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Omega Healthcare Investors, Inc. is holding its 2026 annual stockholders meeting virtually on June 5, 2026 at 10:00 a.m. EDT, with April 8, 2026 as the record date. Stockholders are asked to elect eight incumbent directors, ratify Ernst & Young LLP as independent auditor for 2026, and approve an advisory vote on executive compensation.
The proxy highlights a largely independent board with a separated Chair/CEO structure, majority voting for directors, proxy access and strong committee oversight, including cybersecurity and AI risk. It reports robust support for prior say‑on‑pay votes, a pay program heavily weighted to performance-based equity tied to three‑year absolute and relative total shareholder return, and stock ownership and clawback policies aligning executives with long-term shareholder interests.
Omega Healthcare Investors’ chief legal officer, Gail D. Makode, exercised partnership-based equity awards tied to the company’s performance. On March 31, 2026, she converted a total of 40,966 Profits Interest Units into OP Units in the operating partnership and related OP Units into interests linked to common stock value.
After these transactions, she directly holds 101,201 Profits Interest Units and 224,508 OP Units. Each OP Unit can be redeemed for cash equal to the fair market value of one Omega Healthcare common share, or, at the company’s election, one share of common stock. The vesting of these awards was based on Absolute and Relative Total Shareholder Return for the 2023–2025 performance period and required continued employment.
OMEGA HEALTHCARE INVESTORS INC Chief Investment Officer Vikas Gupta reported compensation-related equity vesting and derivative exercises. On March 31, 2026, he exercised awards covering 40,966 units at an exercise price of $0.00 per unit.
These transactions reflect Profits Interest Units that vested into OP Units, and OP Units that became redeemable for cash or one share of common stock, based on Absolute and Relative Total Shareholder Return for the 2023–2025 performance period. Following the exercises, Gupta directly holds 118,201 Profits Interest Units and 225,988 OP Units, indicating a substantial continuing equity stake. The activity appears tied to previously granted performance-based awards rather than open-market buying or selling.
Omega Healthcare Investors' chief financial officer Robert O. Stephenson exercised performance-based equity awards linked to the company’s operating partnership. On March 31, 2026, he converted a total of 79,298 Profits Interest Units into OP Units, and then into an equal number of OP Units tied to common stock, at a stated exercise price of $0.0000 per unit.
The awards were based on Absolute and Relative Total Shareholder Return for the 2023–2025 performance period and vested in 25% quarterly increments during 2026, subject to continued employment and possible accelerated vesting, as certified by the compensation committee on January 8, 2026. After these transactions, he directly holds 719,094 OP Units exchangeable into cash or Omega common shares at the issuer’s election, with no open derivative positions shown.
Omega Healthcare Investors president Matthew Paul Gourmand reported compensation-related equity vesting and conversions. On March 31, 2026, he exercised Profits Interest Units (PIUs) into OP Units and then converted those OP Units into common stock at a $0.00 exercise price.
Two tranches of 14,863 and 5,620 PIUs vested into OP Units, and matching OP Unit amounts converted into the same number of common shares. The filing shows 211,876 shares of common stock held directly after these transactions. Footnotes explain the PIUs were earned based on absolute and relative total shareholder return for the 2023–2025 performance period, with 25% vesting each quarter in 2026, as certified by the Compensation Committee on January 8, 2026. No sales were reported.
Omega Healthcare Investors CEO C. Taylor Pickett exercised performance-based equity awards linked to partnership units. On March 31, 2026, he exercised Profits Interest Units into 69,226 and 26,177 OP Units, then exercised those OP Units into an equal number of common shares at a $0.00 exercise price.
The filing shows derivative exercises covering a total of 190,806 units, including 95,403 OP Units that became common stock. These awards vested based on Absolute and Relative Total Shareholder Return for the 2023–2025 period, subject to continued employment. Following the transactions, he directly holds 1,225,003 shares of common stock.
Omega Healthcare Investors' chief accounting officer Neal Ballew reported routine equity compensation and related conversions. He acquired 168 shares of common stock at $37.25 per share through the Employee Stock Purchase Plan, with 8 shares returned to the company to cover tax withholding at $43.82 per share.
He also exercised 14,863 and 5,620 Profits Interest Units into the same number of OP Units, and then converted 14,863 and 5,620 OP Units into common stock. Following these transactions, he directly holds 4,508 common shares and 148,322 OP Units, which are redeemable for cash or common stock as described.
Omega Healthcare Investors Inc ownership disclosure: Amendment No. 20 to a Schedule 13G/A reports that The Vanguard Group beneficially owns 0 shares of Common Stock (CUSIP 681936100) and holds 0% of the class as disclosed in the filing. The filing explains an internal realignment on January 12, 2026 that led certain Vanguard subsidiaries/divisions to report separately.
Cohen & Steers has reported a significant but sub-5% position in Omega Healthcare Investors, Inc. common stock. As of the event date of 12/31/2025, Cohen & Steers, Inc. reports beneficial ownership of 13,709,195 shares, representing 4.64% of Omega Healthcare’s outstanding common stock.
The firm has sole power to vote 10,584,543 shares and sole power to dispose of 13,709,195 shares, with no shared voting or dispositive power. Subsidiaries including Cohen & Steers Capital Management, UK, Asia, and Ireland entities hold these securities for the benefit of their account holders, who are entitled to dividends and sale proceeds.
Cohen & Steers certifies that the securities were acquired and are held in the ordinary course of business and not for the purpose of changing or influencing control of Omega Healthcare Investors.