What changed in this filing

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Item 1. Financial Statements

2026-05-07 compared with 2025-11-05 · 241 added, 360 removed, 441 unchanged (58% of the section changed)

3 unchanged sentences

(In thousands, except per share amounts)

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

2025 2024 2025 2024

Three Months Ended March 31,

Revenue $ 760,326 $ 702,126

10 unchanged sentences

Loss from continuing operations before income taxes ( 2,004 ) ( 15,025 )

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

Benefit for income taxes ( 11,398 ) ( 11,648 )

Income (loss) from continuing operations 9,394 ( 3,377 )

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

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

(Loss) income from discontinued operations, net of tax ( 1,386 ) 38,925

Net income 8,008 35,548

Net (loss) income attributable to noncontrolling interests ( 108 ) 213

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

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

Income attributable to common stockholders $ 8,116 $ 35,335

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

Income (loss) from continuing operations $ 0.02 $ ( 0.01 )

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

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

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

Income from discontinued operations — 0.10

Net income per common share $ 0.02 $ 0.09

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

Income (loss) from continuing operations $ 0.02 $ ( 0.01 )

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

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

Income from discontinued operations — 0.10

Net income per common share $ 0.02 $ 0.09

Weighted-average common shares outstanding:

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SABRE CORPORATION

CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME (LOSS)

CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME

(In thousands)

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

2025 2024 2025 2024

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

Three Months Ended March 31,

Net income $ 8,008 $ 35,548

Other comprehensive income, net of tax:

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Retirement-related benefit plans:

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

Net actuarial loss, net of taxes of nil in all periods ( 171 ) ( 3,338 )

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

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Unrealized gains (losses), net of taxes of nil in all periods 102 ( 598 )

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

Reclassification adjustment for realized losses, net of taxes of nil in all periods 700 142

Net change in derivatives, net of tax 802 ( 456 )

1 unchanged sentence

Other comprehensive income ( 604 ) ( 1,571 )

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

Comprehensive income 7,404 33,977

Comprehensive loss (income) attributable to noncontrolling interests 108 ( 213 )

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

Comprehensive income attributable to Sabre Corporation $ 7,512 $ 33,764

See Notes to Consolidated Financial Statements.

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(In thousands)

September 30, 2025 December 31, 2024

March 31, 2026 December 31, 2025

Current assets

4 unchanged sentences

Prepaid expenses and other current assets 102,087 74,055

Discontinued operations — 54,581

Total current assets 1,133,806 1,296,038

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Other assets, net 250,170 254,738

Discontinued operations — 235,802

Total assets $ 4,332,512 $ 4,502,128

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Current portion of debt 354,684 245,651

Discontinued operations — 51,207

Total current liabilities 1,225,474 1,213,571

2 unchanged sentences

Long-term debt 3,911,577 4,103,208

Discontinued operations — 15,989

Commitments and contingencies (Note 14)

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1,000,000 authorized shares;

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

427,742 and 427,366 shares issued, 395,311 and 395,004 shares outstanding at March 31, 2026 and December 31, 2025, respectively

Additional paid-in capital 3,354,189 3,351,111

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

Treasury Stock, at cost, 32,431 and 32,362 shares at March 31, 2026 and December 31, 2025, respectively

( 537,302 ) ( 537,197 )

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(In thousands)

Nine Months Ended September 30,

Three Months Ended March 31,

Operating Activities

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

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

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

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

Loss on extinguishment of debt 85,182 37,994

Net income $ 8,008 $ 35,548

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

Depreciation and amortization 26,465 25,489

Stock-based compensation expense 34,772 36,620

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

Amortization of upfront incentive consideration 10,311 8,979

Amortization of debt discount and issuance costs 9,862 7,718

Deferred income taxes 6,736 ( 5,417 )

Gain on sale of assets ( 5,191 ) —

Stock-based compensation expense 5,661 12,312

Provision for expected credit losses 4,182 1,237

Other 2,953 ( 591 )

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

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

Loss on extinguishment of debt 2,728 —

Deferred income taxes ( 1,631 ) ( 5,004 )

Loss (income) from discontinued operations 1,386 ( 38,925 )

Paid-in-kind interest — 28,327

Gain on sale of assets — ( 5,191 )

Changes in operating assets and liabilities:

11 unchanged sentences

Proceeds from sale of assets — 9,641

Other investing activities ( 200 ) ( 300 )

Proceeds from sale of investment in securities — 54,834

Cash used in investing activities ( 21,230 ) ( 7,230 )

1 unchanged sentence

Payments on borrowings from lenders ( 94,290 ) ( 2,948 )

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

Payments on borrowings under Securitization Facility ( 72,300 ) ( 22,500 )

1 unchanged sentence

Debt prepayment fees and issuance costs ( 3,841 ) —

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

Net Receipts on Behalf under TSA 3,131 —

Other financing activities 2,000 —

Net payment on the settlement of equity-based awards ( 106 ) ( 2,444 )

Cash (used in) provided by financing activities ( 92,006 ) 13,208

4 unchanged sentences

Effect of exchange rate changes on cash, cash equivalents and restricted cash ( 1,534 ) 2,295

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

Decrease in cash, cash equivalents and restricted cash ( 245,512 ) ( 73,350 )

Cash, cash equivalents and restricted cash at beginning of period 910,113 745,518

Cash, cash equivalents and restricted cash at end of period $ 664,601 $ 672,168

Non-cash additions to property and equipment for continuing operations $ 254 $ —

See Notes to Consolidated Financial Statements.

