Proxy Statement - Form DEF 14A

Sabra 2024 Proxy Statement

Notice Of Annual Meeting

Of Stockholders

To Be Held On June 13, 2024

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

Notice is hereby given that the 2024 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 Thursday, June 13, 2024, at 9:00 a.m., Pacific time, to consider and vote on the following proposals:

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 16, 2024 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.

TABLE OF CONTENTS

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 2024 Proxy Statement

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 2024 Annual Meeting of Stockholders (the "Annual Meeting") to be held at 9:00 a.m., Pacific time, on Thursday, June 13, 2024 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 26, 2024.

IMPORTANT NOTICE REGARDING INTERNET AVAILABILITY OF PROXY MATERIALS

This Proxy Statement and our Annual Report on Form 10-Kfor the year ended December 31, 2023 ("2023 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

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.

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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.

You may authorize a proxy to vote via the Internet.

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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.

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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.

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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 the other items to be submitted for a vote of stockholders at the Annual Meeting 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, Proposal No. 2 (ratification of the appointment of PwC as our independent registered public accounting firm for the fiscal year ending December 31, 2024) and Proposal No. 3 (advisory approval of named executive officer compensation) 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.

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-routinematters 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, 2024 (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-voteswill 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.

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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, 2024 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.

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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 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 its business and structure. The specific experiences, qualifications and skills that led to the conclusion that each of our directors 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.

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Director Skills and Board Diversity Matrix

(as of April 26, 2024)

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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.

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

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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

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.

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Our Corporate Governance Guidelines underscore our focus on diversity, by explicitly stating that the Board of Directors and the Corporate Responsibility and Governance Committee are committed to actively seeking qualified women and individuals from minority groups to include in the pool from which new Board members or director nominees are selected.

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. Our Board and management considers and evaluates the feedback and insights from our stockholder 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, Malehorn or Porter 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

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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 2025 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.

Our Chief Executive Officer and our Chief Financial Officer and Secretary regularly attend meetings of our Board committees when they are not in executive session and report on matters that are not addressed by other officers. 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.

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 2023:

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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-3under 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 two members of the Audit Committee, 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 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-approvalof all audit and non-auditservices 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 cyber security; 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.

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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 including, without limitation, related to climate-related risks.

Meetings and Attendance

During 2023, our Board of Directors held four meetings. Each of our directors attended at least 75% of the aggregate meetings of the Board and the committees of the Board on which the director served

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during 2023. 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. All of our directors attended the 2023 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-employeedirector 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-employeemembers 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

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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 by outside advisors 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:

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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.

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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. Our Board of Directors and the Corporate Responsibility and Governance Committee are committed to actively seeking qualified women and individuals from minority groups to include in the pool from which new Board members or director nominees are selected. 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. On an annual basis, as part of the performance evaluation of the Board of Directors, the Corporate Responsibility and Governance Committee seeks feedback from members of the Board of Directors concerning whether the overall mix and diversity of Board members is appropriate for the Company.

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 2025 Annual Meeting of Stockholders."

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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.

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 Board.

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 applies to all directors, executive officers and employees. The policy prohibits 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-publicinformation 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.

Code of Conduct and Ethics

We have adopted a Code of Conduct and Ethics that applies to all of our directors, officers and employees. 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.

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Sabra 2024 Proxy Statement

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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Sabra 2024 Proxy Statement

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Sabra 2024 Proxy Statement

ENVIRONMENTAL, SOCIAL AND GOVERNANCE INITIATIVES

Sustainability Initiatives

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-handwith a responsibly run business.

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. We have a dedicated Corporate Responsibility and Governance Committee which 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, legal, 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. The Sustainability Steering Committee reports to the Corporate Responsibility and Governance Committee at least three times per year. 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.

In 2023, we published our third annual sustainability report, and we are in the process of producing our fourth annual report. We utilize aspects of the Sustainability Accounting Standard Board, the Global Real Estate Sustainability Benchmark, and the Task Force on Climate-related Financial Disclosures 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 is 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.

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Sabra 2024 Proxy Statement

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 are proactively seeking out partnerships to attract new candidates, and we engaged third-party consultants to conduct inclusivity and bias training for our Board of Directors, management and employees. As of December 31, 2023, women comprised 54% of our workforce and 67% of our management level/leadership roles. As of December 31, 2023, 31% 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. As a part of this commitment, they actively seek qualified women and individuals from underrepresented groups as director nominees. Since March 2019, we have appointed four new directors with a diverse range of skills, expertise and backgrounds, all of whom are diverse by gender or race and/or ethnicity. The current board composition is 38% diverse by gender and 25% 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-netoperating leases, the implementation of environmental measures at these properties are 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. In late 2022, we established our Green Links program to benefit and support our triple-nettenants including, where appropriate, financing environmentally beneficial improvements. In 2023, we approved the first Green Links lighting retrofitting projects at three of our triple-netskilled nursing facilities. We continue to seek potential opportunities for our Green Links program as well as build out a robust assessment of our Scope 1 and Scope 2 greenhouse gas emissions.

We also monitor environmental risk factors in order to assess the climate resiliency of the properties in our portfolio, such as exposure to floods or other natural disasters. 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. 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. In addition, we regularly work with operators to identify, pilot and support a number of Medtech (medical technology) initiatives and solutions to foster a safe and healthy environment for employees and residents.

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Sabra 2024 Proxy Statement

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Sabra 2024 Proxy Statement

DIRECTOR COMPENSATION

Director Compensation-2023

The following table provides information on the compensation of the members of our Board of Directors who are not also our employees ("Non-EmployeeDirectors") for the year ended December 31, 2023. 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.

