4 million and 5 million of anti-dilutive common stock equivalents for the three and nine months ended September 30, 2023, respectively.

Basic earnings per share is computed by dividing net income from continuing operations available to common stockholders by the weighted-average number of common shares outstanding during each period.

Diluted earnings per share is computed by dividing net income from continuing operations available to common stockholders by the weighted-average number of common shares outstanding plus the effect of all dilutive common stock equivalents during each period.

The diluted weighted-average common shares outstanding calculation excludes 5 million of dilutive stock options and restricted stock awards for the three months ended March 31, 2024, as their effect would be anti-dilutive given the net loss incurred in the period.

The calculation of diluted weighted-average shares excludes the impact of 3 million of anti-dilutive common stock equivalents for the three months ended March 31, 2024.

The impact of anti-dilutive common stock equivalents for the three months ended March 31, 2025 is not material.

We have used the if-converted method for calculating any potential dilutive effect of the Exchangeable Notes on our diluted net income per share.

Under the if-converted method, the 2025 Exchangeable Notes are assumed to be converted at the beginning of the period, the 2026 Exchangeable Notes are assumed to be converted at the issuance date of March 19, 2024, and the resulting common shares are included in the denominator of the diluted earnings per share calculation for the entire period being presented and interest expense, net of tax, recorded in connection with the Exchangeable Notes is added back to the numerator, only in the periods in which such effect is dilutive.

The approximate ly 57 million and 42 million re sulting common shares related to the Exchangeable Notes for the three and nine months ended September 30, 2024 and 2023, respectively, are not included in the dilutive weighted-average common shares outstanding calculation as their effect would be anti-dilutive given the net loss incurred in the period.

On September 1, 2023, each outstanding share of Preferred Stock was automatically converted into approximately 47 million shares of our common stock.

Stock and Stockholders' Equity for further details.

Under the if-converted method, the 2025 Exchangeable Notes are assumed to be converted at the beginning of each period and the 2026 Exchangeable Notes are assumed to be converted at the beginning of the 2025 period and at the issuance date of March 19, 2024 for the 2024 period.

T he resulting common shares are included in the denominator of the diluted earnings per share calculation for the entire period being presented and interest expense, net of tax, recorded in connection with the Exchangeable Notes is added back to the numerator, only in the periods in which such effect is dilutive.

The approximate ly 57 million re sulting common shares related to the Exchangeable Notes for the three months ended March 31, 2024, are not included in the dilutive weighted-average common shares outstanding calculation as their effect would be anti-dilutive given the net loss incurred in the period.

Contingencies

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While certain legal proceedings and related indemnification obligations to which we are a party specify the amounts claimed, these amounts may not represent reasonably possible losses.

Given the inherent uncertainties of litigation, the ultimate outcome of these matters cannot be predicted at this time, nor can the amount of possible loss or range of loss, if any, be reasonably estimated, except in circumstances where an aggregate litigation accrual has been recorded for probable and reasonably estimable loss contingencies.

reasonably estimable loss contingencies.

A determination of the amount of accrual required, if any, for these contingencies is made after careful analysis of each matter.

The amount of the accrual may change in the future due to new information or developments in each matter or changes in approach such as a change in settlement strategy in dealing with these matters.

Antitrust Litigation and Investigations

US Airways Antitrust Litigation

In April 2011, US Airways filed suit against us in federal court in the Southern District of New York, alleging violations of the Sherman Act Section 1 (anticompetitive agreements) and Section 2 (monopolization).

The complaint was filed fewer than two months after we entered into a new distribution agreement with US Airways.

In September 2011, the court dismissed all claims relating to Section 2.

In January 2015, the court issued an order granting Sabre's summary judgment motions in part, eliminating a majority of US Airways' alleged damages and rejecting its request for injunctive relief to bar Sabre from enforcing certain provisions in our contracts.

In September 2015, the court also dismissed US Airways' claim for declaratory relief.

The trial on the remaining claims commenced in October 2016.

In December 2016, the jury issued a verdict in favor of US Airways with respect to its claim under Section 1 of the Sherman Act regarding Sabre's contract with US Airways and awarded it $ 5 million in single damages.

