Sabre Corporation
08/06/2026 | Press release | Distributed by Public on 08/06/2026 06:02
Quarterly Report for Quarter Ending June 30, 2026 (Form 10-Q)
MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS
Forward-Looking Statements
This Quarterly Report on Form 10-Q, including this "Management's Discussion and Analysis of Financial Condition and Results of Operations" in Part I, Item 2, contains information that may constitute forward-looking statements. Forward-looking statements relate to expectations, beliefs, projections, future plans and strategies, anticipated events or trends and similar expressions concerning matters that are not historical facts, such as statements regarding our future financial condition or results of continuing operations, our prospects and strategies for future growth, the development and introduction of new technologies and products, expectations regarding cost reductions, and the implementation of our marketing and branding strategies. In many cases, you can identify forward-looking statements by terms such as "expects," "outlook," "intends," "will," "may," "believes," "pro forma," "plans," "predicts," "potential," "estimates," "intends," "should," "could," "anticipates," "likely," "commit," "guidance," "anticipate," "incremental," "provisional," "preliminary," "forecast," "continue," "strategy," "confidence," "objective," "project," or the negative of these terms or other comparable terminology. 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. Certain of these risks, uncertainties and changes in circumstances are described in the "Risk Factors" section of this Quarterly Report on Form 10-Q and in the "Risk Factors" and "Forward-Looking Statements" sections included in our Annual Report on Form 10-K filed with the SEC on February 18, 2026. Although we believe that the expectations reflected in the forward-looking statements are reasonable, we cannot guarantee future events, outlook, guidance, results, actions, levels of activity, performance or achievements. Readers are cautioned not to place undue reliance on these forward-looking statements. Unless required by law, the Company undertakes no obligation to publicly update or revise any forward-looking statements to reflect circumstances or events after the date they are made.
The following discussion and analysis should be read in conjunction with our consolidated financial statements and related notes contained elsewhere in this Quarterly Report on Form 10-Q and our Annual Report on Form 10-K filed with the SEC on February 18, 2026.
Overview
Sabre is an AI-native technology leader, backed by one of the world's largest travel data clouds. Sabre aims to transform insights into innovation, empowering airlines, hoteliers, agencies and other partners to retail, distribute and fulfill travel worldwide. With the disposition of our Hospitality Solutions business during 2025, we manage and report our business in one reportable segment that constitutes our consolidated results. In 2026, we have updated the terminology used to describe our revenue to better reflect our evolving brand identity and market positioning. Historically referred to as "Distribution" and "IT Solutions", these revenue streams have been renamed to "Marketplace" and "Airline Technology", respectively. The specific revenue from products, services, and underlying solutions offered within each category remain unchanged.
A significant portion of our revenue is generated through transaction-based fees that we charge to our customers. We generate revenue from our distribution activities through transaction fees for bookings on our Sabre MosaicTM Marketplace ("Marketplace"), as well as product revenue from agency solutions offerings such as payments and media, and from our Sabre MosaicTM Airline Technology ("Airline Technology") through recurring usage-based fees for the use of our SaaS and hosted systems, as well as upfront fees and professional services fees.
Recent Developments Affecting our Results of Operations
Inflation offset program
In 2026, we continued to implement a program that began in the fourth quarter of 2025, designed to offset normal inflationary pressures over the next two to three years, with the goal of keeping technology costs and selling, general and administrative costs relatively flat when compared to 2025. Since we began this program in the fourth quarter of 2025, we have incurred $62 million in costs primarily associated with our workforce. These restructuring costs are comprised of $58 million that has been or will be paid in cash for severance and related benefits costs and $4 million that has been paid related to other restructuring costs. This program will be implemented through 2027 and may result in additional restructuring charges as we continue to evaluate third-party costs including our geographic and real estate footprints. Total costs associated with this program are expected to be approximately $65 million, with the significant majority of disbursements occurring in 2026.
Sale of Hospitality Solutions Business
On April 27, 2025, we entered into a definitive agreement with an affiliate of TPG (the "Buyer") pursuant to which the Buyer agreed to purchase our Hospitality Solutions business, an extensive suite of leading software solutions for hoteliers. On July 3, 2025, we closed the transaction (the "Hospitality Solutions Sale"), resulting in cash proceeds of $969 million, net, which was used primarily to repay our outstanding indebtedness. See "Liquidity and Capital Resources-Capital Resources." Cash proceeds are net of estimated taxes and fees, cash acquired by the Buyer and customary closing adjustments. 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 requirements to be presented as discontinued operations. In addition to the sale agreement described above, 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 Marketplace for bookings which generates revenue for us. See Note 3. Discontinued Operations and Dispositions to our consolidated financial statements for further details. All amounts reference results from continuing operations unless otherwise indicated.
Travel Industry and Liquidity Outlook
The travel ecosystem has shifted over the past few years, resulting in the changing needs of our airline, hotel and agency customers, for which we have established strategic priorities with the goal of achieving sustainable long-term growth. Industry air distribution volume growth has recently come under pressure due to conflict in the Middle East, which may continue into the future and could impact our rate of growth. In the first half of 2026, we have experienced year-on-year bookings growth due to implementation of certain commercial wins from recent years; however, the onset of the conflict in the Middle East and resulting increase in fuel prices created headwinds that impacted air distribution bookings, and those pressures had and may continue to have a negative impact on our bookings. In the near term, we expect these trends to continue into the third quarter of 2026 and anticipate low-to-mid-single-digit air bookings growth for the year.
We believe that we have resources to sufficiently fund our liquidity requirements over at least the next twelve months; however, given the uncertain economic environment and the recent impacts on 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." During recent years, we refinanced portions of our debt which resulted in higher interest rates than prior years, increasing our current and future interest expense.
Factors Affecting our Results
In addition to "-Recent Developments Affecting our Results of Operations" above, a discussion of trends that we believe are the most significant opportunities and challenges currently impacting our business and industry is included in the section entitled "Management's Discussion and Analysis of Financial Condition and Results of Operations-Factors Affecting our Results" in our Annual Report on Form 10-K filed with the SEC on February 18, 2026. 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" and "Forward-Looking Statements" included in this Quarterly Report on Form 10-Q and in our Annual Report on Form 10-K filed with the SEC on February 18, 2026.
