DEF 14A

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 14A

Proxy Statement Pursuant to Section 14(a) of

the Securities Exchange Act of 1934 (Amendment No. )

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Filed by a Party other than the Registrant ☐

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☐	Preliminary Proxy Statement

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☒	Definitive Proxy Statement

☐	Definitive Additional Materials

☐	Soliciting Material under §240.14a-12

Sabra Health Care REIT, Inc.

(Name of Registrant as Specified In Its Charter)

(Name of Person(s) Filing Proxy Statement, if other than the Registrant)

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LOGO

Sabra 2026 Proxy Statement

Sabra Health Care REIT, Inc.

1781 Flight Way

Tustin, California 92782

Notice Of Annual Meeting

Of Stockholders

To Be Held On June 17, 2026

To the Stockholders of Sabra Health Care REIT, Inc.:

Notice is hereby given that the 2026 Annual Meeting of Stockholders (the “Annual Meeting”) of Sabra Health Care REIT, Inc., a Maryland corporation (the “Company”), will be held at the Company’s headquarters located at 1781 Flight Way, Tustin, California 92782 on Wednesday, June 17, 2026, at 9:00 a.m., Pacific time, to consider and vote on the following proposals:

(1)

The election of seven nominees to the Board of Directors to serve until the Company’s 2027 annual meeting of stockholders and until their respective successors are duly elected and qualified;

(2)

The ratification of the appointment of PricewaterhouseCoopers LLP as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2026; and

(3)

The approval, on an advisory basis, of the compensation of the Company’s named executive officers as described in the Proxy Statement.

In addition, at the Annual Meeting, we will transact such other business as may properly come before the Annual Meeting or any adjournments or postponements thereof.

Only stockholders of record of the Company’s common stock as of the close of business on April 14, 2026 are entitled to notice of, and to vote at, the Annual Meeting and any adjournments or postponements thereof.

You are cordially invited to attend the Annual Meeting in person. Your vote is important to us. Whether or not you plan to attend and participate in the Annual Meeting, please submit your proxy as soon as possible. If you attend the Annual Meeting and vote in person, your proxy will not be used.

LOGO

TABLE OF CONTENTS


PROXY STATEMENT			1

IMPORTANT NOTICE REGARDING INTERNET AVAILABILITY OF PROXY MATERIALS			1

QUESTIONS AND ANSWERS ABOUT THE ANNUAL MEETING			1

SECURITY OWNERSHIP OF PRINCIPAL STOCKHOLDERS, DIRECTORS AND MANAGEMENT			6

BOARD OF DIRECTORS AND EXECUTIVE OFFICERS			8

CORPORATE GOVERNANCE			18

SUSTAINABILITY INITIATIVES			28

DIRECTOR COMPENSATION			30

EXECUTIVE COMPENSATION			32

Compensation Discussion and Analysis			32

Base Salaries			36

2025 Annual Incentive Compensation Opportunity			36

Long-Term Incentives			38

Compensation Committee Report			42

Compensation Committee Interlocks and Insider Participation			42

Summary Compensation Table—2023—2025			42

Description of Employment Agreements—Salary and Incentive Bonus Payments			43

Grants of Plan-Based Awards—2025			44

Description of Annual Compensation Opportunity			44

Outstanding Equity Awards at End of 2025			45

Stock Vested—2025			46

Nonqualified Deferred Compensation Table—2025			46

Potential Payments Upon Termination or Change in Control			47

Pay Ratio Disclosure			49

Pay Versus Performance			50

EQUITY COMPENSATION PLAN INFORMATION			54

TRANSACTIONS WITH RELATED PERSONS			55

AUDIT COMMITTEE REPORT			56

AUDIT INFORMATION			57

ELECTION OF DIRECTORS (Proposal No. 1)			58

RATIFICATION OF APPOINTMENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM (Proposal No. 2)			59

ADVISORY APPROVAL OF NAMED EXECUTIVE OFFICER COMPENSATION (Proposal No. 3)			60

OTHER MATTERS			61

STOCKHOLDER PROPOSALS AND DIRECTOR NOMINATIONS FOR 2027 ANNUAL MEETING OF STOCKHOLDERS			61

ANNUAL REPORT TO STOCKHOLDERS			62

DELIVERY OF DOCUMENTS TO STOCKHOLDERS SHARING AN ADDRESS			62

APPENDIX A			A-1

Website References

References to our website in this Proxy Statement are provided for convenience only and the content on our website does not constitute part of this Proxy Statement.

Sabra 2026 Proxy Statement

SABRA HEALTH CARE REIT, INC.

1781 Flight Way

Tustin, California 92782

PROXY STATEMENT

The Board of Directors of Sabra Health Care REIT, Inc., a Maryland corporation (“Sabra,” the “Company,” “we,” “our” and “us”), solicits your proxy for the 2026 Annual Meeting of Stockholders (the “Annual Meeting”) to be held at 9:00 a.m., Pacific time, on Wednesday, June 17, 2026 at our headquarters located at 1781 Flight Way, Tustin, California 92782, and at any and all adjournments or postponements of the Annual Meeting. These proxy materials are first being sent or made available to our stockholders on or about April 24, 2026.

IMPORTANT NOTICE REGARDING INTERNET AVAILABILITY OF PROXY MATERIALS

This Proxy Statement and our Annual Report on Form 10-K for the year ended December 31, 2025 (“2025 Annual Report”) are posted in the Investors—Financials section of our website at www.sabrahealth.com. You can also view these materials at www.proxyvote.com by using the control number provided on your proxy card or Notice of Internet Availability of Proxy Materials (the “Notice of Internet Availability”).

QUESTIONS AND ANSWERS ABOUT THE ANNUAL MEETING

Why did I receive only a Notice of Internet Availability?

As permitted by the Securities and Exchange Commission (the “SEC”), Sabra is furnishing to stockholders its Notice of Annual Meeting, Proxy Statement and 2025 Annual Report primarily over the Internet. On or about April 24, 2026, we mailed to each of our stockholders (other than those who previously requested electronic delivery or to whom we are mailing a paper copy of the proxy materials) a Notice of Internet Availability containing instructions on how to access and review the proxy materials via the Internet and how to submit a proxy electronically using the Internet. The Notice of Internet Availability also contains instructions on how to receive, free of charge, paper copies of the proxy materials. If you received the Notice of Internet Availability, you will not receive a paper copy of the proxy materials unless you request one.

We believe the delivery options that we have chosen will allow us to provide our stockholders with the proxy materials they need, while lowering the cost of the delivery of the materials and reducing the environmental impact of printing and mailing paper copies.

What items will be voted on at the Annual Meeting?

The items of business scheduled to be voted on at the Annual Meeting are:

•

the election of seven nominees to the Board of Directors to serve until the 2027 annual meeting of stockholders and until their respective successors are duly elected and qualified (Proposal No. 1);

•

the ratification of the appointment of PricewaterhouseCoopers LLP (“PwC”) as Sabra’s independent registered public accounting firm for the fiscal year ending December 31, 2026 (Proposal No. 2); and

•

the approval, on an advisory basis, of the compensation of our Named Executive Officers (as hereinafter defined) (Proposal No. 3).

We will also consider any other business that properly comes before the Annual Meeting or any adjournments or postponements thereof. See “—How will voting on any other business be conducted?” below.

How does the Board recommend I vote on these items?

The Board of Directors recommends that you vote your shares:

•

FOR the election to the Board of Directors of each of the following seven nominees: Craig A. Barbarosh, Katie Cusack, Michael J. Foster, Lynne S. Katzmann, Ann Kono, Jeffrey A. Malehorn and Richard K. Matros (Proposal No. 1);

•

FOR the ratification of the appointment of PwC as our independent registered public accounting firm for the fiscal year ending December 31, 2026 (Proposal No. 2); and

•

FOR the approval, on an advisory basis, of the compensation of our Named Executive Officers (Proposal No. 3).

Who is entitled to vote at the Annual Meeting?

The record date for the Annual Meeting is the close of business on April 14, 2026. Stockholders of record of Sabra’s common stock, par value $0.01 per share (the “common stock”), as of the close of business on the record date are entitled to receive notice of, and to vote at, the Annual Meeting.

What options are available to me to vote my shares?

Whether you hold shares directly as the stockholder of record or through a bank, broker or other nominee (that is, in “street name”), your shares may be voted at the Annual Meeting by following any of the voting options available to you below:

You may authorize a proxy to vote via the Internet.

(1)

If you received a Notice of Internet Availability or a copy of the proxy materials electronically by email, you can submit your proxy or voting instructions over the Internet by following the instructions provided in the Notice of Internet Availability or the electronic copy of the proxy materials you received; or

(2)

If you received a printed set of the proxy materials by mail, including a paper copy of the proxy card or voting instruction form, you may submit your proxy or voting instructions over the Internet by following the instructions on the proxy card or voting instruction form, as applicable.

You may authorize a proxy to vote via telephone. If you are a stockholder of record, you can submit your proxy by calling the telephone number specified on the paper copy of the proxy card you received if you received a printed set of the proxy materials. You must have the control number that appears on your proxy card available when submitting your proxy over the telephone. Most stockholders who hold their shares in street name may submit voting instructions by calling the telephone number specified on the voting instruction form provided by their bank, broker or other nominee. Those stockholders should check the voting instruction form for telephone voting availability.

You may authorize a proxy to vote by mail. If you received a printed set of the proxy materials, you may submit your proxy or voting instructions by completing and signing the separate proxy card or voting instruction form you received and mailing it in the accompanying prepaid and addressed envelope.

