What changed in this filing

/stocks — the workspaceLOADING

Item 1A. Risk Factors

2026-05-07 compared with 2025-11-05 · 134 added, 103 removed, 410 unchanged (37% of the section changed)

2 unchanged sentences

Any one or more of these factors could directly or indirectly cause our actual results of operations and financial condition to vary materially from past or anticipated future results of operations and financial condition.

Any of these factors, in whole or in part, could materially and adversely affect our business, financial condition, results of operations and stock price.

These disclosures reflect our beliefs and opinions as to factors that, in whole or in part, could materially and adversely affect our business, financial condition, results of operations and stock price.

References to past events are provided by way of example only and are not intended to be a complete listing or a representation as to whether or not these factors have occurred in the past or their likelihood of occurring in the future.

Risks Related to Our Business and Industry

9 unchanged sentences

(2) financial instability of travel suppliers and the impact of any fundamental corporate changes to such travel suppliers, such as airline bankruptcies, consolidations, or suspensions of service on the cost and availability of travel content;

(3) factors that affect demand for travel such as outbreaks of contagious diseases, including COVID-19, influenza, Zika, Ebola and the MERS virus, increases in fuel prices, government shutdowns, changing attitudes towards the environmental costs of travel, safety concerns and movements toward remote working environments and changes in business practices;

(3) factors that affect demand for travel such as outbreaks of contagious diseases, including COVID-19, influenza, Zika, Ebola and the MERS virus, increases in fuel prices, changing attitudes towards the environmental costs of travel, safety concerns and movements toward remote working environments and changes in business practices;

(4) political events like acts or threats of terrorism, hostilities, war and political unrest;

(5) inclement weather, natural or man-made disasters and the effects of climate change;

and (6) factors that affect supply of travel, such as travel restrictions, regulatory actions, aircraft groundings, or changes to regulations governing airlines and the travel industry, like government sanctions that do or would prohibit doing business with certain state-owned travel suppliers, work stoppages or labor unrest at any of the major airlines, hotels or airports.

and (6) factors that affect supply of travel, such as travel restrictions, regulatory actions, aircraft groundings, government shutdowns or changes to regulations governing airlines and the travel industry, like government sanctions that do or would prohibit doing business with certain state-owned travel suppliers, work stoppages or labor unrest at any of the major airlines, hotels or airports.

Societal norms with respect to travel may change permanently in ways that cannot be predicted and that can change the travel industry in a manner adverse to our business.

Our ability to recruit, train and retain employees, including our key executive officers and technical employees, is critical to our results of operations and future growth .

Our continued ability to compete effectively depends on our ability to recruit new employees and retain and motivate existing employees, particularly professionals with experience in our industry, information technology and systems, as well as our key executive officers.

For example, the specialized skills we require can be difficult and time-consuming to acquire and are often in short supply.

There is high demand and competition for well-qualified employees on a global basis, such as software engineers, developers and other technology professionals with specialized knowledge in software development, especially expertise in certain programming languages.

This competition affects both our ability to retain key employees and to hire new ones.

Similarly, uncertainty in the global political environment may adversely affect our ability to hire and retain key employees.

Any of our employees may choose to terminate their employment with us at any time, and a lengthy period of time is required to hire and train replacement employees when such skilled individuals leave the company.

Furthermore, changes in our employee population, including our executive team, could impact our results of operations and growth.

If we fail to attract well-qualified employees or to retain or motivate existing employees, our business could be materially hindered by, for example, a delay in our ability to deliver products and services under contract, bring new products and services to market or respond swiftly to customer demands or new offerings from competitors .

We operate in highly competitive, evolving markets, and if we do not continue to innovate and evolve, our business operations and competitiveness may be harmed.

1 unchanged sentence

We must continue to innovate and evolve our current and future offerings to respond to the changing needs of travel suppliers and meet intense competition.

We also face increasing competition as suppliers seek IT solutions that provide the same traveler experience across all channels of distribution, whether indirectly through the GDS or directly through other channels.

As travel suppliers adopt innovative solutions that function across channels, our operating results could suffer if we do not foresee the need for new products or services to meet competition either for GDS or for other distribution IT solutions.

We also face increasing competition as suppliers seek solutions that provide the same traveler experience across all channels of distribution, whether indirectly through distribution systems or directly through other channels.

As travel suppliers adopt innovative solutions that function across channels, our operating results could suffer if we do not foresee the need for new products or services to meet competition.

Adapting to new technological and marketplace developments has required, and may continue to require, substantial expenditures and lead time and we cannot guarantee that projected future increases in business volume will actually materialize.

We have in the past experienced, and may in the future experience, difficulties that could delay or prevent the successful development, marketing and implementation of platforms, enhancements, upgrades and additions.

Moreover, we may fail to maintain, upgrade or introduce new products, services, technologies and systems as quickly as our competitors or in a cost-

effective manner.

For example, we must constantly update our products with new capabilities, such as New Distribution Capability, to adapt to the changing technological and regulatory environment and customer needs.

Moreover, we may fail to maintain, upgrade or introduce new products, services, technologies and systems as quickly as our competitors or in a cost-effective manner.

For example, we must constantly update our products with new capabilities, such as New Distribution Capability (NDC), to adapt to the changing technological and regulatory environment and customer needs.

However, this process can be costly and time-consuming, and our efforts may not be successful as compared to our competitors.

