Sabre (SABR) sells $150M 7% 2031 exchangeable notes to refinance 2026 debt

Rhea-AI Filing Summary

Sabre GLBL Inc., a wholly owned subsidiary of Sabre Corporation, has issued $150.0 million of 7.00% Exchangeable Senior Notes due 2031. The notes are senior unsecured obligations of Sabre GLBL and are fully and unconditionally guaranteed on a senior unsecured basis by Sabre and Sabre Holdings.

The notes pay 7.00% interest semi-annually beginning November 15, 2026 and mature on May 15, 2031, with investor exchange rights beginning upon certain events and becoming freely exercisable from November 15, 2030. The initial exchange rate is 447.2272 shares per $1,000 principal amount, implying an initial exchange price of approximately $2.24 per share, a 30.00% premium to the $1.72 share price on May 13, 2026.

Sabre used a portion of the proceeds to repurchase $100.0 million of its 7.32% exchangeable senior notes due 2026 at par plus interest and plans to use the remaining proceeds to retire the remaining $50.0 million of those notes, which the company states is expected to result in no incremental indebtedness from this transaction.

Insights

Capital structure strategist

Sabre refinances near-term exchangeable debt with longer-dated 7% notes.

Sabre GLBL is issuing $150.0 million of 7.00% Exchangeable Senior Notes due 2031, guaranteed by Sabre and Sabre Holdings. The economic intent is to push out the maturity of existing exchangeable notes while keeping overall debt roughly unchanged.

A portion of proceeds funds the repurchase of $100.0 million of 7.32% exchangeable notes due 2026, with the balance intended to retire the remaining $50.0 million. The initial exchange price of about $2.24 per share, a 30.00% premium to the $1.72 share price on May 13, 2026, concentrates potential dilution at higher equity levels. Actual impact on leverage and dilution will depend on future exchange, redemption and repurchase behavior.

8-K Event Classification

6 items: 1.01, 2.03, 3.02, 7.01, 8.01, 9.01

6 items

Item 1.01 Entry into a Material Definitive Agreement Business

The company signed a significant contract such as a merger agreement, credit facility, or major partnership.

Item 2.03 Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement Financial

The company incurred a new significant debt or off-balance-sheet obligation.

Item 3.02 Unregistered Sales of Equity Securities Securities

The company sold equity securities in a private placement or other unregistered transaction.

Item 7.01 Regulation FD Disclosure Disclosure

Material non-public information disclosed under Regulation Fair Disclosure, often investor presentations or guidance.

Item 8.01 Other Events Other

Voluntary disclosure of events the company deems important to shareholders but not covered by other items.

Item 9.01 Financial Statements and Exhibits Exhibits

Financial statements, pro forma financial information, and exhibit attachments filed with this report.

Key Figures

New exchangeable notes issued: $150.0 million principal Coupon rate: 7.00% per year Maturity date: May 15, 2031 +5 more

8 metrics

New exchangeable notes issued $150.0 million principal 7.00% Exchangeable Senior Notes due 2031 issued by Sabre GLBL

Coupon rate 7.00% per year Interest on New Exchangeable Notes, paid semi-annually

Maturity date May 15, 2031 Stated maturity of New Exchangeable Notes

Initial exchange rate 447.2272 shares per $1,000 Common stock exchange rate for New Exchangeable Notes

Initial exchange price $2.24 per share Implied by initial exchange rate; 30.00% premium to $1.72

Existing notes repurchase $100.0 million principal 7.32% exchangeable senior notes due 2026 repurchased at par

Remaining existing notes targeted $50.0 million principal Existing Exchangeable Notes Sabre intends to retire over time

Conversion premium 30.00% Premium of $2.24 exchange price over $1.72 share price on May 13, 2026

Key Terms

Exchangeable Senior Notes, Fundamental Change, Make-Whole Fundamental Change, qualified institutional buyers, +2 more

6 terms

Exchangeable Senior Notes financial

"issued $150.0 million aggregate principal amount of 7.00% Exchangeable Senior Notes due 2031"

Exchangeable senior notes are loans a company issues that promise regular interest payments and have priority over other debts, but can be swapped by the holder for shares of a different company. Think of it as lending money with an option to trade the loan for someone else’s stock; investors weigh the steady income and higher repayment priority against the chance of receiving shares that dilute ownership or fluctuate in value. These features affect a company’s credit risk, potential dilution, and appeal to different investors.

