Sabra Health Care REIT, Inc.
For the period ended Jun 17, 2026. Filed Apr 24, 2026.
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Jun 17, 2026 · Filed Apr 24, 2026
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Contents
APPENDIX A
RECONCILIATIONS OFNON-GAAP FINANCIAL MEASURES
We have disclosed in this Proxy Statement Annualized Cash NOI, as adjusted. We believe that net income as defined by GAAP is the most appropriate earnings measure. We consider Annualized Cash NOI, as adjusted an important supplemental measure because it allows investors, analysts and its management to evaluate the operating performance of its investments. This measure may be different thannon-GAAP financial measures used by other companies, and the presentation of this measure is not intended to be considered in isolation or as a substitute for financial information prepared and presented in accordance with U.S. generally accepted accounting principles.
The following table presents a reconciliation of Annualized Cash NOI, as adjusted to net income (loss) (in thousands):
| SkilledNursing/TransitionalCare · Senior Housing | ||||||||||
|---|---|---|---|---|---|---|---|---|---|---|
| Senior Housing -Leased · Senior Housing -ManagedConsolidated · Senior Housing -Managed Unconsolidated · Total SeniorHousing · BehavioralHealth · SpecialtyHospitalsand Other · Other · Corporate · Total | ||||||||||
| Net income (loss) | $169,734 | $17,455 | $30,249 | $3,928 | $51,632 | $31,745 | $13,397 | $43,618 | $(154,616) | $155,510 |
| Adjustments: | ||||||||||
| Depreciation and amortization | 81,358 | 13,357 | 71,745 | — | 85,102 | 14,313 | 5,847 | — | 376 | 186,996 |
| Interest | 776 | 821 | — | — | 821 | — | — | — | 110,892 | 112,489 |
| General and administrative | — | — | — | — | — | — | — | — | 53,710 | 53,710 |
| Recovery of loan losses | — | — | — | — | — | — | — | — | (1,047) | (1,047) |
| Impairment of real estate | 7,322 | — | — | — | — | — | — | — | — | 7,322 |
| Loss on extinguishment of debt | — | — | — | — | — | — | — | — | 1,154 | 1,154 |
| Other income | — | — | (1,730) | — | (1,730) | — | — | — | (12,306) | (14,036) |
| Net loss (gain) on sales of real estate | 5,247 | — | — | — | — | (1,728) | — | — | — | 3,519 |
| Loss from unconsolidated joint ventures | — | — | — | (3,928) | (3,928) | — | — | — | — | (3,928) |
| Income tax expense | — | — | — | — | — | — | — | — | 1,837 | 1,837 |
| Sabra’s share of unconsolidated joint ventures’ Net Operating Income | — | — | — | 15,010 | 15,010 | — | — | — | — | 15,010 |
| Net Operating Income – consolidated | $264,437 | $31,633 | $100,264 | $15,010 | $146,907 | $44,330 | $19,244 | $43,618 | $— | $518,536 |
| Net Operating Income attributable to noncontrolling interests | — | — | (131) | — | (131) | — | — | — | — | (131) |
| Net Operating Income – pro rata | $264,437 | $31,633 | $100,133 | $15,010 | $146,776 | $44,330 | $19,244 | $43,618 | $— | $518,405 |
| Non-cash revenue and expense adjustments | (9,720) | 8,942 | — | (77) | 8,865 | (343) | 116 | 7 | — | (1,075) |
| Cash Net Operating Income – pro rata | $254,717 | $40,575 | $100,133 | $14,933 | $155,641 | $43,987 | $19,360 | $43,625 | $— | $517,330 |
| Annualizing adjustments(1) | (675) | (6,516) | 30,458 | 1,329 | 25,271 | 751 | 239 | (7,734) | — | 17,852 |
| Annualized Cash Net Operating Income – pro rata | $254,042 | $34,059 | $130,591 | $16,262 | $180,912 | $44,738 | $19,599 | $35,891 | $— | $535,182 |
| Reallocation adjustments(2) | 1,780 | 6,996 | — | — | 6,996 | 24,426 | — | (33,202) | — | — |
| Annualized Cash Net Operating Income, as adjusted – pro rata | $255,822 | $41,055 | $130,591 | $16,262 | $187,908 | $69,164 | $19,599 | $2,689 | $— | $535,182 |