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Sabra 2024 Proxy Statement

Directors' Compensation Policy

Under our Directors' Compensation Policy, each Non-EmployeeDirector is entitled to receive the following as cash compensation: (1) an annual retainer of $80,000, payable in four equal quarterly installments, and (2) $1,500 for each committee (but not Board of Directors) meeting attended, with the meeting fee reduced to $750 for telephonic meetings lasting less than 30 minutes or for in-personmeetings which the director attends other than in person. Any Non-EmployeeDirector serving as the Lead Independent Director and each Chairperson of a committee of the Board of Directors is entitled to receive an additional annual retainer, payable in four equal quarterly installments, as follows: $30,000 for the Lead Independent Director, $25,000 for Audit Committee Chair, $15,000 for Compensation Committee Chair, and $15,000 for Corporate Responsibility and Governance Committee Chair. The annual retainer and any additional retainers are each pro-ratedfor partial years of service.

The Non-EmployeeDirectors have the right to elect to receive their annual retainers and any additional annual retainers in the form of stock units in lieu of cash, which units would be issued as of the last day of the quarter in which the retainers relate and would be valued as of the award date. Under our current Directors' Compensation Policy, each of the Non-EmployeeDirectors is entitled to receive an annual award of restricted stock units valued at $135,000 on the date of the award. Each Non-EmployeeDirector's annual award of restricted stock units vests monthly over a period of one year (and will in all events become vested in connection with the annual meeting of stockholders occurring in the year following the date of grant), is not distributable as shares of our common stock until the earlier of the fifth anniversary of the grant date, a change in control or the Non-EmployeeDirector's separation from service from the Board of Directors, and any unvested restricted stock units shall accelerate and vest in full on the occurrence of a change in control or the Non-EmployeeDirector's death or disability. All stock units are entitled to receive dividend equivalent payments, which are either paid in cash on a current basis (if the underlying units have vested) or reinvested into additional stock units. Each Non-EmployeeDirector's annual award of restricted stock units is pro-ratedfor partial years of service.

Each of our Non-EmployeeDirectors is reimbursed for out-of-pocketexpenses for attendance at Board of Directors and committee meetings.

Stock Ownership Policy Applicable to Non-EmployeeDirectors

Our Board of Directors has adopted a Stock Ownership Policy that requires each Non-EmployeeDirector to own shares of our common stock equal in value to five times the annual Board cash retainer. Shares of our common stock subject to stock unit awards that have vested but the payment of which has been deferred count toward satisfaction of the required ownership level, but shares subject to stock options or unvested stock unit awards are not considered owned by the Non-EmployeeDirector for purposes of this policy. The Non-EmployeeDirectors are required to be in compliance with the required ownership level within five years from the date such person is first appointed or elected as a Non-EmployeeDirector and are required to retain 50% of the net after-taxshares received in respect of equity awards until they are in compliance. Each of the Non-EmployeeDirectors is currently in compliance with the required ownership levels or is within the five-year transition period for new directors.

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Sabra 2024 Proxy Statement

EXECUTIVE COMPENSATION

Compensation Discussion and Analysis

Introduction

Our "Named Executive Officers" for 2023 are: Richard K. Matros, our Chief Executive Officer, President and Chair of the Board; Michael L. Costa, our Chief Financial Officer, Secretary and Executive Vice President; and Talya Nevo-Hacohen, our Chief Investment Officer, Treasurer and Executive Vice President.

In 2023, under the direction of our Board, our Named Executive Officers remained focused on the areas where we could create value for our stockholders, including identifying and prudently executing strategies to further enhance the quality of our portfolio and strengthen our balance sheet.

Key highlights from 2023 include:

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Sabra 2024 Proxy Statement

Summary of 2023 Compensation Decisions

The Compensation Committee continues to believe that the executive compensation program objective is to reward our executives for successfully creating long-term stockholder value by executing on our strategic plan, while at the same time holding executives accountable for performance and requiring forfeiture of compensation if they are not able to successfully execute our strategic plan and grow stockholder value.

The Compensation Committee's actions to incentivize the Named Executive Officers to create long-term value included the following highlights:

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Sabra 2024 Proxy Statement

The remainder of this section describes our executive compensation program and the material elements of compensation awarded to, earned by or paid to the Named Executive Officers during 2023.

Compensation Program and Objectives

Our compensation program for executives is intended to:

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Sabra 2024 Proxy Statement

We believe that our executive compensation program is appropriately structured to accomplish these objectives. Our executive compensation program consists of four material elements: base salaries, annual incentive compensation opportunities, long-term incentive awards and severance benefits. Each of these compensation elements is described in more detail below.

Role of the Compensation Committee

Pursuant to its charter, the Compensation Committee of our Board of Directors has the authority to determine the amount of compensation provided to each of the Named Executive Officers. The Compensation Committee approves our executive compensation philosophy and procedures, and is responsible for administering our equity compensation plans, including approving grants of awards under the plans. The Compensation Committee is also responsible for approving employment agreements with the Named Executive Officers. In performing its duties, the Compensation Committee considers the recommendations of our Chair and Chief Executive Officer when determining the compensation of the other Named Executive Officers.

The elements of our executive compensation program were each approved by the Compensation Committee. None of the Named Executive Officers is a member of the Compensation Committee or, except for recommendations made by Mr. Matros with respect to the compensation of the other Named Executive Officers, had any role in determining the compensation of the Named Executive Officers.

Role of the Compensation Consultant

Since our becoming a separate publicly traded company, the Compensation Committee has retained FW Cook as its independent compensation consultant. 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 conflict of interest. FW Cook reports only to the Compensation Committee, and does not perform services for us, except for executive and director compensation-related services on behalf of, and as instructed by, the Compensation Committee.

At the end of 2022 and in preparation for making base salary and bonus award decisions for 2023, and again at the end of 2023 in preparation for making 2023 equity award grants and base salary and bonus award decisions for 2024, the Compensation Committee engaged FW Cook to conduct an independent review of our executive compensation program to provide a competitive reference on pay levels, structure and performance alignment. As part of its review, FW Cook analyzed the salaries, target bonus opportunities, target cash compensation opportunities, equity award opportunities and targeted total direct compensation paid by our peer group of companies described below.

The Compensation Committee reviewed the reports prepared by FW Cook at the end of both 2022 and 2023 and used these reports, as applicable, when determining the amount and structure of each Named Executive Officer's 2023 cash base salary, bonus opportunity and equity award grants.

