Sabre Corp 8-K, filed Nov 5, 2026
Sabre Corp (SABR)
8-K
2026-11-05
For: 2026-11-05
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Added on
November 05, 2026
About this 8-K
Sabre Corp filed this 8-K on November 5, 2026.
Sabre reported third-quarter revenue of $738 million and Normalized Adjusted EBITDA of $170 million, raised full-year 2026 guidance to ~$610M for Pro Forma Adjusted EBITDA and ~$(50M) for Free Cash Flow, and completed debt refinancing. AI summary
Items reported
- Item 2.02: Financial results
- Item 9.01: Financial statements and exhibits
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
_____________________
FORM 8-K
_____________________
CURRENT REPORT
Pursuant to Section 13 or 15(d)
of the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): November 5, 2026
_____________________
(Exact name of registrant as specified in its charter)
_____________________
| (State or other jurisdiction of incorporation or organization) | (Commission File Number) | (IRS Employer Identification No.) | ||||||||||||
| (Address of principal executive offices) | (Zip Code) | ||||||||||
(682 ) 605-1000
(Registrant’s telephone number, including area code)
____________________
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
Securities registered pursuant to Section 12(b) of the Act:
| Title of each class | Trading Symbol | Name of each exchange on which registered | ||||||
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2
of this chapter).
Emerging growth company | ||||||||
| If 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. | ☐ | |||||||
| Item 2.02 | Results of Operations and Financial Condition. | ||||
On November 5, 2026, Sabre Corporation (“Sabre”) issued a press release and will hold a conference call regarding its financial results for the quarter ended September 30, 2026. A copy of the press release is attached as Exhibit 99.1.
The information in this Item 2.02 of Form 8-K and the attached exhibit shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), nor shall it be deemed incorporated by reference in any filing under the Securities Act of 1933, as amended, or the Exchange Act, except as shall be expressly set forth by specific reference in such filing.
Sabre makes reference to non-GAAP financial measures in the press release. A reconciliation of these non-GAAP financial measures to the comparable GAAP financial measures is contained in the attached press release.
| Item 9.01. | Financial Statements and Exhibits. | ||||
(d) Exhibits
| Exhibit Number | Description | ||||||||||
| 99.1 | |||||||||||
| 104 | Cover Page Interactive Data File - formatted as Inline XBRL. | ||||||||||
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
| Sabre Corporation | |||||||||||
| Dated: | November 5, 2026 | By: | /s/ Michael Randolfi | ||||||||
| Name: | Michael Randolfi | ||||||||||
| Title: | Executive Vice President and Chief Financial Officer | ||||||||||
Sabre reports third quarter 2026 results
Raises full year 2026 Pro Forma Adjusted EBITDA and
Free Cash Flow guidance
Business Highlights:
•Delivered third quarter revenue growth of 3% in line with guidance, and exceeded third quarter Pro Forma Adjusted EBITDA guidance, reflecting continued execution of growth strategies and effective cost management
•Reaffirmed 2026 full-year guidance for low-to-mid-single-digit growth in both revenue and air marketplace bookings
•Increased full-year 2026 Pro Forma Adjusted EBITDA and Free Cash Flow guidance for the second consecutive quarter
•Completed successful debt refinancing, at a lower interest rate, extending certain maturities to 2032, with no large maturities until the third quarter of 2029
•Generated 14% hotel-related revenue growth in the third quarter of 2026, reflecting continued momentum in Sabre's lodging and media business
•Secured Kenya Airways as a new Airline Technology customer, who selected Sabre to modernize its core reservations and retailing platform and advanced offer-and-order based retailing
Third Quarter 2026 Financial Results:
•Third quarter revenue of $738 million, up 3% from Q3'25
•Operating income of $109 million, up 17% from Q3'25
•Net loss attributable to common stockholders of $25 million
•Adjusted EBITDA(1) of $164 million, up 16% from Q3'25
•Normalized Adjusted EBITDA(1) of $170 million, up 13% from Q3'25; fifth consecutive quarter of double-digit Normalized Adjusted EBITDA growth
•Ended quarter with cash balance of $688 million, $78 million of which is restricted for debt payments in Q4'26, associated with our third quarter refinancings
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SOUTHLAKE, Texas – November 5, 2026 – Sabre Corporation ("Sabre" or the "Company") (NASDAQ: SABR) today announced financial results for the quarter ended September 30, 2026.
“Sabre delivered strong third-quarter results, reflecting continued execution of our strategy and growing momentum across our business. We achieved our fifth consecutive quarter of double-digit year-on-year growth in Normalized Adjusted EBITDA and, for the second consecutive quarter, we are raising our full-year 2026 guidance for Pro Forma Adjusted EBITDA and Free Cash Flow,” said Kurt Ekert, president and CEO.
Ekert continued, “We are seeing expanded profitability as we drive consistent revenue growth, coupled with disciplined cost management. Looking ahead, we are confident in our ability to achieve our increased full-year 2026 guidance and expect to generate positive free cash flow in 2027, providing greater financial flexibility to capitalize on the opportunities ahead and drive long-term shareholder value.”
Q3 2026 Financial Summary
Third quarter revenue totaled $738 million, compared to $715 million in the third quarter of 2025.
•Marketplace revenue increased by $19 million, or 3%, to $594 million, driven by a $14 million increase in transaction-based revenue primarily due to favorable rate impacts and a $5 million increase in product-based revenue.
