What changed in this filing

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Item 1. Financial Statements

2025-08-07 compared with 2025-05-07 · 258 added, 244 removed, 520 unchanged (49% of the section changed)

3 unchanged sentences

(In thousands, except per share amounts)

Three Months Ended March 31,

Three Months Ended June 30, Six Months Ended June 30,

2025 2024 2025 2024

Revenue $ 687,149 $ 695,050 $ 1,389,275 $ 1,408,683

10 unchanged sentences

Loss from continuing operations before income taxes ( 109,756 ) ( 63,811 ) ( 124,781 ) ( 127,493 )

(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 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 )

Provision for income taxes 91,262 5,920 79,614 9,328

Loss from continuing operations ( 201,018 ) ( 69,731 ) ( 204,395 ) ( 136,821 )

(Loss) income from discontinued operations, net of tax ( 55,514 ) 246 ( 16,588 ) ( 3,769 )

Net loss ( 256,532 ) ( 69,485 ) ( 220,983 ) ( 140,590 )

Net (loss) income attributable to noncontrolling interests ( 168 ) 275 45 653

Loss attributable to common stockholders $ ( 256,364 ) $ ( 69,760 ) $ ( 221,028 ) $ ( 141,243 )

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

Loss from continuing operations $ ( 0.51 ) $ ( 0.18 ) $ ( 0.53 ) $ ( 0.36 )

Loss from discontinued operations ( 0.14 ) — ( 0.04 ) ( 0.01 )

Net loss per common share $ ( 0.65 ) $ ( 0.18 ) $ ( 0.57 ) $ ( 0.37 )

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

Loss from continuing operations $ ( 0.51 ) $ ( 0.18 ) $ ( 0.53 ) $ ( 0.36 )

Loss from discontinued operations ( 0.14 ) — ( 0.04 ) ( 0.01 )

Net loss per common share $ ( 0.65 ) $ ( 0.18 ) $ ( 0.57 ) $ ( 0.37 )

Weighted-average common shares outstanding:

5 unchanged sentences

(In thousands)

Three Months Ended March 31,

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

Three Months Ended June 30, Six Months Ended June 30,

2025 2024 2025 2024

Net loss $ ( 256,532 ) $ ( 69,485 ) $ ( 220,983 ) $ ( 140,590 )

Other comprehensive income, net of tax:

9 unchanged sentences

Share of other comprehensive loss of equity method investments 240 ( 284 ) 29 ( 405 )

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 )

Other comprehensive income 5,515 833 3,944 5,037

Comprehensive loss ( 251,017 ) ( 68,652 ) ( 217,039 ) ( 135,553 )

Comprehensive loss (income) attributable to noncontrolling interests 168 ( 275 ) ( 45 ) ( 653 )

Comprehensive loss attributable to Sabre Corporation $ ( 250,849 ) $ ( 68,927 ) $ ( 217,084 ) $ ( 136,206 )

See Notes to Consolidated Financial Statements.

2 unchanged sentences

(In thousands)

March 31, 2025 December 31, 2024

June 30, 2025 December 31, 2024

Current assets

4 unchanged sentences

Prepaid expenses and other current assets 105,382 76,518

Current assets held for sale 70,835 54,581

Total current assets 952,558 1,163,218

9 unchanged sentences

Other assets, net 262,022 272,876

Long-term assets held for sale 245,223 235,802

Total assets $ 4,419,145 $ 4,634,929

7 unchanged sentences

Current portion of debt 42,526 230,214

Current liabilities held for sale 52,224 51,207

Total current liabilities 946,652 1,141,774

2 unchanged sentences

Long-term debt 4,997,092 4,834,776

Long-term liabilities held for sale 14,060 15,989

Commitments and contingencies (Note 13)

4 unchanged sentences

1,000,000 authorized shares;

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

426,603 and 414,754 shares issued, 394,498 and 385,932 shares outstanding at June 30, 2025 and December 31, 2024, respectively

Additional paid-in capital 3,330,719 3,304,466

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

Treasury Stock, at cost, 32,105 and 28,822 shares at June 30, 2025 and December 31, 2024, respectively

( 536,762 ) ( 526,789 )

