What changed in this filing

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Item 8. Financial Statements and Supplementary Data

2026-02-18 compared with 2025-02-20 · 425 added, 493 removed, 1254 unchanged (42% of the section changed)

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Consolidated Statements of Operations for the Years Ended December 31, 2025, 2024 and 2023

Consolidated Statements of Other Comprehensive Loss for the Years Ended December 31, 2024, 2023 and 2022

Consolidated Statements of Other Comprehensive Income (Loss) for the Years Ended December 31, 2025, 2024 and 2023

Consolidated Balance Sheets as of December 31, 2025 and 2024

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Opinion on the Financial Statements

We have audited the accompanying consolidated balance sheets of Sabre Corporation (the Company) as of December 31, 2024 and 2023, the related consolidated statements of operations, comprehensive loss, stockholders' deficit and cash flows for each of the three years in the period ended December 31, 2024, and the related notes and financial statement schedule listed in the Index at Item 15 (collectively referred to as the “ consolidated financial statements ” ).

We have audited the accompanying consolidated balance sheets of Sabre Corporation (the Company) as of December 31, 2025 and 2024, the related consolidated statements of operations, comprehensive income (loss), stockholders' deficit and cash flows for each of the three years in the period ended December 31, 2025, and the related notes and financial statement schedule listed in the Index at Item 15 (collectively referred to as the “ consolidated financial statements ” ).

In our opinion, the consolidated financial statements present fairly, in all material respects, the financial position of the Company at December 31, 2025 and 2024, and the results of its operations and its cash flows for each of the three years in the period ended December 31, 2025, in conformity with U.S.

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We believe that our audits provide a reasonable basis for our opinion.

Critical Audit Matters

The critical audit matters communicated below are matters arising from the current period audit of the financial statements that were communicated or required to be communicated to the audit committee and that:

(1) relate to accounts or disclosures that are material to the financial statements and (2) involved our especially challenging, subjective or complex judgments.

The communication of critical audit matters does not alter in any way our opinion on the consolidated financial statements, taken as a whole, and we are not, by communicating the critical audit matters below, providing separate opinions on the critical audit matters or on the accounts or disclosures to which they relate.

Critical Audit Matter

The critical audit matter communicated below is a matter arising from the current period audit of the financial statements that was communicated or required to be communicated to the audit committee and that:

(1) relates to accounts or disclosures that are material to the financial statements and (2) involved our especially challenging, subjective or complex judgments.

The communication of the critical audit matter does not alter in any way our opinion on the consolidated financial statements, taken as a whole, and we are not, by communicating the critical audit matter below, providing a separate opinion on the critical audit matter or on the accounts or disclosure to which it relates.

Measurement of IT Solutions Revenue

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We have also evaluated the adequacy of the Company’s IT Solutions revenue disclosures included in Note 2 in relation to these revenue recognition matters.

Uncertain Tax Positions

Description of the Matter As discussed in Note 8 of the financial statements, the Company operates in the United States and multiple international jurisdictions, and its income tax returns are subject to examination by tax authorities in those jurisdictions who may challenge income tax positions on these returns.

Uncertainty in a tax position may arise because tax laws are subject to interpretation.

The Company uses significant judgment in (1) determining whether, based on the technical merits, a tax position is more likely than not to be sustained and (2) measuring the amount of tax benefit that qualifies for recognition.

As of December 31, 2024, the Company accrued liabilities of $39 million for uncertain tax positions, including penalties and interest.

Auditing management’s estimate of the amount of tax benefit that qualifies for recognition involved auditor judgment and use of tax professionals with specialized skills and knowledge to evaluate the Company’s interpretation of, and compliance with, tax laws and legal rulings across its multiple subsidiaries located in multiple taxing jurisdictions.

How We Addressed the Matter in Our Audit We obtained an understanding, evaluated the design, and tested the operating effectiveness of controls over the Company’s accounting process for uncertain tax positions.

For example, we tested controls over the Company’s assessment of the technical merits of tax positions and management’s process to measure the benefit of those tax positions.

Among other procedures performed, we involved our tax professionals to assess the technical merits of the Company’s tax positions.

This included assessing the Company’s correspondence with the relevant tax authorities and evaluating income tax opinions or other third-party advice obtained by the Company.

We also evaluated the appropriateness of the Company’s accounting for its tax positions taking into consideration relevant information, local income tax laws, and legal rulings.

We analyzed the Company’s assumptions and data used to determine the amount of tax benefit to recognize and tested the accuracy of the calculations.

We have also evaluated the adequacy of the Company’s income tax disclosures included in Note 8 in relation to these tax matters.

/s/ Ernst & Young LLP

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In our opinion, Sabre Corporation (the Company) maintained, in all material respects, effective internal control over financial reporting as of December 31, 2025, based on the COSO criteria.

We also have audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States) (PCAOB), the consolidated balance sheets of the Company as of December 31, 2024 and 2023, the related consolidated statements of operations, comprehensive loss, stockholders' deficit and cash flows for each of the three years in the period ended December 31, 2024, and the related notes and financial statement schedule listed in the Index at Item 15, and our report dated February 20, 2025 expressed an unqualified opinion thereon.

We also have audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States) (PCAOB), the consolidated balance sheets of the Company as of December 31, 2025 and 2024, the related consolidated statements of operations, comprehensive income (loss), stockholders' deficit and cash flows for each of the three years in the period ended December 31, 2025, and the related notes and financial statement schedule listed in the Index at Item 15, and our report dated February 18, 2026 expressed an unqualified opinion thereon.

Basis for Opinion

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Selling, general and administrative 557,401 575,972 582,887

Operating income (loss) 286,158 47,143 ( 261,060 )

Operating income 295,495 241,849 32,223

Other expense:

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Loss from continuing operations before income taxes ( 239,234 ) ( 267,441 ) ( 457,893 )

(Benefit) provision for income taxes ( 1,777 ) 34,729 8,666

Provision for income taxes 16,256 4,107 33,645

Loss from continuing operations ( 255,490 ) ( 271,548 ) ( 491,538 )

Income (loss) from discontinued operations, net of tax 779,452 ( 7,135 ) ( 36,402 )

Net loss ( 278,683 ) ( 527,940 ) ( 432,778 )

Net income (loss) attributable to noncontrolling interests 76 ( 332 ) 2,670

Net loss attributable to Sabre Corporation ( 278,759 ) ( 527,608 ) ( 435,448 )

Net income (loss) 523,962 ( 278,683 ) ( 527,940 )

Net (loss) income attributable to noncontrolling interests ( 655 ) 76 ( 332 )

Net income (loss) attributable to Sabre Corporation 524,617 ( 278,759 ) ( 527,608 )

Preferred stock dividends — — 14,257

Net loss attributable to common stockholders $ ( 278,759 ) $ ( 541,865 ) $ ( 456,833 )

Basic net loss per share attributable to common stockholders:

Net income (loss) attributable to common stockholders $ 524,617 $ ( 278,759 ) $ ( 541,865 )

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

Loss from continuing operations $ ( 0.65 ) $ ( 0.71 ) $ ( 1.46 )

Loss from discontinued operations — — —

Net loss per common share $ ( 0.73 ) $ ( 1.56 ) $ ( 1.40 )

Diluted net loss per share attributable to common stockholders:

Income (loss) from discontinued operations 1.99 ( 0.02 ) ( 0.10 )

Net income (loss) per common share $ 1.34 $ ( 0.73 ) $ ( 1.56 )

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

Loss from continuing operations $ ( 0.65 ) $ ( 0.71 ) $ ( 1.46 )

Loss from discontinued operations — — —

Net loss per common share $ ( 0.73 ) $ ( 1.56 ) $ ( 1.40 )

Income (loss) from discontinued operations 1.99 ( 0.02 ) ( 0.10 )

Net income (loss) per common share $ 1.34 $ ( 0.73 ) $ ( 1.56 )

Weighted-average common shares outstanding:

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SABRE CORPORATION

CONSOLIDATED STATEMENTS OF COMPREHENSIVE LOSS

CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME (LOSS)

(In thousands)

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2025 2024 2023

Net loss $ ( 278,683 ) $ ( 527,940 ) $ ( 432,778 )

Net income (loss) $ 523,962 $ ( 278,683 ) $ ( 527,940 )

Other comprehensive income (loss), net of tax:

Unrealized foreign currency translation adjustment 4,182 ( 950 ) 3,890

Realized foreign currency translation from divestiture of business ( 3,621 ) — —

Foreign currency translation adjustments ("CTA") 561 ( 950 ) 3,890

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4,418 166 ( 5,179 )

Pension settlement, net of taxes of $ — , $ — and $( 691 )

Amortization of prior service credits, net of taxes of $ — , $ — and $ 96

( 1,432 ) ( 1,432 ) ( 1,337 )

Amortization of prior service credits, net of taxes of nil in all periods ( 1,432 ) ( 1,432 ) ( 1,432 )

Amortization of actuarial losses, net of taxes of nil in all periods 2,921 2,812 2,302

Net change in retirement-related benefit plans, net of tax 5,907 1,546 ( 4,309 )

Unrealized (losses) gains, net of taxes of $ — , $ — and $( 406 )

7,170 ( 794 ) 5,658

Reclassification adjustment for realized gains, net of taxes of $ — , $ — and $ 78

( 7,094 ) ( 6,652 ) ( 1,082 )

Unrealized gains (losses), net of taxes of nil in all periods 84 7,170 ( 794 )

Reclassification adjustment for realized losses (gains), net of taxes of nil in all periods 988 ( 7,094 ) ( 6,652 )

Net change in derivatives, net of tax 1,072 76 ( 7,446 )

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Other comprehensive income (loss) 7,091 177 ( 8,191 )

Comprehensive loss ( 278,506 ) ( 536,131 ) ( 418,222 )

Comprehensive (income) loss attributable to noncontrolling interests ( 76 ) 332 ( 2,670 )

Comprehensive loss attributable to Sabre Corporation $ ( 278,582 ) $ ( 535,799 ) $ ( 420,892 )

Comprehensive income (loss) 531,053 ( 278,506 ) ( 536,131 )

Comprehensive loss (income) attributable to noncontrolling interests 655 ( 76 ) 332

Comprehensive income (loss) attributable to Sabre Corporation $ 531,708 $ ( 278,582 ) $ ( 535,799 )

See Notes to Consolidated Financial Statements.

