Omega Healthcare CEO acquires units as awards vest

Q: How many OHI Profits Interest Units vested into OP Units?

69,225 and 26,177 Profits Interest Units vested into corresponding OP Units on September 30, 2026. The respective tranches were based on Absolute and Relative Total Shareholder Return for the 2023–2025 performance period.

The OP Units are redeemable for cash equal to the fair market value of one common share or, at the issuer’s election, one common share.

Filing Impact

(Neutral)

Filing Sentiment

(Neutral)How Sentiment works

Sentiment and the balance of points

Rhea-AI Sentiment reads the wording of the document, how positive or negative its language is on a 1 to 5 scale. The balance of points shown with the takes weighs what the document actually discloses, so the two can disagree, for example when a trial that missed its main goal is described in upbeat language.

How Sentiment works How the balance works

Form Type

Rhea-AI Filing Summary

Omega Healthcare Investors (OHI) CEO C. Taylor Pickett reported that 69,225 and 26,177 Profits Interest Units vested into corresponding OP Units on September 30, 2026. The tranches related respectively to Absolute and Relative Total Shareholder Return for the 2023–2025 performance period; the footnotes state that vesting was subject to continued employment and was certified by the Compensation Committee on January 8, 2026. No Rule 10b5-1 plan is reported. Pickett also reported 112,500 OP Units held indirectly in an irrevocable trust for his spouse and son. No transaction involving those trust-held units occurred that day, and Pickett has no voting power over them.

Insider Trade Summary

190,804 shares exercised/converted

Exercise 5 txns

Insider PICKETT C TAYLOR

Role CHIEF EXECUTIVE OFFICER

Type	Security	Shares	Price	Value
Exercise	Profits Interest Units ^{F1, F2, F3}	69,225	$0.00	$0.00
Exercise	Profits Interest Units ^{F1, F2, F4}	26,177	$0.00	$0.00
Exercise	OP Units ^F2	69,225	$0.00	$0.00
Exercise	OP Units ^F2	26,177	$0.00	$0.00
holding	OP Units ^{F5, F6}	--	--	--

Holdings After Transaction: Profits Interest Units — 283,766 contracts (Direct); OP Units — 1,415,808 contracts (Direct); OP Units — 112,500 contracts (Indirect, C. Taylor Pickett Trust)

Footnotes (6)

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.
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.
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.
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.
F5. Reflects OP Units held in an irrevocable trust for the benefit of the reporting person's spouse and son and over which the reporting person has no voting power. No transaction involving these OP Units occurred on the date reported herein, and they continue to be reported solely to reflect the reporting person's beneficial ownership.
F6. 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. The OP Units have no expiration date.

Key Figures

Profits Interest Units tied to Absolute Total Shareholder Return: 69,225 units OP Units acquired from Absolute Total Shareholder Return tranche: 69,225 units Profits Interest Units tied to Relative Total Shareholder Return: 26,177 units +2 more

5 metrics

Profits Interest Units tied to Absolute Total Shareholder Return 69,225 units Vested into corresponding OP Units on September 30, 2026

OP Units acquired from Absolute Total Shareholder Return tranche 69,225 units Corresponding to 69,225 Profits Interest Units vested on September 30, 2026

Profits Interest Units tied to Relative Total Shareholder Return 26,177 units Vested into corresponding OP Units on September 30, 2026

OP Units acquired from Relative Total Shareholder Return tranche 26,177 units Corresponding to 26,177 Profits Interest Units vested on September 30, 2026

OP Units held indirectly in trust 112,500 units Held in an irrevocable trust for the reporting person’s spouse and son

Key Terms

Profits Interest Units, OP Unit, Absolute Total Shareholder Return, Relative Total Shareholder Return, +1 more

5 terms

Profits Interest Units financial

"Represents Profits Interest Units ("PIUs")"

OP Unit financial

"one unit of limited partnership interest (an "OP Unit")"

An op unit is shorthand for an operating unit — a distinct part of a company that runs day-to-day activities, such as manufacturing, sales, or a product line, with its own management and performance metrics. Investors care because each unit’s results show which parts of the business are profitable or struggling, much like checking individual rooms in a house to see where energy or costs are leaking, helping assess growth potential and risk.

