SBRA (SBRA) CEO Matros receives 85,160 shares from FFO unit vesting

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Form Type

Rhea-AI Filing Summary

Sabra Health Care REIT, Inc. Chair, CEO and President Richard K. Matros acquired 85,160 shares of common stock on February 10, 2026 at a price of $0 per share through the vesting of previously granted stock units. Following this award, he directly owns 915,040 common shares and indirectly holds 1,857,686 shares through the R&A Matros Revocable Trust.

The vested shares relate to funds from operations-based stock units granted on December 27, 2022. The Compensation Committee determined that 90.8% of the target performance for the period from January 1, 2025 to December 31, 2025 was achieved, triggering immediate vesting. The vested units will be settled on a one-for-one basis in common shares on January 4, 2027, subject to earlier settlement upon death, disability or change of control.

Insider Trade Summary

Net Buyer: 85,160 shares

Net Buy 2 txns

Insider MATROS RICHARD K

Role Chair, CEO and President

Type	Security	Shares	Price	Value
Grant/Award	Common Stock	85,160	$0.00	$0.00
holding	Common Stock	--	--	--

Holdings After Transaction: Common Stock — 915,040 shares (Direct); Common Stock — 1,857,686 shares (Indirect, By R&A Matros Revocable Trust)

Footnotes (2)

F1. Represents the vesting of stock units granted under the Issuer's 2009 Performance Incentive Plan subject to a funds from operations-based stock unit ("FFO units") award granted on December 27, 2022, including 17,903 shares with respect to dividend equivalent payments calculated based on the market value of the Issuer's Common Stock on the applicable dividend date. The Compensation Committee determined on February 10, 2026 that the number of FFO units earned was 90.8% of the target. Upon this determination, the FFO units vested immediately. Each FFO unit represented a contingent right to receive one share of the Issuer's Common Stock, based on the Issuer's achievement of a funds from operations target for a performance period beginning January 1, 2025 and ending December 31, 2025. The vested units will be paid on a one-for-one basis in shares of the Issuer's Common Stock on January 4, 2027, subject to earlier payment in the event of death, disability or change of control.
F2. Consists of stock units that, upon settlement, will be paid on a one-for-one basis in shares of the Issuer's Common Stock.

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Form 4 Insider Transactions: What Each Field Means →

Accepted by SEC EDGAR 02/12/2026 - 08:27 PM

FAQ

What insider transaction did SBRA CEO Richard K. Matros report?

Richard K. Matros reported acquiring 85,160 Sabra Health Care REIT common shares via vesting of stock units. These units were granted under the 2009 Performance Incentive Plan and converted at a price of $0 per share following achievement of funds from operations performance targets.

How many Sabra Health Care REIT (SBRA) shares does Richard K. Matros now own?

After the reported award, Richard K. Matros directly owns 915,040 Sabra common shares. He also indirectly holds 1,857,686 additional shares through the R&A Matros Revocable Trust, reflecting both direct and trust-based beneficial ownership positions in the company’s stock.

What performance period governed the vested FFO units for SBRA’s CEO?

The vested funds from operations-based units covered a performance period from January 1, 2025 to December 31, 2025. The Compensation Committee determined that 90.8% of the target was achieved, which caused the stock units to vest and convert into common shares for the CEO.

When will the vested SBRA stock units be settled into common shares?

The vested stock units are scheduled to be settled on a one-for-one basis in Sabra common shares on January 4, 2027. Settlement may occur earlier if specific events arise, including death, disability, or a change of control affecting the company or the executive.

What plan governed the SBRA FFO-based stock unit award to Richard K. Matros?

The award was granted under Sabra Health Care REIT’s 2009 Performance Incentive Plan as funds from operations-based stock units. It included 17,903 shares from dividend equivalent payments, calculated using the market value of the company’s common stock on each applicable dividend date.

SEC Form 4

FORM 4

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940

OMB APPROVAL

OMB Number:			3235-0287
Estimated average burden
hours per response:			0.5

Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

Check this box to indicate that a transaction was made pursuant to a contract, instruction or written plan for the purchase or sale of equity securities of the issuer that is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c). See Instruction 10.

1. Name and Address of Reporting Person^*

MATROS RICHARD K

(Last)

(First)

(Middle)

C/O SABRA HEALTH CARE REIT, INC.

1781 FLIGHT WAY

(Street)

TUSTIN

92782

(City)

(State)

(Zip)

2. Issuer Name and Ticker or Trading Symbol
Sabra Health Care REIT, Inc. [ SBRA ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

X	Director	10% Owner
X	Officer (give title below)	Other (specify below)
	Chair, CEO and President

3. Date of Earliest Transaction (Month/Day/Year)
02/10/2026

4. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	3. Transaction Code (Instr. 8)		4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5)			5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)	6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
Common Stock	02/10/2026		A		85,160⁽¹⁾	A	$0	915,040⁽²⁾	D
Common Stock								1,857,686	I	By R&A Matros Revocable Trust

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	4. Transaction Code (Instr. 8)		5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)		6. Date Exercisable and Expiration Date (Month/Day/Year)		7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4)		8. Price of Derivative Security (Instr. 5)	9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)	10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	8. Price of Derivative Security (Instr. 5)		10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)

Explanation of Responses:

1. Represents the vesting of stock units granted under the Issuer's 2009 Performance Incentive Plan subject to a funds from operations-based stock unit ("FFO units") award granted on December 27, 2022, including 17,903 shares with respect to dividend equivalent payments calculated based on the market value of the Issuer's Common Stock on the applicable dividend date. The Compensation Committee determined on February 10, 2026 that the number of FFO units earned was 90.8% of the target. Upon this determination, the FFO units vested immediately. Each FFO unit represented a contingent right to receive one share of the Issuer's Common Stock, based on the Issuer's achievement of a funds from operations target for a performance period beginning January 1, 2025 and ending December 31, 2025. The vested units will be paid on a one-for-one basis in shares of the Issuer's Common Stock on January 4, 2027, subject to earlier payment in the event of death, disability or change of control.

2. Consists of stock units that, upon settlement, will be paid on a one-for-one basis in shares of the Issuer's Common Stock.

Remarks:

	/s/ Michael Costa, as Attorney-in-Fact	02/12/2026
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 4 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.

Source: View Original Filing on SEC EDGAR