8 unchanged sentences

(In thousands)

Three Months Ended March 31,

Six Months Ended June 30,

Operating Activities

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

Net loss $ ( 220,983 ) $ ( 140,590 )

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

Payment of previously paid-in-kind interest ( 199,938 ) —

Loss on extinguishment of debt 85,182 37,994

Depreciation and amortization 50,972 54,897

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

Deferred income taxes 32,277 ( 6,214 )

Paid-in-kind interest 28,327 60,954

Stock-based compensation expense 23,602 23,364

Amortization of upfront incentive consideration 17,735 17,073

Loss from discontinued operations 16,588 3,769

Amortization of debt discount and issuance costs 14,916 12,424

Gain on sale of assets ( 5,191 ) —

Provision for expected credit losses 2,185 5,334

Other ( 3,317 ) 1,180

Provision for expected credit losses 1,103 5,591

Dividends received from equity method investments 1,042 1,460

Loss on investment fair value adjustment — ( 1,200 )

Loss on extinguishment of debt — 37,994

Changes in operating assets and liabilities:

11 unchanged sentences

Proceeds from sale of assets 9,267 —

Other investing activities ( 200 ) ( 300 )

Cash used in investing activities ( 30,083 ) ( 45,850 )

Financing Activities

Proceeds on borrowings from lenders 1,325,000 200,090

Payments on borrowings from lenders ( 1,224,531 ) ( 193,706 )

Debt prepayment fees and issuance costs ( 71,094 ) ( 49,956 )

Proceeds from borrowings under Securitization Facility 54,100 146,300

Payments on borrowings under Securitization Facility ( 39,000 ) ( 42,200 )

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

Net payment on the settlement of equity-based awards ( 9,975 ) ( 6,404 )

Proceeds on borrowings from lenders — 200,090

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

Cash provided by financing activities 34,500 54,124

Cash Flows from Discontinued Operations

Cash used in operating activities ( 22,616 ) ( 10,103 )

Cash used in investing activities ( 1,788 ) ( 2,244 )

Cash used in discontinued operations ( 24,404 ) ( 12,347 )

Effect of exchange rate changes on cash, cash equivalents and restricted cash 3,453 ( 1,663 )

2 unchanged sentences

Cash, cash equivalents and restricted cash at end of period $ 447,143 $ 633,652

Non-cash additions to property and equipment for continuing operations $ 899 $ 1,066

See Notes to Consolidated Financial Statements.

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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 — — — — — ( 256,364 ) 5,515 400 ( 250,449 )

Settlement of stock-based awards 9,383,719 94 ( 1 ) 2,547,751 ( 7,529 ) — — — ( 7,436 )

Stock-based compensation expense — — 12,593 — — — — — 12,593

Balance at June 30, 2025 426,602,530 $ 4,266 $ 3,330,719 32,104,635 $ ( 536,762 ) $ ( 4,548,181 ) $ ( 69,803 ) $ 15,451 $ ( 1,804,310 )

Stockholders’ Deficit

11 unchanged sentences

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 )

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 )

See Notes to Consolidated Financial Statements.

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In these consolidated financial statements, references to “Sabre,” the “Company,” “we,” “our,” “ours” and “us” refer to Sabre Corporation and its consolidated subsidiaries unless otherwise stated or the context otherwise requires.

Recent Events— On April 27, 2025, we entered into a definitive purchase agreement with an affiliate of TPG (the “Buyer”) pursuant to which the Buyer agreed to purchase our Hospitality Solutions business, and on July 3, 2025, we closed the sale (the “Hospitality Solutions Sale”).

The assets and liabilities associated with the Hospitality Solutions business are presented as held for sale on our consolidated balance sheets as of June 30, 2025 and December 31, 2024, and the operating results of our Hospitality Solutions business are presented as discontinued operations on our consolidated statements of operations for all periods presented.

Discontinued Operations and Dispositions for further details.

Segments— As a result of the Hospitality Solutions Sale, we now manage and report our business in one reportable segment.

Operating segments are defined as components of an enterprise for which separate financial information is evaluated regularly by the chief operating decision maker (“CODM”), who is our Chief Executive Officer and President, in deciding how to allocate resources and assess performance.

