What changed in this filing

/stocks — the workspaceLOADING

Item 2. Management’s Discussion and Analysis

2025-11-05 compared with 2025-08-07 · 132 added, 124 removed, 357 unchanged (42% of the section changed)

17 unchanged sentences

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.

On July 3, 2025, we closed the transaction (the “Hospitality Solutions Sale”), resulting in cash proceeds of $965 million, net, which was used primarily to repay our outstanding indebtedness.

See "Liquidity and Capital Resources—Capital Resources." 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 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.

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.

In addition to the purchase agreement described above, we entered into transition services agreements ("TSA") 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 certain long-term agreements with us to continue to utilize our GDS for bookings which generates revenue for us.

Discontinued Operations and Dispositions for further details.

3 unchanged sentences

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

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.

In addition, we expect that the U.S.

government shutdown will negatively impact our air distribution volumes for the fourth quarter of 2025.

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

migrated prior to 2024;

however, beginning in the third quarter of 2025, following the anniversary of the impact of these de-migrations on our revenue, revenue for IT solutions has leveled-off relative to prior year amounts with modest growth expected for the remainder of 2025.

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.

however, given the uncertain economic environment and the leveling off of industry air distribution volume growth, we are currently evaluating measures to enhance our financial position.

See “—Recent Events Impacting Our Liquidity and Capital Resources” and “—Senior Secured Credit Facilities.” During 2023, 2024 and 2025, we refinanced portions of our debt which resulted in higher interest rates than prior years, increasing our current and future interest expense.

23 unchanged sentences

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 June 30, 2025 for trademarks and brand names.

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

7 unchanged sentences

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

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

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

2025 2024 % Change 2025 2024 % Change

5 unchanged sentences

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

We define Adjusted EBITDA as income (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, disposition-related costs, litigation costs, net, 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.

17 unchanged sentences

• other companies, including companies in our industry, may calculate Adjusted Net Loss, Adjusted EBITDA or Free Cash Flow differently, which reduces their usefulness as comparative measures.

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 June 30, Six Months Ended June 30,

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

Three Months Ended September 30, Nine Months Ended September 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 income (loss) attributable to common stockholders $ 848,744 $ (62,818) $ 627,716 $ (204,061)

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

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

(266) (315) (221) 338

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)

Acquisition-related amortization (2a)

5 unchanged sentences

(6,929) 327 (6,432) 863

Acquisition-related costs (5)

Disposition-related costs (5)

720 1,713 1,240 2,576

Litigation costs, net (6)

Indirect tax matters (7)

6 unchanged sentences

Adjusted diluted weighted-average common shares outstanding (9)

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

394,580 385,729 390,616 383,013

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

Depreciation and amortization of property and equipment (2b)

10 unchanged sentences

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

Acquisition-related costs (5)

Disposition-related costs (5)

720 1,713 1,240 2,576

Litigation costs, net (6)

Indirect tax matters (7)

4 unchanged sentences

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):

Six Months Ended June 30,

Nine Months Ended September 30,

Cash used in operating activities $ (248,155) $ (5,463)

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

Cash provided by financing activities 34,500 54,124

Six Months Ended June 30,

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

Nine Months Ended September 30,

Cash used in operating activities $ (248,155) $ (5,463)

3 unchanged sentences

(1) Net income (loss) attributable to noncontrolling interests represents an adjustment to include earnings allocated to noncontrolling interests held in (i) Sabre Travel Network Middle East of 40%, (ii) Sabre Seyahat Dagitim Sistemleri A.S.

of 40%, (iii) Sabre Travel Network Lanka (Pte) Ltd of 40%, (iv) Sabre Bulgaria of 4 0%, and (v) FERMR Holdings Limited (the direct parent of Conferma Limited) of 19%.

of 40%, (iii) Sabre Travel Network Lanka (Pte) Ltd of 40% through June 30, 2025, (iv) Sabre Bulgaria of 4 0%, and (v) FERMR Holdings Limited (the direct parent of Conferma Limited) of 19%.

(2) Depreciation and amortization expenses:

2 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, $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.

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

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

(3) Other, net includes $10 million of TSA income, net, in the current year period, a gain on the sale of assets of $5 million recognized in the current year period and a fair value loss from our investments in securities of $3 million recognized in the prior year period.

In addition, all periods presented include non-operating gains and losses as well as 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.

(4) Restructuring and other costs primarily represents charges related to the Hospitality Solutions Sale in the current year period and adjustments to charges associated with the cost reduction plan we began implementing in the second quarter of 2023, in the prior year period.

(5) Disposition-related costs represent fees and expenses incurred associated with disposition-related activities.

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

(7) Indirect tax matters represents charges associated with certain digital services taxes ("DST") related to historical periods, which may ultimately be settled in cash, and certain foreign non-income tax litigation matters.

