Sabre Corp 8-K, filed Sep 15, 2026
Sabre Corp (SABR)
About this 8-K
Sabre Corp filed this 8-K on September 15, 2026, reporting on events of September 14, 2026.
Items reported
- Item 8.01: Other events
- Item 9.01: Financial statements and exhibits
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
CURRENT REPORT
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| Item 8.01 | Other Events |
Secured Notes Offering
On September 14, 2026, Sabre Corporation (“Sabre”) issued a press release announcing an offering (the “Offering”) by its wholly-owned subsidiary Sabre Financial Borrower, LLC (“Sabre Financial”) of $1,100,000,000 aggregate principal amount of senior secured notes due 2032 (the “Secured Notes”). A copy of the press release announcing the Offering is filed as Exhibit 99.1 to this Form 8-K and incorporated by reference herein.
In addition, on September 15, 2026, Sabre issued a press release announcing the pricing of an upsized Offering of $1,350,000,000 aggregate principal amount of the Secured Notes, an upsize of $250,000,000 over the amount previously announced. A copy of the press release announcing the pricing of the upsized Offering is filed as Exhibit 99.2 to this Form 8-K and incorporated by reference herein.
Sabre Financial Tender Offer and Consent Solicitation
On September 14, 2026, Sabre issued a press release announcing the commencement of a tender offer by Sabre Financial to purchase for cash (the “Sabre Financial Tender Offer”) any and all of its outstanding 11.125% Senior Secured Notes due 2029 (the “Sabre Financial Securities”) and a concurrent solicitation of consents (the “Consent Solicitation”) for amendments to the Sabre Financial Securities and the indenture under which the Sabre Financial Securities are issued, each upon the terms and subject to the conditions set forth in an Offer to Purchase and Consent Solicitation Statement dated September 14, 2026.
A copy of the press release announcing the Sabre Financial Tender Offer and Consent Solicitation is filed as Exhibit 99.3 to this Form 8-K and incorporated by reference herein.
Sabre GLBL Tender Offers
On September 15, 2026, Sabre issued a press release announcing the commencement of additional tender offers by its wholly-owned subsidiary, Sabre GLBL Inc. (“Sabre GLBL”) to purchase for cash (the “Sabre GLBL Tender Offers”) certain of its outstanding 10.750% Senior Secured Notes due 2029, 10.750% Senior Secured Notes due 2030 and 11.125% Senior Secured Notes due 2030, upon the terms and subject to the conditions set forth in an Offer to Purchase dated September 15, 2026.
A copy of the press release announcing the Sabre GLBL Tender Offers is filed as Exhibit 99.4 to this Form 8-K and incorporated by reference herein.
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, including the risk that the Offering, the concurrent Sabre Financial Tender Offer and Consent Solicitation, and the Sabre GLBL Tender Offers may not be consummated. 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 June 30, 2026, filed with the SEC on August 6, 2026, our Annual Report on Form 10-K for the year ended December 31, 2025, filed with the SEC on February 18, 2025 and in our other filings with the SEC. We cannot guarantee future events, including our ability to realize the anticipated benefits of the Offering, the Sabre Financial Tender Offer and Consent Solicitation, the Sabre GLBL Tender Offers and the concurrent refinancing transaction, 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
| 99.1 | Launch Press Release dated September 14, 2026 | |
| 99.2 | Pricing Press Release dated September 15, 2026 | |
| 99.3 | Sabre Financial Tender Offer and Consent Solicitation Announcement Press Release dated September 14, 2026 | |
| 99.4 | Sabre GLBL Tender Offers Announcement Press Release dated September 15, 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: September 15, 2026
| Sabre Corporation | ||
| By: | /s/ Rochelle Boas | |
| Name: | Rochelle Boas | |
| Title: | Executive Vice President and Chief Legal Officer | |
Exhibit 99.1
Sabre Corporation Announces Offering of Senior Secured Notes
SOUTHLAKE, Texas, September 14, 2026 /PRNewswire/ — Sabre Corporation (“Sabre”) (Nasdaq: SABR) today announced an offering by its wholly owned indirect subsidiary Sabre Financial Borrower, LLC (“Sabre Financial”) of $1,100,000,000 aggregate principal amount of senior secured notes (the “Secured Notes”). The precise timing, size and terms of the offering are subject to market conditions and other factors. No assurance can be made that the offering will be consummated on the proposed terms or at all.
