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Omega Healthcare (NYSE: OHI) legal chief exercises 40,966 units

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

Rhea-AI Filing Summary

Omega Healthcare Investors’ chief legal officer, Gail D. Makode, exercised partnership-based equity awards tied to the company’s performance. On March 31, 2026, she converted a total of 40,966 Profits Interest Units into OP Units in the operating partnership and related OP Units into interests linked to common stock value.

After these transactions, she directly holds 101,201 Profits Interest Units and 224,508 OP Units. Each OP Unit can be redeemed for cash equal to the fair market value of one Omega Healthcare common share, or, at the company’s election, one share of common stock. The vesting of these awards was based on Absolute and Relative Total Shareholder Return for the 2023–2025 performance period and required continued employment.

Positive

  • None.

Negative

  • None.
Insider Makode Gail D
Role CHIEF LEGAL OFFICER
Type Security Shares Price Value
Exercise Profits Interest Units 14,863 $0.00 $0.00
Exercise Profits Interest Units 5,620 $0.00 $0.00
Exercise OP Units 14,863 $0.00 $0.00
Exercise OP Units 5,620 $0.00 $0.00
Holdings After Transaction: Profits Interest Units — 101,201 shares (Direct); OP Units — 443,396 shares (Direct)
Footnotes (4)
  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 unit of limited partnership interest (an "OP Unit") in the Operating Partnership upon vesting and the satisfaction of certain tax-driven economic requirements.
  2. F2. Each OP Unit is redeemable at the election of the holder for cash equal to the then fair market value of one share of Issuer common stock, or at the Issuer's election, one share of Issuer common stock, subject to adjustment as set forth in the partnership agreement. The OP Units have no expiration date.
  3. F3. Represents 25% of the PIUs that vested into OP Units at the end of each calendar quarter in 2026 based on the Absolute Total Shareholder Return for the 2023-2025 performance period, subject to continued employment and accelerated vesting under certain circumstances, as certified by the Compensation Committee on January 8, 2026.
  4. F4. Represents 25% of the PIUs that vested into OP Units at the end of each calendar quarter in 2026 based on the Relative Total Shareholder Return for the 2023-2025 performance period, subject to continued employment and accelerated vesting under certain circumstances, as certified by the Compensation Committee on January 8, 2026.

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Form 4 Insider Transactions: What Each Field Means →
SEC Form 4
FORM 4UNITED 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 MARYLAND 21030
(City)(State)(Zip)
UNITED STATES
(Country)		2. Issuer Name and Ticker or Trading Symbol
OMEGA HEALTHCARE INVESTORS INC [ OHI ] 		5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
Director10% Owner
XOfficer (give title below)Other (specify below)
CHIEF LEGAL OFFICER
2a. Foreign Trading Symbol
3. Date of Earliest Transaction (Month/Day/Year)
03/31/2026		6. Individual or Joint/Group Filing (Check Applicable Line)
XForm filed by One Reporting Person
Form filed by More than One Reporting Person
4. If Amendment, Date of Original Filed (Month/Day/Year)

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)
CodeVAmount(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)
CodeV(A)(D)Date ExercisableExpiration DateTitleAmount or Number of Shares
Profits Interest Units(1)(2)03/31/2026M14,863 (3) (3)OP Units14,863$0106,821D
Profits Interest Units(1)(2)03/31/2026M5,620 (4) (4)OP Units5,620$0101,201D
OP Units(2)03/31/2026M14,863 (2) (2)Common Stock14,863$0218,888D
OP Units(2)03/31/2026M5,620 (2) (2)Common Stock5,620$0224,508D
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 unit of limited partnership interest (an "OP Unit") in the Operating Partnership upon vesting and the satisfaction of certain tax-driven economic requirements.
2. Each OP Unit is redeemable at the election of the holder for cash equal to the then fair market value of one share of Issuer common stock, or at the Issuer's election, one share of Issuer common stock, subject to adjustment as set forth in the partnership agreement. The OP Units have no expiration date.
3. Represents 25% of the PIUs that vested into OP Units at the end of each calendar quarter in 2026 based on the Absolute Total Shareholder Return for the 2023-2025 performance period, subject to continued employment and accelerated vesting under certain circumstances, as certified by the Compensation Committee on January 8, 2026.
4. Represents 25% of the PIUs that vested into OP Units at the end of each calendar quarter in 2026 based on the Relative Total Shareholder Return for the 2023-2025 performance period, subject to continued employment and accelerated vesting under certain circumstances, as certified by the Compensation Committee on January 8, 2026.
/s/ Meghan C. Lyons, Attorney-in-Fact04/01/2026
** Signature of Reporting PersonDate
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.
* Form 4: SEC 1474 (03-26)

Source: View Original Filing on SEC EDGAR