Omega Healthcare Investors (OHI) CFO details stock gift and PIU-to-OP Unit vesting

Rhea-AI Filing Summary

Omega Healthcare Investors’ chief financial officer reports equity award activity and a small stock disposition. On December 30, 2025, the CFO reported a disposition of 3,850 shares of common stock coded as a transaction type "G" at a stated price of $0, leaving 178,426 shares of common stock beneficially owned directly.

The filing also details the vesting and conversion of Profits Interest Units in OHI Healthcare Properties Limited Partnership into OP Units, and related movements between OP Units and common stock, all at a stated exercise or conversion price of $0. These interests are tied to performance-based and time-based vesting conditions, including measures such as Absolute and Relative Total Shareholder Return for the 2022–2024 period and ongoing employment requirements.

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^*

STEPHENSON ROBERT O

(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 FINANCIAL 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
Common Stock	12/30/2025		G		3,850	D	$0	178,426	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	(1)(2)	12/31/2025		M			25,737	(3)	(3)	OP Units	25,737	$0	108,466	D
Profits Interest Units	(1)(2)	12/31/2025		M			26,658	(4)	(4)	OP Units	26,658	$0	81,808	D
Profits Interest Units	(1)(2)	12/31/2025		M			29,827	(5)	(5)	OP Units	29,827	$0	51,981	D
OP Units	(2)	12/31/2025		M		25,737		(2)	(2)	Common Stock	25,737	$0	622,960	D
OP Units	(2)	12/31/2025		M		26,658		(2)	(2)	Common Stock	26,658	$0	649,618	D
OP Units	(2)	12/31/2025		M		29,827		(2)	(2)	Common Stock	29,827	$0	679,445	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 continued employment and accelerated vesting under certain circumstances.

3. 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.

4. 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.

5. 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.
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FAQ

What insider transaction did Omega Healthcare Investors (OHI) report for its CFO?

The chief financial officer of Omega Healthcare Investors Inc. (OHI) reported a disposition of 3,850 shares of common stock on December 30, 2025. The transaction was coded as type "G" and carried a reported price of $0 per share.

How many Omega Healthcare Investors (OHI) shares does the CFO own after the reported transaction?

Following the reported disposition, the CFO beneficially owns 178,426 shares of Omega Healthcare Investors common stock in direct ownership form, as shown in the filing.

What derivative securities are disclosed for the Omega Healthcare Investors (OHI) CFO?

The filing lists Profits Interest Units (PIUs) in OHI Healthcare Properties Limited Partnership that can vest into OP Units, and OP Units that can relate to Omega Healthcare Investors common stock. These positions are shown with a conversion or exercise price of $0 and are subject to specified vesting conditions.

How do the Profits Interest Units and OP Units work for Omega Healthcare Investors (OHI)?

Each Profits Interest Unit represents a contingent right to receive one OP Unit upon vesting and satisfaction of certain tax-driven economic requirements. 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, for one share of common stock, subject to continued employment and possible accelerated vesting.

What performance periods affect the vesting of the Omega Healthcare Investors (OHI) CFO’s equity awards?

Portions of the CFO’s Profits Interest Units that vest into OP Units at the end of each calendar quarter in 2025 are based on Absolute Total Shareholder Return and Relative Total Shareholder Return for the 2022–2024 performance period, in each case subject to continued employment and potential accelerated vesting.

Are there time-based vesting components in the Omega Healthcare Investors (OHI) CFO’s awards?

Yes. A portion of the Profits Interest Units is described as being subject to three-year time-based vesting into OP Units, granted in 2023, with vesting conditioned on continued employment and subject to potential accelerated vesting.