ROBERT O. STEPHENSON - 31 Mar 2024 Form 4 Insider Report for OMEGA HEALTHCARE INVESTORS INC (OHI)

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	-20.3K	-12.24%	$0.00	145K	31 Mar 2024	OP Units	20.3K		Direct	F1, F2, F3
transaction	OHI	OP Units	Options Exercise	$0	+20.3K	+6.1%	$0.00	353K	31 Mar 2024	Common Stock	20.3K		Direct	F2

* An asterisk sign (*) next to the price indicates that the price is likely invalid.

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 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 2024 based on the performance for the 2021-2023 performance period, subject to continued employment and accelerated vesting under certain circumstances.