[Form 4] OMEGA HEALTHCARE INVESTORS INC Insider Trading Activity

Rhea-AI Filing Summary

Omega Healthcare Investors insider Vikas Gupta reported conversion of performance-based units into limited partnership units and underlying common stock equivalents. On 09/30/2025 Mr. Gupta had Profits Interest Units (PIUs) and OP Units vest: 11,627 PIUs converted to 11,627 OP Units and 12,042 PIUs converted to 12,042 OP Units, each with $0 exercise price. Following these transactions he beneficially owned 154,386 common-stock-equivalent OP Units from one tranche and 166,428 from another tranche, for totals shown on the filing. The PIUs vesting represented 25% quarterly vesting tied to the 2022–2024 Absolute and Relative Total Shareholder Return performance periods, subject to continued employment and certain acceleration provisions.

Positive

• Performance-based units vested tied to Absolute and Relative TSR for 2022–2024, demonstrating pay-for-performance alignment
• Conversion to OP Units with $0 exercise price increases direct beneficial ownership in common-stock-equivalent units
• OP Units are redeemable for cash or shares, maintaining flexibility and direct linkage to common stock value

Negative

• None.

Insights

Financial Analyst

TL;DR: Executive compensation units vested into partnership units, increasing insider exposure to OHI common-equivalent units.

The filing documents quantitative vesting on 09/30/2025 of performance-based Profits Interest Units into OP Units convertible into OHI common-stock equivalents at fair market value. The disclosed conversions (11,627 and 12,042 units) increase the reporting person’s direct beneficial ownership in OP Units with no exercise price, aligning executive pay with shareholder returns for the 2022–2024 performance period. This is a routine, performance-driven equity settlement rather than an open-market purchase or sale.

Corporate Governance Expert

TL;DR: Vesting reflects compensation governance: performance metrics rewarded and standard conversion mechanics used.

The statement clarifies that vesting occurred under Absolute and Relative TSR metrics and is subject to continued employment and acceleration clauses. The OP Units are redeemable for cash or shares per the partnership agreement and carry no expiration, indicating long-term alignment incentives. The disclosure is procedural and consistent with equity incentive governance practices.

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^*

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)
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	83,356	D
Profits Interest Units	(1)(2)	09/30/2025		M			12,042	(4)	(4)	OP Units	12,042	$0	71,314	D
OP Units	(2)	09/30/2025		M		11,627		(2)	(2)	Common Stock	11,627	$0	154,386	D
OP Units	(2)	09/30/2025		M		12,042		(2)	(2)	Common Stock	12,042	$0	166,428	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.
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

What transactions did OHI insider Vikas Gupta report on Form 4?

The filing reports vesting on 09/30/2025 where Profits Interest Units converted into OP Units and underlying common-stock equivalents: 11,627 and 12,042 units.

How many OP Units and common-equivalent shares did the filing show after the transactions?

The filing shows beneficial ownership following the transactions of 154,386 and 166,428 common-stock-equivalent OP Units for the respective tranches.

What triggered the vesting of the PIUs into OP Units?

Vesting represented quarterly 25% conversions in 2025 based on the Absolute Total Shareholder Return and Relative Total Shareholder Return for the 2022–2024 performance period, subject to continued employment and acceleration provisions.

What is the economic effect of OP Units for OHI insiders?

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

Did the filing disclose any purchase or sale price for the converted units?

No purchase or sale price was disclosed; the filing reports a $0 price for the PIU conversions into OP Units, indicating vesting rather than a cash purchase.