4 unchanged sentences

We depend upon the use of sophisticated information technology and systems.

Our competitiveness and future results depend on our ability to maintain and make timely and cost-effective enhancements, upgrades and additions to our products, services, technologies and systems in response to new technological developments, industry standards, government regulations, and trends and customer requirements.

Our competitiveness and future results depend on our ability to maintain and make timely and cost-effective enhancements, upgrades and additions to our products,

services, technologies and systems in response to new technological developments, industry standards, government regulations, and trends and customer requirements.

For example, migration of our enterprise applications and platforms to other hosting environments has caused us and will continue to cause us to incur substantial costs, and has resulted in and could in the future result in instability and business interruptions, which could materially harm our business.

5 unchanged sentences

In addition, travel suppliers’ use of multiple distribution channels may also adversely affect our contract renegotiations with these suppliers and negatively impact our revenue.

Furthermore, as we attempt to renegotiate new GDS agreements with our travel suppliers, they may withhold some or all of their content (fares and associated economic terms) for distribution exclusively through their direct distribution channels (for example, the relevant airline’s website) or offer travelers more attractive terms for content available through those direct channels after their contracts expire.

Furthermore, as we attempt to renegotiate new Sabre Mosaic TM Marketplace ("Marketplace") agreements with our travel suppliers, they may withhold some or all of their content (fares and associated economic terms) for distribution exclusively through their direct distribution channels (for example, the relevant airline’s website) or offer travelers more attractive terms for content available through those direct channels after their contracts expire.

As a result of these sources of negotiating pressure, we have in the past and may in the future have to decrease our prices to retain their business.

14 unchanged sentences

We collect, process, store, use and transmit a large volume of personal data on a daily basis, including, for example, to process travel transactions for our customers and to deliver other travel-related products and services.

Personal data is increasingly subject to legal and regulatory protections around the world, which vary widely in approach and which possibly

conflict with one another.

Personal data is increasingly subject to legal and regulatory protections around the world, which vary widely in approach and which possibly conflict with one another.

In recent years, for example, U.S.

25 unchanged sentences

For example, if demand for their services decreases, or if a key supplier pulls its content from us, travel buyers may stop utilizing our services or move all or some of their business to competitors or competing channels.

Although our contracts with larger travel agencies often increase the incentive consideration when the travel agency processes a certain volume or percentage of its bookings through our GDS, travel buyers are not contractually required to book exclusively through our GDS during the contract term.

Travel buyers also shift bookings to other distribution channels for many reasons, including to avoid becoming overly dependent on a single source of travel content or to increase their bargaining power with GDS providers.

Although our contracts with larger travel agencies often increase the incentive consideration when the travel agency processes a certain volume or percentage of its bookings through our Marketplace, travel buyers are not contractually required to book exclusively through our Marketplace during the contract term.

Additionally, some regulations allow travel buyers to terminate their contracts earlier.

These risks are exacerbated by increased consolidation among travel agencies and TMCs, which may ultimately reduce the pool of travel agencies that subscribe to GDSs.

We must compete with other GDSs and other competitors for their business by offering competitive upfront incentive consideration, which, due to the strong bargaining power of these large travel buyers, tend to increase in each round of contract renewals.

These risks are exacerbated by increased consolidation among travel agencies and TMCs, which may ultimately reduce the pool of travel agencies that subscribe to distribution systems.

We must compete with other distribution systems and other competitors for their business by offering competitive upfront incentive consideration, which, due to the strong bargaining power of these large travel buyers, tend to increase in each round of contract renewals.

See " Management's Discussion and Analysis of Financial Condition and Results of Operations —Factors Affecting our Results—Increasing travel agency incentive consideration" in our Annual Report on Form 10-K for more information about our incentive consideration.

1 unchanged sentence

Our business depends on maintaining and renewing contracts with our customers and other counterparties.

In connection with our business, we enter into contracts with travel buyers, travel suppliers and hotels.

In connection with our business, we enter into contracts with travel buyers, travel suppliers, third-party distributors and hotels.

Although most of our travel buyer contracts have terms of one to three years, we typically have non-exclusive, five- to ten-year contracts with our major travel agency customers.

We also typically have three- to five-year contracts with corporate travel departments, which generally renew automatically unless terminated with the required advance notice.

A meaningful portion of our travel buyer

agreements, typically representing approximately 15% to 20% of our bookings, are up for renewal in any given year.

A meaningful portion of our travel buyer agreements, typically representing approximately 15% to 20% of our bookings, are up for renewal in any given year.

Similarly, our contracts with airline travel suppliers have a typical duration of three to seven years for larger airlines and one to three years for smaller airlines, and are generally subject to automatic renewal at the end of the term.

Airlines are not typically contractually obligated to distribute exclusively through our GDS during the contract term and may terminate their agreements with us upon providing the required advance notice after the expiration of the initial term.

Airlines are not typically contractually obligated to distribute exclusively through our Marketplace during the contract term and may terminate their agreements with us upon providing the required advance notice after the expiration of the initial term.

We cannot guarantee that we will be able to renew our contracts in the future on favorable economic terms or at all, and the termination or expiration of these agreements could materially adversely impact our business.

See “—Our business is exposed to pricing pressure from travel suppliers." Additionally, we use several third-party distributor partners and equity method investments to extend our GDS services in Europe, the Middle East, and Africa (“EMEA”) and Asia-Pacific (“APAC”).