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Sabra 2024 Proxy Statement

FW Cook also advised on other aspects of executive compensation as requested by the Compensation Committee during 2023. For example, FW Cook provided the Compensation Committee with advice with respect to our peer group used for compensation comparison purposes described below and a proposal for an updated group of peer companies to use for TSR comparison purposes for the TSR Units that were granted in December 2023. FW Cook also provided the Compensation Committee with advice regarding the timing of our annual equity awards and advised that continuing to make annual equity awards during the fourth quarter of each calendar year better allows us to consider our performance for the year when determining the level of equity awards to be granted for that year. This, in turn, allows us to most closely match the value of our executive compensation program with internal performance and stockholder return during the year.

Peer Companies

When determining the amount of each Named Executive Officer's 2023 cash base salary and target bonus opportunity at the end of 2022, the Compensation Committee, with the assistance of FW Cook, considered the compensation paid by the following peer companies, which we refer to as the 2022 peer group:

The only changes to our 2022 peer group from the peer companies used at the end of 2021 were the addition of CareTrust REIT, Inc., which is a healthcare REIT with a net lease focus that is included in the peer group of a significant number of Sabra's existing peers and also has its headquarters in Orange County, California, and the removal of Healthcare Trust of America, Inc., MGM Growth Properties LLC, Retail Properties of America, Inc. and VEREIT, Inc., which were acquired in late 2021 or 2022. Also, in December 2021, Lexington Realty Trust changed its name to LXP Industrial Trust.

When determining the amount of each Named Executive Officer's 2023 long-term equity award grants at the end of 2023, we used the same group of peer companies listed above, except for the addition of Community Healthcare REIT and the removal of iStar Inc., STORE Capital Corporation, Seritage Growth Properties, VICI Properties Inc. and Sun Communities Inc. The companies we removed from our 2022 peer group were removed either because they had been acquired or no longer qualified as a REIT or because they no longer satisfied our size parameters described below, while Community

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Sabra 2024 Proxy Statement

Healthcare REIT was added as a relatively smaller peer company based on the financial screening criteria below to further balance the 2023 peer group. Our 2023 peer group is listed in the table below:

The objective peer group selection methodology remained consistent with prior years. We selected publicly traded, internally managed, U.S. based REITs with total revenues between 0.33x and 3.0x ours and enterprise values between 0.33x and 4.0x ours, with a preference for including healthcare REITs where possible even if that required some adjustment to the normal size parameters. Year-over-year continuity in the peer group companies was prioritized where reasonable.

The Compensation Committee considers the compensation paid by the peer group companies as one input among a diverse set of factors for evaluating compensation decisions with respect to the Named Executive Officers.

In 2023, the Compensation Committee referenced the peer group compensation data when making pay decisions, alongside a number of other considerations including individual experience and performance, each executive's impact and criticality, internal pay equity considerations, as well as Company performance.

Role of Stockholder Say-on-PayVotes

Sabra currently provides its stockholders with the opportunity to cast an annual non-binding,advisory vote on the compensation of our Named Executive Officers, which we refer to as a say-on-payproposal. At our 2023 Annual Meeting of Stockholders, 94.9% of the votes cast supported our say-on-payproposal. The results at our 2023 Annual Meeting were consistent with the results in prior years following our becoming a separate publicly traded REIT, where stockholders supported our say-on-payproposal by between 93.1% and 98.9% of the votes cast. The Compensation Committee believes this high degree of stockholder support for our 2023 say-on-payproposal, combined with similarly high degrees of support for our say-on-payproposals in prior years, affirms stockholders' support of our executive compensation program.

The Compensation Committee will continue to consider the outcome of stockholders' votes on our say-on-payproposals when making future compensation decisions for the Named Executive Officers.

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Sabra 2024 Proxy Statement

Material Elements of Compensation

Base Salaries

We pay each Named Executive Officer a base salary to provide each executive with a minimum, fixed level of cash compensation.

The Compensation Committee reviewed each executive's base salary at the end of 2022 to determine whether any increases for 2023 were warranted. The Compensation Committee determined not to make any increase to Mr. Matros' base salary for 2023, but approved an increase of 6.6% for Ms. Nevo-Hacohen and 13.3% for Mr. Costa for 2023.

The Compensation Committee also reviewed each executive's base salary at the end of 2023. The Compensation Committee determined not to make any increase to Mr. Matros' base salary for 2024, but approved an increase of 3.8% for Ms. Nevo-Hacohen and 14.7% for Mr. Costa for 2024.

Mr. Costa's base salary increases for 2023 and 2024 reflect market adjustments made to bring his base salary and target total direct compensation closer to the 50^th percentile of our peer group and to recognize Mr. Costa's growth since his appointment as our Chief Financial Officer in January 2022.

The base salary that was paid to each Named Executive Officer for the 2023 calendar year is reported in the "Summary Compensation Table-2021-2023" below.

2023 Annual Incentive Compensation Opportunity

Each Named Executive Officer was eligible to participate in our annual incentive bonus program for 2023.

In 2023, the target bonus opportunity under the bonus program was set at 150% of base salary for Mr. Matros and at 100% of base salary for each of Ms. Nevo-Hacohen and Mr. Costa, which was the same target bonus opportunity in effect for each executive during 2022. No Named Executive Officer received a target bonus increase as a percentage of base salary for 2023.

Each Named Executive Officer was eligible to earn a maximum bonus equal to 200% of the executive's target bonus amount. The bonus payable for achieving the threshold performance level was set at 0% of the executive's target bonus amount.

The following chart shows the amount of each Named Executive Officer's target and maximum bonus opportunities.

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Sabra 2024 Proxy Statement

Awards under the 2023 bonus program were earned based on our adjusted normalized FFO performance per share for 2023 relative to pre-establishedobjective targets for 2023.

