[Form 4] OMEGA HEALTHCARE INVESTORS INC Insider Trading Activity

Rhea-AI Filing Summary

Omega Healthcare Investors reported that its Chief Executive Officer and director, C. Taylor Pickett, received new equity-based awards tied to the company’s operating partnership. On January 8, 2026, he was granted 276,902 Profits Interest Units (PIUs), bringing his directly held PIUs to 407,935.

On the same date, he was also granted an additional 104,708 PIUs, increasing his directly held PIUs to 512,643. Each PIU represents a contingent right to receive one operating partnership unit once vesting and certain tax-related conditions are met, and the underlying OP Units do not expire.

The filing explains that the PIUs were earned, but are not yet vested, based on the company’s Absolute and Relative Total Shareholder Return for the 2023–2025 performance period. A quarter of the earned PIUs will vest at the end of each quarter of 2026, subject to continued employment and possible accelerated vesting upon certain events.

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)
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)
			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)	01/08/2026		A		276,902		(3)	(3)	OP Units	276,902	$0	407,935	D
Profits Interest Units	(1)(4)	01/08/2026		A		104,708		(3)	(3)	OP Units	104,708	$0	512,643	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.
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.

FAQ

Who is the insider in Omega Healthcare Investors (OHI) covered by this Form 4?

The insider is C. Taylor Pickett, who serves as a director and the Chief Executive Officer of Omega Healthcare Investors.

What securities did Omega Healthcare CEO C. Taylor Pickett receive according to this Form 4 for OHI?

He received Profits Interest Units (PIUs) in OHI Healthcare Properties Limited Partnership, each representing a contingent right to one operating partnership unit upon vesting and satisfaction of specified conditions.

How many Profits Interest Units were granted to the Omega Healthcare CEO on January 8, 2026?

On January 8, 2026, he was granted two awards: one for 276,902 PIUs and another for 104,708 PIUs.

What were the PIU balances for the Omega Healthcare CEO after these January 2026 grants?

After the 276,902-PIU grant, he beneficially owned 407,935 PIUs directly; after the additional 104,708-PIU grant, his directly held PIUs increased to 512,643.

How are the Omega Healthcare (OHI) PIUs earned and when do they vest?

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

Do the OP Units underlying the Omega Healthcare PIUs expire?

No. The filing states that the underlying OP Units do not expire.