See “—Our business is exposed to pricing pressure from travel suppliers." Additionally, we use several third-party distributor partners and equity method investments to extend our Marketplace services in Europe, the Middle East, and Africa (“EMEA”) and Asia-Pacific (“APAC”).

The termination of our contractual arrangements with any of these third-party distributor partners and equity method investments could adversely impact our business in the relevant regions.

See “—We rely on third-party distributor partners and equity method investments to extend our GDS services to certain regions, which exposes us to risks associated with lack of direct management control and potential conflicts of interest.” for more information on our relationships with our third-party distributor partners and equity method investments.

In addition, our failure to renew some or all of our agreements on economically favorable terms or at all, or the early termination of these existing contracts, would adversely affect the value of our business as a marketplace due to our limited content and distribution reach, which could cause some of our subscribers to move to a competing GDS or use other travel technology providers for the solutions we provide and would materially harm our business, reputation and brand.

See “—We rely on third-party distributor partners and equity method investments to extend our Marketplace services to certain regions, which exposes us to risks associated with lack of direct management control and potential conflicts of interest.” for more information on our relationships with our third-party distributor partners and equity method investments.

content and distribution reach, which could cause some of our subscribers to move to a competing distribution system or use other travel technology providers for the solutions we provide and would materially harm our business, reputation and brand.

Our business therefore relies on our ability to renew our agreements with our travel buyers, travel suppliers, third-party distributor partners and equity method investments or developing relationships with new travel buyers and travel suppliers to offset any customer losses.

1 unchanged sentence

Because of this concentration among a small number of customers, if an event were to adversely affect one of these customers, it could have a material impact on our business.

Our ability to recruit, train and retain employees, including our key executive officers and technical employees, is critical to our results of operations and future growth .

For example, the specialized skills we require can be difficult and time-consuming to acquire and are often in short supply.

This competition affects both our ability to retain key employees and to hire new ones.

Similarly, uncertainty in the global political environment may adversely affect our ability to hire and retain key employees.

Furthermore, changes in our employee population, including our executive team, could impact our results of operations and growth.

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.

While we believe this to be unlikely, this program may be disruptive to our operations and could yield unanticipated consequences, such as unplanned attrition, increased difficulties in our day-to-day operations and reduced employee morale.

Any unplanned attrition could result in the need for contract support at unplanned additional expense or harm our productivity.

In addition, we may not realize the entire anticipated goals and expected cost savings of this program due to unforeseen difficulties, delays or unexpected cost.

Any of these consequences could have a material adverse effect on our business, financial condition and results of operations.

We are exposed to risks associated with payment card industry data ("PCI") compliance.

12 unchanged sentences

Even if we are ultimately successful in defending ourselves in such matters, we are likely to incur significant fees, costs and expenses as long as they are ongoing.

Further, any litigation may operationally restrict our business, may divert management’s attention and resources, and could adversely impact our reputation.

Any of these consequences could have a material adverse effect on our business, financial condition and results of operations.

1 unchanged sentence

Parts of our business operate in regulated industries and could be adversely affected by unfavorable changes in or the enactment of new laws, rules or regulations applicable to us, which could decrease demand for, or restrict access to, our products and services, increase costs or subject us to additional liabilities.

Moreover, regulatory authorities have relatively broad discretion to grant, renew and revoke licenses and approvals and to implement or interpret regulations.

Moreover, regulatory authorities have relatively broad

discretion to grant, renew and revoke licenses and approvals and to implement or interpret regulations.

Accordingly, these regulatory authorities could prevent or temporarily suspend us from carrying on some or all of our activities or otherwise penalize us if our practices were found not to comply with the applicable regulatory or licensing requirements or any interpretation of such requirements by the regulatory authority.

3 unchanged sentences

Our failure to comply with any of these requirements, interpretations, legislation or regulations could have a material adverse effect on our operations.

Ukraine, North Korea and Syria, and nationals and others of those countries, and certain specifically targeted individuals and entities engaged in conduct detrimental to U.S.

Trade and economic sanctions or other restrictions imposed by the United States, the United Kingdom, the European Union, or other regions or countries could restrict or impact our ability to operate in or provide certain services to restricted markets or parties.

Further, the United States has imposed economic sanctions, and could impose further sanctions in the future, that affect transactions with designated countries, including but not limited to, Cuba, Iran, and North Korea, and nationals and others of those countries, and certain specifically targeted individuals and entities engaged in conduct detrimental to U.S.

national security interests.

These sanctions are administered by the Office of Foreign Assets Control (“OFAC”) and are typically known as the OFAC rules.

The OFAC rules, and similar regulations in other countries, are extensive and complex, and they differ from one sanctions regime to another.

Failure to comply with these regulations could subject us to legal and reputational consequences, including civil and criminal penalties.

We have GDS contracts with carriers that fly to Cuba, Iran, the Crimea, Donetsk and Luhansk regions of Ukraine, North Korea and Syria but are based outside of those countries and are neither owned by those governments or nationals of those countries/regions nor themselves sanctioned.

With respect to Iran, Sudan, North Korea and Syria we believe that our activities are designed to comply with certain information and travel-related exemptions.

With respect to Cuba, we have advised OFAC that we display on the Sabre GDS flight information for, and support booking and ticketing of, services of non-Cuban airlines that offer service to Cuba.