The target level of adjusted normalized FFO per share was set at $1.3290. The 2023 FFO per share target was lower than our 2022 achieved adjusted normalized FFO per share of $1.5363. This lower target was established by the Compensation Committee to take into account our current strategy to enhance the quality of our portfolio and strengthen our balance sheet through calculated dispositions. As noted above, while this strategy has resulted in lower FFO per share than in prior years, we were able to achieve TSR performance that exceeded more than two thirds of the companies comprising our TSR peer group over the past three years by executing on this strategy.

Achievement of adjusted normalized FFO per share of $1.3689 or greater was required in order for each Named Executive Officer to earn his or her maximum bonus opportunity, while achievement of adjusted normalized FFO per share of greater than $0.9968 was required in order for each Named Executive Officer to earn any bonus opportunity.

The Compensation Committee chose an FFO-basedperformance metric for two primary reasons. First, an FFO-basedmetric rewards executives for driving growth in annual FFO performance, which the Compensation Committee believes benefits stockholders in the form of increased stockholder returns. Second, the Compensation Committee believes that FFO is a common performance metric used by investors to evaluate the performance of REITs, and the Compensation Committee wanted the Named Executive Officers to be focused on the same performance metric as our investors.

We believe measuring our FFO performance against per share targets will motivate our executives to achieve not just absolute FFO growth, but growth on an FFO per share basis as well that takes into account the impact of capital raising transactions on our stockholders.

For purposes of our 2023 bonus program, we define adjusted normalized FFO per share to mean (A) our FFO for 2023, as prescribed by the National Association of Real Estate Investment Trusts ("Nareit") as in effect on the first day of the applicable period, adjusted to eliminate the impact of (1) non-recurringitems, including without limitation the write-offof deferred financing fees, contingent consideration adjustments, transitional expenses related to any completed merger involving Sabra, non-seniorhousing managed facility operating expenses, loss or gain associated with foreign currency transactions, and other similar items as determined by the Compensation Committee, (2) non-cashcompensation expense, (3) cash bonuses payable to our officers and employees, (4) transaction costs and normalizing adjustments in connection with investment activity and capital markets activity, (5) any change in accounting policies or practices, (6) any gain or loss related to lease or rental income restructurings and changes in lease classifications, including write offs of above/below market rent (ABMR) intangibles and straight-line rent receivables, to the extent included in FFO as defined by Nareit, (7) loan, preferred equity, direct financing lease, sales-type lease, and unconsolidated joint venture investment impairments or loss reserves, and (8) deferred income tax expense, divided by (B) the weighted average number of shares of common stock and common stock equivalents outstanding, calculated on the same basis as used for reporting Adjusted Funds from Operations Attributable to Common Stockholders as publicly reported by us in our press release for the calendar year immediately preceding the start of the performance period.

Sabra achieved adjusted normalized FFO per share of $1.3772 in 2023, which resulted in each Named Executive Officer receiving a bonus payout equal to the maximum 200% of his or her target bonus opportunity.

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Sabra 2024 Proxy Statement

Long-Term Incentives

Structure and Timing of 2023 Equity Awards.

Structure of 2023 Equity Awards. A key feature of our executive compensation program is our long-term equity award program. In 2023, 65% of the Named Executive Officers' annual equity awards are subject to performance-vesting conditions over a three-year performance period, and 35% are in stock units that become vested based on continued employment over four years ("Time-Based Units"). All awards are payable in shares of our common stock that may increase or decrease in value during the vesting period.

TSR Units comprise approximately 70% of the grant date value of the performance-based annual equity awards, with FFO Units making up the remaining approximately 30% of the performance-based annual equity awards. The Compensation Committee weights the TSR Units higher because it believes that they are an effective vehicle to motivate our Named Executive Officers to create long-term stockholder value, requiring our executives to successfully execute our strategic vision and grow stockholder value at a greater rate than our TSR comparison peer companies listed below.

The table below summarizes the 2023 equity award grants (with FFO Units and TSR Units shown at the target levels and the grant date value based on the amount approved by the Compensation Committee):

Mandatory Deferral and Holding Period after Vesting. We have a deferral feature for the Named Executive Officers' Time-Based Units, FFO Units and TSR Units, which requires that vested awards be held and will not become payable until the fifth calendar year following the grant date. We also have a holding period requirement for Time-Based Units, FFO Units and TSR Units granted to the Named Executive Officers. For any Time-Based Units, FFO Units or TSR Units that vest, executives are required to wait a minimum of one year after the vesting date before receiving payment of the underlying vested shares. The only exceptions to the one-yearholding requirement are if the executive dies or suffers a disability, or if there is a change in control. Similarly, the only exceptions to the deferral requirement are if the executive dies, suffers a disability or otherwise has a termination of employment, or if there is a change in control after the awards vest. The Compensation Committee believes the one-yearholding requirement coupled with the deferral requirement further reinforces the long-term nature of the awards and serves to further align the executives' interests with those of our long-term stockholders. All long-term equity awards granted to the Named Executive Officers during 2023 are subject to the same mandatory five-year deferral requirement and one-yearpost-vesting holding period.

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Sabra 2024 Proxy Statement

Timing of 2023 Equity Awards. The Compensation Committee determined the total grant date dollar value of each Named Executive Officer's 2023 equity awards in December 2023, which is our normal grant timing. We convert the total grant date dollar value of each executive's equity award into a number of Time-Based Units, FFO Units and TSR Units using the same accounting value of each award that is used in our financial statements. We utilize this conversion approach so that the grant date award value of each type of award reported in our proxy statement (such as in the "Grants of Plan-Based Awards-2023" table below) is approximately equal to the grant date dollar value of the award that is approved by the Compensation Committee.

We believe that making annual equity awards in the fourth quarter of each calendar year allows us to consider our performance for the year when determining the level of equity awards to be granted for that year, as well as any feedback from stockholders on the say-on-payproposal for the year.

Time-Based Units: Time-Based Units are included as part of each executive's annual long-term equity award to provide an equity incentive linked to the value realized by our stockholders that becomes earned based on the executive's continued employment with us. Time-Based Units made up approximately 35% of the total grant date value of each Named Executive Officer's 2023 annual equity award. The Time-Based Units granted in 2023 vest in equal annual installments over four years, with installments vesting on December 31 in each of 2024, 2025, 2026 and 2027, with any vested units subject to the one-yearpost-vesting holding period requirement and deferral feature described above.

