What changed in this filing

/stocks — the workspaceLOADING

Item 2. Management’s Discussion and Analysis

2025-08-07 compared with 2025-05-07 · 197 added, 205 removed, 284 unchanged (59% of the section changed)

2 unchanged sentences

This Quarterly Report on Form 10-Q, including this “Management’s Discussion and Analysis of Financial Condition and Results of Operations” in Part I, Item 2, contains information that may constitute forward-looking statements.

Forward-looking statements relate to expectations, beliefs, projections, future plans and strategies, anticipated events or trends and similar expressions concerning matters that are not historical facts, such as statements regarding our future financial condition or results of operations, our prospects and strategies for future growth, the development and introduction of new products, expectations regarding cost reductions, and the implementation of our marketing and branding strategies.

Forward-looking statements relate to expectations, beliefs, projections, future plans and strategies, anticipated events or trends and similar expressions concerning matters that are not historical facts, such as statements regarding our future financial condition or results of continuing operations, our prospects and strategies for future growth, the development and introduction of new products, expectations regarding cost reductions, and the implementation of our marketing and branding strategies.

In many cases, you can identify forward-looking statements by terms such as “expects,” “outlook,” "intends," "will," "may," "believes," “pro forma,” “plans,” “predicts,” “potential,” “estimates,” “intends,” “should,” “could,” “anticipates,” “likely,” “commit,” “guidance,” “anticipate,” “incremental,” “provisional,” “preliminary,” “forecast,” “continue,” “strategy,” “confidence,” “objective,” “project,” or the negative of these terms or other comparable terminology.

6 unchanged sentences

At Sabre, we make travel happen.

We are a technology company that operates our business and presents our results through two business segments:

(i) Travel Solutions, our global business-to-business travel marketplace 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 leading software solutions for hoteliers.

We are a technology company that, after the classification of our Hospitality Solutions business as discontinued operations in the second quarter of 2025, manages and reports our business in one reportable segment that constitutes consolidated results, consisting of our global business-to-business travel marketplace for travel suppliers and travel buyers, including a broad portfolio of software technology products and solutions for airlines .

A significant portion of our revenue is generated through transaction-based fees that we charge to our customers.

For Travel Solutions, we generate revenue from our distribution activities through transaction fees for bookings on our GDS, and from our IT solutions through recurring usage-based fees for the use of our SaaS and hosted systems, as well as upfront fees and professional services fees.

For Hospitality Solutions, we generate revenue from recurring usage-based fees for the use of our SaaS and hosted systems, as well as upfront fees and professional services fees.

Items that are not allocated to our business segments are identified as corporate and primarily include stock-based compensation expense, litigation costs, corporate headcount-related costs and other items that are not identifiable with either of our segments.

We generate revenue from our distribution activities through transaction fees for bookings on our GDS, and from our IT solutions through recurring usage-based fees for the use of our SaaS and hosted systems, as well as upfront fees and professional services fees.

Recent Developments Affecting our Results of Operations

Sale of Hospitality Solutions Business

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, an extensive suite of leading software solutions for hoteliers.

On July 3, 2025, we closed the transaction (the “Hospitality Solutions Sale”), resulting in estimated cash proceeds of $960 million to $980 million, net, which was used primarily to repay our outstanding indebtedness.

See "Liquidity and Capital Resources—Capital Resources." Estimated cash proceeds are net of estimated taxes and fees, cash acquired by the Buyer and customary closing adjustments.

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.

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 addition to the purchase agreement described above, we entered into transition services agreements with the Buyer, under which we will provide transition services following closing to help provide for an orderly transition and facilitate the ongoing operations of the Hospitality Solutions business following the close in return for compensation from the Buyer with respect to costs incurred.

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.

Discontinued Operations and Dispositions for further details.

All amounts reference results from continuing operations unless otherwise indicated.

Travel Industry and Liquidity Outlook

The travel ecosystem has shifted over the past few years, resulting in the changing needs of our airline, hotel and agency customers, for which we have established strategic priorities with the goal of achieving sustainable long-term growth.

Recent industry air distribution volume growth has generally leveled off, which may continue into the future and could impact our rate of growth.

Passengers boarded for IT solutions has been negatively impacted by de-migrations from carriers who de-migrated prior to 2024;

Passengers boarded for IT solutions has been negatively impacted by de-migrations from carriers who de-migrated prior

however, we expect revenue growth for IT solutions beginning in the third quarter of 2025 following the anniversary of the impact of these de-migrations on our revenue.

We believe that we have resources to sufficiently fund our liquidity requirements over at least the next twelve months, including the aggregate payment of approximately $217 million of principal due at maturity under current debt facilities;

We believe that we have resources to sufficiently fund our liquidity requirements over at least the next twelve months;

however, given the uncertain economic environment and the leveling off of industry air distribution volume growth, we will continue to monitor our liquidity levels and take additional steps should we determine they are necessary.

1 unchanged sentence

Currently approximately 32% of our debt, net of cash and hedging impacts from interest rates swaps, is variable and impacted by changes in interest rates.

Approximately 28% of our debt is variable, excluding the Senior Secured Term Loan due in 2028, where pricing is subject to the highest yield to maturity of Sabre GLBL secured debt as defined by the Reference Rate.

See “Risk Factors—We are exposed to interest rate fluctuations.”

Agreement to sell Hospitality Solutions Business

On April 27, 2025, we entered into a definitive purchase agreement for 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.

See "Liquidity and Capital Resources— Capital Resources".

As a result of the Hospitality Solutions Sale, we expect our Hospitality Solutions segment to be presented as a discontinued operation in the second quarter of fiscal 2025.

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

In addition to the purchase agreement described above, the parties expect to enter into a transition services agreement, pursuant to which Sabre will provide certain services following closing to assist in the transition of the Hospitality Solutions business.

