Omega Healthcare Investors (OHI) discloses PIU vesting and OP Units into stock

Q: What specific PIU and OP Unit amounts are mentioned in this OHI Form 4?

Examples include 11,627 , 12,042 , and 15,408 PIUs converting into OP Units, and related positions where the number of derivative securities beneficially owned following the transactions include figures such as 55,798 , 43,756 , and 28,348 OP Units, as well as 176,575 , 188,617 , and 204,025 common shares underlying OP Units.

Filing Impact

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Form Type

Rhea-AI Filing Summary

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.

Insider Trade Summary

78,154 shares exercised/converted

Exercise 6 txns

Insider Makode Gail D

Role CHIEF LEGAL OFFICER

Type	Security	Shares	Price	Value
Exercise	Profits Interest Units	11,627	$0.00	$0.00
Exercise	Profits Interest Units	12,042	$0.00	$0.00
Exercise	Profits Interest Units	15,408	$0.00	$0.00
Exercise	OP Units	11,627	$0.00	$0.00
Exercise	OP Units	12,042	$0.00	$0.00
Exercise	OP Units	15,408	$0.00	$0.00

Holdings After Transaction: Profits Interest Units — 28,348 shares (Direct); OP Units — 569,217 shares (Direct)

Footnotes (5)

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.
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 continued employment and accelerated vesting under certain circumstances.
F3. Represents 25% of the PIUs that vesting into OP Units at the end of each calendar quarter in 2025 based on the Absolute Total Shareholder Return for the 2022-2024 performance period, subject to continued employment and accelerated vesting under certain circumstances.
F4. Represents 25% of the PIUs that vesting into OP Units at the end of each calendar quarter in 2025 based on the Relative Total Shareholder Return for the 2022-2024 performance period, subject to continued employment and accelerated vesting under certain circumstances.
F5. Represents PIUs subject to three-year time-based vesting into OP Units that were granted in 2023, subject to continued employment and accelerated vesting under certain circumstances.

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Form 4 Insider Transactions: What Each Field Means →

Accepted by SEC EDGAR 01/02/2026 - 04:15 PM

FAQ

What insider transaction did Omega Healthcare Investors (OHI) report on this Form 4?

The filing reports that the Chief Legal Officer had Profits Interest Units (PIUs) in OHI Healthcare Properties Limited Partnership vest and convert into OP Units, and that certain OP Units were exchanged into common stock equivalents on 12/31/2025, all at a stated price of $0 per unit.

What are Profits Interest Units (PIUs) reported for OHI?

The PIUs are interests in OHI Healthcare Properties Limited Partnership that each represent a contingent right to receive one OP Unit upon vesting and satisfaction of certain tax-driven economic requirements. The filing notes that PIUs are subject to performance or time-based vesting and continued employment.

How do OP Units relate to Omega Healthcare Investors common stock?

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, for one share of Omega Healthcare common stock, subject to continued employment and potential accelerated vesting under certain circumstances.

What performance periods affect the vesting of OHI’s PIUs reported here?

The filing states that some PIUs vest into OP Units at the end of each calendar quarter in 2025 based on Absolute Total Shareholder Return and Relative Total Shareholder Return for the 2022–2024 performance period, subject to continued employment and possible accelerated vesting.

What specific PIU and OP Unit amounts are mentioned in this OHI Form 4?

Examples include 11,627, 12,042, and 15,408 PIUs converting into OP Units, and related positions where the number of derivative securities beneficially owned following the transactions include figures such as 55,798, 43,756, and 28,348 OP Units, as well as 176,575, 188,617, and 204,025 common shares underlying OP Units.

Are the reported OHI equity transactions cash-based exercises?

No cash exercise price is shown for these transactions. The Form 4 lists a price of $0 for the conversions of PIUs into OP Units and the exchanges of OP Units into Omega Healthcare common stock equivalents.

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

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)
12/31/2025

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)
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)
Profits Interest Units	⁽¹⁾⁽²⁾	12/31/2025		M			11,627	⁽³⁾	⁽³⁾	OP Units	11,627	$0	55,798	D
Profits Interest Units	⁽¹⁾⁽²⁾	12/31/2025		M			12,042	⁽⁴⁾	⁽⁴⁾	OP Units	12,042	$0	43,756	D
Profits Interest Units	⁽¹⁾⁽²⁾	12/31/2025		M			15,408	⁽⁵⁾	⁽⁵⁾	OP Units	15,408	$0	28,348	D
OP Units	⁽²⁾	12/31/2025		M		11,627		⁽²⁾	⁽²⁾	Common Stock	11,627	$0	176,575	D
OP Units	⁽²⁾	12/31/2025		M		12,042		⁽²⁾	⁽²⁾	Common Stock	12,042	$0	188,617	D
OP Units	⁽²⁾	12/31/2025		M		15,408		⁽²⁾	⁽²⁾	Common Stock	15,408	$0	204,025	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 continued employment and accelerated vesting under certain circumstances.

3. Represents 25% of the PIUs that vesting into OP Units at the end of each calendar quarter in 2025 based on the Absolute Total Shareholder Return for the 2022-2024 performance period, subject to continued employment and accelerated vesting under certain circumstances.

4. Represents 25% of the PIUs that vesting into OP Units at the end of each calendar quarter in 2025 based on the Relative Total Shareholder Return for the 2022-2024 performance period, subject to continued employment and accelerated vesting under certain circumstances.

5. Represents PIUs subject to three-year time-based vesting into OP Units that were granted in 2023, subject to continued employment and accelerated vesting under certain circumstances.

	/s/ Meghan C. Lyons, Attorney-in-Fact	01/02/2026
	** 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