FFO Units: FFO Units are included as part of each executive's long-term equity award to motivate them to execute our multi-year operating plan and increase our long-term FFO performance, which we believe drives stockholder value creation. FFO Units made up approximately 30% of the performance-based annual equity awards and approximately 20% of the total grant date value of each Named Executive Officer's 2023 annual equity award.

FFO Units granted in 2023 are earned based on our adjusted normalized FFO performance per share for the calendar year 2026 relative to a pre-establishedobjective target for 2026 determined by the Compensation Committee. Adjusted normalized FFO per share is defined for these purposes as (A) our FFO for 2026, adjusted to eliminate the impact of (1) non-recurringitems, including without limitation the write-offof deferred financing fees, contingent consideration adjustments, transitional expenses related to any completed merger, non-seniorhousing managed facility operating expenses, loss or gain associated with foreign currency transactions, and other similar items as determined by the Compensation Committee, (2) non-cashcompensation expense, (3) cash bonuses payable to our officers and employees, (4) transaction costs and normalizing adjustments in connection with investment activity and capital markets activity, (5) any change in accounting policies or practices, (6) any gain or loss on lease or rental income restructurings and changes in lease classifications (including write offs of above/below market rent intangibles and straight-line rent receivables) to the extent included in FFO, (7) loan, preferred equity, direct financing lease, sales-type lease and unconsolidated joint venture investment impairments or loss reserves, and (8) deferred income tax expense, divided by (B) the weighted average number of shares of common stock and common stock equivalents outstanding.

We believe that the adjusted normalized FFO per share target for 2026 is reasonably attainable if we are able to execute our strategic objectives. The decision to use the third calendar year in the performance period as the performance measurement year is intended to give the executives a period of time to execute on Sabra's strategic objectives.

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Sabra 2024 Proxy Statement

Although our annual incentive awards also become earned based on an FFO-basedperformance metric, the FFO Units granted in any year will have different adjusted normalized FFO goals than those established under the annual bonus program. They are different incentive goals and require different performance to achieve them. The FFO Units become payable based on our performance for the third calendar year following the grant date, while the annual incentive awards become payable based on our performance for the year in which the awards are granted. For example, the FFO Units granted in 2023 become payable based on performance for 2026, and the annual incentive awards granted under the bonus program for 2023 became payable based on performance for 2023. As a result, we believe that the FFO Units incentivize long-term performance while annual incentive awards incentivize annual performance, and executives are not rewarded twice for achieving the same FFO results because the FFO Units have a three-year FFO goal and the bonus program has a one-yearFFO goal.

Between 0% and 200% of each executive's target number of FFO Units are eligible to be earned based on FFO per share performance in 2026. Threshold performance of 90.96% of the targeted performance level is required for any FFO units to be earned and vest, while 200% of target FFO Units will be earned and vest if we achieve 109.04% or more of the targeted performance level (the maximum level). Performance up to the targeted performance level will result in between 0% and 100% of each executive's target number of FFO Units becoming vested, with linear interpolation between threshold and target. Performance between the targeted performance level and the maximum level will result in between 100% and 200% of the target number of FFO Units becoming vested, with linear interpolation between target and maximum.

The vesting schedule for the FFO Units can be illustrated graphically as follows:

Any FFO Units that become eligible to vest based on our FFO performance are also subject to a vesting condition based on the executive's continued employment through the last day of the applicable performance period, with any vested units subject to the one-yearpost-vesting holding period requirement and deferral feature described above.

TSR Units: The Compensation Committee believes the TSR Units are an effective vehicle to motivate our Named Executive Officers to create long-term stockholder value, while requiring our executives to successfully execute our strategic vision and grow stockholder value. TSR Units made up approximately 70% of the performance-based annual equity awards and approximately 45% of the total grant date dollar value of each Named Executive Officer's 2023 annual equity award.

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Sabra 2024 Proxy Statement

The TSR Units granted in 2023 become vested based on our relative total stockholder return over a three-year performance period consisting of calendar years 2024-2026 measured against the following publicly traded REITs:

This group of TSR comparison companies includes all publicly traded U.S. based industrial, office and healthcare REITs with market capitalization values above $100,000,000 as of November 30, 2023, as well as certain of those companies included in our 2023 peer group used for compensation comparison purposes (55 companies in total). Although all of the compensation peers are included in the TSR comparison peer group, the TSR comparison peer group is a different, broader set of companies. The companies in our 2023 compensation peer group (18 companies) were selected based on their similarity to Sabra, taking into account their respective businesses, revenues, FFO, total assets, market capitalization, enterprise value and the talent pool for which they compete. The Compensation Committee believes that the selection criteria for relative TSR performance comparison can be different than for compensation comparison because REIT sectors are affected by similar economic forces (with REIT size playing a relatively small role in stockholder return), while compensation amounts correlate with each of the REIT sector, Sabra's size and the talent pool for which Sabra is competing.

Each executive's target number of TSR Units granted in 2023 are earned and vest for achieving a TSR percentile ranking at the 55^th percentile relative to the applicable TSR peer companies. If our TSR percentile ranking relative to the applicable TSR peer companies is less than the 25^th percentile (the threshold level), the TSR Units are forfeited, while if we achieve a TSR ranking at or above the 80^th percentile relative to the applicable TSR peer companies (the maximum level), 200% of each executive's target number of TSR Units will become vested. Between 0% and 200% of the target number of TSR Units can be earned based on the schedule below, with linear interpolation between points.

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Sabra 2024 Proxy Statement

The vesting schedule for the TSR Units can be illustrated graphically as follows:

If our TSR is negative over the performance period, the number of TSR Units eligible to become vested is capped at 100% of target to recognize that in such event, while our TSR may have exceeded that of our peers, our stockholders would not have realized a positive TSR on an absolute basis for this period.

