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  4. [Form 4] OMEGA HEALTHCARE INVESTORS INC Insider Trading Activity

Omega Healthcare (OHI) CLO exercises 40,964 performance-based PIUs and OP Units

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

Rhea-AI Filing Summary

Omega Healthcare Investors chief legal officer Gail D. Makode reported compensation-related equity activity. On June 30, 2026, she exercised derivative awards covering a total of 40,964 units, including Profits Interest Units and OP Units, at an exercise price of $0.00 per unit.

Footnotes explain that each Profits Interest Unit can vest into one OP Unit of the operating partnership, and each OP Unit is redeemable for cash equal to the fair market value of one share of Omega common stock, or, at the company’s election, one share of common stock. The vested portions reflect 25% tranches tied to absolute and relative total shareholder return performance for the 2023–2025 period, with vesting spread across calendar quarters in 2026 and subject to continued employment. The filing shows no open‑market sales or gifts.

Positive

  • None.

Negative

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Insider Makode Gail D
Role CHIEF LEGAL OFFICER
Type Security Shares Price Value
Exercise Profits Interest Units 14,862 $0.00 $0.00
Exercise Profits Interest Units 5,620 $0.00 $0.00
Exercise OP Units 14,862 $0.00 $0.00
Exercise OP Units 5,620 $0.00 $0.00
Holdings After Transaction: Profits Interest Units — 80,719 shares (Direct); OP Units — 244,990 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.
Total derivative exercises 40,964 units Aggregate exerciseShares across four M-code transactions
First OP Unit exercise 5,620 OP Units OP Units exercised on June 30, 2026
Second OP Unit exercise 14,862 OP Units OP Units exercised on June 30, 2026
First PIU conversion 5,620 PIUs Profits Interest Units vesting into OP Units
Second PIU conversion 14,862 PIUs Profits Interest Units vesting into OP Units
OP Units holding example 244,990 OP Units Total OP Units following one exercise transaction
PIUs holding example 86,339 PIUs Profits Interest Units following one conversion transaction
Exercise price $0.00 per unit Conversion or exercise price for reported 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"

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Form 4 Insider Transactions: What Each Field Means →

FAQ

What insider transactions did Omega Healthcare (OHI) report for Gail D. Makode?
Gail D. Makode exercised derivative awards for 40,964 units. The Form 4 shows four "M" code transactions converting Profits Interest Units and OP Units at a $0.00 exercise price, with no open-market purchases, sales, gifts, or tax-withholding dispositions reported.

What are Profits Interest Units in Omega Healthcare (OHI) according to this Form 4?
Profits Interest Units represent contingent rights to OP Units. Each PIU in OHI Healthcare Properties Limited Partnership can vest into one OP Unit upon meeting vesting and tax-related conditions, giving the holder potential economic exposure similar to limited partnership interests linked to Omega common stock.

What performance metrics drove the vesting of units for Omega Healthcare (OHI) in this Form 4?
Vesting was based on total shareholder return metrics for 2023–2025. Footnotes describe Absolute Total Shareholder Return and Relative Total Shareholder Return over the 2023–2025 performance period, with the Compensation Committee certifying results on January 8, 2026.

How did the vesting schedule work for Omega Healthcare (OHI) Profits Interest Units in 2026?
Twenty‑five percent of certain PIUs vested each calendar quarter in 2026. The vesting depended on the 2023–2025 total shareholder return outcomes, continued employment, and possible accelerated vesting under specified circumstances, as certified by the Compensation Committee.

Did the Omega Healthcare (OHI) insider transaction include any sales of common stock?
No sales of common stock were reported in this Form 4. All transactions were coded "M" for exercises or conversions of derivative securities, with no "P" or "S" codes indicating open‑market purchases or sales and no tax-withholding or gift entries.
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*
Makode Gail 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)
Director10% Owner
XOfficer (give title below)Other (specify below)
CHIEF LEGAL OFFICER
2a. Foreign Trading Symbol
3. Date of Earliest Transaction (Month/Day/Year)
06/30/2026		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)06/30/2026M14,862 (3) (3)OP Units14,862$086,339D
Profits Interest Units(1)(2)06/30/2026M5,620 (4) (4)OP Units5,620$080,719D
OP Units(2)06/30/2026M14,862 (2) (2)Common Stock14,862$0239,370D
OP Units(2)06/30/2026M5,620 (2) (2)Common Stock5,620$0244,990D
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-Fact07/01/2026
** 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