Sabre Corp 10-Q

ITEM 1. FINANCIAL STATEMENTS SABRE CORPORATION CONSOLIDATED STATEMENTS OF OPERATIONS (In thousands, except per share amounts) (Unaudited) 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 Cost of revenue, excluding technology costs 310,462 296,354 645,445 601,825 Technology costs 171,059 172,494 346,480 347,801 Selling, general and administrative 137,657 129,167 271,662 259,120 Operating income 92,783 89,134 208,700 180,529 Other expense: Interest expense, net ( 123,768 ) ( 111,244 ) ( 246,731 ) ( 221,034 ) Loss on extinguishment of debt ( 230 ) ( 85,182 ) ( 2,958 ) ( 85,182 ) Equity method income 377 738 1,146 1,403 Other, net 6,161 ( 3,202 ) 13,162 ( 497 ) Total other expense, net ( 117,460 ) ( 198,890 ) ( 235,381 ) ( 305,310 ) Loss from continuing operations before income taxes ( 24,677 ) ( 109,756 ) ( 26,681 ) ( 124,781 ) 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 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: Basic 399,351 390,905 397,264 388,601 Diluted 399,351 390,905 397,264 388,601 See Notes to Consolidated Financial Statements. 1 SABRE CORPORATION CONSOLIDATED STATEMENTS OF COMPREHENSIVE LOSS (In thousands) (Unaudited) 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 ( 278 ) 4,136 ( 1,290 ) 6,225 Retirement-related benefit plans: Net actuarial loss, net of taxes of nil in all periods — — ( 171 ) ( 3,338 ) Amortization of prior service credits, net of taxes of nil in all periods ( 358 ) ( 358 ) ( 716 ) ( 716 ) Amortization of actuarial losses, net of taxes of nil in all periods 1,294 758 2,024 1,461 Net change in retirement-related benefit plans, net of tax 936 400 1,137 ( 2,593 ) Derivatives: 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) income of equity method investments ( 200 ) 240 ( 795 ) 29 Other comprehensive income 1,049 5,515 445 3,944 Comprehensive loss ( 35,106 ) ( 251,017 ) ( 27,702 ) ( 217,039 ) Less: Comprehensive loss (income) attributable to noncontrolling interests 4 168 112 ( 45 ) Comprehensive loss attributable to Sabre Corporation $ ( 35,102 ) $ ( 250,849 ) $ ( 27,590 ) $ ( 217,084 ) See Notes to Consolidated Financial Statements. 2 SABRE CORPORATION CONSOLIDATED BALANCE SHEETS (In thousands) (Unaudited) June 30, 2026 December 31, 2025 Assets Current assets Cash and cash equivalents $ 675,977 $ 791,555 Restricted cash 21,027 118,558 Accounts receivable, net of allowance for credit losses of $ 21,116 and $ 17,953 378,146 311,870 Prepaid expenses and other current assets 93,438 74,055 Total current assets 1,168,588 1,296,038 Property and equipment, net of accumulated depreciation of $ 1,754,420 and $ 1,724,044 271,211 255,323 Equity method investments 22,398 23,082 Goodwill 2,383,160 2,384,191 Acquired customer relationships, net of accumulated amortization of $ 806,046 and $ 796,767 149,951 159,326 Other intangible assets, net of accumulated amortization of $ 601,675 and $ 595,403 119,209 125,556 Deferred income taxes 4,473 3,874 Other assets, net 253,451 254,738 Total assets $ 4,372,441 $ 4,502,128 Liabilities and stockholders’ deficit Current liabilities Accounts payable $ 219,519 $ 260,035 Accrued compensation and related benefits 75,338 103,521 Accrued subscriber incentives 300,374 289,095 Deferred revenues 55,077 58,413 Other accrued liabilities 237,484 256,856 Current portion of debt 252,627 245,651 Total current liabilities 1,140,419 1,213,571 Deferred income taxes 37,542 36,614 Other noncurrent liabilities 174,355 173,172 Long-term debt 4,064,005 4,103,208 Commitments and contingencies (Note 13) Redeemable noncontrolling interests 11,275 12,057 Stockholders’ deficit Common Stock: $ 0.01 par value; 1,000,000 authorized shares; 439,268 and 427,366 shares issued, 403,568 and 395,004 shares outstanding at June 30, 2026 and December 31, 2025, respectively 4,393 4,274 Additional paid-in capital 3,364,574 3,351,111 Treasury Stock, at cost, 35,700 and 32,362 shares at June 30, 2026 and December 31, 2025, respectively ( 542,520 ) ( 537,197 ) Accumulated deficit ( 3,830,570 ) ( 3,802,535 ) Accumulated other comprehensive loss ( 66,211 ) ( 66,656 ) Noncontrolling interest 15,179 14,509 Total stockholders’ deficit ( 1,055,155 ) ( 1,036,494 ) Total liabilities and stockholders’ deficit $ 4,372,441 $ 4,502,128 See Notes to Consolidated Financial Statements. 3 SABRE CORPORATION CONSOLIDATED STATEMENTS OF CASH FLOWS (In thousands) (Unaudited) Six Months Ended June 30, 2026 2025 Operating Activities 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 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 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 Gain on sale of assets — ( 5,191 ) Changes in operating assets and liabilities: Accounts and other receivables ( 69,409 ) ( 98,505 ) Prepaid expenses and other current assets ( 17,920 ) 24,752 Capitalized implementation costs ( 2,423 ) ( 4,900 ) Upfront incentive consideration ( 12,473 ) ( 9,481 ) Other assets ( 22,492 ) ( 6,098 ) Accrued compensation and related benefits ( 44,174 ) ( 59,349 ) Accounts payable and other accrued liabilities ( 37,627 ) 37,763 Deferred revenue including upfront solution fees ( 4,722 ) ( 8,338 ) Cash used in operating activities ( 98,011 ) ( 281,841 ) Investing Activities Additions to property and equipment ( 47,632 ) ( 39,150 ) Proceeds from sale of assets — 9,267 Other investing activities — ( 200 ) Cash used in investing activities ( 47,632 ) ( 30,083 ) Financing Activities 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 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 Cash Flows from Discontinued Operations Cash used in operating activities ( 785 ) ( 22,616 ) Cash provided by (used in) investing activities 4,353 ( 1,788 ) Cash provided by (used in) discontinued operations 3,568 ( 24,404 ) Effect of exchange rate changes on cash, cash equivalents and restricted cash ( 2,154 ) 3,453 Decrease in cash, cash equivalents and restricted cash ( 213,109 ) ( 298,375 ) Cash, cash equivalents and restricted cash at beginning of period 910,113 745,518 Cash, cash equivalents and restricted cash at end of period $ 697,004 $ 447,143 See Notes to Consolidated Financial Statements. 4 SABRE CORPORATION CONSOLIDATED STATEMENTS OF STOCKHOLDERS’ DEFICIT (In thousands, except share data) (Unaudited) Stockholders’ Deficit Common Stock Additional Paid in Capital Treasury Stock Retained Deficit Accumulated Other Comprehensive Loss Noncontrolling Interest Total Stockholders'Deficit Shares Amount Shares Amount Balance at December 31, 2025 427,366,641 $ 4,274 $ 3,351,111 32,362,434 $ ( 537,197 ) $ ( 3,802,535 ) $ ( 66,656 ) $ 14,509 $ ( 1,036,494 ) Comprehensive income — — — — — 8,116 ( 604 ) 325 7,837 Settlement of stock-based awards 374,924 4 — 68,533 ( 105 ) — — — ( 101 ) Stock-based compensation expense — — 3,078 — — — — — 3,078 Balance at March 31, 2026 427,741,565 $ 4,278 $ 3,354,189 32,430,967 $ ( 537,302 ) $ ( 3,794,419 ) $ ( 67,260 ) $ 14,834 $ ( 1,025,680 ) 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 Common Stock Additional Paid in Capital Treasury Stock Retained Deficit Accumulated Other Comprehensive Loss Noncontrolling Interest Total Stockholders' Deficit Shares Amount Shares Amount Balance at December 31, 2024 414,753,676 $ 4,147 $ 3,304,466 28,822,484 $ ( 526,789 ) $ ( 4,327,152 ) $ ( 73,747 ) $ 14,376 $ ( 1,604,699 ) Comprehensive income — — — — — 35,335 ( 1,571 ) 675 34,439 Settlement of stock-based awards 2,465,135 25 ( 1 ) 734,400 ( 2,444 ) — — — ( 2,420 ) Stock-based compensation expense — — 13,662 — — — — — 13,662 Balance at March 31, 2025 417,218,811 $ 4,172 $ 3,318,127 29,556,884 $ ( 529,233 ) $ ( 4,291,817 ) $ ( 75,318 ) $ 15,051 $ ( 1,559,018 ) 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. 