Sabre Corp 10-Q

ITEM 1. FINANCIAL STATEMENTS SABRE CORPORATION CONSOLIDATED STATEMENTS OF OPERATIONS (In thousands, except per share amounts) (Unaudited) Three Months Ended March 31, 2026 2025 Revenue $ 760,326 $ 702,126 Cost of revenue, excluding technology costs 334,983 305,471 Technology costs 175,421 175,307 Selling, general and administrative 134,005 129,953 Operating income 115,917 91,395 Other expense: Interest expense, net ( 122,963 ) ( 109,790 ) Loss on extinguishment of debt ( 2,728 ) — Equity method income 769 665 Other, net 7,001 2,705 Total other expense, net ( 117,921 ) ( 106,420 ) Loss from continuing operations before income taxes ( 2,004 ) ( 15,025 ) Benefit for income taxes ( 11,398 ) ( 11,648 ) Income (loss) from continuing operations 9,394 ( 3,377 ) (Loss) income from discontinued operations, net of tax ( 1,386 ) 38,925 Net income 8,008 35,548 Net (loss) income attributable to noncontrolling interests ( 108 ) 213 Income attributable to common stockholders $ 8,116 $ 35,335 Basic net income (loss) per share attributable to common stockholders: Income (loss) from continuing operations $ 0.02 $ ( 0.01 ) Income from discontinued operations — 0.10 Net income per common share $ 0.02 $ 0.09 Diluted net income (loss) per share attributable to common stockholders: Income (loss) from continuing operations $ 0.02 $ ( 0.01 ) Income from discontinued operations — 0.10 Net income per common share $ 0.02 $ 0.09 Weighted-average common shares outstanding: Basic 395,154 386,271 Diluted 397,564 386,271 See Notes to Consolidated Financial Statements. 1 SABRE CORPORATION CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME (In thousands) (Unaudited) Three Months Ended March 31, 2026 2025 Net income $ 8,008 $ 35,548 Other comprehensive income, net of tax: Foreign currency translation adjustments ("CTA") ( 1,012 ) 2,090 Retirement-related benefit plans: Net actuarial loss, net of taxes of nil in all periods ( 171 ) ( 3,338 ) Amortization of prior service credits, net of taxes of nil in all periods ( 358 ) ( 358 ) Amortization of actuarial losses, net of taxes of nil in all periods 730 703 Net change in retirement-related benefit plans, net of tax 201 ( 2,993 ) Derivatives: Unrealized gains (losses), net of taxes of nil in all periods 102 ( 598 ) Reclassification adjustment for realized losses, net of taxes of nil in all periods 700 142 Net change in derivatives, net of tax 802 ( 456 ) Share of other comprehensive loss of equity method investments ( 595 ) ( 212 ) Other comprehensive income ( 604 ) ( 1,571 ) Comprehensive income 7,404 33,977 Less: Comprehensive loss (income) attributable to noncontrolling interests 108 ( 213 ) Comprehensive income attributable to Sabre Corporation $ 7,512 $ 33,764 See Notes to Consolidated Financial Statements. 2 SABRE CORPORATION CONSOLIDATED BALANCE SHEETS (In thousands) (Unaudited) March 31, 2026 December 31, 2025 Assets Current assets Cash and cash equivalents $ 643,575 $ 791,555 Restricted cash 21,026 118,558 Accounts receivable, net of allowance for credit losses of $ 21,431 and $ 17,953 367,118 311,870 Prepaid expenses and other current assets 102,087 74,055 Total current assets 1,133,806 1,296,038 Property and equipment, net of accumulated depreciation of $ 1,739,141 and $ 1,724,044 261,043 255,323 Equity method investments 23,076 23,082 Goodwill 2,382,974 2,384,191 Acquired customer relationships, net of accumulated amortization of $ 801,362 and $ 796,767 154,618 159,326 Other intangible assets, net of accumulated amortization of $ 598,538 and $ 595,403 122,308 125,556 Deferred income taxes 4,517 3,874 Other assets, net 250,170 254,738 Total assets $ 4,332,512 $ 4,502,128 Liabilities and stockholders’ deficit Current liabilities Accounts payable $ 207,627 $ 260,035 Accrued compensation and related benefits 83,832 103,521 Accrued subscriber incentives 299,168 289,095 Deferred revenues 54,500 58,413 Other accrued liabilities 225,663 256,856 Current portion of debt 354,684 245,651 Total current liabilities 1,225,474 1,213,571 Deferred income taxes 36,254 36,614 Other noncurrent liabilities 173,262 173,172 Long-term debt 3,911,577 4,103,208 Commitments and contingencies (Note 14) Redeemable noncontrolling interests 11,625 12,057 Stockholders’ deficit Common Stock: $ 0.01 par value; 1,000,000 authorized shares; 427,742 and 427,366 shares issued, 395,311 and 395,004 shares outstanding at March 31, 2026 and December 31, 2025, respectively 4,278 4,274 Additional paid-in capital 3,354,189 3,351,111 Treasury Stock, at cost, 32,431 and 32,362 shares at March 31, 2026 and December 31, 2025, respectively ( 537,302 ) ( 537,197 ) Accumulated deficit ( 3,794,419 ) ( 3,802,535 ) Accumulated other comprehensive loss ( 67,260 ) ( 66,656 ) Noncontrolling interest 14,834 14,509 Total stockholders’ deficit ( 1,025,680 ) ( 1,036,494 ) Total liabilities and stockholders’ deficit $ 4,332,512 $ 4,502,128 See Notes to Consolidated Financial Statements. 3 SABRE CORPORATION CONSOLIDATED STATEMENTS OF CASH FLOWS (In thousands) (Unaudited) Three Months Ended March 31, 2026 2025 Operating Activities Net income $ 8,008 $ 35,548 Adjustments to reconcile net income to cash used in operating activities: Depreciation and amortization 26,465 25,489 Amortization of upfront incentive consideration 10,311 8,979 Amortization of debt discount and issuance costs 9,862 7,718 Stock-based compensation expense 5,661 12,312 Provision for expected credit losses 4,182 1,237 Other 2,953 ( 591 ) Loss on extinguishment of debt 2,728 — Deferred income taxes ( 1,631 ) ( 5,004 ) Loss (income) from discontinued operations 1,386 ( 38,925 ) Paid-in-kind interest — 28,327 Gain on sale of assets — ( 5,191 ) Changes in operating assets and liabilities: Accounts and other receivables ( 79,908 ) ( 106,658 ) Prepaid expenses and other current assets ( 18,830 ) ( 13,600 ) Capitalized implementation costs ( 1,061 ) ( 2,305 ) Upfront incentive consideration ( 4,621 ) ( 5,859 ) Other assets ( 4,291 ) 583 Accrued compensation and related benefits ( 24,045 ) ( 56,197 ) Accounts payable and other accrued liabilities ( 64,604 ) 57,116 Deferred revenue including upfront solution fees ( 6,725 ) ( 6,940 ) Cash used in operating activities ( 134,160 ) ( 63,961 ) Investing Activities Additions to property and equipment ( 21,230 ) ( 16,871 ) Proceeds from sale of assets — 9,641 Cash used in investing activities ( 21,230 ) ( 7,230 ) Financing Activities Payments on borrowings from lenders ( 94,290 ) ( 2,948 ) Payments on borrowings under Securitization Facility ( 72,300 ) ( 22,500 ) Proceeds from borrowings under Securitization Facility 73,400 41,100 Debt prepayment fees and issuance costs ( 3,841 ) — Net Receipts on Behalf under TSA 3,131 — Other financing activities 2,000 — Net payment on the settlement of equity-based awards ( 106 ) ( 2,444 ) Cash (used in) provided by financing activities ( 92,006 ) 13,208 Cash Flows from Discontinued Operations Cash used in operating activities ( 971 ) ( 16,643 ) Cash provided by (used in) investing activities 4,389 ( 1,019 ) Cash provided by (used in) discontinued operations 3,418 ( 17,662 ) Effect of exchange rate changes on cash, cash equivalents and restricted cash ( 1,534 ) 2,295 Decrease in cash, cash equivalents and restricted cash ( 245,512 ) ( 73,350 ) Cash, cash equivalents and restricted cash at beginning of period 910,113 745,518 Cash, cash equivalents and restricted cash at end of period $ 664,601 $ 672,168 See Notes to Consolidated Financial Statements. 4 SABRE CORPORATION CONSOLIDATED STATEMENTS OF STOCKHOLDERS’ DEFICIT (In thousands, except share data) (Unaudited) Stockholders’ Deficit Common Stock Additional Paid in Capital Treasury Stock Retained Deficit Accumulated Other Comprehensive Loss Noncontrolling Interest Total Stockholders'Deficit Shares Amount Shares Amount Balance at December 31, 2025 427,366,641 $ 4,274 $ 3,351,111 32,362,434 $ ( 537,197 ) $ ( 3,802,535 ) $ ( 66,656 ) $ 14,509 $ ( 1,036,494 ) Comprehensive income — — — — — 8,116 ( 604 ) 325 7,837 Settlement of stock-based awards 374,924 4 — 68,533 ( 105 ) — — — ( 101 ) Stock-based compensation expense — — 3,078 — — — — — 3,078 Balance at March 31, 2026 427,741,565 $ 4,278 $ 3,354,189 32,430,967 $ ( 537,302 ) $ ( 3,794,419 ) $ ( 67,260 ) $ 14,834 $ ( 1,025,680 ) Stockholders’ Deficit Common Stock Additional Paid in Capital Treasury Stock Retained Deficit Accumulated Other Comprehensive Loss Noncontrolling Interest Total Stockholders' Deficit Shares Amount Shares Amount Balance at December 31, 2024 414,753,676 $ 4,147 $ 3,304,466 28,822,484 $ ( 526,789 ) $ ( 4,327,152 ) $ ( 73,747 ) $ 14,376 $ ( 1,604,699 ) Comprehensive income — — — — — 35,335 ( 1,571 ) 675 34,439 Settlement of stock-based awards 2,465,135 25 ( 1 ) 734,400 ( 2,444 ) — — — ( 2,420 ) Stock-based compensation expense — — 13,662 — — — — — 13,662 Balance at March 31, 2025 417,218,811 $ 4,172 $ 3,318,127 29,556,884 $ ( 529,233 ) $ ( 4,291,817 ) $ ( 75,318 ) $ 15,051 $ ( 1,559,018 ) See Notes to Consolidated Financial Statements. 