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Balance at March 31, 2026 427,741,565 $ 4,278 $ 3,354,189 32,430,967 $ ( 537,302 ) $ ( 3,794,419 ) $ ( 67,260 ) $ 14,834 $ ( 1,025,680 )

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

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

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

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

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

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

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

Other — — 260 — — 1 — — 261

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

Stockholders’ Deficit

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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 — — — — — ( 71,483 ) 4,206 923 ( 66,354 )

Comprehensive income — — — — — 35,335 ( 1,571 ) 675 34,439

Settlement of stock-based awards 2,465,135 25 ( 1 ) 734,400 ( 2,444 ) — — — ( 2,420 )

1 unchanged sentence

Balance at March 31, 2025 417,218,811 $ 4,172 $ 3,318,127 29,556,884 $ ( 529,233 ) $ ( 4,291,817 ) $ ( 75,318 ) $ 15,051 $ ( 1,559,018 )

Comprehensive loss — — — — — ( 69,760 ) 833 691 ( 68,236 )

Settlement of stock-based awards 5,427,133 54 ( 3 ) 1,374,482 ( 4,322 ) — — — ( 4,271 )

Stock-based compensation expense — — 12,230 — — — — — 12,230

Other — — — — — — ( 2 ) — ( 2 )

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

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

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

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

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

See Notes to Consolidated Financial Statements.

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

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

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

Discontinued Operations and Dispositions for further details.

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

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

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

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

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

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

Recent events— Effective this quarter, we have updated the terminology used to describe our revenue to better reflect our evolving brand identity and market positioning.

Historically referred to as “Distribution” and “IT Solutions”, these revenue streams have been renamed to “Marketplace” and “Airline Technology”, respectively.

The specific revenue from products, services, and underlying solutions offered within each category remain unchanged.

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

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

Operating results for the three and nine months ended September 30, 2025 are not necessarily indicative of results that may be expected for any other interim period or for the year ending December 31, 2025.

Operating results for the three months ended March 31, 2026 are not necessarily indicative of results that may be expected for any other interim period or for the year ending December 31, 2026.

The accompanying interim financial statements should be read in conjunction with the consolidated financial statements and related notes thereto included in our Annual Report on Form 10-K filed with the SEC on February 18, 2026.

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All amounts in the notes reference results from continuing operations unless otherwise indicated.

Segments— We manage and report our business in one reportable segment.

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.

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

Use of Estimates —The preparation of these interim financial statements in conformity with GAAP requires that certain amounts be recorded based on estimates and assumptions made by management.

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Recent Accounting Pronouncements

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.

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

We plan to adopt the guidance on a prospective basis.

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

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

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

In November 2024, the Financial Accounting Standards Board ("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.

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

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

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

The following table presents our assets and liabilities with customers as of March 31, 2026 and December 31, 2025 (in thousands).

Account Consolidated Balance Sheet Location March 31, 2026 December 31, 2025

Contract assets and customer advances and discounts (1)

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______________________

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

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

(1) Includes contract assets of $ 4 million for both March 31, 2026 and December 31, 2025.

During the three months ended March 31, 2026, we recognized revenue of approximately $ 13 million from contract liabilities that existed as of January 1, 2026.

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.

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

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

2025 2024 2025 2024

Distribution $ 575,308 $ 550,996 $ 1,690,189 $ 1,673,848

IT Solutions 139,875 140,304 414,269 426,135

Three Months Ended March 31,

Marketplace $ 618,011 $ 569,115

Airline Technology 142,315 133,011

Total Sabre Revenue $ 760,326 $ 702,126

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

For the nine months ended September 30, 2025, the impact on revenue recognized in the current period from performance obligations partially or fully satisfied in the previous period is immaterial.

Our air booking cancellation reserve totaled $ 14 million and $ 11 million as of September 30, 2025, and December 31, 2024, respectively.

For the three months ended March 31, 2026, the impact on revenue recognized in the current period from performance obligations partially or fully satisfied in the previous period is immaterial.

Our air booking cancellation reserve totaled $ 16 million and $ 13 million as of March 31, 2026, and December 31, 2025, respectively.

Unearned performance obligations primarily consist of deferred revenue for fixed implementation fees and future product implementations, which are included in deferred revenue and other noncurrent liabilities in our consolidated balance sheet.

1 unchanged sentence

Discontinued Operations and Dispositions

On April 27, 2025, we entered into a definitive purchase agreement with the Buyer pursuant to which the Buyer agreed to purchase our Hospitality Solutions business, and on July 3, 2025, we closed the transaction for estimated cash proceeds of $ 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 $ 821 million (after-tax $ 723 million) in the third quarter of 2025, which is recorded in Other, net, within discontinued operations in our consolidated statements of operations during the three and nine months ended September 30, 2025.