Our CODM reviews financial information presented on a consolidated basis to monitor budget versus actual results for purposes of allocating resources and evaluating financial performance.

Our measure of segment profit and loss is net income (loss), as reported on our consolidated statements of operations.

Our significant segment expenses, which are the expenses included in operating income, and other segment items, which includes other income (expense) and benefit from (provision for) income taxes, are included in our consolidated statements of operations.

Total assets as presented on our consolidated balance sheets represent total assets considered by our CODM for any relevant operating evaluations.

Basis of Presentation— The accompanying unaudited consolidated financial statements have been prepared in accordance with generally accepted accounting principles in the United States (“GAAP”) for interim financial information.

1 unchanged sentence

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 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.

Operating results for the three and six months ended June 30, 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.

21 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 March 31, 2025 and December 31, 2024 (in thousands).

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

The following table presents our assets and liabilities with customers as of June 30, 2025 and December 31, 2024 (in thousands).

Account Consolidated Balance Sheet Location June 30, 2025 December 31, 2024

Contract assets and customer advances and discounts (1)

4 unchanged sentences

______________________

(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.

(1) Includes contract assets of $ 5 million and $ 8 million for June 30, 2025 and December 31, 2024, respectively.

During the six months ended June 30, 2025, we recognized revenue of approximately $ 13 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.

1 unchanged sentence

Credit Losses.

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

Three Months Ended March 31,

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

Three Months Ended June 30, Six Months Ended June 30,

2025 2024 2025 2024

Distribution $ 545,766 $ 550,594 $ 1,114,881 $ 1,122,852

IT Solutions 141,383 144,456 274,394 285,831

Total Travel Solutions 702,126 713,633

SynXis Software and Services 77,389 72,317

Other 7,820 6,502

Total Hospitality Solutions 85,209 78,819

Total Segment Revenue 787,335 792,452

Eliminations ( 10,718 ) ( 9,566 )

Total Sabre Revenue $ 687,149 $ 695,050 $ 1,389,275 $ 1,408,683

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 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.

For the six months ended June 30, 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 June 30, 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.

We have not disclosed the performance obligation related to contracts containing minimum transaction volume, as it represents a subset of our business, and therefore would not be meaningful in understanding the total future revenues expected to be earned from our long-term contracts.

Discontinued Operations and Dispositions

On April 27, 2025, we entered into a definitive purchase agreement with the Buyer pursuant to which the Buyer agreed to purchase our Hospitality Solutions business, and on July 3, 2025, we closed the transaction for estimated cash proceeds of $ 960 million to $ 980 million, net.

Estimated cash proceeds are net of estimated taxes and fees, cash acquired by the Buyer and customary closing adjustments.

We expect to recognize a gain on sale in the third quarter of 2025, which we are currently in the process of estimating.

The assets and liabilities associated with the Hospitality Solutions business are presented as held for sale on our consolidated balance sheets as of June 30, 2025 and December 31, 2024, and the operating results of our Hospitality Solutions business are presented as discontinued operations in our consolidated statements of operations for all periods

The presentation of discontinued operations excludes general corporate overhead and other costs that do not meet the requirements to be presented as discontinued operations.

In connection with the closing of the Hospitality Solutions Sale, we entered into transition services agreements with the Buyer, under which we will provide transition services consisting of technology, employment, administrative and other services for up to an eighteen month period to help provide for an orderly transition and facilitate the ongoing operations of the Hospitality Solutions business following the close.

Consideration received under the agreements is primarily based on actual costs incurred for each service provided.

Additionally, at the time of sale, Hospitality Solutions entered into a long-term agreement with us to continue to utilize our GDS for bookings which generates revenue for us.

