What changed in this filing

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Item 2. Management’s Discussion and Analysis

2026-05-07 compared with 2025-11-05 · 220 added, 278 removed, 211 unchanged (70% of the section changed)

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The following discussion and analysis should be read in conjunction with our consolidated financial statements and related notes contained elsewhere in this Quarterly Report on Form 10-Q and our Annual Report on Form 10-K filed with the SEC on February 18, 2026.

At Sabre, we make travel happen.

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

Sabre is an AI-native technology leader, backed by one of the world’s largest travel data clouds.

Sabre aims to transform insights into innovation, empowering airlines, hoteliers, agencies and other partners to retail, distribute and fulfill travel worldwide.

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

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.

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

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

We generate revenue from our distribution activities through transaction fees for bookings on our Sabre Mosaic TM Marketplace ("Marketplace"), as well as product revenue from agency solutions offerings such as payments and media, and from our Sabre Mosaic TM Airline Technology ("Airline Technology") through recurring usage-based fees for the use of our SaaS and hosted systems, as well as upfront fees and professional services fees.

Recent Developments Affecting our Results of Operations

Inflation offset program

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.

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.

Sale of Hospitality Solutions Business

On April 27, 2025, we entered into a definitive purchase agreement with an affiliate of TPG (the “Buyer") pursuant to which the Buyer agreed to purchase our Hospitality Solutions business, an extensive suite of leading software solutions for hoteliers.

On April 27, 2025, we entered into a definitive agreement with an affiliate of TPG (the “Buyer") pursuant to which the Buyer agreed to purchase our Hospitality Solutions business, an extensive suite of leading software solutions for hoteliers.

On July 3, 2025, we closed the transaction (the “Hospitality Solutions Sale”), resulting in cash proceeds of $969 million, net, which was used primarily to repay our outstanding indebtedness.

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

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

The operating results of our Hospitality Solutions business are presented as discontinued operations on our consolidated statements of operations for all periods presented.

The presentation of discontinued operations excludes general corporate overhead and other costs that do not meet the requirements to be presented as discontinued operations.

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

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

Discontinued Operations and Dispositions for further details.

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

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

Discontinued Operations and Dispositions to our consolidated financial statements for further details.

All amounts reference results from continuing operations unless otherwise indicated.

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

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

In addition, we expect that the U.S.

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

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

migrated prior to 2024;

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

Industry air distribution volume growth has recently come under pressure due to conflict in the Middle East, which may continue into the future and could impact our rate of growth.

In the first quarter of 2026, we have experienced year-on-year bookings growth due to implementation of certain commercial wins from recent years.

Towards the end of the quarter, however, the onset of the conflict in the Middle East and resulting increase in fuel prices created headwinds that impacted air distribution bookings, and those pressures have and may continue to have a negative impact on our bookings.

In the near term, we expect these trends to continue into the second quarter of 2026 and anticipate low-to-mid-single-digit air bookings growth for the year.

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

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

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

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

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

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

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

Factors Affecting our Results

In addition to the “—Recent Developments Affecting our Results of Operations” above, a discussion of trends that we believe are the most significant opportunities and challenges currently impacting our business and industry is included in the section entitled “Management’s Discussion and Analysis of Financial Condition and Results of Operations—Factors Affecting our Results” in our Annual Report on Form 10-K filed with the SEC on February 20, 2025.

In addition to “—Recent Developments Affecting our Results of Operations” above, a discussion of trends that we believe are the most significant opportunities and challenges currently impacting our business and industry is included in the section entitled “Management’s Discussion and Analysis of Financial Condition and Results of Operations—Factors Affecting our Results” in our Annual Report on Form 10-K filed with the SEC on February 18, 2026.

The discussion also includes management’s assessment of the effects these trends have had and are expected to have on our results of continuing operations.

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Components of Revenues and Expenses

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

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

We generate revenue through direct billable bookings processed through our Marketplace, adjusted for estimated cancellations of those bookings.

Other Marketplace revenue includes product revenue from agency solutions offerings such as payments and media.

We also generate revenue from Airline Technology activities from our product offerings including platform product offerings across the full retailing lifecycle from network planning and offer creation to payments, servicing, and disruption recovery.

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

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Cost of revenue, excluding technology costs

Cost of revenue, excluding technology costs, consists primarily of costs associated with the delivery and distribution of our products and services and includes employee-related costs for our delivery, customer operations and call center teams as well as allocated overhead such as facilities and other support costs.

Cost of revenue, excluding technology costs, also includes incentive consideration expense representing payments or other consideration to travel agencies for reservations made on our GDS which accrue on a monthly basis, amortization of upfront incentive consideration representing upfront payments or other consideration provided to travel agencies for reservations made on our GDS which are capitalized and amortized over the expected life of the contract and costs such as stock-based compensation and restructuring charges (in applicable periods).

