Omega Healthcare (OHI) Insider: 23,669 PIUs Convert to OP Units in Q3 2025

Q: What insider filed the Form 4 for OHI and what is their role?

The Form 4 was filed for Gail D. Makode , who is listed as the Chief Legal Officer of Omega Healthcare Investors, Inc. (OHI).

Q: When did the reported transactions occur for OHI Form 4?

The reported transactions occurred on 09/30/2025 .

Q: How many Profits Interest Units vested and converted on the Form 4?

A total of 23,669 Profits Interest Units (PIUs) vested and converted into OP Units: 11,627 and 12,042 in two tranches.

Q: What performance metrics determined the vesting of these PIUs?

Vesting resulted from the 2022–2024 performance period : one tranche vested based on Absolute Total Shareholder Return and the other on Relative Total Shareholder Return .

Filing Impact

(Neutral)

Filing Sentiment

(Neutral)

Form Type

Rhea-AI Filing Summary

Gail D. Makode, Chief Legal Officer of Omega Healthcare Investors, Inc. (OHI) reported vesting of performance-based units on 09/30/2025. A total of 23,669 Profits Interest Units (PIUs) converted into an equal number of OP Units through two separate vesting events of 11,627 and 12,042 units. The filing shows the resulting beneficial ownership counts following each conversion: 79,467 and 67,425 OP Units on the profits-interest lines, and reported common-stock equivalents of 152,906 and 164,948 shares on the OP Unit lines. The PIUs vesting resulted from the 2022–2024 performance period: one tranche vested based on Absolute Total Shareholder Return and the other based on Relative Total Shareholder Return, each representing 25% of the PIUs vesting at quarter end and subject to continued employment and certain acceleration conditions.

Positive

Performance-based vesting occurred, indicating alignment of executive compensation with 2022–2024 TSR outcomes
Total of 23,669 PIUs vested into OP Units (11,627 and 12,042), increasing the reporting person’s beneficial ownership
OP Units are redeemable for cash or common stock, providing flexible economic realization under the partnership agreement

Negative

None.

Insights

TL;DR: Routine executive equity vesting tied to multi-year TSR metrics, increasing insider alignment with shareholders.

The Form 4 documents scheduled vesting of PIUs into OP Units for the Chief Legal Officer, driven by Absolute and Relative TSR metrics for 2022–2024. These conversions are consistent with incentive plan mechanics where PIUs convert to redeemable OP Units and can be redeemed for cash or common stock per the partnership agreement. The activity appears to be standard compensation realization rather than an opportunistic trade; it increases the reported beneficial ownership of the reporting person and aligns pay with long-term performance criteria.

TL;DR: Material by size of units but appears to be planned, formula-driven vesting rather than discretionary award.

The filing quantifies two vesting tranches totaling 23,669 PIUs that converted to OP Units on 09/30/2025: 11,627 and 12,042 units tied respectively to Absolute and Relative TSR outcomes for the 2022–2024 performance period. Each OP Unit is redeemable for cash or common stock under the partnership agreement. The disclosure specifies vesting cadence (25% per quarter in 2025) and contingent tax-driven requirements, indicating these were pre-established performance awards reaching vesting triggers.

Insider Trade Summary

47,338 shares exercised/converted

Exercise 4 txns

Insider Makode Gail D

Role CHIEF LEGAL OFFICER

Type	Security	Shares	Price	Value
Exercise	Profits Interest Units	11,627	$0.00	$0.00
Exercise	Profits Interest Units	12,042	$0.00	$0.00
Exercise	OP Units	11,627	$0.00	$0.00
Exercise	OP Units	12,042	$0.00	$0.00

Holdings After Transaction: Profits Interest Units — 67,425 shares (Direct); OP Units — 317,854 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. 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.
F3. Represents 25% of the PIUs that vested 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.
F4. Represents 25% of the PIUs that vested 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.

AI-generated analysis. How Rhea-AI works. Not financial advice.

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Form 4 Insider Transactions: What Each Field Means →

Accepted by SEC EDGAR 10/01/2025 - 04:15 PM

FAQ

What insider filed the Form 4 for OHI and what is their role?

The Form 4 was filed for Gail D. Makode, who is listed as the Chief Legal Officer of Omega Healthcare Investors, Inc. (OHI).

When did the reported transactions occur for OHI Form 4?

The reported transactions occurred on 09/30/2025.

How many Profits Interest Units vested and converted on the Form 4?

A total of 23,669 Profits Interest Units (PIUs) vested and converted into OP Units: 11,627 and 12,042 in two tranches.

What performance metrics determined the vesting of these PIUs?

Vesting resulted from the 2022–2024 performance period: one tranche vested based on Absolute Total Shareholder Return and the other on Relative Total Shareholder Return.

What do OP Units represent and how can they be settled?

Each OP Unit is redeemable at the holder’s election for cash equal to the fair market value of one share of issuer common stock, or at the issuer’s election for one share of common stock, subject to partnership agreement adjustments.

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).

1. Name and Address of Reporting Person^*

Makode Gail D

(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 LEGAL OFFICER

3. Date of Earliest Transaction (Month/Day/Year)
09/30/2025

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)
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⁾	09/30/2025		M			11,627	⁽³⁾	⁽³⁾	OP Units	11,627	$0	79,467	D
Profits Interest Units	⁽¹⁾⁽²⁾	09/30/2025		M			12,042	⁽⁴⁾	⁽⁴⁾	OP Units	12,042	$0	67,425	D
OP Units	⁽²⁾	09/30/2025		M		11,627		⁽²⁾	⁽²⁾	Common Stock	11,627	$0	152,906	D
OP Units	⁽²⁾	09/30/2025		M		12,042		⁽²⁾	⁽²⁾	Common Stock	12,042	$0	164,948	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.

3. Represents 25% of the PIUs that vested 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 vested 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.

	/s/ Meghan C. Lyons, Attorney-in-Fact	10/01/2025
	** 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