The following table presents the major categories of income from discontinued operations related to the Hospitality Solutions business (in thousands):

Three Months Ended June 30, Six Months Ended June 30,

2025 2024 2025 2024

Revenue $ 87,002 $ 83,238 $ 172,211 $ 162,056

Cost of revenue, excluding technology costs 44,453 39,187 83,410 77,137

Technology costs 21,072 20,217 41,991 40,925

Selling, general and administrative 13,657 11,699 26,986 22,972

Operating income 7,820 12,135 19,824 21,022

Other expense:

Interest expense, net ( 19,776 ) ( 12,865 ) ( 39,338 ) ( 25,731 )

Other, net 2,619 ( 179 ) 3,689 ( 691 )

Total other expense, net ( 17,157 ) ( 13,044 ) ( 35,649 ) ( 26,422 )

Loss from discontinuing operations before income taxes ( 9,337 ) ( 909 ) ( 15,825 ) ( 5,400 )

Provision (benefit) for income taxes (1)

46,177 ( 1,155 ) 763 ( 1,631 )

Net (loss) income from discontinued operations $ ( 55,514 ) $ 246 $ ( 16,588 ) $ ( 3,769 )

______________________

(1) We used an intra-period tax allocation to allocate the provision for income taxes for all periods presented between continuing operations and discontinued operations.

The following table presents the major classes of assets and liabilities held for sale related to the Hospitality Solutions business (in thousands):

June 30, 2025 December 31, 2024

Accounts receivable, net $ 66,834 $ 53,377

Prepaid expenses and other current assets 4,001 1,204

Current assets held for sale 70,835 54,581

Property and equipment, net of accumulated depreciation 25,693 14,614

Goodwill and intangibles 190,556 192,156

Other assets, net 28,974 29,032

Long-term assets held for sale 245,223 235,802

Total assets held for sale $ 316,058 $ 290,383

Accounts payable $ 20,958 $ 20,687

Other accrued liabilities and accrued compensation 13,954 18,609

Deferred revenues 17,312 11,911

Current liabilities held for sale 52,224 51,207

Other noncurrent liabilities and deferred income taxes 14,060 15,989

Long-term liabilities held for sale 14,060 15,989

Total liabilities held for sale $ 66,284 $ 67,196

The following table presents selected financial information related to cash flows from discontinued operations for the six months ended June 30, 2025 and 2024 (in thousands) :

Six Months Ended June 30,

Cash used in operating activities $ ( 22,616 ) $ ( 10,103 )

Cash used in investing activities ( 1,788 ) ( 2,244 )

Cash used in discontinued operations $ ( 24,404 ) $ ( 12,347 )

Non-cash additions to property and equipment $ 9,313 $ —

Redeemable Noncontrolling Interest

On February 1, 2023, we sold common shares of a subsidiary, representing a 19 % interest in Conferma Limited's ( “ Conferma ” ) direct parent, to a third party for cash consideration of $ 16 million.

On February 1, 2023, we sold common shares representing a 19 % interest in the direct parent of Conferma Limited, our subsidiary that is a virtual payments technology company ( “ Conferma ” ) , to a third party for cash consideration of $ 16 million.

In connection with the sale, we entered into a governing agreement which requires us under limited conditions to redeem the 19 % interest, if requested, for the original purchase price of $ 16 million.

2 unchanged sentences

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

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,

As of June 30, 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 June 30, 2025 and 2024 (in thousands):

Six Months Ended June 30,

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

1 unchanged sentence

Redeemable noncontrolling interest, end of period $ 11,896 $ 13,683

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.

For the six months ended June 30, 2025, we recognized $ 80 million of income tax expense for continuing operations, compared to an income tax expense of $ 9 million for the six months ended June 30, 2024.

The effective tax rate for the six months ended June 30, 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.

6 unchanged sentences

and in certain foreign jurisdictions to realize the full benefit of its deferred tax assets.

We have determined that a portion of the deferred tax assets related to certain federal, state, and foreign net operating losses, interest limitation and other assets are not more likely than not to be realized and have recorded a valuation allowance against such assets.

We have determined that a portion of the deferred tax assets related to certain state and foreign net operating losses, interest limitation and other assets are not more likely than not to be realized and have recorded a valuation allowance against such assets.

The amount of the deferred tax asset considered realizable, however, could be adjusted if estimates of future taxable income during the carryforward period are reduced or increased.

