Sabra Health Care REIT, Inc. (SBRA) EVP receives vested TSR stock

Rhea-AI Filing Summary

Sabra Health Care REIT, Inc.’s Executive VP & CAO, Jessica Flores, reported equity award activity in the company’s common stock. On January 8, 2026, she acquired 7,996 shares at $0 upon vesting of performance-based stock units granted under the 2009 Performance Incentive Plan, including shares from dividend equivalents. The Compensation Committee determined that total stockholder return over a three-year period earned 200% of the target, triggering full vesting and immediate settlement.

On the same date, 3,128 shares and 3,929 shares were withheld by the issuer at $19.61 per share to satisfy tax withholding obligations related to restricted stock unit vesting and payout. After these non-market transactions, Flores directly beneficially owned 84,546 shares of common stock, which includes 25,159 stock units that will settle one-for-one in Sabra common shares.

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)
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		7,996(1)	A	$0	91,603	D
Common Stock	01/08/2026		F		3,128(2)	D	$19.61	88,475	D
Common Stock	01/08/2026		F		3,929(3)	D	$19.61	84,546(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 1,680 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 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	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 transaction did SBRA Executive VP & CAO Jessica Flores report?

Jessica Flores reported equity award activity in Sabra Health Care REIT, Inc. common stock, including vesting of performance-based stock units and related tax withholding share transactions on January 8, 2026.

How many Sabra (SBRA) shares did Jessica Flores receive from award vesting?

She acquired 7,996 shares of Sabra common stock at $0 per share upon vesting of total stockholder return-based stock units granted on December 27, 2022, including 1,680 shares from dividend equivalent payments.

What do the tax withholding transactions mean in the SBRA Form 4?

The Form 4 shows two transactions of 3,128 shares and 3,929 shares at $19.61 per share coded as F, which the issuer withheld under Rule 16b-3 to cover tax withholding obligations tied to restricted stock unit vesting and payout, rather than open-market sales.

How many Sabra shares does Jessica Flores own after these transactions?

Following the reported transactions, Jessica Flores directly beneficially owned 84,546 shares of Sabra common stock, including 25,159 stock units that will settle on a one-for-one basis in Sabra shares upon settlement.

What performance outcome triggered the vesting of Flores’ TSR units at Sabra (SBRA)?

The Compensation Committee determined on January 8, 2026 that Sabra’s total stockholder return ranked such that her TSR units earned 200% of the target over a three-year performance period versus a preselected peer group, causing the units to vest and settle immediately.

Are any of Jessica Flores’ Sabra holdings indirect or held through another entity?

The reported transactions and holdings are listed as direct beneficial ownership, and the filing does not attribute them to any separate trust, LLC, or other indirect ownership vehicle in the provided excerpt.