Sabra Health Care (NASDAQ: SBRA) EVP stock award vesting details

Rhea-AI Filing Summary

Sabra Health Care REIT, Inc. Executive VP, CIO & Secretary Darrin Smith reported equity-related transactions in the company’s common stock. On January 8, 2026, he acquired 13,710 shares at $0 per share from the vesting of relative total stockholder return-based stock units granted under the 2009 Performance Incentive Plan, including 2,882 shares tied to dividend equivalents. On the same date, the company withheld 5,432 shares at $19.61 per share and another 4,963 shares at $19.61 per share to cover tax obligations related to restricted stock unit vesting and payout. Following these transactions, he directly owned 105,191 shares of common stock, including 32,708 stock units payable share-for-share upon settlement.

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

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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^*

Smith Darrin

(Last) (First) (Middle)

C/O SABRA HEALTH CARE REIT, INC.

1781 FLIGHT WAY

(Street)

TUSTIN CA 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)

	Director		10% Owner
X	Officer (give title below)		Other (specify below)
	Executive VP, CIO & Secretary

3. Date of Earliest Transaction (Month/Day/Year)
01/08/2026

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)
			Code	V	Amount	(A) or (D)	Price
Common Stock	01/08/2026		A		13,710(1)	A	$0	115,586	D
Common Stock	01/08/2026		F		5,432(2)	D	$19.61	110,154	D
Common Stock	01/08/2026		F		4,963(3)	D	$19.61	105,191(4)	D

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)
				Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares

Explanation of Responses:

1. Represents the vesting of stock units granted under the Issuer's 2009 Performance Incentive Plan subject to relative total stockholder return-based stock unit ("TSR units") awards granted on December 27, 2022, including 2,882 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 January 8, 2026 that the number of TSR units earned was 200% of the target, based on the percentile ranking of the Issuer's total stockholder return among the total stockholder returns for the stocks comprising a group of preselected peer companies over the three-year performance period. Upon this determination, the TSR units vested and were settled immediately.

2. Represents shares withheld by the Issuer in accordance with Rule 16b-3 to satisfy tax withholding obligations in connection with the vesting and settlement of restricted stock units previously granted to the reporting person.

3. Represents shares withheld by the Issuer in accordance with Rule 16b-3 to satisfy tax withholding obligations in connection with the payout of previously vested restricted stock units previously granted to the reporting person

4. Includes 32,708 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	01/12/2026
	** 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.
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FAQ

What insider transactions did SBRA executive Darrin Smith report?

Darrin Smith reported the acquisition of 13,710 shares of Sabra Health Care REIT, Inc. common stock from the vesting of performance-based stock units, along with share withholdings for taxes tied to restricted stock units.

How many SBRA shares did Darrin Smith acquire on January 8, 2026?

On January 8, 2026, he acquired 13,710 shares of Sabra common stock at $0 per share upon vesting and settlement of relative total stockholder return-based stock units.

Why were some SBRA shares withheld in Darrin Smith’s Form 4 filing?

The filing shows withholdings of 5,432 shares and 4,963 shares at $19.61 per share, representing shares withheld by the issuer under Rule 16b-3 to satisfy tax withholding obligations related to restricted stock unit vesting and payout.

How many SBRA shares does Darrin Smith own after these transactions?

After the reported transactions, Darrin Smith directly beneficially owned 105,191 shares of Sabra common stock, which includes 32,708 stock units that will be settled on a one-for-one basis in shares.

What performance conditions applied to the TSR units in the SBRA Form 4?

The stock units vested based on relative total stockholder return over a three-year period, with the Compensation Committee determining on January 8, 2026 that 200% of the target TSR units were earned versus a peer group.

What plan governed the stock unit awards reported by SBRA’s executive?

The reported stock unit vesting arose under the issuer’s 2009 Performance Incentive Plan, which provided the relative total stockholder return-based stock unit awards granted on December 27, 2022.