Factors Affecting our Results

3 unchanged sentences

Components of Revenues and Expenses

Travel Solutions generates revenues from distribution activities through direct billable bookings processed on our GDS, adjusted for estimated cancellations of those bookings.

Travel Solutions also generates revenues from IT solutions activities from its product offerings including reservation systems for full-service and low-cost carriers, commercial and operations products, professional services, agency solutions and booking data.

Additionally, Travel Solutions generates revenue through software licensing and maintenance fees.

We generate revenue from distribution activities through direct billable bookings processed on our GDS, adjusted for estimated cancellations of those bookings.

We also generate revenue from IT solutions activities from our product offerings including reservation systems for full-service and low-cost carriers, commercial and operations products, professional services, agency solutions and booking data.

Additionally, we generate revenue through software licensing and maintenance fees.

Recognition of license fees upon delivery has previously resulted and will continue to result in periodic fluctuations in revenue recognized.

Hospitality Solutions generates revenue through upfront solution fees and recurring usage-based fees for the use of our software solutions hosted on secure platforms or deployed through our SaaS and through other professional service fees including Digital Experience (“DX”).

Certain professional service fees are discrete sales opportunities that may have a high degree of variability from period to period, and we cannot guarantee that we will have such fees in the future consistent with prior periods.

Cost of revenue, excluding technology costs

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.

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.

Cost of revenue, excluding technology costs, 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, 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, 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 and costs such as stock-based compensation and restructuring charges (in applicable periods).

Depreciation and amortization included in cost of revenue, excluding technology costs, is associated with capitalized implementation costs and intangible assets associated with contracts, supplier and distributor agreements acquired through acquisitions.

The technology costs excluded from Cost of revenue, excluding technology costs, are presented separately below.

Corporate cost of revenue, excluding technology costs primarily includes costs such as stock-based compensation and restructuring charges (in applicable periods) that are not allocated to our segments.

Technology Costs

Technology costs incurred by Travel Solutions and Hospitality Solutions consist of expenses related to third-party providers and employee-related costs to operate technology operations including hosting, third-party software, and other costs associated with the maintenance and minor enhancement of our technology.

Technology costs consist of expenses related to third-party providers and employee-related costs to operate technology operations including hosting, third-party software, and other costs associated with the maintenance and minor enhancement of our technology.

Technology costs also include costs associated with our technology transformation efforts.

Technology costs are less variable in nature and therefore may not correlate with related changes in revenue.

Corporate technology costs include certain expenses such as stock-based compensation, restructuring charges (in applicable periods) and other corporate related items including labor and professional services that are not identifiable with either of our segments.

Technology costs also include certain expenses such as stock-based compensation and restructuring charges (in applicable periods).

Depreciation and amortization included in technology costs is associated with software developed for internal use that supports our products, assets supporting our technology platform, businesses and systems and intangible assets for technology purchased through acquisitions.

1 unchanged sentence

Selling, general and administrative expenses consist of professional service fees, certain settlement charges or reimbursements, costs to defend legal disputes, provision for expected credit losses, non-recoverable taxes, indirect taxes, other overhead costs, and personnel-related expenses, including stock-based compensation, for employees engaged in sales, sales support, account management and who administratively support the business in finance, legal, human resources, information technology and communications.

Depreciation and amortization included in selling, general and administrative expenses is associated with property and equipment, acquired customer relationships, trademarks and brand names purchased through acquisitions or established through the take private transaction in 2007, which includes a remaining useful life of 12 years as of March 31, 2025 for trademarks and brand names.

Intersegment Transactions

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

Hospitality Solutions pays fees to Travel Solutions for hotel stays booked through our GDS.

“Direct billable bookings” and “passengers boarded” are the primary metrics utilized by Travel Solutions to measure operating performance.

Travel Solutions generates distribution revenue for each direct billable booking, which includes bookings made through our GDS (e.g., Air, and Lodging, Ground and Sea (“LGS”)) and through our equity method investments in cases where we are paid directly by the travel supplier.

“Direct billable bookings” and “passengers boarded” are the primary metrics we utilize to measure operating performance.

We generate distribution revenue for each direct billable booking, which includes bookings made through our GDS (e.g., Air, and Lodging, Ground and Sea (“LGS”)) and through our equity method investments in cases where we are paid directly by the travel supplier.

Air bookings are presented net of bookings cancelled within the period presented.

Travel Solutions also recognizes IT solutions revenue from recurring usage-based fees for passengers boarded.

The primary metric utilized by Hospitality Solutions is booking transactions processed through the Sabre Hospitality Solutions SynXis Central Reservation System (the “Central Reservation System”).

We also recognize IT solutions revenue from recurring usage-based fees for passengers boarded.

These key metrics allow management to analyze customer volume over time for each of our product lines to monitor industry trends and analyze performance.

3 unchanged sentences

The following table sets forth these key metrics for the periods indicated (in thousands):

Three Months Ended March 31,

2025 2024 % Change

Travel Solutions

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

2025 2024 % Change 2025 2024 % Change

Direct Billable Bookings - Air 75,534 76,225 (0.9)% 157,972 161,395 (2.1)%

2 unchanged sentences

IT Solutions Passengers Boarded 171,353 168,906 1.4% 337,179 336,832 0.1%

Hospitality Solutions

Central Reservations System Transactions 30,769 29,051 5.9%

Definitions of Non-GAAP Financial Measures

We have included both financial measures compiled in accordance with GAAP and certain non-GAAP financial measures in this Quarterly Report on Form 10-Q, including Adjusted Net Loss from continuing operations (“Adjusted Net Loss”), Adjusted EBITDA, Free Cash Flow and ratios based on these financial measures.

