What changed in this filing

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Item 2. Management’s Discussion and Analysis

2026-08-06 compared with 2026-05-07 · 165 added, 88 removed, 343 unchanged (42% of the section changed)

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This Quarterly Report on Form 10-Q, including this “Management’s Discussion and Analysis of Financial Condition and Results of Operations” in Part I, Item 2, contains information that may constitute forward-looking statements.

Forward-looking statements relate to expectations, beliefs, projections, future plans and strategies, anticipated events or trends and similar expressions concerning matters that are not historical facts, such as statements regarding our future financial condition or results of continuing operations, our prospects and strategies for future growth, the development and introduction of new products, expectations regarding cost reductions, and the implementation of our marketing and branding strategies.

Forward-looking statements relate to expectations, beliefs, projections, future plans and strategies, anticipated events or trends and similar expressions concerning matters that are not historical facts, such as statements regarding our future financial condition or results of continuing operations, our prospects and strategies for future growth, the development and introduction of new technologies and products, expectations regarding cost reductions, and the implementation of our marketing and branding strategies.

In many cases, you can identify forward-looking statements by terms such as “expects,” “outlook,” "intends," "will," "may," "believes," “pro forma,” “plans,” “predicts,” “potential,” “estimates,” “intends,” “should,” “could,” “anticipates,” “likely,” “commit,” “guidance,” “anticipate,” “incremental,” “provisional,” “preliminary,” “forecast,” “continue,” “strategy,” “confidence,” “objective,” “project,” or the negative of these terms or other comparable terminology.

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

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

In 2026, 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.

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Inflation offset program

In the first quarter of 2026, we continued to implement a program that began in the fourth quarter of 2025, designed to offset normal inflationary pressures over the next two to three years, with the goal of keeping technology costs and selling, general and administrative costs relatively flat when compared to 2025.

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.

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.

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

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

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

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

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

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

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

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

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

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

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

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

Three Months Ended March 31,

2026 2025 % Change

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

2026 2025 % Change 2026 2025 % Change

Direct Billable Bookings - Air 76,077 75,534 0.7% 163,050 157,972 3.2%

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

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

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

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

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

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

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

restructuring and other costs;

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

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

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

Purpose and Use by Management

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Limitations of Non‑GAAP Financial Measures

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

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

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

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

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

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

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

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

Three Months Ended March 31,

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

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)

Acquisition-related amortization (1a)

7,730 7,732 15,460 15,464

Restructuring and other costs (2)

2,057 — 11,824 —

Loss on extinguishment of debt 230 85,182 2,958 85,182

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Disposition-related costs (4)

— (163) — 520

Indirect tax matters (5)

131 (8,226) (3,229) (7,951)

Stock-based compensation (6)

20,582 11,290 26,243 23,602

Stockholder matter costs (7)

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(55,688) 94,180 (59,805) 82,044

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

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

Adjusted Net Loss from continuing operations $ (67,441) $ (7,821) $ (43,148) $ (5,037)

Adjusted Net Loss from continuing operations per share $ (0.17) $ (0.02) $ (0.11) $ (0.01)

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

430,897 455,260

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

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

Depreciation and amortization of property and equipment (1b)

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Amortization of capitalized implementation costs (1c)

2,997 2,930 5,586 5,893

Acquisition-related amortization (1a)

7,730 7,732 15,460 15,464

Restructuring and other costs (2)

2,057 — 11,824 —

Interest expense, net 123,768 111,244 246,731 221,034

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Disposition-related costs (4)

— (163) — 520

Indirect tax matters (5)

131 (8,226) (3,229) (7,951)

Stock-based compensation (6)

20,582 11,290 26,243 23,602

Stockholder matter costs (7)

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

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

Adjusted EBITDA $ 142,984 $ 118,255 $ 301,694 $ 249,075

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

Three Months Ended March 31,

Six Months Ended June 30,

Cash used in operating activities $ (98,011) $ (281,841)

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

Three Months Ended March 31,

Six Months Ended June 30,

Cash used in operating activities $ (98,011) $ (281,841)

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(3) Other, net includes $18 million of transition services agreement income, net, in the current year period and a gain on the sale of assets of $5 million recognized in the prior year period.