5 SABRE CORPORATION NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Unaudited) 1. General Information Sabre Corporation is a Delaware corporation formed in December 2006. On March 30, 2007, Sabre Corporation acquired Sabre Holdings Corporation (“Sabre Holdings”). Sabre Holdings is the sole direct subsidiary of Sabre Corporation. Sabre GLBL Inc. (“Sabre GLBL”) is the principal operating subsidiary and sole direct subsidiary of Sabre Holdings. Sabre GLBL or its direct or indirect subsidiaries conduct all of our businesses. In these consolidated financial statements, references to “Sabre,” the “Company,” “we,” “our,” “ours” and “us” refer to Sabre Corporation and its consolidated subsidiaries unless otherwise stated or the context otherwise requires. Recent events—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. The specific revenue from products, services, and underlying solutions offered within each category remain unchanged. Basis of Presentation— The accompanying unaudited consolidated financial statements have been prepared in accordance with generally accepted accounting principles in the United States (“GAAP”) for interim financial information. Accordingly, they do not include all of the information and footnotes required by GAAP for complete financial statements. In the opinion of management, these financial statements contain all adjustments, consisting of normal recurring accruals, necessary to present fairly the financial position, results of operations and cash flows for the periods indicated. Operating results for the three 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. We consolidate all majority-owned subsidiaries and companies over which we exercise control through majority voting rights. No entities are consolidated due to control through operating agreements, financing agreements or as the primary beneficiary of a variable interest entity. The consolidated financial statements include our accounts after elimination of all significant intercompany balances and transactions. All dollar amounts in the financial statements and the tables in the notes, except per share amounts, are stated in thousands of U.S. dollars unless otherwise indicated. All amounts in the notes reference results from continuing operations unless otherwise indicated. Segments— We manage and report our business in one reportable segment. Operating segments are defined as components of an enterprise for which separate financial information is evaluated regularly by the chief operating decision maker (“CODM”), who is our Chief Executive Officer and President, in deciding how to allocate resources and assess performance. Our CODM reviews financial information presented on a consolidated basis to monitor budget versus actual results for purposes of allocating resources and evaluating financial performance. Our measure of segment profit and loss is net income (loss), as reported on our consolidated statements of operations. Our significant segment expenses, which are the expenses included in operating income, and other segment items, which includes other income (expense) and benefit from (provision for) income taxes, are included in our consolidated statements of operations. Total assets as presented on our consolidated balance sheets represent total assets considered by our CODM for any relevant operating evaluations. Use of Estimates —The preparation of these interim financial statements in conformity with GAAP requires that certain amounts be recorded based on estimates and assumptions made by management. Actual results could differ from these estimates and assumptions. Our accounting policies that utilize significant estimates and assumptions include: (i) estimation for revenue recognition and multiple performance obligation arrangements, (ii) the evaluation of the recoverability of the carrying value of intangible assets and goodwill, (iii) the evaluation of uncertainties surrounding the calculation of our tax assets and liabilities, and (iv) estimation of loss contingencies. Our use of estimates and the related accounting policies are discussed in the consolidated financial statements and related notes thereto included in our Annual Report on Form 10-K filed with the SEC on February 18, 2026. Recent Accounting Pronouncements In November 2024, the Financial Accounting Standards Board ("FASB") issued guidance regarding disaggregation of income statement expenses, which requires additional disclosure of certain costs and expenses within the notes to the financial statements. The standard is effective for public companies for fiscal years beginning after December 15, 2026, and interim periods within fiscal years beginning after December 15, 2027, with early adoption permitted. We are currently evaluating the impact that this standard will have on our consolidated financial statement disclosures. In September 2025, the FASB issued guidance regarding intangibles—goodwill and other—internal-use software, which updates the accounting and disclosures for software costs. The standard is effective for public companies for fiscal years beginning after December 15, 2027, and interim reporting periods within those annual reporting periods, with early adoption permitted. We are currently evaluating the impact that this standard will have on our consolidated financial statements and related disclosures. 6 2. Revenue from Contracts with Customers Contract Balances Revenue recognition for a significant portion of our revenue coincides with normal billing terms, including our transactional revenues, Software-as-a-Service (“SaaS”) revenues, and hosted revenues. Timing differences among revenue recognition, unconditional rights to bill, and receipt of contract consideration may result in contract assets or contract liabilities. The following table presents our assets and liabilities with customers as of 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) Prepaid expenses and other current assets / other assets, net $ 14,943 $ 16,692 Trade and unbilled receivables, net Accounts receivable, net 373,876 308,825 Long-term trade unbilled receivables, net Other assets, net 5,698 7,795 Contract liabilities Deferred revenues / other noncurrent liabilities 92,030 96,753 ______________________ (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. We evaluate collectability of our accounts receivable based on a combination of factors and record reserves as described further in Note 7. Credit Losses. Revenue The following table presents our disaggregated revenues (in thousands): Three Months Ended June 30, Six Months Ended June 30, 2026 2025 2026 2025 Marketplace $ 576,839 $ 545,766 $ 1,194,850 $ 1,114,881 Airline Technology 135,122 141,383 277,437 274,394 Total Sabre Revenue $ 711,961 $ 687,149 $ 1,472,287 $ 1,389,275 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 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. We have not disclosed the performance obligation related to contracts containing minimum transaction volume, as it represents a subset of our business, and therefore would not be meaningful in understanding the total future revenues expected to be earned from our long-term contracts. 