Sabre CorpSABR
Sabre Corp Stock Compensation Disclosure
Equity-Based Awards
The total fair value of PSUs vested, as of their respective vesting dates, was $10 million during the year ended December 31, 2025, $11 million during the year ended December 31, 2024, and $19 million during the year ended December 31, 2023. The recognition of compensation expense associated with PSUs is contingent upon the achievement of annual company-based performance measures and a total shareholder return modifier. During the years ended December 31, 2025, 2024 and 2023, we assessed the probability of achieving the performance measures associated with PSU awards each reporting period and, if there was an adjustment, we recorded the cumulative effect of the adjustment in that respective reporting period. As of December 31, 2025, unrecognized compensation expense associated with PSUs expected to vest totaled $7 million and $5 million for the annual measurement periods ending December 31, 2026 and 2027, respectively.
As of December 31, 2025, our outstanding equity-based compensation plans and agreements include the Sabre Corporation 2014 Omnibus Incentive Compensation Plan (the “2014 Omnibus Plan”), the Sabre Corporation 2016 Omnibus
Incentive Compensation Plan (the “2016 Omnibus Plan”), the Sabre Corporation 2019 Omnibus Incentive Compensation Plan (the "2019 Omnibus Plan"), the 2019 Director Equity Compensation Plan (the "2019 Director Plan"), the Sabre Corporation 2021 Omnibus Incentive Compensation Plan (the "2021 Omnibus Plan"), the 2022 Director Equity Compensation Plan (the "2022 Director Plan"), the Sabre Corporation 2023 Omnibus Incentive Compensation Plan (the "2023 Omnibus Plan"), the Sabre Corporation 2024 Omnibus Incentive Compensation Plan (the "2024 Omnibus Plan"), the 2024 Director Equity Compensation Plan (the "2024 Director Plan") and the Sabre Corporation 2025 Omnibus Incentive Compensation Plan (the "2025 Omnibus Plan"). Our 2025 Omnibus Plan serves as a successor to the 2024 Omnibus Plan, 2023 Omnibus Plan, the 2021 Omnibus Plan, the 2019 Omnibus Plan, the 2016 Omnibus Plan, and the 2014 Omnibus Plan, and provides for the issuance of stock options, restricted shares, restricted stock units (“RSUs”), performance-based RSU awards (“PSUs”), cash incentive compensation and other stock-based awards. Our 2024 Director Plan serves as a successor to the 2022 Director Plan and the 2019 Director Plan, and provides for the issuance of RSUs, Deferred Stock Units ("DSUs"), and stock options to non-employee Directors. Outstanding awards under all plans continue to be subject to the terms and conditions of their respective plan.
We initially reserved 20,000,000 shares of our common stock for issuance under our 2025 Omnibus Plan. We added 19,295,404 shares that were reserved but not issued under the 2014 Omnibus, 2016 Omnibus Plan, 2019 Omnibus Plan, 2021 Omnibus Plan, 2023 Omnibus Plan, and 2024 Omnibus Plan to the 2025 Omnibus Plan reserves, for a total of 39,295,404 authorized shares of common stock for issuance under the 2025 Omnibus Plan. Time-based options generally vest over a three-year period, vesting in equal annual installments, and are exercisable for up to 10 years. RSUs generally vest over a three year period, vesting in equal annual installments, and PSUs generally cliff vest at the end of three years. Vesting of PSUs is dependent upon the achievement of certain company-based performance measures. Stock-based compensation expense for all awards totaled $46 million, $49 million and $47 million for the years ended December 31, 2025, 2024 and 2023, respectively.
The fair value of the stock options granted was estimated at the date of grant using the Black-Scholes option pricing model. For further details on these assumptions, see Note 1. Summary of Business and Significant Accounting Policies. No stock options were granted during the year ended December 31, 2025, 2024 and 2023.
The following table summarizes the stock option award activities under our outstanding equity-based compensation plans and agreements for the year ended December 31, 2025:
| Weighted-Average | |||||||||||||||||||||||
| Quantity | Exercise Price | Remaining Contractual Term (years) | Aggregate Intrinsic Value (in thousands) (1) | ||||||||||||||||||||
Outstanding at December 31, 2024 | 1,634,777 | $ | 12.01 | 4.6 | $ | — | |||||||||||||||||
| Cancelled | (36,775) | 9.16 | |||||||||||||||||||||
| Expired | (702,249) | 9.71 | |||||||||||||||||||||
Outstanding at December 31, 2025 | 895,753 | $ | 13.94 | 3.4 | $ | — | |||||||||||||||||
| Vested and exercisable at December 31, 2025 | 895,753 | $ | 13.94 | 3.4 | $ | — | |||||||||||||||||
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(1)Aggregate intrinsic value is calculated as the difference between the exercise price of the underlying stock options awards and the closing price of our common stock of $1.36 and $3.65 on December 31, 2025 and 2024, respectively. If the aggregate intrinsic value is negative, it is assigned a nil value.
There were no options exercised during the years ended December 31, 2025, 2024, and 2023. As of December 31, 2025, there was no unrecognized compensation expense associated with stock options.
The following table summarizes the activities for our RSUs for the year ended December 31, 2025:
| Quantity | Weighted-Average Grant Date Fair Value | ||||||||||
Unvested at December 31, 2024 | 27,002,281 | $ | 3.65 | ||||||||
| Granted | 16,589,006 | 2.94 | |||||||||
| Vested | (11,369,033) | 4.15 | |||||||||
| Forfeited | (5,401,756) | 3.16 | |||||||||
Unvested at December 31, 2025 | 26,820,498 | $ | 3.09 | ||||||||
The total fair value of RSUs vested, as of their respective vesting dates, was $47 million, $48 million, and $51 million during the years ended December 31, 2025, 2024 and 2023, respectively. As of December 31, 2025, approximately $57 million in unrecognized compensation expense associated with RSUs will be recognized over a weighted average period of 1.8 years.
The following table summarizes the activities for our PSUs for the year ended December 31, 2025:
| Quantity | Weighted-Average Grant Date Fair Value | ||||||||||
Unvested at December 31, 2024 | 9,198,596 | $ | 4.50 | ||||||||
| Granted | 6,105,713 | 3.08 | |||||||||
| Vested | (1,243,932) | 9.70 | |||||||||
| Forfeited | (2,474,441) | 3.66 | |||||||||
Unvested at December 31, 2025 | 11,585,936 | $ | 3.37 | ||||||||
About Stock Compensation Disclosures
Stock-based compensation disclosures detail the equity awards granted to employees and executives — including stock options, restricted stock units (RSUs), and performance shares — along with the valuation methods and assumptions used to expense them. This section reveals the true cost of talent retention and the alignment between management incentives and shareholder interests.
Key signals: total unrecognized compensation expense and its expected recognition period signal future earnings headwinds from already-granted awards. For stock options, examine Black-Scholes assumptions — expected volatility, risk-free rate, and expected term — as understating any of these reduces reported compensation expense. Compare stock compensation expense as a percentage of revenue against peers to assess dilution cost. Watch vesting schedules for acceleration clauses tied to change-of-control events. Performance-based awards with undemanding targets may indicate weak governance. Add back stock compensation to operating cash flow to calculate a more conservative free cash flow figure.