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

Three Months Ended

March 31, 2025

Our allowance for credit losses for the six months ended June 30, 2025 for our portfolio segment is summarized as follows (in thousands):

Six Months Ended

June 30, 2025

Balance at December 31, 2024 $ 23,557

1 unchanged sentence

Write-offs ( 3,895 )

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

Balance at June 30, 2025 $ 20,799

As of June 30, 2025 and December 31, 2024, our outstanding debt included in our consolidated balance sheets totaled $ 5,040 million and $ 5,065 million, respectively, which are net of debt issuance costs of $ 51 million and $ 56 million, respectively, and unamortized discounts of $ 74 million and $ 100 million, respectively.

The following table sets forth the face values of our outstanding debt as of June 30, 2025 and December 31, 2024 (in thousands):

Rate Maturity June 30, 2025 December 31, 2024

Senior secured credit facilities:

33 unchanged sentences

10.75 % November 2029 824,714 824,714

11.125 % senior secured notes due 2030

11.125 % July 2030 1,325,000 —

Face value of total debt outstanding 5,164,878 5,220,920

8 unchanged sentences

(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.

We had outstanding letters of credit totaling $ 12 million and $ 13 million as of June 30, 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 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 8.17 % as of June 30, 2025.

Senior Secured Credit Facilities

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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.

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.

The remaining third-party fees have been paid as of June 30, 2025.

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.

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

As of June 30, 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”) 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.

After the third anniversary of the 2023 Term Loan Agreement, all prepayments can be made at par plus accrued interest.

The interest on the Senior Secured Term Loan Due 2028 is payable in cash;

provided that, at our election, from the date of the agreement, until the last interest payment date occurring on or prior to December 31, 2025, the interest may be payable-in-kind.

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 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.

We have currently elected interest to be payable-in-kind.

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 $ 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”).

The 2023 Term Loan Agreement requires that we maintain cash balances of at least $ 100 million in certain foreign subsidiaries and other covenants to ensure collateral of the applicable Foreign Guarantors meet certain minimum levels.

The 2023 Term Loan Agreement also includes various non-financial covenants, including restrictions on making certain investments, disposition activities and affiliate transactions.

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 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.

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

On June 4, 2025, we repaid all outstanding balances under these agreements in conjunction with the June 2025 refinancing (as defined below).

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

After the third anniversary of the 2023 Term Loan Agreement, all prepayments could have been made at par plus accrued interest.

The interest on the Senior Secured Term Loan Due 2028 was payable in cash;

provided that, at our election, from the date of the agreement, until the last interest payment date occurring on or prior to December 31, 2025, the interest could have been payable-in-kind.

The Senior Secured Term Loan Due 2028 bore 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.

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

We elected interest to be payable-in-kind.

Interest on the Senior Secured Term Loan Due 2028 was 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 $ 28 million during the six months ended June 30, 2025.

We did not capitalize interest during the three months ended June 30, 2025 as we repaid all outstanding borrowings under the Senior Secured Term Loan Due 2028 on June 4, 2025 in conjunction with the June 2025 Refinancing.

Senior Secured Notes

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

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.

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 six months ended June 30, 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.

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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 incurred $ 11 million in fees, along with $ 31 million in accrued and unpaid interest.

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.

On June 4, 2025, Sabre GLBL issued $ 1.325 billion aggregate principal amount of 11.125 % Senior Secured Notes due 2030 (the “July 2030 Notes”).

The net proceeds from the issuance were used (i) to fully prepay $ 900 million of its outstanding principal under the Pari Passu Loan Agreement with Sabre FB, which applied such amounts toward full prepayment of Sabre FB’s Senior Secured Term Loan due 2028;

and (ii) to repurchase $ 325 million in principal amount of its June 2027 Notes (the “June 2025 Refinancing”).

Interest on the July 2030 Notes is due semi-annually in arrears on January 15 and July 15 of each year, beginning on January 15, 2026, at a rate of 11.125 % per year, and the notes mature on July 15, 2030.

As a result of the refinancing, Sabre GLBL incurred additional indebtedness of $ 100 million.

In connection with the June 2025 Refinancing, we repaid an aggregate of $ 1.225 billion in outstanding principal, $ 44 million in creditor fees, $ 34 million in accrued and unpaid interest, and $ 27 million in third-party fees.

We concluded that the June 2025 Refinancing represented a debt extinguishment and therefore recognized a loss on extinguishment of debt during the six months ended June 30, 2025 of approximately $ 85 million.