Like the FFO Units, any TSR Units becoming eligible to vest based on our relative TSR performance are also subject to a vesting condition based on the executive's continued employment through the last day of the applicable performance period, with any vested units subject to the one-yearpost-vesting holding period requirement and deferral feature described above.

Dividend Equivalents: Time-Based Units, FFO Units and TSR Units granted under our long-term equity award program entitle the executive to receive an additional credit of stock units having a value equal to the amount of the ordinary cash dividends paid on the shares of common stock underlying the award (i.e., dividend equivalents are reinvested in additional units). Any additional stock units credited as a dividend equivalent payment will not be paid unless they vest and are subject to the same vesting requirements as the stock unit awards to which they relate (including the applicable performance conditions).

Clawback: Time-Based Units, FFO Units and TSR Units granted under our long-term equity award program are each subject to the terms of our clawback policy described below.

Payouts of Previously Granted Performance-Based Awards. The performance period applicable to certain previously granted awards of TSR Units and FFO Units ended on December 31, 2023.

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Sabra 2024 Proxy Statement

2021-2023 TSR Units. For the 2021-2023 TSR Unit performance period, we achieved a total stockholder return ranking equal to the 67.21^st percentile, a performance that exceeded the target performance level but that was less than the maximum performance level. As a result of our three-year relative total stockholder return over this period, our Named Executive Officers earned a payout equal to 148.84% of the target number of TSR Units granted.

2021-2023 FFO Units. For the 2021-2023 FFO Unit performance period, the target adjusted normalized FFO per share amount was set at $1.8727 per share for the 2023 calendar year. Adjusted normalized FFO per share is defined for these purposes substantially the same as described above in the discussion of our 2023 FFO Units. We achieved adjusted normalized FFO per share of approximately $1.3772 per share. This was below the threshold amount for the 2021-2023 FFO Unit awards that were granted in 2020, and thus the FFO Units were forfeited in full.

The grant-date fair value of the Time-Based Units, FFO Units and TSR Units granted to the Named Executive Officers in 2023 as determined under the accounting principles used in our financial reporting are reported in the "Summary Compensation Table-2021-2023" and the "Grants of Plan-Based Awards-2023" tables below.

Severance Benefits

We believe that severance protections, particularly in the context of the uncertainty surrounding any potential change in control transaction, play a valuable role in attracting and retaining quality executive officers. We provide severance protections to each of the Named Executive Officers under their employment agreements.

As described in more detail below under the heading "Potential Payments Upon Termination or Change in Control," each of the Named Executive Officers would be entitled to severance benefits in the event of a termination of employment by us without "good cause" or by the executive for "good reason" (as those terms are defined in each executive's employment agreement). The severance benefits for Mr. Matros are based on a 2.25x multiple, while the severance benefits for Mr. Costa and Ms. Nevo-Hacohen are based on a 1.5x multiple. We do not believe that the Named Executive Officers should be entitled to receive their cash severance benefits merely because a change in control transaction occurs, and a change in control does not, in and of itself, entitle any Named Executive Officer to receive severance benefits (i.e., these severance benefits are "double-trigger" benefits). The amount of severance benefits for Mr. Costa and Ms. Nevo-Hacohen will increase and be based on a 2x multiple in connection with a qualifying termination in connection with or following a change in control. The severance benefit multiple for Mr. Matros will not increase for a qualifying termination in connection with or following a change in control.

No Named Executive Officer is entitled to receive a "gross-up"or similar payment for any excise taxes that may become payable in connection with a change in control pursuant to Sections 280G and 4999 of the Internal Revenue Code of 1986, as amended (the "Code"), and, depending on what results in the best after-taxbenefit for the executive, benefits may be "cut back" instead in such circumstances.

The terms of Time-Based Units, FFO Units and TSR Units each provide for accelerated vesting in connection with certain terminations of the Named Executive Officers' employment with us, including a termination due to death, disability or a termination by us without good cause or by the executive for good reason but in general only if such termination occurs in connection with or following a change in control. Please see the "Potential Payments Upon Termination or Change in Control" section below for a discussion of the termination of employment-based vesting provisions of these equity awards.

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Sabra 2024 Proxy Statement

Stock Ownership Policy Applicable to Executive Officers

We believe that in order to align the interests of our executive officers with those of our stockholders, executive officers should have direct ownership of shares of our common stock. Accordingly, our Board of Directors has adopted a Stock Ownership Policy. Our Stock Ownership Policy requires our Chief Executive Officer to own shares of our common stock having a value equal to at least ten times his annual base salary and each of our other executive officers to own shares of our common stock having a value equal to at least five times the executive's annual base salary. Shares subject to stock options and unvested stock unit awards are not considered owned by the executive for purposes of the policy. The executive officers are required to be in compliance with the required ownership level within four years from the date such person is first appointed as an executive officer and are required to retain 50% of the net after-taxshares received in respect of equity awards until they are in compliance. Each of the Named Executive Officers is currently in compliance with the required ownership levels, except for Mr. Costa, who has until January 1, 2027 and January 1, 2028 to comply with enhanced minimum stock ownership levels as a result of his salary increases for 2023 and 2024, respectively.

Clawback Policy

Our Board of Directors has adopted an amended compensation recoupment policy in 2023. Our compensation recoupment policy applies to incentive compensation paid to our executive officers, including our Named Executive Officers. The policy provides that if we are required to prepare an accounting restatement due to our material non-compliancewith any financial reporting requirement, our Compensation Committee shall require the Named Executive Officers to forfeit all or part of any applicable incentive compensation received by the Named Executive Officers during the covered period. For purposes of this policy, incentive compensation means any compensation that is earned, granted, or vested based wholly or in part upon the attainment of a financial reporting measure. Our new compensation recoupment policy complies with the requirements of the new SEC and Nasdaq clawback rules.

