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Craig Callen of Omega Healthcare (NYSE: OHI) granted PIUs and converts units

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Form Type
4

Rhea-AI Filing Summary

OMEGA HEALTHCARE INVESTORS INC director Craig R. Callen reported equity-based compensation and related conversions, with only acquisition-type transactions and no share sales. He received a grant of 9,708 Profits Interest Units (PIUs) on June 5, 2026, representing a contingent right to receive an equal number of OP Units upon vesting and satisfaction of tax-driven economic requirements. On the same date, 11,263 previously granted PIUs vested and converted into 11,263 OP Units. A related transaction shows 11,263 OP Units exercised into common stock equivalents, leaving 74,310 OP Units held directly. The 2026 PIU grant is described as his annual stock grant and will fully vest on the date of the company’s 2027 Annual Meeting of Shareholders, subject to continued service.

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Insider CALLEN CRAIG R
Role Director
Type Security Shares Price Value
Exercise Profits Interest Units 11,263 $0.00 $0.00
Grant/Award Profits Interest Units 9,708 $0.00 $0.00
Exercise OP Units 11,263 $0.00 $0.00
Holdings After Transaction: OP Units — 74,310 shares (Direct); Profits Interest Units — 9,708 shares (Direct)
Footnotes (5)
  1. 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 unit of limited partnership interest (an "OP Unit") in the Operating Partnership upon vesting and the satisfaction of certain tax-driven economic requirements.
  2. F2. Each OP Unit is redeemable at the election of the holder for cash equal to the then fair market value of one share of Issuer common stock, or at the Issuer's election, one share of Issuer common stock, subject to adjustment as set forth in the partnership agreement. The OP Units have no expiration date.
  3. F3. 100% of the reporting person's PIUs granted on June 6, 2025 vested and converted into OP Units on June 5, 2026.
  4. F4. Represents the annual grant of stock the reporting person elected to receive as Profits Interest Units.
  5. F5. 100% of the reporting person's PIUs granted on June 5, 2026 will vest on the date of the Company's 2027 Annual Meeting of Shareholders, subject to continued service.
PIUs granted 2026 9,708 units Profits Interest Units granted on June 5, 2026 as annual stock grant
PIUs converted to OP Units 11,263 units Previously granted PIUs vested and converted on June 5, 2026
OP Units exercised into common stock equivalents 11,263 units OP Unit derivative exercise reported with underlying common stock
OP Units held after transaction 74,310 units Direct OP Unit holdings following derivative transaction
Total derivative exercises 22,526 units Aggregate exerciseShares across derivative transactions
Profits Interest Units financial
"Represents Profits Interest Units ("PIUs") in OHI Healthcare Properties Limited Partnership"
OP Units financial
"Each PIU represents a contingent right to receive one unit of limited partnership interest (an "OP Unit")"
OP units are ownership stakes in an operating partnership that sits beneath a public parent company, commonly used by real estate and energy firms to hold assets and distributions. Think of them like special shares in a subsidiary: they give economic rights to profits and cash payouts but are structured differently from the parent’s common stock, so investors watch OP unit issuance because it can change the effective ownership, future distributions, and potential dilution of the parent company’s equity.
Operating Partnership financial
"PIUs in OHI Healthcare Properties Limited Partnership (the "Operating Partnership"), of which the Issuer is the general partner"
An operating partnership is a separate legal entity set up to own and run a company’s core assets and day-to-day businesses, while investors hold interests indirectly through the parent company. Think of it like a dedicated garage that actually stores and services the cars while the owner keeps the dealership; it matters to investors because it affects how income, taxes, liability and voting rights are allocated and therefore can influence distributions and risk.
Annual Meeting of Shareholders financial
"PIUs granted on June 5, 2026 will vest on the date of the Company's 2027 Annual Meeting of Shareholders"
A yearly gathering where a company’s owners (shareholders) vote on key items like electing the board, approving executive pay, and ratifying auditors, and receive updates on performance and strategy. Think of it as an annual town hall for owners: it matters to investors because outcomes and disclosures can affect leadership, corporate direction, dividend and governance policies, and therefore the company’s risk and potential return.