The Secured Notes will be fully and unconditionally guaranteed, jointly and severally, on a secured basis by Sabre Financing Holdings LLC (“Sabre Financing”), Sabre Financial’s direct parent company, and by certain of Sabre’s existing and future foreign subsidiaries (the “Foreign Guarantors”). , whose guarantees will be limited to an amount of up to $400 million. The Secured Notes and related note guarantees will be secured, subject to permitted liens, by a first priority security interest in substantially all present and hereafter acquired property and assets of Sabre Financial and Sabre Financing, and with respect to the Foreign Guarantors, up to an amount of $400 million (other than certain excluded assets). In addition, the collateral will also consist of a pledge of the loan receivables due to Sabre Financial under the New Intercompany Loan (as defined below) , together with the intercompany note and endorsement blank, and a pledge of all equity interests in Sabre Financial held by Sabre Financing. Certain guarantees by the Foreign Guarantors and collateral will be granted after the issue date of the Secured Notes.
Sabre Financial will use the gross proceeds from the sale of the Secured Notes to fund the New Intercompany Loan to Sabre GLBL, Inc. (“Sabre GLBL”). Sabre GLBL intends to use the proceeds from the New Intercompany Loan to prepay the existing intercompany loan between Sabre Financial and Sabre GLBL at a prepayment price equal to 100% of the outstanding principal amount thereof, plus a customary make-whole premium and accrued and unpaid interest thereon to, but excluding, the prepayment date. Sabre Financial intends to use the proceeds received in connection with such prepayment to prepay, redeem or repurchase certain of its existing indebtedness in the open market, in privately negotiated transactions, through tender or exchange offers, or otherwise, including pursuant to Sabre Financial’s concurrently announced tender offer and consent solicitation in respect of Sabre Financial’s existing 11.125% senior secured notes due 2029, and/or pursuant to the terms of the agreements governing such indebtedness, as well as to pay related accrued and unpaid interest, premium, fees and expenses.
The Secured Notes and the related note guarantees will be offered in a private offering to persons reasonably believed to be qualified institutional buyers pursuant to Rule 144A under the Securities Act of 1933, as amended (the “Securities Act”), and to non-U.S. persons outside the United States in accordance with Regulation S under the Securities Act. The Secured Notes and the related note guarantees have not been, and will not be, registered under the Securities Act or any state securities laws. The Secured Notes and the related note guarantees may not be offered or sold in the United States or to, or for the benefit of, U.S. persons absent registration under, or an applicable exemption from, the registration requirements of the Securities Act and applicable state securities laws.
This press release does not constitute an offer to sell or the solicitation of an offer to buy the Secured Notes or any other security, and shall not constitute an offer, solicitation or sale in any jurisdiction in which, or to any persons to whom, such offering, solicitation or sale would be unlawful. Any offers of the Secured Notes will be made only by means of a private offering circular. In addition, this press release does not constitute an offer to tender or the solicitation of an offer to tender any secured notes or deliver consents in Sabre Financial’s concurrent tender offer and consent solicitation, and shall not constitute an offer, solicitation or exchange in any jurisdiction in which, or to any persons to whom, such offering, solicitation or exchange would be unlawful.
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.
Forward-Looking Statements
Statements made in this press release 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, including those related to the terms, timing and completion of the offering of the Secured Notes and the use of the proceeds therefrom. In many cases, you can identify forward-looking statements by terms such as “expects,” “outlook,” “intends,” “will,” “may,” “believes,” “pro forma,” “normalized,” “plans,” “predicts,” “potential,” “estimates,” “intends,” “should,” “could,” “anticipates,” “likely,” “commit,” “guidance,” “anticipate,” “incremental,” “provisional,” “preliminary,” “forecast,” “continue,” “strategy,” “confidence,” “objective,” “project,” 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. There can be no assurance that the offering of the Secured Notes or the tender offer and consent solicitation will be consummated on the terms described herein or at all. More information about 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, our Quarterly Report on Form 10-Q for the quarter ended June 30, 2026, filed with the SEC on August 6, 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.