We subsequently filed an appeal with the United States Court of Appeals for the Second Circuit seeking a reversal of the judgment.

In September 2019, the Second Circuit issued its Order and Opinion in which it vacated the judgment with respect to US Airways’ claim under Section 1, reversed the trial court’s dismissal of US Airways’ claims relating to Section 2, and remanded the case to district court for a new trial.

The retrial began in April 2022.

In May 2022, the jury rejected US Airways’ claim under Section 1 of the Sherman Act, finding that Sabre’s contractual terms were not anticompetitive, and found in favor of US Airways with respect to its monopolization claim for the period from 2007 to 2012 under Section 2 of the Sherman Act.

The jury, however, only awarded US Airways $ 1.00 in single damages.

Based on the jury’s verdict, in June 2022 the court entered final judgment in favor of US Airways in the amount of $ 3.00 , which is three times the jury’s award of $ 1.00 as required by the Sherman Act.

We have paid US Airways $ 3.05 to satisfy this portion of the judgment.

Neither party has filed an appeal, and the period to file a timely appeal has passed.

In addition, the court’s entry of judgment regarding the monopolization claim under Section 2 of the Sherman Act entitles US Airways to receive reasonable attorneys’ fees and costs under the Sherman Act.

The court referred the issue of the attorneys' fees and costs to a magistrate judge.

The magistrate issued a recommendation, which the court has adopted in full, that US Airways is entitled to a reasonable attorneys' fees award, but that the award is subject to a reduction to reflect their nominal recovery.

In June 2023, US Airways filed a motion seeking approximately $ 139 million in attorneys' fees and costs.

On February 6, 2024, the court issued an order denying US Airways' motion for attorneys' fees and costs without prejudice to renewal.

The court further ordered that US Airways may refile its motion when and if settlement negotiations broke down and after US Airways filed a letter advising the court of its intent to renew the motion.

On October 7, 2024, US Airways renewed its motion with the court seeking approximately $ 139 million in attorneys' fees and costs.

We strongly dispute the amount of US Airways’ claim.

During the quarter ended September 30, 2022, we accrued an estimated loss of $ 15 million in selling, general and administrative expenses for these attorneys' fees and costs, which did not have a significant effect on our results of operations for 2022;

this amount is within our estimated range of outcomes based on our review of US Airways’ motion.

The ultimate amount that we may be required to pay to US Airways may be greater or less than the amount recorded and, if greater, could adversely affect our results of operations.

We have incurred and will incur significant fees, costs and expenses as long as the lawsuit continues.

Indian Income Tax Litigation

We were a defendant in income tax litigation brought by the Indian Director of Income Tax (“DIT”) in the Supreme Court of India.

We are a defendant in income tax litigation brought by the Indian Director of Income Tax (“DIT”) in the Supreme Court of India.

The dispute arose in 1999 when the DIT asserted that we have a permanent establishment within the meaning of the Income Tax Treaty between the United States and the Republic of India and accordingly issued tax assessments for assessment years ending March 1998 and March 1999.

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We appealed the tax assessments for assessment years ending March 1998 through March 2006 and those years are now closed, in our favor.

In addition, we have appealed assessment years ended March 2021 and March 2022 with the ITAT;

In addition, we have appealed assessment years ended March 2021 through March 2023 with the Income Tax Appellate Tribunal ("ITAT");

no trial date has been set for these items.

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the High Court dismissed the case for assessment years ending March 2001 through March 2004.

The DIT also assessed taxes on a similar basis plus some additional issues for assessment years ending March 2006 through March 2016 and March 2018 through March 2021.

Appeals for assessment years ending March 2006 through March 2016 and March 2018 through March 2021 are pending before the ITAT or the High Court, depending on the year.

If the DIT were to fully prevail on every claim against us, including SAPPL and other group companies, we could be subject to taxes, interest and penalties of approximately $ 26 million as of September 30, 2024.

The DIT also assessed taxes on a similar basis plus some additional issues for assessment years ending March 2005 through March 2021.

Appeals for assessment years ending March 2005 through March 2021 are pending before the ITAT or the High Court, depending on the year.

