Omega Healthcare (OHI) CIO details PIU and OP Unit vesting activity

Rhea-AI Filing Summary

Omega Healthcare Investors’ Chief Investment Officer reported several equity award transactions dated 12/31/2025. These involved Profits Interest Units (PIUs) in OHI Healthcare Properties Limited Partnership converting into OP Units, and OP Units converting into common stock at an exercise price of $0.

The filing shows 11,627, 12,042 and 15,408 PIUs vesting into OP Units based on performance and time-based criteria, and corresponding OP Units converting into the same numbers of shares of common stock. The PIUs and OP Units are subject to continued employment and, in some cases, performance based on absolute and relative total shareholder return for the 2022–2024 period, with potential accelerated vesting under certain circumstances.

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).

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^*

Gupta Vikas

(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)
	Chief Investment Officer

3. Date of Earliest Transaction (Month/Day/Year)
12/31/2025

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)	12/31/2025		M			11,627	(3)	(3)	OP Units	11,627	$0	59,687	D
Profits Interest Units	(1)(2)	12/31/2025		M			12,042	(4)	(4)	OP Units	12,042	$0	47,645	D
Profits Interest Units	(1)(2)	12/31/2025		M			15,408	(5)	(5)	OP Units	15,408	$0	32,237	D
OP Units	(2)	12/31/2025		M		11,627		(2)	(2)	Common Stock	11,627	$0	178,055	D
OP Units	(2)	12/31/2025		M		12,042		(2)	(2)	Common Stock	12,042	$0	190,097	D
OP Units	(2)	12/31/2025		M		15,408		(2)	(2)	Common Stock	15,408	$0	205,505	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 continued employment and accelerated vesting under certain circumstances.

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

5. Represents PIUs subject to three-year time-based vesting into OP Units that were granted in 2023, subject to continued employment and accelerated vesting under certain circumstances.

	/s/ Meghan C. Lyons, Attorney-in-Fact	01/02/2026
	** Signature of Reporting Person	Date
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FAQ

What insider activity did Omega Healthcare (OHI) disclose for 12/31/2025?

The Chief Investment Officer reported multiple equity award transactions on 12/31/2025, including Profits Interest Units vesting into OP Units and OP Units converting into common stock at an exercise price of $0.

Who is the reporting person in this Omega Healthcare OHI insider filing?

The reporting person is an officer of Omega Healthcare Investors Inc., serving as Chief Investment Officer, and the filing is made by one reporting person.

What are Profits Interest Units (PIUs) mentioned in the OHI filing?

Profits Interest Units (PIUs) are interests in OHI Healthcare Properties Limited Partnership that can convert into OP Units upon vesting and satisfaction of certain tax-driven economic requirements. Each PIU represents a contingent right to receive one OP Unit.

How do OP Units relate to Omega Healthcare (OHI) common stock?

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, at the issuer’s election, one share of common stock.

What performance conditions affect the PIUs in this Omega Healthcare insider report?

Some PIUs vest into OP Units based on Absolute Total Shareholder Return and Relative Total Shareholder Return for the 2022–2024 performance period, subject to continued employment and potential accelerated vesting in certain circumstances.

Are any of the Omega Healthcare equity awards time-based rather than performance-based?

Yes. The filing notes PIUs subject to three-year time-based vesting into OP Units that were granted in 2023, also subject to continued employment and possible accelerated vesting.