Omega Healthcare (NYSE: OHI) CIO converts performance units into OP Units tied to stock
Rhea-AI Filing Summary
OMEGA HEALTHCARE INVESTORS INC Chief Investment Officer Vikas Gupta reported derivative exercises tied to long-term incentive awards. On these transactions, he exercised or converted a total of 40,964 units linked to the company’s equity, including OP Units and Profits Interest Units (PIUs).
The PIUs are performance-based awards in OHI Healthcare Properties Limited Partnership that vest into OP Units based on Absolute and Relative Total Shareholder Return for the 2023-2025 period, subject to continued employment. Each OP Unit can later be redeemed for cash equal to the fair market value of one share of Omega common stock, or, at Omega’s election, for one share of common stock. No open-market buys or sales were reported in this filing.
Positive
- None.
Negative
- None.
Insider Trade Summary
40,964 shares exercised/converted
Exercise
4 txns
Insider
Gupta Vikas
Role
Chief Investment Officer
| Type | Security | Shares | Price | Value |
|---|---|---|---|---|
| Exercise | Profits Interest Units | 14,862 | $0.00 | $0.00 |
| Exercise | Profits Interest Units | 5,620 | $0.00 | $0.00 |
| Exercise | OP Units | 14,862 | $0.00 | $0.00 |
| Exercise | OP Units | 5,620 | $0.00 | $0.00 |
Holdings After Transaction:
Profits Interest Units — 92,099 shares (Direct);
OP Units — 246,470 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 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.
Key Figures
Derivative exercises: 40,964 units
OP Units exercised (lot 1): 5,620 OP Units
OP Units exercised (lot 2): 14,862 OP Units
+4 more
7 metrics
Derivative exercises
40,964 units
Total underlying shares from M-code exercises
OP Units exercised (lot 1)
5,620 OP Units
Exercised on 2026-06-30 into common stock equivalents
OP Units exercised (lot 2)
14,862 OP Units
Exercised on 2026-06-30 into common stock equivalents
OP Units after transaction
246,470 OP Units
Holdings following one OP Unit transaction
PIUs exercised (lot 1)
5,620 PIUs
Converted into OP Units on 2026-06-30
PIUs exercised (lot 2)
14,862 PIUs
Converted into OP Units on 2026-06-30
PIUs after transaction
97,719 PIUs
Profits Interest Units remaining after one transaction
Key Terms
Profits Interest Units, OP Units, Absolute Total Shareholder Return, Relative Total Shareholder Return, +1 more
5 terms
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.
Compensation Committee financial
"as certified by the Compensation Committee on January 8, 2026"
A compensation committee is a group within a company's leadership responsible for setting and reviewing how much top executives and employees are paid, including salaries, bonuses, and benefits. It matters to investors because fair and effective pay decisions can influence a company's performance, leadership motivation, and overall governance, helping ensure that the company’s management is aligned with shareholders’ interests.
AI-generated analysis. How Rhea-AI works. Not financial advice.
FAQ
What did Omega Healthcare (OHI) executive Vikas Gupta report in this Form 4?
Vikas Gupta reported derivative exercises of OP Units and Profits Interest Units totaling 40,964 underlying units. These transactions reflect vesting and conversion of performance-based partnership interests into OP Units, rather than open-market purchases or sales of Omega Healthcare common stock.
How many units did Vikas Gupta exercise or convert in the latest OHI Form 4?
The filing shows exercises or conversions covering 40,964 units linked to Omega Healthcare equity. These include 5,620 and 14,862 OP Units, plus 5,620 and 14,862 Profits Interest Units that vest into OP Units based on total shareholder return performance.
What are Profits Interest Units (PIUs) reported in Omega Healthcare’s Form 4?
The PIUs are Profits Interest Units in OHI Healthcare Properties Limited Partnership. Each PIU represents a contingent right to receive one OP Unit upon vesting and satisfaction of tax-driven economic requirements, effectively linking management compensation to partnership and shareholder performance over a specified period.
What performance metrics drove the vesting of PIUs in this OHI insider filing?
The vesting of PIUs into OP Units was based on Absolute and Relative Total Shareholder Return for the 2023-2025 performance period. Twenty-five percent vested at the end of each calendar quarter in 2026, subject to continued employment and certain accelerated vesting conditions.
Did the Omega Healthcare CIO buy or sell common stock in the market in this Form 4?
No open-market buy or sell transactions were reported. All entries are coded “M” for exercises or conversions of derivative securities, reflecting vesting and conversion of partnership-based incentive units rather than discretionary trading in Omega Healthcare common stock.