Sabra Health Care REIT (SBRA) EVP stock units vest and cover taxes

Rhea-AI Filing Summary

Sabra Health Care REIT, Inc. executive Darrin Smith reported performance-based equity awards and related tax share withholding. On February 10, 2026, he acquired 5,483 shares from FFO-based units and 14,088 shares from annual bonus PSUs, both vesting at no cash cost. The company withheld 2,927 and 6,390 shares at $19.15 per share to satisfy tax obligations. Following these transactions, he directly holds 115,445 shares of common stock, which includes 32,708 stock units payable one-for-one in 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^*

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)
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		5,483(1)	A	$0	110,674	D
Common Stock	02/10/2026		F		2,927(2)	D	$19.15	107,747	D
Common Stock	02/10/2026		A		14,088(3)	A	$0	121,835	D
Common Stock	02/10/2026		F		6,390(2)	D	$19.15	115,445(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 a funds from operations-based stock unit ("FFO units") award granted on December 27, 2022, including 1,152 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. Represents shares of the Issuer's Common Stock issued under the Issuer's 2009 Performance Incentive Plan subject to an annual bonus performance stock unit ("PSU") award granted on March 19, 2025, including 896 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 PSUs earned was 168.4% of the target. Upon this determination, the PSUs vested and were paid out immediately. Each PSU represented a contingent right to receive one share of the Issuer's Common Stock, based on the Issuer's achievement of an adjusted normalized funds from operations per share target for a performance period beginning January 1, 2025 and ending December 31, 2025.

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	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 transactions did Sabra (SBRA) report for Darrin Smith on February 10, 2026?

Sabra reported that Executive VP, CIO & Secretary Darrin Smith received two performance-based stock awards and had shares withheld for taxes. He acquired 5,483 shares from FFO units and 14,088 shares from PSUs, while 2,927 and 6,390 shares were disposed of to cover tax liabilities.

Were Darrin Smith’s February 2026 SBRA share dispositions open-market sales?

No, the dispositions were for tax withholding purposes. The filing states shares were withheld under Rule 16b-3 to satisfy tax obligations tied to vesting restricted and performance stock units, at a reported price of $19.15 per share, rather than discretionary open-market sales.

How many Sabra (SBRA) shares does Darrin Smith own after these Form 4 transactions?

After the reported transactions, Darrin Smith directly owns 115,445 shares of Sabra common stock. This total includes 32,708 stock units that will be settled on a one-for-one basis in shares of common stock when they are ultimately paid out.

What performance metrics determined Darrin Smith’s February 2026 Sabra stock vesting?

The vesting was tied to funds from operations-based and adjusted normalized FFO per share targets. FFO units earned 90.8% of target for a 2025 performance period, while performance stock units earned 168.4% of target, leading to immediate vesting and share settlement on February 10, 2026.

What Sabra (SBRA) incentive plans were used for Darrin Smith’s equity awards?

The awards came under Sabra’s 2009 Performance Incentive Plan. One grant involved FFO-based stock units granted December 27, 2022, and the other an annual bonus performance stock unit award granted March 19, 2025, both settling in common shares upon meeting performance goals.