[Form 4] OMEGA HEALTHCARE INVESTORS INC Insider Trading Activity

Rhea-AI Filing Summary

Omega Healthcare Investors insider Form 4: Pickett C. Taylor, listed as Director and Chief Executive Officer, reported vesting conversions on 09/30/2025 that increased his holdings in the company and its operating partnership. Two sets of Profits Interest Units (PIUs) converted into OP Units (60,459 and 62,622 units) with a stated price of $0, increasing the reported OP Unit beneficial ownership levels to 388,506 and 325,884, respectively. Those OP Units also correspond to common stock equivalents: the conversions are shown as underlying Common Stock amounts that raise his reported common-equivalent holdings to 1,072,128 and 1,134,750. The filing notes the 2022–2024 performance-period vesting (25% per quarter) tied to Absolute and Relative Total Shareholder Return and explains OP Units are redeemable for cash equal to fair market value or, at the issuer's election, for shares. The form is signed by Meghan C. Lyons as attorney-in-fact on 10/01/2025.

Positive

• Clear disclosure of vesting mechanics tying PIU conversions to Absolute and Relative TSR for 2022–2024
• Quantified increase in beneficial ownership with exact PIU and OP Unit amounts (60,459 and 62,622) and resulting common-equivalent figures

Negative

• Potential dilution or redemption obligation is disclosed since OP Units are redeemable for cash equal to fair market value or for shares at the issuer's election
• No cash exercise paid (PIUs converted at $0), which may expand outstanding common-equivalent interests without direct insider cash investment

Insights

Financial Analyst

TL;DR: Routine performance-based vesting converted PIUs into OP Units and increased common-equivalent holdings; no purchase price was paid.

The reported transactions reflect scheduled vesting tied to the 2022–2024 TSR performance period, with 25% of PIUs vesting each quarter. Conversions are shown at a $0 price for PIUs to OP Units, consistent with contingent profit-interest mechanics rather than open-market purchases. The disclosure quantifies incremental beneficial ownership in both OP Units and common-equivalent shares, which can affect share count or redemption obligations depending on future elections by the issuer.

Corporate Governance Expert

TL;DR: Vesting aligns executive compensation with multi-year TSR metrics; documentation clarifies redemption and conversion mechanics.

The filing documents compensation realization via PIU vesting subject to Absolute and Relative TSR metrics, indicating governance linkage between pay and shareholder returns. The explanation itemizes conversion mechanics and redemption rights for OP Units, providing important governance transparency about potential dilution or cash settlement outcomes. The presence of attorney-in-fact signature is consistent with procedural filing practices.

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

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

1. Name and Address of Reporting Person^*

PICKETT C TAYLOR

(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)

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

3. Date of Earliest Transaction (Month/Day/Year)
09/30/2025

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)
			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)	09/30/2025		M			60,459	(3)	(3)	OP Units	60,459	$0	388,506	D
Profits Interest Units	(1)(2)	09/30/2025		M			62,622	(4)	(4)	OP Units	62,622	$0	325,884	D
OP Units	(2)	09/30/2025		M		60,459		(2)	(2)	Common Stock	60,459	$0	1,072,128	D
OP Units	(2)	09/30/2025		M		62,622		(2)	(2)	Common Stock	62,622	$0	1,134,750	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 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 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 vested 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.

	/s/ Meghan C. Lyons , Attorney-in-Fact	10/01/2025
	** 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.
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FAQ

What transactions did Pickett C. Taylor report on the OHI Form 4 filed here?

The filing reports 09/30/2025 vesting conversions of PIUs into OP Units and corresponding common-equivalent amounts: 60,459 and 62,622 PIUs converted into OP Units at a $0 price, increasing reported beneficial ownership totals.

How were the PIUs vested for the 2022–2024 performance period?

The PIUs vested 25% each calendar quarter in 2025 based on Absolute and Relative Total Shareholder Return for the 2022–2024 performance period, subject to continued employment and potential accelerated vesting.

What can OP Units be redeemed for 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 common stock, or at the issuer's election for one share of common stock, subject to partnership agreement adjustments.

Did Pickett C. Taylor pay to acquire these units?

The PIUs are reported as converting at a price of $0, indicating these were contingent profit-interest vesting events rather than purchases.

Who signed the Form 4 and when was it signed?

The Form 4 was signed by Meghan C. Lyons, Attorney-in-Fact on 10/01/2025.