Cost of revenue, excluding technology costs, consists primarily of incentive consideration expense representing payments or other consideration to travel agencies for reservations made on our Marketplace which accrue on a monthly basis, amortization of upfront incentive consideration representing upfront payments or other consideration provided to travel agencies for reservations made on our Marketplace which are capitalized and amortized over the expected life of the contract.

Cost of revenue, excluding technology costs, also includes costs associated with the delivery and distribution of our products and services and includes employee-related costs for our delivery and customer operations as well as allocated overhead such as facilities and other support costs and costs such as stock-based compensation and restructuring charges (in applicable periods).

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

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Selling, General and Administrative Expenses

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

Depreciation and amortization included in selling, general and administrative expenses is associated with property and equipment, acquired customer relationships, trademarks and brand names purchased through acquisitions or established through the take private transaction in 2007, which includes a remaining useful life of 12 years as of September 30, 2025 for trademarks and brand names.

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

Depreciation and amortization included in selling, general and administrative expenses is associated with property and equipment, acquired customer relationships, trademarks and brand names purchased through acquisitions or established through the take private transaction in 2007, which includes a remaining useful life of 11 years as of March 31, 2026 for trademarks and brand names.

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

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

We generate revenue for each direct billable booking, which includes bookings made through our Marketplace (e.g., Air, Lodging, Car, Rail and Tour) and through our equity method investments in cases where we are paid directly by the travel supplier.

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

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

We also recognize Airline Technology revenue from recurring usage-based fees for passengers boarded.

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

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

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

2025 2024 % Change 2025 2024 % Change

Three Months Ended March 31,

2026 2025 % Change

Direct Billable Bookings - Air 86,973 82,438 5.5%

Direct Billable Bookings - LGS 14,593 14,148 3.1% 43,275 42,192 2.6%

Distribution Total Direct Billable Bookings 95,135 92,796 2.5% 281,789 282,235 (0.2)%

IT Solutions Passengers Boarded 182,212 177,272 2.8% 519,391 514,104 1.0%

Definitions of Non-GAAP Financial Measures

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

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

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

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

We define Adjusted Net Loss from continuing operations per share as Adjusted Net Loss divided by diluted weighted-average common shares outstanding.

These non-GAAP financial measures are key metrics used by management and our board of directors to monitor our ongoing core operations because historical results have been significantly impacted by events that are unrelated to our core operations as a result of changes to our business and the regulatory environment.

We believe that these non-GAAP financial measures are used by investors, analysts and other interested parties as measures of financial performance and to evaluate our ability to service debt obligations, fund capital expenditures, fund our investments in technology transformation, and meet working capital requirements.

We also believe that Adjusted Net Loss and Adjusted EBITDA assist investors in company-to-company and period-to-period comparisons by excluding differences caused by variations in capital structures (affecting interest expense), tax positions and the impact of depreciation and amortization expense.

In addition, amounts derived from Adjusted EBITDA are a primary component of certain covenants under our senior secured credit facilities.

Adjusted Net Loss, Adjusted EBITDA, Free Cash Flow and ratios based on these financial measures are not recognized terms under GAAP.

These non-GAAP financial measures and ratios based on them are unaudited and have important limitations as analytical tools, and should not be viewed in isolation and do not purport to be alternatives to net income as indicators of operating performance or cash flows from operating activities as measures of liquidity.

These non-GAAP financial measures and ratios based on them exclude some, but not all, items that affect net income or cash flows from operating activities and these measures may vary among companies.

Our use of these measures has limitations as an analytical tool, and you should not consider them in isolation or as substitutes for analysis of our results as reported under GAAP.

Some of these limitations are:

• these non-GAAP financial measures exclude certain recurring, non-cash charges such as stock-based compensation expense and amortization of acquired intangible assets;

• although depreciation and amortization are non-cash charges, the assets being depreciated and amortized may have to be replaced in the future, and Adjusted EBITDA does not reflect cash requirements for such replacements;

• Adjusted EBITDA does not reflect amortization of capitalized implementation costs associated with our revenue contracts, which may require future working capital or cash needs in the future;

• Adjusted Net Loss and Adjusted EBITDA do not reflect changes in, or cash requirements for, our working capital needs;

• Adjusted EBITDA does not reflect the interest expense or the cash requirements necessary to service interest or principal payments on our indebtedness;

• Adjusted EBITDA does not reflect tax payments that may represent a reduction in cash available to us;

• Free Cash Flow removes the impact of accrual-basis accounting on asset accounts and non-debt liability accounts, and does not reflect the cash requirements necessary to service the principal payments on our indebtedness;

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

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

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

2025 2024 2025 2024

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

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

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

(266) (315) (221) 338

Direct Billable Bookings - Lodging and Other 14,289 13,918 2.7%

Total Direct Billable Bookings 101,262 96,356 5.1%

Passengers Boarded 170,035 165,826 2.5%

Non‑GAAP Financial Measures and Related Limitations

We have included both financial measures prepared in accordance with U.S.

generally accepted accounting principles (“GAAP”) as well as certain supplemental non‑GAAP financial measures, including Adjusted Net Income from continuing operations (“Adjusted Net Income”), Adjusted EBITDA, Free Cash Flow, and ratios derived from these measures.

