OHI CIO exercises 40,966 performance-based units

OMEGA HEALTHCARE INVESTORS INC Chief Investment Officer Vikas Gupta reported compensation-related equity vesting and derivative exercises.

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Rhea-AI Filing Summary

OMEGA HEALTHCARE INVESTORS INC Chief Investment Officer Vikas Gupta reported compensation-related equity vesting and derivative exercises. On March 31, 2026, he exercised awards covering 40,966 units at an exercise price of $0.00 per unit.

These transactions reflect Profits Interest Units that vested into OP Units, and OP Units that became redeemable for cash or one share of common stock, based on Absolute and Relative Total Shareholder Return for the 2023–2025 performance period. Following the exercises, Gupta directly holds 118,201 Profits Interest Units and 225,988 OP Units, indicating a substantial continuing equity stake. The activity appears tied to previously granted performance-based awards rather than open-market buying or selling.

Insider Trade Summary

40,966 shares exercised/converted

Exercise 4 txns

Insider Gupta Vikas

Role Chief Investment Officer

Type	Security	Shares	Price	Value
Exercise	Profits Interest Units	14,863	$0.00	$0.00
Exercise	Profits Interest Units	5,620	$0.00	$0.00
Exercise	OP Units	14,863	$0.00	$0.00
Exercise	OP Units	5,620	$0.00	$0.00

Holdings After Transaction: Profits Interest Units — 112,581 contracts (Direct); OP Units — 446,356 contracts (Direct)

Footnotes (4)

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 common stock, subject to adjustment as set forth in the partnership agreement. The OP Units have no expiration date.
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.
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.

Key Figures

Total derivative exercises: 40,966 units Exercise price: $0.00 per unit Profits Interest Units held: 118,201 PIUs +3 more

6 metrics

Total derivative exercises 40,966 units Profits Interest Units and OP Units exercised on March 31, 2026

Exercise price $0.00 per unit Conversion or exercise price for reported derivative awards

Profits Interest Units held 118,201 PIUs Direct holdings following March 31, 2026 transactions

OP Units held 225,988 OP Units Direct holdings following March 31, 2026 transactions

First PIU tranche vested 14,863 PIUs Vested into OP Units based on Absolute Total Shareholder Return

Second PIU tranche vested 5,620 PIUs Vested into OP Units based on Relative Total Shareholder Return

Key Terms

Profits Interest Units, OP Units, Absolute Total Shareholder Return, Relative Total Shareholder Return

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.

Absolute Total Shareholder Return financial

"based on the Absolute Total Shareholder Return for the 2023-2025 performance period"

Absolute total shareholder return is the percentage gain or loss a shareholder realizes over a specific period from holding a company's shares, counting both the change in share price and cash distributions (dividends) paid during that period. It is calculated as (ending share price plus dividends received — starting share price) divided by the starting share price, typically expressed as a percentage; it can be reported for any chosen period and is distinct from relative TSR, which measures performance versus a benchmark. It does not by itself adjust for effects such as share dilution, spin-offs, or differing share classes unless those are explicitly incorporated into the calculation.

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.

FAQ

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

What did OHI Chief Investment Officer Vikas Gupta report in this Form 4?

Vikas Gupta reported exercising derivative awards tied to company performance. On March 31, 2026, he converted a total of 40,966 Profits Interest Units and OP Units at a $0.00 exercise price, increasing his directly held performance-based partnership and OP Units.

How many units did Vikas Gupta acquire or vest in for OHI?

Vikas Gupta exercised derivative awards covering 40,966 units in total. This includes 14,863 and 5,620 Profits Interest Units vesting into OP Units, and corresponding OP Units linked to the right to receive an equal number of common shares or cash equivalents.

What are Profits Interest Units (PIUs) reported in the OHI Form 4?

Profits Interest Units are awards in OHI Healthcare Properties Limited Partnership. Each PIU represents a contingent right to receive one OP Unit upon vesting and satisfying certain tax-driven economic requirements, giving the holder performance-based participation in the partnership’s future value.

What are OP Units and how do they relate to OHI common stock?

Each OP Unit is a limited partnership interest in OHI’s operating partnership. OP Units are redeemable, at the holder’s election, for cash equal to the fair market value of one OHI common share or, at OHI’s election, one share of its common stock, with no expiration date.

What performance conditions drove the vesting of OHI PIUs into OP Units?

The vesting was based on Absolute and Relative Total Shareholder Return for the 2023–2025 performance period. Twenty-five percent of the PIUs vested into OP Units at the end of each calendar quarter in 2026, subject to continued employment and possible accelerated vesting under specified circumstances.

How large is Vikas Gupta’s remaining equity-linked position in OHI?

After these transactions, Vikas Gupta directly holds 118,201 Profits Interest Units and 225,988 OP Units. Each PIU and OP Unit represents performance-based or redeemable interests tied to the value of OHI’s common stock or equivalent cash consideration, indicating a sizable ongoing exposure.

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

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Accepted by SEC EDGAR 04/01/2026 - 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^*

Gupta Vikas

(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)

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

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⁾	03/31/2026		M			14,863	⁽³⁾	⁽³⁾	OP Units	14,863	$0	118,201	D
Profits Interest Units	⁽¹⁾⁽²⁾	03/31/2026		M			5,620	⁽⁴⁾	⁽⁴⁾	OP Units	5,620	$0	112,581	D
OP Units	⁽²⁾	03/31/2026		M		14,863		⁽²⁾	⁽²⁾	Common Stock	14,863	$0	220,368	D
OP Units	⁽²⁾	03/31/2026		M		5,620		⁽²⁾	⁽²⁾	Common Stock	5,620	$0	225,988	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 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	04/01/2026
	** 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