Omega Healthcare (NYSE: OHI) corrects insider OP Unit redemption details

Q: Why did Omega Healthcare Investors (OHI) amend this Form 4?

The amendment corrects a typographical error in a prior footnote that had misstated the average trading price used for the redemption. The company states the actual redemption price and the short-swing profit paid to the company were correctly based on $44.25 per share .

Filing Impact

(Neutral)

Filing Sentiment

(Neutral)

Form Type

4/A

Rhea-AI Filing Summary

Omega Healthcare Investors filed an amended insider trading report for its Chief Executive Officer and director. The filing restates details of a prior transaction in which the executive redeemed 200,000 OP Units in OHI Healthcare Properties Limited Partnership, each tied economically to one share of Omega Healthcare common stock. Each OP Unit was redeemed for cash based on the average closing price over ten trading days, confirmed here as $44.25 per share.

The amendment also notes that 20,000 underlying shares from this redemption were matchable with a purchase of 20,000 Omega Healthcare shares on November 5, 2025 under Section 16(b), and the executive has paid $22,144 to the company as short-swing profit. The company explains this amendment corrects a typographical error in the previously reported average price, while the actual redemption price and profit repayment figures remain the same.

Insider Trade Summary

1 transaction reported

Mixed 1 txn

Insider PICKETT C TAYLOR

Role CHIEF EXECUTIVE OFFICER

Sold 200,000 shs ($0.00)

Type	Security	Shares	Price	Value
Sale	OP Units	200,000	$0.00	$0.00

Holdings After Transaction: OP Units — 934,750 shares (Direct)

Footnotes (3)

F1. The reporting person redeemed 200,000 units of limited partnership interest (each, an "OP Unit") in OHI Healthcare Properties Limited Partnership, of which Omega Healthcare Investors, Inc. (the "Company") is the general partner. Each OP Unit was redeemed for an amount of cash equal to the average of the daily closing price of the Company's common stock on the New York Stock Exchange for the 10 consecutive trading days immediately preceding the Company's receipt of the notice of redemption, or $44.25.
F2. The reporting person's redemption of OP Units herein was matchable under Section 16(b) of the Securities Exchange Act of 1934, to the extent of 20,000 underlying shares, with the reporting person's purchase of 20,000 shares of the Company's common stock on November 5, 2025. The reporting person has paid $22,144.00 to the Company, representing the full amount of profit realized in connection with the short-swing transaction.
F3. Each OP Unit is redeemable at the election of the holder for cash equal to the then fair market value of one (1) share of Issuer common stock, or at the Issuer's election, one (1) share of Issuer common stock, subject to continued employment and accelerated vesting under certain circumstances. The OP Units have no expiration date.

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Form 4 Insider Transactions: What Each Field Means →

Accepted by SEC EDGAR 01/12/2026 - 04:15 PM

FAQ

What insider transaction did Omega Healthcare Investors (OHI) report in this amended filing?

The amended filing reports that the Chief Executive Officer and director redeemed 200,000 units of limited partnership interest (OP Units) in OHI Healthcare Properties Limited Partnership, which is controlled by Omega Healthcare Investors.

At what price were the 200,000 OP Units tied to Omega Healthcare (OHI) shares redeemed?

Each OP Unit was redeemed for cash equal to the average of the daily closing price of Omega Healthcare’s common stock over ten consecutive trading days, confirmed as $44.25 per share.

Why did Omega Healthcare Investors (OHI) amend this Form 4?

The amendment corrects a typographical error in a prior footnote that had misstated the average trading price used for the redemption. The company states the actual redemption price and the short-swing profit paid to the company were correctly based on $44.25 per share.

How much short-swing profit was repaid to Omega Healthcare Investors (OHI) under Section 16(b)?

The filing states that the reporting person’s redemption of OP Units was matchable to the extent of 20,000 underlying shares with a prior purchase, and that the reporting person has paid $22,144.00 to Omega Healthcare Investors as the full short-swing profit.