The non‑GAAP financial measures are presented in addition to, and not as a substitute for, financial results prepared in accordance with GAAP.

GAAP financial measures are presented with equal or greater prominence wherever non‑GAAP financial measures are discussed.

Adjusted Net Income is defined as income (loss) from continuing operations adjusted to exclude acquisition‑related amortization;

restructuring and other costs;

loss on extinguishment of debt;

disposition‑related costs;

litigation costs, net;

indirect tax matters;

stock‑based compensation;

and the related tax impacts of these adjustments.

Adjusted EBITDA is defined as income (loss) from continuing operations adjusted to exclude depreciation and amortization of property and equipment;

amortization of capitalized implementation costs;

acquisition‑related amortization;

restructuring and other costs;

interest expense, net;

loss on extinguishment of debt;

disposition‑related costs;

litigation costs, net;

indirect tax matters;

stock‑based compensation;

and the provision for income taxes.

Free Cash Flow is defined as cash (used in) provided by operating activities, less cash used for additions to property and equipment.

Adjusted Net Income from continuing operations per share is defined as Adjusted Net Income divided by diluted weighted‑average common shares outstanding.

Purpose and Use by Management

Management and the board of directors use these non‑GAAP financial measures to evaluate trends in our operating performance, assess period‑to‑period comparability, and support internal planning and decision‑making.

These measures are particularly useful in evaluating operating performance because historical results have been affected by items that management believes are not indicative of ongoing core operations.

In addition, amounts derived from Adjusted EBITDA are used in connection with certain financial covenants under our senior secured credit facilities.

These non‑GAAP financial measures should not be considered measures of liquidity, nor do they represent cash available for discretionary use.

Free Cash Flow does not represent residual cash available for distribution and does not reflect all cash

requirements of the business.

Other companies, including those within our industry, may define or calculate similarly titled non‑GAAP financial measures differently, limiting the usefulness of such measures as comparative tools.

Limitations of Non‑GAAP Financial Measures

Adjusted Net Income, Adjusted EBITDA, Free Cash Flow, and related ratios are not recognized measures under GAAP and have inherent limitations as analytical tools.

Accordingly, they should not be considered in isolation or as substitutes for net income (loss), income (loss) from continuing operations, or cash flows from operating activities prepared in accordance with GAAP.

The limitations of these non‑GAAP financial measures include, but are not limited to, the following:

• They exclude certain expenses that are recurring in nature, including stock‑based compensation and amortization of acquired intangible assets.

• Although depreciation and amortization are non‑cash expenses, the assets being depreciated and amortized may require replacement in the future, and Adjusted EBITDA does not reflect the capital expenditures required for these replacements.

• Adjusted EBITDA excludes amortization of capitalized implementation costs related to revenue contracts, which may result in future working capital or cash requirements.

• Adjusted Net Income and Adjusted EBITDA do not reflect changes in, or cash requirements associated with, working capital.

• Adjusted EBITDA does not reflect interest expense, principal repayments, or other cash requirements necessary to service our indebtedness.

• Adjusted EBITDA does not reflect income tax payments that could reduce cash available to us.

• Free Cash Flow reflects changes in operating assets and liabilities determined under accrual accounting and does not reflect all cash requirements, including mandatory debt service obligations.

• Other companies, including those within our industry, may define or calculate similarly titled non‑GAAP financial measures differently, limiting the usefulness of such measures as comparative tools.

Investor Considerations

Investors are encouraged to review the reconciliation of non‑GAAP financial measures to the most directly comparable GAAP financial measures and to evaluate our operating performance, financial position, and liquidity using GAAP measures in conjunction with, and not in lieu of, these non‑GAAP financial measures.