5 SABRE CORPORATION NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Unaudited) 1. General Information Sabre Corporation is a Delaware corporation formed in December 2006. On March 30, 2007, Sabre Corporation acquired Sabre Holdings Corporation (“Sabre Holdings”). Sabre Holdings is the sole direct subsidiary of Sabre Corporation. Sabre GLBL Inc. (“Sabre GLBL”) is the principal operating subsidiary and sole direct subsidiary of Sabre Holdings. Sabre GLBL or its direct or indirect subsidiaries conduct all of our businesses. In these consolidated financial statements, references to “Sabre,” the “Company,” “we,” “our,” “ours” and “us” refer to Sabre Corporation and its consolidated subsidiaries unless otherwise stated or the context otherwise requires. Recent events— Effective this quarter, we have updated the terminology used to describe our revenue to better reflect our evolving brand identity and market positioning. Historically referred to as “Distribution” and “IT Solutions”, these revenue streams have been renamed to “Marketplace” and “Airline Technology”, respectively. The specific revenue from products, services, and underlying solutions offered within each category remain unchanged. Basis of Presentation— The accompanying unaudited consolidated financial statements have been prepared in accordance with generally accepted accounting principles in the United States (“GAAP”) for interim financial information. Accordingly, they do not include all of the information and footnotes required by GAAP for complete financial statements. In the opinion of management, these financial statements contain all adjustments, consisting of normal recurring accruals, necessary to present fairly the financial position, results of operations and cash flows for the periods indicated. Operating results for the three months ended March 31, 2026 are not necessarily indicative of results that may be expected for any other interim period or for the year ending December 31, 2026. The accompanying interim financial statements should be read in conjunction with the consolidated financial statements and related notes thereto included in our Annual Report on Form 10-K filed with the SEC on February 18, 2026. We consolidate all majority-owned subsidiaries and companies over which we exercise control through majority voting rights. No entities are consolidated due to control through operating agreements, financing agreements or as the primary beneficiary of a variable interest entity. The consolidated financial statements include our accounts after elimination of all significant intercompany balances and transactions. All dollar amounts in the financial statements and the tables in the notes, except per share amounts, are stated in thousands of U.S. dollars unless otherwise indicated. All amounts in the notes reference results from continuing operations unless otherwise indicated. Segments— We manage and report our business in one reportable segment. Operating segments are defined as components of an enterprise for which separate financial information is evaluated regularly by the chief operating decision maker (“CODM”), who is our Chief Executive Officer and President, in deciding how to allocate resources and assess performance. Our CODM reviews financial information presented on a consolidated basis to monitor budget versus actual results for purposes of allocating resources and evaluating financial performance. Our measure of segment profit and loss is net income (loss), as reported on our consolidated statements of operations. Our significant segment expenses, which are the expenses included in operating income, and other segment items, which includes other income (expense) and benefit from (provision for) income taxes, are included in our consolidated statements of operations. Total assets as presented on our consolidated balance sheets represent total assets considered by our CODM for any relevant operating evaluations. Use of Estimates —The preparation of these interim financial statements in conformity with GAAP requires that certain amounts be recorded based on estimates and assumptions made by management. Actual results could differ from these estimates and assumptions. Our accounting policies that utilize significant estimates and assumptions include: (i) estimation for revenue recognition and multiple performance obligation arrangements, (ii) the evaluation of the recoverability of the carrying value of intangible assets and goodwill, (iii) the evaluation of uncertainties surrounding the calculation of our tax assets and liabilities, and (iv) estimation of loss contingencies. Our use of estimates and the related accounting policies are discussed in the consolidated financial statements and related notes thereto included in our Annual Report on Form 10-K filed with the SEC on February 18, 2026. Recent Accounting Pronouncements In November 2024, the Financial Accounting Standards Board ("FASB") issued guidance regarding disaggregation of income statement expenses, which requires additional disclosure of certain costs and expenses within the notes to the financial statements. The standard is effective for public companies for fiscal years beginning after December 15, 2026, and interim periods within fiscal years beginning after December 15, 2027, with early adoption permitted. We are currently evaluating the impact that this standard will have on our consolidated financial statement disclosures. In September 2025, the FASB issued guidance regarding intangibles—goodwill and other—internal-use software, which updates the accounting and disclosures for software costs. The standard is effective for public companies for fiscal years beginning after December 15, 2027, and interim reporting periods within those annual reporting periods, with early adoption permitted. We are currently evaluating the impact that this standard will have on our consolidated financial statements and related disclosures. 6 2. Revenue from Contracts with Customers Contract Balances Revenue recognition for a significant portion of our revenue coincides with normal billing terms, including our transactional revenues, Software-as-a-Service (“SaaS”) revenues, and hosted revenues. Timing differences among revenue recognition, unconditional rights to bill, and receipt of contract consideration may result in contract assets or contract liabilities. The following table presents our assets and liabilities with customers as of March 31, 2026 and December 31, 2025 (in thousands). Account Consolidated Balance Sheet Location March 31, 2026 December 31, 2025 Contract assets and customer advances and discounts (1) Prepaid expenses and other current assets / other assets, net $ 15,883 $ 16,692 Trade and unbilled receivables, net Accounts receivable, net 364,210 308,825 Long-term trade unbilled receivables, net Other assets, net 6,747 7,795 Contract liabilities Deferred revenues / other noncurrent liabilities 90,060 96,753 ______________________ (1) Includes contract assets of $ 4 million for both March 31, 2026 and December 31, 2025. During the three months ended March 31, 2026, we recognized revenue of approximately $ 13 million from contract liabilities that existed as of January 1, 2026. Our long-term trade unbilled receivables, net relate to fixed license fees billed over the contractual period and recognized when the customer gains control of the software. We evaluate collectability of our accounts receivable based on a combination of factors and record reserves as described further in Note 7. Credit Losses. Revenue The following table presents our disaggregated revenues (in thousands): Three Months Ended March 31, 2026 2025 Marketplace $ 618,011 $ 569,115 Airline Technology 142,315 133,011 Total Sabre Revenue $ 760,326 $ 702,126 We may occasionally recognize revenue in the current period for performance obligations partially or fully satisfied in the previous periods resulting from changes in estimates for the transaction price, including any changes to our assessment of whether an estimate of variable consideration is constrained. For the three months ended March 31, 2026, the impact on revenue recognized in the current period from performance obligations partially or fully satisfied in the previous period is immaterial. Our air booking cancellation reserve totaled $ 16 million and $ 13 million as of March 31, 2026, and December 31, 2025, respectively. Unearned performance obligations primarily consist of deferred revenue for fixed implementation fees and future product implementations, which are included in deferred revenue and other noncurrent liabilities in our consolidated balance sheet. We have not disclosed the performance obligation related to contracts containing minimum transaction volume, as it represents a subset of our business, and therefore would not be meaningful in understanding the total future revenues expected to be earned from our long-term contracts. 