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

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 transaction f or estimated cash proceeds of $ 965 million, net.

In the first quarter of 2026, we finalized our net working capital adjustments, resulting in an additional $ 4 million of cash proceeds for final cash proceeds of $ 969 million, net.

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

We recognized a pre-tax gain on sale of $ 821 million (after-tax $ 723 million) in the third quarter of 2025, which is recorded in o ther, net , within discontinued operations in our consolidated statements of operations during the year ended December 31, 2025.

Adjustments to the gain in the fourth quarter of 2025 and the first quarter of 2026 were immaterial.

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 will provide transition services consisting of technology, employment, administrative and other services for up to an eighteen month period to help provide for an orderly transition and facilitate the ongoing operations of the Hospitality Solutions business following the close.

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 three and nine months ended September 30, 2025 and presented within the operating activities section of the statement of cash flows.

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

Amounts due for transition services provided to the Hospitality Solutions business under the TSA, net of direct and incremental costs to provide the services, are recorded to other, net, within continuing operations in our consolidated statements of operations during the three months ended March 31, 2026 and presented within the operating activities section of the statement of cash flows.

Service charges under the TSA were approximately $ 23 million for the three months ended March 31, 2026 and cash receipts related to the TSA charges were approximately $ 13 million for the three months ended March 31, 2026.

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

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

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

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

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

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

Revenue earned and cash received since the closing of the Hospitality Solutions Sale related to these agreements was approximately $ 16 million and $ 12 million, respectively, for the three months ended March 31, 2026.

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

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

Revenue that was previously eliminated but is now in our results of continuing operations was $ 11 million for the three months ended March 31, 2025.

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

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

2025 2024 2025 2024

Three Months Ended March 31,

Revenue $ — $ 85,209

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Total other expense, net ( 558 ) ( 18,493 )

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

Loss from discontinuing operations before income taxes ( 875 ) ( 6,489 )

Provision (benefit) for income taxes (1)

511 ( 45,414 )

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

Net (loss) income from discontinued operations $ ( 1,386 ) $ 38,925

______________________

(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 nine months ended September 30, 2025 and 2024 (in thousands) :

Nine Months Ended September 30,

The following table presents selected financial information related to cash flows from discontinued operations for the three months ended March 31, 2026 and 2025 (in thousands) :

Three Months Ended March 31,

Cash used in operating activities $ ( 971 ) $ ( 16,643 )

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Cash provided by (used in) discontinued operations $ 3,418 $ ( 17,662 )

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

Redeemable Noncontrolling Interest

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

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

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

Nine Months Ended September 30,

As of March 31, 2026 and 2025, the redeemable noncontrolling interest was $ 12 million.

The following table presents the changes in redeemable noncontrolling interest of a consolidated subsidiary in temporary equity during the period ended March 31, 2026 and 2025 (in thousands):

Three Months Ended March 31,

Redeemable noncontrolling interest, beginning of period $ 12,057 $ 12,928

1 unchanged sentence

Redeemable noncontrolling interest, end of period $ 11,625 $ 12,465

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

The effective tax rate for the nine months ended September 30, 2025 represents the rate expected for the year applied to year to date earnings before tax and the impact of certain discrete items in the quarter.

The effective tax rate is impacted by a decrease in the valuation allowance due primarily to interest expense limitations, offset by loss utilization.

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

federal statutory income tax rate primarily results from the impact of changes in the valuation allowance, our geographic mix of taxable income in various tax jurisdictions, tax permanent differences and tax credits.

Restructuring Activities

In the first quarter of 2026, we continued to implement a program that began in the fourth quarter of 2025, 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.

Since we began this program in the fourth quarter of 2025, we have incurred $ 61 million in costs primarily associated with our workforce.

These restructuring costs are comprised of $ 57 million that has been or will be paid in cash for severance and related benefits costs and $ 4 million that has been or will be paid related to other restructuring costs.

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 inflation offset program (in thousands):

Three Months Ended

March 31, 2026

Balance as of December 31, 2025

Charges 8,790

Cash Payments ( 18,720 )

Balance as of March 31, 2026

This program will be implemented through 2027 and may result in additional restructuring charges as we continue to evaluate third-party costs including our geographic and real estate footprints.

Total costs associated with this program are expected to be approximately $ 65 million, with the significant majority of disbursements occurring in 2026.

For the three months ended March 31, 2026, we recognized $ 11 million of income tax benefit for continuing operations, compared to an income tax benefit of $ 12 million for the three months ended March 31, 2025.

The effective tax rate for the three months ended March 31, 2026, represents the rate expected for the year applied to year to date earnings before tax and the impact of certain discrete items in the quarter.

The effective tax rate is primarily impacted by changes in the valuation allowance, tax permanent differences and tax credits plus the impact of the discrete recognition of withholding tax receivables and related interest.