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

Three Months Ended March 31,

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

Acquisition-related amortization (1a)

7,730 8,257 23,194 24,773

Restructuring and other costs (2)

3,815 (648) 3,815 9,791

Loss on extinguishment of debt 2,728 —

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Disposition-related costs (4)

720 1,713 1,240 2,576

Litigation costs, net (6)

Indirect tax matters (5)

3,915 11,138 (4,036) 18,844

Stock-based compensation (6)

Stockholder matter costs (7)

Tax impact of adjustments (8)

(4,117) (12,136)

Adjusted Net Loss from continuing operations $ (4,880) $ (18,868) $ (9,917) $ (46,352)

Adjusted Net Loss from continuing operations per share $ (0.01) $ (0.05) $ (0.03) $ (0.12)

Adjusted Net Income from continuing operations $ 24,293 $ 2,783

Adjusted Net Income from continuing operations per share $ 0.06 $ 0.01

Adjusted diluted weighted-average common shares outstanding (9)

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Amortization of capitalized implementation costs (1c)

2,797 3,029 8,690 9,469

Acquisition-related amortization (1a)

7,730 8,257 23,194 24,773

Restructuring and other costs (2)

3,815 (648) 3,815 9,791

Interest expense, net 122,963 109,790

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Disposition-related costs (4)

720 1,713 1,240 2,576

Litigation costs, net (6)

Indirect tax matters (5)

3,915 11,138 (4,036) 18,844

Stock-based compensation (6)

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

Stockholder matter costs (7)

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

Adjusted EBITDA $ 158,710 $ 130,818

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

Nine Months Ended September 30,

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

Three Months Ended March 31,

Cash used in operating activities $ (134,160) $ (63,961)

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

Nine Months Ended September 30,

Three Months Ended March 31,

Cash used in operating activities $ (134,160) $ (63,961)

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______________________________

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

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

(1) Depreciation and amortization expenses:

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

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

(2) Restructuring and other costs primarily represent charges related to the inflation offset program we began implementing in the fourth quarter of 2025.

(3) Other, net includes $10 million of transition services agreement income, net, in the current year period and a gain on the sale of assets of $5 million recognized in the prior year period.

In addition, all periods presented include non-operating gains and losses as well as foreign exchange gains and losses related to the remeasurement of foreign currency denominated balances included in our consolidated balance sheets into the relevant functional currency.

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

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

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

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

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

See detailed disclosures regarding these matters included in the Liquidity and Capital Resources and Risk Factors sections as well as Note 13.

Contingencies, to our consolidated financial statements.

(6) Stock-based compensation represents expense associated with restricted stock units, performance-based restricted stock units, and liability-classified awards related to our 2026 short-term incentive compensation program.

(7) Stockholder matter costs represents external legal and professional advisory fees associated with a strategic governance agreement.

These costs are considered non-recurring and are not representative of our core ongoing operating performance.

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

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

(9) The Adjusted diluted weighted-average common shares outstanding calculation includes approximately 33 million resulting common shares related to the Exchangeable Notes for the three months ended March 31, 2026.

The Adjusted diluted weighted-average common shares outstanding calculation includes 12 million of dilutive restricted stock awards and approximately 57 million resulting common shares related to the Exchangeable Notes for the three months ended March 31, 2025.

Results of Operations

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

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

2025 2024 2025 2024

(Amounts in thousands) (Amounts in thousands)

Three Months Ended March 31,

(Amounts in thousands)

Revenue $ 760,326 $ 702,126

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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)

Three Months Ended September 30, 2025 and 2024

Three Months Ended September 30,

2025 2024 Change

(Amounts in thousands)

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

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

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

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

Cost of revenue, excluding technology costs

Three Months Ended September 30,

2025 2024 Change

(Amounts in thousands)

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

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

Technology Costs

Three Months Ended September 30,

2025 2024 Change

(Amounts in thousands)

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

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

Selling, General and Administrative Expenses

Three Months Ended September 30,

2025 2024 Change

(Amounts in thousands)

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

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

Interest expense, net

Three Months Ended September 30,

2025 2024 Change

(Amounts in thousands)

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

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

Debt for further details.

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

Three Months Ended September 30,

2025 2024 Change

(Amounts in thousands)

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

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

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

Provision for Income Taxes

Three Months Ended September 30,

2025 2024 Change

(Amounts in thousands)

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

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

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

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

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

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

Nine Months Ended September 30, 2025 and 2024

Nine Months Ended September 30,

Three Months Ended March 31, 2026 and 2025

Three Months Ended March 31,

2026 2025 Change

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Revenue $ 760,326 $ 702,126 $ 58,200 8 %

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

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

partially offset by

• a $12 million, or 3%, decrease in IT solutions revenue driven by a $15 million decrease due to the impact of de-migrations from carriers who de-migrated prior to 2024, partially offset by a $2 million increase in volume growth and a $1 million increase in license fee revenue.

