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Omega Healthcare's Lucas Golem converts vested awards

The reported PIUs represent 25% of units vested at quarter-end in 2026, based on 2023–2025 Absolute Total Shareholder Return and subject to continued employment.

(Neutral)

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Form Type
4

Rhea-AI Filing Summary

Omega Healthcare Investors Inc. (OHI) Chief Accounting Officer Lucas M. Golem acquired 64 common shares on October 1, 2026, at $39.37 per share through the Employee Stock Purchase Plan; the shares include acquisitions through automatic dividend reinvestment. No Rule 10b5-1 plan is reported. He disposed of 3 common shares at $46.31 per share to cover tax withholding connected with the ESPP acquisition. On September 30, 2026, 2,776 and 1,050 Profits Interest Units vested into corresponding OP Units, and corresponding OP Units were converted into 2,776 and 1,050 common shares, respectively.

Insider Golem Lucas M.
Role CHIEF ACCOUNTING OFFICER
Type Security Shares Price Value
Grant/Award Common Stock F1 64 $39.37 $3K
Disposition Common Stock F2 3 $46.31 $138.93
Exercise Profits Interest Units F3, F4, F5 2,776 $0.00 $0.00
Exercise Profits Interest Units F3, F4, F5 1,050 $0.00 $0.00
Exercise OP Units F4 2,776 $0.00 $0.00
Exercise OP Units F4 1,050 $0.00 $0.00
Holdings After Transaction: Profits Interest Units — 15,027 contracts (Direct); OP Units — 35,564 contracts (Direct); Common Stock — 1,767 shares (Direct)
Footnotes (5)
  1. F1. These shares were purchased by the officer via the Company's Employee Stock Purchase Plan, and includes shares acquired pursuant to the Issuer's dividend reinvestment plan through automatic reinvestment of cash dividends.
  2. F2. Represents shares sold by the Reporting Person to cover tax withholding obligations in connection with the acquisition of shares under the ESPP.
  3. F3. 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.
  4. F4. 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.
  5. F5. 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.
Common shares acquired 64 shares October 1, 2026, through the Employee Stock Purchase Plan, including dividend reinvestment plan acquisitions
Acquisition price $39.37 per share October 1, 2026
Common shares disposed of for tax withholding 3 shares October 1, 2026
Price per share disposed of $46.31 per share October 1, 2026, for tax withholding connected with the ESPP acquisition
Profits Interest Units vested into OP Units 2,776 units September 30, 2026
Profits Interest Units vested into OP Units 1,050 units September 30, 2026
OP Units converted into common shares 2,776 units September 30, 2026; corresponding common-share count was 2,776
OP Units converted into common shares 1,050 units September 30, 2026; corresponding common-share count was 1,050
Employee Stock Purchase Plan financial
"via the Company's Employee Stock Purchase Plan"
An employee stock purchase plan is a company program that lets workers buy shares through small payroll deductions, often at a discount to the market price and after a set offering period. Think of it like a workplace savings plan that turns into ownership: it encourages employees to share in the company’s success and can create predictable buying or selling of stock that investors watch because it affects supply, demand and employee incentives.
dividend reinvestment plan financial
"through automatic reinvestment of cash dividends"
A dividend reinvestment plan lets shareholders automatically use cash dividends to buy more shares of the same company instead of receiving the money. It matters to investors because it turns regular payouts into a steady way to grow ownership and take advantage of compound returns—like having your savings automatically buy additional slices of a pie over time—while often reducing transaction costs and smoothing purchase timing.
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 for the 2023-2025 performance period"
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.

FAQ

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

How many OHI shares did Lucas Golem acquire or dispose of?

Lucas M. Golem, OHI's chief accounting officer, acquired 64 common shares on October 1, 2026, at $39.37 per share through the Employee Stock Purchase Plan, including dividend reinvestment plan acquisitions. He disposed of 3 shares at $46.31 per share to cover tax withholding connected with the ESPP acquisition. No Rule 10b5-1 plan is reported.

How can OHI OP Units be redeemed for common shares?

Each OP Unit is redeemable, at the holder's election, for cash equal to the then fair market value of one Omega Healthcare Investors Inc. common share or, at the issuer's election, one common share, subject to adjustment under the partnership agreement. The September 30, 2026 transactions report conversions of 2,776 and 1,050 OP Units into the same respective common-share counts.

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

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Learn about SEC filing dates
SEC Form 4
FORM 4UNITED 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*
Golem Lucas M.

(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)
Director10% Owner
XOfficer (give title below)Other (specify below)
CHIEF ACCOUNTING 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)
XForm 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)
CodeVAmount(A) or (D)Price
Common Stock10/01/2026A64(1)A$39.371,770D
Common Stock10/01/2026D3(2)D$46.311,767D
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)
CodeV(A)(D)Date ExercisableExpiration DateTitleAmount or Number of Shares
Profits Interest Units(3)(4)09/30/2026M2,776 (5) (5)OP Units2,776$016,077D
Profits Interest Units(3)(4)09/30/2026M1,050 (5) (5)OP Units1,050$015,027D
OP Units(4)09/30/2026M2,776 (4) (4)Common Stock2,776$034,514D
OP Units(4)09/30/2026M1,050 (4) (4)Common Stock1,050$035,564D
Explanation of Responses:
1. These shares were purchased by the officer via the Company's Employee Stock Purchase Plan, and includes shares acquired pursuant to the Issuer's dividend reinvestment plan through automatic reinvestment of cash dividends.
2. Represents shares sold by the Reporting Person to cover tax withholding obligations in connection with the acquisition of shares under the ESPP.
3. 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.
4. 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.
5. 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.
/s/ Meghan C. Lyons, Attorney-in-Fact10/01/2026
** Signature of Reporting PersonDate
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)

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