Omega Healthcare (NYSE: OHI) CFO awarded 20,799 partnership units

Rhea-AI Filing Summary

Omega Healthcare Investors' chief financial officer, Robert O. Stephenson, reported an equity-based award of 20,799 Profits Interest Units on a recent Form 4. The award was granted on 01/13/2026 at a price of $0 and increases his beneficial holdings of derivative securities to 231,374 units held directly.

The Profits Interest Units are in OHI Healthcare Properties Limited Partnership, where Omega Healthcare is the general partner. Each PIU can convert into one OP Unit upon vesting and meeting certain tax-related conditions. Each OP Unit is redeemable at the holder’s election 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. The award is subject to a three-year cliff vesting on 12/31/2028, conditioned on continued employment with limited exceptions.

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

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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^*

STEPHENSON ROBERT O

(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 FINANCIAL 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		20,799		(3)	(3)	OP Units	20,799	$0	231,374	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	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 (OHI) report on this Form 4?

The filing shows that chief financial officer Robert O. Stephenson received a grant of 20,799 Profits Interest Units in OHI Healthcare Properties Limited Partnership on 01/13/2026 at a price of $0 per unit.

How many derivative securities does the Omega Healthcare (OHI) CFO hold after this transaction?

After the reported grant, Robert O. Stephenson beneficially owns 231,374 derivative securities, consisting of Profits Interest Units and related OP Units held directly.

What are Profits Interest Units and OP Units referenced in the Omega Healthcare (OHI) Form 4?

The grant consists of Profits Interest Units (PIUs) in OHI Healthcare Properties Limited Partnership. Each PIU represents a contingent right to receive one OP Unit, a limited partnership interest; OP Units do not expire.

How can the OP Units related to this Omega Healthcare (OHI) award be settled?

Each OP Unit is redeemable at the holder’s election 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, subject to partnership agreement adjustments.

What is the vesting schedule for the Omega Healthcare (OHI) CFO’s Profits Interest Units?

The Profits Interest Units are subject to a three-year cliff vesting on 12/31/2028, requiring continued employment through that date, with certain exceptions for qualifying termination of employment.

Does the Omega Healthcare (OHI) Form 4 indicate whether this is a direct or indirect holding?

The filing states that the Profits Interest Units are held with direct (D) ownership by Robert O. Stephenson, with no indirect ownership entity listed in the ownership description.