Revenue increased $58 million, or 8%, for the three months ended March 31, 2026 compared to the same period in the prior year, primarily due to:

• a $49 million, or 9% increase in Marketplace revenue driven by a $42 million increase in transaction-based revenue primarily due to a 5% increase in direct billable bookings to 101 million and favorable rate impacts, and a $7 million increase in other revenue;

• a $9 million increase in Airline Technology revenue primarily due to revenue previously deferred that met recognition criteria during the period.

Cost of revenue, excluding technology costs

Nine Months Ended September 30,

Three Months Ended March 31,

2026 2025 Change

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Cost of revenue, excluding technology costs $ 334,983 $ 305,471 $ 29,512 10 %

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

Cost of revenue, excluding technology costs, increased $30 million, or 10% for the three months ended March 31, 2026 compared to the same period in the prior year primarily due to a $27 million increase in incentive consideration primarily due to an increase in volume, rates and transaction mix, and a $1 million increase in labor and professional services partially due to a restructuring charge associated with the inflation offset program in the current period.

Technology Costs

Nine Months Ended September 30,

Three Months Ended March 31,

2026 2025 Change

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Technology costs $ 175,421 $ 175,307 $ 114 — %

Technology costs decreased $74 million , or 13% , for the nine months ended September 30, 2025 compared to the same period in the prior year due to a $55 million decrease in labor and professional services primarily due to the cost reduction plan we implemented in prior periods and a reduction in variable-based compensation, a $16 million decrease in hosting costs due to cost savings related to our cloud migrations, and a $3 million decrease in depreciation and amortization primarily due to the completion of amortization of certain capitalized internal use software.

Technology costs increased by an immaterial amount for the three months ended March 31, 2026 compared to the same period in the prior year driven by a $3 million increase in labor and professional services due to a restructuring charge associated with the inflation offset program in the current period, a $2 million increase in technology costs due to an increase in transaction volumes, and a $1 million increase in depreciation and amortization.

These increases were offset by a $6 million decrease in labor and professional services due to a reduction in employee bonus and stock compensation expense.

Selling, General and Administrative Expenses

Nine Months Ended September 30,

Three Months Ended March 31,

2026 2025 Change

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Selling, general and administrative $ 134,005 $ 129,953 $ 4,052 3 %

Selling, general and administrative expenses decreased $34 million, or 8%, for the nine months ended September 30, 2025 compared to the same period in the prior year primarily due to a $12 million decrease in tax litigation reserves as a result of final settlement, a $10 million decrease in indirect taxes, a $7 million decrease primarily due to a sales tax refund in 2025 related to prior tax periods, a $6 million decrease due to savings related to our cloud migration, and a $1 million decrease in other ongoing business expenses.

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

Selling, general and administrative expenses increased $4 million, or 3%, for the three months ended March 31, 2026 compared to the same period in the prior year driven by a $7 million increase primarily due to a sales tax refund in the prior year related to prior tax periods, a $3 million increase in the provision for credit losses, a $5 million increase in labor and professional services due to a restructuring charge associated with the inflation offset program in the current period, a $3 million increase due to professional services costs associated with stockholder matters and a $3 million increase in other expenses.

These increases were partially offset by a $9 million decrease in indirect taxes, primarily due to the reversal of a DST accrual, and a $9 million decrease in labor and professional services due to a reduction in employee bonus and stock compensation expense.

Interest expense, net

Nine Months Ended September 30,

Three Months Ended March 31,

2026 2025 Change

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Interest expense, net $ 122,963 $ 109,790 $ 13,173 12 %

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

Interest expense increased $13 million, or 12%, during the three months ended March 31, 2026 compared to the same period in the prior year primarily due to additional interest incurred since the prior year period in connection with the financing activities that occurred during 2025.

Debt for further details.

Loss on Extinguishment of Debt

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

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

We recognized a loss on extinguishment of debt of $3 million during the three months ended March 31, 2026 primarily due to the early redemption of our 8.625% senior secured notes due 2027, in the first quarter of 2026.

Debt for further details.

Nine Months Ended September 30,

Three Months Ended March 31,

2026 2025 Change

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Other, net $ (7,001) $ (2,705) $ (4,296) (159) %

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

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

Provision for Income Taxes

Nine Months Ended September 30,

Other, net decreased $4 million for the three months ended March 31, 2026 compared to the same period in the prior year primarily due to $10 million of transition services agreement income, net, associated with the Hospitality Solutions Sale, partially offset by a gain on the sale of assets of $5 million recognized in the prior year period.

Benefit for Income Taxes

Three Months Ended March 31,

2026 2025 Change

(Amounts in thousands)

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

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

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

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

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

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

Benefit for income taxes $ (11,398) $ (11,648) $ 250 2 %

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.