In assessing the realizability of deferred tax assets, management considers whether it is more likely than not that some portion or all of the deferred tax assets will not be realized.

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

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

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

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

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

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Our allowance for credit losses relates to all financial assets, primarily trade receivables due in less than one year recorded in Accounts Receivable, net on our consolidated balance sheets.

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

Nine Months Ended

September 30, 2025

Our allowance for credit losses for the three months ended March 31, 2026 for our portfolio segment is summarized as follows (in thousands):

Three Months Ended

March 31, 2026

Balance at December 31, 2025 $ 17,953

1 unchanged sentence

Write-offs ( 632 )

Balance at September 30, 2025 $ 21,167

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

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

Rate Maturity September 30, 2025 December 31, 2024

Balance at March 31, 2026 $ 21,431

As of March 31, 2026 and December 31, 2025, our outstanding debt included in our consolidated balance sheets totaled $ 4,266 million and $ 4,349 million, respectively, which are net of debt issuance costs of $ 55 million and $ 60 million, respectively, and unamortized discounts of $ 118 million and $ 123 million, respectively.

The following table sets forth the face values of our outstanding debt as of March 31, 2026 and December 31, 2025 (in thousands):

Rate Maturity March 31, 2026 December 31, 2025

Senior secured credit facilities:

2024 Term Loan B-1 S (1) + 6.00 %

December 2027 $ 311,830 $ 314,860

2021 Term Loan B-2 S (1) + 3.50 %

December 2027 208,829 366,280

2022 Term Loan B-1 S (1) + 4.25 %

June 2028 217,876 382,147

2022 Term Loan B-2 S (1) + 5.00 %

June 2028 236,311 414,482

2024 Term Loan B-1 S (1) + 6.00 %

November 2029 397,100 397,100

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November 2029 74,063 74,250

Senior Secured Term Loan Due 2028

RR (2) + 1.75 % (3)

December 2028 — 871,611

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

July 2029 287,519 288,240

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

July 2029 86,543 86,760

Securitization facility:

3 unchanged sentences

March 2027 120,000 120,000

9.25 % senior secured notes due 2025 (5)

9.25 % April 2025 — 10,416

7.32 % senior exchangeable notes due 2026

4.00 % April 2025 — 183,220

7.375 % senior secured notes due 2025 (6)

7.375 % September 2025 — 23,393

7.32 % senior exchangeable notes due 2026

7.32 % August 2026 150,000 150,000

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11.125 % July 2030 1,325,000 1,325,000

10.75 % senior secured notes due 2030

10.750 % March 2030 469,802 469,802

11.125 % senior secured notes due 2029

11.125 % June 2029 1,000,000 1,000,000

Face value of total debt outstanding 4,438,842 4,532,032

3 unchanged sentences

(1) Represents the Secured Overnight Financing Rate ("SOFR").

(2) Represents the Reference Rate as defined below.

(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 %.

(2) 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.

(5) Repaid in full on April 15, 2025.

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

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

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

We had outstanding letters of credit totaling $ 11 million as of both March 31, 2026 and December 31, 2025, which were secured by a $ 21 million cash collateral deposit account which is presented in restricted cash on our consolidated balance sheets as of March 31, 2026 and December 31, 2025.

The weighted average interest rate on our short-term borrowings, which include our 7.32 % senior exchangeable notes due 2026, our Securitization Facility and the current portions of the 2025 Term Loan B-1, 2025 Term Loan B-2 and 2024 Term Loan B-2, is 8.95 % as of March 31, 2026.

Senior Secured Credit Facilities

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 then-outstanding indebtedness, including repayments under our (i) then-outstanding 2021 Term Loan B-2 in the amount of $ 158 million, (ii) then-outstanding 2022 Term Loan B-1 in the amount of $ 164 million, (iii) then-outstanding 2022 Term Loan B-2 in the amount of $ 178 million, and (iv) 2024 Term Loan B-1 in the amount of $ 299 million, in accordance with the terms of the Amended and Restated Credit Agreement dated as of February 19, 2013 (the "Amended and Restated Credit Agreement").

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 the prior year period.

Refinancing Transactions

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 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

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

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

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

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

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

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 then-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.

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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.

Debt paydown related to the sale of Hospitality Solutions business

Following the closing of the Hospitality Solutions Sale on July 3, 2025, we used the net proceeds primarily to repay a portion of our outstanding indebtedness, including repayments under our (i) 2021 Term Loan B-2 in the amount of $ 158 million, (ii) 2022 Term Loan B-1 in the amount of $ 164 million, (iii) 2022 Term Loan B-2 in the amount of $ 178 million, and (iv) 2024 Term Loan B-1 in the amount of $ 299 million, in accordance with the terms of the Amended and Restated Credit Agreement.

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

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

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.

Financial Covenants

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We are further required to pay down the term loans with proceeds from certain asset sales, if not reinvested into the business within 15 months, as defined in the Amended and Restated Credit Agreement.

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

Senior Secured Term Loan Due 2028

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

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

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

(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 Senior Secured Term Loan Due 2028 was payable in cash;

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

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

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

We elected interest to be payable-in-kind.