You may vote in person at the Annual Meeting. All stockholders of record may vote in person at the Annual Meeting. Written ballots will be passed out to anyone who wants to vote at the Annual Meeting. However, if you are the beneficial owner of shares held in street name through a bank, broker or other nominee, you may not vote your shares at the Annual Meeting unless you obtain a “legal proxy” from the bank, broker or other nominee that holds your shares giving you the right to vote the shares at the Annual Meeting.

Even if you plan to attend the Annual Meeting, we recommend that you submit your proxy or voting instructions in advance to authorize the voting of your shares at the Annual Meeting so that your vote will be counted if you later are unable to attend the Annual Meeting.

What is the deadline for voting my shares?

If you are a stockholder of record, your proxy must be received by telephone or the Internet by 11:59 p.m., Eastern time, on June 16, 2026 in order for your shares to be voted at the Annual Meeting. However, if you are a stockholder of record and you received a copy of the proxy materials by mail, you may instead mark, sign and date the proxy card you received and return it in the accompanying prepaid and addressed envelope so that it is received by Sabra before voting begins at the Annual Meeting in order for your shares to be voted at the Annual Meeting. If you hold your shares in street name, please provide your voting instructions by the deadline specified by the bank, broker or other nominee that holds your shares.

Once I have submitted my proxy, is it possible for me to change or revoke my proxy?

Yes. Any stockholder of record has the power to change or revoke a previously submitted proxy at any time before it is voted at the Annual Meeting by:

•

submitting to our Secretary, before the voting begins at the Annual Meeting, a written notice of revocation bearing a later date than the proxy;

•

properly submitting a proxy on a later date prior to the deadlines specified in “—What is the deadline for voting my shares?” above (only the latest proxy submitted by a stockholder by Internet, telephone or mail will be counted); or

•

attending the Annual Meeting and voting in person; attendance at the Annual Meeting will not by itself constitute a revocation of a proxy.

For shares held in street name, you may revoke any previous voting instructions by submitting new voting instructions to the bank, broker or other nominee holding your shares by the deadline for voting specified in the voting instruction form provided by your bank, broker or other nominee. Alternatively, if your shares are held in street name, you may attend the Annual Meeting and vote in person, which will revoke any previous voting instructions you submitted.

How many shares are eligible to vote at the Annual Meeting?

As of the close of business on the record date of April 14, 2026, there were 252,190,095 shares of common stock outstanding and eligible to vote at the Annual Meeting. There is no other class of voting securities outstanding. Each share of common stock entitles its holder to one vote at the Annual Meeting.

How is a quorum determined?

A quorum refers to the number of shares that must be in attendance at an annual meeting of stockholders to lawfully conduct business. The representation, in person or by proxy, of holders entitled to cast a majority of all of the votes entitled to be cast at the Annual Meeting constitutes a quorum at the Annual Meeting. Your shares will be counted for purposes of determining whether a quorum exists for the Annual Meeting if you returned a signed and dated proxy card or voting instruction form, if you submitted your proxy or voting instructions by telephone or the Internet, or if you vote in person at the Annual Meeting, even if you abstain from voting on any of the proposals. In addition, if you are a street name holder, your shares may also be counted for purposes of determining whether a quorum exists for the Annual Meeting even if you do not submit voting instructions to your broker. See “—How will votes be counted at the Annual Meeting?” below.

What is required to approve each proposal at the Annual Meeting?

Election of Directors (Proposal No. 1). Our Amended and Restated Bylaws (“Bylaws”) provide for a majority voting standard for the election of directors. Under this majority voting standard, once a quorum has been established, each director nominee receiving a majority of the votes cast with respect to his or her election (that is, the number of votes cast FOR the nominee exceeds the number of votes cast AGAINST the nominee) will be elected as a director. As required by our Bylaws, each incumbent director has submitted an irrevocable letter of resignation that becomes effective if the director is not elected by stockholders in an uncontested election and the Board of Directors accepts the resignation. The majority voting standard does

not apply, however, in a contested election where the number of director nominees exceeds the number of directors to be elected. In such circumstances, directors will instead be elected by a plurality of the votes cast, meaning that the persons receiving the highest number of FOR votes, up to the total number of directors to be elected at the meeting, will be elected. The majority voting standard is discussed further under the section entitled “Election of Directors (Proposal No. 1)—Majority Voting Standard.”

The election of directors at the Annual Meeting is not contested. Therefore, in accordance with the majority voting standard, director nominees will be elected at the Annual Meeting by a majority of the votes cast. Stockholders are not permitted to cumulate their shares for the purpose of electing directors.

Other Items (Proposal Nos. 2 and 3). Once a quorum has been established, pursuant to our Bylaws, approval of each of Proposal No. 2 (ratification of the appointment of PwC as our independent registered public accounting firm for the fiscal year ending December 31, 2026) and Proposal No. 3 (advisory approval of named executive officer compensation) requires the affirmative vote of a majority of all of the votes cast on the proposal at the Annual Meeting.

Notwithstanding this vote standard required by our Bylaws, these proposals are advisory only and are not binding on Sabra. Our Board of Directors will consider the outcome of the vote on each of these items in considering what action, if any, should be taken in response to the vote by stockholders.

How will votes be counted at the Annual Meeting?

In the election of directors (Proposal No. 1), you may vote FOR, AGAINST or ABSTAIN with respect to each director nominee. For the proposals to ratify the appointment of PwC as our independent registered public accounting firm for the fiscal year ending December 31, 2026 (Proposal No. 2) and the advisory vote on executive compensation (Proposal No. 3), you may vote FOR, AGAINST or ABSTAIN. Abstentions with respect to any proposal at the Annual Meeting will be counted as present and entitled to vote for purposes of determining the presence of a quorum, but will not be counted as a vote cast on the proposal and therefore will not be counted in determining the outcome of any of the proposals.

If you hold your shares in street name through a brokerage account and you do not submit voting instructions to your broker, your broker may generally vote your shares in its discretion on routine matters. However, a broker cannot vote shares held in street name on non-routine matters unless the broker receives voting instructions from the street name holder. The proposal to ratify the appointment of PwC as our independent registered public accounting firm for the fiscal year ending December 31, 2026 (Proposal No. 2) is expected to be considered routine under applicable rules, while each of the other items to be submitted for a vote of stockholders at the Annual Meeting is considered non-routine. Accordingly, if you hold your shares in street name through a brokerage account and you do not submit voting instructions to your broker, your broker may exercise its discretion to vote your shares on Proposal No. 2, but will not be permitted to vote your shares on any of the other items at the Annual Meeting. If your broker exercises this discretion, your shares will be counted as present for the purpose of determining the presence of a quorum at the Annual Meeting and will be voted on Proposal No. 2 in the manner directed by your broker, but your shares will constitute “broker non-votes” on Proposals No. 1 and 3. Broker non-votes will not be counted as a vote cast with respect to Proposals No. 1 and 3 and therefore will not be counted in determining the outcome of those proposals. You should instruct your broker or nominee how to vote your shares by following the voting instructions provided by your broker or nominee.

How will my shares be voted if I do not give specific voting instructions in the proxy or voting instructions I submit?

If you properly submit a proxy or voting instructions but do not indicate your specific voting instructions on one or more of the items listed above in the Notice of Annual Meeting, your shares will be voted as recommended by the Board of Directors on those items. See “—How does the Board recommend I vote on these items?” above.

How will voting on any other business be conducted?

Although the Board of Directors does not know of any business to be considered at the Annual Meeting other than the items described in this Proxy Statement, if any other business properly comes before the

Annual Meeting, a stockholder’s properly submitted proxy gives authority to the proxy holders named in the proxies solicited by the Board of Directors to vote on those matters in their discretion.

Who will bear the costs of the solicitation of proxies?

The cost of preparing the Notice of Annual Meeting of Stockholders, this Proxy Statement, the Notice of Internet Availability and the form of proxy, the cost of mailing such materials to stockholders or making them available on the Internet and the cost of soliciting proxies will be paid by Sabra. In addition to solicitation by mail, certain officers, regular employees and directors of Sabra, without receiving any additional compensation, may solicit proxies personally or by telephone. Sabra will request brokerage houses, banks and other custodians or nominees holding stock in their names for others to forward proxy materials to their customers or principals who are the beneficial owners of shares of our common stock and will reimburse them for their expenses in doing so.

Where can I find the voting results of the Annual Meeting?

We intend to announce preliminary voting results at the Annual Meeting and disclose final voting results in a Current Report on Form 8-K to be filed with the SEC within four business days following the Annual Meeting.

SECURITY OWNERSHIP OF PRINCIPAL STOCKHOLDERS, DIRECTORS AND MANAGEMENT

The following table sets forth certain information regarding the beneficial ownership of common stock as of March 31, 2026 for the following: (i) each of Sabra’s directors and each executive officer of Sabra identified as a “Named Executive Officer” in this Proxy Statement, (ii) all persons who are current directors and executive officers of Sabra as a group and (iii) any person who is known by Sabra to be the beneficial owner of more than 5% of Sabra’s outstanding common stock. This table is based on information supplied to us by our executive officers, directors and principal stockholders or included in a Schedule 13G filed with the SEC.



