Form 4: Sabra Health Care CFO's Equity Award Vesting at 200% Target

Sabra Health Care REIT's Executive VP, CFO & Treasurer, Michael Lourenco Costa, reported the vesting of performance-based stock units at 200% of target, alongside shares withheld for tax obligations.

Summary

• Michael Lourenco Costa, Executive VP, CFO & Treasurer of Sabra Health Care REIT, Inc. (SBRA), reported transactions on January 8, 2026.
• Acquired 85,690 shares of common stock at a price of $0, representing the vesting of performance-based stock units (TSR units).
• The Compensation Committee determined that 200% of the target TSR units were earned based on the company's total stockholder return relative to a peer group over a three-year performance period.
• This acquisition includes 18,014 shares attributed to dividend equivalent payments.
• Disposed of 46,132 shares of common stock at $19.61 per share to cover tax withholding obligations related to previously vested restricted stock units.
• Following these transactions, Costa directly beneficially owns 434,668 shares, which includes 251,562 stock units to be settled in shares.
• Indirect beneficial ownership includes 784 shares in his IRA and 207 shares in his spouse's IRA.

Sentiment

Score: 8

Explanation: The filing indicates strong performance by the company's stock relative to its peers, leading to a 200% payout on performance-based equity awards for a key executive. This is a positive signal regarding company performance and management alignment.

Positives

• The Compensation Committee determined that 200% of the target performance-based stock units (TSR units) were earned, indicating strong performance relative to peers.
• The vesting of 85,690 shares of common stock at a $0 cost basis represents a significant equity award for the Executive VP, CFO & Treasurer.
• The award included 18,014 shares from dividend equivalent payments, reflecting additional value from dividends during the performance period.

Negatives

• 46,132 shares were disposed of at $19.61 per share to satisfy tax withholding obligations, which is a common but necessary reduction in direct share ownership.

Future Outlook

The vested TSR units, earned at 200% of target, are scheduled to be paid out on a one-for-one basis in shares of Sabra Health Care REIT's Common Stock on or about January 2, 2027. This payment is subject to earlier distribution in the event of death, disability, or a change of control.

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 a standard executive compensation event within the REIT (Real Estate Investment Trust) sector, specifically in healthcare. Performance-based equity awards tied to total stockholder return relative to peers are a common mechanism to align executive incentives with shareholder value creation in the industry. The achievement of 200% of target suggests strong relative performance for Sabra Health Care REIT within its peer group during the three-year performance period.

Comparison to Industry Standards

• The achievement of 200% of the target for TSR units indicates Sabra Health Care REIT's total stockholder return significantly outperformed its pre-selected peer group over the three-year performance period. This suggests strong relative performance compared to other healthcare REITs or similar real estate investment vehicles.
• The use of relative total stockholder return 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 against a competitive set.

Stakeholder Impact

• Shareholders: The 200% achievement of TSR units suggests strong past performance relative to peers, which is generally positive for shareholders. The future payout of shares will slightly dilute existing shares but is a consequence of a successful performance plan.
• Management/Employees: The Executive VP, CFO & Treasurer received a significant equity award, aligning his interests with long-term shareholder value. This can motivate management.

Next Steps

• Payment of the vested TSR units in shares of Sabra Health Care REIT's Common Stock on or about January 2, 2027.

Key Dates

Recommendation

The filing indicates strong past performance relative to peers, leading to a significant executive equity award. This is a positive signal for the company's operational and strategic execution. However, a Form 4 primarily reports an individual's transactions and does not provide comprehensive financial statements or forward-looking guidance to warrant a 'buy' or 'sell' recommendation solely based on this filing. The stock has performed well, as evidenced by the 200% target achievement, suggesting it may be appropriately valued. Therefore, a 'hold' recommendation is prudent, awaiting more comprehensive financial reporting for a stronger directional call.

Keywords

Sabra Health Care REIT, SBRA, Form 4, insider transaction, stock vesting, performance award, TSR units, executive compensation, Michael Lourenco Costa, CFO, equity award, stock units, tax withholding