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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549


FORM 10-K

☒ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the fiscal year ended December 31, ~~2024~~2025

☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

Sabre Corporation

(Exact name of registrant as specified in its charter)

Delaware

001-36422

20-8647322

(State or other jurisdiction of

incorporation or organization)

(Commission File Number)

(I.R.S. Employer

Identification No.)

3150 Sabre Drive

Southlake, TX 76092

(Address, including zip code, of principal executive offices)

(682) 605-1000

(Registrant's telephone number, including area code)

Securities registered pursuant to Section 12(b) of the Act:

Common Stock, $0.01 par value

SABR

The NASDAQ Stock Market LLC

(Title of class)

(Trading symbol)

(Name of exchange on which registered)

Securities registered pursuant to Section 12(g) of the Act:

None

Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. Yes ☒ No ☐

Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Act. Yes ☐ No ☒

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes ☒ No ☐

Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). Yes ☒ No ☐

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” "smaller reporting company,” and "emerging growth company" in Rule 12b-2 of the Exchange Act.

Large accelerated filer

☒

Accelerated filer

☐

Non-accelerated filer

☐

Smaller reporting company

☐

Emerging growth company

☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Indicate by check mark whether the registrant has filed a report on and attestation to its management’s assessment of the effectiveness of its internal control over financial reporting under Section 404(b) of the Sarbanes-Oxley Act (15 U.S.C. 7262(b)) by the registered public accounting firm that prepared or issued its audit report. Yes ☒ No ☐

If securities are registered pursuant to Section 12(b) of the Act, indicate by check mark whether the financial statements of the registrant included in the filing reflect the correction of an error to previously issued financial statements. Yes ☐ No ☒

Indicate by check mark whether any of those error corrections are restatements that required a recovery analysis of incentive-based compensation received by any of the registrant’s executive officers during the relevant recovery period pursuant to §240.10D-1(b). Yes ☐ No ☒

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes ☐ No ☒

The aggregate market value of the registrant’s common stock held by non-affiliates, as of June 30,~~2024~~2025, was $~~682~~1,~~381~~074,~~656~~779,962. As of February 1410, ~~2025~~2026, there were ~~386~~395,~~006~~165,~~318~~033 shares of the registrant’s common stock outstanding.

DOCUMENTS INCORPORATED BY REFERENCE

Portions of the registrant’s definitive proxy statement relating to its 2026 annual meeting of stockholders to be held on April 29, 2026, are incorporated by reference in Part III of this Annual Report on Form 10-K.

Table of Contents

		Page
PART I
Item 1.	Business	1
Item 1A.	Risk Factors	5
Item 1B.	Unresolved Staff Comments	1819
Item 1C.	Cybersecurity	1819
Item 2.	Properties	1920
Item 3.	Legal Proceedings	20
Item 4.	Mine Safety Disclosures	2021
	Information About Our Executive Officers	2122
PART II
Item 5.	Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities	2324
Item 6.	[Reserved]	2324
Item 7.	Management’s Discussion and Analysis of Financial Condition and Results of Operations	2425
Item 7A.	Quantitative and Qualitative Disclosures About Market Risk	4845
Item 8.	Financial Statements and Supplementary Data	5148
Item 9.	Changes in and Disagreements With Accountants on Accounting and Financial Disclosure	9795
Item 9A.	Controls and Procedures	9795
Item 9B.	Other Information	9896
Item 9C.	Disclosure Regarding Foreign Jurisdictions that Prevent Inspections	9896
PART III
Item 10.	Directors, Executive Officers and Corporate Governance	9997
Item 11.	Executive Compensation	9997
Item 12.	Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters	9997
Item 13.	Certain Relationships and Related Transactions, and Director Independence	~~100~~98
Item 14.	Principal Accountant Fees and Services	~~100~~98
PART IV
Item 15.	Exhibits and Financial Statement Schedules	~~101~~99
Item 16.	Form 10-K Summary	~~112~~106

FORWARD-LOOKING STATEMENTS

This Annual Report on Form 10-K, including the section “Management’s Discussion and Analysis of Financial Condition and Results of Operations” in Part II, Item 7, 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 operations, the impact of certain divestments, our prospects and strategies for future growth, the development and introduction of new products, and the implementation of our strategies. In many cases, you can identify forward-looking statements by terms such as “expects,” "intends," "~~focus~~believes," "~~believes~~focus," "~~vision~~outlook," "~~will~~vision," ~~"outlook~~“anticipates,"” “estimates,” "~~focus~~will," "may," “predicts,” “potential,” ~~“anticipates,” “estimates,”~~ "should,” “plans,” “could,” “likely,” “commit,” “~~guidance,” “~~incremental,” “preliminary,” “forecast,” “continue,” “strategy,” “~~estimate,” “~~objective,” “project,” or the negative of these terms or other comparable terminology. The forward-looking statements are based on our current expectations and assumptions regarding our business, the economy and other future conditions and are subject to risks, uncertainties and changes in circumstances that may cause events or our actual activities or results to differ significantly from those expressed in any forward-looking statement. Although we believe that the expectations reflected in the forward-looking statements are reasonable, we cannot guarantee future events, results, actions, levels of activity, performance or achievements. You are cautioned not to place undue reliance on these forward-looking statements. Unless required by law, we undertake no obligation to publicly update or revise any forward-looking statements to reflect circumstances or events after the date they are made. A number of important factors could cause actual results to differ materially from those indicated by the forward-looking statements, including, but not limited to, those factors described in Part I, Item 1A, “Risk Factors,” in Part I, Item 7 “Management's Discussion and Analysis of Financial Condition and Results of Operations—Factors Affecting Our Results” and elsewhere in this Annual Report.

In this Annual Report on Form 10-K, 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.

PART I

ITEM 1. BUSINESS

Overview

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. Our principal executive offices are located at 3150 Sabre Drive, Southlake, Texas 76092.

At Sabre, we make travel happen. Our vision is to be the most valued global technology platform in travel. We are committed to helping our customers take on the biggest opportunities and solve the most complex challenges in travel. We connect the world’s leading travel suppliers, including airlines, hotels, car rental brands, rail carriers, cruise lines and tour operators, with travel buyers in a comprehensive travel marketplace. We also offer ~~travel~~airlines ~~suppliers~~ an extensive suite of leading software solutions~~, ranging from airline and hotel reservations systems to solutions that manage day-to-day hotel operations~~. We are committed to helping customers operate more efficiently, drive revenue and offer personalized traveler experiences with next-generation technology solutions.

Business Segments and Products

We ~~operate~~manage and report our business ~~and~~in ~~present~~one ~~our~~reportable ~~results~~segment ~~through~~following ~~two~~the ~~business~~disposition ~~segments:~~of ~~(i) Travel~~our Hospitality Solutions, ~~our~~business during 2025. Our business provides global travel solutions for travel suppliers and travel buyers, ~~including~~through a ~~broad~~business-to-business ~~portfolio~~travel marketplace called Sabre Mosaic Marketplace consisting of ~~software~~our ~~technology~~global ~~products~~distribution network and ~~solutions~~a ~~for~~broad ~~airlines,~~set ~~and~~of ~~(ii)~~solutions ~~Hospitality~~that ~~Solutions,~~integrate anwith ~~extensive~~our ~~suite~~distribution ofplatform ~~leading~~to ~~software~~add ~~solutions~~value for ~~hoteliers~~travel suppliers and travel buyers. ~~Financial~~Within ~~information~~the ~~about~~Sabre Mosaic Marketplace, our distribution business ~~segments~~facilitates travel by efficiently bringing together travel content such as inventory, prices and ~~geographic~~availability ~~areas~~from isa ~~provided~~broad inarray ~~Note~~of ~~19.~~travel ~~Segment~~suppliers, ~~Information~~including airlines, tohotels, ~~our~~car ~~consolidated~~rental ~~financial~~brands, ~~statements~~rail incarriers, ~~Part~~cruise IIlines and tour operators, ~~Item~~with 8a inlarge ~~this~~network ~~Annual~~of ~~Report~~travel onbuyers, ~~Form~~including ~~10-K.~~online travel agencies (“OTAs”), offline travel agencies, travel management companies (“TMCs”), and corporate travel departments.

~~Travel~~Additionally, ~~Solutions~~we offer a broad portfolio of software technology products and solutions, through software-as-a-service (“SaaS”) and hosted delivery model, to airlines and other travel suppliers and provide industry-leading and comprehensive software solutions that help our customers better market, sell, serve and operate. Our product offerings include reservation systems for full-cost and low-cost carriers, commercial and operations products, agency solutions and data-driven intelligence solutions. In 2024, we launched SabreMosaicTM Airline Technology, a proprietary offer and order retailing platform for airlines that is designed and built on a modular, artificial intelligence ("AI")-enabled open technology structure, enabling airlines to dynamically create, sell and deliver an array of personalized content to travelers. Our reservation systems bring together intelligent decision support solutions that enable end-to-end retailing. Our commercial and operations products offer services to our customers to enable them to better use our products and help optimize their commercial and operations platforms.

Our Travel Solutions business provides global travel solutions for travel suppliers and travel buyers through a business-to-business travel marketplace consisting of our global distribution network and a broad set of solutions that integrate with our distribution platform to add value for travel suppliers and travel buyers. Our distribution business facilitates travel by efficiently bringing together travel content such as inventory, prices and availability from a broad array of travel suppliers, including airlines, hotels, car rental brands, rail carriers, cruise lines and tour operators, with a large network of travel buyers, including online travel agencies (“OTAs”), offline travel agencies, travel management companies (“TMCs”), and corporate travel departments.

Additionally, our Travel Solutions business offers a broad portfolio of software technology products and solutions, through software-as-a-service (“SaaS”) and hosted delivery model, to airlines and other travel suppliers and provides industry-leading and comprehensive software solutions that help our customers better market, sell, serve and operate. Our product offerings include reservation systems for full-cost and low-cost carriers, commercial and operations products, agency solutions and data-

driven intelligence solutions. In 2024, we launched SabreMosaicTM, a proprietary offer and order retailing platform for airlines that is designed and built on a modular and open technology structure, enabling airlines to dynamically create, sell and deliver an array of personalized content to travelers. Our reservation systems bring together intelligent decision support solutions that enable end-to-end retailing. Our commercial and operations products offer services to our customers to enable them to better use our products and help optimize their commercial and operations platforms.

Hospitality Solutions

Our Hospitality Solutions business provides software and solutions, through SaaS and hosted delivery models, to hoteliers around the world. Our SaaS solutions empower hotels and hotel chains to manage pricing, reservations, and retail offerings across thousands of distribution channels while improving guest experience throughout the traveler journey. We serve over 40,000 properties in over 175 countries.

Growth Strategy

At Sabre, we are a technology company focused on ~~four~~two strategic areas: ~~generating~~1) ~~positive~~driving ~~free cash flow, achieving sustainable long-term~~ growth, ~~driving~~through innovation, and ~~enhancing~~2) ~~our~~generating ~~value~~positive ~~propositions,~~free ~~and~~cash ~~the~~flow ~~continued~~and ~~modernization~~delevering of our ~~technology~~balance sheet. Our growth strategy includes enhancing relationships with customers by promoting the benefits to them and travelers of adopting additional products and services, adapting those products to the changing needs of the travel ecosphere, including integrating new distribution capability (“NDC”), and pricing them in ways that align with our customers, growing our customer base by continuing to innovate our products, adding desirable content, and aligning our technology and personnel to best highlight our value proposition globally and expanding opportunities by extending our product lines into closely related areas of travel where our customer relationships can efficiently drive adoption.

Technology and Operations

Our technology strategy is focused on achieving operational stability, reliability, resiliency, security and performance at an efficient overall cost while continuing to innovate and create incremental value for our customers. Significant investment has gone into implementing a more modern, unified technical architecture with an emphasis on standardization, simplicity, efficiency, security, and scalability. We invest heavily in software development, delivery, and operational support capabilities and seek to provide best in class products for our customers. We operate standardized infrastructure in our cloud computing environments across hardware, operating systems, databases, and other key enabling technologies to minimize costs on non-differentiators. We expect to continue to make significant investments in our information technology infrastructure to modernize our architecture, drive efficiency and quality in development, lower recurring technology costs, further enhance the stability and security of our network, comply with data privacy and accessibility regulations, and ~~focus~~deliver oninnovative, ~~service~~AI-~~enabled~~powered ~~and~~solutions ~~cloud-based~~to ~~solutions~~the travel industry. We expect to ~~see~~deliver ongoing improvements in developer productivity, operational efficiency, and customer capabilities by ~~utilizing~~increasing ~~generative~~our ~~artificial~~use ~~intelligence~~of ("generative AI") technologies in our products as well as in our operational infrastructure.

Over the last several years, our architecture has evolved from mainframe-based transaction processing to more secure, primarily cloud-based distributed processing. A variety of products and services run on this technology infrastructure: high-volume, machine learning based air and hotel shopping systems; sales and support applications for airlines, hotels, and travel agencies; airline ~~and hotel~~ inventory management and operational support systems; machine learning driven analytics and decision support systems; and web services that provide automated interfaces for intelligent retailing, distribution, and fulfillment of travel-related products and services. Additionally, we enable a variety of advanced retailing and servicing capabilities that are generative AI based, such as conversational chatbots for our airline customers and agentic interfaces that enable direct integration with external AI platforms. The flexibility and scale of our cloud-based technology infrastructure allow us to quickly deliver a broad variety of SaaS solutions and evolve these solutions to meet the changing needs of the travel industry.

Customers

~~Travel~~Our ~~Solutions~~ customers consist of travel suppliers, including airlines, hotels and other lodging providers, car rental brands, rail carriers, cruise lines, tour operators, attractions and services; a large network of travel buyers, including OTAs, offline travel agencies, TMCs and corporate travel departments; and airports, governments and tourism boards. Airlines ~~served~~we byserve ~~Travel Solutions~~ vary in size and are located in every region of the world, and include hybrid carriers and low-cost carriers ("LCCs") (collectively, “LCC/hybrids”), global network carriers and regional network carriers. Our airline and agency customers are in various phases of adopting NDC strategies, and those strategies vary by customer. ~~Hospitality Solutions has a global customer base of over 40,000 hotel properties of all sizes.~~

Sources of Revenue

Transactions—Our ~~Travel Solutions~~ business generates distribution revenue for bookings made through our global distribution system ("GDS") (e.g., air, car and hotel bookings) and through our partners and generally we are paid directly by the travel supplier. A transaction occurs when a travel agency or corporate travel department books or reserves a travel supplier’s product using our GDS, for which we receive a fee. Transaction fees include, but are not limited to, transaction fees paid by travel suppliers for selling their inventory through our GDS and fees paid by travel agency subscribers related to their use of certain solutions integrated with our GDS. We receive revenue from the travel supplier and the travel agency according to the commercial arrangement with each.

SaaS and Hosted—We generate ~~Travel Solutions'~~ IT Solutions revenue ~~and Hospitality Solutions revenue~~ through upfront solution implementation fees and recurring usage-based fees for the use of our software solutions hosted on secure platforms or deployed via SaaS. We ~~maintain our SaaS and hosted software and manage the related infrastructure with the assistance of third-party providers. We~~ collect the implementation fees, ~~and~~ recurring usage-based fees and subscription fees pursuant to contracts with terms that typically range between three and ten years and generally include minimum annual volume requirements.

Software Licensing—We generate ~~Travel Solutions'~~ IT Solutions revenue from fees for the on-site installation and use of our software products. Many contracts under this model generate additional revenue for the maintenance of the software product.

Professional Service Fees—We generate ~~Travel Solutions'~~ IT Solutions revenue ~~and Hospitality Solutions revenue~~ through offerings that utilize the SaaS and hosted revenue model which are sometimes sold as part of multiple performance obligation arrangements for which we also provide professional services, including consulting services. Our professional services are primarily focused on helping customers achieve better utilization of and return on their software investment. Often, we provide these services during the implementation phase of our SaaS solutions.

Media and Retailing—We generate Hospitality Solutions revenue from customers that advertise their website or booking engine on digital marketing channels. We also generate Hospitality Solutions revenue through retailing offerings and are typically paid a portion of the value of each transaction according to commercial arrangements.

Competition

We operate in highly competitive markets. ~~Travel~~We ~~Solutions~~compete ~~competes~~ with several other regional and global travel marketplace providers, including other GDSs, local distribution systems and travel marketplace providers primarily owned by airlines or government entities, as well as with direct distribution by travel suppliers. In addition to other GDSs and direct distributors, there are a number of other competitors in the travel distribution marketplace, including new entrants in the travel space, that offer metasearch capabilities that direct shoppers to supplier websites and/or OTAs, third party aggregators and peer-to-peer options for travel services. ~~Travel~~We ~~Solutions~~ also ~~competes~~compete with a variety of providers in a rapidly evolving marketplace which includes global and regional IT providers, various specialists in selected product areas, service providers and airlines that develop their own in-house technology. ~~Hospitality Solutions operates in a dynamic marketplace that includes large global players, significant new entrants and hotels that develop their own in-house technology.~~

Intellectual Property

We use software, business processes and proprietary information to carry out our business. These assets and related intellectual property rights are significant assets of our business. We rely on a combination of patent, copyright, trade secret and trademark laws, confidentiality procedures, and contractual provisions to protect these assets and we license software and other intellectual property both to and from third parties. We may seek patent protection on business processes and other inventions relating to our business, and our software and related documentation may also be protected under trade secret and copyright laws where applicable. We may also benefit from both statutory and common law protection of our trademarks.

Although we rely heavily on our brands, associated trademarks, and domain names, we do not believe that our business is dependent on any single item of intellectual property, or that any single item of intellectual property is material to the operation of our business. However, since we consider trademarks to be a valuable asset of our business, we maintain our trademark portfolio throughout the world by filing trademark applications with the relevant trademark offices, renewing appropriate registrations and regularly monitoring potential infringement of our trademarks in certain key markets.

Government Regulation

We are subject to or affected by international, federal, state and local laws, regulations and policies, which are ~~constantly~~continually ~~subject to change~~evolving. These laws, regulations and policies include regulations applicable to the GDS in the European Union (“EU”), Canada, the United States and other ~~locations~~jurisdictions.

We are subject to the application of data protection and privacy regulations in many of the U.S. states and countries in which we operate, including the General Data Protection Regulation ("GDPR") in the EU. See "Risk Factors—Our collection, processing, storage, use and transmission of personal data could give rise to liabilities as a result of governmental regulation, conflicting legal requirements, differing views on data privacy, or security incidents."

We are also subject to prohibitions administered by the Office of Foreign Assets Control (the “OFAC rules”) and other similar global prohibitions, as applicable. The OFAC rules prohibit U.S. persons from engaging in financial transactions with or relating to the prohibited individual, entity or country, require the blocking of assets in which the individual, entity or country has an interest, and prohibit transfers of property subject to U.S. jurisdiction (including property in the possession or control of U.S. persons) to such individual, entity or country.

Our businesses may also be subject to legislation and regulations affecting issues such as: trade sanctions, technology exports, antitrust, anticorruption, telecommunications, artificial intelligence, and e-commerce. These requirements vary across jurisdictions. For example, Russia adopted legislation and related regulations, effective October 30, 2022, requiring that activities

~~relating~~related to the ~~prohibited individual~~development, ~~entity~~creation orand ~~country,~~operation ~~require~~of ~~the~~automated ~~blocking~~information ofsystems ~~assets~~for inprocessing ~~which~~domestic air transportation within the ~~individual~~Russian Federation to be owned and operated by Russian residents or legal entities, ~~entity~~without updates from or ~~country~~connections ~~has~~to ansystems ~~interest,~~abroad. This legislation and ~~prohibit~~these ~~transfers~~regulations ofhave ~~property~~prohibited ~~subject~~us tofrom Uproviding these services in Russia, which has negatively impacted our revenue and results.S. ~~jurisdiction~~In ~~(including~~addition, ~~property~~on inMay ~~the~~23, ~~possession~~2024, orRussia ~~control~~issued a decree establishing a process for seizing the assets of U.S. ~~persons)~~companies toand ~~such~~nationals ~~individual~~in Russia, ~~entity~~further orlimiting ~~country~~our ability to operate and provide services there.

Our businesses may also be subject to legislation and regulations affecting issues such as: trade sanctions, exports of technology, antitrust, anticorruption, telecommunications, artificial intelligence, and e-commerce. These regulations may vary among jurisdictions. For example, Russia has adopted legislation and related regulations, effective October 30, 2022, that require activities related to the development, creation and operation of automated information systems for processing domestic air transportation within the Russian Federation to be owned and operated by Russian residents or legal entities with no updates from or connection with systems abroad. This legislation and these regulations have prohibited our ability to provide these services in Russia, which has negatively impacted our revenue and results. On May 23, 2024, Russia issued a decree establishing a process for the seizure of assets of U.S. companies and nationals in Russia, further limiting our ability to operate and provide services in Russia.

See “Risk Factors— Any failure to comply with regulations or any changes in such regulations governing our businesses could adversely affect us."

Seasonality

The travel industry is seasonal in nature. Travel bookings and the revenue we derive from those bookings, are typically seasonally strong in the first and third quarters, but decline significantly each year in the fourth quarter, primarily in December. We recognize air-related revenue at the date of booking, and because customers generally book their November and December holiday leisure-related travel earlier in the year and business-related travel declines during the holiday season, revenue resulting from bookings is typically lower in the fourth quarter. Similarly, we experience seasonality in our cash flow from operations with the first quarter lower in collections, reflecting the revenue generated in December, and higher cash outflows with annual compensation and incentive consideration payments, for the previous year.

Human Capital

We maintain a strategic framework that defines areas of focus for our culture and talent and highlights how we enable our people to execute the plans and priorities for our technology, product, financial and customer strategies.

Our People— In ~~2023~~the third quarter of 2025, we ~~began~~sold ~~implementing~~our aHospitality ~~cost~~Solutions ~~reduction~~business ~~plan~~which ~~that~~ reduced our workforce by approximately 1917% compared to ~~2022~~2024, impacting our human capital metrics through the year ended December ~~31,~~ ~~2024. All activities associated with this plan are substantially complete as of December~~ 31, ~~2024~~2025. We have not experienced any work stoppages and consider our relations with our employees to be good. As of December 31, ~~2024~~2025, we had 64,~~253~~650 employees worldwide, consisting of the following:

	No of Employees	% of Total
United States	1,~~580~~073	2523	%
Asia-Pacific	1,~~812~~319	2928	%
Europe	1,~~678~~324	2728	%
All Other (1)	~~1,183~~934	1920	%
Total	6,253	100	%
Total (2)	4,650	100	%

(1) Includes Canada, Mexico, Latin America, Middle East, and Africa.

~~Talent~~(2) ~~Acquisition,~~Excludes ~~Development~~personnel and Retention—Through our long operating history and experience with technological innovation, we appreciate the importance of retention, growth and development of our employees. We seek to set compensation at competitive levels that ~~help~~directly ~~enable us to hire, incentivize, and retain high-caliber employees. We have launched our Leadership Framework to~~ support ~~our~~Hospitality ~~employees~~Solutions ~~and~~through ~~cultivate~~an ~~talent.~~employment ~~This~~services ~~framework includes frequent one-on-one conversations, regular team meetings, meaningful performance feedback, timely recognition and supportive career development~~agreement. Our formal and informal reward, recognition and acknowledgement programs encourage employees to recognize peers, teams and departments to honor their champions and help promote satisfaction and engagement. To assist in retaining key talent, we offer compensation programs to certain key employees, such as long-term performance-based cash incentive awards, performance-based restricted stock unit awards, time-based restricted stock unit awards, and other awards as appropriate. We monitor and evaluate various turnover and attrition metrics throughout our management teams.

~~Diversity~~Talent Acquisition, Development and ~~Inclusion~~Retention—~~With~~Through 56our ~~offices~~long ~~around~~operating ~~the~~history ~~globe~~and experience with technological innovation, we ~~believe~~appreciate ~~that~~the ~~diversity~~importance ~~and~~of ~~inclusion~~retention, ~~are~~growth atand ~~the~~development ~~core~~ of our ~~success~~employees. ~~and~~We seek to set compensation at competitive levels that ~~the~~help ~~different~~enable ~~backgrounds,~~us ~~experiences~~to hire, ~~perspectives~~incentivize, and ~~ideas~~retain ofhigh-caliber employees. Our Leadership Framework supports our employees ~~are~~and ~~critical~~cultivates toour ~~spur~~talent. ~~innovation~~This framework includes frequent one-on-one conversations, ~~drive~~regular ~~growth~~team ~~and~~meetings, ~~sustain~~meaningful ~~competitive~~performance ~~advantage~~feedback, intimely ~~our~~recognition ~~industry.~~and Wesupportive ~~maintain~~career ~~eight~~development. ~~inclusion~~Our ~~groups~~formal and aninformal ~~Inclusion~~reward, recognition and ~~Diversity~~acknowledgement ~~Council~~programs encourage employees to recognize peers, teams and departments to honor their champions and help ~~define~~promote asatisfaction ~~globally~~and ~~consistent~~engagement. ~~approach~~To assist in retaining key talent, we offer compensation programs to ~~inclusion~~certain key employees, such as long-term performance-based cash incentive awards, performance-based restricted stock unit awards, time-based restricted stock unit awards, and ~~diversity~~other awards as appropriate. We monitor and evaluate various turnover and attrition metrics throughout our management teams.

~~Health~~Inclusion ~~and Wellness~~Groups—~~The~~With ~~health~~49 ~~and~~offices ~~safety~~around ofthe ~~our~~globe, ~~team~~we ~~members~~believe isthat of the ~~utmost~~different ~~importance.~~backgrounds, Inexperiences, ~~addition~~perspectives, ~~to core health~~ and ~~welfare~~ideas ~~benefits,~~of our ~~wellness~~employees ~~program~~are ~~offers~~critical ~~resources~~ to ~~promote~~spur ~~physical~~innovation, ~~emotional,~~drive growth and ~~mental~~sustain ~~well-being.~~competitive Weadvantage ~~maintain~~in ~~certain assistance programs to continue to support the well-being of~~ our ~~team~~industry. ~~members,~~We ~~including~~maintain ~~team~~eight ~~members~~inclusion ~~that~~groups ~~operate in a remote working environment. Additionally,~~ to help ~~ensure~~inspire ~~the~~awareness, ~~safety~~understanding, and ~~wellness~~appreciation offor ~~our~~a ~~employees,~~wide wespectrum ~~have~~of ~~provided robust~~ communities.

4Health and Wellness—The health and safety of our team members is of the utmost importance. In addition to core health and welfare benefits, our wellness program offers resources to promote physical, emotional, and mental well-being. We maintain certain assistance programs to continue to support the well-being of our team members, including team members that operate in a remote working environment. Additionally, to help ensure the safety and wellness of our employees, we have provided robust parental leave programs and enhanced our personal time off benefits, and maintain a hybrid work environment that allows our employees additional flexibility in work arrangements and opportunities to work remotely.

parental leave programs and enhanced our personal time off benefits, and maintain a hybrid work environment that allows our employees additional flexibility in work arrangements and opportunities to work remotely. Recently, we implemented a policy that permits employees that experience the birth or adoption of a child to work remotely for one year, which also aligns with our focus on inclusion.

Corporate Responsibility—We invest globally in our communities by encouraging employee volunteerism on company time through one paid day off per quarter for community volunteering. Our employees have donated a significant number of volunteer hours to support our community-oriented and philanthropic culture.

Available Information

We are subject to the informational requirements of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), and under these requirements, we file reports, proxy and information statements and other information with the Securities and Exchange Commission (“SEC”). Our Annual Report on Form 10-K, Quarterly Reports on Form 10-Q, Current Reports on Form 8-K, and other information to those reports filed or furnished pursuant to Section 13(a) or 15(d) of the Exchange Act are available through the investor relations section of our website at investors.sabre.com. Reports are available free of charge as soon as reasonably practicable after we electronically file them with, or furnish them to, the SEC. The information contained on our website is not incorporated by reference into this Annual Report on Form 10-K.

We may use our website, our LinkedIn account and our X account (@Sabre_Corp) as additional means of disclosing information to the public. The information disclosed through those channels may be considered to be material and may not be otherwise disseminated by us, so we encourage investors to review our website, LinkedIn and X account. The contents of our website or social media channels referenced herein are not incorporated by reference into this Annual Report on Form 10-K.

ITEM 1A. RISK FACTORS

The following risk factors may be important to understanding any statement in this Annual Report on Form 10-K or elsewhere. Our business, financial condition and operating results can be affected by a number of factors, whether currently known or unknown, including but not limited to those described below. Any one or more of these factors could directly or indirectly cause our actual results of operations and financial condition to vary materially from past or anticipated future results of operations and financial condition. Any of these factors, in whole or in part, could materially and adversely affect our business, financial condition, results of operations and stock price.

Risks Related to Our Business and Industry

Our revenue is highly dependent on transaction volumes in the global travel industry, particularly air travel transaction volumes.

Our ~~Travel Solutions and Hospitality Solutions~~ revenue is largely tied to travel suppliers’ transaction volumes rather than to their unit pricing for an airplane ticket, hotel room or other travel products. This revenue is generally not contractually committed to recur annually under our agreements with our travel suppliers. As a result, our revenue is highly dependent on the global travel industry, particularly air travel from which we derive a substantial amount of our revenue, and correlates with global travel, tourism and transportation transaction volumes. Our revenue is therefore highly susceptible to declines in or disruptions to leisure and business travel that may be caused by factors entirely out of our control, and therefore may not recur if these declines or disruptions occur.

Various factors have caused, and may in the future cause, temporary or sustained disruption to leisure and business travel. The impact these disruptions have had, and would in the future have, on our business depends on the magnitude and duration of such disruption. These factors include, among others: (1) general and local economic conditions, including recessions, ~~and~~ inflationary pressures, economic uncertainty, and the effects of tariffs; (2) financial instability of travel suppliers and the impact of any fundamental corporate changes to such travel suppliers, such as airline bankruptcies, consolidations, or suspensions of service on the cost and availability of travel content; (3) factors that affect demand for travel such as outbreaks of contagious diseases, including COVID-19, influenza, Zika, Ebola and the MERS virus, increases in fuel prices, ~~government shutdowns,~~ changing attitudes towards the environmental costs of travel, safety concerns and movements toward remote working environments and changes in business practices; (4) political events like acts or threats of terrorism, hostilities, war and political unrest; (5) inclement weather, natural or man-made disasters and the effects of climate change; and (6) factors that affect supply of travel, such as travel restrictions, regulatory actions, aircraft groundings, government shutdowns or changes to regulations governing airlines and the travel industry, like government sanctions that do or would prohibit doing business with certain state-owned travel suppliers, work stoppages or labor unrest at any of the major airlines, hotels or airports. Societal norms with respect to travel may change permanently in ways that cannot be predicted and that can change the travel industry in a manner adverse to our business.

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

in short supply. There is high demand and competition for well-qualified employees on a global basis, such as software engineers, developers and other technology professionals with specialized knowledge in software development, especially expertise in certain programming languages. This competition affects both our ability to retain key employees and to hire new ones. Similarly, uncertainty in the global political environment may adversely affect our ability to hire and retain key employees. Any of our employees may choose to terminate their employment with us at any time, and a lengthy period of time is required to hire and train replacement employees when such skilled individuals leave the company. Furthermore, changes in our employee population, including our executive team, could impact our results of operations and growth. If we fail to attract well-qualified employees or to retain or motivate existing employees, our business could be materially hindered by, for example, a delay in our ability to deliver products and services under contract, bring new products and services to market or respond swiftly to customer demands or new offerings from competitors.

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

Travel technology is rapidly evolving as travel suppliers seek new or improved means of accessing their customers and increasing value. We must continue to innovate and evolve our current and future offerings to respond to the changing needs of travel suppliers and meet intense competition. We also face increasing competition as suppliers seek IT solutions that provide the same traveler experience across all channels of distribution, whether indirectly through the GDS or directly through other channels. As travel suppliers adopt innovative solutions that function across channels, our operating results could suffer if we do not foresee the need for new products or services to meet competition either for GDS or for other distribution IT solutions.

Adapting to new technological and marketplace developments has required, and may continue to require, substantial expenditures and lead time and we cannot guarantee that projected future increases in business volume will actually materialize. We have in the past experienced, and may in the future experience, difficulties that could delay or prevent the successful development, marketing and implementation of platforms, enhancements, upgrades and additions. Moreover, we may fail to maintain, upgrade or introduce new products, services, technologies and systems as quickly as our competitors or in a cost-effective manner. For example, we must constantly update our products with new capabilities, such as New Distribution Capability (NDC), to adapt to the changing technological and regulatory environment and customer needs. However, this process can be costly and time-consuming, and our efforts may not be successful as compared to our competitors. Those that we do develop may not achieve acceptance in the marketplace sufficient to generate material revenue or may be rendered obsolete or non-competitive by our competitors’ offerings.

Capability (NDC), to adapt to the changing technological and regulatory environment and customer needs. However, this process can be costly and time-consuming, and our efforts may not be successful as compared to our competitors. Those that we do develop may not achieve acceptance in the marketplace sufficient to generate material revenue or may be rendered obsolete or non-competitive by our competitors’ offerings.

In addition, our competitors are constantly evolving, including increasing their product and service offerings through organic research and development or through strategic acquisitions. As a result, we must continue to invest significant resources in order to continually improve the speed, accuracy and comprehensiveness of our services and we have made and may in the future be required to make changes to our technology platforms or increase our investment in technology, increase marketing, adjust prices or business models, acquire or invest in new lines of business and take other actions, which has affected and in the future could affect our financial performance and liquidity. See “—We have a significant amount of indebtedness, which could adversely affect our cash flow and our ability to operate our business and to fulfill our obligations under our indebtedness.”

We depend upon the use of sophisticated information technology and systems. Our competitiveness and future results depend on our ability to maintain and make timely and cost-effective enhancements, upgrades and additions to our products, services, technologies and systems in response to new technological developments, industry standards, government regulations, and trends and customer requirements. For example, migration of our enterprise applications and platforms to other hosting environments has caused us and will continue to cause us to incur substantial costs, and has resulted in and could in the future result in instability and business interruptions, which could materially harm our business.

Our industry is marked by rapid technological developments and innovations, such as the use of AI, and evolving industry standards, best practices, and related regulations. See “—Any failure to comply with regulations or any changes in such regulations governing our businesses could adversely affect us.” Our competitors or other third parties may incorporate AI into their products more quickly or more successfully than we do, which could impair our ability to compete effectively and adversely affect our results of operations.

Our ~~Travel Solutions~~ business is exposed to pricing pressure from travel suppliers.

Travel suppliers continue to look for ways to decrease their costs and to increase their control over distribution. For example, consolidation in the airline industry, the growth of LCC/hybrids and macroeconomic factors, among other things, have driven some airlines to negotiate for lower fees during contract renegotiations, thereby exerting increased pricing pressure on our ~~Travel Solutions~~ business, which, in turn, negatively affects our revenues and margins. In addition, travel suppliers’ use of multiple distribution channels may also adversely affect our contract renegotiations with these suppliers and negatively impact our revenue. Furthermore, as we attempt to renegotiate new GDS agreements with our travel suppliers, they may withhold some or all of their content (fares and associated economic terms) for distribution exclusively through their direct distribution channels (for example, the relevant airline’s website) or offer travelers more attractive terms for content available through those direct channels after their contracts expire. As a result of these sources of negotiating pressure, we have in the past and may in the future have to decrease our prices to retain their business. If we are unable to renew our contracts with these travel suppliers on similar economic terms or at all, or if our ability to provide this content is similarly impeded, this would also adversely affect the value of our ~~Travel Solutions~~ business as a marketplace due to our more limited content.

Our travel supplier customers may experience financial instability or consolidation, pursue cost reductions, change their distribution model or undergo other changes.

We generate the majority of our revenue and accounts receivable from airlines. We also derive revenue from hotels, car rental brands, rail carriers, cruise lines, tour operators and other suppliers in the travel and tourism industries. Adverse changes in any of these relationships or the inability to enter into new relationships could negatively impact the demand for and competitiveness of our travel products and services. For example, a lack of liquidity in the capital markets or weak economic performance may cause our travel suppliers to increase the time they take to pay, or to default, on their payment obligations, which could lead to a higher provision for expected credit losses and negatively affect our results. Any large-scale bankruptcy or other insolvency proceeding of an airline or hospitality supplier could subject our agreements with that customer to rejection or early termination, and, if applicable, result in asset impairments which could be significant. Similarly, any suspension or cessation of operations of an airline or hospitality supplier could negatively affect our results. Because we generally do not require security or collateral from our customers as a condition of sale, our revenues may be subject to credit risk more generally.

Furthermore, supplier consolidation, particularly in the airline industry, could harm our business. Our ~~Travel Solutions~~ business depends on a relatively small number of airlines for a substantial portion of its revenue, and all of our businesses are highly dependent on airline ticket volumes. Consolidation among airlines could result in the loss of an existing customer and the related fee revenue, decreased airline ticket volumes due to capacity restrictions implemented concurrently with the consolidation, and increased airline concentration and bargaining power to negotiate lower transaction fees. See “—Our ~~Travel Solutions~~ business is exposed to pricing pressure from travel suppliers.”

Our collection, processing, storage, use and transmission of personal data could give rise to liabilities as a result of governmental regulation, conflicting legal requirements, differing views on data privacy, or security incidents.

We collect, process, store, use and transmit a large volume of personal data on a daily basis, including, for example, to process travel transactions for our customers and to deliver other travel-related products and services. Personal data is increasingly subject to legal and regulatory protections around the world, which vary widely in approach and which possibly conflict with one another. In recent years, for example, U.S. legislators and regulatory agencies, such as the Federal Trade Commission, as well as U.S. states, have increased their focus on protecting personal data by law and regulation, and have increased enforcement actions for violations of privacy and data protection requirements. The GDPR, a data protection law adopted by the European Commission, and various other country-specific and U.S. state data protection laws have gone into effect or are scheduled to go into effect. These and other data protection laws and regulations are intended to protect the privacy and security of personal data, including credit card information that is collected, processed and transmitted in or from the relevant jurisdiction. Implementation of and compliance with these laws and regulations may be more costly or take longer than we anticipate, or could otherwise adversely affect our business operations, which could negatively impact our financial position or cash flows. Furthermore, various countries have implemented legislation requiring the storage of travel or other personal data locally. Our business could be materially adversely affected by our inability, or the inability of our vendors who receive personal data from us, to operate with regard to the use of personal data, new data handling or localization requirements. Additionally, media coverage of data incidents has escalated, in part because of the increased number of enforcement actions, investigations and lawsuits. As this focus and attention on privacy and data protection continues to increase, we also risk exposure to potential liabilities and costs or face reputational risks resulting from the compliance with, or any failure to comply with applicable legal requirements, conflicts among these legal requirements or differences in approaches to privacy and security of personal data.

increased enforcement actions for violations of privacy and data protection requirements. The GDPR, a data protection law adopted by the European Commission, and various other country-specific and U.S. state data protection laws have gone into effect or are scheduled to go into effect. These and other data protection laws and regulations are intended to protect the privacy and security of personal data, including credit card information that is collected, processed and transmitted in or from the relevant jurisdiction. Implementation of and compliance with these laws and regulations may be more costly or take longer than we anticipate, or could otherwise adversely affect our business operations, which could negatively impact our financial position or cash flows. Furthermore, various countries have implemented legislation requiring the storage of travel or other personal data locally. Our business could be materially adversely affected by our inability, or the inability of our vendors who receive personal data from us, to operate with regard to the use of personal data, new data handling or localization requirements. Additionally, media coverage of data incidents has escalated, in part because of the increased number of enforcement actions, investigations and lawsuits. As this focus and attention on privacy and data protection continues to increase, we also risk exposure to potential liabilities and costs or face reputational risks resulting from the compliance with, or any failure to comply with applicable legal requirements, conflicts among these legal requirements or differences in approaches to privacy and security of personal data. See “—Security incidents expose us to liability and could damage our reputation and our business.”

Implementation of software solutions often involves a significant commitment of resources, and any failure to deliver as promised on a significant implementation could adversely affect our business.

In our ~~Travel Solutions and Hospitality Solutions businesses~~business, the implementation of software solutions often involves a significant commitment of resources and is subject to a number of significant risks over which we may or may not have control. These risks include:

•the features of the implemented software may not meet the expectations or fit the business model of the customer;

•our limited pool of trained experts for implementations cannot quickly and easily be augmented for complex implementation projects, such that resources issues, if not planned and managed effectively, could lead to costly project delays;

•customer-specific factors, such as the stability, functionality, interconnection and scalability of the customer’s pre-existing information technology infrastructure, as well as financial or other circumstances could destabilize, delay or prevent the completion of the implementation process, which, for airline reservations systems, typically takes 12 to 18 months; and

•customers and their partners may not fully or timely perform the actions required to be performed by them to ensure successful implementation, including measures we recommend to safeguard against technical and business risks.

As a result of these and other risks, some of our customers may incur large, unplanned costs in connection with the purchase and installation of our software products. Also, implementation projects could take longer than planned or fail. We may not be able to reduce or eliminate protracted installation or significant additional costs. Significant delays or unsuccessful customer implementation projects could result in cancellation or renegotiation of existing agreements, claims from customers, harm our reputation and negatively impact our operating results.

Our business depends on relationships with travel buyers.

Our business relies on relationships with several large travel buyers, including TMCs and OTAs, to generate a large portion of its revenue through bookings made by these travel companies. This revenue concentration in a relatively small number of travel buyers makes us particularly dependent on factors affecting those companies. For example, if demand for their services decreases, or if a key supplier pulls its content from us, travel buyers may stop utilizing our services or move all or some of their business to competitors or competing channels. Although our contracts with larger travel agencies often increase the incentive consideration when the travel agency processes a certain volume or percentage of its bookings through our GDS, travel buyers are not contractually required to book exclusively through our GDS during the contract term. Travel buyers also shift bookings to other distribution channels for many reasons, including to avoid becoming overly dependent on a single source of travel content or to increase their bargaining power with GDS providers. Additionally, some regulations allow travel buyers to terminate their contracts earlier.

These risks are exacerbated by increased consolidation among travel agencies and TMCs, which may ultimately reduce the pool of travel agencies that subscribe to GDSs. We must compete with other GDSs and other competitors for their business by offering competitive upfront incentive consideration, which, due to the strong bargaining power of these large travel buyers, tend to increase in each round of contract renewals. See "Management's Discussion and Analysis of Financial Condition and Results of Operations—Factors Affecting our Results—Increasing travel agency incentive consideration" in this Annual Report on Form 10-K for more information about our incentive consideration. However, any reduction in transaction fees from travel suppliers due to supplier consolidation or other market forces could limit our ability to increase incentive consideration to travel agencies in a cost-effective manner or otherwise affect our margins.

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

In connection with our business, we enter into contracts with travel buyers, travel suppliers, third-party distributors and hotels. Although most of our travel buyer contracts have terms of one to three years, we typically have non-exclusive, five- to ten-year contracts with our major travel agency customers. We also typically have three- to five-year contracts with corporate travel departments, which generally renew automatically unless terminated with the required advance notice. A meaningful portion of our travel buyer agreements, typically representing approximately 15% to 20% of our bookings, are up for renewal in any given year. Similarly, our contracts with airline travel suppliers have a typical duration of three to seven years for larger airlines and one

to three years for smaller airlines, and are generally subject to automatic renewal at the end of the term. Airlines are not typically contractually obligated to distribute exclusively through our GDS during the contract term and may terminate their agreements with us upon providing the required advance notice after the expiration of the initial term. We cannot guarantee that we will be able to renew our contracts in the future on favorable economic terms or at all, and the termination or expiration of these agreements could materially adversely impact our business. See “—Our ~~Travel~~business ~~Solutions~~is exposed to pricing pressure from travel suppliers." Additionally, we use several third-party distributor partners and equity method investments to extend our GDS services in Europe, the Middle East, and Africa (“EMEA”) and Asia-Pacific (“APAC”). The termination of our contractual arrangements with any of these third-party distributor partners and equity method investments could adversely impact our business ~~depends~~in the relevant regions. See “—We rely on third-party distributor partners and equity method investments to extend our GDS services to certain regions, which exposes us to risks associated with lack of direct management control and potential conflicts of interest.” for more information on our relationships with ~~travel~~our ~~buyers~~third-party distributor partners and equity method investments.

~~Our~~In ~~Travel Solutions business relies on relationships with several large travel buyers~~addition, ~~including~~our ~~TMCs~~failure ~~and OTAs,~~ to ~~generate~~renew asome ~~large~~or ~~portion~~all of ~~its~~our ~~revenue~~agreements ~~through~~on ~~bookings~~economically ~~made~~favorable byterms ~~these~~or ~~travel~~at ~~companies.~~all, ~~This~~or ~~revenue~~the ~~concentration~~early intermination ~~a relatively small number~~ of ~~travel~~these ~~buyers~~existing ~~makes us particularly dependent on factors affecting those companies. For example~~contracts, ifwould ~~demand~~adversely ~~for~~affect ~~their~~the ~~services~~value ~~decreases,~~of orour ifbusiness as a ~~key~~marketplace ~~supplier~~due ~~pulls~~to ~~its~~our limited content ~~from~~and usdistribution reach, ~~travel~~which ~~buyers~~could ~~may~~cause ~~stop~~some ~~utilizing~~of our ~~services~~subscribers orto move ~~all or some of their business~~ to ~~competitors~~a or competing ~~channels.~~GDS ~~Although~~or ~~our~~use ~~contracts~~other ~~with larger~~ travel ~~agencies~~technology ~~often~~providers ~~increase~~for the ~~incentive~~solutions ~~consideration~~we ~~when~~provide ~~the~~and ~~travel~~would ~~agency~~materially ~~processes~~harm aour ~~certain~~business, ~~volume~~reputation orand ~~percentage~~brand. ofOur ~~its~~business ~~bookings~~therefore ~~through~~relies on our ~~GDS,~~ability ~~travel buyers are not contractually required~~ to ~~book~~renew ~~exclusively through~~ our ~~GDS~~agreements ~~during~~with ~~the~~our ~~contract~~travel ~~term. Travel~~ buyers, ~~also~~travel ~~shift bookings to other distribution channels for many reasons~~suppliers, ~~including~~third-party todistributor ~~avoid~~partners ~~becoming~~and ~~overly~~equity ~~dependent~~method oninvestments ~~a single source of travel content~~ or todeveloping ~~increase~~relationships ~~their bargaining power~~ with ~~GDS~~new ~~providers.~~travel ~~Additionally,~~buyers ~~some~~and ~~regulations allow~~ travel ~~buyers~~suppliers to ~~terminate~~offset ~~their~~any ~~contracts~~customer ~~earlier~~losses.

These risks are exacerbated by increased consolidation among travel agencies and TMCs, which may ultimately reduce the pool of travel agencies that subscribe to GDSs. We must compete with other GDSs and other competitors for their business by offering competitive upfront incentive consideration, which, due to the strong bargaining power of these large travel buyers, tend to increase in each round of contract renewals. See "Management's Discussion and Analysis of Financial Condition and Results of Operations—Factors Affecting our Results—Increasing travel agency incentive consideration" in our Annual Report on Form 10-K for more information about our incentive consideration. However, any reduction in transaction fees from travel suppliers due to supplier consolidation or other market forces could limit our ability to increase incentive consideration to travel agencies in a cost-effective manner or otherwise affect our margins.