Fundamental Change financial

"upon any future occurrence of a “Fundamental Change” (as defined in the New Exchangeable Notes Indenture)"

A fundamental change is a major shift in how a company or economy operates, like a new technology or a big change in leadership. It matters because such changes can affect the value or stability of investments, making them more or less attractive. Think of it like a major upgrade or shift in the rules of a game that can change the outcome.

Make-Whole Fundamental Change financial

"If a “Make-Whole Fundamental Change” (as defined in the New Exchangeable Notes Indenture) occurs"

A make-whole fundamental change is a contract clause that requires a company to compensate holders of certain securities (often convertible bonds or preferred shares) if a big event—like a merger, acquisition, or restructuring—removes or reduces the holders’ expected future benefits. Think of it as a shortcut payment that aims to leave investors financially ‘whole’ for lost upside or income, and it matters because it affects how much those investors get paid and how much such an event will cost the company.

qualified institutional buyers financial

"with certain investors who are institutional “accredited investors” ... and “qualified institutional buyers”"

Qualified institutional buyers are large organizations, like big investment firms or banks, that are allowed to buy certain types of investment opportunities not available to everyday investors. Their size and experience matter because it ensures they understand and can handle complex financial deals, making markets more efficient and secure.

private placement financial

"were issued by Sabre GLBL in a private placement in reliance on the exemption"

A private placement is a way for companies to raise money by selling securities directly to a small group of investors instead of through a public offering. This process is often quicker and less regulated, making it similar to offering a special, exclusive investment opportunity to select individuals or institutions. For investors, it can provide access to unique investment options that are not available on public markets.

repurchase price financial

"may require Sabre GLBL to repurchase for cash ... at a repurchase price equal to 100% of the principal amount"

Repurchase price is the amount a company or counterparty pays to buy back a security, typically a share of stock or a bond, from the holder. Think of it like a store offering to buy back a product at a set sticker price; that number tells investors how much cash the seller will receive and how much the buyer must spend. It matters because the repurchase price affects a company’s cash position, the number of shares outstanding and therefore per-share earnings and ownership percentages, so it can change the value and returns for existing investors.

Understanding 8-K Material Events →

Sabre Corp false 0001597033 0001597033 2026-05-13 2026-05-13

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): May 13, 2026

SABRE CORPORATION

(Exact name of registrant as specified in its charter)

Delaware		001-36422		20-8647322
(State or other jurisdiction of incorporation or organization)		(Commission File Number)		(IRS Employer Identification No.)

3150 Sabre Drive Southlake, TX		76092
(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:

☐ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:

Title of Each Class		Trading Symbol		Name of each exchange on which registered
Common Stock, $.01 par value		SABR		The NASDAQ Stock Market LLC

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 an 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 1.01 Entry into a Material Definitive Agreement

On May 18, 2026, Sabre GLBL Inc. (“Sabre GLBL”), a wholly-owned subsidiary of Sabre Corporation (“Sabre”), issued $150.0 million aggregate principal amount of 7.00% Exchangeable Senior Notes due 2031 (the “New Exchangeable Notes”) under an indenture, dated May 18, 2026 (the “New Exchangeable Notes Indenture”), among Sabre GLBL, as issuer, and Sabre and Sabre Holdings Corporation (“Sabre Holdings”), as guarantors, and U.S. Bank Trust Company, National Association, as trustee.

