Form 4: Sabra Health Care CEO's Equity Shifts, Performance Units Vest

Sabra Health Care REIT's CEO, Richard K. Matros, reported significant changes in his beneficial ownership, including the vesting of performance-based stock units and tax-related share dispositions.

Summary

• Richard K. Matros, Chair, CEO, and President of Sabra Health Care REIT, Inc., reported changes in his beneficial ownership of the company's common stock and stock units.
• On January 8, 2026, 319,394 performance-based stock units vested, including 67,146 shares from dividend equivalent payments.
• The vesting was based on the Compensation Committee's determination that 200% of the target was earned for a relative total stockholder return (TSR) award granted on December 27, 2022, over a three-year performance period.
• These vested units will be paid out on a one-for-one basis in shares of the Issuer's Common Stock on or about January 2, 2027.
• On January 8, 2026, 223,944 shares were disposed of at a price of $19.61 per share to satisfy tax withholding obligations related to previously vested restricted stock units.
• Additionally, 232,936 shares of Common Stock were transferred from direct ownership to the R&A Matros Revocable Trust on January 8, 2026.
• Following these transactions, Matros directly beneficially owns 829,880 stock units and indirectly beneficially owns 1,857,686 shares through the R&A Matros Revocable Trust.

Sentiment

Score: 8

Explanation: The filing indicates strong performance by Sabra Health Care REIT, with the CEO's performance-based stock units vesting at 200% of target, reflecting superior total stockholder return relative to peers. While there are tax-related dispositions, the core message is positive regarding company performance and executive incentive alignment.

Positives

• The vesting of 319,394 performance-based stock units at 200% of target indicates strong company performance, specifically in achieving superior total stockholder return relative to a pre-selected peer group over a three-year period.
• The high achievement level for the TSR units demonstrates effective alignment of executive incentives with shareholder value creation and suggests robust operational and strategic execution.

Negatives

• A significant number of shares (223,944) were disposed of to cover tax withholding obligations, which reduces the CEO's direct equity stake in the company.

Risks

• The payment of the vested stock units, scheduled for on or about January 2, 2027, is subject to earlier payment in the event of death, disability, or change of control, which introduces some variability in the timing of share issuance.

Future Outlook

The vesting of performance-based stock units at 200% of target suggests management's confidence in the company's ability to generate strong total stockholder returns relative to its peers over the long term. The future payout of these units in early 2027 indicates a continued alignment of executive incentives with shareholder value creation.

Management Comments

• The Compensation Committee determined on January 8, 2026 that the number of TSR units earned was 200% of the target, based on the percentile ranking of the Issuer's total stockholder return among the total stockholder returns for the stocks comprising a group of pre-selected peer companies over the three-year performance period.

Industry Context

This filing reflects standard executive compensation practices in the REIT sector, particularly within healthcare REITs. Performance-based equity awards tied to metrics like Total Stockholder Return (TSR) are common mechanisms to align executive incentives with long-term shareholder value, especially in capital-intensive industries like real estate. The 200% achievement suggests strong relative performance within the healthcare REIT peer group.

Comparison to Industry Standards

• Achieving 200% of target for TSR units indicates Sabra Health Care REIT's performance significantly outpaced its pre-selected peer group over the three-year period, which is a strong indicator of competitive advantage in shareholder returns.
• The use of relative TSR as a performance metric is a common and well-regarded practice in executive compensation across various industries, including REITs, as it directly links executive rewards to shareholder value creation compared to competitors.
• The disposition of shares for tax withholding is a standard practice for equity compensation payouts and is consistent with industry norms for managing executive stock awards.

Stakeholder Impact

• Shareholders: The vesting of performance-based units at 200% of target suggests strong past performance and alignment of executive incentives with shareholder returns, potentially boosting investor confidence.
• Management/Executives: The CEO's compensation is directly tied to company performance, reinforcing motivation for long-term value creation.

Next Steps

• Payment of the 319,394 vested stock units in shares of Common Stock on or about January 2, 2027.

Key Dates

Recommendation

The filing indicates strong past performance relative to peers, as evidenced by the 200% vesting of performance-based stock units for the CEO. This is a positive signal for the company's operational execution and shareholder value creation. However, a Form 4 primarily reports insider transactions and does not provide comprehensive financial statements or forward-looking guidance to warrant a 'buy' or 'strong buy' recommendation solely based on this filing. The tax-related dispositions are a normal part of equity compensation. Therefore, a 'hold' recommendation is appropriate, acknowledging the positive performance indicator while awaiting broader financial context.

Keywords

Sabra Health Care REIT, SBRA, Form 4, Insider Transaction, Beneficial Ownership, Stock Units, Performance Incentive Plan, Total Stockholder Return, Executive Compensation, Equity Vesting, Tax Withholding, Trust Transfer