Omega Healthcare Investors (NYSE: OHI) CAO details ESPP buys and OP Unit conversions

Rhea-AI Filing Summary

Omega Healthcare Investors chief accounting officer reported routine share activity involving company stock. On 01/01/2026, the officer acquired 173 shares of common stock at $35.89 through the company’s Employee Stock Purchase Plan, then disposed of 12 shares at $44.34 to cover tax withholding tied to that ESPP purchase. After these transactions, the officer directly beneficially owned 4,348 shares of common stock.

The filing also details vesting activity in performance-based and time-based Profits Interest Units (PIUs) in OHI Healthcare Properties Limited Partnership that convert into OP Units, and related redemptions of OP Units into common stock. On 12/31/2025, multiple tranches of PIUs vested into OP Units and OP Units were redeemed for an aggregate of 34,235 shares of common stock at a stated exercise price of $0, resulting in beneficial ownership of 127,839 shares of common stock after the reported derivative transactions.

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

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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^*

Ballew Neal

(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)
	CHIEF ACCOUNTING OFFICER

3. Date of Earliest Transaction (Month/Day/Year)
12/31/2025

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
Common Stock	01/01/2026		A		173(1)	A	$35.89	4,360	D
Common Stock	01/01/2026		F		12(2)	D	$44.34	4,348	D

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	(3)(4)	12/31/2025		M			9,248	(5)	(5)	OP Units	9,248	$0	53,335	D
Profits Interest Units	(3)(4)	12/31/2025		M			9,579	(6)	(6)	OP Units	9,579	$0	43,756	D
Profits Interest Units	(3)(4)	12/31/2025		M			15,408	(7)	(7)	OP Units	15,408	$0	28,348	D
OP Units	(4)	12/31/2025		M		9,248		(4)	(4)	Common Stock	9,248	$0	102,852	D
OP Units	(4)	12/31/2025		M		9,579		(4)	(4)	Common Stock	9,579	$0	112,431	D
OP Units	(4)	12/31/2025		M		15,408		(4)	(4)	Common Stock	15,408	$0	127,839	D

Explanation of Responses:

1. These shares were purchased via the Company's Employee Stock Purchase Plan ("ESPP")

2. Represents shares sold by the Reporting Person to cover tax withholding obligations in connection with the acquisition of shares under the ESPP.

3. 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.

4. 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 continued employment and accelerated vesting under certain circumstances.

5. Represents 25% of the PIUs that vesting into OP Units at the end of each calendar quarter in 2025 based on the Absolute Total Shareholder Return for the 2022-2024 performance period, subject to continued employment and accelerated vesting under certain circumstances.

6. Represents 25% of the PIUs that vesting into OP Units at the end of each calendar quarter in 2025 based on the Relative Total Shareholder Return for the 2022-2024 performance period, subject to continued employment and accelerated vesting under certain circumstances.

7. Represents PIUs subject to three-year time-based vesting into OP Units that were granted in 2023, subject to continued employment and accelerated vesting under certain circumstances.

	/s/ Meghan C. Lyons , Attorney-in-Fact	01/02/2026
	** Signature of Reporting Person	Date
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FAQ

What insider transaction did Omega Healthcare Investors (OHI) report in this Form 4?

The chief accounting officer of Omega Healthcare Investors reported acquiring 173 shares of common stock at $35.89 through the Employee Stock Purchase Plan and selling 12 shares at $44.34 to cover tax withholding tied to that ESPP purchase.

How many Omega Healthcare Investors (OHI) shares does the officer own after these transactions?

Following the non-derivative transactions, the officer directly beneficially owned 4,348 shares of Omega Healthcare Investors common stock. After the reported derivative transactions involving OP Units, beneficial ownership of common stock increased to 127,839 shares.

What derivative securities are involved in this Omega Healthcare Investors (OHI) Form 4?

The filing reports activity in Profits Interest Units (PIUs) of OHI Healthcare Properties Limited Partnership, which vest into OP Units. Each OP Unit is redeemable 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.

What performance conditions affect the PIUs reported for Omega Healthcare Investors (OHI)?

Certain PIUs vest into OP Units based on Absolute Total Shareholder Return and Relative Total Shareholder Return for the 2022–2024 performance period, with 25% of those PIUs vesting into OP Units at the end of each calendar quarter in 2025, subject to continued employment and possible accelerated vesting.

Are there time-based vesting units in this Omega Healthcare Investors (OHI) filing?

Yes. The filing states that some PIUs are subject to three-year time-based vesting into OP Units, granted in 2023, and are also subject to continued employment and potential accelerated vesting in certain circumstances.

What was the exercise price for the OP Units converting into Omega Healthcare Investors (OHI) common stock?

The OP Units reported as converting into common stock on 12/31/2025 had an exercise price of $0, consistent with the nature of these partnership units and their conversion mechanics described in the filing.