Smith Darrin 4
4 · Sabra Health Care REIT, Inc. · Filed Feb 12, 2026
Research Summary
AI-generated summary of this filing
Sabra (SBRA) Exec Darrin Smith Receives Awards; Shares Withheld
What Happened
Darrin Smith, Executive Vice President, Chief Investment Officer and Secretary of Sabra Health Care REIT (SBRA), received 19,571 shares when performance-based stock units vested on Feb 10, 2026 (two awards). To satisfy tax withholding obligations, 9,317 of those shares were withheld at $19.15 per share, totaling $178,420. That results in a net increase of 10,254 shares to his holdings. The vesting reflected performance determinations for the 2025 performance period.
Key Details
- Transaction date: February 10, 2026; Form 4 filed Feb 12, 2026 (timely within the usual 2-business-day window).
- Grants/settlements: 5,483 shares (FFO-based units) and 14,088 shares (annual PSU award) — total 19,571 shares acquired (codes A).
- FFO units vested at 90.8% of target (includes 1,152 shares for dividend equivalents).
- PSUs vested at 168.4% of target (includes 896 shares for dividend equivalents).
- Tax withholding/dispositions: 2,927 shares and 6,390 shares (codes F) withheld/retired at $19.15 each; total value withheld ~$178,420.
- Net effect: +10,254 shares added to Smith’s holdings after withholding.
- Footnotes: F1 = FFO-unit vesting terms; F3 = PSU vesting terms; F2 notes shares withheld per Rule 16b-3 for tax obligations; F4 references 32,708 stock units that will be paid one-for-one in shares upon settlement.
- Filing timeliness: Report filed Feb 12 for Feb 10 transactions — appears timely.
Context
These transactions were not open-market purchases or discretionary sales — they represent performance award vestings and the routine withholding of shares to cover tax obligations (a cashless/withholding settlement). Performance-based awards reflect company-set metrics (funds from operations / adjusted NFFO per share) for the 2025 performance year; the PSU award paid out above target (168.4%), while the FFO-based award paid below-target (90.8%). Such award vestings increase insider ownership but do not, by themselves, signal a market purchase by the insider.
Insider Transaction Report
- Award
Common Stock
[F1]2026-02-10+5,483→ 110,674 total - Tax Payment
Common Stock
[F2]2026-02-10$19.15/sh−2,927$56,052→ 107,747 total - Award
Common Stock
[F3]2026-02-10+14,088→ 121,835 total - Tax Payment
Common Stock
[F2][F4]2026-02-10$19.15/sh−6,390$122,368→ 115,445 total
Footnotes (4)
- [F1]Represents the vesting of stock units granted under the Issuer's 2009 Performance Incentive Plan subject to a funds from operations-based stock unit ("FFO units") award granted on December 27, 2022, including 1,152 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 February 10, 2026 that the number of FFO units earned was 90.8% of the target. Upon this determination, the FFO units vested and were settled immediately. Each FFO unit represented a contingent right to receive one share of the Issuer's Common Stock, based on the Issuer's achievement of a funds from operations target for a performance period beginning January 1, 2025 and ending December 31, 2025.
- [F2]Represents shares withheld by the Issuer in accordance with Rule 16b-3 to satisfy tax withholding obligations in connection with the payout of restricted stock units previously granted to the reporting person.
- [F3]Represents shares of the Issuer's Common Stock issued under the Issuer's 2009 Performance Incentive Plan subject to an annual bonus performance stock unit ("PSU") award granted on March 19, 2025, including 896 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 February 10, 2026 that the number of PSUs earned was 168.4% of the target. Upon this determination, the PSUs vested and were paid out immediately. Each PSU represented a contingent right to receive one share of the Issuer's Common Stock, based on the Issuer's achievement of an adjusted normalized funds from operations per share target for a performance period beginning January 1, 2025 and ending December 31, 2025.
- [F4]Includes 32,708 stock units that, upon settlement, will be paid on a one-for-one basis in shares of the Issuer's Common Stock.