Omega Healthcare (NYSE: OHI) CLO granted Profits Interest Units

Rhea-AI Filing Summary

Omega Healthcare Investors reported a Form 4 for Chief Legal Officer Gail D. Makode covering performance-based equity awards in the form of Profits Interest Units (PIUs) in OHI Healthcare Properties Limited Partnership. On January 8, 2026, Makode acquired 59,449 PIUs and 22,480 PIUs at a price of $0 per unit, all held directly. Each PIU represents a contingent right to receive one OP Unit of the partnership upon vesting and meeting specified tax-related economic conditions, and OP Units do not expire.

The PIUs were earned, but not yet vested, based on Absolute and Relative Total Shareholder Return for the 2023–2025 performance period, as certified by the Compensation Committee as of January 8, 2026. Twenty-five percent of the earned PIUs will vest at the end of each quarter of 2026, subject to continued employment and possible accelerated vesting upon certain 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

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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^*

Makode Gail D

(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)
	CHIEF LEGAL OFFICER

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	87,797	D
Profits Interest Units	(1)(4)	01/08/2026		A		22,480		(3)	(3)	OP Units	22,480	$0	110,277	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 2023-2025 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).
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FAQ

What insider transaction did Omega Healthcare (OHI) disclose in this Form 4?

The filing shows that Chief Legal Officer Gail D. Makode acquired Profits Interest Units (PIUs) in OHI Healthcare Properties Limited Partnership on January 8, 2026 as performance-based equity awards.

How many Profits Interest Units did the Omega Healthcare CLO acquire?

The Form 4 reports two direct acquisitions: 59,449 Profits Interest Units and 22,480 Profits Interest Units, each at a price of $0 per unit.

What do the Profits Interest Units (PIUs) reported by OHI represent?

Each PIU represents a contingent right to receive one unit of limited partnership interest (OP Unit) in OHI Healthcare Properties Limited Partnership when vesting and certain tax-driven economic requirements are satisfied. The filing states that OP Units do not expire.

What performance period are the Omega Healthcare PIUs based on?

The PIUs have been earned, but not yet vested, based on Absolute and Relative Total Shareholder Return for the 2023–2025 performance period, as certified by the Compensation Committee as of January 8, 2026.

What is the vesting schedule for the Omega Healthcare CLO’s PIUs?

The filing explains that 25% of the PIUs earned for the 2023–2025 performance period will vest at the end of each quarter of 2026, subject to continued employment and to accelerated vesting upon certain events.

Are the Profits Interest Units held directly or indirectly by the reporting person?

The Form 4 indicates that the Profits Interest Units are held directly (D) by Gail D. Makode, with no separate nature of indirect beneficial ownership disclosed.