SABR divests Hospitality unit for $1.1 bn cash; 8-K details executive exit

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[8-K] Sabre Corporation Reports Material Event

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[8-K] Sabre Corporation Reports Material Event

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[8-K] Sabre Corporation Reports Material Event

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M&A Specialist positive

Financial Analyst positive

FAQ

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

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

Q: What stock exchange lists Sabre鈥檚 common shares?

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

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

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

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

What stock exchange lists Sabre鈥檚 common shares?

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

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

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

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

What stock exchange lists Sabre鈥檚 common shares?

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

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

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

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

What stock exchange lists Sabre鈥檚 common shares?

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

No. The press release furnished as Exhibit 99.1 is not deemed 鈥渇iled鈥� and is excluded from Exchange Act liability.

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

Filing Impact

(Moderate)

Filing Sentiment

(Neutral)

Form Type

8-K

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 鈥渇iled鈥� 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鈥檚 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鈥檚 post-transaction profile.

Sabre Corporation (NASDAQ: SABR)鞚€ 2025雲� 7鞗� 3鞚� 鞛愲 鞛愳偓鞚� Hospitality Solutions 靷梾攵€毳� 11鞏� 雼煬鞝勳暋順勱笀毵り皝 鞕勲毳� 鞎岆Μ旮� 鞙勴暣 8-K 氤搓碃靹滊ゼ鞝滌稖頄堨姷雼堧嫟. 鞚� 瓯半灅電� 2025雲� 4鞗� 27鞚检瀽欤检嫕毵るГ瓿勳暯鞐� 霐半澕 Sabre GLBL Inc.鞕€ Sabre HS Inc.毳� 韱淀暣 Whitney Merger Sub, Inc.鞕€ 觳搓舶霅橃棃鞀惦媹雼�. 順勱笀雽€旮堨潃韱奠儊鞝侅澑膦呺 頉� 臁办爼雽€靸侅瀰雼堧嫟.

欤检殧霃欕皹瓿奠嫓雮挫毄:

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韴瀽鞛� 旎る雼堨紑鞚挫厴: 膦呺毳� 鞎岆Μ電� 氤措弰鞛愲(觳秬氍胳劀 99.1)臧€ 頃 7.01鞐� 霐半澕鞝滌稖霅橃棃鞙茧┌, 歃濌秾瓯半灅氩曥儊鈥滌牅於滊惃鈥濎溂搿� 臧勳＜霅橃 鞎婌姷雼堧嫟.
頂勲韽ゴ毵� 雿办澊韯�: 毵り皝鞚� 氚橃榿頃� 氙戈皭靷� 頂勲韽ゴ毵� 鞛鞝滍憸(2025雲� 3鞗� 31鞚� 旮办 雽€彀寑臁绊憸氚� 2022-2024 須岅硠鞐半弰氚� 2025雲� 1攵勱赴鞓侅梾鞁れ爜)電� 2025雲� 5鞗� 19鞚� 8-K 氤搓碃靹滌棎鞚措 鞝滉车霅橃棃鞙茧┌, 瓴届榿歆勳潃頃措嫻鞝曤炒鞐� 欷戨寑頃� 氤€瓴届偓頃澊鞐嗠嫟瓿� 氚濏様鞀惦媹雼�.

鞚措矆鞝滌稖鞚€ 鞛愳偘觳橂秳鞕勲, 甏€霠� 鞛勳洂氤挫儊鞐愲 齑堨爯鞚� 毵烄稊瓿� 鞛堨溂氅�, 韴瀽鞛愲摛鞚� 瓯半灅頉� Sabre鞚� 頂勲頃勳潉韽夑皜頃橂姅雿� 霃勳泙鞚� 霅橂弰搿� 頂勲韽ゴ毵� 鞛鞛愲鞚� 鞝滉车鞚� 頇曥澑頃╇媹雼�.

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.

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鈥檚 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鈥檚 streamlined core travel technology operations.

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鈥檚 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.

欤检殧霃欕皹瓿奠嫓雮挫毄:

鞛勳洂氤€瓴�: Hospitality Solutions鞚� EVP 瓴� 靷灔鞚� Scott Wilson鞚€ 瓯半灅膦呺 鞁滌爯鞐� 鞚柬殞靹� 順勱笀氤措剤鞀� 530毵� 雼煬毳� 氚涭晿鞙茧┌, 瓿犾毄瓿勳暯鞚� 膦呺霅橃棃瓿� 氙疙檿鞝� Sabre 欤检嫕氤挫儊鞚€ 氇憪靻岆└霅橃棃鞀惦媹雼�.
韴瀽鞛� 旎る雼堨紑鞚挫厴: 膦呺毳� 鞎岆Μ電� 氤措弰鞛愲(觳秬氍胳劀 99.1)臧€ 頃 7.01鞐� 霐半澕鞝滌稖霅橃棃鞙茧┌, 歃濌秾瓯半灅氩曥儊鈥滌牅於滊惃鈥濎溂搿� 臧勳＜霅橃 鞎婌姷雼堧嫟.
頂勲韽ゴ毵� 雿办澊韯�: 毵り皝鞚� 氚橃榿頃� 氙戈皭靷� 頂勲韽ゴ毵� 鞛鞝滍憸(2025雲� 3鞗� 31鞚� 旮办 雽€彀寑臁绊憸氚� 2022-2024 須岅硠鞐半弰氚� 2025雲� 1攵勱赴鞓侅梾鞁れ爜)電� 2025雲� 5鞗� 19鞚� 8-K 氤搓碃靹滌棎鞚措 鞝滉车霅橃棃鞙茧┌, 瓴届榿歆勳潃頃措嫻鞝曤炒鞐� 欷戨寑頃� 氤€瓴届偓頃澊鞐嗠嫟瓿� 氚濏様鞀惦媹雼�.

07/07/2025 - 08:17 AM

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.

Source:

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

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

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

No. The press release furnished as Exhibit 99.1 is not deemed 鈥渇iled鈥� and is excluded from Exchange Act liability.

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

Sabre Corporation

Date: July 7, 2025

/s/ Rochelle Boas

Rochelle Boas

Executive Vice President and Chief Legal Officer