How can the OP Units related to Omega Healthcare (OHI) be settled?

Each OP Unit is redeemable at the holder’s election for cash equal to the then fair market value of one share of Omega Healthcare common stock , or, at Omega’s election, for one share of Omega common stock , subject to adjustment under the partnership agreement.

Omega Healthcare (NYSE: OHI) CEO awarded 57,331 profits units vesting 2028

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

The reported securities are Profits Interest Units (PIUs) in OHI Healthcare Properties Limited Partnership. Each PIU gives a contingent right to receive one OP Unit upon vesting and satisfaction of certain tax-driven economic requirements, and the OP Units do not expire.

Q: What is the vesting schedule for the CEO’s Omega (OHI) Profits Interest Units?

The 57,331 PIUs granted to the CEO are subject to a three-year vesting cliff on 12/31/2028 , requiring continued employment on the vesting date, with certain exceptions for qualifying terminations of employment, and the related OP Units do not expire.

Q: What roles does the reporting person hold at Omega Healthcare (OHI)?

The reporting person, C. Taylor Pickett , is listed as both a Director and an Officer , serving as Chief Executive Officer of Omega Healthcare Investors Inc.

Filing Impact

(Neutral)

Filing Sentiment

(Neutral)

Form Type

Rhea-AI Filing Summary

Omega Healthcare Investors Inc. reported that Chief Executive Officer and director C. Taylor Pickett received an award of 57,331 Profits Interest Units (PIUs) in OHI Healthcare Properties Limited Partnership on 01/13/2026. Each PIU represents a contingent right to receive one limited partnership unit (an OP Unit) upon vesting and meeting certain tax-related economic requirements.

Each OP Unit is redeemable, at the holder’s election, for cash equal to the fair market value of one share of Omega common stock, or, at Omega’s election, one share of its common stock, and the OP Units have no expiration date. The award is subject to a three-year vesting cliff on 12/31/2028, conditioned on continued employment with specified exceptions, and brings Pickett’s total beneficially owned derivative securities to 569,974 OP Units held directly.

Insider Trade Summary

1 transaction reported

Mixed 1 txn

Insider PICKETT C TAYLOR

Role CHIEF EXECUTIVE OFFICER

Type	Security	Shares	Price	Value
Grant/Award	Profits Interest Units	57,331	$0.00	$0.00

Holdings After Transaction: Profits Interest Units — 569,974 shares (Direct)

Footnotes (3)

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. 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 adjustment as set forth in the partnership agreement. The OP Units have no expiration date.
F3. Subject to three-year vesting cliff on 12/31/2028 and subject to continued employment on the vesting date with certain exceptions for qualifying termination of employment. OP Units do not expire.

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Form 4 Insider Transactions: What Each Field Means →

Accepted by SEC EDGAR 01/15/2026 - 06:30 PM

FAQ

What insider transaction did Omega Healthcare (OHI) disclose for the CEO?

Omega Healthcare Investors Inc. disclosed that Chief Executive Officer and director C. Taylor Pickett was granted 57,331 Profits Interest Units (PIUs) in OHI Healthcare Properties Limited Partnership on 01/13/2026, reported as an acquisition of derivative securities at a price of $0 per unit.

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

The reported securities are Profits Interest Units (PIUs) in OHI Healthcare Properties Limited Partnership. Each PIU gives a contingent right to receive one OP Unit upon vesting and satisfaction of certain tax-driven economic requirements, and the OP Units do not expire.

What is the vesting schedule for the CEO’s Omega (OHI) Profits Interest Units?

The 57,331 PIUs granted to the CEO are subject to a three-year vesting cliff on 12/31/2028, requiring continued employment on the vesting date, with certain exceptions for qualifying terminations of employment, and the related OP Units do not expire.

How many derivative securities does the Omega (OHI) CEO own after this Form 4 transaction?

Following the reported grant, C. Taylor Pickett beneficially owns 569,974 derivative securities (OP Units) related to Omega Healthcare Investors Inc., held with direct ownership.

What roles does the reporting person hold at Omega Healthcare (OHI)?

The reporting person, C. Taylor Pickett, is listed as both a Director and an Officer, serving as Chief Executive Officer of Omega Healthcare Investors Inc.

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

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)

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

3. Date of Earliest Transaction (Month/Day/Year)
01/13/2026

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⁾	01/13/2026		A		57,331		⁽³⁾	⁽³⁾	OP Units	57,331	$0	569,974	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. 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 adjustment as set forth in the partnership agreement. The OP Units have no expiration date.

3. Subject to three-year vesting cliff on 12/31/2028 and subject to continued employment on the vesting date with certain exceptions for qualifying termination of employment. OP Units do not expire.

	/s/ Meghan C. Lyons, Attorney-in-Fact	01/15/2026
	** 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