[Form 4] OMEGA HEALTHCARE INVESTORS INC Insider Trading Activity

Rhea-AI Filing Summary

Insider transactions by Neal Ballew at Omega Healthcare Investors (OHI) show purchases and vesting activity tied to compensation programs. On 10/01/2025 the reporting person purchased 201 shares under the company ESPP at $31.16 and simultaneously sold 201 shares to cover tax withholding at $42.22, leaving 4,187 shares beneficially owned after the sale. Separately, portions of performance-based Profits Interest Units (PIUs) vested on 09/30/2025, converting to OP Units and increasing direct ownership: 9,248 and 9,579 PIUs vested into corresponding OP Units, raising OP Unit and equivalent common stock holdings as disclosed. Explanations state vesting occurred quarterly in 2025 based on Absolute and Relative TSR for 2022–2024 and OP Units are redeemable for cash or common stock with no expiration.

Positive

• Officer acquired 201 shares through the ESPP, demonstrating participation in the company's employee ownership program
• Performance-based PIUs vested and converted to OP Units, increasing the reporting person's aligned economic interest with shareholders

Negative

• None.

Insights

Corporate Governance Expert

TL;DR: Routine insider compensation vesting and ESPP purchase; aligns officer interests with shareholders without signaling unusual insider timing.

The Form 4 documents standard ESPP participation and conversion of performance-based PIUs into OP Units tied to a multi-year TSR performance period. Quarterly vesting of 25% tranches is consistent with customary long-term incentive structures. The OP Units' redeemability for cash or stock preserves economic alignment while deferring dilution until redemption. No single large disposition or unexplained sale is reported; the only sale equals shares withheld to satisfy tax obligations related to the ESPP.

Compensation Analyst

TL;DR: Vesting of PIUs and ESPP purchase reflect expected compensation mechanics and increased equity exposure for the reporting officer.

The conversion of 9,248 and 9,579 PIUs into OP Units increases the officer's ownership stake in the operating partnership and potential equity exposure to OHI common stock. ESPP purchase at $31.16 coupled with a tax-cover sale at $42.22 indicates routine tax withholding rather than discretionary monetization. These movements are typical for executive pay realization following achievement of TSR goals for the 2022–2024 period.

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).

1. Name and Address of Reporting Person^*

Ballew Neal

(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 ACCOUNTING OFFICER

3. Date of Earliest Transaction (Month/Day/Year)
09/30/2025

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
Common Stock	10/01/2025		A		201(1)	A	$31.16	4,204	D
Common Stock	10/01/2025		F		17(2)	D	$42.22	4,187	D

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	(3)(4)	09/30/2025		M			9,248	(5)	(5)	OP Units	9,248	$0	72,162	D
Profits Interest Units	(3)(4)	09/30/2025		M			9,579	(6)	(6)	OP Units	9,579	$0	62,583	D
OP Units	(4)	09/30/2025		M		9,248		(4)	(4)	Common Stock	9,248	$0	84,025	D
OP Units	(4)	09/30/2025		M		9,579		(4)	(4)	Common Stock	9,579	$0	93,604	D

Explanation of Responses:

1. These shares were purchased via the Company's Employee Stock Purchase Plan ("ESPP").

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 (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.

5. Represents 25% of the PIUs that vested into OP Units at the end of each calendar quarter in 2025 based on the Absolute Total Shareholder Return for the 2022-2024 performance period, subject to continued employment and accelerated vesting under certain circumstances.

6. Represents 25% of the PIUs that vested into OP Units at the end of each calendar quarter in 2025 based on the Relative Total Shareholder Return for the 2022-2024 performance period, subject to continued employment and accelerated vesting under certain circumstances.

	/s/ Meghan C. Lyons, Attorney-in-Fact	10/01/2025
	** 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 transactions were reported for Neal Ballew at OHI on this Form 4?

The Form 4 reports an ESPP purchase of 201 shares at $31.16 and a sale of 201 shares to cover tax withholding at $42.22, plus vesting of PIUs into OP Units on 09/30/2025.

How many Profits Interest Units vested and converted to OP Units?

9,248 and 9,579 PIUs vested on 09/30/2025 and converted into OP Units as disclosed.

What caused the PIU vesting reported on the form?

The PIUs vested based on the Absolute and Relative Total Shareholder Return for the 2022–2024 performance period, with vesting occurring quarterly in 2025.

What is an OP Unit and how does it relate to OHI common stock?

Each OP Unit is redeemable for cash equal to the fair market value of one share of OHI common stock, or for one share of common stock at the issuer's election; OP Units have no expiration date.

Did the reporting person sell shares for reasons other than tax withholding?

No. The only sale reported on 10/01/2025 represents shares sold to cover tax withholding obligations in connection with the ESPP acquisition.