Omega Healthcare (OHI) president receives 42,805 Profits Interest Units grant

Rhea-AI Filing Summary

Omega Healthcare Investors' president Matthew Paul Gourmand reported a grant of 42,805 Profits Interest Units on 01/13/2026. These are derivative securities in OHI Healthcare Properties Limited Partnership, where Omega Healthcare Investors is the general partner, and were granted at a price of $0 per unit.

Each Profits Interest Unit represents a contingent right to receive one OP Unit upon vesting and meeting certain tax-driven economic requirements. Each OP Unit can be redeemed at the holder’s election for cash equal to the fair market value of one share of Omega Healthcare Investors common stock or, at the issuer’s election, one share of common stock. After this grant, Gourmand beneficially owns 160,767 derivative securities. The units are subject to a three-year vesting cliff on 12/31/2028, requiring continued employment through the vesting date, with certain exceptions for qualifying terminations, and the OP Units do not expire.

Insider Trade Summary

1 transaction reported

Mixed 1 txn

Insider Gourmand Matthew Paul

Role President

Type	Security	Shares	Price	Value
Grant/Award	Profits Interest Units	42,805	$0.00	$0.00

Holdings After Transaction: Profits Interest Units — 160,767 shares (Direct)

Footnotes (3)

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 (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. F2. 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.
3. F3. Subject to three-year vesting cliff on 12/31/2028 and subject to continued employment on the vesting date with certain exceptions for qualifying termination of employment. OP Units do not expire.

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Form 4 Insider Transactions: What Each Field Means →

Accepted by SEC EDGAR 01/15/2026 - 06:30 PM Learn about SEC filing dates

FAQ

What insider transaction did Omega Healthcare (OHI) report for its president?

The president, Matthew Paul Gourmand, reported the grant of 42,805 Profits Interest Units on 01/13/2026 at a price of $0 per unit.

How many Profits Interest Units were granted in the latest Omega Healthcare (OHI) Form 4?

The filing shows a grant of 42,805 Profits Interest Units to the reporting person on 01/13/2026.

What are Profits Interest Units and OP Units in the Omega Healthcare (OHI) filing?

Profits Interest Units (PIUs) are interests in OHI Healthcare Properties Limited Partnership. Each PIU, upon vesting and certain tax-based conditions, converts into one OP Unit, which is a limited partnership interest.

How can the OP Units referenced in the Omega Healthcare (OHI) Form 4 be redeemed?

Each OP Unit is redeemable at the holder’s election for cash equal to the fair market value of one share of Omega common stock or, at the issuer’s election, one share of common stock, subject to partnership agreement adjustments.

When do the granted Profits Interest Units in Omega Healthcare (OHI) vest?

The units are subject to a three-year vesting cliff on 12/31/2028, requiring continued employment through that date, with certain exceptions for qualifying termination of employment.

What is the president’s total derivative holdings after this Omega Healthcare (OHI) transaction?

Following the reported grant, the president beneficially owns 160,767 derivative securities, held with direct ownership.

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^*

Gourmand Matthew Paul

(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)
	President

3. Date of Earliest Transaction (Month/Day/Year)
01/13/2026

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)	01/13/2026		A		42,805		(3)	(3)	OP Units	42,805	$0	160,767	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. 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.

3. Subject to three-year vesting cliff on 12/31/2028 and subject to continued employment on the vesting date with certain exceptions for qualifying termination of employment. OP Units do not expire.

	/s/ Meghan C. Lyons, Attorney-in-Fact	01/15/2026
	** 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.