Components of Revenues and Expenses
Revenues
We generate revenue through direct billable bookings processed through our Marketplace, adjusted for estimated cancellations of those bookings. Other Marketplace revenue includes product revenue from agency solutions offerings such as payments and media. We also generate revenue from Airline Technology activities from our product offerings including platform product offerings across the full retailing lifecycle from network planning and offer creation to payments, servicing, and disruption recovery. Additionally, we generate 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.
Cost of revenue, excluding technology costs
Cost of revenue, excluding technology costs, consists primarily of incentive consideration expense representing payments or other consideration to travel agencies for reservations made on our Marketplace which accrue on a monthly basis, amortization of upfront incentive consideration representing upfront payments or other consideration provided to travel agencies for reservations made on our Marketplace which are capitalized and amortized over the expected life of the contract. Cost of revenue, excluding technology costs, also includes costs associated with the delivery and distribution of our products and services and includes employee-related costs for our delivery and customer operations as well as allocated overhead such as facilities and other support costs and costs such as stock-based compensation and restructuring charges (in applicable periods). 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 acquired through acquisitions. The technology costs excluded from cost of revenue, excluding technology costs, are presented separately below.
Technology Costs
Technology costs 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 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 June 30, 2026 for trademarks and brand names.
Key Metrics
"Direct billable bookings" and "passengers boarded" are the primary metrics we utilize to measure operating performance. We generate revenue for each direct billable booking, which includes bookings made through our Marketplace (e.g., Air, Lodging, Car, Rail and Tour) 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. We also recognize Airline Technology revenue from recurring usage-based fees for passengers boarded. 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):
| Three Months Ended June 30, | Six Months Ended June 30, | ||||||||||||||||||||||||||||||||||
| 2026 | 2025 | % Change | 2026 | 2025 | % Change | ||||||||||||||||||||||||||||||
| Direct Billable Bookings - Air | 76,077 | 75,534 | 0.7% | 163,050 | 157,972 | 3.2% | |||||||||||||||||||||||||||||
| Direct Billable Bookings - Lodging and Other | 15,541 | 14,764 | 5.3% | 29,830 | 28,682 | 4.0% | |||||||||||||||||||||||||||||
| Total Direct Billable Bookings | 91,618 | 90,298 | 1.5% | 192,880 | 186,654 | 3.3% | |||||||||||||||||||||||||||||
| Passengers Boarded | 174,092 | 171,353 | 1.6% | 344,126 | 337,179 | 2.1% | |||||||||||||||||||||||||||||
Non-GAAP Financial Measures and Related Limitations
We have included both financial measures prepared in accordance with U.S. generally accepted accounting principles ("GAAP") as well as certain supplemental non-GAAP financial measures, including Adjusted Net Loss from continuing operations ("Adjusted Net Loss"), Adjusted EBITDA, Free Cash Flow, and ratios derived from these measures. The non-GAAP financial measures are presented in addition to, and not as a substitute for, financial results prepared in accordance with GAAP. GAAP financial measures are presented with equal or greater prominence wherever non-GAAP financial measures are discussed.
Definitions
Adjusted Net Loss is defined as income (loss) from continuing operations adjusted to exclude acquisition-related amortization; restructuring and other costs; loss on extinguishment of debt; other, net; disposition-related costs; litigation costs, net; indirect tax matters; stock-based compensation; and the related tax impacts of these adjustments.
Adjusted EBITDA is defined as income (loss) from continuing operations adjusted to exclude depreciation and amortization of 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; disposition-related costs; litigation costs, net; indirect tax matters; stock-based compensation; and the provision for income taxes.
Free Cash Flow is defined as cash (used in) provided by operating activities, less cash used for additions to property and equipment.
Adjusted Net Loss from continuing operations per share is defined as Adjusted Net Loss divided by diluted weighted-average common shares outstanding.
Purpose and Use by Management
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 believes are not indicative of ongoing core operations. In addition, amounts derived from Adjusted EBITDA are used in connection with certain financial covenants under our senior secured credit facilities.
These non-GAAP financial measures should not be considered measures of liquidity, nor do they represent cash available for discretionary use. Free Cash Flow does not represent residual cash available for distribution and does not reflect all cash
requirements of the business. 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.
Limitations of Non-GAAP Financial Measures
Adjusted Net Loss, Adjusted EBITDA, Free Cash Flow, and related ratios are not recognized measures under GAAP and have inherent limitations as analytical tools. Accordingly, they should not be considered in isolation or as substitutes for net income (loss), income (loss) from continuing operations, or cash flows from operating activities prepared in accordance with GAAP.
The limitations of these non-GAAP financial measures include, but are not limited to, the following:
•They exclude certain expenses that are recurring in nature, including stock-based compensation and amortization of acquired intangible assets.
•Although depreciation and amortization are non-cash expenses, the assets being depreciated and amortized may require replacement in the future, and Adjusted EBITDA does not reflect the capital expenditures required for these replacements.
•Adjusted EBITDA excludes amortization of capitalized implementation costs related to revenue contracts, which may result in future working capital or cash requirements.
•Adjusted Net Loss and Adjusted EBITDA do not reflect changes in, or cash requirements associated with, working capital.
•Adjusted EBITDA does not reflect interest expense, principal repayments, or other cash requirements necessary to service our indebtedness.
•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.
