What changed in this filing

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Item 1. Financial Statements

2025-11-05 compared with 2025-08-07 · 186 added, 163 removed, 615 unchanged (36% of the section changed)

3 unchanged sentences

(In thousands, except per share amounts)

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

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

2025 2024 2025 2024

11 unchanged sentences

Loss from continuing operations before income taxes ( 10,381 ) ( 55,182 ) ( 135,162 ) ( 182,675 )

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 )

(Benefit) provision for income taxes ( 58,546 ) 7,236 21,068 16,564

Income (loss) from continuing operations 48,165 ( 62,418 ) ( 156,230 ) ( 199,239 )

Income (loss) from discontinued operations, net of tax 800,313 ( 715 ) 783,725 ( 4,484 )

Net income (loss) 848,478 ( 63,133 ) 627,495 ( 203,723 )

Net (loss) income attributable to noncontrolling interests ( 266 ) ( 315 ) ( 221 ) 338

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

Income (loss) attributable to common stockholders $ 848,744 $ ( 62,818 ) $ 627,716 $ ( 204,061 )

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 )

Income (loss) from continuing operations $ 0.12 $ ( 0.16 ) $ ( 0.40 ) $ ( 0.52 )

Income (loss) from discontinued operations 2.03 — 2.01 ( 0.01 )

Net income (loss) per common share $ 2.15 $ ( 0.16 ) $ 1.61 $ ( 0.53 )

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 )

Income (loss) from continuing operations $ 0.12 $ ( 0.16 ) $ ( 0.40 ) $ ( 0.52 )

Income (loss) from discontinued operations 1.86 — 2.01 ( 0.01 )

Net income (loss) per common share $ 1.98 $ ( 0.16 ) $ 1.61 $ ( 0.53 )

Weighted-average common shares outstanding:

5 unchanged sentences

(In thousands)

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

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

2025 2024 2025 2024

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

Net income (loss) $ 848,478 $ ( 63,133 ) $ 627,495 $ ( 203,723 )

Other comprehensive income, net of tax:

1 unchanged sentence

Retirement-related benefit plans:

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

Net actuarial gain (loss), net of taxes of nil in all periods 80 ( 24 ) ( 3,258 ) ( 24 )

Amortization of prior service credits, net of taxes of nil in all periods ( 358 ) ( 358 ) ( 1,074 ) ( 1,074 )

1 unchanged sentence

Net change in retirement-related benefit plans, net of tax 452 321 ( 2,141 ) 1,011

Unrealized (losses) gains, net of taxes of nil in all periods 587 2,586 ( 11 ) 9,333

Unrealized gains (losses), net of taxes of nil in all periods 38 ( 6,733 ) 27 2,600

Reclassification adjustment for realized losses (gains), net of taxes of nil in all periods 144 ( 2,133 ) 438 ( 6,178 )

2 unchanged sentences

Other comprehensive income ( 4,674 ) ( 4,448 ) ( 730 ) 589

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

Comprehensive income (loss) 843,804 ( 67,581 ) 626,765 ( 203,134 )

Comprehensive loss (income) attributable to noncontrolling interests 266 315 221 ( 338 )

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

Comprehensive income (loss) attributable to Sabre Corporation $ 844,070 $ ( 67,266 ) $ 626,986 $ ( 203,472 )

See Notes to Consolidated Financial Statements.

2 unchanged sentences

(In thousands)

June 30, 2025 December 31, 2024

September 30, 2025 December 31, 2024

Current assets

4 unchanged sentences

Prepaid expenses and other current assets 94,559 76,518

Current assets held for sale 70,835 54,581

Discontinued operations — 54,581

Total current assets 1,157,399 1,163,218

9 unchanged sentences

Other assets, net 260,548 272,876

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

Discontinued operations — 235,802

Total assets $ 4,373,002 $ 4,634,929

7 unchanged sentences

Current portion of debt 152,990 230,214

Current liabilities held for sale 52,224 51,207

Discontinued operations — 51,207

Total current liabilities 1,018,240 1,141,774

2 unchanged sentences

Long-term debt 4,063,277 4,834,776

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

Discontinued operations — 15,989

Commitments and contingencies (Note 13)

4 unchanged sentences

1,000,000 authorized shares;

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

427,178 and 414,754 shares issued, 394,879 and 385,932 shares outstanding at September 30, 2025 and December 31, 2024, respectively

Additional paid-in capital 3,340,222 3,304,466

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

Treasury Stock, at cost, 32,299 and 28,822 shares at September 30, 2025 and December 31, 2024, respectively

( 537,089 ) ( 526,789 )

