What changed in this filing

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Item 1. Financial Statements

2026-08-06 compared with 2026-05-07 · 195 added, 146 removed, 536 unchanged (39% of the section changed)

3 unchanged sentences

(In thousands, except per share amounts)

Three Months Ended March 31,

Three Months Ended June 30, Six Months Ended June 30,

2026 2025 2026 2025

Revenue $ 711,961 $ 687,149 $ 1,472,287 $ 1,389,275

10 unchanged sentences

Loss from continuing operations before income taxes ( 24,677 ) ( 109,756 ) ( 26,681 ) ( 124,781 )

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

Provision for income taxes 11,696 91,262 298 79,614

Loss from continuing operations ( 36,373 ) ( 201,018 ) ( 26,979 ) ( 204,395 )

Income (loss) from discontinued operations, net of tax 218 ( 55,514 ) ( 1,168 ) ( 16,588 )

Net loss ( 36,155 ) ( 256,532 ) ( 28,147 ) ( 220,983 )

Net (loss) income attributable to noncontrolling interests ( 4 ) ( 168 ) ( 112 ) 45

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

Loss attributable to common stockholders $ ( 36,151 ) $ ( 256,364 ) $ ( 28,035 ) $ ( 221,028 )

Basic net loss per share attributable to common stockholders:

Loss from continuing operations $ ( 0.09 ) $ ( 0.51 ) $ ( 0.07 ) $ ( 0.53 )

Loss from discontinued operations — ( 0.14 ) — ( 0.04 )

Net loss per common share $ ( 0.09 ) $ ( 0.65 ) $ ( 0.07 ) $ ( 0.57 )

Diluted net loss per share attributable to common stockholders:

Loss from continuing operations $ ( 0.09 ) $ ( 0.51 ) $ ( 0.07 ) $ ( 0.53 )

Loss from discontinued operations — ( 0.14 ) — ( 0.04 )

Net loss per common share $ ( 0.09 ) $ ( 0.65 ) $ ( 0.07 ) $ ( 0.57 )

Weighted-average common shares outstanding:

3 unchanged sentences

SABRE CORPORATION

CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME

CONSOLIDATED STATEMENTS OF COMPREHENSIVE LOSS

(In thousands)

Three Months Ended March 31,

Net income $ 8,008 $ 35,548

Three Months Ended June 30, Six Months Ended June 30,

2026 2025 2026 2025

Net loss $ ( 36,155 ) $ ( 256,532 ) $ ( 28,147 ) $ ( 220,983 )

Other comprehensive income, net of tax:

Foreign currency translation adjustments ("CTA") ( 1,012 ) 2,090

Foreign currency translation adjustments ( 278 ) 4,136 ( 1,290 ) 6,225

Retirement-related benefit plans:

3 unchanged sentences

Net change in retirement-related benefit plans, net of tax 936 400 1,137 ( 2,593 )

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

Unrealized (losses) gains, net of taxes of nil in all periods ( 26 ) 587 77 ( 11 )

Reclassification adjustment for realized losses, net of taxes of nil in all periods 617 152 1,316 294

Net change in derivatives, net of tax 591 739 1,393 283

Share of other comprehensive loss of equity method investments ( 595 ) ( 212 )

Share of other comprehensive (loss) income of equity method investments ( 200 ) 240 ( 795 ) 29

Other comprehensive income 1,049 5,515 445 3,944

Comprehensive income 7,404 33,977

Comprehensive loss ( 35,106 ) ( 251,017 ) ( 27,702 ) ( 217,039 )

Comprehensive loss (income) attributable to noncontrolling interests 4 168 112 ( 45 )

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

Comprehensive loss attributable to Sabre Corporation $ ( 35,102 ) $ ( 250,849 ) $ ( 27,590 ) $ ( 217,084 )

See Notes to Consolidated Financial Statements.