3. Discontinued Operations and Dispositions On April 27, 2025, we entered into a definitive purchase agreement with an affiliate of TPG (the “Buyer”), an unrelated party, pursuant to which the Buyer agreed to purchase our Hospitality Solutions business, and on July 3, 2025, we closed the transaction f or estimated cash proceeds of $ 965 million, net. In the first quarter of 2026, we finalized our net working capital adjustments, resulting in an additional $ 4 million of cash proceeds for final cash proceeds of $ 969 million, net. Cash proceeds are net of cash acquired by the Buyer, fees, and estimated taxes. We recognized a pre-tax gain on sale of $ 821 million (after-tax $ 723 million) in the third quarter of 2025, which is recorded in o ther, net , within discontinued operations in our consolidated statements of operations during the year ended December 31, 2025. Adjustments to the gain in the fourth quarter of 2025 and the first quarter of 2026 were immaterial. The operating results of our Hospitality Solutions business are presented as discontinued operations in our consolidated statements of operations for all periods presented. The presentation of discontinued operations excludes general corporate overhead and other costs that do not meet the requirements to be presented as discontinued operations. Interest expense associated with the debt that was required to be repaid with the proceeds from the Hospitality Solutions Sale as well as the related loss on extinguishment of debt is classified as discontinued operations within our results of operations in the prior year period. See Note 8. Debt for further details. 7 In connection with the closing of the Hospitality Solutions Sale, we entered into transition services agreements ("TSA") with the Buyer, under which we provide transition services consisting of technology, employment, administrative and other services for up to an eighteen month period to help provide for an orderly transition and facilitate the ongoing operations of the Hospitality Solutions business following the close. Consideration received under the agreements is primarily based on actual costs incurred for each service provided. Amounts due for transition services provided to the Hospitality Solutions business under the TSA, net of direct and incremental costs to provide the services, are recorded to other, net, within continuing operations in our consolidated statements of operations during the three months ended March 31, 2026 and presented within the operating activities section of the statement of cash flows. Service charges under the TSA were approximately $ 23 million for the three months ended March 31, 2026 and cash receipts related to the TSA charges were approximately $ 13 million for the three months ended March 31, 2026. Under the TSA, we also collect funds and make payments on behalf of Hospitality Solutions. These net receipts or payments are presented as Net Receipts (Payments) on Behalf under TSA within the financing activities section of the statement of cash flows. Additionally, at the time of sale, Hospitality Solutions entered into certain long-term agreements with us to continue to utilize our Marketplace for bookings which generates revenue for us. Consideration received under these revenue agreements has been assessed and determined to be at fair value. Revenue earned and cash received since the closing of the Hospitality Solutions Sale related to these agreements was approximately $ 16 million and $ 12 million, respectively, for the three months ended March 31, 2026. Historically, Travel Solutions recognized inter-segment revenue for bookings generated by our Hospitality Solutions business. Revenue that was previously eliminated but is now in our results of continuing operations was $ 11 million for the three months ended March 31, 2025. The following table presents the major categories of income from discontinued operations related to the Hospitality Solutions business (in thousands): Three Months Ended March 31, 2026 2025 Revenue $ — $ 85,209 Cost of revenue, excluding technology costs — 38,957 Technology costs 184 20,919 Selling, general and administrative 133 13,329 Operating income ( 317 ) 12,004 Other expense: Interest expense, net — ( 19,563 ) Loss on extinguishment of debt — — Other, net ( 558 ) 1,070 Total other expense, net ( 558 ) ( 18,493 ) Loss from discontinuing operations before income taxes ( 875 ) ( 6,489 ) Provision (benefit) for income taxes (1) 511 ( 45,414 ) Net (loss) income from discontinued operations $ ( 1,386 ) $ 38,925 ______________________ (1) We used an intra-period tax allocation to allocate the provision for income taxes for all periods presented between continuing operations and discontinued operations. The following table presents selected financial information related to cash flows from discontinued operations for the three months ended March 31, 2026 and 2025 (in thousands) : Three Months Ended March 31, 2026 2025 Cash used in operating activities $ ( 971 ) $ ( 16,643 ) Cash provided by (used in) investing activities 4,389 ( 1,019 ) Cash provided by (used in) discontinued operations $ 3,418 $ ( 17,662 ) 8 4. Redeemable Noncontrolling Interest On February 1, 2023, we sold common shares representing a 19 % interest in the direct parent of Conferma Limited, our subsidiary that is a virtual payments technology company ( “ Conferma ” ) , to a third party for cash consideration of $ 16 million. In connection with the sale, we entered into a governing agreement which requires us under limited conditions to redeem the 19 % interest, if requested, for the original purchase price of $ 16 million. We currently do not believe it is probable that the noncontrolling interest will become redeemable, given the remote likelihood of the applicable conditions being satisfied. As the common shares are redeemable upon the occurrence of conditions not solely within our control, we recorded the noncontrolling interest as redeemable and classified it as temporary equity within our consolidated balance sheet initially at fair value. The noncontrolling interest is adjusted each reporting period for loss or income attributable to the noncontrolling interest. As of March 31, 2026 and 2025, the redeemable noncontrolling interest was $ 12 million. The following table presents the changes in redeemable noncontrolling interest of a consolidated subsidiary in temporary equity during the period ended March 31, 2026 and 2025 (in thousands): Three Months Ended March 31, 2026 2025 Redeemable noncontrolling interest, beginning of period $ 12,057 $ 12,928 Net loss attributable to redeemable noncontrolling interest ( 432 ) ( 463 ) Redeemable noncontrolling interest, end of period $ 11,625 $ 12,465 9 5. Restructuring Activities In the first quarter of 2026, we continued to implement a program that began in the fourth quarter of 2025, designed to offset normal inflationary pressures over the next two to three years, with the goal of keeping technology costs and selling, general and administrative costs relatively flat when compared to 2025. Since we began this program in the fourth quarter of 2025, we have incurred $ 61 million in costs primarily associated with our workforce. These restructuring costs are comprised of $ 57 million that has been or will be paid in cash for severance and related benefits costs and $ 4 million that has been or will be paid related to other restructuring costs. The following table summarizes the accrued liability for severance and related benefits costs as recorded within accrued compensation and related benefits within our consolidated balance sheets, related to this inflation offset program (in thousands): Three Months Ended March 31, 2026 Balance as of December 31, 2025 $ 47,769 Charges 8,790 Cash Payments ( 18,720 ) Balance as of March 31, 2026 $ 37,839 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. 6. Income Taxes For the three months ended March 31, 2026, we recognized $ 11 million of income tax benefit for continuing operations, compared to an income tax benefit of $ 12 million for the three months ended March 31, 2025. The effective tax rate for the three months ended March 31, 2026, represents the rate expected for the year applied to year to date earnings before tax and the impact of certain discrete items in the quarter. The effective tax rate is primarily impacted by changes in the valuation allowance, tax permanent differences and tax credits plus the impact of the discrete recognition of withholding tax receivables and related interest. In assessing the realizability of deferred tax assets, management considers whether it is more likely than not that some portion or all of the deferred tax assets will not be realized. The ultimate realization of deferred tax assets is dependent upon the generation of future taxable income during the periods in which those temporary differences become deductible. We consider the scheduled reversal of deferred tax liabilities, projected future taxable income, and tax-planning strategies in making this assessment. We believe it is more likely than not that the results of future operations will not generate sufficient taxable income in the U.S. and in certain foreign jurisdictions to realize the full benefit of its deferred tax assets. We have determined that a portion of the deferred tax assets related to certain state and foreign net operating losses, interest limitation and other assets are not more likely than not to be realized and have recorded a valuation allowance against such assets. The amount of the deferred tax asset considered realizable, however, could be adjusted if estimates of future taxable income during the carryforward period are reduced or increased. We recognize liabilities when we believe that an uncertain tax position may not be fully sustained upon examination by the tax authorities. This evaluation requires significant judgment, the use of estimates, and the interpretation and application of complex tax laws. When facts and circumstances change, we reassess these probabilities and record any changes in the consolidated financial statements as appropriate. 