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Omega Healthcare (NYSE: OHI) CLO awarded 11,407 PIU units in LP plan

Filing Impact
(Neutral)
Filing Sentiment
(Neutral)
Form Type
4

Rhea-AI Filing Summary

Omega Healthcare Investors’ chief legal officer, Gail D. Makode, reported an award of 11,407 Profits Interest Units (PIUs) in OHI Healthcare Properties Limited Partnership on 01/13/2026 at a price of $0 per unit. Following this grant, she beneficially owns 121,684 derivative securities tied to partnership units. Each PIU can convert into one OP Unit, and each OP Unit is redeemable at the holder’s election 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 award is subject to a three-year cliff vesting on 12/31/2028, requiring continued employment through that date, and the OP Units have no expiration date.

Positive

  • None.

Negative

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Insider Makode Gail D
Role CHIEF LEGAL OFFICER
Type Security Shares Price Value
Grant/Award Profits Interest Units 11,407 $0.00 $0.00
Holdings After Transaction: Profits Interest Units — 121,684 shares (Direct)
Footnotes (3)
  1. F1. Represents Profits Interest Units ("PIUs") in OHI Healthcare Properties Limited Partnership (the "Operating Partnership"), of which the Issuer is the general partner. Each PIU represents a contingent right to receive one (1) unit of limited partnership interest (an "OP Unit") in the Operating Partnership upon vesting and the satisfaction of certain tax-driven economic requirements. OP Units do not expire.
  2. F2. 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 adjustment as set forth in the partnership agreement. The OP Units have no expiration date.
  3. F3. Subject to three-year vesting cliff on 12/31/2028 and subject to continued employment on the vesting date with certain exceptions for qualifying termination of employment. OP Units do not expire.

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FAQ

How many Profits Interest Units were granted to the OHI officer and at what price?

The officer was granted 11,407 PIUs at a price of $0 per unit, as indicated by transaction code “A” for an acquisition of derivative securities.

What is the total number of derivative securities the OHI officer owns after this transaction?

After the reported award, the officer beneficially owns 121,684 derivative securities related to OP Units in the operating partnership.

When do the granted PIUs tied to Omega Healthcare vest?

The PIUs are subject to a three-year vesting cliff on 12/31/2028, requiring continued employment through the vesting date, with certain exceptions for qualifying termination of employment.

What can each OP Unit underlying the OHI PIUs be exchanged for?

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 issuer’s election, one share of common stock, with no expiration date.

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*
Makode Gail D
(Last) (First) (Middle)
303 INTERNATIONAL CIRCLE
SUITE 200
(Street)
HUNT VALLEY MD 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)
Director 10% Owner
X Officer (give title below) Other (specify below)
CHIEF LEGAL OFFICER
3. Date of Earliest Transaction (Month/Day/Year)
01/13/2026
4. If Amendment, Date of Original Filed (Month/Day/Year)
 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)
Code V Amount (A) or (D) Price
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)
Code V (A) (D) Date Exercisable Expiration Date Title Amount or Number of Shares
Profits Interest Units (1)(2) 01/13/2026 A 11,407 (3) (3) OP Units 11,407 $0 121,684 D
Explanation of Responses:
1. Represents Profits Interest Units ("PIUs") in OHI Healthcare Properties Limited Partnership (the "Operating Partnership"), of which the Issuer is the general partner. Each PIU represents a contingent right to receive one (1) unit of limited partnership interest (an "OP Unit") in the Operating Partnership upon vesting and the satisfaction of certain tax-driven economic requirements. OP Units do not expire.
2. 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 adjustment as set forth in the partnership agreement. The OP Units have no expiration date.
3. Subject to three-year vesting cliff on 12/31/2028 and subject to continued employment on the vesting date with certain exceptions for qualifying termination of employment. OP Units do not expire.
/s/ Meghan C. Lyons, Attorney-in-Fact 01/15/2026
** 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