Smith Darrin 4

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.