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

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

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

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

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

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

Results of Operations

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

Three Months Ended March 31,

(Amounts in thousands)

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

2026 2025 2026 2025

(Amounts in thousands) (Amounts in thousands)

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

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

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

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

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

Three Months Ended March 31, 2026 and 2025

Three Months Ended March 31,

Three Months Ended June 30, 2026 and 2025

Three Months Ended June 30,

2026 2025 Change

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Revenue $ 711,961 $ 687,149 $ 24,812 4 %

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

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

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

Revenue increased $25 million, or 4%, for the three months ended June 30, 2026 compared to the same period in the prior year, primarily due to:

• a $31 million, or 6%, increase in Marketplace revenue driven by a $25 million increase in transaction-based revenue primarily due to a 1% increase in direct billable bookings to 92 million and favorable rate impacts and a $6 million increase in product-based revenue;

partially offset by

• a $6 million or 4%, decrease in Airline Technology revenue driven by a $4 million decrease in license fee revenue and a $3 million decrease in other revenue, partially offset by a $1 million increase in volume growth.

Cost of revenue, excluding technology costs

Three Months Ended March 31,

Three Months Ended June 30,

2026 2025 Change

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Cost of revenue, excluding technology costs $ 310,462 $ 296,354 $ 14,108 5 %

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

Cost of revenue, excluding technology costs, increased $14 million, or 5%, for the three months ended June 30, 2026 compared to the same period in the prior year primarily due to a $15 million increase in incentive consideration due to an increase in rates, transaction mix, and volumes.

Technology Costs

Three Months Ended March 31,

Three Months Ended June 30,

2026 2025 Change

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Technology costs $ 171,059 $ 172,494 $ (1,435) (1) %

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

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

Technology costs decreased by $1 million or 1%, for the three months ended June 30, 2026 compared to the same period in the prior year driven by a $9 million decrease in labor and professional services due to the inflation offset program, partially offset by a $5 million increase in technology costs due to an increase in transaction volumes and a $2 million increase in depreciation and amortization.

Selling, General and Administrative Expenses

Three Months Ended March 31,

Three Months Ended June 30,

2026 2025 Change

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Selling, general and administrative $ 137,657 $ 129,167 $ 8,490 7 %

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

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

Selling, general and administrative expenses increased $8 million, or 7%, for the three months ended June 30, 2026 compared to the same period in the prior year due to an $11 million increase primarily driven by a reduction in tax litigation reserves in the prior year as a result of final settlement and a $5 million increase in employee bonus and stock compensation expense primarily due to a reduction in variable based compensation in the prior year.

These increases were partially offset by an $8 million decrease in labor an d professional services due to the inflation offset program.

Interest expense, net

Three Months Ended March 31,

Three Months Ended June 30,

2026 2025 Change

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Interest expense, net $ 123,768 $ 111,244 $ 12,524 11 %

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

Interest expense increased $13 million, or 11%, during the three months ended June 30, 2026 compared to the same period in the prior year primarily due to additional interest incurred since the prior year period in connection with the financing activities that occurred during 2025.

Debt for further details.

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Loss on Extinguishment of Debt

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

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

Debt for further details.

Three Months Ended March 31,

Three Months Ended June 30,

2026 2025 Change

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Other, net $ (6,161) $ 3,202 $ (9,363) (292) %

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

Benefit for Income Taxes

Three Months Ended March 31,

Other, net decreased $9 million for the three months ended June 30, 2026 compared to the same period in the prior year primarily due to $8 million of transition services agreement income, net, associated with the Hospitality Solutions Sale and a $1 million decrease due to realized and unrealized foreign currency exchange losses in the current period.

Provision for Income Taxes

Three Months Ended June 30,

2026 2025 Change

(Amounts in thousands)

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

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

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

Provision for income taxes $ 11,696 $ 91,262 $ (79,566) (87) %

For the three months ended June 30, 2026, we recognized $12 million of income tax expense for continuing operations, compared to an income tax expense of $91 million for the three months ended June 30, 2025.

The effective tax rate for the three 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.

