Sabra Health Care REIT insider Matros receives 13,211 stock units under incentive plan

Rhea-AI Filing Summary

Richard K. Matros, Chair, CEO and President of Sabra Health Care REIT, Inc. (SBRA), received 13,211 stock units as dividend-equivalent payments under the company's 2009 Performance Incentive Plan on 08/29/2025.Those units were credited at a $0 purchase price and will vest and settle on the same terms as the original performance stock units to which they relate.

After the credited units, the filing reports 854,648 shares beneficially owned following the transaction (direct) and an additional 1,624,750 shares beneficially owned indirectly through the R&A Matros Revocable Trust. The Form 4 was signed by an attorney-in-fact on 09/03/2025.

Positive

• Acquisition of 13,211 stock units as dividend-equivalent payments increases direct ownership without cash cost
• Clear disclosure of ownership: 854,648 shares direct and 1,624,750 shares indirect via R&A Matros Revocable Trust
• Transaction tied to existing incentive plan, indicating this is compensation-related and not a market trade

Negative

• None.

Insights

Financial Analyst

TL;DR: Insider received dividend-equivalent stock units, modestly increasing direct holdings without cash outlay.

The transaction is a non-cash credit of 13,211 stock units tied to prior performance awards, recorded at $0 price, which will vest on the same schedule as the original grants. This increases the reporting person’s direct beneficial ownership to 854,648 shares and leaves substantial indirect holdings (1,624,750 shares) in a family trust. For investors, this is routine compensation-related activity rather than an open-market purchase or sale; it reflects equity-based pay dilution that is typical for executive compensation plans.

Corporate Governance Expert

TL;DR: Routine award-crediting under the incentive plan; governance implications are standard and disclosed.

The Form 4 discloses a dividend-equivalent crediting event for a named executive and confirms appropriate reporting. The split between direct and indirect ownership is clearly identified, including the R&A Matros Revocable Trust. The filing appears complete for this type of transaction and signed by an attorney-in-fact, following procedural norms for Section 16 reporting.

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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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)
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		13,211(1)	A	$0	854,648(2)	D
Common Stock								1,624,750	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 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. 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	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 did Richard K. Matros report on the SBRA Form 4?

He reported the crediting of 13,211 stock units as dividend-equivalent payments under the 2009 Performance Incentive Plan, dated 08/29/2025.

How many SBRA shares does Matros beneficially own after this transaction?

The filing shows 854,648 shares beneficially owned following the transaction (direct) and 1,624,750 shares indirectly via the R&A Matros Revocable Trust.

What was the price for the credited units on the Form 4?

The units were credited at a reported price of $0, reflecting dividend-equivalent stock-unit crediting rather than a cash purchase.

Does this Form 4 indicate an open-market purchase or sale?

No. The Form 4 reports a non-derivative acquisition coded as A for credited stock units under the company’s incentive plan, not an open-market trade.

Who signed or filed the Form 4 on behalf of the reporting person?

The Form 4 is signed by /s/ Michael Costa, as Attorney-in-Fact with a signature date of 09/03/2025.