Cash proceeds from the new issuance, payments for the debt principal prepayment (excluding previously capitalized interest amounts) as well as third-party costs and fees paid to lenders that were directly related to the debt extinguishment were reflected as financing cash flows within our consolidated statements of cash flows.

Payments associated with interest previously capitalized are reflected as operating cash flows within our consolidated statement of cash flows.

The July 2030 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

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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 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.

As of June 30, 2025 , we had $ 217 million outstanding under the Securitization Facility, consisting of $ 97 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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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 .

The drawn fee rate, which was 4.00 % as of June 30, 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 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.

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

Unamortized net debt issuance costs related to our AR Facility are $ 1 million as of June 30, 2025 and December 31, 2024, which are recorded in other assets, net in our consolidated balance sheets.

“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.

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 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.

As of June 30, 2025 , $ 359 million of Receivables are held as assets by Sabre Securitization, consisting of $ 349 million of accounts receivable and $ 10 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;

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

As of June 30, 2025 , we were in compliance with the financial covenants of the Securitization Facility.

Exchangeable Notes

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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 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 );

• upon the occurrence of specified corporate events;

• 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.

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 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 (the "March 2024 Exchangeable Notes Exchange Transaction").

On March 19, 2024, Sabre GLBL exchanged $ 150 million aggregate principal amount of its then-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 (the "March 2024 Exchangeable Notes Exchange Transaction").

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 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 Notes Indentures).

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 :

As of June 30, 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 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, 2024, 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 the 2026 Exchangeable Notes, as determined following a request by a holder in accordance with the procedures in the 2026 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 2026 Exchangeable Notes Indenture );

• upon the occurrence of specified corporate events;

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

With certain exceptions, upon a Change of Control or other Fundamental Change (both as defined in the 2026 Exchangeable Notes Indenture), the holders of the 2026 Exchangeable Notes may require us to repurchase all or part of the principal amount of the 2026 Exchangeable Notes at a repurchase price equal to 100 % of the principal amount of the 2026

Exchangeable Notes, plus any accrued and unpaid interest to, but excluding, the repurchase date.

As of June 30, 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.

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Upon exchange, 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.

“Make-Whole Fundamental Change” provisions in the 2026 Exchangeable Notes Indenture are substantially similar to those described above for the 2025 Exchangeable Notes Indenture.

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 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

If a “Make-Whole Fundamental Change” (as defined in the 2026 Exchangeable Notes Indenture) occurred with respect to any 2026 Exchangeable Note and the exchange date for the exchange of such 2026 Exchangeable Note occurred during the related “Make-Whole Fundamental Change Exchange Period” (as defined in the 2026 Exchangeable Notes Indenture), then, subject to the provisions set forth in the 2026 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 2026 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.

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

The effective interest rate at June 30, 2025 was 8.82 % for the 2026 Exchangeable Notes.

The effective interest rates at June 30, 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 June 30, 2025 and December 31, 2024 (in thousands):

June 30, 2025 December 31, 2024

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

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Net carrying value $ — $ 147,686 $ 182,806 $ 146,689

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

The following table sets forth interest expense recognized related to the Exchangeable Notes for the three and six months ended June 30, 2025 and 2024 (in thousands):

Three Months Ended June 30, Six Months Ended June 30,

2025 2024 2025 2024

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

Contractual interest expense $ 305 $ 2,745 $ 1,832 $ 2,745 $ 2,138 $ 5,490 $ 4,964 $ 3,111

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

As of June 30, 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 three months ended March 31, 2025 and 2024, are as follows:

Interest Rate Swap Contracts — Interest rate swaps outstanding during the six months ended June 30, 2025 and 2024, are as follows:

Notional Amount Interest Rate

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(1) Subject to a 0.5 % floor.

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.

In June 2023, we entered into an interest rate swap to hedge the interest payments associated with $ 250 million of the floating-rate 2022 Term Loan B-2 for the periods through June 2026.

In January 2024, we entered into an interest rate swap to hedge interest payments associated with $ 250 million of the floating rate 2022 Term Loan B-1 related to the years 2024 and 2025.

