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Omega Healthcare (OHI) CEO exercises performance units into additional stock

Filing Impact
(Neutral)
Filing Sentiment
(Neutral)
Form Type
4

Rhea-AI Filing Summary

Omega Healthcare Investors CEO C. Taylor Pickett exercised performance-based equity awards linked to partnership units. On March 31, 2026, he exercised Profits Interest Units into 69,226 and 26,177 OP Units, then exercised those OP Units into an equal number of common shares at a $0.00 exercise price.

The filing shows derivative exercises covering a total of 190,806 units, including 95,403 OP Units that became common stock. These awards vested based on Absolute and Relative Total Shareholder Return for the 2023–2025 period, subject to continued employment. Following the transactions, he directly holds 1,225,003 shares of common stock.

Positive

  • None.

Negative

  • None.
Insider PICKETT C TAYLOR
Role CHIEF EXECUTIVE OFFICER
Type Security Shares Price Value
Exercise Profits Interest Units 69,226 $0.00 $0.00
Exercise Profits Interest Units 26,177 $0.00 $0.00
Exercise OP Units 69,226 $0.00 $0.00
Exercise OP Units 26,177 $0.00 $0.00
Holdings After Transaction: Profits Interest Units — 474,571 shares (Direct); OP Units — 2,423,829 shares (Direct)
Footnotes (4)
  1. 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 unit of limited partnership interest (an "OP Unit") in the Operating Partnership upon vesting and the satisfaction of certain tax-driven economic requirements.
  2. F2. 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.
  3. F3. 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.
  4. F4. Represents 25% of the PIUs that vested into OP Units at the end of each calendar quarter in 2026 based on the Relative 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.
Profits Interest Units exercised 69,226 units Derivative exercise/conversion on March 31, 2026
Additional Profits Interest Units exercised 26,177 units Derivative exercise/conversion on March 31, 2026
Total derivative units exercised 190,806 units ExerciseShares in transaction summary
OP Units converted to common 95,403 units 69,226 and 26,177 OP Units into common stock
Shares after transactions 1,225,003 shares Total common stock directly held after March 31, 2026
Exercise price per unit $0.00 per unit Reported conversion/exercise price for derivative transactions
Profits Interest Units financial
"Represents Profits Interest Units ("PIUs") in OHI Healthcare Properties Limited Partnership"
OP Units financial
"Each PIU represents a contingent right to receive one unit of limited partnership interest (an "OP Unit")"
OP units are ownership stakes in an operating partnership that sits beneath a public parent company, commonly used by real estate and energy firms to hold assets and distributions. Think of them like special shares in a subsidiary: they give economic rights to profits and cash payouts but are structured differently from the parent’s common stock, so investors watch OP unit issuance because it can change the effective ownership, future distributions, and potential dilution of the parent company’s equity.
Absolute Total Shareholder Return financial
"based on the Absolute Total Shareholder Return for the 2023-2025 performance period"
Relative Total Shareholder Return financial
"based on the Relative Total Shareholder Return for the 2023-2025 performance period"
Relative total shareholder return measures how much an investor’s gain from a company — including stock price changes and dividends — beats or lags a chosen benchmark or peer group over a set time. Think of it as a race: it shows whether the company outpaced rivals or the market, which helps investors and boards judge performance, compare returns fairly, and link results to pay or investment decisions.
limited partnership interest financial
"one unit of limited partnership interest (an "OP Unit") in the Operating Partnership"

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

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FAQ

What did Omega Healthcare (OHI) CEO C. Taylor Pickett report in this Form 4?
He reported exercising performance-based equity awards. Profits Interest Units first converted into OP Units, which then converted into common stock at a zero exercise price, increasing his direct common share holdings as of March 31, 2026.

How many derivative units did the Omega Healthcare (OHI) CEO exercise?
The filing shows derivative exercises covering 190,806 units. This includes Profits Interest Units that vested into OP Units, and OP Units that were then exercised into an equal number of common shares, all at a reported exercise price of $0.00 per unit.

How many Omega Healthcare (OHI) common shares were acquired through OP Unit conversion?
OP Unit exercises covered 69,226 and 26,177 units, totaling 95,403 OP Units. Each OP Unit was exercisable into one share of Omega Healthcare common stock or cash of equal value, resulting in 95,403 underlying common shares tied to these conversions.

What is the CEO’s direct Omega Healthcare (OHI) common share ownership after these transactions?
After the March 31, 2026 derivative exercises, the CEO’s direct holdings are reported at 1,225,003 shares of Omega Healthcare common stock. This figure reflects his position following the conversions described in the Form 4 filing.

How were the Omega Healthcare (OHI) Profits Interest Units structured to vest?
The Profits Interest Units vested into OP Units based on Absolute and Relative Total Shareholder Return for the 2023–2025 performance period. Vesting occurred in 25% tranches each calendar quarter in 2026, subject to continued employment and certain accelerated vesting conditions.

What flexibility do Omega Healthcare (OHI) OP Units provide to the holder and issuer?
Each OP Unit is redeemable at the holder’s election for cash equal to the fair market value of one Omega Healthcare common share, or, at the issuer’s election, one share of common stock. The OP Units have no expiration date under the partnership agreement.
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*
PICKETT C TAYLOR
(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)
XDirector10% Owner
XOfficer (give title below)Other (specify below)
CHIEF EXECUTIVE OFFICER
2a. Foreign Trading Symbol
3. Date of Earliest Transaction (Month/Day/Year)
03/31/2026		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
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(1)(2)03/31/2026M69,226 (3) (3)OP Units69,226$0500,748D
Profits Interest Units(1)(2)03/31/2026M26,177 (4) (4)OP Units26,177$0474,571D
OP Units(2)03/31/2026M69,226 (2) (2)Common Stock69,226$01,198,826D
OP Units(2)03/31/2026M26,177 (2) (2)Common Stock26,177$01,225,003D
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 unit of limited partnership interest (an "OP Unit") in the Operating Partnership upon vesting and the satisfaction of certain tax-driven economic requirements.
2. 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.
3. 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.
4. Represents 25% of the PIUs that vested into OP Units at the end of each calendar quarter in 2026 based on the Relative 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-Fact04/01/2026
** 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)

Source: View Original Filing on SEC EDGAR