SABR-F
Media Contacts:
Cassidy Smith-Broyles
Cassidy.Smith-Broyles@sabre.com
sabrenews@sabre.com
Investors:
Roushan Zenooz
sabre.investorrelations@sabre.com
Exhibit 99.2
Sabre Corporation Announces Pricing of Upsized Senior Secured Notes Offering
SOUTHLAKE, Texas, September 15, 2026 — Sabre Corporation (“Sabre”) (Nasdaq: SABR) today priced an upsized offering by its wholly owned indirect subsidiary Sabre Financial Borrower, LLC (“Sabre Financial”) of $1,350,000,000 (upsized from $1,100,000,000) aggregate principal amount of 9.875% Senior Secured Notes due 2032 (the “Secured Notes”). The offering of the Secured Notes is expected to close on September 28, 2026, subject to customary closing conditions.
The Secured Notes will pay interest semi-annually in arrears, at a rate of 9.875% per year, and will mature on October 15, 2032. The Secured Notes will be fully and unconditionally guaranteed, jointly and severally, on a secured basis by Sabre Financing Holdings LLC (“Sabre Financing”), Sabre Financial’s direct parent company, and certain of Sabre’s existing and future foreign subsidiaries (the “Foreign Guarantors”), with the guarantees of the Foreign Guarantors limited to an aggregate amount of $400 million. The Secured Notes and related note guarantees will be secured, subject to permitted liens, by a first-priority security interest in substantially all present and hereafter acquired property and assets of Sabre Financial and Sabre Financing, and with respect to the Foreign Guarantors, up to an amount of $400 million (other than certain excluded assets). In addition, the collateral will also consist of a pledge of the loan receivables due to Sabre Financial under the New Intercompany Loan (as defined below), together with the intercompany note and endorsement blank, and a pledge of all equity interests in Sabre Financial held by Sabre Financing. Certain guarantees by the Foreign Guarantors and related collateral will be granted after the issue date of the Secured Notes.
Sabre Financial will use the gross proceeds from the sale of the Secured Notes to fund a new intercompany loan (the “New Intercompany Loan”) to Sabre GLBL Inc. (“Sabre GLBL”). Sabre GLBL intends to use a portion of the proceeds from the New Intercompany Loan to prepay the existing intercompany loan between Sabre Financial and Sabre GLBL at a prepayment price equal to 100% of the outstanding principal amount thereof, plus a customary make-whole premium and accrued and unpaid interest thereon to, but excluding, the prepayment date. Sabre GLBL intends to use the remaining proceeds of the New Intercompany Loan after such prepayment, and Sabre Financial intends to use the proceeds received in connection with such prepayment, to prepay, redeem or repurchase certain of its existing indebtedness in the open market, in privately negotiated transactions, through tender or exchange offers, or otherwise, including pursuant to Sabre Financial’s concurrently announced tender offer and consent solicitation (the “Sabre Financial Tender Offer”) in respect of Sabre Financial’s existing 11.125% senior secured notes due 2029, and/or pursuant to the terms of the agreements governing such indebtedness, as well as to pay related accrued and unpaid interest, premium, fees and expenses. In connection with the upsize of the offering, Sabre GLBL intends to launch tender offers (the “Sabre GLBL Tender Offers”) for certain of its existing senior secured notes, subject to a maximum aggregate purchase price, excluding accrued and unpaid interest, of $250,000,000 (as such amount may be subsequently amended in Sabre GLBL’s sole discretion).
The Secured Notes and the related note guarantees have been offered in a private offering to persons reasonably believed to be qualified institutional buyers pursuant to Rule 144A under the Securities Act of 1933, as amended (the “Securities Act”), and to non-U.S. persons outside the United States in accordance with Regulation S under the Securities Act. The Secured Notes and the related note guarantees have not been, and will not be, registered under the Securities Act or any state securities laws. The Secured Notes and the related note guarantees may not be offered or sold in the United States or to, or for the benefit of, U.S. persons absent registration under, or an applicable exemption from, the registration requirements of the Securities Act and applicable state securities laws.
This press release does not constitute an offer to sell or the solicitation of an offer to buy the Secured Notes or any other security, and shall not constitute an offer, solicitation or sale in any jurisdiction in which, or to any persons to whom, such offering, solicitation or sale would be unlawful. Any offers of the Secured Notes will be made only by means of a private offering circular. In addition, this press release does not constitute an offer to tender or the solicitation of an offer to tender any secured notes or deliver consents in the concurrent Sabre Financial Tender Offer, or an offer to tender or the solicitation of an offer to tender any secured notes in the Sabre GLBL Tender Offers, and shall not constitute an offer, solicitation or exchange in any jurisdiction in which, or to any persons to whom, such offering, solicitation or exchange would be unlawful.