In February 2023, we entered into a forward-starting interest rate swap to hedge the first interest payments associated with $ 250 million of certain of our term loans under our Amended and Restated Credit Agreement for the year ended 2024.

In June 2023, we entered into an interest rate swap to hedge the first interest payments associated with $ 250 million of certain of our term loans under our Amended and Restated Credit Agreement for the periods through June 2026.

In January 2024, we entered into an interest rate swap to hedge the first interest payments associated with $ 250 million of certain of our term loans under our Amended and Restated Credit Agreement related to the years 2024 and 2025.

We designated these swaps as cash flow hedges.

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):

For the three and six months ended June 30, 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 June 30, 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 June 30, 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 March 31, 2025 December 31, 2024

Derivatives Designated as Hedging Instruments Consolidated Balance Sheet Location June 30, 2025 December 31, 2024

Interest rate swaps Other accrued liabilities $ ( 2,099 ) $ ( 1,593 )

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Total $ ( 2,099 ) $ ( 2,266 )

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,

The effects of derivative instruments, net of taxes, on OCI for the three and six months ended June 30, 2025 and 2024 are as follows (in thousands):

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

Effective Portion

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

Derivatives in Cash Flow Hedging Relationships Three Months Ended June 30, Six Months Ended June 30,

2025 2024 2025 2024

Interest rate swaps $ 587 $ 2,586 $ ( 11 ) $ 9,333

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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,

Derivatives in Cash Flow Hedging Relationships Income Statement Location Three Months Ended June 30, Six Months Ended June 30,

2025 2024 2025 2024

Interest rate swaps Interest expense, net $ 152 $ ( 2,088 ) $ 294 $ ( 4,045 )

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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):

Unrealized losses recognized during the three and six months ended June 30, 2024 from our investments in securities totaled $ 5 million and $ 1 million, respectively, which is recorded to Other, net within our results from continuing operations.

The following tables present our assets (liabilities) that are required to be measured at fair value on a recurring basis as of June 30, 2025 and December 31, 2024 (in thousands):

Fair Value at Reporting Date Using

March 31, 2025 Level 1 Level 2 Level 3

June 30, 2025 Level 1 Level 2 Level 3

Money market funds $ 147,652 $ 147,652 $ — $ —

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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 months ended March 31, 2025.

There were no transfers between Levels 1 and 2 within the fair value hierarchy for the three and six months ended June 30, 2025.

Other Financial Instruments

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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

The outstanding principal balances of our AR Facility and FILO Facility approximated their fair value as of June 30, 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 June 30, 2025 and December 31, 2024 (in thousands):

As of June 30, 2025

As of December 31, 2024

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848,870 778,214 853,220 774,332

11.125 % senior secured notes due 2030

1,388,083 1,325,000 — —

______________________

(1) Excludes net unamortized debt issuance costs.

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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.

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

We did no t record any goodwill impairment charges for the three and six months ended June 30, 2025.

Accumulated Other Comprehensive Loss

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

As of June 30, 2025 and December 31, 2024, the components of accumulated other comprehensive loss, net of related deferred income taxes, are as follows (in thousands):

June 30, 2025 December 31, 2024

Defined benefit pension and other postretirement benefit plans $ ( 79,103 ) $ ( 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 March 31, 2025, we have contributed $ 10 million to our defined benefit pension plan in 2025.

As of June 30, 2025, we have contributed $ 12 million to our defined benefit pension plan in 2025.

Based on current assumptions, we expect to make additional contributions of up to $ 4 million in 2025 to our defined benefit pension plan.

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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.

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.

During the six months ended June 30, 2025, we did not repurchase any shares pursuant to the Share Repurchase Program.

As of June 30, 2025, the Share Repurchase Program remains suspended and approximately $ 287 million remains authorized for repurchases.

Exchangeable Notes

On April 17, 2020, we issued $ 345 million aggregate principal amount of 2025 Exchangeable Notes.

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.

On March 19, 2024, Sabre GLBL exchanged $ 150 million aggregate principal amount of our then-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 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.

As of June 30, 2025, we had $ 150 million aggregate principal amount of 2026 Exchangeable Notes outstanding.

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

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.