We define Adjusted Net Loss as net loss attributable to common stockholders adjusted for net income (loss) attributable to noncontrolling interests, acquisition-related amortization, restructuring and other costs, loss on extinguishment of debt, other, net, acquisition-related costs, indirect tax matters, stock-based compensation, and the tax impact of adjustments.

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.

We define Adjusted Net Loss as net loss attributable to common stockholders adjusted for loss (income) from discontinued operations, net of tax, net income (loss) attributable to noncontrolling interests, acquisition-related amortization, restructuring and other costs, loss on extinguishment of debt, other, net, acquisition-related costs, indirect tax matters, stock-based compensation, and the tax impact of adjustments.

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 provision for income taxes.

We define Free Cash Flow as cash used in operating activities less cash used in additions to property and equipment.

18 unchanged sentences

The following table sets forth the reconciliation of Net loss attributable to common stockholders to Adjusted Net Loss from continuing operations and Loss from continuing operations to Adjusted EBITDA (in thousands):

Three Months Ended March 31,

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

Net income attributable to noncontrolling interests (1)

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

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

2025 2024 2025 2024

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

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

Net (loss) income attributable to noncontrolling interests (1)

(168) 275 45 653

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

Acquisition-related amortization (2a)

7,732 8,257 15,464 16,516

Restructuring and other costs (4)

— 15,492 — 10,439

Loss on extinguishment of debt 85,182 — 85,182 37,994

2 unchanged sentences

Acquisition-related costs (5)

(163) 613 520 863

Indirect tax matters (6)

(8,226) 7,710 (7,951) 7,710

Stock-based compensation 11,290 10,845 23,602 23,364

4 unchanged sentences

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

386,271 379,774

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

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

Depreciation and amortization of property and equipment (2b)

1 unchanged sentence

Amortization of capitalized implementation costs (2c)

2,930 3,085 5,893 6,440

Acquisition-related amortization (2a)

7,732 8,257 15,464 16,516

Restructuring and other costs (4)

— 15,492 — 10,439

Interest expense, net 111,244 116,428 221,034 228,309

3 unchanged sentences

Acquisition-related costs (5)

Indirect tax matters (6)

Stock-based compensation 13,662 13,905

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

Adjusted EBITDA $ 149,581 $ 142,306

The following tables set forth the reconciliation of Adjusted EBITDA to Loss from continuing operations in our statement of operations by business segment (in thousands):

Three Months Ended March 31, 2025

Travel Solutions Hospitality Solutions Corporate Total

Adjusted EBITDA $ 184,429 $ 11,456 $ (46,304) $ 149,581

Depreciation and amortization of property and equipment (2b)

(163) 613 520 863

Amortization of capitalized implementation costs (2c)

2,963 1,352 — 4,315

Acquisition-related amortization (2a)

— — 8,791 8,791

Acquisition-related costs (5)

— — 1,796 1,796

Indirect tax matters (6)

Stock-based compensation — — 13,662 13,662

Equity method income 665 — — 665

Operating income (loss) $ 167,401 $ 7,032 $ (71,035) $ 103,398

Interest expense, net (129,353)

Other, net (3)

Equity method income 665

Benefit for income taxes 57,062

Income from continuing operations $ 35,548

Three Months Ended March 31, 2024

Travel Solutions Hospitality Solutions Corporate Total

Adjusted EBITDA $ 188,309 $ 8,271 $ (54,274) $ 142,306

Depreciation and amortization of property and equipment (2b)

(8,226) 7,710 (7,951) 7,710

Amortization of capitalized implementation costs (2c)

3,356 1,468 — 4,824

Acquisition-related amortization (2a)

— — 9,622 9,622

Restructuring and other costs (4)

— — (5,053) (5,053)

Acquisition-related costs (5)

Stock-based compensation 11,290 10,845 23,602 23,364

Equity method income 960 — — 960

Operating income (loss) $ 168,822 $ 2,472 $ (73,209) $ 98,085

Interest expense, net (124,747)

Other, net (3)

Loss on extinguishment of debt (37,994)

Equity method income 960

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

Loss from continuing operations $ (71,105)

Adjusted EBITDA $ 118,255 $ 110,335 $ 249,075 $ 236,619

The following tables present information from our statements of cash flows and set forth the reconciliation of Free Cash Flow to cash used in operating activities, the most directly comparable GAAP measure (in thousands):

Three Months Ended March 31,

Six Months Ended June 30,

Cash used in operating activities $ (281,841) $ (29,856)

1 unchanged sentence

Cash provided by financing activities 34,500 54,124

Three Months Ended March 31,

Six Months Ended June 30,

Cash used in operating activities $ (281,841) $ (29,856)

8 unchanged sentences

(c) Amortization of capitalized implementation costs represents amortization of upfront costs to implement new customer contracts under our SaaS and hosted revenue model.

(3) 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.

(3) Other, net includes a gain on the sale of assets of $5 million recognized in the current year period, $1 million of non-operating gains recognized in the prior year and a fair value loss from our investments in securities of $1 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.

5 unchanged sentences

(7) The tax impact of adjustments includes the tax effect of each separate adjustment based on the statutory tax rate for the jurisdiction(s) in which the adjustment was taxable or deductible, and the tax effect of items that relate to tax specific financial transactions, tax law changes, uncertain tax positions, valuation allowances and other items.

(8) The adjusted diluted weighted-average common shares outstanding calculation excludes 12 million of dilutive stock options and restricted stock awards for the three months ended March 31, 2025, as their effect would be anti-dilutive given the adjusted net loss from continuing operations incurred in the period.