The following table sets forth the reconciliation of Loss from continuing operations to Adjusted Net Loss from continuing operations and Loss from continuing operations to Adjusted EBITDA (in thousands):
| Three Months Ended June 30, | Six Months Ended June 30, | ||||||||||||||||||||||
| 2026 | 2025 | 2026 | 2025 | ||||||||||||||||||||
| Loss from continuing operations | $ | (36,373) | $ | (201,018) | $ | (26,979) | $ | (204,395) | |||||||||||||||
| Adjustments: | |||||||||||||||||||||||
|
Acquisition-related amortization(1a)
|
7,730 | 7,732 | 15,460 | 15,464 | |||||||||||||||||||
|
Restructuring and other costs(2)
|
2,057 | - | 11,824 | - | |||||||||||||||||||
| Loss on extinguishment of debt | 230 | 85,182 | 2,958 | 85,182 | |||||||||||||||||||
|
Other, net(3)
|
(6,161) | 3,202 | (13,162) | 497 | |||||||||||||||||||
|
Disposition-related costs(4)
|
- | (163) | - | 520 | |||||||||||||||||||
|
Indirect tax matters(5)
|
131 | (8,226) | (3,229) | (7,951) | |||||||||||||||||||
|
Stock-based compensation(6)
|
20,582 | 11,290 | 26,243 | 23,602 | |||||||||||||||||||
|
Stockholder matter costs(7)
|
51 | - | 3,542 | - | |||||||||||||||||||
|
Tax impact of adjustments(8)
|
(55,688) | 94,180 | (59,805) | 82,044 | |||||||||||||||||||
| Adjusted Net Loss from continuing operations | $ | (67,441) | $ | (7,821) | $ | (43,148) | $ | (5,037) | |||||||||||||||
| Adjusted Net Loss from continuing operations per share | $ | (0.17) | $ | (0.02) | $ | (0.11) | $ | (0.01) | |||||||||||||||
| Adjusted diluted weighted-average common shares outstanding | 399,351 | 390,905 | 397,264 | 388,601 | |||||||||||||||||||
| Loss from continuing operations | $ | (36,373) | $ | (201,018) | $ | (26,979) | $ | (204,395) | |||||||||||||||
| Adjustments: | |||||||||||||||||||||||
|
Depreciation and amortization of property and equipment(1b)
|
16,276 | 14,820 | 32,422 | 29,615 | |||||||||||||||||||
|
Amortization of capitalized implementation costs(1c)
|
2,997 | 2,930 | 5,586 | 5,893 | |||||||||||||||||||
|
Acquisition-related amortization(1a)
|
7,730 | 7,732 | 15,460 | 15,464 | |||||||||||||||||||
|
Restructuring and other costs(2)
|
2,057 | - | 11,824 | - | |||||||||||||||||||
| Interest expense, net | 123,768 | 111,244 | 246,731 | 221,034 | |||||||||||||||||||
|
Other, net(3)
|
(6,161) | 3,202 | (13,162) | 497 | |||||||||||||||||||
| Loss on extinguishment of debt | 230 | 85,182 | 2,958 | 85,182 | |||||||||||||||||||
|
Disposition-related costs(4)
|
- | (163) | - | 520 | |||||||||||||||||||
|
Indirect tax matters(5)
|
131 | (8,226) | (3,229) | (7,951) | |||||||||||||||||||
|
Stock-based compensation(6)
|
20,582 | 11,290 | 26,243 | 23,602 | |||||||||||||||||||
|
Stockholder matter costs(7)
|
51 | - | 3,542 | - | |||||||||||||||||||
| Provision for income taxes | 11,696 | 91,262 | 298 | 79,614 | |||||||||||||||||||
| Adjusted EBITDA | $ | 142,984 | $ | 118,255 | $ | 301,694 | $ | 249,075 | |||||||||||||||
The following tables present information from our statements of cash flows and set forth the reconciliation of cash used in operating activities, the most directly comparable GAAP measure, to Free Cash Flow (in thousands):
| Six Months Ended June 30, | |||||||||||
| 2026 | 2025 | ||||||||||
| Cash used in operating activities | $ | (98,011) | $ | (281,841) | |||||||
| Cash used in investing activities | (47,632) | (30,083) | |||||||||
| Cash (used in) provided by financing activities | (68,880) | 34,500 | |||||||||
| Six Months Ended June 30, | |||||||||||
| 2026 | 2025 | ||||||||||
| Cash used in operating activities | $ | (98,011) | $ | (281,841) | |||||||
| Additions to property and equipment | (47,632) | (39,150) | |||||||||
| Free Cash Flow | $ | (145,643) | $ | (320,991) | |||||||
______________________________
(1) 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.
(2) Restructuring and other costs primarily represent charges related to the inflation offset program we began implementing in the fourth quarter of 2025.
(3) Other, net includes $18 million of transition services agreement income, net, in the current year period and a gain on the sale of assets of $5 million recognized in the prior year period. In addition, all periods presented include foreign exchange gains and losses related to the remeasurement of foreign currency denominated balances included in our consolidated balance sheets into the relevant functional currency.
(4) Disposition-related costs represent fees and expenses incurred associated with disposition-related activities.
(5) Indirect tax matters represents charges and adjustments to charges associated with certain digital services taxes ("DST") and other indirect tax matters 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 13. Contingencies, to our consolidated financial statements.
(6) Stock-based compensation represents expense associated with restricted stock units, performance-based restricted stock units, and liability-classified awards related to our 2026 short-term incentive compensation program.
(7) Stockholder matter costs represents external legal and professional advisory fees associated with a strategic governance agreement. These costs are considered non-recurring and are not representative of our core ongoing operating performance.
(8) The tax impact of adjustments includes the tax effect of each separate adjustment based on the statutory tax rate for the jurisdiction(s) in which the adjustment was taxable or deductible, and the tax effect of items that relate to tax specific financial transactions, tax law changes, uncertain tax positions, valuation allowances and other items.
