Sabra Health (SBRA) CFO awarded 85,690 TSR shares, 46,132 withheld

Rhea-AI Filing Summary

Sabra Health Care REIT, Inc. reported an equity award and related tax withholding for its Executive VP, CFO & Treasurer, Michael Lourenco Costa. On January 8, 2026, he acquired 85,690 shares of common stock at $0, reflecting the vesting of total stockholder return-based stock units granted under the company’s 2009 Performance Incentive Plan, including 18,014 shares from dividend equivalents. The compensation committee determined that 200% of the target TSR units were earned over a three-year performance period, and the vested units will be settled one-for-one in common shares on or about January 2, 2027, subject to earlier payment in specified events.

On the same date, 46,132 shares were withheld at $19.61 per share to satisfy tax obligations tied to previously vested restricted stock units. Following these transactions, Costa directly beneficially owned 434,668 common shares, plus indirect holdings of 784 shares in his IRA and 207 shares in his spouse’s IRA. His holdings also include 251,562 stock units payable in an equal number of common shares 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^*

Costa Michael Lourenco

(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, CFO & Treasurer

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		85,690(1)	A	$0	480,800	D
Common Stock	01/08/2026		F		46,132(2)	D	$19.61	434,668(3)	D
Common Stock								784	I	By Reporting Person's IRA
Common Stock								207	I	By Reporting Person's Spouse's IRA

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 a relative total stockholder return-based stock unit ("TSR units") award granted on December 27, 2022, including 18,014 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 pre-selected peer companies over the three-year performance period. Upon this determination, the TSR units vested immediately. The vested units will be paid on a one-for-one basis in shares of the Issuer's Common Stock on or about January 2, 2027, subject to earlier payment in the event of death, disability or change of control.

2. 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.

3. Includes 251,562 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 Lourenco Costa	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.
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.

FAQ

What insider transactions did Sabra Health Care REIT (SBRA) report on January 8, 2026?

The company reported that Executive VP, CFO & Treasurer Michael Lourenco Costa acquired 85,690 shares of common stock at $0 from the vesting of performance-based stock units and had 46,132 shares withheld at $19.61 per share to cover tax obligations tied to previously vested restricted stock units.

How many Sabra Health Care REIT (SBRA) shares does the CFO beneficially own after these Form 4 transactions?

After the reported transactions, Michael Lourenco Costa directly beneficially owned 434,668 shares of Sabra Health Care REIT common stock, with an additional 784 shares held indirectly through his IRA and 207 shares held indirectly through his spouse’s IRA.

What is the nature of the 85,690 Sabra Health Care REIT (SBRA) shares reported as acquired by the CFO?

The 85,690 shares represent the vesting of relative total stockholder return-based stock units granted on December 27, 2022 under the 2009 Performance Incentive Plan, including 18,014 shares from dividend equivalent payments calculated on the applicable dividend dates.

How was the performance for the Sabra Health Care REIT (SBRA) TSR units determined for the CFO’s award?

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 Sabra Health Care REIT’s total stockholder return versus a pre-selected peer group over a three-year performance period.

When will the vested Sabra Health Care REIT (SBRA) TSR units be paid to the CFO?

The vested TSR units will be paid to Michael Lourenco Costa on a one-for-one basis in shares of Sabra Health Care REIT common stock on or about January 2, 2027, subject to earlier payment in the event of death, disability or change of control.

Why were 46,132 Sabra Health Care REIT (SBRA) shares withheld from the CFO?

The 46,132 shares were withheld by Sabra Health Care REIT under Rule 16b-3 to satisfy tax withholding obligations in connection with the payout of previously vested restricted stock units that had been granted to Michael Lourenco Costa.

What additional stock-based interests does the Sabra Health Care REIT (SBRA) CFO hold beyond common shares?

Michael Lourenco Costa’s holdings include 251,562 stock units that, upon settlement, will be paid on a one-for-one basis in shares of Sabra Health Care REIT common stock, in addition to his directly and indirectly held common shares.