Sabra (NASDAQ: SBRA) CFO gains 22,848 shares from FFO-based award vesting

Rhea-AI Filing Summary

Sabra Health Care REIT, Inc.’s Executive VP, CFO & Treasurer Michael Lourenco Costa reported acquiring 22,848 shares of common stock on February 10, 2026 through vesting of performance-based stock units granted under the company’s 2009 Performance Incentive Plan.

The award was tied to funds-from-operations performance for the period from January 1, 2025 to December 31, 2025, with the compensation committee determining 90.8% of the target was earned, including 4,803 shares from dividend equivalents. Following this transaction, Costa directly beneficially owns 457,516 common shares, and the vested units are scheduled to be settled in shares on January 4, 2027, subject to earlier payment upon death, disability, or change of control.

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)
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)
			Code	V	Amount	(A) or (D)	Price
Common Stock	02/10/2026		A		22,848(1)	A	$0	457,516(2)	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 funds from operations-based stock unit ("FFO units") award granted on December 27, 2022, including 4,803 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. Includes 274,410 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	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).
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FAQ

What insider transaction did SBRA’s CFO report on this Form 4?

SBRA’s Executive VP, CFO & Treasurer Michael Lourenco Costa reported acquiring 22,848 shares of common stock. The shares came from vesting of performance-based stock units granted under Sabra’s 2009 Performance Incentive Plan, rather than from an open-market stock purchase.

How were the SBRA performance stock units earned and what percentage vested?

The stock units were tied to a funds from operations performance target for January 1, 2025 through December 31, 2025. Sabra’s compensation committee determined that 90.8% of the target was achieved, which triggered immediate vesting of the corresponding FFO-based stock units into common shares.

When will the vested SBRA units be paid out in common stock?

The vested FFO-based units are scheduled to be settled on a one-for-one basis in shares of Sabra’s common stock on January 4, 2027. The award allows for earlier payment if there is death, disability, or a change of control before that date.

How many SBRA shares does the reporting executive beneficially own after this transaction?

After the vesting transaction, Michael Lourenco Costa beneficially owns 457,516 Sabra common shares directly. In addition, Form 4 notes indirect holdings of 784 shares through the reporting person’s IRA and 207 shares through the reporting person’s spouse’s IRA.

What role did dividend equivalents play in the SBRA stock award vesting?

The reported 22,848 acquired shares include 4,803 shares attributed to dividend equivalent payments. These dividend equivalents were calculated using the market value of Sabra’s common stock on each applicable dividend date and were added to the vested performance-based stock unit award.

What other SBRA equity does the executive hold in stock units?

The filing indicates that holdings include 274,410 stock units. Upon settlement, each stock unit will be paid in one share of Sabra’s common stock, providing additional future equity exposure beyond currently owned common shares.