Omega Healthcare (OHI) awards PIUs to Chief Accounting Officer

Q: Who received equity awards in Omega Healthcare Investors (OHI) according to this filing?

The filing shows that Neal Ballew , Chief Accounting Officer of Omega Healthcare Investors, Inc. , received equity-based awards in the form of Profits Interest Units in the company’s operating partnership.

Q: What type of securities were granted to the Omega Healthcare (OHI) executive?

The executive was granted Profits Interest Units ("PIUs") in OHI Healthcare Properties Limited Partnership , the operating partnership where Omega Healthcare Investors is the general partner. Each PIU can convert into one OP Unit upon vesting and meeting tax-driven economic requirements.

Q: How many Profits Interest Units were awarded in this Omega Healthcare (OHI) Form 4?

The Form 4 reports two grants on January 8, 2026: one for 59,449 Profits Interest Units and another for 22,480 Profits Interest Units, both reported as acquired at a price of $0 per unit.

Q: What performance period determined the Profits Interest Units for the Omega Healthcare (OHI) executive?

The PIUs were earned based on the company’s 2023–2025 performance period. One grant is tied to Absolute Total Shareholder Return and another to Relative Total Shareholder Return , each certified by the Compensation Committee as of January 8, 2026 .

Q: When do the Profits Interest Units granted by Omega Healthcare (OHI) vest?

The filing states that 25% of the PIUs earned for the 2023–2025 performance period will vest at the end of each quarter of 2026 , subject to continued employment and with provisions for accelerated vesting in certain events.

Q: Do the OP Units underlying the Profits Interest Units at Omega Healthcare (OHI) expire?

According to the disclosure, the underlying OP Units do not expire . The PIUs represent a contingent right to receive OP Units upon vesting and satisfaction of specified tax-driven economic requirements.

Filing Impact

(Neutral)

Filing Sentiment

(Neutral)

Form Type

Rhea-AI Filing Summary

Omega Healthcare Investors reported an equity compensation grant to its Chief Accounting Officer, Neal Ballew. On January 8, 2026, Ballew was awarded 59,449 Profits Interest Units (PIUs) and a separate grant of 22,480 PIUs in OHI Healthcare Properties Limited Partnership, the operating partnership for the company. Each PIU represents a contingent right to receive one OP Unit, which is a limited partnership interest, once vesting and certain tax-related conditions are met.

The PIUs were earned, but not yet vested, based on Absolute and Relative Total Shareholder Return over the 2023–2025 performance period, as certified by the compensation committee. According to the award terms, 25% of the PIUs earned for this period will vest at the end of each quarter of 2026, subject to continued employment and possible accelerated vesting upon certain events.

Insider Trade Summary

2 transactions reported

Mixed 2 txns

Insider Ballew Neal

Role CHIEF ACCOUNTING OFFICER

Type	Security	Shares	Price	Value
Grant/Award	Profits Interest Units	59,449	$0.00	$0.00
Grant/Award	Profits Interest Units	22,480	$0.00	$0.00

Holdings After Transaction: Profits Interest Units — 110,277 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 (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.
F2. The PIUs have been earned, but not yet vested, based on Absolute Total Shareholder Return for the 2023-2025 performance period, as certified by the Compensation Committee as of January 8, 2026
F3. 25% of the PIUs earned based on the 2023-2025 performance period will vest at the end of each quarter of 2026, subject to continued employment and accelerated vesting upon certain events.
F4. The PIUs have been earned, but not yet vested, based on Relative Total Shareholder Return for the 2023-2025 performance period, as certified by the Compensation Committee as of January 8, 2026.

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Accepted by SEC EDGAR 01/12/2026 - 04:15 PM

FAQ

Who received equity awards in Omega Healthcare Investors (OHI) according to this filing?

The filing shows that Neal Ballew, Chief Accounting Officer of Omega Healthcare Investors, Inc., received equity-based awards in the form of Profits Interest Units in the company’s operating partnership.

What type of securities were granted to the Omega Healthcare (OHI) executive?

The executive was granted Profits Interest Units ("PIUs") in OHI Healthcare Properties Limited Partnership, the operating partnership where Omega Healthcare Investors is the general partner. Each PIU can convert into one OP Unit upon vesting and meeting tax-driven economic requirements.

How many Profits Interest Units were awarded in this Omega Healthcare (OHI) Form 4?

The Form 4 reports two grants on January 8, 2026: one for 59,449 Profits Interest Units and another for 22,480 Profits Interest Units, both reported as acquired at a price of $0 per unit.

What performance period determined the Profits Interest Units for the Omega Healthcare (OHI) executive?

The PIUs were earned based on the company’s 2023–2025 performance period. One grant is tied to Absolute Total Shareholder Return and another to Relative Total Shareholder Return, each certified by the Compensation Committee as of January 8, 2026.

When do the Profits Interest Units granted by Omega Healthcare (OHI) vest?

The filing states that 25% of the PIUs earned for the 2023–2025 performance period will vest at the end of each quarter of 2026, subject to continued employment and with provisions for accelerated vesting in certain events.

Do the OP Units underlying the Profits Interest Units at Omega Healthcare (OHI) expire?

According to the disclosure, the underlying OP Units do not expire. The PIUs represent a contingent right to receive OP Units upon vesting and satisfaction of specified tax-driven economic 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

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^*

Ballew Neal

(Last)

(First)

(Middle)

303 INTERNATIONAL CIRCLE

SUITE 200

(Street)

HUNT VALLEY

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)
01/08/2026

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)
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)

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)
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)	Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	8. Price of Derivative Security (Instr. 5)		10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
Profits Interest Units	⁽¹⁾⁽²⁾	01/08/2026		A		59,449		⁽³⁾	⁽³⁾	OP Units	59,449	$0	87,797	D
Profits Interest Units	⁽¹⁾⁽⁴⁾	01/08/2026		A		22,480		⁽³⁾	⁽³⁾	OP Units	22,480	$0	110,277	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. The PIUs have been earned, but not yet vested, based on Absolute Total Shareholder Return for the 2023-2025 performance period, as certified by the Compensation Committee as of January 8, 2026

3. 25% of the PIUs earned based on the 2023-2025 performance period will vest at the end of each quarter of 2026, subject to continued employment and accelerated vesting upon certain events.

4. The PIUs have been earned, but not yet vested, based on Relative Total Shareholder Return for the 2023-2025 performance period, as certified by the Compensation Committee as of January 8, 2026.

	/s/ Meghan C. Lyons, Attorney-in-Fact	01/12/2026
	** 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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Source: View Original Filing on SEC EDGAR