Results of Operations
The following table sets forth our consolidated statements of operations data for each of the periods presented:
| Three Months Ended June 30, | Six Months Ended June 30, | ||||||||||||||||||||||
| 2026 | 2025 | 2026 | 2025 | ||||||||||||||||||||
| (Amounts in thousands) | (Amounts in thousands) | ||||||||||||||||||||||
| Revenue | $ | 711,961 | $ | 687,149 | $ | 1,472,287 | $ | 1,389,275 | |||||||||||||||
| Cost of revenue, excluding technology costs | 310,462 | 296,354 | 645,445 | 601,825 | |||||||||||||||||||
| Technology costs | 171,059 | 172,494 | 346,480 | 347,801 | |||||||||||||||||||
| Selling, general and administrative | 137,657 | 129,167 | 271,662 | 259,120 | |||||||||||||||||||
| Operating income | 92,783 | 89,134 | 208,700 | 180,529 | |||||||||||||||||||
| Interest expense, net | (123,768) | (111,244) | (246,731) | (221,034) | |||||||||||||||||||
| Loss on extinguishment of debt | (230) | (85,182) | (2,958) | (85,182) | |||||||||||||||||||
| Equity method income | 377 | 738 | 1,146 | 1,403 | |||||||||||||||||||
| Other, net | 6,161 | (3,202) | 13,162 | (497) | |||||||||||||||||||
| Loss from continuing operations before income taxes | (24,677) | (109,756) | (26,681) | (124,781) | |||||||||||||||||||
| Provision for income taxes | 11,696 | 91,262 | 298 | 79,614 | |||||||||||||||||||
| Income (loss) from continuing operations | $ | (36,373) | $ | (201,018) | $ | (26,979) | $ | (204,395) | |||||||||||||||
Three Months Ended June 30, 2026 and 2025
Revenue
| Three Months Ended June 30, | |||||||||||||||||||||||
| 2026 | 2025 | Change | |||||||||||||||||||||
| (Amounts in thousands) | |||||||||||||||||||||||
| Revenue | $ | 711,961 | $ | 687,149 | $ | 24,812 | 4 | % | |||||||||||||||
Revenue increased $25 million, or 4%, for the three months ended June 30, 2026 compared to the same period in the prior year, primarily due to:
•a $31 million, or 6%, increase in Marketplace revenue driven by a $25 million increase in transaction-based revenue primarily due to a 1% increase in direct billable bookings to 92 million and favorable rate impacts and a $6 million increase in product-based revenue; partially offset by
•a $6 million or 4%, decrease in Airline Technology revenue driven by a $4 million decrease in license fee revenue and a $3 million decrease in other revenue, partially offset by a $1 million increase in volume growth.
Cost of revenue, excluding technology costs
| Three Months Ended June 30, | |||||||||||||||||||||||
| 2026 | 2025 | Change | |||||||||||||||||||||
| (Amounts in thousands) | |||||||||||||||||||||||
| Cost of revenue, excluding technology costs | $ | 310,462 | $ | 296,354 | $ | 14,108 | 5 | % | |||||||||||||||
Cost of revenue, excluding technology costs, increased $14 million, or 5%, for the three months ended June 30, 2026 compared to the same period in the prior year primarily due to a $15 million increase in incentive consideration due to an increase in rates, transaction mix, and volumes.
Technology Costs
| Three Months Ended June 30, | |||||||||||||||||||||||
| 2026 | 2025 | Change | |||||||||||||||||||||
| (Amounts in thousands) | |||||||||||||||||||||||
| Technology costs | $ | 171,059 | $ | 172,494 | $ | (1,435) | (1) | % | |||||||||||||||
Technology costs decreased by $1 million or 1%, for the three months ended June 30, 2026 compared to the same period in the prior year driven by a $9 million decrease in labor and professional services due to the inflation offset program, partially offset by a $5 million increase in technology costs due to an increase in transaction volumes and a $2 million increase in depreciation and amortization.
Selling, General and Administrative Expenses
| Three Months Ended June 30, | |||||||||||||||||||||||
| 2026 | 2025 | Change | |||||||||||||||||||||
| (Amounts in thousands) | |||||||||||||||||||||||
| Selling, general and administrative | $ | 137,657 | $ | 129,167 | $ | 8,490 | 7 | % | |||||||||||||||
Selling, general and administrative expenses increased $8 million, or 7%, for the three months ended June 30, 2026 compared to the same period in the prior year due to an $11 million increase primarily driven by a reduction in tax litigation reserves in the prior year as a result of final settlement and a $5 million increase in employee bonus and stock compensation expense primarily due to a reduction in variable based compensation in the prior year. These increases were partially offset by an $8 million decrease in labor and professional services due to the inflation offset program.
Interest expense, net
| Three Months Ended June 30, | |||||||||||||||||||||||
| 2026 | 2025 | Change | |||||||||||||||||||||
| (Amounts in thousands) | |||||||||||||||||||||||
| Interest expense, net | $ | 123,768 | $ | 111,244 | $ | 12,524 | 11 | % | |||||||||||||||
Interest expense increased $13 million, or 11%, during the three months ended June 30, 2026 compared to the same period in the prior year primarily due to additional interest incurred since the prior year period in connection with the financing activities that occurred during 2025. See Note 8. Debt for further details. Interest expense, net from continuing operations excludes interest expense associated with the debt that was required to be repaid with the proceeds from the Hospitality Solutions Sale, in the prior year period.
Loss on Extinguishment of Debt
We recognized a loss on extinguishment of debt of $85 million during the three months ended June 30, 2025, as a result of the refinancing activity that occurred in the second quarter of 2025. See Note 8. Debt for further details.
Other, net
| Three Months Ended June 30, | |||||||||||||||||||||||
| 2026 | 2025 | Change | |||||||||||||||||||||
| (Amounts in thousands) | |||||||||||||||||||||||
| Other, net | $ | (6,161) | $ | 3,202 | $ | (9,363) | (292) | % | |||||||||||||||
Other, net decreased $9 million for the three months ended June 30, 2026 compared to the same period in the prior year primarily due to $8 million of transition services agreement income, net, associated with the Hospitality Solutions Sale and a $1 million decrease due to realized and unrealized foreign currency exchange losses in the current period.
Provision for Income Taxes
| Three Months Ended June 30, | |||||||||||||||||||||||
| 2026 | 2025 | Change | |||||||||||||||||||||
| (Amounts in thousands) | |||||||||||||||||||||||
| Provision for income taxes | $ | 11,696 | $ | 91,262 | $ | (79,566) | (87) | % | |||||||||||||||
For the three months ended June 30, 2026, we recognized $12 million of income tax expense for continuing operations, compared to an income tax expense of $91 million for the three months ended June 30, 2025. The effective tax rate for the three months ended June 30, 2026 represents the rate expected for the year applied to year to date earnings before tax and the impact of certain discrete items in the quarter. The effective tax rate is primarily impacted by changes in the valuation allowance, tax permanent differences and tax credits plus the impact of the discrete recognition of withholding tax receivables and related interest.