◦Total Marketplace bookings, net of cancellations, were 95 million, roughly flat compared to the third quarter of 2025.
◦Average booking fee totaled $6.24, an increase of approximately 3% from third quarter 2025.
•Airline Technology revenue increased by $5 million, or 3%, to $144 million, driven primarily by a $2 million increase attributable to volume growth and a $3 million increase in other revenue.
Operating income totaled $109 million versus $94 million in the third quarter of 2025. The increase in operating income was driven by the increase in revenue described above and a decrease in indirect taxes, partially offset by an increase in incentives, increased technology costs associated with higher transaction volumes, and higher labor and professional services costs driven by a reduction in variable based compensation in the prior year.
Loss from continuing operations totaled $26 million, versus income of $48 million in the third quarter of 2025. Loss from continuing operations in the third quarter of 2026 is attributed to a
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decrease in the benefit for income taxes, an increase in other, net and an increase in interest expense, net, partially offset by the increase in operating income described above.
Loss attributable to common stockholders totaled $25 million, versus income of $849 million in the third quarter of 2025. The increase in loss attributable to common stockholders in the third quarter of 2026 was primarily driven by a decrease in income from discontinued operations, net of tax, related to the sale of Hospitality Solutions in the prior year and the loss from continuing operations described above.
Normalized Adjusted EBITDA(1) was $170 million, up 13% year-on-year, an improvement versus Normalized Adjusted EBITDA(1) of $150 million in the third quarter of 2025. The improvement in Normalized Adjusted EBITDA(1) was driven by the items impacting revenue described above, partially offset by an increased incentive expense.
With regard to Sabre's third quarter 2026 cash flows (versus prior year):
•Cash used in operating activities totaled $25 million (vs. $34 million provided by)
•Cash used in investing activities totaled $22 million (vs. $20 million)
•Cash provided by financing activities totaled $37 million (vs. $839 million used in)
•Capitalized expenditures totaled $23 million (vs. $20 million)
Free Cash Flow(1) was negative $48 million, compared to Free Cash Flow(1) of $13 million and Pro Forma Free Cash Flow(1) of $13 million in the third quarter of 2025.
Third quarter cash provided by operating activities and Free Cash Flow includes approximately $15 million in refinancing fees and $40 million in accrued interest payments associated with the debt refinancing completed during the third quarter of 2026. Excluding these payments, third-quarter Free Cash Flow would have been positive.
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| Financial Highlights (in thousands, except for EPS; unaudited): | Three Months Ended September 30, | Nine Months Ended September 30, | |||||||||||||||||||||||||||||||||
| 2026 | 2025 | % Change (B/W) | 2026 | 2025 | % Change (B/W) | ||||||||||||||||||||||||||||||
| Total Company: | |||||||||||||||||||||||||||||||||||
| Revenue | $738,426 | $715,183 | 3 | $2,210,713 | $2,104,458 | 5 | |||||||||||||||||||||||||||||
| Marketplace Revenue | $593,952 | $575,308 | 3 | $1,788,802 | $1,690,189 | 6 | |||||||||||||||||||||||||||||
| Airline Technology Revenue | $144,474 | $139,875 | 3 | $421,911 | $414,269 | 2 | |||||||||||||||||||||||||||||
| Operating Income | $109,356 | $93,625 | 17 | $318,056 | $274,154 | 16 | |||||||||||||||||||||||||||||
| Operating Margin | 14.8% | 13.1% | 14.4% | 13.0% | |||||||||||||||||||||||||||||||
| Net loss attributable to common stockholders | $(25,162) | $848,744 | (103) | $(53,197) | $627,716 | (108) | |||||||||||||||||||||||||||||
| Diluted net loss per share attributable to common stockholders (EPS) from continuing operations | $(0.06) | $0.12 | (150) | $(0.13) | $(0.40) | 68 | |||||||||||||||||||||||||||||
| Net Income Margin | (3.4)% | 118.7% | (2.4)% | 29.8% | |||||||||||||||||||||||||||||||
Adjusted EBITDA(1) | $163,693 | $140,633 | 16 | $465,387 | $389,708 | 19 | |||||||||||||||||||||||||||||
Adjusted EBITDA Margin(1) | 22.2% | 19.7% | 21.1% | 18.5% | |||||||||||||||||||||||||||||||
Normalized Adjusted EBITDA(1) | $169,655 | $150,008 | 13 | $489,894 | $416,864 | 18 | |||||||||||||||||||||||||||||
Normalized Adjusted EBITDA Margin(1) | 23.0% | 21.0% | 22.2% | 19.8% | |||||||||||||||||||||||||||||||
Adjusted Net Income(1) | $52,389 | $(4,880) | NM | $9,241 | $(9,917) | 193 | |||||||||||||||||||||||||||||
Adjusted EPS(1) | $0.11 | $(0.01) | NM | $0.02 | $(0.03) | 167 | |||||||||||||||||||||||||||||
| Cash (used in) provided by operating activities | $(24,650) | $33,686 | (173) | $(122,661) | $(248,155) | 51 | |||||||||||||||||||||||||||||
| Cash used in investing activities | $(22,341) | $(20,269) | (10) | $(69,973) | $(50,352) | (39) | |||||||||||||||||||||||||||||
| Cash provided by (used in) financing activities | $37,358 | $(838,908) | 104 | $(31,522) | $(804,408) | 96 | |||||||||||||||||||||||||||||
| Capitalized expenditures | $(22,861) | $(20,269) | (13) | $(70,493) | $(59,419) | (19) | |||||||||||||||||||||||||||||
Free Cash Flow(1) | $(47,511) | $13,417 | (454) | $(193,154) | $(307,574) | 37 | |||||||||||||||||||||||||||||