2 unchanged sentences

(In thousands)

March 31, 2026 December 31, 2025

June 30, 2026 December 31, 2025

Current assets

34 unchanged sentences

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

439,268 and 427,366 shares issued, 403,568 and 395,004 shares outstanding at June 30, 2026 and December 31, 2025, respectively

Additional paid-in capital 3,364,574 3,351,111

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

Treasury Stock, at cost, 35,700 and 32,362 shares at June 30, 2026 and December 31, 2025, respectively

( 542,520 ) ( 537,197 )

8 unchanged sentences

(In thousands)

Three Months Ended March 31,

Six Months Ended June 30,

Operating Activities

Net income $ 8,008 $ 35,548

Net loss $ ( 28,147 ) $ ( 220,983 )

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

Depreciation and amortization 53,468 50,972

Stock-based compensation expense 26,243 23,602

Amortization of upfront incentive consideration 24,684 17,735

Amortization of debt discount and issuance costs 19,932 14,916

Stock-based compensation expense 5,661 12,312

Provision for expected credit losses 5,209 1,103

Deferred income taxes 3,641 32,277

Other 3,112 ( 3,317 )

Loss on extinguishment of debt 2,958 85,182

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

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

Loss from discontinued operations 1,168 16,588

Dividends received from equity method investments 961 1,042

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

Paid-in-kind interest — 28,327

13 unchanged sentences

Proceeds from sale of assets — 9,267

Other investing activities — ( 200 )

Cash used in investing activities ( 47,632 ) ( 30,083 )

1 unchanged sentence

Payments on borrowings from lenders ( 195,415 ) ( 1,224,531 )

Proceeds on borrowings from lenders 150,000 1,325,000

Payments on borrowings under Securitization Facility ( 116,750 ) ( 39,000 )

Proceeds from borrowings under Securitization Facility 114,550 54,100

Net Payments on Behalf under TSA ( 10,196 ) —

Debt prepayment fees and issuance costs ( 7,743 ) ( 71,094 )

Net Receipts on Behalf under TSA 3,131 —

Other financing activities 2,000 —

Net payment on the settlement of equity-based awards ( 5,326 ) ( 9,975 )

Other financing activities 2,000 —

Cash (used in) provided by financing activities ( 68,880 ) 34,500

23 unchanged sentences

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

Comprehensive loss — — — — — ( 36,151 ) 1,049 345 ( 34,757 )

Settlement of stock-based awards 11,526,615 115 ( 1 ) 3,268,912 ( 5,218 ) — — — ( 5,104 )

Stock-based compensation expense — — 10,386 — — — — — 10,386

Other — — — — — — — —

Balance at June 30, 2026 439,268,180 $ 4,393 $ 3,364,574 35,699,879 $ ( 542,520 ) $ ( 3,830,570 ) $ ( 66,211 ) $ 15,179 $ ( 1,055,155 )

Stockholders’ Deficit

11 unchanged sentences

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

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

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

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

Other — — — — — — — — —

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

See Notes to Consolidated Financial Statements.

9 unchanged sentences

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.

Recent events—W e 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.

3 unchanged sentences

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.

Operating results for the three and six months ended June 30, 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.

27 unchanged sentences

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

The following table presents our assets and liabilities with customers as of June 30, 2026 and December 31, 2025 (in thousands).

Account Consolidated Balance Sheet Location June 30, 2026 December 31, 2025

Contract assets and customer advances and discounts (1)

4 unchanged sentences

______________________

(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.

(1) Includes contract assets of $ 3 million for June 30, 2026 and $ 4 million December 31, 2025.

During the six months ended June 30, 2026, we recognized revenue of approximately $ 16 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.

2 unchanged sentences

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

Three Months Ended March 31,

Three Months Ended June 30, Six Months Ended June 30,

2026 2025 2026 2025

Marketplace $ 576,839 $ 545,766 $ 1,194,850 $ 1,114,881

2 unchanged sentences

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.

For the six months ended June 30, 2026, the impact on revenue recognized in the current period from performance obligations partially or fully satisfied in the previous period is $ 1 million.

Our air booking cancellation reserve totaled $ 16 million and $ 13 million as of June 30, 2026, and December 31, 2025, respectively.

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

1 unchanged sentence

Discontinued Operations and Dispositions

On April 27, 2025, we entered into a definitive purchase agreement with 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.

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

Adjustments to the gain in the fourth quarter of 2025 and the first six months 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.

4 unchanged sentences

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.