Based on advice of counsel, we believe these activities to fall under an exemption from OFAC regulations applicable to the transmission of information and informational materials and transactions related thereto.

Certain United States sanction programs, including those historically applicable to Syria, have been modified.

However, significant targeted restrictions remain, and changes in sanction policy may occur rapidly.

As a result, we may face compliance risk, reputational harm, or operational disruption arising from evolving compliance regimes.

We have Marketplace contracts with carriers that fly to Cuba, Iran and North Korea;

however, these carriers are based outside those countries and are neither owned by those governments or their nationals, nor are they themselves subject to sanctions.

With respect to Iran and, North Korea, we believe that our activities are designed to comply with certain information and travel-related exemptions.

With respect to Cuba, we have advised the Office of Foreign Assets Control (“OFAC”) that we display on our Marketplace flight information for, and support booking and ticketing of, services of non-Cuban airlines that offer service to Cuba.

Based on advice of counsel, we believe these activities fall under an exemption from OFAC regulations applicable to the transmission of information and informational materials and transactions related thereto.

We believe that our activities with respect to these countries are known to OFAC and other regulators.

We note, however, that sanctions regulations and related interpretive guidance are complex and subject to varying interpretations.

Due to this complexity, a regulator’s interpretation of its own regulations and guidance varies on a case by case basis.

As a result, we cannot provide any guarantees that a regulator will not challenge any of our activities in the future, which could have a material adverse effect on our results of operations.

In Europe, GDS regulations or interpretations thereof may increase our cost of doing business or lower our revenues, limit our ability to sell marketing data, impact relationships with travel buyers, airlines, rail carriers or others, impair the enforceability of existing agreements with travel buyers and other users of our system, prohibit or limit us from offering services or products, or limit our ability to establish or change fees.

Although regulations specifically governing GDSs have been lifted in the United States, they remain subject to general regulation regarding unfair trade practices by the U.S.

Due to this complexity, a regulator’s interpretation of its own regulations and guidance may vary on a case-by-case basis.

As a result, we cannot provide any guarantees that a regulator will not challenge the activities described above in the future, which could have a material adverse effect on our results of operations.

In connection with the current military conflict in Ukraine, the United States, the United Kingdom, the European Union and other governments have imposed varying sanctions and export-control measure packages impacting Russia and certain regions of Ukraine and Belarus.

We continue to actively monitor the ongoing situation.

The extent to which our reputation, operations, and financial results may be affected by the ongoing conflict will depend on various factors, including the extent and duration of the conflict;

the effects of the conflict on regional and global economic and geopolitical conditions;

and the effect of further laws, sanctions and trade control restrictions on our business, the global economy and global supply chains.

Continuation or escalation of the conflict may also exacerbate this and other risk factors identified in this Quarterly Report on Form 10-Q, including cybersecurity, regulatory, and reputational risks.

As noted, the regulations and sanctions that apply to us are complex.

While we have a compliance program in place to help us address these requirements, there can be no assurance that we will be able to consistently address them in an effective manner.

Any failure to comply with these sanctions, export controls and related rules and regulations may subject us to legal and reputational consequences, including civil and criminal penalties.

In the third quarter of 2022, we identified elements of our sanctions compliance program that were not functioning as intended, which we believe we have substantially addressed.

In identifying these elements, we became aware that we received payments that were not material in amount from an air carrier in Russia for Marketplace services, which may have violated U.K.

We voluntarily disclosed the receipt of these payments to the U.K.

Office of Financial Sanctions Implementation (OFSI), and have fully cooperated with all requests from OFSI following the disclosure.

In January 2026, OFSI provided us with a notice of its intention to impose a monetary penalty in relation to this matter.

We accrued the amount of this proposed penalty in our financial results for the quarter ended December 31, 2025;

this accrual did not have a material adverse impact on our financial condition or results of operation.

In Europe, distribution system regulations or interpretations thereof may increase our cost of doing business or lower our revenues, limit our ability to sell marketing data, impact relationships with travel buyers, airlines, rail carriers or others, impair the enforceability of existing agreements with travel buyers and other users of our system, prohibit or limit us from offering services or products, or limit our ability to establish or change fees.

Although regulations specifically governing distribution systems have been lifted in the United States, they remain subject to general regulation regarding unfair trade practices by the U.S.

Department of Transportation (“DOT”).

In addition, continued regulation of GDSs in the E.U.

In addition, continued regulation of distribution systems in the E.U.

and elsewhere could also create the operational challenge of supporting different products, services and business practices to conform to the different regulatory regimes.

2 unchanged sentences

Any changes to these laws or regulations or any new laws or regulations may make it more difficult for us to operate our business.

In addition, in connection with the current military conflict in Ukraine, the United States, the United Kingdom, the European Union and other governments have imposed varying sanctions and export-control measure packages impacting Russia and certain regions of Ukraine and Belarus and may implement additional sanctions and export controls in the future.

The conflict and these sanctions and export controls have prevented us, and in the future could further prevent or discourage us, from performing or renewing existing contracts with or receiving payments from customers in those countries.

In addition, the conflict or these sanctions and export controls have prevented and in the future could further prevent or discourage third parties on whom we may rely from continuing to perform in those countries.

These sanctions, export controls and related items, as well as actions taken by us or others in response to them or otherwise in connection with the military conflict, have adversely impacted, and in the future could further adversely impact, our business, results of operations and financial condition.

