SABR Form 4: CFO Vesting Triggers 98k Share Payout; Tax Surrenders Reported

Rhea-AI Filing Summary

Sabre Corp (SABR) insider activity: Michael O. Randolfi, SabreEVP and CFO, reported multiple transactions on 09/15/2025 related to the vesting and settlement of restricted share units. He acquired 98,253 shares as payout of performance-based restricted share units from a 09/15/2022 grant, increasing his beneficial ownership to 1,170,191 shares (direct). Simultaneously, two automatic share surrenders occurred to satisfy tax-withholding: 14,320 shares and 38,663 shares were surrendered at an indicated price of $1.92 per share. The filing was signed by an attorney-in-fact on 09/17/2025.

Insights

Financial Analyst

TL;DR: Routine executive equity vesting with partial share surrender for taxes; net increase in holdings but not a directional trading signal.

The Form 4 shows performance-based RSUs from a 2022 grant vesting and being paid out in common stock, a common compensation event. The net effect is an increase in direct beneficial ownership from the reported disposals and acquisition combined (ending at 1,170,191 shares). The two surrenders at $1.92 each are explicitly for tax withholding, which is standard and not evidence of voluntary sell decisions. For investors, this is a compensation/settlement disclosure rather than a liquidity-driven sale.

Corporate Governance Expert

TL;DR: Disclosure is compliant and clear: vesting, payout, and tax withholding are documented; no governance red flags evident.

The filing identifies the reporting persons role as EVP and CFO and provides specific codes and explanatory remarks that tie disposals to tax withholding on vested restricted share units. The use of an attorney-in-fact signature is noted and accompanied by a date. There are no indications of irregular transactions, pledges, or derivative exercises. This appears to be routine executive compensation administration.

SEC Form 4

FORM 4

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940

OMB APPROVAL

OMB Number:			3235-0287
Estimated average burden
hours per response:			0.5

Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

1. Name and Address of Reporting Person^*

Randolfi Michael O

(Last) (First) (Middle)

C/O SABRE CORPORATION

3150 SABRE DRIVE

(Street)

SOUTHLAKE TX 76092

(City) (State) (Zip)

2. Issuer Name and Ticker or Trading Symbol
Sabre Corp [ SABR ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

	Director		10% Owner
X	Officer (give title below)		Other (specify below)
	EVP and CFO

3. Date of Earliest Transaction (Month/Day/Year)
09/15/2025

4. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	3. Transaction Code (Instr. 8)		4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5)			5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)	6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
			Code	V	Amount	(A) or (D)	Price
Common Stock	09/15/2025		F(1)		14,320	D	$1.92	1,071,938	D
Common Stock	09/15/2025		A		98,253(2)	A	$1.92	1,170,191	D
Common Stock	09/15/2025		F(3)		38,663	D	$1.92	1,131,528	D

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	4. Transaction Code (Instr. 8)		5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)		6. Date Exercisable and Expiration Date (Month/Day/Year)		7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4)		8. Price of Derivative Security (Instr. 5)	9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)	10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
				Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares

Explanation of Responses:

1. This transaction represents the automatic surrender of shares to the Issuer upon vesting of restricted shares units to satisfy the Reporting Person's tax withholding obligations.

2. Represents performance-based restricted share units that have vested and are paid out in shares of common stock from a grant dated September 15, 2022.

3. This transaction represents the automatic surrender of shares to the Issuer upon vesting of performance-based restricted shares units to satisfy the Reporting Person's tax withholding obligations.

Remarks:

	/s/ Steve Milton, as attorney-in-fact for Michael Randolfi	09/17/2025
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 4 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.

FAQ

What transactions did Michael Randolfi report on SABR Form 4?

He reported the vesting payout of 98,253 performance-based RSU shares and two automatic surrenders of 14,320 and 38,663 shares for tax withholding, all dated 09/15/2025.

How many shares does Randolfi beneficially own after these transactions?

The filing shows 1,170,191 shares beneficially owned following the reported acquisition.

Why were shares surrendered in the Form 4 filing?

The remarks state those transactions are automatic surrenders to satisfy tax withholding obligations upon RSU vesting.

What price was reported for the surrendered shares?

The surrendered shares are reported at a price of $1.92 per share.

Who signed the Form 4 and when?

The form was signed by Steve Milton as attorney-in-fact for Michael Randolfi on 09/17/2025.