7. Credit Losses We are exposed to credit losses primarily through our sales of services provided to participants in the travel and transportation industry, which we consider to be our singular portfolio segment. We develop and document our methodology used in determining the allowance for credit losses at the portfolio segment level. Within the travel portfolio segment, we identify airlines, hoteliers and travel agencies as each presenting unique risk characteristics associated with historical credit loss patterns, and we determine the adequacy of our allowance for credit loss by assessing the risks and losses inherent in our receivables related to each. We evaluate the collectability of our receivables based on a combination of factors. In circumstances where we are aware of a specific customer’s inability to meet its financial obligations to us, such as bankruptcy filings or failure to pay amounts due to us or others, we specifically reserve for bad debts against amounts due to reduce the recorded receivable to the amount we reasonably believe will be collected. For all other customers, we record reserves for receivables, including unbilled receivables and contract assets, based on historical experience and the length of time the receivables are past due. The estimate of credit losses is developed by analyzing historical twelve-month collection rates and adjusting for current customer-specific factors indicating financial instability and other macroeconomic factors that correlate with the expected collectability of our receivables. Our allowance for credit losses relates to all financial assets, primarily trade receivables due in less than one year recorded in Accounts Receivable, net on our consolidated balance sheets. Our allowance for credit losses for the three months ended March 31, 2026 for our portfolio segment is summarized as follows (in thousands): 10 Three Months Ended March 31, 2026 Balance at December 31, 2025 $ 17,953 Provision for expected credit losses 4,182 Write-offs ( 632 ) Other ( 72 ) Balance at March 31, 2026 $ 21,431 8. Debt As of March 31, 2026 and December 31, 2025, our outstanding debt included in our consolidated balance sheets totaled $ 4,266 million and $ 4,349 million, respectively, which are net of debt issuance costs of $ 55 million and $ 60 million, respectively, and unamortized discounts of $ 118 million and $ 123 million, respectively. The following table sets forth the face values of our outstanding debt as of March 31, 2026 and December 31, 2025 (in thousands): Rate Maturity March 31, 2026 December 31, 2025 Senior secured credit facilities: 2024 Term Loan B-1 S (1) + 6.00 % November 2029 397,100 397,100 2024 Term Loan B-2 S (1) + 6.00 % November 2029 74,063 74,250 2025 Term Loan B-1 S (1) + 6.25 % July 2029 287,519 288,240 2025 Term Loan B-2 S (1) + 6.25 % July 2029 86,543 86,760 Securitization facility: AR Facility S (1) + 4.00 % (2) March 2027 83,100 82,000 FILO Facility S (1) + 8.00 % March 2027 120,000 120,000 7.32 % senior exchangeable notes due 2026 7.32 % August 2026 150,000 150,000 8.625 % senior secured notes due 2027 8.625 % June 2027 — 91,607 11.25 % senior secured notes due 2027 11.25 % December 2027 — 1,558 10.75 % senior secured notes due 2029 10.75 % November 2029 445,715 445,715 11.125 % senior secured notes due 2030 11.125 % July 2030 1,325,000 1,325,000 10.75 % senior secured notes due 2030 10.750 % March 2030 469,802 469,802 11.125 % senior secured notes due 2029 11.125 % June 2029 1,000,000 1,000,000 Face value of total debt outstanding 4,438,842 4,532,032 Less current portion of debt outstanding ( 357,600 ) ( 247,665 ) Face value of long-term debt outstanding $ 4,081,242 $ 4,284,367 ______________________ (1) Represents the Secured Overnight Financing Rate ("SOFR"). (2) In connection with the issuance of the FILO Facility (as defined below), the drawn fee rate varies based on our leverage ratio. The drawn fee rate ranges from 3.00 % to 4.00 %, with incremental increases of 0.25 % between these levels. We had outstanding letters of credit totaling $ 11 million as of both March 31, 2026 and December 31, 2025, which were secured by a $ 21 million cash collateral deposit account which is presented in restricted cash on our consolidated balance sheets as of March 31, 2026 and December 31, 2025. The weighted average interest rate on our short-term borrowings, which include our 7.32 % senior exchangeable notes due 2026, our Securitization Facility and the current portions of the 2025 Term Loan B-1, 2025 Term Loan B-2 and 2024 Term Loan B-2, is 8.95 % as of March 31, 2026. Senior Secured Credit Facilities Debt paydown related to the sale of Hospitality Solutions business Following the closing of the Hospitality Solutions Sale on July 3, 2025, we used the net proceeds primarily to repay a portion of our then-outstanding indebtedness, including repayments under our (i) then-outstanding 2021 Term Loan B-2 in the amount of $ 158 million, (ii) then-outstanding 2022 Term Loan B-1 in the amount of $ 164 million, (iii) then-outstanding 2022 Term Loan B-2 in the amount of $ 178 million, and (iv) 2024 Term Loan B-1 in the amount of $ 299 million, in accordance with the terms of the Amended and Restated Credit Agreement dated as of February 19, 2013 (the "Amended and Restated Credit Agreement"). We recognized a loss on extinguishment of debt during the year ended December 31, 2025 of approximately $ 14 million in discontinued operations within our results of operations, primarily consisting of unamortized debt issuance cost and 11 discount associated with these prepayments. Interest expense associated with the principal indebtedness that was repaid is classified as discontinued operations within our results of operations in the prior year period. Refinancing Transactions On December 9, 2025, we entered into a tenth and eleventh amendment (together, the “2025 Term Loan B Amendments”) to the Amended and Restated Credit Agreement dated pursuant to which Sabre GLBL agreed to exchange $ 347 million of the then-existing senior secured term loans (the “Existing Term Loans”) for $ 375 million of new senior secured term loans maturing on July 30, 2029 (the “2025 Term Loans”). The 2025 Term Loan B Amendments included the application of the proceeds of a new $ 288 million and $ 87 million term loan “B” facility (the “2025 Term Loan B-1” and the”2025 Term Loan B-2”, respectively), borrowed by Sabre GLBL under our Amended and Restated Credit Agreement, with the effect of extending the maturity of approximately $ 347 million of the existing Term Loan B credit facility under the Amended and Restated Credit Agreement. Sabre GLBL did not receive any cash proceeds from the exchange. We incurred third-party fees of approximately $ 5 million plus $ 2 million of accrued and unpaid interest, which were paid in cash, during the year ending December 31, 2025. We determined that the Term Loan B Amendments represent a debt modification and therefore we expensed all $ 5 million of third-party costs, to other, net in our consolidated statements of operations for the year ended December 31, 2025 and are included in cash flow from operations as paid. The 2025 Term Loan B-1 and 2025 Term Loan B-2 mature on July 30, 2029. They offer us the ability to prepay or repay with a 1.0 % call premium on or prior to the six-month anniversary of the amendment effective date, or without a call premium thereafter. The 2025 Term Loans bear interest at term SOFR, plus an applicable margin of 625 basis points, or at base rate, plus an applicable margin of 525 basis points. The term SOFR for the 2025 Term Loans is subject to a floor of 0.50 % per annum and the base rate is subject to a floor of 1.50 % per annum. Except for the extended maturity and new pricing terms, the 2025 Term Loans have substantially similar terms as the Existing Term Loans, including guarantees and security interests. On December 24, 2025, $ 233 million of our 2021 Term Loan B-1, $ 146 million of our 2021 Term Loan B-2, $ 135 million of our 2022 Term Loan B-1 and $ 113 million of our 2022 Term Loan B-2 was paid off with a portion of the proceeds borrowed under the 2025 Pari Passu Loan Agreement (as defined below). In connection with these paydowns, we recognized a loss on extinguishment of debt during the year ended December 31, 2025 of approximately $ 5 million, consisting of the write off of unamortized discount of $ 4 million and unamortized debt issuance costs of $ 1 million. Financial Covenants 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. We are further required to pay down the term loans with proceeds from certain asset sales, if not reinvested into the business within 15 months, as defined in the Amended and Restated Credit Agreement. As of March 31, 2026, we were in compliance with all covenants under the terms of the Amended and Restated Credit Agreement. 