Our Travel Solutions and Hospitality Solutions businesses depend on maintaining and renewing contracts with their customers and other counterparties.

In connection with our Travel Solutions and Hospitality Solutions businesses, we enter into contracts with travel buyers, travel suppliers and hotels. Although most of our Travel Solutions travel buyer contracts have terms of one to three years, we typically have non-exclusive, five- to ten-year contracts with our major travel agency customers. We also typically have three- to five-year contracts with corporate travel departments, which generally renew automatically unless terminated with the required advance notice. A meaningful portion of our travel buyer agreements, typically representing approximately 15% to 20% of our bookings, are up for renewal in any given year. Similarly, our Travel Solutions contracts with airline travel suppliers have a typical duration of three to seven years for larger airlines and one to three years for smaller airlines, and are generally subject to automatic renewal at the end of the term. Airlines are not typically contractually obligated to distribute exclusively through our GDS during the contract term and may terminate their agreements with us upon providing the required advance notice after the expiration of the initial term. Our Hospitality Solutions business is based on contracts with hotels for a typical duration of three to five years, which are generally subject to automatic renewal at the end of the initial term unless terminated by either party with the required advance notice. We cannot guarantee that we will be able to renew our Travel Solutions or Hospitality Solutions contracts in the future on favorable economic terms or at all, and the termination or expiration of these agreements could materially adversely impact our business. See “—Our Travel Solutions business is exposed to pricing pressure from travel suppliers." Additionally, we use several third-party distributor partners and equity method investments to extend our GDS services in Europe, the Middle East, and Africa (“EMEA”) and Asia-Pacific (“APAC”). The termination of our contractual arrangements with any of these third-party distributor partners and equity method investments could adversely impact our Travel Solutions business in the relevant regions. See “—We rely on third-party distributor partners and equity method investments to extend our GDS services to certain regions, which exposes us to risks associated with lack of direct management control and potential conflicts of interest.” for more information on our relationships with our third-party distributor partners and equity method investments.

In addition, our failure to renew some or all of our Travel Solutions agreements on economically favorable terms or at all, or the early termination of these existing contracts, would adversely affect the value of our Travel Solutions business as a marketplace due to our limited content and distribution reach, which could cause some of our subscribers to move to a competing GDS or use other travel technology providers for the solutions we provide and would materially harm our business, reputation and brand. Our business therefore relies on our ability to renew our agreements with our travel buyers, travel suppliers, third-party distributor partners and equity method investments or developing relationships with new travel buyers and travel suppliers to offset any customer losses.

We are subject to a certain degree of revenue concentration among a portion of our customer base. Because of this concentration among a small number of customers, if an event were to adversely affect one of these customers, it could have a material impact on our business.

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

Our continued ability to compete effectively depends on our ability to recruit new employees and retain and motivate existing employees, particularly professionals with experience in our industry, information technology and systems, as well as our key executive officers. For example, the specialized skills we require can be difficult and time-consuming to acquire and are often in short supply. There is high demand and competition for well-qualified employees on a global basis, such as software engineers, developers and other technology professionals with specialized knowledge in software development, especially expertise in certain programming languages. This competition affects both our ability to retain key employees and to hire new ones. Similarly, uncertainty in the global political environment may adversely affect our ability to hire and retain key employees. Any of our employees may choose to terminate their employment with us at any time, and a lengthy period of time is required to hire and train replacement employees when such skilled individuals leave the company. Furthermore, changes in our employee population, including our executive team, could impact our results of operations and growth. If we fail to attract well-qualified employees or to retain or motivate existing employees, our business could be materially hindered by, for example, a delay in our ability to deliver products and services under contract, bring new products and services to market or respond swiftly to customer demands or new offerings from competitors.

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

The PCI Data Security Standard (“PCI DSS”) is a specific set of comprehensive security standards required by credit card brands for enhancing payment account data security, including but not limited to requirements for security management, policies, procedures, network architecture, and software design. PCI DSS compliance is required in order to maintain credit card processing services. The cost of compliance with PCI DSS is significant and may increase as the requirements change. ~~For~~We ~~example,~~are ~~the~~assessed ~~Payment~~periodically ~~Card~~for ~~Industry~~assurance ~~Security~~and ~~Standards~~successfully ~~Council~~completed ~~has~~our ~~released~~last ~~version~~annual 4assessment in September 2025.0 ofCompliance ~~its~~does ~~Data~~not ~~Security~~guarantee ~~Standard,~~a ~~and~~completely wesecure ~~are~~environment inand notwithstanding the ~~process~~results of ~~incorporating~~this ~~these~~assessment ~~new~~there ~~standards~~can onbe ~~our~~no ~~existing~~assurance ~~processes~~that ~~and~~payment ~~controls~~card brands will not request further compliance assessments or set forth additional requirements to maintain access to credit card processing services. WeSee ~~are~~“—Security ~~assessed~~incidents ~~periodically~~expose ~~for~~us ~~assurance~~to liability and ~~successfully~~could ~~completed~~damage our ~~last~~reputation ~~annual~~and ~~assessment~~our ~~in October 2024~~business.” Compliance ~~does~~is ~~not~~an ~~guarantee~~ongoing aeffort ~~completely~~and ~~secure~~the ~~environment~~requirements ~~and~~evolve ~~notwithstanding~~as new threats are identified. In the ~~results~~event that we were to lose PCI DSS compliance status (or fail to renew compliance under a future version of ~~this~~the ~~assessment~~PCI ~~there~~DSS), ~~can~~we could be noexposed ~~assurance~~to ~~that~~increased ~~payment~~operating costs, fines and penalties and, in extreme circumstances, may have our credit card processing privileges revoked, which would have a material adverse effect on our business.

brands will not request further compliance assessments or set forth additional requirements to maintain access to credit card processing services. See “—Security incidents expose us to liability and could damage our reputation and our business.” Compliance is an ongoing effort and the requirements evolve as new threats are identified. In the event that we were to lose PCI DSS compliance status (or fail to renew compliance under a future version of the PCI DSS), we could be exposed to increased operating costs, fines and penalties and, in extreme circumstances, may have our credit card processing privileges revoked, which would have a material adverse effect on our business.

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

We are involved in various legal proceedings that involve claims for substantial amounts of money or which involve how we conduct our business. See Note 18. Commitments and Contingencies, to our consolidated financial statements. Depending on the outcome of any of these matters, and the scope of the outcome, the manner in which our airline distribution business is operated could be affected and could potentially force changes to the existing airline distribution business model. The defense of these actions, as well as any of the other actions described under Note 18. Commitments and Contingencies, to our consolidated financial statements or elsewhere in this Annual Report on Form 10-K, and any other actions that might be brought against us in the future, is time consuming and diverts management’s attention. Even if we are ultimately successful in defending ourselves in such matters, we are likely to incur significant fees, costs and expenses as long as they are ongoing. ~~Any~~Further, ofany ~~these~~litigation ~~consequences~~may operationally ~~could~~restrict ~~have~~our abusiness, ~~material~~may ~~adverse~~divert ~~effect~~management’s onattention ~~our~~and ~~business~~resources, ~~financial condition~~ and ~~results~~could ofadversely ~~operations.~~impact

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

Any failure to comply with regulations or any changes in such regulations governing our businesses could adversely affect us.

Parts of our business operate in regulated industries and could be adversely affected by unfavorable changes in or the enactment of new laws, rules or regulations applicable to us, which could decrease demand for, or restrict access to, our products and services, increase costs or subject us to additional liabilities. Moreover, regulatory authorities have relatively broad discretion to grant, renew and revoke licenses and approvals and to implement or interpret regulations. Accordingly, these regulatory authorities could prevent or temporarily suspend us from carrying on some or all of our activities or otherwise penalize us if our practices were found not to comply with the applicable regulatory or licensing requirements or any interpretation of such requirements by the regulatory authority. In addition, we are subject to or affected by international, federal, state and local laws, regulations and policies, which are constantly subject to change. These include data protection and privacy legislation and regulations, as well as legislation and regulations affecting issues such as: trade sanctions, exports of technology, antitrust, anticorruption, antiboycott, telecommunications, AI, cybersecurity, environmental, social and governance matters, and e-commerce. Our failure to comply with any of these requirements, interpretations, legislation or regulations could have a material adverse effect on our operations.

Trade and economic sanctions or other restrictions imposed by the United States, the United Kingdom, the European Union, or other regions or countries could restrict or impact our ability to operate in or provide certain services to restricted markets or parties. Further, the United States has imposed economic sanctions, and could impose further sanctions in the future, that affect transactions with designated countries, including but not limited to, Cuba, Iran, ~~the Crimea, Donetsk~~ and ~~Luhansk regions of Ukraine,~~ North Korea ~~and Syria~~, and nationals and others of those countries, and certain specifically targeted individuals and entities engaged in conduct detrimental to U.S. national security interests. ~~These~~Certain ~~sanctions~~United ~~are~~States ~~administered~~sanction byprograms, ~~the~~including ~~Office~~those ofhistorically ~~Foreign~~applicable ~~Assets~~to ~~Control~~Syria, ~~(“OFAC”)~~have ~~and~~been ~~are typically known as the OFAC rules~~modified. ~~The OFAC rules~~However, ~~and~~significant ~~similar~~targeted ~~regulations~~restrictions ~~in other countries~~remain, ~~are extensive~~ and ~~complex,~~changes ~~and~~in ~~they~~sanction ~~differ~~policy ~~from~~may ~~one~~occur ~~sanctions regime to another~~rapidly. As ~~Failure~~a toresult, ~~comply~~we ~~with~~may ~~these~~face ~~regulations~~compliance ~~could~~risk, ~~subject~~reputational usharm, toor ~~legal~~operational ~~and~~disruption ~~reputational~~arising ~~consequences,~~from ~~including~~evolving ~~civil~~compliance ~~and criminal penalties~~regimes.

We have GDS contracts with carriers that fly to Cuba, Iran, ~~the Crimea, Donetsk~~ and ~~Luhansk regions of Ukraine,~~ North Korea; ~~and~~however, ~~Syria~~these ~~but~~carriers are based outside of those countries and are neither owned by those governments or their nationals, ofnor ~~those~~are ~~countries/regions~~they ~~nor~~ themselves ~~sanctioned~~subject to sanctions. With respect to Iran, ~~Sudan~~and, North Korea, ~~and Syria~~ we believe that our activities are designed to comply with certain information and travel-related exemptions. With respect to Cuba, we have advised OFAC that we display on the Sabre GDS flight information for, and support booking and ticketing of, services of non-Cuban airlines that offer service to Cuba ~~to customers outside the United States~~. Based on advice of counsel, we believe these activities to fall under an exemption from OFAC regulations applicable to the transmission of information and informational materials and transactions related thereto. We believe that our activities with respect to these countries are known to OFAC and other regulators. We note, however, that sanctions regulations and related interpretive guidance are complex and subject to varying interpretations. Due to this complexity, a regulator’s interpretation of its own regulations and guidance ~~varies~~may vary on a case -by -case basis. As a result, we cannot provide any guarantees that a regulator will not challenge ~~any~~the ofactivities ~~our~~described ~~activities~~above in the future, which could have a material adverse effect on our results of operations.

In ~~Europe,~~connection ~~GDS~~with ~~regulations~~the orcurrent ~~interpretations~~military ~~thereof~~conflict ~~may~~in ~~increase our cost of doing business or lower our revenues~~Ukraine, ~~limit~~the ~~our~~United ~~ability to sell marketing data~~States, ~~impact~~the ~~relationships~~United ~~with travel buyers~~Kingdom, ~~airlines, rail carriers or others, impair~~ the ~~enforceability~~European ofUnion ~~existing agreements with travel buyers~~ and other ~~users~~governments ofhave ~~our~~imposed ~~system,~~varying ~~prohibit~~sanctions orand ~~limit~~export-control usmeasure ~~from~~packages ~~offering~~impacting ~~services~~Russia orand ~~products,~~certain orregions ~~limit~~of ~~our~~Ukraine ~~ability~~and toBelarus. ~~establish~~We orcontinue ~~change~~to ~~fees.~~actively ~~Although~~monitor ~~regulations~~the ~~specifically~~ongoing ~~governing~~situation. ~~GDSs~~The ~~have~~extent ~~been~~to ~~lifted~~which inour ~~the~~reputation, ~~United States~~operations, ~~they~~and ~~remain~~financial ~~subject~~results tomay ~~general~~be ~~regulation~~affected ~~regarding unfair trade practices~~ by the ~~U.S.~~ongoing ~~Department~~conflict ofwill ~~Transportation~~depend ~~(“DOT”).~~on Invarious ~~addition~~factors, ~~continued~~including ~~regulation of GDSs in~~ the ~~E.U.~~extent and ~~elsewhere~~duration ~~could~~of ~~also~~the ~~create~~conflict; the ~~operational~~effects ~~challenge~~ of ~~supporting~~the ~~different~~conflict ~~products,~~on ~~services~~regional and ~~business~~global ~~practices~~economic toand ~~conform~~geopolitical toconditions; and the ~~different~~effect ~~regulatory~~of ~~regimes.~~further Welaws, dosanctions ~~not~~and ~~currently~~trade ~~maintain~~control arestrictions ~~central~~on ~~database of all regulatory requirements affecting~~ our ~~worldwide operations and~~business, ~~as a result,~~ the ~~risk~~global ofeconomy ~~non-compliance with the laws~~ and ~~regulations~~global ~~described~~supply ~~above is heightened~~chains. ~~Our~~Continuation ~~failure~~or toescalation ~~comply~~of ~~with~~the ~~these~~conflict ~~laws~~may ~~and~~also ~~regulations~~exacerbate ~~could~~this ~~subject us to fines, penalties~~ and ~~potential~~other ~~criminal~~risk ~~violations.~~factors ~~Any~~identified ~~changes~~in tothis ~~these~~Annual ~~laws~~Report oron ~~regulations~~Form or10-K, ~~any~~including ~~new~~cybersecurity, ~~laws~~regulatory, orand ~~regulations~~reputational ~~may make it more difficult for us to operate our business~~risks.

As noted, the regulations and sanctions that apply to us are complex. While we have a compliance program in place to help us address these requirements, there can be no assurance that we will be able to consistently address them in an effective manner. Any failure to comply with these sanctions, export controls and related rules and regulations may subject us to legal and reputational consequences, including civil and criminal penalties. In the third quarter of 2022, we identified elements of our sanctions compliance program that were not functioning as intended, which we believe we have substantially addressed. In identifying these elements, we became aware that we received payments that were not material in amount from an air carrier in Russia for GDS services, which may have violated U.K. sanctions. We voluntarily disclosed the receipt of these payments to the U.K. Office of Financial Sanctions Implementation (OFSI), and have fully cooperated with all requests from OFSI following the disclosure. In January 2026, OFSI provided us with a notice of its intention to impose a monetary penalty in relation to this matter. We accrued the amount of this proposed penalty in our financial results for the quarter ended December 31, 2025; this accrual did not have a material adverse impact on our financial condition or results of operation.

In Europe, GDS regulations or interpretations thereof may increase our cost of doing business or lower our revenues, limit our ability to sell marketing data, impact relationships with travel buyers, airlines, rail carriers or others, impair the enforceability of existing agreements with travel buyers and other users of our system, prohibit or limit us from offering services or products, or limit our ability to establish or change fees. Although regulations specifically governing GDSs have been lifted in the United States, they remain subject to general regulation regarding unfair trade practices by the U.S. Department of Transportation (“DOT”). In addition, continued regulation of GDSs in the E.U. and elsewhere could also create the operational challenge of supporting different products, services and business practices to conform to the different regulatory regimes. We do not currently

Inmaintain ~~addition,~~a incentral ~~connection~~database ~~with~~of ~~the~~all ~~current~~regulatory ~~military~~requirements ~~conflict~~affecting inour ~~Ukraine,~~worldwide ~~the~~operations ~~United States~~and, ~~the~~as ~~United~~a ~~Kingdom~~result, the ~~European~~risk ~~Union~~of ~~and other governments have imposed varying sanctions and export~~non-~~control~~compliance ~~measure~~with ~~packages~~the ~~impacting~~laws ~~Russia~~ and ~~certain~~regulations ~~regions~~described ofabove ~~Ukraine~~is ~~and~~heightened. ~~Belarus~~Our ~~and~~failure ~~may~~to ~~implement~~comply ~~additional~~with ~~sanctions and export controls in the future. The conflict and~~ these ~~sanctions~~laws and ~~export~~regulations ~~controls~~could ~~have~~subject ~~prevented~~ us, ~~and~~to ~~in the future could further prevent or discourage us~~fines, ~~from~~penalties ~~performing~~and orpotential ~~renewing~~criminal ~~existing contracts with or receiving payments from customers in those countries~~violations. InAny ~~addition,~~changes ~~the~~to ~~conflict or~~ these ~~sanctions~~laws ~~and~~or ~~export~~regulations ~~controls~~or ~~have~~any ~~prevented~~new ~~and~~laws ~~in the future could further prevent~~ or ~~discourage~~regulations ~~third parties on whom we~~ may ~~rely~~make ~~from~~it ~~continuing~~more todifficult ~~perform~~for ~~in those countries. These sanctions, export controls and related items, as well as actions taken by~~ us ~~or others in response~~ to ~~them~~operate ~~or otherwise in connection with the military conflict, have adversely impacted, and in the future could further adversely impact,~~ our business~~, results of operations and financial condition~~.

Effective October 30, 2022, Russian legislation and related regulations have required activities related to the development, creation and operation of automated information systems for processing domestic air transportation within the Russian Federation to be owned and operated by Russian residents or legal entities with no updates from or connection with systems abroad. This legislation and these regulations have prohibited our ability to provide these services in Russia, which has negatively impacted our revenue and results. On May 23, 2024, Russia issued a decree establishing a process for the seizure of assets of U.S. companies and nationals in Russia, further limiting our ability to operate and provide services in Russia.

As noted, the regulations and sanctions described above, as well as other sanctions regimes, are complex. While we have a compliance program in place to help us address these items, there can be no assurance that we will be able to consistently address them in an effective manner. Any failure to comply with these sanctions, export controls and related rules and regulations may subject us to fines, penalties and potential criminal violations. In the third quarter of 2022, we identified elements of our sanctions compliance program that were not functioning as we intended, which we believe we have substantially addressed. In identifying these elements, we became aware that we received payments that were not material in amount from an air carrier in Russia for GDS services, and the receipt of these payments may be in violation of U.K. sanctions. We have voluntarily disclosed the receipt of these payments to the U.K. Office of Financial Sanctions Implementation (OFSI). If OFSI were to impose a penalty, we believe that it would not be material; however, there can be no assurance of the amount of any such penalty.

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

We have acquired, and, as part of our growth strategy, may in the future acquire, businesses or business operations. We may not be able to identify suitable candidates for additional business combinations and strategic investments, obtain financing on acceptable terms for such transactions, obtain necessary regulatory approvals or otherwise consummate such transactions on acceptable terms, or at all.

Any acquisitions that we are able to identify and complete may also involve a number of risks, including our inability to successfully or profitably integrate, operate, maintain and manage our newly acquired operations or employees; the diversion of our management’s attention from our existing business to integrate operations and personnel; possible material adverse effects on our results of operations during the integration process; becoming subject to contingent or other liabilities, including liabilities arising from events or conduct predating the acquisition that were not known to us at the time of the acquisition; and our possible inability to achieve the intended objectives of the acquisition, including the inability to achieve anticipated business or financial results, cost savings and synergies. Acquisitions may also have unanticipated tax, regulatory and accounting ramifications, including recording goodwill and nonamortizable intangible assets that are subject to impairment testing on a regular basis and potential periodic impairment charges and incurring amortization expenses related to certain intangible assets. To consummate any of these acquisitions, we may need to raise external funds through the sale of equity or the issuance of debt in the capital markets or through private placements, which may affect our liquidity and may dilute the value of our common stock. See “—We have a significant amount of indebtedness, which could adversely affect our cash flow and our ability to operate our business and to fulfill our obligations under our indebtedness.”

We have also divested, and may in the future divest, businesses or business operations. Any divestitures may involve a number of risks, including the diversion of management’s attention, significant costs and expenses, failure to obtain necessary regulatory approvals, implementation of transition services related to such divestitures, the loss of customer relationships and cash flow, loss of key personnel or employee attrition, and the disruption of the affected business or business operations. Failure to timely complete or to consummate a divestiture may negatively affect the valuation of the affected business or business operations or result in restructuring charges.

For example, during the third quarter of 2025, we sold our Hospitality Solutions business. See “Recent Developments Affecting our Results of Operations—Sale of Hospitality Solutions Business.” We may not be able to achieve the full strategic, financial, operational, and other benefits that are expected to result from the sale of the Hospitality Solutions business, including any expected optimization of our core business, long-term growth, improvements in our capital structure, future debt refinancings, and other business opportunities that may be facilitated by the sale of the Hospitality Solutions business. In addition, these benefits may be delayed or less significant than anticipated. We cannot predict with certainty when the benefits expected from the sale of the Hospitality Solutions business will occur or the extent to which they will be achieved, or when they will be achieved, if at all. A failure to realize these and other anticipated benefits of the sale of the Hospitality Solutions business or effectively utilize the proceeds from the sale could have an adverse impact our business, financial condition and results of operations.

In connection with the sale of the Hospitality Solutions business, we and an affiliate of TPG (the “Buyer") have entered into certain agreements, including a transition services agreement, providing for the performance of certain services by us for the benefit of the Buyer for a period of time after the sale. If we do not satisfactorily perform our obligations under these agreements, we may be held liable for certain losses incurred by the Buyer. In addition, during the transition services period, our management and employees may be required to divert their attention away from our business to provide services to the Buyer, which could adversely impact our business. Further, as a result of these transition services, our counterparty will have managed access to certain of our information technology systems during the transition services period, as well as shared information technology infrastructure. Any disruption, degradation, destruction or manipulation of our information technology systems as a result of this access following the sale, whether accidental or intentional, may cause cybersecurity, data protection, or privacy incidents or failures, which could in turn interrupt or adversely impact our operations. See “—Our success depends on maintaining the integrity of our systems and infrastructure, which may suffer from failures, capacity constraints, business interruptions and forces outside of our control.” and “—Security incidents expose us to liability and could damage our reputation and our business.”

We rely on the value of our brands, which may be damaged by a number of factors, some of which are out of our control.

We believe that maintaining and expanding our portfolio of product and service brands are important aspects of our efforts to attract and expand our customer base. Our brands may be negatively impacted by, among other things, unreliable service levels from third-party providers, customers’ inability to properly interface their applications with our technology, the loss or unauthorized disclosure of personal data, including PCI or personally identifiable information (“PII”), or other bad publicity due to litigation, regulatory concerns or otherwise relating to our business. See “—Security incidents expose us to liability and could damage our reputation and our business.” Any inability to maintain or enhance awareness of our brands among our existing and target customers could negatively affect our current and future business prospects.

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

~~Our~~We ~~Travel~~rely ~~Solutions~~on ~~business utilizes~~ third-party distributor partners and equity method investments to extend our GDS services ~~in EMEA and APAC. We work with these partners~~ to ~~establish~~certain ~~and maintain commercial and customer service relationships with both travel suppliers and travel buyers. Since~~regions, inwhich ~~many~~exposes ~~cases,~~us ~~we do not exercise full management control over their day-~~to~~-day~~ ~~operations,~~risks ~~the~~associated ~~success~~with oflack ~~their marketing efforts and the quality~~ of ~~the~~direct ~~services~~management ~~they provide are beyond our~~ control. ~~If these partners do not meet our standards for distribution, our reputation may suffer materially,~~ and sales in those regions could decline significantly. Any interruption in these third-party services, deterioration in their performance or termination of our contractual arrangements with them could negatively impact our ability to extend our GDS services in the relevant markets. In addition, our business may be harmed due to potential conflicts of interest ~~with our equity method investments~~.

Our business utilizes third-party distributor partners and equity method investments to extend our GDS services in EMEA and APAC. We work with these partners to establish and maintain commercial and customer service relationships with both travel suppliers and travel buyers. Since, in many cases, we do not exercise full management control over their day-to-day operations, the success of their marketing efforts and the quality of the services they provide are beyond our control. If these partners do not meet our standards for distribution, our reputation may suffer materially, and sales in those regions could decline significantly. Any interruption in these third-party services, deterioration in their performance or termination of our contractual arrangements with them could negatively impact our ability to extend our GDS services in the relevant markets. In addition, our business may be harmed due to potential conflicts of interest with our equity method investments.

Risks Related to Technology and Intellectual Property

We rely on the availability and performance of information technology services provided by third parties, including network, cloud, mainframe and SaaS providers.

Our businesses are dependent on IT infrastructure and applications operated for us by network, cloud, mainframe and SaaS providers. The commercial services we offer to our customers generally run on infrastructure provided by third parties and cloud providers. We also use multiple third-party SaaS platforms to operate our services, run our business, and support our customers, including IT service management, program and project management, enterprise resource planning, customer relationship management and human resource management systems.

Our success is dependent on our ability to maintain effective relationships with these third-party technology and service providers. Some of our agreements with third-party technology and service providers are terminable for cause on short notice and often provide limited recourse for service interruptions. We could face significant additional cost or business disruption if: ~~(1)~~any ~~Any~~ of these providers fail to enable us to provide our customers and suppliers with reliable, real-time access to our systems. For example, we have previously experienced a significant outage of the Sabre platform due to a failure on the part of one of our service providers, and such outages may occur in the future. This outage, which affected our ~~Travel Solutions~~ business, lasted several hours and caused significant problems for our customers. Any such future outages could cause damage to our reputation, customer loss and require us to pay compensation to affected customers for which we may not be indemnified or compensated. ~~(2)~~Further, ~~Our~~we could face significant additional costs or a business disruption if our arrangements with such providers are terminated or impaired and we cannot find alternative sources of technology or systems support on commercially reasonable terms or on a timely basis.

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

We may be unable to maintain and improve the efficiency, reliability and integrity of our systems. Unexpected increases in the volume of our business could exceed currently allocated system capacity, resulting in service interruptions, outages and delays. These constraints could also lead to the deterioration of our services or impair our ability to process transactions and have in the past and could in the future lead to higher costs. We occasionally experience system interruptions that make certain of our systems unavailable including, but not limited to, our GDS and the services that our ~~Travel~~business ~~Solutions and Hospitality Solutions businesses provide to airlines and hotels~~provides. In addition, we have experienced in the past and may in the future occasionally experience system interruptions as we execute changes for the purpose of enhancing our products or achieving other technological objectives. System interruptions prevent us from efficiently providing services to customers or other third parties, and have in the past and could in the future cause damage to our reputation and result in the loss of customers and revenues or cause us to incur litigation and liabilities. Although we have contractually limited our liability for damages caused by outages of our GDS (other than damages caused by our gross negligence or willful misconduct), we cannot guarantee that we will not be subject to lawsuits or other claims for compensation from our customers in connection with such outages for which we may not be indemnified or compensated.

Our systems are also susceptible to external damage or disruption. Our systems have in the past been, and at any time, including in the future could be, damaged or disrupted by events such as power, hardware, software or telecommunication failures, human errors, natural events including floods, hurricanes, fires, winter storms, earthquakes and tornadoes, terrorism, break-ins, hostilities, war or similar events. Computer viruses, malware, denial of service attacks, ransomware attacks, attacks on, or exploitations of, hardware or software vulnerabilities, physical or electronic break-ins, phishing attacks, cybersecurity incidents or other security incidents, and similar disruptions affecting the Internet, telecommunication services, our systems, or our customers' systems have caused in the past and could at any time, including in the future, cause service interruptions or the loss of critical data, preventing us from providing timely services. Failure to efficiently provide services to customers or other third parties could cause damage to our reputation and result in the loss of customers and revenues, asset impairments, significant recovery costs or litigation and liabilities. Moreover, such risks are likely to increase as we expand our business, our systems become more complex and the tools and techniques involved become more sophisticated.

Although we have implemented measures intended to protect our critical systems and data and provide comprehensive disaster recovery and contingency plans for certain customers that purchase this additional protection, these protections and plans are not in place for all systems. Disasters affecting our facilities, systems or personnel might be expensive to remedy and could significantly diminish our reputation and our brands, and we may not have adequate insurance to cover such costs.

Customers and other end-users who rely on our software products and services, including our SaaS and hosted offerings, for applications that are integral to their businesses may have a greater sensitivity to product errors and security vulnerabilities than customers for software products generally. We utilize various generative AI solutions from third-party providers as part of some of our software products. There are additional risks associated with the use of emerging technologies such as generative AI, including risks related to testing and validating the security and privacy mechanisms of the third-party providers, as well as risks related to implementing technical security controls to govern and manage this technology in a secure manner. If we were to experience a cybersecurity incident related to the integration of AI capabilities into our software product offerings, or if there are deficiencies or other failures of such AI solutions from our third-party providers, our business and results of operations could be adversely affected. For example, there is a risk that generative AI technologies could produce inaccurate or misleading content or other discriminatory or unexpected results or behaviors, such as hallucinatory behavior that can generate irrelevant, nonsensical, or factually incorrect results, all of which could harm our reputation, business, or customer relationships and the operational effectiveness of our AI-enabled systems. AI also presents various emerging legal, regulatory and ethical issues, and the incorporation of AI into our software products could require us to expend significant resources in developing, testing and maintaining our product offerings and may cause us to experience brand, reputational, or competitive harm, or incur legal liability. Additionally, security incidents that affect third parties upon which we rely, such as travel suppliers, may further expose us to negative publicity, possible liability or regulatory penalties. Events outside our control have caused in the past and could in the future cause interruptions in our IT systems, which could have a material adverse effect on our business operations and harm our reputation.

Security incidents expose us to liability and could damage our reputation and our business.

We process, store, and transmit large amounts of data, such as PII of our customers and employees and PCI of our customers, and it is critical to our business strategy that our facilities and infrastructure, including those provided by cloud and mainframe providers or other vendors, remain secure and are perceived by the marketplace to be secure. Our infrastructure may be vulnerable to physical or electronic break-ins, computer viruses, ransomware attacks, or similar disruptive problems.

In addition, we, like most technology companies, are the target of cybercriminals who attempt to compromise our systems. We are subject to and experience threats and intrusions that have to be identified and remediated to protect sensitive information along with our intellectual property and our overall business. To address these threats and intrusions, we have a team of experienced security experts and support from firms that specialize in data security and cybersecurity. We are periodically subject to these threats and intrusions, and sensitive information has in the past been, and could at any time, including in the future, be compromised as a result. In addition, the techniques employed in connection with these threats and intrusions are changing, developing and evolving rapidly, including from emerging technologies such as advanced forms of AI. The costs and impacts related to these incidents, including the costs of investigation and remediation, any associated penalties assessed by any governmental authority or payment card brand, and any indemnification or other contractual obligations to our customers, may be material and could damage our reputation.

As an example, in the third quarter of 2023, we became aware that an unauthorized actor had illegally extracted certain company data and posted it to the dark web. Immediately upon becoming aware of this extraction, we initiated an investigation, with the assistance of cybersecurity and forensics professionals. We have also notified federal law enforcement and have provided, and will continue to provide, other required notifications. To date this cybersecurity incident has not had a material impact on our financial condition, results of operations or liquidity. However, there is no assurance that it will not result in significant costs to us, reputational harm, expenditure of additional resources, lawsuits and related fees, costs and expenses, or regulatory inquiries in the future that could result in a material adverse effect. For example, inwe ~~December~~were ~~2024~~subject ~~and~~to ~~January~~a ~~2025,~~lawsuit ~~four~~seeking ~~lawsuits~~class ~~were~~certification filed against us in the United States District Court for the Northern District of Texas~~, each of which is seeking class certification~~. The ~~complaints~~complaint generally ~~assert~~asserted negligence and other claims based on this cybersecurity incident, and, in addition to monetary damages, the plaintiffs ~~are~~were also seeking declaratory and injunctive relief. We ~~intend~~In November 2025, the court granted our motion to ~~vigorously~~dismiss ~~defend~~this ~~against~~case ~~these~~without ~~claims~~prejudice. See “—We are involved in various legal proceedings which may cause us to incur significant fees, costs and expenses and may result in unfavorable outcomes.”

Any computer viruses, malware, denial of service attacks, ransomware attacks, attacks on, or exploitations of, hardware or software vulnerabilities, physical or electronic break-ins, phishing attacks, cybersecurity incidents such as the items described above, or other security incident or compromise of the information handled by us or our service providers may jeopardize the security or integrity of information in our computer systems and networks or those of our customers and cause significant interruptions in our and our customers’ operations.

Any systems and processes that we have developed or utilize that are designed to protect customer information and prevent data loss and other security incidents cannot provide absolute security. In addition, we may not successfully implement remediation plans to address all potential exposures. It is possible that we may have to expend additional financial and other resources to address these problems. Failure to prevent or mitigate data loss or other security incidents could expose us or our customers to a risk of loss or misuse of such information, cause customers to lose confidence in our data protection measures, damage our reputation, adversely affect our operating results or result in litigation or potential liability for us. For example, our agreements with customers may require that we indemnify the customer for liability arising from data incidents under the terms of our agreements with these customers. These indemnification obligations could be significant and may exceed the limits of any applicable insurance policy we maintain. While we maintain insurance coverage that may, subject to policy terms and conditions, cover certain aspects of cyber risks, this insurance coverage is subject to a retention amount and may not be applicable to a particular incident or otherwise may be insufficient to cover all our losses beyond any retention. Similarly, we expect to continue to make significant investments in our information technology infrastructure. The implementation of these investments may be ~~more costly or take longer than we anticipate, or could otherwise adversely affect our business operations, which could negatively impact our financial position, results of operations or cash flows.~~

more costly or take longer than we anticipate, or could otherwise adversely affect our business operations, which could negatively impact our financial position, results of operations or cash flows.

Intellectual property infringement actions against us could be costly and time consuming to defend and may result in business harm if we are unsuccessful in our defense.

Third parties may assert, including by means of counterclaims against us as a result of the assertion of our intellectual property rights, that our products, services or technology, or the operation of our business, violate their intellectual property rights. We ~~are~~have ~~currently~~been subject to such assertions, including patent and trademark infringement claims, and may be subject to such assertions in the future. These assertions may also be made against our customers who may seek indemnification from us. In the ordinary course of business, we enter into agreements that contain indemnity obligations whereby we are required to indemnify our customers against these assertions arising from our customers’ usage of our products, services or technology. As the competition in our industry increases and the functionality of technology offerings further overlaps, these claims and counterclaims could become more common. We cannot be certain that we do not or will not infringe third parties’ intellectual property rights.

Legal proceedings involving intellectual property rights are highly uncertain and can involve complex legal and scientific questions. Any intellectual property claim against us, regardless of its merit, could result in significant liabilities to our business, and can be expensive and time consuming to defend. Depending on the nature of such claims, our businesses may be disrupted, our management’s attention and other company resources may be diverted and we may be required to redesign, reengineer or rebrand our products and services, if feasible, to stop offering certain products and services or to enter into royalty or licensing agreements in order to obtain the rights to use necessary technologies, which may not be available on terms acceptable to us, if at all, and may result in a decrease of our capabilities. Our failure to prevail in such matters could result in loss of intellectual property rights, judgments awarding substantial damages, including possible treble damages and attorneys’ fees, and injunctive or other equitable relief against us. If we are held liable, we may be unable to use some or all of our intellectual property rights or technology. Even if we are not held liable, we may choose to settle claims by making a monetary payment or by granting a license to intellectual property rights that we otherwise would not license. Further, judgments may result in loss of reputation, may force us to take costly remediation actions, delay selling our products and offering our services, reduce features or functionality in our services or products, or cease such activities altogether. Insurance may not cover or be insufficient for any such claim.

We may not be able to protect our intellectual property effectively, which may allow competitors to duplicate our products and services.

Our success and competitiveness depend, in part, upon our technologies and other intellectual property, including our brands. Among our significant assets are our proprietary and licensed software and other proprietary information and intellectual property rights. We rely on a combination of copyright, trademark and patent laws, laws protecting trade secrets, confidentiality procedures and contractual provisions to protect these assets both in the United States and in foreign countries. The laws of some jurisdictions may provide less protection for our technologies and other intellectual property assets than the laws of the United States.

There is no certainty that our intellectual property rights will provide us with substantial protection or commercial benefit. Despite our efforts to protect our intellectual property, some of our innovations may not be protectable, and our intellectual property rights may offer insufficient protection from competition or unauthorized use, lapse or expire, be challenged, narrowed, invalidated, or misappropriated by third parties, or be deemed unenforceable or abandoned, which could have a material adverse effect on our business, financial condition and results of operations and the legal remedies available to us may not adequately compensate us. We cannot be certain that others will not independently develop, design around, or otherwise acquire equivalent or superior technology or intellectual property rights.

While we take reasonable steps to protect our brands and trademarks, we may not be successful in maintaining or defending our brands or preventing third parties from adopting similar brands. If our competitors infringe our principal trademarks, our brands may become diluted or if our competitors introduce brands or products that cause confusion with our brands or products in the marketplace, the value that our consumers associate with our brands may become diminished, which could negatively impact revenue. Our patent applications may not be granted, and the patents we own could be challenged, invalidated, narrowed or circumvented by others and may not be of sufficient scope or strength to provide us with any meaningful protection or commercial advantage. Once our patents expire, or if they are invalidated, narrowed or circumvented, our competitors may be able to utilize the technology protected by our patents which may adversely affect our business. Although we rely on copyright laws to protect the works of authorship created by us, we do not generally register the copyrights in our copyrightable works where such registration is permitted. Copyrights of U.S. origin must be registered before the copyright owner may bring an infringement suit in the United States. Accordingly, if one of our unregistered copyrights of U.S. origin is infringed by a third party, we will need to register the copyright before we can file an infringement suit in the United States, and our remedies in any such infringement suit may be limited. We use reasonable efforts to protect our trade secrets. However, protecting trade secrets can be difficult and our efforts may provide inadequate protection to prevent unauthorized use, misappropriation, or disclosure of our trade secrets, know how, or other proprietary information. We also rely on our domain names to conduct our online businesses. While we use reasonable efforts to protect and maintain our domain names, if we fail to do so the domain names may become available to others. Further, the regulatory bodies that oversee domain name registration may change their regulations in a way that adversely affects our ability to register and use certain domain names.

We license software and other intellectual property from third parties. These licensors may breach or otherwise fail to perform their obligations or claim that we have breached or otherwise attempt to terminate their license agreements with us. We also rely on license agreements to allow third parties to use our intellectual property rights, including our software, but there is no guarantee that our licensees will abide by the terms of our license agreements or that the terms of our agreements will always be enforceable. In addition, policing unauthorized use of and enforcing intellectual property can be difficult and expensive. The fact that we have intellectual property rights, including registered intellectual property rights, may not guarantee success in our attempts to enforce these rights against third parties. Besides general litigation risks, changes in, or interpretations of, intellectual property laws may compromise our ability to enforce our rights. We may not be aware of infringement or misappropriation or elect not to seek to prevent it. Our decisions may be based on a variety of factors, such as costs and benefits of taking action, and contextual business, legal, and other issues. Any inability to adequately protect our intellectual property on a cost-effective basis could harm our business.

We use open source software in our solutions that may subject our software solutions to general release or require us to re-engineer our solutions.

We use open source software in our solutions and may use more open source software in the future. From time to time, there have been claims by companies claiming ownership of software that was previously thought to be open source and that was incorporated by other companies into their products. As a result, we could be subject to suits by parties claiming ownership of what we believe to be open source software. Some open source licenses contain requirements that we make available source code for modifications or derivative works we create based upon the open source software and that we license these modifications or derivative works under the terms of a particular open source license or other license granting third parties certain rights of further use. If we combine or, in some cases, link our proprietary software solutions with or to open source software in a certain manner, we could, under certain of the open source licenses, be required to release the source code of our proprietary software solutions or license such proprietary solutions under the terms of a particular open source license or other license granting third parties certain rights of further use. In addition to risks related to license requirements, usage of open source software can lead to greater risks than use of third-party commercial software, as open source licensors generally do not provide warranties or controls on origin of the software. In addition, open source license terms may be ambiguous and many of the risks associated with usage of open source cannot be eliminated, and could, if not properly addressed, negatively affect our business. If we were found to have inappropriately used open source software, we may be required to seek licenses from third parties in order to continue offering our software, to re-engineer our solutions, to discontinue the sale of our solutions in the event re-engineering cannot be accomplished on a timely basis or take other remedial action that may divert resources away from our development efforts, any of which could adversely affect our business, operating results and financial condition.

Risks Related to Economic, Political and Global Conditions

Our business could be harmed by adverse global and regional economic and political conditions.

Travel expenditures are sensitive to personal and business discretionary spending levels and grow more slowly or decline during economic downturns. Our global presence makes our business potentially vulnerable to economic and political conditions that adversely affect business and leisure travel originating in or traveling to a particular region.

The global economy continues to face significant uncertainty, including increased inflation and interest rates, reduced financial capacity of both business and leisure travelers, diminished liquidity and credit availability, declines in consumer confidence and discretionary income, increased tariffs, and general uncertainty about economic stability. Furthermore, changes in the regulatory, tax and economic environment in the United States could adversely impact travel demand, our business operations or our financial results. We cannot predict the magnitude, length or recurrence of these impacts to the global economy, which have impacted, and may continue to impact, demand for travel and lead to reduced spending on the services we provide.

Any unfavorable economic, political or regulatory developments in a particular region could negatively affect our business, such as delays in payment or non-payment of contracts, delays in contract implementation or signing, carrier control issues and increased costs from regulatory changes particularly as parts of our growth strategy involve expanding our presence in that region. For example, some regions have experienced or are expected to experience inflationary and/or slowing economic conditions. These adverse economic conditions may negatively impact our business results in those regions. The changes arising from the current presidential administration in the United States as well as volatile political conditions in other countries in which we do business could also create additional uncertainty for the travel industry and our business, including in ways that we cannot foresee. Any of the foregoing could harm our business and we cannot anticipate all of the ways in which the current economic climate and financial market conditions could adversely impact our business

In addition, the current military conflict in Ukraine and the related imposition of sanctions and export controls on Russia and Belarus, as well as conflicts in the Middle East, have created global economic uncertainty and contributed to inflationary pressures. A significant escalation or expansion of economic disruption, the conflicts' current scope or additional sanctions and export controls and actions taken in response to these sanctions and export controls could disrupt our business further, broaden inflationary costs, and have a material adverse effect on our results of operations. See “—Our revenue is highly dependent on transaction volumes in the global travel industry, particularly air travel transaction volumes.”

We operate a global business that exposes us to risks associated with international activities.

Our international operations involve risks that are not generally encountered when doing business in the United States. These risks include, but are not limited to: (1) business, political and economic instability in foreign locations, including actual or threatened terrorist activities, and military action, as well as the effects of the current military conflict in Ukraine and ongoing instability in the Middle East; (2) adverse laws and regulatory requirements, including more comprehensive regulation in the E.U. and legislation and related regulations in Russia (see “—Any failure to comply with regulations or any changes in such regulations governing our businesses could adversely affect us.”); (3) changes in foreign currency exchange rates and financial risk arising from transactions in multiple currencies; (4) difficulty in developing, managing and staffing international operations because of distance, language and cultural differences; (5) disruptions to or delays in the development of communication and transportation services and infrastructure; (6) more restrictive data privacy requirements, including the GDPR; (7) consumer attitudes, including the preference of customers for local providers, as well as attitudes of other stakeholders stemming from our actions or inactions arising from or relating to the current military conflict in Ukraine; (8) increasing labor costs due to high wage inflation in foreign locations, differences in general employment conditions and regulations, and the degree of employee unionization and activism; (9) export or trade restrictions or currency controls; (10) governmental policies or actions, such as tariffs, consumer, labor and trade protection measures, instability in multilateral relationships, and travel restrictions, sanctions and export controls, including restrictions implemented in connection with the current military conflict in Ukraine; (11) taxes, restrictions on foreign investment and limits on the repatriation of funds; (12) diminished ability to legally enforce our contractual rights; and (13) decreased protection for intellectual property. Any of the foregoing risks may adversely affect our ability to conduct and grow our business internationally.

Risks Related to Our Indebtedness, Financial Condition and Common Stock

We have a significant amount of indebtedness, which could adversely affect our cash flow and our ability to operate our business and to fulfill our obligations under our indebtedness.

We have a significant amount of indebtedness. As of December 31, ~~2024~~2025, we had $54.13 billion of indebtedness outstanding which is net of debt issuance costs and unamortized discounts. Our substantial level of indebtedness increases the possibility that we may not generate enough cash flow from operations to pay, when due, the principal of, interest on or other amounts due in respect of, these obligations. Other risks relating to our long-term indebtedness include: (1) increased vulnerability to general adverse economic and industry conditions; (2) higher interest expense if interest rates increase on our floating rate borrowings and our hedging strategies do not effectively mitigate the effects of these increases or if we have to incur additional indebtedness in a higher interest rate environment; (3) the need to divert a significant portion of our cash flow from operations to payments on our indebtedness and interest, thereby reducing the availability of cash to fund working capital, capital expenditures, acquisitions, investments and other general corporate purposes; (4) limited ability to refinance our existing indebtedness or to obtain additional financing on terms we find acceptable, if needed, for working capital, capital expenditures, expansion plans and other investments, which may adversely affect our ability to implement our business strategy; (5) limited flexibility in planning for, or reacting to, changes in our businesses and the markets in which we operate or to take advantage of market opportunities; and (6) a competitive disadvantage compared to our competitors that have less debt. Failure to make any required payments or comply with other covenants under the agreements governing our indebtedness could result in an event of default and acceleration of amounts due. Subject to market conditions, we have previously, and may in the future, opportunistically refinance portions of our debt in the near term which, at current interest rates and market conditions, may negatively impact our interest expense or result in higher stock dilution.

In addition, it is possible that we may need to incur additional indebtedness in the future in the ordinary course of business. While the terms of our outstanding indebtedness allow us to incur additional debt, subject to limitations, our ability to incur additional secured indebtedness is significantly limited. As a result, we expect that any material increases in total indebtedness, if available and to the extent issued in the future, may be unsecured. The terms of ~~our~~the ~~Amended~~agreements ~~and~~governing ~~Restated~~our ~~Credit~~indebtedness ~~Agreement~~ allow us to incur additional debt subject to certain limitations. If new debt is added to current debt levels, the risks described above could intensify. In addition, our inability to maintain certain covenants could result in acceleration of a portion of our debt obligations and could cause us to be in default if we are unable to repay the accelerated obligations.

The terms of our debt covenants could limit our discretion in operating our business and any failure to comply with such covenants could result in the default of all of our debt.

The agreements governing our indebtedness contain and the agreements governing our future indebtedness will likely contain various covenants, including those that restrict our or our subsidiaries’ ability to, among other things: (1) incur liens on our property, assets and revenue; (2) borrow money, and guarantee or provide other support for the indebtedness of third parties; (3) pay dividends or make other distributions on, redeem or repurchase our capital stock; (4) prepay, redeem or repurchase certain of our indebtedness; (5) enter into certain change of control transactions; (6) make investments in entities that we do not control, including equity method investments and joint ventures; (7) enter into certain asset sale transactions, including divestiture of certain company assets and divestiture of capital stock of wholly-owned subsidiaries; (8) enter into certain transactions with affiliates; (9) enter into secured financing arrangements; (10) enter into sale and leaseback transactions; (11) change our fiscal year; and (12) enter into substantially different lines of business. These covenants may limit our ability to effectively operate our businesses or maximize stockholder value. Any failure to comply with the restrictions of our Amended and Restated Credit Agreement or any agreement governing our other indebtedness may result in an event of default under those agreements. Such default may allow the creditors to accelerate the related debt, which may trigger cross-acceleration or cross-default provisions in other debt. In addition, lenders may be able to terminate any commitments they had made to supply us with further funds.

