ROBERT O. STEPHENSON - 31 Mar 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
31 Mar 2025
Transactions value $
$0
Form type
4
Filing time
02 Apr 2025, 18:00:17 UTC
Previous filing
20 Mar 2025
Next filing
23 Jun 2025
SEC
View on sec.gov

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 -25,738 -8.8% $0 265,653 31 Mar 2025 OP Units 25,738 Direct F1, F2, F3
transaction OHI Profits Interest Units Options Exercise $0 -26,659 -10% $0 238,994 31 Mar 2025 OP Units 26,659 Direct F1, F2, F4
transaction OHI OP Units Options Exercise $0 +25,738 +5.8% $0 465,773 31 Mar 2025 Common Stock 25,738 Direct F2
transaction OHI OP Units Options Exercise $0 +26,659 +5.7% $0 492,432 31 Mar 2025 Common Stock 26,659 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.