Omega Healthcare (NYSE: OHI) grants CAO 14,401 partnership OP units

Rhea-AI Filing Summary

Omega Healthcare Investors’ chief accounting officer, Neal Ballew, received an award of 14,401 Profits Interest Units (PIUs) in OHI Healthcare Properties Limited Partnership on January 13, 2026. Each PIU represents a contingent right to receive one limited partnership unit (an OP Unit) in the operating partnership once vesting and certain tax-related conditions are met.

The OP Units can be redeemed by the holder for cash equal to the fair market value of one share of Omega Healthcare common stock or, at the company’s election, one share of common stock, and they have no expiration date. The award is subject to a three-year cliff vesting on December 31, 2028, conditioned on continued employment with specified exceptions. After this grant, Ballew beneficially owns 124,678 derivative OP Units directly.

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^*

Ballew Neal

(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 ACCOUNTING OFFICER

3. Date of Earliest Transaction (Month/Day/Year)
01/13/2026

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)	01/13/2026		A		14,401		(3)	(3)	OP Units	14,401	$0	124,678	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 adjustment as set forth in the partnership agreement. The OP Units have no expiration date.

3. Subject to three-year vesting cliff on 12/31/2028 and subject to continued employment on the vesting date with certain exceptions for qualifying termination of employment. OP Units do not expire.

	/s/ Meghan C. Lyons, Attorney-in-Fact	01/15/2026
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
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FAQ

What insider transaction did Omega Healthcare Investors (OHI) report in this Form 4?

The filing reports that chief accounting officer Neal Ballew was granted 14,401 Profits Interest Units (PIUs) in OHI Healthcare Properties Limited Partnership on January 13, 2026, at a price of $0.00 per unit.

What are the Profits Interest Units granted to the Omega Healthcare (OHI) executive?

The grant consists of Profits Interest Units (PIUs), each of which can convert into one OP Unit in the operating partnership after vesting and meeting certain tax-driven economic requirements. OP Units do not expire and are linked economically to Omega Healthcare’s common stock.

How can the OP Units associated with this Omega Healthcare (OHI) Form 4 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 Omega Healthcare common stock or, at the company’s election, for one share of common stock, subject to adjustments in the partnership agreement.

What is the vesting schedule for the Omega Healthcare (OHI) PIUs granted to the CAO?

The award is subject to a three-year cliff vesting on December 31, 2028, requiring continued employment through that date, with certain exceptions for qualifying termination of employment.

How many derivative OP Units does the Omega Healthcare (OHI) executive own after this transaction?

Following the grant, Neal Ballew beneficially owns 124,678 derivative securities (OP Units) directly in the operating partnership, as reported in the Form 4.

Does this Omega Healthcare (OHI) insider award have an expiration date?

The filing states that OP Units have no expiration date, so the derivative units linked to this award do not expire, although the PIUs must vest under the stated conditions to convert into OP Units.