Omega Healthcare (NYSE: OHI) CIO awarded 18,898 profits units in LP

Rhea-AI Filing Summary

Omega Healthcare Investors filed a Form 4 showing that Chief Investment Officer Vikas Gupta received 18,898 Profits Interest Units (PIUs) in OHI Healthcare Properties Limited Partnership on 01/13/2026 at a price of $0 per unit. Following this grant, he beneficially owns 133,064 PIUs. Each PIU represents a contingent right to receive one limited partnership unit (an OP Unit) upon vesting and satisfaction of certain tax-driven economic conditions. Each OP Unit is redeemable, at the holder’s election, for cash equal to the fair market value of one share of Omega Healthcare common stock or, at the issuer’s election, one share of common stock. The grant is subject to a three-year vesting cliff on 12/31/2028, conditioned on continued employment (with certain exceptions for qualifying termination), and the OP Units do not expire.

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

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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^*

Gupta Vikas

(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 Investment Officer

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		18,898		(3)	(3)	OP Units	18,898	$0	133,064	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.
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FAQ

What insider transaction did Omega Healthcare (OHI) report for Vikas Gupta?

Omega Healthcare reported that Chief Investment Officer Vikas Gupta was granted 18,898 Profits Interest Units (PIUs) on 01/13/2026 at a price of $0 per unit.

How many Profits Interest Units does Vikas Gupta own after this Form 4 transaction for OHI?

After the reported grant, Vikas Gupta beneficially owns 133,064 Profits Interest Units in OHI Healthcare Properties Limited Partnership, held with direct ownership.

What do the Profits Interest Units reported in Omega Healthcare (OHI) Form 4 represent?

Each PIU represents a contingent right to receive one OP Unit in OHI Healthcare Properties Limited Partnership upon vesting and satisfaction of certain tax-driven economic requirements.

How can the OP Units related to OHI’s Profits Interest Units be settled?

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

When do the Omega Healthcare (OHI) Profits Interest Units granted to Vikas Gupta vest?

The Profits Interest Units are subject to a three-year vesting cliff on 12/31/2028, requiring continued employment on the vesting date, with certain exceptions for qualifying termination.

Do the OP Units associated with the OHI Profits Interest Units have an expiration date?

No. The filing states that OP Units do not expire and that the OP Units underlying the PIUs have no expiration date.