[8-K] Sabra Healthcare REIT, Inc. Reports Material Event

Rhea-AI Filing Summary

Sabra Health Care REIT, Inc. (SBRA) entered into a new $750 million at-the-market (ATM) equity distribution agreement dated 5-Aug-2025 with 18 selling agents and an identical roster of forward purchasers. The agreement allows: (i) immediate sales of common stock through the agents, and (ii) execution of forward sale agreements under which the forward purchasers may borrow and sell stock, with Sabra settling in cash, shares, or a combination at a later date (up to one year after each trade). Agents’ cash commissions are capped at $11.25 million; forward purchasers earn up to 1.5 % of the VWAP on hedged shares.

Net proceeds will be contributed to Sabra Health Care Limited Partnership to repay debt, fund future investments, and for general corporate purposes. Sabra will not receive proceeds from forward sales until physical settlement. The filing also reports the termination of the 2023 $500 million ATM program; $109.3 million of capacity remained unused, while $266.5 million of forward sale commitments from that program stay outstanding with one-year settlement clocks still running.

Key exhibits include the full Distribution Agreement (Ex. 1.1) and legal opinion (Ex. 5.1). No financial statements were filed.

Positive

• $750 million ATM program provides significant funding flexibility for debt repayment and future investments
• Forward sale structure allows Sabra to potentially lock in pricing today and defer dilution up to one year

Negative

• Issuance of up to $750 million in new equity plus $266.5 million of existing forward contracts may lead to substantial share dilution
• Company pays up to $11.25 million in agent commissions and up to 1.5 % on forward sales, increasing capital costs

Insights

REIT Capital Markets Analyst

TL;DR Larger $750 m ATM boosts liquidity but raises dilution risk; outstanding $266 m forwards still overhang.

The new facility ups Sabra’s ATM capacity by 50 % versus 2023, signalling ongoing capital needs for debt reduction and acquisitions. Access to forward sales gives pricing flexibility and can delay dilution until settlement, a positive in volatile markets. However, share count could materially expand once the combined $1.016 b (new ATM plus pending forwards) is settled. Investors should watch cadence of issuances and use of proceeds relative to leverage targets.

Corporate Governance & Risk Specialist

TL;DR Governance neutral; contractual mechanics standard, termination of prior ATM cleanly executed.

The filing follows customary 8-K disclosure practices: material agreement (Item 1.01) and termination of prior agreement (Item 1.02). No unusual covenants, change-of-control triggers, or contingent liabilities were disclosed. Early termination of the 2023 ATM avoids duplicative authorisations and legal overlaps. Residual forward contracts remain, but risk is conventional and already disclosed in 2023. Overall, the action is operationally routine and not governance-sensitive.

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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

PURSUANT TO SECTION 13 OR 15(d)

OF THE SECURITIES EXCHANGE ACT OF 1934

Date of Report (Date of earliest event reported): August 5, 2025

SABRA HEALTH CARE REIT, INC.

(Exact Name of Registrant as Specified in Its Charter)

Maryland		001-34950		27-2560479
(State of Incorporation)		(Commission File Number)		(I.R.S. Employer Identification No.)

1781 Flight Way Tustin, CA		92782
(Address of Principal Executive Offices)		(Zip Code)

Registrant’s Telephone Number, Including Area Code: (888) 393-8248

(Former Name or Former Address, if Changed Since Last Report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

☐ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

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

Title of each class		Trading symbol(s)		Name of each exchange on which registered
Common stock, $0.01 par value		SBRA		The Nasdaq Stock Market LLC

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Item 1.01 Entry into a Material Definitive Agreement.

