Vikas Gupta - Sep 30, 2025 Form 4 Insider Report for OMEGA HEALTHCARE INVESTORS INC (OHI)

Role
Chief Investment Officer
Signature
/s/ Meghan C. Lyons, Attorney-in-Fact
Stock symbol
OHI
Transactions as of
Sep 30, 2025
Transactions value $
$0
Form type
4
Date filed
10/1/2025, 04:15 PM
Previous filing
Jul 1, 2025
Next filing
Nov 6, 2025
SEC
View on sec.gov

Reporting Owners (1)

Name Relationship Address Signature Signature date CIK
Gupta Vikas Chief Investment Officer 303 INTERNATIONAL CIRCLE, SUITE 200, HUNT VALLEY /s/ Meghan C. Lyons, Attorney-in-Fact 2025-10-01 0002051514

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 -11.6K -12.24% $0.00 83.4K Sep 30, 2025 OP Units 11.6K Direct F1, F2, F3
transaction OHI Profits Interest Units Options Exercise $0 -12K -14.45% $0.00 71.3K Sep 30, 2025 OP Units 12K Direct F1, F2, F4
transaction OHI OP Units Options Exercise $0 +11.6K +8.14% $0.00 154K Sep 30, 2025 Common Stock 11.6K Direct F2
transaction OHI OP Units Options Exercise $0 +12K +7.8% $0.00 166K Sep 30, 2025 Common Stock 12K 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 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 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.