| (1) | Represents the annual effect of acquisitions, dispositions, lease modifications and scheduled rent increases completed during the period and mathematical adjustments needed to make Cash Net Operating Income for the period representative of Cash Net Operating Income for a full year. |
| (2) | Adjustments to reflect Annualized Cash Net Operating Income from mortgage and construction loans receivable and preferred equity investments in the related asset class of the underlying real estate. |
We have also disclosed in this Proxy Statement Net Debt to Adjusted EBITDA. We believe that net income as defined by GAAP is the most appropriate earnings measure. We consider Net Debt to Adjusted EBITDA an important supplemental measure because it provides investors, analysts, and management with a meaningful indicator of the Company’s financial leverage and its capacity to service and repay debt from operating cash flows. This measure may be different thannon-GAAP financial measures used by other companies, and the presentation of this measure is not intended to be considered in isolation or as a substitute for financial information prepared and presented in accordance with U.S. generally accepted accounting principles.
The following table presents a reconciliation of Net Debt and Adjusted EBITDA, as adjusted, annualized to net income (loss) attributable to Sabra (in thousands):
| Three Months Ended December 31, 2025 | Three Months Ended December 31, 2024 | |
|---|---|---|
| Net income | $27,147 | $46,695 |
| Interest | 28,940 | 28,083 |
| Income tax expense | 491 | 380 |
| Depreciation and amortization | 51,405 | 42,308 |
| EBITDA | 107,983 | 117,466 |
| Income or loss from unconsolidated joint ventures | (1,652) | 96 |
| Distributions from unconsolidated joint ventures | 2,159 | 1,212 |
| Stock-based compensation expense | 3,070 | 2,539 |
| Acquisition and transaction costs | 453 | 318 |
| Recovery of loan losses | (407) | (125) |
| Impairment of real estate | 648 | __ |
| Other income | (91) | (1,780) |
| Net loss (gain) on sales of real estate | 9,063 | (6,064) |
| Adjusted EBITDA | 121,226 | 113,662 |
| Adjustments for current period activity (1) | 2,677 | (872) |
| Adjusted EBITDA, as adjusted | $123,903 | $112,790 |
| Adjusted EBITDA, as adjusted, annualized | $495,612 | $451,160 |
| December 31, 2025 | December 31, 2024 | |
| Secured debt | $44,021 | $46,110 |
| Revolving credit facility | 217,584 | 106,554 |
| Term loans | 1,039,425 | 534,370 |
| Senior unsecured notes | 1,250,000 | 1,750,000 |
| Consolidated Debt | 2,551,030 | 2,437,034 |
| Cash and cash equivalents | (71,537) | (60,468) |
| Net Debt | $2,479,493 | $2,376,566 |
| December 31, 2025 | December 31, 2024 | |
| Net Debt | $2,479,493 | $2,376,566 |
| Adjusted EBITDA, as adjusted, annualized | $495,612 | $451,160 |
| Net Debt to Adjusted EBITDA | 5.00x | 5.27x |
| (1) | Adjustments for current period activity give effect to the acquisitions and dispositions completed during the period as though such acquisitions and dispositions were completed as of the beginning of the period and adjust for certain income and expense items that the Company does not believe are indicative of its operating results for the current period. |
Reporting Definitions:
Adjusted EBITDA. Adjusted EBITDA is calculated as earnings before interest, taxes, depreciation and amortization (“EBITDA”) excluding the impact of merger-related costs, stock-based compensation expense under the Company’s long-term equity award program, and loan loss reserves. Adjusted EBITDA is an importantnon-GAAP supplemental measure of operating performance.