3. Discontinued Operations and Dispositions On April 27, 2025, we entered into a definitive purchase agreement with an affiliate of TPG (the “Buyer”), an unrelated party, pursuant to which the Buyer agreed to purchase our Hospitality Solutions business, and on July 3, 2025, we closed the transaction f or estimated cash proceeds of $ 965 million, net (the "Hospitality Solutions Sale"). 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 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. The presentation of discontinued operations excludes general corporate overhead and other costs that do not meet the requirements to be presented as discontinued operations. Interest expense associated with the debt that was required to be repaid with the proceeds from the Hospitality Solutions Sale as well as the related loss on extinguishment of debt is classified as discontinued operations within our results of operations in the prior year period. See Note 8. Debt for further details. 7 In connection with the closing of the Hospitality Solutions Sale, we entered into transition services agreements ("TSA") with the Buyer, under which we provide transition services consisting of technology, employment, administrative and other services for up to an eighteen month period to help provide for an orderly transition and facilitate the ongoing operations of the Hospitality Solutions business following the close. Consideration received under the agreements is primarily based on actual costs incurred for each service provided. Amounts due for transition services provided to the Hospitality Solutions business under the TSA, net of direct and incremental costs to provide the services, are recorded to other, net, within continuing operations in our consolidated statements of operations during the three 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. These net receipts or payments are presented as Net Receipts (Payments) on Behalf under TSA within the financing activities section of the statement of cash flows. Additionally, at the time of sale, Hospitality Solutions entered into certain long-term agreements with us to continue to utilize our Marketplace for bookings which generates revenue for us. Consideration received under these revenue agreements has been assessed and determined to be at fair value. Revenue earned and cash received since the closing of the Hospitality Solutions Sale related to these agreements was approximately $ 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 $ 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 June 30, Six Months Ended June 30, 2026 2025 2026 2025 Revenue $ — $ 87,002 $ — $ 172,211 Cost of revenue, excluding technology costs — 44,453 — 83,410 Technology costs — 21,072 184 41,991 Selling, general and administrative — 13,657 133 26,986 Operating income — 7,820 ( 317 ) 19,824 Other expense: Interest expense, net — ( 19,776 ) — ( 39,338 ) Other, net 211 2,619 ( 347 ) 3,689 Total other expense, net 211 ( 17,157 ) ( 347 ) ( 35,649 ) 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 Net (loss) income from discontinued operations $ 218 $ ( 55,514 ) $ ( 1,168 ) $ ( 16,588 ) ______________________ (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 six months ended June 30, 2026 and 2025 (in thousands) : Six Months Ended June 30, 2026 2025 Cash used in operating activities $ ( 785 ) $ ( 22,616 ) Cash provided by (used in) investing activities 4,353 ( 1,788 ) Cash provided by (used in) discontinued operations $ 3,568 $ ( 24,404 ) Non-cash additions to property and equipment $ — $ 9,313 8 4. Redeemable Noncontrolling Interest On February 1, 2023, we sold common shares representing a 19 % interest in the direct parent of Conferma Limited, our subsidiary that is a virtual payments technology company ( “ Conferma ” ) , to a third party for cash consideration of $ 16 million. In connection with the sale, we entered into a governing agreement which requires us under limited conditions to redeem the 19 % interest, if requested, for the original purchase price of $ 16 million. We currently do not believe it is probable that the noncontrolling interest will become redeemable, given the remote likelihood of the applicable conditions being satisfied. As the common shares are redeemable upon the occurrence of conditions not solely within our control, we recorded the noncontrolling interest as redeemable and classified it as temporary equity within our consolidated balance sheet initially at fair value. The noncontrolling interest is adjusted each reporting period for loss or income attributable to the noncontrolling interest. As of 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, 2026 2025 Redeemable noncontrolling interest, beginning of period $ 12,057 $ 12,928 Net loss attributable to redeemable noncontrolling interest ( 782 ) ( 1,032 ) Redeemable noncontrolling interest, end of period $ 11,275 $ 11,896 9 5. Restructuring Activities 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 $ 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): Six Months Ended June 30, 2026 Balance as of December 31, 2025 $ 47,769 Charges 11,707 Cash Payments ( 36,338 ) Non-Cash Adjustments ( 961 ) Balance as of June 30, 2026 $ 22,177 This program will be implemented through 2027 and may result in additional restructuring charges as we continue to evaluate third-party costs including our geographic and real estate footprints. Total costs associated with this program are expected to be approximately $ 65 million, with the significant majority of disbursements occurring in 2026. 6. Income Taxes For the 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. In assessing the realizability of deferred tax assets, management considers whether it is more likely than not that some portion or all of the deferred tax assets will not be realized. The ultimate realization of deferred tax assets is dependent upon the generation of future taxable income during the periods in which those temporary differences become deductible. We consider the scheduled reversal of deferred tax liabilities, projected future taxable income, and tax-planning strategies in making this assessment. We believe it is more likely than not that the results of future operations will not generate sufficient taxable income in the U.S. and in certain foreign jurisdictions to realize the full benefit of its deferred tax assets. We have determined that a portion of the deferred tax assets related to certain state and foreign net operating losses, interest limitation and other assets are not more likely than not to be realized and have recorded a valuation allowance against such assets. The amount of the deferred tax asset considered realizable, however, could be adjusted if estimates of future taxable income during the carryforward period are reduced or increased. We recognize liabilities when we believe that an uncertain tax position may not be fully sustained upon examination by the tax authorities. This evaluation requires significant judgment, the use of estimates, and the interpretation and application of complex tax laws. When facts and circumstances change, we reassess these probabilities and record any changes in the consolidated financial statements as appropriate. 