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Omega Healthcare (NYSE: OHI) CFO boosts stake through OP unit vesting

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

Rhea-AI Filing Summary

Omega Healthcare Investors' chief financial officer Robert O. Stephenson exercised performance-based equity awards linked to the company’s operating partnership. On March 31, 2026, he converted a total of 79,298 Profits Interest Units into OP Units, and then into an equal number of OP Units tied to common stock, at a stated exercise price of $0.0000 per unit.

The awards were based on Absolute and Relative Total Shareholder Return for the 2023–2025 performance period and vested in 25% quarterly increments during 2026, subject to continued employment and possible accelerated vesting, as certified by the compensation committee on January 8, 2026. After these transactions, he directly holds 719,094 OP Units exchangeable into cash or Omega common shares at the issuer’s election, with no open derivative positions shown.

Positive

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Negative

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Insider STEPHENSON ROBERT O
Role CHIEF FINANCIAL OFFICER
Type Security Shares Price Value
Exercise Profits Interest Units 28,770 $0.00 $0.00
Exercise Profits Interest Units 10,879 $0.00 $0.00
Exercise OP Units 28,770 $0.00 $0.00
Exercise OP Units 10,879 $0.00 $0.00
Holdings After Transaction: Profits Interest Units — 191,725 shares (Direct); OP Units — 1,427,309 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.
Profits Interest Units exercised (tranche 1) 28,770 units Profits Interest Units converted into OP Units on March 31, 2026
Profits Interest Units exercised (tranche 2) 10,879 units Additional Profits Interest Units converted into OP Units on March 31, 2026
Total units exercised/conversion 79,298 units Aggregate exerciseShares in transactionSummary
OP Units following transaction 719,094 units Direct OP Unit holdings after final OP Unit transaction
Exercise price per unit $0.0000 per unit Conversion or exercise price for reported derivative transactions
Profits Interest Units financial
"Represents Profits Interest Units ("PIUs") in OHI Healthcare Properties Limited Partnership"
OP Units financial
"Each PIU represents a contingent right to receive one unit of limited partnership interest (an "OP Unit")"
OP units are ownership stakes in an operating partnership that sits beneath a public parent company, commonly used by real estate and energy firms to hold assets and distributions. Think of them like special shares in a subsidiary: they give economic rights to profits and cash payouts but are structured differently from the parent’s common stock, so investors watch OP unit issuance because it can change the effective ownership, future distributions, and potential dilution of the parent company’s equity.
Absolute Total Shareholder Return financial
"based on the Absolute Total Shareholder Return for the 2023-2025 performance period"
Relative Total Shareholder Return financial
"based on the Relative Total Shareholder Return for the 2023-2025 performance period"
Relative total shareholder return measures how much an investor’s gain from a company — including stock price changes and dividends — beats or lags a chosen benchmark or peer group over a set time. Think of it as a race: it shows whether the company outpaced rivals or the market, which helps investors and boards judge performance, compare returns fairly, and link results to pay or investment decisions.
limited partnership interest financial
"one unit of limited partnership interest (an "OP Unit") in the Operating Partnership"

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FAQ

What insider transaction did Omega Healthcare (OHI) report for its CFO?
Omega Healthcare reported that CFO Robert O. Stephenson exercised performance-based Profits Interest Units into OP Units and related common stock equivalents. The Form 4 shows 79,298 units were converted in total, with no open-market share sales or gifts disclosed in this filing.

How many units did the Omega Healthcare (OHI) CFO acquire in this Form 4?
The CFO exercised and converted a total of 79,298 units. This includes 28,770 and 10,879 Profits Interest Units that vested into OP Units and a matching 28,770 and 10,879 OP Units linked to Omega Healthcare common stock, all at a stated exercise price of $0.0000.

What are Profits Interest Units and OP Units at Omega Healthcare (OHI)?
Profits Interest Units are equity awards in Omega’s operating partnership that, upon vesting and meeting tax-related requirements, convert into OP Units. Each OP Unit can be redeemed for cash equal to the fair market value of one Omega common share or, at Omega’s election, one share of common stock.

How were the Omega Healthcare (OHI) CFO’s units earned under this plan?
The units vested based on Absolute and Relative Total Shareholder Return for the 2023–2025 performance period. Twenty-five percent of the Profits Interest Units vested into OP Units at the end of each calendar quarter in 2026, subject to continued employment and potential accelerated vesting conditions.

What are the CFO’s holdings after this Omega Healthcare (OHI) insider transaction?
After the reported exercises and conversions, the Form 4 shows Robert O. Stephenson directly holding 719,094 OP Units. Each OP Unit is exchangeable into either cash or one Omega Healthcare common share, at the issuer’s election, with no expiration date indicated for the OP Units.

Did the Omega Healthcare (OHI) CFO sell any shares in this Form 4 filing?
The filing reflects only derivative exercises and conversions, with no open‑market sales reported. All transactions are coded as “M” for exercise or conversion, and the transaction summary shows zero shares categorized as sales, gifts, or tax‑withholding dispositions.
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*
STEPHENSON ROBERT O
(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 FINANCIAL 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)03/31/2026M28,770 (3) (3)OP Units28,770$0202,604D
Profits Interest Units(1)(2)03/31/2026M10,879 (4) (4)OP Units10,879$0191,725D
OP Units(2)03/31/2026M28,770 (2) (2)Common Stock28,770$0708,215D
OP Units(2)03/31/2026M10,879 (2) (2)Common Stock10,879$0719,094D
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