Amounts due for transition services provided to the Hospitality Solutions business under the TSA, net of direct and incremental costs to provide the services, are recorded to other, net, within continuing operations in our consolidated statements of operations during the three and six months ended June 30, 2026 and presented within the operating activities section of the statement of cash flows.

Service charges under the TSA were approximately $ 22 million and $ 45 million for the three and six months ended June 30, 2026, respectively, and cash receipts related to the TSA charges were approximately $ 43 million for the six months ended June 30, 2026.

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

2 unchanged sentences

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.

Revenue earned and cash received since the closing of the Hospitality Solutions Sale related to these agreements was approximately $ 17 million and $ 11 million, respectively, for the three months ended June 30, 2026 and approximately $ 33 million and $ 23 million, respectively, for the six months ended June 30, 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.

Revenue that was previously eliminated but is now in our results of continuing operations was $ 12 million and $ 23 million for the three and six months ended June 30, 2025, respectively.

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,

Three Months Ended June 30, Six Months Ended June 30,

2026 2025 2026 2025

Revenue $ — $ 87,002 $ — $ 172,211

5 unchanged sentences

Interest expense, net — ( 19,776 ) — ( 39,338 )

Loss on extinguishment of debt — —

Other, net 211 2,619 ( 347 ) 3,689

Total other expense, net 211 ( 17,157 ) ( 347 ) ( 35,649 )

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

Provision (benefit) for income taxes (1)

Income (loss) from discontinuing operations before income taxes 211 ( 9,337 ) ( 664 ) ( 15,825 )

(Benefit) provision for income taxes (1)

( 7 ) 46,177 504 763

2 unchanged sentences

(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,

The following table presents selected financial information related to cash flows from discontinued operations for the six months ended June 30, 2026 and 2025 (in thousands) :

Six Months Ended June 30,

Cash used in operating activities $ ( 785 ) $ ( 22,616 )

1 unchanged sentence

Cash provided by (used in) discontinued operations $ 3,568 $ ( 24,404 )

Non-cash additions to property and equipment $ — $ 9,313

Redeemable Noncontrolling Interest

4 unchanged sentences

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,

As of June 30, 2026 and 2025, the redeemable noncontrolling interest was $ 11 million and $ 12 million, respectively.

The following table presents the changes in redeemable noncontrolling interest of a consolidated subsidiary in temporary equity during the period ended June 30, 2026 and 2025 (in thousands):

Six Months Ended June 30,

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

2 unchanged sentences

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.

In 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 $ 62 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.

These restructuring costs are comprised of $ 58 million that has been or will be paid in cash for severance and related benefits costs and $ 4 million that has been 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

Six Months Ended

June 30, 2026

Balance as of December 31, 2025

1 unchanged sentence

Cash Payments ( 36,338 )

Balance as of March 31, 2026

Non-Cash Adjustments ( 961 )

Balance as of June 30, 2026

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

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

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

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

For the six months ended June 30, 2026, we recognized an immaterial amount of income tax expense for continuing operations, compared to an income tax expense of $ 80 million for the six months ended June 30, 2025.

The effective tax rate for the six months ended June 30, 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.

9 unchanged sentences

When facts and circumstances change, we reassess these probabilities and record any changes in the consolidated financial statements as appropriate.

We file income tax returns in the U.S.

federal jurisdiction and various state and foreign jurisdictions.

In June 2026, the Internal Revenue Service initiated an examination of our U.S.

federal income tax returns for the tax year ended December 31, 2023.

We believe our tax positions are well-supported and that adequate provisions for income taxes have been made.

Management does not expect the outcome of this examination to have a material adverse effect on our financial position, results of operations, or cash flows.

Credit Losses

3 unchanged sentences

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.

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.

1 unchanged sentence

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):

Three Months Ended

March 31, 2026

Our allowance for credit losses for the six months ended June 30, 2026 for our portfolio segment is summarized as follows (in thousands):

Six Months Ended

June 30, 2026

Balance at December 31, 2025 $ 17,953

1 unchanged sentence

Write-offs ( 1,973 )

Balance at March 31, 2026 $ 21,431

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

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

Rate Maturity March 31, 2026 December 31, 2025

Balance at June 30, 2026 $ 21,116

As of June 30, 2026 and December 31, 2025, our outstanding debt included in our consolidated balance sheets totaled $ 4,317 million and $ 4,349 million, respectively, which are net of debt issuance costs of $ 57 million and $ 60 million, respectively, and unamortized discounts of $ 111 million and $ 123 million, respectively.