Results of Operations

The following table sets forth our consolidated statements of operations data for each of the periods presented:

Three Months Ended March 31,

(Amounts in thousands)

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

2025 2024 2025 2024

(Amounts in thousands) (Amounts in thousands)

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

8 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

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

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

Three Months Ended March 31, 2025 and 2024

Three Months Ended March 31,

Three Months Ended June 30, 2025 and 2024

Three Months Ended June 30,

2025 2024 Change

(Amounts in thousands)

Travel Solutions $ 702,126 $ 713,633 $ (11,507) (2) %

Hospitality Solutions 85,209 78,819 6,390 8 %

Total segment revenue 787,335 792,452 (5,117) (1) %

Eliminations (10,718) (9,566) (1,152) 12 %

Total revenue $ 776,617 $ 782,886 $ (6,269) (1) %

Travel Solutions— Revenue decreased $12 million, or 2%, for the three months ended March 31, 2025 compared to the same period in the prior year, primarily due to:

• a $3 million, or 1% decrease in transaction-based distribution revenue primarily due to a 2% decrease in direct billable bookings to 96 million, partially offset by favorable rate impacts;

• an $8 million, or 6% decrease in IT solutions revenue driven by the impact of de-migrations from carriers who de-migrated prior to 2024.

Revenue $ 687,149 $ 695,050 $ (7,901) (1) %

Revenue decreased $8 million, or 1%, for the three months ended June 30, 2025 compared to the same period in the prior year, primarily due to:

• a $5 million, or 1% decrease in transaction-based distribution revenue primarily due to a 1% decrease in direct billable bookings to 90 million;

• a $3 million, or 2% decrease in IT solutions revenue driven by an $8 million decrease due to the impact of de-migrations from carriers who de-migrated prior to 2024.

We expect revenue growth for IT solutions beginning in the third quarter of 2025 following the anniversary of the impact of these de-migrations on our revenue.

Hospitality Solutions — Revenue increased $6 million, or 8%, for the three months ended March 31, 2025 compared to the same period in the prior year.

The increase was primarily driven by a $5 million increase in SynXis Software and Services revenue due to an increase in transaction volumes of 6% to 31 million driven by growth in our existing customer base as well as new customer deployments and a favorable mix within our customer base.

This decrease was partially offset by a $3 million increase in license fee revenue and a $2 million increase in volume growth.

Cost of revenue, excluding technology costs

Three Months Ended March 31,

Three Months Ended June 30,

2025 2024 Change

(Amounts in thousands)

Travel Solutions $ 301,572 $ 288,850 $ 12,722 4 %

Hospitality Solutions 37,539 36,559 980 3 %

Eliminations (10,718) (9,566) (1,152) 12 %

Total segment cost of revenue, excluding technology costs 328,393 315,843 12,550 4 %

Corporate 650 47 603 1,283 %

Depreciation and amortization 4,667 5,204 (537) (10) %

Total cost of revenue, excluding technology costs $ 333,710 $ 321,094 $ 12,616 4 %

Travel Solutions— Cost of revenue, excluding technology costs, increased $13 million, or 4%, for the three months ended March 31, 2025 compared to the same period in the prior year driven by a $13 million increase in incentive consideration primarily due to an increase in rates and transaction mix.

Hospitality Solutions— Cost of revenue, excluding technology costs, increased $1 million, or 3% for the three months ended March 31, 2025 compared to the same period in the prior year due to an increase in costs associated with increased transaction volumes and the mix of our revenue transactions.

Cost of revenue, excluding technology costs $ 296,354 $ 293,340 $ 3,014 1 %

Cost of revenue, excluding technology costs, increased $3 million, or 1% for the three months ended June 30, 2025 compared to the same period in the prior year primarily due to a $3 million increase in incentive consideration primarily due to an increase in rates and transaction mix.

Technology Costs

Three Months Ended March 31,

Three Months Ended June 30,

2025 2024 Change

(Amounts in thousands)

Travel Solutions $ 154,590 $ 176,920 $ (22,330) (13) %

Hospitality Solutions 24,691 23,227 1,464 6 %

Total segment technology costs 179,281 200,147 (20,866) (10) %

Corporate 4,811 6,828 (2,017) (30) %

Depreciation and amortization 12,135 15,316 $ (3,181) (21) %

Total technology costs $ 196,227 $ 222,291 $ (26,064) (12) %

Travel Solutions— Technology costs decreased $22 million, or 13% for the three months ended March 31, 2025 compared to the same period in the prior year.

The decrease was primarily driven by an $11 million decrease in technology costs due to

savings related to our cloud migrations and a $12 million decrease in labor and professional services driven by the cost reduction plan we implemented in prior periods.

Hospitality Solutions— Technology costs increased $1 million, or 6%, for the three months ended March 31, 2025 compared to the same period in the prior year due to a $1 million increase in labor and professional services to support growth in the business.

Corporate— Technology costs decreased $2 million, or 30%, for the three months ended March 31, 2025 compared to the same period in the prior year due to a $2 million decrease in labor and professional services costs driven by the cost reduction plan we implemented in prior periods.

Depreciation and Amortization— Technology costs decreased $3 million, or 21%, for the three months ended March 31, 2025 compared to the same period in the prior year primarily due to the completion of amortization of certain capitalized internal use software.

Technology costs $ 172,494 $ 199,050 $ (26,556) (13) %

Technology costs decreased $27 million, or 13%, for the three months ended June 30, 2025 compared to the same period in the prior year.

The decrease was driven by a $21 million decrease in labor and professional services primarily due to the cost reduction plan we implemented in prior periods and a $6 million decrease in hosting costs due to cost savings related to our cloud migrations.

