Sabra Health Care REIT Inc美股招股说明书(2025-08-05版)

Sabra Health Care REIT, Inc. Common Stock This prospectus supplement relates to our issuance and sale of shares of our common stock, par value $0.01 per share, having an aggregateoffering price of up to $750,000,000 from time to time through any of Barclays Capital Inc., BMO Capital Markets Corp., BofA Securities, Inc.,Citigroup Global Markets Inc., Citizens JMP Securities, LLC, Credit Agricole Securities (USA) Inc., Fifth Third Securities, Inc., Huntington Securities,Inc., J.P. Morgan Securities LLC, KeyBanc Capital Markets Inc., Mizuho Securities USA LLC, Morgan Stanley& Co. LLC, Raymond James&Associates, Inc., RBC Capital Markets, LLC, Regions Securities LLC, Scotia Capital (USA) Inc., Truist Securities, Inc. and Wells Fargo Securities, LLC(each, a “Sales Agent” and collectively, the “Sales Agents”). Any sales will be made pursuant to the terms of the Equity Distribution Agreement (the“Distribution Agreement”) we have entered into with the Sales Agents and Forward Sellers (as defined below) or pursuant to a terms agreement orforward sale agreement related thereto. The Distribution Agreement provides that, in addition to the issuance and sale of the shares of our common stock by us through the Sales Agents,we may also enter into one or more forward sale agreements with one or more of Barclays Bank PLC, Bank of Montreal, Bank of America, N.A.,Citibank, N.A., Citizens JMP Securities, LLC, Crédit Agricole Corporate and Investment Bank, Huntington Securities, Inc., JPMorgan Chase Bank,National Association, KeyBanc Capital Markets Inc., Mizuho Markets Americas LLC, Morgan Stanley& Co. LLC, Raymond James& Associates, Inc.,Regions Securities LLC, Royal Bank of Canada, The Bank of Nova Scotia, Truist Bank and Wells Fargo Bank, National Association, or their respectiveaffiliates (in such capacity, each, a “Forward Purchaser” and collectively, the “Forward Purchasers”). In connection with any forward sale agreement, therelevant Forward Purchaser will, at our request, use commercially reasonable efforts, consistent with its normal trading and sales practices for similartransactions and applicable law and regulation, to borrow from third parties and, through the relevant Forward Seller, acting as sales agent for suchForward Purchaser, sell a number of shares of our common stock equal to the number of shares of our common stock underlying the particular forwardsale agreement. In no event will the aggregate number of shares of our common stock sold through the Sales Agents or Forward Sellers (or directly tothe Sales Agents, acting as principals) under the Distribution Agreement, under any terms agreement, and under any forward sale agreement have anaggregate gross sales price in excess of $750,000,000. References herein to “Forward Seller” means one of Barclays Capital Inc., BMO Capital MarketsCorp., BofA Securities, Inc., Citigroup Global Markets Inc., Citizens JMP Securities, LLC, Credit Agricole Securities (USA) Inc., HuntingtonSecurities, Inc., J.P.Morgan Securities LLC, KeyBanc Capital Markets Inc., Mizuho Securities USA LLC, Morgan Stanley & Co. LLC, Raymond James& Associates, Inc., RBC Capital Markets, LLC, Regions Securities LLC, Scotia Capital (USA) Inc., Truist Securities, Inc. or Wells Fargo Securities,LLC. Unless otherwise expressly stated or the context otherwise requires, references herein to the “applicable” or “relevant” Forward Purchaser mean,with respect to any Forward Seller, the affiliate of such entity that is acting as Forward Purchaser or, if applicable, such entity acting in its capacity asForward Purchaser. In connection with the entry into the Distribution Agreement, our“at-the-market”equity offering program pursuant to the equity distributionagreement we entered into as of February23, 2023 (as amended, the “Prior Distribution Agreement”) was terminated. As of its termination, shares ofour common stock having an aggregate offering price of $109.3million were not sold under the Prior Distribution Agreement. In addition, shares of ourcommon stock having an aggregate offering price of $266.5million are subject to forward sale agreements entered into pursuant to the Prior DistributionAgreement that will remain outstanding following its termination. Table of Contents Sales, if any, of shares of our common stock, as contemplated by this prospectus supplement and accompanying prospectus, made through theSales Agents, acting as our sales agents, or the Forward Sellers, acting as agents for the applicable Forward Purchaser, may be made by any methodpermitted by law deemed to be an“at-the-market”offering as defined in Rule 415 promulgated under the Securities Act of 1933, as amended (the“Securities Act”), including, without limitation, sales made directly on the Nasdaq Global Select Market (“Nasdaq”), on any other primary tradingmarket for our common stock or to or through a market maker (which may include block transactions). With our prior consent, sales of shares of ourcommon stock by the Sales