The following table sets forth the face values of our outstanding debt as of June 30, 2026 and December 31, 2025 (in thousands):

Rate Maturity June 30, 2026 December 31, 2025

Senior secured credit facilities:

14 unchanged sentences

7.32 % August 2026 50,000 150,000

7.00 % senior exchangeable notes due 2031

7.00 % May 2031 (3)

8.625 % senior secured notes due 2027

17 unchanged sentences

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.

(3) The 2031 Exchangeable Notes (as defined below) contractually mature in May 2031;

however, the holders possess a non-contingent, unilateral option to require us to repurchase all or any portion of their notes at 100 % of the principal amount plus accrued and unpaid interest, exercisable solely on May 15, 2029.

We had outstanding letters of credit totaling $ 11 million as of both June 30, 2026 and December 31, 2025, respectively, which were secured by a $ 21 million cash collateral deposit account which is presented in restricted cash on our consolidated balance sheets as of June 30, 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 (as defined below) and the current portions of the 2025 Term Loan B-1, 2025 Term Loan B-2 and 2024 Term Loan B-2, is 9.50 % as of June 30, 2026.

Senior Secured Credit Facilities

1 unchanged sentence

Following the closing of the Hospitality Solutions Sale on July 3, 2025, we used the net proceeds primarily to repay a portion of our then-outstanding indebtedness, including repayments under our (i) then-outstanding 2021 Term Loan B-2 in the amount of $ 158 million, (ii) then-outstanding 2022 Term Loan B-1 in the amount of $ 164 million, (iii) then-outstanding 2022 Term Loan B-2 in the amount of $ 178 million, and (iv) 2024 Term Loan B-1 in the amount of $ 299 million, in accordance with the terms of the Amended and Restated Credit Agreement dated as of February 19, 2013 (the "Amended and Restated Credit Agreement").

We recognized a loss on extinguishment of debt during the year ended December 31, 2025 of approximately $ 14 million in discontinued operations within our results of operations, primarily consisting of unamortized debt issuance cost and

discount associated with these prepayments.

Interest expense associated with the principal indebtedness that was repaid is classified as discontinued operations within our results of operations in the prior year period.

15 unchanged sentences

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.

As of June 30, 2026, we were in compliance with all covenants under the terms of the Amended and Restated Credit Agreement.

Interest Rate Swaps

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

Interest rate swaps outstanding during the six months ended June 30, 2026 and 2025, are as follows:

Notional Amount Interest Rate

10 unchanged sentences

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.

As of June 30, 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.

27 unchanged sentences

$ 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.

9 unchanged sentences

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

As of 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.

As of June 30, 2026 , we had $ 200 million outstanding under the Securitization Facility, consisting of $ 80 million under the AR Facility and $ 120 million outstanding under the FILO Facility.

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

2 unchanged sentences

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

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

The drawn fee rate, which was 3.75 % as of June 30, 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.

Unamortized net debt issuance costs related to our AR Facility are immaterial as of June 30, 2026 and $ 1 million as of December 31, 2025, which are recorded in other assets, net in our consolidated balance sheets.

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

1 unchanged sentence

Under the terms of the Securitization Facility, the lenders under the AR Facility and FILO Facility would have a senior priority claim to the assets of Sabre Securitization, which will primarily consist of the Receivables of the Originators participating in the Securitization Facility.

As of 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.

As of June 30, 2026 , $ 336 million of Receivables are held as assets by Sabre Securitization, consisting of $ 330 million of accounts receivable and $ 6 million of other as sets, net in our conso lidated balance sheets.

The Securitization Facility is accounted for as a secured borrowing on a consolidated basis, rather than a sale of assets;

2 unchanged sentences

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

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

As of June 30, 2026 , we were in compliance with the financial covenants of the Securitization Facility.

On August 4, 2026, Sabre Securitization entered into an amendment of the Securitization Facility that is expected to become effective on September 30, 2026, subject to certain conditions precedent.

Upon effectiveness, the amendment will extend the maturity of the Securitization Facility to September 28, 2029 , subject to certain springing maturity conditions.