Pro Forma Free Cash Flow(1) | NA | $13,417 | NM | NA | $(58,732) | NM | |||||||||||||||||||||||||||||
| Net Debt (total debt, less cash and cash equivalents) | $4,025,582 | $3,660,373 | |||||||||||||||||||||||||||||||||
| Volume Metrics: | |||||||||||||||||||||||||||||||||||
| Total Bookings | 95,130 | 95,135 | — | 288,008 | 281,789 | 2 | |||||||||||||||||||||||||||||
| Air Bookings | 79,428 | 80,542 | (1) | 242,477 | 238,514 | 2 | |||||||||||||||||||||||||||||
| Lodging and Other Bookings | 15,702 | 14,593 | 8 | 45,531 | 43,275 | 5 | |||||||||||||||||||||||||||||
| Passengers Boarded | 185,642 | 182,212 | 2 | 529,768 | 519,391 | 2 | |||||||||||||||||||||||||||||
(1)Indicates non-GAAP financial measure; see descriptions and reconciliations below. | |||||||||||||||||||||||||||||||||||
| NM - not meaningful | |||||||||||||||||||||||||||||||||||
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Business and Pro Forma Financial Outlook
With respect to the full-year 2026 financial outlook below:
•Full-year Pro Forma Adjusted EBITDA guidance consists of expected net loss from continuing operations of approximately $133 million; less impact of acquisition-related amortization of approximately $31 million; expected stock-based compensation expense of approximately $71 million; expected depreciation and amortization of property and equipment and amortization of capitalized implementation costs of approximately $76 million; expected interest expense, inclusive of issuance costs and debt discounts, net of approximately $494 million; expected restructuring and other expenses, net of approximately $18 million; expected loss on debt extinguishment, net of approximately $10 million; expected provision for income taxes of approximately $16 million; expected pro forma adjustments of approximately $26 million associated with costs previously allocated to Hospitality Solutions.
•Full year Free Cash Flow guidance consists of expected cash provided by operating activities of approximately $45 million, less expected additions to property and equipment of approximately $95 million.
Full Year 2026 Pro Forma Financial Outlook
Sabre’s full year 2026 outlook is set forth below:
| FY 2026 | ||||||||
| Air Marketplace Bookings | Low-to-mid-single-digit YoY growth | |||||||
| Revenue | Low-to-mid-single-digit growth | |||||||
| Pro Forma Adjusted EBITDA | ~$610M +14% YoY | |||||||
| Free Cash Flow | ~$(50M) | |||||||
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Conference Call
Sabre will conduct its third quarter 2026 investor conference call today at 9:00 a.m. ET. The live webcast and accompanying slide presentation can be accessed via the Investor Relations section of our website, investors.sabre.com. A replay of the event will be available on the website for at least 90 days following the event.
Sabre to Host 2026 Investor Day
Sabre will host its 2026 Investor Day on Tuesday, November 17, 2026. Sabre President and CEO Kurt Ekert, CFO Mike Randolfi, and other members of the senior leadership team will provide an in-depth review of the company's strategy, growth opportunities, and multi-year financial outlook. The presentation will highlight Sabre's central position in the evolving travel ecosystem, the role of AI in expanding market opportunities, and the company's strategy to drive long-term growth and shareholder value. Webcast registration is available on Sabre's Investor Relations website and a replay of the webcast will be available on our Investor Relations website for at least 90 days following the event.
About Sabre
Powering the agentic revolution in travel. Sabre is an AI-native technology leader, backed by one of the world’s largest travel data clouds. With AI at its core and operating at unparalleled scale, Sabre transforms insights into innovation, empowering airlines, hoteliers, agencies and other partners to retail, distribute and fulfill travel worldwide. Sabre is built on an open, modular, cloud-native architecture and serves as the backbone for both established leaders and bold, new disruptors, guiding them to the next age of travel retailing through intelligent, connected, and personalized experiences. For more information visit www.sabre.com.
Website Information
Sabre routinely posts important information for investors on the Investor Relations section of its website, investors.sabre.com, on its LinkedIn account, and on its X account, @Sabre_Corp. The Company intends to use the Investor Relations section of its website, its LinkedIn account, and its X account as a means of disclosing material, non-public information and for complying with disclosure obligations under Regulation FD. Accordingly, investors should monitor the Investor Relations section of Sabre's website, its LinkedIn account and its X account, in addition to following its press releases, SEC filings, public conference calls, presentations and webcasts. The information contained on, or that may be accessed through, Sabre's website, its LinkedIn
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account or its X account is not incorporated by reference into, and is not a part of, this document.
Supplemental Financial Information
In conjunction with today’s earnings report, a file of supplemental financial information will be available on the Investor Relations section of our website, investors.sabre.com.