8 unchanged sentences

(In thousands)

Six Months Ended June 30,

Nine Months Ended September 30,

Operating Activities

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

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

Net income (loss) $ 627,495 $ ( 203,723 )

Adjustments to reconcile net income (loss) to cash used in operating activities:

(Income) loss from discontinued operations ( 783,725 ) 4,484

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

1 unchanged sentence

Depreciation and amortization 77,983 82,955

Deferred income taxes 32,277 ( 6,214 )

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

Stock-based compensation expense 34,772 36,620

Paid-in-kind interest 28,327 89,877

Amortization of upfront incentive consideration 28,299 25,744

Loss from discontinued operations 16,588 3,769

Amortization of debt discount and issuance costs 21,206 19,355

Deferred income taxes 6,736 ( 5,417 )

Gain on sale of assets ( 5,191 ) —

Other ( 3,317 ) 1,180

Provision for expected credit losses 3,302 3,074

Other ( 5,302 ) 1,533

Dividends received from equity method investments 1,103 1,833

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

Gain on investment fair value adjustment — ( 3,234 )

Changes in operating assets and liabilities:

12 unchanged sentences

Other investing activities ( 200 ) ( 300 )

Proceeds from sale of investment in securities — 54,834

Cash used in investing activities ( 50,352 ) ( 10,307 )

Financing Activities

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

Payments on borrowings from lenders ( 2,048,415 ) ( 194,716 )

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

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

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

Payments on borrowings under Securitization Facility ( 112,750 ) ( 58,300 )

Proceeds from borrowings under Securitization Facility 108,950 155,600

Debt prepayment fees and issuance costs ( 71,519 ) ( 50,020 )

Net payment on the settlement of equity-based awards ( 10,302 ) ( 6,605 )

Cash provided by financing activities 34,500 54,124

Net Receipts on Behalf under TSA 4,628 —

Cash (used in) provided by financing activities ( 804,408 ) 46,049

Cash Flows from Discontinued Operations

Cash used in operating activities ( 19,139 ) ( 6,687 )

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

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

Cash provided by (used in) investing activities 1,054,898 ( 3,211 )

Cash provided by (used in) discontinued operations 1,035,759 ( 9,898 )

Effect of exchange rate changes on cash, cash equivalents and restricted cash 4,385 176

Decrease in cash, cash equivalents and restricted cash ( 298,375 ) ( 35,592 )

(Decrease) increase in cash, cash equivalents and restricted cash ( 62,771 ) 20,557

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

21 unchanged sentences

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 )

Comprehensive loss — — — — — 848,744 ( 4,674 ) 249 844,319

Settlement of stock-based awards 575,948 6 — 194,436 ( 327 ) — — — ( 321 )

Stock-based compensation expense — — 9,243 — — — — — 9,243

Other — — 260 — — 1 — — 261

Balance at September 30, 2025 427,178,478 $ 4,272 $ 3,340,222 32,299,071 $ ( 537,089 ) $ ( 3,699,436 ) $ ( 74,477 ) $ 15,700 $ ( 950,808 )

Stockholders’ Deficit

16 unchanged sentences

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

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

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

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

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

See Notes to Consolidated Financial Statements.

9 unchanged sentences

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.

Recent Events— On April 27, 2025, we entered into a definitive purchase agreement with an affiliate of TPG (the “Buyer”), an unrelated party, 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 discontinued operations on our consolidated balance sheets as of 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.

8 unchanged sentences

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

Operating results for the three and 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.

Operating results for the three and nine months ended September 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.

13 unchanged sentences

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

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

The updated standard can be applied on a prospective basis, although retrospective application to all periods presented is permitted.

We plan to adopt the guidance on a prospective basis.

We have substantially evaluated the impact of adopting this standard and expect additional disclosures to be provided as required, including (1) disclosing specific categories in the effective tax rate reconciliation and (2) providing additional information for reconciling items that meet or exceed a quantitative threshold.

Additionally, we will disclose information about income taxes paid on an annual basis by jurisdictions in which income taxes paid is equal to or greater than five percent of total income taxes paid.

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

1 unchanged sentence

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

In September 2025, the FASB issued guidance regarding intangibles—goodwill and other—internal-use software, which updates the accounting and disclosures for software costs.

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

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

Revenue from Contracts with Customers

2 unchanged sentences

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

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

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

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

Account Consolidated Balance Sheet Location September 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 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.

(1) Includes contract assets of $ 4 million and $ 8 million for September 30, 2025 and December 31, 2024, respectively.