Liquidity and Capital Resources

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

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

September 30, 2025 December 31, 2024

As of March 31, 2026 and December 31, 2025, our cash and cash equivalents and outstanding letters of credit were as follows (in thousands):

March 31, 2026 December 31, 2025

Cash and cash equivalents $ 643,575 $ 791,555

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______________________

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

As of September 30, 2025, we had $78 million outstanding under the AR Facility.

(1) AR Facility (as defined below) does not include the "first-in, last-out" term loan tranche (the "FILO Facility") under the accounts receivable securitization facility (the "Securitization Facility").

As of March 31, 2026, we had $83 million outstanding under the revolving tranche under the Securitization Facility (the " AR Facility").

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

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

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

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

We held no short-term investments as of March 31, 2026 and December 31, 2025.

We had $21 million held as cash collateral for standby letters of credit in restricted cash on our consolidated balance sheets as of March 31, 2026 and December 31, 2025 and $98 million in restricted cash for purposes of redeeming the 8.625% senior secured notes due 2027, in the first quarter of 2026, on our consolidated balance sheet as of December 31, 2025.

Liquidity Outlook

We have experienced volume growth that has generally leveled off, which may continue into the future and could impact our rate of growth.

Industry air distribution volume growth has recently come under pressure due to conflict in the Middle East, which may continue into the future and could impact our rate of growth.

In the first quarter of 2026, we have experienced year-on-year bookings growth due to implementation of certain commercial wins from recent years.

In the near term, we expect these trends to continue into the second quarter of 2026 and anticipate low-to-mid-single-digit air bookings growth for the year.

These changes have had, and we believe they will continue to have, a material negative impact on our financial results and liquidity, and this negative impact may continue.

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

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

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

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

In addition, during this period, we repaid debt using cash from our balance sheet of $96 million.

Further, we used proceeds of $822 million from the sale of Hospitality Solutions to pay down debt and added approximately $135 million of cash to the balance sheet, in accordance with the terms of the Amended and Restated Credit Agreement, dated as of February 19, 2013 (the "Amended and Restated Credit Agreement").

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

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

The 2026 Exchangeable Notes (as defined below) of $150 million mature in August 2026 and the Securitization Facility (as defined below) of $203 million matures in March 2027.

No further maturities occur until 2029.

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

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

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

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

We expect the full year 2025 pro forma free cash flow to be approximately $70 million, which we expect to be impacted by normal seasonality on a quarterly basis.

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

Cash provided by operations for full year 2026 is expected to be approximately $10 million and free cash flow is expected to be approximately negative $70 million, driven primarily by the impact of restructuring costs associated with the inflation offset program.

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

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

These transactions may require cash expenditures or

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

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

As we continue to proactively manage our balance sheet and taking into consideration the macroeconomic environment and geopolitical uncertainty, including the conflict in the Middle East and resulting increase in fuel prices, we are considering refinancing some or all of the 2026 Exchangeable Notes depending on market conditions.

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

On July 4, 2025, tax legislation commonly referred to as the One Big Beautiful Bill Act (“OBBBA”) was enacted in the U.S.

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federal cash tax benefit for 2025.

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

Countries primarily in Europe continue to propose DSTs in addition to countries that have already enacted DSTs.

DSTs are assessed on revenue earned by multinational companies from the provision of certain digital services, such as the use of an online marketplace, regardless of physical presence.

Canada repealed their DST on March 26, 2026, and we reversed our accrual for these taxes.

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

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Capital Resources

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

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

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

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

monetary policy, and more recently tariff-related policy.

As of March 31, 2026, our outstanding debt totaled $4.3 billion, which is net of debt issuance costs and unamortized discounts of $173 million.

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

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

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

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

Through June 4, 2025, the 2023 term loan credit agreement governing the senior secured term loan due 2028 (the “2028 Term Loan") provided the ability for interest to be payable-in-kind, such that amounts due were capitalized into the note balance at the payment date rather than paid in cash, reducing our near-term cash payments for interest on this debt.

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

Currently interest rates on the majority of our debt, net of cash and hedging impacts from interest rate swaps, is fixed, such that we are not significantly impacted by changes in interest rates.

From time to time, we review and consider opportunities to refinance or repurchase our existing debt, as well as conduct debt or equity offerings to support future strategic investments, support operational requirements, provide additional liquidity, or pay down debt.

Global capital markets experienced sustained volatility throughout 2025, and have remained constrained through the first quarter of 2026, due to the expansion of regional conflicts in the Middle East into broader maritime and energy supply chain disruptions, ongoing trade frictions and tariff related disruptions, and continued ambiguity regarding inflation trends and the future path of U.S.

monetary policy.

