Sabra (NASDAQ: SBRA) EVP awarded 3,198 shares; 1,172 withheld

Rhea-AI Filing Summary

Sabra Health Care REIT's Executive VP & CAO Jessica Flores reported equity compensation activity on February 10, 2026. She acquired 3,198 shares of common stock at $0 through vesting of funds-from-operations-based stock units granted under the 2009 Performance Incentive Plan.

On the same date, 1,172 shares were disposed of at $19.15 to satisfy tax withholding obligations related to restricted stock unit payouts. After these transactions, she directly owned 86,572 common shares, including 25,159 stock units that will settle one-for-one in common stock.

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^*

FLORES JESSICA

(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 & CAO

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		3,198(1)	A	$0	87,744	D
Common Stock	02/10/2026		F		1,172(2)	D	$19.15	86,572(3)	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 a funds from operations-based stock unit ("FFO units") award granted on December 27, 2022, including 672 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 and were settled 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.

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

3. Includes 25,159 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.
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FAQ

What insider transaction did Sabra Health Care REIT (SBRA) report for Jessica Flores?

Sabra reported that Executive VP & CAO Jessica Flores received 3,198 common shares via vesting of performance-based stock units. On the same day, 1,172 shares were disposed of to cover tax withholding, leaving her with 86,572 directly owned shares including un-settled stock units.

Was the Sabra (SBRA) Jessica Flores Form 4 a stock purchase or compensation vesting?

The filing reflects compensation vesting, not an open-market purchase. Flores acquired 3,198 shares at $0 through vesting of funds-from-operations-based stock units granted under Sabra’s 2009 Performance Incentive Plan, with part of the position reduced to satisfy tax obligations.

How many Sabra (SBRA) shares were withheld for Jessica Flores’s taxes?

A total of 1,172 Sabra common shares were disposed of at $19.15 per share to satisfy tax withholding obligations. This tax-related share withholding was connected to the payout of previously granted restricted stock units to Executive VP & CAO Jessica Flores.

What is Jessica Flores’s Sabra (SBRA) share ownership after the reported Form 4?

Following the transactions, Jessica Flores directly owns 86,572 Sabra common shares. This figure also reflects 25,159 stock units that, when settled, will be paid on a one-for-one basis in Sabra Health Care REIT common stock according to the filing disclosure.

What performance metric determined Jessica Flores’s 3,198-share award at Sabra (SBRA)?

The 3,198-share vesting came from funds-from-operations-based stock units. Sabra’s Compensation Committee determined 90.8% of the target FFO units were earned for the January 1, 2025 to December 31, 2025 performance period, triggering immediate vesting and settlement into common shares.

Does the Sabra (SBRA) Form 4 indicate derivative securities for Jessica Flores?

The reported activity centers on non-derivative common stock. However, the filing notes 25,159 stock units that will convert one-for-one into common shares upon settlement, effectively functioning as equity-based awards rather than traditional options or warrants for Executive VP & CAO Jessica Flores.