The New Exchangeable Notes are senior, unsecured obligations of Sabre GLBL and are guaranteed on a senior unsecured basis by Sabre and Sabre Holdings. The New Exchangeable Notes will pay interest semi-annually in arrears on May 15 and November 15 of each year, beginning on November 15, 2026, at a rate of 7.00% per year, and will mature on May 15, 2031, unless earlier repurchased or exchanged. Before November 15, 2030, holders have the right to exchange their New Exchangeable Notes only upon the occurrence of certain events. From and after November 15, 2030, holders may exchange their New Exchangeable Notes at any time at their election until the close of business on the second scheduled trading day immediately before May 15, 2031. Sabre GLBL will have the right to elect to settle exchanges in cash, shares of Sabre’s common stock or in a combination of cash and Sabre’s common stock at Sabre GLBL’s election. The initial exchange rate per $1,000 principal amount of New Exchangeable Notes is 447.2272 shares of Sabre’s common stock, which represents an initial exchange price of approximately $2.24 per share of Sabre’s common stock. The exchange rate and exchange price are subject to adjustment upon the occurrence of certain events. The New Exchangeable Notes will not be redeemable prior to May 21, 2029. On or after May 21, 2029, Sabre GLBL may redeem for cash all or any portion of the New Exchangeable Notes at a redemption price equal to 100% of the principal amount of the New Exchangeable Notes to be redeemed, plus accrued and unpaid interest to, but excluding, the redemption date, if the last reported sale price of Sabre’s common stock exceeds 130% of the exchange price then in effect for a specified period of time ending on, and including, the trading day immediately before the date Sabre GLBL provides the notice of redemption, and subject to the other limitations and conditions set forth in the New Exchangeable Note Indenture.

Holders of New Exchangeable Notes may require Sabre GLBL to repurchase for cash all or any portion of their New Exchangeable Notes on May 15, 2029, at a repurchase price equal to 100% of the principal amount of the New Exchangeable Notes to be repurchased, plus accrued and unpaid interest to, but excluding, the date of repurchase. In addition, upon any future occurrence of a “Fundamental Change” (as defined in the New Exchangeable Notes Indenture), holders may require Sabre GLBL to repurchase their New Exchangeable Notes at a price equal to principal amount plus accrued and unpaid interest. If a “Make-Whole Fundamental Change” (as defined in the New Exchangeable Notes Indenture) occurs with respect to any New Exchangeable Note and the exchange date for the exchange of such New Exchangeable Note occurs during the related “Make-Whole Fundamental Change Exchange Period” (as defined in the New Exchangeable Notes Indenture), then, subject to the provisions set forth in the New Exchangeable Notes Indenture, the exchange rate applicable to such exchange will be increased by a number of shares set forth in the table contained in the New Exchangeable Notes Indenture.

This description of the New Exchangeable Notes Indenture and the New Exchangeable Notes does not purport to be complete and is qualified in its entirety by reference to the New Exchangeable Notes Indenture and the form of the New Exchangeable Notes, which are attached to this Current Report on Form 8-K as Exhibits 4.1 and 4.2, respectively, and are incorporated herein by reference.

Item 2.03 Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant.

The disclosure set forth under Item 1.01 above is incorporated herein by reference.

Item 3.02 Unregistered Sales of Equity Securities.

The information set forth in Item 8.01 of this Current Report on Form 8-K is incorporated herein by reference.

The New Exchangeable Notes were issued by Sabre GLBL in a private placement in reliance on the exemption from registration provided by Section 4(a)(2) of the Securities Act of 1933, as amended (the “Securities Act”). Sabre relied on this exemption from registration based in part on representations made by the investors purchasing the New Exchangeable Notes in the Purchase Agreements (as defined below) governing the issuance. At the initial

exchange rate, if all New Exchangeable Notes were exchanged and settled solely through delivery of shares of common stock, this would result in the issuance of 67,084,080 shares of Sabre’s common stock (or 87,209,295 shares if the exchange rate were increased by the maximum potential amount upon the occurrence of a “Make-Whole Fundamental Change” (as defined in the New Exchangeable Notes Indenture)). Additional information pertaining to the New Exchangeable Notes and the shares of Sabre’s common stock issuable upon exchange of the New Exchangeable Notes is contained in Item 1.01 above and is incorporated herein by reference.

Item 8.01 Other Events.

On May 13, 2026, Sabre, Sabre Holdings and Sabre GLBL entered into privately-negotiated purchase agreements (the “Purchase Agreements”) with certain investors who are institutional “accredited investors” (within the meaning of Rule 501 promulgated under the Securities Act) and “qualified institutional buyers” (as defined in Rule 144A under the Securities Act). Certain of these investors are existing stockholders of Sabre.