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. 7. Credit Losses We are exposed to credit losses primarily through our sales of services provided to participants in the travel and transportation industry, which we consider to be our singular portfolio segment. We develop and document our methodology used in determining the allowance for credit losses at the portfolio segment level. Within the travel portfolio segment, we identify airlines, hoteliers and travel agencies as each presenting unique risk characteristics associated with historical credit loss patterns, and we determine the adequacy of our allowance for credit loss by assessing the risks and losses inherent in our receivables related to each. We evaluate the collectability of our receivables based on a combination of factors. In circumstances where we are aware of a specific customer’s inability to meet its financial obligations to us, such as bankruptcy filings or failure to pay amounts due to us or others, we specifically reserve for bad debts against amounts due to reduce the recorded receivable to the amount we 10 reasonably believe will be collected. For all other customers, we record reserves for receivables, including unbilled receivables and contract assets, based on historical experience and the length of time the receivables are past due. The estimate of credit losses is developed by analyzing historical twelve-month collection rates and adjusting for current customer-specific factors indicating financial instability and other macroeconomic factors that correlate with the expected collectability of our receivables. Our allowance for credit losses relates to all financial assets, primarily trade receivables due in less than one year recorded in Accounts Receivable, net on our consolidated balance sheets. Our allowance for credit losses for the 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 Provision for expected credit losses 5,209 Write-offs ( 1,973 ) Other ( 73 ) Balance at June 30, 2026 $ 21,116 11 8. Debt 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: 2024 Term Loan B-1 S (1) + 6.00 % November 2029 397,100 397,100 2024 Term Loan B-2 S (1) + 6.00 % November 2029 73,875 74,250 2025 Term Loan B-1 S (1) + 6.25 % July 2029 286,799 288,240 2025 Term Loan B-2 S (1) + 6.25 % July 2029 86,326 86,760 Securitization facility: AR Facility S (1) + 4.00 % (2) March 2027 79,800 82,000 FILO Facility S (1) + 8.00 % March 2027 120,000 120,000 7.32 % senior exchangeable notes due 2026 7.32 % August 2026 50,000 150,000 7.00 % senior exchangeable notes due 2031 7.00 % May 2031 (3) 150,000 — 8.625 % senior secured notes due 2027 8.625 % June 2027 — 91,607 11.25 % senior secured notes due 2027 11.25 % December 2027 — 1,558 10.75 % senior secured notes due 2029 10.75 % November 2029 445,715 445,715 11.125 % senior secured notes due 2030 11.125 % July 2030 1,325,000 1,325,000 10.75 % senior secured notes due 2030 10.750 % March 2030 469,802 469,802 11.125 % senior secured notes due 2029 11.125 % June 2029 1,000,000 1,000,000 Face value of total debt outstanding 4,484,417 4,532,032 Less current portion of debt outstanding ( 254,300 ) ( 247,665 ) Face value of long-term debt outstanding $ 4,230,117 $ 4,284,367 ______________________ (1) Represents the Secured Overnight Financing Rate ("SOFR"). (2) In connection with the issuance of the FILO Facility (as defined below), the drawn fee rate varies based on our leverage ratio. The drawn fee rate ranges from 3.00 % to 4.00 %, with incremental increases of 0.25 % between these levels. (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 Debt paydown related to the sale of Hospitality Solutions business Following the closing of the Hospitality Solutions Sale on July 3, 2025, we used the net proceeds primarily to repay a portion of our then-outstanding indebtedness, including repayments under our (i) then-outstanding 2021 Term Loan B-2 in the amount of $ 158 million, (ii) then-outstanding 2022 Term Loan B-1 in the amount of $ 164 million, (iii) then-outstanding 2022 Term Loan B-2 in the amount of $ 178 million, and (iv) 2024 Term Loan B-1 in the amount of $ 299 million, in accordance with the terms of the Amended and Restated Credit Agreement dated as of February 19, 2013 (the "Amended and Restated Credit Agreement"). We recognized a loss on extinguishment of debt during the year ended December 31, 2025 of approximately $ 14 million in discontinued operations within our results of operations, primarily consisting of unamortized debt issuance cost and 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. 12 Refinancing Transactions On December 9, 2025, we entered into a tenth and eleventh amendment (together, the “2025 Term Loan B Amendments”) to the Amended and Restated Credit Agreement dated pursuant to which Sabre GLBL agreed to exchange $ 347 million of the then-existing senior secured term loans (the “Existing Term Loans”) for $ 375 million of new senior secured term loans maturing on July 30, 2029 (the “2025 Term Loans”). The 2025 Term Loan B Amendments included the application of the proceeds of a new $ 288 million and $ 87 million term loan “B” facility (the “2025 Term Loan B-1” and the”2025 Term Loan B-2”, respectively), borrowed by Sabre GLBL under our Amended and Restated Credit Agreement, with the effect of extending the maturity of approximately $ 347 million of the existing Term Loan B credit facility under the Amended and Restated Credit Agreement. Sabre GLBL did not receive any cash proceeds from the exchange. We incurred third-party fees of approximately $ 5 million plus $ 2 million of accrued and unpaid interest, which were paid in cash, during the year ending December 31, 2025. We determined that the Term Loan B Amendments represent a debt modification and therefore we expensed all $ 5 million of third-party costs, to other, net in our consolidated statements of operations for the year ended December 31, 2025 and are included in cash flow from operations as paid. The 2025 Term Loan B-1 and 2025 Term Loan B-2 mature on July 30, 2029. They offer us the ability to prepay or repay with a 1.0 % call premium on or prior to the six-month anniversary of the amendment effective date, or without a call premium thereafter. The 2025 Term Loans bear interest at term SOFR, plus an applicable