During the nine months ended September 30, 2025, we recognized revenue of approximately $ 21 million from contract liabilities that existed as of January 1, 2025.

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

2 unchanged sentences

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

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

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

2025 2024 2025 2024

3 unchanged sentences

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

For the 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.

For the nine months ended September 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 $ 14 million and $ 11 million as of September 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.

1 unchanged sentence

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

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

We recognized a pre-tax gain on sale of $ 821 million (after-tax $ 723 million) in the third quarter of 2025, which is recorded in Other, net, within discontinued operations in our consolidated statements of operations during the three and nine months ended September 30, 2025.

The assets and liabilities associated with the Hospitality Solutions business are presented as discontinued operations on our consolidated balance sheets as of 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 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 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.

Interest expense associated with the debt that was required to be repaid with the proceeds from the Hospitality Solutions Sale as well as the related loss on extinguishment of debt is classified as discontinued operations within our results of operations in all periods presented.

Debt for further details.

In connection with the closing of the Hospitality Solutions Sale, we entered into transition services agreements ("TSA") 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.

Amounts due for transition services provided to the Hospitality Solutions business under the TSA, net of direct and incremental costs to provide the services, are recorded to Other, net, within continuing operations in our consolidated statements of operations during the three and nine months ended September 30, 2025 and presented within the operating activities section of the statement of cash flows.

Service charges under the TSA were approximately $ 20 million for the three and nine months ended September 30, 2025 and cash receipts related to the TSA charges were approximately $ 13 million for the three and nine months ended September 30, 2025.

Under the TSA, we also collect funds and make payments on behalf of Hospitality Solutions.

These net receipts or payments are presented as Net Receipts (Payments) on Behalf under TSA within the financing activities section of the statement of cash flows.

Additionally, at the time of sale, Hospitality Solutions entered into certain long-term agreements with us to continue to utilize our global distribution system ("GDS") for bookings which generates revenue for us.

Consideration received under these revenue agreements has been assessed and determined to be at fair value.

Revenue earned and cash received since the closing of the Hospitality Solutions Sale related to these agreements was approximately $ 11 million and $ 3 million, respectively for both the three and nine months ended September 30, 2025.

Historically, Travel Solutions recognized inter-segment revenue for bookings generated by our Hospitality Solutions business.

Revenue that was previously eliminated but is now in our results of continuing operations was immaterial for the three months ended September 30, 2025 and $ 11 million for the three months ended September 30, 2024, and totaled $ 35 million and $ 31 million for the nine months ended September 30, 2025 and 2024, respectively.

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,

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

2025 2024 2025 2024

6 unchanged sentences

Interest expense, net ( 2,732 ) ( 14,545 ) ( 42,070 ) ( 40,276 )

Loss on extinguishment of debt ( 13,519 ) — ( 13,519 ) —

Other, net 821,330 1,207 825,019 516

Total other expense, net 805,079 ( 13,338 ) 769,430 ( 39,760 )

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

Income (loss) from discontinuing operations before income taxes 806,672 ( 1,050 ) 790,847 ( 6,450 )

Provision (benefit) for income taxes (1)

6,359 ( 335 ) 7,122 ( 1,966 )

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

Net income (loss) from discontinued operations $ 800,313 $ ( 715 ) $ 783,725 $ ( 4,484 )

______________________

(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

The following table presents the major classes of assets and liabilities from discontinued operations at December 31, 2024 related to the Hospitality Solutions business (in thousands):

December 31, 2024

Accounts receivable, net $ 53,377

Prepaid expenses and other current assets 1,204

Current assets held for sale 70,835 54,581

Current assets 54,581

Property and equipment, net of accumulated depreciation 14,614

1 unchanged sentence

Other assets, net 29,032

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

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

Long-term assets 235,802

Total assets $ 290,383

Accounts payable $ 20,687

1 unchanged sentence

Deferred revenues 11,911

Current liabilities held for sale 52,224 51,207

Current liabilities 51,207

Other noncurrent liabilities and deferred income taxes 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,

Long-term liabilities 15,989

Total liabilities $ 67,196

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

Nine Months Ended September 30,

Cash used in operating activities $ ( 19,139 ) $ ( 6,687 )

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

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

Cash provided by (used in) investing activities 1,054,898 ( 3,211 )

Cash provided by (used in) discontinued operations $ 1,035,759 $ ( 9,898 )

Non-cash additions to property and equipment $ 4,657 $ —

5 unchanged sentences

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

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,

As of September 30, 2025 and 2024, the redeemable noncontrolling interest was $ 11 million and $ 13 million, respectively.

