AGM 2026

Apr 29, 2026

Good morning. Thank you for being with us today. Welcome to the Sabre Corporation's 2026 Annual Meeting of Stockholders. I'm Gail Mandel, Sabre's chair of the board and chair of today's meeting. With me are Kurt Ekert, Sabre's Chief Executive Officer and President, and Steve Milton, Sabre's Corporate Secretary and secretary of today's meeting. Also attending today's meeting are the members of our board of directors. In addition to Kurt and myself, these directors are George Bravante, Hervé Couturier, Eric Kelly, Damian McKay, Phyllis Newhouse, Elaine Paul, John Scott, and Ashan Willy. You should have found on your chairs a copy of today's agenda and a few rules for this meeting. As you will see from the agenda, we will first cover the legal requirements for the meeting, and then we will address the proposals included in the proxy statement. After that, Kurt will provide a brief business review. Finally, we will have a report on the results of the voting on the proxy statement proposals. The items properly submitted for consideration at this meeting are the proposal for the election of the 10 directors named in Sabre's proxy, ratification of the appointment of our independent auditors, approval of our 2026 Omnibus Incentive Compensation Plan, approval of our 2026 Director Equity Compensation Plan, and approval of our advisory non-binding vote on the compensation of our executive named officers. Now, Steve, please give us your report as to the call of the meeting, the inspector's report as to the presence of the quorum, and the rules of the meeting. We provided the following materials to each stockholder of record as of the record date, which was March 2, 2026. Proper notice of this meeting and access to the copies of the 2026 proxy statement and 2025 annual report. More than 79% of the company's common stock is represented at this meeting, either in person or by proxy. This meeting is properly convened and a quorum is present. Affidavits confirming these matters, as well as the certified list of stockholders, are available for examination. The materials will also be filed with the records of this meeting. The following Inspector of Election has been appointed, Rex Morgana of Voternext. As Gail mentioned, the ground rules for today's meeting are included with the agenda placed on your chairs. In order to provide a fair and informative meeting, we have established these rules and procedures, and we appreciate your cooperation. We'll introduce each of the 5 proposals set forth in the proxy statement and identified on the agenda. After all the proposals have been presented, we will open the floor for discussion and general comments and questions. We will vote on all proposals at the same time. If you're a stockholder and you wish to speak on a matter on the agenda, please raise your hand once the floor has been opened for discussion and wait to be recognized. When you are recognized, a microphone will be brought to you. Please identify yourself, the number of shares that you represent, and the proposal on which you wish to speak. As described in the rules, individuals recognized to speak on any matter will be limited to 3 minutes. If you gave us your proxy or voted by telephone or the Internet, your shares will be voted by the proxy committee as you have directed. If you have not voted your shares yet, or if you wish to change your vote on any matter, please raise your hand and a ballot will be brought to you. We will collect the ballots later during the meeting when the polls are declared open. Finally, during today's meeting, we will make forward-looking statements based on management's expectations of future events, and actual results may differ materially from the forward-looking statements. More information about the risks that could cause this to happen, please refer to the risk factors and the cautionary note regarding forward-looking statements sections in our 2025 Form 10-K, as well as our other filings with the SEC. In addition, we will be presenting certain non-GAAP financial measures. The most directly comparable GAAP measures and reconciliations are available in the presentation appendix, as well as in our earnings releases and other documents that are posted on our website at investors.sabre.com. Now I'll turn it over to Kurt. Thank you. We will first consider and vote on the proposals in our proxy statement. I will then provide a few comments on our 2025 business performance. Finally, Steve will report on the results of today's vote. Each of the 5 proposals on the ballot today has been described in detail in our 2026 proxy statement. The first proposal in the proxy statement is the election of George Bravante, Hervé Couturier, Kurt Ekert, Eric Kelly, Gail Mandel, Damian McKay, Phyllis Newhouse, Elaine Paul, John Scott, and Ashan Willy. I thank each of our incumbent directors for their significant contributions to the board, including