margin of 625 basis points, or at base rate, plus an applicable margin of 525 basis points. The term SOFR for the 2025 Term Loans is subject to a floor of 0.50 % per annum and the base rate is subject to a floor of 1.50 % per annum. Except for the extended maturity and new pricing terms, the 2025 Term Loans have substantially similar terms as the Existing Term Loans, including guarantees and security interests. On December 24, 2025, $ 233 million of our 2021 Term Loan B-1, $ 146 million of our 2021 Term Loan B-2, $ 135 million of our 2022 Term Loan B-1 and $ 113 million of our 2022 Term Loan B-2 was paid off with a portion of the proceeds borrowed under the 2025 Pari Passu Loan Agreement (as defined below). In connection with these paydowns, we recognized a loss on extinguishment of debt during the year ended December 31, 2025 of approximately $ 5 million, consisting of the write off of unamortized discount of $ 4 million and unamortized debt issuance costs of $ 1 million. Financial Covenants Under the Amended and Restated Credit Agreement, the loan parties are subject to certain customary non-financial covenants, including restrictions on incurring certain types of indebtedness, creation of liens on certain assets, making of certain investments, and payment of dividends. We are further required to pay down the term loans with proceeds from certain asset sales, if not reinvested into the business within 15 months, as defined in the Amended and Restated Credit Agreement. As of June 30, 2026, we were in compliance with all covenants under the terms of the Amended and Restated Credit Agreement. 13 Interest Rate Swaps Interest rate swaps outstanding during the six months ended June 30, 2026 and 2025, are as follows: Notional Amount Interest Rate Received Interest Rate Paid Effective Date Maturity Date Designated as Hedging Instrument $ 250 million 1 month SOFR (1) 4.72 % June 30, 2023 June 30, 2026 $ 250 million 1 month SOFR (1) 4.37 % January 16, 2024 January 31, 2026 ______________________ (1) Subject to a 0.5 % floor. In June 2023, we entered into an interest rate swap to hedge the first interest payments associated with $ 250 million of certain of our term loans under our Amended and Restated Credit Agreement for the periods through June 2026. In January 2024, we entered into an interest rate swap to hedge the first interest payments associated with $ 250 million of certain of our term loans under our Amended and Restated Credit Agreement related to the years 2024 and 2025. We designated these swaps as cash flow hedges. As of 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. Senior Secured Notes On June 4, 2025, Sabre GLBL issued $ 1.325 billion aggregate principal amount of 11.125 % Senior Secured Notes due 2030 (the “July 2030 Notes”). The net proceeds from the issuance were used (i) to fully prepay $ 900 million of our then-outstanding principal under the 2023 intercompany secured term loan agreement (the "2023 Pari Passu Loan Agreement") with Sabre Financial Borrower, LLC (“Sabre FB”), our indirect, consolidated subsidiary, which applied such amounts toward full prepayment of Sabre FB’s then-outstanding senior secured term loan due 2028; and (ii) to repurchase $ 325 million in principal amount of our then-outstanding 8.625 % senior secured notes due 2027 (the "June 2027 Notes") (the “June 2025 Refinancing”). Interest on the July 2030 Notes is due semi-annually in arrears on January 15 and July 15 of each year, beginning on January 15, 2026, at a rate of 11.125 % per year, and the notes mature on July 15, 2030. As a result of the refinancing, Sabre GLBL incurred additional indebtedness of $ 100 million. In connection with the June 2025 Refinancing, we repaid an aggregate of $ 1.225 billion in outstanding principal, $ 44 million in related fees, $ 34 million in accrued and unpaid interest, and $ 27 million in third-party fees. We concluded that the June 2025 Refinancing represented a debt extinguishment and therefore recognized a loss on extinguishment of debt during the year ended December 31, 2025 of approximately $ 85 million. Cash proceeds from the new issuance, payments for the debt principal prepayment (excluding previously capitalized interest amounts) as well as third-party costs and fees paid to lenders that were directly related to the debt extinguishment were reflected as financing cash flows within our consolidated statements of cash flows as of December 31, 2025. Payments associated with interest previously capitalized are reflected as operating cash flows within our consolidated statement of cash flows as of December 31, 2025. The July 2030 Notes are jointly and severally, irrevocably and unconditionally guaranteed by Sabre Holdings and all of Sabre GLBL’s restricted subsidiaries that guarantee Sabre GLBL’s credit facilities governed by the Amended and Restated Credit Agreement. In December 2025, Sabre FB entered into a series of transactions governing Sabre FB's newly issued 11.125 % senior secured notes due 2029 (the “June 2029 Notes”) and an intercompany loan agreement (the "2025 Pari Passu Loan Agreement"). The June 2029 Notes were issued in an aggregate principal amount of $ 1 billion, subject to Sabre FB using the proceeds from the June 2029 Notes for an intercompany loan to Sabre GLBL. On December 5, 2025, Sabre FB borrowed the full $ 1 billion amount under the June 2029 Notes and lent the funds to Sabre GLBL under the 2025 Pari Passu Loan Agreement. Sabre FB’s obligations under the June 2029 Notes are required to be guaranteed on a secured basis by Sabre Financing Holdings LLC (“Sabre Financing”) and, up to an amount of $ 400 million certain of our existing and future foreign subsidiaries (the “Foreign Guarantors”). The June 2029 Notes pay interest semiannually in arrears on June 15 and December 15 of each year, beginning on June 15, 2026, at a rate of 11.125 % per year, and will mature on June 15, 2029. The proceeds of $ 1 billion received from the sale of the June 2029 Notes were used to repay $ 627 million of our outstanding term loans and $ 287 million of our existing senior secured notes (inclusive of $ 93 million that were redeemed in the first quarter of 2026), plus $ 15 million of accrued interest and $ 13 million of third party costs related to these transactions (refer to the 2025 Term Loan B Amendments above and December 2025 Senior Secured Exchange Transaction defined below for more details). The remaining proceeds were partially used to pay $ 19 million in debt issuance costs. 