Name of Beneficial Owner	Sabra Shares Beneficially Owned (1)	Percent of Sabra Shares (1)

Directors and Named Executive Officers:

Richard K. Matros	1,857,686 (2)	*

Michael L. Costa	184,097	*

Talya Nevo-Hacohen	711,046	*

Craig A. Barbarosh	148,400 (3)	*

Katie Cusack	72,214 (4)	*

Michael J. Foster	116,415 (5)	*

Lynne S. Katzmann	76,279 (6)	*

Ann Kono	58,344 (7)	*

Jeffrey A. Malehorn	106,504 (8)	*

All persons who are current directors and executive officers of Sabra as a group (10 persons)	2,748,858 (9)	1.09%

5% Stockholders:

BlackRock, Inc. 50 Hudson Yards New York, NY 10001	34,468,209 (10)	13.67%

The Vanguard Group, Inc. 100 Vanguard Blvd. Malvern, PA 19355	34,133,957 (11)	13.54%

Principal Real Estate Investors LLC 711 High Street Des Moines, IA 50392	21,331,583 (12)	8.46%

Less than 1.0%

(1)

Beneficial ownership is determined in accordance with the rules of the SEC. Except as otherwise noted below, applicable percentage ownership is determined based on 252,190,095 shares of common stock outstanding as of March 31, 2026. Restricted stock units vesting within 60 days of March 31, 2026 and, in the case of non-employee directors, shares of common stock subject to restricted stock units that have vested but the payment of which has been deferred until the earlier of the fifth anniversary of the grant date, a change in control or the director’s separation from service from the Board of Directors, are considered outstanding for purposes of computing the share amount and percentage ownership of the person holding such restricted stock units, but Sabra does not deem them outstanding for purposes of computing the percentage ownership of any other person. Except as indicated in the footnotes to this table and pursuant to applicable community property laws, the persons named in the table have sole voting and investment power with respect to all shares of common stock beneficially owned.

(2)

Consists of shares held by the R&A Matros Revocable Trust, with respect to which Mr. Matros shares voting and investment power.

(3)

Consists of (i) 52,057 vested restricted stock units, the payment of which has been deferred, that are payable in shares of common stock, (ii) 1,427 shares of common stock subject to restricted stock units that vest within 60 days of March 31, 2026 and (iii) 94,916 shares that are held by the Barbarosh Family Trust, with respect to which Mr. Barbarosh shares voting and investment power.

(4)

Includes (i) 52,057 vested restricted stock units, the payment of which has been deferred, that are payable in shares of common stock and (ii) 1,427 shares of common stock subject to restricted stock units that vest within 60 days of March 31, 2026.

(5)

(6)

(7)

(8)

(9)

Includes (i) 1,952,602 shares held by family trusts, with respect to which the officer or director shares voting and investment power, (ii) 312,342 vested restricted stock units, the payment of which has been deferred, that are payable in shares of common stock, and (iii) 8,562 shares of common stock subject to restricted stock units that vest within 60 days of March 31, 2026. The group total includes Darrin Smith and Jessica Flores, who became executive officers on January 1, 2026, and excludes Talya Nevo-Hacohen, who retired effective December 31, 2025.

(10)

Beneficial share ownership information is given as of December 31, 2023 and was obtained from a Schedule 13G/A filed with the SEC on January 22, 2024 by BlackRock, Inc. (“BlackRock”). According to the Schedule 13G/A, BlackRock has sole voting power over 33,545,211 shares and sole dispositive power over 34,468,209 shares of our common stock. The Schedule 13G/A states that BlackRock is a parent holding company, that five percent or greater of our outstanding common shares are beneficially owned by BlackRock Fund Advisors, and that various persons have the right to receive or the power to direct the receipt of dividends from or the proceeds from the sale of our common stock but that no one person’s interest in our common stock is more than five percent of the total outstanding common shares.

(11)

Beneficial share ownership information is given as of December 29, 2023 and was obtained from a Schedule 13G/A filed with the SEC on February 13, 2024 by The Vanguard Group, Inc. (“Vanguard”). According to the Schedule 13G/A, Vanguard has shared voting power over 348,612 shares, sole dispositive power over 33,541,515 shares and shared dispositive power over 592,442 shares of our common stock. Vanguard has represented to us that no Vanguard entity, trust or fund has a direct or indirect ownership in our common stock in excess of 9.9%. On March 27, 2026, Vanguard filed a Schedule 13G/A with the SEC reporting that, following an internal realignment in January 2026, Vanguard no longer has, or is deemed to have, beneficial ownership over these shares of common stock and that certain of its subsidiaries and/or business divisions of such subsidiaries that formerly had, or were deemed to have had, beneficial ownership with Vanguard will report beneficial ownership separately on a disaggregated basis from Vanguard. No Schedule 13G reporting such beneficial ownership has been filed as of March 31, 2026.

(12)

Beneficial share ownership information is given as of December 31, 2025 and was obtained from a Schedule 13G/A filed with the SEC on February 6, 2026 by Principal Real Estate Investors LLC (“Principal Real Estate Investors”). According to the Schedule 13G/A, Principal Real Estate Investors has shared voting and shared dispositive power over 21,331,583 shares of our common stock.

BOARD OF DIRECTORS AND EXECUTIVE OFFICERS

Directors of the Company

Set forth below is a brief biographical description of each of our directors, all of whom have been nominated for re-election to the Board of Directors at the Annual Meeting. Sabra believes that its directors should be of high character and integrity, be accomplished in their respective fields, have relevant expertise and experience and collectively represent a diversity of backgrounds and experiences. The disclosure below identifies and describes the key experience, qualifications and skills that are important for persons who serve on the Board of Directors in light of our business and structure. The specific experiences, qualifications and skills that led to the conclusion that each of our director nominees should serve on the Board of Directors is also included in the table and in the biographical description for each director provided below.

Leadership Experience

The Board of Directors believes that directors with experience in significant leadership positions, such as having served as chief executive officer of another entity, will provide the Board with special insights. These individuals generally possess extraordinary leadership qualities and the ability to identify and develop those qualities in others. They demonstrate a practical understanding of organizations, processes, strategy, risk management and the methods to drive change and growth.

Industry Experience

Sabra seeks directors with experience as executives or directors or in other leadership positions in the industries in which it operates. The Board of Directors believes that such experience is important to the director’s understanding of Sabra’s operations, risks and opportunities.

Finance Experience

The Board of Directors believes that an understanding of finance and financial reporting processes is important for its directors and therefore it seeks directors who are financially knowledgeable. Sabra measures its operating and strategic performance primarily by reference to financial measures. In addition, accurate financial reporting and robust auditing are critical to Sabra’s success.

Public Company Experience

The Board of Directors believes that directors with experience as executives or directors in publicly owned corporations, including as members of the key standing board committees of those corporations, will be more familiar with the corporate governance, securities laws and other issues faced by public companies that do not affect privately owned corporations.

Other Experience

Sabra seeks directors who bring diverse yet relevant experience to the Board of Directors.

Director Skills and Demographics

Leadership experience

CEO / Business Head

✓

Senior Management

✓

Industry experience

REIT / Real Estate

✓

Healthcare

✓

Portfolio and Operations Management

✓

Finance experience

Financial Literacy / Accounting

✓

Financial / Capital Markets

✓

Investment Expertise

✓

Public company experience

Executive

✓

Board / Committee

✓

Other experience

Risk Oversight / Management

✓

Legal / Regulatory

✓

Professional Accreditation / Education

✓

Information Security

✓

Tenure and Independence

Tenure (years)

Independence

✓

Demographics

Age

Gender Identity

African American or Black

Alaskan Native or Native American

Asian

✓

Hispanic or Latinx

Native Hawaiian or Pacific Islander

White

✓

Two or More Races or Ethnicities

LGBTQ+

Did Not Disclose Demographic Background

✓(1)

(1)

Mr. Matros does not self-identify with any of the listed categories and instead self-identifies as Jewish.


		Our Directors

Richard K. Matros

Director since: 2010

Committees: None

Other public company boards: None

Mr. Matros, 72, has served as Sabra’s President and Chief Executive Officer and as a director since May 2010, and he has served as Chair of the Board since November 2010. He was Chairman of the board of directors and Chief Executive Officer of the predecessor Sun Healthcare Group, Inc. (“Old Sun”) from 2001 until our 2010 separation from Old Sun (the “Separation”). Mr. Matros founded and served as Chief Executive Officer and President of Bright Now! Dental from 1998 to 2000 and as a director from 1998 until its sale in December 2010. From 1998 until the sale of its operations in 2006, Mr. Matros was also a member of, and served on the management committee of, CareMeridian, LLC, a healthcare company that specialized in offering subacute and skilled nursing for patients suffering from traumatic brain injury, spinal cord injury and other catastrophic injuries. Previously, from 1994 to 1997, he served Regency Health Services, Inc., a publicly held long-term care operator, holding the positions of Chief Executive Officer, President, director and Chief Operating Officer. Prior to that time, from 1988 to 1994, he served Care Enterprises, Inc., holding the positions of Chief Operating Officer, director and Executive Vice President—Operations. Mr. Matros currently serves on the non-profit boards of Girls Inc. of Orange County, IsraAID and Art Over Hate Collective and is the Executive Producer of Sabra Films, LLC. In 2023, Mr. Matros won an Emmy in the Sports Documentary category for his role as co-executive producer of Legacy: The True Story of the LA Lakers.

LOGO

Director Qualifications:

•

Leadership experience—current and former chief executive officer;

•

Industry experience—chief executive officer of Sabra since the Separation and executive of long-term care companies for over 35 years and experience in long-term care companies for over 45 years;

•

Finance experience—experience in financing operations, including by accessing capital markets, as an executive of publicly held companies; and

•

Public company experience—current and former chief executive officer of publicly held companies.

