01/12/2026 | Press release | Distributed by Public on 01/12/2026 18:10
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FORM 4
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UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934 or Section 30(h) of the Investment Company Act of 1940 |
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| Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly. | |||
| 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 control number. | SEC 1474 (9-02) | ||
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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 Underlying Securities (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 of Derivative Security: Direct (D) or Indirect (I) (Instr. 4) |
11. Nature of Indirect Beneficial Ownership (Instr. 4) |
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| Code | V | (A) | (D) | Date Exercisable | Expiration Date | Title | Amount or Number of Shares | ||||||||
| Reporting Owner Name / Address | Relationships | |||
| Director | 10% Owner | Officer | Other | |
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FLORES JESSICA C/O SABRA HEALTH CARE REIT, INC. 1781 FLIGHT WAY TUSTIN, CA 92782 |
Executive VP & CAO | |||
| /s/ Michael Costa, as Attorney-in-Fact | 01/12/2026 | |
| **Signature of Reporting Person | Date |
| * | 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). |
| (1) | Represents the vesting of stock units granted under the Issuer's 2009 Performance Incentive Plan subject to relative total stockholder return-based stock unit ("TSR units") awards granted on December 27, 2022, including 1,680 shares with respect to dividend equivalent payments calculated based on the market value of the Issuer's Common Stock on the applicable dividend date. 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 preselected peer companies over the three-year performance period. Upon this determination, the TSR units vested and were settled immediately. |
| (2) | Represents shares withheld by the Issuer in accordance with Rule 16b-3 to satisfy tax withholding obligations in connection with the vesting and settlement of restricted stock units previously granted to the reporting person. |
| (3) | Represents shares withheld by the Issuer in accordance with Rule 16b-3 to satisfy tax withholding obligations in connection with the payout of previously vested restricted stock units previously granted to the reporting person |
| (4) | Includes 25,159 stock units that, upon settlement, will be paid on a one-for-one basis in shares of the Issuer's Common Stock |