If the DIT were to fully prevail on every claim against us, including SAPPL and other group companies, we could be subject to taxes, interest and penalties of approximately $ 23 million as of March 31, 2025.

We intend to continue to aggressively defend against each of the foregoing claims.

Although we do not believe that the outcome of the proceedings will result in a material impact on our business or financial condition, litigation is by its nature uncertain.

We do not believe this outcome is more likely than not and therefore have not made any provisions or recorded any liability for the potential resolution of any of these claims.

We do not believe a negative outcome is more likely than not and therefore have not made any provisions or recorded any liability for the potential resolution of any of these claims.

Indian Service Tax Litigation

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We intend to vigorously defend our positions against any claims that are not insignificant, including through litigation when necessary.

As of September 30, 2024, we have accrued $ 14 million associated with these other tax matters in selling, general and administrative expense.

As of March 31, 2025, we have accrued $ 15 million associated with these other tax matters in our consolidated balance sheets.

We will continue to monitor and update this estimate as additional information becomes available.

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the manner in which our operations are managed;

the criteria used by our President and CEO, who is our Chief Operating Decision Maker (“CODM”), to evaluate segment performance;

the criteria used by our Chief Executive Officer and President, who is our Chief Operating Decision Maker (“CODM”), to evaluate segment performance;

the availability of separate financial information;

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We operate our business and present our results through two business segments, (i) Travel Solutions, our global travel solutions for travel suppliers and travel buyers, including a broad portfolio of software technology products and solutions for airlines, and (ii) Hospitality Solutions, an extensive suite of software solutions for hoteliers.

Our CODM utilizes Segment Adjusted Operating Income as the measure of profitability to evaluate performance of our segments and allocate resources.

Our CODM utilizes Segment Adjusted EBITDA, as the measure of profitability to evaluate performance of our segments and allocate resources.

Segment Adjusted EBITDA is used by our COD M to monitor the financial performance of each segment by comparing variances to plan and recent forecasts on a regular basis.

Our CODM uses the annual budget and multi-year outlook process to allocate resources between segments based on return on investment and monitors Segment Adjusted EBITDA performance against actual performance to make necessary adjustments to this allocation.

Our use of Segment Adjusted EBITDA has limitations as an analytical tool, and should not be considered in isolation or as a substitute for analysis of our results as reported under GAAP.

In addition to Segment Adjusted EBITDA, certain significant expenses are provided to our CODM.

These significant expenses include Cost of revenue, excluding technology costs, Technology costs, and Selling, general and administrative expenses.

We define Adjusted EBITDA as loss from continuing operations adjusted for depreciation and amortization of property and equipment, amortization of capitalized implementation costs, acquisition-related amortization, restructuring and other costs, interest expense, net, other, net, loss on extinguishment of debt, acquisition-related costs, indirect tax matters, stock-based compensation and the (benefit) provision for income taxes.

Our CODM does not review total assets by segment as operating evaluations and resource allocation decisions are not made on the basis of total assets by segment.

Certain costs associated with our technology organization are allocated to the segments based on the segments' usage of resources.

Benefit expenses, facility and lease costs and associated depreciation expense are allo cated to the segments based on headcount.

Our allocation methodology is periodically evaluated.

Unallocated corporate costs include certain shared expenses such as accounting, finance, human resources, legal, corporate systems, amortization of acquired intangible assets, impairment and related charges, stock-based compensation, restructuring charges, legal reserves and other items not identifiable with one of our segments.

Such amounts are detailed in the reconciliation below.

Benefit expenses, facility and lease costs and associated depreciation expense are allocated to the segments based on headcount.

Unallocated corporate costs include certain shared expenses such as accounting, finance, human resources, legal, corporate systems, amortization of acquired intangible assets, impairment and related charges, stock-based compensation, restructuring charges (in applicable periods), legal reserves and other items not identifiable with one of our segments.

We account for significant intersegment transactions as if the transactions were with third parties, that is, at estimated current market prices.

The majority of the intersegment revenues and cost of revenues are fees charged by Travel Solutions to Hospitality Solutions for hotel stays booked through our GDS, which are eliminated in consolidation.

