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  4. [Form 4] Sabra Health Care REIT, Inc. Insider Trading Activity

Sabra Health Care REIT (SBRA) CEO equity award change reported in Form 4

Filing Impact
(Very High)
Filing Sentiment
(Negative)
Form Type
4

Rhea-AI Filing Summary

Sabra Health Care REIT, Inc. reported insider equity activity for Chair, CEO and President Richard K. Matros. On January 8, 2026, 319,394 shares of common stock vested from relative total stockholder return-based stock units granted on December 27, 2022, including 67,146 shares tied to dividend equivalents. The Compensation Committee determined that TSR units were earned at 200% of target, and the vested units will be settled one-for-one in common shares on or about January 2, 2027, subject to earlier payout upon death, disability or change of control.

The filing also shows 223,944 shares withheld at $19.61 per share to cover tax obligations related to previously vested restricted stock units. In addition, 232,936 shares acquired from previously vested restricted stock units were transferred from Matros directly to the R&A Matros Revocable Trust, which held 1,857,686 shares of common stock after the reported transactions.

Positive

  • None.

Negative

  • None.
Insider MATROS RICHARD K
Role Chair, CEO and President
Type Security Shares Price Value
Grant/Award Common Stock 319,394 $0.00 $0.00
Exercise Price or Tax Liability Common Stock 223,944 $19.61 $4.39M
Gift Common Stock 232,936 $0.00 $0.00
Gift Common Stock 232,936 $0.00 $0.00
Holdings After Transaction: Common Stock — 829,880 shares (Direct); Common Stock — 1,857,686 shares (Indirect, By R&A Matros Revocable Trust)
Footnotes (4)
  1. F1. 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 67,146 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. F2. 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. F3. Represents shares of the Issuer's Common Stock acquired in connection with the payout of previously vested restricted stock units that have been transferred by the reporting person to the R&A Matros Revocable Trust.
  4. F4. Consists of stock units that, upon settlement, will be paid on a one-for-one basis in shares of the Issuer's Common Stock.

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FAQ

What does Sabra Health Care REIT (SBRA) CEO Richard K. Matross latest Form 4 report?

The filing reports equity compensation events for Richard K. Matros, including the vesting of performance-based stock units, tax withholding through share retention, and a transfer of shares to the R&A Matros Revocable Trust. All transactions involve Sabra Health Care REIT, Inc. common stock.

How many Sabra (SBRA) performance-based stock units vested for the CEO on January 8, 2026?

On January 8, 2026, 319,394 shares of Sabra common stock vested from relative total stockholder return-based stock units, including 67,146 shares related to dividend equivalent payments. The Compensation Committee determined the TSR units were earned at 200% of target.

When will the vested TSR units for Sabra (SBRA) be paid to Richard K. Matros?

The vested TSR units are scheduled to be paid on a one-for-one basis in shares of Sabra common stock on or about January 2, 2027, with the possibility of earlier payment in the event of death, disability or change of control.

How many Sabra (SBRA) shares were withheld for taxes in this Form 4?

The filing shows 223,944 shares of Sabra common stock were withheld in accordance with Rule 16b-3 to satisfy tax withholding obligations tied to the payout of previously vested restricted stock units. The withholding was priced at $19.61 per share.

What is the R&A Matros Revocable Trusts position in Sabra (SBRA) after these transactions?

The Form 4 reports that 232,936 shares of Sabra common stock, received from the payout of previously vested restricted stock units, were transferred to the R&A Matros Revocable Trust. Following this transfer, the trust beneficially owned 1,857,686 shares of Sabra common stock indirectly.

What roles does Richard K. Matros hold at Sabra Health Care REIT (SBRA)?

Richard K. Matros is reported as both a Director and an Officer of Sabra Health Care REIT, Inc., serving as Chair, CEO and President, according to the Form 4.

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
OMB APPROVAL
OMB Number: 3235-0287
Estimated average burden
hours per response: 0.5
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*
MATROS RICHARD K
(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)
X Director 10% Owner
X Officer (give title below) Other (specify below)
Chair, CEO and President
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 319,394(1) A $0 1,286,760 D
Common Stock 01/08/2026 F 223,944(2) D $19.61 1,062,816 D
Common Stock 01/08/2026 G 232,936(3) D $0 829,880(4) D
Common Stock 01/08/2026 G 232,936(3) A $0 1,857,686 I By R&A Matros Revocable Trust
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 67,146 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. Represents shares of the Issuer's Common Stock acquired in connection with the payout of previously vested restricted stock units that have been transferred by the reporting person to the R&A Matros Revocable Trust.
4. Consists of 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.

Source: View Original Filing on SEC EDGAR