2 unchanged sentences

(8) 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.

(9) The Adjusted diluted weighted-average common shares outstanding calculation excludes 1 million of dilutive stock options and restricted stock awards and approximately 33 million resulting common shares related to the Exchangeable Notes for the three months ended September 30, 2025, as their effect would be anti-dilutive given the net loss 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 June 30, Six Months Ended June 30,

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

2025 2024 2025 2024

10 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)

Three Months Ended June 30, 2025 and 2024

Three Months Ended June 30,

(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)

Three Months Ended September 30, 2025 and 2024

Three Months Ended September 30,

2025 2024 Change

1 unchanged sentence

Revenue $ 715,183 $ 691,300 $ 23,883 3 %

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.

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

Revenue increased $24 million, or 3%, for the three months ended September 30, 2025 compared to the same period in the prior year, primarily due to:

• a $24 million, or 4% increase in distribution revenue driven by a $16 million increase in transaction-based revenue primarily due to a 3% increase in direct billable bookings to 95 million and favorable travel supplier mix and rate impacts as well as an $8 million increase in product-based revenue;

• a $2 million increase in IT solutions revenue as a result of volume growth, offset by a $2 million decrease in license fee revenue recognized in the prior year.

Cost of revenue, excluding technology costs

Three Months Ended June 30,

Three Months Ended September 30,

2025 2024 Change

1 unchanged sentence

Cost of revenue, excluding technology costs $ 313,074 $ 294,656 $ 18,418 6 %

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.

Cost of revenue, excluding technology costs, increased $18 million, or 6% for the three months ended September 30, 2025 compared to the same period in the prior year primarily due to a $19 million increase in incentive consideration primarily due to an increase in rates, transaction mix and volume.

Technology Costs

Three Months Ended June 30,

Three Months Ended September 30,

2025 2024 Change

1 unchanged sentence

Technology costs $ 168,009 $ 189,417 $ (21,408) (11) %

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.

Technology costs decreased $21 million, or 11%, for the three months ended September 30, 2025 compared to the same period in the prior year driven by a $20 million decrease in labor and professional services primarily due to a reduction in variable-based compensation and the cost reduction plan we implemented in prior periods.

Selling, General and Administrative Expenses

Three Months Ended June 30,

Three Months Ended September 30,

2025 2024 Change

1 unchanged sentence

Selling, general and administrative $ 140,475 $ 149,386 $ (8,911) (6) %

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.

Selling, general and administrative expenses decreased $9 million, or 6%, for the three months ended September 30, 2025 compared to the same period in the prior year due to an $11 million decrease in indirect taxes and a $5 million decrease in labor and professional services primarily due to a reduction in variable-based compensation, partially offset by a $5 million increase in the provision for credit losses primarily due to the reversal of bad debt expense in the prior period and a $2 million increase in other ongoing business expenses.

Interest expense, net

Three Months Ended June 30,

Three Months Ended September 30,

2025 2024 Change

1 unchanged sentence

Interest expense, net $ 111,312 $ 113,126 $ (1,814) 2 %

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 $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.

Interest expense decreased $2 million, or 2%, during the three months ended September 30, 2025 compared to the same period in the prior year primarily due to lower principal balances as a result of the payoff of debt at maturity and lower interest incurred in connection with our debt.

Debt for further details.

Three Months Ended June 30,

Interest expense, net from continuing operations excludes interest expense associated with the debt that was required to be repaid with the proceeds from the Hospitality Solutions Sale, in all periods presented.

Three Months Ended September 30,

2025 2024 Change

1 unchanged sentence

Other, net $ (6,929) $ 327 $ (7,256) 2,219 %

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.

Other, net decreased $7 million for the three months ended September 30, 2025 compared to the same period in the prior year primarily due to $10 million of TSA income, net, associated with the Hospitality Solutions disposition and a $1 million decrease in realized and unrealized foreign currency exchange losses in the current period, partially offset by a fair value gain from our investments in securities of $2 million recognized in the prior year period and a $3 million change in other non-operating expense from prior year.

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

Provision for Income Taxes

Three Months Ended June 30,

Three Months Ended September 30,

2025 2024 Change

(Amounts in thousands)

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 .

(Benefit) provision for income taxes $ (58,546) $ 7,236 $ (65,782) (909) %

For the three months ended September 30, 2025, we recognized $59 million of income tax benefit for continuing operations, compared to an income tax expense of $7 million for the three months ended September 30, 2024.

The effective tax rate for the three 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 primarily impacted by changes in the valuation allowance, tax permanent differences and tax credits.

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

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,

Nine Months Ended September 30, 2025 and 2024

Nine Months Ended September 30,

2025 2024 Change

1 unchanged sentence

Revenue $ 2,104,458 $ 2,099,983 $ 4,475 — %

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.