Annualized Cash Net Operating Income (“Annualized Cash NOI”). The Company believes that net income as defined by GAAP is the most appropriate earnings measure. The Company considers Annualized Cash NOI an important supplemental measure because it allows investors, analysts and its management to evaluate the operating performance of its investments. The Company defines Annualized Cash NOI as Annualized Revenues less operating expenses andnon-cash revenues and expenses. Annualized Cash NOI excludes all other financial statement amounts included in net income and is presented at the Company’s pro rata share.
Annualized Revenues. The annual contractual rental revenues under leases and interest and other income generated by the Company’s loans receivable and other investments based on amounts invested and applicable terms as of the end of the period presented. Annualized Revenues do not include tenant recoveries and are adjusted to reflect actual payments received related to the twelve months ended at the end of the respective period for leases no longer accounted for on an accrual basis.
Behavioral Health. Includes behavioral hospitals that provide inpatient and outpatient care for patients with mental health conditions, chemical dependence or substance addictions and addiction treatment centers that provide treatment services for chemical dependence and substance addictions, which may include inpatient care, outpatient care, medical detoxification, therapy and counseling.
Cash Net Operating Income (“Cash NOI”). The Company believes that net income as defined by GAAP is the most appropriate earnings measure. The Company considers Cash NOI an important supplemental measure because it allows investors, analysts and its management to evaluate the operating performance of its investments. The Company defines Cash NOI as total revenues less operating expenses andnon-cash revenues and expenses. Cash NOI excludes all other financial statement amounts included in net income and is presented at the Company’s pro rata share.
Consolidated Debt. The principal balances of the Company’s revolving credit facility, term loans, senior unsecured notes, and secured indebtedness as reported in the Company’s consolidated financial statements.
Net Debt. The principal balances of the Company’s revolving credit facility, term loans, senior unsecured notes, and secured indebtedness as reported in the Company’s consolidated financial statements, net of cash and cash equivalents as reported in the Company’s consolidated financial statements.
Net Debt to Adjusted EBITDA. The Company believes that net income as defined by GAAP is the most appropriate earnings measure. The Company considers Net Debt to Adjusted EBITDA an important supplemental measure because it provides investors, analysts, and management with a meaningful indicator of the Company’s financial leverage and its capacity to service and repay debt from operating cash flows. Net Debt to Adjusted EBITDA is calculated as Net Debt divided by Annualized Adjusted EBITDA, which is Adjusted EBITDA, as adjusted for annualizing adjustments that give effect to the acquisitions and dispositions completed during the respective period as though such acquisitions and dispositions were completed as of the beginning of the period presented.
Net Operating Income (“NOI”). The Company believes that net income as defined by GAAP is the most appropriate earnings measure. The Company considers NOI an important supplemental measure because it allows investors, analysts, and its management to evaluate the operating performance of its investments. The Company defines NOI as total revenues less operating expenses. NOI excludes all other financial statement amounts included in net income.
Senior Housing. Senior Housing communities include independent living, assisted living, continuing care retirement and memory care communities.
Senior Housing - Managed. Senior Housing communities operated by third-party property managers pursuant to property management agreements.
Skilled Nursing/Transitional Care. Skilled Nursing/Transitional Care facilities include skilled nursing, transitional care, multi-license designation and mental health facilities.
Specialty Hospitals and Other. Includes acute care, long-term acute care and rehabilitation hospitals, facilities that provide residential services, which may include assistance with activities of daily living, and other facilities not classified as Skilled Nursing/Transitional Care, Senior Housing or Behavioral Health.
1781 FLIGHT WAY
TUSTIN, CA 92782
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ELECTRONIC DELIVERY OF FUTURE PROXY MATERIALS
If you would like to reduce the costs incurred by our company in mailing proxy materials, you can consent to receiving all future proxy statements, proxy cards and annual reports electronically viae-mail or the Internet. To sign up for electronic delivery, please follow the instructions above to vote using the Internet and, when prompted, indicate that you agree to receive or access proxy materials electronically in future years.
VOTE BY PHONE -1-800-690-6903
Use any touch-tone telephone to transmit your voting instructions. Vote by 11:59 p.m. Eastern Time on June 16, 2026. Have your proxy card in hand when you call and then follow the instructions.