Segment information for the three and nine months ended September 30, 2024 and 2023 is as follows (in thousands):

Three Months Ended September 30, Nine Months Ended September 30,

2024 2023 2024 2023

Travel Solutions

The majority of the intersegment revenues and cost of revenues are fees charged by Travel Solutions to Hospitality Solutions for hotel stays booked through our global distribution system ("GDS").

Segment information for the three months ended March 31, 2025 and 2024 is as follows (in thousands):

Three Months Ended March 31, 2025

Travel Solutions Hospitality

Solutions Eliminations Total

Revenue from external customers $ 691,408 $ 85,209 $ — $ 776,617

Intersegment revenue 10,718 — ( 10,718 ) —

Total Travel Solutions revenue 691,300 671,929 2,099,983 2,020,131

Hospitality Solutions 83,997 78,581 246,054 229,064

Total segment revenue 775,297 750,510 2,346,037 2,249,195

Eliminations ( 10,583 ) ( 10,049 ) ( 31,196 ) ( 28,510 )

Total revenue 702,126 85,209 ( 10,718 ) 776,617

Segment adjusted operating income (a)

Travel Solutions $ 161,466 $ 142,089 $ 494,892 $ 348,560

Hospitality Solutions 5,901 107 13,718 ( 10,424 )

Total segment adjusted operating income $ 167,367 $ 142,196 $ 508,610 $ 338,136

Depreciation and amortization

Travel Solutions $ 18,280 $ 20,050 $ 53,479 $ 64,929

Hospitality Solutions 4,735 6,256 15,359 18,285

Total segments 23,015 26,306 68,838 83,214

Corporate 9,716 10,357 29,377 30,657

Total $ 32,731 $ 36,663 $ 98,215 $ 113,871

Capital Expenditures

Travel Solutions $ 18,354 $ 14,155 $ 49,366 $ 45,906

Hospitality Solutions 967 1,489 3,211 5,642

Total segments 19,321 15,644 52,577 51,548

Corporate 937 4,776 15,475 17,062

Total $ 20,258 $ 20,420 $ 68,052 $ 68,610

Segment cost of revenue, excluding technology costs (2)

$ 301,572 $ 37,539 $ ( 10,718 ) $ 328,393

(a) The following table sets forth the reconciliation of Total Segment Adjusted Operating Income to Loss from continuing operations before income taxes in our consolidated statements of operations (in thousands):

Three Months Ended September 30, Nine Months Ended September 30,

Segment technology costs (3)

154,590 24,691 — 179,281

Total segment adjusted operating income $ 167,367 $ 142,196 $ 508,610 $ 338,136

Unallocated amounts and adjustments:

Corporate expenses ( 59,968 ) ( 58,515 ) ( 176,453 ) ( 180,685 )

Acquisition-related amortization (1)

Segment selling, general and administrative (4)

62,200 11,523 — 73,723

Restructuring and other costs (2)

Other segment adjustments (5)

( 665 ) — — ( 665 )

Acquisition-related costs (3)

Segment adjusted EBITDA $ 184,429 $ 11,456 $ — $ 195,885

Three Months Ended March 31, 2024

Travel Solutions Hospitality

Solutions Eliminations Total

Revenue from external customers $ 704,067 $ 78,819 $ — $ 782,886

Intersegment revenue 9,566 — ( 9,566 ) —

Total revenue 713,633 78,819 ( 9,566 ) 782,886

Segment cost of revenue, excluding technology costs (2)

$ 288,850 $ 36,559 $ ( 9,566 ) $ 315,843

Litigation costs, net (4)

Segment technology costs (3)

176,920 23,227 — 200,147

Indirect tax matters (5)

Segment selling, general and administrative (4)

60,514 10,762 — 71,276

Stock-based compensation ( 14,641 ) ( 13,094 ) ( 40,776 ) ( 38,837 )

Other segment adjustments (5)

( 960 ) — — ( 960 )

Segment adjusted EBITDA $ 188,309 $ 8,271 $ — $ 196,580

The following table sets forth the reconciliation of Total segment adjusted EBITDA to Loss from continuing operations before income taxes in our consolidated statements of operations (in thousands):