We may require more cash than we generate in our operating activities, and additional funding on reasonable terms or at all may not be available.

We cannot guarantee that our business will generate sufficient cash flow from operations to fund our capital investment requirements or other liquidity needs, including in light of the uncertainty related to volume trends. Moreover, because we are a holding company with no material direct operations, we depend on loans, dividends and other payments from our subsidiaries to generate the funds necessary to meet our financial obligations. Our subsidiaries are legally distinct from us and may be prohibited or restricted from paying dividends or otherwise making funds available to us under certain conditions. As a result, we may be required to finance our cash needs through bank loans, additional debt financing, sales of equity-linked securities, public or private equity offerings or otherwise. Our ability to arrange financing or refinancing and the cost of such financing or refinancing are dependent on numerous factors, including but not limited to general economic and capital market conditions, the availability of credit from banks or other lenders, investor confidence in us, and our results of operations.

There can be no assurance that financing or refinancing will be available on terms favorable to us or at all, which could force us to delay, reduce or abandon our growth strategy, increase our financing costs, or adversely affect our ability to operate our business. Additional funding from debt financings may make it more difficult for us to operate our business because a portion of our cash generated from internal operations would be used to make principal and interest payments on the indebtedness and we may be obligated to abide by restrictive covenants contained in the debt financing agreements, which may, among other things, limit our ability to make business decisions and further limit our ability to pay dividends. Recent increases in interest rates have significantly increased our interest expense, and further increases in interest rates would result in additional interest expense, which would adversely impact our financial performance. In addition, any downgrade of our debt ratings by Standard & Poor’s, Moody’s Investor Service or similar ratings agencies, increases in general interest rate levels and credit spreads or overall weakening in the credit markets could increase our cost of capital. Furthermore, raising capital through public or private sales of equity, or sales of equity-linked securities, could cause earnings or ownership dilution to your shareholding interests in our company.

We are exposed to interest rate fluctuations.

Our floating rate indebtedness and the potential refinancing of fixed rate indebtedness exposes us to fluctuations in prevailing interest rates. To reduce the impact of large fluctuations in interest rates, we typically hedge a portion of our interest rate risk by entering into derivative agreements with financial institutions. Our exposure to floating interest rates relates primarily to our borrowings under the Amended and Restated Credit Agreement.

The derivative agreements that we use to manage the risk associated with fluctuations in interest rates may not be able to eliminate the exposure to these changes. Additionally, recent interest rate increases have generally increased the cost of debt and we have been, and may in the future be, required to pay higher interest rates on new fixed rate indebtedness we have incurred and may incur in the future in comparison to the interest rates payable on our prior and currently outstanding fixed rate indebtedness, including in connection with the refinancing of such indebtedness. Interest rates are sensitive to numerous factors outside of our control, such as government and central bank monetary policy in the jurisdictions in which we operate. Depending on the size of the exposures and the relative movements of interest rates, if we choose not to hedge or fail to effectively hedge our exposure, we could experience a material adverse effect on our results of operations and financial condition.

The market price of our common stock ~~could~~may ~~decline~~be ~~due~~volatile toand ~~the~~could ~~large~~decline ~~number~~regardless of ~~outstanding shares of~~ our ~~common~~operating ~~stock eligible for future sale~~performance.

~~Sales~~The ofmarket ~~substantial~~price ~~amounts~~ of our common stock ormay ~~convertible~~fluctuate ~~instruments~~significantly in ~~the~~response ~~public~~to ~~market~~numerous ~~in future offerings~~factors, ormany ~~the~~of ~~perception~~which ~~that~~are ~~these~~beyond ~~sales~~our ~~could~~control, ~~occur~~including, ~~could~~actual ~~cause the market price of our common stock to decline. These sales could also make it more difficult for us to sell equity~~ or ~~equity-linked~~anticipated ~~securities~~fluctuations in ~~the~~our ~~future,~~financial atconditions ~~a time~~ and ~~price~~results ~~that~~of weoperations; ~~deem appropriate. In addition,~~ the ~~additional~~financial ~~sale~~projections ofwe ~~our~~may ~~common~~provide ~~stock~~to ~~by our officers or directors in~~ the public ~~market~~, orany ~~the~~changes ~~perception~~in ~~that~~ these ~~sales~~projections ~~may~~or ~~occur, could cause the market price of~~ our ~~common~~failure ~~stock~~ to ~~decline.~~meet Wethese ~~may~~projections; ~~issue~~failure ~~shares~~ of ~~our common stock or other~~ securities ~~from~~analysts ~~time~~ to ~~time~~initiate asor ~~consideration~~maintain ~~for,~~coverage orof toour ~~finance~~company, ~~future~~changes ~~acquisitions~~in ~~and~~financial ~~investments~~estimates or ~~for~~ratings ~~other~~by ~~capital~~any ~~needs.~~securities Weanalysts ~~cannot~~who ~~predict~~follow ~~the size of future issuances of~~ our ~~shares~~company or ~~the effect, if any, that future sales and issuances of shares would have on the market price of~~ our ~~common~~failure ~~stock.~~to Ifmeet ~~any~~these ~~such~~estimates ~~acquisition~~ or ~~investment is significant,~~ the ~~number~~expectations of ~~shares~~investors; ofannouncements ~~common~~by ~~stock~~us or ~~the~~our ~~number~~competitors orof ~~aggregate~~significant ~~principal~~technical ~~amount~~innovations, asacquisitions, ~~the~~strategic ~~case~~partnerships, ~~may~~joint beventures, results of ~~other~~operations ~~securities~~or ~~that~~capital wecommitments; anticipated ~~may~~or ~~issue~~actual ~~may~~changes in ~~turn~~laws, beregulations ~~substantial~~or ~~and~~government ~~may~~policies ~~result~~applicable ~~in additional dilution~~ to our ~~stockholders.~~business; Wegeneral ~~may~~economic ~~also~~conditions ~~grant~~in ~~registration~~the ~~rights~~United ~~covering~~States; ~~shares~~other ofevents ~~our common stock~~ or ~~other~~factors, ~~securities~~including ~~that~~those weresulting ~~may~~from ~~issue~~war, inpandemics ~~connection with any~~ (such ~~acquisitions~~as ~~and~~COVID-19), ~~investments.~~incidents ~~To the extent that any~~ of ~~us,~~terrorism ~~our executive officers~~ or ~~directors~~responses ~~sell, or indicate an intent~~ to ~~sell,~~these ~~substantial~~events; ~~amounts~~and ofthe ~~our~~other ~~common~~factors ~~stock~~described in ~~the~~this ~~public~~Part ~~market~~I, ~~the~~Item ~~trading price of our common stock could decline significantly~~1A.

Further, sales of substantial amounts of our common stock or convertible instruments in the public market in future offerings, or the perception that these sales could occur, could cause the market price of our common stock to decline. These sales could also make it more difficult for us to sell equity or equity-linked securities in the future, at a time and price that we deem appropriate. In addition, the additional sale of our common stock by our officers or directors in the public market, or the perception that these sales may occur, could cause the market price of our common stock to decline. We may issue shares of our common stock or other securities from time to time as consideration for, or to finance, future acquisitions and investments or for other capital needs. We cannot predict the size of future issuances of our shares or the effect, if any, that future sales and issuances of shares would have on the market price of our common stock. If any such acquisition or investment is significant, the number of shares of common stock or the number or aggregate principal amount, as the case may be, of other securities that we may issue may in turn be substantial and may result in additional dilution to our stockholders. We may also grant registration rights covering shares of our common stock or other securities that we may issue in connection with any such acquisitions and investments. To the extent that any of us, our executive officers or directors sell, or indicate an intent to sell, substantial amounts of our common stock in the public market, the trading price of our common stock could decline significantly.

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

Our stock began trading on the Nasdaq stock market in 2014 and we can provide no assurance that we will be able to continue to maintain an active trading market on Nasdaq or any other exchange in the future. If an active market for our common stock is not maintained, it may be difficult for our stockholders to sell shares without depressing the market price for the shares or at all. An inactive market may also impair our ability to raise capital by selling shares and may impair our ability to acquire other businesses, applications or technologies using our shares as consideration.

Delisting from any Nasdaq market could make trading our common stock more difficult for investors, potentially leading to declines in our share price and liquidity. In addition, without a Nasdaq market listing, stockholders may have a difficult time getting a quote for the sale or purchase of our common stock, the sale or purchase of our common stock would likely be made more difficult and the trading volume and liquidity of our common stock could decline. Delisting from Nasdaq could also result in negative publicity and could also make it more difficult for us to raise additional capital. The absence of such a listing may adversely affect the acceptance of our common stock as currency or the value accorded by other parties. If our common stock is delisted by Nasdaq, our common stock may be eligible to trade on an over-the-counter quotation system, such as the OTCQB market, where an investor may find it more difficult to sell our common stock or obtain accurate quotations as to the market value of our common stock. We cannot assure you that our common stock, if delisted from Nasdaq, will be listed on another national securities exchange or quoted on an over-the counter quotation system.

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

Our consolidated balance sheets as of December 31, ~~2024~~2025 contained goodwill and intangible assets, net totaling $2.97 billion. Future acquisitions that result in the recognition of additional goodwill and intangible assets would cause an increase in these types of assets. We do not amortize goodwill and intangible assets that are determined to have indefinite useful lives, but we amortize definite-lived intangible assets on a straight-line basis over their useful economic lives, which range from four to thirty years, depending on classification. We evaluate goodwill for impairment on an annual basis or earlier if impairment indicators exist and we evaluate definite-lived intangible assets for impairment whenever events or changes in circumstances indicate that the carrying amount of definite-lived intangible assets used in combination to generate cash flows largely independent of other assets may not be recoverable. We record an impairment charge whenever the estimated fair value of our reporting units or of such intangible assets is less than its carrying value. The fair values used in our impairment evaluation are estimated using a combined approach based upon discounted future cash flow projections and observed market multiples for comparable businesses. Changes in estimates based on changes in risk-adjusted discount rates, future booking and transaction volume levels, travel supplier capacity and load factors, future price levels, rates of growth including long-term growth rates, rates of increase in operating expenses, cost of revenue and taxes, and changes in realization of estimated cost-saving initiatives could result in material impairment charges.

Maintaining and improving our financial controls and the requirements of being a public company may strain our resources, divert management’s attention and affect our ability to attract and retain qualified board members.

As a public company, we are subject to the reporting requirements of the Exchange Act, the Sarbanes-Oxley Act of 2002 (the “Sarbanes-Oxley Act”), the Dodd-Frank Wall Street Reform and Consumer Protection Act of 2010 (the “Dodd-Frank Act”) and The NASDAQ Stock Market (“NASDAQ”) rules. The requirements of these rules and regulations have increased and will continue to significantly increase our legal and financial compliance costs, including costs associated with the hiring of additional personnel, making some activities more difficult, time-consuming or costly, and may also place undue strain on our personnel, systems and resources. The Exchange Act requires, among other things, that we file annual, quarterly and current reports with respect to our business and financial condition. The Sarbanes-Oxley Act requires, among other things, that we maintain disclosure controls and procedures and internal control over financial reporting. Ensuring that we have adequate internal financial and accounting controls and procedures in place, as well as maintaining these controls and procedures, is a costly and time-consuming effort that needs to be re-evaluated frequently. Section 404 of the Sarbanes-Oxley Act (“Section 404”) requires that we annually evaluate our internal control over financial reporting to enable management to report on, and our independent auditors to audit as of the end of each fiscal year the effectiveness of those controls. In connection with the Section 404 requirements, both we and our independent registered public accounting firm test our internal controls and could, as part of that documentation and testing, identify material weaknesses, significant deficiencies or other areas for further attention or improvement.

16Implementing any appropriate changes to our internal controls may require specific compliance training for our directors, officers and employees, require the hiring of additional finance, accounting and other personnel, entail substantial costs to modify our existing accounting systems, or any manual systems or processes, and take a significant period of time to complete. These changes may not, however, be effective in maintaining the adequacy of our internal controls, and any failure to maintain that adequacy, or consequent inability to produce accurate financial statements on a timely basis, could increase our operating costs and could materially impair our ability to operate our business. Moreover, adequate internal controls are necessary for us to produce reliable financial reports and are important to help prevent fraud. As a result, our failure to satisfy the requirements of Section 404 on a timely basis could result in the loss of investor confidence in the reliability of our financial statements, which in turn could cause the market value of our common stock to decline. Various rules and regulations applicable to public companies make it more difficult and more expensive for us to maintain directors’ and officers’ liability insurance, and we may be required to accept reduced coverage or incur substantially higher costs to maintain coverage. If we are unable to maintain adequate

and The NASDAQ Stock Market (“NASDAQ”) rules. The requirements of these rules and regulations have increased and will continue to significantly increase our legal and financial compliance costs, including costs associated with the hiring of additional personnel, making some activities more difficult, time-consuming or costly, and may also place undue strain on our personnel, systems and resources. The Exchange Act requires, among other things, that we file annual, quarterly and current reports with respect to our business and financial condition. The Sarbanes-Oxley Act requires, among other things, that we maintain disclosure controls and procedures and internal control over financial reporting. Ensuring that we have adequate internal financial and accounting controls and procedures in place, as well as maintaining these controls and procedures, is a costly and time-consuming effort that needs to be re-evaluated frequently. Section 404 of the Sarbanes-Oxley Act (“Section 404”) requires that we annually evaluate our internal control over financial reporting to enable management to report on, and our independent auditors to audit as of the end of each fiscal year the effectiveness of those controls. In connection with the Section 404 requirements, both we and our independent registered public accounting firm test our internal controls and could, as part of that documentation and testing, identify material weaknesses, significant deficiencies or other areas for further attention or improvement.17

~~Implementing any appropriate changes to our internal controls may require specific compliance training for our~~ directors, officers and employees, require the hiring of additional finance, accounting and other personnel, entail substantial costs to modify our existing accounting systems, or any manual systems or processes, and take a significant period of time to complete. These changes may not, however, be effective in maintaining the adequacy of our internal controls, and any failure to maintain that adequacy, or consequent inability to produce accurate financial statements on a timely basis, could increase our operating costs and could materially impair our ability to operate our business. Moreover, adequate internal controls are necessary for us to produce reliable financial reports and are important to help prevent fraud. As a result, our failure to satisfy the requirements of Section 404 on a timely basis could result in the loss of investor confidence in the reliability of our financial statements, which in turn could cause the market value of our common stock to decline. Various rules and regulations applicable to public companies make it more difficult and more expensive for us to maintain directors’ and officers’ liability insurance, ~~and we may be required to accept reduced coverage or incur substantially higher costs to maintain coverage. If we are unable to maintain adequate directors’ and officers’ liability insurance,~~ our ability to recruit and retain qualified officers and directors, especially those directors who may be deemed independent for purposes of the NASDAQ rules, will be significantly curtailed.

We may have higher than anticipated tax liabilities.

We are subject to a variety of taxes in many jurisdictions globally, including income taxes in the United States at the federal, state, and local levels, and in many other countries. Significant judgment is required in determining our worldwide provision for income taxes. In the ordinary course of our business, there are many transactions and calculations where the ultimate tax determination is uncertain. We operate in numerous countries where our income tax returns are subject to audit and adjustment by local tax authorities. Because we operate globally, the nature of the uncertain tax positions is often very complex and subject to change, and the amounts at issue can be substantial. It is inherently difficult and subjective to estimate such amounts, as we must determine the probability of various possible outcomes. We re-evaluate uncertain tax positions on a quarterly basis. This evaluation is based on factors including, but not limited to, changes in facts or circumstances, changes in tax law, effectively settled issues under audit and new audit activity. Although we believe our tax estimates are reasonable, the final determination of tax audits could be materially different from our historical income tax provisions and accruals. Our effective tax rate may change from year to year based on changes in the mix or magnitude of activities and income allocated or earned among various jurisdictions, tax laws in these jurisdictions, tax treaties between countries, our eligibility for benefits under those tax treaties, and the estimated values of deferred tax assets and liabilities, including the estimation of valuation allowances. Such changes could result in an increase or decrease in the effective tax rate applicable to all or a portion of our income or losses which would impact our profitability. We consider the undistributed capital investments in our foreign subsidiaries to be indefinitely reinvested as of December 31, ~~2024~~2025, and, accordingly, have not provided deferred taxes on any outside basis differences for most subsidiaries.

We establish reserves for our potential liability for U.S. and non-U.S. taxes, including sales, occupancy and Value Added Taxes (“VAT”), consistent with applicable accounting principles and considering all current facts and circumstances. We also establish reserves when required relating to the collection of refunds related to value-added taxes, which are subject to audit and collection risks in various countries. Historically our right to recover certain value-added tax receivables associated with our European businesses has been questioned by tax authorities. These reserves represent our best estimate of our contingent liability for taxes. The interpretation of tax laws and the determination of any potential liability under those laws are complex, and the amount of our liability may exceed our established reserves.

New tax laws, such as the One Big Beautiful Bill Act (see “Management’s Discussion and Analysis of Financial Condition and Results of Operations—Capital Resources"), statutes, rules, regulations or ordinances could be enacted at any time and existing tax laws, statutes, rules, regulations and ordinances could be interpreted, changed, modified or applied adversely to us. These events could require us to pay additional tax amounts on a prospective or retroactive basis, as well as require us to pay fees, penalties or interest for past amounts deemed to be due. New, changed, modified or newly interpreted or applied laws could also increase our compliance, operating and other costs, as well as the costs of our products and services. The ~~Organisation~~Organization for Economic Co-operation and Development (OECD) has released Model Rules for a global minimum tax rate of 15% that would apply to multinational entities. Over 140 countries have agreed to enact legislation to implement these rules, with several already enacting domestic laws to do so. In some countries where we operate the new rules ~~are~~were effective in the year ~~2024~~2025 with more expected in the year ~~2025~~2026. We are closely monitoring developments and evaluating the ~~impacts~~impact these new rules will have on our tax rate. Additionally, several countries, primarily Canada and in Europe, have ~~proposed or~~ adopted digital services taxes (“"DST”") on revenue earned by multinational companies from the provision of certain digital services, such as the use of an online marketplace, regardless of physical presence. While Canada has halted the requirement to file returns and remit payments for DST, as of December 31, 2025, the law has not been rescinded by the Parliament of Canada. Other countries continue to introduce DST proposals, which we monitor closely. We continue to evaluate the potential effects that the DST may have on our operations, cash flows and results of operations. See “Management’s Discussion and Analysis of Financial Condition and Results of Operations—Liquidity Outlook.” The future total impact of DST, including on our global operations, is uncertain, as additional countries enact a DST, and our business and financial condition could be adversely affected.

marketplace, regardless of physical presence. We continue to evaluate the potential effects that the DST may have on our operations, cash flows and results of operations. See “Management’s Discussion and Analysis of Financial Condition and Results of Operations—Liquidity Outlook.” The future total impact of DST, including on our global operations, is uncertain, as additional countries enact a DST, and our business and financial condition could be adversely affected.

Our pension plan obligations are currently unfunded, and we may have to make significant cash contributions to our plans, which could reduce the cash available for our business.

Our pension plans in the aggregate are estimated to be unfunded by $6338 million as of December 31, ~~2024~~2025. With approximately 3,~~500~~400 participants in our pension plans, we incur substantial costs relating to pension benefits, which can vary substantially as a result of changes in healthcare laws and costs, volatility in investment returns on pension plan assets and changes in discount rates used to calculate related liabilities. Our estimates of liabilities and expenses for pension benefits require the use of assumptions, including assumptions relating to the rate used to discount the future estimated liability, the rate of return on plan assets, inflation and several assumptions relating to the employee workforce (medical costs, retirement age and mortality). Actual results may differ, which may have a material adverse effect on our business, prospects, financial condition or results of operations. Future volatility and disruption in the stock markets could cause a decline in the asset values of our pension plans. In addition, a decrease in the discount rate used to determine minimum funding requirements could result in increased future contributions. If either occurs, or to avoid certain funding-based benefit restrictions, we may need to make additional pension contributions above what is currently estimated or provide security to the plan, which could reduce the cash available for our businesses.

We may not have sufficient insurance to cover our liability in pending litigation claims and future claims either due to coverage limits or as a result of insurance carriers seeking to deny coverage of such claims, which in either case could expose us to significant liabilities.

We maintain third-party insurance coverage against various liability risks, including securities, stockholders, derivative, ERISA, and product liability claims, as well as other claims that form the basis of litigation matters pending against us. We believe these insurance programs are an effective way to protect our assets against liability risks. However, the potential liabilities associated with litigation matters pending against us, or that could arise in the future, could exceed the coverage provided by such programs. In addition, our insurance carriers have in the past sought or may in the future seek to rescind or deny coverage with respect to pending claims or lawsuits, completed investigations or pending or future investigations and other legal actions against us. If we do not have sufficient coverage under our policies, or if the insurance companies are successful in rescinding or denying coverage, we may be required to make material payments in connection with third-party claims.

Defects in our products may subject us to significant warranty liabilities or product liability claims and we may have insufficient product liability insurance to pay material uninsured claims.

Our business exposes us to the risk of product liability claims that are inherent in software development. We may inadvertently create defective software or supply our customers with defective software or software components that we acquire from third parties, which could result in personal injury, property damage or other liabilities, and may result in warranty or product liability claims brought against us, our travel supplier customers or third parties. Under our customer agreements, we generally must indemnify our customers for liability arising from intellectual property infringement claims with respect to our software. These indemnifications could be significant and we may not have adequate insurance coverage to protect us against all claims. The combination of our insurance coverage, cash flows and reserves may not be adequate to satisfy product liabilities we may incur in the future. Even meritless claims could subject us to adverse publicity, hinder us from securing insurance coverage in the future, require us to incur significant legal fees, decrease demand for any products that we successfully develop, divert management’s attention, and force us to limit or forgo further development and commercialization of these products. The cost of any product liability litigation or other proceedings, even if resolved in our favor, could be substantial.

ITEM 1B. UNRESOLVED STAFF COMMENTS

Not applicable.

ITEM 1C. CYBERSECURITY

Cybersecurity Risk Management and Strategy

We recognize the importance of ~~assessing~~identifying, ~~identifying~~assessing, and managing material risks associated with cybersecurity threats. We maintain a dedicated cybersecurity risk management function, which is integrated as part of our overall enterprise risk management program. Our key cybersecurity risks include, among others, operational risks; intellectual property theft; fraud; extortion; harm to employees or customers; violation of privacy or security laws and other litigation and legal risk; remote working environments; third-party risks; technology risks and reputational risks. We have implemented several cybersecurity processes, technologies, and controls to aid in our efforts to assess, identify, and manage these risks.

To identify and assess material risks from cybersecurity threats, members of our cybersecurity risk management function, which is led by our Chief Information Security Officer ("CISO"), consider cybersecurity threats within the context of our business environment. Cybersecurity risks are managed through technological, process, and administrative controls that are designed to target the mitigation of risk to levels acceptable to the business. Risk assessment and management include processes for managing third-party cybersecurity risk. These processes provide that third-party cybersecurity risk assessments are to be performed prior to a vendor’s engagement, upon contract renewal, and as we may otherwise require. Our formal cybersecurity policy program, which includes a collection of security policies and procedures, is in place to establish requirements, standards, and security controls designed to protect Sabre's technology environment.

18We employ information technology and cybersecurity solutions that are designed to safeguard Sabre's technology environment, detect and respond to threats and help support operational resilience of our technology products. These technologies facilitate the identification of threats and vulnerabilities that may exist in the Sabre technology environment. Protective measures are employed to counter threats and mitigate risk, supporting operational resilience of our technology products. Cybersecurity solutions include cloud security posture management, workload protection, endpoint detection and response, network firewalls and intrusion detection systems, identity and access management tools, data protection technologies and logging, monitoring, and alerting tools. Accompanying these tools are various processes such as annual security education and monthly awareness training, security maturity assessments, vulnerability assessments, threat intelligence and hunting, penetration testing, and tabletop exercises to inform our professionals’ risk identification and assessment. We practice data protection techniques and processes that are designed to treat our customer data with care. We also utilize independent third-parties, consultants, and auditors to regularly assess our security program. These assessments include security maturity assessments in which third-parties assess our security program maturity against established standards and industry benchmarks, including NIST Cybersecurity Framework 2.0. We also annually engage a Qualified Security Assessor to conduct payment card industry certification on all applicable products and solutions.

managing third-party cybersecurity risk. These processes provide that third-party cybersecurity risk assessments are to be performed prior to a vendor’s engagement, upon contract renewal, and as we may otherwise require. Our formal cybersecurity policy program, which includes a collection of security policies and procedures, is in place to establish requirements, standards, and security controls designed to protect Sabre's technology environment. 19

WeOur ~~employ~~cybersecurity ~~information~~incident ~~technology~~response ~~and~~plan ~~cybersecurity~~describes ~~technologies~~the ~~that~~activities ~~are~~we ~~designed~~take to ~~protect Sabre's technology environment~~identify, detect ~~threats~~, respond to ~~threats~~ and ~~help~~recover ~~support~~from ~~operational~~cybersecurity ~~resilience~~incidents. ~~These~~This ~~technologies~~plan ~~facilitate~~includes ~~the~~processes ~~identification of threats and vulnerabilities that may exist in the Sabre technology environment. Protective measures are employed~~ to ~~counter threats and mitigate risk~~triage, ~~supporting~~assess ~~operational~~severity ~~resilience of our technology products. These tools include cloud security posture management~~for, ~~workload protection~~contain, ~~endpoint detection and response~~investigate, ~~network firewalls~~ and ~~intrusion~~remediate ~~detection~~the ~~systems~~incident, ~~identity~~as ~~and~~well ~~access management tools, data protection technologies and logging, monitoring, and alerting tools. Accompanying these tools are various processes such~~ as ~~annual security education and monthly awareness training, security maturity assessments, vulnerability assessments, threat intelligence and hunting, penetration testing, and tabletop exercises~~ to ~~inform~~provide ~~our~~appropriate ~~professionals’~~reporting ~~risk identification~~ and ~~assessment~~escalation. WeThe ~~practice~~plan ~~data protection techniques and processes that are designed to treat our customer data with care. We~~ also ~~utilize~~includes ~~third-parties,~~appropriate ~~consultants,~~procedures ~~and~~for ~~auditors~~escalating topotentially ~~regularly~~material ~~assess our~~ security ~~program.~~incidents These assessments include periodic security maturity assessments in which third-parties assess security program maturity against established standards and industry benchmarks, including NIST Cybersecurity Framework 2.0. We also annually engage a Qualified Security Assessor to ~~conduct~~our ~~payment~~disclosure ~~card~~committee ~~industry~~for ~~certification on all applicable products and solutions~~review.

~~Our~~Based ~~cybersecurity~~on ~~incident~~the ~~response~~information ~~plan~~we ~~describes~~have as of the ~~activities~~date weof ~~take~~this Annual Report on Form 10-K with respect to ~~identify,~~the ~~detect~~periods beginning with those covered by this Annual Report on Form 10-K, ~~respond~~we todo ~~and~~not ~~recover~~believe any risks from cybersecurity threats, including as a result of any previous cybersecurity incidents, ~~which~~have ~~include~~materially ~~processes~~affected or are reasonably likely to ~~triage~~materially affect us, ~~assess~~including ~~severity~~our ~~for,~~business ~~escalate~~strategy, ~~contain~~results of operations, ~~investigate~~or financial condition. We, ~~and~~like ~~remediate~~most technology companies, are the ~~incident~~target of cybercriminals who attempt to compromise our systems. We describe risks relating to cybersecurity threats, including as ~~well~~a asresult toof ~~provide~~previous ~~appropriate~~cybersecurity ~~reporting~~incidents ~~and~~in ~~escalation~~“Item 1A. ~~The~~Risk ~~program~~Factors” ~~includes~~in ~~appropriate~~this ~~activities~~Annual toReport ~~escalate~~on ~~potentially~~Form ~~material~~10-K, ~~security~~under the headings “Our success depends on maintaining the integrity of our systems and infrastructure, which may suffer from failures, capacity constraints, business interruptions and forces outside of our control.” and “Security incidents expose us to liability and could damage our ~~disclosure~~reputation ~~committee~~and ~~for~~our ~~review~~business. ”

Based on the information we have as of the date of this Annual Report with respect to the periods beginning with those covered by this Annual Report, we do not believe any risks from cybersecurity threats, including as a result of any previous cybersecurity incidents, have materially affected or are reasonably likely to materially affect us, including our business strategy, results of operations, or financial condition. We, like most technology companies, are the target of cybercriminals who attempt to compromise our systems. We describe risks relating to cybersecurity threats, including as a result of previous cybersecurity incidents in “Item 1A. Risk Factors” in this Annual Report on Form 10-K, under the headings “Our success depends on maintaining the integrity of our systems and infrastructure, which may suffer from failures, capacity constraints, business interruptions and forces outside our control.” and “Security incidents expose us to liability and could damage our reputation and our business.”

Cybersecurity Governance

The Audit Committee of our Board of Directors has oversight authority to review our program and plans tofor ~~mitigate~~mitigating cybersecurity risk. At least quarterly, the Audit Committee receives an overview from management of our cybersecurity threat risk management and strategy processes covering topics such as data security posture, results from third-party assessments, progress towards risk-management-related goals, our incident response plan, and potentially material cybersecurity threat risks or incidents and developments, as well as the steps management has taken to respond to these risks. In such sessions, the Audit Committee generally receives materials including a cybersecurity risk profile scorecard and other materials indicating current and emerging cybersecurity threat risks, and describing the company’s ability to mitigate those risks, and discusses such matters with our Chief Information Officer, our CISO, and our Data Privacy Officer. Members of the Audit Committee are also encouraged to regularly engage in ad hoc conversations with management on cybersecurity-related news events and discuss any updates to our cybersecurity risk management and strategy programs. Cybersecurity risks are also considered during separate Audit Committee, Technology Committee and Board of Directors meeting discussions of matters such as enterprise risk management, the annual planning process, our technology transformation, corporate development activity, and other relevant matters.

We also maintain a Cybersecurity Governance Committee, led by our CISO and comprised of senior cross-functional leaders including product, development, operational, and corporate business leaders. The committee oversees our cybersecurity risk management and strategy processes, which are discussed above. Our CISO has over 25 years of prior work experience in various roles involving managing cybersecurity risk, developing cybersecurity strategy, implementing effective information and cybersecurity programs and leading information technology and cybersecurity teams. He graduated with a Bachelor of Science and Master of Science Degree in Electrical Engineering as well as three additional master’s degrees, including a Master of Business Administration, and he is a Certified Information Systems Security Professional (ISC2) as well as a Certified Chief Information Security Officer (EC Council).

Members of management are informed about and monitor the prevention, mitigation, detection, and remediation of cybersecurity incidents through their management of, and participation in, the cybersecurity risk management and strategy processes described above, including the operation of our incident response plan. As discussed above, the Audit Committee has oversight authority and receives reports regarding cybersecurity threat risks, as well as other cybersecurity related matters, on at least a quarterly basis.

ITEM 2. PROPERTIES

As a company with global operations, we operate in many countries with a variety of sales, administrative, product development and customer service roles provided in these offices.

19Americas: As of December 31, 2025, our corporate headquarters and domestic operations are located in Southlake, Texas. There are two additional offices in North America and four offices across Latin America that serve in various sales, administration, software development and customer service capacities. All of these offices are leased.

~~Americas~~EMEA: AsWe ofmaintain ~~December 31,~~our ~~2024,~~regional ~~our~~headquarters ~~corporate~~for ~~and~~Europe, ~~business~~the ~~unit~~Middle ~~headquarters~~East, and ~~domestic~~Africa ~~operations~~("EMEA") ~~are located~~ in ~~Southlake~~Richmond, ~~Texas~~United Kingdom. There are ~~five~~24 additional offices across ~~North~~EMEA ~~America and three offices across Latin America~~ that serve in various sales, administration, software development and customer service capacities ~~for all our business segments~~. All of these offices are leased.

~~EMEA~~APAC: We maintain our APAC regional operations headquarters ~~for Europe, the Middle East, and Africa ("EMEA")~~ in ~~Richmond, United Kingdom~~Singapore. There are 2716 additional offices across ~~EMEA~~APAC that serve in various sales, administration, software development and customer service capacities. All of these offices are leased.

APAC: We maintain our APAC regional operations headquarters in Singapore. There are 18 additional offices across APAC that serve in various sales, administration, software development and customer service capacities. All of these offices are leased.

ITEM 3. LEGAL PROCEEDINGS

The Company and its subsidiaries are from time to time engaged in routine legal proceedings incidental to our business. For a description of our material legal proceedings, see Note 18. Commitments and Contingencies, to our consolidated financial statements included in Item 8 of this Annual Report on Form 10-K, which is incorporated herein by reference. While certain legal proceedings and related indemnification obligations to which we are a party specify the amounts claimed, these claims 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 required 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. See “Risk Factors —"We are involved in various legal proceedings which may cause us to incur significant fees, costs and expenses and may result in unfavorable outcomes.”

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

ITEM 4. MINE SAFETY DISCLOSURES

Not applicable.

2021

INFORMATION ABOUT OUR EXECUTIVE OFFICERS

The names and ages of our executive officers as of February 2018, ~~2025~~2026, together with certain biographical information, are as follows:

Name

Age

Position

Kurt Ekert

5455

Chief Executive Officer and President

Rochelle Boas

5152

Executive Vice President and Chief Legal Officer

Jennifer Catto

4950

Executive Vice President and Chief Marketing Officer

Joe DiFonzo

5960

Executive Vice President and Chief Information Officer

Roshan Mendis

5253

Executive Vice President and Chief Commercial Officer~~, Travel Solutions~~

Michael Randolfi

5253

Executive Vice President and Chief Financial Officer

Shawn Williams

5253

Executive Vice President and Chief Administrative Officer

Scott Wilson

Executive Vice President, Sabre and President, Hospitality Solutions

Garry Wiseman

Executive Vice President and Chief Product and Technology Officer

Garry Wiseman

Executive Vice President and Chief Product and Technology Officer, Travel Solutions

Kurt Ekert has served as Chief Executive Officer and President of Sabre since April 2023. Prior to his election as Chief Executive Officer, Mr. Ekert served as President of Sabre since January 2022. Prior to joining Sabre, Mr. Ekert served as President and Chief Executive Officer of Carlson Worldwide Travel (CWT) from 2016 to 2021. Sabre has an agreement with CWT pursuant to which Sabre provides CWT with access to its GDS and pays incentive fees to CWT, and CWT purchases certain products from Sabre. From 2010 to 2015, he served as Executive Vice President and Chief Commercial Officer of Travelport Worldwide Ltd., a distribution services provider for the global travel industry, and from 2006 to 2010, he served as Chief Operating Officer of Gulliver’s Travel Associates (GTA), a division of Travelport. From 2002 to 2006, he served in executive roles of increasing responsibility at Cendant (at then Cendant subsidiaries Travelport and Orbitz Worldwide). Prior to joining Cendant, Mr. Ekert’s experience in the travel industry included a number of senior finance roles at Continental Airlines. He also served four years as an active duty officer in the US Army. Mr. Ekert serves as a director of Passur Aerospace, Inc., a business intelligence company, and a director of ZYTLYN. He previously was Chairman of the US Department of Commerce Travel & Tourism Advisory Board, as well as a director for each of eNett, Carlson Travel Inc., the World Travel & Tourism Council, and the UNGA Global Partnership to End Violence Against Children.

Rochelle Boas is Executive Vice President and Chief Legal Officer. Prior to joining Sabre in 2024, Ms. Boas served from 2023 to 2024 as General Counsel and Corporate Secretary of Octus (formerly, Reorg Research, Inc.), a leading provider of intelligence, data and workflow for the global credit markets. From 2021 to 2023, she served as General Counsel and Corporate Secretary of LeafLink, Inc., a leading unified wholesale platform designed specifically for the licensed cannabis industry. From 2006 to 2020, she served in various roles, including Senior Vice President, Deputy General Counsel and Corporate Secretary, in the Legal Department of Travelport Worldwide Limited, a travel technology company.

Jennifer Catto is Executive Vice President and Chief Marketing Officer. Prior to joining Sabre in 2025, Ms. Catto served as Chief Marketing Officer and Interim Product Officer at Travelport Worldwide Limited, a travel technology company, since 2024. From 2016 to 2020, she served as Chief Marketing Officer at Telaria, a computer software platform company. From 2015 to 2016, Ms. Catto was SVP, Integrated Marketing, of Evolve Media, LLC, a digital media company. Prior to that, she served in various roles at Travelocity, Conde Nast, and SAY.

Joe DiFonzo is Executive Vice President and Chief lnformation Officer. Prior to becoming Executive Vice President, he served as Senior Vice President and Chief Information Officer from July 2017 to 2023. Prior to joining Sabre, he served as both Chief Technology Officer and CIO at Syniverse, a global provider of communication and information services for mobile network operators. He previously spent 20 years at Convergys/Cincinnati Bell Information Systems, as corporate product line architect and leading multiple product development teams for the telecom industry. Mr. DiFonzo holds a bachelor's degree in computer science from the University of Central Florida.

Roshan Mendis has served as Executive Vice President and Chief Commercial Officer, ~~Travel Solutions~~ since 2020. Mr. Mendis previously served as Chief Commercial Officer for the Travel Network business from 2018 to 2020, and prior to that served as Senior Vice President of International Markets for Sabre from 2017 to 2018. From 2015 to 2017, Mr. Mendis served as Senior Vice President of Asia Pacific for Sabre. Mr. Mendis has also served as President of Travelocity and Zuji, consumer-facing brands that were part of the Sabre portfolio. He completed his undergraduate studies at Chaminade University of Honolulu and University of Cambridge (UK) and later earned his MBA at the Rice University.

Michael Randolfi is Executive Vice President and Chief Financial Officer. Prior to joining Sabre in 2022, Mr. Randolfi served as Chief Financial Officer of BFA Industries, a beauty subscription business, from April 2021 until August 2022. From August 2019 through April 2021, he served as Senior Vice President and Chief Financial Officer of Adtalem Global Education Inc., a workforce solutions provider. Prior to joining Adtalem, Mr. Randolfi served as the Chief Financial Officer of Groupon, Inc. from April 2016 to August 2019. Prior to Groupon, Mr. Randolfi served as Chief Financial Officer of Orbitz Worldwide, Inc. from March 2013 until November 2015 (when he departed following its acquisition by Expedia, Inc.). Prior to Orbitz, Mr. Randolfi spent fourteen years with Delta Airlines in a variety of executive financial roles culminating in Senior Vice President and Controller. Mr. Randolfi received a Master of Business Administration from Emory University and his Bachelor of Arts degree from the University of South Florida.

Randolfi received a Master of Business Administration from Emory University and his Bachelor of Arts degree from the University of South Florida.

Shawn Williams has served as Executive Vice President and Chief Administrative Officer since 2024. Mr. Williams previously served as Executive Vice President and Chief People Officer from 2020 to 2024. Prior to joining Sabre in 2020, Mr. Williams served as Chief Human Resources Officer of Scientific Games, a global technology gaming company, from 2017 to 2020. From 2016 to 2017, he served as Senior Vice President and Chief Administrative Officer of LeEco Holdings North America, a consumer electronics business. Mr. Williams served as Senior Vice President and Chief Administrative Officer of Samsung Electronics America, an electronics and telecommunications company. He holds a bachelor’s degree in business administration from the University of Houston.

Scott Wilson is Executive Vice President and President, Hospitality Solutions. Prior to joining Sabre in September 2020, Mr. Wilson served as Executive Vice President and Chief Commercial Officer of Great Wolf Resorts, the largest family of indoor water park resorts in North America, since 2017. While there, he was responsible for a number of areas of Great Wolf’s business, including sales, marketing, digital, revenue management, data and analytics, contact centers, and merchandising. From 2010 to 2017, Mr. Wilson served as Vice President, e-Commerce and Merchandising, at United Airlines, Inc. one of the largest global airlines. In addition to e-commerce and merchandising functions, he was also responsible for distribution and commercial analytics. From 2007 to 2010, Mr. Wilson was Vice President, Digital Marketing, at Marriott International, Inc. with responsibility for all performance and social media marketing across Marriott’s full portfolio of brands. Prior to that, he held digital, marketing, and strategy leadership roles at BCG, America Online, Netscape, and American Airlines. Mr. Wilson is a current board member of Alliant Credit Union. Mr. Wilson received a Master of Science in Industrial Engineering (MBA) from Carnegie Mellon University and his Bachelor of Arts degree from the University of California, Berkeley.

Garry Wiseman has served as Executive Vice President and Chief Product and Technology Officer, Travel Solutions since 2023. Mr. Wiseman previously served as Executive Vice President and Chief Product Officer from 2022 to 2023. Prior to joining Sabre in 2022, Mr. Wiseman served as Senior Vice President and Chief Digital Officer of Nautilus, Inc., a global leader in innovative home fitness solutions, from October 2020 to 2022. From 2017 to 2020, he served as Senior Vice President of Digital Customer Experience for Dell Technologies Inc., a technology company, and from 2014 to 2017, he served as Vice President – Product Management at salesforce.com, inc., a leader in customer management technology.

Garry Wiseman has served as Executive Vice President and Chief Product and Technology Officer since 2023. Mr. Wiseman previously served as Executive Vice President and Chief Product Officer from 2022 to 2023. Prior to joining Sabre in 2022, Mr. Wiseman served as Senior Vice President and Chief Digital Officer of Nautilus, Inc., a global leader in innovative home fitness solutions, from October 2020 to 2022. From 2017 to 2020, he served as Senior Vice President of Digital Customer Experience for Dell Technologies Inc., a technology company, and from 2014 to 2017, he served as Vice President – Product Management at salesforce.com, inc., a leader in customer management technology.

PART II

ITEM 5. MARKET FOR REGISTRANT’S COMMON EQUITY, RELATED STOCKHOLDER MATTERS AND ISSUER PURCHASES OF EQUITY SECURITIES

Our common stock is listed on the NASDAQ Global Select Market under the symbol “SABR.” As of February 1410, ~~2025~~2026, there were 9597 stockholders of record of our common stock. There were no shares repurchased during the year ended December 31, ~~2024~~2025. See Item 7, "Management's Discussion and Analysis of Financial Condition and Results of Operations—Liquidity and Capital Resources—Recent Events Impacting Our Liquidity and Capital Resources—Share Repurchase Program."

Stock Performance Graph

The following graph shows a comparison from December 31, ~~2019~~2020 through December 31, ~~2024~~2025 of the cumulative total return for our common stock, the Nasdaq Composite Index ("NASDAQ Composite"), the Standard & Poor's 500 Stock Index ("S&P 500") and the Standard & Poor's Software and Services Index ("S&P 500/Software & Services") (collectively, the "Indices"). The graph assumes that $100 was invested at the market close on December 31, ~~2019~~2020 in the common stock of Sabre Corporation and the Indices as well as reinvestments of dividends. The stock price performance of the following graph is not necessarily indicative of future stock price performance.

The stock performance graph shall not be deemed “soliciting material” or to be “filed” with the SEC, nor shall such information be incorporated by reference into any future filing by us under the Securities Act or the Exchange Act, except to the extent that we specifically incorporate the graph by reference in such filing.

ITEM 6. [Reserved]

2324

ITEM 7. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

The following discussion and analysis should be read in conjunction with our consolidated financial statements and related notes included in Item 8 of this Annual Report on Form 10-K.

Overview

At Sabre, we make travel happen. We are a global technology company that ~~operates~~provides ~~our~~a ~~business and presents our results through two business segments: (i) Travel Solutions, our~~ global business-to-business travel marketplace for travel suppliers and travel buyers, including a broad portfolio of software technology products and solutions for airlines,. ~~and~~With ~~(ii)~~the disposition of our Hospitality Solutions business during 2025, anwe ~~extensive~~manage ~~suite~~and ofreport ~~leading~~our ~~software~~business ~~solutions~~in ~~for~~one ~~hoteliers.~~reportable segment that constitutes our consolidated results.

A significant portion of our revenue is generated through transaction-based fees that we charge to our customers. ~~For~~We ~~Travel Solutions, we~~ generate revenue from our distribution activities through transaction fees for bookings on our GDS, ~~and~~as ~~from~~well ~~our~~as ITproduct ~~solutions~~revenue ~~through~~from ~~recurring~~agency ~~usage-based~~solutions ~~fees~~offerings ~~for~~such ~~the~~as ~~use~~payments ~~of our SaaS~~ and ~~hosted systems~~media, ~~as well as upfront fees~~ and ~~professional~~from ~~services~~our ~~fees.~~IT ~~For~~solutions ~~Hospitality~~through ~~Solutions, we generate revenue from~~ recurring usage-based fees for the use of our SaaS and hosted systems, as well as upfront fees and professional services fees. Items that are not allocated to our business segments are identified as corporate and primarily include stock-based compensation expense, litigation costs, corporate headcount-related costs and other items that are not identifiable with either of our segments.

Recent Developments Affecting our Results of Operations

~~The~~Travel ~~travel~~Industry ~~ecosystem has shifted over the past few years, resulting in the changing needs of our airline, hotel~~ and ~~agency~~Liquidity customers, for which we have established strategic priorities with the goal of achieving sustainable long-term growth. Recent industry air distribution volume growth has generally leveled-off, which may continue into the future and could impact our rate of growth. In 2024, we have experienced some year-on-year bookings growth due to some overall industry growth as well as implementation of certain commercial wins from our strategic priorities. Passengers boarded for IT solutions has been negatively impacted by prior customer de-migrations, which has been partially offset by customer growth.Outlook

~~During~~The ~~the~~travel ~~second~~ecosystem ~~quarter~~has ofshifted ~~2023,~~over wethe ~~announced~~past ~~and~~few ~~began~~years, toresulting ~~implement~~in athe ~~cost~~changing ~~reduction~~needs ~~plan~~of ~~designed to reposition~~ our ~~business~~airline, hotel and ~~structurally~~agency ~~reduce~~customers, ~~our~~for ~~cost~~which ~~base. As a result of this cost reduction plan,~~ we ~~incurred~~have ~~restructuring~~established ~~costs~~strategic ~~beginning~~priorities inwith the ~~second~~goal ~~quarter~~ of ~~2023~~achieving ~~associated~~sustainable ~~with~~long-term ~~our workforce~~growth. ~~Since~~Recent ~~the~~industry ~~second~~air ~~quarter~~distribution ofvolume ~~2023,~~growth wehas ~~have~~generally ~~incurred~~leveled ~~costs~~off, ofwhich ~~$83 million~~may incontinue ~~connection~~into ~~with~~the ~~this~~future ~~business~~and ~~plan,~~could ~~within~~impact our ~~consolidated~~rate ~~statement~~ of ~~operations~~growth. WePassengers doboarded ~~not~~for ~~expect~~IT ~~additional~~solutions ~~restructuring~~has ~~charges~~been ~~associated~~negatively ~~with~~impacted ~~these~~by ~~activities~~de-migrations tofrom becarriers ~~significant~~who asde-migrated ~~all~~prior ~~activities~~to ~~associated~~2024; ~~with~~however, ~~this~~beginning ~~plan~~in ~~are~~the ~~substantially~~second ~~complete~~half as of ~~December 31~~2025, following ~~2024.~~the Weanniversary ~~have~~of ~~realized~~the aimpact ~~significant~~of ~~portion~~these ofde-migrations ~~the~~on ~~expected~~our ~~benefits~~revenue, ofrevenue ~~$200 million~~for inIT ~~our~~solutions ~~results~~has ofleveled-off ~~operations~~relative ~~during~~to ~~2024~~prior year amounts.