14 On December 8, 2025, Sabre GLBL exchanged approximately $ 379 million in principal amount of our 10.750 % senior secured notes due November 2029 (the “November 2029 Notes”), $ 240 million in principal amount of the June 2027 Notes and $ 44 million in principal amount of our 11.250 % senior secured notes due December 2027 (the “December 2027 Notes”) for approximately $ 470 million of new 10.750 % senior secured notes due March 2030 (the “March 2030 Notes”) and $ 237 million in cash, inclusive of early exchange consideration, which was recorded as a discount (the "December 2025 Senior Secured Exchange Transaction"). The March 2030 Notes bear interest at a rate of 10.750 % per annum, and interest payments are due semi-annually in arrears on March 15 and September 15 of each year, beginning on March 15, 2026. The March 2030 Notes mature on March 15, 2030. We incurred $ 7 million in fees, along with $ 11 million in accrued and unpaid interest. We determined that the December 2025 Senior Secured Exchange Transaction, including the impact of the early exchange consideration, represents a debt modification and therefore, expensed $ 7 million of debt modification costs in other, net in our consolidated statements of operations for the year ended December 31, 2025 and included in cash flow from operations as paid. The March 2030 Notes are jointly and severally, irrevocably and unconditionally guaranteed by Sabre Holdings and all of Sabre GLBL’s restricted subsidiaries that guarantee Sabre GLBL’s credit facilities governed by the Amended and Restated Credit Agreement. On December 23, 2025, we issued a notice of full redemption to redeem all $ 92 million in aggregate principal amount of the June 2027 Notes on March 1, 2026 for a redemption price equal to 102.156 % of the aggregate principal amount of the June 2027 Notes to be redeemed plus accrued, but unpaid interest, to, but not including, the redemption date. On December 23, 2025, we irrevocably deposited or caused to be deposited funds in trust solely for the benefit of holders of the June 2027 Notes of $ 98 million, which is an amount sufficient to fully pay the redemption price. The $ 98 million is presented in restricted cash on our consolidated balance sheet as of December 31, 2025 and is made up of the following: $ 92 million principal amount due, $ 2 million call premium and $ 4 million of accrued interest through February 28, 2026. On March 1, 2026, we completed the redemption of the June 2027 Notes at the redemption price described above and recognized a loss on extinguishment of debt of approximately $ 3 million during the six months ended June 30, 2026. The debt was repaid by the trustee at the early call price on March 2, 2026 under the terms of the notes. On January 22, 2026, we repaid the outstanding balance of our December 2027 Notes of $ 2 million in full, inclusive of redemption premiums and accrued and unpaid interest. Securitization Facility On February 14, 2023, Sabre Securitization, LLC, our indirect, consolidated subsidiary and a special purpose entity (“Sabre Securitization”), entered into a three-year committed accounts receivable securitization facility (as amended from time to time the “Securitization Facility”) of up to $ 200 million with PNC Bank, N.A. On March 29, 2024, Sabre Securitization increased the overall size of the existing Securitization Facility from $ 200 million to $ 235 million by issuing a $ 120 million "first-in, last-out" term loan tranche under the Securitization Facility (such tranche, the "FILO Facility") and reducing the revolving tranche under the Securitization Facility to $ 115 million (such tranche, the "AR Facility"). In connection with the issuance of the FILO Facility, the maturity date of the Securitization Facility was extended to March 29, 2027 and the springing maturity date thereunder was terminated. The FILO Facility provides the ability to prepay or repay at certain redemption premiums as set forth in the agreement. The net proceeds received from the FILO Facility of $ 117 million, net of $ 3 million in fees paid to creditors, will be used for general corporate purposes. We incurred additional fees of $ 4 million, which were funded with cash on hand. On July 3, 2025, we repaid $ 23 million of the outstanding balance on our Securitization Facility due to the removal of receivables related to the Hospitality Solutions business. The amount available for borrowings at any one time under the Securitization Facility is limited to a borrowing base calculated based on the outstanding balance of eligible receivables, subject to certain reserves. As of 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. Interest and fees payable by Sabre Securitization under the FILO Facility are due monthly. Borrowings under the AR Facility bear interest at a rate equal to SOFR, subject to a 0 % floor, plus a drawn fee, initially in the amount of 2.25 %, plus a 0.10 % SOFR adjustment. In connection with the issuance of the FILO Facility, the initial drawn fee rate was increased from 2.25 % to 4.00 %. The drawn fee rate, which was 3.75 % as of 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 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. Sabre Securitization’s assets are not available to satisfy the obligations of Sabre Corporation or any of its affiliates. Under the terms of the Securitization Facility, the lenders under the AR Facility and FILO Facility would have a senior priority claim to the assets of Sabre Securitization, which will primarily consist of the Receivables of the Originators participating in the Securitization Facility. As of 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. 15 The Securitization Facility is accounted for as a secured borrowing on a consolidated basis, rather than a sale of assets; as a result, (i) Receivables balances pledged as collateral are presented as assets and the borrowings are presented as liabilities on our consolidated balance sheets, (ii) our consolidated statements of operations reflect the associated charges for bad debt expense (a component of general and administrative expenses) related to the pledged Receivables and interest expense associated with the Securitization Facility and (iii) receipts from customers related to the underlying Receivables are reflected as operating cash flows and borrowings and repayments u nder the Securitization Facility are reflected as financing cash flows within our consolidated statements of cash flows. The receivables and other assets of Sabre Securitization are not available to satisfy creditors of any entity other than Sabre Securitization. The Securitization Facility contains certain customary representations, warranties, affirmative covenants, and negative covenants, subject to certain cure periods in some cases, including the eligibility of the Receivables being sold by the Originators and securing the loans made by the lenders, as well as customary reserve requirements, events of default, termination events, and servicer defaults. As of 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 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. We determined that the March 2024 Exchangeable Notes Exchange Transaction , including the impact of the exchange fees, represents a debt extinguishment and therefore recognized a loss on extinguishment of debt of $ 31 million during the year ended December 31, 2024. We did not receive any cash proceeds from the exchange and did not incur additional indebtedness in excess of the aggregate principal amount of existing notes that were exchanged. The 2026 Exchangeable Notes are senior, unsecured obligations of Sabre GLBL, accrue interest payable