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

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FAQ

What insider transactions did OHI director Craig R. Callen report?

Craig R. Callen reported only acquisition-type transactions, including a grant of Profits Interest Units and derivative exercises converting prior awards into OP Units and common stock equivalents. The filing shows no open-market purchases or sales, reflecting routine equity-based compensation and related conversions.

How many Profits Interest Units did Craig R. Callen receive from Omega Healthcare (OHI)?

Craig R. Callen received 9,708 Profits Interest Units on June 5, 2026. These PIUs are a form of equity-based award that can convert into an equal number of OP Units upon vesting and satisfaction of certain tax-driven economic requirements described in the partnership agreement.

What happened to Craig R. Callen’s previously granted PIUs at Omega Healthcare (OHI)?

Previously granted PIUs totaling 11,263 units vested and converted into 11,263 OP Units on June 5, 2026. This vesting followed a grant originally made on June 6, 2025, and reflects the transition from contingent PIUs into fully issued OP Units under the partnership structure.

How many OP Units does Craig R. Callen hold after these OHI transactions?

After the reported derivative exercise involving OP Units, Craig R. Callen directly holds 74,310 OP Units. Each OP Unit is redeemable at the holder’s election for cash equal to the then fair market value of one share of common stock, or one share at the issuer’s election.

When will Craig R. Callen’s 2026 PIU grant from Omega Healthcare (OHI) vest?

The 9,708 PIUs granted on June 5, 2026 will fully vest on the date of Omega Healthcare’s 2027 Annual Meeting of Shareholders, subject to his continued service. Upon vesting and satisfying tax-driven conditions, each PIU can convert into one OP Unit of the Operating Partnership.

What rights do Omega Healthcare (OHI) OP Units provide to Craig R. Callen?

Each OP Unit is redeemable at the holder’s election for cash equal to the then fair market value of one share of Omega Healthcare common stock, or one share of common stock at the issuer’s election. The OP Units have no expiration date under the partnership agreement.
SEC Form 4
FORM 4UNITED 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*
CALLEN CRAIG R

(Last)(First)(Middle)
303 INTERNATIONAL CIRCLE
SUITE 200

(Street)
HUNT VALLEY MARYLAND 21030

(City)(State)(Zip)

UNITED STATES

(Country)
2. Issuer Name and Ticker or Trading Symbol
OMEGA HEALTHCARE INVESTORS INC [ OHI ]
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
XDirector10% Owner
Officer (give title below)Other (specify below)
2a. Foreign Trading Symbol
3. Date of Earliest Transaction (Month/Day/Year)
06/05/2026
6. Individual or Joint/Group Filing (Check Applicable Line)
XForm filed by One Reporting Person
Form filed by More than One Reporting Person
4. If Amendment, Date of Original Filed (Month/Day/Year)

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)
CodeVAmount(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)
CodeV(A)(D)Date ExercisableExpiration DateTitleAmount or Number of Shares
Profits Interest Units(1)(2)06/05/2026M11,263 (2) (2)OP Units11,263$00D
OP Units(2)06/06/2025M11,263 (3) (3)Common Stock11,263$074,310D
Profits Interest Units(1)(2)06/05/2026A9,708(4) (5) (5)OP Units9,708$09,708D
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 unit of limited partnership interest (an "OP Unit") in the Operating Partnership upon vesting and the satisfaction of certain tax-driven economic requirements.
2. Each OP Unit is redeemable at the election of the holder for cash equal to the then fair market value of one share of Issuer common stock, or at the Issuer's election, one share of Issuer common stock, subject to adjustment as set forth in the partnership agreement. The OP Units have no expiration date.
3. 100% of the reporting person's PIUs granted on June 6, 2025 vested and converted into OP Units on June 5, 2026.
4. Represents the annual grant of stock the reporting person elected to receive as Profits Interest Units.
5. 100% of the reporting person's PIUs granted on June 5, 2026 will vest on the date of the Company's 2027 Annual Meeting of Shareholders, subject to continued service.
/s/ Meghan C. Lyons, Attorney-in-Fact06/09/2026
** Signature of Reporting PersonDate
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.
* Form 4: SEC 1474 (03-26)