Craig A. Barbarosh

Director since: 2010

Committees: Audit (Chair), Compensation

Other public company boards: Evolent Health, Inc.

Mr. Barbarosh, 58, has served on our Board of Directors since November 2010. Mr. Barbarosh currently serves as Senior Managing Director of CommonWealth Partners LLC, a vertically integrated, privately-owned real estate investment, development, and management organization. Mr. Barbarosh also currently serves as a director and member of the regulatory committee and chair of the strategy committee of Evolent Health, Inc., a provider of healthcare information systems. Mr. Barbarosh served as a director, chair of the compensation committee and member of the audit committee of ModivCare Inc., a technology enabled healthcare services company that provides a platform of integrated supportive care solutions for public and private payors and their members, until April 2025. Mr. Barbarosh also served as a director and chair of the board of Lifecore Biomedical, Inc., a CDMO and Sodium Hyaluronate producer that manufactures clinical and commercial sterile injectable drug products, until November 2024 and as a director, as chair of the compensation committee and as a member of the transaction and the nominating and governance committees, of NextGen Healthcare, Inc. (formerly known as Quality Systems, Inc.), a developer and marketer of healthcare information systems, until November 2023. From January 2016 until October 2016, Mr. Barbarosh served as a director, and as chair of the nominating and governance committee and member of the audit and compensation committees, of BioPharmX, Inc., a specialty pharmaceutical company. From September 2017 until its sale in February 2018, Mr. Barbarosh served as a director, and as a member of the compensation committee, of Bazaarvoice, Inc., a SaaS-based provider of consumer engagement software to the retail sector. From May 2018 until its sale in July 2019, Mr. Barbarosh served as a director, and as a member of the compensation committee and as chair of the strategic review committee, of Aratana Therapeutics, Inc., a specialty pharmaceutical company. Mr. Barbarosh is a nationally recognized restructuring expert and from 2012 through January 2023 was a partner at the law firm of Katten Muchin Rosenman (“Katten”) where he served on Katten’s Board of Directors and Executive Committee. From 1999 until joining Katten, Mr. Barbarosh was a partner at the law firm of Pillsbury Winthrop Shaw Pittman LLP where he served in several leadership positions including on the firm’s Board of Directors, as the Chair of the firm’s Board Strategy Committee, as a co-leader of the firm’s national Insolvency & Restructuring practice section and as the Managing Partner of the firm’s Orange County office. Additionally, Mr. Barbarosh has completed certificated executive education programs at University of Pennsylvania, The Wharton School, in Corporate Valuation (2019), Harvard Business School in Effective Corporate Boards (2015), Strategic Business Valuation (2010) and Private Equity/Venture Capital (2007) and Carnegie Mellon University in Cybersecurity Oversight (2019).

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Director Qualifications:

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Finance experience—over 30 years of experience in financial restructuring and chairman of the audit committee of a public company;

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Industry experience—current senior executive of real estate investment firm;

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Public company experience—current and former director of several public companies, including as a board chair and chair and member of various board committees; and

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Other experience—former practicing attorney specializing in the area of financial and operational restructuring and related mergers and acquisitions, including in the real estate industry, and completion of certificated executive education programs in various disciplines, including cybersecurity oversight.

Katie Cusack

Director since: 2021

Committees: Audit, Compensation, Corporate Responsibility and Governance

Other public company boards: None

Ms. Cusack, 59, has served on our Board of Directors since January 2021. Ms. Cusack currently works as an independent investor and advisor. From September 2022 to December 2024, Ms. Cusack served as the Chief Operating Officer of Macquarie Capital, one of four principal business divisions of Macquarie Group (ASX: MQG), which manages the firm’s global balance sheet investing activities across equity and credit, in addition to providing advisory and capital markets services to clients. During 2021, Ms. Cusack served as Chief Operating Officer of Cornell Capital LLC, a $4 billion private investment firm. From 2007 to 2020, Ms. Cusack served in various capacities at Credit Suisse, including Chief Operating Officer for the Investment Banking Division in Asia Pacific and in Europe, Middle East and Africa, and as Head of Ultra-High Net Worth Coverage. Prior to Credit Suisse, Ms. Cusack advised health care clients on mergers and acquisitions at MTS Health Partners LP and Goldman Sachs. Across her operating roles, Ms. Cusack had responsibility for strategy and business management functions, including human capital, risk management and financial reporting, and engaged regularly with senior management and boards as well as regulators across the United States, Europe and Asia. Her responsibilities included driving enhancements to operating performance, strengthening risk and control frameworks, and executing strategic repositioning.

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Director Qualifications:

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Leadership experience—former chief operating officer of a private investment firm;

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Industry experience—former managing director in the healthcare industry;

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Finance experience—over 20 years of experience in the investment banking industry; and

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Public company experience—former executive officer of a public company.

Michael J. Foster

Director since: 2010

Committees: Audit, Corporate Responsibility and Governance

Other public company boards: None

Mr. Foster, 72, has served on our Board of Directors and as its Lead Independent Director since November 2010. He served as a member of Old Sun’s board of directors from 2005 until the Separation and as a member of Sun Healthcare Group, Inc.’s (“Sun”) board of directors from the Separation until Sun’s acquisition by Genesis HealthCare LLC in December 2012. Mr. Foster is a managing director of RFE Management Corp. of New Canaan, Connecticut, where he has been employed since 1989. RFE Management Corp. is the investment manager for RFE Investment Partners VII L.P., RFE Investment Partners VIII, L.P., RFE Investment Partners IX L.P. and RFE Investment Partners X, L.P. (collectively referred to as “RFE”) and other private equity investment funds. Mr. Foster was a director of several publicly held healthcare companies more than five years ago, including Res-Care, Inc., a formerly publicly held provider of residential training and support services for persons with developmental disabilities and certain vocational training services, from 2001 to 2005. Mr. Foster is also, and has been previously, a director of several privately held portfolio companies of RFE, including Peak Medical Corporation, an operator of long-term care inpatient centers, from 1998 to 2005.

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Director Qualifications:

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Leadership experience—managing director of a financial services company;

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Industry experience—former director of a long-term care company;

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Finance experience—managing director of a financial services company;

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Public company experience—former director of several public companies; and

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Other experience—director of multiple privately held companies.

Lynne S. Katzmann

Director since: 2019

Committees: Compensation, Corporate Responsibility and Governance (Chair)

Other public company boards: None

Ms. Katzmann, 69, has served on our Board of Directors since March 2019. She currently serves as Chief Executive Officer of Juniper Communities (“Juniper”), a national seniors housing company that Ms. Katzmann founded in 1988 and that invests in, develops and operates senior living and long-term care communities. Prior to founding Juniper, Ms. Katzmann was a Vice President of JMK Associates, Inc. from 1986 to 1987 and held positions at Metrocare, Inc. from 1984 to 1986 and at HealthChoice, Inc. in 1983, all under JMK ownership. Ms. Katzmann has held memberships and leadership roles in various professional and community organizations, including currently serving on the Board of Directors of the National Investment Center for Seniors Housing and Care, the Executive Board of the American Seniors Housing Association, the Advisory Board of Senior Living 100, the Board of Advisors of Tufts University Medical School, and as the Secretary and Treasurer on the Board of Trustees of Naropa University. Ms. Katzmann holds a doctorate in health policy from the London School of Economics. In March 2019, Ms. Katzmann was selected as the inaugural recipient of the McKnight’s Women of Distinction Lifetime Achievement Award for her outstanding contributions to senior living and skilled care. In January 2020, Ms. Katzmann was inducted into the American Senior Housing Hall of Fame, Class of 2020, and she was named one of the nation’s top 5 Wellness CEOs in 2022, 2023 and 2024. In November 2022, Ms. Katzmann earned an ESG Certificate and Designation from Competent Boards after completion of a twelve-session ESG Designation Program.

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Director Qualifications:

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Leadership experience—current chief executive officer of a national seniors housing company; and

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Industry experience—founder and current chief executive officer of a national seniors housing company that is spearheading an industry-wide initiative in managed care to improve outcomes and drive new revenues to seniors housing for preventative care and lifestyle management.

Ann Kono

Director since: 2020

Committees: Audit, Compensation, Corporate Responsibility and Governance

Other public company boards: Cathay General Bancorp

Ms. Kono, 50, has served on our Board of Directors since December 2020. Ms. Kono currently serves as the Chief Executive Officer of Leda Advisory Group (“Leda”), a management consulting firm she founded in January 2019 that partners with asset management firms to advise on growth and scale and currently serves as a director of Cathay General Bancorp, the holding company of Cathay Bank, a state-chartered bank. Ms. Kono has also served as an independent director for Siepe, LLC, a credit and data analytics enterprise software firm, since July 2022. Prior to founding Leda, Ms. Kono spent 11 years at Ares Management Corporation, a global investment manager, operating in the credit, private equity and real estate markets, where she held the position of Chief Information and Risk Officer and oversaw Operational, Investment and Enterprise Risks. Ms. Kono previously served on the board of directors of Stable Road Acquisition Company from 2019 to 2021. Ms. Kono has over 25 years of experience in the finance industry focused on operational scale and digital transformation.

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Director Qualifications:

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Leadership experience—current Chief Executive Officer and former Chief Information and Risk Officer;

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Finance experience—over 25 years of experience in the finance industry focused on operational scale and digital transformation; and

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Public company experience—former director of a publicly held company.

