Omega Healthcare director awarded 3,814 Profits Units

Omega Healthcare Investors director Stephen D. Plavin reported equity-based compensation and a derivative conversion.

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Rhea-AI Filing Summary

Omega Healthcare Investors director Stephen D. Plavin reported equity-based compensation and a derivative conversion. On June 5, 2026, he received a grant of 3,814 Profits Interest Units (PIUs) in OHI Healthcare Properties Limited Partnership at a price of $0.00 per unit.

All 4,424 of his previously granted PIUs from June 6, 2025 vested and converted into 4,424 OP Units on the same date. Following the conversion, he directly holds 23,215 OP Units. Each OP Unit can be redeemed for cash equal to the fair market value of one share of Omega Healthcare common stock, or, at the company’s election, one share of common stock. The new 2026 PIUs will vest in full on the date of the company’s 2027 Annual Meeting of Shareholders, subject to continued service.

Insider Trade Summary

8,848 shares exercised/converted

Exercise 3 txns

Insider PLAVIN STEPHEN D

Role Director

Type	Security	Shares	Price	Value
Exercise	Profits Interest Units	4,424	$0.00	$0.00
Exercise	OP Units	4,424	$0.00	$0.00
Grant/Award	Profits Interest Units	3,814	$0.00	$0.00

Holdings After Transaction: OP Units — 23,215 contracts (Direct); Profits Interest Units — 3,814 contracts (Direct)

Footnotes (5)

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.
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's common stock, subject to adjustment as set forth in the partnership agreement. OP Units do not expire.
F3. 100% of the reporting person's PIUs granted on June 6, 2025 vested and converted into OP Units on June 5, 2026.
F4. Represents the annual grant of stock the reporting person election to receive as Profits Interest Units.
F5. 100% of the reporting person's PIUs granted on June 5, 2026 will vest on the date of the Company's 2027 Annual Meeting of Shareholders, subject to continued service.

Key Figures

New PIU grant: 3,814 Profits Interest Units PIUs converted: 4,424 Profits Interest Units OP Units after transactions: 23,215 OP Units +2 more

5 metrics

New PIU grant 3,814 Profits Interest Units Granted on June 5, 2026 at $0.00 per unit

PIUs converted 4,424 Profits Interest Units Vested and converted into 4,424 OP Units on June 5, 2026

OP Units after transactions 23,215 OP Units Direct holdings following June 5, 2026 conversion

Derivative exercises 8,848 units Total derivative exercise shares in this filing

Exercise price $0.00 per unit Conversion or exercise price for PIUs and OP Units

Key Terms

Profits Interest Units, OP Units, fair market value, Annual Meeting of Shareholders

4 terms

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.

fair market value financial

"Each OP Unit is redeemable at the election of the holder for cash equal to the then fair market value of one share"

The price a willing buyer and a willing seller would agree on for an asset or security when neither is under pressure and both have access to the same information. Think of it as the market’s neutral estimate of what something is worth, like the price two neighbors would settle on for a car after comparing similar listings. Investors care because fair market value guides buying and selling decisions, tax reporting, portfolio valuation, and how accurately company assets are reflected in financial statements.

Annual Meeting of Shareholders financial

"PIUs granted on June 5, 2026 will vest on the date of the Company's 2027 Annual Meeting of Shareholders"

A yearly gathering where a company’s owners (shareholders) vote on key items like electing the board, approving executive pay, and ratifying auditors, and receive updates on performance and strategy. Think of it as an annual town hall for owners: it matters to investors because outcomes and disclosures can affect leadership, corporate direction, dividend and governance policies, and therefore the company’s risk and potential return.

FAQ

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

What did Omega Healthcare (OHI) director Stephen Plavin report in this Form 4?

Stephen D. Plavin reported equity-based compensation and a derivative conversion. He received 3,814 Profits Interest Units and saw 4,424 previously granted PIUs vest and convert into 4,424 OP Units, which are economically linked to Omega Healthcare common stock.

How many Profits Interest Units did OHI director Stephen Plavin receive?

Stephen Plavin received a grant of 3,814 Profits Interest Units on June 5, 2026. These units represent a contingent right to receive OP Units upon vesting and meeting certain tax-driven economic requirements, functioning as part of his equity-based compensation in Omega Healthcare’s operating partnership.

What happened to Stephen Plavin’s previously granted Profits Interest Units at Omega Healthcare?

All 4,424 of Stephen Plavin’s Profits Interest Units granted on June 6, 2025 vested and converted into 4,424 OP Units on June 5, 2026. This conversion reflects a routine derivative exercise rather than an open-market stock purchase or sale of Omega Healthcare common shares.

What are OP Units in the Omega Healthcare structure, as reported in this Form 4?

OP Units are limited partnership interests in OHI Healthcare Properties Limited Partnership. Each OP Unit is redeemable for cash equal to the fair market value of one Omega Healthcare common share or, at the company’s election, one share of its common stock, with no stated expiration date.

How many OP Units does Stephen Plavin hold after these Omega Healthcare transactions?

After the June 5, 2026 transactions, Stephen Plavin directly holds 23,215 OP Units. This reflects the addition of 4,424 OP Units from the vesting and conversion of prior Profits Interest Units, as disclosed in the Form 4, alongside his existing OP Unit position.

When will Stephen Plavin’s new 2026 Profits Interest Units in OHI vest?

The Profits Interest Units granted to Stephen Plavin on June 5, 2026 will vest 100% on the date of Omega Healthcare’s 2027 Annual Meeting of Shareholders. Vesting is conditioned on his continued service with the company through that meeting date, according to the disclosure.

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Form 4 Insider Transactions: What Each Field Means →

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Accepted by SEC EDGAR 06/09/2026 - 04:15 PM EDT

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^*

PLAVIN STEPHEN D

(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)

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

2a. Foreign Trading Symbol

3. Date of Earliest Transaction (Month/Day/Year)
06/05/2026

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form 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)
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⁾	06/05/2026		M			4,424	⁽³⁾	⁽³⁾	OP Units	4,424	$0	0	D
OP Units	⁽²⁾	06/05/2026		M		4,424		⁽²⁾	⁽²⁾	Common Stock	4,424	$0	23,215	D
Profits Interest Units	⁽¹⁾⁽²⁾	06/05/2026		A		3,814⁽⁴⁾		⁽⁵⁾	⁽⁵⁾	OP Units	3,814	$0	3,814	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 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's common stock, subject to adjustment as set forth in the partnership agreement. OP Units do not expire.

3. 100% of the reporting person's PIUs granted on June 6, 2025 vested and converted into OP Units on June 5, 2026.

4. Represents the annual grant of stock the reporting person election to receive as Profits Interest Units.

5. 100% of the reporting person's PIUs granted on June 5, 2026 will vest on the date of the Company's 2027 Annual Meeting of Shareholders, subject to continued service.

	/s/ Meghan C. Lyons, Attorney-in-Fact	06/09/2026
	** 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.
* Form 4: SEC 1474 (03-26)

Source: View Original Filing on SEC EDGAR