Sabre used a portion of the net proceeds of the issuance of the New Exchangeable Notes to fund the repurchase of $100.0 million in aggregate principal amount of Sabre GLBL’s outstanding 7.32% exchangeable senior notes due 2026 (the “Existing Exchangeable Notes”), at par plus accrued and unpaid interest. Sabre intends to use the remaining net proceeds to repay, repurchase or otherwise retire from time to time the remaining $50.0 million of Existing Exchangeable Notes outstanding.

On May 14, 2026, Sabre issued a press release announcing entry into the Purchase Agreements (as defined below). A copy of the press release is attached hereto as Exhibit 99.1 and is incorporated by reference into this Item 7.01.

Forward-Looking Statements

Statements made in this Current Report on Form 8-K that are not descriptions of historical facts are forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995 and are based on management’s current expectations and assumptions and are subject to risks and uncertainties. Any statements that are not historical or current facts are forward-looking statements. In many cases, you can identify forward-looking statements by terms such as “expect,” “guidance,” “outlook,” “trend,” “pro forma,” “on course,” “on track,” “target,” “potential,” “benefit,” “goal,” “believe,” “plan,” “confident,” “anticipate,” “indicate,” “trend,” “position,” “optimistic,” “will,” “forecast,” “continue,” “strategy,” “estimate,” “project,” “may,” “should,” “would,” “intend,” or the negative of these terms or other comparable terminology. Forward-looking statements involve known and unknown risks, uncertainties and other factors that may cause our actual results, performance or achievements to be materially different from any future results, performances or achievements expressed or implied by the forward-looking statements. More information about potential risks and uncertainties that could materially 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 for the quarter ended March 31, 2026, filed with the SEC on May 7, 2026, and our Annual Report on Form 10-K for the year ended December 31, 2025, filed with the SEC on February 18, 2026 and in our other filings with the SEC. 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, we undertake no obligation to publicly update or revise any forward-looking statements to reflect circumstances or events after the date they are made.

Item 9.01 Financial Statements and Exhibits

(d) Exhibits

4.1		Indenture, dated as of May 18, 2026, among Sabre GLBL Inc., Sabre Corporation and Sabre Holdings, and U.S. Bank Trust Company, National Association, as trustee.
4.2		Form of 7.00% Exchangeable Senior Notes due 2031 (included in Exhibit 4.1).
99.1		Press Release dated May 14, 2026.
104		Cover Page Interactive Data File-formatted as Inline XBRL.

SIGNATURE

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.

Dated: May 19, 2026

Sabre Corporation
By:		/s/ Rochelle Boas
Name:		Rochelle Boas
Title:		Executive Vice President and Chief Legal Officer

Exhibit 99.1

Sabre Announces Issuance of $150.0 Million of 7.00% Exchangeable Senior Notes due 2031

SOUTHLAKE, Texas—May 14, 2026—Sabre Corporation (“Sabre”) today announced the issuance of a new series of 7.00% Exchangeable Senior Notes due 2031 in an aggregate principal amount of $150.0 million (the “New Exchangeable Notes”) by Sabre GLBL Inc., its wholly-owned subsidiary (“Sabre GLBL”), that will be fully and unconditionally guaranteed by Sabre and Sabre Holdings Corporation, its wholly-owned subsidiary (“Sabre Holdings” and, together with Sabre and Sabre GLBL, the “Sabre Entities”).

As part of the transaction, the Sabre Entities have entered into privately negotiated purchase agreements (the “Purchase Agreements”) with certain investors who are qualified institutional buyers pursuant to Rule 144A under the Securities Act of 1933, as amended (the “Securities Act”), and institutional accredited investors. Certain of these investors are existing stockholders of Sabre. Pursuant to the Purchase Agreements, the investors will purchase $150.0 million in aggregate principal amount of New Exchangeable Notes for gross proceeds to Sabre GLBL of $150.0 million. Substantially concurrently with the issuance of the New Exchangeable Notes, the Sabre Entities intend to use a portion of the net proceeds to fund the repurchase of $100.0 million in aggregate principal amount of Sabre GLBL’s outstanding 7.32% exchangeable senior notes due 2026 (the “Existing Exchangeable Notes”), at par plus accrued and unpaid interest. The Sabre Entities intend to use the remaining net proceeds to repay, repurchase or otherwise retire from time to time the remaining Existing Exchangeable Notes, ultimately resulting in no incremental indebtedness being incurred as a result of this transaction.

