ROBERT O. STEPHENSON - 30 Sep 2025 Form 4 Insider Report for OMEGA HEALTHCARE INVESTORS INC (OHI)

Role
CHIEF FINANCIAL OFFICER
Signature
/s/ Meghan C. Lyons, Attorney-in-Fact
Issuer symbol
OHI
Transactions as of
30 Sep 2025
Net transactions value
$0
Form type
4
Filing time
01 Oct 2025, 16:15:30 UTC
Previous filing
28 Aug 2025
Next filing
02 Jan 2026
SEC
View on sec.gov

Reporting Owners (1)

Name Relationship Address Signature Signature date CIK
STEPHENSON ROBERT O CHIEF FINANCIAL OFFICER 303 INTERNATIONAL CIRCLE, SUITE 200, HUNT VALLEY /s/ Meghan C. Lyons, Attorney-in-Fact 01 Oct 2025 0001157251

Derivative Securities (e.g., puts, calls, warrants, options, convertible securities)

Type Sym Class Transaction Value $ Shares Change % * Price $ Shares After Date Underlying Class Amount Exercise Price Ownership Footnotes
transaction OHI Profits Interest Units Options Exercise $0 -25,737 -14% $0.000000 160,861 30 Sep 2025 OP Units 25,737 Direct F1, F2, F3
transaction OHI Profits Interest Units Options Exercise $0 -26,658 -17% $0.000000 134,203 30 Sep 2025 OP Units 26,658 Direct F1, F2, F4
transaction OHI OP Units Options Exercise $0 +25,737 +4.7% $0.000000 570,565 30 Sep 2025 Common Stock 25,737 Direct F2
transaction OHI OP Units Options Exercise $0 +26,658 +4.7% $0.000000 597,223 30 Sep 2025 Common Stock 26,658 Direct F2
* An asterisk sign (*) next to the price indicates that the price is likely invalid.

Explanation of Responses:

Id Content
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 (1) unit of limited partnership interest (an "OP Unit") in the Operating Partnership upon vesting and the satisfaction of certain tax-driven economic requirements. OP Units do not expire
F2 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 adjustment as set forth in the partnership agreement.
F3 Represents 25% of the PIUs that vested into OP Units at the end of each calendar quarter in 2025 based on the Absolute Total Shareholder Return for the 2022-2024 performance period, subject to continued employment and accelerated vesting under certain circumstances.
F4 Represents 25% of the PIUs that vested into OP Units at the end of each calendar quarter in 2025 based on the Relative Total Shareholder Return for the 2022-2024 performance period, subject to continued employment and accelerated vesting under certain circumstances.