Industry Data
This release contains industry data, forecasts and other information that Sabre obtained from industry publications and surveys, public filings and internal company sources, and there can be no assurance as to the accuracy or completeness of the included information. Statements as to Sabre's ranking, market position, bookings share and market estimates are based on independent industry publications, government publications, third-party forecasts and management’s estimates and assumptions about our markets and our internal research. The Company has not independently verified this third-party information nor has it ascertained the underlying economic assumptions relied upon in those sources, and cannot assure you of the accuracy or completeness of this information.
Note on Non-GAAP Financial Measures
This press release includes unaudited non-GAAP financial measures, including Adjusted Net Income from continuing operations ("Adjusted Net Income"), Adjusted EBITDA, Adjusted EBITDA margin, Normalized Adjusted EBITDA, Normalized Adjusted EBITDA margin, Adjusted Net Income from continuing operations per share ("Adjusted EPS"), Free Cash Flow and the ratios based on these financial measures. In addition, we provide certain forward guidance with respect to Adjusted EBITDA on a pro forma basis and Free Cash Flow. We do not provide reconciliations of these forward-looking non-GAAP financial measures to the respective GAAP metrics as we are unable to predict the components of the non-GAAP adjustments contained in the guidance with reasonable certainty and without unreasonable effort; however, see "Business and Pro Forma Financial Outlook" for additional information including estimates of certain components of the non-GAAP adjustments contained in the guidance.
We present non-GAAP measures when our management believes that the additional information provides useful information about our operating performance. Non-GAAP financial measures do not have any standardized meaning and are therefore unlikely to be comparable to similar measures presented by other companies. The presentation of non-GAAP financial
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measures is not intended to be a substitute for, and should not be considered in isolation from, the financial measures reported in accordance with GAAP. See “Non-GAAP Financial Measures” below for an explanation of the non-GAAP measures and “Tabular Reconciliations for Non-GAAP Measures” below for a reconciliation of the non-GAAP financial measures to the comparable GAAP measures.
Discontinued Operations
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, and on July 3, 2025, we closed the sale (the “Hospitality Solutions Sale”). The operating results of our Hospitality Solutions business are presented as discontinued operations on our consolidated statements of operations for all periods presented. Unless otherwise noted, results presented are based on continuing operations.
Forward-Looking Statements
Certain statements herein are forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995. These forward-looking statements include, without limitation, statements about trends, future events, uncertainties and our plans and expectations of what may happen in the future, including regarding Sabre's strategy for long-term growth and the impact and timing of geopolitical events. Any statements that are not historical or current facts are forward-looking statements and in many cases, you can identify forward-looking statements by terms such as "targets," "pathway," "guidance," "outlook," “pro forma,” “believe,” "expectations," "objectives," “momentum,” “expect,” "trends," “strategic,” "opportunity," "positioned," “confident,” "traction," "investment," "investment," "anticipate," "intend," “growth,” "plan," “well-positioned,” “sustained,” “focus,” “optimistic,” “will,” “long-term,” "leading," “accelerate,” “potential,” “goal,” “estimate,” "commitment," “temporary,” “continue,” “progress,” “possible,” “outcome,” “assume,” “challenge,” "enhance," "on track," "objective," "target," "pipeline," "trajectory," "future," "benefit," "forecast," "estimate," "project," "may," "should," "would," or the negative of these terms, where applicable, or other comparable terminology. Forward-looking statements involve known and unknown risks, uncertainties and other factors that may cause Sabre’s actual results, performance or achievements to be materially different from any future results, performances or achievements expressed or implied by the forward-looking statements. The potential risks and uncertainties include, among others, the effects of the Middle East and other conflicts and fuel prices, the results and effects of technological advancements, including AI, and the ability to implement these advancements, dependency on transaction volumes in the global travel industry, particularly air travel transaction volumes, the
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implementation and effects of our growth strategies, the completion and effects of travel platforms, exposure to pricing pressure from travel suppliers, changes affecting travel supplier customers, maintenance of the integrity of our systems and infrastructure and the effect of any security incidents, our ability to recruit, train and retain employees, competition in the travel distribution industry and solutions industry, implementation of software solutions, implementation and effects of new, amended or renewed agreements and strategic partnerships, dependence on establishing, maintaining and renewing contracts with customers and other counterparties and collecting amounts due to us under these agreements, dependence on relationships with travel buyers, the ability to achieve our cost savings and efficiency goals and the effects of these goals, our collection, processing, storage, use and transmission of personal data and risks associated with PCI compliance, the effects of cost savings initiatives, the effects of new legislation or regulations or the failure to comply with regulations or other legal requirements, use of third-party distributor partners, the financial and business results and effects of acquisitions and divestitures of businesses or business operations, reliance on the value of our brands, reliance on third parties to provide information technology services and the effects of these services, the effects of any profit enhancing measures we implement, the effects of any litigation, regulatory reviews and investigations, adverse global and regional economic and political conditions, risks related to global conflicts, risks arising from global operations, risks related to our significant amount of indebtedness, including increases in interest rates and our ability to refinance our debt, and tax-related matters.
More information about potential risks and uncertainties that could affect our business and results of operations is included in the "Risk Factors" and “Forward-Looking Statements” sections in our Quarterly Report on Form 10-Q filed with the SEC on November 5, 2026, in our Annual Report on Form 10-K filed with the SEC on February 18, 2026 and in our other filings with the SEC. 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, Sabre undertakes no obligation to publicly update or revise any forward-looking statements to reflect circumstances or events after the date they are made.