The issuance of the New Exchangeable Notes is expected to settle on or about May 18, 2026, subject to customary closing conditions.

The New Exchangeable Notes will be senior, unsecured obligations of Sabre GLBL. The New Exchangeable Notes will accrue interest payable semi-annually in arrears on May 15 and November 15 of each year, beginning on November 15, 2026, at a rate of 7.00% per year. The New Exchangeable Notes will mature on May 15, 2031 (the “Maturity Date”), unless earlier repurchased, redeemed or exchanged. Before November 15, 2030, noteholders will have the right to exchange their New Exchangeable Notes only upon the occurrence of certain events. From and after November 15, 2030, noteholders may exchange their New Exchangeable Notes at any time at their election until the close of business on the second scheduled trading day immediately before the Maturity Date. Sabre GLBL will have the right to elect to settle exchanges in cash, shares of Sabre’s common stock, $0.01 par value per share (the “Common Stock”), or in a combination of cash and Common Stock at Sabre GLBL’s election. Upon exchange of any New Exchangeable Note, the exchange value will be determined over a period of multiple trading days. The initial exchange rate is 447.2272 shares of Common Stock per $1,000 principal amount of the New Exchangeable Notes, which represents an initial exchange price of approximately $2.24 per share of Common Stock. The initial exchange price represents a premium of approximately 30.00% over the last reported sale price of $1.72 per share of Common Stock on May 13, 2026. The exchange rate and exchange price will be subject to adjustment upon the occurrence of certain events. Subject to certain conditions and limitations, on or after May 21, 2029, Sabre GLBL may redeem for cash all or any portion of the New Exchangeable Notes at a redemption price equal to 100% of the principal amount of the New Exchangeable Notes to be redeemed, plus accrued and unpaid interest to, but excluding, the redemption date, if the last reported sale price of the Common Stock has been at least 130% of the exchange price then in effect for a specified period of time ending on, and including, the trading day immediately before the date Sabre GLBL provides the notice of redemption.

- 1 -

Holders of New Exchangeable Notes may require Sabre GLBL to repurchase for cash all or any portion of their New Exchangeable Notes on May 15, 2029, at a repurchase price equal to 100% of the principal amount of the New Exchangeable Notes to be repurchased, plus accrued and unpaid interest to, but excluding, the date of repurchase. In addition, if a “Fundamental Change” (as will be defined in the indenture for the New Exchangeable Notes) occurs, then, subject to a limited exception, holders of the New Exchangeable Notes may require Sabre GLBL to repurchase their New Exchangeable Notes for cash. The repurchase price will be equal to the principal amount of the New Exchangeable Notes to be repurchased, plus accrued and unpaid interest, if any, to, but excluding, the applicable repurchase date.

In connection with the issuance of the New Exchangeable Notes, Sabre expects that initial holders of the New Exchangeable Notes may seek to sell shares of Common Stock and/or enter into various derivative positions with respect to shares of Common Stock to establish hedge positions with respect to the New Exchangeable Notes. This activity could decrease (or reduce the size of any increase in) the market price of shares of Common Stock, the Existing Exchangeable Notes or the New Exchangeable Notes at that time.

The issuance of the New Exchangeable Notes and any shares of Common Stock deliverable upon exchange of the New Exchangeable Notes have not been, and will not be, registered under the Securities Act or any other securities laws, and the New Exchangeable Notes and any such shares of Common Stock cannot be offered or sold except pursuant to an exemption from, or in a transaction not subject to, the registration requirements of the Securities Act and any other applicable securities laws. This press release does not constitute an offer to sell, or the solicitation of an offer to buy, the New Exchangeable Notes or any shares of Common Stock deliverable upon exchange of the New Exchangeable Notes, nor will there be any sale of the New Exchangeable Notes or any such shares of Common Stock, in any state or other jurisdiction in which such offer, sale or solicitation would be unlawful.