Jeffrey A. Malehorn

Director since: 2017

Committees: Audit, Compensation (Chair)

Other public company boards: None

Mr. Malehorn, 65, has served on our Board of Directors since our August 2017 acquisition of Care Capital Properties (“CCP”). He served as a member of CCP’s board of directors from 2015 until the closing of our acquisition of CCP, and as a member of its compensation, executive and investment committees. Since January 2019, Mr. Malehorn has served as Principal at L3.0 Ventures, LLC, which provides investment, advisory and consulting services to various public, private and non-profit entities. Mr. Malehorn was the President and Chief Executive Officer of World Business Chicago, a public-private, non-profit, partnership between the City of Chicago and the business community focused on economic development, from 2013 until November 2017 and now serves as a board member. He previously spent 28 years in various capacities at General Electric Corporation, most recently serving as President and CEO of GE Capital, Commercial Distribution Finance, from 2009 to 2012, President and CEO of GE Capital Healthcare Financial Services from 2004 to 2008, and President and CEO of GE Commercial Finance’s Global Financial Restructuring Business from 2002 to 2004. Additionally, Mr. Malehorn was Corporate Citizenship Leader for GE Chicago and the Co-Leader for GE Capital America’s Commercial Council. He was named a GE Company Officer in 2001. From 1991 through 2001, Mr. Malehorn was a Leader at GE Capital Real Estate, where he founded and led the Senior Living & Hospitality Financing business unit from 1993 to 1995, led the debt and equity origination business nationally from 1997 to 1998, and was the European Platform Leader from 1999 to early 2002. Mr. Malehorn is the former Chairman of the Board of the Metropolitan Chicago American Heart Association and currently serves as a Board member of mHub, the Walking Mountains Science Center and Chairman of the Eagle Valley Community Foundation.

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Director Qualifications:

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Leadership experience—variety of officer positions including president and chief executive officer;

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Industry experience—executive experience and strong skills in portfolio and operations management and other areas;

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Finance experience—variety of officer and other positions in the financial services industry; and

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Public company experience—former director and committee member of a publicly traded healthcare REIT.

Executive Officers of the Company

The following sets forth biographical information regarding our executive officers, other than Mr. Matros, whose biographical information is set forth above.


Michael L. Costa Mr. Costa, 47, has served as Sabra’s Chief Financial Officer and Executive Vice President since January 2022, and as Sabra’s Treasurer since January 2026. Mr. Costa previously served as Sabra’s Secretary from January 2022 through December 2025, as Chief Accounting Officer from January 2021 through December 2021 and as Executive Vice President—Finance from August 2017 through December 2021. From June 2016 through August 2017, Mr. Costa served as Sabra’s Vice President—Finance and Controller. From Sabra’s inception in 2010 until June 2016, Mr. Costa served as Sabra’s Controller. He has more than 20 years of experience in commercial real estate finance and accounting, having previously worked for KBS Realty Advisors and Ernst & Young’s Real Estate Assurance practice. Mr. Costa is a Certified Public Accountant (inactive) and licensed real estate broker in California.
Darrin Smith Mr. Smith, 57, has served as Sabra’s Chief Investment Officer, Secretary and Executive Vice President since January 2026. From March 2020 through December 2025, he served as Sabra’s Executive Vice President—Investments. Mr. Smith previously served as Senior Vice President—Senior Housing Investments at HCP, Inc. (now Healthpeak Properties, Inc.) from January 2010 through December 2018. Prior to joining HCP in 2005, he held various positions in acquisitions and portfolio management for six years at GE Capital Real Estate, most recently as Senior Director of Portfolio Management. Prior to that, Mr. Smith spent over five years in the real estate group of Ernst & Young, LLP managing various audit and consulting engagements. He is a Certified Public Accountant (inactive) and holds a Bachelor of Science in Accounting degree from California State University, Long Beach.
Jessica Flores Ms. Flores, 43, has served as Sabra’s Chief Accounting Officer and Executive Vice President since January 2024. Ms. Flores previously served as Sabra’s Senior Vice President—Finance and Controller from January 2022 through December 2023, Vice President—Finance and Controller from August 2017 through December 2021, Assistant Controller from January 2014 through July 2017 and Accounting Manager from March 2011 through December 2013. She has over 15 years of experience in accounting, finance and real estate investments, having previously worked for KBS Realty Advisors and Deloitte & Touche LLP. Ms. Flores graduated from UCLA with a Bachelor of Arts in Business Economics and is a Certified Public Accountant.

There are no family relationships among any of our directors or executive officers.

CORPORATE GOVERNANCE

We are committed to effective corporate governance that promotes the long-term interests of our stockholders and strengthens Board and management accountability.

Governance Highlights



Annual Election of Directors		Active Stockholder Engagement Practices

Highly Independent Board (6 of 7 Directors) and Fully Independent Committees		Policies and Practices to Align Executive Compensation with Long-Term Stockholder Interests

Three New Independent Directors Since 2019		Lead Independent Director with a Well-Defined Role and Robust Responsibilities Appointed Annually by Independent Directors

Comprehensive New Director Orientation Process		Annual Review of CEO and Management Succession Plans

Majority Voting for Directors in Uncontested Elections, with a Director Resignation Policy		Regular and Proactive Board and Management Succession Planning

No Supermajority Vote Requirements		Written Related Person Transaction Policy

Robust Stock Ownership Requirements for Executives and Directors		Anti-Hedging and Anti-Pledging Policies

Annual Board and Committee Evaluations		Clawback Policy

Regular Executive Sessions of Independent Directors		Stockholder Proxy Access Right Reflecting Market Standard Terms

Stockholder Right to Amend Bylaws by Majority Vote		No Stockholder Rights Plan

Policy on Director Time Commitments: No More than Three Additional Public Company Boards or One Additional Public Company Board for CEO or Equivalent Positions		Audit Committee Time Commitment Policy: No More than Two Additional Public Company Audit Committees

Independent Board Committee Oversight of Cybersecurity Risks, Human Capital and Environmental, Social and Governance Matters		Political Contribution Policy

Opted Out of the Maryland Control Share Acquisition Act, which Provides Certain Takeover Defenses		Opted Out of the Provisions of the Maryland Unsolicited Takeover Act that would Permit a Classified Board without Stockholder Approval

Corporate Governance Guidelines

The Board of Directors has adopted Corporate Governance Guidelines, which provide the framework for the governance of the Company and represent the Board’s current views with respect to selected corporate governance issues considered to be of significance to our stockholders. The Corporate Governance Guidelines direct our Board’s actions with respect to, among other things, Board composition and director qualifications, selection of the Chair of the Board and the Lead Independent Director, composition of the Board’s standing committees, stockholder communications with the Board, succession planning and the Board’s annual performance evaluation.

A current copy of the Corporate Governance Guidelines is posted in the Investors—Governance section of our website at www.sabrahealth.com.

Policy on Director Time Commitments

Our Corporate Governance Guidelines set forth our policy on director time commitments, which seeks to ensure that directors have sufficient time available to devote to Sabra’s affairs, including in light of the director’s other positions and/or service on other public company boards. The policy provides that directors may not simultaneously serve on more than three other public company boards (except with the prior approval of the chair

of the Corporate Responsibility and Governance Committee); directors who also serve as chief executive officers, or in equivalent positions, should not serve on more than one other public company board; and members of our Audit Committee may not simultaneously serve on the audit committees of more than two other public companies (except with the prior approval of our Board). Our Corporate Governance Guidelines further provide that directors should advise the Chair of the Board and the Chair of the Corporate Responsibility and Governance Committee in advance of accepting an invitation to serve on another board and should only serve on other boards if they have sufficient time to devote to Sabra’s affairs. Our directors’ outside board commitments are evaluated based on written responses to annual directors’ and officers’ questionnaires. All directors are currently in compliance with our policy on director time commitments, and the Board has not granted any exceptions to the policy.

Stockholder Engagement

Our Board of Directors and management value the input of our stockholders and prioritize engaging with our stockholders to directly receive their feedback. In 2025, we were able to engage with stockholders through a variety of forums, including multiple investor conferences, site visits at our corporate headquarters, and a three-day virtual conference, in addition to dedicated substantive discussions with a majority of our active stockholder base. During these meetings, we discussed a variety of topics, including our business, corporate strategy and industry dynamics. Our management team regularly updates our Board on these meetings. Our Board and management are committed to maintaining open dialogue with our stockholders. We consider and evaluate all feedback and insights from our engagement, in addition to emerging best practices, policies at other companies and market standards, to enhance the evolution of our disclosures and practices.

Director Independence

Our Corporate Governance Guidelines require that a substantial majority of our Board of Directors qualify as “independent directors” under applicable rules of The Nasdaq Stock Market LLC (the “Nasdaq rules”) and the rules and regulations of the SEC. In considering the independence of each director, the Board of Directors reviews information provided by each director and considers whether any director has a relationship that would interfere with the director’s exercise of independent judgment in carrying out his responsibilities as a director. Our Board of Directors has affirmatively determined that none of Messrs. Barbarosh, Foster, or Malehorn nor Mses. Cusack, Katzmann or Kono has a relationship that, in the opinion of the Board of Directors, would interfere with the director’s exercise of independent judgment in carrying out his or her responsibilities as a director and that each such director is an independent director under the Nasdaq rules. Mr. Matros does not qualify as an independent director because he is employed as our President and Chief Executive Officer.