The following table presents the changes in redeemable noncontrolling interest of a consolidated subsidiary in temporary equity during the period ended September 30, 2025 and 2024 (in thousands):

Nine Months Ended September 30,

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

1 unchanged sentence

Redeemable noncontrolling interest, end of period $ 11,300 $ 13,277

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.

For the nine months ended September 30, 2025, we recognized $ 21 million of income tax expense for continuing operations, compared to an income tax expense of $ 17 million for the nine months ended September 30, 2024.

The effective tax rate for the nine months ended September 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 a decrease in the valuation allowance due primarily to interest expense limitations, offset by loss utilization.

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

13 unchanged sentences

We develop and document our methodology used in determining the allowance for credit losses at the portfolio segment level.

Within the travel portfolio segment, we identify airlines, hoteliers and travel agencies as each presenting unique risk characteristics associated with historical credit loss patterns, and we determine the adequacy of our allowance for credit loss by assessing the risks and losses inherent in our receivables related to each.

Within the travel portfolio segment, we identify airlines, hoteliers and travel agencies as each presenting unique risk characteristics associated with historical credit loss

patterns, and we determine the adequacy of our allowance for credit loss by assessing the risks and losses inherent in our receivables related to each.

We evaluate the collectability of our receivables based on a combination of factors.

3 unchanged sentences

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

Six Months Ended

June 30, 2025

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

Nine Months Ended

September 30, 2025

Balance at December 31, 2024 $ 23,557

1 unchanged sentence

Write-offs ( 5,696 )

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

Balance at September 30, 2025 $ 21,167

As of September 30, 2025 and December 31, 2024, our outstanding debt included in our consolidated balance sheets totaled $ 4,216 million and $ 5,065 million, respectively, which are net of debt issuance costs of $ 46 million and $ 56 million, respectively, and unamortized discounts of $ 60 million and $ 100 million, respectively.

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

Rate Maturity September 30, 2025 December 31, 2024

Senior secured credit facilities:

41 unchanged sentences

(2) Represents the Reference Rate as defined below.

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

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

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

1 unchanged sentence

(5) Repaid in full on April 15, 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.

(6) Repaid in full on September 2, 2025.

We had outstanding letters of credit totaling $ 11 million and $ 13 million as of September 30, 2025 and December 31, 2024, respectively, which were secured by a $ 21 million cash collateral deposit account which is presented in restricted cash on our consolidated balance sheets as of September 30, 2025 and December 31, 2024.

The weighted average interest rate on our short-term borrowings, which include our 7.32 % senior exchangeable notes due 2026 and the current portions of the 2021 Term Loan B-1 and 2024 Term Loan B-2, is 7.35 % as of September 30, 2025.

Senior Secured Credit Facilities

2 unchanged sentences

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

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

Sabre GLBL did not receive any cash proceeds from the exchange and did not incur additional indebtedness as a

result of the Term Loan B Amendments.

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.

The remaining third-party fees have been paid as of September 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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Except for the extended maturity and new pricing terms, the 2024 Term Loans have substantially similar terms as the Existing Term Loans, including guarantees and security interests.

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, including repayments under our (i) 2021 Term Loan B-2 in the amount of $ 158 million, (ii) 2022 Term Loan B-1 in the amount of $ 164 million, (iii) 2022 Term Loan B-2 in the amount of $ 178 million, and (iv) 2024 Term Loan B-1 in the amount of $ 299 million, in accordance with the terms of the Amended and Restated Credit Agreement.

We recognized a loss on extinguishment of debt during the nine months ended September 30, 2025 of approximately $ 14 million in discontinued operations within our results of operations, primarily consisting of unamortized debt issuance cost and discount associated with these prepayments.

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

Financial Covenants

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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 June 30, 2025, we were in compliance with all covenants under the terms of the Amended and Restated Credit Agreement.

As of September 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

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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.

We did not capitalize interest during the three months ended September 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 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.

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 nine months ended September 30, 2024 of approximately $ 7 million, primarily consisting of exchange fees related to the June 2027 Notes.

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

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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.

The remaining April 2025 Notes and the September 2025 Notes matured, and were repaid in full in the second and third quarters of 2025, respectively.

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”).

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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.

We concluded that the June 2025 Refinancing represented a debt extinguishment and therefore recognized a loss on extinguishment of debt during the nine months ended September 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.

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We incurred additional fees of $ 4 million, which were funded with cash on hand.

On July 3, 2025, we repaid $ 23 million of the outstanding balance on our Securitization Facility due to the removal of receivables related to the Hospitality Solutions business.

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 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.