Six Months Ended June 30, 2026 and 2025

Six Months Ended June 30,

2026 2025 Change

(Amounts in thousands)

Revenue $ 1,472,287 $ 1,389,275 $ 83,012 6 %

Revenue increased $83 million, or 6%, for the six months ended June 30, 2026 compared to the same period in the prior year, primarily due to:

• an $80 million, or 7%, increase in Marketplace revenue driven by a $68 million increase in transaction-based revenue due to a 3% increase in direct billable bookings to 193 million and favorable rate impacts, and a $12 million increase in product-based revenue;

• a $3 million, or 1%, increase in Airline Technology revenue driven by a $3 million increase in volume growth.

Cost of revenue, excluding technology costs

Six Months Ended June 30,

2026 2025 Change

(Amounts in thousands)

Cost of revenue, excluding technology costs $ 645,445 $ 601,825 $ 43,620 7 %

Cost of revenue, excluding technology costs, increased $44 million, or 7%, for the six months ended June 30, 2026 compared to the same period in the prior year, primarily due to a $42 million increase in incentive consideration due to an increase in rates, transaction mix and volume , and a $2 million increase in labor an d professional services partially due to a restructuring charge associated with the inflation offset program in the current period.

Technology Costs

Six Months Ended June 30,

2026 2025 Change

(Amounts in thousands)

Technology costs $ 346,480 $ 347,801 $ (1,321) — %

Technology costs decreased $1 million for the six months ended June 30, 2026 compared to the same period in the prior year driven by a $6 million decrease in labor and professional services due to the inflation offset program and a $5 million decrease in labor and professional services due to a reduction in employee bonus and stock compensation expense, partially offset by a $7 million increase in technology costs due to an increase in transaction volumes and a $3 million increase in depreciation and amortization.

Selling, General and Administrative Expenses

Six Months Ended June 30,

2026 2025 Change

(Amounts in thousands)

Selling, general and administrative $ 271,662 $ 259,120 $ 12,542 5 %

Selling, general and administrative expenses increased $13 million, or 5%, for the six months ended June 30, 2026 compared to the same period in the prior year due to an $11 million increase primarily driven by a reduction in tax litigation reserves in the prior year as a result of final settlement, a $7 million increase primarily due to a sales tax refund in the prior year related to prior tax periods, a $4 million increase in the provision for credit losses and a $4 million increase due to professional services costs associated with stockholder matters.

These increases were partially offset by a $9 million decrease in indirect taxes, primarily due to the reversal of a DST accrual and a $4 million decrease in labor and professional services due to a reduction in employee bonus and stock compensation expense, primarily related to forfeitures as a result of the inflation offset program.

Interest expense, net

Six Months Ended June 30,

2026 2025 Change

(Amounts in thousands)

Interest expense, net $ 246,731 $ 221,034 $ 25,697 12 %

Interest expense increased $26 million, or 12% during the six months ended June 30, 2026 compared to the same period in the prior year primarily due to primarily due to additional interest incurred since the prior year period in connection with the financing activities that occurred during 2025.

Debt for further details.

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

Loss on extinguishment of debt

We recognized a loss on extinguishment of debt of $3 million during the six months ended June 30, 2026 primarily due to the early redemption of our 8.625% senior secured notes due 2027, in the first quarter of 2026.

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

Debt for further details.

Six Months Ended June 30,

2026 2025 Change

(Amounts in thousands)

Other, net $ (13,162) $ 497 $ (13,659) (2,748) %

Other, net decreased $14 million for the six months ended June 30, 2026 compared to the same period in the prior year primarily due to $18 million of transition services agreement income, net, associated with the Hospitality Solutions disposition and a $1 million decrease due to realized and unrealized foreign currency exchange losses in the current period, partially offset by a gain on the sale of assets of $5 million recognized in the prior year period.

Provision for Income Taxes

Six Months Ended June 30,

2026 2025 Change

(Amounts in thousands)

Provision for income taxes $ 298 $ 79,614 $ (79,316) (100) %

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 decreased for the six months ended June 30, 2026 as compared to the same period in 2025 primarily due to an increase in U.S.

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

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

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

Liquidity and Capital Resources

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

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

March 31, 2026 December 31, 2025

As of June 30, 2026 and December 31, 2025, our cash and cash equivalents and outstanding letters of credit were as follows (in thousands):

June 30, 2026 December 31, 2025

Cash and cash equivalents $ 675,977 $ 791,555

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

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

As of June 30, 2026, we had $80 million outstanding under the revolving tranche under the Securitization Facility (the " AR Facility").