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.
Forward-Looking Statements
Statements made in this press release 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, including those related to the terms, timing and completion of the offering of the Secured Notes and the use of the proceeds therefrom. In many cases, you can identify forward-looking statements by terms such as “expects,” “outlook,” “intends,” “will,” “may,” “believes,” “pro forma,” “normalized,” “plans,” “predicts,” “potential,” “estimates,” “intends,” “should,” “could,” “anticipates,” “likely,” “commit,” “guidance,” “anticipate,” “incremental,” “provisional,” “preliminary,” “forecast,” “continue,” “strategy,” “confidence,” “objective,” “project,” 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. There can be no assurance that the offering of the Secured Notes, the Sabre Financial Tender Offer or the Sabre GLBL Tender Offers will be consummated on the terms described herein or at all. More information about 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, our Quarterly Report on Form 10-Q for the quarter ended June 30, 2026, filed with the SEC on August 6, 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.
SABR-F
Media Contacts:
Cassidy Smith-Broyles
Cassidy.Smith-Broyles@sabre.com
sabrenews@sabre.com
Investors:
Roushan Zenooz
sabre.investorrelations@sabre.com
Exhibit 99.3
Sabre Corporation Announces Cash Tender Offer and Consent Solicitation by Sabre Financial Borrower, LLC for Existing Secured Debt
SOUTHLAKE, Texas—September 14, 2026—Sabre Corporation (“Sabre”) (Nasdaq: SABR) today announced commencement of a tender offer (the “Tender Offer”) by its wholly-owned subsidiary Sabre Financial Borrower, LLC (“Sabre Financial”) to purchase for cash any and all of its securities set forth in the table below (the “Securities”) and a solicitation of consents (the “Consent Solicitation”) for amendments to the Securities and the Indenture (as defined below), each upon the terms and subject to the conditions described in the Offer to Purchase (as defined below). The following table sets forth certain terms of the Tender Offer:
| Title of Security |
CUSIP / ISIN Number |
Principal Amount Outstanding |
Early Tender Premium (1) |
Tender Offer Consideration (1) |
Total Consideration (1)(2) |
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| 11.125% Senior Secured Notes due 2029 |
78573X AA8 U86042 AA3 US78573XAA81 USU86042AA34 |
$ | 1,000,000,000 | $ | 50.00 | $ | 1,042.50 | $ | 1,092.50 | |||||||||
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| (1) | Dollars per $1,000 principal amount of Securities validly tendered and accepted for purchase. |
| (2) | Includes Early Tender Premium (as defined below). |
The Tender Offer and Consent Solicitation will expire at 5:00 p.m., New York City time, on October 12, 2026 (such date and time, as it may be extended, the “Expiration Date”), unless earlier terminated. Holders of Securities (the “Holders”) must validly tender their Securities and validly deliver their consents at or prior to 5:00 p.m., New York City time, on September 25, 2026 (such date and time, as it may be extended, the “Early Tender Deadline”) to be eligible to receive the Total Consideration (as defined below) for such Securities, which includes the Early Tender Premium (as defined below). Holders tendering Securities or delivering consents after the Early Tender Deadline and at or prior to the Expiration Date will only be eligible to receive the Tender Offer Consideration (as defined below), which will equal the Total Consideration for such Securities less the Early Tender Premium. Tendered Securities may be withdrawn from the Tender Offer at or prior to, but not after, 5:00 p.m., New York City time, on September 25, 2026. Holders whose Securities are accepted for purchase will also receive accrued and unpaid interest from the last interest payment date to, but not including, the applicable settlement date.
The “Total Consideration” for each $1,000 principal amount of Securities validly tendered at or prior to the Early Tender Deadline and accepted for purchase pursuant to the Tender Offer and Consent Solicitation will be the “Total Consideration” set forth in the table above, which is inclusive of the amount in cash set forth in the table above under the heading “Early Tender Premium” (the “Early Tender Premium”). The “Tender Offer Consideration” for each $1,000 principal amount of Securities validly tendered after the Early Tender Deadline but on or prior to the Expiration Date will be the “Tender Offer Consideration” set forth in the table above.
