Omega Healthcare's Vikas Gupta converts performance awards

Q: What transactions did OHI Chief Investment Officer Vikas Gupta report for September 30, 2026?

Vikas Gupta reported disposing of 14,862 and 5,620 Profits Interest Units and acquiring matching amounts of OP Units through exercise/conversion transactions. The OP Unit records identify Common Stock as the underlying security, and the PIU tranches related respectively to absolute and relative total shareholder return.

Q: What percentage of OHI's performance-based PIUs vested each quarter?

Each transaction footnote describes 25% of the PIUs that vested into OP Units at the end of each calendar quarter in 2026. The reported tranches were based on Absolute Total Shareholder Return and Relative Total Shareholder Return, respectively, for the 2023–2025 performance period.

The Chief Investment Officer's award tranches were tied to absolute and relative shareholder returns for the 2023–2025 performance period.

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Rhea-AI Filing Summary

Omega Healthcare Investors Inc. (OHI) reported Chief Investment Officer Vikas Gupta’s exercise/conversion transactions on September 30, 2026: he disposed of 14,862 and 5,620 Profits Interest Units and acquired matching amounts of OP Units. The OP Unit transaction records identify Common Stock as the underlying security. The PIU tranches were tied to absolute and relative total shareholder return, respectively, for the 2023–2025 performance period; vesting was subject to continued employment and accelerated vesting in certain circumstances.

Insider Trade Summary

40,964 shares exercised/converted

Exercise 4 txns

Insider Gupta Vikas

Role Chief Investment Officer

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 — 71,617 contracts (Direct); OP Units — 266,952 contracts (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 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.

Key Figures

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

5 metrics

Profits Interest Units disposed 14,862 units September 30, 2026; tranche based on Absolute Total Shareholder Return

Profits Interest Units disposed 5,620 units September 30, 2026; tranche based on Relative Total Shareholder Return

OP Units acquired 14,862 units September 30, 2026; Common Stock listed as the underlying security

OP Units acquired 5,620 units September 30, 2026; Common Stock listed as the underlying security

Quarterly PIU vesting portion 25% Of the PIUs that vested into OP Units at each calendar quarter-end in 2026

Key Terms

Profits Interest Units, OP Unit, 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 Unit financial

"one unit of limited partnership interest (an "OP Unit")"

An op unit is shorthand for an operating unit — a distinct part of a company that runs day-to-day activities, such as manufacturing, sales, or a product line, with its own management and performance metrics. Investors care because each unit’s results show which parts of the business are profitable or struggling, much like checking individual rooms in a house to see where energy or costs are leaking, helping assess growth potential and risk.

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.

redeemable financial

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

FAQ

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

What transactions did OHI Chief Investment Officer Vikas Gupta report for September 30, 2026?

Vikas Gupta reported disposing of 14,862 and 5,620 Profits Interest Units and acquiring matching amounts of OP Units through exercise/conversion transactions. The OP Unit records identify Common Stock as the underlying security, and the PIU tranches related respectively to absolute and relative total shareholder return.

What percentage of OHI's performance-based PIUs vested each quarter?

Each transaction footnote describes 25% of the PIUs that vested into OP Units at the end of each calendar quarter in 2026. The reported tranches were based on Absolute Total Shareholder Return and Relative Total Shareholder Return, respectively, for the 2023–2025 performance period.

How can OHI OP Units be redeemed?

Each OP Unit is redeemable at the holder’s election for cash equal to the then fair market value of one share of the issuer’s Common Stock, or, at the issuer’s election, for one share of Common Stock, subject to adjustment under the partnership agreement.

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

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^*

Gupta Vikas

(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)
	Chief Investment Officer

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)
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⁾	09/30/2026		M			14,862	⁽³⁾	⁽³⁾	OP Units	14,862	$0	77,237	D
Profits Interest Units	⁽¹⁾⁽²⁾	09/30/2026		M			5,620	⁽⁴⁾	⁽⁴⁾	OP Units	5,620	$0	71,617	D
OP Units	⁽²⁾	09/30/2026		M		14,862		⁽²⁾	⁽²⁾	Common Stock	14,862	$0	261,332	D
OP Units	⁽²⁾	09/30/2026		M		5,620		⁽²⁾	⁽²⁾	Common Stock	5,620	$0	266,952	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)

Source: View Original Filing on SEC EDGAR