Policy with Respect to Section 162(m)

Section 162(m) of the Code generally prohibits a publicly-held company from deducting compensation paid to a current or former Named Executive Officer that exceeds $1.0 million during the tax year. Certain awards granted before November 2, 2017 that were based upon attaining pre-establishedperformance measures that were set by the Compensation Committee under a plan approved by our stockholders, as well as amounts payable to former executives pursuant to a written binding contract that was in effect on November 2, 2017, may qualify for an exception to the $1.0 million deductibility limit.

As one of the factors in its consideration of compensation matters, the Compensation Committee notes this deductibility limitation. However, the Compensation Committee has the flexibility to take any compensation-related actions that it determines are in the best interests of Sabra and our stockholders, including awarding compensation that may not be deductible for tax purposes. Because we are taxed as a REIT, Section 162(m) considerations are not as significant for us as for other publicly-traded companies that are not taxed as REITs. There can be no assurance that any compensation will in fact be deductible as a result of the limitations under Section 162(m).

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Sabra 2024 Proxy Statement

Compensation Committee Report

The Compensation Committee of the Board of Directors of Sabra Health Care REIT, Inc., a Maryland corporation ("Sabra"), has reviewed and discussed with management the disclosures contained in the Compensation Discussion and Analysis section of this Proxy Statement. Based upon this review and discussion, the Compensation Committee recommended to the Board of Directors that the Compensation Discussion and Analysis section be included in this Proxy Statement.

Compensation Committee of the Board of Directors

Jeffrey A. Malehorn (Chair)

Craig A. Barbarosh

Katie Cusack

Lynne S. Katzmann

Clifton J. Porter

The foregoing report of the Compensation Committee does not constitute soliciting material and shall not be deemed filed, incorporated by reference into or a part of any other filing by Sabra (including any future filings) under the Securities Act of 1933, as amended (the "Securities Act"), or the Exchange Act, except to the extent Sabra specifically incorporates such report by reference therein.

Compensation Committee Interlocks and Insider Participation

Messrs. Malehorn, Barbarosh and Porter and Mses. Cusack and Katzmann each served as members of the Compensation Committee during 2023. No member of the Compensation Committee during 2023 is a past or present officer or employee of Sabra or had any relationship with us requiring disclosure under SEC rules requiring disclosure of certain transactions with related persons. In addition, none of our executive officers served as a director or a member of a compensation committee (or other committee serving an equivalent function) of any other entity, the executive officer of which served as a director or member of the Compensation Committee during 2023.

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Sabra 2024 Proxy Statement

Summary Compensation Table-2021-2023

The following table provides information on the compensation of the Named Executive Officers for 2023, 2022, and 2021. Because only three individuals served as our executive officers during 2023, we have only our three Named Executive Officers for 2023.

The aggregate grant date fair value of these awards was computed in accordance with FASB ASC Topic 718, and excludes the effects of estimated forfeitures. The reported award values have been determined using the assumptions described in Note 12 to the Consolidated Financial Statements included in Sabra's 2023 Annual Report. The FFO Units are valued based on the probable outcome of the applicable performance conditions as determined on the grant date, which results in a grant date fair value for the FFO Units as follows: Mr. Matros ($900,238); Ms. Nevo-Hacohen ($320,087); and Mr. Costa ($280,076). If we achieve the highest level of performance under the FFO Units, the grant date fair value for the FFO Units would increase to the following amounts: Mr. Matros ($1,800,476); Ms. Nevo-Hacohen ($640,174); and Mr. Costa ($560,152).

Please see "-Compensation Discussion and Analysis-Material Elements of Compensation" above for a discussion of the components of our 2023 equity awards and how these awards were determined.

Description of Employment Agreements-Salary and Incentive Bonus Payments

At the end of 2019, we entered into new employment agreements with each of Mr. Matros and Ms. Nevo-Hacohen, and in January 2022 we entered into a new employment agreement with Mr. Costa. Each executive's agreement has an initial three-year term. The initial term is extended for a new three-year term on each anniversary of the effective date, unless either party provides 60 days' notice prior to the applicable anniversary of the effective date, in which case the agreement will

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Sabra 2024 Proxy Statement

terminate on the anniversary of the effective date occurring in the second year following the year in which such notice was provided. Each agreement is also subject to earlier termination in connection with an executive's termination of employment.

Each executive's employment agreement provides for an initial annual base salary to the executive that is subject to annual merit increases. Each executive's agreement entitles the executive to an annual incentive bonus pursuant to the terms of our executive bonus plan, which for 2023 was our 2023 bonus program described above in "-Compensation Discussion and Analysis-Material Elements of Compensation-2023 Annual Incentive Compensation." Each executive's agreement also provides that the executive is entitled to participate in our usual benefit programs for our senior executives, to accrue paid time off in accordance with our policy for senior executives and to be reimbursed for the executive's business expenses.

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Sabra 2024 Proxy Statement

Grants of Plan-Based Awards-2023

The following table sets forth certain information concerning the cash bonus opportunities, Time-Based Units, FFO Units and TSR Units that were granted to the Named Executive Officers during 2023. All of these awards were granted under our 2009 Performance Incentive Plan.

Description of Annual Incentive Compensation Opportunity

During 2023, we granted each Named Executive Officer an annual incentive bonus opportunity. Our annual incentive bonus plan is described in more detail above in "-Compensation Discussion and Analysis-Material Elements of Compensation-2023 Annual Incentive Compensation Opportunity."

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Sabra 2024 Proxy Statement

Description of Equity Awards

During 2023, we granted each Named Executive Officer annual equity awards in the form of Time-Based Units, FFO Units and TSR Units. Time-Based Units, FFO Units and TSR Units represents the contractual right to receive one share of common stock. All of these awards were granted under, and are subject to the terms of, our 2009 Performance Incentive Plan. Certain of the terms of these awards are briefly described above in "-Compensation Discussion and Analysis-Material Elements of Compensation-Long-Term Incentives" and "-Compensation Discussion and Analysis-Material Elements of Compensation-2023 Annual Incentive Compensation Opportunity."