12 Interest Rate Swaps Interest rate swaps outstanding during the three months ended March 31, 2026 and 2025, are as follows: Notional Amount Interest Rate Received Interest Rate Paid Effective Date Maturity Date Designated as Hedging Instrument $ 250 million 1 month SOFR (1) 4.72 % June 30, 2023 June 30, 2026 $ 250 million 1 month SOFR (1) 4.37 % January 16, 2024 January 31, 2026 ______________________ (1) Subject to a 0.5 % floor. In June 2023, we entered into an interest rate swap to hedge the first interest payments associated with $ 250 million of certain of our term loans under our Amended and Restated Credit Agreement for the periods through June 2026. In January 2024, we entered into an interest rate swap to hedge the first interest payments associated with $ 250 million of certain of our term loans under our Amended and Restated Credit Agreement related to the years 2024 and 2025. We designated these swaps as cash flow hedges. As of March 31, 2026, we did not have any hedge components excluded from the assessment of effectiveness. In 2026, we recognized an immaterial cash flow impact related to our interest rate swaps, which is reported as cash provided by operating activities within our consolidated statements of cash flows. Senior Secured Notes On 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 our then-outstanding principal under the 2023 intercompany secured term loan agreement (the "2023 Pari Passu Loan Agreement") with Sabre Financial Borrower, LLC (“Sabre FB”), our indirect, consolidated subsidiary, which applied such amounts toward full prepayment of Sabre FB’s then-outstanding senior secured term loan due 2028; and (ii) to repurchase $ 325 million in principal amount of our then-outstanding 8.625 % senior secured notes due 2027 (the "June 2027 Notes") (the “June 2025 Refinancing”). Interest on the July 2030 Notes is due semi-annually in arrears on January 15 and July 15 of each year, beginning on January 15, 2026, at a rate of 11.125 % per year, and the notes mature on July 15, 2030. As a result of the refinancing, Sabre GLBL incurred additional indebtedness of $ 100 million. In connection with the June 2025 Refinancing, we repaid an aggregate of $ 1.225 billion in outstanding principal, $ 44 million in 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. The July 2030 Notes are jointly and severally, irrevocably and unconditionally guaranteed by Sabre Holdings and all of Sabre GLBL’s restricted subsidiaries that guarantee Sabre GLBL’s credit facilities governed by the Amended and Restated Credit Agreement. In December 2025, Sabre FB entered into a series of transactions governing Sabre FB's newly issued 11.125 % senior secured notes due 2029 (the “June 2029 Notes”) and an intercompany loan agreement (the "2025 Pari Passu Loan Agreement"). The June 2029 Notes were issued in an aggregate principal amount of $ 1 billion, subject to Sabre FB using the proceeds from the June 2029 Notes for an intercompany loan to Sabre GLBL. On December 5, 2025, Sabre FB borrowed the full $ 1 billion amount under the June 2029 Notes and lent the funds to Sabre GLBL under the 2025 Pari Passu Loan Agreement. Sabre FB’s obligations under the June 2029 Notes are required to be guaranteed on a secured basis by Sabre Financing Holdings LLC (“Sabre Financing”) and, up to an amount of $ 400 million certain of our existing and future foreign subsidiaries (the “Foreign Guarantors”). The June 2029 Notes pay interest semiannually in arrears on June 15 and December 15 of each year, beginning on June 15, 2026, at a rate of 11.125 % per year, and will mature on June 15, 2029. The proceeds of $ 1 billion received from the sale of the June 2029 Notes were used to repay $ 627 million of our outstanding term loans and $ 287 million of our existing senior secured notes (inclusive of $ 93 million that were redeemed in the first quarter of 2026), plus $ 15 million of accrued interest and $ 13 million of third party costs related to these transactions (refer to the 2025 Term Loan B Amendments above and December 2025 Senior Secured Exchange Transaction defined below for more details). The remaining proceeds were partially used to pay $ 19 million in debt issuance costs. 13 On December 8, 2025, Sabre GLBL exchanged approximately $ 379 million in principal amount of our 10.750 % senior secured notes due November 2029 (the “November 2029 Notes”), $ 240 million in principal amount of the June 2027 Notes and $ 44 million in principal amount of our 11.250 % senior secured notes due December 2027 (the “December 2027 Notes”) for approximately $ 470 million of new 10.750 % senior secured notes due March 2030 (the “March 2030 Notes”) and $ 237 million in cash, inclusive of early exchange consideration, which was recorded as a discount (the "December 2025 Senior Secured Exchange Transaction"). The March 2030 Notes bear interest at a rate of 10.750 % per annum, and interest payments are due semi-annually in arrears on March 15 and September 15 of each year, beginning on March 15, 2026. The March 2030 Notes mature on March 15, 2030. We incurred $ 7 million in fees, along with $ 11 million in accrued and unpaid interest. We determined that the December 2025 Senior Secured Exchange Transaction, including the impact of the early exchange consideration, represents a debt modification and therefore, expensed $ 7 million of debt modification costs in other, net in our consolidated statements of operations for the year ended December 31, 2025 and included in cash flow from operations as paid. The March 2030 Notes are jointly and severally, irrevocably and unconditionally guaranteed by Sabre Holdings and all of Sabre GLBL’s restricted subsidiaries that guarantee Sabre GLBL’s credit facilities governed by the Amended and Restated Credit Agreement. On December 23, 2025, we issued a notice of full redemption to redeem all $ 92 million in aggregate principal amount of the June 2027 Notes on March 1, 2026 for a redemption price equal to 102.156 % of the aggregate principal amount of the June 2027 Notes to be redeemed plus accrued, but unpaid interest, to, but not including, the redemption date. On December 23, 2025, we irrevocably deposited or caused to be deposited funds in trust solely for the benefit of holders of the June 2027 Notes of $ 98 million, which is an amount sufficient to fully pay the redemption price. The $ 98 million is presented in restricted cash on our consolidated balance sheet as of December 31, 2025 and is made up of the following: $ 92 million principal amount due, $ 2 million call premium and $ 4 million of accrued interest through February 28, 2026. On March 1, 2026, we completed the redemption of the June 2027 Notes at the redemption price described above and recognized a loss on extinguishment of debt of approximately $ 3 million during the three months ended March 31, 2026. The debt was repaid by the trustee at the early call price on March 2, 2026 under the terms of the notes. On January 22, 2026, we repaid the outstanding balance of our December 2027 Notes of $ 2 million in full, inclusive of redemption premiums and accrued and unpaid interest. Securitization Facility 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. On July 3, 2025, we repaid $ 23 million of the outstanding balance on our Securitization Facility due to the removal of receivables related to the Hospitality Solutions business. The amount available for borrowings at any one time under the Securitization Facility is limited to a borrowing base calculated based on the outstanding balance of eligible receivables, subject to certain reserves. As of March 31, 2026 , we had $ 203 million outstanding under the Securitization Facility, consisting of $ 83 million under the AR Facility and $ 120 million outstanding under the FILO Facility. The FILO Facility bears interest at SOFR plus a drawn fee of 8.00 % per annum. Interest and fees payable by Sabre Securitization under the FILO Facility are due monthly. Borrowings under the AR Facility bear interest at a rate equal to SOFR, subject to a 0 % floor, plus a drawn fee, initially in the amount of 2.25 %, plus a 0.10 % SOFR adjustment. In connection with the issuance of the FILO Facility, the initial drawn fee rate was increased from 2.25 % to 4.00 %. The drawn fee rate, which was 3.75 % as of March 31, 