Forward-Looking Statements

This press release includes forward-looking statements about trends, future events, uncertainties and our plans and expectations of what may happen in the future. Any statements that are not historical or current facts are forward-looking statements. In many cases, you can identify forward-looking statements by terms such as “outlook,” “pro forma,” “believe,” “momentum,” “confidence,” “position,” “plan,” “expect,” “encouraged,” “focus,” “optimistic,” “anticipate,” “will,” “long-term,” “sustainable,” “growth,” “accelerate,” “potential,” “opportunity,” “goal,” “estimate,” “commitment,” “temporary,” “continue,” “progress,” “possible,” “outcome,” “assume,” “challenge,” “enhance,” “guidance,” “strategy,” “on track,” “objective,” “target,” “pipeline,” “trajectory,” “benefit,” “forecast,” “estimate,” “project,” “may,” “should,” “would,” “intend,” or the negative of these terms, where applicable, or other comparable terminology, including statements relating to the consummation of the issuance of the New Exchangeable Notes.

- 2 -

Forward-looking statements involve known and unknown risks, uncertainties and other factors that may cause our actual results, performance or achievements to be materially different from any future results, performances or achievements expressed or implied by the forward-looking statements. More information about the 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 Annual Report on Form 10-K for the year ended December 31, 2025, 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, we undertake no obligation to publicly update or revise any forward-looking statements to reflect circumstances or events after the date they are made.

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.

SABR-F

Contacts:

Media		Investors
Cassidy Smith-Broyles cassidy.smith-broyles@sabre.com sabrenews@sabre.com		Roushan Zenooz sabre.investorrelations@sabre.com

- 3 -

FAQ

What kind of notes did Sabre (SABR) recently issue and in what amount?

Sabre GLBL Inc. issued $150.0 million of 7.00% Exchangeable Senior Notes due 2031. These are senior unsecured obligations of Sabre GLBL, fully and unconditionally guaranteed by Sabre Corporation and Sabre Holdings, and were sold in a private placement.

What is the interest rate and maturity of Sabre’s new exchangeable notes?

The new notes carry a fixed 7.00% annual interest rate and mature on May 15, 2031. Interest is payable semi-annually in arrears on May 15 and November 15 of each year, beginning November 15, 2026, unless the notes are earlier repurchased, redeemed, or exchanged.

How will Sabre use the $150.0 million raised from the new notes?

Sabre used part of the proceeds to repurchase $100.0 million of its 7.32% exchangeable senior notes due 2026 at par plus interest. It intends to use remaining proceeds to repay, repurchase or retire the remaining $50.0 million of those existing exchangeable notes.

What is the initial exchange rate and implied price for Sabre’s new exchangeable notes?

Each $1,000 principal amount is initially exchangeable into 447.2272 shares of common stock, implying an initial exchange price of approximately $2.24 per share. This represents a 30.00% premium to Sabre’s $1.72 share price on May 13, 2026.

When can holders exchange or require repurchase of Sabre’s new notes?

Before November 15, 2030, holders may exchange only upon specified events; afterwards, they may exchange at any time until shortly before maturity. Holders can also require Sabre GLBL to repurchase notes on May 15, 2029 or upon a defined Fundamental Change, at 100% of principal plus accrued interest.

Can Sabre redeem the new exchangeable notes before maturity?

On or after May 21, 2029, Sabre GLBL may redeem all or part of the notes for cash at 100% of principal plus accrued interest. This is allowed only if Sabre’s share price has been at least 130% of the exchange price for a specified period and certain conditions are met.

Filing Exhibits & Attachments

5 documents

Press Releases

• EX-99.1 EX-99.1 13.9 KB

Other Documents

• EX-4.1 EX-4.1 642.4 KB
• EX-101 XBRL TAXONOMY EXTENSION SCHEMA 3.1 KB
• EX-101 XBRL TAXONOMY EXTENSION LABEL LINKBASE 16.8 KB
• EX-101 XBRL TAXONOMY EXTENSION PRESENTATION LINKBASE 10.6 KB