Randolfi Michael O 4

What Happened
Michael O. Randolfi, Sabre Corp’s EVP and Chief Financial Officer, received an award of restricted share units and had a set of vested RSUs paid out while simultaneously surrendering shares to cover tax withholding. On May 15, 2026 he was (1) granted 404,040 RSUs (reported at $0.00 per share; subject to future vesting), (2) received 86,207 shares from vested performance-based RSUs, and (3) had 145,933 shares automatically surrendered to the issuer to satisfy tax withholding obligations at $1.59 per share (total withholding value reported ≈ $232,763).

Key Details

• Transaction date: May 15, 2026; Form 4 filed May 19, 2026 (filed 4 days after the transactions—SEC Form 4s are normally due within 2 business days, so this appears later than typical).
• Disposals for tax withholding: 36,841; 37,692; 37,477; and 33,923 shares — each disposed at $1.59/share for a combined cash value of ~$232,763.
• Acquisitions/awards: 86,207 shares paid out on vesting (performance-based RSUs from 5/15/2023) and a new grant of 404,040 RSUs (granted 5/15/2026, $0.00 per share).
• Vesting schedule for the new grant: 50% on 5/15/2027 and 50% on 5/15/2028, subject to continued employment.
• Footnotes: disposals marked “F” indicate automatic surrender to satisfy tax withholding on RSU vesting (covers grants from 2023–2025 as referenced); the 86,207 shares reflect vested performance-based RSUs paid in shares.
• Shares owned after the transactions: not specified in the provided filing summary.

Context

• These were not open-market sales; the disposals were automatic share surrenders to cover tax withholding (transaction code F), not indications of a discretionary sale.
• The large 404,040‑RSU award is a future‑vesting equity grant (an acquisition on paper now but subject to service-based vesting), while the 86,207 shares reflect vested performance RSUs paid out.
• No option exercises or 10% owner transactions were reported.