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Prepaid expenses and other current assets 74,055 76,518

Discontinued operations — 54,581

Total current assets 1,296,038 1,163,218

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Other assets, net 254,738 272,876

Discontinued operations — 235,802

Total assets $ 4,502,128 $ 4,634,929

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Current portion of debt 245,651 230,214

Discontinued operations — 51,207

Total current liabilities 1,213,571 1,141,774

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Other noncurrent liabilities 173,172 204,041

Discontinued operations — 15,989

Long-term debt 4,103,208 4,834,776

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Operating Activities

Net loss $ ( 278,683 ) $ ( 527,940 ) $ ( 432,778 )

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

Net income (loss) $ 523,962 $ ( 278,683 ) $ ( 527,940 )

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

(Income) loss from discontinued operations ( 779,452 ) 7,135 36,402

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

Depreciation and amortization 105,920 109,521 121,217

Paid-in-kind interest 117,752 53,859 —

Stock-based compensation expense 54,567 52,015 82,872

Loss on extinguishment of debt, net 90,680 37,994 108,577

Stock-based compensation expense 45,661 49,027 46,707

Amortization of upfront incentive consideration 38,225 34,317 34,833

Amortization of debt discount and issuance costs 28,611 26,634 20,478

(Gain) loss on investment fair value adjustment ( 3,234 ) 2,400 26,000

Paid-in-kind interest 28,327 117,752 53,859

Other ( 6,264 ) 6,988 ( 3,258 )

(Gain) on sale of assets ( 5,191 ) — —

Deferred income taxes 5,134 ( 1,802 ) 19,076

Provision for expected credit losses 1,869 2,194 4,954

(Income) loss from discontinued operations — ( 308 ) 679

Gain on sale of assets and investments — — ( 180,081 )

Pension settlement charge — — 6,707

Impairment and related charges — — 5,146

Debt modification costs — — 4,905

Gain on loan converted to equity — — ( 3,568 )

(Gain) loss on investment fair value adjustment — ( 3,234 ) 2,400

Changes in operating assets and liabilities:

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Deferred revenue including upfront solution fees ( 20,003 ) ( 38,720 ) 48,181

Cash provided by (used in) operating activities 70,594 56,239 ( 276,458 )

Cash (used in) provided by operating activities ( 108,864 ) 70,249 67,369

Investing Activities

Additions to property and equipment ( 82,887 ) ( 79,527 ) ( 80,920 )

Proceeds from disposition of investments in securities and assets 54,834 — 392,268

Proceeds from sale of assets 9,267 — —

Other investing activities ( 200 ) ( 300 ) 664

Proceeds from sale of investments in securities — 54,834 —

Purchase of investments — — ( 11,200 )

Acquisitions, net of cash acquired — ( 12,021 ) ( 68,797 )

Cash (used in) provided by investing activities ( 29,614 ) ( 109,980 ) 173,977

Cash used in investing activities ( 73,820 ) ( 24,993 ) ( 91,456 )

Financing Activities

Proceeds of borrowings from lenders 1,755,104 1,530,473 1,818,581

Payments on borrowings from lenders ( 3,686,879 ) ( 1,750,740 ) ( 1,573,729 )

Proceeds from borrowings under Securitization Facility 183,500 218,600 —

Proceeds of borrowings from lenders 3,098,196 1,755,104 1,530,473

Payments on borrowings under Securitization Facility ( 123,450 ) ( 91,300 ) ( 108,600 )

Proceeds from borrowings under Securitization Facility 123,250 183,500 218,600

Debt prepayment fees and issuance costs ( 88,641 ) ( 50,325 ) ( 159,589 )

Net payment on the settlement of equity-based awards ( 10,410 ) ( 6,667 ) ( 5,535 )

Net Receipts on Behalf under TSA 2,183 — —

Dividends paid on preferred stock — — ( 16,039 )

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Other financing activities — — 4,200

Cash provided by (used in) financing activities 39,572 ( 94,219 ) ( 75,370 )

Cash (used in) provided by financing activities ( 685,751 ) 39,572 ( 94,219 )

Cash Flows from Discontinued Operations

Cash used in operating activities — ( 425 ) ( 3,259 )

Cash used in discontinued operations — ( 425 ) ( 3,259 )

Cash (used in) provided by operating activities ( 21,659 ) 345 ( 11,554 )

Cash provided by (used in) investing activities 1,050,242 ( 4,621 ) ( 18,525 )

Cash provided by (used in) discontinued operations 1,028,583 ( 4,276 ) ( 30,079 )

Effect of exchange rate changes on cash, cash equivalents and restricted cash 4,447 ( 4,278 ) 1,706

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Cash, cash equivalents and restricted cash at end of period $ 910,113 $ 745,518 $ 669,244

Cash payments for income taxes $ 18,317 $ 24,332 $ 15,620

Cash payments for interest $ 589,045 $ 382,966 $ 394,539

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Comprehensive loss — — — — — — — ( 527,608 ) ( 8,191 ) 1,160 ( 534,639 )

Preferred stock dividends (1)

Preferred stock dividend (1)

— — — — — — — ( 14,257 ) — — ( 14,257 )

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

Settlement of stock-based awards — — 5,478,793 55 375 1,450,686 ( 5,909 ) — — — ( 5,479 )

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Comprehensive loss — — — — — — — ( 278,759 ) 177 1,716 ( 276,866 )

Preferred stock dividend (1)

— — — — — — — ( 14,257 ) — — ( 14,257 )

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

Settlement of stock-based awards — — 8,839,013 88 ( 2 ) 2,476,800 ( 6,665 ) — — — ( 6,579 )

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

Comprehensive loss — — — — — — — ( 278,759 ) 177 1,716 ( 276,866 )

Comprehensive income — — — — — — — 524,617 7,091 133 531,841

Settlement of stock-based awards — — 12,612,965 127 ( 2 ) 3,539,950 ( 10,408 ) — — — ( 10,283 )

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At Sabre, we make travel happen.

We are a technology company that operates through two business segments:

(i) Travel Solutions, our global travel marketplace for travel suppliers and travel buyers, a broad portfolio of software technology products and solutions for airlines and other travel suppliers, and (ii) Hospitality Solutions, an extensive suite of leading software solutions for hoteliers.

We are a global technology company that provides a global business-to-business travel marketplace for travel suppliers and travel buyers, including a broad portfolio of software technology products and solutions for airlines.

With the disposition of our Hospitality Solutions business during 2025, we manage and report our business in one reportable segment that constitutes our consolidated results.

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 sheet 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.

Basis of Presentation

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(i) estimation for revenue recognition and multiple performance obligation arrangements, (ii) the evaluation of the recoverability of the carrying value of intangible assets and goodwill, (iii) the evaluation of uncertainties surrounding the calculation of our tax assets and liabilities, and (iv) estimation of loss contingencies.

Within our segments and results of operations, cost of revenue, excluding technology costs, primarily consists of costs associated with the delivery and distribution of our products and services, including employee-related costs for our delivery, customer operations and call center teams, transactional-related costs, including travel agency incentive consideration for reservations made on our global distribution system ("GDS") for Travel Solutions and GDS transaction fees for Hospitality Solutions, amortization of upfront incentive consideration and depreciation and amortization associated with capitalized implementation costs, and certain intangible assets.

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

Within our results of operations, cost of revenue, excluding technology costs, primarily consists of costs associated with the delivery and distribution of our products and services, including employee-related costs for our delivery, customer operations and call center teams, transactional-related costs, including travel agency incentive consideration for reservations made on our global distribution system ("GDS"), amortization of upfront incentive consideration, depreciation and amortization associated with capitalized implementation costs, and certain intangible assets, and costs such as stock-based compensation and restructuring charges (in applicable periods).

Technology costs consist of expenses related to third-party providers and employee-related costs to operate technology operations including data processing and hosting, third-party software, other costs associated with the maintenance and minor enhancement of our technology, and depreciation and amortization associated with software developed for internal use that supports our products, assets supporting our technology platform, businesses and systems and intangible assets related to technology.

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

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

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, digital services taxes ("DST"), other overhead costs, 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, and depreciation and amortization associated with property and equipment, acquired customer relationships, trademarks and brand names.

Technology costs also include costs associated with our technology transformation efforts as well as certain expenses such as stock-based compensation and restructuring charges (in applicable periods).

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, 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, and depreciation and amortization associated with property and equipment, acquired customer relationships, trademarks and brand names.

Revenue Recognition

Travel Solutions and Hospitality Solutions’ revenue recognition is primarily driven by GDS and reservation system transactions.

Revenue recognition is primarily driven by GDS and reservation system transactions.

Timing of revenue recognition is primarily based on the consistent provision of services in a stand-ready series SaaS environment, and the amount of revenue recognized varies with the volume of transactions processed.

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The transaction price is allocated to each performance obligation and recognized as revenue when, or as, the performance obligation is satisfied.

Most of our contracts for GDS services and

central reservation system services for Hospitality Solutions have a single stand-ready series performance obligation.

For Travel Solutions' IT Solutions revenue, many of our contracts may have multiple performance obligations, which generally include software and product solutions through SaaS and hosted delivery, and other service fees.

Most of our contracts for GDS services have a single stand-ready series performance obligation.

For IT Solutions revenue, many of our contracts may have multiple performance obligations, which generally include software and product solutions through SaaS and hosted delivery, and other service fees.

We also evaluate performance obligations across multiple agreements when entered into with the same customer at or near the same time.

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Additionally, 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 of the transaction price, including any changes to our assessment of whether an estimate of variable consideration is constrained.

Travel Solutions —Travel Solutions generates distribution revenue for bookings made through our GDS (e.g., Air, and Lodging, Ground and Sea ("LGS")).

Transactional revenue

We generate distribution revenue for bookings made through our GDS (e.g., Air, and Lodging, Ground and Sea ("LGS")).

GDS services link and engage transactions between travel agents and travel suppliers.

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Cancellations prior to the day of departure are estimated based on historical and expected levels of cancellation rates, adjusted to take into account any recent factors which could cause a change in those rates.

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

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

Reservation system revenue is primarily generated based on the number of passengers boarded.

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In the context of both our reservation systems and our commercial and operations products, upfront solutions fees are recognized primarily on a straight-line basis over the relevant contract term, upon cut-over of the primary SaaS solution.

Hospitality Solutions —Hospitality Solutions provides technology solutions and other professional services, through SaaS and hosted delivery models, to hoteliers around the world.

Generally, customers are charged an upfront solutions fee and a recurring usage-based fee for the use of the software, which represents a stand-ready series performance obligation where our systems perform the same service each day for the customer, based on the customer’s level of usage.

Upfront solutions fees are recognized primarily on a straight-line basis over the relevant contract term, upon cut-over of the primary SaaS solution.

Contract Assets and Deferred Customer Advances and Discounts

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Contract assets and deferred customer advances and discounts are reviewed for recoverability on a periodic basis based on a review of impairment indicators, future contracted revenues and estimated direct costs of the contract when a significant event occurs that could impact the recoverability of the assets, such as a significant contract modification or early renewal of contract terms.

For the year ended December 31, 2024, we recorded an impairment of $ 1 million related to these assets.

For the years ended December 31, 2023 and 2022, we did not impair any of these assets as a result of the related contract becoming uncollectible, modified or canceled.

Impairment related to these assets as a result of the related contract becoming uncollectible, modified or canceled were immaterial for each of the years ended December 31, 2025, 2024 and 2023.

Contracts are priced to generate total revenues over the life of the contract that exceed any discounts or advances provided and any upfront costs incurred to implement the customer contract.

Other revenue recognition patterns

Travel Solutions also provides other services including development labor or professional consulting.

These services can be sold separately or with other products and services, and Travel Solutions may bundle multiple technology solutions in one arrangement with these other services.

We also provide other services including development labor or professional consulting.

These services can be sold separately or with other products and services, and we may bundle multiple technology solutions in one arrangement with these other services.

Revenue from other services consisting of development services that represent minor configuration or professional consulting is generally recognized over the period the services are performed or upon completed delivery.

Travel Solutions also directly licenses certain software to its customers where the customer obtains on-site control of the license.

We also collect subscription fees which are recognized over the term of the contract.

We also directly license certain software to our customers where the customer obtains on-site control of the license.

Revenue from software license fees is recognized when the customer gains control of the software enabling them to directly use the software and obtain substantially all of the remaining benefits.

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As our market strategies evolve, we may modify pricing practices in the future which could result in changes to SSP.

Revenue recognition from our Travel Solutions business requires significant judgments such as identifying distinct performance obligations including estimating the total contract consideration and allocating amounts to each distinct performance obligation, determining whether variable pricing within a contract meets the allocation objective, assessing revenue for constraint and forecasting future volumes.

Revenue recognition from our business requires significant judgments such as identifying distinct performance obligations including estimating the total contract consideration and allocating amounts to each distinct performance obligation, determining whether variable pricing within a contract meets the allocation objective, assessing revenue for constraint and forecasting future volumes.

