Omega Healthcare Investors president converts awards

The Compensation Committee certified the related performance-based vesting on January 8, 2026.

Rhea-AI Filing Summary

Omega Healthcare Investors (OHI) President Matthew Paul Gourmand reported the conversion of Profits Interest Units into OP Units on September 30, 2026: 14,862 PIUs were disposed and the same number of OP Units acquired, alongside 5,620 PIUs disposed and the same number of OP Units acquired. The PIU entries related, respectively, to Absolute and Relative Total Shareholder Return for the 2023–2025 performance period.

Insider Trade Summary

40,964 shares exercised/converted

Exercise 4 txns

Insider Gourmand Matthew Paul

Role President

Type	Security	Shares	Price	Value
Exercise	Profits Interest Units F1, F2, F3	14,862	$0.00	$0.00
Exercise	Profits Interest Units F1, F2, F4	5,620	$0.00	$0.00
Exercise	OP Units F2	14,862	$0.00	$0.00
Exercise	OP Units F2	5,620	$0.00	$0.00

Holdings After Transaction: Profits Interest Units — 99,320 contracts (Direct); OP Units — 252,840 contracts (Direct)

Footnotes (4)

1. 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.
2. 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 common stock, subject to adjustment as set forth in the partnership agreement. The OP Units have no expiration date.
3. F3. Represents 25% of the PIUs that vested into OP Units at the end of each calendar quarter in 2026 based on the Absolute Total Shareholder Return for the 2023-2025 performance period, subject to continued employment and accelerated vesting under certain circumstances, as certified by the Compensation Committee on January 8, 2026.
4. F4. Represents 25% of the PIUs that vested into OP Units at the end of each calendar quarter in 2026 based on the Relative Total Shareholder Return for the 2023-2025 performance period, subject to continued employment and accelerated vesting under certain circumstances, as certified by the Compensation Committee on January 8, 2026.

Key Figures

Profits Interest Units disposed: 14,862 units OP Units acquired: 14,862 units Profits Interest Units disposed: 5,620 units +2 more

5 metrics

Profits Interest Units disposed 14,862 units September 30, 2026; related to Absolute Total Shareholder Return

OP Units acquired 14,862 units September 30, 2026

Profits Interest Units disposed 5,620 units September 30, 2026; related to Relative Total Shareholder Return

OP Units acquired 5,620 units September 30, 2026

PIUs vesting 25% Share of PIUs that vested into OP Units at the end of each calendar quarter in 2026

Key Terms

Profits Interest Units, OP Units, Absolute Total Shareholder Return, Relative Total Shareholder Return

4 terms

Profits Interest Units financial

"Represents Profits Interest Units ("PIUs") in OHI Healthcare Properties Limited Partnership"

OP Units financial

"Each OP Unit is redeemable at the election of the holder"

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.

Absolute Total Shareholder Return financial

"based on the Absolute Total Shareholder Return for the 2023-2025 performance period"

Absolute total shareholder return is the percentage gain or loss a shareholder realizes over a specific period from holding a company's shares, counting both the change in share price and cash distributions (dividends) paid during that period. It is calculated as (ending share price plus dividends received — starting share price) divided by the starting share price, typically expressed as a percentage; it can be reported for any chosen period and is distinct from relative TSR, which measures performance versus a benchmark. It does not by itself adjust for effects such as share dilution, spin-offs, or differing share classes unless those are explicitly incorporated into the calculation.

Relative Total Shareholder Return financial

"based on the Relative Total Shareholder Return for the 2023-2025 performance period"

Relative total shareholder return measures how much an investor’s gain from a company — including stock price changes and dividends — beats or lags a chosen benchmark or peer group over a set time. Think of it as a race: it shows whether the company outpaced rivals or the market, which helps investors and boards judge performance, compare returns fairly, and link results to pay or investment decisions.

FAQ

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

What were the conditions for Gourmand's OHI PIU vesting?

The PIUs vested into OP Units at the end of each calendar quarter in 2026 based on Absolute or Relative Total Shareholder Return for the 2023–2025 performance period. Each reported entry represents 25% of PIUs that vested; vesting was subject to continued employment and accelerated vesting under certain circumstances, and the Compensation Committee certified the vesting on January 8, 2026.

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

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Available on EDGAR 09/30/2026 - 04:15 PM Accepted by SEC EDGAR 09/30/2026 - 04:15 PM Learn about SEC filing dates

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^*

Gourmand Matthew Paul

(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)

	Director		10% Owner
X	Officer (give title below)		Other (specify below)
	President

2a. Foreign Trading Symbol

3. Date of Earliest Transaction (Month/Day/Year)
09/30/2026

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)
			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)	09/30/2026		M			14,862	(3)	(3)	OP Units	14,862	$0	104,940	D
Profits Interest Units	(1)(2)	09/30/2026		M			5,620	(4)	(4)	OP Units	5,620	$0	99,320	D
OP Units	(2)	09/30/2026		M		14,862		(2)	(2)	Common Stock	14,862	$0	247,220	D
OP Units	(2)	09/30/2026		M		5,620		(2)	(2)	Common Stock	5,620	$0	252,840	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 2026 based on the Absolute Total Shareholder Return for the 2023-2025 performance period, subject to continued employment and accelerated vesting under certain circumstances, as certified by the Compensation Committee on January 8, 2026.

4. Represents 25% of the PIUs that vested into OP Units at the end of each calendar quarter in 2026 based on the Relative Total Shareholder Return for the 2023-2025 performance period, subject to continued employment and accelerated vesting under certain circumstances, as certified by the Compensation Committee on January 8, 2026.

	/s/ Meghan C. Lyons, Attorney-in-Fact	09/30/2026
	** 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)