Six Months Ended June 30, 2026 and 2025
Revenue
| Six Months Ended June 30, | |||||||||||||||||||||||
| 2026 | 2025 | Change | |||||||||||||||||||||
| (Amounts in thousands) | |||||||||||||||||||||||
| Revenue | $ | 1,472,287 | $ | 1,389,275 | $ | 83,012 | 6 | % | |||||||||||||||
Revenue increased $83 million, or 6%, for the six months ended June 30, 2026 compared to the same period in the prior year, primarily due to:
•an $80 million, or 7%, increase in Marketplace revenue driven by a $68 million increase in transaction-based revenue due to a 3% increase in direct billable bookings to 193 million and favorable rate impacts, and a $12 million increase in product-based revenue; and
•a $3 million, or 1%, increase in Airline Technology revenue driven by a $3 million increase in volume growth.
Cost of revenue, excluding technology costs
| Six Months Ended June 30, | |||||||||||||||||||||||
| 2026 | 2025 | Change | |||||||||||||||||||||
| (Amounts in thousands) | |||||||||||||||||||||||
| Cost of revenue, excluding technology costs | $ | 645,445 | $ | 601,825 | $ | 43,620 | 7 | % | |||||||||||||||
Cost of revenue, excluding technology costs, increased $44 million, or 7%, for the six months ended June 30, 2026 compared to the same period in the prior year, primarily due to a $42 million increase in incentive consideration due to an increase in rates, transaction mix and volume, and a $2 million increase in labor and professional services partially due to a restructuring charge associated with the inflation offset program in the current period.
Technology Costs
| Six Months Ended June 30, | |||||||||||||||||||||||
| 2026 | 2025 | Change | |||||||||||||||||||||
| (Amounts in thousands) | |||||||||||||||||||||||
| Technology costs | $ | 346,480 | $ | 347,801 | $ | (1,321) | - | % | |||||||||||||||
Technology costs decreased $1 million for the six months ended June 30, 2026 compared to the same period in the prior year driven by a $6 million decrease in labor and professional services due to the inflation offset program and a $5 million decrease in labor and professional services due to a reduction in employee bonus and stock compensation expense, partially offset by a $7 million increase in technology costs due to an increase in transaction volumes and a $3 million increase in depreciation and amortization.
Selling, General and Administrative Expenses
| Six Months Ended June 30, | |||||||||||||||||||||||
| 2026 | 2025 | Change | |||||||||||||||||||||
| (Amounts in thousands) | |||||||||||||||||||||||
| Selling, general and administrative | $ | 271,662 | $ | 259,120 | $ | 12,542 | 5 | % | |||||||||||||||
Selling, general and administrative expenses increased $13 million, or 5%, for the six months ended June 30, 2026 compared to the same period in the prior year due to an $11 million increase primarily driven by a reduction in tax litigation reserves in the prior year as a result of final settlement, a $7 million increase primarily due to a sales tax refund in the prior year related to prior tax periods, a $4 million increase in the provision for credit losses and a $4 million increase due to professional services costs associated with stockholder matters. These increases were partially offset by a $9 million decrease in indirect taxes, primarily due to the reversal of a DST accrual and a $4 million decrease in labor and professional services due to a reduction in employee bonus and stock compensation expense, primarily related to forfeitures as a result of the inflation offset program.
Interest expense, net
| Six Months Ended June 30, | |||||||||||||||||||||||
| 2026 | 2025 | Change | |||||||||||||||||||||
| (Amounts in thousands) | |||||||||||||||||||||||
| Interest expense, net | $ | 246,731 | $ | 221,034 | $ | 25,697 | 12 | % | |||||||||||||||
Interest expense increased $26 million, or 12% during the six months ended June 30, 2026 compared to the same period in the prior year primarily due to primarily due to additional interest incurred since the prior year period in connection with the financing activities that occurred during 2025. See Note 8. Debt for further details. Interest expense, net from continuing operations excludes interest expense associated with the debt that was required to be repaid with the proceeds from the Hospitality Solutions Sale, in the prior year period.
Loss on extinguishment of debt
We recognized a loss on extinguishment of debt of $3 million during the six months ended June 30, 2026 primarily due to the early redemption of our 8.625% senior secured notes due 2027, in the first quarter of 2026. We recognized a loss on extinguishment of debt of $85 million during the six months ended June 30, 2025, as a result of the refinancing activity that occurred in the second quarter of 2025. See Note 8. Debt for further details.
Other, net
| Six Months Ended June 30, | |||||||||||||||||||||||
| 2026 | 2025 | Change | |||||||||||||||||||||
| (Amounts in thousands) | |||||||||||||||||||||||
| Other, net | $ | (13,162) | $ | 497 | $ | (13,659) | (2,748) | % | |||||||||||||||
Other, net decreased $14 million for the six months ended June 30, 2026 compared to the same period in the prior year primarily due to $18 million of transition services agreement income, net, associated with the Hospitality Solutions disposition and a $1 million decrease due to realized and unrealized foreign currency exchange losses in the current period, partially offset by a gain on the sale of assets of $5 million recognized in the prior year period.
Provision for Income Taxes
| Six Months Ended June 30, | |||||||||||||||||||||||
| 2026 | 2025 | Change | |||||||||||||||||||||
| (Amounts in thousands) | |||||||||||||||||||||||
| Provision for income taxes | $ | 298 | $ | 79,614 | $ | (79,316) | (100) | % | |||||||||||||||
For the six months ended June 30, 2026, we recognized an immaterial amount of income tax expense for continuing operations, compared to an income tax expense of $80 million for the six months ended June 30, 2025. The effective tax rate decreased for the six months ended June 30, 2026 as compared to the same period in 2025 primarily due to an increase in U.S. permanent adjustments recorded in the current period, offset by various discrete items recorded in each of the respective six month periods. The difference between our effective tax rates and the U.S. federal statutory income tax rate primarily results from valuation allowances, our geographic mix of taxable income in various tax jurisdictions, tax permanent differences and tax credits.