On August 5, 2025, Sabra Health Care REIT, Inc. (the “Company”) entered into an equity distribution agreement (the “Distribution Agreement”) with Barclays Capital Inc., BMO Capital Markets Corp., BofA Securities, Inc., Citigroup Global Markets Inc., Citizens JMP Securities, LLC, Credit Agricole Securities (USA) Inc., Fifth Third Securities, Inc., Huntington Securities, Inc., J.P. Morgan Securities LLC, KeyBanc Capital Markets Inc., Mizuho Securities USA LLC, Morgan Stanley & Co. LLC, Raymond James & Associates, Inc., RBC Capital Markets, LLC, Regions Securities LLC, Scotia Capital (USA) Inc., Truist Securities, Inc. and Wells Fargo Securities, LLC (each an “Agent”, and collectively, the “Agents”) and Barclays Bank PLC, Bank of Montreal, Bank of America, N.A., Citibank, N.A., Citizens JMP Securities, LLC, Crédit Agricole Corporate and Investment Bank, Huntington Securities, Inc., JPMorgan Chase Bank, National Association, KeyBanc Capital Markets Inc., Mizuho Markets Americas LLC, Morgan Stanley & Co. LLC, Raymond James & Associates, Inc., Regions Securities LLC, Royal Bank of Canada, The Bank of Nova Scotia, Truist Bank and Wells Fargo Bank, National Association, each as forward purchaser (in such capacity, each a “Forward Purchaser”, and collectively, the “Forward Purchasers”) relating to (a) the issuance and sale by the Company to or through the Agents from time to time of shares (the “Issuance Shares”) of the Company’s common stock, $0.01 par value per share (“Common Stock”), and (b) the sale by the Forward Sellers (as defined below), acting as agents for the Forward Purchasers or their affiliates, of Common Stock (the “Forward Shares,” and together with the Issuance Shares, the “Shares”), with the Shares to be sold under the Distribution Agreement having an aggregate gross offering price of up to $750.0 million (the “ATM Program”). The Agents, when acting in their capacity as agents for the Forward Purchasers, are referred to herein individually as a “Forward Seller” and, collectively, as the “Forward Sellers.”

Pursuant to the terms of the Distribution Agreement, the sales, if any, of the Issuance Shares will be made through the Agents acting as sales agent for the Company or directly to the Agents acting as principals. Further, pursuant to the terms of the Distribution Agreement, the Company may also enter into one or more forward sale agreements with one or more of the Forward Purchasers. In connection with any forward sale agreement, the applicable Forward Purchaser will use commercially reasonable efforts, consistent with its normal trading and sales practices for similar transactions and applicable law and regulation, to borrow from third parties and, through its affiliated Forward Seller acting as agent for the applicable Forward Purchaser, sell a number of Forward Shares equal to the number of shares of Common Stock specified in such forward sale agreement.

The Shares may be sold by any method permitted by law deemed to be an “at-the-market” offering as defined in Rule 415(a)(4) of the Securities Act of 1933, as amended (the “Securities Act”), including, without limitation, sales made directly on the Nasdaq Global Select Market, on any other primary trading market for the Common Stock or to or through a market maker (which may include block transactions). In addition, with the Company’s prior consent, the Agents may also sell the Shares in privately negotiated transactions.

The aggregate compensation to the Agents, acting as sales agents on our behalf, for sales of the Issuance Shares or otherwise under the Distribution Agreement will be up to $11.25 million. The Distribution Agreement also provides that a Forward Purchaser will be entitled to commissions at a mutually agreed rate that will not exceed 1.5% of the volume-weighted average price at which its affiliated Forward Seller sells Forward Shares during the forward hedge selling period applicable to a forward sale agreement.

The offering of Shares pursuant to the Distribution Agreement will terminate upon the earlier of (i) the sale of the maximum aggregate gross proceeds of Common Stock authorized to be sold under the Distribution Agreement and (ii) the termination of the Distribution Agreement as permitted therein. The offering of Shares pursuant to the Distribution Agreement may also be suspended as permitted therein.

The Company intends to contribute the net proceeds (i) from sales of shares of its Common Stock to or through the Agents and (ii) upon settlement of any forward sale agreement, in each case, to Sabra Health Care Limited Partnership (the “Operating Partnership”), which in turn intends to use the net proceeds to repay indebtedness, to fund possible future investments and/or for general corporate purposes.

The Company will not initially receive any proceeds from any sale of Forward Shares by a Forward Seller. The Company expects to physically settle any forward sale agreement into which it enters (by the delivery of shares of the Common Stock) and receive proceeds from the sale of those shares of Common Stock upon one or more

settlement dates under the forward sale agreement no later than the date that is one year from entry into the applicable forward sale agreement. The Company may also elect to cash settle or net share settle all or a portion of its obligations under any forward sale agreement. If the Company elects to cash settle any forward sale agreement, it may not receive any proceeds, and may owe cash to the relevant Forward Purchaser in certain circumstances. If the Company elects to net share settle any forward sale agreement, it will not receive any proceeds, and it may owe shares of Common Stock to the relevant Forward Purchaser in certain circumstances. Any forward sale agreement is subject to early termination or settlement under certain circumstances.