We believe that we have resources to sufficiently fund our liquidity requirements over at least the next twelve months, including the aggregate payment of approximately $~~231~~248 million of principal due ator ~~maturity~~committed to be redeemed early under our current debt facilities; however, given the uncertain economic environment and the leveling off of industry air distribution volume growth, we will continue to monitor our liquidity levels and take additional steps should we determine they are necessary. See “—Recent Events Impacting Our Liquidity and Capital Resources” and “—Senior Secured Credit Facilities.”

InWe ~~August~~have ~~2022,~~announced that we ~~completed~~are ~~the~~implementing ~~acquisition of Conferma Limited ("Conferma"),~~ a ~~virtual~~program ~~payments~~in ~~technology company~~2026, designed to ~~expand~~offset ~~our~~normal ~~investment~~inflationary inpressures ~~technology~~over ~~for~~ the ~~payments~~next ~~ecosystem~~two into ~~the~~three ~~travel~~years, ~~industry.~~with Wethe ~~acquired~~goal ~~all~~ of ~~the~~keeping ~~outstanding~~technology ~~stock~~costs and ~~ownership interest of Conferma~~selling, ~~for~~general ~~net cash considerations of $62 million~~ and ~~conversion~~administrative ofcosts arelatively ~~pre-existing~~flat ~~loan~~when ~~receivable~~compared ~~into~~to ~~share capital~~2025. WeIn ~~have~~connection ~~consolidated~~with ~~the~~these ~~results~~efforts, ofwe ~~Conferma~~accrued ~~from~~a ~~the~~restructuring ~~date~~charge of ~~acquisition~~$51 million ~~into~~within our ~~Travel~~consolidated ~~Solutions~~statement ~~segment,~~of ~~which~~operations ~~did~~during ~~not~~the ~~have~~year aended ~~material~~December ~~impact~~31, on2025, ~~our~~primarily ~~results~~associated ofwith ~~operations~~our workforce. InWe ~~February~~expect ~~2023,~~to werecord ~~sold~~additional ~~19%~~restructuring ofcharges ~~the~~associated ~~share~~with ~~capital~~these ofactivities ~~the~~in ~~direct~~2026 ~~parent~~and ~~company~~currently ofestimate ~~Conferma~~the tototal acosts ~~third~~to ~~party~~be ~~for~~approximately ~~proceeds of~~ $1665 million, ~~resulting~~primarily inassociated awith ~~non-controlling~~our ~~interest from that date~~workforce.

InSale ~~May 2022, we acquired 8 million shares~~ of ~~Class~~Hospitality ASolutions ~~Common Stock, par value of $0.0001 per share, of Global~~ Business Travel Group, Inc.(“GBT”) for an aggregate purchase price of $80 million. In the third quarter of 2024, we sold all 8 million shares of our investment for $55 million and recognized a net gain of $3 million for the year ended December 31, 2024. See Note 12. Fair Value Measurements for further details.

On ~~February~~April 2827, ~~2022~~2025, we ~~sold~~entered ~~our~~into ~~suite~~a ofdefinitive ~~flight~~agreement ~~and~~with ~~crew~~an ~~management~~affiliate ~~and~~of ~~optimization~~TPG ~~solutions,~~(the “Buyer") pursuant to which ~~represented~~the Buyer agreed to purchase our ~~AirCentre~~Hospitality ~~airline~~Solutions ~~operations~~business, ~~portfolio~~an ~~within~~extensive ~~Travel~~suite ~~Solution’s~~of ITleading ~~Solutions~~software solutions for hoteliers. WeOn ~~sold~~July 3, 2025, we closed the ~~AirCentre~~transaction ~~product~~(the ~~portfolio,~~“Hospitality ~~related~~Solutions ~~technology~~Sale”), ~~and~~resulting ~~intellectual~~in ~~property~~cash ~~for~~proceeds of $~~392~~965 million, net, which was used primarily to repay our outstanding indebtedness. See "Liquidity and ~~recorded~~Capital aResources—Capital ~~pre-tax~~Resources." ~~gain~~Cash onproceeds ~~sale~~are net of ~~approximately~~estimated ~~$180 million~~taxes ~~(after-tax~~and ~~$112 million)~~fees, incash ~~Other~~acquired by the Buyer and customary closing adjustments. The assets and liabilities associated with the Hospitality Solutions business are presented as discontinued operations on our consolidated balance sheet as of December 31, ~~net~~2024, inand the operating results of our Hospitality Solutions business are presented as discontinued operations on 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 ~~year~~requirements ~~ended~~to ~~December~~be 31presented as discontinued operations. In addition to the sale agreement described above, ~~2022~~we entered into transition services agreements with the Buyer, under which we are providing transition services to help provide for an orderly transition and facilitate the ongoing operations of the Hospitality Solutions business following the close in return for compensation from the Buyer with respect to costs incurred. Additionally, at the time of sale, Hospitality Solutions entered into certain long-term agreements with us to continue to utilize our GDS for bookings which generates revenue for us. See Note 3. ~~Acquisitions~~Discontinued Operations and Dispositions to our consolidated financial statements for further details. All amounts reference results from continuing operations unless otherwise indicated.

2425

Factors Affecting our Results

In addition to the "—Recent Developments Affecting our Results of Operations" above, the following is a discussion of other trends that we believe are additional significant opportunities and challenges currently impacting our business and industry. The discussion also includes management’s assessment of the effects these trends have had and are expected to have on our results of continuing operations. This information is not an exhaustive list of all of the factors that could affect our results and should be read in conjunction with the factors referred to in the sections entitled “Risk Factors,” “Forward-Looking Statements,” and "—Recent Developments Affecting our Results of Operations" included elsewhere in this Annual Report on Form 10-K.

Continued focus by travel suppliers on distribution methods and cost cutting

Changes in how airlines choose to distribute their content and pricing pressure during contract renegotiations may continue to subject our business to challenges. Travel suppliers continue to look for ways to decrease their costs and to increase their control over distribution. For example, certain travel suppliers have exerted influence on travel agencies with surcharges on bookings that are made through indirect channels, such as our GDS and/or have withheld ancillary fees data from their content available in our GDS. Additionally, the pricing strategy in some global regions for NDC bookings differs from historical patterns, which may impact our revenue growth, as well as incentive consideration, as the number of relative NDC bookings increase over the next few years. These changes may adversely affect our ~~Travel Solutions~~ contract renegotiations with suppliers that use alternative distribution channels. See "Risk Factors—Our ~~Travel Solutions~~ business is exposed to pricing pressure from travel suppliers." and "—Our travel supplier customers may experience financial instability or consolidation, pursue cost reductions, change their distribution model or undergo other changes."

These items have impacted ~~the~~our revenue ~~of Travel Solutions~~, ~~which~~as ~~recognizes~~we recognize revenue for airline ticket sales based on transaction volumes. Simultaneously, this focus on cost cutting and alternative distribution has also presented opportunities ~~for Travel Solutions~~. Many airlines have turned to outside providers for key systems, process and industry expertise and other products that assist in their cost cutting initiatives in order to focus on their primary revenue generating activities. In 2024, we launched SabreMosaicTM Airline Technology, a proprietary offer and order retailing platform for airlines that enables airlines to dynamically create, sell and deliver an array of personalized content to travelers. We are investing resources in developing this product; we believe that it is in the early stages in its growth cycle, and we expect that it will impact our revenue in future years.

~~Technology~~Increasing ~~transformation~~travel ~~and~~agency ~~investments~~incentive in modernizing our architecture During 2024, the benefits from our technology transformation materialized within our Technology costs as year-over-year cost reductions, and we expect that benefit to continue into 2025 and beyond. Although we have finalized our re-platforming goals regarding open source and cloud-based solutions during 2024 within the technology transformation program, we plan to continue to focus on modernizing our systems over the next several years with continuous investment. Our technology transformation has provided us the framework and infrastructure for a more secure and stable architecture for our customers, leading to new revenue opportunities, reducing our cost structure and helping to improve sales of our software solutions. In 2025, we expect total capital expenditures to total approximately $85 million, primarily associated with capitalized software. The cost of our technology transformation is included within technology costs in our results of operations.consideration

WeTravel ~~expect~~agency toincentive ~~continue~~consideration tois ~~benefit~~a ~~from~~large ~~higher~~portion ~~margins~~of inour ~~2025~~expenses. ~~than~~The ~~would~~vast ~~have~~majority ~~been~~of ~~realized~~incentive ~~had~~consideration weis ~~not~~tied ~~undertaken~~to ~~our~~absolute ~~technology~~booking ~~transformation~~volumes ~~efforts~~based on transactions such as weflight ~~believe~~segments booked. Incentive consideration, which often increases once a certain volume or percentage of bookings is met, is provided in two ways, according to the ~~technology~~terms ~~transformation~~of ~~has~~the agreement: (i) on a periodic basis over the term of the contract and ~~will~~(ii) ~~help~~in ~~enable~~some usinstances, toup ~~avoid~~front ~~capital~~at ~~expenditures~~the ~~that~~inception ~~would~~or ~~have~~modification ~~otherwise~~of ~~been~~contracts, ~~required~~which ~~while~~is ~~also~~capitalized ~~yielding~~and ~~lower~~amortized ~~cloud~~over ~~infrastructure~~the ~~costs~~expected life of the contract.

In 2024 and 2025, consideration on a per booking basis increased as volumes reached and exceeded volume or percentage thresholds, which we expect to continue in 2026. In addition, increased consolidation among travel agencies and TMCs, which may ultimately reduce the pool of travel agencies that subscribe to GDSs, has and may in the future impact our future rate per booking. We compete with other GDSs and other competitors for their business by offering competitive upfront incentive consideration, which, due to the strong bargaining power of these large travel buyers, tend to increase in each round of contract renewals. See "Risk Factors—Our business depends on relationships with travel buyers." We remain focused on managing incentive consideration and expect growth in the near term. Although incentive rate increases may continue to impact margins, we expect these increases to be offset by growth in revenue. This expectation is based in part on anticipated increases in international travel, which would favorably impact our revenue rates, along with our continuing to offer value added services and content to travel buyers, such as the Sabre Red Workspace, a SaaS product that provides a simplified interface and enhanced travel agency workflow and productivity tools.

Geographic mix of travel bookings and recent events impacting revenue

The revenue recognized by our ~~Travel Solutions~~ business is affected by the mix between domestic and international travel reservation bookings and the related varying rates paid by airline suppliers. Due to our geographic concentration, our results of operations are particularly sensitive to factors affecting North America. For example, booking fees per transaction in North America have ~~traditionally~~historically been lower than those in Europe. As we continue to invest in our technology and expand ~~the~~our ~~travel~~ content and ~~functionality~~product ~~available in our GDS~~functionality, we anticipate that we will continue to grow global share. We invest for sustainable share growth, and in certain parts of APAC and Latin America, our share may be impacted by travel agency commercial arrangements we have declined to pursue due to credit risk and unfavorable economics. The geographic mix of our Direct Billable Bookings is summarized below.

	Year Ended December 31,
	2024		2023
Direct Billable Bookings (1):
North America	56	%	55	%
EMEA	16	%	17	%
APAC	20	%	19	%
Latin America	8	%	9	%
Total	100	%	100	%

The geographic mix of our Direct Billable Bookings is summarized below. North America has increased as a percentage of the total primarily due to growth from new travel agency customers in the region.


	Year Ended December 31,
	2025		2024

Direct Billable Bookings (1):
North America	58	%	56	%
EMEA	16	%	16	%
APAC	19	%	20	%
Latin America	7	%	8	%
Total	100	%	100	%

___________________________

(1) “Direct Billable Bookings” is the primary metric utilized ~~by Travel Solutions~~ to measure operating performance and includes bookings made through our GDS and through our equity method partners in cases where we are paid directly by the travel supplier.

25Increasing interest rates and interest expense and restrictions on ability to refinance existing debt

InDuring ~~March~~2024 ~~2022~~and 2025, we ~~terminated~~refinanced portions of our ~~distribution~~debt ~~agreement~~which ~~with~~resulted ain ~~Travel~~higher ~~Solutions~~interest ~~customer~~rates ~~located~~than in ~~Russia~~prior ~~which~~years, ~~impacted~~increasing ~~our~~current ~~revenue~~and infuture ~~2022~~interest expense. InWe ~~August~~may ~~2022,~~decide ~~Russia~~to ~~adopted~~further ~~legislation~~refinance ~~and~~portions ~~related~~of ~~regulations~~our ~~that,~~debt ~~effective~~in ~~October~~2026 30and 2027 which, ~~2022~~at current interest rates, ~~require~~could ~~activities~~additionally ~~related~~negatively impact our interest expense. Although interest rates have decreased recently in response to ~~the~~easing ~~development~~monetary policy, ~~creation~~they ~~and~~continue ~~operation~~to ofremain ~~automated~~volatile, ~~information~~which ~~systems~~could ~~for~~drive ~~processing~~higher ~~domestic~~funding ~~air~~costs. ~~transportation~~Currently ~~within~~approximately ~~the~~10% ~~Russian~~of ~~Federation~~our todebt, benet ~~owned~~of cash and ~~operated~~hedging byimpacts ~~Russian~~from ~~residents~~interest orrates ~~legal~~swaps, ~~entities~~is ~~with~~variable noand ~~updates~~impacted ~~from~~by orchanges ~~connection~~in ~~with~~interest ~~systems abroad~~rates. AIn ~~Travel~~addition, ~~Solutions~~global ~~customer~~capital ofmarkets ~~these~~experienced ~~types~~sustained ofvolatility ~~services~~throughout ~~located~~2025, driven by escalating geopolitical conflicts—including the prolonged war in ~~Russia~~Ukraine ~~ceased~~and ~~using~~renewed ~~our~~Middle ~~systems~~East onhostilities—rising ~~that~~trade ~~date.~~frictions ~~This~~and ~~legislation~~tariff related disruptions, and ~~these~~continued ~~regulations~~ambiguity ~~have~~regarding ~~prohibited~~inflation trends and the future path of U.S. monetary policy. This volatility could impact our ability to ~~provide~~execute ~~these~~future ~~services~~refinancings. inSee ~~Russia~~“Risk Factors—We are exposed to interest rate fluctuations and “—We have a significant amount of indebtedness, which ~~has~~could ~~negatively~~adversely ~~impacted~~affect our ~~revenue~~cash flow and ~~results~~our ability to operate our business and to fulfill our obligations under our indebtedness."

Increasing interest rates and interest expense

The global capital markets experienced periods of volatility throughout 2023 and 2024 in response to geopolitical conflict, changes in the rate of inflation, and uncertainty regarding the path of U.S. monetary policy. During 2023 and 2024, we refinanced portions of our debt which resulted in interest rates higher than prior years, increasing current and future interest expense. We may decide to further refinance portions of our debt in 2025 and 2026 which, at current interest rates, could negatively impact our interest expense. Although interest rates have decreased recently in response to easing monetary policy, they continue to remain volatile, which could drive higher funding costs. Currently approximately 47% of our debt, net of cash and hedging impacts from interest rates swaps, is variable and impacted by changes in interest rates. Excluding the impact of the Senior Secured Term Loan due in 2028, approximately 27% of our debt is variable. See “Risk Factors—We are exposed to interest rate fluctuations.

Increasing travel agency incentive consideration

Travel agency incentive consideration is a large portion of Travel Solutions expenses. The vast majority of incentive consideration is tied to absolute booking volumes based on transactions such as flight segments booked. Incentive consideration, which often increases once a certain volume or percentage of bookings is met, is provided in two ways, according to the terms of the agreement: (i) on a periodic basis over the term of the contract and (ii) in some instances, up front at the inception or modification of contracts, which is capitalized and amortized over the expected life of the contract.

In 2023 and 2024, consideration on a per booking basis increased as volumes reached and exceeded volume or percentage thresholds, which we expect to continue in 2025. We remain focused on managing incentive consideration and expect growth in the near term. Although incentive rate increases may continue to impact margins, we expect these increases to be offset by growth in Travel Solutions revenue. This expectation is based in part on anticipated increases in international travel, which would favorably impact our revenue rates, along with our continuing to offer value added services and content to travel buyers, such as the Sabre Red Workspace, a SaaS product that provides a simplified interface and enhanced travel agency workflow and productivity tools.

Importance of LCC/hybrids

LCC/hybrids are a significant segment of the air travel industry and have traditionally relied on direct distribution for the majority of their bookings. However, as these LCC/hybrids are evolving, many are increasing their distribution through indirect channels to expand their offering into higher yield markets and to higher yield customers, such as business and international travelers. Other LCC/hybrids, especially start up carriers, may choose not to distribute through the GDS until wider distribution is desired. We expect to make additional investments to address the LCC space and continue to grow upmarket with a more competitive offering.

Shift to SaaS and hosted solutions by airlines and hotels to manage their daily operations

Historically, large travel suppliers built custom in-house software and applications for their business process needs. In response to a desire for more flexible systems given increasingly complex and constantly changing technological requirements, reduced IT budgets and increased focus on cost efficiency, many travel suppliers turned to third party solutions providers for many of their key technologies. We believe that significant revenue opportunity remains in this outsourcing trend, as legacy in-house systems continue to migrate and upgrade to third party systems. However, under the SaaS and hosted solutions revenue model, revenue recognition may be delayed due to longer implementation schedules for larger suppliers. The SaaS and hosted models’ centralized deployment also allows us to save time and money by reducing maintenance and implementation tasks and lowering operating costs.

Growing demand for continued technology improvements in the fragmented hotel industry

Most of the hospitality industry is highly fragmented. Independent hotels and small to medium sized chains (groups of less than 300 properties) comprise a majority of hotel properties and available hotel rooms, with global and regional chains comprising the balance. Hotels use a number of different technology systems to distribute and market their products and operate efficiently. We offer technology solutions to all segments of the hospitality industry. Our SynXis Central Reservation System integrates critical hospitality systems to optimize distribution, operations, retailing and guest experience via one scalable, flexible and intelligent platform. As these markets grow, we believe both independent and enterprise hotel owners and operators will continue to seek increased connectivity and integrated solutions to ensure access to global travelers. We anticipate that this will contribute to the continued growth of Hospitality Solutions, which is ultimately dependent upon these hoteliers accepting and utilizing our products and services.

Components of Revenues and Expenses

Revenues

~~Travel~~We ~~Solutions~~generate ~~generates~~revenue ~~revenues~~ from distribution activities through direct billable bookings processed on our GDS, adjusted for estimated cancellations of those bookings. ~~Travel~~Distribution ~~Solutions~~other revenue includes product revenue from agency solutions offerings such as payments and media. We also ~~generates~~generate ~~revenues~~revenue from IT solutions activities from ~~its~~our product offerings including reservation systems for full-service and low-cost carriers, commercial and operations products, professional services, ~~agency solutions~~ and booking data. Additionally, ~~Travel~~we ~~Solutions~~generate ~~generates~~ revenue through software licensing and maintenance fees. Recognition of license fees upon delivery has previously resulted and will continue to result in periodic fluctuations in revenue recognized.

Hospitality Solutions generates revenue through upfront solution fees and recurring usage-based fees for the use of our software solutions hosted on secure platforms or deployed through our SaaS and through other professional service fees including Digital Experience (“DX”). Certain professional service fees are discrete sales opportunities that may have a high degree of variability from period to period, and we cannot guarantee that we will have such fees in the future consistent with prior periods.

Cost of revenue, excluding technology costs

Cost of revenue, excluding technology costs, ~~incurred~~consists byprimarily ~~Travel~~of ~~Solutions~~incentive ~~and~~consideration ~~Hospitality~~expense ~~Solutions~~representing ~~consists~~payments ~~primarily~~or ofother ~~costs~~consideration ~~associated~~to ~~with~~travel ~~the~~agencies ~~delivery~~for ~~and~~reservations ~~distribution~~made ofon our ~~products~~GDS ~~and~~which ~~services~~accrue ~~and~~on ~~includes~~a ~~employee-related~~monthly ~~costs~~basis, ~~for~~amortization ~~our~~of ~~delivery,~~upfront ~~customer~~incentive ~~operations~~consideration ~~and~~representing ~~call~~upfront ~~center~~payments ~~teams~~or asother ~~well~~consideration asprovided ~~allocated~~to ~~overhead~~travel ~~such~~agencies asfor ~~facilities~~reservations made on our GDS which are capitalized and ~~other~~amortized ~~support~~over ~~costs~~the expected life of the contract. Cost of revenue, excluding technology costs, ~~for~~also ~~Travel~~includes ~~Solutions~~costs ~~also~~associated ~~includes~~with ~~incentive~~the ~~consideration~~delivery ~~expense~~and ~~representing~~distribution ~~payments~~of orour ~~other~~products ~~consideration~~and toservices ~~travel~~and ~~agencies~~includes employee-related costs for ~~reservations~~our ~~made~~delivery onand ~~our~~customer ~~GDS~~operations ~~which~~as ~~accrue~~well onas aallocated ~~monthly~~overhead ~~basis.~~such ~~Cost~~as offacilities ~~revenue,~~and ~~excluding~~other ~~technology~~support costs, and ~~also~~costs ~~includes~~such ~~amortization~~as ofstock-based ~~upfront~~compensation ~~incentive~~and ~~consideration~~restructuring ~~representing~~charges ~~upfront~~(in ~~payments~~applicable orperiods). ~~other~~Depreciation ~~consideration~~and ~~provided~~amortization toincluded ~~travel~~in ~~agencies~~cost ~~for~~of ~~reservations~~revenue, ~~made~~excluding ontechnology ~~our~~costs, ~~GDS~~is ~~which~~associated ~~are~~with capitalized implementation costs and ~~amortized~~intangible ~~over~~assets ~~the~~associated ~~expected~~with ~~life~~contracts, ofsupplier ~~the~~and ~~contract~~distributor agreements acquired through acquisitions. The technology costs excluded from ~~Cost~~cost of revenue, excluding technology costs, are presented separately below.

Corporate cost of revenue, excluding technology costs primarily includes costs such as stock-based compensation and restructuring charges that are not allocated to our segments.

Depreciation and amortization included in cost of revenue, excluding technology costs, is associated with capitalized implementation costs and intangible assets associated with contracts, supplier and distributor agreements purchased through acquisitions.

Technology Costs

Technology costs ~~incurred by Travel Solutions and Hospitality Solutions~~ consist of expenses related to third-party providers and employee-related costs to operate technology operations including hosting, third-party software, and other costs associated with the maintenance and minor enhancement of our technology. Technology costs also include costs associated with our technology transformation efforts. Technology costs are less variable in nature and therefore may not correlate with related changes in revenue. Technology costs also include certain expenses such as stock-based compensation and restructuring charges (in applicable periods). Depreciation and amortization

Corporate technology costs include certain expenses such as stock-based compensation, restructuring charges and other corporate related items including labor and professional services that are not identifiable with either of our segments.

Depreciation and amortization included in technology costs is associated with software developed for internal use that supports our products, assets supporting our technology platform, businesses and systems and intangible assets for technology purchased through acquisitions.

Selling, General and Administrative Expenses

Selling, general and administrative expenses consist of professional service fees, certain settlement charges or reimbursements, 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 12 years as of December 31, 2024 for trademarks and brand names.

Intersegment Transactions

We account for significant intersegment transactions as if the transactions were with third parties, that is, at estimated current market prices. Hospitality Solutions pays fees to Travel Solutions for hotel stays booked through our GDS.

included in technology costs is associated with software developed for internal use that supports our products, assets supporting our technology platform, businesses and systems and intangible assets for technology purchased through acquisitions.

Selling, General and Administrative Expenses

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 December 31, 2025 for trademarks and brand names.

Key Metrics

“Direct billable bookings” and “passengers boarded” are the primary metrics ~~utilized~~we byutilize ~~Travel Solutions~~ to measure operating performance. ~~Travel~~We ~~Solutions~~generate ~~generates~~ distribution revenue for each direct billable booking, which includes bookings made through our GDS (e.g., Air, and Lodging, Ground and Sea ("LGS")) and through our equity method investments in cases where we are paid directly by the travel supplier. Air bookings are presented net of bookings cancelled within the period presented. ~~Travel~~We ~~Solutions~~ also ~~recognizes~~recognize IT solutions revenue from recurring usage-based fees for passengers boarded. ~~The primary metric utilized by Hospitality Solutions is booking transactions processed through the Sabre Hospitality Solutions SynXis Central Reservation System (the “Central Reservation System”).~~ These key metrics allow management to analyze customer volume over time for each of our product lines to monitor industry trends and analyze performance. We believe that these key metrics are useful for investors and other third parties as indicators of our financial performance and industry trends. While these metrics are based on what we believe to be reasonable estimates of our transaction counts for the applicable period of measurement, there are inherent challenges associated with their measurement. In addition, we are continually seeking to improve our estimates of these metrics, and these estimates may change due to improvements or changes in our methodology.

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

	Year Ended December 31,			Year-over-Year % Change
	2024	2023	2022	2024		2023
	2025	2024	2023	2025		2024
Travel Solutions
Direct Billable Bookings - Air	308,490	307,511	302,656	0.3	%	1.6	%
Direct Billable Bookings - Air	307,511	302,656	260,804	1.6	%	16.0	%
Direct Billable Bookings - LGS	56,771	55,706	52,053	1.9	%	7.0	%
Direct Billable Bookings - LGS	55,706	52,053	41,038	7.0	%	26.8	%
Distribution Total Direct Billable Bookings	365,261	363,217	354,709	0.6	%	2.4	%
Distribution Total Direct Billable Bookings	363,217	354,709	301,842	2.4	%	17.5	%
IT Solutions Passengers Boarded	695,423	684,136	688,501	1.6	%	(0.6)	%
IT Solutions Passengers Boarded	684,136	688,501	637,438	(0.6)	%	8.0	%
Hospitality Solutions
Central Reservations System Transactions	127,694	122,142	111,459	4.5	%	9.6	%

~~Definitions of~~ Non-‑GAAP Financial Measures and Related Limitations

We have included both financial measures ~~compiled~~prepared in accordance with ~~GAAP~~U.S. ~~and~~generally ~~certain~~accepted ~~non-GAAP~~accounting ~~financial~~principles ~~measures~~(“GAAP”) inas ~~this~~well ~~Annual~~as ~~Report~~certain onsupplemental ~~Form~~non‑GAAP ~~10-K~~financial measures, including Adjusted Net Loss from continuing operations ("“Adjusted Net Loss"”), Adjusted EBITDA, Free Cash Flow, and ratios ~~based~~derived onfrom 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.

We define Adjusted Net Loss as net loss attributable to common stockholders adjusted for (income) loss from discontinued operations, net of tax, net income (loss) attributable to noncontrolling interests, preferred stock dividends, impairment and related charges, acquisition-related amortization, restructuring and other costs, loss on extinguishment of debt, net, other, net, acquisition-related costs, litigation costs, net, indirect tax matters, stock-based compensation, and the tax impact of adjustments.Definitions

WeAdjusted ~~define~~Net ~~Adjusted~~Loss ~~EBITDA~~is defined as loss from continuing operations adjusted ~~for~~to ~~depreciation~~exclude ~~and amortization of property and equipment, amortization of capitalized implementation costs,~~ acquisition-‑related amortization,; ~~impairment and related charges,~~ restructuring and other costs,; ~~interest expense, net, other, net,~~ loss on extinguishment of debt, net; other, ~~acquisition-~~net; disposition‑related costs,; litigation costs, net,; indirect tax matters,; stock-‑based compensation; and the ~~(benefit)~~related ~~provision~~tax ~~for~~impacts ~~income~~of ~~taxes~~these adjustments.

WeAdjusted ~~define~~EBITDA ~~Free~~is ~~Cash~~defined ~~Flow~~ as ~~cash~~loss ~~provided~~from bycontinuing ~~(used~~operations ~~in)~~adjusted ~~operating~~to ~~activities~~exclude ~~less~~depreciation ~~cash~~and ~~used~~amortization inof ~~additions to~~ property and equipment; amortization of capitalized implementation costs; acquisition‑related amortization; restructuring and other costs; interest expense, net; other, net; loss on extinguishment of debt, net; disposition‑related costs; litigation costs, net; indirect tax matters; stock‑based compensation; and the provision for income taxes.

WeFree ~~define~~Cash ~~Adjusted~~Flow ~~Net~~is ~~Loss~~defined ~~from~~as ~~continuing~~cash ~~operations~~(used ~~per~~in) ~~share~~provided asby ~~Adjusted~~operating ~~Net~~activities, ~~Loss~~less ~~divided~~cash byused ~~diluted~~for ~~weighted-average~~additions ~~common~~to ~~shares~~property ~~outstanding~~and equipment.

~~These~~Adjusted ~~non-GAAP~~Net ~~financial~~Loss ~~measures~~from ~~are~~continuing ~~key metrics used by management and our board of directors to monitor our ongoing core~~ operations ~~because~~per ~~historical~~share ~~results~~is ~~have~~defined ~~been significantly impacted by events that are unrelated to our core operations~~ as a result of changes to our business and the regulatory environment. We believe that these non-GAAP financial measures are used by investors, analysts and other interested parties as measures of financial performance and to evaluate our ability to service debt obligations, fund capital expenditures, fund our investments in technology transformation, and meet working capital requirements. We also believe that Adjusted Net Loss ~~and~~divided ~~Adjusted EBITDA assist investors in company-to-company and period-to-period comparisons~~ by ~~excluding~~diluted ~~differences~~weighted‑average ~~caused~~common byshares ~~variations in capital structures (affecting interest expense), tax positions and the impact of depreciation and amortization expense~~outstanding. ~~In addition, amounts derived from Adjusted EBITDA are a primary component of certain covenants under our senior secured credit facilities.~~

Purpose and Use by Management

Management and the board of directors use these non‑GAAP financial measures to evaluate trends in our operating performance, assess period‑to‑period comparability, and support internal planning and decision‑making. These measures are particularly useful in evaluating operating performance because historical results have been affected by items that management

~~Adjusted~~believes ~~Net Loss, Adjusted EBITDA, Free Cash Flow and ratios based on these financial measures~~ are not ~~recognized~~indicative terms under GAAP. These non-GAAP financial measures and ratios based on them are unaudited and have important limitations as analytical tools, and should not be viewed in isolation and do not purport to be alternatives to net income as indicators of ~~operating~~ongoing ~~performance~~core ~~or cash flows from operating activities as measures of liquidity~~operations. ~~These~~In ~~non-GAAP financial measures and ratios based on them exclude some~~addition, ~~but~~amounts ~~not~~derived ~~all, items that affect net income or cash flows~~ from ~~operating~~Adjusted ~~activities~~EBITDA ~~and~~are ~~these~~used ~~measures may vary among companies. Our use of these measures has limitations as an analytical tool, and you should not consider them~~ in ~~isolation~~connection orwith ascertain ~~substitutes~~financial ~~for~~covenants ~~analysis~~under of our ~~results~~senior assecured ~~reported~~credit ~~under GAAP~~facilities. ~~Some of these limitations are:~~

~~•these~~These non-‑GAAP financial measures ~~exclude~~should ~~certain~~not ~~recurring~~be considered measures of liquidity, ~~non-~~nor do they represent cash ~~charges~~available ~~such~~for asdiscretionary ~~stock-based~~use. ~~compensation~~Free ~~expense~~Cash Flow does not represent residual cash available for distribution and ~~amortization~~does not reflect all cash requirements of ~~acquired~~the ~~intangible~~business. ~~assets;~~Other companies, including those within our industry, may define or calculate similarly titled non‑GAAP financial measures differently, limiting the usefulness of such measures as comparative tools.

~~•although~~Limitations ~~depreciation~~of ~~and~~Non‑GAAP ~~amortization~~Financial ~~are non-cash charges, the assets being depreciated and amortized may have to be replaced in the future, and Adjusted EBITDA does not reflect cash requirements for such replacements;~~Measures

•Adjusted Net Loss, Adjusted EBITDA, ~~does~~Free Cash Flow, and related ratios are not ~~reflect~~recognized ~~amortization~~measures ofunder ~~capitalized~~GAAP ~~implementation~~and ~~costs~~have ~~associated~~inherent ~~with~~limitations ~~our~~as ~~revenue~~analytical ~~contracts~~tools. Accordingly, ~~which~~they ~~may~~should ~~require~~not ~~future~~be ~~working~~considered ~~capital~~in isolation or as substitutes for net income (loss), income (loss) from continuing operations, or cash ~~needs~~flows from operating activities prepared in ~~the~~accordance ~~future;~~with GAAP.

~~•Adjusted~~The ~~Net~~limitations ~~Loss~~of ~~and~~these ~~Adjusted~~non‑GAAP ~~EBITDA~~financial domeasures ~~not reflect changes in~~include, orbut ~~cash~~are ~~requirements~~not ~~for~~limited to, ~~our~~the ~~working capital needs;~~following:

•~~Adjusted~~They ~~EBITDA~~exclude ~~does~~certain ~~not~~expenses ~~reflect~~that ~~the~~are ~~interest~~recurring ~~expense~~in ornature, ~~the~~including ~~cash~~stock‑based ~~requirements~~compensation ~~necessary~~and toamortization ~~service~~of ~~interest~~acquired orintangible ~~principal payments on our indebtedness;~~assets.

•~~Adjusted~~Although ~~EBITDA~~depreciation ~~does~~and ~~not~~amortization ~~reflect~~are ~~tax~~non‑cash ~~payments~~expenses, ~~that~~the ~~may~~assets ~~represent~~being adepreciated ~~reduction~~and amortized may require replacement in ~~cash~~the ~~available~~future, toand ~~us;~~Adjusted EBITDA does not reflect the capital expenditures required for these replacements.

•~~Free~~Adjusted ~~Cash~~EBITDA ~~Flow~~excludes ~~removes~~amortization ~~the impact~~ of ~~accrual-basis~~capitalized ~~accounting~~implementation oncosts ~~asset~~related ~~accounts~~to ~~and~~revenue ~~non-debt liability accounts~~contracts, ~~and~~which ~~does~~may ~~not~~result ~~reflect~~in ~~the~~future ~~cash~~working ~~requirements~~capital ~~necessary~~or tocash ~~service the principal payments on our indebtedness; and~~requirements.

•~~other companies, including companies in our industry, may calculate~~ Adjusted Net Loss, and Adjusted EBITDA ordo ~~Free~~not ~~Cash~~reflect ~~Flow~~changes ~~differently~~in, ~~which~~or ~~reduces~~cash ~~their~~requirements ~~usefulness~~associated aswith, ~~comparative~~working ~~measures~~capital.

~~We no longer present~~ •Adjusted ~~Operating~~EBITDA ~~Income~~does ~~(loss)~~not asreflect ainterest ~~non-GAAP~~expense, ~~measure~~principal asrepayments, itor isother nocash ~~longer~~requirements ~~utilized~~necessary ~~by management~~ to ~~measure~~service ~~and monitor results for~~ our ~~segments~~indebtedness. ~~Management reviews Segment Adjusted EBITDA as the primary measure for our segments' performance.~~

•Adjusted EBITDA does not reflect income tax payments that could reduce cash available to us.

•Free Cash Flow reflects changes in operating assets and liabilities determined under accrual accounting and does not reflect all cash requirements, including mandatory debt service obligations.

•Other companies, including those within our industry, may define or calculate similarly titled non‑GAAP financial measures differently, limiting the usefulness of such measures as comparative tools.

Investor Considerations

Investors are encouraged to review the reconciliation of non‑GAAP financial measures to the most directly comparable GAAP financial measures and to evaluate our operating performance, financial position, and liquidity using GAAP measures in conjunction with, and not in lieu of, these non‑GAAP financial measures.

Non-GAAP Financial Measures

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

	Year Ended December 31,
	2024		2023		2022
	2025		2024		2023
Net loss attributable to common stockholders	$	(278,759)	$	(541,865)	$	(456,833)
Loss from continuing operations	$	(255,490)	$	(271,548)	$	(491,538)
(Income) loss from discontinued operations, net of tax	—		(308)		679
Net income (loss) attributable to non-controlling interests(1)	76		(332)		2,670
Preferred stock dividends	—		14,257		21,385
Loss from continuing operations	(278,683)		(528,248)		(432,099)
Adjustments:
Impairment and related charges(2)	—		—		5,146
Acquisition-related amortization(1a)	30,924		32,592		33,035
Acquisition-related amortization(3a)	37,891		40,237		51,254
Restructuring and other costs(2)	54,426		11,653		72,096
Restructuring and other costs(4)	11,653		72,096		14,500
Loss on extinguishment of debt, net	90,680		37,994		108,577
Loss on extinguishment of debt, net	37,994		108,577		4,473
Other, net(3)	(391)		20,628		(13,017)
Other, net(5)	21,587		(13,751)		(136,645)
Disposition-related costs(4)	955		3,923		2,336
Acquisition-related costs(6)	3,923		2,336		6,854
Litigation costs, net(5)	—		6,875		1,387
Litigation costs, net(7)	6,875		1,387		31,706
Indirect tax matters(6)	(5,656)		21,732		11,451
Indirect tax matters(8)	21,732		11,451		—
Stock-based compensation	45,661		49,027		46,707
Stock-based compensation	54,567		52,015		82,872
Tax impact of adjustments(7)	24,056		11,266		66,415
Tax impact of adjustments(9)	10,072		74,203		847
Adjusted Net Loss from continuing operations	$	(14,835)	$	(75,858)	$	(162,551)
Adjusted Net Loss from continuing operations	$	(72,389)	$	(179,697)	$	(371,092)
Adjusted Net Loss from continuing operations per share	$	(0.04)	$	(0.20)	$	(0.47)
Adjusted Net Loss from continuing operations per share	$	(0.19)	$	(0.52)	$	(1.14)
Diluted weighted-average common shares outstanding	391,707		383,733		346,567
Diluted weighted-average common shares outstanding	383,733		346,567		326,742
Loss from continuing operations	$	(255,490)	$	(271,548)	$	(491,538)
Loss from continuing operations	$	(278,683)	$	(528,248)	$	(432,099)
Adjustments:
Depreciation and amortization of property and equipment(3b)	73,028		85,408		96,397
Depreciation and amortization of property and equipment(1b)	63,573		64,231		70,782
Amortization of capitalized implementation costs(3c)	18,565		23,031		36,982
Amortization of capitalized implementation costs(1c)	11,423		12,698		17,400
Acquisition-related amortization(3a)	37,891		40,237		51,254
Acquisition-related amortization(1a)	30,924		32,592		33,035
Impairment and related charges(2)	—		—		5,146
Restructuring and other costs(2)	54,426		11,653		72,096
Restructuring and other costs(4)	11,653		72,096		14,500
Interest expense, net	447,829		453,274		396,598
Interest expense, net	509,643		447,878		295,231
Other, net(3)	(391)		20,628		(13,017)
Other, net(5)	21,587		(13,751)		(136,645)
Loss on extinguishment of debt, net	90,680		37,994		108,577
Loss on extinguishment of debt, net	37,994		108,577		4,473
Disposition-related costs(4)	955		3,923		2,336
Acquisition-related costs(6)	3,923		2,336		6,854
Litigation costs, net(5)	—		6,875		1,387
Litigation costs, net(7)	6,875		1,387		31,706
Indirect tax matters(6)	(5,656)		21,732		11,451
Indirect tax matters(8)	21,732		11,451		—
Stock-based compensation	45,661		49,027		46,707
Stock-based compensation	54,567		52,015		82,872
Provision for income taxes	16,256		4,107		33,645
(Benefit) provision for income taxes	(1,777)		34,729		8,666
Adjusted EBITDA	$	500,190	$	447,186	$	289,459
Adjusted EBITDA	$	516,998	$	337,146	$	65,337

The following tables set forth the reconciliation of Adjusted EBITDA to Loss from Continuing Operations in our statement of operations by business segment (in thousands):

	Year Ended December 31, 2024
	TravelSolutions		Hospitality Solutions		Corporate		Total
Adjusted EBITDA	704,576		38,033		(225,611)		516,998
Less:
Depreciation and amortization of property and equipment(3b)	58,080		14,121		827		73,028
Amortization of capitalized implementation costs(3c)	12,698		5,867		—		18,565
Acquisition-related amortization(3a)	—		—		37,891		37,891
Restructuring and other costs(4)	—		—		11,653		11,653
Acquisition-related costs(6)	—		—		3,923		3,923
Litigation costs, net(7)	—		—		6,875		6,875
Indirect tax matters(8)	—		—		21,732		21,732
Stock-based compensation	—		—		54,567		54,567
Equity method income	2,606		—		—		2,606
Operating income (loss)	$	631,192	$	18,045	$	(363,079)	$	286,158
Interest expense, net							(509,643)
Other, net(5)							(21,587)
Loss on extinguishment of debt, net							(37,994)
Equity method income							2,606
Benefit for income taxes							1,777
Loss from continuing operations							$	(278,683)

	Year Ended December 31, 2023
	TravelSolutions		Hospitality Solutions		Corporate		Total
Adjusted EBITDA	$	558,183	$	13,212	$	(234,249)	$	337,146
Less:
Depreciation and amortization of property and equipment(3b)	65,814		18,867		727		85,408
Amortization of capitalized implementation costs(3c)	17,400		5,631		—		23,031
Acquisition-related amortization(3a)	—		—		40,237		40,237
Restructuring and other costs(4)	—		—		72,096		72,096
Acquisition-related costs(6)	—		—		2,336		2,336
Litigation costs, net(7)	—		—		1,387		1,387
Indirect tax matters(8)	—		—		11,451		11,451
Stock-based compensation	—		—		52,015		52,015
Equity method income	2,042		—		—		2,042
Operating income (loss)	$	472,927	$	(11,286)	$	(414,498)	$	47,143
Interest expense, net							(447,878)
Other, net(5)							13,751
Loss on extinguishment of debt							(108,577)
Equity method income							2,042
Provision for income taxes							(34,729)
Loss from continuing operations							$	(528,248)

	Year Ended December 31, 2022
	TravelSolutions		Hospitality Solutions		Corporate		Total
Adjusted EBITDA	$	323,803	$	(29,794)	$	(228,672)	$	65,337
Less:
Depreciation and amortization of property and equipment(3b)	78,601		16,715		1,081		96,397
Amortization of capitalized implementation costs(3c)	31,912		5,070		—		36,982
Acquisition-related amortization(3a)	—		—		51,254		51,254
Impairment and related charges	—		—		5,146		5,146
Restructuring and other costs(4)	—		—		14,500		14,500
Acquisition-related costs(6)	—		—		6,854		6,854
Litigation costs, net(7)	—		—		31,706		31,706
Stock-based compensation	—		—		82,872		82,872
Equity method income	686		—		—		686
Operating loss	$	212,604	$	(51,579)	$	(422,085)	$	(261,060)
Interest expense, net							(295,231)
Other, net(5)							136,645
Loss on extinguishment of debt							(4,473)
Equity method income							686
Provision for income taxes							(8,666)
Loss from continuing operations							$	(432,099)

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

	Year Ended December 31,
	2024		2023		2022
	2025		2024		2023
Cash provided by (used in) operating activities	$	70,594	$	56,239	$	(276,458)
Cash (used in) provided by operating activities	$	(108,864)	$	70,249	$	67,369
Cash (used in) provided by investing activities	(29,614)		(109,980)		173,977
Cash used in investing activities	(73,820)		(24,993)		(91,456)
Cash provided by (used in) financing activities	39,572		(94,219)		(75,370)
Cash (used in) provided by financing activities	(685,751)		39,572		(94,219)

	Year Ended December 31,
	2024		2023		2022
	2025		2024		2023
Cash provided by (used in) operating activities	$	70,594	$	56,239	$	(276,458)
Cash (used in) provided by operating activities	$	(108,864)	$	70,249	$	67,369
Additions to property and equipment	(8482,~~148~~887)		(8779,~~423~~527)		(6980,~~494~~920)
Free Cash Flow	$	(13191,~~554~~751)	$	(319,~~184~~278)	$	(~~345~~13,~~952~~551)

________________________________

(1)~~Net~~Depreciation income (loss) attributable to noncontrolling interests represents an adjustment to include earnings allocated to noncontrolling interests held in (i) Sabre Travel Network Middle East of 40%, (ii) Sabre Seyahat Dagitim Sistemleri A.S. of 40%, (iii) Sabre Travel Network Lanka (Pte) Ltd of 40%, (iv) Sabre Bulgaria of 40%, and ~~(v)~~amortization ~~FERMR Holdings Limited (the direct parent of Conferma Limited) of 19%.~~expenses:

(2)Impairment and related charges in 2022 represents a $5 million impairment charge associated with the impact of regulatory changes in Russia on the future recoverability of certain assets.

(3)Depreciation and amortization expenses:

a.Acquisition-related amortization represents amortization of intangible assets from the take-private transaction in 2007 as well as intangibles associated with acquisitions since that date.

b.Depreciation and amortization of property and equipment includes software developed for internal use as well as amortization of contract acquisition costs.

c.Amortization of capitalized implementation costs represents amortization of upfront costs to implement new customer contracts under our SaaS and hosted revenue model.

(4)Restructuring and other costs in 2024 and 2023 primarily represents charges and adjustments to charges associated with our cost reduction plan implemented in the second quarter of 2023. See Note 5. Restructuring Activities to our consolidated financial statements. During 2022, charges, and adjustments to those charges, were recorded associated with planning and implementing business restructuring activities, including costs associated with third party consultants advising on our business structure and strategy.30

(52)~~Other,~~Restructuring ~~net~~and ~~includes~~other acosts ~~$180 million~~for ~~gain~~2025 onprimarily ~~the~~represents ~~sale~~charges ofrelated ~~AirCentre~~to ~~during~~the ~~2022,~~inflation ~~non-operating~~offset ~~gains~~program ~~recognized~~we inbegan ~~2023,~~implementing ~~$21 million of debt modification costs~~ in ~~2024 and~~2026 ~~the impacts of realized~~ and ~~unrealized gains and losses from our investments~~ in ~~securities~~the inprior ~~all~~ periods ~~presented. In addition~~, ~~2022 includes pension settlement~~ charges and ~~all~~adjustments ~~periods~~to ~~presented~~charges ~~include~~associated ~~foreign~~with ~~exchange gains and losses related to~~ the ~~remeasurement~~cost ofreduction ~~foreign~~plan ~~currency~~we ~~denominated~~began ~~balances~~implementing ~~included~~ in ~~our consolidated balance sheets into~~ the ~~relevant~~second ~~functional~~quarter ~~currency~~of 2023. See Note 35. ~~Acquisitions~~Restructuring ~~and~~Activities ~~Dispositions~~ to our consolidated financial statements ~~regarding the AirCentre sale and Note 17~~. ~~Pension and Other Postretirement Benefit Plans to our consolidated financial statements regarding the pension settlements.~~

(63)~~Acquisition-related~~Other, net includes $18 million of transition services agreement income, net, in 2025, $13 million of debt modification costs ~~represent~~in ~~fees~~2025, a gain on the sale of assets of $5 million recognized in 2025, $21 million of debt modification costs in 2024, non-operating gains recognized in 2023, and ~~expenses~~the ~~incurred~~impacts ~~associated~~of ~~with~~realized ~~acquisition~~and unrealized gains and ~~disposition~~losses from our investments in securities in 2023 and 2024. In addition, all periods presented include non-operating gains and losses as well as foreign exchange gains and losses related ~~activities~~to the remeasurement of foreign currency denominated balances included in our consolidated balance sheets into the relevant functional currency.

