Omega Healthcare (OHI) CFO granted Profits Interest Units tied to 2023–2025 TSR

Q: What insider transaction did OHI report for its CFO on this Form 4?

The company reported that Chief Financial Officer Robert O. Stephenson acquired two awards of Profits Interest Units on January 8, 2026 , both at a price of $0 per unit.

Q: How many Profits Interest Units did the OHI CFO receive in these awards?

One award covered 115,078 Profits Interest Units , with 167,059 units held after the transaction, and a second award covered 43,516 Profits Interest Units , with 210,575 units held after the transaction.

Q: What are the Profits Interest Units reported in the OHI Form 4?

The filing states that the awards are Profits Interest Units ("PIUs") in OHI Healthcare Properties Limited Partnership , where each PIU represents a contingent right to receive one OP Unit upon vesting and satisfaction of certain tax-driven economic requirements. OP Units do not expire.

Q: What is the vesting schedule for the OHI CFO’s Profits Interest Units?

The filing states that 25% of the PIUs earned based on the 2023–2025 performance period will vest at the end of each quarter of 2026 , subject to continued employment and accelerated vesting upon certain events.

Q: Is this OHI Form 4 transaction a sale of shares by the CFO?

No. The reported transactions show an acquisition of Profits Interest Units coded as "A" in the Form 4, each at a price of $0 per unit, rather than a sale.

Filing Impact

(Neutral)

Filing Sentiment

(Neutral)

Form Type

Rhea-AI Filing Summary

Omega Healthcare Investors reported that its Chief Financial Officer, Robert O. Stephenson, acquired two awards of Profits Interest Units on January 8, 2026. One transaction covered 115,078 Profits Interest Units at a price of $0 per unit, bringing his total reported derivative holdings related to that award to 167,059 units. A second transaction covered 43,516 Profits Interest Units at a price of $0 per unit, with total holdings for that award rising to 210,575 units.

The filing explains that these Profits Interest Units in OHI Healthcare Properties Limited Partnership have been earned, but not yet vested, based on the company’s Absolute and Relative Total Shareholder Return for the 2023–2025 performance period. According to the certification by the Compensation Committee, 25% of the earned units will vest at the end of each quarter of 2026, subject to continued employment and certain acceleration events. Each unit represents a contingent right to receive one OP Unit in the operating partnership, and OP Units do not expire.

Insider Trade Summary

2 transactions reported

Mixed 2 txns

Insider STEPHENSON ROBERT O

Role CHIEF FINANCIAL OFFICER

Type	Security	Shares	Price	Value
Grant/Award	Profits Interest Units	115,078	$0.00	$0.00
Grant/Award	Profits Interest Units	43,516	$0.00	$0.00

Holdings After Transaction: Profits Interest Units — 210,575 shares (Direct)

Footnotes (4)

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. The PIUs have been earned, but not yet vested, based on Absolute Total Shareholder Return for the 2023-2025 performance period, as certified by the Compensation Committee as of January 8, 2026.
F3. 25% of the PIUs earned based on the 2023-2025 performance period will vest at the end of each quarter of 2026, subject to continued employment and accelerated vesting upon certain events.
F4. The PIUs have been earned, but not yet vested, based on Relative Total Shareholder Return for the 2023-2025 performance period, as certified by the Compensation Committee as of January 8, 2026.

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Form 4 Insider Transactions: What Each Field Means →

Accepted by SEC EDGAR 01/12/2026 - 04:15 PM

FAQ

What insider transaction did OHI report for its CFO on this Form 4?

The company reported that Chief Financial Officer Robert O. Stephenson acquired two awards of Profits Interest Units on January 8, 2026, both at a price of $0 per unit.

How many Profits Interest Units did the OHI CFO receive in these awards?

One award covered 115,078 Profits Interest Units, with 167,059 units held after the transaction, and a second award covered 43,516 Profits Interest Units, with 210,575 units held after the transaction.

What are the Profits Interest Units reported in the OHI Form 4?

The filing states that the awards are Profits Interest Units ("PIUs") in OHI Healthcare Properties Limited Partnership, where each PIU represents a contingent right to receive one OP Unit upon vesting and satisfaction of certain tax-driven economic requirements. OP Units do not expire.

What performance period determines vesting of the OHI CFO’s Profits Interest Units?

The Profits Interest Units were earned, but not yet vested, based on Absolute and Relative Total Shareholder Return for the 2023–2025 performance period, as certified by the Compensation Committee on January 8, 2026.

What is the vesting schedule for the OHI CFO’s Profits Interest Units?

The filing states that 25% of the PIUs earned based on the 2023–2025 performance period will vest at the end of each quarter of 2026, subject to continued employment and accelerated vesting upon certain events.

Is this OHI Form 4 transaction a sale of shares by the CFO?

No. The reported transactions show an acquisition of Profits Interest Units coded as "A" in the Form 4, each at a price of $0 per unit, rather than a sale.

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^*

STEPHENSON ROBERT O

(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 FINANCIAL OFFICER

3. Date of Earliest Transaction (Month/Day/Year)
01/08/2026

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)
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⁾	01/08/2026		A		115,078		⁽³⁾	⁽³⁾	OP Units	115,078	$0	167,059	D
Profits Interest Units	⁽¹⁾⁽⁴⁾	01/08/2026		A		43,516		⁽³⁾	⁽³⁾	OP Units	43,516	$0	210,575	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. The PIUs have been earned, but not yet vested, based on Absolute Total Shareholder Return for the 2023-2025 performance period, as certified by the Compensation Committee as of January 8, 2026.

3. 25% of the PIUs earned based on the 2023-2025 performance period will vest at the end of each quarter of 2026, subject to continued employment and accelerated vesting upon certain events.

4. The PIUs have been earned, but not yet vested, based on Relative Total Shareholder Return for the 2023-2025 performance period, as certified by the Compensation Committee as of January 8, 2026.

	/s/ Meghan C. Lyons, Attorney-in-Fact	01/12/2026
	** 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