Revenue increased $4 million for the nine months ended September 30, 2025 compared to the same period in the prior year, primarily due to:

• a $16 million, or 1%, increase in distribution revenue driven by a $22 million increase in product-based revenue, partially offset by a $6 million decrease in transaction-based revenue primarily due to a reduction in volume and unfavorable rate impacts;

partially offset by

• a $12 million, or 3%, 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, partially offset by a $2 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,

Nine Months Ended September 30,

2025 2024 Change

1 unchanged sentence

Cost of revenue, excluding technology costs $ 914,899 $ 880,706 $ 34,193 4 %

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.

Cost of revenue, excluding technology costs, increased $34 million, or 4%, for the nine months ended September 30, 2025 compared to the same period in the prior year, primarily due to a $35 million increase in incentive consideration due to an increase in rates and transaction mix.

Technology Costs

Six Months Ended June 30,

Nine Months Ended September 30,

2025 2024 Change

1 unchanged sentence

Technology costs $ 515,810 $ 590,051 $ (74,241) (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.

Technology costs decreased $74 million , or 13% , for the nine months ended September 30, 2025 compared to the same period in the prior year due to a $55 million decrease in labor and professional services primarily due to the cost reduction plan we implemented in prior periods and a reduction in variable-based compensation, a $16 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,

Nine Months Ended September 30,

2025 2024 Change

1 unchanged sentence

Selling, general and administrative $ 399,595 $ 433,468 $ (33,873) (8) %

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.

Selling, general and administrative expenses decreased $34 million, or 8%, for the nine months ended September 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 $10 million decrease in indirect taxes, a $7 million decrease primarily due to a sales tax refund in 2025 related to prior tax periods, a $6 million decrease due to savings related to our cloud migration, and a $1 million decrease in other ongoing business expenses.

These decreases were partially offset by a $6 million increase in labor and professional services primarily to support our growth initiatives, partially offset by a reduction in variable-based compensation.

Interest expense, net

Six Months Ended June 30,

Nine Months Ended September 30,

2025 2024 Change

1 unchanged sentence

Interest expense, net $ 332,346 $ 341,435 $ (9,089) 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.

Interest expense decreased $9 million , or 3% during the nine months ended September 30, 2025 compared to the same period in the prior year primarily due to lower principal balances as a result of the payoff of debt at maturity and 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 $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 .

We recognized a loss on extinguishment of debt of $85 million during the nine months ended September 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 nine months ended September 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,

Nine Months Ended September 30,

2025 2024 Change

1 unchanged sentence

Other, net $ (6,432) $ 863 $ (7,295) (845) %

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.

Other, net decreased $7 million for the nine months ended September 30, 2025 compared to the same period in the prior year primarily due to $10 million of TSA income, net, associated with the Hospitality Solutions disposition and a gain on the sale of assets of $5 million recognized in the current year period, partially offset by a $4 million change in other non-operating expense from prior year, a fair value gain from our investments in securities of $3 million recognized in the prior year period and a $1 million increase in realized and unrealized foreign currency exchange losses in the current period.

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

Provision for Income Taxes

Six Months Ended June 30,

Nine Months Ended September 30,

2025 2024 Change

1 unchanged sentence

Provision for income taxes $ 21,068 $ 16,564 $ 4,504 27 %

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.

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 decreased for the nine months ended September 30, 2025 as compared to the same period in 2024 primarily due to an increase in U.S.

permanent adjustments recorded in the current period, offset by various discrete items recorded in each of the respective nine month periods.

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

2 unchanged sentences

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

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

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

September 30, 2025 December 31, 2024

Cash and cash equivalents $ 661,722 $ 724,479

6 unchanged sentences

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

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

As of September 30, 2025, we had $78 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 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.

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

Liquidity Outlook

4 unchanged sentences

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.

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.

In 2024 and 2025, we refinanced and extended the maturity on portions of our debt, which increased our interest rates at the time of these transactions and reduced our liquidity due to our utilizing cash from our balance sheet.

In that time frame, we repaid debt using cash from our balance sheet of $96 million.

We used proceeds of $822 million from the sale of Hospitality Solutions to pay down debt and added approximately $135 million of cash to the balance sheet, in accordance with the terms of the Amended and Restated Credit Agreement.

In 2023 and 2024, we implemented a cost reduction plan to reposition our business to the 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.

We will continue to monitor our liquidity levels and take additional steps should we determine they are necessary.

We are currently evaluating measures to enhance our financial position, which may include implementing additional refinancings, profit improvement initiatives, and further AI and other operational efficiencies;

these actions may result in the incurrence of initial upfront costs.

We utilize cash and cash equivalents primarily to pay our operating expenses, make capital expenditures, invest in our information technology infrastructure, products and offerings, pay taxes, service our debt as it becomes due, and pay other long-term liabilities.