(74)~~Litigation~~Disposition-related costs, ~~net~~ represent ~~charges~~fees ~~associated~~and ~~with~~expenses ~~antitrust~~incurred ~~litigation.~~associated ~~Non~~with disposition-~~income~~related ~~tax litigation matters have been reclassified to the Indirect tax matters line for all periods presented~~activities.

32(5)Litigation costs, net represent charges associated with antitrust litigation.

(86)Indirect tax matters represents charges and adjustments to charges associated with certain DST related to historical periods, which may ultimately be settled in cash, and certain foreign non-income tax litigation matters. See detailed disclosures regarding these matters included in the Liquidity and Capital Resources and Risk Factors sections as well as Note 18. Commitments and Contingencies to our consolidated financial statements.

(97)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.

Results of Operations

The following table sets forth our consolidated statement of operations data for each of the periods presented (in thousands):

Year Ended December 31,

2024

2023

2022

2025

2024

2023

Revenue

$2,770,983

~~3,029,565~~

$2,744,845

~~2,907,738~~

$2,642,077

~~2,537,015~~

Cost of revenue, excluding technology costs

1,~~254~~206,~~739~~987

1,~~189~~146,~~606~~275

1,~~040~~076,~~819~~241

Technology costs

~~865~~711,~~998~~100

1780,~~036,596~~749

1950,~~096,097~~726

Selling, general and administrative

~~622~~557,~~670~~401

~~634~~575,~~393~~972

~~661~~582,~~159~~887

Operating income (loss)

286,158

47,143

(261,060)

Operating income

295,495

241,849

32,223

Interest expense, net

(~~509~~447,~~643~~829)

(~~447~~453,~~878~~274)

(~~295~~396,~~231~~598)

Loss on debt extinguishment, net

(3790,~~994~~680)

(~~108~~37,~~577~~994)

(4108,~~473~~577)

Equity method income

23,~~606~~389

2,~~042~~606

~~686~~2,042

Other, net

~~(21,587)~~391

13(20,~~751~~628)

~~136~~13,~~645~~017

Loss from continuing operations before income taxes

(~~280~~239,~~460~~234)

(~~493~~267,~~519~~441)

(~~423~~457,~~433~~893)

(Benefit) provision for income taxes

(1,777)

34,729

8,666

Provision for income taxes

16,256

4,107

33,645

Loss from continuing operations

(~~278~~255,~~683~~490)

(~~528~~271,~~248~~548)

(~~432~~491,~~099~~538)

Years Ended December 31, ~~2024~~2025 and ~~2023~~2024

Revenue

	Year Ended December 31,
	2024		2023		Change
	2025		2024		Change
	(Amounts in thousands)
Travel Solutions	$	2,744,844	$	2,642,077	$	102,767	4	%
Revenue	$	2,770,983	$	2,744,845	$	26,138	1	%
Hospitality Solutions	326,819		304,169		22,650		7	%
Total segment revenue	3,071,663		2,946,246		125,417		4	%
Eliminations	(42,098)		(38,508)		(3,590)		9	%
Total revenue	$	3,029,565	$	2,907,738	$	121,827	4	%

~~Travel Solutions—~~Revenue increased $~~103~~26 million, or 41%, for the year ended December 31, ~~2024~~2025 compared to the prior year, primarily due to:

•a $~~117~~43 million increase, or 62%, ~~increase~~ in ~~transaction-based~~ distribution revenue ~~due~~driven toby ~~favorable~~a ~~rate~~$29 million ~~impacts~~increase ~~from~~in ~~travel~~other ~~supplier~~revenue, ~~mix~~ and a 2%$14 million increase in ~~direct~~transaction-based ~~billable~~revenue ~~bookings~~due to ~~363~~favorable ~~million~~rate impacts and an increase in volumes; partially offset by,

•a $1417 million, or 23%, decrease in IT solutions revenue driven by a $3515 million ~~decline~~decrease indue ~~revenue~~to ~~from customers that have de-migrated from our systems, including~~ the impact of ~~termination~~de-migrations ~~fees~~ from acarriers ~~certain~~who ~~carrier~~de-migrated ~~in the~~ prior ~~year.~~to ~~This~~2024, ~~decrease~~a ~~was partially offset by an increase of~~ $157 million decrease due to ~~volume~~revenue ~~growth,~~recognized ~~excluding~~in the ~~impact~~prior ofyear ~~customers~~from ~~that have de-migrated, a $3 million increase in revenue recognized due to~~ changes in facts and circumstances associated with certain carriers and a $32 million ~~increase~~decrease in ~~other~~license ~~revenue.~~fee ~~We expect our~~ revenue, ~~growth~~partially tooffset ~~continue to be impacted~~ by ~~these~~a ~~de-migrations~~$7 million ~~through~~increase ~~the~~due ~~first~~to ~~half~~volume ~~of 2025~~growth.

~~Hospitality Solutions—Revenue increased $23 million, or 7%, for the year ended December~~ 31, 2024 compared to the prior year. The increase was primarily driven by a $24 million increase in SynXis Software and Services revenue primarily due to an increase in transaction volumes of 5% to 128 million driven by new customer deployments and a favorable mix within our customer base.

33Cost of revenue, excluding technology costs

Cost of Revenue, excluding technology costs


	Year Ended December 31,
	2025		2024		Change

	(Amounts in thousands)






Cost of revenue, excluding technology costs	$	1,206,987	$	1,146,275	$	60,712	5	%

	Year Ended December 31,
	2024		2023		Change
	(Amounts in thousands)
Travel Solutions	$	1,128,971	$	1,038,628	$	90,343	9	%
Hospitality Solutions	145,020		146,820		(1,800)		(1)	%
Eliminations	(42,098)		(38,508)		(3,590)		9	%
Total segment cost of revenue, excluding technology costs	1,231,893		1,146,940		84,953		7	%
Corporate	2,811		18,463		(15,652)		(85)	%
Depreciation and amortization	20,035		24,203		(4,168)		(17)	%
Total cost of revenue, excluding technology costs	$	1,254,739	$	1,189,606	$	65,133	5	%

Cost of revenue, excluding technology costs, increased $61 million, or 5%, for the year ended December 31, 2025 compared to the prior year. The increase was primarily driven by a $56 million increase in incentive consideration due to an increase in rates and customer mix, and a $7 million increase due to a restructuring charge associated with the inflation offset program accrued in the current period.

Travel Solutions—Cost of revenue, excluding technology costs, increased $90 million, or 9%, for the year ended December 31, 2024 compared to the prior year. The increase was primarily driven by a $88 million increase in incentive consideration due to an increase in rates as well as higher transaction volumes.

Hospitality Solutions—Cost of revenue, excluding technology costs, decreased $2 million, or 1%, for the year ended December 31, 2024 compared to the prior year. The decrease was primarily driven by a $3 million decrease in labor and professional services costs driven by our cost reduction plan, partially offset by a $1 million increase in costs associated with increased transaction volumes and the mix of our revenue transactions. Corporate—Cost of revenue, excluding technology costs, decreased $16 million, or 85%, for the year ended December 31, 2024 primarily due to a $12 million decrease in restructuring costs and a $2 million decrease in labor and professional services, both driven by our cost reduction plan, as well as a $1 million decrease in stock-based compensation primarily due to forfeitures of unvested shares.

Depreciation and Amortization—Cost of revenue, excluding technology costs, decreased $4 million, or 17%, for the year ended December 31, 2024 primarily due to the acceleration of amortization of certain customer implementation costs in the prior year, in connection with a customer de-migrating from our systems.

Technology Costs

	Year Ended December 31,
	2024		2023		Change
	2025		2024		Change
	(Amounts in thousands)
Travel Solutions	$	675,716	$	811,417	$	(135,701)	(17)	%
Technology costs	$	711,100	$	780,749	$	(69,649)	(9)	%
Hospitality Solutions	99,937		98,826		1,111		1	%
Total segment technology costs	775,653		910,243		(134,590)		(15)	%
Corporate	35,115		56,897		(21,782)		(38)	%
Depreciation and amortization	55,230		69,456		(14,226)		(20)	%
Total technology costs	$	865,998	$	1,036,596	$	(170,598)	(16)	%

~~Travel Solutions—~~Technology costs decreased $~~136~~70 million, or 179%, for the year ended December 31, ~~2024~~2025 compared to the prior year. The decrease was primarily driven by a $7369 million decrease in labor and professional services ~~driven~~primarily bydue ~~our~~to the cost reduction plan we implemented in prior periods and a reduction in variable-based compensation, an $6518 million decrease in ~~technology~~hosting costs due to cost savings related to our cloud migrations, and a $2 million decrease in depreciation and amortization primarily due to the completion of amortization of certain capitalized internal use software, partially offset by a $21 million increase due to a restructuring charge associated with the inflation offset program accrued in the current period.

Hospitality Solutions—Technology costs increased $1 million, or 1%, for the year ended December 31, 2024 compared to the prior year primarily due to a $6 million increase in technology costs to support growth in the business, partially offset by a $5 million decrease in labor and professional services driven by our cost reduction plan.

Corporate—Technology costs decreased $22 million, or 38%, for the year ended December 31, 2024 compared to the prior year primarily due to a $16 million decrease in restructuring costs and a $5 million decrease in labor and professional services, both driven by our cost reduction plan.

Depreciation and Amortization—Technology costs decreased $14 million, or 20%, for the year ended December 31, 2024 compared to the prior year primarily due to the completion of amortization of certain capitalized internal use software.

Selling, General and Administrative Expenses

	Year Ended December 31,
	2024		2023		Change
	2025		2024		Change
	(Amounts in thousands)
Travel Solutions	$	238,187	$	235,891	$	2,296	1	%
Selling, general and administrative	$	557,401	$	575,972	$	(18,571)	(3)	%
Hospitality Solutions	43,829		45,311		(1,482)		(3)	%
Total segment selling, general and administrative expenses	282,016		281,202		814		—	%
Corporate	286,435		298,174		(11,739)		(4)	%
Depreciation and amortization	54,219		55,017		(798)		(1)	%
Total selling, general and administrative expenses	$	622,670	$	634,393	$	(11,723)	(2)	%

~~Travel Solutions—~~Selling, general and administrative expenses ~~increased~~decreased $219 million, or 13%, for the year ended December 31, ~~2024~~2025 compared to the prior year primarily due to a $513 million ~~increase~~decrease in ~~labor~~tax ~~and~~litigation ~~professional~~reserves ~~services~~as a result of final settlement, a $13 million decrease in indirect taxes, a $7 million decrease primarily due to ~~support~~a sales tax refund in 2025 related to prior tax periods, a $7 million decrease due to savings related to our ~~strategic~~cloud ~~growth~~migration, ~~initiatives~~a $5 million decrease due to a litigation reserve in the prior year that did not reoccur in the current year, and a $1 million decrease in other ongoing business expenses. These decreases were partially offset by a $321 million ~~decrease~~increase due to ~~costs~~a restructuring charge associated with ~~investment~~the inflation offset program accrued in ~~our~~the ~~internal~~current ~~business~~period ~~systems~~and a $10 million increase in ~~the~~labor ~~prior~~and ~~year~~professional services primarily to support our growth initiatives, partially offset by a reduction in variable-based compensation.

Hospitality Solutions—Selling, general and administrative expenses decreased $1 million, or 3%, for the year ended December 31, 2024 compared to the prior year primarily due to a $2 million decrease in labor and professional services driven by our cost reduction plan.

Corporate—Selling, general and administrative expenses decreased $12 million, or 4%, for the year ended December 31, 2024 compared to the prior year. The decrease was primarily driven by a $25 million decrease in restructuring costs and an $8 million decrease in labor and professional services, both driven by our cost reduction plan. These decreases were partially offset by a $10 million increase in indirect taxes, a $5 million increase in a litigation reserve, and a $4 million increase in stock-based compensation primarily due to forfeitures of unvested shares in the prior year.

Interest expense, net

	Year Ended December 31,
	2024		2023		Change
	2025		2024		Change
	(Amounts in thousands)
Interest expense, net	$	~~509~~447,~~643~~829	$	~~447~~453,~~878~~274	$	61(5,~~765~~445)	14(1)	%

Interest expense ~~increased~~decreased $625 million, or 141%, for the year ended December 31, ~~2024~~2025 compared to the same period in the prior year primarily due to ~~additional~~lower ~~interest~~principal ~~incurred~~balances ~~since~~as ~~the~~a ~~prior~~result ~~year~~of ~~period~~the inpayoff ~~connection~~of ~~with~~debt ~~the~~at ~~Senior~~maturity ~~Secured~~and ~~Term~~lower ~~Loan~~interest ~~Due~~incurred ~~2028,~~in ~~June~~connection ~~2027~~with ~~Notes,~~our ~~FILO~~debt. ~~Facility~~See ~~and~~Note ~~2026~~10. ~~Exchangeable~~Debt ~~Notes,~~to ~~partially~~our ~~offset~~consolidated byfinancial ~~lower~~statements ~~interest~~for ~~incurred~~further indetails. ~~connection~~Interest ~~with~~expense, ~~the~~net ~~September~~from ~~2025~~continuing ~~Notes~~operations ~~and~~excludes ~~April~~interest ~~2025~~expense ~~Notes~~associated ~~(as~~with ~~these~~the ~~terms~~debt ~~are~~that ~~defined~~was inrequired ~~"Liquidity~~to ~~and~~be ~~Capital~~repaid ~~Resources").~~with ~~See~~the ~~Note~~proceeds ~~10.~~from ~~Debt~~the ~~for~~Hospitality ~~further~~Solutions ~~details~~Sale, ~~regarding~~in ~~these~~all ~~debt~~periods ~~transactions~~presented.

Loss on Extinguishment of Debt, net

We recognized a loss on extinguishment of debt of $3891 million during the year ended December 31, ~~2024~~2025 as a result of the refinancing activity that occurred in the ~~first~~second ~~quarter~~and fourth quarters of ~~2024~~2025. We recognized a loss on extinguishment of debt of $~~109~~38 million during the year ended December 31, ~~2023~~2024, ~~including a loss on extinguishment of debt of $121 million~~ as a result of the ~~financing~~refinancing activity that occurred in the ~~third~~first quarter of ~~2023, partially offset by a gain on extinguishment of debt of $13 million as a result of the financing activity that occurred in the second quarter of 2023~~2024. See Note 10. Debt to our consolidated financial statements for further details regarding these debt transactions.

Other, net

	Year Ended December 31,
	2024		2023		Change
	2025		2024		Change
	(Amounts in thousands)
Other, net	$	~~21,587~~(391)	$	~~(13~~20,~~751)~~628	$	35(21,~~338~~019)	~~(257)~~102	%

Other, net ~~increased~~decreased $3521 million for the year ended December 31, ~~2024~~2025 compared to the same period in the prior year primarily due to $21 18 million inof ~~debt~~transition ~~modification~~services ~~costs~~agreement income, net, associated with the ~~financing~~Hospitality ~~activity~~Solutions ~~that~~disposition ~~occurred~~ in the ~~fourth~~current ~~quarter~~year, a decrease of $8 million in debt modification costs from $21 million in 2024, ato $1613 million ~~increase~~in ~~primarily~~2025, ~~due~~and toa ~~other~~gain ~~non-operating~~on ~~gains~~the sale of assets of $5 million recognized in the ~~prior~~current year ~~and~~period, partially offset by a $4 million increase ~~due~~in to realized and unrealized foreign currency exchange losses in the current period., ~~This~~a ~~increase~~fair isvalue ~~partially~~gain ~~offset~~from byour ~~changes~~investments in ~~realized~~securities ~~and~~of ~~unrealized~~$3 million ~~gains~~recognized in the prior year period, and ~~losses~~a $1 million change in other non-operating expense from prior year. See Note 12. Fair Value Measurements to our consolidated financial statements for further details regarding our investments in securities ~~from~~and aNote ~~loss~~10. ofDebt ~~$2 million~~to inour ~~the~~consolidated ~~prior~~financial ~~year~~statements ~~period~~for tofurther adetails regarding debt transactions.

35Provision for Income Taxes

gain of $3 million in the current year period. See Note 12. Fair Value Measurements for further details regarding our investments in securities and Note 10. Debt for further details regarding debt transactions.


	Year Ended December 31,
	2025		2024		Change

	(Amounts in thousands)
Provision for income taxes	$	16,256	$	4,107	$	12,149	296	%

~~(Benefit)~~For ~~provision~~the year ended December 31, 2025, we recognized $16 million of income tax expense from continuing operations compared to an income tax expense of $4 million for ~~Income~~the ~~Taxes~~year ended December 31, 2024. The effective tax rate decreased for the year ended December 31, 2025, as compared to the prior year primarily due to the impact of the change in valuation allowance recorded in the current period and various discrete items recorded in each of the respective years. 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.

	Year Ended December 31,
	2024		2023		Change
	(Amounts in thousands)
(Benefit) provision for income taxes	$	(1,777)	$	34,729	$	(36,506)	(105)	%

Years Ended December 31, 2024 and 2023

For the year ended December 31, 2024, we recognized $2 million of income tax benefit, representing an effective tax rate of less than 1%, compared to an income tax expense of $35 million, also representing an effective tax rate of less than 1% for the year ended December 31, 2023. The effective tax rate decreased for the year ended December 31, 2024, as compared to the prior year primarily due to a decrease in valuation allowance recorded in the current period and various discrete items recorded in each of the respective years. 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.

Years Ended December 31, 2023 and 2022

Revenue

	Year Ended December 31,
	2023		2022		Change
	2024		2023		Change
	(Amounts in thousands)
Travel Solutions	$	2,642,077	$	2,311,275	$	330,802	14	%
Revenue	$	2,744,845	$	2,642,077	$	102,768	4	%
Hospitality Solutions	304,169		254,620		49,549		19	%
Total segment revenue	2,946,246		2,565,895		380,351		15	%
Eliminations	(38,508)		(28,880)		(9,628)		33	%
Total revenue	$	2,907,738	$	2,537,015	$	370,723	15	%

~~Travel Solutions—~~Revenue increased $~~331~~103 million, or 144%, for the year ended December 31, ~~2023~~2024 compared to the prior year, primarily due to:

•a $~~434~~ 117 million, or 276%, increase in transaction-based distribution revenue, ~~which~~due ~~was~~to ~~primarily~~favorable ~~due~~rate toimpacts from travel supplier mix and a 182% increase in direct billable bookings to ~~355~~363 million; ~~and~~partially ~~favorable~~offset ~~rate impacts from improved international and corporate bookings; and~~by,

•ana $~~104~~ 14 million, or 152%, decrease in IT solutions revenue ~~consisting~~driven ofby ~~approximately~~a $~~100~~ 35 million ~~decrease~~decline asin arevenue ~~result~~from ofcustomers that have de-~~migrations,~~migrated ~~primarily~~from ~~due~~our tosystems, ~~changes~~including inthe ~~Russian~~impact ~~law and impacts~~ of termination fees ~~in both periods~~ from a certain ~~carriers~~carrier ~~and~~in athe ~~$2 million~~prior ~~decline~~year. inThis ~~the~~decrease ~~recognition~~was ofpartially ~~previously~~offset ~~deferred~~by ~~revenue~~an ~~comprised~~increase of a $27 15 million ~~decrease primarily~~ due to avolume ~~change~~growth, inexcluding ~~facts~~the ~~and~~impact ~~circumstances~~of ~~associated~~customers ~~with~~that ahave ~~Russian carrier in the prior year~~de-migrated, ~~offset~~a by $25 3 million ~~recognized~~increase in ~~2023,~~revenue ~~which~~recognized ~~we do not expect to reoccur. In addition, we incurred a $36 million decrease~~ due to ~~the~~changes ~~sale~~in offacts ~~our~~and ~~AirCentre~~circumstances ~~portfolio~~associated onwith ~~February~~certain ~~28,~~carriers ~~2022.~~and ~~These decreases were partially offset by~~ a $28 3 million increase in ~~revenue~~other ~~due to an 8% increase in passengers boarded to 689 million~~revenue.

~~Hospitality~~Cost Solutions—Revenue increased $50 million, or 19%, for the year ended December 31, 2023 compared to the prior year. The increase was primarily driven by a $48 million increase in SynXis Software and Services revenue due to an increase in transaction volumes of ~~10% to 122 million driven by new customer deployments and a favorable mix within our distribution channels. Additionally~~revenue, DXexcluding ~~revenue~~technology ~~increased by $2 million.~~costs


	Year Ended December 31,
	2024		2023		Change

	(Amounts in thousands)






Cost of revenue, excluding technology costs	$	1,146,275	$	1,076,241	$	70,034	7	%

Cost of ~~Revenue~~revenue, excluding technology costs, increased $70 million, or 7%, for the year ended December 31, 2024 compared to the prior year. The increase was primarily driven by an $88 million increase in incentive consideration due to an increase in rates as well as higher transaction volumes. This increase was partially offset by a $12 million decrease in

	Year Ended December 31,
	2023		2022		Change
	(Amounts in thousands)
Travel Solutions	$	1,038,628	$	894,556	$	144,072	16	%
Hospitality Solutions	146,820		126,543		20,277		16	%
Eliminations	(38,508)		(28,880)		(9,628)		33	%
Total segment cost of revenue, excluding technology costs	1,146,940		992,219		154,721		16	%
Corporate	18,463		8,624		9,839		114	%
Depreciation and amortization	24,203		39,976		(15,773)		(39)	%
Total cost of revenue, excluding technology costs	$	1,189,606	$	1,040,819	$	148,787	14	%

~~Travel~~restructuring ~~Solutions—Cost of revenue, excluding technology~~ costs, ~~increased~~and a $~~144~~1 million, ordecrease ~~16%,~~in ~~for~~labor ~~the~~and ~~year~~professional ~~ended December 31~~services, ~~2023~~both ~~compared~~driven toby ~~the~~our ~~prior~~cost ~~year.~~reduction ~~The~~plan, ~~increase~~as ~~was~~well ~~primarily~~as ~~driven by~~ a $~~185~~ 5 million ~~increase~~decrease in ~~incentive~~depreciation ~~consideration~~and amortization expense primarily due to ~~higher~~the ~~transaction~~acceleration ~~volume~~of asamortization ~~well~~of ascertain ancustomer ~~increase~~implementation costs in ~~rates.~~the ~~This~~prior ~~increase~~year ~~was~~period, ~~partially~~in ~~offset~~connection bywith a ~~decrease~~customer inde-migrating ~~labor~~from ~~and~~our ~~professional~~systems ~~services~~and ~~costs~~a ~~partially~~$1 ~~due~~million todecrease ~~our~~in ~~cost~~stock-based ~~reduction~~compensation ~~plan~~primarily ~~and~~due ~~the~~to ~~sale~~forfeitures of ~~AirCentre~~unvested shares.

Hospitality Solutions—Cost of revenue, excluding technology costs, increased $20 million, or 16%, for the year ended December 31, 2023 compared to the prior year primarily due to costs associated with increased transaction volumes. Corporate—Cost of revenue, excluding technology costs, increased $10 million, or 114%, for the year ended December 31, 2023 primarily due to a $13 million restructuring charge associated with the reduction of our workforce in 2023. This increase was partially offset by a $3 million decrease in labor and professional services costs due to our cost reduction plan.

Depreciation and Amortization—Cost of revenue, excluding technology costs, decreased $16 million, or 39%, for the year ended December 31, 2023 primarily due to the completion of amortization associated with certain customer implementations.

Technology Costs

	Year Ended December 31,
	2023		2022		Change
	2024		2023		Change
	(Amounts in thousands)
Travel Solutions	$	811,417	$	846,092	$	(34,675)	(4)	%
Technology costs	$	780,749	$	950,726	$	(169,977)	(18)	%
Hospitality Solutions	98,826		110,242		(11,416)		(10)	%
Total segment technology costs	910,243		956,334		(46,091)		(5)	%
Corporate	56,897		48,656		8,241		17	%
Depreciation and amortization	69,456		91,107		(21,651)		(24)	%
Total technology costs	$	1,036,596	$	1,096,097	$	(59,501)	(5)	%

~~Travel Solutions—~~Technology costs decreased $35170 million, or 418%, for the year ended December 31, ~~2023~~2024 compared to the prior year. The decrease was primarily due to an $82 million decrease in labor and professional services driven by our cost reduction plan, a $28 65 million decrease in technology costs due to cost savings related to our ~~mainframe~~cloud ~~offloads and data~~ migrations~~. Additionally~~, ~~labor~~a ~~and~~$16 ~~professional~~million ~~services~~decrease ~~decreased~~in byrestructuring ~~$8 million~~costs ~~due~~driven toby our cost reduction plan, ~~which~~and ~~was~~an ~~partially~~$8 ~~offset~~million bydecrease ~~increased~~in ~~costs~~depreciation and amortization primarily due to ~~support~~the ~~our~~completion ~~technology~~of ~~transformation~~amortization ~~and~~of ~~strategic~~certain ~~growth~~capitalized ~~initiatives~~internal use software.

Hospitality Solutions—Technology costs decreased $11 million, or 10%, for the year ended December 31, 2023 compared to the prior year primarily due to a $17 million decrease in labor and professional services driven by our cost reduction plan. This decrease was partially offset by a $6 million increase in technology costs associated with our technology transformation initiatives, including the migration of SynXis to the cloud, and an increase in transaction volumes.

Corporate—Technology costs increased $8 million, or 17%, for the year ended December 31, 2023 compared to the prior year primarily due to a $27 million restructuring charge associated with the reduction of our workforce in 2023, partially offset by a $10 million decrease in stock-based compensation primarily due to forfeitures of unvested shares, and an $8 million decrease in labor and professional services driven by our cost reduction plan.

Depreciation and Amortization—Technology costs decreased $22 million, or 24%, for the year ended December 31, 2023 compared to the prior year primarily due to a $12 million decrease due to the sale of our AirCentre portfolio and the completion of amortization of capitalized internal use software, as well as an $11 million decrease due to the completion of amortization of technology assets from prior acquisitions.

Selling, General and Administrative Expenses

	Year Ended December 31,
	2023		2022		Change
	2024		2023		Change
	(Amounts in thousands)
Travel Solutions	$	235,891	$	247,510	$	(11,619)	(5)	%
Selling, general and administrative	$	575,972	$	582,887	$	(6,915)	(1)	%
Hospitality Solutions	45,311		47,629		(2,318)		(5)	%
Total segment selling, general and administrative expenses	281,202		295,139		(13,937)		(5)	%
Corporate	298,174		312,470		(14,296)		(5)	%
Depreciation and amortization	55,017		53,550		1,467		3	%
Total selling, general and administrative expenses	$	634,393	$	661,159	$	(26,766)	(4)	%

~~Travel Solutions—~~Selling, general and administrative expenses decreased $127 million, or 51%, for the year ended December 31, ~~2023~~2024 compared to the prior year. The decrease was primarily driven by a $1825 million decrease in restructuring costs and a $3 million decrease in labor and professional services, ~~due~~both todriven by our cost reduction plan. ~~This~~These ~~decrease~~decreases ~~was~~were partially offset by a $410 million increase in ~~the~~indirect ~~provision~~taxes, ~~for~~a ~~credit~~$5 million ~~losses~~increase ~~and~~in a litigation reserve, a $24 million increase in stock-based compensation primarily due to forfeitures of unvested shares in the prior year and a $3 million decrease due to costs associated with investment in our internal business systems in the prior year.

Hospitality Solutions—Selling, general and administrative expenses decreased $2 million, or 5%, for the year ended December 31, 2023 compared to the prior year primarily due to a $3 million decrease in labor and professional services driven by our cost reduction plan, partially offset by a $2 million increase in the provision for credit losses, primarily due to an unfavorable fluctuation to provision reductions in the prior year.

Corporate—Selling, general and administrative expenses decreased $14 million, or 5%, for the year ended December 31, 2023 compared to the prior year. This decrease was partially driven by a decrease of $19 million in stock-based compensation primarily due to forfeitures of unvested shares, a $17 million decrease in legal costs resulting from ongoing litigation, a $15 million decrease due to a litigation reserve recorded in the prior year, and a decrease in other ongoing business expenses. These decreases were partially offset by a $26 million restructuring charge for severance and related benefits costs associated with the reduction of our workforce in 2023, an $11 million charge associated with a tax litigation matter, and a $5 million increase in labor and professional services costs.

Interest expense, net

	Year Ended December 31,
	2023		2022		Change
	2024		2023		Change
	(Amounts in thousands)
Interest expense, net	$	~~447~~453,~~878~~274	$	~~295~~396,~~231~~598	$	~~152~~56,~~647~~676	5214	%

Interest expense increased $~~153~~57 million, or 5214%, for the year ended December 31, ~~2023~~2024 compared to the same period in the prior year primarily due to ~~higher~~additional interest ~~rates~~incurred onsince ~~our~~the ~~term~~prior ~~loans~~year ~~and~~period ~~additional interest incurred~~ in connection with the financing activities that occurred during ~~2023~~2024. ~~This~~See ~~increase~~Note ~~was~~10. ~~partially~~Debt ~~offset~~to byour ~~the~~consolidated ~~impact~~financial ofstatements ~~our~~for ~~interest~~further ~~rate swaps~~details. ~~See~~Interest ~~Note~~expense, ~~10.~~net ~~Debt~~from ~~for~~continuing ~~further~~operations ~~details~~excludes ofinterest ~~these~~expense associated with the debt ~~transactions~~that ~~and~~was ~~Note~~required ~~11.~~to ~~Derivatives~~be ~~for~~repaid ~~further~~with ~~details~~the ~~regarding~~proceeds ~~our~~from ~~interest~~the ~~rate~~Hospitality ~~swaps~~Solutions Sale, in all periods presented.

Loss on Extinguishment of Debt

We recognized a loss on extinguishment of debt of $~~109~~38 million during the year ended December 31, ~~2023,~~2024 ~~including~~as a ~~loss~~result onof ~~extinguishment~~the ofrefinancing ~~debt~~activity that occurred in the first quarter of ~~$121 million~~2024. asWe recognized a ~~result~~loss ofon ~~the~~extinguishment ~~financing~~of ~~activity~~debt ~~that~~of ~~occurred~~$109 inmillion during the ~~third~~year ~~quarter~~ended ofDecember 31, 2023, ~~partially~~including ~~offset by~~ a ~~gain~~loss on extinguishment of debt of $13 121 million as a result of the financing activity that occurred in the ~~second~~third quarter of 2023., Wepartially ~~recognized~~offset by a ~~loss~~gain on extinguishment of debt of $413 million ~~during the year ended December 31, 2022~~ as a result of the ~~refinancing~~financing activity that occurred in ~~2022~~the second quarter of 2023. See Note 10. Debt to our consolidated financial statements for further details regarding these debt transactions.

Other, net

	Year Ended December 31,
	2023		2022		Change
	2024		2023		Change
	(Amounts in thousands)
Other, net	$	~~(13~~20,~~751)~~628	$	(~~136~~13,~~645~~017)	$	~~122~~33,~~894~~645	(90258)	%

Other, net increased $123 million for the year ended December 31, 2023 compared to the prior year primarily due to the gain on the sale of AirCentre of $180 million in the prior year, partially offset by a change in fair value of our investments in securities from a loss of $26 million in 2022 to a loss of $2 million in 2023, as well as other non-operating gains of $15 million in 34

38Other, net increased $34 million for the year ended December 31, 2024 compared to the same period in the prior year primarily due to $21 million in debt modification costs associated with the financing activity that occurred in the fourth quarter of 2024, a $16 million increase primarily due to other non-operating gains recognized in the prior year and a $2 million increase due to realized and unrealized foreign currency exchange losses in the current period. This increase is partially offset by changes in realized and unrealized gains and losses from our investments in securities from a loss of $2 million in the prior year period to a gain of $3 million in the current year period. See Note 12. Fair Value Measurements to our consolidated financial statements for further details regarding our investments in securities and Note 10. Debt to our consolidated financial statements for further details regarding debt transactions.

2023 and realized and unrealized foreign currency exchange gains. See Note 3. Acquisitions and Dispositions for further details regarding the AirCentre sale and Note 12. Fair Value Measurements for further details regarding our investments in securities.

Provision for Income Taxes

	Year Ended December 31,
	2023		2022		Change
	2024		2023		Change
	(Amounts in thousands)
Provision for income taxes	$	344,~~729~~107	$	833,~~666~~645	$	26(29,~~063~~538)	~~301~~(88)	%

~~Our~~For ~~effective~~the year ended December 31, 2024, we recognized $4 million of income tax ~~rate~~expense ~~for~~from ~~each~~continuing operations compared to an income tax expense of $34 million for the ~~years~~year ended December 31, 2023 ~~and 2022 was less than 1%~~. The effective tax rate increased for the year ended December 31, ~~2023~~2024, as compared to the ~~same~~prior ~~period~~year ~~in 2022 decreased~~ primarily due to ~~changes~~the inimpact of the change in valuation allowance ~~due~~recorded toin ~~adjustments~~the ~~based~~current onperiod ~~realizability~~and various discrete items recorded in each of the ~~related~~respective ~~deferred~~years. The difference between our effective tax ~~assets~~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.

The differences between our effective tax rate and the U.S. federal statutory income tax rate primarily resulted from our geographic mix of taxable income in various tax jurisdictions, tax permanent differences, valuation allowances, and tax credits.

Liquidity and Capital Resources

Our current principal source of liquidity is our cash and cash equivalents on hand. As of December 31, ~~2024~~2025 and ~~2023~~2024, our cash and cash equivalents and outstanding letters of credit were as follows (in thousands):

	As of December 31,
	2024		2023
	2025		2024
Cash and cash equivalents	$	~~724~~791,~~479~~555	$	~~648~~724,~~207~~479
Outstanding balance under the AR Facility(1)	82,~~200~~000		~~110~~82,~~000~~200
Available undrawn balance under the AR Facility(1)	—		~~400~~—
Outstanding letters of credit under the bilateral letter of credit facility	1210,~~535~~963		1112,~~514~~535
Available under the bilateral letter of credit facility	79,~~465~~037		87,~~486~~465

______________________

(1)AR Facility (as defined below) does not include the FILO Facility (as defined below).

As of December 31, ~~2024~~2025, we had $82 million outstanding under 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. See Note 10. Debt to our consolidated financial statements.

We consider cash equivalents to be highly liquid investments that are readily convertible into cash. Securities with contractual maturities of three months or less, when purchased, are considered cash equivalents. We record changes in a book overdraft position, in which our bank account is not overdrawn but recently issued and outstanding checks result in a negative general ledger balance, as cash flows from financing activities. 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 December 31, ~~2024~~2025 and ~~2023~~2024. We had $21 million held as cash collateral for standby letters of credit in restricted cash on our consolidated balance sheets as of December 31, 2025 and 2024 and ~~2023~~$98 million in restricted cash for purposes of redeeming the 8.625% senior secured notes due 2027, in 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. We have experienced volume growth that has generally leveled off, which may continue into the future and could impact our rate of growth. 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. Given the uncertain economic environment, we cannot provide assurance that the assumptions used to estimate our liquidity requirements will be accurate. However, based on our assumptions and estimates with respect to our financial condition, we believe that we have resources to sufficiently fund our liquidity requirements over at least the next twelve months, including the aggregate payment of approximately $~~231~~248 million of principal due ator ~~maturity~~committed to be redeemed early under our current debt facilities.

In ~~2023~~2024 and ~~2024~~2025, we refinanced and extended the maturity date on portions of our debt, which ~~negatively~~increased ~~impacted~~ our ~~results~~interest ~~due~~rates toat ~~increasing~~the ~~interest~~time ~~rates,~~of asthese ~~well~~transactions asand ~~negatively~~reduced ~~impacted~~ our liquidity due to our utilizing cash from our balance sheet. In ~~the~~addition, ~~second~~during ~~quarter~~this period, we repaid debt using cash from our balance sheet of ~~2023~~$96 million. Further, we ~~began~~used ~~implementing~~proceeds aof ~~cost~~$822 million ~~reduction~~from ~~plan~~the ~~designed~~sale of Hospitality Solutions to ~~reposition~~pay ~~our~~down ~~business~~debt and added approximately $135 million of cash to the ~~current~~balance ~~environment~~sheet, in accordance with the terms of the Amended and toRestated ~~structurally~~Credit ~~reduce~~Agreement, ~~our~~dated ~~cost~~as ~~base~~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. WeThe ~~will~~2026 ~~continue~~Exchangeable toNotes ~~monitor~~(as ~~our~~defined ~~liquidity~~below) ~~levels~~of $150 million mature in August 2026 and ~~take~~the ~~additional~~Securitization ~~steps~~Facility ~~should~~(as wedefined ~~determine~~below) ~~they~~of ~~are~~$202 million ~~necessary~~matures in March 2027. No further maturities occur until 2029.

We ~~utilize~~have ~~cash~~announced ~~and~~that ~~cash~~we ~~equivalents~~are ~~primarily~~implementing a program in 2026, designed to ~~pay~~offset ~~our~~normal ~~operating~~inflationary ~~expenses,~~pressures ~~make~~over ~~capital~~the ~~expenditures~~next two to three years, ~~invest~~with inthe ~~our~~goal ~~information~~of keeping technology ~~infrastructure~~costs and selling, ~~products~~general and ~~offerings,~~administrative ~~pay~~costs ~~taxes~~relatively flat when compared to 2025. Costs associated with this program are expected to be approximately $65 million, ~~service~~with the majority of disbursements occurring in 2026. We are currently evaluating measures to enhance our ~~debt~~financial asposition, itwhich ~~becomes~~may ~~due~~include implementing additional refinancings, ~~and~~profit ~~pay~~improvement initiatives, and other ~~long-~~operational efficiencies; these actions may result in the incurrence of initial upfront costs.

39We utilize cash and cash equivalents primarily to pay our operating expenses, make capital expenditures, invest in our information technology infrastructure, products and offerings, pay taxes, service our debt as it becomes due, and pay other long-term liabilities. Free cash flow is calculated as cash flow from operations reduced by additions to property and equipment. Cash provided by operations for full year 2026 is expected to be approximately $10 million and free cash flow is expected to be approximately negative $70 million, driven primarily by the impact of restructuring costs associated with our inflation offset program.

term liabilities. Free cash flow is calculated as cash flow from operations reduced by additions to property and equipment. We expect the full year 2025 free cash flow to be greater than $200 million, which we expect to be impacted by normal seasonality on a quarterly basis.

Our ability to generate cash depends on many factors beyond our control, and any failure to meet our debt service obligations could harm our business, financial condition and results of operations. Our ability to make payments on and to refinance our indebtedness, and to fund working capital needs and planned capital expenditures will depend on our ability to generate cash in the future, which is subject to general economic, financial, competitive, business, legislative, regulatory and other factors that are beyond our control. See “Risk Factors—We may require more cash than we generate in our operating activities, and additional funding on reasonable terms or at all may not be available.”

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. 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.

While our business has incurred net losses on a GAAP basis, we recognized federal taxable income in ~~2024~~2025 based on our operating and non-operating results pursuant to the provisions of the Tax Cuts and Jobs Act that limit interest expense deduction and the annual use of net operating loss (“NOL”) carryforwards, and requires companies to capitalize and amortize research and development costs. AsOn aJuly ~~result~~4, ~~we expect to be a U.S. federal cash taxpayer in~~ 2025, ~~and~~tax welegislation ~~also~~commonly ~~expect~~referred to ~~benefit~~as ~~from~~ the ~~utilization~~One ofBig ~~NOLs~~Beautiful inBill ~~2025~~Act to(“OBBBA”) ~~the~~was ~~extent~~enacted ~~available~~in the U.S. WeOBBBA ~~expect~~includes tosignificant ~~continue~~provisions, tosuch ~~benefit~~as ~~from~~the ~~our~~permanent ~~NOLs~~extension ~~and~~of certain ~~tax~~expiring ~~credits~~provisions inof the ~~near-term~~Tax ~~beyond~~Cuts ~~2025.~~and ~~Additionally,~~Jobs ~~several countries~~Act, ~~primarily~~modifications ~~Canada~~to ~~and~~the ininternational ~~Europe~~tax framework, ~~have~~and ~~proposed~~the orrestoration ~~adopted~~of ~~DST~~favorable ontax ~~revenue~~treatment ~~earned~~for bycertain ~~multinational~~business ~~companies~~provisions. ~~from~~The ~~the~~legislation ~~provision~~has ofmultiple ~~certain~~effective ~~digital services~~dates, ~~such~~with ascertain ~~the~~provisions ~~use~~effective ofin an2025 ~~online~~and ~~marketplace,~~others ~~regardless~~implemented ofthrough ~~physical presence~~2027. We ~~record~~have ~~DST~~accounted infor ~~selling,~~the ~~general~~effects ~~and~~of ~~administrative~~the ~~costs~~OBBBA in ~~the~~our consolidated financial statements, and certain provisions of ~~operations.~~OBBBA, ~~During~~such as the ~~second~~reinstatement ~~quarter~~ of ~~2024~~bonus depreciation, wefull ~~recorded~~expensing ~~$8 million~~ of ~~DST~~R&D ~~related~~expenses, toand ~~recently~~increases ~~enacted~~in ~~legislation~~the inlimitation ~~Canada~~of interest deductibility, ofhave ~~which~~provided ~~$6 million~~a ~~was~~U.S. ~~retroactive~~federal tocash ~~periods~~tax ~~prior~~benefit tofor ~~2024~~2025. ~~These~~Additionally, ~~amounts~~several ~~will~~countries, ~~become~~primarily ~~due~~Canada and in ~~the~~Europe, ~~second~~have ~~quarter~~adopted ofDST ~~2025.~~on Werevenue ~~are~~earned ~~continuing~~by tomultinational ~~analyze~~companies from the ~~ongoing~~provision ~~impacts~~ of ~~DST~~certain ondigital ~~our~~services, ~~business~~such inas ~~various~~the ~~jurisdictions~~use ~~and~~of ~~currently~~an ~~expect~~online ~~future~~marketplace, ~~DST~~regardless ~~expense~~of tophysical bepresence. ~~lower~~As ~~than~~DSTs ~~current~~are ~~periods~~proposed, ~~unless~~enacted ~~additional~~or ~~jurisdictions~~changed ~~adopt~~in ~~DST~~jurisdictions ~~with~~around athe ~~retroactive~~world, ~~date.~~we Inmonitor ~~the~~such ~~third~~legislation ~~quarter~~ and ~~fourth~~determine ~~quarters~~its ofapplicability ~~2024,~~to ~~we increased~~ our ~~DST~~operations ~~reserves~~in ~~further~~these ~~for additional~~ jurisdictions. ~~that~~We werecord ~~believe~~DST ~~are~~in ~~applicable;~~selling, ~~payment~~general ofand ~~these~~administrative ~~amounts~~costs ~~may~~in ~~negatively~~the ~~impact~~consolidated ~~our~~statements ~~cash~~of ~~flow~~operations.

The 2023 Term Loan Agreement, as defined below, requires that we maintain cash balances of at least $100 million in certain foreign subsidiaries. Otherwise, our cash, cash equivalents and marketable securities held by our foreign subsidiaries are available to satisfy domestic liquidity needs arising in the ordinary course of business, including liquidity needs associated with our domestic debt service requirements. We do not consider undistributed foreign earnings to be indefinitely reinvested as of December 31, 2024, with certain limited exceptions and have not, in those cases, recorded corresponding deferred taxes. We consider the undistributed capital investments in most of our foreign subsidiaries to be indefinitely reinvested as of December 31, 2024 and have not provided deferred taxes on any outside basis differences.36

Contractual Obligations

Our material cash requirements consist of the following contractual obligations, excluding pension obligations. See Note 17. Pension and Other Postretirement Benefit Plans, to our consolidated financial statements. We had no off balance sheet arrangements during the years ended December 31, ~~2024~~2025, ~~2023~~2024 and ~~2022~~2023.

Debt

Our debt obligation includes all interest and principal of borrowings under our senior secured credit facilities, ~~senior secured term loan due 2028,~~ securitization facility, senior secured notes due ~~2025~~2027, ~~2027~~2029 and ~~2029~~2030 and senior exchangeable notes due ~~2025 and~~ 2026. Under certain circumstances, we are required to pay a percentage of the excess cash flow, if any, generated each year to our lenders which is not reflected in the amount disclosed below. Interest on the senior secured credit facilities, ~~senior secured term loan due 2028~~ and securitization facility is based on the ~~SOFR~~Secured ~~rate~~Overnight orFinancing ~~the~~Rate ~~Reference~~("SOFR") ~~Rate~~rate plus a base margin and includes the effect of interest rate swaps. See Note 10. Debt, to our consolidated financial statements. As of December 31, ~~2024~~2025, we had a total debt obligation, including interest, of $76 billion, with $~~623~~734 million due within the next 12 months. ~~Interest capitalized or expected to be capitalized into debt as paid-in-kind is included in the period it will ultimately become due.~~ For purposes of this disclosure, we have used projected SOFR ~~or Reference Rates, as applicable,~~ for all future periods.

Lease obligations

We lease approximately ~~800~~725 thousand square feet of office space in 5649 locations in 3837 countries. Lease payment escalations are based on fixed annual increases, local consumer price index changes or market rental reviews. We have renewal options of various term lengths in approximately 2419 of our 72 leases. We have 1no purchase ~~option~~options and no restrictions imposed by our leases concerning dividends or additional debt. See Note 13. Leases, to our consolidated financial statements. As of December 31, ~~2024~~2025, we had total lease ~~obligation~~obligations of $8879 million, with $1816 million due within the next 12 months.

ITTechnology agreements

40Certain agreements with technology providers, including for the provision of outsourcing services for our IT infrastructure and applications and the provision of certain cloud-based services, include minimum amounts due for the provision of those services. Contractual minimums are annual in some instances and span multiple years in other contracts. As of December 31, 2025, we had total technology agreement obligations of $2.1 billion, with $337 million due within the next 12 months. Actual payments may vary significantly from the minimum amounts calculated and include our estimated spend for those contracts with committed spend covering multiple years.

Certain agreements with technology providers, including for the provision of outsourcing services for our IT infrastructure and applications and the provision of certain cloud-based services, include minimum amounts due for the provision of those services. Contractual minimums are annual in some instances and span multiple years in other contracts. As of December 31, 2024, we had total IT agreement obligations of $1.9 billion, with $267 million due within the next 12 months. Actual payments may vary significantly from the minimum amounts calculated and include our estimated spend for those contracts with committed spend covering multiple years.