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

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

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

As of March 31, 2026, we were in compliance with all covenants under the terms of the Amended and Restated Credit Agreement.

Interest Rate Swaps

Interest rate swaps outstanding during the three months ended March 31, 2026 and 2025, are as follows:

Notional Amount Interest Rate

Received Interest Rate Paid Effective Date Maturity Date

Designated as Hedging Instrument

$ 250 million 1 month SOFR (1)

June 30, 2023 June 30, 2026

$ 250 million 1 month SOFR (1)

January 16, 2024 January 31, 2026

______________________

(1) Subject to a 0.5 % floor.

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.

As of March 31, 2026, we did not have any hedge components excluded from the assessment of effectiveness.

In 2026, we recognized an immaterial cash flow impact related to our interest rate swaps, which is reported as cash provided by operating activities within our consolidated statements of cash flows.

Senior Secured Notes

On March 7, 2024, Sabre GLBL exchanged approximately $ 36 million of our 7.375 % senior secured notes due 2025 (the “September 2025 Notes”) and approximately $ 7 million of our 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.

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

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

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”).

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.

The November 2029 Notes bear interest at a rate of 10.750 % per annum, and interest payments are due semi-annually in arrears on May 15 and November 15 of each year, beginning May 15, 2025.

The November 2029 Notes mature on November 15, 2029.

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.

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

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

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

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

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

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

The net proceeds from the issuance were used (i) to fully prepay $ 900 million of our then-outstanding principal under the 2023 intercompany secured term loan agreement (the "2023 Pari Passu Loan Agreement") with Sabre Financial Borrower, LLC (“Sabre FB”), our indirect, consolidated subsidiary, which applied such amounts toward full prepayment of Sabre FB’s then-outstanding senior secured term loan due 2028;

and (ii) to repurchase $ 325 million in principal amount of our then-outstanding 8.625 % senior secured notes due 2027 (the "June 2027 Notes") (the “June 2025 Refinancing”).

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

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

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

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

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

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

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.

Payments associated with interest previously capitalized are reflected as operating cash flows within our consolidated statement of cash flows as of December 31, 2025.

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.

In December 2025, Sabre FB 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 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 our 10.750 % senior secured notes due November 2029 (the “November 2029 Notes”), $ 240 million in principal amount of the June 2027 Notes and $ 44 million in principal amount of our 11.250 % senior secured notes due December 2027 (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.

On March 1, 2026, we completed the redemption of the June 2027 Notes at the redemption price described above and recognized a loss on extinguishment of debt of approximately $ 3 million during the three months ended March 31, 2026.

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

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

7 unchanged sentences

The amount available for borrowings at any one time under the Securitization Facility is limited to a borrowing base calculated based on the outstanding balance of eligible receivables, subject to certain reserves.

As of September 30, 2025 , we had $ 198 million outstanding under the Securitization Facility, consisting of $ 78 million under the AR Facility and $ 120 million outstanding under the FILO Facility.

As of March 31, 2026 , we had $ 203 million outstanding under the Securitization Facility, consisting of $ 83 million under the AR Facility and $ 120 million outstanding under the FILO Facility.

The FILO Facility bears interest at SOFR plus a drawn fee of 8.00 % per annum.

2 unchanged sentences

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 September 30, 2025, varies based on our leverage ratio .

The drawn fee rate, which was 3.75 % as of March 31, 2026, varies based on our leverage ratio .

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

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

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

Unamortized net debt issuance costs related to our AR Facility are immaterial as of March 31, 2026 and $ 1 million as of December 31, 2025, 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.

1 unchanged sentence

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 September 30, 2025 , $ 351 million of Receivables are held as assets by Sabre Securitization, consisting of $ 343 million of accounts receivable and $ 8 million of other as sets, net in our conso lidated balance sheets.

As of March 31, 2026 , $ 316 million of Receivables are held as assets by Sabre Securitization, consisting of $ 309 million of accounts receivable and $ 7 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;

2 unchanged sentences

The Securitization Facility contains certain customary representations, warranties, affirmative covenants, and negative covenants, subject to certain cure periods in some cases, including the eligibility of the Receivables being sold by the Originators and securing the loans made by the lenders, as well as customary reserve requirements, events of default, termination events, and servicer defaults.

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

As of March 31, 2026 , we were in compliance with the financial covenants of the Securitization Facility.

Exchangeable Notes

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 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").

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 previously outstanding 4.000 % senior exchangeable notes due 2025 (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 nine months ended September 30, 2024.

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

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

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

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

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

4 unchanged sentences

• 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.

During this “free exchangeability period,” we intend to apply the “default settlement method”.

This method is combination settlement with a specified dollar amount of $1,000.

Under this approach, we will pay up to the principal amount in cash and settle any excess exchange value in shares of common stock (plus cash in lieu of fractional shares), with the amounts determined over a forty consecutive volume-weighted average price trading day observation period preceding the August 1, 2026 maturity date.

