SEC Form 4 · accession 0001235676-26-000003
OMEGA HEALTHCARE INVESTORS INC · OHI
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Reporting owner
Barbara B Hill
Director
Period of report
Jun 5, 2026
Accepted (ET)
Jun 9, 2026 · 4:15 pm EDT
Rule 10b5-1 plan
box not checked
Issuer CIK
0000888491
Table I — non-derivative securities
No Table I lines on this filing.
Table II — derivative securities
| Security | Conv. / exercise price | Date | Code | Shares | A/D | Exercisable | Expires | Underlying | Underlying shares | Owned after | D/I |
|---|---|---|---|---|---|---|---|---|---|---|---|
| Profits Interest UnitsF1,F2,F3 | — | Jun 5, 2026 | M | 7,079 | D | — | — | OP Units | 7,079 | 0 | D |
| OP UnitsF2 | — | Jun 5, 2026 | M | 7,079 | A | — | — | Common Stock | 7,079 | 49,073 | D |
| Profits Interest UnitsF4,F1,F2,F5 | — | Jun 5, 2026 | A | 6,102 | A | — | — | OP Units | 6,102 | 6,102 | D |
Explanation of responses
- F1Represents 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.
- F2Each 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's common stock, subject to adjustment as set forth in the partnership agreement. OP Units do not expire.
- F3100% of the reporting person's PIUs granted on June 5, 2025 vested and converted into OP Units on June 5, 2026.
- F4Represents the annual grant of stock the reporting person election to receive as Profits Interest Units.
- F5100% of the reporting person's PIUs granted on June 5, 2026 will vest on the date of the Company's 2027 Annual Meeting of Shareholders, subject to continued service.