Purchase obligations

Purchase obligations represent an estimate of open purchase orders and contractual obligations in the ordinary course of business for which we have not received the goods or services as of December 31, ~~2024~~2025. Although open purchase orders are considered enforceable and legally binding, the terms generally allow us the option to cancel, reschedule and adjust our requirements based on our business needs prior to the delivery of goods or performance of services. As of December 31, ~~2024~~2025, we had a total purchase obligation of $~~240~~273 million, with $~~173~~225 million due within the next 12 months.

Letters of credit

Our letters of credit consist of stand-by letters of credit, underwritten by a group of lenders and backed by cash collateral, which we primarily issue in the normal course of business. There were no claims made against any standby letters of credit during the years ended December 31, ~~2024~~2025, ~~2023~~2024 and ~~2022~~2023. As of December 31, ~~2024~~2025, we had a total obligation of $1311 million, with $10 million due within the next 12 months.

Legal obligation

In December 2024, we entered into a settlement agreement in which we agreed to pay US Airways an aggregate of $20 million, due within the next 12 months. See Note 18. Commitments and Contingencies, to our consolidated financial statements for further details.

Uncertain tax positions

Uncertain tax positions include associated interest and penalties. The timing of related cash payments for substantially all of these liabilities is inherently uncertain because the ultimate amount and timing of such liabilities is affected by factors which are variable and outside our control. As of December 31, ~~2024~~2025, we had a total obligation of $3948 million,. ~~with~~It is reasonably possible that $19 million ~~due~~in ~~within~~uncertain tax positions may be resolved in the next 12 months, due to statute of limitations expiration.

Capital Resources

As of December 31, ~~2024~~2025, our outstanding debt totaled $54.13 billion, which is net of debt issuance costs and unamortized discounts of $~~156~~183 million. Currently approximately 4710% of our debt, net of cash and hedging impacts from interest rates swaps, is variable and impacted by changes in interest rates. Approximately 27% of our debt is variable, excluding the Senior Secured Term Loan due in 2028, where interest rate pricing is subject to the highest yield to maturity of Sabre GLBL secured debt as defined by the Reference Rate. See “Risk Factors—We are exposed to interest rate fluctuations." 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.

~~The~~Global ~~global~~ capital markets experienced ~~periods~~sustained of volatility throughout ~~2023~~2025, ~~and~~driven ~~2024~~by inescalating ~~response~~geopolitical toconflicts—including the ~~geopolitical~~prolonged ~~conflict,~~war ~~changes~~ in ~~the~~Ukraine ~~rate~~and ofrenewed ~~inflation~~Middle East hostilities—rising trade frictions and tariff related disruptions, and ~~uncertainty~~continued ambiguity regarding inflation trends and the future path of U.S. monetary policy. During ~~2023~~2024 and ~~2024~~2025, we refinanced portions of our debt which resulted in interest rates higher than prior years, increasing current and future interest expense. ~~However~~Through June 4, 2025, the 2023 ~~Term~~term ~~Loan~~loan ~~Agreement,~~credit asagreement ~~defined~~governing ~~below,~~the ~~provides~~senior secured term loan due 2028 (the “2028 Term Loan") provided the ability for interest to be payable-in-kind, such that amounts due ~~are~~were capitalized into the note balance at the payment date rather than paid in cash, reducing our near-term cash payments for interest on this debt. ~~Subject~~On toJune ~~market~~4, ~~conditions~~2025, we ~~may~~repaid ~~opportunistically~~all ~~refinance~~outstanding ~~portions~~borrowings ofunder ~~our debt in~~ the ~~near~~2028 ~~term~~Term ~~which, at current interest rates and market conditions, may negatively impact our interest expense or result in higher dilution~~Loan. InSubject ~~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~~conditions, ~~tender offers, exchange offers or otherwise, or~~ we may ~~redeem~~opportunistically ~~or prepay portions of our existing indebtedness. Any such action will depend on market conditions and various other factors existing at that time.~~

Our continued access to capital resources depends on multiple factors, including global economic conditions, the condition of global financial markets, the availability of sufficient amounts of financing, our ability to meet debt covenant requirements, our operating performance, and our credit ratings. These factors could lead to further market disruption and potential increases to our funding costs. While the terms of our outstanding indebtedness allow us to incur additional debt, subject to limitations, our ability to incur additional secured indebtedness is significantly limited. As a result, we expect that any material increases in total indebtedness, if available and to the extent issued in the future, may be unsecured. If our credit ratings were to be downgraded, or financing sources were to become more limited or to ascribe higher risk to our rating levels or our industry, our access to capital and the cost of any financing would be negatively impacted. There is no guarantee that additional debt financing will be available in the future to fund our obligations, or that it will be available on commercially reasonable terms, in which case we may need to seek other sources of funding. In addition, the terms of future debt agreements could include more restrictive covenants than those we are currently subject to, which could restrict our business operations. For more information, 37

41refinance 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. Any such action will depend on market conditions and various other factors existing at that time.

Under the Amended and Restated Credit Agreement, ~~dated as of February 19, 2013 (~~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. In the first quarter of 2023, we entered into the AR Facility of up to $200 million, and in the first quarter of 2024, we increased the overall size of the AR Facility through the FILO Facility, resulting in a Securitization Facility of $235 million (as each of such terms is defined below). In ~~June~~December ~~2023~~2025, we entered into a series of transactions ~~including~~governing anour ~~intercompany~~newly issued 11.125% senior secured ~~term~~notes ~~loan~~due ~~agreement~~2029 (the ~~"Pari~~“June ~~Passu~~2029 ~~Loan Agreement"~~Notes”), ~~and~~including aan ~~new~~intercompany ~~term~~ loan ~~credit~~ agreement ~~with certain lenders~~ (the "~~2023~~2025 ~~Term~~Pari Passu Loan Agreement"), which ~~provides~~provide for ~~a senior secured term loan of~~ up to $~~700~~1 ~~million~~billion in aggregate principal amount and requires ~~that we maintain cash balances of at least $100 million in~~ certain ~~foreign subsidiaries and other~~ covenants to ensure collateral of the applicable foreign guarantors meet certain minimum levels. The ~~2023~~June ~~Term~~2029 ~~Loan~~Notes ~~Agreement~~ also ~~includes~~include various non-financial covenants, including restrictions on making certain investments, disposition activities and affiliate transactions. In addition, the ~~2023~~June ~~Term~~2029 ~~Loan~~Notes ~~Agreement~~contain ~~contains~~ 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 December 31, ~~2024~~2025, we ~~are~~were in compliance with all covenants under the terms of the Amended and Restated Credit Agreement, the Securitization Facility (as defined below), the ~~2023~~June ~~Term~~2029 ~~Loan~~Notes ~~Agreement~~ and the 2025 Pari Passu Loan Agreement.

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. This percentage requirement may decrease or be eliminated if certain leverage ratios are achieved. Based on our results for the year ended December 31, ~~2023~~2024, we were not required to make an excess cash flow payment in ~~2024~~2025, and no excess cash flow payment is expected to be required in ~~2025~~2026 with respect to our results for the year ended December 31, ~~2024~~2025. We are further required to pay down the term loans with proceeds from certain asset sales, net of taxes, or borrowings, that are not otherwise reinvested in the business, as provided in the Amended and Restated Credit Agreement.

We are further required to pay down the term loans with proceeds from certain asset sales, net of taxes, or borrowings, that are not otherwise reinvested in the business, as provided in the Amended and Restated Credit Agreement. As of December 31, 2023, we had reinvested $277 million of the proceeds from the disposition of AirCentre. In 2023, we prepaid $16 million in principal and unaccrued interest on 2021 Term Loan B-2, and $32 million in principal and unaccrued interest on 2022 Term Loan B-1 and 2022 Term Loan B-2, using the remaining net cash proceeds from the sale of AirCentre, in accordance with the contractual terms of the Amended and Restated Credit Agreement dated February 19, 2013.

Recent Events Impacting Our Liquidity and Capital Resources

Following the closing of the Hospitality Solutions Sale, we used the net proceeds primarily to repay a portion of our outstanding indebtedness, including repayments under our (i) 2021 Term Loan B-2 in the amount of $158 million, (ii) 2022 Term Loan B-1 in the amount of $164 million, (iii) 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. 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. In addition, receivables related to the Hospitality Solutions business were removed from the Securitization Facility on July 3, 2025, and we repaid $23 million of the outstanding balance on our Securitization Facility.

Senior Secured Credit Facilities

On November 25, 2024, we entered into a third and fourth amendment to the Amended and Restated Credit Agreement (together, the “Term Loan B Amendments”) to which Sabre GLBL agreed to exchange $775 million of our existing senior secured term loans (the “Existing Term Loans”) for the same amount of new senior secured term loans maturing on November 15, 2029 (the “2024 Term Loans”). We incurred no additional indebtedness as a result of this refinancing. The Term Loan B Amendments included the application of the proceeds of a new $700 million and $75 million term loan “B” facility (the “2024 Term Loan B-1” and the”2024 Term Loan B-2”, respectively), borrowed by Sabre GLBL under the Amended and Restated Credit Agreement, with the effect of extending the maturity of approximately $775 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 and did not incur additional indebtedness as a result of the Term Loan B Amendments. We incurred third-party fees of approximately $10 million plus $14 million of accrued and unpaid interest, of which $9 million and $14 million were paid in cash, respectively, during the year ending December 31, 2024, and $1 million of third-party fees will be paid subsequent to December 31, 2024. We determined that the Term Loan B Amendments represent a debt modification and therefore we expensed all $10 million of third-party costs, to Other, Net in our consolidated statements of operations for the year ended December 31, 2024 and are included in cash flow from operations as paid. The 2024 Term Loan B-1 and 2024 Term Loan B-2 mature on November 15, 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 2024 Term Loans will bear interest at Term SOFR, plus an applicable margin of 600 basis points, or at base rate, plus an applicable margin of 500 basis points. The term SOFR for the 2024 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 2024 Term Loans have substantially similar terms as the Existing Term Loans, including guarantees and security interests.38

On November 25, 2024, we entered into a third and fourth amendment to the Amended and Restated Credit Agreement (together, the “Term Loan B Amendments”) to which Sabre GLBL agreed to exchange $775 million of our then-existing senior secured term loans for the same amount of new senior secured term loans maturing on November 15, 2029 (the “2024 Term Loans”). We incurred no additional indebtedness as a result of this refinancing. The Term Loan B Amendments included the application of the proceeds of a new $700 million and $75 million term loan “B” facility (the “2024 Term Loan B-1” and the ”2024 Term Loan B-2”, respectively), borrowed by Sabre GLBL under the Amended and Restated Credit Agreement, with the effect of extending the maturity of approximately $775 million of the then-existing Term Loan B credit facility under the Amended and Restated Credit Agreement. Sabre GLBL did not receive any cash proceeds from the exchange and did not incur additional indebtedness as a result of the Term Loan B Amendments. We incurred third-party fees of approximately $10 million plus $14 million of accrued and unpaid interest, of which $9 million and $14 million were paid in cash, respectively, during the year ending December 31, 2024. The remaining third-party fees have been paid as of December 31, 2025. We determined that the Term Loan B Amendments represented a debt modification and therefore we expensed all $10 million of third-party costs, to other, net in our consolidated statements of operations for the year ended December 31, 2024 and were included in cash flow from operations as paid. The 2024 Term Loan B-1 and 2024 Term Loan B-2 mature on November 15, 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 2024 Term Loans bear interest at term SOFR, plus an applicable margin of 600 basis points, or at base rate, plus an applicable margin of 500 basis points. The term SOFR for the 2024 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 2024 Term Loans have substantially similar terms as the then-existing term loans, including guarantees and security interests.

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 pursuant to which Sabre GLBL agreed to exchange $347 million of the 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.

Senior Secured Notes

On ~~November~~March 257, 2024, Sabre GLBL exchanged approximately $~~246~~36 million ~~in principal amount~~ of our 8then-outstanding 7.~~625~~375% senior secured notes due ~~2027~~2025 (the “~~June~~September ~~2027~~2025 Notes”) and approximately $~~509~~7 million ~~in principal amount~~ of our 11then-outstanding 9.250% senior secured notes due ~~December~~2025 ~~2027~~ (the “~~December~~April ~~2027~~2025 Notes”) for approximately $~~800~~50 million aggregate principal amount of ~~new~~additional 108.~~750~~625% senior secured notes due ~~November~~2027 ~~2029~~ (the “~~November~~June ~~2029~~2027 Notes”) (the ~~“Initial~~"March ~~November~~ 2024 Senior Secured Exchange ~~Transactions”~~Transaction"). ~~Shortly~~No ~~thereafter,~~additional onindebtedness ~~November~~was ~~27,~~incurred ~~2024,~~as ~~Sabre~~a ~~GLBL~~result ~~issued~~of anthe ~~additional~~March ~~approximately~~2024 ~~$25 million~~Senior inSecured ~~aggregate~~Exchange ~~principal~~Transaction, ~~amount~~other ofthan ~~November~~amounts ~~2029~~covering ~~Notes in~~ exchange ~~for~~fees ~~approximately $21 million~~ of ~~our 9.25% senior secured notes due 2025 (the “April 2025 Notes”) and~~ approximately $47 million ~~of our 7~~.~~375%~~ ~~senior secured notes due 2025 (the “September 2025 Notes”) (together with the Initial November 2024 Exchange Transactions, the “November 2024 Exchange Transactions”).~~ Other than the issuance date and issue price, these additional ~~November~~June ~~2029~~2027 ~~notes~~Notes have the same terms, form a single series with, and are fungible with the ~~November~~June ~~2029~~2027 Notes ~~described~~issued ~~above. The November 2029 Notes bear interest at a rate of 10.750% per annum, and interest payments are due semi-annually~~ in ~~arrears~~September ~~on May 15 and November 15 of each year, beginning May 15, 2025~~2023. The November 2029 Notes mature on November 15, 2029. Sabre GLBL did not receive any cash proceeds from the exchange and did not incur additional indebtedness as a result of the exchange other than $45 million of early exchange consideration on the November 2029 Notes, which was recorded as a discount. We incurred ~~$11 million~~additional in fees, ~~along~~of ~~with~~approximately $311 million ~~in accrued and unpaid interest~~, of which ~~$10 million and $31 million~~ were ~~paid~~funded inwith cash, ~~respectively,~~on ~~during the year ending December 31, 2024, and $1 million of third-party fees will be paid subsequent to December 31, 2024~~hand. We determined that the ~~November~~March 2024 Senior Secured Exchange ~~Transactions~~Transaction, including the impact of the ~~early~~ exchange ~~consideration~~fees, ~~represent~~represented a debt ~~modification~~extinguishment and therefore, ~~expensed~~recognized ~~$11 million~~a ofloss ~~debt~~on ~~modification~~extinguishment ~~costs in Other, net in our consolidated statements~~ of ~~operations~~debt ~~for~~during the year ended December 31, 2024 ~~and~~of ~~included~~approximately in$7 million, ~~cash~~primarily ~~flow~~consisting ~~from~~of ~~operations~~exchange asfees ~~paid.~~related ~~The~~to ~~November~~the ~~2029~~June 2027 Notes. ~~are~~The ~~jointly~~April ~~and~~2025 ~~severally,~~Notes ~~irrevocably~~ and ~~unconditionally~~the ~~guaranteed~~September by2025 ~~Sabre~~Notes ~~Holdings~~matured and ~~all~~were ofrepaid ~~Sabre~~in ~~GLBL’s~~full ~~restricted~~in ~~subsidiaries that guarantee Sabre GLBL’s credit facilities governed by~~ the ~~Amended~~second and ~~Restated~~third ~~Credit~~quarters ~~Agreement~~of 2025, respectively.

On March 7, 2024, Sabre GLBL exchanged approximately $36 million of the September 2025 Notes and approximately $7 million of the April 2025 Notes for approximately $50 million aggregate principal amount of additional June 2027 Notes (the "March 2024 Senior Secured Exchange Transaction"). No additional indebtedness was incurred as a result of the March 2024 Senior Secured Exchange Transaction, other than amounts covering exchange fees of approximately $7 million. Other than the issuance date and issue price, these additional June 2027 Notes have the same terms, form a single series with, and are fungible with the June 2027 Notes issued in September 2023. We incurred additional fees of approximately $1 million, which were funded with cash on hand. We determined that the March 2024 Senior Secured Exchange Transaction, including the impact of the exchange fees, represents a debt extinguishment and therefore recognized a loss on extinguishment of debt during the year ended December 31, 2024 of approximately $7 million, primarily consisting of exchange fees related to the June 2027 Notes.39

On November 25, 2024, Sabre GLBL exchanged approximately $246 million in principal amount of the June 2027 Notes and approximately $509 million in principal amount of our 11.250% senior secured notes due December 2027 (the “December 2027 Notes”) for approximately $800 million of new 10.750% senior secured notes due November 2029 (the “November 2029 Notes”) (the “Initial November 2024 Exchange Transactions”). Shortly thereafter, on November 27, 2024, Sabre GLBL issued an additional approximately $25 million in aggregate principal amount of November 2029 Notes in exchange for approximately $21 million of the then-outstanding April 2025 Notes and approximately $4 million of the then-outstanding September 2025 Notes (together with the Initial November 2024 Exchange Transactions, the “November 2024 Exchange Transactions”). Other than the issuance date and issue price, these additional November 2029 notes have the same terms, form a single series with, and are fungible with the November 2029 Notes described above. The November 2029 Notes bear interest at a rate of 10.750% per annum, and interest payments are due semi-annually in arrears on May 15 and November 15 of each year, beginning May 15, 2025. The November 2029 Notes mature on November 15, 2029. Sabre GLBL did not receive any cash proceeds from the exchange and did not incur additional indebtedness as a result of the exchange other than $45 million of early exchange consideration on the November 2029 Notes, which was recorded as a discount. We incurred $11 million in fees, along with $31 million in accrued and unpaid interest. We determined that the November 2024 Exchange Transactions, including the impact of the early exchange consideration, represented a debt modification and therefore, expensed $11 million of debt modification costs in other, net in our consolidated statements of operations for the year ended December 31, 2024 and included in cash flow from operations as paid. The November 2029 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 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 its outstanding principal under an intercompany loan agreement with Sabre Financial Borrower, LLC, which applied such amounts toward full prepayment of Sabre Financial Borrower, LLC’s 2028 Term Loan; and (ii) to repurchase $325 million in principal amount of its June 2027 Notes (the “June 2025 Refinancing”). Interest on the July 2030 Notes is due semiannually 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 new note issuance costs. 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. 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.

On December 5, 2025, Sabre Financial Borrower, LLC (“Sabre FB”), our indirect, consolidated subsidiary 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 or will be 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.

On December 8, 2025, Sabre GLBL exchanged approximately $379 million in principal amount of the November 2029 Notes, $240 million in principal amount of the June 2027 Notes and $44 million in principal amount of 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. The debt will be repaid by the trustee at the early call price on March 2, 2026 under the terms of the notes.

Subsequent to December 31, 2025, 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.

Exchangeable Notes

On March 19, 2024, Sabre GLBL exchanged $150 million aggregate principal amount of our 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, together with the 2025 Exchangeable Notes, the "Exchangeable Notes") and approximately $30 million of cash (the "March 2024 Exchangeable Notes Exchange Transaction"). We incurred additional fees of approximately $5 million in associated fees and expenses plus $3 million of accrued and unpaid interest, all of which were funded with cash on hand. We determined that the March 2024 Exchangeable Notes Exchange Transaction, including the impact of the exchange fees, represents a debt extinguishment and therefore recognized a loss on extinguishment of debt of $31 million. 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 December 31, 2025, we have $150 million aggregate principal amount of 2026 Exchangeable Notes outstanding. The 2025 Exchangeable Notes matured on April 15, 2025, and were settled with cash.

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. 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 December 31, 2024, we have $150 million aggregate principal amount of 2026 Exchangeable Notes outstanding.

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.

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 December 31, ~~2024~~2025, we had $202 million outstanding under the Securitization Facility, consisting of $82 million under the AR Facility and $120 million outstanding under the FILO Facility.

~~Dividends~~41

The Preferred Stock accumulated cumulative dividends at a rate per annum equal to 6.50% payable, at our election, in cash, shares of our common stock or a combination of cash and shares of our common stock. We accrued $14 million of preferred stock dividends in our consolidated results of operations for the year ended December 31, 2023. During the year ended December 31, 2023, we paid cash dividends on our preferred stock of $16 million. On September 1, 2023, the mandatory conversion date, each outstanding share of Preferred Stock was automatically converted into shares of our common stock. See Note 14. Stock and Stockholders’ Equity for further details.

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. ~~During the year ended December 31, 2024, we did not repurchase any shares pursuant to the Share Repurchase Program.~~ On March 16, 2020, we announced the suspension of share repurchases under the Share Repurchase Program in conjunction with the cash management measures we undertook as a result of the market conditions caused by COVID-19. During the year ended December 31, 2025, we did not repurchase any shares pursuant to the Share Repurchase Program. As of December 31, ~~2024~~2025, the Share Repurchase Program remains suspended and approximately $287 million remains authorized for repurchases. In addition, the terms of certain of the agreements governing our indebtedness contain covenants that, among other things, limit our ability to repurchase our common stock. See “Risk Factors—The terms of our debt covenants could limit our discretion in operating our business and any failure to comply with such covenants could result in the default of all of our debt.”

Cash Flows

Operating Activities

Cash ~~provided~~used byin operating activities totaled $71109 million for the year ended December 31, ~~2024~~2025. The $14179 million ~~increase~~decrease in operating cash flow from ~~2023~~2024 was primarily due to ~~earnings~~payments ~~growth,~~in aJune ~~$12 million~~2025 ~~decrease~~of previously paid-in-kind interest ~~payments~~and ~~related~~currently toaccrued ~~our~~interest ~~debt,~~of ~~primarily~~$227 million ~~due~~in toconnection ~~the~~with ~~deferral~~refinancing ofour ~~paid-in-kind~~2028 ~~interest~~Term ~~and~~Loan, partially offset by a $3123 million decrease in ~~severance~~interest payments ~~made~~ in connection with our ~~cost~~other ~~reduction~~debt, ~~plan.~~a ~~These~~$17 million ~~changes~~decrease ~~were~~primarily ~~partially~~due ~~offset~~to by payments ofin ~~$17 million~~the ~~associated~~prior ~~primarily~~year associated with employee retention plans and an $198 million ~~paid~~decrease ~~for~~in debt modification costs associated with ~~the~~ refinancing activity ~~in the fourth quarter of 2024~~. ~~Additionally, 2023 benefited from several working capital initiatives, which did not repeat in 2024.~~

Cash provided by operating activities totaled $5670 million for the year ended December 31, ~~2023~~2024. The $~~333~~ 3 million increase in operating cash flow from ~~2022~~2023 was primarily due to ~~increased~~earnings ~~transaction volumes~~growth, ~~partially offset by~~ a $~~108~~16 million ~~increase~~decrease in interest payments related to our debt, primarily due to the deferral of paid-in-kind interest and ~~$48~~a $31 million ofdecrease in severance payments made in connection with our cost reduction plan. ~~Additionally,~~These ~~cash~~changes ~~flow~~were ~~from~~partially ~~operations~~offset by payments of $17 million associated primarily with employee retention plans and $19 million paid for debt modification costs associated with the refinancing activity in the fourth quarter of 2024. Additionally, 2023 benefited from several working capital initiatives, which did not repeat in 2024.

Investing Activities

For the year ended December 31, ~~2024~~2025, we used $8483 million of cash for capital expenditures primarily related to software developed for internal use ~~and acquired software licenses associated with our internal billing systems~~, partially offset by the proceeds received from the sale of ~~investment~~assets ~~in securities~~ of $559 million.

For the year ended December 31, ~~2023~~2024, we used $8780 million of cash for capital expenditures primarily related to software developed for internal use, and ~~$23~~acquired ~~million~~software ~~for~~licenses associated with our internal billing systems, partially offset by proceeds received from the sale of investment ~~and~~in ~~acquisition-related~~securities ~~activity~~of $55 million.

Financing Activities

For the year ended December 31, ~~2024~~2025, we used $40686 million for financing activities. Significant highlights of our financing activities included:

•payments of $1.781 billion on our 2021 Term Loan B-1, 2021 Term Loan B-2, 2022 Term Loan B-1, 2022 Term Loan B-2, 2024 Term Loan B-1, 2024 Term Loan B-2, 2025 Term Loan B-1 and 2025 Term Loan B-2, $700 million on our 2028 Term Loan, $565 million on our June 2027 Notes, $379 million on our November 2029 Notes, $183 million on our 2025 Exchangeable Notes, $44 million on our December 2027 Notes, $23 million on our September 2025 Notes and $10 million on our April 2025 Notes;

•proceeds of $1.325 billion from the issuance of the July 2030 Notes, $347 million from the issuance of the 2025 Term Loan B-1 and B-2, $1 billion from the issuance of the June 2029 Notes, and $426 million from the issuance of the March 2030 Notes;

•payment of $89 million for debt discount and issuance costs;

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

•net receipts received on behalf of Hospitality Solutions under the transition services agreement of $2 million.

For the year ended December 31, 2024, cash provided by financing activities totalled $40 million. Significant highlights of our financing activities included:

•proceeds of $780 million from the issuance of the November 2029 Notes;

•payment of $509 million on the December 2027 Notes, payment of $246 million on the June 2027 Notes, payment of $21 million of the then-outstanding April 2025 Notes and payment of $4 million of the then-outstanding September 2025 Notes;

•proceeds of $775 million from the issuance of the 2024 Term Loans;

•payment of $775 million on our ~~Existing~~then-existing Term Loans;

•proceeds of $150 million from the issuance of the 2026 Exchangeable Notes;

•payment of $150 million on our then-outstanding 2025 Exchangeable Notes;

•proceeds of $120 million from the issuance of the FILO Facility;

•proceeds of $50 million from the issuance of our June 2027 Notes;

•payment of $50 million for debt discount and issuance costs;

•payment of $36 million on our then-outstanding September 2025 Notes and $7 million on our then-outstanding April 2025 Notes;

•net payment of $28 million on borrowings on our AR Facility; and

•net payments of $7 million from the settlement of employee stock awards.

For the year ended December 31, 2023, we used $94 million for financing activities. Significant highlights of our financing activities included:

•proceeds of $853 million from the issuance of the 8.625% senior secured notes due 2027;

•payment of $787 million on our 7.375% senior secured notes due 2025 and $66 million on our 9.25% senior secured notes due 2025;

•proceeds of $677 million from the issuance of the Senior Secured Term Loan Due 2028;

•payment of $665 million on our 9.25% senior secured notes due 2025, 2021 Term Loan B-1, 2021 Term Loan B-2 and 2022 Term Loan B-2;

•payment of $160 million in debt discount and issuance costs;

•net proceeds of $110 million from borrowings on our AR Facility;

•payment of $56 million on our term loans under the Amended and Restated Credit Agreement, $48 million of which is a prepayment from the AirCentre disposition;

•proceeds of $16 million from the sale of common shares of a subsidiary;

•payment of $16 million in dividends on our preferred stock; and

•net payments of $6 million from the settlement of employee stock awards.

Recent Accounting Pronouncements

Information related to Recent Accounting Pronouncements is included in Note 1. Summary of Business and Significant Accounting Policies, to our consolidated financial statements included in Part II, Item 8 in this Annual Report on Form 10-K, which is incorporated herein by reference.

Critical Accounting Estimates

This discussion and analysis of our financial condition and results of operations is based on our consolidated financial statements, which have been prepared in accordance with GAAP. The preparation of these financial statements requires us to make estimates and judgments that affect our reported assets and liabilities, revenues and expenses and other financial information. Actual results may differ significantly from these estimates, and our reported financial condition and results of operations could vary under different assumptions and conditions. In addition, our reported financial condition and results of operations could vary due to a change in the application of a particular accounting standard.

Our accounting policies that include 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 long-lived assets and goodwill, (iii) the evaluation of uncertainties surrounding the calculation of our tax assets and liabilities, and (iv) estimation of loss contingencies. We regard an accounting estimate underlying our financial statements as a “critical accounting estimate” if the accounting estimate requires us to make assumptions about matters that are uncertain at the time of estimation and if changes in the estimate are reasonably likely to occur and could have a material effect on the presentation of financial condition, changes in financial condition, or results of operations.

We have included below a discussion of the accounting policies involving material estimates and assumptions that we believe are most critical to the preparation of our financial statements, how we apply such policies and how results differing from our estimates and assumptions would affect the amounts presented in our financial statements. We have discussed the development, selection and disclosure of these accounting policies with our Audit Committee. Although we believe these policies to be the most critical, other accounting policies also have a significant effect on our financial statements and certain of these policies also require the use of estimates and assumptions. For further information about our significant accounting policies, see Note 1. Summary of Business and Significant Accounting Policies, to our consolidated financial statements.

Revenue Recognition and Multiple Performance Obligation Arrangements

Our agreements with ~~customers of~~ our ~~Travel~~customers ~~Solutions business~~ may have multiple performance obligations which generally include software solutions through SaaS and hosted delivery, professional service fees and implementation services. We also evaluate performance obligations across multiple agreements when entered into with the same customer at or near the same time. These multiple performance obligation arrangements involve judgments, including estimating the selling prices of goods and services, estimating the total contract consideration and allocating amounts to each distinct performance obligation and forecasting future volumes.

Revenue recognition from our IT Solutions products requires significant judgments such as identifying distinct performance obligations including material rights within an agreement, estimating the total contract consideration and allocating amounts to each distinct performance obligation, determining whether variable pricing within a contract meets the allocation objective, and forecasting future volumes. For a small number of our contracts, we are required to forecast volumes as a result of pricing variability within the contract in order to calculate the rate for revenue recognition. Any changes in these judgments and estimates could have an impact on the revenue recognized in future periods. Unimplemented performance obligations lead to deferral of revenue as contract liabilities. At times, we must use judgment to estimate the implementation date and products the customer will select. The ultimate outcome of these performance obligations may result in significant changes in contract liabilities in future periods.

We evaluate revenue recognition for agreements with customers which generally are represented by individual contracts but could include groups of contracts if the contracts are executed at or near the same time. Typically, access to our GDS and our professional service fees are separated from the implementation and software services. We account for separate performance obligations on an individual basis with value assigned to each performance obligation based on our best estimate of relative standalone selling price ("SSP"). Judgment is required to determine the SSP for each distinct performance obligation. SSP is assessed annually using a historical analysis of contracts with customers executed in the most recently completed calendar year to determine the range of selling prices applicable to a distinct good or service. In making these judgments, we analyze various factors, including discounting practices, price lists, contract prices, value differentiators, customer segmentation and overall market and economic conditions. Based on these results, the estimated SSP is set for each distinct product or service delivered to customers. As our market strategies evolve, we may modify pricing practices in the future which could result in changes to SSP.

Deferred customer advances and discounts are amortized against revenue in future periods as the related revenue is earned. Our contract assets include revenue recognized for services already transferred to a customer, for which the fulfillment of another contractual performance obligation is required, before we have the unconditional right to bill and collect based on contract terms. Contract assets are reviewed for recoverability on a periodic basis based on a review of impairment indicators. Deferred customer advances and discounts are reviewed for recoverability based on future contracted revenues and estimated direct costs of the contract when a significant event occurs that could impact the recoverability of the assets, such as a significant contract modification or early renewal of contract terms. These assets are directly supported by estimates of Passengers Boarded and booking volumes for specific customers over their remaining contractual terms. Due to the long-term nature of the relevant contracts, recovery of these assets is not sensitive to near-term declines in volumes. For the year ended December 31, 2024, impairment of these assets as a result of the related contracts becoming uncollectable, modified or canceled was $1 million. Contracts are priced to generate total revenues over the life of the contract that exceed any discounts or advances provided and any upfront costs incurred to implement the customer contract.43

performance obligations on an individual basis with value assigned to each performance obligation based on our best estimate of relative standalone selling price ("SSP"). Judgment is required to determine the SSP for each distinct performance obligation. SSP is assessed annually using a historical analysis of contracts with customers executed in the most recently completed calendar year to determine the range of selling prices applicable to a distinct good or service. In making these judgments, we analyze various factors, including discounting practices, price lists, contract prices, value differentiators, customer segmentation and overall market and economic conditions. Based on these results, the estimated SSP is set for each distinct product or service delivered to customers. As our market strategies evolve, we may modify pricing practices in the future which could result in changes to SSP.

Deferred customer advances and discounts are amortized against revenue in future periods as the related revenue is earned. Our contract assets include revenue recognized for services already transferred to a customer, for which the fulfillment of another contractual performance obligation is required, before we have the unconditional right to bill and collect based on contract terms. Contract assets are reviewed for recoverability on a periodic basis based on a review of impairment indicators. Deferred customer advances and discounts are reviewed for recoverability based on future contracted revenues and estimated direct costs of the contract when a significant event occurs that could impact the recoverability of the assets, such as a significant contract modification or early renewal of contract terms. These assets are directly supported by estimates of Passengers Boarded and booking volumes for specific customers over their remaining contractual terms. Due to the long-term nature of the relevant contracts, recovery of these assets is not sensitive to near-term declines in volumes. For the year ended December 31, 2025, impairment of these assets as a result of the related contracts becoming uncollectable, modified or canceled was immaterial. Contracts are priced to generate total revenues over the life of the contract that exceed any discounts or advances provided and any upfront costs incurred to implement the customer contract.

Goodwill and Intangible Assets

We have ~~two~~one reporting ~~units~~unit associated with our continuing operations:, ~~Travel~~such ~~Solutions~~that ~~and~~our ~~Hospitality~~consolidated ~~Solutions~~balance sheet represents our reporting unit balance sheet.

46We evaluate goodwill for impairment on an annual basis or when impairment indicators exist. We begin our evaluation with a qualitative assessment of whether it is more likely than not that our reporting unit’s fair value is less than its carrying value before applying a quantitative assessment. Our qualitative assessments consider a variety of factors, including but not limited to domestic and international economic indicators, interest rates, our financial performance, and the most recent information from the International Air Transport Association ("IATA") about global passenger traffic, which we believe to be a key assumption. If it is determined through the evaluation of events or circumstances that the carrying value may not be recoverable, or if we decide to bypass the qualitative assessment, we perform a quantitative assessment comparing the estimated fair value of our reporting unit to the sum of the carrying value of our assets and liabilities. If the sum of the carrying value of our assets and liabilities exceeds the estimated fair value of our reporting unit, the carrying value of our goodwill is reduced to fair value through an adjustment to the goodwill balance, resulting in an impairment charge. The determination of fair value requires us to make significant judgments and estimates including cash flow projections and assumptions related to market participants, the principal markets, and the highest and best use of our reporting unit. Changes in the assumptions used in our impairment testing may result in future impairment losses which could have a material impact on our results of operations. As of our last quantitative test in 2023, fair value exceeded current value by more than 10% and our subsequent qualitative tests provided no indicators that it is more likely than not that fair value is less than carrying value. On July 3, 2025, we sold our Hospitality Solutions business and wrote off all related assets as a result. As Hospitality Solutions was a separate reporting unit, its departure had no direct impact to the quantitative test for the remaining reporting unit. We utilize third-party appraisal firms to assist us in determining the fair value of our reporting unit as part of performing the quantitative assessment. We did not record any goodwill impairment charges for the years ended December 31, 2025, 2024 and 2023.

WeDefinite-lived ~~evaluate~~intangible ~~goodwill~~assets ~~for~~are ~~impairment~~assigned ondepreciable anlives ~~annual basis or when impairment indicators exist. We begin our evaluation with a qualitative assessment~~ of ~~whether~~two itto isthirty ~~more~~years, ~~likely~~depending ~~than~~on ~~not that a reporting unit’s fair value is less than its carrying value before applying a quantitative assessment. Our qualitative assessments consider a variety of factors~~classification, ~~including but not limited to domestic~~ and ~~international~~are ~~economic~~evaluated ~~indicators,~~for ~~interest~~impairment ~~rates,~~whenever ~~our~~events ~~financial~~or ~~performance,~~changes ~~and~~in ~~the~~circumstances ~~most~~indicate ~~recent~~that ~~information from~~ the ~~International~~carrying ~~Air~~amount ~~Transport~~of ~~Association~~definite-lived ~~("IATA")~~intangible ~~about~~assets ~~global~~used ~~passenger~~in ~~traffic,~~combination ~~which we believe~~ to begenerate acash ~~key~~flows ~~assumption.~~largely Ifindependent ~~it is determined through the evaluation~~ of ~~events~~other orassets ~~circumstances that the carrying value~~ may not be recoverable,. orIf ifimpairment weindicators ~~decide~~exist tofor ~~bypass~~definite-lived ~~the~~intangible ~~qualitative assessment~~assets, wethe ~~perform~~undiscounted afuture ~~quantitative~~cash ~~assessment~~flows ~~comparing~~associated with the ~~estimated~~expected ~~fair~~service ~~value~~potential of the ~~reporting~~assets ~~unit~~are tocompared ~~which the goodwill has been assigned~~ to the ~~sum of the~~ carrying value of the assets ~~and liabilities of that unit~~. If ~~the~~our ~~sum~~projection of ~~the~~undiscounted ~~carrying~~future ~~value~~cash offlows ~~the~~is ~~assets~~in ~~and~~excess ~~liabilities~~ of ~~a reporting unit exceeds~~ the ~~estimated fair value of that reporting unit, the~~ carrying value of the ~~reporting~~intangible ~~unit’s goodwill is reduced to its fair value through an adjustment to the goodwill balance~~assets, ~~resulting~~no ~~in an~~ impairment charge. ~~The~~is ~~determination~~recorded. ofIf ~~fair~~our ~~value~~projection ~~requires~~of usundiscounted ~~to make significant judgments and estimates including~~ cash ~~flow~~flows ~~projections~~is ~~and~~less ~~assumptions~~than ~~related to market participants,~~ the ~~principal~~carrying ~~markets~~value, ~~and~~ the ~~highest~~intangible ~~and~~assets ~~best~~are ~~use~~then ofmeasured ~~the~~at reporting units. Changes in the assumptions used in our impairment testing may result in future impairment losses which could have a material impact on our results of operations. As of our last quantitative test in 2023, fair value ~~exceeded current value by more than 10%~~ and ~~our~~an ~~subsequent~~impairment ~~qualitative~~charge ~~tests provided no indicators that it~~ is ~~more~~recorded ~~likely~~based ~~than~~on ~~not~~the ~~that~~excess ~~fair~~of ~~value~~the ~~is less than~~ carrying value. Weof ~~utilize~~the ~~third-party~~assets ~~appraisal~~over ~~firms~~its ~~to assist us in determining the~~ fair value ~~of a reporting unit as part of performing the quantitative assessment~~. We did not record ~~any~~material ~~goodwill~~intangible asset impairment charges for the years ended December 31, ~~2024~~2025, ~~2023~~2024 and ~~2022~~2023.

Definite-lived intangible assets are assigned depreciable lives of two to thirty years, depending on classification, and are evaluated for impairment whenever events or changes in circumstances indicate that the carrying amount of definite-lived intangible assets used in combination to generate cash flows largely independent of other assets may not be recoverable. If impairment indicators exist for definite-lived intangible assets, the undiscounted future cash flows associated with the expected service potential of the assets are compared to the carrying value of the assets. If our projection of undiscounted future cash flows is in excess of the carrying value of the intangible assets, no impairment charge is recorded. If our projection of undiscounted cash flows is less than the carrying value, the intangible assets are then measured at fair value and an impairment charge is recorded based on the excess of the carrying value of the assets over its fair value. We did not record material intangible asset impairment charges for the years ended December 31, 2024, 2023 and 2022.

Income Taxes

We recognize deferred tax assets and liabilities based on the temporary differences between the financial statement carrying amounts and the tax bases of assets and liabilities. We regularly review deferred tax assets by jurisdiction to assess their potential realization and establish a valuation allowance for portions of such assets that we believe will not be ultimately realized. In performing this review, we make estimates and assumptions regarding projected future taxable income, the expected timing of the reversals of existing temporary differences and the implementation of tax planning strategies. A change in these assumptions could cause an increase or decrease to the valuation allowance resulting in an increase or decrease in the effective tax rate, which could materially impact our results of operations. The current economic environment has caused increased uncertainty in determining certain key assumptions within the assessment of our future taxable income upon which recognition of deferred tax assets is assessed. At year end, we had a valuation allowance on a portion of our deferred tax assets based on our assessment that it is more likely than not that the deferred tax asset will not be realized. We believe that our estimates for the valuation allowances against deferred tax assets are appropriate based on current facts and circumstances.

When assessing the need for a valuation allowance, all positive and negative evidence is analyzed, including our ability to carry back NOLs to prior periods, the reversal of deferred tax liabilities, tax planning strategies and projected future taxable income. Significant losses related to COVID-19 resulted in a three-year cumulative loss in certain jurisdictions, which represents significant negative evidence regarding the ability to realize deferred tax assets. As a result, we maintain a cumulative valuation allowance on our U.S. federal and state deferred tax assets of $543 million and $53 million, respectively as of December 31, 2024. For non-U.S. deferred tax assets of certain subsidiaries, we maintained a cumulative valuation allowance on current year losses and other deferred tax assets of $131 million as of December 31, 2024. We reassess these assumptions regularly, which could cause an increase or decrease to the valuation allowance resulting in an increase or decrease in the effective tax rate and could materially impact our results of operations.44

Wedeferred ~~operate in numerous countries where our income~~ tax ~~returns~~assets ~~are subject to audit and adjustment by local tax authorities. Because we operate globally, the nature of the uncertain tax positions~~ is ~~often very complex and subject to change, and the amounts at issue can be substantial~~assessed. ItAt isyear ~~inherently difficult and subjective to estimate such amounts~~end, as we ~~must~~had ~~determine~~a ~~the~~valuation ~~probability~~allowance ofon ~~various~~a ~~possible~~portion ~~outcomes.~~of Weour ~~re-evaluate~~deferred ~~uncertain~~ tax ~~positions~~assets based on aour ~~quarterly~~assessment ~~basis.~~that ~~This~~it ~~evaluation~~ is ~~based~~more onlikely ~~factors~~than ~~including, but~~ not ~~limited~~that ~~to,~~the ~~changes~~deferred ~~in facts or circumstances, changes in~~ tax ~~law,~~asset ~~effectively~~will ~~settled~~not ~~issues~~be ~~under audit and new audit activity~~realized. AtWe ~~December 31,~~believe ~~2024~~that ~~and~~our ~~2023,~~estimates ~~we had a liability, including interest and penalty, of $39 million and $61 million, respectively,~~ for ~~uncertain~~the ~~tax~~valuation ~~positions,~~allowances ofagainst ~~which~~deferred ~~$36 million and $57 million, respectively, would affect our effective~~ tax ~~rate~~assets ifare ~~recognized.~~appropriate ~~Such~~based aon ~~change~~current infacts ~~recognition~~and ~~or measurement would result in the recognition of a tax benefit or an additional charge to the provision for income taxes from continuing operations~~circumstances.

When assessing the need for a valuation allowance, all positive and negative evidence is analyzed, including our ability to carry back NOLs to prior periods, the reversal of deferred tax liabilities, tax planning strategies and projected future taxable income. Significant losses related to COVID-19 resulted in a three-year cumulative loss in certain jurisdictions, which represents significant negative evidence regarding the ability to realize deferred tax assets. As a result, we maintain a cumulative valuation allowance on our U.S. federal and state deferred tax assets of $547 million and $57 million, respectively as of December 31, 2025. For non-U.S. deferred tax assets of certain subsidiaries, we maintained a cumulative valuation allowance on current year losses and other deferred tax assets of $134 million as of December 31, 2025. We reassess these assumptions regularly, which could cause an increase or decrease to the valuation allowance resulting in an increase or decrease in the effective tax rate and could materially impact our results of operations.

We operate in numerous countries where our income tax returns are subject to audit and adjustment by local tax authorities. Because we operate globally, the nature of the uncertain tax positions is often very complex and subject to change, and the amounts at issue can be substantial. It is inherently difficult and subjective to estimate such amounts, as we must determine the probability of various possible outcomes. We re-evaluate uncertain tax positions on a quarterly basis. This evaluation is based on factors including, but not limited to, changes in facts or circumstances, changes in tax law, effectively settled issues under audit and new audit activity. At December 31, 2025 and 2024, we had a liability, including interest and penalty, of $48 million and $53 million, respectively, for uncertain tax positions, of which $47 million and $36 million, respectively, would affect our effective tax rate if recognized. Such a change in recognition or measurement would result in the recognition of a tax benefit or an additional charge to the provision for income taxes from continuing operations.

Loss Contingencies

While certain legal proceedings and related indemnification obligations and certain tax matters to which we are a party specify the amounts claimed, these claims may not represent reasonably possible losses. Given the inherent uncertainties of litigation and tax claims, the ultimate outcome of these matters cannot be predicted, 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 required 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. Changes in these factors could materially impact our results of operations.

litigation and tax claims, the ultimate outcome of these matters cannot be predicted, 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 required 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. Changes in these factors could materially impact our results of operations.

ITEM 7A. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

Market Risk Management

Market risk is the potential loss from adverse changes in: (i) prevailing interest rates, (ii) foreign exchange rates, (iii) credit risk and (iv) inflation. Our exposure to market risk relates to interest payments due on our long-term debt, derivative instruments, income on cash and cash equivalents, accounts receivable and payable, subscriber incentive liabilities and deferred revenue. We manage our exposure to these risks through established policies and procedures. We do not engage in trading, market making or other speculative activities in the derivatives markets. Our objective is to mitigate potential income statement, cash flow and fair value exposures resulting from possible future adverse fluctuations in interest and foreign exchange rates.

Interest Rate Risk

~~Historically~~As of December 31, 2025, our exposure to interest rate risk ~~has~~relates primarily ~~related~~ to our interest rate swaps and interest rates under our Amended and Restated Credit Agreement on our senior secured credit facilities. In June 2023, we entered into a new senior secured term loan facility, the Senior Secured Term Loan Due 2028, that bears interest at a floating rate based on the average of the highest yield to maturity of any tranche of Sabre GLBL’s or any of its affiliates’ outstanding secured indebtedness (as defined within the 2023 Term Loan Agreement) on each of the 20 prior trading days (the “Reference Rate”), plus (i) 25 basis points for cash interest or (ii) 175 basis points for payable-in-kind interest. The all-in interest rate floor is 11.50% for cash interest and 13.00% for payable-in-kind interest and the all-in interest rate ceiling is 17.50% for cash interest and 19.00% for payable-in-kind interest. An increase in the Reference Rate, up to the ceiling rates, would negatively impact our interest expense. During 2024, the interest rate ranged from 13.00% to 16.13% and averaged 14.33% for the year. Offsetting some of this exposure is interest income received from our time deposits and money market funds. The objectives of our investment in time deposits and money market funds are (i) preservation of principal, (ii) liquidity and (iii) yield. If future short-term interest rates averaged 10% lower than they were during the year ended December 31, ~~2024~~2025, the impact to our interest income from these investments would not be material. This amount was determined by applying the hypothetical interest rate change to our average time deposits and money market funds invested.