On the August 1, 2026 maturity date , the principal amount of any outstanding 2026 Exchangeable Notes must be repaid in cash.

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 September 30, 2025, none of the conditions allowing holders of the 2026 Exchangeable Notes to exchange have been met.

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

The 2026 Exchangeable Notes are exchangeable at their holder’s election into shares of our common stock based on an initial exchange rate of 222.2222 shares of common stock per $1,000 principal amount of the 2026 Exchangeable Notes , which is equivalent to an initial exchange price of approximately $ 4.50 per share.

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

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.

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 2026 Exchangeable Notes through interest expense, within our results from continuing operations.

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

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

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

September 30, 2025 December 31, 2024

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

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

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

The following table sets forth the carrying value of the Exchangeable Notes as of March 31, 2026 and December 31, 2025 (in thousands):

March 31, 2026 December 31, 2025

2026 Exchangeable Notes 2026 Exchangeable Notes

Principal $ 150,000 $ 150,000

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Net carrying value $ 149,264 $ 148,726

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

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

2025 2024 2025 2024

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

The following table sets forth interest expense recognized related to the Exchangeable Notes for the three months ended March 31, 2026 and 2025 (in thousands):

Three Months Ended March 31,

2026 Exchangeable Notes 2025 Exchangeable Notes 2026 Exchangeable Notes

Contractual interest expense $ 2,745 $ 1,832 $ 2,745

Amortization of issuance costs — 515 346 471 414 1,511 1,266 993

Hedging Objectives —We are exposed to certain risks relating to ongoing business operations.

The primary risk managed by using derivative instruments is interest rate risk.

Interest rate swaps are entered into to manage interest rate risk associated with our floating-rate borrowings.

In accordance with authoritative guidance on accounting for derivatives and hedging, we designate interest rate swaps as cash flow hedges of floating-rate borrowings.

Cash Flow Hedging Strategy —We enter into interest rate swap agreements to manage interest rate risk exposure.

The interest rate swap agreements modify our exposure to interest rate risk by converting floating-rate debt to a fixed rate basis, thus reducing the impact of interest rate changes on future interest expense and net earnings.

These agreements involve the receipt of floating rate amounts in exchange for fixed rate interest payments over the life of the agreements without an exchange of the underlying principal amount.

For derivative instruments that are designated and qualify as cash flow hedges, the effective portions and ineffective portions of the gain or loss on the derivative instruments are reported as a component of other comprehensive income (loss) (“OCI”) and reclassified into earnings in the same line item associated with the forecasted transaction and in the same period or periods during which the hedged transaction affects earnings.

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

Cash flow hedges are classified in the same category in the consolidated statements of cash flows as the items being hedged and gains and losses on the derivative financial instruments are reported in cash provided by (used in) operating activities within the consolidated statements of cash flows.

Derivatives not designated as hedging instruments are carried at fair value with changes in fair value reflected in Other, net in the consolidated statements of operations.

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

Notional Amount Interest Rate

Received Interest Rate Paid Effective Date Maturity Date

Designated as Hedging Instrument

$ 250 million 1 month SOFR (1)

June 30, 2023 June 30, 2026

$ 250 million 1 month SOFR (1)

December 31, 2023 December 31, 2024

$ 250 million 1 month SOFR (1)

January 16, 2024 January 31, 2026

______________________

(1) Subject to a 0.5 % floor.

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.

We designated these swaps as cash flow hedges.

For the three and nine months ended September 30, 2025, we recognized an immaterial cash flow impact related to our interest rate swaps, which is reported as cash provided by operating activities within our consolidated statements of cash flows.

As of September 30, 2025, we estimate that $ 2 million in losses will be reclassified from other comprehensive (loss) income to earnings over the next 12 months.

The estimated fair values of our derivatives designated as hedging instruments as of September 30, 2025 and December 31, 2024 are as follows (in thousands):

Derivative Assets

Fair Value as of

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

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

Interest rate swaps Other noncurrent liabilities — ( 673 )

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

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

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

Effective Portion

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

2025 2024 2025 2024

Interest rate swaps $ 38 $ ( 6,733 ) $ 27 $ 2,600

Total $ 38 $ ( 6,733 ) $ 27 $ 2,600

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

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

2025 2024 2025 2024

Interest rate swaps Interest expense, net $ 144 $ ( 2,133 ) $ 438 $ ( 6,178 )

Total $ 144 $ ( 2,133 ) $ 438 $ ( 6,178 )

Amortization of debt issuance costs 538 354 493

Fair Value Measurements

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Assets and Liabilities that are Measured at Fair Value on a Recurring Basis

Interest Rate Swaps —The fair value of our interest rate swaps is estimated using a combined income and market-based valuation methodology based upon Level 2 inputs, including credit ratings and forward interest rate yield curves obtained from independent pricing services.

Money market funds —Our valuation technique used to measure the fair values of our money market funds was derived from quoted market prices and active markets for these instruments that exist.

Time deposits —Our valuation technique used to measure the fair values of our time deposit instruments was derived from the following:

non-binding market consensus prices that were corroborated by observable market data and quoted market prices for similar instruments.