Absolute Total Shareholder Return financial

"based on the Absolute Total Shareholder Return"

Absolute total shareholder return is the percentage gain or loss a shareholder realizes over a specific period from holding a company's shares, counting both the change in share price and cash distributions (dividends) paid during that period. It is calculated as (ending share price plus dividends received — starting share price) divided by the starting share price, typically expressed as a percentage; it can be reported for any chosen period and is distinct from relative TSR, which measures performance versus a benchmark. It does not by itself adjust for effects such as share dilution, spin-offs, or differing share classes unless those are explicitly incorporated into the calculation.

Relative Total Shareholder Return financial

"based on the Relative Total Shareholder Return"

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.

Operating Partnership financial

"in OHI Healthcare Properties Limited Partnership (the "Operating Partnership")"

An operating partnership is a separate legal entity set up to own and run a company’s core assets and day-to-day businesses, while investors hold interests indirectly through the parent company. Think of it like a dedicated garage that actually stores and services the cars while the owner keeps the dealership; it matters to investors because it affects how income, taxes, liability and voting rights are allocated and therefore can influence distributions and risk.

FAQ

AI-generated questions and answers. How Rhea-AI works. Not financial advice.

How many OHI Profits Interest Units vested into OP Units?

69,225 and 26,177 Profits Interest Units vested into corresponding OP Units on September 30, 2026. The respective tranches were based on Absolute and Relative Total Shareholder Return for the 2023–2025 performance period.

What can OHI OP Units be redeemed for?

Each OP Unit may be redeemed, at the holder’s election, for cash equal to the then fair market value of one share of OHI common stock, or, at OHI’s election, for one share of common stock. The terms are subject to adjustment under the partnership agreement.

AI-generated analysis. How Rhea-AI works. Not financial advice.

Form 4 Insider Transactions: What Each Field Means →

See more from StockTitan in Google Search and AI answers. Adds StockTitan as a preferred source · opens Google

Add on Google

Available on EDGAR 09/30/2026 - 04:15 PM Accepted by SEC EDGAR 09/30/2026 - 04:15 PM

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^*

PICKETT C TAYLOR

(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)

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

2a. Foreign Trading Symbol

3. Date of Earliest Transaction (Month/Day/Year)
09/30/2026

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form 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)
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⁾	09/30/2026		M			69,225	⁽³⁾	⁽³⁾	OP Units	69,225	$0	309,943	D
Profits Interest Units	⁽¹⁾⁽²⁾	09/30/2026		M			26,177	⁽⁴⁾	⁽⁴⁾	OP Units	26,177	$0	283,766	D
OP Units	⁽²⁾	09/30/2026		M		69,225		⁽²⁾	⁽²⁾	Common Stock	69,225	$0	1,389,631	D
OP Units	⁽²⁾	09/30/2026		M		26,177		⁽²⁾	⁽²⁾	Common Stock	26,177	$0	1,415,808	D
OP Units	⁽⁵⁾							⁽⁶⁾	⁽⁶⁾	Common Stock	112,500		112,500	I	C. Taylor Pickett Trust

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.

5. Reflects OP Units held in an irrevocable trust for the benefit of the reporting person's spouse and son and over which the reporting person has no voting power. No transaction involving these OP Units occurred on the date reported herein, and they continue to be reported solely to reflect the reporting person's beneficial ownership.

6. 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. The OP Units have no expiration date.

	/s/ Meghan C. Lyons, Attorney-in-Fact	09/30/2026
	** 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.
* Form 4: SEC 1474 (03-26)

Source: View Original Filing on SEC EDGAR