Omega Healthcare (NYSE: OHI) CEO converts 190,806 incentive units into OP Units and stock-linked interests
Rhea-AI Filing Summary
Omega Healthcare Investors CEO C. Taylor Pickett reported equity incentive vesting and derivative exercises involving partnership units linked to the company’s common stock. On June 30, 2026, he exercised a total of 190,806 Profits Interest Units and OP Units at an exercise price of $0.00 per unit, converting them into higher-tier OP Units and common stock-based interests.
Following these transactions, direct holdings included 1,320,406 OP Units in one line and 1,294,229 OP Units in another, plus 405,345 Profits Interest Units, all tied economically to Omega’s common stock under the partnership agreement. Separately, 112,500 OP Units are held in an irrevocable trust for his spouse and son, over which he has no voting power; this trust position did not change and continues to be reported for beneficial ownership.
Positive
- None.
Negative
- None.
Insider Trade Summary
190,806 shares exercised/converted
Exercise
5 txns
Insider
PICKETT C TAYLOR
Role
CHIEF EXECUTIVE OFFICER
| Type | Security | Shares | Price | Value |
|---|---|---|---|---|
| Exercise | Profits Interest Units | 69,226 | $0.00 | $0.00 |
| Exercise | Profits Interest Units | 26,177 | $0.00 | $0.00 |
| Exercise | OP Units | 69,226 | $0.00 | $0.00 |
| Exercise | OP Units | 26,177 | $0.00 | $0.00 |
| holding | OP Units | -- | -- | -- |
Holdings After Transaction:
Profits Interest Units — 379,168 shares (Direct);
OP Units — 1,320,406 shares (Direct);
OP Units — 112,500 shares (Indirect, C. Taylor Pickett Trust)
Footnotes (6)
- 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.
- 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.
- 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.
- 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.
- F5. Reflects OP Units held in an irrevocable trust for the benefit of the reporting person's spouse and son and over which the reporting person has no voting power. No transaction involving these OP Units occurred on the date reported herein, and they continue to be reported solely to reflect the reporting person's beneficial ownership.
- F6. 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 continued employment and accelerated vesting under certain circumstances. The OP Units have no expiration date.
Key Figures
Total units exercised: 190,806 units
Exercise price: $0.00 per unit
OP Units after one exercise line: 1,320,406 OP Units
+3 more
6 metrics
Total units exercised
190,806 units
Derivative exercises on June 30, 2026
Exercise price
$0.00 per unit
Profits Interest Units and OP Units
OP Units after one exercise line
1,320,406 OP Units
Total shares following one June 30, 2026 transaction
OP Units after second exercise line
1,294,229 OP Units
Total shares following another June 30, 2026 transaction
Profits Interest Units remaining
405,345 units
Total after June 30, 2026 derivative exercises
Indirect OP Units in trust
112,500 OP Units
Irrevocable trust for spouse and son, no voting power
Key Terms
Profits Interest Units, OP Units, Absolute Total Shareholder Return, Relative Total Shareholder Return, +1 more
5 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 for cash"
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.
irrevocable trust financial
"Reflects OP Units held in an irrevocable trust for the benefit of the reporting person's spouse and son"
An irrevocable trust is a legal arrangement where an owner transfers assets into a separate entity managed by a trustee and gives up the power to modify or reclaim those assets. For investors it matters because putting stock or other holdings into such a trust can change who controls and benefits from the assets, affect taxes and creditor protection, and influence how easy it is to sell or value those holdings—like placing valuables in a locked safe overseen by someone else.
AI-generated analysis. How Rhea-AI works. Not financial advice.
FAQ
What did Omega Healthcare (OHI) CEO C. Taylor Pickett report in this Form 4?
The filing reports that CEO C. Taylor Pickett exercised derivative awards into OP Units and common stock-linked interests on June 30, 2026. These actions reflect vesting and conversion of incentive units tied to Omega Healthcare’s operating partnership rather than open-market stock purchases or sales.
How many units did the Omega Healthcare (OHI) CEO acquire through exercises?
C. Taylor Pickett exercised derivative awards covering 190,806 units on June 30, 2026. This total reflects multiple transactions in Profits Interest Units and OP Units, each converted at an exercise price of $0.00 per unit into OP Units and interests economically linked to common stock.
What are Profits Interest Units and OP Units for Omega Healthcare (OHI)?
Profits Interest Units (PIUs) are partnership interests that can vest into OP Units in Omega’s operating partnership. Each OP Unit is redeemable for cash equal to the fair market value of one common share, or, at Omega’s election, one actual share of Omega Healthcare common stock, with no expiration date.
How are the CEO’s new Omega Healthcare (OHI) holdings structured after these transactions?
After the June 30, 2026 exercises, direct holdings reported include 1,320,406 OP Units in one line, 1,294,229 OP Units in another, and 405,345 Profits Interest Units. These partnership interests are economically tied to Omega Healthcare common stock under the operating partnership agreement’s redemption provisions.
What is the significance of the irrevocable trust holdings in this Omega Healthcare (OHI) filing?
The filing notes 112,500 OP Units held in an irrevocable trust for the CEO’s spouse and son, over which he has no voting power. No transaction occurred in these units on June 30, 2026; they are disclosed solely to reflect his beneficial ownership of that trust position.
How were performance conditions involved in the Omega Healthcare (OHI) CEO’s unit vesting?
Footnotes explain that 25% tranches of Profits Interest Units vested into OP Units each quarter in 2026 based on Absolute and Relative Total Shareholder Return for 2023–2025. These vestings required continued employment and were certified by the Compensation Committee on January 8, 2026.