Investment in securities— In May 2022, we acquired 8 million shares of Class A Common Stock, par value of $ 0.0001 per share, of Global Business Travel Group, Inc.

(“GBT”) for an aggregate purchase price of $ 80 million, which was included in prepaid expenses and other current assets in our consolidated balance sheets.

The terms of these shares did not contain any restrictions that would impact our ability to sell the shares in the future.

The fair value of our investment in GBT was based on its share price, a Level 1 input, as the stock is publicly traded on the New York Stock Exchange under the symbol GBTG.

In the third quarter of 2024, we sold all 8 million shares of our investment for $ 55 million and recognized a net gain of $ 3 million for the year ended December 31, 2024.

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

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

Money market funds and investment in securities —We classify our money market funds and investment in securities within Level 1 of the fair value hierarchy as they are valued using quoted market prices in active markets for identical assets.

Time deposits —We classify our time deposits within Level 2 of the fair value hierarchy as these instruments are valued using a market approach based on non-binding market consensus prices that are corroborated by observable market data and quoted market prices for similar instruments in active markets.

Interest Rate Swaps —We classify our interest rate swaps within Level 2 of the fair value hierarchy.

The fair value of our interest rate swaps is estimated using a combined income and market-based valuation methodology based upon Level 2 inputs, including credit ratings and forward interest rate yield curves obtained from independent pricing services.

The following tables present our assets (liabilities) that are required to be measured at fair value on a recurring basis as of March 31, 2026 and December 31, 2025 (in thousands):

Fair Value at Reporting Date Using

September 30, 2025 Level 1 Level 2 Level 3

March 31, 2026 Level 1 Level 2 Level 3

Money market funds $ 309,708 $ 309,708 $ — $ —

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Total assets $ 337,313 $ 310,314 $ 26,999 $ —

Derivatives (1)

Interest rate swap contracts $ ( 585 ) $ — $ ( 585 ) $ —

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Total assets $ 441,406 $ 411,126 $ 30,280 $ —

Derivatives (1)

Interest rate swap contracts $ ( 1,381 ) $ — $ ( 1,381 ) $ —

Total liabilities $ ( 1,381 ) $ — $ ( 1,381 ) $ —

______________________

(1) See Note 8.

Derivatives for further detail.

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

There were no transfers between Levels 1 and 2 within the fair value hierarchy for the three months ended March 31, 2026.

Other Financial Instruments

The carrying value of our financial instruments including cash and cash equivalents, restricted cash and accounts receivable approximates their fair values due to the short term nature of these instruments.

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 their fair value as of September 30, 2025 and December 31, 2024.

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

As of September 30, 2025

The fair values of our 2026 Exchangeable Notes, senior secured notes due 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 FILO Facility was determined using a valuation model that includes certain assumptions and Level 3 inputs.

The outstanding principal balances of our AR Facility and FILO Facility approximated their fair value as of March 31, 2026 and December 31, 2025.

The following table presents the fair value and carrying value of our senior notes and borrowings under our senior secured credit facilities as of March 31, 2026 and December 31, 2025 (in thousands):

As of March 31, 2026

As of December 31, 2025

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2025 Term Loan B-2 68,315 79,140 88,712 78,911

2024 Term Loan B-1 376,500 391,932 712,250 689,655

2024 Term Loan B-2 70,576 74,352 76,313 74,902

Senior Secured Term Loan Due 2028 — — 906,020 853,788

9.25 % senior secured notes due 2025

7.32 % senior exchangeable notes due 2026

133,701 150,000 133,701 150,000

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— — 93,342 91,607

4.00 % senior exchangeable notes due 2025

— — 181,322 183,220

7.32 % senior exchangeable notes due 2026

11.25 % senior secured notes due 2027

— — 1,609 1,548

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We have not identified any triggering events or changes in circumstances since the performance of our annual goodwill impairment test that would require us to perform another goodwill impairment test.

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

We did no t record any goodwill impairment charges for the three months ended March 31, 2026.

Accumulated Other Comprehensive Loss

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

September 30, 2025 December 31, 2024

As of March 31, 2026 and December 31, 2025, the components of accumulated other comprehensive loss, net of related deferred income taxes, are as follows (in thousands):

March 31, 2026 December 31, 2025

Defined benefit pension and other postretirement benefit plans $ ( 70,402 ) $ ( 70,603 )

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Total accumulated other comprehensive loss, net of tax $ ( 67,260 ) $ ( 66,656 )

The amortization of actuarial losses and periodic service credits associated with our retirement-related benefit plans is primarily included in Other, net in the consolidated statements of operations.

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

The amortization of actuarial losses and periodic service credits associated with our retirement-related benefit plans is primarily included in other, net in our consolidated statements of operations.

As of March 31, 2026, we have contributed $ 2 million to our defined benefit pension plan in 2026.

Based on current assumptions, we expect to make additional contributions of up to $ 7 million in 2026 to our defined benefit pension plan.

