Sabre Corp 10-Q

ITEM 5. OTHER INFORMATION (a) On October 28 , 2024, the Board of Directors (the “Board”) of Sabre Corporation (the “Company”) adopted and approved, effective immediately, amended and restated bylaws of the Company (as amended and restated, the “Amended and Restated Bylaws”). The Amended and Restated Bylaws, among other things: • revise and clarify the scope of certain procedures and disclosure requirements set forth in the bylaw provisions for stockholders to provide advance notice of director nominations and business proposals to be brought at a meeting of stockholders (other than proposals submitted pursuant to Rule 14a-8 under the Exchange Act); • revise the majority voting provision to clarify when an election will be deemed contested; • establish that special meetings of the Board may be called by the Chairman of the Board, the Chief Executive Officer, or a majority of the full Board (rather than by the Chairman of the Board, the Chief Executive Officer or any two directors); and • make certain administrative, modernizing, clarifying and conforming changes, including making updates to reflect recent amendments to the General Corporation Law of the State of Delaware. The foregoing summary of the Amended and Restated Bylaws does not purport to be complete and is qualified in its entirety by reference to the full text of the Amended and Restated Bylaws, which is attached as Exhibit 3.2 to this Quarterly Report on Form 10-Q and incorporated herein by reference. (b) During the three months ended September 30, 2024 , none of the Company’s directors or executive officers adopted or terminated any contract, instruction or written plan for the purchase or sale of Company securities that was intended to satisfy the affirmative defense conditions of Rule 10b5-1(c) or any “non-Rule 10b5-1 trading arrangement.” ITEM 6. EXHIBITS The following exhibits are filed as part of this Quarterly Report on Form 10-Q. Exhibit Number Description of Exhibit 3.2* Eighth Amended and Restated Bylaws of Sabre Corporation 10.146†* Offer letter by and between Sabre Corporation and Rochelle Boas effective October 14, 2024 31.1* Certification of Chief Executive Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 31.2* Certification of Chief Financial Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 32.1* Certification of Chief Executive Officer pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 32.2* Certification of Chief Financial Officer pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 101.INS* Inline XBRL Instance Document - the instance document does not appear in the Interactive Data File because its XBRL tags are embedded within the Inline XBRL document. 101.SCH* Inline XBRL Taxonomy Extension Schema 101.CAL* Inline XBRL Taxonomy Extension Calculation Linkbase 101.DEF* Inline XBRL Taxonomy Extension Definition Linkbase 101.LAB* Inline XBRL Taxonomy Extension Label Linkbase 101.PRE* Inline XBRL Taxonomy Extension Presentation Linkbase 104* Cover Page Interactive Data File - the cover page interactive data file does not appear in the Interactive Data File because its XBRL tags are embedded within the Inline XBRL document. _________________ † Indicates management contract or compensatory plan or arrangement. * Filed herewith 61 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 thereunto duly authorized. SABRE CORPORATION (Registrant) Date: October 31, 2024 By: /s/ Michael Randolfi Michael Randolfi Executive Vice President and Chief Financial Officer (principal financial officer of the registrant) 62