[8-K] Sabre Corporation Reports Material Event

Rhea-AI Filing Summary

Sabre Corporation (NASDAQ: SABR) filed an 8-K to disclose the completion of a $1.1 billion all-cash divestiture of its Hospitality Solutions business on 3 July 2025. The transaction was executed through Sabre GLBL Inc. and Sabre HS Inc. under a Stock Purchase Agreement dated 27 April 2025 with Whitney Merger Sub, Inc. The cash consideration is subject to customary post-closing adjustments.

Key accompanying disclosures:

• Executive change: Scott Wilson, EVP and President of Hospitality Solutions, received a one-time cash bonus of $5.3 million upon closing and has terminated employment; all of his unvested Sabre equity awards have expired.
• Investor communications: A press release announcing the closing (Exhibit 99.1) was furnished under Item 7.01 and is expressly not deemed “filed” for Exchange Act purposes.
• Pro-forma data: Unaudited pro-forma financial statements reflecting the divestiture (balance sheet as of 31 March 2025 and operating results for FY 2022-2024 plus Q1 2025) were previously provided in the company’s 8-K of 19 May 2025; management states there have been no material changes to that information.

The filing focuses solely on the consummation of the asset disposition, related executive compensation, and confirms availability of pro-forma financials to aid investors in evaluating Sabre’s post-transaction profile.

Positive

• $1.1 billion cash proceeds from the sale provide immediate liquidity and balance-sheet flexibility.
• Transaction closure removes execution risk associated with the previously announced divestiture.
• Unaudited pro-forma financials already available, giving investors transparency into post-deal figures.

Negative

• Company exits Hospitality Solutions business, reducing operational diversification.
• One-time $5.3 million executive bonus and termination may be viewed as incremental expense.

Insights

M&A Specialist

TL;DR Sabre pockets $1.1 bn cash by selling its Hospitality Solutions arm; strategic portfolio reshaping completed.

The 8-K confirms closing of a sizeable divestiture at an enterprise value of approximately $1.1 billion in cash, signalling that negotiations reached the anticipated consideration without noted adjustments. Cash proceeds strengthen Sabre’s liquidity and provide optionality for debt reduction or investment, although the filing does not specify intended use. Executive separation costs are limited to a $5.3 million bonus, immaterial versus proceeds. Pro-forma statements have been on file since May and remain unchanged, indicating no last-minute deal alterations. From an M&A standpoint, execution risk is now removed, and investors can focus on Sabre’s streamlined core travel technology operations.

Financial Analyst

TL;DR Cash inflow is material; loss of a business segment changes revenue mix and warrants model updates.

With Hospitality Solutions now divested, Sabre exits a vertical that historically contributed a meaningful share of revenue (exact figures not in this filing). The $1.1 billion gross cash inflow will flow through the balance sheet; investors should consult the May pro-forma exhibits for revised leverage and EBITDA metrics. The executive departure incurs a one-time $5.3 million charge and eliminates future equity dilution tied to Mr. Wilson’s forfeited awards. No forward-looking statements were provided, so earnings impact must be inferred from the pro-forma schedules. Overall, the event is financially positive due to sizable cash consideration and clearer strategic focus, but loss of segment diversification could affect long-term growth profiles.

Sabre Corp false 0001597033 0001597033 2025-07-03 2025-07-03

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): July 3, 2025

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 2.01 Completion of Acquisition or Disposition of Assets.

On July 3, 2025, Sabre GLBL Inc. (“Sabre GLBL”), a Delaware corporation and a wholly owned subsidiary of Sabre Corporation, a Delaware corporation (“Sabre,” the “Company,” “we,” “us,” or “our”), Sabre HS Inc., a Delaware corporation (“Sabre HS”), and Whitney Merger Sub, Inc., a Delaware corporation (“Buyer”), consummated the previously announced disposition of Sabre’s hospitality solutions business to Buyer in exchange for an aggregate cash purchase price amount of approximately $1,100,000,000, subject to customary purchase price adjustments (the “Disposition”), pursuant to the Stock Purchase Agreement, dated April 27, 2025, by and among Buyer, Sabre GLBL, the Company and Sabre HS (the “Purchase Agreement”).

The foregoing description of the Disposition and the Purchase Agreement and the transactions contemplated thereby does not purport to be complete and is subject to, and qualified in its entirety by, reference to the Purchase Agreement, which was filed as Exhibit 2.1 to the Company’s Current Report on Form 8-K filed with the Securities and Exchange Commission on April 28, 2025 and is incorporated by reference herein.

Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

On July 3, 2025, the Company approved a one-time cash bonus payment of $5,300,000 to Scott Wilson, Executive Vice President, Sabre and President, Hospitality Solutions, which was contingent upon the consummation of the Disposition. In accordance with the terms of the Purchase Agreement, Mr. Wilson’s employment with the Company has terminated. As a result of his termination of employment, Mr. Wilson’s outstanding unvested equity awards from the Company expired.

Item 7.01 Regulation FD Disclosure.

On July 7, 2025, the Company issued a press release announcing the consummation of the Disposition. A copy of the press release announcing the proposed transaction is furnished herewith as Exhibit 99.1 and is incorporated herein by reference.

The information in this Item 7.01, including Exhibit 99.1, is being furnished and shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities of such section. The information in this Item 7.01, including the exhibits incorporated by reference herein, shall not be incorporated by reference into any filing under the Securities Act of 1933, as amended (the “Securities Act”), regardless of any incorporation by reference language in any such filing, except as shall be expressly set forth by specific reference in such a filing. The furnishing of the press release is not intended to, and does not, constitute a determination or admission by the Company that the information in the press release is material or complete, or that investors should consider this information before making an investment decision with respect to any security of the Company or any of its affiliates.

Item 9.01. Financial Statements and Exhibits.

(b) Pro forma financial information

Exhibit 99.1 to the Company’s Current Report on Form 8-K filed with the SEC on May 19, 2025, which is incorporated herein by reference, contains the unaudited pro forma consolidated balance sheet of the Company reflecting the Disposition as of March 31, 2025 and the unaudited pro forma statement of operations for the years ended December 31, 2024, 2023 and 2022 and the three months ended March 31, 2025, and the notes related thereto (collectively, the “Unaudited Pro Forma Information”). There have been no material changes to the Unaudited Pro Forma Information.

(d) Exhibits

99.1		Press Release dated July 7, 2025.
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
Date: July 7, 2025				By:		/s/ Rochelle Boas
				Name:		Rochelle Boas
				Title:		Executive Vice President and Chief Legal Officer

FAQ

How much cash did Sabre (SABR) receive from the Hospitality Solutions sale?

Sabre received an aggregate cash purchase price of approximately $1.1 billion, subject to customary adjustments.

Which Sabre executive is departing as a result of the divestiture?

Scott Wilson, Executive Vice President and President of Hospitality Solutions, ended his employment upon closing and received a $5.3 million bonus.

Where can investors find pro-forma financial statements reflecting the disposition?

Unaudited pro-forma balance sheet and income statements were filed as Exhibit 99.1 to Sabre’s 8-K on 19 May 2025.

Is the July 7, 2025 press release considered filed under the Exchange Act?

No. The press release furnished as Exhibit 99.1 is not deemed “filed” and is excluded from Exchange Act liability.

What stock exchange lists Sabre’s common shares?

Sabre’s common stock trades on The NASDAQ Stock Market LLC under the ticker SABR.