Stock and Stockholders' Equity

3 Months Ended

Mar. 31, 2026

Equity [Abstract]

Stock and Stockholders' Equity

Stock and Stockholders' Equity

Liability-classified stock-based payment awards

In the first quarter of 2026, we adopted a short-term incentive compensation program for non-executive team members. Under this program, participants are eligible to receive fully-vested shares of our common stock which would be issued in early 2027, contingent upon the achievement of specific performance metrics. We account for the potential issuance of these shares of common stock as stock-based payment awards granted under this program. Stock-based compensation expense associated with these awards for the three months ended March 31, 2026 was $3 million, of which approximately $1 million is included in both technology costs and selling, general and administrative expenses, and an immaterial amount is included in cost of revenue, excluding technology costs, in our consolidated statement of operations. Because the incentive compensation associated with these awards represents a fixed dollar amount that, if payable, will be settled in a variable number of shares of our common stock, we are currently accounting for these awards as liability-classified awards. Accordingly, the offset to the $3 million of stock-based compensation expense we have recognized in connection with these awards during the three months ended March 31, 2026 is included in accrued compensation and related benefits on our consolidated balance sheet.

Exchangeable Notes

On April 17, 2020, we issued $345 million aggregate principal amount of 2025 Exchangeable Notes. On March 19, 2024, Sabre GLBL exchanged $150 million aggregate principal amount of our then-outstanding 2025 Exchangeable Notes for $150 million aggregate principal amount of the 2026 Exchangeable Notes and approximately $30 million of cash. Under the terms of the Exchangeable Notes Indentures, the Exchangeable Notes are exchangeable into our common stock under specified circumstances, at our election. As of March 31, 2026, we had $150 million aggregate principal amount of 2026 Exchangeable Notes outstanding. The 2025 Exchangeable Notes matured on April 15, 2025, and were settled with cash. See Note 8. Debt for further details. The 2026 Exchangeable Notes mature on August 1, 2026, at which time the principal amount of any outstanding 2026 Exchangeable Notes must be repaid in cash. For any exchanges initiated during the “free exchangeability period,” which began on February 1, 2026, and continues until the close of business on the second scheduled trading day preceding the August 1, 2026 maturity date, we intend to apply the “default settlement method”. This method is combination settlement with a specified dollar amount of $1,000. Under this approach, we will pay up to the principal amount in cash and settle any excess exchange value in shares of common stock (plus cash in lieu of fractional shares), with the amounts determined over a forty consecutive volume-weighted average price trading day observation period preceding the August 1, 2026 maturity date.

Share Repurchase Program

In February 2017, we announced the approval of a multi-year share repurchase program (the “Share Repurchase Program”) to purchase up to $500 million of Sabre's common stock outstanding. Repurchases under the Share Repurchase Program may take place in the open market or privately negotiated transactions. On March 16, 2020, we announced the suspension of share repurchases under the Share Repurchase Program in conjunction with certain cash management measures we undertook as a result of the market conditions caused by COVID-19. During the three months ended March 31, 2026, we did not repurchase any shares pursuant to the Share Repurchase Program. As of March 31, 2026, the Share Repurchase Program remains suspended and approximately $287 million remains authorized for repurchases.