Sabra Health Care REIT Insider Files Form 4 for 877 Stock Units

Rhea-AI Filing Summary

Catherine Cusack, a director of Sabra Health Care REIT, Inc. (SBRA), was credited with 877 additional common stock units on 08/29/2025 as dividend equivalent payments under the Issuer's 2009 Performance Incentive Plan at no cash cost. Following the transaction she beneficially owns 71,276 shares or stock units in total, which includes 6,922 unvested stock units and 49,854 vested units with deferred payment. Each stock unit equals the right to receive one share of common stock and the dividend-equivalent units will vest and pay out on the same schedule as the original awards.

Positive

• Director alignment: Reporting person received 877 dividend-equivalent stock units, increasing insider stake and aligning interests with shareholders
• Transparency: Filing clearly discloses breakdown of 6,922 unvested units and 49,854 vested but deferred units, clarifying timing and nature of holdings

Negative

• None.

Insights

Corporate Governance Expert

TL;DR: Director received dividend-equivalent stock units, modestly increasing her beneficial stake; transaction is routine director compensation.

This Form 4 reports a non-cash acquisition of 877 stock units as dividend equivalents under the company's 2009 Performance Incentive Plan. Such payments are common mechanisms to preserve economic equivalence for deferred equity awards. The report states total beneficial ownership at 71,276 units, with 6,922 unvested and 49,854 vested but deferred, clarifying the mix of immediate and contingent ownership. There is no cash purchase or option exercise disclosed.

Securities Analyst

TL;DR: Disclosure shows routine equity compensation activity with no immediate cash flow or exercised options; immaterial to valuation alone.

The filing documents a non-derivative acquisition coded as "A" for 877 units credited at a price of $0, consistent with dividend-equivalent accruals on outstanding performance-based units. The explanation ties these units to prior awards and confirms identical vesting/payment terms. For investors evaluating share count or insider alignment, this is a standard administrative increase in insider holdings rather than a market-moving transaction.

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^*

Cusack Catherine

(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		877(1)	A	$0	71,276(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 49,854 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

What transaction did Catherine Cusack report on Form 4 for SBRA?

The Form 4 reports the acquisition of 877 common stock units on 08/29/2025 as dividend-equivalent payments under the 2009 Performance Incentive Plan.

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

After the reported transaction the reporting person beneficially owns 71,276 shares or stock units in total.

How many of the reported units are unvested or deferred?

The filing discloses 6,922 unvested stock units and 49,854 vested units with payment deferred.

Was any cash paid for the 877 units reported on the Form 4?

No cash was paid; the units were credited as dividend equivalents and are reported with a price of $0.

Do the dividend-equivalent units have different vesting than the original awards?

No; the filing states these units "will vest and become payable on the same terms as the original stock units to which they relate."