___________________
(1) Adjusted Net Income, Adjusted EPS, Adjusted EBITDA, Normalized Adjusted EBITDA, Adjusted EBITDA Margin, Normalized Adjusted EBITDA Margin, Pro Forma Adjusted EBITDA, Free Cash Flow, Pro Forma Free Cash Flow are non-GAAP measures. See the appendix to this release for a discussion of non-GAAP financial measures, including
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reconciliations to the most closely correlated GAAP measure. Normalized Adjusted EBITDA is Adjusted EBITDA adjusted for estimated costs historically allocated to Hospitality Solutions. Pro Forma Free Cash Flow is calculated to give effect to the Hospitality Solutions Sale. Pro Forma Free Cash Flow is no longer utilized in the current period as there are no further adjustments to be made to Free Cash Flow for the sale of Hospitality Solutions. We have included Pro Forma Free Cash Flow in this release for comparability. We believe this presentation will enhance investors' ability to evaluate and compare the Company's operations on a go-forward basis.
Contacts:
| Media | Investors | ||||
| Cassidy Smith-Broyles | Jim Mathias | ||||
| cassidy.smith-broyles@sabre.com | jim.mathias@sabre.com | ||||
| sabrenews@sabre.com | sabre.investorrelations@sabre.com | ||||
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SABRE CORPORATION
CONSOLIDATED STATEMENTS OF OPERATIONS
(In thousands, except per share amounts)
(Unaudited)
| Three Months Ended September 30, | Nine Months Ended September 30, | ||||||||||||||||||||||
| 2026 | 2025 | 2026 | 2025 | ||||||||||||||||||||
| Revenue | $ | 738,426 | $ | 715,183 | $ | 2,210,713 | $ | 2,104,458 | |||||||||||||||
| Cost of revenue, excluding technology costs | 316,389 | 313,074 | 961,834 | 914,899 | |||||||||||||||||||
| Technology costs | 176,272 | 168,009 | 522,752 | 515,810 | |||||||||||||||||||
| Selling, general and administrative | 136,409 | 140,475 | 408,071 | 399,595 | |||||||||||||||||||
| Operating income | 109,356 | 93,625 | 318,056 | 274,154 | |||||||||||||||||||
| Other expense: | |||||||||||||||||||||||
| Interest expense, net | (123,393) | (111,312) | (370,124) | (332,346) | |||||||||||||||||||
| Loss on extinguishment of debt | — | — | (2,958) | (85,182) | |||||||||||||||||||
| Equity method income | 593 | 377 | 1,739 | 1,780 | |||||||||||||||||||
| Other, net | (15,860) | 6,929 | (2,698) | 6,432 | |||||||||||||||||||
| Total other expense, net | (138,660) | (104,006) | (374,041) | (409,316) | |||||||||||||||||||
| Loss from continuing operations before income taxes | (29,304) | (10,381) | (55,985) | (135,162) | |||||||||||||||||||
| (Benefit) provision for income taxes | (3,273) | (58,546) | (2,975) | 21,068 | |||||||||||||||||||
| (Loss) income from continuing operations | (26,031) | 48,165 | (53,010) | (156,230) | |||||||||||||||||||
| Income (loss) from discontinued operations, net of tax | 483 | 800,313 | (685) | 783,725 | |||||||||||||||||||
| Net (loss) income | (25,548) | 848,478 | (53,695) | 627,495 | |||||||||||||||||||
| Net (loss) attributable to noncontrolling interests | (386) | (266) | (498) | (221) | |||||||||||||||||||
| (Loss) income attributable to common stockholders | $ | (25,162) | $ | 848,744 | $ | (53,197) | $ | 627,716 | |||||||||||||||
| Basic net loss per share attributable to common stockholders: | |||||||||||||||||||||||
| (Loss) income from continuing operations | $ | (0.06) | $ | 0.12 | $ | (0.13) | $ | (0.40) | |||||||||||||||
| Income from discontinued operations | — | 2.03 | — | 2.01 | |||||||||||||||||||
| Net (loss) income per common share | $ | (0.06) | $ | 2.15 | $ | (0.13) | $ | 1.61 | |||||||||||||||
| Diluted net loss per share attributable to common stockholders: | |||||||||||||||||||||||
| (Loss) income from continuing operations | $ | (0.06) | $ | 0.12 | $ | (0.13) | $ | (0.40) | |||||||||||||||
| Income from discontinued operations | — | 1.86 | — | 2.01 | |||||||||||||||||||
| Net (loss) income per common share | $ | (0.06) | $ | 1.98 | $ | (0.13) | $ | 1.61 | |||||||||||||||
| Weighted-average common shares outstanding: | |||||||||||||||||||||||
| Basic | 403,618 | 394,580 | 399,406 | 390,616 | |||||||||||||||||||
| Diluted | 403,618 | 429,253 | 399,406 | 390,616 | |||||||||||||||||||
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SABRE CORPORATION
CONSOLIDATED BALANCE SHEETS
(In thousands)
(Unaudited)
| September 30, 2026 | December 31, 2025 | ||||||||||
| Assets | |||||||||||
| Current assets | |||||||||||
| Cash and cash equivalents | $ | 588,340 | $ | 791,555 | |||||||
| Restricted cash | 99,285 | 118,558 | |||||||||
Accounts receivable, net of allowance for credit losses of $21,161 and $17,953 | 405,899 | 311,870 | |||||||||
| Prepaid expenses and other current assets | 101,808 | 74,055 | |||||||||
| Total current assets | 1,195,332 | 1,296,038 | |||||||||
Property and equipment, net of accumulated depreciation of $1,767,894 and $1,724,044 | 278,338 | 255,323 | |||||||||
