Omega Healthcare SEC Filings

Omega Healthcare Investors, Inc. has amended the employment agreements of its named executive officers, extending their terms by one year to December 31, 2028 and updating annual salaries after a Compensation Committee review. The changes are most significant for President Matthew Gourmand and Chief Legal Officer and General Counsel Gail Makode.

Mr. Gourmand’s annual bonus opportunity was increased at all performance levels, with the high level rising to 200% of annual base salary, target to 125% and threshold to 75%. His severance in a termination without cause or with good reason was raised from two times to three times the sum of annual base salary and three-year average annual bonus, payable over three years, and his post-employment non-compete and non-solicit covenants were extended from two years to three years.

For Ms. Makode, severance in a termination without cause or with good reason was increased from one and a half times to two times the sum of annual base salary and three-year average annual bonus, payable over two years, and her post-employment non-compete and non-solicit covenants were lengthened from 18 months to two years.

Omega Healthcare Investors' chief financial officer reported an insider share transfer involving common stock of the company. On 12/31/2025, the officer made a gifted transfer of 31,426 shares of common stock at a stated price of $0, reflecting an estate planning move.

According to the filing, the transaction was a gift of shares to a revocable trust established for the benefit of the officer's spouse. Following this transaction, the officer beneficially owned 147,000 shares directly and 31,426 shares indirectly through the trust.

Omega Healthcare Investors chief accounting officer reported routine share activity involving company stock. On 01/01/2026, the officer acquired 173 shares of common stock at $35.89 through the company’s Employee Stock Purchase Plan, then disposed of 12 shares at $44.34 to cover tax withholding tied to that ESPP purchase. After these transactions, the officer directly beneficially owned 4,348 shares of common stock.

The filing also details vesting activity in performance-based and time-based Profits Interest Units (PIUs) in OHI Healthcare Properties Limited Partnership that convert into OP Units, and related redemptions of OP Units into common stock. On 12/31/2025, multiple tranches of PIUs vested into OP Units and OP Units were redeemed for an aggregate of 34,235 shares of common stock at a stated exercise price of $0, resulting in beneficial ownership of 127,839 shares of common stock after the reported derivative transactions.

Omega Healthcare Investors reported insider equity award activity for its President on a Form 4. On 12/31/2025, several tranches of Profits Interest Units (PIUs) in OHI Healthcare Properties Limited Partnership vested into OP Units, and OP Units were converted into common stock at an exercise price of $0 per unit. The derivative table shows vesting and conversions involving 11,627, 12,042 and 15,408 units or shares in multiple entries. The PIUs are performance- and time-based awards tied to Absolute and Relative Total Shareholder Return for the 2022–2024 period and a three-year time-based schedule, all subject to continued employment and potential accelerated vesting under certain circumstances.

Omega Healthcare Investors’ Chief Investment Officer reported several equity award transactions dated 12/31/2025. These involved Profits Interest Units (PIUs) in OHI Healthcare Properties Limited Partnership converting into OP Units, and OP Units converting into common stock at an exercise price of $0.

The filing shows 11,627, 12,042 and 15,408 PIUs vesting into OP Units based on performance and time-based criteria, and corresponding OP Units converting into the same numbers of shares of common stock. The PIUs and OP Units are subject to continued employment and, in some cases, performance based on absolute and relative total shareholder return for the 2022–2024 period, with potential accelerated vesting under certain circumstances.

Omega Healthcare Investors Inc. reported equity award activity for its Chief Legal Officer. On 12/31/2025, various Profits Interest Units (PIUs) in OHI Healthcare Properties Limited Partnership vested and converted into limited partnership units (OP Units), and certain OP Units were exchanged into common stock equivalents, all at a stated price of $0 per unit.

One transaction shows 11,627 PIUs converting into OP Units with 55,798 derivative securities then beneficially owned, with similar activity for blocks of 12,042 and 15,408 PIUs. OP Units can be redeemed for cash equal to the fair market value of one share of Omega Healthcare common stock, or, at the issuer’s election, one share of common stock. The PIUs are tied to performance over the 2022–2024 period and three-year time-based vesting, subject to continued employment and potential accelerated vesting in certain situations.

Omega Healthcare Investors’ chief financial officer reports equity award activity and a small stock disposition. On December 30, 2025, the CFO reported a disposition of 3,850 shares of common stock coded as a transaction type "G" at a stated price of $0, leaving 178,426 shares of common stock beneficially owned directly.

The filing also details the vesting and conversion of Profits Interest Units in OHI Healthcare Properties Limited Partnership into OP Units, and related movements between OP Units and common stock, all at a stated exercise or conversion price of $0. These interests are tied to performance-based and time-based vesting conditions, including measures such as Absolute and Relative Total Shareholder Return for the 2022–2024 period and ongoing employment requirements.

Omega Healthcare Investors insider reporting shows activity by its Chief Executive Officer and director involving operating partnership units and performance-based awards. On December 30, 2025, the reporting person redeemed 200,000 OP Units in OHI Healthcare Properties Limited Partnership, which are exchangeable for cash equal to the average closing price of Omega’s common stock over a 10-day period, noted here as $45.25 per share equivalent. The filing also details multiple awards of Profits Interest Units that can vest into OP Units and, in some cases, be settled in common stock, with several transactions reported at an exercise price of $0.

The report states that a portion of the OP Unit redemption, tied to 20,000 underlying shares, was matchable under Section 16(b) against a prior purchase on November 5, 2025, and the insider paid $22,144.00 to the company as the full profit on that short-swing transaction.

Cohen & Steers filed a Schedule 13G reporting a passive stake in Omega Healthcare Investors, Inc. (OHI). The filing discloses beneficial ownership of 17,466,234 shares of common stock, representing 5.92% of the class as of the event date 09/30/2025. Cohen & Steers reports sole voting power over 13,494,467 shares and sole dispositive power over 17,466,234 shares.

Subsidiary-level holdings include Cohen & Steers Capital Management, Inc. with 17,268,702 shares (5.85%), Cohen & Steers UK Ltd. with 179,357 shares (0.06%), and Cohen & Steers Ireland Ltd. with 18,175 shares (0.01%). The filer certifies the securities were acquired and are held in the ordinary course of business and not for the purpose of changing or influencing control.