In conjunction with the Tender Offer, the Company solicits consents (the “Consents”) to certain proposed amendments (the “Proposed Amendments”) as described in the Offer to Purchase to each of (a) the indenture dated December 5, 2025 (the “Indenture”), entered into by and among the Company, the guarantors party thereto, and Wilmington Trust, National Association, as trustee and collateral agent, under which the Securities were issued, and (b) the Securities; providing for, among other things, (i) the elimination of substantially all restrictive covenants in the Indenture and (ii) the elimination of certain events of default.
Any Holder who tenders Securities in the Tender Offer will be deemed to have provided Consents, and Securities may not be tendered without delivering Consents. If the requisite number of Consents are received, the Proposed Amendments will be effective as to all the Securities, including those that are not purchased in the Tender Offer.
The Tender Offer and the Consent Solicitation are conditioned upon, among other things, the settlement of the Financing Transaction (as defined below) on terms satisfactory to the Company.
The Company intends to give holders who validly tender their Securities and validly deliver their Consents priority in the allocation of New Securities (as defined in the Offer to Purchase) in the Financing Transaction.
On September 14, 2026, Sabre Financial commenced an offering of $1.1 billion aggregate principal amount of Senior Secured Notes due 2032 (the “Financing Transaction”). Sabre Financial currently anticipates, subject to execution of definitive documentation and certain customary closing conditions, that the Financing Transaction will result in Sabre Financial’s receipt of net cash proceeds which will be sufficient to fund the purchase of all Securities validly tendered pursuant to the Tender Offer and Consent Solicitation and accepted for purchase by Sabre Financial, including the payment of accrued and unpaid interest, subject to the terms and conditions of the Tender Offer and Consent Solicitation. No assurances can be given that the Financing Transaction will be completed. The Tender Offer and Consent Solicitation are subject to the satisfaction or waiver of the conditions described in the Offer to Purchase, including the consummation of the Financing Transaction. Any such conditions may be waived by Sabre Financial in its sole discretion, subject to applicable law.
This announcement does not contain the full terms and conditions of the Tender Offer and Consent Solicitation, which are contained in the offer to purchase and consent solicitation statement dated September 14, 2026 (as it may be amended or supplemented, the “Offer to Purchase”). Sabre Financial refers investors to the Offer to Purchase for the complete terms and conditions of the Tender Offer and Consent Solicitation.
From time to time, we and/or our affiliates may purchase additional Securities in the open market, in privately negotiated transactions, through tender offers, exchange offers or otherwise and following the Tender Offer and subject to applicable law, the Company intends to redeem or repurchase Securities that are able to be redeemed or repurchased, pursuant to their terms. Any such purchases or redemptions may be on the same terms or on terms that are more or less favorable to Holders of Securities than the terms of the Tender Offer and Consent Solicitation. Any such purchases by us and/or our affiliates or such redemptions by us will depend on various factors existing at that time. Sabre Financial is not obligated to redeem any Securities that are not tendered and accepted in the Tender Offer and Consent Solicitation.
Davis Polk & Wardwell LLP is serving as legal counsel to Sabre on this transaction. Latham & Watkins LLP is serving as legal counsel to BofA Securities.
Information Relating to the Tender Offer and Consent Solicitation
The Offer to Purchase for all of the Securities is being distributed to Holders beginning today. BofA Securities is the Dealer Manager and Solicitation Agent for the Tender Offer and Consent Solicitation. Investors with questions regarding the Tender Offer and Consent Solicitation may contact BofA Securities, collect: (980) 388-3646, toll-free: (888) 292-0070, email: debt_advisory@bofa.com. D.F. King & Co., Inc. is the tender and information agent for the Tender Offer and Consent Solicitation. Copies of the Offer to Purchase and any related offer documents may be obtained by contacting D.F. King & Co., Inc. by phone at (646) 455-1060 (New York) or (866) 356-7814 (toll-free) or by email at sabre@dfking.com.
2
None of Sabre Financial, Sabre, their affiliates, their respective boards of directors and stockholders, the Dealer Manager and Solicitation Agent, the Tender Agent or Wilmington Trust, National Association, as trustee for the Securities, are making any recommendation as to whether Holders should tender any Securities or deliver any Consent in response to the Tender Offer and Consent Solicitation. Holders must make their own decision as to whether to tender any of their Securities and deliver their Consents, and, if so, the principal amount of Securities to tender and Consents to deliver.