InInterest ~~April 2022, we entered into an interest~~ rate ~~swap~~swaps todesignated ~~hedge~~as ~~the~~cash ~~interest~~flow ~~payments~~hedges ~~associated~~outstanding ~~with~~at ~~$200~~December ~~million~~31, of2025 ~~the floating-rate 2022 Term Loan B-1 for the years 2022~~ and ~~2023.~~matured Induring ~~June 2022, we entered into an interest rate swap to hedge~~ the ~~interest payments associated with $150 million of the floating-rate 2022 Term Loan B-1 for the~~ years ~~2022 and 2023. In February 2023, we entered into a forward-starting interest rate swap to hedge the interest payments associated with $250 million of the floating-rate 2022 Term Loan B-1 for the year~~ ended ~~2024. In June 2023~~December 31, ~~we entered into an interest rate swap to hedge the interest payments associated with $250 million of the floating-rate 2022 Term Loan B-2 for the periods through June 2026. In January 2024~~2025, ~~we entered into an interest rate swap to hedge interest payments associated with $250 million of the floating rate 2022 Term Loan B-1 related to the years~~ 2024 and ~~2025.~~2023 Weare ~~designated these swaps~~ as ~~cash flow hedges.~~ follows:

~~Interest rate swaps outstanding at December 31, 2024 and matured during the years ended December 31, 2024, 2023 and 2022 are as follows:~~45

Notional Amount

Interest Rate

Received

Interest Rate Paid

Effective Date

Maturity Date

Designated as Hedging Instrument

$200 million

1 month SOFR(1)

3.09%(2)

April 30, 2022

December 31, 2023

$150 million

1 month SOFR(1)

3.98%(3)

June 30, 2022

December 31, 2023

$250 million

1 month SOFR(1)

4.72%

June 30, 2023

June 30, 2026

$250 million

1 month SOFR(1)

3.88%

December 31, 2023

December 31, 2024

$250 million

1 month SOFR(1)

4.37%

January 16, 2024

January 31, 2026

~~(1)~~____________________

(1) Subject to a 0.5% floor.

(2) Fixed fee of 1.71% effective April 30, 2022, and expiring December 30, 2022, and 3.09% effective December 31, 2022, and expiring December 31, 2023.

(3) Fixed fee of 2.79% effective June 30, 2022, and expiring December 30, 2022, and 3.98% effective December 31, 2022, and expiring December 31, 2023.

48Currently approximately 10% of our debt, net of cash and hedging impacts from interest rates swaps, is variable and impacted by changes in interest rates. Since outstanding balances under our senior secured credit facilities incur interest at rates based on SOFR, subject to an applicable floor, increases or decreases in short-term interest rates would impact our interest expense. If our mix of interest rate-sensitive assets and liabilities changes significantly, we may enter into additional derivative transactions to manage our net interest rate exposure. The fair value of these interest rate swaps was a net liability of $1 million and $2 million as of December 31, 2025 and 2024, respectively.

~~Since~~Global ~~outstanding~~capital ~~balances~~markets ~~under~~experienced ~~our~~sustained ~~senior~~volatility ~~secured~~throughout ~~credit~~2025, ~~facilities~~driven ~~incur~~by ~~interest~~escalating atgeopolitical ~~rates~~conflicts—including ~~based~~the onprolonged ~~SOFR,~~war ~~subject~~in toUkraine anand ~~applicable~~renewed ~~floor~~Middle East hostilities—rising trade frictions and tariff related disruptions, ~~increases~~and incontinued ~~short-term~~ambiguity ~~interest~~regarding ~~rates~~inflation ~~would~~trends ~~impact~~and ~~our~~the ~~interest~~future ~~expense~~path of U.S. Ifmonetary ~~our~~policy. ~~mix~~During 2024 and 2025, we refinanced portions of our debt which resulted in interest ~~rate-sensitive~~rates ~~assets~~higher than prior years, increasing current and ~~liabilities~~future ~~changes~~interest ~~significantly~~expense. Subject to market conditions, we may ~~enter~~opportunistically ~~into~~refinance ~~additional~~portions ~~derivative~~of ~~transactions~~our todebt ~~manage~~in ~~our~~the ~~net~~near term which, at current interest ~~rate~~rates ~~exposure.~~and ~~The~~market ~~fair~~conditions, ~~value~~may ofnegatively ~~these~~impact our interest ~~rate~~expense ~~swaps~~or ~~was~~result ain ~~net~~higher ~~liability~~dilution. See of“Risk $2Factors—We ~~million~~are asexposed ofto ~~December 31,~~interest ~~2024~~rate ~~and 2023~~fluctuations."

Foreign Currency Risk

We conduct various operations outside the United States, primarily in Asia Pacific, Europe and Latin America. Our foreign currency risk is primarily associated with operating expenses. During the year ended December 31, ~~2024~~2025, foreign currency operations included $~~197~~117 million of revenue and $~~657~~589 million of operating expenses, representing approximately 64% and 24% of our total revenue and operating expenses, respectively. During the year ended December 31, ~~2023~~2024, foreign currency operations included $~~193~~132 million of revenue and $~~613~~596 million of operating expenses, representing approximately 75% and 2124% of our total revenue and operating expenses, respectively. During the year ended December 31, ~~2022~~2023, foreign currency operations included $~~169~~135 million of revenue and $~~517~~550 million of operating expenses, representing approximately 75% and 1819% of our total revenue and operating expenses, respectively.

The principal foreign currencies involved include the Euro, the Indian Rupee, the British Pound Sterling, the Australian Dollar, the Polish Zloty, and the Singapore Dollar. Our most significant foreign currency denominated operating expenses is in the Euro, which comprised approximately 7% of our operating expenses for the years ended December 31, ~~2024~~2025 and ~~2023~~2024. In recent years, exchange rates between foreign currencies and the U.S. dollar have fluctuated significantly and may continue to do so in the future. During times of volatile currency movements, this risk can impact our earnings. Additionally, approximately 3020% of our exposure in foreign currency operating expenses is naturally hedged by foreign currency cash receipts associated with foreign currency revenue.

~~Due~~We are also exposed to foreign currency fluctuations through the ~~impacts~~translation of the ~~uncertain~~financial ~~economic~~condition ~~environment~~and onresults of operations of our foreign ~~currency~~operations ~~exposures,~~into weU.S. ~~have~~dollars ~~paused~~in ~~entering~~consolidation. ~~into~~These ~~new~~gains ~~cash~~and ~~flow~~losses ~~hedges~~are recognized as a component of ~~forecasted~~accumulated ~~foreign~~other ~~currency~~comprehensive ~~cash~~income ~~flows~~(loss) ~~until~~and weis ~~have~~included ~~more~~in ~~clarity~~stockholders’ (deficit) equity. AsWe recognized a ~~result,~~net astranslation gain in other comprehensive income (loss) of $1 million for the year ended December 31, ~~2024~~2025, wea ~~have~~loss noof ~~unsettled~~$1 million ~~forward~~for ~~contracts~~the ~~and~~year ~~have~~ended ~~not~~December 31, ~~entered~~2024, ~~into~~and ~~any~~a ~~foreign~~gain ~~currency~~of ~~forward~~$4 million ~~contracts~~ for ~~2024~~the year ended December 31, 2023.

We are also exposed to foreign currency fluctuations through the translation of the financial condition and results of operations of our foreign operations into U.S. dollars in consolidation. These gains and losses are recognized as a component of accumulated other comprehensive loss and is included in stockholders’ (deficit) equity. We recognized a net translation loss in other comprehensive income (loss) of $1 million for the year ended December 31, 2024, a gain of $4 million for the year ended December 31, 2023, and a loss of $1 million for the year ended December 31, 2022.

Credit Risk

Our customers are primarily located in the United States, Canada, Europe, Latin America and Asia, and are concentrated in the travel industry.

We generate a significant portion of our revenues and corresponding accounts receivable from services provided to the commercial air travel industry. Our other accounts receivable are generally due from other participants in the travel and transportation industry. As of December 31, ~~2024~~2025 and ~~2023~~2024, approximately $~~184~~196 million, or 6991%, and $~~217~~184 million, or 7684%, respectively, of our trade accounts receivable were attributable to services provided to the commercial air travel industry and travel agency customers. Substantially all of our accounts receivable represents trade balances. We generally do not require security or collateral from our customers as a condition of sale. See “Risk Factors—Our travel supplier customers may ~~experience financial instability or consolidation, pursue cost reductions, change their distribution model or undergo other changes.”~~

Asexperience offinancial ~~December 31,~~instability ~~2024, 2023 and 2022, approximately 54%, 53%, and 48%, respectively, of our air customers make payments through the ACH,~~ or ~~other similar clearing houses~~consolidation, ~~which~~pursue ~~accounts~~cost ~~for approximately 89%~~reductions, ~~82%~~change ~~and 82%, respectively, of transaction revenue related to air customers. ACH requires participants to deposit certain balances into~~ their ~~demand~~distribution ~~deposit~~model accounts by certain deadlines, which facilitates a timely settlement process. For these carriers, we believe the use of ACH mitigates our credit risk with respect to airline bankruptcies. For those carriers from which we do not collect payments through the ACH or undergo other ~~similar clearing houses, our credit risk is higher~~changes. ~~We monitor these carriers and account for the related credit risk through our normal reserve policies.~~ ”

We regularly monitor the financial condition of the air transportation industry. We believe the credit risk related to the air carriers’ difficulties is significantly mitigated by the fact that we collect a significant portion of the receivables from these carriers through clearing houses, such as the Airline Clearing House (“ACH”). As of December 31, 2025, 2024 and 2023, approximately 57%, 54%, and 53%, respectively, of our air customers make payments through the ACH, or other similar clearing houses, which accounts for approximately 88%, 89% and 82%, respectively, of transaction revenue related to air customers. ACH requires participants to deposit certain balances into their demand deposit accounts by certain deadlines, which facilitates a timely settlement process. For these carriers, we believe the use of ACH mitigates our credit risk with respect to airline bankruptcies. For those carriers from which we do not collect payments through the ACH or other similar clearing houses, our credit risk is higher. We monitor these carriers and account for the related credit risk through our normal reserve policies.

Inflation

An overall labor shortage, lack of skilled labor, increased turnover or labor inflation, as a result of general macroeconomic factors, could have a material adverse impact on our operations, results of operations, liquidity or cash flows. See “Risk Factors—Our business could be harmed by adverse global and regional economic and political conditions."

5047

ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA

Index to Financial Statements and Supplementary Data

Consolidated Financial Statements:
Reports of Independent Registered Public Accounting Firm (PCAOB ID: 42)			5249
Consolidated Statements of Operations for the Years Ended December 31, 2024, 2023 and 2022			55
Consolidated Statements of Operations for the Years Ended December 31, 2025, 2024 and 2023			52
Consolidated Statements of Other Comprehensive Loss for the Years Ended December 31, 2024, 2023 and 2022			56
Consolidated Statements of Other Comprehensive Income (Loss) for the Years Ended December 31, 2025, 2024 and 2023			53
Consolidated Balance Sheets as of December 31, 2024 and 2023			57
Consolidated Balance Sheets as of December 31, 2025 and 2024			54
Consolidated Statements of Cash Flows for the Years Ended December 31, 2024, 2023 and 2022			58
Consolidated Statements of Cash Flows for the Years Ended December 31, 2025, 2024 and 2023			55
Consolidated Statements of Stockholders’ Deficit for the Years Ended December 31, 2024, 2023 and 2022			59
Consolidated Statements of Stockholders’ Deficit for the Years Ended December 31, 2025, 2024 and 2023			56
Notes to Consolidated Financial Statements			6057
Financial Statement Schedules:
Schedule II — Valuation and Qualifying Accounts as of December 31, 2024, 2023 and 2022			114
Schedule II — Valuation and Qualifying Accounts as of December 31, 2025, 2024 and 2023			108

5148

Report of Independent Registered Public Accounting Firm

To the Stockholders and the Board of Directors of Sabre Corporation

Opinion on the Financial Statements

We have audited the accompanying consolidated balance sheets of Sabre Corporation (the Company) as of December 31, ~~2024~~2025 and ~~2023~~2024, the related consolidated statements of operations, comprehensive income (loss), stockholders' deficit and cash flows for each of the three years in the period ended December 31, ~~2024~~2025, and the related notes and financial statement schedule listed in the Index at Item 15 (collectively referred to as the “consolidated financial statements”). In our opinion, the consolidated financial statements present fairly, in all material respects, the financial position of the Company at December 31, ~~2024~~2025 and ~~2023~~2024, and the results of its operations and its cash flows for each of the three years in the period ended December 31, ~~2024~~2025, in conformity with U.S. generally accepted accounting principles.

We also have audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States) (PCAOB), the Company’s internal control over financial reporting as of December 31, ~~2024~~2025, based on criteria established in Internal Control—Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission (2013 framework), and our report dated February 2018, ~~2025~~2026 expressed an unqualified opinion thereon.

Basis for Opinion

These financial statements are the responsibility of the Company's management. Our responsibility is to express an opinion on the Company’s financial statements based on our audits. We are a public accounting firm registered with the PCAOB and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.

We conducted our audits in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement, whether due to error or fraud. Our audits included performing procedures to assess the risks of material misstatement of the financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the financial statements. Our audits also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the financial statements. We believe that our audits provide a reasonable basis for our opinion.

Critical Audit ~~Matters~~Matter

The critical audit ~~matters~~matter communicated below ~~are~~is ~~matters~~a matter arising from the current period audit of the financial statements that ~~were~~was communicated or required to be communicated to the audit committee and that: (1) ~~relate~~relates to accounts or disclosures that are material to the financial statements and (2) involved our especially challenging, subjective or complex judgments. The communication of the critical audit ~~matters~~matter does not alter in any way our opinion on the consolidated financial statements, taken as a whole, and we are not, by communicating the critical audit ~~matters~~matter below, providing a separate ~~opinions~~opinion on the critical audit ~~matters~~matter or on the accounts or ~~disclosures~~disclosure to which ~~they~~it ~~relate~~relates.

Measurement of IT Solutions Revenue Description of the Matter As discussed in Note 2 of the financial statements, the Company recognized $571 million of IT Solutions revenue. IT Solutions customer agreements are long-term contracts that frequently contain multiple performance obligations. Judgment exists in determining which performance obligations are distinct and accounted for separately. These contracts also contain variable consideration in the form of tiered pricing, contractual minimums or discounts. Judgment exists in estimating the total contract consideration and allocating amounts to each distinct performance obligation. Auditing management’s recognition of IT Solutions revenue was complex and involved a high degree of judgment because of the significant management judgments and estimates required to identify the distinct performance obligations, estimate and allocate contract consideration, and determine the rate used to recognize revenue.49


			Measurement of IT Solutions Revenue
Description of the Matter			As discussed in Note 2 of the financial statements, the Company recognized $554 million of IT Solutions revenue. IT Solutions customer agreements are long-term contracts that frequently contain multiple performance obligations. Judgment exists in determining which performance obligations are distinct and accounted for separately. These contracts also contain variable consideration in the form of tiered pricing, contractual minimums or discounts. Judgment exists in estimating the total contract consideration and allocating amounts to each distinct performance obligation. Auditing management’s recognition of IT Solutions revenue was complex and involved a high degree of judgment because of the significant management judgments and estimates required to identify the distinct performance obligations, estimate and allocate contract consideration, and determine the rate used to recognize revenue.

How We Addressed the Matter in Our Audit			We obtained an understanding, evaluated the design, and tested the operating effectiveness of internal controls related to the Company’s process for recognizing IT Solutions revenue, including management’s review of the significant judgments and estimates used in the identification of distinct performance obligations, the estimation and allocation of amounts to each performance obligation, and the determination of the rate used to recognize revenue. Our audit procedures included, among others, testing management’s identification of the distinct performance obligations based on terms in the contracts and the Company’s policies. Our procedures also included testing the judgments and estimates used to determine the rate to recognize revenue based on the contractual minimums, tiered pricing and other discounts, and current economic conditions. To test the calculation of the amount of consideration allocated to each distinct performance obligation, we performed procedures to test management’s judgments and assumptions related to the allocation of consideration to each distinct performance obligation. Our procedures included an evaluation of the significant assumptions and the accuracy and completeness of the underlying data used in management’s calculation of revenue recognized. We have also evaluated the adequacy of the Company’s IT Solutions revenue disclosures included in Note 2 in relation to these revenue recognition matters.

How We Addressed the Matter in Our Audit			We obtained an understanding, evaluated the design, and tested the operating effectiveness of internal controls related to the Company’s process for recognizing IT Solutions revenue, including management’s review of the significant judgments and estimates used in the identification of distinct performance obligations, the estimation and allocation of amounts to each performance obligation, and the determination of the rate used to recognize revenue. Our audit procedures included, among others, testing management’s identification of the distinct performance obligations based on terms in the contracts and the Company’s policies. Our procedures also included testing the judgments and estimates used to determine the rate to recognize revenue based on the contractual minimums, tiered pricing and other discounts, and current economic conditions. To test the calculation of the amount of consideration allocated to each distinct performance obligation, we performed procedures to test management’s judgments and assumptions related to the allocation of consideration to each distinct performance obligation. Our procedures included an evaluation of the significant assumptions and the accuracy and completeness of the underlying data used in management’s calculation of revenue recognized. We have also evaluated the adequacy of the Company’s IT Solutions revenue disclosures included in Note 2 in relation to these revenue recognition matters.
			Uncertain Tax Positions
Description of the Matter			As discussed in Note 8 of the financial statements, the Company operates in the United States and multiple international jurisdictions, and its income tax returns are subject to examination by tax authorities in those jurisdictions who may challenge income tax positions on these returns. Uncertainty in a tax position may arise because tax laws are subject to interpretation. The Company uses significant judgment in (1) determining whether, based on the technical merits, a tax position is more likely than not to be sustained and (2) measuring the amount of tax benefit that qualifies for recognition. As of December 31, 2024, the Company accrued liabilities of $39 million for uncertain tax positions, including penalties and interest.Auditing management’s estimate of the amount of tax benefit that qualifies for recognition involved auditor judgment and use of tax professionals with specialized skills and knowledge to evaluate the Company’s interpretation of, and compliance with, tax laws and legal rulings across its multiple subsidiaries located in multiple taxing jurisdictions.
How We Addressed the Matter in Our Audit			We obtained an understanding, evaluated the design, and tested the operating effectiveness of controls over the Company’s accounting process for uncertain tax positions. For example, we tested controls over the Company’s assessment of the technical merits of tax positions and management’s process to measure the benefit of those tax positions. Among other procedures performed, we involved our tax professionals to assess the technical merits of the Company’s tax positions. This included assessing the Company’s correspondence with the relevant tax authorities and evaluating income tax opinions or other third-party advice obtained by the Company. We also evaluated the appropriateness of the Company’s accounting for its tax positions taking into consideration relevant information, local income tax laws, and legal rulings. We analyzed the Company’s assumptions and data used to determine the amount of tax benefit to recognize and tested the accuracy of the calculations. We have also evaluated the adequacy of the Company’s income tax disclosures included in Note 8 in relation to these tax matters.

/s/ Ernst & Young LLP

We have served as the Company’s auditor since 1993.

Dallas, Texas

February 2018, ~~2025~~2026

5350

Report of Independent Registered Public Accounting Firm

To the Stockholders and the Board of Directors of Sabre Corporation

Opinion on Internal Control Over Financial Reporting

We have audited Sabre Corporation’s internal control over financial reporting as of December 31, ~~2024~~2025, based on criteria established in Internal Control—Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission (2013 framework) (the COSO criteria). In our opinion, Sabre Corporation (the Company) maintained, in all material respects, effective internal control over financial reporting as of December 31, ~~2024~~2025, based on the COSO criteria.

We also have audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States) (PCAOB), the consolidated balance sheets of the Company as of December 31, ~~2024~~2025 and ~~2023~~2024, the related consolidated statements of operations, comprehensive income (loss), stockholders' deficit and cash flows for each of the three years in the period ended December 31, ~~2024~~2025, and the related notes and financial statement schedule listed in the Index at Item 15, and our report dated February 2018, ~~2025~~2026 expressed an unqualified opinion thereon.

Basis for Opinion

The Company’s management is responsible for maintaining effective internal control over financial reporting and for its assessment of the effectiveness of internal control over financial reporting included in the accompanying Management’s Report on Internal Control Over Financial Reporting. Our responsibility is to express an opinion on the Company’s internal control over financial reporting based on our audit. We are a public accounting firm registered with the PCAOB and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.

We conducted our audit in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether effective internal control over financial reporting was maintained in all material respects.

Our audit included obtaining an understanding of internal control over financial reporting, assessing the risk that a material weakness exists, testing and evaluating the design and operating effectiveness of internal control based on the assessed risk, and performing such other procedures as we considered necessary in the circumstances. We believe that our audit provides a reasonable basis for our opinion.

Definition and Limitations of Internal Control Over Financial Reporting

A company’s internal control over financial reporting is a process designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles. A company’s internal control over financial reporting includes those policies and procedures that (1) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of the company; (2) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles, and that receipts and expenditures of the company are being made only in accordance with authorizations of management and directors of the company; and (3) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use, or disposition of the company’s assets that could have a material effect on the financial statements.

Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Also, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.

/s/ Ernst & Young LLP

Dallas, Texas

February 2018, ~~2025~~2026

5451

SABRE CORPORATION

CONSOLIDATED STATEMENTS OF OPERATIONS

(In thousands, except per share amounts)

	Year Ended December 31,
	2024		2023		2022
	2025		2024		2023
Revenue	$	32,~~029~~770,~~565~~983	$	2,~~907~~744,~~738~~845	$	2,~~537~~642,~~015~~077
Cost of revenue, excluding technology costs	1,~~254~~206,~~739~~987		1,~~189~~146,~~606~~275		1,~~040~~076,~~819~~241
Technology costs	~~865~~711,~~998~~100		1780,~~036,596~~749		1950,~~096,097~~726
Selling, general and administrative	~~622~~557,~~670~~401		~~634~~575,~~393~~972		~~661~~582,~~159~~887
Operating income (loss)	286,158		47,143		(261,060)
Operating income	295,495		241,849		32,223
Other expense:
Interest expense, net	(~~509~~447,~~643~~829)		(~~447~~453,~~878~~274)		(~~295~~396,~~231~~598)
Loss on extinguishment of debt, net	(3790,~~994~~680)		(~~108~~37,~~577~~994)		(4108,~~473~~577)
Equity method income	23,~~606~~389		2,~~042~~606		~~686~~2,042
Other, net	~~(21,587)~~391		13(20,~~751~~628)		~~136~~13,~~645~~017
Total other expense, net	(~~566~~534,~~618~~729)		(~~540~~509,~~662~~290)		(~~162~~490,~~373~~116)
Loss from continuing operations before income taxes	(~~280~~239,~~460~~234)		(~~493~~267,~~519~~441)		(~~423~~457,~~433~~893)
(Benefit) provision for income taxes	(1,777)		34,729		8,666
Provision for income taxes	16,256		4,107		33,645
Loss from continuing operations	(~~278~~255,~~683~~490)		(~~528~~271,~~248~~548)		(~~432~~491,~~099~~538)
Income (loss) from discontinued operations, net of tax	—779,452		~~308~~(7,135)		(~~679~~36,402)
Net loss	(278,683)		(527,940)		(432,778)
Net income (loss)	523,962		(278,683)		(527,940)
Net income (loss) attributable to noncontrolling interests	76		(332)		2,670
Net (loss) income attributable to noncontrolling interests	(655)		76		(332)
Net loss attributable to Sabre Corporation	(278,759)		(527,608)		(435,448)
Net income (loss) attributable to Sabre Corporation	524,617		(278,759)		(527,608)
Preferred stock dividends	—		~~14,257~~—		2114,~~385~~257
Net loss attributable to common stockholders	$	(278,759)	$	(541,865)	$	(456,833)
Net income (loss) attributable to common stockholders	$	524,617	$	(278,759)	$	(541,865)
Basic net loss per share attributable to common stockholders:
Basic net income (loss) per share attributable to common stockholders:
Loss from continuing operations	$	(0.7365)	$	(10.5671)	$	(1.4046)
Loss from discontinued operations	—		—		—
Income (loss) from discontinued operations	1.99		(0.02)		(0.10)
Net loss per common share	$	(0.73)	$	(1.56)	$	(1.40)
Net income (loss) per common share	$	1.34	$	(0.73)	$	(1.56)
Diluted net loss per share attributable to common stockholders:
Diluted net income (loss) per share attributable to common stockholders:
Loss from continuing operations	$	(0.7365)	$	(10.5671)	$	(1.4046)
Loss from discontinued operations	—		—		—
Income (loss) from discontinued operations	1.99		(0.02)		(0.10)
Net loss per common share	$	(0.73)	$	(1.56)	$	(1.40)
Net income (loss) per common share	$	1.34	$	(0.73)	$	(1.56)
Weighted-average common shares outstanding:
Basic	~~383~~391,~~733~~707		~~346~~383,~~567~~733		~~326~~346,~~742~~567
Diluted	~~383~~391,~~733~~707		~~346~~383,~~567~~733		~~326~~346,~~742~~567

See Notes to Consolidated Financial Statements.

5552

SABRE CORPORATION

CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME (LOSS)

(In thousands)

	Year Ended December 31,
	2024		2023		2022
	2025		2024		2023
Net loss	$	(278,683)	$	(527,940)	$	(432,778)
Net income (loss)	$	523,962	$	(278,683)	$	(527,940)
Other comprehensive income (loss), net of tax:
Foreign currency translation adjustments ("CTA")	(950)		3,890		(1,024)
Unrealized foreign currency translation adjustment	4,182		(950)		3,890
Realized foreign currency translation from divestiture of business	(3,621)		—		—
Foreign currency translation adjustments ("CTA")	561		(950)		3,890
Retirement-related benefit plans:
Net actuarial gain (loss), net of taxes of $(114), $8 and $(490)	166		(5,179)		(136)
Net actuarial gain (loss), net of taxes of $(217), $(114) and $8	4,418		166		(5,179)
Pension settlement, net of taxes of $—, $— and $(691)	—		—		6,016
Amortization of prior service credits, net of taxes of nil in all periods	(1,432)		(1,432)		(1,432)
Amortization of prior service credits, net of taxes of $—, $— and $96	(1,432)		(1,432)		(1,337)
Amortization of actuarial losses, net of taxes of nil in all periods	2,921		2,812		2,302
Amortization of actuarial losses, net of taxes of nil in all periods	2,812		2,302		6,484
Net change in retirement-related benefit plans, net of tax	5,907		1,546		(4,309)
Net change in retirement-related benefit plans, net of tax	1,546		(4,309)		11,027
Derivatives:
Unrealized (losses) gains, net of taxes of $—, $— and $(406)	7,170		(794)		5,658
Unrealized gains (losses), net of taxes of nil in all periods	84		7,170		(794)
Reclassification adjustment for realized gains, net of taxes of $—, $— and $78	(7,094)		(6,652)		(1,082)
Reclassification adjustment for realized losses (gains), net of taxes of nil in all periods	988		(7,094)		(6,652)
Net change in derivatives, net of tax	761,072		~~(7,446)~~76		4(7,~~576~~446)
Share of other comprehensive loss of equity method investments	(~~495~~449)		(~~326~~495)		(23326)
Other comprehensive income (loss)	~~177~~7,091		~~(8,191)~~177		14(8,~~556~~191)
Comprehensive loss	(278,506)		(536,131)		(418,222)
Comprehensive income (loss)	531,053		(278,506)		(536,131)
Less: Comprehensive (income) loss attributable to noncontrolling interests	(76)		332		(2,670)
Less: Comprehensive loss (income) attributable to noncontrolling interests	655		(76)		332
Comprehensive loss attributable to Sabre Corporation	$	(278,582)	$	(535,799)	$	(420,892)
Comprehensive income (loss) attributable to Sabre Corporation	$	531,708	$	(278,582)	$	(535,799)

See Notes to Consolidated Financial Statements.

5653

SABRE CORPORATION

CONSOLIDATED BALANCE SHEETS

(In thousands)

	December 31,
	2024		2023
	2025		2024
Assets
Current assets
Cash and cash equivalents	$	~~724~~791,~~479~~555	$	~~648~~724,~~207~~479
Restricted cash	21118,~~039~~558		21,~~037~~039
Accounts receivable, net	~~339~~311,~~978~~870		~~343~~286,~~436~~601
Prepaid expenses and other current assets	7774,~~722~~055		~~145~~76,~~911~~518
Total current assets	1,163,218		1,158,591
Discontinued operations	—		54,581
Property and equipment, net of accumulated depreciation	248,399		233,677
Total current assets	1,296,038		1,163,218
Equity method investments	22,470		22,343
Property and equipment, net of accumulated depreciation	255,323		233,785
Goodwill	2,552,938		2,554,039
Equity method investments	23,082		22,470
Acquired customer relationships, net of accumulated amortization	192,064		214,190
Goodwill	2,384,191		2,383,380
Other intangible assets, net of accumulated amortization	145,819		161,913
Acquired customer relationships, net of accumulated amortization	159,326		177,874
Deferred income taxes	8,113		10,201
Other intangible assets, net of accumulated amortization	125,556		137,411
Other assets, net	301,908		317,240
Deferred income taxes	3,874		8,113
Total assets	$	4,634,929	$	4,672,194
Other assets, net	254,738		272,876
Discontinued operations	—		235,802
Total assets	$	4,502,128	$	4,634,929
Liabilities and stockholders’ deficit
Current liabilities
Accounts payable	$	~~263~~260,~~679~~035	$	~~231~~242,~~767~~992
Accrued compensation and related benefits	~~114~~103,~~937~~521		~~135~~105,~~620~~533
Accrued subscriber incentives	~~265~~289,~~065~~095		~~237~~265,~~421~~065
Deferred revenues	7258,~~111~~413		~~108~~60,~~256~~200
Other accrued liabilities	~~195~~256,~~769~~856		~~197~~186,~~609~~563
Current portion of debt	~~230~~245,~~214~~651		4230,~~040~~214
Total current liabilities	1,141,775		914,713
Discontinued operations	—		51,207
Deferred income taxes	37,242		30,745
Total current liabilities	1,213,571		1,141,774
Other noncurrent liabilities	212,907		258,719
Deferred income taxes	36,614		30,120
Long-term debt	4,834,776		4,829,461
Other noncurrent liabilities	173,172		204,041
Discontinued operations	—		15,989
Long-term debt	4,103,208		4,834,776
Commitments and contingencies (Note 18)
Redeemable noncontrolling interests	12,~~928~~057		1412,~~375~~928
Stockholders’ equity
Common stock: $0.01 par value; 1,000,000 authorized shares; 414,754 and 405,915 shares issued, 385,932 and 379,569 shares outstanding at December 31, 2024 and 2023, respectively	4,147		4,059
Common stock: $0.01 par value; 1,000,000 authorized shares; 427,366 and 414,754 shares issued, 395,004 and 385,932 shares outstanding at December 31, 2025 and 2024, respectively	4,274		4,147
Additional paid-in capital	3,~~304~~351,~~466~~111		3,~~249~~304,~~901~~466
Treasury stock, at cost, 28,822 and 26,346 shares at December 31, 2024 and 2023, respectively	(526,789)		(520,124)
Treasury stock, at cost, 32,362 and 28,822 shares at December 31, 2025 and 2024, respectively	(537,197)		(526,789)
Accumulated deficit	(43,~~327~~802,~~152~~535)		(4,~~048~~327,~~393~~152)
Accumulated other comprehensive loss	(7366,~~747~~656)		(73,~~922~~747)
Noncontrolling interest	14,~~376~~509		1214,~~660~~376
Total stockholders’ deficit	(1,~~604~~036,~~699~~494)		(1,~~375~~604,~~819~~699)
Total liabilities and stockholders’ deficit	$	4,~~634~~502,~~929~~128	$	4,~~672~~634,~~194~~929

See Notes to Consolidated Financial Statements.

5754

SABRE CORPORATION

CONSOLIDATED STATEMENTS OF CASH FLOWS

(In thousands)

	Year Ended December 31,
	2024		2023		2022
	2025		2024		2023
Operating Activities
Net loss	$	(278,683)	$	(527,940)	$	(432,778)
Net income (loss)	$	523,962	$	(278,683)	$	(527,940)
Adjustments to reconcile net loss to cash provided by (used in) operating activities:
Adjustments to reconcile net income (loss) to cash provided by (used in) operating activities:
Depreciation and amortization	129,484		148,676		184,633
(Income) loss from discontinued operations	(779,452)		7,135		36,402
Paid-in-kind interest	117,752		53,859		—
Payment of previously paid-in-kind interest	(199,938)		—		—
Stock-based compensation expense	54,567		52,015		82,872
Depreciation and amortization	105,920		109,521		121,217
Loss on extinguishment of debt, net	3790,~~994~~680		~~108~~37,~~577~~994		4108,~~473~~577
Amortization of upfront incentive consideration	34,317		34,833		44,086
Stock-based compensation expense	45,661		49,027		46,707
Amortization of debt discount and issuance costs	29,119		22,743		16,026
Amortization of upfront incentive consideration	38,225		34,317		34,833
(Gain) loss on investment fair value adjustment	(3,234)		2,400		26,000
Amortization of debt discount and issuance costs	28,611		26,634		20,478
Other	4,598		(3,261)		5,732
Paid-in-kind interest	28,327		117,752		53,859
Deferred income taxes	(2,891)		22,287		(17,306)
Other	(6,264)		6,988		(3,258)
Provision for expected credit losses	2,059		5,872		(285)
(Gain) on sale of assets	(5,191)		—		—
(Income) loss from discontinued operations	—		(308)		679
Deferred income taxes	5,134		(1,802)		19,076
Gain on sale of assets and investments	—		—		(180,081)
Provision for expected credit losses	1,869		2,194		4,954
Pension settlement charge	—		—		6,707
(Gain) loss on investment fair value adjustment	—		(3,234)		2,400
Impairment and related charges	—		—		5,146
Debt modification costs	—		—		4,905
Gain on loan converted to equity	—		—		(3,568)
Changes in operating assets and liabilities:
Accounts and other receivables	13(65,~~327~~288)		(118,~~454)~~029		~~(122~~18,~~288)~~306
Prepaid expenses and other current assets	337,~~880~~794		514,~~506~~280		~~(22~~51,~~431)~~236
Capitalized implementation costs	(188,~~250~~563)		(813,~~862~~085)		(124,~~577~~242)
Upfront incentive consideration	(923,~~432~~712)		(139,~~942~~432)		(1213,~~113~~942)
Other assets	(713,~~121~~892)		(34,~~960~~391)		~~42,039~~128
Accrued compensation and related benefits	(3118,~~319~~921)		~~487~~(31,246)		~~(11~~1,~~857)~~038
Accounts payable and other accrued liabilities	32126,~~710~~177		6036,~~527~~971		~~131~~49,~~034~~359
Deferred revenue including upfront solution fees	(3820,~~283~~003)		52(38,~~184~~720)		~~(15~~48,~~506)~~181
Cash provided by (used in) operating activities	70,594		56,239		(276,458)
Cash (used in) provided by operating activities	(108,864)		70,249		67,369
Investing Activities
Additions to property and equipment	(8482,~~148~~887)		(8779,~~423~~527)		(6980,~~494~~920)
Proceeds from disposition of investments in securities and assets	54,834		—		392,268
Proceeds from sale of assets	9,267		—		—
Other investing activities	(~~300~~200)		~~664~~(300)		—664
Purchase of investments	—		(11,200)		(80,000)
Proceeds from sale of investments in securities	—		54,834		—
Acquisitions, net of cash acquired	—		(12,021)		(68,797)
Purchase of investments	—		—		(11,200)
Cash (used in) provided by investing activities	(29,614)		(109,980)		173,977
Cash used in investing activities	(73,820)		(24,993)		(91,456)
Financing Activities
Proceeds of borrowings from lenders	1,755,104		1,530,473		1,818,581
Payments on borrowings from lenders	(3,686,879)		(1,750,740)		(1,573,729)
Payments on borrowings from lenders	(1,750,740)		(1,573,729)		(1,822,661)
Proceeds of borrowings from lenders	3,098,196		1,755,104		1,530,473
Proceeds from borrowings under Securitization Facility	183,500		218,600		—
Payments on borrowings under Securitization Facility	(123,450)		(91,300)		(108,600)
Payments on borrowings under Securitization Facility	(91,300)		(108,600)		—
Proceeds from borrowings under Securitization Facility	123,250		183,500		218,600
Debt prepayment fees and issuance costs	(5088,~~325~~641)		(~~159~~50,~~589~~325)		(33159,~~489~~589)
Net payment on the settlement of equity-based awards	(610,~~667~~410)		(56,~~535~~667)		(165,~~084~~535)
Dividends paid on preferred stock	—		(16,039)		(21,385)
Net Receipts on Behalf under TSA	2,183		—		—
Proceeds from sale of redeemable shares in subsidiary	—		16,000		—
Dividends paid on preferred stock	—		—		(16,039)
Other financing activities	—		4,200		(332)
Proceeds from sale of redeemable shares in subsidiary	—		—		16,000
Cash provided by (used in) financing activities	39,572		(94,219)		(75,370)
Other financing activities	—		—		4,200
Cash (used in) provided by financing activities	(685,751)		39,572		(94,219)
Cash Flows from Discontinued Operations
Cash used in operating activities	—		(425)		(3,259)
Cash (used in) provided by operating activities	(21,659)		345		(11,554)
Cash used in discontinued operations	—		(425)		(3,259)
Cash provided by (used in) investing activities	1,050,242		(4,621)		(18,525)
Effect of exchange rate changes on cash, cash equivalents and restricted cash	(4,278)		1,706		(2,358)
Cash provided by (used in) discontinued operations	1,028,583		(4,276)		(30,079)
Increase (decrease) in cash, cash equivalents and restricted cash	76,274		(146,679)		(183,468)
Effect of exchange rate changes on cash, cash equivalents and restricted cash	4,447		(4,278)		1,706
Cash, cash equivalents and restricted cash at beginning of period	669,244		815,923		999,391
Increase (decrease) in cash, cash equivalents and restricted cash	164,595		76,274		(146,679)
Cash, cash equivalents and restricted cash at end of period	$	745,518	$	669,244	$	815,923
Cash, cash equivalents and restricted cash at beginning of period	745,518		669,244		815,923
Cash payments for income taxes	$	18,317	$	24,332	$	15,620
Cash, cash equivalents and restricted cash at end of period	$	910,113	$	745,518	$	669,244
Cash payments for interest	$	~~382~~589,~~966~~045	$	~~394~~382,~~539~~966	$	~~286~~394,~~139~~539
Capitalized interest	$	85,~~056~~871	$	58,~~740~~056	$	25,~~232~~740
Non-cash additions to property and equipment	$	2313	$	—23	$	~~3,025~~—

See Notes to Consolidated Financial Statements.

5855

SABRE CORPORATION

CONSOLIDATED STATEMENTS OF STOCKHOLDERS’ DEFICIT

(In thousands, except share data)

	Stockholders’ Equity (Deficit)
	Preferred Stock			Common Stock			AdditionalPaid inCapital		Treasury Stock			RetainedEarnings(Deficit)		AccumulatedOtherComprehensiveIncome (Loss)		NoncontrollingInterest		TotalStockholders'Deficit
	Shares	Amount		Shares	Amount				Shares	Amount
Balance at December 31, 2021	3,290,000	$	33	346,430,421	$	3,464	$	3,115,719	22,929,668	$	(498,141)	$	(3,049,695)	$	(80,287)	$	9,190	$	(499,717)
Balance at December 31, 2022	3,290,000	$	33	353,436,503	$	3,534	$	3,198,580	24,894,998	$	(514,215)	$	(3,506,528)	$	(65,731)	$	11,500	$	(872,827)
Comprehensive loss	—	—		—	—		—		—	—		(435,448)		14,556		2,670		(418,222)
Preferred stock dividends(1)	—	—		—	—		—		—	—		(21,385)		—		—		(21,385)
Settlement of stock-based awards	—	—		7,006,082	70		(11)		1,965,330	(16,074)		—		—		—		(16,015)
Stock-based compensation expense	—	—		—	—		82,872		—	—		—		—		—		82,872
Other	—	—		—	—		—		—	—		—		—		(360)		(360)
Balance at December 31, 2022	3,290,000	33		353,436,503	3,534		3,198,580		24,894,998	(514,215)		(3,506,528)		(65,731)		11,500		(872,827)
Comprehensive loss	—	—		—	—		—		—	—		(527,608)		(8,191)		1,160		(534,639)
Preferred stock dividend(1)	—	—		—	—		—		—	—		(14,257)		—		—		(14,257)
Conversion of preferred stock to common stock	(3,290,000)	(33)		46,999,367	470		(437)		—	—		—		—		—		—
Settlement of stock-based awards	—	—		5,478,793	55		375		1,450,686	(5,909)		—		—		—		(5,479)
Stock-based compensation expense	—	—		—	—		52,015		—	—		—		—		—		52,015
Other	—	—		—	—		(632)		—	—		—		—		—		(632)
Balance at December 31, 2023	—	—		405,914,663	4,059		3,249,901		26,345,684	(520,124)		(4,048,393)		(73,922)		12,660		(1,375,819)
Comprehensive loss	—	—		—	—		—		—	—		(278,759)		177		1,716		(276,866)
Settlement of stock-based awards	—	—		8,839,013	88		(2)		2,476,800	(6,665)		—		—		—		(6,579)
Stock-based compensation expense	—	—		—	—		54,567		—	—		—		—		—		54,567
Other	—	—		—	—		—		—	—		—		(2)		—		(2)
Balance at December 31, 2024	—	$—	—	414,753,676	$4,147	~~4,147~~	$3,304,466	~~3,304,466~~	28,822,484	$(526,789)	~~(526,789)~~	$(4,327,152)	~~(4,327,152)~~	$(73,747)	~~(73,747)~~	$14,376	~~14,376~~	$(1,604,699)	~~(1,604,699)~~
Comprehensive income	—	—		—	—		—		—	—		524,617		7,091		133		531,841
Settlement of stock-based awards	—	—		12,612,965	127		(2)		3,539,950	(10,408)		—		—		—		(10,283)
Stock-based compensation expense	—	—		—	—		46,387		—	—		—		—		—		46,387
Other	—	—		—	—		260		—	—		—		—		—		260
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)

(1) Our mandatory convertible preferred stock accumulated cumulative dividends at an annual rate of 6.50%.

See Notes to Consolidated Financial Statements.

5956

SABRE CORPORATION

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

1. Summary of Business and Significant Accounting Policies

Description of Business

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.

At Sabre, we make travel happen. We are a global technology company that ~~operates~~provides ~~through~~a ~~two~~global business-to-business ~~segments: (i) Travel Solutions, our global~~ travel marketplace for travel suppliers and travel buyers, including a broad portfolio of software technology products and solutions for airlines. ~~and~~With ~~other~~the ~~travel~~disposition ~~suppliers,~~of ~~and~~our ~~(ii)~~ Hospitality Solutions business during 2025, anwe ~~extensive~~manage ~~suite~~and ofreport ~~leading~~our ~~software~~business ~~solutions~~in ~~for~~one ~~hoteliers~~reportable segment that constitutes our consolidated results.

Recent Events—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 sale (the “Hospitality Solutions Sale”). The assets and liabilities associated with the Hospitality Solutions business are presented as discontinued operations on our consolidated balance sheet as of December 31, 2024, and the operating results of our Hospitality Solutions business are presented as discontinued operations on our consolidated statements of operations for all periods presented. See Note 3. Discontinued Operations and Dispositions for further details.

Basis of Presentation

The consolidated financial statements have been prepared in accordance with accounting principles generally accepted in the United States (“GAAP”). 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. We have reclassified certain amounts in the notes to the financial statements, in the prior periods, to conform to current period presentation.

The preparation of these annual 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.

Within our ~~segments and~~ results of operations, cost of revenue, excluding technology costs, primarily consists of costs associated with the delivery and distribution of our products and services, including employee-related costs for our delivery, customer operations and call center teams, transactional-related costs, including travel agency incentive consideration for reservations made on our global distribution system ("GDS") ~~for Travel Solutions and GDS transaction fees for Hospitality Solutions~~, amortization of upfront incentive consideration, ~~and~~ depreciation and amortization associated with capitalized implementation costs, and certain intangible assets~~. Corporate cost of revenue~~, ~~excluding~~and ~~technology~~ costs, ~~primarily includes costs,~~ such as stock-based compensation and restructuring charges, ~~that~~(in ~~are~~applicable ~~not allocated to our segments~~periods). Technology costs consist of expenses related to third-party providers and employee-related costs to operate technology operations including data processing and hosting, third-party software, other costs associated with the maintenance and minor enhancement of our technology, and depreciation and amortization associated with software developed for internal use that supports our products, assets supporting our technology platform, businesses and systems and intangible assets related to technology. Technology costs also include costs associated with our technology transformation efforts. ~~Corporate~~as ~~technology~~well ~~costs~~as ~~includes~~ certain expenses such as stock-based compensation, and restructuring charges ~~and~~(in ~~other~~applicable ~~corporate related items including labor and professional services that are not identifiable with either of our segments~~periods). Selling, general and administrative expenses consist of professional service fees, certain settlement charges or reimbursements, costs to defend legal disputes, provision for expected credit losses, non-recoverable taxes, ~~digital~~indirect ~~services~~ taxes ~~("DST")~~, other overhead costs, 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, and depreciation and amortization associated with property and equipment, acquired customer relationships, trademarks and brand names.

Revenue Recognition

~~Travel~~Revenue ~~Solutions and Hospitality Solutions’ revenue~~ recognition is primarily driven by GDS and reservation system transactions. Timing of revenue recognition is primarily based on the consistent provision of services in a stand-ready series SaaS environment, and the amount of revenue recognized varies with the volume of transactions processed. Revenue is recognized if it is not considered probable of reversal.

Performance Obligations

A performance obligation is a promise in a contract to transfer a distinct good or service to the customer and is the unit of account under Accounting Standards Codification ("ASC") 606. The transaction price is allocated to each performance obligation and recognized as revenue when, or as, the performance obligation is satisfied. Most of our contracts for GDS services have a single stand-ready series performance obligation. For IT Solutions revenue, many of our contracts may have multiple performance obligations, which generally include software and product solutions through SaaS and hosted delivery, and other service fees. We also evaluate performance obligations across multiple agreements when entered into with the same customer at or near the same time.

central reservation system services for Hospitality Solutions have a single stand-ready series performance obligation. For Travel Solutions' IT Solutions revenue, many of our contracts may have multiple performance obligations, which generally include software and product solutions through SaaS and hosted delivery, and other service fees. We also evaluate performance obligations across multiple agreements when entered into with the same customer at or near the same time.

Our significant product and services and methods of recognition are as follows:

Stand-ready series revenue recognition

We recognize revenue from usage-based fees for the use of the software which represents a stand-ready performance obligation. Variability in the usage-based fee that does not align with the value provided to the customer can result in a difference between billings to the customer and the timing of contract performance and revenue recognition, which may result in the recognition of a contract asset. This can result in a requirement to forecast expected usage-based fees and volumes over the contract term in order to determine the rate for revenue recognition. This variable consideration is constrained if there is an inability to reliably forecast this revenue or if future reversal is considered probable. Additionally, 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 of the transaction price, including any changes to our assessment of whether an estimate of variable consideration is constrained.

