Omega Healthcare (NYSE: OHI) CFO converts 79,298 incentive units into equity exposure
Rhea-AI Filing Summary
Omega Healthcare Investors' chief financial officer Robert O. Stephenson reported compensation-related equity activity involving partnership and profits interest units. On June 30, 2026, he exercised or converted derivative awards covering a total of 79,298 units, including OP Units that are exchangeable into common stock and Profits Interest Units that convert into OP Units. The transactions were recorded at an exercise price of $0.00 per unit, reflecting incentive awards rather than open-market purchases. Following these conversions, he directly holds 758,743 shares of common stock and continues to hold OP Units and Profits Interest Units, which are tied to performance measures such as Absolute and Relative Total Shareholder Return for the 2023–2025 period.
Positive
- None.
Negative
- None.
Insider Trade Summary
79,298 shares exercised/converted
Exercise
4 txns
Insider
STEPHENSON ROBERT O
Role
CHIEF FINANCIAL OFFICER
| Type | Security | Shares | Price | Value |
|---|---|---|---|---|
| Exercise | Profits Interest Units | 28,770 | $0.00 | $0.00 |
| Exercise | Profits Interest Units | 10,879 | $0.00 | $0.00 |
| Exercise | OP Units | 28,770 | $0.00 | $0.00 |
| Exercise | OP Units | 10,879 | $0.00 | $0.00 |
Holdings After Transaction:
Profits Interest Units — 152,076 shares (Direct);
OP Units — 758,743 shares (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 units exercised/converted: 79,298 units
OP Units to common stock (lot 1): 10,879 units
OP Units to common stock (lot 2): 28,770 units
+4 more
7 metrics
Total derivative units exercised/converted
79,298 units
Derivative exercises and conversions on June 30, 2026
OP Units to common stock (lot 1)
10,879 units
OP Units exercised into common stock on June 30, 2026
OP Units to common stock (lot 2)
28,770 units
OP Units exercised into common stock on June 30, 2026
CFO common stock holdings after transaction
758,743 shares
Direct common stock position following one June 30, 2026 exercise
Profits Interest Units converted to OP Units (lot 1)
10,879 units
PIUs vesting into OP Units on June 30, 2026
Profits Interest Units converted to OP Units (lot 2)
28,770 units
PIUs vesting into OP Units on June 30, 2026
Profits Interest Units holdings after transaction
162,955 units
Profits Interest Units position after June 30, 2026 conversions
Key Terms
Profits Interest Units, OP Units, Absolute Total Shareholder Return, Relative Total Shareholder Return, +1 more
5 terms
Profits Interest Units financial
"Represents Profits Interest Units ("PIUs") in OHI Healthcare Properties Limited Partnership"
OP Units financial
"Each OP Unit is redeemable at the election of the holder for cash"
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.
Compensation Committee financial
"as certified by the Compensation Committee on January 8, 2026"
A compensation committee is a group within a company's leadership responsible for setting and reviewing how much top executives and employees are paid, including salaries, bonuses, and benefits. It matters to investors because fair and effective pay decisions can influence a company's performance, leadership motivation, and overall governance, helping ensure that the company’s management is aligned with shareholders’ interests.
AI-generated analysis. How Rhea-AI works. Not financial advice.
FAQ
What insider transactions did Omega Healthcare (OHI) report for its CFO?
Omega Healthcare’s CFO Robert O. Stephenson exercised or converted derivative awards for 79,298 units on June 30, 2026. These transactions involved OP Units and Profits Interest Units tied to his incentive compensation, not open-market buying or selling of existing shares.
What are Profits Interest Units in Omega Healthcare’s structure?
Profits Interest Units are awards in OHI Healthcare Properties Limited Partnership that can convert into OP Units upon vesting and meeting tax-related economic conditions. Each PIU represents a contingent right to one OP Unit, giving the holder participation in partnership value growth.
How do Omega Healthcare (OHI) OP Units relate to common stock?
Each OP Unit in OHI Healthcare Properties Limited Partnership is redeemable at the holder’s election for cash equal to the fair market value of one Omega Healthcare common share, or, at the issuer’s election, one share of common stock. The OP Units have no expiration date.
What performance metrics drove the vesting of the CFO’s Profits Interest Units at Omega Healthcare?
The Profits Interest Units vested into OP Units based on Absolute Total Shareholder Return and Relative Total Shareholder Return for the 2023–2025 performance period. Vesting also required continued employment, with the Compensation Committee certifying results on January 8, 2026.
Were the Omega Healthcare (OHI) CFO’s transactions open-market buys or sells?
No. The reported Form 4 transactions are coded as derivative exercises or conversions at an exercise price of $0.00 per unit. They reflect vesting and conversion of incentive awards, rather than open-market purchases or sales of Omega Healthcare common stock.