This press release is for informational purposes only and is not an offer to buy or a solicitation of an offer to sell any of the Securities, and the Tender Offer and Consent Solicitation do not constitute offers to buy or the solicitation of offers to sell Securities in any jurisdiction or in any circumstances in which such offers are unlawful. The full details of the Tender Offer and Consent Solicitation, including complete instructions on how to tender Securities and deliver Consents, are included in the Offer to Purchase. Holders are strongly encouraged to read carefully the Offer to Purchase because it will contain important information.
Forward-Looking Statements
Certain statements herein are 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 “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, where applicable, 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 June 30, 2026, filed with the SEC on August 6, 2026, 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, as well as other risks and uncertainties specified in the “Certain Significant Considerations” section of the Offer to Purchase. We cannot guarantee future events, including funding of the Financing Transaction and successful completion of the Tender Offer and Consent Solicitation, 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 Roushan.Zenooz@sabre.com sabre.investorrelations@sabre.com |
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Exhibit 99.4
Sabre Corporation Announces Additional Cash Tender Offers by Sabre GLBL Inc. for Existing Secured Debt
SOUTHLAKE, Texas—September 15, 2026—Sabre Corporation (“Sabre”) (Nasdaq: SABR) today announced commencement of additional tender offers (the “Tender Offers”) by its wholly-owned subsidiary Sabre GLBL Inc. (“Sabre GLBL”) to purchase for cash, upon the terms and subject to the conditions described in the Offer to Purchase (as defined below), up to a principal amount of its securities set forth in the table below (collectively, the “Securities”) that would not result in the Aggregate Purchase Price (as defined below) exceeding $250,000,000 (subject to increase or decrease by Sabre GLBL in its sole discretion, the “Aggregate Maximum Tender Amount”). The following table sets forth certain terms of the Tender Offers:
| Title of Security |
CUSIP Number /ISIN | Principal Amount Outstanding |
Acceptance Priority Level |
Purchase Price (1) |
||||||||||
| 10.750% Senior Secured Notes due 2029 |
78573NAL6 U86043AJ2 US78573NAL64 USU86043AJ26 |
$ | 445,715,000 | 1 | $ | 992.50 | ||||||||
| 10.750% Senior Secured Notes due 2030 |
78573NAN2 U86043AL7 US78573NAN21 USU86043AL71 |
$ | 469,802,000 | 2 | $ | 980.00 | ||||||||
| 11.125% Senior Secured Notes due 2030 |
78573NAM4 U86043AK9 US78573NAM48 USU86043AK98 |
$ | 1,325,000,000 | 3 | $ | 975.00 | ||||||||
| (1) | Dollars per $1,000 principal amount of Securities validly tendered and accepted for purchase and excludes accrued interest which will be paid on Securities accepted for purchase. |
The Tender Offers will expire at 5:00 p.m., New York City time, on September 24, 2026 (such date and time, as it may be extended, the “Expiration Date”), unless earlier terminated. Holders of Securities (the “Holders”) must validly tender their Securities at or prior to 5:00 p.m., New York City time, on September 24, 2026 to be eligible to receive the Purchase Price (as defined below) for such Securities. Holders whose Securities are accepted for purchase will also receive accrued and unpaid interest up to, but not including, the settlement date which is expected to be September 28, 2026. Tendered Securities may be withdrawn from the Tender Offers at or prior to, but not after, 5:00 p.m., New York City time, on September 24, 2026.
The “Purchase Price” for each $1,000 principal amount of Securities of a series validly tendered at or prior to the Expiration Date and accepted for purchase will be the applicable price for such series set forth in the table above under “Purchase Price”.
Subject to the Acceptance Priority Levels, the Aggregate Maximum Tender Amount, proration and all conditions to the Tender Offers having been satisfied or waived by us, all Securities validly tendered before the Expiration Date having a higher Acceptance Priority Level will be accepted for purchase before any Securities tendered before the Expiration Date having a lower Acceptance Priority Level, with such tenders being subject to the Aggregate Maximum Tender Amount, proration and conditions to the Tender Offers.
