Omega Healthcare director granted partnership units

Omega Healthcare Investors director Barbara B. Hill reported equity-based compensation and conversions.

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Form Type

Rhea-AI Filing Summary

Omega Healthcare Investors director Barbara B. Hill reported equity-based compensation and conversions. She received a grant of 6,102 Profits Interest Units (PIUs) in the company’s operating partnership as annual stock-based compensation. Separately, 7,079 previously granted PIUs fully vested and converted into OP Units, which are partnership interests redeemable for cash equal to the value of one common share or, at the company’s election, one share of common stock. Following these transactions, Hill directly holds 49,073 OP Units in the operating partnership.

Insider Trade Summary

14,158 shares exercised/converted

Exercise 3 txns

Insider HILL BARBARA B

Role Director

Type	Security	Shares	Price	Value
Exercise	Profits Interest Units	7,079	$0.00	$0.00
Exercise	OP Units	7,079	$0.00	$0.00
Grant/Award	Profits Interest Units	6,102	$0.00	$0.00

Holdings After Transaction: OP Units — 49,073 contracts (Direct); Profits Interest Units — 6,102 contracts (Direct)

Footnotes (5)

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.
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's common stock, subject to adjustment as set forth in the partnership agreement. OP Units do not expire.
F3. 100% of the reporting person's PIUs granted on June 5, 2025 vested and converted into OP Units on June 5, 2026.
F4. Represents the annual grant of stock the reporting person election to receive as Profits Interest Units.
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.

Key Figures

New PIU grant: 6,102 Profits Interest Units PIUs converted: 7,079 Profits Interest Units OP Units after transaction: 49,073 OP Units +1 more

4 metrics

New PIU grant 6,102 Profits Interest Units Annual equity grant on June 5, 2026

PIUs converted 7,079 Profits Interest Units Vested and converted into OP Units on June 5, 2026

OP Units after transaction 49,073 OP Units Direct holdings following June 5, 2026 transactions

Total derivative exercises 14,158 shares Exercise or conversion of derivative securities reported in this filing

Key Terms

Profits Interest Units, OP Units, Annual Meeting of Shareholders

3 terms

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.

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.

FAQ

AI-generated questions and answers. How Rhea-AI works. Not financial advice.

What insider transactions did OHI director Barbara B. Hill report on this Form 4?

Barbara B. Hill reported receiving 6,102 Profits Interest Units as an annual equity grant and the vesting and conversion of 7,079 previously granted PIUs into OP Units, increasing her direct OP Unit holdings to 49,073.

How many Profits Interest Units did OHI grant to Barbara B. Hill?

Barbara B. Hill was granted 6,102 Profits Interest Units. These PIUs represent a contingent right to receive OP Units upon vesting and meeting certain tax-driven economic conditions outlined in the operating partnership agreement.

What happened to Barbara B. Hill’s previously granted OHI Profits Interest Units?

All PIUs granted to Barbara B. Hill on June 5, 2025 fully vested and converted into 7,079 OP Units on June 5, 2026. This shifted her position from contingent profit interests into vested partnership units tied to the issuer’s common stock value.

What are OP Units in Omega Healthcare’s operating partnership?

OP Units are limited partnership interests in Omega Healthcare’s operating partnership. Each OP Unit is redeemable for cash equal to the fair market value of one common share or, at the issuer’s election, one share of common stock, and they do not expire.

How many OP Units does Barbara B. Hill hold after these OHI transactions?

After the reported transactions, Barbara B. Hill directly holds 49,073 OP Units in the operating partnership. These units are economically linked to Omega Healthcare’s common stock through a redemption feature described in the partnership agreement.

When will Barbara B. Hill’s new 2026 Profits Interest Units in OHI vest?

The 6,102 PIUs granted to Barbara B. Hill on June 5, 2026 will vest on the date of Omega Healthcare’s 2027 Annual Meeting of Shareholders, provided she continues her service through that meeting date.

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

Form 4 Insider Transactions: What Each Field Means →

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Accepted by SEC EDGAR 06/09/2026 - 04:15 PM EDT

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).

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^*

HILL BARBARA B

(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)

X	Director	10% 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)

X	Form 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)
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⁾	06/05/2026		M			7,079	⁽³⁾	⁽³⁾	OP Units	7,079	$0	0	D
OP Units	⁽²⁾	06/05/2026		M		7,079		⁽²⁾	⁽²⁾	Common Stock	7,079	$0	49,073	D
Profits Interest Units	⁽¹⁾⁽²⁾	06/05/2026		A		6,102⁽⁴⁾		⁽⁵⁾	⁽⁵⁾	OP Units	6,102	$0	6,102	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's common stock, subject to adjustment as set forth in the partnership agreement. OP Units do not expire.

3. 100% of the reporting person's PIUs granted on June 5, 2025 vested and converted into OP Units on June 5, 2026.

4. Represents the annual grant of stock the reporting person election 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-Fact	06/09/2026
	** 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.
* Form 4: SEC 1474 (03-26)

Source: View Original Filing on SEC EDGAR