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

Rhea-AI Filing Summary

Talya Nevo-Hacohen, Executive VP, CIO & Treasurer of Sabra Health Care REIT, Inc. (SBRA), reported an acquisition on 08/29/2025 of 4,390 shares of Common Stock credited as stock units representing dividend equivalents on previously granted stock units under the 2009 Performance Incentive Plan. The report shows 335,989 shares beneficially owned directly following the transaction and 529,206 shares indirectly owned through The Talya Nevo-Hacohen Trust. Of the direct holdings, 283,959 are stock units payable one-for-one in common shares upon settlement and vesting under the original awards. The Form 4 was signed by an attorney-in-fact on 09/03/2025.

Positive

• Increase in beneficial ownership: Direct holdings rose to 335,989 shares/units following the credited stock units.
• Substantial combined ownership: Reporting person controls 529,206 shares indirectly via a trust, totaling 865,195 shares/units when combined with direct holdings.
• Dividend-equivalent treatment: The acquired 4,390 units were credited as dividend equivalents under the 2009 Performance Incentive Plan, vesting on original award terms.

Negative

• None.

Insights

Corporate Governance Expert

TL;DR: Insider received dividend-equivalent stock units that increase beneficial ownership; transaction is a non-cash compensation-related credit.

The filing documents a non-derivative acquisition of 4,390 stock units recorded as dividend equivalents under the company's 2009 Performance Incentive Plan. These units vest on the same schedule as the original awards, implying no immediate cash consideration (reported price $0). The reporting person retains substantial direct and indirect holdings totaling 865,195 shares or units combined, enhancing alignment with shareholders. The transaction appears procedural and compensation-related rather than a market purchase or sale.

Securities Analyst

TL;DR: The Form 4 shows compensation accrual rather than an open-market trade; ownership increases modestly via dividend equivalents.

The entry reflects dividend-equivalent credits tied to prior equity awards, increasing direct beneficial ownership to 335,989 and confirming indirect holdings of 529,206 via a trust. The declared acquisition price is $0, consistent with dividend-equivalent treatment. For investors reviewing insider activity, this is a routine, non-cash equity compensation event and not a liquidity-driven insider purchase 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

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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^*

Nevo-Hacohen Talya

(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, CIO & Treasurer

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		4,390(1)	A	$0	335,989(2)	D
Common Stock								529,206	I	By The Talya Nevo-Hacohen 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 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 283,959 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	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.
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FAQ

What transaction did Talya Nevo-Hacohen report on Form 4 for SBRA?

The report discloses an acquisition on 08/29/2025 of 4,390 common stock units credited as dividend equivalents under the 2009 Performance Incentive Plan.

How many shares did the reporting person own after the reported transaction?

Following the transaction the reporting person beneficially owned 335,989 shares directly and 529,206 shares indirectly via The Talya Nevo-Hacohen Trust.

Was any cash paid for the acquired units in the Form 4?

No cash was paid; the transaction lists a price of $0, reflecting dividend-equivalent credits rather than a market purchase.

What is the nature of the credited units and when are they payable?

The 4,390 units are dividend equivalents on previously granted stock units and will vest and be payable on the same terms as the original stock units.

Who signed the Form 4 filing?

The Form 4 was signed by /s/ Michael Costa, as Attorney-in-Fact on 09/03/2025.