Subject to these market conditions, we may opportunistically refinance portions of our debt in the near term, including some or all of the 2026 Exchangeable Notes due in August 2026, which, at current interest rates and market conditions, may negatively impact our interest expense or result in higher dilution.

In addition, from time to time, we may decide to repurchase or otherwise retire portions of our existing indebtedness through transactions in the open market, privately negotiated transactions, tender offers, exchange offers or otherwise, or we may redeem or prepay portions of our existing indebtedness.

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For more information, see "Risk Factors—We may require more cash than we generate in our operating activities, and additional funding on reasonable terms or at all may not be available."

Under the Amended and Restated Credit Agreement, dated as of February 19, 2013 (the "Amended and Restated Credit Agreement"), the loan parties are subject to certain customary non-financial covenants, including restrictions on incurring certain types of indebtedness, creation of liens on certain assets, making of certain investments, and payment of dividends.

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

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

Under the Amended and Restated Credit Agreement, the loan parties are subject to certain customary non-financial covenants, including restrictions on incurring certain types of indebtedness, creation of liens on certain assets, making of certain investments, and payment of dividends.

The Securitization Facility (as defined below) also 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 and securing the loans made by the lenders, as well as customary reserve requirements, events of default, termination events, and servicer defaults.

The June 2029 Notes (as defined below) also include various non-financial covenants, including restrictions on making certain investments, disposition activities and affiliate transactions.

In addition, the June 2029 Notes contain customary prepayment events and financial and negative covenants and other representations, covenants and events of default based on, but in certain instances more restrictive than, the Amended and Restated Credit Agreement.

As of March 31, 2026, we were in compliance with all covenants under the terms of the Amended and Restated Credit Agreement, the Securitization Facility (as defined below), the June 2029 Notes and the 2025 Pari Passu Loan Agreement (as defined below).

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

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Recent Events Impacting Our Liquidity and Capital Resources

Debt paydown related to the sale of Hospitality Solutions business

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

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

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.

In addition, receivables related to the Hospitality Solutions business were removed from the Securitization Facility on July 3, 2025, and we repaid $23 million of the outstanding balance on our Securitization Facility .

Senior Secured Credit Facilities

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

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

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

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

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.

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

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

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

Except for the extended maturity and new pricing terms, the 2024 Term Loans have substantially similar terms as the Existing Term Loans, including guarantees and security interests.

In December 2025, we agreed to exchange $347 million of the existing senior secured term loans for $375 million of new senior secured term loans maturing on July 30, 2029 (the “2025 Term Loans”).

This agreement included 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), 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.

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

We determined this transaction represents a debt modification and therefore expensed all $5 million of third-party costs to other, net in our consolidated statement of operations for the year ended December 31, 2025 and included them in cash flow from operations as paid as of December 31, 2025.

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.

Senior Secured Notes

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

The net proceeds from the issuance were used (i) to fully prepay $900 million of its outstanding principal under an intercompany loan agreement with Sabre Financial Borrower, LLC, which applied such amounts toward full prepayment of Sabre Financial Borrower, LLC’s Senior Secured Term Loan due 2028;

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

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

On June 4, 2025, we 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 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 2028 Term Loan;

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”).

The July 2030 Notes bear interest at a rate of 11.125% per year, and mature on July 15, 2030.

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

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

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

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

On November 25, 2024, Sabre GLBL exchanged approximately $246 million in principal amount of our 8.625% senior secured notes due 2027 (the “June 2027 Notes”) and approximately $509 million in principal amount of our 11.250% senior secured notes due December 2027 (the “December 2027 Notes”) for approximately $800 million of new 10.750% senior secured notes due November 2029 (the “November 2029 Notes”) (the “Initial November 2024 Exchange Transactions”).

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 9.250% senior secured notes due 2025 (the “April 2025 Notes”) and approximately $4 million of our 7.375% senior secured notes due 2025 (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.

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

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 issued in September 2023.

We incurred additional fees of approximately $1 million, which were funded with cash on hand.

We determined that the March 2024 Senior Secured Exchange Transaction, including the impact of the exchange fees, represents a debt extinguishment and therefore recognized a loss on extinguishment of debt during the nine months ended September 30, 2024 of approximately $7 million, primarily consisting of exchange fees related to the June 2027 Notes.

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

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

We concluded that the June 2025 Refinancing represented a debt extinguishment and therefore recognized a loss on extinguishment of debt during the year ended December 31, 2025 of approximately $85 million.

Cash proceeds from the new issuance, payments for the debt principal prepayment (excluding previously capitalized interest amounts) as well as third-party costs and fees paid to lenders that were directly related to the debt extinguishment were reflected as financing cash flows within our consolidated statements of cash flows as of December 31, 2025.