Selling, General and Administrative Expenses

Three Months Ended March 31,

Three Months Ended June 30,

2025 2024 Change

(Amounts in thousands)

Travel Solutions $ 62,200 $ 60,514 $ 1,686 3 %

Hospitality Solutions 11,523 10,762 761 7 %

Total segment selling, general and administrative expenses 73,723 71,276 2,447 3 %

Corporate 56,575 56,501 74 — %

Depreciation and amortization 12,984 13,640 $ (656) (5) %

Total selling, general and administrative expenses $ 143,282 $ 141,417 $ 1,865 1 %

Travel Solutions— Selling, general and administrative expenses increased $2 million, or 3%, for the three months ended March 31, 2025 compared to the same period in the prior year due to a $4 million increase in labor and professional services to support our growth initiatives and a $2 million increase in other ongoing business expenses, partially offset by a $5 million decrease in the provision for credit losses.

Hospitality Solutions— Selling, general and administrative expenses increased $1 million or 7%, for the three months ended March 31, 2025 compared to the same period in the prior year primarily due to a $2 million increase in the provision for credit losses, offset by a $1 million decrease in other ongoing business expenses.

Corporate— Selling, general and administrative expenses for the three months ended March 31, 2025 decreased by $8 million primarily due to a decrease in tax expenses as a result of a sales tax refund in 2025 related to prior tax periods, offset by an $8 million increase in labor and professional services primarily due to the reversal of certain employee related accruals and severance cost accruals in the prior year associated with the cost reduction plan we implemented in prior periods.

Selling, general and administrative $ 129,167 $ 153,938 $ (24,771) (16) %

Selling, general and administrative expenses decreased $25 million, or 16%, for the three months ended June 30, 2025 compared to the same period in the prior year due to a $12 million decrease in tax litigation reserves as a result of final settlement, a $6 million decrease in digital services tax as a result of enacted legislation in Canada in the prior year, which was retroactive to 2022, a $3 million decrease due to savings related to our cloud migration, and a $2 million decrease in labor and professional services driven by the cost reduction plan we implemented in prior periods.

Interest expense, net

Three Months Ended March 31,

Three Months Ended June 30,

2025 2024 Change

1 unchanged sentence

Interest expense, net $ (111,244) $ (116,428) $ 5,184 (4) %

Interest expense increased $5 million, or 4%, during the three months ended March 31, 2025 compared to the same period in the prior year primarily due to higher interest incurred in connection with our debt.

Interest expense decreased $5 million, or 4%, during the three months ended June 30, 2025 compared to the same period in the prior year primarily due to lower interest incurred in connection with our debt.

Debt for further details.

Loss on extinguishment of debt

We recognized a loss on extinguishment of debt of $38 million for the three months ended March 31, 2024 as a result of the financing activity that occurred in the first quarter of 2024.

We recognized a loss on extinguishment of debt of $85 million during the three months ended June 30, 2025 as a result of the refinancing activity that occurred in the second quarter of 2025.

Debt for further details.

Three Months Ended March 31,

Three Months Ended June 30,

2025 2024 Change

1 unchanged sentence

Other, net $ (3,202) $ 3,426 $ (6,628) (193) %

Other, net increased $8 million for the three months ended March 31, 2025 compared to the same period in the prior year primarily due to 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.

Other, net decreased $7 million for the three months ended June 30, 2025 compared to the same period in the prior year primarily due to a fair value loss from our investments in securities of $5 million recognized in the prior year period, and other non-operating gains recognized in the prior period of $1 million.

Fair Value Measurements for further details regarding our investments in securities.

(Benefit) provision for Income Taxes

Three Months Ended March 31,

Provision for Income Taxes

Three Months Ended June 30,

2025 2024 Change

(Amounts in thousands)

(Benefit) provision for income taxes $ (57,062) $ 2,932 $ (59,994) (2,046) %

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.

Provision for income taxes $ 91,262 $ 5,920 $ 85,342 1,442 %

For the three months ended June 30, 2025, we recognized $91 million of income tax expense for continuing operations, compared to an income tax expense of $6 million for the three months ended June 30, 2024.

The effective tax rate for the three 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 .

1 unchanged sentence

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.

Six Months Ended June 30, 2025 and 2024

Six Months Ended June 30,

2025 2024 Change

(Amounts in thousands)

Revenue $ 1,389,275 $ 1,408,683 $ (19,408) (1) %

Revenue decreased $19 million, or 1%, for the six months ended June 30, 2025 compared to the same period in the prior year, primarily due to:

• an $8 million, or 1%, decrease in transaction-based distribution revenue primarily due to a 2% decrease in direct billable bookings to 187 million, partially offset by favorable rate impacts;

• an $11 million, or 4%, decrease in IT solutions revenue driven by a $15 million decrease due to the impact of de-migrations from carriers who de-migrated prior to 2024.

We expect revenue growth for IT solutions beginning in the third quarter of 2025 following the anniversary of the impact of these de-migrations on our revenue.

This decrease was partially offset by a $3 million increase in volume growth and a $1 million increase in license fee revenue.

Cost of revenue, excluding technology costs

Six Months Ended June 30,

2025 2024 Change

(Amounts in thousands)

Cost of revenue, excluding technology costs $ 601,825 $ 586,050 $ 15,775 3 %

Cost of revenue, excluding technology costs, increased $16 million, or 3%, for the six months ended June 30, 2025 compared to the same period in the prior year, primarily due to a $16 million increase in incentive consideration due to an increase in rates and transaction mix.

Technology Costs

Six Months Ended June 30,

2025 2024 Change

(Amounts in thousands)

Technology costs $ 347,801 $ 400,634 $ (52,833) (13) %

Technology costs decreased $53 million , or 13% , for the six months ended June 30, 2025 compared to the same period in the prior year due to a $34 million decrease in labor and professional services primarily due to the cost reduction plan we implemented in prior periods, a $15 million decrease in hosting costs due to cost savings related to our cloud migrations, and a $3 million decrease in depreciation and amortization primarily due to the completion of amortization of certain capitalized internal use software.