Outstanding Equity Awards at End of 2023

The following table presents information regarding the outstanding equity awards held by each of our Named Executive Officers as of December 31, 2023, including the vesting dates for the portions of these awards that had not vested as of that date. As described under "-Compensation Discussion and Analysis" above, these awards are also generally subject to a mandatory five-year deferral and one-yearpost-vesting holding period. For outstanding stock units that are entitled to receive dividend equivalents that are reinvested in an additional number of units that are subject to the same vesting requirements (including the applicable performance conditions) as the underlying units, the amounts reported include the additional units credited in respect of dividend equivalents as of December 31, 2023.

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Sabra 2024 Proxy Statement

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Sabra 2024 Proxy Statement

Stock Vested-2023

The following table provides information concerning shares of our common stock acquired by the Named Executive Officers upon the vesting of stock awards during the 2023 calendar year.

Nonqualified Deferred Compensation Table-2023

The following table provides information concerning stock units granted to the Named Executive Officers that are vested but have not yet converted to shares of common stock in accordance with the terms of the award. The stock units included in the following table remain subject to the mandatory five-year deferral, as described under "-Compensation Discussion and Analysis" above.

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Sabra 2024 Proxy Statement

Potential Payments Upon Termination or Change in Control

The following section describes the benefits that may become payable to the Named Executive Officers in connection with a termination of their employment with us and/or a change in control of Sabra.

The benefits described in this section are generally provided under the Named Executive Officers' employment agreements or under the terms governing outstanding equity-based awards. For each Named Executive Officer, payment of the severance benefits provided for under his or her employment agreement is conditioned upon the executive's execution and delivery of (and not revoking) a general release in favor of us. All benefits described below would be provided by us. Please see "-Compensation Discussion and Analysis" above for a discussion of how the level of these benefits was determined.

Severance Benefits-Employment Agreements.In the event that a Named Executive Officer's employment is terminated by us without "good cause" or by the executive for "good reason" (as those terms are defined in each executive's employment agreement), each executive will be entitled to receive the following benefits under his or her employment agreement:

Under the employment agreements, if a Named Executive Officer's employment is terminated by us without good cause or by the executive for good reason on or within two years following a change in control of Sabra (including a termination by us without good cause that occurs up to six months prior to

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Sabra 2024 Proxy Statement

a change in control at the request of the party seeking to effect the change in control), each executive will be entitled to receive the following benefits under his or her employment agreement in lieu ofthe benefits described above:

However, the benefits described above may be limited-if any payments under an executive's employment agreement or otherwise trigger the excise tax imposed by Section 4999 of the Code, payments to the executive will be reduced as provided in the agreement to a level that does not trigger the excise tax if the total after tax-benefitof such reduction exceeds the total after tax-benefitif such reduction is not made.

If a Named Executive Officer's employment terminates due to his or her death or disability, the executive will be paid any accrued and unpaid bonus for any prior fiscal year, and a prorated bonus payment for the year in which the termination occurs.

Restrictive Covenants. The employment agreements with the Named Executive Officers include each executive's agreement that he or she will not disclose any of our confidential information at any time during or after employment. In addition, each executive has agreed that, for a period of 18 months following a termination of employment for Mr. Matros and for a period of one year following a termination of employment for each of Ms. Nevo-Hacohen and Mr. Costa, he or she will not solicit our employees or customers or materially interfere with any of our business relationships. Each agreement also includes mutual non-disparagementcovenants by the Named Executive Officer and us. If a Named Executive Officer breaches any of these restrictive covenants, we may generally cease further payment of the executive's severance benefits and recover any severance benefits that were paid to the executive before the breach.

Accelerated Vesting - Equity Awards. Outstanding equity awards granted to the Named Executive Officers under our 2009 Performance Incentive Plan will be subject to accelerated vesting in connection with certain types of terminations of employment, as described below:

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Sabra 2024 Proxy Statement

The following table provides information concerning the potential termination or change in control payments that would be made to each Named Executive Officer under the circumstances described above. As prescribed by the SEC's disclosure rules, in calculating the amount of any potential payments to the Named Executive Officers, we have assumed that the applicable triggering event (i.e., termination of employment and/or change in control) occurred on December 31, 2023. In the following table, we use the term "involuntary termination" to refer to a termination by us without good cause or by the executive for good reason.

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Sabra 2024 Proxy Statement

Pay Ratio Disclosure

Pursuant to the Exchange Act, we are required to disclose in this Proxy Statement the ratio of the annual total compensation of our Chief Executive Officer to the median of the annual total compensation of all of our employees (excluding our Chief Executive Officer). Based on SEC rules for this disclosure and applying the methodology described below, we have determined that our Chief Executive Officer's total compensation for 2023 was $8,219,499, and the median of the total 2023 compensation of all of our employees (excluding our Chief Executive Officer) was $300,359. Accordingly, we estimate the ratio of our Chief Executive Officer's total compensation for 2023 to the median of the total 2023 compensation of all of our employees (excluding our Chief Executive Officer) to be 27.4 to 1.

We identified the median employee by taking into account the total gross wages as reported on Form W-2paid in 2023 to all individuals, excluding our Chief Executive Officer, who were employed by us on December 31, 2023. We included all employees, whether employed on a full-time, part-time, or seasonal basis. We did not make any assumptions, adjustments or estimates with respect to their total gross wages for 2023, although we did annualize the compensation for any permanent employees who were not employed by us for all of 2023. We believe total gross wages for all employees is an appropriate measure.

Once the median employee was identified as described above, that employee's annual total compensation for 2023 was determined using the same rules that apply to reporting the compensation of our Named Executive Officers (including our Chief Executive Officer) in the "Total" column of the "Summary Compensation Table-2021-2023" above. The total compensation amounts included in the first paragraph of this pay ratio disclosure were determined based on that methodology.

We believe that the pay ratio disclosure presented above is a reasonable estimate. Because the SEC rules for identifying the median employee and calculating the pay ratio allow companies to use different methodologies, exemptions, estimates and assumptions, the pay ratio disclosure may not be comparable to the pay ratio reported by other REITs or other public companies.

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