Liquidity and Capital Resources
Our current principal source of liquidity is our cash and cash equivalents on hand. As of June 30, 2026 and December 31, 2025, our cash and cash equivalents and outstanding letters of credit were as follows (in thousands):
| June 30, 2026 | December 31, 2025 | ||||||||||
| Cash and cash equivalents | $ | 675,977 | $ | 791,555 | |||||||
|
Outstanding balance under the AR Facility(1)
|
79,800 | 82,200 | |||||||||
|
Available undrawn balance under the AR Facility(1)
|
- | - | |||||||||
| Outstanding letters of credit under the bilateral letter of credit facility | 10,696 | 10,963 | |||||||||
| Available under the bilateral letter of credit facility | 9,304 | 9,037 | |||||||||
______________________
(1)AR Facility (as defined below) does not include the "first-in, last-out" term loan tranche (the "FILO Facility") under the accounts receivable securitization facility (the "Securitization Facility").
As of June 30, 2026, we had $80 million outstanding under the revolving tranche under the Securitization Facility (the "AR Facility"). The AR Facility matures on March 29, 2027 and allows us the ability to prepay the principal amount prior to the maturity date without penalty. See Note 8. Debt.
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 June 30, 2026 and December 31, 2025. We had $21 million held as cash collateral for standby letters of credit in restricted cash on our consolidated balance sheets as of June 30, 2026 and December 31, 2025 and $98 million in restricted cash for purposes of redeeming the 8.625% senior secured notes due 2027, in the first quarter of 2026, on our consolidated balance sheet as of December 31, 2025.
Liquidity Outlook
The travel ecosystem has shifted over the past few years, resulting in the changing needs of our airline, hotel and agency customers, for which we have established strategic priorities with the goal of achieving sustainable long-term growth. Industry air distribution volume growth has come under pressure due to conflict in the Middle East, which may continue into the future and could impact our rate of growth. In the first half of 2026, we have experienced year-on-year bookings growth due to implementation of certain commercial wins from recent years; however, the onset of the conflict in the Middle East and resulting increase in fuel prices created headwinds that impacted air distribution bookings, and those pressures had and may continue to have a negative impact on our bookings. In the near term, we expect these trends to continue into the third quarter of 2026 and anticipate low-to-mid-single-digit air bookings growth for the year. 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.
In 2024 and 2025, we refinanced and extended the maturity on portions of our debt, which increased our interest rates at the time of these transactions and reduced our liquidity due to our utilizing cash from our balance sheet. In addition, during this period, we repaid debt using cash from our balance sheet of $96 million. Further, we used proceeds of $822 million from the sale of Hospitality Solutions to pay down debt and added approximately $135 million of cash to the balance sheet, in accordance with the terms of the Amended and Restated Credit Agreement, dated as of February 19, 2013 (the "Amended and Restated Credit
Agreement"). We believe our cash position and the liquidity measures we have taken will provide additional flexibility as we manage through continued headwinds. The 2026 Exchangeable Notes of $50 million mature in August 2026 and the Securitization Facility of $200 million matures in March 2027. No further maturities occur until 2029.
In 2026, we continued to implement a program that began in the fourth quarter of 2025, designed to offset normal inflationary pressures over the next two to three years, with the goal of keeping technology costs and selling, general and administrative costs relatively flat when compared to 2025. Costs associated with this program are expected to be approximately $65 million, with the significant majority of disbursements occurring in 2026. We are currently evaluating measures to enhance our financial position, which may include implementing additional refinancings, profit improvement initiatives, and other operational efficiencies; these actions may result in the incurrence of initial upfront costs.
We 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 $25 million and free cash flow is expected to be approximately negative $65 million, driven primarily by the impact of restructuring costs associated with the inflation offset program.
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.
On July 4, 2025, tax legislation commonly referred to as the One Big Beautiful Bill Act ("OBBBA") was enacted in the U.S. OBBBA includes significant provisions, such as the permanent extension of certain expiring provisions of the Tax Cuts and Jobs Act, modifications to the international tax framework, and the restoration of favorable tax treatment for certain business provisions. The legislation has multiple effective dates, with certain provisions effective in 2025 and others implemented through 2027. We have accounted for the effects of the OBBBA in our consolidated financial statements, and certain provisions of OBBBA, such as the reinstatement of bonus depreciation, full expensing of R&D expenses, and increases in the limitation of interest deductibility, have provided a U.S. federal cash tax benefit for 2025. Countries primarily in Europe continue to propose DSTs in addition to countries that have already enacted DSTs. DSTs are assessed 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. Canada repealed their DST on March 26, 2026, and we reversed our accrual for these taxes. As DSTs are proposed, enacted or changed in jurisdictions around the world, we monitor such legislation and determine its applicability to our operations in these jurisdictions. We record DST in selling, general and administrative costs in the consolidated statements of operations.
Capital Resources
As of June 30, 2026, our outstanding debt totaled $4.3 billion, which is net of debt issuance costs and unamortized discounts of $168 million. During 2024 and 2025, we refinanced portions of our debt which resulted in interest rates higher than prior years, increasing current and future interest expense. Through June 4, 2025, the 2023 term loan credit agreement governing the senior secured term loan due 2028 (the "2028 Term Loan") provided the ability for interest to be payable-in-kind, such that amounts due 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. On June 4, 2025, we repaid all outstanding borrowings under the 2028 Term Loan. Currently interest rates on the majority of our debt, net of cash and hedging impacts from interest rate swaps, is fixed, such that we are not significantly impacted by changes in interest rates.
From time to time, we review and consider opportunities to refinance or repurchase our existing debt, as well as conduct debt or equity offerings to support future strategic investments, support operational requirements, provide additional liquidity, or pay down debt. Global capital markets experienced sustained volatility throughout 2025 and have remained uncertain in 2026 primarily due to the expansion of regional conflicts in the Middle East into broader maritime and energy supply chain disruptions, ongoing trade frictions and tariff related disruptions, and continued ambiguity regarding inflation trends and the future path of U.S. monetary policy. Subject to these market conditions, we may opportunistically refinance portions of our debt in the near term 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.