Russian legislation and related regulations require activities related to the development, creation and operation of automated information systems for processing domestic air transportation within the Russian Federation to be owned and operated by Russian residents or legal entities with no updates from or connection with systems abroad.

This legislation and these regulations have prohibited us from providing these services in Russia, which has negatively impacted our revenue and results.

Russia has also issued a decree establishing a process for the seizure of assets of U.S.

companies and nationals in Russia, further limiting our ability to operate and provide services in Russia.

As noted, the regulations and sanctions described above, as well as other sanctions regimes, are complex.

While we have a compliance program in place to help us address these items, there can be no assurance that we will be able to consistently address them in an effective manner.

Any failure to comply with these sanctions, export controls and related rules and regulations may subject us to fines, penalties and potential criminal violations.

In the third quarter of 2022, we identified elements of our sanctions compliance program that were not functioning as we intended, which we believe we have substantially addressed.

In identifying these elements, we became aware that we received payments that were not material in amount from an air carrier in Russia for GDS services, and the receipt of these payments may be in violation of U.K.

We have voluntarily disclosed the receipt of these payments to the U.K.

Office of Financial Sanctions Implementation (OFSI), and we are currently cooperating with their review.

If OFSI were to impose a penalty, we do not believe that it would have a material adverse impact on our financial condition or results of operation;

however, there can be no assurance of the outcome of the matter.

We are exposed to risks associated with acquiring or divesting businesses or business operations.

3 unchanged sentences

the diversion of our management’s attention from our existing business to integrate operations and personnel;

possible material adverse effects

on our results of operations during the integration process;

possible material adverse effects on our results of operations during the integration process;

becoming subject to contingent or other liabilities, including liabilities arising from events or conduct predating the acquisition that were not known to us at the time of the acquisition;

4 unchanged sentences

We have also divested, and may in the future divest, businesses or business operations.

Any divestitures may involve a number of risks, including the diversion of management’s attention, significant costs and expenses, failure to obtain necessary regulatory approvals, implementation of transition services related to such divestitures, the loss of customer relationships and cash flow, and the disruption of the affected business or business operations.

Any divestitures may involve a number of risks, including the diversion of management’s attention, significant costs and expenses, failure to obtain necessary regulatory approvals, implementation of transition services related to such divestitures, the loss of customer relationships and cash flow, loss of key personnel or employee attrition, and the disruption of the affected business or business operations.

Failure to timely complete or to consummate a divestiture may negatively affect the valuation of the affected business or business operations or result in restructuring charges.

14 unchanged sentences

See “—Security incidents expose us to liability and could damage our reputation and our business.” Any inability to maintain or enhance awareness of our brands among our existing and target customers could negatively affect our current and future business prospects.

We rely on third-party distributor partners and equity method investments to extend our GDS services to certain regions, which exposes us to risks associated with lack of direct management control and potential conflicts of interest.

Our business utilizes third-party distributor partners and equity method investments to extend our GDS services in EMEA and APAC.

We work with these partners to establish and maintain commercial and customer service relationships with both travel suppliers and travel buyers.

We rely on third-party distributor partners and equity method investments to extend our Marketplace services to certain regions, which exposes us to risks associated with lack of direct management control and potential conflicts of interest.

Our business utilizes third-party distributor partners and equity method investments to extend our Marketplace services in EMEA and APAC.

We work with these partners to establish and maintain commercial and customer service relationships with

both travel suppliers and travel buyers.

Since, in many cases, we do not exercise full management control over their day-to-day operations, the success of their marketing efforts and the quality of the services they provide are beyond our control.

If these partners do not meet our standards for distribution, our reputation may suffer materially, and sales in those regions could decline significantly.

Any interruption in these third-party services, deterioration in their performance or termination of our contractual arrangements with them could negatively impact our ability to extend our GDS services in the relevant markets.

In addition, our business may be harmed due to potential conflicts of interest with our equity method investments.

6 unchanged sentences

Some of our agreements with third-party technology and service providers are terminable for cause on short notice and often provide limited recourse for service interruptions.

We could face significant additional cost or business disruption if:

(1) Any of these providers fail to enable us to provide our customers and suppliers with reliable, real-time access to our systems.

We could face significant additional cost or business disruption if any of these providers fail to enable us to provide our customers and suppliers with reliable, real-time access to our systems.

For example, we have previously experienced a significant outage of the Sabre platform due to a failure on the part of one of our service providers, and such outages may occur in the future.

1 unchanged sentence

Any such future outages could cause damage to our reputation, customer loss and require us to pay compensation to affected customers for which we may not be indemnified or compensated.

(2) Our arrangements with such providers are terminated or impaired and we cannot find alternative sources of technology or systems support on commercially reasonable terms or on a timely basis.

Further, we could face significant additional costs or a business disruption if our arrangements with such providers are terminated or impaired and we cannot find alternative sources of technology or systems support on commercially reasonable terms or on a timely basis.

Our success depends on maintaining the integrity of our systems and infrastructure, which may suffer from failures, capacity constraints, business interruptions and forces outside of our control.

2 unchanged sentences

These constraints could also lead to the deterioration of our services or impair our ability to process transactions and have in the past and could in the future lead to higher costs.

We occasionally experience system interruptions that make certain of our systems unavailable including, but not limited to, our GDS and the services that our business provides.

We occasionally experience system interruptions that make certain of our systems unavailable including, but not limited to, our Marketplace and the services that our business provides.