Proxy Access

Our Board of Directors has implemented a proxy access provision in our Bylaws, which permits a stockholder, or group of up to 20 stockholders, owning 3% or more of our outstanding common stock continuously for at least three years, to nominate and require us to include in our proxy materials for an annual meeting of stockholders director candidates constituting up to 25% of the Board of Directors (rounded down to the nearest whole number, but not less than two), provided that the stockholder(s) and the nominee(s) satisfy the eligibility and procedural requirements described in our Bylaws. For more information on using proxy access to nominate directors, see “Stockholder Proposals and Director Nominations for 2027 Annual Meeting of Stockholders.”

Committees of the Board of Directors

The standing committees of our Board of Directors include: Audit, Compensation, and Corporate Responsibility and Governance. The members of these standing committees are appointed by and serve at the discretion of the Board of Directors. Current copies of the charters for each of these committees are posted in the Investors—Governance section of our website at www.sabrahealth.com. Our Board of Directors encourages each of our directors to attend all committee meetings as invited guests.

The following table presents the composition of the committees of our Board of Directors as of the date of this Proxy Statement and the number of meetings held by each committee in 2025:



Name	Audit Committee	Compensation Committee	Corporate Responsibility and Governance Committee

Craig A. Barbarosh	Chair	✓

Katie Cusack	✓	✓	✓

Michael J. Foster	✓		✓

Lynne S. Katzmann		✓	Chair

Ann Kono	✓	✓	✓

Jeffrey A. Malehorn	✓	Chair

Total Meetings in 2025	4	2	3

Audit Committee

The Board of Directors has determined that each member of the Audit Committee is an “independent director” under the Nasdaq rules. In addition, each member of the Audit Committee is also “independent” under Rule 10A-3 under the Securities Exchange Act of 1934, as amended (the “Exchange Act”), and satisfies the additional financial literacy requirements of the Nasdaq rules. The Board has designated three members of the Audit Committee, Ms. Cusack, Mr. Foster and Ms. Kono, as “audit committee financial experts” as defined by SEC rules. The Board based its determination on the qualifications and business experience of each of Ms. Cusack, Mr. Foster and Ms. Kono described above under “Board of Directors and Executive Officers—Directors of the Company.”

The Audit Committee is responsible for overseeing Sabra’s accounting and financial reporting processes and the audit of Sabra’s financial statements, including the integrity of Sabra’s financial statements, the qualifications and independence of Sabra’s independent registered public accounting firm and the performance of Sabra’s independent registered public accounting firm and internal auditors. Among other things, the Audit Committee is responsible for the appointment, compensation and retention of Sabra’s independent registered public accounting firm; pre-approval of all audit and non-audit services to be performed by the independent registered public accounting firm; review of Sabra’s internal controls and disclosure controls and procedures; oversight of Sabra’s internal audit function; oversight of Sabra’s legal and regulatory compliance and risk assessment and risk management policies; review of Sabra’s risk exposure in the areas of information and cybersecurity; and review and approval of any related party transactions. The Audit Committee is also responsible for preparing the Audit Committee Report included in this Proxy Statement. In performing its responsibilities, the Audit Committee meets regularly with management, Sabra’s independent registered public accounting firm and Sabra’s internal auditors.

Compensation Committee

The Board of Directors has determined that each member of the Compensation Committee is an “independent director” under the Nasdaq rules. In making the determination regarding the independence of each member of the Compensation Committee, the Board of Directors considered whether the director has a relationship with Sabra that is material to the director’s ability to be independent from management in connection with the duties of a member of the Compensation Committee.

The Compensation Committee oversees and determines the compensation of Sabra’s Chief Executive Officer and other executive officers, including salaries, bonuses and awards of equity-based compensation, approves all employment and severance agreements for executive officers, makes recommendations to the Board with respect to the adoption or amendment of incentive compensation plans and stock-based benefit plans, administers Sabra’s stock-based benefit plans, reviews and oversees the administration of any compensation “clawback” or similar policy and makes recommendations to the Board of Directors concerning the compensation of directors. The Compensation Committee is also responsible for reviewing the Compensation Discussion and Analysis included in this Proxy Statement and for preparing the Compensation Committee Report included in this Proxy

Statement. The Compensation Committee is further responsible for periodically reviewing human capital management matters, including Sabra’s policies, programs and initiatives focusing on Company culture, talent development, employee retention, diversity, equity and inclusion and employee health, wellness and safety and for overseeing risks related to these matters.

The Compensation Committee is solely responsible for making the final decisions on compensation for Sabra’s executive officers. However, the Compensation Committee takes into account recommendations of Sabra’s Chief Executive Officer in determining the compensation (including stock awards) of executive officers other than the Chief Executive Officer. Otherwise, Sabra’s officers do not have any role in determining the form or amount of compensation paid to the executive officers of Sabra. In addition, the Compensation Committee retains the power to appoint and delegate matters to a subcommittee comprised of at least one member of the Compensation Committee, except that the Compensation Committee may not delegate to a subcommittee any power or authority required by any law, regulation or listing standard to be exercised by the Compensation Committee as a whole. The Compensation Committee does not currently intend to delegate any of its responsibilities to a subcommittee.

Pursuant to its charter, the Compensation Committee is authorized to retain compensation consultants to assist in the evaluation of compensation to Sabra’s executive officers. As further described under “Executive Compensation—Compensation Discussion and Analysis” below, since our becoming a separate publicly traded company, the Compensation Committee has retained Frederic W. Cook & Company, Inc. (“FW Cook”) as its independent compensation consultant to assist the Compensation Committee with the design and structure of our executive compensation program and the amounts payable thereunder. The Compensation Committee is directly responsible for the appointment, compensation and oversight of FW Cook’s work, and does not believe FW Cook’s work has raised any conflicts of interest. FW Cook reports only to the Compensation Committee and does not perform services for us, except for executive compensation-related services on behalf of, and as instructed by, the Compensation Committee. All compensation decisions were made solely by our Compensation Committee.

Corporate Responsibility and Governance Committee

The Board of Directors has determined that each member of the Corporate Responsibility and Governance Committee is an “independent director” under the Nasdaq rules.

As further described below under “—Director Nomination Process,” the Corporate Responsibility and Governance Committee assists our Board of Directors in identifying individuals qualified to become Board members and selecting the director nominees for each annual meeting of stockholders. The Corporate Responsibility and Governance Committee also makes recommendations to the Board of Directors concerning the structure and operations of the Board and its committees and is responsible for overseeing the Corporate Governance Guidelines, for developing and recommending to the Board of Directors any changes to the Corporate Governance Guidelines, for overseeing and monitoring the Company’s policy on director time commitments contained therein, for overseeing new director orientation and director continuing education, for receiving reports annually from the Chief Executive Officer concerning senior management development and succession plans, and for overseeing the Company’s human capital and environmental, social and governance policies and practices, as well as oversight of risks relating to these topics including climate-related risks.

Meetings and Attendance

During 2025, our Board of Directors held four meetings. Each of our incumbent directors attended at least 75% of the aggregate meetings of the Board and the committees of the Board on which the director served during 2025. In addition, the independent directors meet regularly in executive session without the presence of management. Mr. Foster, who has been designated by the independent directors as Lead Independent Director, chairs these executive sessions of the independent directors.

Our Board of Directors encourages each director to attend the annual meeting of stockholders. Each of our incumbent directors attended the 2025 annual meeting of stockholders in person or by remote communication.

Board Leadership Structure

Our Corporate Governance Guidelines provide that the Board is free to make its choice for Chair and Chief Executive Officer in any way that the Board of Directors considers best for Sabra at a given point in time. Accordingly, the Chair and Chief Executive Officer positions may be filled by one individual or by two different individuals. The Board believes that the appropriate leadership structure for Sabra at this time is for Mr. Matros to serve as both our Chair and Chief Executive Officer, in concert with an independent director serving as our Lead Independent Director.

Our Board of Directors believes that Mr. Matros, our Chief Executive Officer, is best suited to serve as our Chair because he is the director most familiar with Sabra’s business and industry and most capable of identifying strategic priorities. In the Board’s view, combining the roles of Chair and Chief Executive Officer facilitates the flow of information between management and the Board, and helps assure that the strategies adopted by the Board will be best positioned for execution by management. While the Chair leads the Board in overseeing the management and direction of the Company, any specific actions taken in connection with this oversight responsibility are exercised by the full Board or any Board committee to which authority has been delegated by the Board, and not by any individual director.

To promote the independence of the Board and appropriate oversight of management and to demonstrate our commitment to strong corporate governance, the independent directors designate annually an independent, non-employee director to serve as our Lead Independent Director. As noted above, the independent directors have currently designated Mr. Foster to serve as our Lead Independent Director. The Lead Independent Director helps to facilitate free and open discussion and communication among the independent directors of the Board and between the Board and management. The duties of the Lead Independent Director include chairing all meetings of the independent directors when they meet in executive session and chairing all meetings of the full Board in the absence of the Chair; representing the Board in meetings with third parties, as appropriate; and working with the Chair to finalize meeting agendas, meeting schedules and other information provided to the Board. The Lead Independent Director also sets the agenda for the meetings held in executive session and discusses issues that arise from these meetings with the Chief Executive Officer. The non-employee members of the Board meet in executive session during each regularly scheduled Board meeting and during special meetings of the Board, as appropriate.

Risk Oversight

One of the principal functions of our Board of Directors is to provide oversight concerning the assessment and management of risk related to our business. The Board of Directors is involved in risk oversight through approval authority with respect to fundamental financial and business strategies and major corporate activities, including material acquisitions and financings, as well as through its oversight of management and the committees of the Board of Directors. As part of overseeing our corporate strategy and our enterprise risk management program, our Board of Directors also monitors our environmental practices, sustainability, including climate-related risks, and human capital management. Any director may propose a meeting agenda item related to risk or any other topic for consideration and discussion by the Board.