For a small number of our contracts, we are required to forecast volumes as a result of pricing variability within the contract in order to calculate the rate for revenue recognition.

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Deferred charges related to such contracts are recorded in other assets, net on the consolidated balance sheets.

The service contracts are priced so that the additional airline and other booking fees generated over the life of the contract will exceed the cost of the incentive consideration provided.

The service contracts are priced so that the airline and other booking fees generated over the life of the contract will exceed the cost of the incentive consideration provided.

Incentive consideration paid to the travel agency represents a commission paid to the travel agency for booking travel on our GDS.

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Restricted Cash

Restricted cash primarily includes $ 21 million of cash collateral for standby letters of credit associated with guarantees related to our bilateral letter of credit facility issued in conjunction with our Senior Secured Credit Facility and $ 98 million of cash restricted for purposes of redeeming the 8.625 % senior secured notes due 2027, in 2026, which is subject to an irrevocable satisfaction and discharge agreement with the trustee.

Debt for additional information.

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Contract assets and long-term receivables are reviewed for recoverability on a periodic basis based on a review of subjective factors and trends in collection data including the aging of our trade receivable balances with these customers and expectations of future global economic growth.

Our credit risk is mitigated with carriers who use the Airline Clearing House or other similar clearing houses (“ACH”) and other similar clearing houses, as ACH requires participants to deposit certain balances into their demand deposit accounts by certain deadlines, which facilitates a timely settlement process.

Our credit risk is mitigated with carriers who use the Airline Clearing House or other similar clearing houses (“ACH”), as ACH requires participants to deposit certain balances into their demand deposit accounts by certain deadlines, which facilitates a timely settlement process.

For those carriers from which we do not collect payments through the ACH, our credit risk is higher.

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

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

The estimate of credit losses is developed by analyzing historical twelve-month collection rates and assumes that economic and credit conditions existing at the balance sheet date would remain unchanged over the remaining contractual life of these assets.

Receivables are considered to be delinquent when contractual payment terms are exceeded.

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Receivables are written off against the allowance when it is probable that all remaining contractual payments will not be collected as evidenced by factors such as the extended age of the balance, the exhaustion of collection efforts, and the lack of ongoing contact or billing with the customer.

We maintained an allowance for credit losses of approximately $ 26 million, $ 34 million and $ 39 million at December 31, 2024, 2023 and 2022, respectively.

We maintained an allowance for credit losses of approximately $ 18 million and $ 24 million at December 31, 2025 and 2024, respectively.

Credit Losses for further considerations involved in the development of this estimate.

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During the years ended December 31, 2025, 2024 and 2023, we capitalized $ 81 million, $ 61 million, and $ 71 million, respectively, related to software developed for internal use.

We also evaluate the useful lives of these assets on an annual basis and test for impairment whenever events or changes in circumstances indicate that the carrying amount of the assets used in combination to generate cash flows largely independent of other assets may not be recoverable.

of other assets may not be recoverable.

We did not record any property and equipment impairment charges for the years ended December 31, 2025 and 2024.

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We utilize third-party appraisal firms to assist us in determining the fair value of a reporting unit as part of performing the quantitative assessment.

We have two reporting units associated with our continuing operations:

Travel Solutions and Hospitality Solutions.

We have one reporting unit associated with our continuing operations.

We did not record any goodwill impairment charges for the years ended December 31, 2025, 2024 and 2023.

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zo.o, and a voting interest of 20 % in Asiana Sabre, Inc.

The carrying value of these equity method investments in joint ventures amounts to $ 19 million as of December 31, 2024 and 2023.

The carrying value of these equity method investments in joint ventures amounts to $ 20 million and $ 19 million as of December 31, 2025 and 2024, respectively.

Contract Acquisition Costs and Capitalized Implementation Costs

We incur contract acquisition costs related to new contracts with our customers in the form of sales commissions based on estimated contract value for our Travel Solutions and Hospitality Solutions businesses.

We incur contract acquisition costs related to new contracts with our customers in the form of sales commissions based on estimated contract value.

These costs are capitalized and reviewed for impairment on an annual basis.

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Adoption of New Accounting Standards

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

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

We adopted this standard as of December 31, 2024.

Segment Information for more information on the impacts from adoption.

Recent Accounting Pronouncements

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

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

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

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

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

We adopted this standard on a prospective basis as of December 31, 2025.

Income Taxes for more information on the impacts from adoption.

In July 2025, the FASB issued updated guidance to simplify the application of the current expected credit loss (“CECL”) model for certain short-duration financial assets.

The standard is effective for fiscal years beginning after December 15, 2025, including interim periods within those fiscal years, with early adoption permitted.

We early adopted this standard for the year ended December 31, 2025, including the application of the practical expedient related to the estimation of expected credit losses for current accounts receivable and current contract assets.

The adoption had no impact on our financial statements.

Recent Accounting Pronouncements

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

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

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

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

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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.

During the year ended December 31, 2022, we recorded an impairment of $ 5 million on our unbilled receivables due to the expected impact of Russian legislation and related regulations enacted during the year on the future recoverability of these assets.

We evaluate collectability of our accounts receivable based on a combination of factors and record reserves as described further in Note 9.

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553,993 571,226 585,033

Total Travel Solutions 2,744,844 2,642,077 2,311,275

SynXis Software and Service 299,184 275,017 227,301

Other 27,635 29,152 27,319

Total Hospitality Solutions 326,819 304,169 254,620

Eliminations ( 42,098 ) ( 38,508 ) ( 28,880 )

Total Sabre Revenue $ 2,770,983 $ 2,744,845 $ 2,642,077

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We estimate future cancellations using the expected value approach at the end of each reporting period based on the number of undeparted bookings, expected cancellations and an estimated rate.

Our cancellation reserve is sensitive to our estimate of bookings that we expect will eventually travel, as well as to the mix of those bookings between domestic and international, given the varying rates paid by airline suppliers.

Assumptions used in our cancellation reserve include our estimate of bookings that we expect will eventually travel, as well as to the mix of those bookings between domestic and international, given the varying rates paid by airline suppliers.

Our air booking cancellation reserve totaled $ 13 million and $ 11 million as of December 31, 2025 and 2024, respectively.

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We incur contract implementation costs to implement new customer contracts under our SaaS revenue model .

We periodically assess contract costs for recoverability, and our assessment did not result in any material impairments for the years ended December 31, 2024 and 2023.

We periodically assess contract costs for recoverability, and our assessment did not result in any material impairments for the years ended December 31, 2025

Summary of Business and Significant Accounting Policies for an overview of our policy for capitalization of acquisition and implementation costs.

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Ending balance $ 47,485 $ 50,365

Acquisitions and Dispositions

In August 2022, we completed the acquisition of Conferma Limited ("Conferma"), a virtual payments technology company, to expand our investment in technology for the payments ecosystem in the travel industry .

We ac quired all of the outstanding stock and ownership interest of Conferma through the exercise of a call option, for net cash of $ 62 million and the conversion of a pre-existing loan receivable into share capital of $ 11 million.

We recognized a gain of approximately $ 4 million upon conversion of the loan for the difference between the carrying value and fair valu e of the loan, which is recorded to Other, net within our results of operations.

Conferma is part of our Travel Solutions segment.

The purchase price allocation was finalized in August 2023, and no additional adjustments were recorded since December 31, 2022.

In February 2023, we sold 19 % of the share capital of the direct parent company of Conferma to a third party for proceeds of $ 16 million resulting in a non-controlling interest from that date.

Redeemable Noncontrolling Interest for further details.

AirCentre Disposition

On October 28, 2021, we announced that we entered into an agreement with a third party to sell our suite of flight and crew management and optimization solutions, which represents our AirCentre airline operations portfolio.

On February 28, 2022, we completed the sale of AirCentre to a third party for net cash proceeds of $ 392 million.

The operating results of AirCentre are included within Travel Solutions for all periods presented through the date of sale.

The net assets of AirCentre disposed of primarily included goodwill of $ 146 million, working capital of $ 34 million, and other assets, net of $ 25 million.

We recorded a pre-tax gain on sale of approximately $ 180 million (after-tax $ 112 million ) in Other, net in our consolidated statements of operations for the year ended December 31, 2022.

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 $ 965 million, net.

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 $ 822 million (after-tax $ 724 million) in the third quarter of 2025, which is recorded in other, net , within discontinued operations in our consolidated statements of operations during the year ended December 31, 2025.

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

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 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.

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 year ended December 31, 2025 and presented within the operating activities section of the statement of cash flows.

Service charges under the TSA were approximately $ 39 million for the year ended December 31, 2025 and cash receipts related to the charges were approximately $ 33 million for the year ended December 31, 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 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 $ 25 million and $ 18 million, respectively for the year ended December 31, 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 $ 35 million and $ 42 million for the years ended December 31, 2025 and 2024, respectively.

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

Year Ended December 31,

2025 2024 2023

Revenue $ 174,317 $ 326,819 $ 304,168

Cost of revenue, excluding technology costs 84,732 150,562 151,874

Technology costs 41,991 85,249 85,870

Selling, general and administrative 27,025 46,698 51,750

Operating income 20,569 44,310 14,674

Other expense:

Interest expense, net ( 42,070 ) ( 56,368 ) ( 51,281 )

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

Other, net 825,247 ( 960 ) 897

Total other expense, net 769,658 ( 57,328 ) ( 50,384 )

Income (loss) from discontinued operations before income taxes 790,227 ( 13,018 ) ( 35,710 )

Provision (benefit) for income taxes (1)

10,775 ( 5,883 ) 692

Net income (loss) from discontinued operations $ 779,452 $ ( 7,135 ) $ ( 36,402 )

______________________

(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 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 54,581

Property and equipment, net of accumulated depreciation 14,614

Goodwill and intangibles 192,156

Other assets, net 29,032

Long-term assets 235,802

Total assets $ 290,383

Accounts payable $ 20,687

Other accrued liabilities and accrued compensation 18,609

Deferred revenues 11,911

Current liabilities 51,207

Other noncurrent liabilities and deferred income taxes 15,989

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 years ended December 31, 2025 and 2024 (in thousands):

Year Ended December 31,

2025 2024 2023

Cash (used in) provided by operating activities $ ( 21,659 ) $ 345 $ ( 11,554 )

Cash provided by (used in) investing activities 1,050,242 ( 4,621 ) ( 18,525 )

Cash provided by (used in) discontinued operations $ 1,028,583 $ ( 4,276 ) $ ( 30,079 )

Redeemable Noncontrolling Interest

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

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

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

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As of December 31, 2025 and 2024, the redeemable noncontrolling interest was $ 12 million and $ 13 million, respectively.

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

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

Year Ended December 31,

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

Proceeds from sale of redeemable noncontrolling interest — 16,000

Net loss attributable to redeemable noncontrolling interest ( 871 ) ( 1,447 )

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Restructuring Activities

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

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

We do not expect additional restructuring charges associated with these activities to be significant as all activities associated with this plan are substantially complete as of December 31, 2024.

Since the second quarter of 2023, we have incurred costs of $ 83 million in connection with this business plan.

These restructuring costs are comprised of $ 77 million that has been or will be paid in cash for severance and related benefits costs and $ 6 million paid related to other restructuring costs.

During the twelve months ended December 31, 2024, we recorded $ 19 million in additional severance and related benefits costs, of which $ 1 million is recorded within cost of revenue, excluding technology costs, $ 13 million is recorded within technology costs and $ 5 million is recorded within selling, general and administrative costs within our consolidated statement of operations.

