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Omega Healthcare (OHI) CEO details OP unit redemptions and PIU vesting

Filing Impact
(Neutral)
Filing Sentiment
(Neutral)
Form Type
4

Rhea-AI Filing Summary

Omega Healthcare Investors insider reporting shows activity by its Chief Executive Officer and director involving operating partnership units and performance-based awards. On December 30, 2025, the reporting person redeemed 200,000 OP Units in OHI Healthcare Properties Limited Partnership, which are exchangeable for cash equal to the average closing price of Omega’s common stock over a 10-day period, noted here as $45.25 per share equivalent. The filing also details multiple awards of Profits Interest Units that can vest into OP Units and, in some cases, be settled in common stock, with several transactions reported at an exercise price of $0.

The report states that a portion of the OP Unit redemption, tied to 20,000 underlying shares, was matchable under Section 16(b) against a prior purchase on November 5, 2025, and the insider paid $22,144.00 to the company as the full profit on that short-swing transaction.

Positive

  • None.

Negative

  • None.
Insider PICKETT C TAYLOR
Role CHIEF EXECUTIVE OFFICER
Sold 200,000 shs ($0.00)
Type Security Shares Price Value
Exercise Profits Interest Units 60,459 $0.00 $0.00
Exercise Profits Interest Units 62,622 $0.00 $0.00
Exercise Profits Interest Units 71,770 $0.00 $0.00
Exercise OP Units 60,459 $0.00 $0.00
Exercise OP Units 62,622 $0.00 $0.00
Exercise OP Units 71,770 $0.00 $0.00
Sale OP Units 200,000 $0.00 $0.00
Holdings After Transaction: OP Units — 4,117,391 shares (Direct); Profits Interest Units — 131,033 shares (Direct)
Footnotes (7)
  1. F1. The reporting person redeemed 200,000 units of limited partnership interest (each, an "OP Unit") in OHI Healthcare Properties Limited Partnership, of which Omega Healthcare Investors, Inc. (the "Company") is the general partner. Each OP Unit was redeemed for an amount of cash equal to the average of the daily closing price of the Company's common stock on the New York Stock Exchange for the10 consecutive trading days immediately preceding the Company's receipt of the notice of redemption, or $45.25.
  2. F2. The reporting person's redemption of OP Units herein was matchable under Section 16(b) of the Securities Exchange Act of 1934, to the extent of 20,000 underlying shares, with the reporting person's purchase of 20,000 shares of the Company's common stock on November 5, 2025. The reporting person has paid $22,144.00 to the Company, representing the full amount of profit realized in connection with the short-swing transaction.
  3. F3. 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. The OP Units have no expiration date.
  4. F4. 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.
  5. F5. 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. F6. 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. F7. 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.

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Form 4 Insider Transactions: What Each Field Means →

FAQ

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

The Chief Executive Officer and director of Omega Healthcare Investors reported redeeming 200,000 OP Units in OHI Healthcare Properties Limited Partnership, which can be settled for cash based on the fair market value of one share of Omega common stock.

What price was used to redeem the OP Units reported by Omega Healthcare (OHI)?

Each OP Unit was redeemed for cash equal to the average closing price of Omega’s common stock over 10 consecutive trading days, stated in the filing as $45.25 per share equivalent.

Why did the Omega Healthcare (OHI) insider pay $22,144 to the company?

The filing states that part of the OP Unit redemption, involving 20,000 underlying shares, was matchable under Section 16(b) with a prior purchase on November 5, 2025, and the reporting person paid $22,144.00 to Omega Healthcare Investors, representing the full profit from that short-swing transaction.

What are OP Units and Profits Interest Units in the Omega Healthcare structure?

OP Units are units of limited partnership interest in OHI Healthcare Properties Limited Partnership, redeemable 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. Profits Interest Units (PIUs) are contingent rights that can vest into OP Units once certain vesting and tax-related conditions are met.

How do the Omega Healthcare (OHI) PIUs vest according to this filing?

The filing explains that some PIUs vest into OP Units based on Absolute Total Shareholder Return and Relative Total Shareholder Return for the 2022–2024 performance period, with 25% vesting at the end of each calendar quarter in 2025, subject to continued employment and possible accelerated vesting. Other PIUs follow a three-year time-based vesting schedule.

Does the Omega Healthcare (OHI) CEO hold derivative securities after these transactions?

Yes. Table II shows the CEO continues to hold derivative interests, including OP Units and Profits Interest Units, with various blocks linked to underlying Common Stock or OP Units, all reported with an exercise price of $0 in this excerpt.

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*
PICKETT C TAYLOR
(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)
X Director 10% Owner
X Officer (give title below) Other (specify below)
CHIEF EXECUTIVE OFFICER
3. Date of Earliest Transaction (Month/Day/Year)
12/30/2025
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
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
OP Units (1) 12/30/2025 S(1)(2) 200,000 (3) (3) Common Stock 200,000 $0 934,750 D
Profits Interest Units (3)(4) 12/31/2025 M 60,459 (5) (5) OP Units 60,459 $0 265,425 D
Profits Interest Units (3)(4) 12/31/2025 M 62,622 (6) (6) OP Units 62,622 $0 202,803 D
Profits Interest Units (3)(4) 12/31/2025 M 71,770 (7) (7) OP Units 71,770 $0 131,033 D
OP Units (3) 12/31/2025 M 60,459 (3) (3) Common Stock 60,459 $0 995,209 D
OP Units (3) 12/31/2025 M 62,622 (3) (3) Common Stock 62,622 $0 1,057,831 D
OP Units (3) 12/31/2025 M 71,770 (3) (3) Common Stock 71,770 $0 1,129,601 D
Explanation of Responses:
1. The reporting person redeemed 200,000 units of limited partnership interest (each, an "OP Unit") in OHI Healthcare Properties Limited Partnership, of which Omega Healthcare Investors, Inc. (the "Company") is the general partner. Each OP Unit was redeemed for an amount of cash equal to the average of the daily closing price of the Company's common stock on the New York Stock Exchange for the10 consecutive trading days immediately preceding the Company's receipt of the notice of redemption, or $45.25.
2. The reporting person's redemption of OP Units herein was matchable under Section 16(b) of the Securities Exchange Act of 1934, to the extent of 20,000 underlying shares, with the reporting person's purchase of 20,000 shares of the Company's common stock on November 5, 2025. The reporting person has paid $22,144.00 to the Company, representing the full amount of profit realized in connection with the short-swing transaction.
3. 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. The OP Units have no expiration date.
4. 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.
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
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.

Source: View Original Filing on SEC EDGAR