VOTE BY MAIL
Mark, sign and date your proxy card and return it in the postage-paid envelope we have provided or return it to Vote Processing, c/o Broadridge, 51 Mercedes Way, Edgewood, NY 11717.
| TO VOTE, MARK BLOCKS BELOW IN BLUE OR BLACK INK AS FOLLOWS: | |
|---|---|
| V90085-P47771 | KEEP THIS PORTION FOR YOUR RECORDS |
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DETACH AND RETURN THIS PORTION ONLY
THIS PROXY CARD IS VALID ONLY WHEN SIGNED AND DATED.
The Board of Directors recommends you vote FOR the following:
| 1. | Election of Directors |
| Nominees: | For | Against | Abstain |
|---|---|---|---|
| 1a. Craig A. Barbarosh | ☐ | ☐ | ☐ |
| 1b. Katie Cusack | ☐ | ☐ | ☐ |
| 1c. Michael J. Foster | ☐ | ☐ | ☐ |
| 1d. Lynne S. Katzmann | ☐ | ☐ | ☐ |
| 1e. Ann Kono | ☐ | ☐ | ☐ |
| 1f. Jeffrey A. Malehorn | ☐ | ☐ | ☐ |
| 1g. Richard K. Matros | ☐ | ☐ | ☐ |
| The Board of Directors recommends you vote FORproposals 2 and 3. | For | Against | Abstain | |
| 2. | Ratification of the appointment of PricewaterhouseCoopers LLP as Sabra’s independent registered public accounting firm for the fiscal year ending December 31, 2026. | ☐ | ☐ | ☐ |
| 3. | Approval, on an advisory basis, of the compensation of Sabra’s named executive officers. | ☐ | ☐ | ☐ |
| NOTE: Such other business will be transacted at the meeting as may properly come before the meeting or any adjournments or postponements thereof. | ||||
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Please sign exactly as your name(s) appear(s) hereon. When signing as attorney, executor, administrator, or other fiduciary, please give full title as such. Joint owners should each sign personally. All holders must sign. If a corporation or partnership, please sign in full corporate or partnership name by authorized officer.
| Signature [PLEASE SIGN WITHIN BOX] | Date | Signature (Joint Owners) | Date |
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Important Notice Regarding the Availability of Proxy Materials for the Annual Meeting:
The Annual Report and Notice and Proxy Statement are available at www.ProxyVote.com.
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V90086-P47771
Annual Meeting of Stockholders
June 17, 2026 at 9:00 AM Pacific Time
This proxy is solicited by the Board of Directors
The undersigned stockholder(s), hereby revoking any proxy previously given, hereby appoint(s) Richard K. Matros and Michael L. Costa, or either of them, as proxies, each with the power to appoint his substitute, and hereby authorize(s) each of them to represent and to vote, as designated on the reverse side of this proxy, all of the shares of common stock of SABRA HEALTH CARE REIT, INC. that the stockholder(s) is/are entitled to vote at the Annual Meeting of Stockholders to be held on June 17, 2026 at Sabra’s Headquarters, 1781 Flight Way, Tustin, California 92782, and any adjournments or postponements thereof. The proposals referred to on the reverse side hereof are described in the Proxy Statement that is being delivered in connection with the Annual Meeting of Stockholders.
This proxy, when properly executed and returned, will be voted in the manner directed herein. If no such direction is made, this proxy will be voted in accordance with the Board of Directors’ recommendations included on the reverse side hereof. Whether or not direction is made, each of the named proxies is authorized to vote this proxy in his discretion on such other business as may properly come before the Annual Meeting of Stockholders or any adjournments or postponements thereof.
PLEASE MARK, SIGN, DATE AND RETURN THIS PROXY CARD PROMPTLY USING THE ENCLOSED ENVELOPE. IF YOU CHOOSE TO VOTE THESE SHARES BY TELEPHONE OR INTERNET, YOU DO NOT NEED TO RETURN THIS PROXY.
Continued and to be signed on reverse side
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