In addition, upon effectiveness the amendment will increase the overall size of the existing AR Facility from $ 115 million to $ 130 million , while the size of the FILO Facility would remain $ 120 million , resulting in an increase of the overall size of the Securitization Facility to $ 250 million.

Upon effectiveness, borrowings under the AR Facility will have an interest rate of SOFR plus an applicable margin of 275 basis points, and borrowings under the FILO Facility will have an interest rate of SOFR plus an applicable margin of 625 basis points.

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").

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

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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.

As of June 30, 2026 , we have $ 50 million aggregate principal amount of 2026 Exchangeable Notes outstanding.

See the discussion below regarding the 2031 Exchangeable Notes for additional information.

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:

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• 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.

The 2026 Exchangeable Notes matured on August 1, 2026, and were settled with 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.

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

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

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

If a “Make-Whole Fundamental Change” (as defined in the

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

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

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

On May 18, 2026, Sabre GLBL issued $ 150 million aggregate principal amount of newly-issued 7.00 % senior exchangeable notes due 2031 (the "2031 Exchangeable Notes" and together with the 2025 Exchangeable Notes and 2026 Exchangeable Notes, the "Exchangeable Notes").

Concurrently with the issuance of the 2031 Exchangeable Notes, we used a portion of the net proceeds to fund the repurchase of $ 100 million in aggregate principal amount of the outstanding 2026 Exchangeable Notes at par plus accrued and unpaid interest (the "May 2026 Exchangeable Notes Transaction").

In connection with this transaction, we paid approximately $ 5 million in third-party fees plus $ 2 million of accrued and unpaid interest.

We determined that the May 2026 Exchangeable Notes Transaction represents a debt extinguishment and therefore recognized an immaterial loss on extinguishment of debt during the six months ended June 30, 2026 .

We intend to use the net proceeds of $ 50 million to repay, repurchase or otherwise retire from time to time the remaining $ 50 million of 2026 Exchangeable Notes outstanding.

Ultimately, the May 2026 Exchangeable Notes Transaction will not result in any incremental indebtedness being incurred.

The 2031 Exchangeable Notes are senior, unsecured obligations of Sabre GLBL, accrue interest payable semi-annually in arrears on May 15 and November 15 of each year, beginning on November 15, 2026, at a rate of 7.00 % per year, and mature on May 15, 2031, unless earlier repurchased, redeemed or exchanged in accordance with specified circumstances and terms of the indenture governing the 2031 Exchangeable Notes (the "2031 Exchangeable Notes Indenture" and together with the 2026 Exchangeable Notes Indenture, the "Exchangeable Notes Indentures").

As of June 30, 2026 , we have $ 150 million aggregate principal amount of 2031 Exchangeable Notes outstanding.

Under the terms of the 2031 Exchangeable Notes Indenture , the 2031 Exchangeable Notes are exchangeable into our common stock under substantively the same circumstances as those set forth in the 2026 Exchangeable Notes other than :

• during any calendar quarter commencing after the calendar quarter ended September 30, 2026, 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;

• on or after November 15, 2030, until the close of business on the second scheduled trading day immediately preceding the maturity date, May 15 2031.

• if Sabre GLBL calls any note for redemption, then the holder may exchange such note at any time before the close of business on the second business day immediately before the related redemption date.

As of June 30, 2026, none of the conditions allowing holders of the 2031 Exchangeable Notes to exchange have been met.

The 2031 Exchangeable Notes are exchangeable at their holder’s election into shares of our common stock based on an initial exchange rate of 447.2272 shares of common stock per $1,000 principal amount of the 2031 Exchangeable Notes , which is equivalent to an initial exchange price of approximately $ 2.24 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.

“Make-Whole Fundamental Change” provisions in the 2031 Exchangeable Notes Indenture are substantially similar to those described above for the 2026 Exchangeable Notes Indenture.

The 2031 Exchangeable Notes will not be redeemable at our option prior to May 21, 2029.