In addition, we have experienced in the past and may in the future occasionally experience system interruptions as we execute changes for the purpose of enhancing our products or achieving other technological objectives.

System interruptions prevent us from efficiently providing services to customers or other third parties, and have in the past and could in the future cause damage to our reputation and result in the loss of customers and revenues or cause us to incur litigation and liabilities.

Although we have contractually limited our liability for damages caused by outages of our GDS (other than damages caused by our gross negligence or willful misconduct), we cannot guarantee that we will not be subject to lawsuits or other claims for compensation from our customers in connection with such outages for which we may not be indemnified or compensated.

Although we have contractually limited our liability for damages caused by outages of our Marketplace (other than damages caused by our gross negligence or willful misconduct), we cannot guarantee that we will not be subject to lawsuits or other claims for compensation from our customers in connection with such outages for which we may not be indemnified or compensated.

Our systems are also susceptible to external damage or disruption.

8 unchanged sentences

There are additional risks associated with the use of emerging technologies such as generative AI, including risks related to testing and validating the security and privacy mechanisms of the third-party providers, as well as risks related to implementing technical security controls to govern and manage this technology in a secure manner.

If we were to experience a cybersecurity incident related to the integration of AI capabilities into our software product offerings, or if there are deficiencies or other failures of such AI solutions from our third-party providers, our business and results of operations could be adversely affected.

If we were to

experience a cybersecurity incident related to the integration of AI capabilities into our software product offerings, or if there are deficiencies or other failures of such AI solutions from our third-party providers, our business and results of operations could be adversely affected.

For example, there is a risk that generative AI technologies could produce inaccurate or misleading content or other discriminatory or unexpected results or behaviors, such as hallucinatory behavior that can generate irrelevant, nonsensical, or factually incorrect results, all of which could harm our reputation, business, or customer relationships and the operational effectiveness of our AI-enabled systems.

16 unchanged sentences

However, there is no assurance that it will not result in significant costs to us, reputational harm, expenditure of additional resources, lawsuits and related fees, costs and expenses, or regulatory inquiries in the future that could result in a material adverse effect.

For example, we are subject to a lawsuit seeking class certification filed against us in the United States District Court for the Northern District of Texas.

The complaint generally asserts negligence and other claims based on this cybersecurity incident, and, in addition to monetary damages, the plaintiffs are also seeking declaratory and injunctive relief.

We intend to vigorously defend against these claims.

For example, we were subject to a lawsuit seeking class certification filed against us in the United States District Court for the Northern District of Texas.

The complaint generally asserted negligence and other claims based on this cybersecurity incident, and, in addition to monetary damages, the plaintiffs were also seeking declaratory and injunctive relief.

The court has dismissed this case with prejudice.

See “—We are involved in various legal proceedings which may cause us to incur significant fees, costs and expenses and may result in unfavorable outcomes.”

11 unchanged sentences

Third parties may assert, including by means of counterclaims against us as a result of the assertion of our intellectual property rights, that our products, services or technology, or the operation of our business, violate their intellectual property rights.

We are currently subject to such assertions, including patent and trademark infringement claims, and may be subject to such assertions in the future.

We have been subject to such assertions, including patent and trademark infringement claims, and may be subject to such assertions in the future.

These assertions may also be made against our customers who may seek indemnification from us.

36 unchanged sentences

In addition, policing unauthorized use of and enforcing intellectual property can be difficult and expensive.

The fact that we have intellectual property rights, including registered intellectual property rights, may not guarantee success in our attempts to enforce these rights against third parties.

The fact that we have intellectual property rights, including registered intellectual property rights, may not guarantee success in our

attempts to enforce these rights against third parties.

Besides general litigation risks, changes in, or interpretations of, intellectual property laws may compromise our ability to enforce our rights.

21 unchanged sentences

These adverse economic conditions may negatively impact our business results in those regions.

The changes arising from the current presidential administration in the United States as well as volatile political conditions in other countries in which we do business could also create additional uncertainty for the travel industry and our business, including in ways that we cannot foresee.

Any of the foregoing could harm our business and we cannot anticipate all of the ways in which the current economic climate and financial market conditions could adversely impact our business.

In addition, the current military conflict in Ukraine and the related imposition of sanctions and export controls on Russia and Belarus, as well as conflicts in the Middle East, have created global economic uncertainty and contributed to inflationary pressures.

4 unchanged sentences

These risks include, but are not limited to:

(1) business, political and economic instability in foreign locations, including actual or threatened terrorist activities, and military action, as well as the effects of the current military conflict in Ukraine and ongoing conflict in the Middle East (see “Management’s Discussion and Analysis of Financial Condition and Results of Operations—Recent Developments Affecting our Results of Operations");

(2) adverse laws and regulatory requirements, including more comprehensive regulation in the E.U.

and legislation and related regulations in Russia (see “—Any failure to comply with regulations or any changes in such regulations governing our businesses could adversely affect us.”);

(3) changes in foreign currency exchange rates and financial risk arising from transactions in multiple currencies;

(3) changes in foreign

currency exchange rates and financial risk arising from transactions in multiple currencies;

(4) difficulty in developing, managing and staffing international operations because of distance, language and cultural differences;

4 unchanged sentences

(9) export or trade restrictions or currency controls;

(10) governmental policies or actions, such as tariffs, consumer, labor and trade protection measures, and travel restrictions, sanctions and export controls, including restrictions implemented in connection with the current military conflict in Ukraine;

(10) governmental policies or actions, such as tariffs, consumer, labor and trade protection measures, instability in multilateral relationships, and travel restrictions, sanctions and export controls, including restrictions implemented in connection with the current military conflict in Ukraine;

(11) taxes, restrictions on foreign investment and limits on the repatriation of funds;

5 unchanged sentences

We have a significant amount of indebtedness.