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

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

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

Year Ended December 31, 2024 Year Ended December 31, 2023

Balance as of January 1 $ 17,288 $ —

Charges 19,379 64,247

Cash payments ( 16,941 ) ( 48,189 )

Non-cash adjustments ( 9,774 ) 1,230

Balance as of December 31 $ 9,952 $ 17,288

We have announced that we are implementing a program in 2026, designed to offset normal inflationary pressures over the next two to three years, with the goal of keeping technology costs and selling, general and administrative costs relatively flat when compared to 2025.

In connection with these efforts, we accrued restructuring costs within our consolidated statement of operations during the year ended December 31, 2025, primarily associated with our workforce.

We expect to record additional restructuring charges associated with these activities in 2026, and currently estimate the total costs to be $ 65 million, primarily associated with our workforce.

During the year ended December 31, 2025, we accrued $ 51 million in connection with this program, of which $ 7 million is recorded within cost of revenue, excluding technology costs , $ 21 million is recorded within technology costs and $ 23 million is recorded within selling, general and administrative costs within our consolidated statement of operations.

These restructuring costs are primarily comprised of amounts that will be paid in cash for severance and related benefits costs.

Goodwill and Intangible Assets

Changes in the carrying amount of goodwill during the years ended December 31, 2025 and 2024 are as follows (in thousands):

Solutions Hospitality

Balance as of December 31, 2023

Acquired — 9,436 9,436

Adjustments (1)

2,516 — 2,516

Balance as of December 31, 2024

Adjustments (1)

( 1,101 ) — ( 1,101 )

Balance as of December 31, 2025

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Trademarks and brand names 315,630 ( 197,005 ) 118,625 315,563 ( 186,376 ) 129,187

Reacquired rights — — — 113,500 ( 113,500 ) —

Purchased technology 380,867 ( 373,936 ) 6,931 379,972 ( 371,748 ) 8,224

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24,600 ( 24,600 ) — 24,600 ( 24,600 ) —

Non-compete agreements 1,700 ( 1,700 ) — 13,953 ( 13,953 ) —

Total intangible assets $ 1,677,190 $ ( 1,392,308 ) $ 284,882 $ 1,675,935 $ ( 1,360,650 ) $ 315,285

Amortization expense relating to intangible assets subject to amortization totaled $ 38 million, $ 40 million and $ 51 million for the years ended December 31, 2024, 2023 and 2022, respectively.

Amortization expense relating to intangible assets subject to amortization totaled $ 31 million for the year ended December 31, 2025 and $ 33 million for each of the years ended December 31, 2024 and 2023.

Estimated amortization expense related to intangible assets subject to amortization for each of the five succeeding years and beyond is as follows (in thousands):

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Prepaid Expenses $ 38,270 $ 37,629

Investment in securities (1)

Value added tax receivable 21,766 26,659

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Prepaid expenses and other current assets $ 74,055 $ 76,518

______________________

(1) See Note 12.

Fair Value Measurements for further detail.

Property and Equipment, Net

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Long-term trade unbilled receivables (2)

20,531 20,265

Other 67,351 59,218

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Total deferred 5,134 ( 1,802 ) 19,076

Total (benefit) provision for income taxes $ ( 1,777 ) $ 34,729 $ 8,666

The provision for income taxes relating to continuing operations differs from amounts computed at the statutory federal income tax rate as follows:

Total provision for income taxes $ 16,256 $ 4,107 $ 33,645

The provision for income taxes relating to continuing operations differs from amounts computed at the statutory federal income tax rate for the year ended December 31, 2025 as follows (in thousands, except percentages):

Year Ended December 31, 2025

federal statutory tax rate $ ( 50,239 ) 21.0 %

State and local income tax, net of federal (national) income tax effect (1)

1,859 ( 0.8 )%

Foreign tax effects

United Kingdom 7,180 ( 3.0 )%

Free trade zone incentives ( 12,326 ) 5.2 %

Other 2,148 ( 0.9 )%

Other foreign jurisdictions ( 9,551 ) 4.0 %

Effect of cross-border tax laws

Branch income or loss 7,111 ( 3.0 )%

Global intangible low-tax income 12,929 ( 5.4 )%

Subpart F income inclusion 10,209 ( 4.3 )%

Dividend received deduction ( 5,611 ) 2.3 %

Other 943 ( 0.4 )%

Research tax credit ( 10,794 ) 4.5 %

Changes in valuation allowances 73,071 ( 30.5 )%

Changes in unrecognized tax benefits ( 4,674 ) 2.0 %

Other adjustments ( 5,999 ) 2.5 %

Effective tax rate $ 16,256 ( 6.8 )%

______________________

(1) Florida, Massachusetts, Oklahoma, and Illinois represent the majority (greater than 50%) of the tax effect in this category.

The provision for income taxes relating to continuing operations differs from amounts computed at the statutory federal income tax rate for the years ended December 31, 2024 and 2023 is as follows:

Year Ended December 31,

Income tax provision at statutory federal income tax rate $ ( 56,163 ) $ ( 96,157 )

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taxing jurisdictions, net ( 6,783 ) ( 4,823 )

Goodwill — — 24,590

Base erosion and anti-abuse tax 5,310 9,818

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Total (benefit) provision for income taxes $ 4,107 $ 33,645

Cash paid for income taxes, net of refunds received, by jurisdiction for the year ended December 31, 2025 is as follows (in thousands):

Year Ended December 31, 2025

Federal $ 5,200

Other Foreign Jurisdictions 2,602

Cash paid for income taxes, net of refunds received $ 14,906

Cash paid for income taxes was $ 18 million and $ 24 million for the years ended December 31, 2024 and 2023, respectively.

The components of our deferred tax assets and liabilities are as follows:

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Deferred tax assets:

Tax loss carryforwards $ 440,187 $ 400,634

Interest expense carryforwards $ 355,202 $ 251,985

Software developed for internal use 159,172 198,354

Tax loss carryforwards 140,844 188,202

Tax credit carryforwards 103,103 96,135

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Deferred revenue 19,509 27,320

Bond discounts — 18,132

Lease liabilities 13,057 14,803

Pension obligations 11,087 16,688

Suspended loss 14,723 14,737

Pension obligations 7,389 11,087

Accrued expenses 6,413 10,901

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Investment in partnership ( 10,632 ) ( 10,345 )

Depreciation and amortization ( 3,255 ) ( 2,970 )

Bond discounts ( 10,346 ) ( 2,078 )

Depreciation and amortization ( 3,388 ) ( 3,255 )

Total deferred tax liabilities ( 141,972 ) ( 152,269 )

Valuation allowance (1)

( 737,391 ) ( 727,805 )

Net deferred tax liability (2)

$ ( 32,740 ) $ ( 29,129 )

______________________

(1) The change in the valuation allowance includes movement for both continuing operations and discontinued operations.

(2) The deferred balances as of the year ended December 31, 2024 are inclusive of the discontinued operations net deferred tax liability of $ 7 million.

We do not consider undistributed foreign earnings to be indefinitely reinvested as of December 31, 2025, with certain limited exceptions and have not, in those cases, recorded corresponding deferred taxes.

We consider the undistributed capital investments in most of our foreign subsidiaries to be indefinitely reinvested as of December 31, 2025, and have not provided deferred taxes on any outside basis differences.

The determination of the liability for the undistributed capital investments is not practicable.

As of December 31, 2025, we have U.S.

federal NOL carryforwards of approximately $ 170 million, which primarily have an indefinite carryforward period.

Additionally, we have research tax credit carryforwards of approximately $ 71 million, which will expire between 2027 and 2044.

federal research tax credit carryforwards of approximately $ 73 million, which will expire between 2038 and 2045.

U.S federal NOL carryforwards are forecast to be utilized with the filing of the 2025 U.S.

federal tax return.

There are no U.S.

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The ultimate realization of deferred tax assets is dependent upon future taxable income during the periods in which those temporary differences become deductible.

assessing the need for a valuation allowance, all positive and negative evidence is analyzed, including our ability to carry back NOLs to prior periods, the reversal of deferred tax liabilities, tax planning strategies and projected future taxable income.

When assessing the need for a valuation allowance, all positive and negative evidence is analyzed, including our ability to carry back NOLs to prior periods, the reversal of deferred tax liabilities, tax planning strategies and projected future taxable income.

Significant losses related to COVID-19 resulted in a three-year cumulative loss in certain jurisdictions, which represents significant negative evidence regarding the ability to realize deferred tax assets.

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It is our policy to recognize penalties and interest accrued related to income taxes as a component of the provision for income taxes from continuing operations.

During the year ended December 31, 2024, we recognized a benefit of $ 4 million, and during the years ended December 31, 2023, and 2022, we recognized an expense of $ 12 million, and $ 1 million, respectively, related to interest and penalties.

During the year ended December 31, 2025, we recognized a benefit of $ 2 million, and

during the years ended December 31, 2024, and 2023, we recognized an expense of $ 4 million, and $ 12 million, respectively, related to interest and penalties.

As of December 31, 2025 and 2024, we had a liability, including interest and penalties, of $ 48 million and $ 53 million, respectively, for uncertain tax positions, including cumulative accrued interest and penalties of approximately $ 8 million and $ 10 million, respectively.

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As of December 31, 2025, 2024, and 2023, the amount of uncertain tax positions that, if recognized, would impact the effective tax rate was $ 40 million, $ 25 million, and $ 37 million, respectively.

It is reasonably possible that $ 1 million in uncertain tax positions may be resolved in the next twelve months, due to statute of limitations expiration.

In the normal course of business, we are subject to examination by taxing authorities throughout the world.

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India 2003 - forward

Uruguay 2019 - forward

Federal 2020 - forward

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Write-offs ( 9,492 )

Other ( 243 )

Balance at December 31, 2024 23,557

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Write-offs ( 7,540 )

Other ( 278 )

Balance at December 31, 2025 $ 17,953

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November 2029 74,250 75,000

Senior Secured Term Loan Due 2028 RR (2) + 1.75 % (3)

2025 Term Loan B-1 S (1) + 6.25 %

July 2029 288,240 —

2025 Term Loan B-2 S (1) + 6.25 %

July 2029 86,760 —

2028 Term Loan RR (2) + 1.75 % (3)

December 2028 — 871,611

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10.75 % November 2029 445,715 824,714

11.125 % senior secured notes due 2030

11.125 % July 2030 1,325,000 —

10.75 % senior secured notes due 2030

10.75 % March 2030 469,802 —

11.125 % senior secured notes due 2029

11.125 % June 2029 1,000,000 —

Face value of total debt outstanding 4,532,032 5,220,920

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(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.

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

We had outstanding letters of credit totaling $ 13 million and $ 12 million as of December 31, 2024 and 2023, respectively, which were secured by a $ 21 million cash collateral deposit account.

The weighted average interest rate on our short-term borrowings, which include our 9.25 % senior secured notes due 2025, 4.00 % senior exchangeable notes due 2025, 7.375 % senior secured notes due 2025 and the current portions of the 2021 Term Loan B-1, 2022 Term Loan B-1, 2024 Term Loan B-1 and 2024 Term Loan B-2, is 4.92 % as of December 31, 2024.

We had outstanding letters of credit totaling $ 11 million and $ 13 million as of December 31, 2025 and 2024, respectively.

The outstanding letters of credit were secured by a $ 21 million cash collateral deposit account which is presented in restricted cash on our consolidated balance sheets as of December 31, 2025 and 2024.

The weighted average interest rate on our short-term borrowings, which include our 7.32 % senior exchangeable notes due 2026, 8.625 % senior secured notes due 2027, 11.25 % senior secured notes due 2027 and the current portions of the 2025 Term Loan B-1, 2025 Term Loan B-2 and 2024 Term Loan B-2, is 7.88 % as of December 31, 2025.

Interest is accrued in other accrued liabilities in our consolidated balance sheets.