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 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 )

Three Months Ended June 30, Six Months Ended June 30,

2025 2024 2025 2024

Loss from continuing operations $ ( 201,018 ) $ ( 69,731 ) $ ( 204,395 ) $ ( 136,821 )

Net (loss) income attributable to noncontrolling interests ( 168 ) 275 45 653

Net loss from continuing operations available to common stockholders, diluted $ ( 200,850 ) $ ( 70,006 ) $ ( 204,440 ) $ ( 137,474 )

Basic weighted-average common shares outstanding 390,905 383,506 388,601 381,640

Dilutive effect of stock options and restricted stock awards

Dilutive effect of exchangeable notes

Diluted weighted-average common shares outstanding 390,905 383,506 388,601 381,640

Income (loss) per share from continuing operations:

Loss per share from continuing operations:

Basic $ ( 0.51 ) $ ( 0.18 ) $ ( 0.53 ) $ ( 0.36 )

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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.

The diluted weighted-average common shares outstanding calculation excludes 3 million and 8 million of dilutive stock options and restricted stock awards for the three and six months ended June 30, 2025, respectively, and 1 million and 3 million of dilutive stock options and restricted stock awards for the three and six months ended June 30, 2024, respectively, 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 2 million of anti-dilutive common stock equivalents for the three months ended June 30, 2025, and 4 million and 3 million of anti-dilutive common stock equivalents for the three and six months ended June 30, 2024, respectively.

The impact of anti-dilutive common stock equivalents for the six months ended June 30, 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.

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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.

The approximate ly 37 million and 47 million resulting common shares related to the Exchangeable Notes for the three and six months ended June 30, 2025, respectively, and approximately 57 million resulting common shares related to the Exchangeable Notes for each of the three and six months ended June 30, 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.

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

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The DIT has continued to issue tax assessments on a similar basis for subsequent years.

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

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 through March 2023 with the Income Tax Appellate Tribunal ("ITAT");

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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.

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 $ 25 million as of June 30, 2025.

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

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

As of June 30, 2025, we have accrued $ 4 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.

We may incur expenses in future periods related to such matters, including litigation costs and possible pre-payment of a portion of any assessed tax amount to defend our position, and if our positions are ultimately rejected, it could have a material impact to our results of operations.

Segment Information

Our reportable segments are based upon our internal organizational structure;

the manner in which our operations are managed;

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;

and overall materiality considerations.

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

Segment cost of revenue, excluding technology costs (2)

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

Segment technology costs (3)

154,590 24,691 — 179,281

Segment selling, general and administrative (4)

62,200 11,523 — 73,723

Other segment adjustments (5)

( 665 ) — — ( 665 )

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

Segment technology costs (3)

176,920 23,227 — 200,147

Segment selling, general and administrative (4)

60,514 10,762 — 71,276

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 — ( 37,994 )

Other, net (7)

3,776 ( 4,477 )

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

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(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.

Debt paydown related to the sale of Hospitality Solutions business

Following the closing of the Hospitality Solutions Sale on July 3, 2025, we used the net proceeds primarily to repay a portion of our outstanding indebtedness under our 2021 Term Loan B-2 in the amount of $ 157 million, 2022 Term Loan B-1 in the amount of $ 164 million, 2022 Term Loan B-2 in the amount of $ 178 million, and 2024 Term Loan B-1 in the amount of $ 299 million, in accordance with the terms of the Amended and Restated Credit Agreement.

In addition, receivables related to the Hospitality Solutions business were removed from the Securitization Facility on July 3, 2025, and we repaid $ 23 million of the outstanding balance on our Securitization Facility .

Interest expense associated with the principal indebtedness that was repaid is classified as discontinued operations within our results of operations.

US tax reform

On July 4, 2025, tax legislation commonly referred to as the One Big Beautiful Bill Act (“OBBBA”) was enacted in the U.S.

OBBBA includes significant provisions, such as the permanent extension of certain expiring provisions of the Tax Cuts and Jobs Act, modifications to the international tax framework, and the restoration of favorable tax treatment for certain business provisions.

The legislation has multiple effective dates, with certain provisions effective in 2025 and others implemented through 2027.

We are currently assessing its impact on our consolidated financial statements.

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