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

On December 5, 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, pay interest 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).

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

On December 8, 2025, we exchanged approximately $379 million in principal of the 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 March 2030 Notes bear interest at a rate of 10.750% and mature on March 15, 2030.

We determined this 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 statement of operations for the year ended December 31, 2025 and included them in cash flow from operations as paid as of December 31, 2025.

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 and deposited funds in trust solely for the benefit of holders of the June 2027 Notes of $98 million which 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.

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.

Exchangeable Notes

On March 19, 2024, Sabre GLBL exchanged $150 million aggregate principal amount of our then-outstanding 4.000% senior exchangeable notes due 2025 (the “ 2025 Exchangeable Notes”) for $150 million aggregate principal amount of Sabre GLBL's newly-issued 7.32% senior exchangeable notes due 2026 (the "2026 Exchangeable Notes" and, together with the 2025 Exchangeable Notes, the "Exchangeable Notes") and approximately $30 million of cash (the "March 2024 Exchangeable Notes Exchange Transaction").

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

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

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

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

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

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

Securitization Facility

On February 14, 2023, Sabre Securitization, LLC, our indirect, consolidated subsidiary and a special purpose entity (“Sabre Securitization”), entered into a three-year committed accounts receivable securitization facility (as amended from time to time the “Securitization Facility”) of up to $200 million with PNC Bank, N.A.

On March 29, 2024, Sabre Securitization increased the overall size of the existing Securitization Facility from $200 million to $235 million by issuing a $120 million "first-in, last-out" term loan tranche under the Securitization Facility (such tranche, the "FILO Facility") and reducing the revolving tranche under the Securitization Facility to $115 million (such tranche, the "AR Facility").

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

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

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

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

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.

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 the 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.

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

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

Nine Months Ended September 30,

As of March 31, 2026, we had $150 million aggregate principal amount of our 7.32% senior exchangeable notes due 2026 (the "2026 Exchangeable Notes") outstanding.

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.

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.

Three Months Ended March 31,

(Amounts in thousands)

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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)

Operating Activities

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

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

Cash used in operating activities totaled $134 million for the three months ended March 31, 2026.

The $70 million decrease in operating cash flow from the same period in the prior year was primarily due to a $67 million increase in interest payments in connection with our debt, $19 million of severance payments made in connection with the inflation offset program and a contribution of $2 million to our defined benefit pension plan, partially offset by a $23 million decrease in variable-based compensation payments.

Investing Activities

For the nine months ended September 30, 2025, we used $59 million of cash for capital expenditures primarily related to software developed for internal use, partially offset by the proceeds received from the sale of assets of $9 million.

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

For the three months ended March 31, 2026, we used $21 million of cash for capital expenditures primarily related to software developed for internal use.

For the three months ended March 31, 2025, we used $17 million of cash for capital expenditures primarily related to software developed for internal use, partially offset by the proceeds received from the sale of assets of $10 million.

Financing Activities

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

For the three months ended March 31, 2026, financing activities used $92 million.

Significant highlights of our financing activities include:

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

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

• payments of $92 million on our June 2027 Notes, $2 million on our December 2027 Notes , and $1 million on our 2024 Term Loan B-2, 2025 Term Loan B-1, and 2025 Term Loan B-2;

• payment of $4 million for debt discount and issuance costs;

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

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

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

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

• net receipts received on behalf of Hospitality Solutions under the transition services agreement of $3 million;

• proceeds of $2 million for final cash settlement as a result of the sale of assets.

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

Significant highlights of our financing activities include:

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

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

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

• proceeds of $50 million from the issuance of our June 2027 Notes;

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

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

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

• net proceeds of $19 million on borrowings on our AR Facility;

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

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

Discontinued Hospitality Solutions Business

Cash provided by discontinued operations totaled $3 million for the three months ended March 31, 2026.

The $21 million increase in cash flow from the same period in the prior year was primarily due to the payment of approximately $20 million of interest in the prior year period.

Contractual Obligations

There were no material changes to our future minimum contractual obligations since December 31, 2024, as previously disclosed in our Annual Report on Form 10-K filed with the SEC on February 20, 2025, and in our Quarterly Report on Form 10-Q filed with the SEC on May 7, 2025, other than impacts of the debt repayments under our senior secured credit facilities and the Securitization Facility as a result of the Hospitality Solutions Sale.

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

There were no material changes to our future minimum contractual obligations since December 31, 2025, as previously disclosed in our Annual Report on Form 10-K filed with the SEC on February 18, 2026.

We had no off balance sheet arrangements during the three months ended March 31, 2026 and year ended December 31, 2025.

Recent Accounting Pronouncements

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What changed 10-Q

Item 2. Management’s Discussion and Analysis