| Equity method investments | 23,228 | 23,082 | |||||||||
| Goodwill | 2,383,162 | 2,384,191 | |||||||||
Acquired customer relationships, net of accumulated amortization of $810,718 and $796,767 | 145,279 | 159,326 | |||||||||
Other intangible assets, net of accumulated amortization of $604,793 and $595,403 | 116,093 | 125,556 | |||||||||
| Deferred income taxes | 4,227 | 3,874 | |||||||||
| Other assets, net | 252,695 | 254,738 | |||||||||
| Total assets | $ | 4,398,354 | $ | 4,502,128 | |||||||
| Liabilities and stockholders’ deficit | |||||||||||
| Current liabilities | |||||||||||
| Accounts payable | $ | 224,415 | $ | 260,035 | |||||||
| Accrued compensation and related benefits | 86,074 | 103,521 | |||||||||
| Accrued subscriber incentives | 319,122 | 289,095 | |||||||||
| Deferred revenues | 54,432 | 58,413 | |||||||||
| Other accrued liabilities | 204,387 | 256,856 | |||||||||
| Current portion of debt | 72,711 | 245,651 | |||||||||
| Total current liabilities | 961,141 | 1,213,571 | |||||||||
| Deferred income taxes | 40,487 | 36,614 | |||||||||
| Other noncurrent liabilities | 159,516 | 173,172 | |||||||||
| Long-term debt | 4,294,436 | 4,103,208 | |||||||||
| Redeemable noncontrolling interests | 10,938 | 12,057 | |||||||||
| Stockholders’ deficit | |||||||||||
Common Stock: $0.01 par value; 1,000,000 authorized shares; 439,565 and 427,366 shares issued, 403,787 and 395,004 shares outstanding at September 30, 2026 and December 31, 2025, respectively | 4,396 | 4,274 | |||||||||
| Additional paid-in capital | 3,375,723 | 3,351,111 | |||||||||
Treasury Stock, at cost, 35,778 and 32,362 shares at September 30, 2026 and December 31, 2025, respectively | (542,686) | (537,197) | |||||||||
| Accumulated deficit | (3,855,732) | (3,802,535) | |||||||||
| Accumulated other comprehensive loss | (64,996) | (66,656) | |||||||||
| Noncontrolling interest | 15,131 | 14,509 | |||||||||
| Total stockholders’ deficit | (1,068,164) | (1,036,494) | |||||||||
| Total liabilities and stockholders’ deficit | $ | 4,398,354 | $ | 4,502,128 | |||||||
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SABRE CORPORATION
CONSOLIDATED STATEMENTS OF CASH FLOWS
(In thousands)
(Unaudited)
(Unaudited)
| Nine Months Ended September 30, | |||||||||||
| 2026 | 2025 | ||||||||||
| Operating Activities | |||||||||||
| Net (loss) income | $ | (53,695) | $ | 627,495 | |||||||
| Adjustments to reconcile net income to cash used in operating activities: | |||||||||||
| Depreciation and amortization | 80,503 | 77,983 | |||||||||
| Stock-based compensation expense | 49,906 | 34,772 | |||||||||
| Amortization of upfront incentive consideration | 36,296 | 28,299 | |||||||||
| Amortization of debt discount and issuance costs | 30,438 | 21,206 | |||||||||
| Loss on extinguishment of debt | 2,958 | 85,182 | |||||||||
| Provision for expected credit losses | 6,567 | 3,302 | |||||||||
| Deferred income taxes | 3,424 | 6,736 | |||||||||
| Other | 2,466 | (5,302) | |||||||||
| Dividends received from equity method investments | 1,030 | 1,103 | |||||||||
| Loss (income) from discontinued operations | 685 | (783,725) | |||||||||
| Payment of previously paid-in-kind interest | — | (199,938) | |||||||||
| Paid-in-kind interest | — | 28,327 | |||||||||
| Gain on sale of assets | — | (5,191) | |||||||||
| Changes in operating assets and liabilities: | |||||||||||
| Accounts and other receivables | (100,122) | (139,093) | |||||||||
| Prepaid expenses and other current assets | (23,535) | 19,674 | |||||||||
| Capitalized implementation costs | (3,934) | (7,059) | |||||||||
| Upfront incentive consideration | (20,487) | (15,681) | |||||||||
| Other assets | (27,943) | (3,045) | |||||||||
| Accrued compensation and related benefits | (48,404) | (61,497) | |||||||||
| Accounts payable and other accrued liabilities | (43,834) | 58,193 | |||||||||
| Deferred revenue including upfront solution fees | (14,980) | (19,896) | |||||||||
| Cash used in operating activities | (122,661) | (248,155) | |||||||||
| Investing Activities | |||||||||||
| Additions to property and equipment | (70,493) | (59,419) | |||||||||
| Proceeds from sale of assets | — | 9,267 | |||||||||
| Other investing activities | 520 | (200) | |||||||||
| Cash used in investing activities | (69,973) | (50,352) | |||||||||
| Financing Activities | |||||||||||
| Payments on borrowings from lenders | (1,429,110) | (2,048,415) | |||||||||
| Proceeds on borrowings from lenders | 1,415,801 | 1,325,000 | |||||||||
| Proceeds from borrowings under Securitization Facility | 157,650 | 108,950 | |||||||||
| Payments on borrowings under Securitization Facility | (146,650) | (112,750) | |||||||||
| Debt prepayment fees and issuance costs | (13,715) | (71,519) | |||||||||
| Net (Payments) Receipts on Behalf under TSA | (12,007) | 4,628 | |||||||||
| Net payment on the settlement of equity-based awards | (5,491) | (10,302) | |||||||||