Selling, General and Administrative Expenses

Six Months Ended June 30,

2025 2024 Change

(Amounts in thousands)

Selling, general and administrative $ 259,120 $ 284,082 $ (24,962) (9) %

Selling, general and administrative expenses decreased $25 million, or 9%, for the six months ended June 30, 2025 compared to the same period in the prior year primarily due to a $12 million decrease in tax litigation reserves as a result of final settlement, a $7 million decrease due to savings related to our cloud migration, a $6 million decrease in digital services tax as a result of enacted legislation in Canada in the prior year, which was retroactive to 2022, a $4 million decrease in the provision for credit losses, a $7 million decrease primarily due to a sales tax refund in 2025 related to prior tax periods, and a $2 million decrease in other ongoing business expenses.

These decreases were partially offset by an $11 million increase in labor and professional services to support our growth initiatives.

Interest expense, net

Six Months Ended June 30,

2025 2024 Change

(Amounts in thousands)

Interest expense, net $ (221,034) $ (228,309) $ 7,275 (3) %

Interest expense decreased $7 million , or 3% during the six months ended June 30, 2025 compared to the same period in the prior year primarily due to lower interest incurred in connection with our debt.

Debt for further details regarding these debt transactions.

Loss on extinguishment of debt

We recognized a loss on extinguishment of debt of $85 million du ring the six months ended June 30, 2025 as a result of the refinancing activity that occurred in the second quarter of 2025.

We recognized a loss on extinguishment of debt of $38 million during the six months ended June 30, 2024, as a result of the refinancing activity that occurred in the first quarter of 2024 .

Debt for further details.

Six Months Ended June 30,

2025 2024 Change

(Amounts in thousands)

Other, net $ (497) $ (536) $ 39 7 %

Other, net remained flat for the six months ended June 30, 2025 compared to the same period in the prior year primarily due to a gain on the sale of assets of $5 million recognized in the current year period, offset by a $3 million decrease due to realized and unrealized foreign currency exchange losses in the current period, a $1 million decrease due to other non-operating gains recognized in the prior year and a fair value loss from our investments in securities of $1 million recognized in the prior year period.

Fair Value Measurements for further details regarding our investments in securities.

Provision for Income Taxes

Six Months Ended June 30,

2025 2024 Change

(Amounts in thousands)

Provision for income taxes $ 79,614 $ 9,328 $ 70,286 753 %

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 decreased for the six months ended June 30, 2025 as compared to the same period in 2024 primarily due to an increase in valuation allowance recorded in the current period and various discrete items recorded in each of the respective six month periods.

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.

Liquidity and Capital Resources

Our current principal source of liquidity is our cash and cash equivalents on hand.

As of March 31, 2025 and December 31, 2024, our cash and cash equivalents and outstanding letters of credit were as follows (in thousands):

March 31, 2025 December 31, 2024

As of June 30, 2025 and December 31, 2024, our cash and cash equivalents and outstanding letters of credit were as follows (in thousands):

June 30, 2025 December 31, 2024

Cash and cash equivalents $ 426,118 $ 724,479

6 unchanged sentences

(1) AR Facility (as defined below) does not include the FILO Facility (as defined below).

As of March 31, 2025, we had $101 million outstanding under the AR Facility.

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

The AR Facility matures on March 29, 2027 and allows us the ability to prepay the principal amount prior to the maturity date without penalty.

3 unchanged sentences

We invest in a money market fund which is classified as cash and cash equivalents in our consolidated balance sheets and statements of cash flows.

We held no short-term investments as of March 31, 2025 and December 31, 2024.

We had $21 million held as cash collateral for standby letters of credit in restricted cash on our consolidated balance sheets as of March 31, 2025 and December 31, 2024.

We held no short-term investments as of June 30, 2025 and December 31, 2024.

We had $21 million held as cash collateral for standby letters of credit in restricted cash on our consolidated balance sheets as of June 30, 2025 and December 31, 2024.

Liquidity Outlook

3 unchanged sentences

Given the uncertain economic environment, we cannot provide assurance that the assumptions used to estimate our liquidity requirements will be accurate.

However, based on our assumptions and estimates with respect to our financial condition, we believe that we have resources to sufficiently fund our liquidity requirements over at least the next twelve months, including the aggregate payment of approximately $217 million of principal due at maturity under current debt facilities.

In 2024, we refinanced and extended the maturity on portions of our debt, which negatively impacted our results due to increasing interest rates and negatively impacted our liquidity due to our utilizing cash from our balance sheet.

In the second

quarter of 2023, we began implementing a cost reduction plan designed to reposition our business to the current environment and to structurally reduce our cost base.

In 2024 and 2025, we refinanced and extended the maturity on portions of our debt, which negatively impacted our results due to increasing interest rates and negatively impacted our liquidity due to our utilizing cash from our balance sheet.

In the second quarter of 2023, we began implementing a cost reduction plan designed to reposition our business to the current environment and to structurally reduce our cost base.

We believe our cash position and the liquidity measures we have taken will provide additional flexibility as we manage through continued headwinds.

2 unchanged sentences

Free cash flow is calculated as cash flow from operations reduced by additions to property and equipment.

We expect the full year 2025 pro forma free cash flow to be greater than $200 million, which we expect to be impacted by normal seasonality on a quarterly basis.

Pro forma free cash flow is calculated to give effect to the sale of the Hospitality Solutions business and the application of the proceeds from the sale against outstanding indebtedness based on management's expectations, as if such transaction and actions had occurred on January 1, 2025.

We expect the full year 2025 pro forma free cash flow to range from approximately $100 million to approximately $140 million, which we expect to be impacted by normal seasonality on a quarterly basis.