As of December 31, 2025 and 2024 we had $ 111 million and $ 43 million, respectively, of accrued interest within other current liabilities on our consolidated balance sheets.

Senior Secured Credit Facilities

Refinancing Transactions

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

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

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

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

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

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

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

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

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

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

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 then-existing Term Loan B credit facility under the Amended and Restated Credit Agreement.

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

We incurred third-party fees of approximately $ 10 million plus $ 14 million of accrued and unpaid interest, of which $ 9 million and $ 14 million were paid in cash, respectively, during the year ending December 31, 2024, and $ 1 million of third-party fees will be paid subsequent to December 31, 2024.

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

The remaining third-party fees have been paid as of December 31, 2025.

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

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

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

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

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

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

Except for the extended maturity and new pricing terms, the 2024 Term Loans have substantially similar terms as the then-existing term loans, including guarantees and security interests.

On December 9, 2025, we entered into a tenth and eleventh amendment (together, the “2025 Term Loan B Amendments”) to the Amended and Restated Credit Agreement dated pursuant to which Sabre GLBL agreed to exchange $ 347 million of the existing senior secured term loans (the “Existing Term Loans”) for $ 375 million of new senior secured term loans maturing on July 30, 2029 (the “2025 Term Loans”).

The 2025 Term Loan B Amendments included the application of the proceeds of a new $ 288 million and $ 87 million term loan “B” facility (the “2025 Term Loan B-1” and the”2025 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 $ 347 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.

We incurred third-party fees of approximately $ 5 million plus $ 2 million of accrued and unpaid interest,which were paid in cash, during the year ending December 31, 2025.

We determined that the Term Loan B Amendments represent a debt modification and therefore we expensed all $ 5 million of third-party costs, to other, net in our consolidated statements of operations for the year ended December 31, 2025 and are included in cash flow from operations as paid.

The 2025 Term Loan B-1 and 2025 Term Loan B-2 mature on July 30, 2029.

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

The 2025 Term Loans bear interest at term SOFR, plus an applicable margin of 625 basis points, or at base rate, plus an applicable margin of 525 basis points.

The term SOFR for the 2025 Term Loans is subject to a floor of 0.50 % per annum and the base rate is subject to a floor of 1.50 % per annum.

Except for the extended maturity and new pricing terms, the 2025 Term Loans have substantially similar terms as the Existing Term Loans, including guarantees and security interests.

On December 24, 2025, $ 233 million of our 2021 Term Loan B-1, $ 146 million of our 2021 Term Loan B-2, $ 135 million of our 2022 Term Loan B-1 and $ 113 million of our 2022 Term Loan B-2 was paid off with a portion of the proceeds borrowed under the 2025 Pari Passu Loan Agreement (as defined below).

In connection with these paydowns, we recognized a loss on extinguishment of debt during the year ended December 31, 2025 of approximately $ 5 million, consisting of the write off of unamortized discount of $ 4 million and unamortized debt issuance costs of $ 1 million.

Principal Payments

The 2021 Term Loan B-1 and the 2021 Term Loan B-2 mature on December 17, 2027 and require principal payments in equal quarterly installments of 0.25 % through to the maturity date on which the remaining balance is due.

As required under the terms of the credit facility, we used proceeds of $ 16 million from the sale of AirCentre assets to pay down the principal on the 2021 Term Loan B-2 in May 2023.

We also used proceeds of $ 6 million from the issuance of the Senior Secured Term Loan due 2028 to pay down the principal on the 2021 Term Loan B-1 and the 2021 Term Loan B-2 in June 2023.

These payments resulted in the deferral of principal payments of the 2021 Term Loan B-1 and the 2021 Term Loan B-2 until June 2024 and March 2026, respectively.

The 2022 Term Loan B-1 and the 2022 Term Loan B-2 mature on June 30, 2028 and require principal payments in equal quarterly installments of 0.25 % through to the maturity date on which the remaining balance is due.

We also used proceeds of $ 6 million from the issuance of the 2028 Term Loan (as defined below) to pay down the principal on the 2021 Term Loan B-1 and the 2021 Term Loan B-2 in June 2023.

As required under the terms of the credit facility, we used proceeds of $ 158 million from the sale of Hospitality Solutions to pay down the principal on the 2021 Term Loan B-2 in July 2025.

These payments resulted in the deferral of principal payments of the 2021 Term Loan B-1 and the 2021 Term Loan B-2 until June 2024 and maturity, respectively.

In December 2025, we paid off all remaining principal balances associated with the 2021 Term Loan B-1 and the 2021 Term Loan B-2.

As required under the terms of the credit facility, we used proceeds of $ 32 million from the sale of AirCentre assets to pay down the principal on the 2022 Term Loan B-1 and 2022 Term Loan B-2 in May 2023.

In addition, we repurchased $ 10 million of the 2022 Term Loan B-2 using the proceeds from the issuance of Senior Secured Term Loan due 2028 in June 2023.

These principal payments resulted in the deferral of principal payments of 2022 Term Loan B-1 and 2022 Term Loan B-2 until September 2025 and March 2027, respectively.

2024 Term Loan B-1 and 2024 Term Loan B-2 mature on November 15, 2029 and require principal payments in equal quarterly installments of 0.25 % through the maturity date on which the remaining balance is due.

In addition, we repurchased $ 10 million of the 2022 Term Loan B-2 using the proceeds from the issuance of 2028 Term Loan (as defined below) in June 2023.

As required under the terms of the credit facility, we used proceeds of $ 164 million and $ 178 million from the sale of Hospitality Solutions to pay down the principal on the 2022 Term Loan B-1 and 2022 Term Loan B-2, respectively, in July 2025.

These principal payments resulted in the deferral of principal payments of 2022 Term Loan B-1 and 2022 Term Loan B-2 until maturity.

In December 2025, we paid off all remaining principal balances associated with the 2022 Term Loan B-1 and the 2022 Term Loan B-2.

The 2024 Term Loan B-1 and 2024 Term Loan B-2 mature on November 15, 2029 and require principal payments in equal quarterly installments of 0.25 % through the maturity date on which the remaining balance is due.

The first principal payments on 2024 Term Loan B-1 and 2024 Term Loan B-2 were due on the last business day of March 2025.

As required under the terms of the credit facility, we used proceeds of $ 299 million from the sale of Hospitality Solutions to pay down the principal on the 2024

Term Loan B-1 in July 2025.

These payments resulted in the deferral of principal payments on the 2024 Term Loan B-1 until maturity.

The 2025 Term Loan B-1 and 2025 Term Loan B-2 mature on July 30, 2029 and require principal payments in equal quarterly installments of 0.25 % through the maturity date on which the remaining balance is due.

The first principal payments on 2025 Term Loan B-1 and 2025 Term Loan B-2 are due on the last business day of March 2026.

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This percentage requirement may decrease or be eliminated if certain leverage ratios are achieved.

Based on our results for the year ended December 31, 2023, we were not required to make an excess cash flow payment in 2024, and no excess cash flow payment is expected to be required in 2025 with respect to our results for the

year ended December 31, 2024.

We are further required to pay down the term loan with proceeds from certain asset sales or borrowings as defined in the Amended and Restated Credit Agreement.

Based on our results for the year ended December 31, 2024, we were not required to make an excess cash flow payment in 2025, and no excess cash flow payment is expected to be required in 2026 with respect to our results for the year ended December 31, 2025.

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, as required and described above under Principal Payments.

We recognized a loss on extinguishment of debt during the year ended December 31, 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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2025 Term Loan B-2 6.25 % (1)

2024 Term Loan B-1 6.00 % (3)

2024 Term Loan B-2 6.00 % (3)

_____________________________

(1) 2021 Term Loan B-1 and 2021 Term Loan B-2 are subject to a 0.50 % floor and a SOFR adjustment factor of 0.11 % for the Term SOFR rate and 1.50 % floor for the base rate

(2) 2022 Term Loan B-1 and 2022 Term Loan B-2 are subject to a 0.50 % floor and a SOFR adjustment factor of 0.10 % for the Term SOFR rate and 1.50 % floor for the base rate.

(3) 2024 Term Loan B-1 and 2024 Term Loan B-2 are subject to a 0.50 % floor and a SOFR adjustment factor of 0.10 % for the Term SOFR rate and 1.50 % floor for the base rate.

(1) Subject to a 0.50 % floor and a SOFR adjustment factor of 0.10 % for the term SOFR rate and 1.50 % floor for the base rate.

Our effective interest rates on borrowings under the Amended and Restated Credit Agreement for the years ended December 31, 2025, 2024 and 2023, are as follows:

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Excluding the impact of interest rate swaps 9.95 % 10.03 % 10.21 %

Senior Secured Term Loan Due 2028

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

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

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

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

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

Sabre GLBL used the proceeds borrowed under the Pari Passu Loan Agreement to repurchase $ 650 million of its outstanding 9.25 % senior secured notes due 2025 (the “June 2023 Refinancing”) and $ 16 million of its outstanding 2021 Term Loan B-1, 2021 Term Loan B-2 and 2022 Term Loan B-2.

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

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

We recognized a net gain on extinguishment of debt in connection with the June 2023 Refinancing during the year ended December 31, 2023 of $ 13 million.

The Senior Secured Term Loan Due 2028 matures on December 15, 2028 and offers us the ability to prepay subject to prepayment premiums as follows (i) with respect to any prepayment occurring on or prior to the second anniversary of the 2023 Term Loan Agreement, a customary make-whole amount, and (ii) with respect to any prepayment occurring after the second anniversary of the 2023 Term Loan Agreement and on or prior the third anniversary of the 2023 Term Loan Agreement, 25 % of the applicable interest margin assuming all interest is payable-in-kind.

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

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

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

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

As of December 31, 2024, the Reference Rate was 13.00 %.

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

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

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

We capitalized interest for the Senior Secured Term Loan Due 2028 totaling $ 118 million during the year ended December 31, 2024.

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

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

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

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

As of December 31, 2024, we were in compliance with all covenants under the terms of the 2023 Term Loan Agreement and the Pari Passu Loan Agreement.

2028 Term Loan

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

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

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

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

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

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

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

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

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

We elected interest to be payable-in-kind.

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

We capitalized interest for the 2028 Term Loan totaling $ 28 million during the six months ended June 30, 2025.

We did not capitalize interest during the six months ended December 31, 2025 as we repaid all outstanding borrowings under the 2028 Term Loan on June 4, 2025 in conjunction with the June 2025 Refinancing.

Senior Secured Notes

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

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

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

The June 2027 Notes mature on June 1, 2027.

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

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

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

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

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

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

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

Other than the issuance date and issue price, these additional June 2027 Notes have the same terms, form a single series with, and are fungible with the June 2027 Notes issued in September 2023.

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 year ended December 31, 2024 of approximately $ 7 million, primarily consisting of exchange fees related to the June 2027 Notes.

We determined that the March 2024 Senior Secured Exchange Transaction, including the impact of the exchange fees, represented a debt extinguishment and therefore recognized a loss on extinguishment of debt during the year ended December 31, 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”).

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

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

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

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

We incurred $ 11 million in fees, along with $ 31 million in accrued and unpaid interest, of which $ 10 million and $ 31 million were paid in cash, respectively, during the year ending December 31, 2024 , and $ 1 million of third-party fees will be paid subsequent to December 31, 2024 .

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

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

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

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

The remaining April 2025 Notes of $ 10 million and the September 2025 Notes of $ 23 million 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”).

The net proceeds from the issuance were used (i) to fully prepay $ 900 million of its outstanding principal under the 2023 Pari Passu Loan Agreement with Sabre FB, which applied such amounts toward full prepayment of Sabre FB’s 2028 Term Loan;

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

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

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

In connection with the June 2025 Refinancing, we repaid an aggregate of $ 1.225 billion in outstanding principal, $ 44 million in related 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 year ended December 31, 2025 of approximately $ 85 million.