The foregoing description of the material terms of the Distribution Agreement and the transactions contemplated thereby is qualified in its entirety by reference to the full text of the Distribution Agreement, a copy of which is filed as Exhibit 1.1 to this Current Report on Form 8-K and is incorporated herein by reference. The foregoing description of the forward sales agreement that may be entered into with the relevant Forward Purchaser is qualified in its entirety by reference to the full text of the form of forward confirmation, which is included as Exhibit 3(b) to Exhibit 1.1 to this Current Report on Form 8-K and is incorporated herein by reference.

The offer and sale of the Shares under the ATM Program is registered under the Securities Act pursuant to the Company’s automatic shelf registration statement on Form S-3 (File No. 333-289246), filed by the Company with the Securities and Exchange Commission (the “SEC”) on August 5, 2025, and the prospectus supplement filed by the Company with the SEC on August 5, 2025. This Current Report on Form 8-K does not constitute an offer to sell or the solicitation of an offer to buy nor shall there be any sale of Shares in any state in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such state.

A copy of the opinion of Venable LLP, relating to the legality of the Shares, is filed as Exhibit 5.1 to this Current Report on Form 8-K.

Item 1.02 Termination of a Material Definitive Agreement.

On August 5, 2025, the Company terminated that certain equity distribution agreement entered into on February 23, 2023 among the Company and the sales agents and forward purchasers party thereto (the “Prior Distribution Agreement”). The Prior Distribution Agreement provided for the issuance and sale from time to time of shares of Common Stock having an aggregate gross sales price of up to $500.0 million (i) by the Company through a consortium of banks acting as sales agents or directly to the banks acting as principals or (ii) by a consortium of banks acting as forward sellers on behalf of the relevant forward purchasers pursuant to a forward sale agreement (the “2023 ATM Program”). Additional terms of the Prior Distribution Agreement are summarized in the Company’s Current Report on Form 8-K filed with the SEC on February 23, 2023, which description is incorporated herein by reference. At the time of termination of the Prior Distribution Agreement, shares of Common Stock having an aggregate offering price of $109.3 million were not sold under the Prior Distribution Agreement. In addition, shares of Common Stock having an aggregate offering price of $266.5 million are subject to forward sale agreements entered into pursuant to the Prior Distribution Agreement that will remain outstanding following its termination. These forward sale agreements have a one year term from the date they were entered into during which time the Company may settle the forward sales by delivery of physical shares of common stock to the forward purchasers or, at the Company’s election, in cash or net shares.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits

1.1		Equity Distribution Agreement, dated August 5, 2025, among the Company, the Agents party thereto, and the Forward Purchasers party thereto.
5.1		Opinion of Venable LLP.
23.1		Consent of Venable LLP (included in Exhibit 5.1).
104		Cover Page Interactive Data File (embedded within the Inline XBRL document).

SIGNATURES

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.

SABRA HEALTH CARE REIT, INC.
/s/ Michael Costa
Name:		Michael Costa
Title:		Chief Financial Officer, Secretary and Executive Vice President

Dated: August 5, 2025

FAQ

What did Sabra Health Care REIT (SBRA) announce on 5-Aug-2025?

It entered a new $750 million at-the-market equity distribution agreement and terminated its 2023 ATM program.

How much stock can SBRA sell under the new ATM program?

Up to $750 million of common stock, via direct sales or forward sale agreements.

What is the purpose of the ATM proceeds for SBRA?

Proceeds will be used to repay indebtedness, fund future investments, and for general corporate purposes.

Does SBRA receive cash from forward sales immediately?

No. SBRA receives cash only upon physical settlement, which can occur up to one year after each forward sale.

What happens to the previous $500 million ATM program?

It was terminated; $109.3 million of unused capacity lapses, while $266.5 million of existing forward contracts remain outstanding.