8-A12B

8-A12B 1 d943797d8a12b.htm 8-A12B 8-A12B

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM 8-A

FOR REGISTRATION OF CERTAIN CLASSES OF SECURITIES

PURSUANT TO SECTION 12(b) OR 12(g) OF

THE SECURITIES EXCHANGE ACT OF 1934

SABRE CORPORATION

(Exact name of registrant as specified in its charter)


Delaware		20-8647322
(State of incorporation or organization)		(I.R.S. Employer Identification No.)

3150 Sabre Drive Southlake, Texas		76092
(Address of principal executive offices)		(Zip Code)

Securities to be registered pursuant to Section 12(b) of the Act:

Title of each class

to be so registered

Name of each exchange on which

each class is to be registered

Preferred Stock Purchase Rights

The NASDAQ Stock Market LLC

If this form relates to the registration of a class of securities pursuant to Section 12(b) of the Exchange Act and is effective pursuant to General Instruction A.(c), check the following box. ☒

If this form relates to the registration of a class of securities pursuant to Section 12(g) of the Exchange Act and is effective pursuant to General Instruction A.(d), check the following box. ☐

If this form relates to the registration of a class of securities concurrently with a Regulation A offering, check the following box. ☐

Securities Act registration statement file number to which this form relates (if applicable):

Not applicable.

Securities to be registered pursuant to Section 12(g) of the Act:

None.

N/A

(Title of class)

Item 1. Description of Registrant’s Securities to be Registered.

On March 1, 2026, the Board of Directors of Sabre Corporation (the “Company”) declared a dividend of one preferred share purchase right (a “Right”), payable on March 11, 2026, for each share of common stock, par value $0.01 per share, of the Company outstanding on March 11, 2026 to the stockholders of record on that date. In connection with the distribution of the Rights, the Company entered into a Rights Agreement (the “Rights Agreement”), dated as of March 1, 2026, between the Company and Equiniti Trust Company, LLC, as rights agent.

Each Right entitles the registered holder to purchase from the Company one one-thousandth of a share of Series B Preferred Stock, par value $0.01 per share, of the Company (the “Preferred Shares”) at a price of $7.00 per one one-thousandth of a Preferred Share represented by a Right (the “Purchase Price”), subject to adjustment.

The Rights are in all respects subject to and governed by the provisions of the Rights Agreement, which is incorporated herein by reference. The description of the Rights is incorporated herein by reference to the description set forth under Items 1.01 and 5.03 of the Company’s Current Report on Form 8-K filed on March 2, 2026 and is qualified in its entirety by reference to the full text of the Rights Agreement.

Item 2. Exhibits.


Exhibit No.		Description

3.1		Form of Certificate of Designations of Series B Preferred Stock of Sabre Corporation (incorporated by reference to Exhibit 3.1 to the Company’s Current Report on Form 8-K filed on March 2, 2026).

4.1		Rights Agreement, dated as of March 1, 2026, between Sabre Corporation and Equiniti Trust Company, LLC, as rights agent (which includes the Form of Right Certificate attached as Exhibit B thereto) (incorporated by reference to Exhibit 4.1 to the Company’s Current Report on Form 8-K filed on March 2, 2026).

99.1		Press Release dated March 1, 2026 (incorporated by reference to Exhibit 99.1 to the Company’s Current Report on Form 8-K filed on March 2, 2026).

SIGNATURE

Pursuant to the requirements of Section 12 of the Securities Exchange Act of 1934, the registrant has duly caused this registration statement to be signed on its behalf by the undersigned, thereto duly authorized.


SABRE CORPORATION

By:		/s/ Rochelle Boas
		Name: Rochelle Boas
		Title: Executive Vice President and Chief Legal Officer

Date: March 2, 2026

SEC Form 8-A12B filed by Sabre Corporation