~~Travel~~Transactional ~~Solutions—Travel Solutions generates distribution~~ revenue for bookings made through our GDS (e.g., Air, and Lodging, Ground and Sea ("LGS")). GDS services link and engage transactions between travel agents and travel suppliers. Revenue is generated from contracts with the travel suppliers as each booking is made or transaction occurs and represents a stand-ready series performance obligation where our systems perform the same service each day for the customer, based on the customer’s level of usage. Distribution revenue associated with car rental, hotel transactions and other travel providers is recognized at the time the reservation is used by the customer. Distribution revenue associated with airline travel reservations is recognized at the time of booking of the reservation, net of estimated future cancellations. Cancellations prior to the day of departure are estimated based on historical and expected levels of cancellation rates, adjusted to take into account any recent factors which could cause a change in those rates.

~~Travel~~We ~~Solutions~~generate ~~also~~distribution ~~generates~~revenue ITfor ~~Solutions~~bookings ~~revenue~~made ~~from~~through ~~its~~our ~~product~~GDS ~~offerings~~(e.g., ~~including~~Air, ~~reservation~~and ~~systems~~Lodging, ~~for~~Ground ~~full-service~~ and ~~low-cost~~Sea ~~carriers,~~("LGS")). ~~commercial~~GDS services link and ~~operations~~engage ~~products,~~transactions ~~agency~~between ~~solutions~~travel agents and ~~booking~~travel ~~data~~suppliers. ~~Reservation~~Revenue ~~system~~is ~~revenue~~generated from contracts with the travel suppliers as each booking is ~~primarily~~made ~~generated~~or transaction occurs and represents a stand-ready series performance obligation where our systems perform the same service each day for the customer, based on the ~~number~~customer’s level of ~~passengers boarded~~usage. ~~Generally,~~Distribution ~~customers~~revenue ~~are~~associated ~~charged~~with acar ~~fixed~~rental, ~~upfront~~hotel ~~solutions~~transactions ~~fee~~ and aother ~~recurring~~travel ~~usage-based~~providers ~~fee~~is ~~for~~recognized at the ~~use~~time ofthe reservation is used by the ~~software~~customer. inDistribution arevenue ~~stand-ready~~associated ~~series~~with ~~performance~~airline ~~obligation.~~travel Inreservations is recognized at the ~~context~~time of ~~both~~booking ~~our~~of the reservation, ~~systems~~net ~~and~~of ~~our~~estimated ~~commercial~~future ~~and~~cancellations. ~~operations~~Cancellations ~~products,~~prior ~~upfront~~to ~~solutions~~the ~~fees~~day of departure are ~~recognized~~estimated ~~primarily~~based on ahistorical ~~straight-line~~and ~~basis~~expected ~~over~~levels ~~the~~of ~~relevant~~cancellation ~~contract term~~rates, ~~upon~~adjusted ~~cut-over~~to oftake ~~the~~into ~~primary~~account ~~SaaS~~any ~~solution~~recent factors which could cause a change in those rates.

~~Hospitality~~We ~~Solutions—Hospitality~~generate IT Solutions ~~provides~~revenue ~~technology~~from ~~solutions~~our product offerings including reservation systems for full-service and ~~other~~low-cost ~~professional~~carriers, ~~services~~commercial and operations products, ~~through~~agency ~~SaaS~~solutions and ~~hosted~~booking ~~delivery~~data. ~~models,~~Reservation tosystem ~~hoteliers~~revenue ~~around~~is primarily generated based on the ~~world~~number of passengers boarded. Generally, customers are charged ana fixed, upfront solutions fee and a recurring usage-based fee for the use of the software, ~~which~~in ~~represents~~ a stand-ready series performance obligation. ~~where~~In ~~our systems perform~~ the ~~same~~context ~~service~~of ~~each~~both ~~day~~our ~~for~~reservation ~~the~~systems ~~customer,~~and ~~based~~our oncommercial ~~the~~and ~~customer’s~~operations ~~level~~products, ofupfront ~~usage. Upfront~~ solutions fees are recognized primarily on a straight-line basis over the relevant contract term, upon cut-over of the primary SaaS solution.

Contract Assets and Deferred Customer Advances and Discounts

Deferred customer advances and discounts are amortized against revenue in future periods as the related revenue is earned. Our contract assets include revenue recognized for services already transferred to a customer, for which the fulfillment of another contractual performance obligation is required, before we have the unconditional right to bill and collect based on contract terms. Contract assets and deferred customer advances and discounts are reviewed for recoverability on a periodic basis based on a review of impairment indicators, future contracted revenues and estimated direct costs of the contract when a significant event occurs that could impact the recoverability of the assets, such as a significant contract modification or early renewal of contract terms. ~~For~~Impairment ~~the year ended December 31, 2024, we recorded an impairment of $1 million~~ related to these assets. ~~For~~as ~~the~~a ~~years~~result ~~ended~~of ~~December 31,~~the ~~2023~~related ~~and~~contract ~~2022~~becoming uncollectible, wemodified ~~did~~or ~~not~~canceled ~~impair~~were ~~any~~immaterial offor ~~these~~each ~~assets as a result~~ of the ~~related~~years ~~contract~~ended ~~becoming~~December 31, ~~uncollectible~~2025, ~~modified~~2024 orand ~~canceled~~2023. Contracts are priced to generate total revenues over the life of the contract that exceed any discounts or advances provided and any upfront costs incurred to implement the customer contract.

Other revenue recognition patterns

~~Travel~~We ~~Solutions~~ also ~~provides~~provide other services including development labor or professional consulting. These services can be sold separately or with other products and services, and ~~Travel~~we ~~Solutions~~ may bundle multiple technology solutions in one arrangement with these other services. Revenue from other services consisting of development services that represent minor configuration or professional consulting is generally recognized over the period the services are performed or upon completed delivery. We also collect subscription fees which are recognized over the term of the contract.

~~Travel~~We ~~Solutions~~ also directly ~~licenses~~license certain software to ~~its~~our customers where the customer obtains on-site control of the license. Revenue from software license fees is recognized when the customer gains control of the software enabling them to directly use the software and obtain substantially all of the remaining benefits. Fees for ongoing software maintenance are recognized ratably over the life of the contract. Under these arrangements, often we are entitled to minimum fees which are collected over the term of the agreement, while the revenue from the license is recognized at the point when the customer gains control, which results in current and long-term unbilled receivables for these arrangements.

6158

Variability in the amounts billed to the customer and revenue recognized coincides with the customer’s level of usage with the exception of upfront solution fees, non-usage based variable consideration, license and maintenance agreements and other services including development labor and professional consulting. Contracts with the same customer which are entered into at or around the same period are analyzed for revenue recognition purposes on a combined basis across our businesses which can impact timing of revenue recognition.

For contracts with multiple performance obligations, we account for separate performance obligations on an individual basis with value assigned to each performance obligation based on our best estimate of relative standalone selling price ("SSP"). Judgment is required to determine the SSP for each distinct performance obligation. SSP is assessed annually using a historical analysis of contracts with customers executed in the most recently completed calendar year to determine the range of selling prices applicable to a distinct good or service. In making these judgments, we analyze various factors, including discounting practices, price lists, contract prices, value differentiators, customer segmentation and overall market and economic conditions. Based on these results, the estimated SSP is set for each distinct product or service delivered to customers. As our market strategies evolve, we may modify pricing practices in the future which could result in changes to SSP.

Revenue recognition from our ~~Travel Solutions~~ business requires significant judgments such as identifying distinct performance obligations including estimating the total contract consideration and allocating amounts to each distinct performance obligation, determining whether variable pricing within a contract meets the allocation objective, assessing revenue for constraint and forecasting future volumes. For a small number of our contracts, we are required to forecast volumes as a result of pricing variability within the contract in order to calculate the rate for revenue recognition. Any changes in these judgments and estimates could have an impact on the revenue recognized in future periods.

We evaluate whether it is appropriate to record the gross amount of our revenues and related costs by considering whether the entity is a principal (gross presentation) or an agent (net presentation) by evaluating the nature of our promise to the customer. We report revenue net of any revenue-based taxes assessed by governmental authorities that are imposed on and concurrent with specific revenue producing transactions.

Incentive Consideration

Certain service contracts with significant travel agency customers contain booking productivity clauses and other provisions that allow travel agency customers to receive cash payments or other consideration. We establish liabilities for these commitments and recognize the related expense as these travel agencies earn incentive consideration based on the applicable contractual terms. Periodically, we make cash payments to these travel agencies at inception or modification of a service contract which are capitalized and amortized to cost of revenue, excluding technology costs over the expected life of the service contract, which is generally three to ten years. Deferred charges related to such contracts are recorded in other assets, net on the consolidated balance sheets. The service contracts are priced so that the ~~additional~~ airline and other booking fees generated over the life of the contract will exceed the cost of the incentive consideration provided. Incentive consideration paid to the travel agency represents a commission paid to the travel agency for booking travel on our GDS. Similar to the revenue cancellation reserve, we record a reduction to incentive expense within cost of revenue, excluding technology costs for amounts considered probable of recovery from travel agencies for incentives previously paid on cancelled bookings.

Advertising Costs

Advertising costs are expensed as incurred. Advertising costs incurred by our continuing operations totaled $9 million, $118 million and $10 million for the years ended December 31, ~~2024~~2025, ~~2023~~2024 and ~~2022~~2023, respectively.

Cash and Cash Equivalents

We classify all highly liquid instruments, including money market funds and money market securities with original maturities of three months or less, as cash equivalents.

Restricted Cash

Restricted cash primarily includes $21 million of cash collateral for standby letters of credit associated with guarantees related to our bilateral letter of credit facility issued in conjunction with our Senior Secured Credit Facility and $98 million of cash restricted for purposes of redeeming the 8.625% senior secured notes due 2027, in 2026, which is subject to an irrevocable satisfaction and discharge agreement with the trustee. See Note 10. Debt for additional information.

Allowance for Credit Losses and Concentration of Credit Risk

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 unique to each and we determine the adequacy of our allowance for credit loss by assessing the risks and losses inherent in our receivables related to each.

6259

The majority of our receivables are trade receivables due in less than one year. In addition to our short-term trade and unbilled receivables, our receivables also include contract assets and long-term trade unbilled receivables. See Note 2. Revenue from Contracts with Customers for more information about these financial assets. Contract assets and long-term receivables are reviewed for recoverability on a periodic basis based on a review of subjective factors and trends in collection data including the aging of our trade receivable balances with these customers and expectations of future global economic growth. Our credit risk is mitigated with carriers who use the Airline Clearing House or other similar clearing houses (“ACH”) ~~and other similar clearing houses~~, as ACH requires participants to deposit certain balances into their demand deposit accounts by certain deadlines, which facilitates a timely settlement process. For those carriers from which we do not collect payments through the ACH, our credit risk is higher. We monitor our ongoing credit exposure for these carriers through active review of customer balances against contract terms and due dates with account management. Our activities include established collection processes, account reconciliations, dispute resolution and payment confirmations. We may employ collection agencies and legal counsel to pursue recovery of defaulted receivables. We generally do not require security or collateral from our customers as a condition of sale.

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 provide for credit losses against amounts due to reduce the recorded receivable to the amount we reasonably determine 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~~assumes ~~for~~that ~~current~~economic ~~customer-specific~~and ~~factors~~credit ~~indicating~~conditions ~~financial~~existing ~~instability~~at ~~and~~the ~~other~~balance ~~macroeconomic~~sheet ~~factors~~date ~~that~~would ~~correlate~~remain ~~with~~unchanged over the ~~expected~~remaining ~~collectability~~contractual life of ~~our~~these ~~receivables~~assets.

Receivables are considered to be delinquent when contractual payment terms are exceeded. All receivables aged over twelve months are fully reserved. Receivables are written off against the allowance when it is probable that all remaining contractual payments will not be collected as evidenced by factors such as the extended age of the balance, the exhaustion of collection efforts, and the lack of ongoing contact or billing with the customer.

We maintained an allowance for credit losses of approximately $2618 million, ~~$34 million~~ and $3924 million at December 31, ~~2024,~~2025 ~~2023~~ and ~~2022~~2024, respectively. See Note 9. Credit Losses for further considerations involved in the development of this estimate.

Derivative Financial Instruments

We recognize all derivatives on the consolidated balance sheets at fair value and do not offset fair value amounts recognized for derivative instruments executed with the same counterparty under a master netting arrangement. If the derivative is designated as a hedge, depending on the nature of the hedge, changes in the fair value of derivatives are offset against the change in fair value of the hedged item through earnings (a “fair value hedge”) or recognized in other comprehensive income (loss) until the hedged item is recognized in earnings (a “cash flow hedge”). For derivative instruments not designated as hedging instruments, the gain or loss resulting from the change in fair value is recognized in current earnings during the period of change. No hedging ineffectiveness was recorded in earnings during the periods presented.

Property and Equipment

Property and equipment are stated at cost less accumulated depreciation and amortization, which is calculated on the straight-line basis. Our depreciation and amortization policies are as follows:

Buildings			Lesser of lease term or 35 years
Leasehold improvements			Lesser of lease term or useful life
Furniture and fixtures			5 to 15 years
Equipment, general office and computer			3 to 5 years
Software developed for internal use			3 to 57 years

We capitalize certain costs related to our infrastructure, software applications and reservation systems in accordance with GAAP on software developed for internal use. Capitalizable costs consist of (a) certain external direct costs of materials and services incurred in developing or obtaining internal use computer software and (b) payroll and payroll related costs for employees who are directly associated with and who devote time to our GDS and SaaS-related development projects. Costs incurred during the preliminary project stage or costs incurred for data conversion activities and training, maintenance and general and administrative or overhead costs are expensed as incurred. Costs that cannot be separated between maintenance of, and relatively minor upgrades and enhancements to, internal use software are also expensed as incurred. See Note 7. Balance Sheet Components, for amounts capitalized as property and equipment in our consolidated balance sheets. Depreciation and amortization of property and equipment totaled $6761 million, $7962 million and $9068 million for the years ended December 31, ~~2024~~2025, ~~2023~~2024 and ~~2022~~2023, respectively. Amortization of software developed for internal use totaled $5350 million, $6648 million and $7455 million for the years ended December 31, ~~2024~~2025, ~~2023~~2024 and ~~2022~~2023, respectively. During the years ended December 31, ~~2024~~2025, ~~2023~~2024 and ~~2022~~2023, we capitalized $6681 million, $7761 million, and $6471 million, respectively, related to software developed for internal use.

63We also evaluate the useful lives of these assets on an annual basis and test for impairment whenever events or changes in circumstances indicate that the carrying amount of the assets used in combination to generate cash flows largely independent

We also evaluate the useful lives of these assets on an annual basis and test for impairment whenever events or changes in circumstances indicate that the carrying amount of the assets used in combination to generate cash flows largely independent of other assets may not be recoverable. We did not record any property and equipment impairment charges for the years ended December 31, 2024 and 2023. 60

of other assets may not be recoverable. We did not record any property and equipment impairment charges for the years ended December 31, 2025 and 2024.

Leases

We lease certain facilities under long term operating leases. We determine if an arrangement is a lease at inception. We evaluate lessee agreements with a minimum term greater than one year for recording on the balance sheet. Operating lease assets are included in operating lease right-of-use (“ROU”) assets within other assets, net and operating lease liabilities are included in other current liabilities and other noncurrent liabilities in our consolidated balance sheets. Finance lease assets are included in property and equipment with associated liabilities included in current portion of debt and long-term debt in our consolidated balance sheets. We did not have any finance lease assets for the years ended December 31, ~~2024~~2025 and ~~2023~~2024.

ROU assets represent our right to use an underlying asset for the lease term and lease liabilities represent our obligation to make lease payments arising from the lease. Operating lease ROU assets and liabilities are recognized at the commencement date based on the present value of lease payments over the lease term. As most of our leases do not provide an implicit rate, we use our internal borrowing rate for leases with a lease term of less than or equal to five years. For leases with a lease term greater than five years, we use our incremental borrowing rate based on the estimated rate of interest for corporate bond borrowings over a similar term of the lease payments. Certain of our lease agreements contain renewal options, early termination options and/or payment escalations based on fixed annual increases, local consumer price index changes or market rental reviews. We recognize rent expense with fixed rate increases and/or fixed rent reductions on a straight-line basis over the term of the lease.

Business Combinations

Business combinations are accounted for under the acquisition method of accounting. Under this method, the assets acquired and liabilities assumed are recognized at their respective fair values as of the date of acquisition. The excess, if any, of the acquisition price over the fair values of the assets acquired and liabilities assumed is recorded as goodwill. For significant acquisitions, we utilize third-party appraisal firms to assist us in determining the fair values for certain assets acquired and liabilities assumed. The measurement of these fair values requires us to make significant estimates and assumptions which are inherently uncertain.

Adjustments to the fair values of assets acquired and liabilities assumed are made until we obtain all relevant information regarding the facts and circumstances that existed as of the acquisition date (the “measurement period”), not to exceed one year from the date of the acquisition. We recognize measurement-period adjustments in the period in which we determine the amounts, including the effect on earnings of any amounts we would have recorded in previous periods if the accounting had been completed at the acquisition date.

Business Divestitures

We periodically divest assets that we do not consider core to our business strategy. The carrying value of the net assets held for sale are compared to their fair value, less cost to sell, and any initial adjustments of the carrying value to fair value, less cost to sell are recorded when the held for sale criteria are met. Gains or losses associated with the disposal of assets held for sale are recorded within other, net in our consolidated statements of operations. When the net assets constitute a business, we allocate a portion of the goodwill from the related reporting unit to the carrying value of the net assets held for sale. The amount of goodwill allocated is based on the relative fair values of the business to be disposed of and the portion of the reporting unit that will be retained.

Goodwill and Intangible Assets

Goodwill is the excess of the purchase price over the fair value of identifiable tangible and intangible assets acquired in business combinations. Goodwill is not amortized but is reviewed for impairment on an annual basis or more frequently if events and circumstances indicate the carrying amount may not be recoverable. Definite-lived intangible assets are amortized on a straight-line basis and assigned useful economic lives of two to thirty years, depending on classification. The useful economic lives are evaluated on an annual basis.

We perform our annual goodwill impairment assessment as of October 1 of each year and interim assessments as required upon the identification of a triggering event. We begin with the qualitative assessment of whether it is more likely than not that a reporting unit’s fair value is less than its carrying value before applying the quantitative assessment described below. If it is determined through the evaluation of events or circumstances that the carrying value may not be recoverable, or if we decide to bypass the qualitative assessment, we perform a quantitative assessment comparing the estimated fair value of the reporting unit to which the goodwill has been assigned to the sum of the carrying value of the assets and liabilities of that unit. If the sum of the carrying value of the assets and liabilities of a reporting unit exceeds the estimated fair value of that reporting unit, the carrying value of the reporting unit’s goodwill is reduced to its fair value through an adjustment to the goodwill balance, resulting in an impairment charge. We utilize third-party appraisal firms to assist us in determining the fair value of a reporting unit as part of performing the quantitative assessment. We have ~~two~~one reporting ~~units~~unit associated with our continuing operations~~: Travel Solutions and Hospitality Solutions~~. We did not record any goodwill impairment charges for the years ended December 31, ~~2024~~2025, ~~2023~~2024 and ~~2022~~2023. See Note 6. Goodwill and Intangible Assets for additional information.

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Definite-lived intangible assets are evaluated for impairment whenever events or changes in circumstances indicate that the carrying amount of definite lived intangible assets used in combination to generate cash flows largely independent of other assets may not be recoverable. If impairment indicators exist for definite-lived intangible assets, the undiscounted future cash flows associated with the expected service potential of the assets are compared to the carrying value of the assets. If our projection of undiscounted future cash flows is in excess of the carrying value of the intangible assets, no impairment charge is recorded. If our projection of undiscounted cash flows is less than the carrying value, the intangible assets are measured at fair value and an impairment charge is recorded based on the excess of the carrying value of the assets to its fair value. We did not record any intangible asset impairment charges for the years ended December 31, ~~2024~~2025, ~~2023~~2024 and ~~2022~~2023. See Note 6. Goodwill and Intangible Assets for additional information.

Equity Method Investments

We utilize the equity method to account for our interests in entities that we do not control but over which we exert significant influence. We periodically evaluate investments accounted for under the equity method for impairment by reviewing updated financial information provided by the investee, including valuation information from new financing transactions by the investee and information relating to competitors of investees when available. We own voting interests in various national marketing companies ranging from 20% to 49%, a voting interest of 40% in ESS Elektroniczne Systemy Spzedazy Sp. zo.o, and a voting interest of 20% in Asiana Sabre, Inc. The carrying value of these equity method investments in joint ventures amounts to $20 million and $19 million as of December 31, ~~2024~~2025 and ~~2023~~2024, respectively.

Contract Acquisition Costs and Capitalized Implementation Costs

We incur contract acquisition costs related to new contracts with our customers in the form of sales commissions based on estimated contract value ~~for our Travel Solutions and Hospitality Solutions businesses~~. These costs are capitalized and reviewed for impairment on an annual basis. We generally amortize these costs, and those for renewals, over the average contract term for those businesses, excluding commissions on contracts with a term of one year or less, which are generally expensed in the period earned and recorded within selling, general and administrative expenses.

We incur upfront costs to implement new customer contracts under our SaaS revenue model. We capitalize these costs, including (a) certain external direct costs of materials and services incurred to implement a customer contract and (b) payroll and payroll related costs for employees who are directly associated with and devote time to implementation activities. Capitalized implementation costs are amortized on a straight-line basis over the related contract term, ranging from two to ten years, as they are recoverable through deferred or future revenues associated with the relevant contract. These assets are reviewed for recoverability on a periodic basis or when an event occurs that could impact the recoverability of the assets, such as a significant contract modification or early renewal of contract terms. Recoverability is measured based on the future estimated revenue and direct costs of the contract compared to the capitalized implementation costs. See Note 7. Balance Sheet Components and Note 2. Revenue from Contracts with Customers, for additional information. Amortization of capitalized implementation costs, included in depreciation and amortization, totaled $1911 million, $2313 million and $37 17 million for the years ended December 31, ~~2024~~2025, ~~2023~~2024 and ~~2022~~2023, respectively.

Income Taxes

Deferred income tax assets and liabilities are determined based on differences between financial reporting and income tax basis of assets and liabilities and are measured using the tax rates and laws enacted at the time of such determination. We regularly review our deferred tax assets for recoverability and a valuation allowance is provided when it is more likely than not that some portion, or all, of a deferred tax asset will not be realized. In assessing the need for a valuation allowance, we make estimates and assumptions regarding projected future taxable income, the reversal of deferred tax liabilities and implementation of tax planning strategies. We reassess these assumptions regularly which could cause an increase or decrease to the valuation allowance, resulting in an increase or decrease in the effective tax rate, and could materially impact our results of operations.

We recognize liabilities when we determine a tax position is not more likely than not to be sustained upon examination by the tax authorities. We use significant judgment in determining whether a tax position's technical merits are more likely than not to be sustained and in measuring the amount of tax benefit that qualifies for recognition. For matters that are determined will more likely than not be sustained, we measure the tax benefit as the largest amount which is more than 50% likely of being realized upon ultimate settlement. We recognize penalties and interest accrued related to income taxes as a component of the

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provision for income taxes. As the matters challenged by the taxing authorities are typically complex and open to subjective interpretation, their ultimate outcome may differ from the amounts recognized.

We recognize liabilities, if any, related to global low-taxed intangible income (“GILTI”) in the year in which the liability arises and not as a deferred tax liability.

Pension and Other Postretirement Benefits

We recognize the funded status of our defined benefit pension plans and other postretirement benefit plans in our consolidated balance sheets. The funded status is the difference between the fair value of plan assets and the benefit obligation as of the balance sheet date. The fair value of plan assets represents the cumulative contributions made to fund the pension and other postretirement benefit plans which are invested primarily in domestic and foreign equities and fixed income securities. The benefit obligation of our pension and other postretirement benefit plans are actuarially determined using certain assumptions approved by us. The benefit obligation is adjusted annually in the fourth quarter to reflect actuarial changes and may also be adjusted upon the adoption of plan amendments. These adjustments are initially recorded in accumulated other comprehensive income (loss) and are subsequently amortized over the life expectancy of the plan participants as a component of net periodic benefit costs.

Equity-Based Compensation

We account for our stock awards and options by recognizing compensation expense, measured at the grant date based on the fair value of the award, on a straight-line basis over the award vesting period, giving consideration as to whether the amount of compensation cost recognized at any date is equal to the portion of grant date value that is vested at that date. Compensation expense on stock awards subject to performance conditions, which is based on the quantity of awards we have determined are probable of vesting, is recognized over the longer of the estimated performance goal attainment period or time vesting period. We recognize equity-based compensation expense net of any actual forfeitures.

We measure the grant date fair value of stock option awards as calculated by the Black-Scholes option-pricing model which requires certain subjective assumptions, including the expected term of the option, the expected volatility of our common stock, risk-free interest rates and expected dividend yield. The expected term is estimated by using the “simplified method” which is based on the midpoint between the vesting date and the expiration of the contractual term. We utilized the simplified method due to the lack of sufficient historical experience under our current grant terms. The expected volatility is based on the historical volatility of our stock price. The expected risk-free interest rates are based on the yields of U.S. Treasury securities with maturities appropriate for the expected term of the stock options. The expected dividend yield is based on the calculated yield on our common stock at the time of grant. No stock options were granted during the years ended December 31, ~~2024~~2025, ~~2023~~2024 and ~~2022~~2023.

Foreign Currency

We remeasure foreign currency transactions into the relevant functional currency and record the foreign currency transaction gains or losses as a component of other, net in our consolidated statements of operations. We translate the financial statements of our non-U.S. dollar functional currency foreign subsidiaries into U.S. dollars in consolidation and record the translation gains or losses as a component of other comprehensive income (loss). Translation gains or losses of foreign subsidiaries related to divested businesses are reclassified into earnings as a component of other, net in our consolidated statements of operations once the liquidation of the respective foreign subsidiaries is substantially complete.

Adoption of New Accounting Standards

In ~~November~~December 2023, the Financial Accounting Standards Board ("FASB") issued updated guidance to ~~improve~~enhance ~~reportable~~the ~~segment~~transparency ~~disclosure~~and ~~requirements,~~decision ~~primarily~~usefulness ~~through~~of ~~enhanced~~income tax disclosures ~~about~~through ~~significant~~improvements ~~segment~~primarily ~~expenses~~related to the rate reconciliation and income taxes paid information. The updated standard is effective for public companies for fiscal years beginning after December 15, ~~2023~~2024, ~~and~~with ~~interim~~early ~~periods~~adoption ~~within~~permitted. ~~fiscal~~The ~~years~~updated ~~beginning~~standard ~~after~~can ~~December~~be ~~15,~~applied ~~2024~~on a prospective basis, ~~with~~although ~~early~~retrospective ~~adoption~~application to all periods presented is permitted. We adopted this standard on a prospective basis as of December 31, ~~2024~~2025. See Note 198. ~~Segment~~Income ~~Information~~Taxes for more information on the impacts from adoption.

In July 2025, the FASB issued updated guidance to simplify the application of the current expected credit loss (“CECL”) model for certain short-duration financial assets. The standard is effective for fiscal years beginning after December 15, 2025, including interim periods within those fiscal years, with early adoption permitted. We early adopted this standard for the year ended December 31, 2025, including the application of the practical expedient related to the estimation of expected credit losses for current accounts receivable and current contract assets. The adoption had no impact on our financial statements.

Recent Accounting Pronouncements

In ~~December~~November ~~2023~~2024, the FASB issued ~~updated~~ guidance toregarding ~~enhance~~disaggregation ~~the~~of ~~transparency~~income ~~and~~statement ~~decision~~expenses, ~~usefulness~~which ofrequires ~~income~~additional ~~tax~~disclosure ~~disclosures~~of ~~through~~certain ~~improvements~~costs ~~primarily~~and ~~related~~expenses towithin the ~~rate~~notes ~~reconciliation~~to ~~and~~the ~~income~~financial ~~taxes paid information~~statements. The ~~updated~~ standard is effective for public companies for fiscal years beginning after December 15, ~~2024~~2026, and interim periods within fiscal years beginning after December 15, 2027, with early adoption permitted. We are currently evaluating the impact ofthat this standard will have on our consolidated financial statement disclosures.

In ~~November~~September ~~2024~~2025, the FASB issued guidance regarding ~~disaggregation~~intangibles—goodwill ofand ~~income~~other—internal-use ~~statement expenses~~software, which ~~requires~~updates ~~additional~~the ~~disclosure~~accounting ~~of certain costs~~ and ~~expenses~~disclosures ~~within~~for ~~the~~software ~~notes to the financial statements~~costs. 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 financial statement disclosures.

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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.

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, 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 December 31, ~~2024~~2025 and December 31, ~~2023~~2024 (in thousands):

Account

Consolidated Balance Sheet Location

December 31, ~~2024~~2025

December 31, ~~2023~~2024

Contract assets and customer advances and discounts(1)

Prepaid expenses and other current assets / other assets, net

2816,~~635~~692

4228,~~029~~112

Trade and unbilled receivables, net

Accounts receivable, net

~~334~~308,~~699~~825

~~341~~282,~~362~~173

Long-term trade unbilled receivables, net

Other assets, net

207,~~531~~795

209,~~265~~331

Contract liabilities

Deferred revenues / other noncurrent liabilities

~~128~~96,~~645~~753

~~166~~107,~~911~~867

_______________________________

(1) Includes contract assets of $84 million and $118 million for December 31, ~~2024~~2025 and ~~2023~~2024, respectively.

During the year ended December 31, ~~2024~~2025, we recognized revenue of approximately $6025 million from contract liabilities that existed as of January 1, ~~2024~~2025. 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. During the year ended December 31, 2022, we recorded an impairment of $5 million on our unbilled receivables due to the expected impact of Russian legislation and related regulations enacted during the year on the future recoverability of these assets. We evaluate collectability of our accounts receivable based on a combination of factors and record reserves as described further in Note 9. Credit Losses.

Revenue

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

	Year Ended December 31,
	2024		2023		2022
	2025		2024		2023
Distribution	$	2,~~173~~216,~~618~~990	$	2,~~057~~173,~~044~~619	$	12,~~622~~057,~~545~~044
IT Solutions(1)	~~571~~553,~~226~~993		~~585~~571,~~033~~226		~~688~~585,~~730~~033
Total Travel Solutions	2,744,844		2,642,077		2,311,275
Total Sabre Revenue	$	2,770,983	$	2,744,845	$	2,642,077
SynXis Software and Service	299,184		275,017		227,301
Other	27,635		29,152		27,319
Total Hospitality Solutions	326,819		304,169		254,620
Eliminations	(42,098)		(38,508)		(28,880)
Total Sabre Revenue	$	3,029,565	$	2,907,738	$	2,537,015

_______________________________

(1) Includes license fee revenue recognized upon delivery to the customer of $75 million, $7 million and $67 million for the years ended December 31, ~~2024~~2025, ~~2023~~2024 and ~~2022~~2023, respectively.

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 year ended December 31, ~~2024~~2025, the impact on revenue recognized in the current period, from performance obligations partially or fully satisfied in the previous period, is $63 million.

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. See Note 1. Summary of Business and Significant Accounting Policies regarding revenue recognition of our various revenue streams for more information.

We estimate future cancellations using the expected value approach at the end of each reporting period based on the number of undeparted bookings, expected cancellations and an estimated rate. ~~Our~~Assumptions ~~cancellation~~used ~~reserve~~in isour ~~sensitive~~cancellation toreserve include our estimate of bookings that we expect will eventually travel, as well as to the mix of those bookings between domestic and international, given the varying rates paid by airline suppliers. Our air booking cancellation reserve totaled $1113 million and $1011 million as of December 31, ~~2024~~2025 and ~~2023~~2024, respectively.

Contract Acquisition Costs and Capitalized Implementation Costs

We incur contract costs in the form of acquisition costs and implementation costs. Contract acquisition costs are related to new contracts with our customers in the form of sales commissions based on the estimated contract value. We incur contract implementation costs to implement new customer contracts under our SaaS revenue model. We periodically assess contract costs for recoverability, and our assessment did not result in any material impairments for the years ended December 31, ~~2024~~2025 ~~and 2023. See Note 1. Summary of Business and Significant Accounting Policies for an overview of our policy for capitalization of acquisition and implementation costs.~~

~~The following table presents the activity of our acquisition costs and capitalized implementation costs for the years ended December 31, 2024 and 2023 (in thousands):~~64

	Year Ended December 31,
	2024		2023
Contract acquisition costs:
Beginning balance	$	19,520	$	19,417
Additions	7,046		6,500
Amortization	(6,376)		(6,397)
Ending balance	$	20,190	$	19,520
Capitalized implementation costs:
Beginning balance	$	67,536	$	82,711
Additions	18,250		8,862
Amortization	(18,565)		(23,031)
Impairment	(1,092)		(1,519)
Other	711		513
Ending balance	$	66,840	$	67,536

and 2024. See Note 1. Summary of Business and Significant Accounting Policies for an overview of our policy for capitalization of acquisition and implementation costs.

The 3.following ~~Acquisitions~~table presents the activity of our acquisition costs and ~~Dispositions~~capitalized implementation costs for the years ended December 31, 2025 and 2024 (in thousands):

Conferma


	Year Ended December 31,
	2025		2024
Contract acquisition costs:
Beginning balance	$	8,008	$	7,847
Additions	3,016		2,835
Amortization	(2,696)		(2,674)

Ending balance	$	8,328	$	8,008

Capitalized implementation costs:
Beginning balance	$	50,365	$	50,363
Additions	8,563		13,085
Amortization	(11,423)		(12,698)
Impairment	(1,062)		(1,092)

Other	1,042		707
Ending balance	$	47,485	$	50,365

In August 2022, we completed the acquisition of Conferma Limited ("Conferma"), a virtual payments technology company, to expand our investment in technology for the payments ecosystem in the travel industry3. WeDiscontinued ~~acquired~~Operations ~~all of the outstanding stock~~ and ~~ownership~~Dispositions interest of Conferma through the exercise of a call option, for net cash of $62 million and the conversion of a pre-existing loan receivable into share capital of $11 million. We recognized a gain of approximately $4 million upon conversion of the loan for the difference between the carrying value and fair value of the loan, which is recorded to Other, net within our results of operations. Conferma is part of our Travel Solutions segment. The purchase price allocation was finalized in August 2023, and no additional adjustments were recorded since December 31, 2022. In February 2023, we sold 19% of the share capital of the direct parent company of Conferma to a third party for proceeds of $16 million resulting in a non-controlling interest from that date. See Note 4. Redeemable Noncontrolling Interest for further details.

~~AirCentre~~On ~~Disposition~~April 27, 2025, we entered into a definitive purchase agreement with the Buyer pursuant to which the Buyer agreed to purchase our Hospitality Solutions business, and on July 3, 2025, we closed the transaction for estimated cash proceeds of $965 million, net. Cash proceeds are net of estimated taxes and fees, cash acquired by the Buyer and customary closing adjustments. We recognized a pre-tax gain on sale of $822 million (after-tax $724 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. The assets and liabilities associated with the Hospitality Solutions business are presented as discontinued operations on our consolidated balance sheet as of December 31, 2024, and 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 all periods presented. See Note 10. Debt for further details.

OnIn ~~October~~connection ~~28,~~with ~~2021,~~the weclosing ~~announced~~of ~~that~~the Hospitality Solutions Sale, we entered into antransition ~~agreement~~services agreements ("TSA") with athe ~~third~~Buyer, ~~party~~under towhich ~~sell~~we ~~our~~provide ~~suite~~transition services consisting of ~~flight~~technology, employment, administrative and ~~crew~~other ~~management~~services ~~and~~for ~~optimization~~up ~~solutions,~~to ~~which~~an ~~represents~~eighteen ~~our~~month ~~AirCentre~~period ~~airline~~to ~~operations~~help ~~portfolio.~~provide Onfor ~~February~~an ~~28,~~orderly ~~2022,~~transition weand ~~completed~~facilitate the ~~sale~~ongoing operations of ~~AirCentre~~the toHospitality aSolutions ~~third~~business ~~party~~following ~~for~~the ~~net~~close. ~~cash~~Consideration ~~proceeds~~received ofunder ~~$392 million.~~the ~~The~~agreements ~~operating~~is ~~results~~primarily ofbased ~~AirCentre~~on ~~are~~actual ~~included~~costs ~~within~~incurred ~~Travel~~for ~~Solutions~~each service provided. Amounts due for ~~all~~transition ~~periods~~services ~~presented~~provided ~~through~~to the ~~date~~Hospitality ofSolutions ~~sale.~~business ~~The~~under ~~net~~the ~~assets~~TSA, net of ~~AirCentre~~direct ~~disposed~~and ofincremental ~~primarily~~costs ~~included~~to ~~goodwill~~provide ofthe ~~$146 million~~services, ~~working~~are ~~capital~~recorded to other, net, within continuing operations in our consolidated statements of ~~$34~~operations during the year ended December ~~million~~31, 2025 and ~~other~~presented ~~assets,~~within ~~net~~the operating activities section of ~~$25 million.~~the Westatement ~~recorded~~of acash ~~pre-tax~~flows. ~~gain~~Service oncharges ~~sale~~under ofthe TSA were approximately $~~180~~39 million ~~(after-tax~~for ~~$112 million)~~the inyear ~~Other~~ended December 31, ~~net~~2025 inand ~~our~~cash ~~consolidated~~receipts ~~statements~~related ofto ~~operations~~the charges were approximately $33 million for the year ended December 31, ~~2022~~2025. 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 GDS 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 $25 million and $18 million, respectively for the year ended December 31, 2025. 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 $35 million and $42 million for the years ended December 31, 2025 and 2024, respectively.

The following table presents the major categories of income from discontinued operations related to the Hospitality Solutions business (in thousands):


	Year Ended December 31,
	2025		2024		2023
Revenue	$	174,317	$	326,819	$	304,168
Cost of revenue, excluding technology costs	84,732		150,562		151,874
Technology costs	41,991		85,249		85,870
Selling, general and administrative	27,025		46,698		51,750
Operating income	20,569		44,310		14,674
Other expense:
Interest expense, net	(42,070)		(56,368)		(51,281)
Loss on extinguishment of debt	(13,519)		—		—
Other, net	825,247		(960)		897
Total other expense, net	769,658		(57,328)		(50,384)
Income (loss) from discontinued operations before income taxes	790,227		(13,018)		(35,710)
Provision (benefit) for income taxes(1)	10,775		(5,883)		692
Net income (loss) from discontinued operations	$	779,452	$	(7,135)	$	(36,402)

______________________

(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 the major classes of assets and liabilities from discontinued operations at December 31, 2024 related to the Hospitality Solutions business (in thousands):



	December 31, 2024
Assets:

Accounts receivable, net	$	53,377
Prepaid expenses and other current assets	1,204
Current assets	54,581
Property and equipment, net of accumulated depreciation	14,614
Goodwill and intangibles	192,156



Other assets, net	29,032
Long-term assets	235,802
Total assets	$	290,383
Liabilities:
Accounts payable	$	20,687
Other accrued liabilities and accrued compensation	18,609
Deferred revenues	11,911

Current liabilities	51,207

Other noncurrent liabilities and deferred income taxes	15,989
Long-term liabilities	15,989
Total liabilities	$	67,196

The following table presents selected financial information related to cash flows from discontinued operations for the years ended December 31, 2025 and 2024 (in thousands):


	Year Ended December 31,
	2025		2024		2023
Cash (used in) provided by operating activities	$	(21,659)	$	345	$	(11,554)
Cash provided by (used in) investing activities	1,050,242		(4,621)		(18,525)
Cash provided by (used in) discontinued operations	$	1,028,583	$	(4,276)	$	(30,079)

4. Redeemable Noncontrolling Interest

On February 1, 2023, we sold common shares ~~of a subsidiary,~~ representing a 19% interest in ~~Conferma’s~~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.

68As 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 December 31, 2025 and 2024, the redeemable noncontrolling interest was $12 million and $13 million, respectively.

AsThe ~~the~~following ~~common~~table ~~shares~~presents ~~are redeemable upon~~ the ~~occurrence~~changes ofin ~~conditions~~redeemable ~~not solely within our control, we recorded the~~ noncontrolling interest asof ~~redeemable~~a ~~and~~consolidated ~~classified~~subsidiary itin as temporary equity ~~within~~during ~~our consolidated balance sheet initially at fair value. The noncontrolling interest is adjusted each reporting period for loss or income attributable to~~ the ~~noncontrolling~~years ~~interest.~~ended ~~As of~~ December 31, ~~2024~~2025 and ~~2023,~~2024 ~~the~~(in ~~redeemable noncontrolling interest was $13 million and $14 million, respectively.~~thousands):

The following table presents the changes in redeemable noncontrolling interest of a consolidated subsidiary in temporary equity during the year ended December 31, 2024 (in thousands):


	Year Ended December 31,
	2025		2024
Redeemable noncontrolling interest, beginning of period	$	12,928	$	14,375

Net loss attributable to redeemable noncontrolling interest	(871)		(1,447)
Redeemable noncontrolling interest, end of period	$	12,057	$	12,928

	Year Ended December 31,
	2024		2023
Redeemable noncontrolling interest, beginning of period	$	14,375	$	—
Proceeds from sale of redeemable noncontrolling interest	—		16,000
Net loss attributable to redeemable noncontrolling interest	(1,447)		(1,625)
Redeemable noncontrolling interest, end of period	$	12,928	$	14,375

5. Restructuring Activities

~~During~~We ~~the~~have ~~second~~announced ~~quarter~~that ofwe ~~2023,~~are weimplementing ~~announced~~a ~~and~~program ~~began~~in 2026, designed to ~~implement~~offset anormal ~~cost~~inflationary ~~reduction~~pressures ~~plan~~over ~~designed~~the next two to ~~reposition~~three ~~our~~years, ~~business~~with the goal of keeping technology costs and toselling, ~~structurally~~general ~~reduce~~and ~~our~~administrative ~~cost~~costs ~~base.~~relatively Asflat awhen ~~result~~compared ofto ~~this~~2025. ~~cost~~In ~~reduction~~connection ~~plan~~with these efforts, we ~~incurred~~accrued restructuring costs ~~beginning~~within inour consolidated statement of operations during the ~~second~~year ~~quarter~~ended ofDecember ~~2023~~31, 2025, primarily associated with our workforce. We doexpect ~~not~~to ~~expect~~record additional restructuring charges associated with these activities toin be2026, ~~significant~~and ascurrently ~~all~~estimate ~~activities~~the ~~associated~~total ~~with~~costs ~~this~~to ~~plan~~be ~~are~~$65 million, ~~substantially~~primarily ~~complete~~associated aswith ofour ~~December 31, 2024~~workforce.

Since the second quarter of 2023, we have incurred costs of $83 million in connection with this business plan. These restructuring costs are comprised of $77 million that has been or will be paid in cash for severance and related benefits costs and $6 million paid related to other restructuring costs. During the ~~twelve~~year ~~months~~ ended December 31, ~~2024~~2025, we ~~recorded~~accrued $1951 million in ~~additional~~connection ~~severance~~with ~~and~~this ~~related benefits costs~~program, of which $17 million is recorded within cost of revenue, excluding technology costs, $1321 million is recorded within technology costs and $523 million is recorded within selling, general and administrative costs within our consolidated statement of operations. ~~The~~These ~~majority~~restructuring ~~of these additional~~ costs isare ~~expected~~primarily tocomprised ~~be paid by the end~~ of ~~the~~amounts ~~first~~that ~~quarter~~will ofbe ~~2025.~~paid Wein ~~also~~cash ~~recorded a $10 million adjustment to the accrued liability~~ for ~~estimated~~severance ~~amounts~~and ~~that~~related ~~are~~benefits ~~no longer expected to be paid~~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 cost reduction plan (in thousands):

	Year Ended December 31, 2024		Year Ended December 31, 2023
Balance as of January 1	$	17,288	$	—
Charges	19,379		64,247
Cash payments	(16,941)		(48,189)
Non-cash adjustments	(9,774)		1,230
Balance as of December 31	$	9,952	$	17,288

6. Goodwill and Intangible Assets

Changes in the carrying amount of goodwill during the years ended December 31, ~~2024~~2025 and ~~2023~~2024 are as follows (in thousands):

	Travel Solutions		HospitalitySolutions		TotalGoodwill
	TotalGoodwill
Balance as of December 31, 2022	$	2,381,964	$	160,123	$	2,542,087
Balance as of December 31, 2023	$	2,384,480
Acquired	—		9,436		9,436
Adjustments(1)	(1,100)
Adjustments(1)	2,516		—		2,516
Balance as of December 31, 2024	2,383,380
Balance as of December 31, 2023	2,384,480		169,559		2,554,039
Adjustments(1)	811
Adjustments(1)	(1,101)		—		(1,101)
Balance as of December 31, 2025	$	2,384,191
Balance as of December 31, 2024	$	2,383,379	$	169,559	$	2,552,938

________________________

(1)Includes net foreign currency effects during the years ended December 31, ~~2024~~2025 and ~~2023~~2024.

6967

The following table presents our intangible assets as of December 31, ~~2024~~2025 and ~~2023~~2024 (in thousands):

	December 31, 2024						December 31, 2023
	December 31, 2025						December 31, 2024
	GrossCarryingAmount		AccumulatedAmortization		NetCarryingAmount		GrossCarryingAmount		AccumulatedAmortization		NetCarryingAmount
Acquired customer relationships	$	1956,~~004,375~~093	$	(~~812~~796,~~311~~767)	$	~~192~~159,~~064~~326	$	1955,~~041,719~~800	$	(~~827~~777,~~529~~926)	$	~~214~~177,~~190~~874
Trademarks and brand names	~~323~~315,~~998~~630		(~~191~~197,~~403~~005)		~~132~~118,~~595~~625		~~334~~315,~~434~~563		(~~190~~186,~~948~~376)		~~143~~129,~~486~~187
Reacquired rights	—		—		—		113,500		(113,500)		—
Purchased technology	380,867		(373,936)		6,931		379,972		(371,748)		8,224
Purchased technology	388,742		(375,518)		13,224		449,936		(431,509)		18,427
Acquired contracts, supplier and distributor agreements	24,600		(24,600)		—		24,600		(24,600)		—
Acquired contracts, supplier and distributor agreements	24,600		(24,600)		—		37,600		(37,600)		—
Total intangible assets	$	1,677,190	$	(1,392,308)	$	284,882	$	1,675,935	$	(1,360,650)	$	315,285
Non-compete agreements	1,700		(1,700)		—		13,953		(13,953)		—
Total intangible assets	$	1,743,415	$	(1,405,532)	$	337,883	$	1,991,142	$	(1,615,039)	$	376,103

Amortization expense relating to intangible assets subject to amortization totaled $3831 million, ~~$40~~for the year ended December ~~million~~31, 2025 and $5133 million for each of the years ended December 31, 2024, ~~2023~~ and ~~2022, respectively~~2023. Estimated amortization expense related to intangible assets subject to amortization for each of the five succeeding years and beyond is as follows (in thousands):

2025	$	35,189
2026	$	31,011
2026	35,189
2027	30,640
2027	34,508
2028	29,894
2028	33,010
2029	28,997
2029	31,584
2030	26,584
2030 and thereafter	168,403
2031 and thereafter	137,756
Total	$	~~337~~284,~~883~~882

7. Balance Sheet Components

Prepaid Expenses and Other Current Assets

Prepaid expenses and other current assets consist of the following (in thousands):

	December 31,
	2024	2023
	2025	2024
Prepaid Expenses

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