semi-annually in arrears on February 1 and August 1 of each year, beginning on August 1 2024, and mature on August 1, 2026, unless earlier repurchased or exchanged in accordance with specified circumstances and terms of the indenture governing the 2026 Exchangeable Notes (the "2026 Exchangeable Notes Indenture"). As of 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: • during any calendar quarter commencing after the calendar quarter ended June 30, 2024, if the last reported sale price per share of our common stock exceeds 130 % of the exchange price for each of at least 20 trading days (whether or not consecutive) during the 30 consecutive trading days ending on, and including, the last trading day of the immediately preceding calendar quarter; • during the five consecutive business days immediately after any five consecutive trading day period (such five consecutive trading day period, the “ Measurement Period”) if the trading price per $1,000 principal amount of the 2026 Exchangeable Notes, as determined following a request by a holder in accordance with the procedures in the 2026 Exchangeable Notes Indenture , for each trading day of the Measurement Period was less than 98 % of the product of the last reported sale price per share of our common stock on such trading day and the exchange rate on such trading day; • upon the occurrence of certain corporate events or distributions on our common stock, including but not limited to a “Fundamental Change” (as defined in the 2026 Exchangeable Notes Indenture ); • upon the occurrence of specified corporate events; or • on or after February 1, 2026, until the close of business on the second scheduled trading day immediately preceding the maturity date, August 1, 2026. 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 June 30, 2026, none of the conditions allowing holders of the 2026 Exchangeable Notes to exchange have been met. 16 The 2026 Exchangeable Notes are exchangeable at their holder’s election into shares of our common stock based on an initial exchange rate of 222.2222 shares of common stock per $1,000 principal amount of the 2026 Exchangeable Notes , which is equivalent to an initial exchange price of approximately $ 4.50 per share. The exchange rate is subject to anti-dilution and other adjustments. Upon exchange, Sabre GLBL will pay or deliver, as the case may be, cash, shares of our common stock or a combination of cash and shares of common stock, at our election. If a “Make-Whole Fundamental Change” (as defined in the 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; and • 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 17 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 Less: Unamortized debt issuance costs 62 5,198 1,274 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 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 Amortization of debt issuance costs 374 190 59 504 912 190 414 996 9. Fair Value Measurements Fair value is defined as the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date in the principal or most advantageous market for that asset or liability. Guidance on fair value measurements and disclosures establishes a valuation hierarchy for disclosure of inputs used in measuring fair value defined as follows: Level 1—Inputs are unadjusted quoted prices that are available in active markets for identical assets or liabilities. Level 2—Inputs include quoted prices for similar assets and liabilities in active markets and quoted prices in non-active markets, inputs other than quoted prices that are observable, and inputs that are not directly observable, but are corroborated by observable market data. Level 3—Inputs that are unobservable and are supported by little or no market activity and reflect the use of significant management judgment. The classification of a financial asset or liability within the hierarchy is determined based on the least reliable level of input that is significant to the fair value measurement. In determining fair value, we utilize valuation techniques that maximize the use of observable inputs and minimize the use of unobservable inputs to the extent possible. We also consider the counterparty and our own non-performance risk in our assessment of fair value. Assets and Liabilities that are Measured at Fair Value on a Recurring Basis Money market funds and investment in securities —We classify our money market funds and investment in securities within Level 1 of the fair value hierarchy as they are valued using quoted market prices in active markets for identical assets. Time deposits —We classify our time deposits within Level 2 of the fair value hierarchy as these instruments are valued using a market approach based on non-binding market consensus prices that are corroborated by observable market data and quoted market prices for similar instruments in active markets. Interest Rate Swaps —We classify our interest rate swaps within Level 2 of the fair value hierarchy. The fair value of our interest rate swaps is estimated using a combined income and market-based valuation methodology based upon Level 2 inputs, including credit ratings and forward interest rate yield curves obtained from independent pricing services. 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): 18 Fair Value at Reporting Date Using Assets: June 30, 2026 Level 1 Level 2 Level 3 Money market funds $ 368,145 $ 368,145 $ — $ — Time deposits 56,987 — 56,987 — Investment in securities 854 854 — — Total assets $ 425,986 $ 368,999 $ 56,987 $ — Fair Value at Reporting Date Using Assets: December 31, 2025 Level 1 Level 2 Level 3 Money market funds $ 410,493 $ 410,493 $ — $ — Time deposits 30,280 — 30,280 — Investment in securities 633 633 — — Total assets $ 441,406 $ 411,126 $ 30,280 $ — Liabilities: Derivatives Interest rate swap contracts $ ( 1,381 ) $ — $ ( 1,381 ) $ — Total liabilities $ ( 1,381 ) $ — $ ( 1,381 ) $ — There were no transfers between Levels 1 and 2 within the fair value hierarchy for the three 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, 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 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 Financial Instrument Fair Value Carrying Value (1) Fair Value Carrying Value (1) 2024 Term Loan B-1 357,703 392,705 355,652 392,183 2024 Term Loan B-2 66,546 73,803 66,500 74,169 2025 Term Loan B-1 254,355 266,436 294,725 265,206 2025 Term Loan B-2 77,748 79,382 88,712 78,911 7.32 % senior exchangeable notes due 2026 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 — — 93,342 91,607 11.25 % senior secured notes due 2027 — — 1,609 1,548 11.125 % senior secured notes due 2029 1,055,900 1,000,000 1,015,660 1,000,000 10.75 % senior secured notes due 2029 429,397 425,191 379,250 422,816 10.75 % senior secured notes due 2030 448,804 411,903 386,274 406,318 11.125 % senior secured notes due 2030 1,272,841 1,325,000 1,114,418 1,325,000 ______________________ (1) Excludes net unamortized debt issuance costs. Assets that are Measured at Fair Value on a Nonrecurring Basis We assess goodwill and other intangible assets with indefinite lives for impairment annually or more frequently if indicators arise. We continually monitor events and changes in circumstances such as changes in market conditions, near and long-term demand and other relevant factors, that could indicate that the fair value of any one of our reporting units may more likely than not have fallen below its respective carrying amount. We have not identified any triggering events or changes in circumstances 19 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. 