If there are sufficient remaining funds to purchase some, but not all, of the Securities of any series, the amount of Securities purchased in that series may be subject to proration. In the event proration is required with respect to a series of Securities, the Company will multiply the principal amount of each valid tender of such series of Securities by the applicable proration factor and round the resulting amount down to the nearest integral multiple of $1,000, in order to determine the principal amount of such tender that will be accepted pursuant to the applicable Tender Offer. The excess principal amount of Securities not accepted from the tendering Holders will be promptly returned to such Holders, and if this excess principal amount of Securities is less than $1,000, the Company may either accept or reject all such tendering Holders’ validly tendered Securities in its sole discretion.
On September 15, 2026, Sabre Financial Borrower, LLC (“Sabre Financial”), an indirect wholly owned subsidiary of Sabre GLBL, announced the pricing of an upsized offering of $1.35 billion aggregate principal amount of 9.875% Senior Secured Notes due 2032 (the “Financing Transaction”), which is expected to be sufficient to fund the Aggregate Purchase Price and accrued interest for all Securities accepted for purchase by Sabre GLBL in connection with the Tender Offers, subject to the terms and conditions of the Tender Offers, and the offers announced on September 14, 2026 relating to the 11.125% Senior Secured Notes due 2029. The Tender Offers are subject to the satisfaction or waiver of the conditions described in the Offer to Purchase, including the consummation of the Financing Transaction, which may be waived by Sabre GLBL in its sole discretion, subject to applicable law.
This announcement does not contain the full terms and conditions of the Tender Offers, which are contained in the offers to purchase for cash, dated September 15, 2026 (as they may be amended or supplemented, collectively, the “Offer to Purchase”). Sabre GLBL refers investors to the Offer to Purchase for the complete terms and conditions of the Tender Offers.
Following the completion of the Tender Offers, Sabre GLBL or its affiliates may purchase additional Securities in the open market, in privately negotiated transactions, through tender or exchange offers, or otherwise, or Sabre GLBL may redeem Securities that Sabre GLBL is permitted to redeem pursuant to their terms. Sabre GLBL is not obligated to redeem any Securities that are not tendered and accepted in the Tender Offers.
Davis Polk & Wardwell LLP is serving as legal counsel to Sabre. Latham & Watkins LLP is serving as legal counsel to BofA Securities.
Information Relating to the Tender Offers
The Offer to Purchase for all of the Securities is being distributed to Holders beginning today. BofA Securities is the Dealer Manager for the Tender Offers. Investors with questions regarding the Tender Offers may contact BofA Securities, collect: (980) 388-3646, toll-free: (888) 292-0070, email: debt_advisory@bofa.com. D.F. King & Co., Inc. is the tender and information agent for the Tender Offers. Copies of the Offer to Purchase and any related offer documents may be obtained by contacting D.F. King & Co., Inc. by phone at (646) 455-1060 (New York) or (866) 356-7814 (toll-free) or by email at sabre@dfking.com. Copies of the Offer to Purchase are available at: www.dfking.com/sabre.
None of Sabre GLBL, Sabre, their affiliates, their respective boards of directors and stockholders, the Dealer Manager, the Tender Agent or Computershare Trust Company, N.A., as trustee for the Securities, are making any recommendation as to whether Holders should tender any Securities in response to the Tender Offers. Holders must make their own decision as to whether to tender any of their Securities, and, if so, the principal amount of Securities to tender.
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This press release is for informational purposes only and is not an offer to buy or a solicitation of an offer to sell any of the Securities, and the Tender Offers do not constitute offers to buy or the solicitation of offers to sell Securities in any jurisdiction or in any circumstances in which such offers are unlawful. The full details of the Tender Offers, including complete instructions on how to tender Securities, are included in the Offer to Purchase. Holders are strongly encouraged to read carefully the Offer to Purchase because it will contain important information.
Forward-Looking Statements
Certain statements herein are 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 “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, where applicable, 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 June 30, 2026, filed with the SEC on August 6, 2026, our Annual Report on Form 10-K for the year ended December 31, 2025, filed with the SEC on February 18, 2025 and in our other filings with the SEC, as well as other risks and uncertainties specified in the “Certain Significant Considerations” section of the Offer to Purchase. We cannot guarantee future events, including funding of the Financing Transaction and successful completion of the Tender Offers, 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 Roushan.Zenooz@sabre.com sabre.investorrelations@sabre.com |
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