2026, varies based on our leverage ratio . Sabre Securitization also pays a fee on the undrawn committed amount of the AR Facility. Interest and fees payable by Sabre Securitization under the AR Facility are due monthly. Unamortized net debt issuance costs related to our AR Facility are immaterial as of March 31, 2026 and $ 1 million as of December 31, 2025, which are recorded in other assets, net in our consolidated balance sheets. In connection with the Securitization Facility, certain of our subsidiaries (the “Originators”) have sold and contributed, and will continue to sell or contribute, substantially all of their accounts receivable and certain related assets (collectively, the “Receivables”) to Sabre Securitization to be held as collateral for borrowings under the Securitization Facility. Sabre Securitization’s assets are not available to satisfy the obligations of Sabre Corporation or any of its affiliates. Under the terms of the Securitization Facility, the lenders under the AR Facility and FILO Facility would have a senior priority claim to the assets of Sabre Securitization, which will primarily consist of the Receivables of the Originators participating in the Securitization Facility. As of March 31, 2026 , $ 316 million of Receivables are held as assets by Sabre Securitization, consisting of $ 309 million of accounts receivable and $ 7 million of other as sets, net in our conso lidated balance sheets. 14 The Securitization Facility is accounted for as a secured borrowing on a consolidated basis, rather than a sale of assets; as a result, (i) Receivables balances pledged as collateral are presented as assets and the borrowings are presented as liabilities on our consolidated balance sheets, (ii) our consolidated statements of operations reflect the associated charges for bad debt expense (a component of general and administrative expenses) related to the pledged Receivables and interest expense associated with the Securitization Facility and (iii) receipts from customers related to the underlying Receivables are reflected as operating cash flows and borrowings and repayments u nder the Securitization Facility are reflected as financing cash flows within our consolidated statements of cash flows. The receivables and other assets of Sabre Securitization are not available to satisfy creditors of any entity other than Sabre Securitization. The Securitization Facility contains certain customary representations, warranties, affirmative covenants, and negative covenants, subject to certain cure periods in some cases, including the eligibility of the Receivables being sold by the Originators and securing the loans made by the lenders, as well as customary reserve requirements, events of default, termination events, and servicer defaults. As of March 31, 2026 , we were in compliance with the financial covenants of the Securitization  Facility. Exchangeable Notes On March 19, 2024, Sabre GLBL exchanged $ 150 million aggregate principal amount of its then-outstanding 2025 Exchangeable Notes for $ 150 million aggregate principal amount of Sabre GLBL's newly-issued 7.32 % senior exchangeable notes due 2026 (the "2026 Exchangeable Notes" and, together with the previously outstanding 4.000 % senior exchangeable notes due 2025 (the “ 2025 Exchangeable Notes”) , the "Exchangeable Notes") and approximately $ 30 million of cash (the "March 2024 Exchangeable Notes Exchange Transaction"). We incurred additional fees of approximately $ 5 million in associated fees and expenses plus $ 3 million of accrued and unpaid interest, all of which were funded with cash on hand. We determined that the March 2024 Exchangeable Notes Exchange Transaction , including the impact of the exchange fees, represents a debt extinguishment and therefore recognized a loss on extinguishment of debt of $ 31 million during the year ended December 31, 2024. We did not receive any cash proceeds from the exchange and did not incur additional indebtedness in excess of the aggregate principal amount of existing notes that were exchanged. The 2026 Exchangeable Notes are senior, unsecured obligations of Sabre GLBL, accrue interest payable semi-annually in arrears on February 1 and August 1 of each year, beginning on August 1 2024, and mature on August 1, 2026, unless earlier repurchased or exchanged in accordance with specified circumstances and terms of the indenture governing the 2026 Exchangeable Notes (the "2026 Exchangeable Notes Indenture"). As of March 31, 2026 , we have $ 150 million aggregate principal amount of 2026 Exchangeable Notes outstanding. Under the terms of the 2026 Exchangeable Notes Indenture , the 2026 Exchangeable Notes are exchangeable into common stock of Sabre Corporation (referred to as “ our common stock” herein) at the following times or circumstances: • during any calendar quarter commencing after the calendar quarter ended June 30, 2024, if the last reported sale price per share of our common stock exceeds 130 % of the exchange price for each of at least 20 trading days (whether or not consecutive) during the 30 consecutive trading days ending on, and including, the last trading day of the immediately preceding calendar quarter; • during the five consecutive business days immediately after any five consecutive trading day period (such five consecutive trading day period, the “ Measurement Period”) if the trading price per $1,000 principal amount of the 2026 Exchangeable Notes, as determined following a request by a holder in accordance with the procedures in the 2026 Exchangeable Notes Indenture , for each trading day of the Measurement Period was less than 98 % of the product of the last reported sale price per share of our common stock on such trading day and the exchange rate on such trading day; • upon the occurrence of certain corporate events or distributions on our common stock, including but not limited to a “Fundamental Change” (as defined in the 2026 Exchangeable Notes Indenture ); • upon the occurrence of specified corporate events; or • on or after February 1, 2026, until the close of business on the second scheduled trading day immediately preceding the maturity date, August 1, 2026. During this “free exchangeability period,” we intend to apply the “default settlement method”. This method is combination settlement with a specified dollar amount of $1,000. Under this approach, we will pay up to the principal amount in cash and settle any excess exchange value in shares of common stock (plus cash in lieu of fractional shares), with the amounts determined over a forty consecutive volume-weighted average price trading day observation period preceding the August 1, 2026 maturity date. On the August 1, 2026 maturity date , the principal amount of any outstanding 2026 Exchangeable Notes must be repaid in cash. With certain exceptions, upon a Change of Control or other Fundamental Change (both as defined in the 2026 Exchangeable Notes Indenture), the holders of the 2026 Exchangeable Notes may require us to repurchase all or part of the principal amount of the 2026 Exchangeable Notes at a repurchase price equal to 100 % of the principal amount of the 2026 Exchangeable Notes, plus any accrued and unpaid interest to, but excluding, the repurchase date. As of March 31, 2026, none of the conditions allowing holders of the 2026 Exchangeable Notes to exchange have been met. The 2026 Exchangeable Notes are exchangeable at their holder’s election into shares of our common stock based on an initial exchange rate of 222.2222 shares of common stock per $1,000 principal amount of the 2026 Exchangeable Notes , which is equivalent to an initial exchange price of approximately $ 4.50 per share. The exchange rate is subject to anti-dilution and other adjustments. Upon exchange, Sabre GLBL will pay or deliver, as the case may be, cash, shares of our common stock or a combination of cash and shares of common stock, at our election. If a “Make-Whole Fundamental Change” (as defined in the 15 2026 Exchangeable Notes Indenture) occurred with respect to any 2026 Exchangeable Note and the exchange date for the exchange of such 2026 Exchangeable Note occurred during the related “Make-Whole Fundamental Change Exchange Period” (as defined in the 2026 Exchangeable Notes Indenture), then, subject to the provisions set forth in the 2026 Exchangeable Notes Indenture, the exchange rate applicable to such exchange would have been increased by a number of shares set forth in the table contained in the 2026 Exchangeable Notes Indenture, based on a function of the time since origination and our stock price on the date of the occurrence of such Make-Whole Fundamental Change. Debt issuance costs are amortized over the contractual life of the 2026 Exchangeable Notes through interest expense, within our results from continuing operations. The effective interest rate at March 31, 2026 was 8.82 % for the 2026 Exchangeable Notes. The effective interest rates at March 31, 2025 were 4.78 % and 8.82 % for the 2025 Exchangeable Notes and the 2026 Exchangeable Notes, respectively. The