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

Rhea-AI Filing Summary

Reporting person: Lynne S. Katzmann, a director of Sabra Health Care REIT, Inc. (SBRA). Transaction date: 08/29/2025; Form filed: Form 4 signed 09/03/2025 by attorney-in-fact.

The report shows 813 stock units were acquired as dividend equivalent payments on previously granted stock units under the Issuer's 2009 Performance Incentive Plan at a reported price of $0. After the transaction the reporting person beneficially owns 75,405 shares equivalent, which include 6,922 unvested stock units and 45,688 vested stock units with deferred payment. Each stock unit represents the right to receive one share of the Issuer's common stock. The acquired dividend-equivalent units will vest and be payable on the same terms as the original awards.

Positive

• Increased alignment with shareholders: Director received equity-linked compensation (813 dividend-equivalent units) tying pay to stock performance.
• Significant existing stake: Reporting person beneficially owns 75,405 units, indicating meaningful insider exposure to company equity.

Negative

• Majority of holdings not liquid: 6,922 units are unvested and 45,688 are vested but payment is deferred, limiting immediate liquidity.
• No open-market purchase: The acquisition was non-cash (dividend equivalents) rather than an outright stock purchase, which may be less indicative of active insider buying interest.

Insights

Corporate Governance Expert

TL;DR: Director received dividend-equivalent stock units, increasing her beneficial ownership to 75,405 units; most are either vested-and-deferred or unvested.

This Form 4 documents a non-cash grant treatment where 813 dividend-equivalent stock units were credited on 08/29/2025 under the 2009 Performance Incentive Plan. The fact that 45,688 units are vested but payment is deferred indicates the director participates in a deferred compensation or long-term retention structure. The 6,922 unvested units remain subject to vesting conditions. For governance oversight, this is a routine equity-compensation update rather than a market sale or purchase and conveys alignment with shareholder interests through equity-based pay.

Securities Analyst

TL;DR: Incremental non-cash issuance of 813 units; ownership now 75,405 units, no cash consideration paid.

The transaction code indicates an acquisition (code A) via dividend-equivalent payments with a reported price of $0, so there was no cash outlay by the reporting person. From an investor disclosure standpoint, the filing updates insider holdings and shows concentrated holdings via deferred and unvested units: 45,688 vested-and-deferred units and 6,922 unvested units. This is a routine insider compensation event and does not reflect an open-market buy or sale.

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
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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^*

KATZMANN LYNNE S

(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
	Officer (give title below)		Other (specify below)

3. Date of Earliest Transaction (Month/Day/Year)
08/29/2025

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	08/29/2025		A		813(1)	A	$0	75,405(2)	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 stock units credited to the reporting person in the form of dividend equivalent payments on stock units previously granted to the reporting person that are outstanding under the Issuer's 2009 Performance Incentive Plan, calculated on the basis of the market value of the Issuer's common stock on the dividend payment date. These units will vest and become payable on the same terms as the original stock units to which they relate.

2. Includes 6,922 unvested stock units and 45,688 stock units that have vested but the payment of which has been deferred. Each stock unit represents the right to receive one share of the Issuer's Common Stock.

Remarks:

	/s/ Michael Costa, as Attorney-in-Fact	09/03/2025
	** 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

Who filed the Form 4 for SBRA and what was reported?

The Form 4 was filed for Lynne S. Katzmann, a director of Sabra Health Care REIT, reporting the acquisition of 813 stock units as dividend-equivalent payments on 08/29/2025.

How many shares does the reporting person beneficially own after the transaction?

The reporting person beneficially owns 75,405 shares/stock units following the reported transaction.

What portion of the reported holdings are unvested or deferred?

The filing states 6,922 unvested stock units and 45,688 vested stock units with payment deferred are included in the total beneficial ownership.

Was there any cash paid for the 813 units?

No cash was paid; the 813 units were recorded as dividend equivalent payments with a reported price of $0.

Under which plan were the dividend-equivalent units credited?

They were credited under the Issuer's 2009 Performance Incentive Plan and will vest/pay on the same terms as the original stock units.