STOCK TITAN

Omega Healthcare (OHI) CAO adds ESPP shares and reports major PIU vesting

(Neutral)
(Neutral)
Form Type
4

Rhea-AI Filing Summary

Omega Healthcare Investors' chief accounting officer Neal Ballew reported routine equity compensation activity and an employee share purchase. He acquired 168 shares of common stock at $37.25 per share through the company’s Employee Stock Purchase Plan, while 11 shares at $47.68 were surrendered to the issuer to cover tax withholding obligations related to that purchase. Following these transactions, he directly holds 4,676 common shares.

On June 30, 2026, Ballew also exercised equity-based awards. A total of 40,964 Profits Interest Units vested and converted into Operating Partnership units and then into common stock, tied to absolute and relative total shareholder return performance for the 2023–2025 period. After these conversions, he continues to hold 168,804 OP Units and 89,333 Profits Interest Units, reflecting substantial remaining equity exposure.

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Insider Ballew Neal
Role CHIEF ACCOUNTING OFFICER
Type Security Shares Price Value
Grant/Award Common Stock 168 $37.25 $6K
Disposition Common Stock 11 $47.68 $524.48
Exercise Profits Interest Units 14,862 $0.00 $0.00
Exercise Profits Interest Units 5,620 $0.00 $0.00
Exercise OP Units 14,862 $0.00 $0.00
Exercise OP Units 5,620 $0.00 $0.00
Holdings After Transaction: Profits Interest Units — 83,713 shares (Direct); OP Units — 168,804 shares (Direct); Common Stock — 4,665 shares (Direct)
Footnotes (6)
  1. F1. These shares were purchased via the Company's Employee Stock Purchase Plan ("ESPP").
  2. F2. Represents shares sold by the Reporting Person to cover tax withholding obligations in connection with the acquisition of shares under the ESPP.
  3. F3. 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.
  4. F4. 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.
  5. F5. 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.
  6. F6. 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.
ESPP shares acquired 168 shares at $37.25 Common stock purchased under Employee Stock Purchase Plan
Shares surrendered for taxes 11 shares at $47.68 Common stock surrendered to issuer for tax withholding
Common shares held 4,676 shares Direct common stock ownership after reported transactions
Profits Interest Units vested 40,964 units PIUs vesting and converting into OP Units and common stock
OP Units remaining 168,804 units OP Unit balance after conversions on June 30, 2026
Profits Interest Units remaining 89,333 units PIU balance after vesting events tied to 2023–2025 TSR
Employee Stock Purchase Plan financial
"These shares were purchased via the Company's Employee Stock Purchase Plan ("ESPP")."
An employee stock purchase plan is a company program that lets workers buy shares through small payroll deductions, often at a discount to the market price and after a set offering period. Think of it like a workplace savings plan that turns into ownership: it encourages employees to share in the company’s success and can create predictable buying or selling of stock that investors watch because it affects supply, demand and employee incentives.
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 for cash equal to the then fair market value"
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"
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.

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

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FAQ

What did Omega Healthcare (OHI) executive Neal Ballew report in this Form 4?

Neal Ballew reported routine equity compensation and an employee stock purchase. He acquired shares through the Employee Stock Purchase Plan, had a small tax-related share disposition, and reported vesting and conversion of Profits Interest Units into Operating Partnership units and common stock.

How many Omega Healthcare (OHI) common shares does Neal Ballew hold after these transactions?

Neal Ballew holds 4,676 Omega Healthcare common shares directly after these transactions. This balance reflects 168 shares acquired through the Employee Stock Purchase Plan and 11 shares surrendered back to the issuer to satisfy tax withholding obligations associated with that acquisition.

What is the Employee Stock Purchase Plan mentioned in Neal Ballew’s OHI filing?

The Employee Stock Purchase Plan allows eligible employees to buy company stock, often at a discount. In this filing, 168 Omega Healthcare shares were purchased for Neal Ballew under the ESPP, and some shares were surrendered to the issuer to cover related tax withholding obligations.

Were Neal Ballew’s OHI share dispositions open-market sales?

No, the reported disposition was to cover tax withholding, not an open-market sale. The filing shows 11 shares of common stock were surrendered to the issuer to satisfy tax obligations tied to shares acquired through the Employee Stock Purchase Plan, rather than being sold on the market.

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

Profits Interest Units are partnership interests that can vest into OP Units. Each OP Unit is redeemable for cash equal to one share’s fair market value or, at the issuer’s election, one common share, providing a performance-based and tax-driven equity-linked incentive structure for participants.

How many equity-linked units does Neal Ballew retain after these OHI transactions?

After the reported vesting and conversions, Neal Ballew retains 168,804 OP Units and 89,333 Profits Interest Units. These positions, in addition to his common stock holdings, indicate ongoing exposure to Omega Healthcare’s performance through partnership and profits interests.
SEC Form 4
FORM 4UNITED 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*
Ballew Neal

(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)
Director10% Owner
XOfficer (give title below)Other (specify below)
CHIEF ACCOUNTING OFFICER
2a. Foreign Trading Symbol
3. Date of Earliest Transaction (Month/Day/Year)
06/30/2026
6. Individual or Joint/Group Filing (Check Applicable Line)
XForm 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)
CodeVAmount(A) or (D)Price
Common Stock07/01/2026A168(1)A$37.254,676D
Common Stock07/01/2026D11(2)D$47.684,665D
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)
CodeV(A)(D)Date ExercisableExpiration DateTitleAmount or Number of Shares
Profits Interest Units(3)(4)06/30/2026M14,862 (5) (5)OP Units14,862$089,333D
Profits Interest Units(3)(4)06/30/2026M5,620 (6) (6)OP Units5,620$083,713D
OP Units(4)06/30/2026M14,862 (4) (4)Common Stock14,862$0163,184D
OP Units(4)06/30/2026M5,620 (4) (4)Common Stock5,620$0168,804D
Explanation of Responses:
1. These shares were purchased via the Company's Employee Stock Purchase Plan ("ESPP").
2. Represents shares sold by the Reporting Person to cover tax withholding obligations in connection with the acquisition of shares under the ESPP.
3. 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.
4. 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.
5. 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.
6. 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-Fact07/01/2026
** Signature of Reporting PersonDate
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)