Sabre CFO reports RSU grants and tax share surrenders

Sabre Corp EVP and CFO Michael O. Randolfi reported stock-based compensation activity rather than open-market trading.

Rhea-AI Filing Summary

Sabre Corp EVP and CFO Michael O. Randolfi reported stock-based compensation activity rather than open-market trading. On 2026-05-15, he received two grants of common stock awards totaling 404,040 and 86,207 shares, recorded at $0.00 per share as equity compensation.

The filing also shows four dispositions labeled as tax-withholding events, where 33,923, 37,477, 37,692 and 36,841 shares of common stock were automatically surrendered to the issuer at $1.595 per share to cover tax obligations upon vesting of restricted share units and performance-based restricted share units granted on various prior dates. Footnotes explain that one new restricted share unit award vests 50% on 05/15/27 and 50% on 05/15/28, subject to his continued employment.

Insider Trade Summary

6 transactions reported

Mixed 6 txns

Insider Randolfi Michael O

Role EVP and CFO

Type	Security	Shares	Price	Value
Exercise Price or Tax Liability	Common Stock	36,841	$1.595	$59K
Exercise Price or Tax Liability	Common Stock	37,692	$1.595	$60K
Exercise Price or Tax Liability	Common Stock	37,477	$1.595	$60K
Grant/Award	Common Stock	86,207	$0.00	$0.00
Exercise Price or Tax Liability	Common Stock	33,923	$1.595	$54K
Grant/Award	Common Stock	404,040	$0.00	$0.00

Holdings After Transaction: Common Stock — 1,475,842 shares (Direct)

Footnotes (6)

1. F1. This transaction represents the automatic surrender of shares to the issuer upon vesting of restricted shares units granted on May 15, 2024 to satisfy the reporting person's tax withholding obligations.
2. F2. This transaction represents the automatic surrender of shares to the issuer upon vesting of restricted shares units granted on May 15, 2023 to satisfy the reporting person's tax withholding obligations.
3. F3. This transaction represents the automatic surrender of shares to the issuer upon vesting of restricted shares units granted on May 15, 2025 to satisfy the reporting person's tax withholding obligations.
4. F4. Represents performance-based restricted share units that have vested and are paid out in shares of common stock from a grant dated May 15, 2023.
5. F5. This transaction represents the automatic surrender of shares to the issuer upon vesting of performance-based restricted shares units granted on May 15, 2023 to satisfy the reporting person's tax withholding obligations.
6. F6. The reporting person received a grant of restricted share units on the transaction date. The restricted share units award vests as follows: 50% on the first anniversary of the date of grant (5/15/27) and 50% on the second anniversary of the date of grant (5/15/28), subject to the reporting person's continued employment with the Issuer through each vesting date.

Key Figures

RSU share grant 1: 404,040 shares RSU share grant 2: 86,207 shares Tax-withholding shares: 145,933 shares +2 more

5 metrics

RSU share grant 1 404,040 shares Common stock award granted on May 15, 2026

RSU share grant 2 86,207 shares Additional common stock award granted on May 15, 2026

Tax-withholding shares 145,933 shares Total shares surrendered for tax withholding across four F-code transactions

Tax-withholding price $1.595 per share Price used for automatic share surrenders to issuer

Shares after major grant 1,475,842 shares Direct common stock holdings after 404,040-share award transaction

Key Terms

restricted share units, performance-based restricted share units, tax withholding obligations, automatic surrender of shares, +1 more

5 terms

restricted share units financial

"upon vesting of restricted shares units granted on May 15, 2024"

Restricted share units (RSUs) are a promise from a company to give an employee or service provider actual shares or cash equal to the shares after certain conditions are met, typically staying with the company for a set time or hitting performance targets. Think of them like a time-locked gift card that becomes usable only after you’ve earned it. For investors, RSUs matter because they align employee incentives with company performance and can increase the number of shares outstanding over time, diluting existing ownership and affecting earnings per share.

performance-based restricted share units financial

"Represents performance-based restricted share units that have vested"

Performance-based restricted share units are promises to give company stock to employees or executives only if the business hits specified targets, such as revenue, profit or stock performance; think of them as a bonus paid in shares that only vests when certain goals are met. They matter to investors because they align management incentives with shareholder outcomes, can dilute share count when paid out, and reveal how leadership is being rewarded and what milestones the company expects to reach.

tax withholding obligations financial

"to satisfy the reporting person's tax withholding obligations"

automatic surrender of shares financial

"represents the automatic surrender of shares to the issuer"

vesting financial

"award vests as follows: 50% on the first anniversary"

Vesting is the process by which you earn full ownership of something, like company stock or a retirement benefit, over time. It’s like earning the right to keep a gift piece by piece the longer you stay with a company, making sure employees stay committed before they receive all the benefits.