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, 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."
Under the Amended and Restated Credit Agreement, the loan parties are subject to certain customary non-financial covenants, including restrictions on incurring certain types of indebtedness, creation of liens on certain assets, making of certain investments, and payment of dividends. The Securitization Facility also contains certain customary representations, warranties, affirmative covenants, and negative covenants, subject to certain cure periods in some cases, including the eligibility of the receivables being sold and securing the loans made by the lenders, as well as customary reserve requirements, events of default, termination events, and servicer defaults. The June 2029 Notes (as defined below) also include various non-financial covenants, including restrictions on making certain investments, disposition activities and affiliate transactions. In addition, the June 2029 Notes contain customary prepayment events and financial and negative covenants and other representations, covenants and events of default based on, but in certain instances more restrictive than, the Amended and Restated Credit Agreement. As of June 30, 2026, we were in compliance with all covenants under the terms of the Amended and Restated Credit Agreement, the Securitization Facility, the June 2029 Notes and the 2025 Pari Passu Loan Agreement (as defined below).
We are required to pay down our term loans by an amount equal to 50% of annual excess cash flow, as defined in the Amended and Restated Credit Agreement. This percentage requirement may decrease or be eliminated if certain leverage ratios are achieved. Based on our results for the year ended December 31, 2024, we were not required to make an excess cash flow payment in 2025, and no excess cash flow payment is required in 2026 with respect to our results for the year ended December 31, 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.
Recent Events Impacting Our Liquidity and Capital Resources
Debt paydown related to the sale of Hospitality Solutions business
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
In December 2025, we agreed to exchange $347 million of the existing senior secured term loans for $375 million of new senior secured term loans maturing on July 30, 2029 (the "2025 Term Loans"). This agreement included 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), 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. The 2025 Term Loans bear interest at term SOFR, plus an applicable margin of 625 basis points. We determined this transaction represents a debt modification and therefore expensed all $5 million of third-party costs to other, net in our consolidated statement of operations for the year ended December 31, 2025 and included them in cash flow from operations as paid as of December 31, 2025.
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.
Senior Secured Notes
On June 4, 2025, we issued $1.325 billion aggregate principal amount of 11.125% Senior Secured Notes due 2030 (the "July 2030 Notes"). The net proceeds from the issuance were used (i) to fully prepay $900 million of our then-outstanding principal under the 2023 intercompany secured term loan agreement (the "2023 Pari Passu Loan Agreement") with Sabre Financial Borrower, LLC ("Sabre FB"), our indirect, consolidated subsidiary, which applied such amounts toward full prepayment of Sabre FB's then-outstanding 2028 Term Loan; and (ii) to repurchase $325 million in principal amount of our then-outstanding 8.625% senior secured notes due 2027 (the "June 2027 Notes") (the "June 2025 Refinancing"). The July 2030 Notes bear interest at a rate of 11.125% per year, and mature on July 15, 2030. As a result of the refinancing, Sabre GLBL incurred additional indebtedness of $100 million. In connection with the June 2025 Refinancing, we repaid an aggregate of $1.225 billion in outstanding principal, $44 million in related fees, $34 million in accrued and unpaid interest, and $27 million in third-party fees. We concluded that the June 2025 Refinancing represented a debt extinguishment and therefore recognized a loss on extinguishment of debt during the year ended December 31, 2025 of approximately $85 million. Cash proceeds from the new issuance, payments for the debt principal prepayment (excluding previously capitalized interest amounts) as well as third-party costs and fees paid to lenders that were directly related to the debt extinguishment were reflected as financing cash flows within our consolidated statements of cash flows as of December 31, 2025. Payments associated with interest previously capitalized are reflected as operating cash flows within our consolidated statement of cash flows as of December 31, 2025.
On December 5, 2025, Sabre FB entered into a series of transactions governing Sabre FB's newly issued 11.125% senior secured notes due 2029 (the "June 2029 Notes") and an intercompany loan agreement (the "2025 Pari Passu Loan Agreement"). The June 2029 Notes were issued in an aggregate principal amount of $1 billion, pay interest at a rate of 11.125% per year, and will mature on June 15, 2029. The proceeds of $1 billion received from the sale of the June 2029 Notes were used to repay $627 million of our outstanding term loans and $287 million of our existing senior secured notes (inclusive of $93 million that were redeemed in the first quarter of 2026). The remaining proceeds were partially used to pay $19 million in debt issuance costs.
On December 8, 2025, we exchanged approximately $379 million in principal of the 10.750% senior secured notes due November 2029 (the "November 2029 Notes"), $240 million in principal amount of the June 2027 Notes and $44 million in principal amount of our 11.250% senior secured notes due December 2027 (the "December 2027 Notes") for approximately $470 million of new 10.750% senior secured notes due March 2030 (the "March 2030 Notes") and $237 million in cash, inclusive of early exchange consideration, which was recorded as a discount. The March 2030 Notes bear interest at a rate of 10.750% and mature on March 15, 2030. We determined this 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 statement of operations for the year ended December 31, 2025 and included them in cash flow from operations as paid as of December 31, 2025.
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 and deposited funds in trust solely for the benefit of holders of the June 2027 Notes of $98 million which is presented in Restricted cash on our consolidated balance sheet as of December 31, 2025 and is made up of the following: $92 million principal amount due, $2 million call premium and $4 million of accrued interest through February 28, 2026. On March 1, 2026, we completed the redemption of the June 2027 Notes at the redemption price described above. The debt was repaid by the trustee at the early call price on March 2, 2026 under the terms of the notes.
On January 22, 2026, we repaid the outstanding balance of our December 2027 Notes of $2 million in full, inclusive of redemption premiums and accrued and unpaid interest.
Exchangeable Notes
As of June 30, 2026, we had $50 million aggregate principal amount of our 7.32% senior exchangeable notes due 2026 (the "2026 Exchangeable Notes") outstanding. The 2026 Exchangeable Notes matured on August 1, 2026, and were settled with cash.
