Sabre adopts one-year shareholder rights plan after Constellation accumulates 9.7% stake, breaks off talks

Sabre Corp

Board adopted one-year rights plan effective March 1, 2026; triggers at 15% (20% for passive) ownership.
Constellation Software held 9.7% economic stake (4.7% beneficial + 5% derivatives) as of Nov 2025; sought two board seats.
Constellation broke off negotiations Feb 26 after nearing a governance agreement; then withdrew its nomination.
If triggered, rights holders (excluding triggering person) can acquire common shares at 50% discount.
Plan expires Feb 28, 2027; Board may redeem rights for $0.001 per right at any time before a trigger.

item 1.01 item 3.03 item 5.03 item 8.01 item 9.01

Key facts

Extracted from this filing and checked against the source text.

Equity Issuances SEC 8-K Item 3.02/3.03 confidence 0.9

Sabre Corp issued one preferred share purchase right (a 'Right') ... for each share of common stock of preferred stock for at a price of $7.00 per one one-thousandth of a Preferred Share.

Security: preferred stock
Shares: one preferred share purchase right (a 'Right') ... for each share of common stock
Consideration: at a price of $7.00 per one one-thousandth of a Preferred Share

Exact text from the filing

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, subject to adjustment. The Rights are in all respects subject to and governed by the provisions of the Rights

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Governance Changes SEC 8-K Item 5.03/5.05/5.06 confidence 0.9

Sabre Corp: Filed Certificate of Designations of Series B Preferred Stock in connection with adoption of a Rights Agreement.

Change: charter amendment

Exact text from the filing

In connection with the adoption of the Rights Agreement, the Company will file a Certificate of Designations of Series B Preferred Stock with the Secretary of State of the State of Delaware.

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Material Agreements SEC 8-K Item 1.01/1.02 confidence 0.9

Sabre Corp entered into Rights Agreement with Equiniti Trust Company, LLC (effective 2026-03-01).

Action: entry
Counterparty: Equiniti Trust Company, LLC
Effective: 2026-03-01

Exact text from the filing

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.

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Sabre Corp filing history →

Source: SEC EDGAR

accession 0001193125-26-084293

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