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

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

The July 2030 Notes are jointly and severally, irrevocably and unconditionally guaranteed by Sabre Holdings and all of Sabre GLBL’s restricted subsidiaries that guarantee Sabre GLBL’s credit facilities governed by the Amended and Restated Credit Agreement.

On December 5, 2025, Sabre Financial Borrower, LLC (“Sabre FB”), our indirect, consolidated subsidiary entered into a series of transactions governing Sabre FB's newly issued 11.125 % senior secured notes due 2029 (the “June 2029 Notes”) and an intercompany loan agreement (the "2025 Pari Passu Loan Agreement").

The June 2029 Notes were issued in an aggregate principal amount of $ 1 billion, subject to Sabre FB using the proceeds from the June 2029 Notes for an intercompany loan to Sabre GLBL.

On December 5, 2025, Sabre FB borrowed the full $ 1 billion amount under the June 2029 Notes and lent the funds to Sabre GLBL under the 2025 Pari Passu Loan Agreement.

Sabre FB’s obligations under the June 2029 Notes are required to be guaranteed on a secured basis by Sabre Financing Holdings LLC (“Sabre Financing”) and, up to an amount of $ 400 million certain of our existing and future foreign subsidiaries (the “Foreign Guarantors”).

The June 2029 Notes pay interest semiannually in arrears on June 15 and December 15 of each year, beginning on June 15, 2026, at a rate of 11.125 % per year, and will mature on June 15, 2029.

The proceeds of $ 1 billion received from the sale of the June 2029 Notes were used to repay $ 627 million of our outstanding term loans and $ 287 million of our existing senior secured notes (inclusive of $ 93 million that were or will be redeemed in the first quarter of 2026), plus $ 15 million of accrued interest and $ 13 million of third party costs related to these transactions (refer to the 2025 Term Loan B Amendments above and December 2025 Senior Secured Exchange Transaction defined below for more details).

The remaining proceeds were partially used to pay $ 19 million in debt issuance costs.

On December 8, 2025, Sabre GLBL exchanged approximately $ 379 million in principal amount of the November 2029 Notes, $ 240 million in principal amount of the June 2027 Notes and $ 44 million in principal amount of the December 2027 Notes for approximately $ 470 million of new 10.750 % senior secured notes due March 2030 (the “March 2030 Notes”) and $ 237 million in cash, inclusive of early exchange consideration, which was recorded as a discount (the "December 2025 Senior Secured Exchange Transaction").

The March 2030 Notes bear interest at a rate of 10.750 % per annum, and interest payments are due semi-annually in arrears on March 15 and September 15 of each year, beginning on March 15, 2026.

The March 2030 Notes mature on March 15, 2030.

We incurred $ 7 million in fees, along with $ 11 million in accrued and unpaid interest.

We determined that the December 2025 Senior Secured Exchange Transaction, including the impact of the early exchange consideration, represents a debt modification and therefore, expensed $ 7 million of debt modification costs in other, net in our consolidated statements of operations for the year ended December 31, 2025 and included in cash flow from operations as paid.

The March 2030 Notes are jointly and severally, irrevocably and unconditionally guaranteed by Sabre Holdings and all of Sabre GLBL’s restricted subsidiaries that guarantee Sabre GLBL’s credit facilities governed by the Amended and Restated Credit Agreement.

On December 23, 2025, we issued a notice of full redemption to redeem all $ 92 million in aggregate principal amount of the June 2027 Notes on March 1, 2026 for a redemption price equal to 102.156 % of the aggregate principal amount of the June 2027 Notes to be redeemed plus accrued, but unpaid interest, to, but not including, the redemption date.

On December 23, 2025, we irrevocably deposited or caused to be deposited funds in trust solely for the benefit of holders of the June 2027 Notes of $ 98 million, which is an amount sufficient to fully pay the redemption price.

The $ 98 million is presented in restricted cash on our consolidated balance sheet as of December 31, 2025 and is made up of the following:

$ 92 million principal amount due, $ 2 million call premium and $ 4 million of accrued interest through February 28, 2026.

The debt will be repaid by the trustee at the early call price on March 2, 2026 under the terms of the notes.

Subsequent to December 31, 2025, on January 22, 2026, we repaid the outstanding balance of our December 2027 Notes of $ 2 million in full, inclusive of redemption premiums and accrued and unpaid interest.

Securitization Facility

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

The FILO Facility provides the ability to prepay or repay at certain redemption premiums as set forth in the agreement.

The FILO Facility provides the ability to prepay or

repay at certain redemption premiums as set forth in the agreement.

The net proceeds received from the FILO Facility of $ 117 million, net of $ 3 million in fees paid to creditors, will be used for general corporate purposes.

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.

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

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

The drawn fee, which was 3.75 % as of December 31, 2024 , varies based on our leverage ratio .

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

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

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

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

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

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

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

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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 December 31, 2024, $ 315 million of Receivables are held as assets by Sabre Securitization, consisting of $ 306 million of accounts receivable and $ 9 million of other as sets, net in our conso lidated balance sheet.

As of December 31, 2025, $ 274 million of Receivables are held as assets by Sabre Securitization, consisting of $ 266 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;

as a result, (i) Receivables balances pledged as collateral are presented as assets and the borrowings are presented as liabilities on our consolidated balance sheets, (ii) our consolidated statements of operations reflect the associated charges for bad debt expense (a component of general and administrative expenses) related to the pledged Receivables and interest expense associated with the Securitization Facility and (iii) receipts from customers related to the underlying Receivables are reflected as operating cash flows and borrowings and repayments u nder the Securitization Facility are reflected as financing

cash flows within our consolidated statements of cash flows.

The receivables and other assets of Sabre Securitization are not available to satisfy creditors of any entity other than Sabre Securitization.

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

The 2025 Exchangeable Notes are senior, unsecured obligations of Sabre GLBL, accrue interest payable semi-annually in arrears and mature on April 15, 2025, unless earlier repurchased or exchanged in accordance with specified circumstances and terms of the 2025 Exchangeable Notes Indenture.

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

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

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

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

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

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

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

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

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

Under the terms of the 2026 Exchangeable Notes Indenture , the 2026 Exchangeable Notes are exchangeable into common stock of Sabre Corporation (referred to as “ our common stock” herein) at the following times or circumstances:

• during any calendar quarter commencing after the calendar quarter ended June 30, 2024, if the last reported sale price per share of our common stock exceeds 130 % of the exchange price for each of at least 20 trading days (whether or not consecutive) during the 30 consecutive trading days ending on, and including, the last trading day of the immediately preceding calendar quarter;

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

• during the five consecutive business days immediately after any five consecutive trading day period (such five consecutive trading day period, the “ Measurement Period”) if the trading price per $1,000 principal amount of the 2026 Exchangeable Notes, as determined following a request by a holder in accordance with the procedures in the 2026 Exchangeable Notes Indenture , for each trading day of the Measurement Period was less than 98 % of the product of the last reported sale price per share of our common stock on such trading day and the exchange rate on such trading day;

• upon the occurrence of certain corporate events or distributions on our common stock, including but not limited to a “Fundamental Change” (as defined in the 2026 Exchangeable Notes Indenture );

• upon the occurrence of specified corporate events;

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

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

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

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

As of December 31, 2024 , none of the conditions allowing holders of the 2025 Exchangeable Notes to exchange have been met.

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

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

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

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

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

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

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

We 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.

As of December 31, 2024, we have $ 150 million aggregate principal amount of 2026 Exchangeable Notes outstanding.

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

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

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

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

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

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

If a “Make-Whole Fundamental Change” (as defined in the 2026 Exchangeable Notes Indenture) occurred with respect to any 2026 Exchangeable Note and the exchange date for the exchange of such 2026 Exchangeable Note occurred during the related “Make-Whole Fundamental Change Exchange Period” (as defined in the 2026 Exchangeable Notes Indenture), then, subject to the provisions set forth in the 2026 Exchangeable Notes Indenture, the exchange rate applicable to such exchange would have been increased by a number of shares set forth in the table contained in the 2026 Exchangeable Notes Indenture, based on a function of the time since origination and our stock price on the date of the occurrence of such Make-Whole Fundamental Change.

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

The effective interest rate at December 31, 2025 was 8.82 % for the 2026 Exchangeable Notes.

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

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

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2030 1,794,802

2029 1,568,714

Total $ 4,532,032

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

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

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

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

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

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

In April 2022, we entered into an interest rate swap to hedge the first interest payments associated with $ 200 million of certain of our term loans under our Amended and Restated Credit Agreement for the years 2022 and 2023.

In June 2022, we entered into an interest rate swap to hedge the first interest payments associated with $ 150 million of certain of our term loans under our Amended and Restated Credit Agreement for the years 2022 and 2023.

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

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

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

We designated these swaps as cash flow hedges.

For the year ended

December 31, 2024, we recognized a cash flow benefit of $ 7 million related to our interest rate swaps, which is reported as cash provided by operating activities within our consolidated statements of cash flows.

As of December 31, 2024, we estimate that $ 2 million in losses will be reclassified from other comprehensive (loss) income to earnings over the next 12 months.

For the year ended December 31, 2025, we recognized a cash flow impact of $ 1 million related to our interest rate swaps, which is reported as cash provided by operating activities within our consolidated statements of cash flows.

As of December 31, 2025, we estimate that $ 1 million in losses will be reclassified from other comprehensive income (loss) to earnings over the next 12 months.

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

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Derivatives Designated as Hedging Instruments Consolidated Balance Sheet Location 2025 2024

Interest rate swaps Prepaid expenses and other current assets $ — $ 2,413

Interest rate swaps Other accrued liabilities $ ( 1,381 ) $ ( 1,593 )

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Total $ 84 $ 7,170 $ ( 794 )

Amount of Gains Reclassified from Accumulated

Amount of Losses (Gains) Reclassified from Accumulated

OCI into Income, Effective Portion

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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 from our investments in securities during the years ended December 31, 2023 and 2022 totaled $ 2 million and $ 26 million, respectively, which are recorded to Other, net in our consolidated statements of operations.

Our valuation technique used to measure the fair value of our existing investments in securities is based on the stock's publicly traded share price.

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

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December 31, 2024 Level 1 Level 2 Level 3

Derivatives (1)

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

Investment in securities 51,970 51,970 — —

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

Time deposits 78,595 — 78,595 —

Investment in securities 555 555 — —

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

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The fair values of our 2025 Exchangeable Notes and 2026 Exchangeable Notes, senior secured notes due 2025, 2027, 2029 and 2030 and term loans under our Amended and Restated Credit Agreement are determined based on quoted market prices for a similar liability when traded as an asset in an active market, a Level 2 input.

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

The outstanding principal balances of our AR Facility and FILO Facility approximated its fair value as of December 31, 2024.

The fair value of the 2028 Term Loan 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 December 31, 2025 and 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 December 31, 2025 and 2024 (in thousands):

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2024 Term Loan B-2 66,500 74,169 76,313 74,902

Senior Secured Term Loan Due 2028 906,020 853,788 726,582 732,901

2025 Term Loan B-1 294,725 265,206 — —

2025 Term Loan B-2 88,712 78,911 — —

2028 Term Loan — — 906,020 853,788

9.25 % senior secured notes due 2025

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1,015,660 1,000,000 — —

10.75 % senior secured notes due 2029

379,250 422,816 853,220 774,332

10.75 % senior secured notes due 2030

386,274 406,318 — —

11.125 % senior secured notes due 2030

1,114,418 1,325,000 — —

_____________________

(1) Excludes net unamortized debt issuance costs.

