Omega Healthcare CFO Reports PIU Vesting into OP Units on 09/30/2025

Q: How many PIUs converted to OP Units in the filing?

The filing shows conversions of 25,737 PIUs and 26,658 PIUs into OP Units tied to Absolute and Relative TSR performance.

Filing Impact

(Neutral)

Filing Sentiment

(Neutral)

Form Type

Rhea-AI Filing Summary

Omega Healthcare Investors reporting person Robert O. Stephenson, the company's Chief Financial Officer, disclosed vesting of performance-based partnership units on 09/30/2025. Certain Profits Interest Units (PIUs) converted to Operating Partnership (OP) Units: 25,737 PIUs and 26,658 PIUs vested (separately for Absolute and Relative TSR performance), yielding corresponding OP Units and underlying common stock equivalents. After these transactions the filing shows beneficial ownership figures of 570,565 and 597,223 OP Units/common-stock equivalents across the reported items and totals of 160,861 and 134,203 PIU-derived OP Units noted. OP Units are redeemable for cash equal to fair market value or, at the issuer's election, for common stock.

Positive

Performance-based vesting occurred, indicating management met the 2022-2024 TSR targets
Insider ownership increased via conversion of PIUs to OP Units, aligning executive interests with shareholders

Negative

OP Units are redeemable for cash or stock, which can result in future dilution if converted into common shares

Insights

TL;DR: Executive compensation vested into partnership units increases insider economic stake without immediate sale proceeds.

The Form 4 documents the vesting of performance-based Profits Interest Units into OP Units tied to the 2022-2024 TSR performance metrics. This is a non-cash, equity-linked compensation event that raises the reporting officer's beneficial ownership in the operating partnership and creates optionality to redeem for cash or common stock under the partnership agreement. The transaction is routine for vested long-term incentives and does not reflect open-market trading or liquidity events, but it does increase potential future dilution if OP Units are converted into shares.

TL;DR: Vesting reflects achievement of multi-year performance targets and standard executive alignment mechanisms.

The disclosure shows the planned vesting schedule: 25% of PIUs converted each calendar quarter in 2025 tied to Absolute and Relative Total Shareholder Return for the 2022-2024 performance period, subject to continued employment and acceleration clauses. This indicates the board's use of multi-year TSR goals for incentive alignment. The instrument structure (PIUs converting to redeemable OP Units) is explicitly described, including redemption mechanics and tax-driven conditions, which is useful for assessing governance and compensation design.

Insider Trade Summary

104,790 shares exercised/converted

Exercise 4 txns

Insider STEPHENSON ROBERT O

Role CHIEF FINANCIAL OFFICER

Type	Security	Shares	Price	Value
Exercise	Profits Interest Units	25,737	$0.00	$0.00
Exercise	Profits Interest Units	26,658	$0.00	$0.00
Exercise	OP Units	25,737	$0.00	$0.00
Exercise	OP Units	26,658	$0.00	$0.00

Holdings After Transaction: Profits Interest Units — 134,203 shares (Direct); OP Units — 1,167,788 shares (Direct)

Footnotes (4)

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 (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
F2. 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.
F3. 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.
F4. 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.

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

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Form 4 Insider Transactions: What Each Field Means →

Accepted by SEC EDGAR 10/01/2025 - 04:15 PM

FAQ

What did Robert O. Stephenson report on Form 4 for OHI?

He reported vesting of Profits Interest Units into OP Units on 09/30/2025, reflecting performance-based compensation conversions.

How many PIUs converted to OP Units in the filing?

The filing shows conversions of 25,737 PIUs and 26,658 PIUs into OP Units tied to Absolute and Relative TSR performance.

What are OP Units redeemable for according to the filing?

Each OP Unit is redeemable at the holder’s election for cash equal to fair market value or, at the issuer’s election, for one share of common stock.

Do these transactions represent open-market trades?

No. The Form 4 discloses vesting/conversions of incentive units, not purchases or sales in the open market.

What performance period determined these vestings?

Vesting was based on Total Shareholder Return metrics for the 2022–2024 performance period.

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^*

STEPHENSON ROBERT O

(Last)

(First)

(Middle)

303 INTERNATIONAL CIRCLE

SUITE 200

(Street)

HUNT VALLEY

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 FINANCIAL 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)
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⁾	09/30/2025		M			25,737	⁽³⁾	⁽³⁾	OP Units	25,737	$0	160,861	D
Profits Interest Units	⁽¹⁾⁽²⁾	09/30/2025		M			26,658	⁽⁴⁾	⁽⁴⁾	OP Units	26,658	$0	134,203	D
OP Units	⁽²⁾	09/30/2025		M		25,737		⁽²⁾	⁽²⁾	Common Stock	25,737	$0	570,565	D
OP Units	⁽²⁾	09/30/2025		M		26,658		⁽²⁾	⁽²⁾	Common Stock	26,658	$0	597,223	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.

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.

Source: View Original Filing on SEC EDGAR