As of September 30, 2025, we had $4.2 billion of indebtedness outstanding which is net of debt issuance costs and unamortized discounts.

As of March 31, 2026, we had $4.3 billion of indebtedness outstanding which is net of debt issuance costs and unamortized discounts.

Our substantial level of indebtedness increases the possibility that we may not generate enough cash flow from operations to pay, when due, the principal of, interest on or other amounts due in respect of, these obligations.

6 unchanged sentences

and (6) a competitive disadvantage compared to our competitors that have less debt.

Failure to make any required payments or comply with other covenants under the agreements governing our indebtedness could result in an event of default and acceleration of amounts due.

Subject to market conditions, we have previously, and may in the future, 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 stock dilution.

2 unchanged sentences

As a result, we expect that any material increases in total indebtedness, if available and to the extent issued in the future, may be unsecured.

The terms of our Amended and Restated Credit Agreement allow us to incur additional debt subject to certain limitations.

The terms of the agreements governing our indebtedness allow us to incur additional debt subject to certain limitations.

If new debt is added to current debt levels, the risks described above could intensify.

20 unchanged sentences

We cannot guarantee that our business will generate sufficient cash flow from operations to fund our capital investment requirements or other liquidity needs, including in light of the uncertainty related to volume trends.

Moreover, because we are a holding company with no material direct operations, we depend on loans, dividends and other payments from our subsidiaries to generate the funds necessary to meet our financial obligations.

Moreover, because we are a holding company with no material direct operations, we depend on loans, dividends and other payments from our subsidiaries to

generate the funds necessary to meet our financial obligations.

Our subsidiaries are legally distinct from us and may be prohibited or restricted from paying dividends or otherwise making funds available to us under certain conditions.

4 unchanged sentences

Recent increases in interest rates have significantly increased our interest expense, and further increases in interest rates would result in additional interest expense, which would adversely impact our financial performance.

In addition, any downgrade of our debt ratings by Standard &

Poor’s, Moody’s Investor Service or similar ratings agencies, increases in general interest rate levels and credit spreads or overall weakening in the credit markets could increase our cost of capital.

In addition, any downgrade of our debt ratings by Standard & Poor’s, Moody’s Investor Service or similar ratings agencies, increases in general interest rate levels and credit spreads or overall weakening in the credit markets could increase our cost of capital.

Furthermore, raising capital through public or private sales of equity, or sales of equity-linked securities, could cause earnings or ownership dilution to your shareholding interests in our company.

7 unchanged sentences

Depending on the size of the exposures and the relative movements of interest rates, if we choose not to hedge or fail to effectively hedge our exposure, we could experience a material adverse effect on our results of operations and financial condition.

The market price of our common stock could decline due to the large number of outstanding shares of our common stock eligible for future sale.

Sales of substantial amounts of our common stock or convertible instruments in the public market in future offerings, or the perception that these sales could occur, could cause the market price of our common stock to decline.

The market price of our common stock may be volatile and could decline regardless of our operating performance.

The market price of our common stock may fluctuate significantly in response to numerous factors, many of which are beyond our control, including, actual or anticipated fluctuations in our financial conditions and results of operations;

the financial projections we may provide to the public, any changes in these projections or our failure to meet these projections;

failure of securities analysts to initiate or maintain coverage of our company, changes in financial estimates or ratings by any securities analysts who follow our company or our failure to meet these estimates or the expectations of investors;

announcements by us or our competitors of significant technical innovations, acquisitions, strategic partnerships, joint ventures, results of operations or capital commitments;

anticipated or actual changes in laws, regulations or government policies applicable to our business;

general economic conditions in the United States;

other events or factors, including those resulting from war, pandemics (such as COVID-19), incidents of terrorism or responses to these events;

and the other factors described in this Part II, Item 1A.

Further, sales of substantial amounts of our common stock or convertible instruments in the public market in future offerings, or the perception that these sales could occur, could cause the market price of our common stock to decline.

These sales could also make it more difficult for us to sell equity or equity-linked securities in the future, at a time and price that we deem appropriate.

5 unchanged sentences

To the extent that any of us, our executive officers or directors sell, or indicate an intent to sell, substantial amounts of our common stock in the public market, the trading price of our common stock could decline significantly.

An active market for our common stock may not be maintained.

Our stock began trading on the Nasdaq stock market in 2014 and we can provide no assurance that we will be able to continue to maintain an active trading market on Nasdaq or any other exchange in the future.

If an active market for our common stock is not maintained, it may be difficult for our stockholders to sell shares without depressing the market price for the shares or

An inactive market may also impair our ability to raise capital by selling shares and may impair our ability to acquire other businesses, applications or technologies using our shares as consideration.

Delisting from any Nasdaq market could make trading our common stock more difficult for investors, potentially leading to declines in our share price and liquidity.

In addition, without a Nasdaq market listing, stockholders may have a difficult time getting a quote for the sale or purchase of our common stock, the sale or purchase of our common stock would likely be made more difficult and the trading volume and liquidity of our common stock could decline.