10. Accumulated Other Comprehensive Loss 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 ) Unrealized foreign currency translation gain 7,139 8,757 Unrealized loss on interest rate swaps — ( 1,721 ) Share of other comprehensive loss of equity method investments ( 3,884 ) ( 3,089 ) Total accumulated other comprehensive loss, net of tax $ ( 66,211 ) $ ( 66,656 ) The amortization of actuarial losses and periodic service credits associated with our retirement-related benefit plans is primarily included in other, net in our consolidated statements of operations. As of 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. 11. Stock and Stockholders' Equity Liability-classified stock-based payment awards In the first quarter of 2026, we adopted a short-term incentive compensation program for non-executive team members. Under this program, participants are eligible to receive fully-vested shares of our common stock which would be issued in early 2027, contingent upon the achievement of specific performance metrics. We account for the potential issuance of these shares of common stock as stock-based payment awards granted under this program. Stock-based compensation expense associated with these awards for the three months ended 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 $ 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 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 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 In February 2017, we announced the approval of a multi-year share repurchase program (the “Share Repurchase Program”) to purchase up to $ 500 million of Sabre's common stock outstanding. Repurchases under the Share Repurchase Program may take place in the open market or privately negotiated transactions. On March 16, 2020, we announced the suspension of share repurchases under the Share Repurchase Program in conjunction with certain cash management measures we undertook as a result of the market conditions caused by COVID-19. During the 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. 20 12. Earnings Per Share The following table reconciles the numerators and denominators used in the computations of basic and diluted earnings per share from continuing operations (in thousands, except per share data): Three Months Ended June 30, Six Months Ended June 30, 2026 2025 2026 2025 Numerator: Loss from continuing operations $ ( 36,373 ) $ ( 201,018 ) $ ( 26,979 ) $ ( 204,395 ) Less: Net (loss) income attributable to noncontrolling interests ( 4 ) ( 168 ) ( 112 ) 45 Net loss from continuing operations available to common stockholders, basic and diluted $ ( 36,369 ) $ ( 200,850 ) $ ( 26,867 ) $ ( 204,440 ) Denominator: Basic weighted-average common shares outstanding 399,351 390,905 397,264 388,601 Diluted weighted-average common shares outstanding 399,351 390,905 397,264 388,601 Loss per share from continuing operations: Basic $ ( 0.09 ) $ ( 0.51 ) $ ( 0.07 ) $ ( 0.53 ) Diluted $ ( 0.09 ) $ ( 0.51 ) $ ( 0.07 ) $ ( 0.53 ) Basic earnings per share is computed by dividing net income from continuing operations available to common stockholders by the weighted-average number of common shares outstanding during each period. Diluted earnings per share is computed by dividing net income from continuing operations available to common stockholders by the weighted-average number of common shares outstanding plus the effect of all dilutive common stock equivalents during each period. The diluted weighted-average common shares outstanding calculation excludes 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 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. 13. Contingencies Legal Proceedings While certain legal proceedings and related indemnification obligations to which we are a party specify the amounts claimed, these amounts may not represent reasonably possible losses. Given the inherent uncertainties of litigation, the ultimate outcome of these matters cannot be predicted at this time, nor can the amount of possible loss or range of loss, if any, be reasonably estimated, except in circumstances where an aggregate litigation accrual has been recorded for probable and reasonably estimable loss contingencies. A determination of the amount of accrual required, if any, for these contingencies is made after careful analysis of each matter. The amount of the accrual may change in the future due to new information or developments in each matter or changes in approach such as a change in settlement strategy in dealing with these matters. Indian Income Tax Litigation Sabre Asia Pacific Pte Ltd (“SAPPL”) is currently a defendant in income tax litigation brought by the Indian Director of Income Tax (“DIT”). The dispute arose when the DIT asserted that SAPPL has a permanent establishment within the meaning of the Income Tax Treaty between Singapore and India and accordingly issued tax assessments for assessment years ending March 2000 through March 2005. SAPPL appealed the tax assessments, and the Indian Commissioner of Income Tax (Appeals) returned a mixed verdict. SAPPL filed further appeals with the Income Tax Appellate Tribunal (“ITAT”). The ITAT ruled in SAPPL’s favor, finding that no income would be chargeable to tax for assessment years ending March 2000 through March 2005. The DIT 21 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 $ 20 million as of June 30, 2026. We intend to continue to aggressively defend against each of the foregoing claims. Although we do not believe that the outcome of the proceedings will result in a material impact on our business or financial condition, litigation is by its nature uncertain. We do not believe this outcome is more likely than not and therefore have not made any provisions or recorded any liability for the potential resolution of any of these claims. Litigation Relating to Routine Proceedings We are also engaged from time to time in other routine legal and tax proceedings incidental to our business. We do not believe that any of these routine proceedings will have a material impact on the business or our financial condition. Other Tax Matters We operate in numerous jurisdictions in which taxing authorities may challenge our position with respect to income and non-income based taxes. We routinely receive inquiries and may also from time to time receive challenges or assessments from these taxing authorities. With respect to non-income based taxes, we recognize liabilities when we determine it is probable that amounts will be owed to the taxing authorities and such amounts are estimable. 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. 22