On May 18, 2026, Sabre GLBL issued $150 million aggregate principal amount of newly-issued 7.00% senior exchangeable notes due 2031 (the "2031 Exchangeable Notes" and together with the 2025 Exchangeable Notes and 2026 Exchangeable Notes, the "Exchangeable Notes"). Concurrently with the issuance of the 2031 Exchangeable Notes, we used a portion of the net proceeds to fund the repurchase of $100 million in aggregate principal amount of the outstanding 2026 Exchangeable Notes at par plus accrued and unpaid interest (the "May 2026 Exchangeable Notes Transaction"). In connection with this transaction, we paid approximately $5 million in third-party fees plus $2 million of accrued and unpaid interest. We determined that the May 2026 Exchangeable Notes Transaction represents a debt extinguishment and therefore recognized an immaterial loss on extinguishment of debt during the six months ended June 30, 2026. We intend to use the net proceeds of $50 million to repay, repurchase or otherwise retire from time to time the remaining $50 million of 2026 Exchangeable Notes outstanding. Ultimately, the May 2026 Exchangeable Notes Transaction will not result in any incremental indebtedness being incurred.
Securitization Facility
On August 4, 2026, Sabre Securitization, LLC, our indirect, consolidated subsidiary and a special purpose entity, entered into an amendment of the Securitization Facility that is expected to become effective on September 30, 2026, subject to certain conditions precedent. Upon effectiveness, the amendment will extend the maturity of the Securitization Facility to September 28, 2029, subject to certain springing maturity conditions. In addition, upon effectiveness the amendment will increase the overall size of the existing AR Facility from $115 million to $130 million, while the size of the FILO Facility would remain $120 million, resulting in an increase of the overall size of the Securitization Facility to $250 million. Upon effectiveness, borrowings under the AR Facility will have an interest rate of SOFR plus an applicable margin of 275 basis points, and borrowings under the FILO Facility will have an interest rate of SOFR plus an applicable margin of 625 basis points.
Cash Flows
| Six Months Ended June 30, | |||||||||||
| 2026 | 2025 | ||||||||||
| (Amounts in thousands) | |||||||||||
| Cash used in operating activities | $ | (98,011) | $ | (281,841) | |||||||
| Cash used in investing activities | (47,632) | (30,083) | |||||||||
| Cash (used in) provided by financing activities | (68,880) | 34,500 | |||||||||
| Cash provided by (used in) discontinued operations | 3,568 | (24,404) | |||||||||
| Effect of exchange rate changes on cash, cash equivalents and restricted cash | (2,154) | 3,453 | |||||||||
| Decrease in cash, cash equivalents and restricted cash | $ | (213,109) | $ | (298,375) | |||||||
Operating Activities
Cash used in operating activities totaled $98 million for the six months ended June 30, 2026. The $184 million increase in operating cash flow from the same period in the prior year was primarily due to payments in the prior year of previously paid-in-kind interest and accrued interest of $227 million in connection with refinancing our Senior Secured Term Loan Due 2028, a $23 million decrease in variable-based compensation payments, and an increase in revenue primarily from an increase in transaction volume, partially offset by a $78 million increase in interest payments in connection with our debt, $36 million of severance payments made in connection with the inflation offset program, $8 million in payments primarily associated with employee retention plans and a contribution of $4 million to our defined benefit pension plan.
Investing Activities
For the six months ended June 30, 2026, we used $48 million of cash for capital expenditures primarily related to software developed for internal use.
For the six months ended June 30, 2025, we used $39 million of cash for capital expenditures primarily related to software developed for internal use, partially offset by the proceeds received from the sale of assets of $9 million.
Financing Activities
For the six months ended June 30, 2026, financing activities used $69 million. Significant highlights of our financing activities include:
•payments of $100 million on our 2025 Exchangeable Notes; $92 million on our June 2027 Notes, $2 million on our December 2027 Notes, and $2 million on our 2024 Term Loan B-2, 2025 Term Loan B-1, and 2025 Term Loan B-2;
•proceeds of $150 million from the issuance of the 2031 Exchangeable Notes;
•net payments paid on behalf of Hospitality Solutions under the transition services agreement of $10 million;
•payment of $8 million for debt discount and issuance costs;
•net payments of $5 million from the settlement of employee stock awards.
•net payments of $2 million on borrowings on our AR Facility; and
•proceeds of $2 million for final cash settlement as a result of the sale of assets.
For the six months ended June 30, 2025, financing activities provided $35 million. Significant highlights of our financing activities include:
•proceeds of $1.325 billion from the issuance of the July 2030 Notes;
•payments of $700 million on our then-outstanding Senior Secured Term Loan Due 2028, $325 million on our then-outstanding June 2027 Notes, $183 million on our then-outstanding 2025 Exchangeable Notes, $10 million on our then-outstanding April 2025 Notes, and $6 million on our then-outstanding 2021 Term Loan B-1, 2024 Term Loan B-1 and 2024 Term Loan B-2;
•payment of $71 million for debt discount and issuance costs;
•net proceeds of $15 million on borrowings on our AR Facility; and
•net payments of $10 million from the settlement of employee stock awards.
Discontinued Hospitality Solutions Business
Cash provided by discontinued operations totaled $4 million for the six months ended June 30, 2026. The $28 million increase in cash flow from the same period in the prior year was primarily due to the payment of approximately $39 million of interest in the prior year period.
Contractual Obligations
There were no material changes to our future minimum contractual obligations since December 31, 2025, as previously disclosed in our Annual Report on Form 10-K filed with the SEC on February 18, 2026.
We had no off balance sheet arrangements during the six months ended June 30, 2026 and year ended December 31, 2025.
Recent Accounting Pronouncements
Information related to Recent Accounting Pronouncements is included in Note 1. General Information, to our consolidated financial statements included in Part I, Item 1 in this Quarterly Report on Form 10-Q, 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.
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. For 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, see "Management's Discussion and Analysis of Financial Condition and Results of Operations-Critical Accounting Estimates" included in our Annual Report on Form 10-K filed with the SEC on February 18, 2026. Since the date of the annual report on Form 10-K filed with the SEC on February 18, 2026, there have been no material changes to our critical accounting estimates.
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