following table sets forth the carrying value of the Exchangeable Notes as of March 31, 2026 and December 31, 2025 (in thousands): March 31, 2026 December 31, 2025 2026 Exchangeable Notes 2026 Exchangeable Notes Principal $ 150,000 $ 150,000 Less: Unamortized debt issuance costs 736 1,274 Net carrying value $ 149,264 $ 148,726 The following table sets forth interest expense recognized related to the Exchangeable Notes for the three months ended March 31, 2026 and 2025 (in thousands): Three Months Ended March 31, 2026 2025 2026 Exchangeable Notes 2025 Exchangeable Notes 2026 Exchangeable Notes Contractual interest expense $ 2,745 $ 1,832 $ 2,745 Amortization of debt issuance costs 538 354 493 9. Fair Value Measurements Fair value is defined as the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date in the principal or most advantageous market for that asset or liability. Guidance on fair value measurements and disclosures establishes a valuation hierarchy for disclosure of inputs used in measuring fair value defined as follows: Level 1—Inputs are unadjusted quoted prices that are available in active markets for identical assets or liabilities. Level 2—Inputs include quoted prices for similar assets and liabilities in active markets and quoted prices in non-active markets, inputs other than quoted prices that are observable, and inputs that are not directly observable, but are corroborated by observable market data. Level 3—Inputs that are unobservable and are supported by little or no market activity and reflect the use of significant management judgment. The classification of a financial asset or liability within the hierarchy is determined based on the least reliable level of input that is significant to the fair value measurement. In determining fair value, we utilize valuation techniques that maximize the use of observable inputs and minimize the use of unobservable inputs to the extent possible. We also consider the counterparty and our own non-performance risk in our assessment of fair value. Assets and Liabilities that are Measured at Fair Value on a Recurring Basis Money market funds and investment in securities —We classify our money market funds and investment in securities within Level 1 of the fair value hierarchy as they are valued using quoted market prices in active markets for identical assets. Time deposits —We classify our time deposits within Level 2 of the fair value hierarchy as these instruments are valued using a market approach based on non-binding market consensus prices that are corroborated by observable market data and quoted market prices for similar instruments in active markets. Interest Rate Swaps —We classify our interest rate swaps within Level 2 of the fair value hierarchy. The fair value of our interest rate swaps is estimated using a combined income and market-based valuation methodology based upon Level 2 inputs, including credit ratings and forward interest rate yield curves obtained from independent pricing services. 16 The following tables present our assets (liabilities) that are required to be measured at fair value on a recurring basis as of March 31, 2026 and December 31, 2025 (in thousands): Fair Value at Reporting Date Using Assets: March 31, 2026 Level 1 Level 2 Level 3 Money market funds $ 309,708 $ 309,708 $ — $ — Time deposits 26,999 — 26,999 — Investment in securities 606 606 — — Total assets $ 337,313 $ 310,314 $ 26,999 $ — Liabilities: Derivatives Interest rate swap contracts $ ( 585 ) $ — $ ( 585 ) $ — Total liabilities $ ( 585 ) $ — $ ( 585 ) $ — Fair Value at Reporting Date Using Assets: December 31, 2025 Level 1 Level 2 Level 3 Money market funds $ 410,493 $ 410,493 $ — $ — Time deposits 30,280 — 30,280 — Investment in securities 633 633 — — Total assets $ 441,406 $ 411,126 $ 30,280 $ — Liabilities: Derivatives Interest rate swap contracts $ ( 1,381 ) $ — $ ( 1,381 ) $ — Total liabilities $ ( 1,381 ) $ — $ ( 1,381 ) $ — There were no transfers between Levels 1 and 2 within the fair value hierarchy for the three months ended March 31, 2026. Other Financial Instruments The carrying value of our financial instruments including cash and cash equivalents, restricted cash and accounts receivable approximates their fair values due to the short term nature of these instruments. The fair values of our 2026 Exchangeable Notes, senior secured notes due 2027, 2029 and 2030 and term loans under our Amended and Restated Credit Agreement are determined based on quoted market prices for a similar liability when traded as an asset in an active market, a Level 2 input. The fair value of the FILO Facility was determined using a valuation model that includes certain assumptions and Level 3 inputs. The outstanding principal balances of our AR Facility and FILO Facility approximated their fair value as of March 31, 2026 and December 31, 2025. The following table presents the fair value and carrying value of our senior notes and borrowings under our senior secured credit facilities as of March 31, 2026 and December 31, 2025 (in thousands): As of March 31, 2026 As of December 31, 2025 Financial Instrument Fair Value Carrying Value (1) Fair Value Carrying Value (1) 2024 Term Loan B-1 313,603 392,440 355,652 392,183 2024 Term Loan B-2 58,490 73,986 66,500 74,169 2025 Term Loan B-1 226,421 265,802 294,725 265,206 2025 Term Loan B-2 68,315 79,140 88,712 78,911 7.32 % senior exchangeable notes due 2026 133,701 150,000 133,701 150,000 8.625 % senior secured notes due 2027 — — 93,342 91,607 11.25 % senior secured notes due 2027 — — 1,609 1,548 11.125 % senior secured notes due 2029 1,025,285 1,000,000 1,015,660 1,000,000 10.75 % senior secured notes due 2029 381,846 423,985 379,250 422,816 10.75 % senior secured notes due 2030 392,811 409,071 386,274 406,318 11.125 % senior secured notes due 2030 1,124,435 1,325,000 1,114,418 1,325,000 ______________________ (1) Excludes net unamortized debt issuance costs. 17 Assets that are Measured at Fair Value on a Nonrecurring Basis We assess goodwill and other intangible assets with indefinite lives for impairment annually or more frequently if indicators arise. We continually monitor events and changes in circumstances such as changes in market conditions, near and long-term demand and other relevant factors, that could indicate that the fair value of any one of our reporting units may more likely than not have fallen below its respective carrying amount. We have not identified any triggering events or changes in circumstances since the performance of our annual goodwill impairment test that would require us to perform another goodwill impairment test. We did no t record any goodwill impairment charges for the three months ended March 31, 2026. 10. Accumulated Other Comprehensive Loss As of March 31, 2026 and December 31, 2025, the components of accumulated other comprehensive loss, net of related deferred income taxes, are as follows (in thousands): March 31, 2026 December 31, 2025 Defined benefit pension and other postretirement benefit plans $ ( 70,402 ) $ ( 70,603 ) Unrealized foreign currency translation gain 7,745 8,757 Unrealized loss on interest rate swaps ( 919 ) ( 1,721 ) Share of other comprehensive loss of equity method investments ( 3,684 ) ( 3,089 ) Total accumulated other comprehensive loss, net of tax $ ( 67,260 ) $ ( 66,656 ) The amortization of actuarial losses and periodic service credits associated with our retirement-related benefit plans is primarily included in other, net in our consolidated statements of operations. As of March 31, 2026, we have contributed $ 2 million to our defined benefit pension plan in 2026. Based on current assumptions, we expect to make additional contributions of up to $ 7 million in 2026 to our defined benefit pension plan. 11. Stock and Stockholders' Equity Liability-classified stock-based payment awards In the first quarter of 2026, we adopted a short-term incentive compensation program for non-executive team members. Under this program, participants are eligible to receive fully-vested shares of our common stock which would be issued in early 2027, contingent upon the achievement of specific performance metrics. We account for the potential issuance of these shares of common stock as stock-based payment awards granted under this program. Stock-based compensation expense associated with these awards for the three months ended March 31, 2026 was $ 3 million , of which approximately $ 1 million is included in both technology costs and selling, general and administrative expenses, and an immaterial amount is included in cost of revenue, excluding technology costs, in our consolidated statement of operations. Because the incentive compensation associated with these awards represents a fixed dollar amount that, if payable, will be settled in a variable number of shares of our common stock, we are currently accounting for these awards as liability-classified awards. Accordingly, the offset to the $ 3 million of stock-based compensation expense we have recognized in connection with these awards during the three months ended March 31, 2026 is included in accrued compensation and related benefits on our consolidated balance sheet. Exchangeable Notes On April 17, 2020, we issued $ 345 million aggregate principal amount of 2025 Exchangeable Notes. On March 19, 2024, Sabre GLBL exchanged $ 150 million aggregate principal amount of our then-outstanding 2025 Exchangeable Notes for $ 150 million aggregate principal amount of the 2026 Exchangeable Notes and approximately $ 30 million of cash. Under the terms of the Exchangeable Notes Indentures, the Exchangeable Notes are exchangeable into our common stock under specified circumstances, at our election. As of March 31, 2026, we had $ 150 million aggregate principal amount of 2026 Exchangeable Notes outstanding. The 2025 Exchangeable Notes matured on April 15, 2025, and were settled with cash . See Note 8. Debt for further details. 