OMEGA HEALTHCARE INVESTORS INC SEC Filings

Omega Healthcare Investors (OHI) redeemed its 5.250% Senior Notes due 2026 in full. On October 15, 2025, the company retired all $600 million aggregate principal amount of the notes. It deposited $607,875,000 with the trustee to cover the redemption price, which equaled 100% of principal plus accrued and unpaid interest to, but not including, the redemption date.

With the redemption completed, the related obligations of Omega and its subsidiary guarantors were terminated, and the governing indenture was discharged. Certain customary provisions for trustee compensation, indemnification, and application of trust funds continue to apply.

Omega Healthcare Investors reporting person Robert O. Stephenson, the company's Chief Financial Officer, disclosed vesting of performance-based partnership units on 09/30/2025. Certain Profits Interest Units (PIUs) converted to Operating Partnership (OP) Units: 25,737 PIUs and 26,658 PIUs vested (separately for Absolute and Relative TSR performance), yielding corresponding OP Units and underlying common stock equivalents. After these transactions the filing shows beneficial ownership figures of 570,565 and 597,223 OP Units/common-stock equivalents across the reported items and totals of 160,861 and 134,203 PIU-derived OP Units noted. OP Units are redeemable for cash equal to fair market value or, at the issuer's election, for common stock.

Omega Healthcare Investors insider Form 4: Pickett C. Taylor, listed as Director and Chief Executive Officer, reported vesting conversions on 09/30/2025 that increased his holdings in the company and its operating partnership. Two sets of Profits Interest Units (PIUs) converted into OP Units (60,459 and 62,622 units) with a stated price of $0, increasing the reported OP Unit beneficial ownership levels to 388,506 and 325,884, respectively. Those OP Units also correspond to common stock equivalents: the conversions are shown as underlying Common Stock amounts that raise his reported common-equivalent holdings to 1,072,128 and 1,134,750. The filing notes the 2022–2024 performance-period vesting (25% per quarter) tied to Absolute and Relative Total Shareholder Return and explains OP Units are redeemable for cash equal to fair market value or, at the issuer's election, for shares. The form is signed by Meghan C. Lyons as attorney-in-fact on 10/01/2025.

Gail D. Makode, Chief Legal Officer of Omega Healthcare Investors, Inc. (OHI) reported vesting of performance-based units on 09/30/2025. A total of 23,669 Profits Interest Units (PIUs) converted into an equal number of OP Units through two separate vesting events of 11,627 and 12,042 units. The filing shows the resulting beneficial ownership counts following each conversion: 79,467 and 67,425 OP Units on the profits-interest lines, and reported common-stock equivalents of 152,906 and 164,948 shares on the OP Unit lines. The PIUs vesting resulted from the 2022–2024 performance period: one tranche vested based on Absolute Total Shareholder Return and the other based on Relative Total Shareholder Return, each representing 25% of the PIUs vesting at quarter end and subject to continued employment and certain acceleration conditions.

Omega Healthcare Investors insider Vikas Gupta reported conversion of performance-based units into limited partnership units and underlying common stock equivalents. On 09/30/2025 Mr. Gupta had Profits Interest Units (PIUs) and OP Units vest: 11,627 PIUs converted to 11,627 OP Units and 12,042 PIUs converted to 12,042 OP Units, each with $0 exercise price. Following these transactions he beneficially owned 154,386 common-stock-equivalent OP Units from one tranche and 166,428 from another tranche, for totals shown on the filing. The PIUs vesting represented 25% quarterly vesting tied to the 2022–2024 Absolute and Relative Total Shareholder Return performance periods, subject to continued employment and certain acceleration provisions.

Matthew Paul Gourmand, President of Omega Healthcare Investors, reported transactions dated 09/30/2025 showing vesting and conversion of performance-based units into operating partnership units and common-stock equivalents. Two sets of Profits Interest Units (PIUs) vested into OP Units: 11,627 PIUs (Absolute TSR tranche) and 12,042 PIUs (Relative TSR tranche). Each vested PIU converts to one OP Unit with a $0 stated conversion price, and OP Units are redeemable for cash equal to the then fair market value of one share of common stock or, at the issuer’s election, one share of common stock. Following the reported transactions the filing shows beneficial ownership totals of 87,152 and 75,110 PIUs and common-stock-equivalent OP Unit totals of 140,274 and 152,316 respectively. Vesting was based on 2022–2024 performance periods and is subject to continued employment and acceleration conditions.

Insider transactions by Neal Ballew at Omega Healthcare Investors (OHI) show purchases and vesting activity tied to compensation programs. On 10/01/2025 the reporting person purchased 201 shares under the company ESPP at $31.16 and simultaneously sold 201 shares to cover tax withholding at $42.22, leaving 4,187 shares beneficially owned after the sale. Separately, portions of performance-based Profits Interest Units (PIUs) vested on 09/30/2025, converting to OP Units and increasing direct ownership: 9,248 and 9,579 PIUs vested into corresponding OP Units, raising OP Unit and equivalent common stock holdings as disclosed. Explanations state vesting occurred quarterly in 2025 based on Absolute and Relative TSR for 2022–2024 and OP Units are redeemable for cash or common stock with no expiration.

Omega Healthcare Investors, Inc. entered into a new senior unsecured $2.3 billion credit facility that replaces its prior multicurrency revolving facility. The new facility comprises a $2.0 billion multicurrency revolving credit facility and a $300.0 million delayed draw term loan (DDTL) facility. The Revolving Credit Facility matures on September 28, 2029, with Omega able to extend twice for six-month periods; the DDTL matures on September 29, 2028, with two possible twelve-month extensions. The DDTL may be drawn for up to 180 days after closing and does not amortize. The Revolving facility permits borrowings in U.S. Dollars or Alternative Currencies with a $600.0 billion sublimit for Alternative Currencies. Omega and certain subsidiaries are borrowers/guarantors and Bank of America, N.A. serves as administrative agent. OHI LP is currently the sole guarantor of the Credit Facility.

Omega Healthcare Investors, Inc. announced that it will redeem all of its outstanding 5.250% Senior Notes due 2026 on October 15, 2025. The notes will be redeemed at 100% of their principal amount, plus accrued and unpaid interest up to but not including the redemption date, in line with the governing indenture.

The company stated that an irrevocable notice of redemption was mailed to record holders of the notes on September 15, 2025 by U.S. Bank Trust Company, National Association, the trustee under the indenture. Omega also issued a press release about the redemption, which is attached as an exhibit.