Omega Healthcare (OHI) President Granted Profits Interest Units in Operating Partnership

Rhea-AI Filing Summary

Omega Healthcare Investors reported an insider equity award for its President, Matthew Paul Gourmand. On January 8, 2026, he was granted 59,449 Profits Interest Units (PIUs) in OHI Healthcare Properties Limited Partnership at a price of $0 per unit, increasing his beneficial holdings in this derivative security to 95,482 PIUs. On the same date, he was also granted an additional 22,480 PIUs at $0, bringing his total beneficial ownership to 117,962 PIUs.

The PIUs relate to OP Units in the operating partnership and represent a contingent right to receive one OP Unit per PIU upon vesting and satisfaction of specified tax-related conditions. The awards were earned, but not yet vested, based on the company’s Absolute Total Shareholder Return for 2023–2025 and Relative Total Shareholder Return for 2022–2024, with vesting scheduled quarterly during 2026, subject to continued employment and certain acceleration events.

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
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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^*

Gourmand Matthew Paul

(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)

	Director		10% Owner
X	Officer (give title below)		Other (specify below)
	President

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)
			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)	01/08/2026		A		59,449		(3)	(3)	OP Units	59,449	$0	95,482	D
Profits Interest Units	(1)(4)	01/08/2026		A		22,480		(3)	(3)	OP Units	22,480	$0	117,962	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 2022-2024 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.
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FAQ

What insider transaction did Omega Healthcare Investors (OHI) report for its President?

The company reported that President Matthew Paul Gourmand received two grants of Profits Interest Units (PIUs) in OHI Healthcare Properties Limited Partnership on January 8, 2026.

How many Profits Interest Units were granted to the OHI President on January 8, 2026?

He was granted 59,449 PIUs in one transaction and 22,480 PIUs in a second transaction, both at a price of $0 per unit.

What is the President’s total beneficial ownership of Profits Interest Units after these grants?

Following the first grant, his beneficial ownership was 95,482 PIUs, and after the second grant, it increased to 117,962 PIUs, all held directly.

What do the Profits Interest Units (PIUs) in OHI’s operating partnership represent?

Each PIU represents a contingent right to receive one OP Unit in OHI Healthcare Properties Limited Partnership upon vesting and satisfaction of specified tax-driven economic requirements. OP Units do not expire.

On what performance metrics were these OHI PIU grants based?

The PIUs were earned, but not yet vested, based on Absolute Total Shareholder Return for the 2023–2025 period and Relative Total Shareholder Return for the 2022–2024 period, as certified by the Compensation Committee.

When will the Omega Healthcare Investors PIUs vest for the President?

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