| Other financing activities | 2,000 | — | |||||||||
| Cash used in financing activities | (31,522) | (804,408) | |||||||||
| Cash Flows from Discontinued Operations | |||||||||||
| Cash provided by (used in) operating activities | 218 | (19,139) | |||||||||
| Cash provided by investing activities | 4,331 | 1,054,898 | |||||||||
| Cash provided by discontinued operations | 4,549 | 1,035,759 | |||||||||
| Effect of exchange rate changes on cash, cash equivalents and restricted cash | (2,881) | 4,385 | |||||||||
| Decrease in cash, cash equivalents and restricted cash | (222,488) | (62,771) | |||||||||
| Cash, cash equivalents and restricted cash at beginning of period | 910,113 | 745,518 | |||||||||
| Cash, cash equivalents and restricted cash at end of period | $ | 687,625 | $ | 682,747 | |||||||
| Non-cash additions to property and equipment for continuing operations | $ | — | $ | 254 | |||||||
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Non-GAAP Financial Measures
We have included both financial measures prepared in accordance with U.S. generally accepted accounting principles (“GAAP”) as well as certain supplemental non‑GAAP financial measures, including Adjusted Net Income (Loss) from continuing operations (“Adjusted Net Income (Loss)”), Adjusted EBITDA, Normalized Adjusted EBITDA, Pro Forma Adjusted EBITDA, Adjusted EPS, 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 Income (Loss) is defined as (loss) income 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 (loss) income 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.
Adjusted EBITDA Margin is defined as Adjusted EBITDA divided by revenue
Normalized Adjusted EBITDA and Pro Forma Adjusted EBITDA are defined as Adjusted EBITDA adjusted for the estimated costs historically allocated to Hospitality Solutions.
Normalized Adjusted EBITDA Margin is defined as Normalized Adjusted EBITDA divided by revenue
Free Cash Flow is defined as cash used in operating activities, less cash used for additions to property and equipment.
Pro Forma Free Cash Flow is defined as Free Cash Flow adjusted to give effect to the Hospitality Solutions Sale.
Adjusted EPS is defined as Adjusted Net Income (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
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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 Income (Loss), Adjusted EBITDA, Normalized Adjusted EBITDA, Adjusted EPS, 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 (loss) income , (loss) income 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 Income (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.
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•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.
Non-GAAP Pro Forma Outlook
The non-GAAP pro forma financial outlook in this press release, including Pro Forma Adjusted EBITDA and Pro Forma Free Cash Flow is not necessarily indicative of the operating results of the Company after the closing of the Hospitality Solutions Sale and utilization of the net proceeds from the sale to pay down outstanding indebtedness, or of the operating results of the Company in the future. The non-GAAP pro forma financial outlook included in this press release is not pro forma information prepared in accordance with Article 11 of Regulation S-X of the SEC, and the preparation of information in accordance with Article 11 would result in a different presentation.
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.
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Tabular Reconciliations for Non-GAAP Measures
(In thousands, except per share amounts; unaudited)
Reconciliation of (Loss) income from continuing operations to Adjusted Net Income (Loss) from continuing operations and (Loss) income from continuing operations to Adjusted EBITDA:
| Three Months Ended September 30, | Nine Months Ended September 30, | ||||||||||||||||||||||
| 2026 | 2025 | 2026 | 2025 | ||||||||||||||||||||
| (Loss) income from continuing operations | (26,031) | 48,165 | (53,010) | (156,230) | |||||||||||||||||||
| Adjustments: | |||||||||||||||||||||||
Acquisition-related amortization(1a) | 7,730 | 7,730 | 23,190 | 23,194 | |||||||||||||||||||
Restructuring and other costs(2) | 3,307 | 3,815 | 15,131 | 3,815 | |||||||||||||||||||
| Loss on extinguishment of debt | — | — | 2,958 | 85,182 | |||||||||||||||||||
Other, net(3) | 15,860 | (6,929) | 2,698 | (6,432) | |||||||||||||||||||
Disposition-related costs(4) | — | 720 | — | 1,240 | |||||||||||||||||||
Indirect tax matters(5) | (268) | 3,915 | (3,497) | (4,036) | |||||||||||||||||||
Stock-based compensation(6) | 23,663 | 11,170 | 49,906 | 34,772 | |||||||||||||||||||
Stockholder matter costs(7) | 7 | — | 3,549 | — | |||||||||||||||||||
Tax impact of adjustments(8) | 28,121 | (73,466) | (31,684) | 8,578 | |||||||||||||||||||
| Adjusted Net Income (Loss) from continuing operations | $ | 52,389 | $ | (4,880) | $ | 9,241 | $ | (9,917) | |||||||||||||||