FAQ

AI-generated questions and answers. How Rhea-AI works. Not financial advice.

What insider transactions did Sabre (SABR) report for CFO Michael Randolfi?

Sabre reported equity compensation activity for CFO Michael Randolfi, including grants of 404,040 and 86,207 common shares and several automatic share surrenders to cover tax withholding on vested restricted share units and performance-based awards, all dated May 15, 2026.

Were Sabre (SABR) CFO Michael Randolfi’s Form 4 transactions open-market buys or sells?

The transactions were not open-market buys or sells. They consist of stock grants recorded at zero price and automatic share surrenders to Sabre at $1.595 per share to satisfy tax withholding obligations tied to vesting equity awards previously granted.

How many Sabre (SABR) shares were granted to the CFO in this Form 4?

The Form 4 shows two acquisitions by grant: 404,040 common shares and 86,207 common shares. These represent restricted share unit and performance-based restricted share unit payouts and a new restricted share unit grant, rather than purchases on the open market.

What share price was used for Sabre (SABR) tax-withholding surrenders on the Form 4?

For each tax-withholding disposition, Sabre used a share price of $1.595. At that price, shares were automatically surrendered back to the company to cover the CFO’s tax obligations triggered when restricted and performance-based restricted share units vested into common stock.

How many Sabre (SABR) shares were surrendered for tax withholding by the CFO?

The Form 4 discloses four tax-withholding dispositions totaling 145,933 shares. Individual surrenders covered 33,923, 37,477, 37,692 and 36,841 shares, all described as automatic share surrenders to Sabre upon vesting of prior restricted and performance-based restricted share unit grants.

What is the vesting schedule of the new Sabre (SABR) restricted share unit grant?

The new restricted share unit grant vests 50% on May 15, 2027 and 50% on May 15, 2028. Vesting is subject to Michael Randolfi’s continued employment with Sabre through each vesting date, according to the detailed footnote included in the Form 4.

AI-generated analysis. How Rhea-AI works. Not financial advice.

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Accepted by SEC EDGAR 05/19/2026 - 04:10 PM EDT Learn about SEC filing dates

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).

Check this box to indicate that a transaction was made pursuant to a contract, instruction or written plan for the purchase or sale of equity securities of the issuer that is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c). See Instruction 10.

1. Name and Address of Reporting Person^*

Randolfi Michael O

(Last) (First) (Middle)

C/O SABRE CORPORATION

3150 SABRE DRIVE

(Street)

SOUTHLAKE TEXAS 76092

(City) (State) (Zip)

UNITED STATES

(Country)

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

2a. Foreign Trading Symbol

3. Date of Earliest Transaction (Month/Day/Year)
05/15/2026

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

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

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

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	05/15/2026		F(1)		36,841	D	$1.595	1,094,687	D
Common Stock	05/15/2026		F(2)		37,692	D	$1.595	1,056,995	D
Common Stock	05/15/2026		F(3)		37,477	D	$1.595	1,019,518	D
Common Stock	05/15/2026		A		86,207(4)	A	$0	1,105,725	D
Common Stock	05/15/2026		F(5)		33,923	D	$1.595	1,071,802	D
Common Stock	05/15/2026		A		404,040(6)	A	$0	1,475,842	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 granted on May 15, 2024 to satisfy the reporting person's tax withholding obligations.

2. This transaction represents the automatic surrender of shares to the issuer upon vesting of restricted shares units granted on May 15, 2023 to satisfy the reporting person's tax withholding obligations.

3. This transaction represents the automatic surrender of shares to the issuer upon vesting of restricted shares units granted on May 15, 2025 to satisfy the reporting person's tax withholding obligations.

4. Represents performance-based restricted share units that have vested and are paid out in shares of common stock from a grant dated May 15, 2023.

5. This transaction represents the automatic surrender of shares to the issuer upon vesting of performance-based restricted shares units granted on May 15, 2023 to satisfy the reporting person's tax withholding obligations.

6. The reporting person received a grant of restricted share units on the transaction date. The restricted share units award vests as follows: 50% on the first anniversary of the date of grant (5/15/27) and 50% on the second anniversary of the date of grant (5/15/28), subject to the reporting person's continued employment with the Issuer through each vesting date.

Remarks:

	/s/ Steve Milton, as attorney-in-fact for Michael Randolfi	05/19/2026
	** 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.
* Form 4: SEC 1474 (03-26)