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. Share Repurchase Program In February 2017, we announced the approval of a multi-year share repurchase program (the “Share Repurchase Program”) to purchase up to $ 500 million of Sabre's common stock outstanding. Repurchases under the Share Repurchase Program may take place in the open market or privately negotiated transactions. On March 16, 2020, we announced the suspension of share repurchases under the Share Repurchase Program in conjunction with certain cash management measures we undertook as a result of the market conditions caused by COVID-19. During the three months ended March 31, 2026, we did not repurchase any shares pursuant to the Share Repurchase Program. As of March 31, 2026, the Share Repurchase Program remains suspended and approximately $ 287 million remains authorized for repurchases. 18 12. Earnings Per Share The following table reconciles the numerators and denominators used in the computations of basic and diluted earnings per share from continuing operations (in thousands, except per share data): Three Months Ended March 31, 2026 2025 Numerator: Income (loss) from continuing operations $ 9,394 $ ( 3,377 ) Less: Net (loss) income attributable to noncontrolling interests ( 108 ) 213 Net income (loss) from continuing operations available to common stockholders, basic and diluted $ 9,502 $ ( 3,590 ) Denominator: Basic weighted-average common shares outstanding 395,154 386,271 Add: Dilutive effect of restricted stock awards 2,410 — Diluted weighted-average common shares outstanding 397,564 386,271 Loss per share from continuing operations: Basic $ 0.02 $ ( 0.01 ) Diluted $ 0.02 $ ( 0.01 ) Basic earnings per share is computed by dividing net income from continuing operations available to common stockholders by the weighted-average number of common shares outstanding during each period. Diluted earnings per share is computed by dividing net income from continuing operations available to common stockholders by the weighted-average number of common shares outstanding plus the effect of all dilutive common stock equivalents during each period. The diluted weighted-average common shares outstanding calculation excludes 12 million of dilutive restricted stock awards for the three months ended March 31, 2025, as their effect would be anti-dilutive given the net loss incurred in the period. The calculation of diluted weighted-average shares excludes the impact of 17 million of anti-dilutive common stock equivalents for the three months ended March 31, 2026 and immaterial amounts of anti-dilutive common stock equivalents for the three months ended March 31, 2025. We have used the if-converted method for calculating any potential dilutive effect of the Exchangeable Notes on our diluted net income per share. Under the if-converted method, the Exchangeable Notes are assumed to be converted at the beginning of each period. T he resulting common shares are included in the denominator of the diluted earnings per share calculation for the entire period being presented and interest expense, net of tax, recorded in connection with the Exchangeable Notes is added back to the numerator, only in the periods in which such effect is dilutive. The approximate ly 33 million resulting common shares related to the 2026 Exchangeable Notes for the three months ended March 31, 2026, and approximate ly 57 million resulting common shares related to the Exchangeable Notes for the three months ended March 31, 2025, are not included in the dilutive weighted-average common shares outstanding calculation as their effect would be anti-dilutive. 13. Contingencies Legal Proceedings While certain legal proceedings and related indemnification obligations to which we are a party specify the amounts claimed, these amounts may not represent reasonably possible losses. Given the inherent uncertainties of litigation, the ultimate outcome of these matters cannot be predicted at this time, nor can the amount of possible loss or range of loss, if any, be reasonably estimated, except in circumstances where an aggregate litigation accrual has been recorded for probable and reasonably estimable loss contingencies. A determination of the amount of accrual required, if any, for these contingencies is made after careful analysis of each matter. The amount of the accrual may change in the future due to new information or developments in each matter or changes in approach such as a change in settlement strategy in dealing with these matters. Indian Income Tax Litigation Sabre Asia Pacific Pte Ltd (“SAPPL”) is currently a defendant in income tax litigation brought by the Indian Director of Income Tax (“DIT”). The dispute arose when the DIT asserted that SAPPL has a permanent establishment within the meaning of the Income Tax Treaty between Singapore and India and accordingly issued tax assessments for assessment years ending March 2000 through March 2005. SAPPL appealed the tax assessments, and the Indian Commissioner of Income Tax (Appeals) returned a mixed verdict. SAPPL filed further appeals with the Income Tax Appellate Tribunal (“ITAT”). The ITAT ruled in SAPPL’s favor, finding that no income would be chargeable to tax for assessment years ending March 2000 through March 2005. The DIT appealed those decisions to the Bombay High Court and our case is pending before that court; the High Court dismissed the case for assessment years ending March 2001 through March 2004. The DIT also assessed taxes on a similar basis plus some additional issues for assessment years ending March 2006 through March 2016 and March 2018 through March 2021 and 19 appeals for assessment years ending March 2006 through March 2016 and March 2018 through March 2021 are pending before the ITAT or the High Court, depending on the year. If the DIT were to fully prevail on outstanding claims against us, including SAPPL, and other group companies, that have not been dismissed, we could be subject to taxes, interest and penalties of approximately $ 21 million as of March 31, 2026. We intend to continue to aggressively defend against each of the foregoing claims. Although we do not believe that the outcome of the proceedings will result in a material impact on our business or financial condition, litigation is by its nature uncertain. We do not believe this outcome is more likely than not and therefore have not made any provisions or recorded any liability for the potential resolution of any of these claims. Litigation Relating to Routine Proceedings We are also engaged from time to time in other routine legal and tax proceedings incidental to our business. We do not believe that any of these routine proceedings will have a material impact on the business or our financial condition. Other Other Tax Matters We operate in numerous jurisdictions in which taxing authorities may challenge our position with respect to income and non-income based taxes. We routinely receive inquiries and may also from time to time receive challenges or assessments from these taxing authorities. With respect to non-income based taxes, we recognize liabilities when we determine it is probable that amounts will be owed to the taxing authorities and such amounts are estimable. For example, in most countries we pay and collect Value Added Tax (“VAT”) when procuring goods and services, or providing services, within the normal course of business. VAT receivables are established in jurisdictions where VAT paid exceeds VAT collected and are recoverable through the filing of refund claims. We intend to vigorously defend our positions against any claims that are not insignificant, including through litigation when necessary. As of March 31, 2026, we do not believe that an adverse outcome is probable and therefore have not made any provisions or recorded any liability for the potential resolution of any of these claims. We may incur expenses in future periods related to such matters, including litigation costs and possible pre-payment of a portion of any assessed tax amount to defend our position, and if our positions are ultimately rejected, it could have a material impact to our results from continuing operations. 20