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 range from approximately $100 million to approximately $140 million, which we expect to be impacted by normal seasonality on a quarterly basis.

We expect the full year 2025 pro forma free cash flow to be approximately $70 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.

3 unchanged sentences

We have regularly evaluated and considered, and in the future we will continue to evaluate and consider, strategic acquisitions, divestitures, joint ventures, equity method investments, refinancing our existing debt or repurchasing our outstanding debt obligations in open market or in privately negotiated transactions or otherwise, as well as other transactions we believe may create stockholder value or enhance financial performance.

These transactions may require cash expenditures or generate proceeds and, to the extent they require cash expenditures, may be funded through a combination of cash on hand, debt or equity offerings, or asset sales.

These transactions may require cash expenditures or

generate proceeds and, to the extent they require cash expenditures, may be funded through a combination of cash on hand, debt or equity offerings, or asset sales.

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.

2 unchanged sentences

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.

We have accounted for the effects of the OBBBA in our consolidated financial statements, and certain provisions of OBBBA, such as the reinstatement of bonus depreciation, full expensing of R&D expenses, and increases in the limitation of interest deductibility, have provided a U.S.

federal cash tax benefit for 2025.

3 unchanged sentences

Capital Resources

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.

As of September 30, 2025, our outstanding debt totaled $4.2 billion, which is net of debt issuance costs and unamortized discounts of $106 million.

Currently approximately 13% of our debt, net of cash and hedging impacts from interest rates swaps, is variable and impacted by changes in interest rates.

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 second quarter of 2025, in response to the geopolitical conflict, changes in the rate of inflation, uncertainty regarding the path of U.S.

The global capital markets experienced periods of volatility throughout 2024, which has increased through the third 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.

15 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) .

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).

As of September 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 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

Following the closing of the Hospitality Solutions Sale, 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.

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 .

Senior Secured Credit Facilities

4 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.

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.

11 unchanged sentences

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.

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.

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.

12 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 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.

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

Exchangeable Notes

4 unchanged sentences

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 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.

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 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.

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 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.

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.”

Six Months Ended June 30,

Nine Months Ended September 30,

(Amounts in thousands)

1 unchanged sentence

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

Cash provided by financing activities 34,500 54,124

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

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

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

Operating Activities

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.

Cash used in operating activities totaled $248 million for the nine months ended September 30, 2025.

The $243 million decrease in operating cash flow from the same period in the prior year was primarily due to payments in June 2025 of previously paid-in-kind interest and currently accrued interest of $227 million in connection with refinancing our Senior Secured Term Loan Due 2028 and a contribution of $14 million to our defined benefit pension plan, offset by a $19 million decrease in interest payments in connection with our other debt.

Investing Activities

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.

For the nine months ended September 30, 2025, we used $59 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 nine months ended September 30, 2024, we used $65 million of cash for capital expenditures primarily related to software developed for internal use and acquired software licenses associated with our internal billing systems, partially offset by proceeds received from the sale of investment in securities of $55 million.

Financing Activities

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

For the nine months ended September 30, 2025, financing activities used $804 million.

Significant highlights of our financing activities include:

• payments of $806 million on our 2021 Term Loan B-1, 2021 Term Loan B-2, 2022 Term Loan B-1, 2022 Term Loan B-2, 2024 Term Loan B-1 and 2024 Term Loan B-2, $700 million on our Senior Secured Term Loan Due 2028, $325 million on our June 2027 Notes, $183 million on our 2025 Exchangeable Notes, $23 million on our September 2025 Notes and $10 million on our April 2025 Notes;

• 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 $72 million for debt discount and issuance costs;

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

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

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

• net payments of $4 million on borrowings on our AR Facility;

• net receipts received on behalf of Hospitality Solutions under the TSA of $5 million.

For the nine months ended September 30, 2024, financing activities provided $46 million.

Significant highlights of our financing activities include:

• proceeds of $150 million from the issuance of the 2026 Exchangeable Notes ;

• payment of $150 million on our 2025 Exchangeable Notes ;

• payment of $150 million on our then-outstanding 2025 Exchangeable Notes ;

• proceeds of $120 million from the issuance of the FILO Facility;

1 unchanged sentence

• payment of $50 million for debt discount and issuance costs;

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

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

• net payment of $23 million on borrowings on our AR Facility;

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

• net payments of $7 million from the settlement of employee stock awards.

Contractual Obligations

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

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, and in our Quarterly Report on Form 10-Q filed with the SEC on May 7, 2025, other than impacts of the debt repayments under our senior secured credit facilities and the Securitization Facility as a result of the Hospitality Solutions Sale.

We had no off balance sheet arrangements during the nine months ended September 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