Pro forma free cash flow is calculated to give effect to the sale of the Hospitality Solutions business and we have removed the impact of the $227 million payment-in-kind interest that was recorded in conjunction with the refinancing activity in the second quarter of 2025, from pro forma Free Cash Flow.

Our ability to generate cash depends on many factors beyond our control, and any failure to meet our debt service obligations could harm our business, financial condition and results of operations.

4 unchanged sentences

While our business has incurred net losses on a GAAP basis, we recognized federal taxable income in 2024 based on our operating and non-operating results pursuant to the provisions of the Tax Cuts and Jobs Act that limit interest expense deduction and the annual use of net operating loss (“NOL”) carryforwards and requires companies to capitalize and amortize research and development costs.

As a result, we expect to be a U.S.

federal cash taxpayer in 2025, and we also expect to benefit from the utilization of NOLs and tax credit carryforwards in 2025 to the extent available.

We expect to continue to benefit from our NOLs and certain tax credits in the near-term beyond 2025.

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, so while we had forecasted to be a U.S.

federal cash taxpayer in 2025, we expect certain provisions of OBBBA to provide a U.S.

federal cash tax benefit for 2025.

Additionally, several countries, primarily Canada and in Europe, have adopted DST on revenue earned by multinational companies from the provision of certain digital services, such as the use of an online marketplace, regardless of physical presence.

As DSTs are proposed or enacted in jurisdictions around the world, we monitor such legislation and determine its applicability to our operations in these jurisdictions.

As DSTs are proposed, enacted or changed in jurisdictions around the world, we monitor such legislation and determine its applicability to our operations in these jurisdictions.

We record DST in selling, general and administrative costs in the consolidated statements of operations.

Capital Resources

As of March 31, 2025, our outstanding debt totaled $5.1 billion, which is net of debt issuance costs and unamortized discounts of $147 million.

As of June 30, 2025, our outstanding debt totaled $5.0 billion, which is net of debt issuance costs and unamortized discounts of $125 million.

Currently approximately 32% of our debt, net of cash and hedging impacts from interest rates swaps, is variable and impacted by changes in interest rates.

Approximately 28% of our debt is variable, excluding the Senior Secured Term Loan due in 2028, where interest rate pricing is subject to the highest yield to maturity of Sabre GLBL secured debt as defined by the Reference Rate.

See “Risk Factors—We are exposed to interest rate fluctuations." From time to time, we review and consider opportunities to refinance or repurchase our existing debt, as well as conduct debt or equity offerings to support future strategic investments, support operational requirements, provide additional liquidity, or pay down debt.

The global capital markets experienced periods of volatility throughout 2024, which has increased through the first quarter of 2025, in response to the geopolitical conflict, changes in the rate of inflation, and uncertainty regarding the path of U.S.

monetary policy, and more recently through tariff-related policy.

During 2024, we refinanced portions of our debt which resulted in interest rates higher than prior years, increasing current and future interest expense.

However, the 2023 Term Loan Agreement, as defined below, provides the ability for interest to be payable-in-kind, such that amounts due are capitalized into the note balance at the payment date rather than paid in cash, reducing our near-term cash payments for interest on this debt.

The global capital markets experienced periods of volatility throughout 2024, which has increased through the second quarter of 2025, in response to the geopolitical conflict, changes in the rate of inflation, uncertainty regarding the path of U.S.

monetary policy, and more recently tariff-related policy.

During 2024 and 2025, we refinanced portions of our debt which resulted in interest rates higher than prior years, increasing current and future interest expense.

Through June 4, 2025, the 2023 Term Loan Agreement, as defined below, provided the ability for interest to be payable-in-kind, such that amounts due were capitalized into the note balance at the payment date rather than paid in cash, reducing our near-term cash payments for interest on this debt.

On June 4, 2025, we repaid all outstanding borrowings under the Senior Secured Term Loan Due 2028.

Subject to market conditions, we may opportunistically refinance portions of our debt in the near term which, at current interest rates and market conditions, may negatively impact our interest expense or result in higher dilution.

6 unchanged sentences

If our credit ratings were to be downgraded, or financing sources were to become more limited or to ascribe higher risk to our rating levels or our industry, our access to capital and the cost of any financing would be negatively impacted.

There is no guarantee that additional debt financing will be available in the future to fund our obligations, or that it will be available on commercially reasonable terms,

in which case we may need to seek other sources of funding.

There is no guarantee that additional debt financing will be available in the future to fund our obligations, or that it will be available on commercially reasonable terms, in which case we may need to seek other sources of funding.

In addition, the terms of future debt agreements could include more restrictive covenants than those we are currently subject to, which could restrict our business operations.

2 unchanged sentences

In the first quarter of 2023, we entered into the AR Facility of up to $200 million, and in the first quarter of 2024, we increased the overall size of the AR Facility through the FILO Facility, resulting in a Securitization Facility of $235 million (as each of such terms is defined below) .

In June 2023, we entered into a series of transactions including an intercompany secured term loan agreement (the "Pari Passu Loan Agreement") and a new term loan credit agreement with certain lenders (the "2023 Term Loan Agreement"), which provides for a senior secured term loan of up to $700 million in aggregate principal amount and 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 Amended and Restated Credit Agreement, the Securitization Facility (as defined below), the 2023 Term Loan Agreement and the Pari Passu Loan Agreement.

As of June 30, 2025, we were in compliance with all covenants under the terms of the Amended and Restated Credit Agreement and the Securitization Facility (as defined below).

We are required to pay down our term loans by an amount equal to 50% of annual excess cash flow, as defined in the Amended and Restated Credit Agreement.

2 unchanged sentences

We are further required to pay down the term loans with proceeds from certain asset sales, net of taxes, or borrowings, that are not otherwise reinvested in the business, as provided in the Amended and Restated Credit Agreement.

