[Form 4] OMEGA HEALTHCARE INVESTORS INC Insider Trading Activity

Rhea-AI Filing Summary

Matthew Paul Gourmand, President of Omega Healthcare Investors, reported transactions dated 09/30/2025 showing vesting and conversion of performance-based units into operating partnership units and common-stock equivalents. Two sets of Profits Interest Units (PIUs) vested into OP Units: 11,627 PIUs (Absolute TSR tranche) and 12,042 PIUs (Relative TSR tranche). Each vested PIU converts to one OP Unit with a $0 stated conversion price, and OP Units are redeemable for cash equal to the then fair market value of one share of common stock or, at the issuer’s election, one share of common stock. Following the reported transactions the filing shows beneficial ownership totals of 87,152 and 75,110 PIUs and common-stock-equivalent OP Unit totals of 140,274 and 152,316 respectively. Vesting was based on 2022–2024 performance periods and is subject to continued employment and acceleration conditions.

Positive

• Performance-based compensation vested, demonstrating alignment of executive pay with multi-year TSR goals
• Conversion to OP Units that are redeemable for cash or exchangeable for common stock, clarifying value realization mechanics

Negative

• Potential dilution from OP Units being redeemable or exchangeable for common shares, increasing outstanding common-stock equivalents

Insights

Financial Analyst

TL;DR: Insider reported routine performance-based vesting converting PIUs to OP Units and common-stock equivalents, increasing beneficial holdings without cash purchase.

The Form 4 documents scheduled vesting on 09/30/2025 of performance-based Profits Interest Units tied to the 2022–2024 performance period. The vested amounts—11,627 and 12,042 PIUs—convert to OP Units and are recorded with $0 conversion price; OP Units are redeemable for cash or exchangeable for common stock. This increases the reporting person’s beneficial ownership in both PIU and common-stock-equivalent terms, reflecting compensation realization rather than an open-market purchase or sale.

Corporate Governance Expert

TL;DR: Transaction reflects compensation plan mechanics and standard disclosure of vested long-term incentive units; governance implications are routine.

The filing clarifies the mechanics and conditions: PIUs vest based on Absolute and Relative Total Shareholder Return metrics for 2022–2024 and are subject to continued employment and acceleration provisions. The disclosure of OP Unit redemption mechanics (cash at fair market value or issuance of one share) is important for assessing potential dilution and alignment of executive incentives with shareholders, but no new terms or departures from standard plan provisions are disclosed in this Form 4.

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).

1. Name and Address of Reporting Person^*

Gourmand Matthew Paul

(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)
	President

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)
			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)	09/30/2025		M			11,627	(3)	(3)	OP Units	11,627	$0	87,152	D
Profits Interest Units	(1)(2)	09/30/2025		M			12,042	(4)	(4)	OP Units	12,042	$0	75,110	D
OP Units	(2)	09/30/2025		M		11,627		(2)	(2)	Common Stock	11,627	$0	140,274	D
OP Units	(2)	09/30/2025		M		12,042		(2)	(2)	Common Stock	12,042	$0	152,316	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 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. 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.
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FAQ

What did the Form 4 for OHI filed by Matthew Paul Gourmand report?

The Form 4 reported vesting on 09/30/2025 of performance-based Profits Interest Units (11,627 and 12,042 PIUs) that converted into OP Units and common-stock equivalents.

How many PIUs vested and converted according to the filing?

The filing shows 11,627 PIUs (Absolute TSR tranche) and 12,042 PIUs (Relative TSR tranche) vested and converted on 09/30/2025.

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 then fair market value of one share of common stock, or, at the issuer’s election, for one share of common stock.

Are these transactions purchases or compensation realizations?

These transactions reflect compensation vesting under the company’s performance plan, not open-market purchases.

What performance period determined vesting for these PIUs?

Vesting was based on the 2022–2024 performance period, measured by Absolute and Relative Total Shareholder Return.