Derivatives, for information on the income statement line items affected as the result of reclassification adjustments associated with derivatives.

Stock and Stockholders' Equity

Share Repurchase Program

In February 2017, we announced the approval of a multi-year share repurchase program (the “Share Repurchase Program”) to purchase up to $ 500 million of Sabre's common stock outstanding.

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

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

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

Liability-classified stock-based payment awards

In the first quarter of 2026, we adopted a short-term incentive compensation program for non-executive team members.

Under this program, participants are eligible to receive fully-vested shares of our common stock which would be issued in early 2027, contingent upon the achievement of specific performance metrics.

We account for the potential issuance of these shares of common stock as stock-based payment awards granted under this program.

Stock-based compensation expense associated with these awards for the three months ended March 31, 2026 was $ 3 million , of which approximately $ 1 million is included in both technology costs and selling, general and administrative expenses, and an immaterial amount is included in cost of revenue, excluding technology costs, in our consolidated statement of operations.

Because the incentive compensation associated with these awards represents a fixed dollar amount that, if payable, will be settled in a variable number of shares of our common stock, we are currently accounting for these awards as liability-classified awards.

Accordingly, the offset to the $ 3 million of stock-based compensation expense we have recognized in connection with these awards during the three months ended March 31, 2026 is included in accrued compensation and related benefits on our consolidated balance sheet.

Exchangeable Notes

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

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

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

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

Debt for further details.

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

The 2026 Exchangeable Notes mature on August 1, 2026 , at which time the principal amount of any outstanding 2026 Exchangeable Notes must be repaid in cash.

For any exchanges initiated during the “free exchangeability period,” which began on February 1, 2026 , and continues until the close of business on the second scheduled trading day preceding the August 1, 2026 maturity date, we intend to apply the “default settlement method”.

This method is combination settlement with a specified dollar amount of $1,000.

Share Repurchase Program

In February 2017, we announced the approval of a multi-year share repurchase program (the “Share Repurchase Program”) to purchase up to $ 500 million of Sabre's common stock outstanding.

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

During the three months ended March 31, 2026, we did not repurchase any shares pursuant to the Share Repurchase Program.

As of March 31, 2026, the Share Repurchase Program remains suspended and approximately $ 287 million remains authorized for repurchases.

Earnings Per Share

The following table reconciles the numerators and denominators used in the computations of basic and diluted earnings per share from continuing operations (in thousands, except per share data):

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

2025 2024 2025 2024

Three Months Ended March 31,

Income (loss) from continuing operations $ 9,394 $ ( 3,377 )

Net (loss) income attributable to noncontrolling interests ( 108 ) 213

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

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

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

Net income (loss) from continuing operations available to common stockholders, basic and diluted $ 9,502 $ ( 3,590 )

Basic weighted-average common shares outstanding 395,154 386,271

Dilutive effect of stock options and restricted stock awards

Dilutive effect of exchangeable notes

Dilutive effect of restricted stock awards

Diluted weighted-average common shares outstanding 397,564 386,271

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

The diluted weighted-average common shares outstanding calculation excludes 4 million of dilutive stock options and restricted stock awards for the nine months ended September 30, 2025, and 3 million and 2 million of dilutive stock options and restricted stock awards for the three and nine months ended September 30, 2024, respectively, as their effect would be anti-dilutive given the net loss incurred in the period.

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

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

The calculation of diluted weighted-average shares excludes the impact of 17 million of anti-dilutive common stock equivalents for the three months ended March 31, 2026 and immaterial amounts of anti-dilutive common stock equivalents for the three months ended March 31, 2025.

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 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.

Under the if-converted method, the Exchangeable Notes are assumed to be converted at the beginning of each period.

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

The approximate ly 42 million resulting common shares related to the Exchangeable Notes for the nine months ended September 30, 2025, and approximately 57 million resulting common shares related to the Exchangeable Notes for each of the three and nine months ended September 30, 2024, are not included in the dilutive weighted-average common shares outstanding calculation as their effect would be anti-dilutive given the net loss incurred in the period.

The approximate ly 33 million resulting common shares related to the 2026 Exchangeable Notes for the three months ended March 31, 2026, and approximate ly 57 million resulting common shares related to the Exchangeable Notes for the three months ended March 31, 2025, are not included in the dilutive weighted-average common shares outstanding calculation as their effect would be anti-dilutive.

Contingencies

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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 through March 2023 with the Income Tax Appellate Tribunal ("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 2005 through March 2016 and March 2018 through March 2021.

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

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

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, including SAPPL, and other group companies, that have not been dismissed, we could be subject to taxes, interest and penalties of approximately $ 21 million as of March 31, 2026.

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

Although we do not believe that the outcome of the proceedings will result in a material impact on our business or financial condition, litigation is by its nature uncertain.

We do not believe a negative 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.

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.

Litigation Relating to Routine Proceedings

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

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

As of March 31, 2026, we do not believe that an adverse outcome is probable and therefore have not made any provisions or recorded any liability for the potential resolution of any of these claims.

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

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

What changed 10-Q

Item 1. Financial Statements