Following closing of the Hospitality Solutions Sale, we expect to use the net proceeds primarily to repay our outstanding indebtedness, which we expect would be applied to our 2021 Term Loan B-2, 2022 Term Loan B-1, 2022 Term Loan B-2, and 2024 Term Loan B-1, in accordance with the terms of the Amended and Restated Credit Agreement.

Following the closing of the Hospitality Solutions Sale, 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 .

Recent Events Impacting Our Liquidity and Capital Resources

5 unchanged sentences

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.

As of March 31, 2025, the unpaid third-party fees are not material.

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.

5 unchanged sentences

Senior Secured Notes

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 an intercompany loan agreement with Sabre Financial Borrower, LLC, which applied such amounts toward full prepayment of Sabre Financial Borrower, LLC’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 semiannually 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 new note issuance costs.

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.

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.

On November 25, 2024, Sabre GLBL exchanged approximately $246 million in principal amount of our 8.625% senior secured notes due 2027 (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”).

4 unchanged sentences

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.

4 unchanged sentences

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.

Exchangeable Notes

On March 19, 2024, Sabre GLBL exchanged $150 million aggregate principal amount of our outstanding 4.000% senior exchangeable notes due 2025 (the “ 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 our then-outstanding 4.000% senior exchangeable notes due 2025 (the “ 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.

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.

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").

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

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

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

7 unchanged sentences

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.

Share Repurchase Program

2 unchanged sentences

On March 16, 2020, we announced the suspension of share repurchases under the Share Repurchase Program in conjunction with the 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.

In addition, the terms of certain of the agreements governing our indebtedness contain covenants that, among other things, limit our ability to repurchase our common stock.

See “Risk Factors—The terms of our debt covenants could limit our discretion in operating our business and any failure to comply with such covenants could result in the default of all of our debt.”

Three Months Ended March 31,

Six Months Ended June 30,

(Amounts in thousands)

2 unchanged sentences

Cash provided by financing activities 34,500 54,124

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)

1 unchanged sentence

Operating Activities

Cash used in operating activities totaled $81 million for the three months ended March 31, 2025.

The $13 million decrease in operating cash flow from the same period in the prior year was primarily due to a decrease in revenue from a decline in volume and impacts of customer de-migrations and a contribution of $10 million to our defined benefit pension plan, partially offset by a $3 million decrease in interest payments in connection with our debt.

Cash used in operating activities totaled $282 million for the six months ended June 30, 2025.

The $252 million decrease in operating cash flow from the same period in the prior year was primarily due to payments of previously paid-in-kind interest and currently accrued interest of $227 million in connection with refinancing our Senior Secured Term Loan Due 2028, a $9 million increase in interest payments in connection with our other debt, a decrease in revenue from a decline in volume and impacts of customer de-migrations and a contribution of $12 million to our defined benefit pension plan.

Investing Activities

For the three months ended March 31, 2025, we used $18 million of cash for capital expenditures primarily related to software developed for internal use, partially offset by the proceeds received from the sale of assets of $10 million.

For the three months ended March 31, 2024, we used $28 million of cash for capital expenditures primarily related to software developed for internal use and acquired software licenses associated with our internal billing systems.

For the six months ended June 30, 2025, we used $39 million of cash for capital expenditures primarily related to software developed for internal use, partially offset by the proceeds received from the sale of assets of $9 million.

For the six months ended June 30, 2024, we used $46 million of cash for capital expenditures primarily related to software developed for internal use and acquired software licenses associated with our internal billing systems.

Financing Activities

For the three months ended March 31, 2025, financing activities provided $13 million.

For the six months ended June 30, 2025, financing activities provided $35 million.

Significant highlights of our financing activities include:

• proceeds of $1.325 billion from the issuance of the July 2030 Notes ;

• payments of $700 million on our Senior Secured Term Loan Due 2028, $325 million on our June 2027 Notes, $183 million on our 2025 Exchangeable Notes, $10 million on our April 2025 Notes, and $6 million on our 2021 Term Loan B-1, 2024 Term Loan B-1 and 2024 Term Loan B-2;

• payment of $71 million for debt discount and issuance costs;

• net proceeds of $15 million on borrowings on our AR Facility;

• payments of $3 million on our 2021 Term Loan B-1, 2024 Term Loan B-1 and 2024 Term Loan B-2;

• net payments of $10 million from the settlement of employee stock awards.

For the three months ended March 31, 2024, financing activities provided $78 million.

For the six months ended June 30, 2024, financing activities provided $54 million.

Significant highlights of our financing activities include:

5 unchanged sentences

• payment of $36 million on our September 2025 Notes and $7 million on our April 2025 Notes;

• net proceeds of $2 million from borrowings on our AR Facility;

• net payments of $2 million from the settlement of employee stock awards.

• net payment of $16 million on borrowings on our AR Facility;

• net payments of $6 million from the settlement of employee stock-option awards.

Contractual Obligations

There were no material changes to our future minimum contractual obligations since December 31, 2024, as previously disclosed in our Annual Report on Form 10-K filed with the SEC on February 20, 2025, other than a multi-year agreement we entered into in the first quarter of 2025 with a digital services and solutions provider, with an aggregate obligation to the provider of approximately $1.6 billion, with $21 million due within the next 12 months .

We had no off balance sheet arrangements during the three months ended March 31, 2025 and year ended December 31, 2024.

We had no off balance sheet arrangements during the six months ended June 30, 2025 and year ended December 31, 2024.

Recent Accounting Pronouncements

10 unchanged sentences

Compared sentence by sentence after normalising whitespace, quotation marks, case and digits, so re-formatting and restated figures do not read as changed language. Wording changes appear as one removal and one addition. The current filing and the prior one are authoritative.

What changed 10-Q

Item 2. Management’s Discussion and Analysis