Delisting from Nasdaq could also result in negative publicity and could also make it more difficult for us to raise additional capital.

The absence of such a listing may adversely affect the acceptance of our common stock as currency or the value accorded by other parties.

If our common stock is delisted by Nasdaq, our common stock may be eligible to trade on an over-the-counter quotation system, such as the OTCQB market, where an investor may find it more difficult to sell our common stock or obtain accurate quotations as to the market value of our common stock.

We cannot assure you that our common stock, if delisted from Nasdaq, will be listed on another national securities exchange or quoted on an over-the counter quotation system.

We may recognize impairments on long-lived assets, including goodwill and other intangible assets, or recognize impairments on our equity method investments.

Our consolidated balance sheets as of September 30, 2025 contained goodwill and intangible assets, net totaling $2.7 billion.

Our consolidated balance sheets as of March 31, 2026 contained goodwill and intangible assets, net totaling $2.7 billion.

Future acquisitions that result in the recognition of additional goodwill and intangible assets would cause an increase in these types of assets.

10 unchanged sentences

Ensuring that we have adequate internal financial and accounting controls and procedures in place, as well as maintaining these controls and procedures, is a costly and time-consuming effort that needs to be re-evaluated frequently.

Section 404 of the Sarbanes-Oxley Act (“Section 404”) requires

that we annually evaluate our internal control over financial reporting to enable management to report on, and our independent auditors to audit as of the end of each fiscal year the effectiveness of those controls.

Section 404 of the Sarbanes-Oxley Act (“Section 404”) requires that we annually evaluate our internal control over financial reporting to enable management to report on, and our independent auditors to audit as of the end of each fiscal year the effectiveness of those controls.

In connection with the Section 404 requirements, both we and our independent registered public accounting firm test our internal controls and could, as part of that documentation and testing, identify material weaknesses, significant deficiencies or other areas for further attention or improvement.

7 unchanged sentences

We are subject to a variety of taxes in many jurisdictions globally, including income taxes in the United States at the federal, state, and local levels, and in many other countries.

Significant judgment is required in determining our worldwide provision for income taxes.

Significant judgment is required in determining our worldwide

provision for income taxes.

In the ordinary course of our business, there are many transactions and calculations where the ultimate tax determination is uncertain.

7 unchanged sentences

Such changes could result in an increase or decrease in the effective tax rate applicable to all or a portion of our income or losses which would impact our profitability.

We consider the undistributed capital investments in our foreign subsidiaries to be indefinitely reinvested as of September 30, 2025, and, accordingly, have not provided deferred taxes on any outside basis differences for most subsidiaries.

We consider the undistributed capital investments in our foreign subsidiaries to be indefinitely reinvested as of March 31, 2026, and, accordingly, have not provided deferred taxes on any outside basis differences for most subsidiaries.

We establish reserves for our potential liability for U.S.

4 unchanged sentences

The interpretation of tax laws and the determination of any potential liability under those laws are complex, and the amount of our liability may exceed our established reserves.

New tax laws, such as the OBBBA (see “Management’s Discussion and Analysis of Financial Condition and Results of Operations—Capital Resources"), statutes, rules, regulations or ordinances could be enacted at any time and existing tax laws, statutes, rules, regulations and ordinances could be interpreted, changed, modified or applied adversely to us.

New tax laws, such as the One Big Beautiful Bill Act (see “Management’s Discussion and Analysis of Financial Condition and Results of Operations—Capital Resources"), statutes, rules, regulations or ordinances could be enacted at any time and existing tax laws, statutes, rules, regulations and ordinances could be interpreted, changed, modified or applied adversely to us.

These events could require us to pay additional tax amounts on a prospective or retroactive basis, as well as require us to pay fees, penalties or interest for past amounts deemed to be due.

New, changed, modified or newly interpreted or applied laws could also increase our compliance, operating and other costs, as well as the costs of our products and services.

The Organisation for Economic Co-operation and Development (OECD) has released Model Rules for a global minimum tax rate of 15% that would apply to multinational entities.

The Organization for Economic Co-operation and Development (OECD) has released Model Rules for a global minimum tax rate of 15% that would apply to multinational entities.

Over 140 countries have agreed to enact legislation to implement these rules, with several already enacting domestic laws to do so.

In some countries where we operate the new rules were effective in the year 2025 with more expected in the year 2026.

We are closely monitoring developments and evaluating the impact these new rules will have on our tax rate.

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.

While Canada has halted the requirement to file returns and remit payments for DST, as of June 30, 2025, the law has not been rescinded by the Parliament of Canada.

Other countries continue to introduce DST proposals, which we monitor closely.

The OECD released the Side-by-Side (SbS) administrative guidance on January 5, 2026, introducing new safe harbors and simplifications under the Pillar Two GloBE rules to reduce compliance burdens for multinational entities.

We continue to monitor the SbS implementation in the countries where we operate.

Additionally, several countries, primarily in Europe, have adopted digital services taxes ("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.

Canada repealed their DST on March 26, 2026, and we reversed our accrual for these taxes in our selling, general and administrative costs.

Other countries continue to propose DST legislation, which we monitor closely.

We continue to evaluate the potential effects that the DST may have on our operations, cash flows and results of operations.

23 unchanged sentences

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

What changed 10-Q

Item 1A. Risk Factors