Management is responsible for identifying the material short-, intermediate- and long-term risks facing Sabra, implementing appropriate risk management strategies and ensuring that information with respect to material risks is shared with the Board of Directors or the appropriate Board committee. In connection with this responsibility, members of management provide regular reports to the Board of Directors regarding business operations and strategic planning, financial planning and budgeting, regulatory matters and information systems and cybersecurity, including any material risk to Sabra relating to such matters. The Board of Directors considers and makes determinations on any action warranted with respect to these risks, which include short-, intermediate- and long-term risks, as well as both existing risks and emerging risks. The Board’s oversight standards apply regardless of the immediacy of the risk assessed, and risks are reevaluated regularly.

Where appropriate, the Board of Directors also receives input on risk-related topics from third-party advisors and experts who report from time to time to the Board on various risk topics within their area of expertise, including with respect to potential future threats and trends. Management also annually conducts an enterprise-wide risk assessment with the assistance of an external firm to evaluate the risks facing Sabra and determine their severity,

likelihood of occurring in a single year, how quickly Sabra may be impacted by each risk and the perceived effectiveness of management’s current mitigation activities and controls. The results of this enterprise-wide risk assessment are reviewed by the Audit Committee on a quarterly basis and shared with the rest of the Board and considered in connection with the assessment of the material risk factors to disclose in our filings with the SEC.

The Board of Directors has delegated oversight for specific areas of risk exposure to committees of the Board of Directors as follows:

•

The Audit Committee is responsible for periodically discussing Sabra’s overall risk assessment and risk management policies as well as Sabra’s plans to monitor, control and minimize any risk exposure with management, our internal auditors and our independent registered public accounting firm. In addition, the Audit Committee periodically reviews Sabra’s risk exposure related to the Audit Committee’s areas of responsibility, including financial reporting, disclosure controls and procedures, accounting and internal controls, legal and regulatory compliance and information and cybersecurity. The Audit Committee is also responsible for primary risk oversight related to our financial reporting, disclosure controls and procedures, accounting and internal controls and oversees risks related to our compliance with legal and regulatory requirements.

•

The Compensation Committee oversees, among other things, the assessment and management of risks related to Sabra’s compensation plans, policies and overall philosophy, equity-based incentive plans, and human capital matters, including Sabra’s culture, talent development, employee retention, diversity, equity and inclusion and employee health, wellness and safety.

•

The Corporate Responsibility and Governance Committee oversees the assessment and management of risks related to our governance structure, including our Board leadership structure and management and director succession, as well as our human capital and environmental, social and governance policies and practices.

All members of our Board of Directors are invited to attend our regularly scheduled committee meetings, and most directors do so attend. Our Chief Executive Officer, Chief Financial Officer and outside legal counsel also regularly attend meetings of our standing committees when they are not in executive session, and often report on matters that may not be otherwise addressed at these meetings. In addition, our directors are encouraged to communicate directly with members of management regarding matters of interest, including matters related to risk, at times when meetings are not being held.

Our Board of Directors believes that the processes it has established to administer the Board’s risk oversight function would be effective under a variety of leadership frameworks and therefore do not have a material effect on Sabra’s leadership structure described under “—Board Leadership Structure” above.

Compensation Risk Assessment

Consistent with the Compensation Committee’s responsibilities described above, the Compensation Committee takes risk into consideration when reviewing and approving executive compensation, including when it approved our executive compensation program. The Compensation Committee has concluded that the current executive compensation program does not encourage inappropriate or excessive risk-taking. In making its determination, the Compensation Committee noted that each Named Executive Officer’s direct compensation under our executive compensation program consists primarily of a fixed base salary, an annual incentive bonus opportunity and long-term equity incentive awards. Long-term incentive awards granted under our long-term equity award program are generally subject to a multi-year vesting schedule, a deferral feature for Named Executive Officers and performance conditions that are not solely dependent on stock price.

Director Nomination Process

Identifying and Evaluating Director Nominee Candidates

In identifying, evaluating and selecting potential director nominees for election at each annual meeting of stockholders and nominees for directors to be appointed by the Board of Directors to fill vacancies and newly created directorships, the Corporate Responsibility and Governance Committee will consider as potential director

nominees candidates recommended by various sources, including any member of the Board, any stockholder of Sabra, senior management or an outside search firm engaged by the Corporate Responsibility and Governance Committee if determined appropriate. All potential director nominees, other than potential incumbent director nominees, will be initially reviewed by the Chair of the Corporate Responsibility and Governance Committee or, in the Chair’s absence, any other member of the committee delegated to initially review director candidates. If it is determined appropriate to proceed, a prospective director candidate may be interviewed by one or more of the other members of the Corporate Responsibility and Governance Committee, other members of the Board of Directors and by the Chief Executive Officer. The Corporate Responsibility and Governance Committee will provide informal progress updates to the Board of Directors and will meet to consider and recommend any final director candidates to the full Board of Directors. The Board of Directors is responsible for determining the final director candidates to be nominated for election at each annual meeting of stockholders and for appointing directors to fill vacancies on the Board.

In considering whether to nominate a potential director candidate for election to the Board of Directors, the Corporate Responsibility and Governance Committee considers whether the director candidate would meet the definition of independence required by the Nasdaq rules and applicable rules and regulations of the SEC. As set forth in Sabra’s Corporate Governance Guidelines, the Corporate Responsibility and Governance Committee also seeks to elect directors who: (i) are of high character and integrity; (ii) are accomplished in their respective fields; (iii) have relevant expertise and experience, and are able to offer advice and guidance to management based on that expertise and experience; (iv) have sufficient time available to devote to Sabra’s affairs, including whether the

director candidate would satisfy Sabra’s policy on director time commitments as set forth in its Corporate Governance Guidelines; (v) will represent the long-term interests of Sabra’s stockholders as a whole; (vi) are not age 80 or older at the time of election; and (vii) will collectively represent a diversity of backgrounds and experiences, including diversity with respect to gender, age and ethnicity. The Board of Directors and the Corporate Responsibility and Governance Committee evaluate each individual in the context of the Board as a whole, with the objective of building a Board that is effective, collegial and can best represent the interests of Sabra and its stockholders, using its diversity of backgrounds and experiences.

Stockholder Recommendations

As described above, the Corporate Responsibility and Governance Committee will consider director candidates recommended by stockholders. Properly communicated stockholder recommendations will be considered in the same manner as recommendations received from other sources. To be properly communicated, stockholders desiring to recommend candidates for nomination or election to the Board of Directors should submit their recommendations in writing to the attention of Sabra’s Secretary, Sabra Health Care REIT, Inc., 1781 Flight Way, Tustin, California 92782, together with the following information: (i) all information about the stockholder and the candidate that would be required pursuant to Article II, Section 11 of our Bylaws if the stockholder was nominating the candidate for election to the Board of Directors, (ii) a statement of the proposed director candidate’s qualifications, taking into account the principles used by the Corporate Responsibility and Governance Committee in evaluating possible candidates as described above, (iii) a statement detailing any relationship between the proposed director candidate and any tenant or competitor of Sabra, and (iv) detailed information about any relationship or understanding between the recommending stockholder and the director candidate. The Corporate Responsibility and Governance Committee may request additional information concerning the director candidate as it deems reasonably necessary to determine the eligibility and qualification of the director candidate to serve as a member of our Board of Directors. Stockholders who are recommending candidates for consideration by the Board of Directors in connection with the next annual meeting of stockholders should submit their written recommendation no later than January 1 of the year of that meeting.

Please note that stockholders who wish to nominate a person for election as a director in connection with an annual meeting of stockholders (as opposed to making a recommendation to the Corporate Responsibility and Governance Committee as described above) must follow the procedures described under “Stockholder Proposals and Director Nominations for 2027 Annual Meeting of Stockholders.”

Management Succession Planning

Pursuant to our Corporate Governance Guidelines and the charter of the Corporate Responsibility and Governance Committee, the Corporate Responsibility and Governance Committee is responsible for reviewing the Company’s succession plan for the Chief Executive Officer and senior management. In performing these functions, the Chief Executive Officer annually reports to the Corporate Responsibility and Governance Committee about developments of senior management personnel and succession plans. All members of our Board of Directors are invited to attend our regularly scheduled Corporate Responsibility and Governance Committee meetings, and most directors do so attend and have the opportunity to review and discuss the succession plans. In connection with its regular discussions of Sabra’s human capital, talent and culture, the Board and the Corporate Responsibility and Governance Committee consider both anticipated successions, such as retirements, and unplanned succession events, including emergencies and a range of other potential contingencies, to enhance organizational readiness. The Board and the Corporate Responsibility and Governance Committee also regularly interact with senior leaders through informal events and management presentations at the Board meetings, where the Board provides feedback to and assesses Sabra’s executives at various leadership levels.

Annual Board Evaluations

Pursuant to our Corporate Governance Guidelines and the charter of the Corporate Responsibility and Governance Committee, the Corporate Responsibility and Governance Committee oversees an annual evaluation of the performance of the Board and each committee of the Board. The evaluation process is facilitated by outside legal counsel and is designed to assess the overall effectiveness of the Board and its committees and to identify opportunities for improving Board and Board committee operations and procedures. The annual evaluations are generally conducted in the first quarter of each calendar year and the results of the annual evaluation are reviewed and discussed by the Corporate Responsibility and Governance Committee.