On or after May 21, 2029, Sabre GLBL may redeem for cash all or any portion of the 2031 Exchangeable Notes at a redemption price equal to 100 % of the principal amount of the notes to be redeemed, plus accrued and unpaid interest to, but excluding, the redemption date, if the last reported sale price of our common stock exceeds 130 % of the exchange price then in effect for a specified period of time ending on, and including, the trading day immediately preceding the date we provide notice of redemption, subject to the other limitations set forth in the 2031 Exchangeable Notes Indenture.

Holders of the 2031 Exchangeable Notes may require Sabre GLBL to repurchase for cash all or any portion of their notes on May 15, 2029, at a repurchase price equal to 100 % of the principal amount of the notes to be repurchased, plus accrued and unpaid interest to, but excluding, the repurchase date.

Debt issuance costs are amortized over the contractual life of the 2025 Exchangeable Notes and the 2026 Exchangeable Notes.

Debt issuance costs for the 2031 Exchangeable Notes are amortized from the date of issuance to May 15, 2029, the date on which the holders have a non-contingent, unilateral right to require us to repurchase the notes.

Debt issuance costs are amortized through interest expense, within our results from continuing operations.

The effective interest rate at June 30, 2026

was 8.82 % and 8.36 % for the 2026 Exchangeable Notes and the 2031 Exchangeable Notes, respectively.

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

The following table sets forth the carrying value of the Exchangeable Notes as of June 30, 2026 and December 31, 2025 (in thousands):

June 30, 2026 December 31, 2025

2026 Exchangeable Notes 2031 Exchangeable Notes 2026 Exchangeable Notes

Principal $ 50,000 $ 150,000 $ 150,000

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Net carrying value $ 49,938 $ 144,802 $ 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 Exchangeable Notes 2025 Exchangeable Notes 2026 Exchangeable Notes

The following table sets forth interest expense recognized related to the Exchangeable Notes for the three and six months ended June 30, 2026 and 2025 (in thousands):

Three Months Ended June 30, Six Months Ended June 30,

2026 2025 2026 2025

2026 Exchangeable Notes 2031 Exchangeable Notes 2025 Exchangeable Notes 2026 Exchangeable Notes 2026 Exchangeable Notes 2031 Exchangeable Notes 2025 Exchangeable Notes 2026 Exchangeable Notes

Contractual interest expense $ 1,871 $ 1,254 $ 305 $ 2,745 $ 4,616 $ 1,254 $ 2,138 $ 5,490

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

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

The following tables present our assets (liabilities) that are required to be measured at fair value on a recurring basis as of June 30, 2026 and December 31, 2025 (in thousands):

Fair Value at Reporting Date Using

March 31, 2026 Level 1 Level 2 Level 3

June 30, 2026 Level 1 Level 2 Level 3

Money market funds $ 368,145 $ 368,145 $ — $ —

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Total assets $ 425,986 $ 368,999 $ 56,987 $ —

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

Total liabilities $ ( 585 ) $ — $ ( 585 ) $ —

Fair Value at Reporting Date Using

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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.

There were no transfers between Levels 1 and 2 within the fair value hierarchy for the three and six months ended June 30, 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 values of our 2026 Exchangeable Notes, 2031 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

The outstanding principal balances of our AR Facility and FILO Facility approximated their fair value as of June 30, 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 June 30, 2026 and December 31, 2025 (in thousands):

As of June 30, 2026

As of December 31, 2025

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50,898 50,000 133,701 150,000

7.00 % senior exchangeable notes due 2031

194,433 150,000 — —

8.625 % senior secured notes due 2027

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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.

We have not identified any triggering events or changes in circumstances

since the performance of our annual goodwill impairment test that would require us to perform another goodwill impairment test.

We did no t record any goodwill impairment charges for the three and six months ended June 30, 2026.

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

As of June 30, 2026 and December 31, 2025, the components of accumulated other comprehensive loss, net of related deferred income taxes, are as follows (in thousands):

June 30, 2026 December 31, 2025

Defined benefit pension and other postretirement benefit plans $ ( 69,466 ) $ ( 70,603 )

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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.

As of June 30, 2026, we have contributed $ 4 million to our defined benefit pension plan in 2026.

Based on current assumptions, we expect to make additional contributions of up to $ 5 million in 2026 to our defined benefit pension plan.

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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.