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

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

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

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

We held no short-term investments as of June 30, 2026 and December 31, 2025.

We had $21 million held as cash collateral for standby letters of credit in restricted cash on our consolidated balance sheets as of June 30, 2026 and December 31, 2025 and $98 million in restricted cash for purposes of redeeming the 8.625% senior secured notes due 2027, in the first quarter of 2026, on our consolidated balance sheet as of December 31, 2025.

Liquidity Outlook

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

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

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

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

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

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

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

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

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

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

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

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

The 2026 Exchangeable Notes of $50 million mature in August 2026 and the Securitization Facility of $200 million matures in March 2027.

No further maturities occur until 2029.

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

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

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

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

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Capital Resources

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

As of June 30, 2026, our outstanding debt totaled $4.3 billion, which is net of debt issuance costs and unamortized discounts of $168 million.

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

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

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

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

monetary policy.

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

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

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

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

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

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

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

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

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

As of June 30, 2026, we were in compliance with all covenants under the terms of the Amended and Restated Credit Agreement, the Securitization Facility, the June 2029 Notes and the 2025 Pari Passu Loan Agreement (as defined below).

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

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Exchangeable Notes

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

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

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

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

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

Three Months Ended March 31,

As of June 30, 2026, we had $50 million aggregate principal amount of our 7.32% senior exchangeable notes due 2026 (the "2026 Exchangeable Notes") outstanding.

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

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.

Securitization Facility

On August 4, 2026, Sabre Securitization, LLC, our indirect, consolidated subsidiary and a special purpose entity, 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.

Six Months Ended June 30,

(Amounts in thousands)

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Operating Activities

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

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

Cash used in operating activities totaled $98 million for the six months ended June 30, 2026.

The $184 million increase in operating cash flow from the same period in the prior year was primarily due to payments in the prior year of previously paid-in-kind interest and accrued interest of $227 million in connection with refinancing our Senior Secured Term Loan Due 2028, a $23 million decrease in variable-based compensation payments, and an increase in revenue primarily from an increase in transaction volume, partially offset by a $78 million increase in interest payments in connection with our debt, $36 million of severance payments made in connection with the inflation offset program, $8 million in payments primarily associated with employee retention plans and a contribution of $4 million to our defined benefit pension plan.

Investing Activities

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

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

For the six months ended June 30, 2026, we used $48 million of cash for capital expenditures primarily related to software developed for internal use.

For the six months ended June 30, 2025, we used $39 million of cash for capital expenditures primarily related to software developed for internal use, partially offset by the proceeds received from the sale of assets of $9 million.

Financing Activities

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

For the six months ended June 30, 2026, financing activities used $69 million.

Significant highlights of our financing activities include:

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

• payments of $100 million on our 2025 Exchangeable Notes;

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

• proceeds of $150 million from the issuance of the 2031 Exchangeable Notes;

• net payments paid on behalf of Hospitality Solutions under the transition services agreement of $10 million;

• payment of $8 million for debt discount and issuance costs;

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

• net payments of $5 million from the settlement of employee stock awards.

• net payments of $2 million on borrowings on our AR Facility;

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

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

For the six months ended June 30, 2025, financing activities provided $35 million.

Significant highlights of our financing activities include:

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

• payments of $700 million on our then-outstanding Senior Secured Term Loan Due 2028, $325 million on our then-outstanding June 2027 Notes, $183 million on our then-outstanding 2025 Exchangeable Notes, $10 million on our then-outstanding April 2025 Notes, and $6 million on our then-outstanding 2021 Term Loan B-1, 2024 Term Loan B-1 and 2024 Term Loan B-2;

• payment of $71 million for debt discount and issuance costs;

• net proceeds of $15 million on borrowings on our AR Facility;

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

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

Discontinued Hospitality Solutions Business

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

Cash provided by discontinued operations totaled $4 million for the six months ended June 30, 2026.

The $28 million increase in cash flow from the same period in the prior year was primarily due to the payment of approximately $39 million of interest in the prior year period.

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

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

We had no off balance sheet arrangements during the six months ended June 30, 2026 and year ended December 31, 2025.

Recent Accounting Pronouncements

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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 2. Management’s Discussion and Analysis