Omega Healthcare Investors, Inc. files regulatory documents that record its healthcare REIT results, governance and capital-structure activity. Form 8-K reports include quarterly and annual financial results, AFFO and FAD metrics, investment activity and Regulation FD exhibits tied to earnings releases.
The filing record also documents proxy matters, executive compensation disclosures, employment-agreement amendments, at-the-market common stock programs, senior unsecured credit facilities, note redemptions and the company’s NYSE-listed common stock. These disclosures frame Omega’s public reporting around long-term healthcare real estate, operator relationships, leverage and shareholder governance.
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.
Omega Healthcare Investors reported that its Chief Financial Officer, Robert O. Stephenson, acquired two awards of Profits Interest Units on January 8, 2026. One transaction covered 115,078 Profits Interest Units at a price of $0 per unit, bringing his total reported derivative holdings related to that award to 167,059 units. A second transaction covered 43,516 Profits Interest Units at a price of $0 per unit, with total holdings for that award rising to 210,575 units.
The filing explains that these Profits Interest Units in OHI Healthcare Properties Limited Partnership have been earned, but not yet vested, based on the company’s Absolute and Relative Total Shareholder Return for the 2023–2025 performance period. According to the certification by the Compensation Committee, 25% of the earned units will vest at the end of each quarter of 2026, subject to continued employment and certain acceleration events. Each unit represents a contingent right to receive one OP Unit in the operating partnership, and OP Units do not expire.
Omega Healthcare Investors reported that its Chief Executive Officer and director, C. Taylor Pickett, received new equity-based awards tied to the company’s operating partnership. On January 8, 2026, he was granted 276,902 Profits Interest Units (PIUs), bringing his directly held PIUs to 407,935.
On the same date, he was also granted an additional 104,708 PIUs, increasing his directly held PIUs to 512,643. Each PIU represents a contingent right to receive one operating partnership unit once vesting and certain tax-related conditions are met, and the underlying OP Units do not expire.
The filing explains that the PIUs were earned, but are not yet vested, based on the company’s Absolute and Relative Total Shareholder Return for the 2023–2025 performance period. A quarter of the earned PIUs will vest at the end of each quarter of 2026, subject to continued employment and possible accelerated vesting upon certain events.
Omega Healthcare Investors reported a Form 4 for Chief Legal Officer Gail D. Makode covering performance-based equity awards in the form of Profits Interest Units (PIUs) in OHI Healthcare Properties Limited Partnership. On January 8, 2026, Makode acquired 59,449 PIUs and 22,480 PIUs at a price of $0 per unit, all held directly. Each PIU represents a contingent right to receive one OP Unit of the partnership upon vesting and meeting specified tax-related economic conditions, and OP Units do not expire.
The PIUs were earned, but not yet vested, based on Absolute and Relative Total Shareholder Return for the 2023–2025 performance period, as certified by the Compensation Committee as of January 8, 2026. Twenty-five percent of the earned PIUs will vest at the end of each quarter of 2026, subject to continued employment and possible accelerated vesting upon certain events.
Omega Healthcare Investors reported an equity award for its Chief Investment Officer, Vikas Gupta, tied to long-term performance. On January 8, 2026, Gupta was granted 59,449 Profits Interest Units (PIUs) and another 22,480 PIUs in OHI Healthcare Properties Limited Partnership, where Omega is the general partner. Each PIU is a contingent right to receive one OP Unit upon vesting and meeting tax-related requirements, and OP Units do not expire.
The first PIU grant was earned based on Absolute Total Shareholder Return for the 2023–2025 performance period, and the second on Relative Total Shareholder Return for the same period, both certified by the Compensation Committee as of January 8, 2026. Twenty-five percent of the PIUs earned for 2023–2025 will vest at the end of each quarter of 2026, subject to continued employment and possible accelerated vesting on certain events.
Omega Healthcare Investors reported an insider equity award for its President, Matthew Paul Gourmand. On January 8, 2026, he was granted 59,449 Profits Interest Units (PIUs) in OHI Healthcare Properties Limited Partnership at a price of $0 per unit, increasing his beneficial holdings in this derivative security to 95,482 PIUs. On the same date, he was also granted an additional 22,480 PIUs at $0, bringing his total beneficial ownership to 117,962 PIUs.
The PIUs relate to OP Units in the operating partnership and represent a contingent right to receive one OP Unit per PIU upon vesting and satisfaction of specified tax-related conditions. The awards were earned, but not yet vested, based on the company’s Absolute Total Shareholder Return for 2023–2025 and Relative Total Shareholder Return for 2022–2024, with vesting scheduled quarterly during 2026, subject to continued employment and certain acceleration events.
Omega Healthcare Investors reported an equity compensation grant to its Chief Accounting Officer, Neal Ballew. On January 8, 2026, Ballew was awarded 59,449 Profits Interest Units (PIUs) and a separate grant of 22,480 PIUs in OHI Healthcare Properties Limited Partnership, the operating partnership for the company. Each PIU represents a contingent right to receive one OP Unit, which is a limited partnership interest, once vesting and certain tax-related conditions are met.
The PIUs were earned, but not yet vested, based on Absolute and Relative Total Shareholder Return over the 2023–2025 performance period, as certified by the compensation committee. According to the award terms, 25% of the PIUs earned for this period will vest at the end of each quarter of 2026, subject to continued employment and possible accelerated vesting upon certain events.
Omega Healthcare Investors filed an amended insider trading report for its Chief Executive Officer and director. The filing restates details of a prior transaction in which the executive redeemed 200,000 OP Units in OHI Healthcare Properties Limited Partnership, each tied economically to one share of Omega Healthcare common stock. Each OP Unit was redeemed for cash based on the average closing price over ten trading days, confirmed here as $44.25 per share.
The amendment also notes that 20,000 underlying shares from this redemption were matchable with a purchase of 20,000 Omega Healthcare shares on November 5, 2025 under Section 16(b), and the executive has paid $22,144 to the company as short-swing profit. The company explains this amendment corrects a typographical error in the previously reported average price, while the actual redemption price and profit repayment figures remain the same.
Cohen & Steers and its affiliates report a 4.64% passive stake in Omega Healthcare Investors, Inc. They disclose beneficial ownership of 13,709,195 shares of Omega Healthcare common stock as of 12/31/2025, with sole voting power over 10,584,543 shares and sole dispositive power over the full 13,709,195 shares. The shares are held by Cohen & Steers Capital Management, Cohen & Steers UK, Cohen & Steers Asia, and Cohen & Steers Ireland for the benefit of their account holders, who are entitled to dividends and sale proceeds. Cohen & Steers, Inc. owns 100% of these subsidiaries and certifies that the holdings are in the ordinary course of business and not for the purpose of changing or influencing control of Omega Healthcare.
Omega Healthcare Investors, Inc. has amended the employment agreements of its named executive officers, extending their terms by one year to December 31, 2028 and updating annual salaries after a Compensation Committee review. The changes are most significant for President Matthew Gourmand and Chief Legal Officer and General Counsel Gail Makode.
Mr. Gourmand’s annual bonus opportunity was increased at all performance levels, with the high level rising to 200% of annual base salary, target to 125% and threshold to 75%. His severance in a termination without cause or with good reason was raised from two times to three times the sum of annual base salary and three-year average annual bonus, payable over three years, and his post-employment non-compete and non-solicit covenants were extended from two years to three years.
For Ms. Makode, severance in a termination without cause or with good reason was increased from one and a half times to two times the sum of annual base salary and three-year average annual bonus, payable over two years, and her post-employment non-compete and non-solicit covenants were lengthened from 18 months to two years.