Stock-based compensation expense associated with these awards for the three months ended June 30, 2026 was $ 10 million , of which approximately $ 1 million is included in cost of revenue, excluding technology costs and $ 5 million is included in both technology costs and selling, general and administrative expenses, respectively, in our consolidated statement of operations.

Stock-based compensation expense associated with these awards for the six months ended June 30, 2026 was $ 13 million , of which approximately $ 1 million is included in cost of revenue, excluding technology costs and $ 6 million is included in both technology costs and selling, general and administrative expenses, respectively, 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.

Accordingly, the offset to the $ 13 million of stock-based compensation expense we have recognized in connection with these awards during the six months ended June 30, 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 April 17, 2020, we issued $ 345 million aggregate principal amount of the 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.

On May 18, 2026, we issued $ 150 million aggregate principal amount of the 2031 Exchangeable Notes.

Substantially concurrently with the issuance of the 2031 Exchangeable Notes, we used a portion of the net proceeds to fund the repurchase of $ 100 million in aggregate principal amount of the outstanding 2026 Exchangeable Notes.

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 .

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.

As of June 30, 2026, we had $ 50 million and $ 150 million of a ggregate principal amount of 2026 Exchangeable Notes and 2031 Exchangeable Notes outstanding, respectively.

The 2025 Exchangeable Notes and 2026 Exchangeable Notes matured on April 15, 2025 and August 1, 2026, respectively, and were settled with cash .

Share Repurchase Program

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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.

During the six months ended June 30, 2026, we did not repurchase any shares pursuant to the Share Repurchase Program.

As of June 30, 2026, the Share Repurchase Program remains suspended and approximately $ 287 million remains authorized for repurchases.

Earnings Per Share

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

Three Months Ended March 31,

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

Three Months Ended June 30, Six Months Ended June 30,

2026 2025 2026 2025

Loss from continuing operations $ ( 36,373 ) $ ( 201,018 ) $ ( 26,979 ) $ ( 204,395 )

Net (loss) income attributable to noncontrolling interests ( 4 ) ( 168 ) ( 112 ) 45

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

Net loss from continuing operations available to common stockholders, basic and diluted $ ( 36,369 ) $ ( 200,850 ) $ ( 26,867 ) $ ( 204,440 )

Basic weighted-average common shares outstanding 399,351 390,905 397,264 388,601

Dilutive effect of restricted stock awards

Diluted weighted-average common shares outstanding 399,351 390,905 397,264 388,601

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

The diluted weighted-average common shares outstanding calculation excludes 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.

The diluted weighted-average common shares outstanding calculation excludes 4 million and 2 million of dilutive restricted stock awards for the three and six months ended June 30, 2026, respectively, and 3 million and 8 million of dilutive stock options and restricted stock awards for the three and six months ended June 30, 2025, respectively, as their effect would be anti-dilutive given the net loss incurred in the period.

The calculation of diluted weighted-average shares excludes the impact of 5 million and 12 million of anti-dilutive common stock equivalents for the three and six months ended June 30, 2026, respectively, and 2 million of anti-dilutive common stock equivalents for the three months ended June 30, 2025.

The impact of anti-dilutive common stock equivalents for the six months ended June 30, 2025 is not material.

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.

Under the if-converted method, the 2025 Exchangeable Notes and 2026 Exchangeable Notes are assumed to be converted at the beginning of each period, the 2031 Exchangeable Notes are assumed to be converted at the issuance date of May 18, 2026 and the resulting common shares are included in the denominator of the diluted earnings per share calculation for the entire period being presented and interest expense, net of tax, recorded in connection with the Exchangeable Notes is added back to the numerator, only in the periods in which such effect is dilutive.

The approximate ly 55 million and 44 million resulting common shares related to the outstanding Exchangeable Notes for the three and six months ended June 30, 2026, respectively, and approximate ly 37 million and 47 million resulting common shares related to the then-outstanding Exchangeable Notes for the three and six months ended June 30, 2025, respectively, are not included in the dilutive weighted-average common shares outstanding calculation as their effect would be anti-dilutive given the net loss incurred in the periods.

Contingencies

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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;

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

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.

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

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

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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.

As of June 30, 2026, we have made provisions or recorded liabilities as required for any claims that may be made against positions taken.

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.

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

What changed 10-Q

Item 1. Financial Statements