Sabra (SBRA) CFO Credited 3,473 Stock Units Under 2009 Plan

Rhea-AI Filing Summary

Sabra Health Care REIT, Inc. (SBRA) Form 4 shows Executive Vice President, Chief Financial Officer and Secretary Michael Lourenco Costa received 3,473 common stock units on 08/29/2025 as dividend-equivalent payments tied to previously granted performance stock units under the 2009 Performance Incentive Plan. These units were credited at a $0 purchase price and will vest and be payable on the same terms as the original awards. After this issuance, the reporting person beneficially owned 351,822 common shares/stock units, which includes 224,780 stock units that will settle one-for-one into shares upon settlement. The filing also discloses indirect holdings of 784 shares via the reporting person’s IRA and 207 shares via the reporting person’s spouse’s IRA. The filing is signed by Michael Lourenco Costa on 09/03/2025.

Insights

Securities Analyst

TL;DR: Routine insider equity accrual from dividend equivalents increases beneficial ownership but is not a sale or external purchase.

This Form 4 documents a non-cash credit of 3,473 stock units to the CFO as dividend-equivalent payments tied to previously granted performance units under the company's 2009 incentive plan. The units carry the same vesting and payout terms as the underlying awards and were recorded at a $0 acquisition price, reflecting an administrative credit rather than an open-market transaction. Post-transaction beneficial ownership is 351,822 shares/units, including 224,780 units slated to settle one-for-one into common stock. For investors, this is a routine equity compensation accounting event rather than an indicator of active insider buying or selling.

Corporate Governance Expert

TL;DR: Disclosure aligns with Section 16 reporting; credits reflect compensation plan mechanics, not a change in control or sale.

The filing appropriately discloses the dividend-equivalent credit under the issuer’s 2009 Performance Incentive Plan and identifies both direct and indirect holdings (including IRAs). The disclosure of the one-for-one settlement amount provides clarity on potential dilution when units convert to shares. There is no indication of amendment or corrective filing beyond the single Form 4, and signatures are present. This is a standard compensation-related reporting event with limited corporate governance implications.

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^*

Costa Michael Lourenco

(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, CFO & Secretary

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		3,473(1)	A	$0	351,822(2)	D
Common Stock								784	I	By Reporting Person's IRA
Common Stock								207	I	By Reporting Person's Spouse's IRA

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 224,780 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 Lourenco Costa	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

What transaction did Michael Lourenco Costa report on the SBRA Form 4?

The reporting person received 3,473 common stock units as dividend-equivalent payments on 08/29/2025 under the 2009 Performance Incentive Plan, recorded at a $0 price.

How many shares or units does Michael Lourenco Costa beneficially own after the reported transaction?

He beneficially owned 351,822 common shares/stock units following the reported transaction, which includes 224,780 units that will settle one-for-one into shares.

Are there any indirect holdings disclosed on the Form 4 for SBRA?

Yes. The filing lists 784 shares held in the reporting person’s IRA and 207 shares held in the reporting person’s spouse’s IRA as indirect holdings.

Was this a market purchase or sale reported on the Form 4?

No. The transaction code is an A (acquisition) representing dividend-equivalent stock units credited; the price is reported as $0, indicating a non-cash compensation credit.

When was the Form 4 signed by the reporting person?

The Form 4 bears the signature of Michael Lourenco Costa dated 09/03/2025.