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We recognize rent expense with fixed rate increases and/or fixed rent reductions on a straight line basis over the term of the lease.

Our leases have remaining minimum terms that range between one and eight years .

Our leases have remaining minimum terms that range between one and seven years .

Some of our leases include options to extend for up to ten additional years;

others include options to terminate the agreement within three months .

others include options to terminate the agreement within two months .

Future minimum lease payments under non-cancellable operating leases as of December 31, 2025 are as follows (in thousands):

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

During the years ended December 31, 2024, 2023 and 2022 we did not repurchase any shares pursuant to the Share Repurchase Program.

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

During the years ended December 31, 2025, 2024 and 2023 we did not repurchase any shares pursuant to the Share Repurchase Program.

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

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

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

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

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

As of December 31, 2024, we have $ 183 million and $ 150 million aggregate principal amount of 2025 Exchangeable Notes and 2026 Exchangeable Notes outstanding, respectively.

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

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

Debt for further details.

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

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

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

Equity-Based Awards

As of December 31, 2024, our outstanding equity-based compensation plans and agreements include the Sabre Corporation 2014 Omnibus Incentive Compensation Plan (the “2014 Omnibus Plan”), the Sabre Corporation 2016 Omnibus Incentive Compensation Plan (the “2016 Omnibus Plan”), the Sabre Corporation 2019 Omnibus Incentive Compensation Plan (the "2019 Omnibus Plan"), the 2019 Director Equity Compensation Plan (the "2019 Director Plan"), the Sabre Corporation 2021 Omnibus Incentive Compensation Plan (the "2021 Omnibus Plan"), the 2022 Director Equity Compensation Plan (the "2022 Director Plan"), the Sabre Corporation 2023 Omnibus Incentive Compensation Plan (the "2023 Omnibus Plan"), the Sabre Corporation 2024 Omnibus Incentive Compensation Plan (the "2024 Omnibus Plan") and the 2024 Director Equity Compensation Plan (the "2024 Director Plan").

Our 2024 Omnibus Plan serves as a successor to the 2023 Omnibus Plan, the 2021 Omnibus Plan, the 2019 Omnibus Plan, the 2016 Omnibus Plan, and the 2014 Omnibus Plan, and provides for the issuance of stock options, restricted shares, restricted stock units (“RSUs”), performance-based RSU awards (“PSUs”), cash incentive compensation and other stock-based awards.

As of December 31, 2025, our outstanding equity-based compensation plans and agreements include the Sabre Corporation 2014 Omnibus Incentive Compensation Plan (the “2014 Omnibus Plan”), the Sabre Corporation 2016 Omnibus

Incentive Compensation Plan (the “2016 Omnibus Plan”), the Sabre Corporation 2019 Omnibus Incentive Compensation Plan (the "2019 Omnibus Plan"), the 2019 Director Equity Compensation Plan (the "2019 Director Plan"), the Sabre Corporation 2021 Omnibus Incentive Compensation Plan (the "2021 Omnibus Plan"), the 2022 Director Equity Compensation Plan (the "2022 Director Plan"), the Sabre Corporation 2023 Omnibus Incentive Compensation Plan (the "2023 Omnibus Plan"), the Sabre Corporation 2024 Omnibus Incentive Compensation Plan (the "2024 Omnibus Plan"), the 2024 Director Equity Compensation Plan (the "2024 Director Plan") and the Sabre Corporation 2025 Omnibus Incentive Compensation Plan (the "2025 Omnibus Plan").

Our 2025 Omnibus Plan serves as a successor to the 2024 Omnibus Plan, 2023 Omnibus Plan, the 2021 Omnibus Plan, the 2019 Omnibus Plan, the 2016 Omnibus Plan, and the 2014 Omnibus Plan, and provides for the issuance of stock options, restricted shares, restricted stock units (“RSUs”), performance-based RSU awards (“PSUs”), cash incentive compensation and other stock-based awards.

Our 2024 Director Plan serves as a successor to the 2022 Director Plan and the 2019 Director Plan, and provides for the issuance of RSUs, Deferred Stock Units ("DSUs"), and stock options to non-employee Directors.

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We initially reserved 20,000,000 shares of our common stock for issuance under our 2025 Omnibus Plan.

We added 11,509,891 shares that were reserved but not issued under the 2014 Omnibus, 2016 Omnibus Plans, 2019 Omnibus Plan, 2021 Omnibus Plan and 2023 Omnibus Plan to the 2024 Omnibus Plan reserves, for a total of 35,009,891 authorized shares of common stock for issuance under the 2024 Omnibus Plan.

Additionally, we initially reserved 1,500,000 shares of our common stock for issuance under our 2024 Director Plan and added 447,740 shares that were reserved but not issued under the 2019 Director Plan and 2022 Director Plan.

We added 19,295,404 shares that were reserved but not issued under the 2014 Omnibus, 2016 Omnibus Plan, 2019 Omnibus Plan, 2021 Omnibus Plan, 2023 Omnibus Plan, and 2024 Omnibus Plan to the 2025 Omnibus Plan reserves, for a total of 39,295,404 authorized shares of common stock for issuance under the 2025 Omnibus Plan.

Time-based options generally vest over a three-year period, vesting in equal annual installments, and are exercisable for up to 10 years.

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Outstanding at December 31, 2024

1,634,777 $ 12.01 4.6 $ —

Cancelled ( 36,775 ) 9.16

Expired ( 702,249 ) 9.71

Outstanding at December 31, 2025

895,753 $ 13.94 3.4 $ —

Vested and exercisable at December 31, 2025 895,753 $ 13.94 3.4 $ —

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If the aggregate intrinsic value is negative, it is assigned a nil value.

There were no options exercised during the years ended December 31, 2024 and 2023, and the total intrinsic value of stock options exercised was immaterial for the year ended December 31, 2022.

There were no options exercised during the years ended December 31, 2025, 2024, and 2023.

As of December 31, 2025, there was no unrecognized compensation expense associated with stock options.

2 unchanged sentences

Unvested at December 31, 2024

27,002,281 $ 3.65

Granted 16,589,006 2.94

2 unchanged sentences

Unvested at December 31, 2025

26,820,498 $ 3.09

The total fair value of RSUs vested, as of their respective vesting dates, was $ 47 million, $ 48 million, and $ 51 million during the years ended December 31, 2025, 2024 and 2023, respectively.

3 unchanged sentences

Unvested at December 31, 2024

9,198,596 $ 4.50

Granted 6,105,713 3.08

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Unvested at December 31, 2025

The total fair value of PSUs vested, as of their respective vesting dates, was $ 11 million during the year ended December 31, 2024, and $ 19 million during each of the years ended December 31, 2023 and 2022.

11,585,936 $ 3.37

The total fair value of PSUs vested, as of their respective vesting dates, was $ 10 million during the year ended December 31, 2025, $ 11 million during the year ended December 31, 2024, and $ 19 million during the year ended December 31, 2023.

The recognition of compensation expense associated with PSUs is contingent upon the achievement of annual company-based performance measures and a total shareholder return modifier.

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

The diluted weighted-average common shares outstanding calculation excludes 4 million, 3 million and 1 million of dilutive stock options and restricted stock

awards for the years ended December 31, 2024, 2023 and 2022, respectively, as their effect would be anti-dilutive given the net loss incurred in those periods.

The diluted weighted-average common shares outstanding calculation excludes 2 million, 4 million and 3 million of dilutive stock options and restricted stock awards for the years ended December 31, 2025, 2024 and 2023, respectively, as their effect would be anti-dilutive given the net loss incurred in those periods.

The calculation of diluted weighted-average shares excludes the impact of 2 million, 2 million, and 6 million for the years ended December 31, 2025, 2024 and 2023, respectively, of anti-dilutive common stock equivalents.

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

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

The approximately 57 million resulting common shares related to the Exchangeable Notes for the year ended December 31, 2024 and 42 million resulting common shares related to the 2025 Exchangeable Notes for each of the years ended December 31, 2023 and 2022 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 those periods.

Likewise, the potential dilutive effect of our Preferred Stock outstanding during the year ended December 31, 2022 was calculated using the if-converted method assuming the conversion as of the earliest period reported or at the date of issuance, if later.

The resulting common shares are included in the denominator of the diluted earnings per share calculation for the entire period being presented and preferred stock dividends are added back to the numerator, only in the periods in which such effect is dilutive.

Approximately 39 million common shares related to the Preferred Stock for the year ended December 31, 2022, are not included in the dilutive weighted-average common shares outstanding calculation as their effect would be anti-dilutive given the net loss incurred in the period.

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

Stock and Stockholders’ Equity for further details.

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

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

The approximately 40 million resulting common shares related to the Exchangeable Notes for the year ended December 31, 2025, 57 million resulting common shares related to the Exchangeable Notes for the year ended December 31, 2024, and 42 million resulting common shares related to the 2025 Exchangeable Notes for the year ended December 31, 2023 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 those periods.

Pension and Other Postretirement Benefit Plans

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( 14,708 ) ( 14,934 )

Actuarial gain (loss), net 6,046 ( 5,854 )

Actuarial (loss) gain, net ( 3,881 ) 6,046

Benefits paid

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Unfunded status at December 31 $ ( 38,482 ) $ ( 63,119 )

The actuarial gain of $ 6 million and loss of $ 6 million for the years ended December 31, 2024 and 2023, respectively, are attributable to increases and decreases, respectively, in the discount rate for each respective year.

During the year ended December 31, 2022, lump sum settlements occurred within our defined benefit pension plan which resulted in a loss of

$ 7 million, recorded to Other, net in our consolidated statements of operations.

The actuarial loss of $ 4 million and gain of $ 6 million for the years ended December 31, 2025 and 2024, respectively, are attributable to decreases and increases, respectively, in the discount rate for each respective year.

There were no settlement losses during the years ended December 31, 2025, 2024 and 2023.

The net benefit obligation of $ 38 million and $ 63 million as of December 31, 2025 and 2024, respectively, is included in other noncurrent liabilities in our consolidated balance sheets.

The amounts recognized in accumulated other comprehensive loss associated with the LPP, net of deferred taxes of $ 38 million as of December 31, 2024 and 2023, respectively, are as follows (in thousands):

The amounts recognized in accumulated other comprehensive loss associated with the LPP, net of deferred taxes of $ 38 million as of December 31, 2025 and 2024, are as follows (in thousands):

Net actuarial loss $ ( 73,671 ) $ ( 81,027 )

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Net periodic cost (benefit) $ 1,094 $ 216 $ ( 408 )

Settlement charge (1)

Net cost (benefit) $ 216 $ ( 408 ) $ 9,528

Weighted-average discount rate used to measure benefit obligations

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(2) Discount rates are as of January 1 of the respective years.

Due to settlement during 2022, the additional discount rate assumed as of December 31, 2022 is 5.72 %.

The following table provides the pre-tax amounts recognized in other comprehensive loss, including the amortization of the actuarial loss and prior service credit, associated with the LPP for the years ended December 31, 2024, 2023 and 2022 (in thousands):

The following table provides the pre-tax amounts recognized in other comprehensive income (loss), including the amortization of the actuarial loss and prior service credit, associated with the LPP for the years ended December 31, 2025, 2024 and 2023 (in thousands):

Obligations Recognized in Year Ended December 31,

Other Comprehensive Loss 2024 2023 2022

Other Comprehensive Income (Loss) 2025 2024 2023

Net actuarial (gain) loss $ ( 4,635 ) $ ( 280 ) $ 5,187

Pension settlement — — ( 6,707 )

Amortization of actuarial loss ( 2,921 ) ( 2,812 ) ( 2,302 )

8 unchanged sentences

Common Collective Trusts —The fair value of our common collective trusts are estimated by using market quotes as of the last day of the period, quoted prices for similar securities and quoted prices in non-active markets.

