Neal Ballew - Mar 31, 2025 Form 4 Insider Report for OMEGA HEALTHCARE INVESTORS INC (OHI)

Role: CHIEF ACCOUNTING OFFICER
Signature: /s/ Meghan C. Lyons, Attorney-in-Fact
Stock symbol: OHI
Transactions as of: Mar 31, 2025
Transactions value $: $5,932
Form type: 4
Date filed: 4/2/2025, 06:00 PM
Previous filing: Jan 21, 2025
SEC: View on sec.gov

Transactions Table

Type	Sym	Class	Transaction	Value $	Shares	Change %	* Price $	Shares After	Date	Ownership	Footnotes
transaction	OHI	Common Stock	Award	$6.28K	+195	+5.38%	$32.18	3.82K	Apr 1, 2025	Direct	F1
transaction	OHI	Common Stock	Tax liability	-$343	-9	-0.24%	$38.08	3.81K	Apr 1, 2025	Direct	F2

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	-9.25K	-7.77%	$0.00	110K	Mar 31, 2025	OP Units	9.25K		Direct	F3, F4, F5
transaction	OHI	Profits Interest Units	Options Exercise	$0	-9.58K	-8.72%	$0.00	100K	Mar 31, 2025	OP Units	9.58K		Direct	F3, F4, F6
transaction	OHI	OP Units	Options Exercise	$0	+9.25K	+24.92%	$0.00	46.4K	Mar 31, 2025	Common Stock	9.25K		Direct	F4
transaction	OHI	OP Units	Options Exercise	$0	+9.58K	+20.66%	$0.00	55.9K	Mar 31, 2025	Common Stock	9.58K		Direct	F4

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

Explanation of Responses:

Id	Content
F1	These shares were purchased via the Company's Employee Stock Purchase Plan ("ESPP").
F2	Represents shares sold by the Reporting Person to cover tax withholding obligations in connection with the acquisition of shares under the ESPP.
F3	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.
F4	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. The OP Units have no expiration date.
F5	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.
F6	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.