Insider Trading Policy

We have adopted an Insider Trading Policy governing the purchase, sale and other dispositions of our securities that applies to all of our directors, officers and employees. The Insider Trading Policy does not apply to such transactions by the Company itself. We believe the policies and procedures contained in our Insider Trading Policy are reasonably designed to promote compliance with insider trading laws, rules and regulations and applicable listing standards. A copy of our Insider Trading Policy is filed as Exhibit 19.1 to our 2025 Annual Report.

Policy on Hedging and Pledging of Sabra Shares

Sabra recognizes that hedging against losses in Sabra securities may disturb the alignment between stockholders and executives that Sabra’s Stock Ownership Policy (as described in the “Executive Compensation—Compensation Discussion and Analysis” below) and equity awards are intended to facilitate. Accordingly, our Board has incorporated prohibitions on various hedging activities within Sabra’s Insider Trading Policy, which apply to all directors, executive officers and employees and prohibit short sales of shares of common stock and trading in “puts” and “calls” or other derivative securities that relate to common stock. The policy also prohibits hedging or monetization transactions (such as prepaid variable forwards, equity swaps, collars and exchange funds) that are designed to hedge or offset any decrease in the market value of Sabra securities.

In addition, because a margin call or foreclosure sale may occur at a time when a director, executive officer or employee is aware of material

non-public

information concerning Sabra, directors, executive officers and employees are prohibited from holding Sabra securities in a margin account or pledging Sabra securities as collateral for a loan. Accordingly, none of our directors or executive officers have pledged any shares of common stock.

Table of Contents

Code of Conduct and Ethics

We have adopted a Code of Conduct and Ethics that applies to all of our directors, officers and employees, which provides a framework to promote honest and ethical conduct and fair dealing and deter conflicts of interest. Our Code of Conduct and Ethics can be found in the Investors—Governance section of our website at www.sabrahealth.com. Waivers from, and amendments to, our Code of Conduct and Ethics that apply to our directors and executive officers, including our principal executive officer, principal financial officer, principal accounting officer and persons performing similar functions, will be timely posted in the Investors—Governance section of our website at www.sabrahealth.com as required by applicable law.

Policy on Political Contributions and Lobbying

We have adopted a policy on political contributions and lobbying in our Code of Conduct and Ethics, which prohibits any direct monetary contributions by or on behalf of Sabra to any political campaign or political advocacy group. This prohibition does not include any contributions made by Sabra to industry advocacy groups, which may include lobbying activities such groups directly or indirectly engage in on behalf of our industry. While our employees may participate as individual citizens in the political process and may provide funds to political organizations, political action committees or industry trade associations, decisions to do so are entirely personal and voluntary. All organizations we contribute to are either industry groups or apolitical, humanitarian and community support organizations. Our policy on political contributions and lobbying is located in our Code of Conduct and Ethics, which can be found in the Investors—Governance section of our website at www.sabrahealth.com.

Stockholder Communications with the Board

Stockholders may send written communications to the Board of Directors or to specified individuals on the Board, c/o Sabra’s Secretary at 1781 Flight Way, Tustin, California 92782. All mail received will be opened and communications from verified stockholders that relate to matters that are within the scope of the responsibilities of the Board of Directors, other than solicitations, junk mail and frivolous or inappropriate communications, will be forwarded to the Chair of the Board of Directors or any specified individual director, as applicable. If the correspondence is addressed to the Board of Directors, the Chair will distribute it to the other Board members if he determines it is appropriate for the full Board to review. In addition, if requested by stockholders, when appropriate, the Lead Independent Director or other directors will also be available for direct communication with stockholders.

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SUSTAINABILITY INITIATIVES

Sustainability Philosophy

At Sabra, we take a care-driven approach to our business. We invest in assets where the future of healthcare is being delivered and where leading operators are skillfully and compassionately caring for the residents and tenants. We work actively with our operators and tenants to encourage and support best practices in sustainability, energy efficiency, health, wellness and safety. We believe that these initiatives not only benefit our stakeholders but also contribute to long-term stockholder value creation. Sustainability starts at the highest level of the organization and is spread throughout as we believe that achieving operational excellence goes hand-in-hand with a responsibly run business.

Sustainability Oversight

As part of overseeing our corporate strategy and our enterprise risk management program, our Board of Directors monitors our environmental and social practices as an entire Board. Additionally, specific committees oversee certain programs related to our sustainability efforts. Our Corporate Responsibility and Governance Committee oversees our sustainability program as a whole, including our climate-related disclosures and practices. Our Compensation Committee is responsible for overseeing human capital management matters, which include policies, programs and initiatives focusing on the Company’s culture, talent development, employee retention, diversity, equity and inclusion and employee health, wellness and safety. We have a formalized management-level Sustainability Steering Committee. This cross-functional working group of individuals in environmental, health and safety, facilities, investor relations, finance, human resources and other functions, allows us to gather data and insights for focus areas that impact our environmental stewardship, social commitments, and corporate governance. Dedicated subgroups within the Sustainability Steering Committee have specific areas of emphasis and each in turn contributes by overseeing key performance indicators surrounding the Company’s sustainability practices.

Sustainability Reporting

In 2025, we published our fifth annual sustainability report, and we are in the process of producing our sixth annual report. We utilize aspects of the International Financial Reporting Standard’s Sustainability Accounting Standard Board (SASB), the Global Real Estate Sustainability Benchmark (GRESB), and the Task Force on Climate-related Financial Disclosures (TCFD) to report on our practices. Our reports and other disclosures can be found on the Investors—Governance section of our website at www.sabrahealth.com.

Human Capital Management and Engagement

We recognize that attracting and retaining talent at all levels is vital to our continuing success. We aim to attract professionals who will uphold our values. We ensure our teammates receive competitive compensation and conduct pay analyses to review our pay equity. We also invest in our teammates through high-quality benefits and meaningful health and wellness initiatives. Employee development and growth are fundamental to our approach to human capital management. We actively work on our teammates’ career development efforts and focus on aligning our talent strategy with our business strategy. When we create a workplace where our teammates are engaged, committed and empowered for the long-term, we are better positioned to create value for the Company, as well as for our stockholders. We promote employee engagement through focused surveys and through team gatherings, including our employee events and annual retreat.

Diversity, Equity & Inclusion

We believe that a diverse workforce is essential to our continued success, and we strive to maintain a fair, healthy and safe workplace, while creating a work environment that promotes diversity, equity and inclusion for our teammates. Our current diversity, equity and inclusion strategy is focused on our recruitment and training. We

seek out partnerships to attract new candidates, and we engage third-party consultants to conduct inclusivity and bias training for our Board of Directors, management and employees. As of December 31, 2025, women comprised 55% of our workforce and 57% of our management level/leadership roles. As of December 31, 2025, 34% of our teammates self-identified as members of one or more racial and ethnic minorities.

As underscored by our Corporate Governance Guidelines, our Board of Directors and the Corporate Responsibility and Governance Committee are committed to proactively consider a diverse collection of backgrounds and relevant experiences in our director candidates to best ensure the continued success of our business and represent our stockholder interests. The current board composition is 43% diverse by gender and 14% by race and/or ethnicity.

Environmental Stewardship

We believe in implementing measures that support healthy, sustainable and energy-efficient spaces. As the substantial majority of Sabra’s properties are leased under long-term, triple-net operating leases, the implementation of environmental measures at these properties is managed by our operators. We actively engage with our operator teams and encourage them to practice responsible property management that emphasizes health, safety, energy and water conservation. These practices, while having direct positive environmental benefits, can also translate into healthier indoor environments for our tenants’ residents, caretakers and staff. In 2023, we approved the first Green Links lighting retrofitting projects at three of our triple-net skilled nursing facilities. We continue to finance economically and environmentally beneficial projects that improve the resident and patient experience.

We also monitor environmental risk factors in order to assess the climate resiliency of the properties in our portfolio, such as exposure to floods and other physical climate risks. We assess these climate-related risks as a part of our enterprise risk assessment, which is overseen by our Board of Directors.

Health and Safety

The safety and well-being of everyone within the Sabra community is one of our highest priorities. For our operators, we are a committed resource to support them in their health, wellness and safety measures. In addition, we regularly work with operators to identify, pilot and support a number of HealthTech initiatives and solutions to foster a safe and healthy environment for employees and residents. For instance, we have supported many of our operators as they have achieved certification from WELL Health-Safety Rating, an evidence-based, third-party-verified rating body that recognizes commitments to promote safer and healthier environments for employees and residents.

LOGO

DIRECTOR COMPENSATION

Director Compensation—2025

The following table provides information on the compensation of the members of our Board of Directors who are not also our employees (“Non-Employee Directors”) for the year ended December 31, 2025. The compensation paid to Mr. Matros, who is also one of our employees, is presented in the Summary Compensation Table and the related tables included below under “Executive Compensation.” Mr. Matros is not entitled to receive additional compensation for his service as a director.


Name	Fees Earned or Paid in Cash ($)	Stock Awards ($)(1)(2)(3)	Total ($)

Craig A. Barbarosh	114,000	149,985	263,985

Katie Cusack	93,500	149,985	243,485

Michael J. Foster	119,750	149,985	269,735

Lynne S. Katzmann	105,264	149,985	255,249

Ann Kono	92,000	149,985	241,985

Jeffrey A. Malehorn	105,264

SEC Form DEF 14A filed by Sabra Health Care REIT Inc.