collectively attending 28 board and committee meetings in 2025 with an average attendance of 99%. In addition, please note that Wendy Sergis is not standing for re-election today. On behalf of the board and the management team, a deep thanks to Wendy for her service, and we wish her well. On behalf of the board and its nominating and governance committee, I declare that each of these ten individuals has been properly nominated for a one-year term expiring at the 2027 annual meeting of stockholders. The next order of business is Proposal Two: Ratification of the Audit Committee selection of Ernst & Young as the company's independent registered public accounting firm to audit the company's 2026 financial statements. Dave Stagner and Neil Raybrooker from Ernst & Young are with us today. The next order of business is Proposal Three: Approval of the company's 2026 Omnibus Incentive Compensation Plan. The next order of business is Proposal Four: Approval of the company's 2026 Director Equity Compensation Plan. The next order of business is Proposal Five: Approval of the advisory, non-binding vote on the compensation of our named executive officers. We will now open the floor for general discussion. If you wish to ask a question, please raise your hand and wait to be recognized. Once recognized, please wait for a microphone, state your name, the number of shares you own or represent, and the proposal on which you will comment. Please remember to limit your comments to three minutes each to ensure others have an opportunity to speak. Is there any discussion on any of the proposals or any other questions or comments? There being no other questions, I declare that the polls are now open. Please raise your hand if you would like to cast a ballot from the floor, someone will come and collect it from you. I now declare that the polls are closed. While the Inspector of Election completes the vote tabulations, I will comment briefly on our business performance for 2025. For 2025, we recorded double-digit year-over-year growth in normalized adjusted EBITDA and generated positive pro forma free cash flow. A key focus for us has been further strengthening our balance sheet, and we made significant progress in 2025 by paying off over $1 billion in debt, which when combined with growth in pro forma adjusted EBITDA, reduced our pro forma net leverage by approximately 25% compared to year-end 2024. We continue to be proactive in managing our long-term capital structure. Through two successful refinancings in 2025, we have no large maturities until 2029, and over 90% of our debt now matures in 2029 or later. We also ended 2025 with a strong cash balance of $910 million, which includes $98 million of restricted cash for debt repayments in the first quarter of 2026. In 2025, we seized the first-mover position in our industry with our introduction of agentic APIs and a proprietary MCP server designed for the travel industry. These agentic solutions help AI agents better understand and operate within the complexity of travel content and workflows. We also launched several industry-first AI solutions and partnerships. Sabre Payments was one of our fastest-growing businesses in 2025, with gross spend on the platform increasing more than 35% year-over-year and producing strong revenue growth. Our travel marketplace continued to deliver multi-source travel content on an unprecedented scale and drove agency wins and expansions during 2025. Finally, we extended our leadership position in NDC by adding 15 live integrations during 2025, bringing our total to 42 at the end of the year. In closing, our strategy remains focused on generating free cash flow and de-levering our balance sheet and driving sustainable growth through innovation. We made significant progress against these priorities in 2025 and are excited for 2026. Thank you so much for your participation today. I'll now turn it over to Steve to report on the voting results. Thank you, Kurt. First, let me say that the results I'm about to announce are preliminary. We'll follow the final results with the SEC on a Form 8-K within four business days. The Inspector of Election has advised me that each of the 10 nominees for director was elected for a one-year term. The selection of Ernst & Young as the company's independent registered public accounting firm was ratified. The company's 2026 Omnibus Incentive Compensation Plan was approved. The company's 2026 Director Equity Compensation Plan was approved, and the advisory, non-binding vote on the compensation of our named executive officers was approved. With that, I'll turn it over to Gail to adjourn the meeting. On behalf of the board of directors and the entire management team, I'd like to thank you for your attendance today and the continued support of Sabre. The meeting is adjourned. Ladies and gentlemen, this concludes the program. Thank you for participating. You may now disconnect.