Three Months Ended March 31,

Total segment adjusted EBITDA $ 195,885 $ 196,580

Unallocated amounts and adjustments:

Corporate expenses (6)

( 62,036 ) ( 63,376 )

Depreciation and amortization ( 29,786 ) ( 34,159 )

Interest expense, net ( 129,353 ) ( 124,747 )

Loss on extinguishment of debt, net — ( 121,120 ) ( 37,994 ) ( 108,577 )

Loss on extinguishment of debt — ( 37,994 )

Other, net (7)

2 unchanged sentences

______________________

(1) Acquisition-related amortization represents amortization of intangible assets from the take-private transaction in 2007 as well as intangibles associated with acquisitions since that date.

(2) Restructuring and other costs in 2024 primarily represents charges and adjustments to charges associated with our cost reduction plan we began implementing in the second quarter of 2023.

Restructuring Activities to our consolidated financial statements.

(3) Acquisition-related costs represent fees and expenses incurred associated with acquisition and disposition-related activities.

(4) Litigation costs, net represent charges associated with antitrust litigation.

Non-income tax litigation matters have been reclassified to the Indirect tax matters line for all periods presented.

(5) Indirect tax matters represents charges associated with certain digital tax matters related to historical periods and certain foreign non-income tax litigation matters.

Contingencies, to our consolidated financial statements.

(6) Other, net includes non-operating gains recognized in 2023 and the impacts of realized and unrealized gains and losses from our investments in securities in all periods presented.

(1) The significant expense categories and amounts align with the segment-level information that is regularly provided to the CODM.

Intersegment expenses are included within the Hospitality Solutions column.

(2) Segment cost of revenue, excluding technology costs, incurred by Travel Solutions and Hospitality Solutions consists primarily of costs associated with the delivery and distribution of our products and services and includes employee-related costs for our delivery, customer operations and call center teams as well as allocated overhead such as facilities and other support costs.

Cost of revenue, excluding technology costs, for Travel Solutions also includes incentive consideration expense representing payments or other consideration to travel agencies for reservations made on our GDS which accrue on a monthly basis and Cost of revenue, excluding technology costs, also includes amortization of upfront incentive consideration representing upfront payments or other consideration provided to travel agencies for reservations made on our GDS which are capitalized and amortized over the expected life of the contract.

(3) Segment technology costs incurred by Travel Solutions and Hospitality Solutions consist of expenses related to third-party providers and employee-related costs to operate, maintain and enhance our technology operations including hosting, third-party software, and other associated costs.

(4) Segment selling, general and administrative expenses consist of professional service fees, provision for expected credit losses and personnel-related expenses for employees engaged in sales, sales support, account management and administrative support.

(5) Other segment adjustments include income from equity method investments recognized by Travel Solutions.

(6) Corporate expenses include certain shared expenses such as accounting, finance, human resources, legal, corporate systems, impairment and related charges, stock-based compensation, restructuring charges (in applicable periods), legal reserves and other items not identifiable with one of our segments.

(7) Other, net includes a gain on the sale of assets of $ 5 million recognized in the current year period and a fair value loss from our investments in securities of $ 3 million recognized in the prior year period.

In addition, all periods presented include foreign exchange gains and losses related to the remeasurement of foreign currency denominated balances included in our consolidated balance sheets into the relevant functional currency.

Subsequent Events

Agreement to sell Hospitality Solutions Business

On April 27, 2025, we entered into a definitive purchase agreement with TPG (the “Buyer”) pursuant to which the Buyer has agreed to purchase our Hospitality Solutions business (the “Hospitality Solutions Sale”).

The purchase price for the transaction is approximately $ 1.1 billion in cash, and we are currently evaluating the impact of the sale to our financial statements.

The Hospitality Solutions Sale is expected to close by the end of the third quarter of 2025, subject to customary closing conditions and regulatory approvals.

Following closing of the Hospitality Solutions Sale, we expect to use the net proceeds of approximately $ 960 million (net of estimated taxes, fees and customary closing working capital adjustments) primarily to repay our outstanding indebtedness.

Following the closing of the Hospitality Solutions Sale, we expect to manage and report our business in one reportable segment.

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.

What changed 10-Q

Item 1. Financial Statements