As of September 30, 2025 , we had $ 198 million outstanding under the Securitization Facility, consisting of $ 78 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 June 30, 2025, varies based on our leverage ratio .

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

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.

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

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

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

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 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.

As of September 30, 2025 , $ 351 million of Receivables are held as assets by Sabre Securitization, consisting of $ 343 million of accounts receivable and $ 8 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 June 30, 2025 , we were in compliance with the financial covenants of the Securitization Facility.

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

Exchangeable Notes

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

As of September 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:

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

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.

As of September 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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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

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

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

The following table sets forth the carrying value of the Exchangeable Notes as of September 30, 2025 and December 31, 2024 (in thousands):

September 30, 2025 December 31, 2024

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

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Net carrying value $ — $ 148,200 $ 182,806 $ 146,689

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,

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

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

2025 2024 2025 2024

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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 June 30, 2025, we did not have any hedge components excluded from the assessment of effectiveness.

As of September 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 six months ended June 30, 2025 and 2024, are as follows:

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

Notional Amount Interest Rate

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We designated these swaps as cash flow hedges.

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):

For the three and nine months ended September 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 September 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 September 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 June 30, 2025 December 31, 2024

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

Interest rate swaps Other accrued liabilities $ ( 1,961 ) $ ( 1,593 )

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Total $ ( 1,961 ) $ ( 2,266 )

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):

The effects of derivative instruments, net of taxes, on OCI for the three and nine months ended September 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 June 30, Six Months Ended June 30,

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

2025 2024 2025 2024

2 unchanged sentences

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

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

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

2025 2024 2025 2024

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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 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):

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

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

Fair Value at Reporting Date Using

June 30, 2025 Level 1 Level 2 Level 3

September 30, 2025 Level 1 Level 2 Level 3

Money market funds $ 392,887 $ 392,887 $ — $ —

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Derivatives for further detail.

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

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

The outstanding principal balances of our AR Facility and FILO Facility approximated their fair value as of September 30, 2025 and December 31, 2024.

The following table presents the fair value and carrying value of our senior notes and borrowings under our senior secured credit facilities as of September 30, 2025 and December 31, 2024 (in thousands):

As of September 30, 2025

As of December 31, 2024

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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 and six months ended June 30, 2025.

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

Accumulated Other Comprehensive Loss

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

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

September 30, 2025 December 31, 2024

Defined benefit pension and other postretirement benefit plans $ ( 78,651 ) $ ( 76,510 )

4 unchanged sentences

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

As of September 30, 2025, we have contributed $ 14 million to our defined benefit pension plan in 2025.

Based on current assumptions, we expect to make additional contributions of up to $ 2 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 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.

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

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

Exchangeable Notes

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

As of September 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 .

3 unchanged sentences

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 June 30, Six Months Ended June 30,

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

2025 2024 2025 2024

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

Income (loss) from continuing operations $ 48,165 $ ( 62,418 ) $ ( 156,230 ) $ ( 199,239 )

Net (loss) income attributable to noncontrolling interests ( 266 ) ( 315 ) ( 221 ) 338

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

Net income (loss) from continuing operations available to common stockholders, basic 48,431 ( 62,103 ) ( 156,009 ) ( 199,577 )

Interest expense and amortization of debt discount and issuance costs for exchangeable notes, net of tax 2,526 — — —

Net income (loss) from continuing operations available to common stockholders, diluted $ 50,957 $ ( 62,103 ) $ ( 156,009 ) $ ( 199,577 )

Basic weighted-average common shares outstanding 394,580 385,729 390,616 383,013

Dilutive effect of stock options and restricted stock awards

Dilutive effect of exchangeable notes

Diluted weighted-average common shares outstanding 429,253 385,729 390,616 383,013

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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 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.

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

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 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.

The approximate ly 42 million resulting common shares related to the Exchangeable Notes for the nine months ended September 30, 2025, and approximately 57 million resulting common shares related to the Exchangeable Notes for each of the three and nine months ended September 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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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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the High Court dismissed the case for assessment years ending March 2001 through March 2004.

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

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

If the DIT were to fully prevail on every claim against us, including SAPPL and other group companies, we could be subject to taxes, interest and penalties of approximately $ 25 million as of June 30, 2025.

The DIT also assessed taxes on a similar basis plus some additional issues for assessment years ending March 2005 through March 2016 and March 2018 through March 2021.

Appeals for these assessment years are pending before the ITAT or the High Court, depending on the year.

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 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.

As of September 30, 2025, we do not believe that an adverse outcome is probable and therefore have not made any provisions or recorded any liability for the potential resolution of any of these claims.

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 from continuing operations.

Subsequent Events

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