| Adjusted Net Income (Loss) from continuing operations per share | $ | 0.11 | $ | (0.01) | $ | 0.02 | $ | (0.03) | |||||||||||||||
Adjusted diluted weighted-average common shares outstanding(9) | 480,743 | 394,580 | 469,705 | 390,616 | |||||||||||||||||||
| (Loss) income from continuing operations | $ | (26,031) | $ | 48,165 | $ | (53,010) | $ | (156,230) | |||||||||||||||
| Adjustments: | |||||||||||||||||||||||
Depreciation and amortization of property and equipment(1b) | 16,294 | 16,484 | 48,716 | 46,099 | |||||||||||||||||||
Amortization of capitalized implementation costs(1c) | 3,011 | 2,797 | 8,597 | 8,690 | |||||||||||||||||||
Acquisition-related amortization(1a) | 7,730 | 7,730 | 23,190 | 23,194 | |||||||||||||||||||
Restructuring and other costs(2) | 3,307 | 3,815 | 15,131 | 3,815 | |||||||||||||||||||
| Interest expense, net | 123,393 | 111,312 | 370,124 | 332,346 | |||||||||||||||||||
Other, net(3) | 15,860 | (6,929) | 2,698 | (6,432) | |||||||||||||||||||
| Loss on extinguishment of debt | — | — | 2,958 | 85,182 | |||||||||||||||||||
Disposition-related costs(4) | — | 720 | — | 1,240 | |||||||||||||||||||
Indirect tax matters(5) | (268) | 3,915 | (3,497) | (4,036) | |||||||||||||||||||
Stock-based compensation(6) | 23,663 | 11,170 | 49,906 | 34,772 | |||||||||||||||||||
Stockholder matter costs(7) | 7 | — | 3,549 | — | |||||||||||||||||||
| (Benefit) provision for income taxes | (3,273) | (58,546) | (2,975) | 21,068 | |||||||||||||||||||
| Adjusted EBITDA | $ | 163,693 | $ | 140,633 | $ | 465,387 | $ | 389,708 | |||||||||||||||
| Plus estimated costs historically allocated to Hospitality Solutions | 5,962 | 9,375 | 24,507 | 27,156 | |||||||||||||||||||
| Normalized Adjusted EBITDA | $ | 169,655 | $ | 150,008 | $ | 489,894 | $ | 416,864 | |||||||||||||||
| Net Income Margin | (3.4) | % | 118.7 | % | (2.4) | % | 29.8 | % | |||||||||||||||
| Adjusted EBITDA margin | 22.2 | % | 19.7 | % | 21.1 | % | 18.5 | % | |||||||||||||||
| Normalized Adjusted EBITDA margin | 23.0 | % | 21.0 | % | 22.2 | % | 19.8 | % | |||||||||||||||
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Reconciliation of Free Cash Flow:
| Three Months Ended September 30, | Nine Months Ended September 30, | ||||||||||||||||||||||
| 2026 | 2025 | 2026 | 2025 | ||||||||||||||||||||
| Cash (used in) provided by operating activities | $ | (24,650) | $ | 33,686 | $ | (122,661) | (248,155) | ||||||||||||||||
| Cash used in investing activities | (22,341) | (20,269) | (69,973) | (50,352) | |||||||||||||||||||
| Cash provided by (used in) financing activities | 37,358 | (838,908) | (31,522) | (804,408) | |||||||||||||||||||
| Three Months Ended September 30, | Nine Months Ended September 30, | ||||||||||||||||||||||
| 2026 | 2025 | 2026 | 2025 | ||||||||||||||||||||
| Cash (used in) provided by operating activities | $ | (24,650) | $ | 33,686 | $ | (122,661) | $ | (248,155) | |||||||||||||||
| Additions to property and equipment | (22,861) | (20,269) | (70,493) | (59,419) | |||||||||||||||||||
| Free Cash Flow | $ | (47,511) | $ | 13,417 | $ | (193,154) | $ | (307,574) | |||||||||||||||
Reconciliation of Free Cash Flow from Discontinued Operations:
| Three Months Ended September 30, | Nine Months Ended September 30, | ||||||||||||||||||||||
| 2026 | 2025 | 2026 | 2025 | ||||||||||||||||||||
| Cash provided by (used in) operating activities from Discontinued Operations | $ | 1,003 | $ | 3,477 | $ | 218 | $ | (19,139) | |||||||||||||||
| Additions to property and equipment from Discontinued Operations | — | (4,656) | — | (6,444) | |||||||||||||||||||
| Free Cash Flow from Discontinued Operations | $ | 1,003 | $ | (1,179) | $ | 218 | $ | (25,583) | |||||||||||||||
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Non-GAAP Footnotes
(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 $19 million in debt modification costs related to the financing activity that occurred in the third quarter of 2026, $15 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.
(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.
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(8) The tax impact of adjustments includes the tax effect of each separate adjustment based on the statutory tax rate for the jurisdiction(s) in which the adjustment was taxable or deductible, and the tax effect of items that relate to tax specific financial transactions, tax law changes, uncertain tax positions, valuation allowances and other items.
(9) The Adjusted diluted weighted-average common shares outstanding calculation includes approximately 10 million and 3 million of dilutive restricted stock awards for the three and nine months ended September 30, 2026, respectively, and approximately 67 million resulting common shares related to the 2031 Exchangeable Notes for the three and nine months ended September 30, 2026, respectively.
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