What are OP Units as described in the Omega Healthcare Investors (OHI) filing?

According to the filing, each OP Unit is redeemable at the holder’s election for cash equal to the then fair market value of one share of Omega Healthcare common stock, or, at the company’s election, for one share of common stock, subject to continued employment and potential accelerated vesting. The OP Units have no expiration date.

How many derivative securities does the Omega Healthcare (OHI) insider hold after the reported transaction?

Following the reported OP Unit redemption, the filing shows the reporting person beneficially owns 934,750 derivative securities, held directly.

SEC Form 4

FORM 4

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940

OMB APPROVAL

OMB Number:			3235-0287
Estimated average burden
hours per response:			0.5

Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

Check this box to indicate that a transaction was made pursuant to a contract, instruction or written plan for the purchase or sale of equity securities of the issuer that is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c). See Instruction 10.

1. Name and Address of Reporting Person^*

PICKETT C TAYLOR

(Last)

(First)

(Middle)

303 INTERNATIONAL CIRCLE

SUITE 200

(Street)

HUNT VALLEY

21030

(City)

(State)

(Zip)

2. Issuer Name and Ticker or Trading Symbol
OMEGA HEALTHCARE INVESTORS INC [ OHI ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

X	Director	10% Owner
X	Officer (give title below)	Other (specify below)
	CHIEF EXECUTIVE OFFICER

3. Date of Earliest Transaction (Month/Day/Year)
12/30/2025

4. If Amendment, Date of Original Filed (Month/Day/Year)
01/02/2026

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	3. Transaction Code (Instr. 8)		4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5)			5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)	6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	4. Transaction Code (Instr. 8)		5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)		6. Date Exercisable and Expiration Date (Month/Day/Year)		7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4)		8. Price of Derivative Security (Instr. 5)	9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)	10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	8. Price of Derivative Security (Instr. 5)		10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
OP Units	⁽¹⁾	12/30/2025		S⁽¹⁾⁽²⁾			200,000	⁽³⁾	⁽³⁾	Common Stock	200,000	$0	934,750	D

Explanation of Responses:

1. The reporting person redeemed 200,000 units of limited partnership interest (each, an "OP Unit") in OHI Healthcare Properties Limited Partnership, of which Omega Healthcare Investors, Inc. (the "Company") is the general partner. Each OP Unit was redeemed for an amount of cash equal to the average of the daily closing price of the Company's common stock on the New York Stock Exchange for the 10 consecutive trading days immediately preceding the Company's receipt of the notice of redemption, or $44.25.

2. The reporting person's redemption of OP Units herein was matchable under Section 16(b) of the Securities Exchange Act of 1934, to the extent of 20,000 underlying shares, with the reporting person's purchase of 20,000 shares of the Company's common stock on November 5, 2025. The reporting person has paid $22,144.00 to the Company, representing the full amount of profit realized in connection with the short-swing transaction.

3. Each OP Unit is redeemable at the election of the holder for cash equal to the then fair market value of one (1) share of Issuer common stock, or at the Issuer's election, one (1) share of Issuer common stock, subject to continued employment and accelerated vesting under certain circumstances. The OP Units have no expiration date.

Remarks:

Footnote 1 to the Form 4 filed by the reporting person on January 2, 2026 contained a typographical error incorrectly reporting the average of the daily closing price of the Company's common stock on the New York Stock Exchange for the 10 consecutive trading days immediately preceding the Company's receipt of the notice of redemption. The redemption price paid to the reporting person and the short-swing profit paid to the Company as of December 30, 2025 were based on the actual average trading price of $44.25 per share. The line item in Table II of this Amendment to Form 4 is repeated from the Original Form 4 only to gain access to the filing system. Other than the information added by this Amendment to Form 4, the Original Form 4, including footnotes, is unchanged.

	/s/ Meghan C. Lyons, Attorney-in-Fact	01/12/2026
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 4 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.

Source: View Original Filing on SEC EDGAR