Real Estate —The fair value of our real estate funds are derived from the fair value of the underlying real estate assets held by the funds.

Real Estate —For 2024, the fair value of our real estate funds are derived from the fair value of the underlying real estate assets held by the funds.

These assets are initially valued at cost and are reviewed periodically utilizing available market data to determine if the assets held should be adjusted.

1 unchanged sentence

The target allocations for LPP assets are 40 % global equities, 15 % real estate assets, 15 % diversified credit, 28 % liability hedging assets, and 2 % cash.

It is recognized that the investment management of the LPP assets has a direct effect on the achievement of its goal.

is recognized that the investment management of the LPP assets has a direct effect on the achievement of its goal.

As defined in Note 12.

Fair Value Measurements, the following tables present the fair value of the LPP assets as of December 31, 2024 and 2023:

Fair Value Measurements at December 31, 2024

Fair Value Measurements, the following tables present the value of the LPP assets as of December 31, 2025 and 2024:

Assets at Fair Value as of December 31, 2025

Quoted Prices in

2 unchanged sentences

Common collective trust $ — $ 54,562 $ — $ 54,562

Real estate — — 32,142 32,142

Money market mutual fund 2,127 — — 2,127

Total assets at fair value 2,127 54,562 — 56,689

Fair Value Measurements at December 31, 2023

Assets held at net asset value practical expedient:

Commingled funds 137,710

Real estate 34,116

Total assets held at net asset value practical expedient 171,826

Total assets $ 228,515

Assets at Fair Value as of December 31, 2024

Quoted Prices in

10 unchanged sentences

Ending balance at December 31, 2023 $ 32,569

Contributions

Net distributions

1 unchanged sentence

Unrealized loss

Net realized gain

Net realized loss

Ending balance at December 31, 2024 $ 32,142

Contributions

Net distributions

1 unchanged sentence

Unrealized loss

Net realized loss

Net realized gain

Sale of assets (1)

Ending balance at December 31, 2025 $ —

We contributed $ 13 million to fund our defined benefit pension plans during each of the years ended December 31, 2024 and 2023.

________________________________

(1) In 2025, we repurchased the assets in a limited partnership structure.

Accordingly, at December 31, 2025 , the assets are no longer in Level 3 and are being reported at the net asset value practical expedient in the Real Estate Funds category.

We contributed $ 16 million and $ 13 million to fund our defined benefit pension plans during each of the years ended December 31, 2025 and 2024, respectively.

Annual contributions to our defined benefit pension plans in the United States, Canada, and other jurisdictions are based on several factors that may vary from year to year.

Our funding practice is to contribute the minimum required contribution as defined by law while also maintaining an 80 % funded status as defined by the Pension Protection Act of 2006.

contributions are not always indicative of future contributions.

Thus, past contributions are not always indicative of future contributions.

Based on current assumptions, we expect to make a contribution of up to $ 11 million to our defined benefit pension plans in 2026.

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

Antitrust Litigation and Investigations

US Airways Antitrust Litigation

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

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

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

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

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

The trial on the remaining claims commenced in October 2016.

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

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

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

The retrial began in April 2022.

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

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

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

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

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

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

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

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

The magistrate issued a recommendation, which the court has adopted in full, that US

Airways was entitled to a reasonable attorneys' fees award, but that the award was subject to a reduction to reflect their nominal recovery.

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

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

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

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

In December 2024, the parties entered into a settlement agreement in which we agreed to pay US Airways an aggregate of $ 20 million in 2025.

The settlement agreement contains mutual releases of all claims by each party.

On December 6, 2024, the parties filed a joint letter informing the court that the parties had executed the settlement agreement and that US Airways was seeking to withdraw its fee motion and asking that the case be dismissed.

The court dismissed the case with prejudice on December 9, 2024.

Concurrent with entering into the settlement agreement, we also entered into commercial agreements with American Airlines, the successor of US Airways.

Based on an analysis of the terms of these agreements, we determined that the settlement amount fairly represents the charge associated with the legal liability.

We recorded an additional $ 5 million in selling, general and administrative expenses during the fourth quarter ended December 31, 2024.

Indian Income Tax Litigation

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

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

The DIT later issued further tax assessments for assessment years ending March 2000 through March 2006.

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.

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

no trial date has been set for these items.

In addition, Sabre Asia Pacific Pte Ltd (“SAPPL”) is currently a defendant in similar income tax litigation brought by the DIT.

Sabre Asia Pacific Pte Ltd (“SAPPL”) is currently a defendant in income tax litigation brought by the Indian Director of Income Tax (“DIT”).

The dispute arose when the DIT asserted that SAPPL has a permanent establishment within the meaning of the Income Tax Treaty between Singapore and India and accordingly issued tax assessments for assessment years ending March 2000 through March 2005.

SAPPL appealed the tax assessments, and the Indian Commissioner of Income Tax (Appeals) returned a mixed verdict.

SAPPL filed further appeals with the ITAT.

SAPPL filed further appeals with the Income Tax Appellate Tribunal (“ITAT”).

The ITAT ruled in SAPPL’s favor, finding that no income would be chargeable to tax for assessment years ending March 2000 through March 2005.

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

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

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

If the DIT were to fully prevail on every claim against us, including SAPPL and other group companies, we could be subject to taxes, interest and penalties of approximately $ 23 million as of December 31, 2024.

The DIT also assessed taxes on a similar basis plus some additional issues for assessment years ending March 2006 through March 2016 and March 2018 through March 2021 and appeals for assessment years ending March 2006 through March 2016 and March 2018 through March 2021 are pending before the ITAT or the High Court depending on the year.

If the DIT were to fully prevail on outstanding claims against us, that have not been dismissed, including SAPPL, and other group companies, we could be subject to taxes, interest and penalties of approximately $ 21 million as of December 31, 2025.

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

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

Indian Service Tax Litigation

SAPPL's Indian subsidiary is also subject to litigation by the India Director General (Service Tax) ("DGST"), which has assessed the subsidiary for multiple years related to its alleged failure to pay service tax on marketing fees and reimbursements of expenses.

Indian courts have returned verdicts favorable to the Indian subsidiary.

The DGST has appealed the verdict to the Indian Supreme Court.

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.

Litigation Relating to Routine Proceedings

8 unchanged sentences

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

As of December 31, 2024, we have accrued $ 15 million associated with these other tax matters in our consolidated balance sheets.

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

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

As of December 31, 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.

Segment Information

Our reportable segments are based upon our internal organizational structure;

the manner in which our operations are managed;

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

the availability of separate financial information;

and overall materiality considerations.

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

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

In prior years, Adjusted Operating Income (Loss) was used in addition to Segment Adjusted EBITDA.

Segment information included below reflects this change in all periods presented.

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

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

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

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

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

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

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

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

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

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

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

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

Segment information for the years ended December 31, 2024, 2023 and 2022 is as follows (in thousands):

Year Ended December 31, 2024

Travel Solutions

Solutions Eliminations Total

Revenue from external customers $ 2,702,746 $ 326,819 $ — $ 3,029,565

Intersegment revenue 42,098 — ( 42,098 ) —

Total revenue 2,744,844 326,819 ( 42,098 ) 3,029,565

Segment cost of revenue, excluding technology costs (2)

$ 1,128,971 $ 145,020 $ ( 42,098 ) $ 1,231,893

Segment technology costs (3)

675,716 99,937 — 775,653

Segment selling, general and administrative (4)

238,187 43,829 — 282,016

Other segment adjustments (5)

( 2,606 ) — — ( 2,606 )

Segment adjusted EBITDA $ 704,576 $ 38,033 $ — $ 742,609

Year Ended December 31, 2023

Travel Solutions

Solutions Eliminations Total

Revenue from external customers $ 2,603,569 $ 304,169 $ — $ 2,907,738

Intersegment revenue 38,508 — ( 38,508 ) —

Total revenue 2,642,077 304,169 ( 38,508 ) 2,907,738

Segment cost of revenue, excluding technology costs (2)

$ 1,038,628 $ 146,820 $ ( 38,508 ) $ 1,146,940

Segment technology costs (3)

811,417 98,826 — 910,243

Segment selling, general and administrative (4)

235,891 45,311 — 281,202

Other segment adjustments (5)

( 2,042 ) — — ( 2,042 )

Segment adjusted EBITDA $ 558,183 $ 13,212 $ — $ 571,395

Year Ended December 31, 2022

Travel Solutions

Solutions Eliminations Total

Revenue from external customers $ 2,282,395 $ 254,620 $ — $ 2,537,015

Intersegment revenue 28,880 — ( 28,880 ) —

Total revenue 2,311,275 254,620 ( 28,880 ) 2,537,015

Segment cost of revenue, excluding technology costs (2)

$ 894,556 $ 126,543 $ ( 28,880 ) $ 992,219

Segment technology costs (3)

846,092 110,242 — 956,334

Segment selling, general and administrative (4)

247,510 47,629 — 295,139

Other segment adjustments (5)

( 686 ) — — ( 686 )

Segment adjusted EBITDA $ 323,803 $ ( 29,794 ) $ — $ 294,009

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

Year Ended December 31,

2024 2023 2022

Total segment adjusted EBITDA $ 742,609 $ 571,395 $ 294,009

Unallocated amounts and adjustments:

Corporate expenses (6)

( 324,361 ) ( 373,534 ) ( 369,750 )

Depreciation and amortization ( 129,484 ) ( 148,676 ) ( 184,633 )

Interest expense, net ( 509,643 ) ( 447,878 ) ( 295,231 )

Loss on extinguishment of debt, net ( 37,994 ) ( 108,577 ) ( 4,473 )

Other, net (7)

( 21,587 ) 13,751 136,645

Loss from continuing operations before income taxes $ ( 280,460 ) $ ( 493,519 ) $ ( 423,433 )

______________________

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

Intersegment expenses are included within the Hospitality Solutions column.

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

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

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

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

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

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

(7) Other, net includes a $ 180 million gain on the sale of AirCentre during 2022, non-operating gains recognized in 2023, $ 21 million of debt modification costs in 2024 and the impacts of realized and unrealized gains and losses from our investments in securities in all periods presented.

In addition, 2022 includes pension settlement charges and 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.

Acquisitions and Dispositions to our consolidated financial statements regarding the AirCentre sale and Note 17.

Pension and Other Postretirement Benefit Plans to our consolidated financial statements regarding the pension settlements.

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

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

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

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

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

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

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

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

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

Transaction-based revenue accounted for approximately 86 % of our Travel Solutions revenue for each of the years ended December 31, 2024 and 2023 , and 83 % for the year ended December 31, 2022.

Transaction-based revenue accounted for approximately 77 %, 74 % and 76 % of our Hospitality Solutions revenue for each of the years ended December 31, 2024, 2023 and 2022, respectively.

All equity method income relates to Travel Solutions.

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

Transaction-based revenue accounted for approximately 85 % of our revenue for each of the years ended December 31, 2025, 2024 and 2023.

Our revenues and long-lived assets, excluding goodwill and intangible assets, by geographic region are summarized below.

Distribution revenue for the Travel Solutions business is attributed to countries based on the location of the travel supplier and IT Solutions revenue is based on the location of the customer.

For Hospitality Solutions, revenue is attributed to countries based on the location of the customer.

Distribution revenue is attributed to countries based on the location of the travel supplier and IT Solutions revenue is based on the location of the customer.

The majority of our revenues and long-lived assets are derived from the United States, Europe, and Asia-Pacific ("APAC") as follows (in thousands):

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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-K

Item 8. Financial Statements and Supplementary Data