SEC Form 4 · accession 0002051514-26-000010
OMEGA HEALTHCARE INVESTORS INC · OHI
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Reporting owner
Vikas Gupta
Officer — Chief Investment Officer
Period of report
Jun 30, 2026
Accepted (ET)
Jul 1, 2026 · 4:45 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 30, 2026 | M | 14,862 | D | — | — | OP Units | 14,862 | 97,719 | D |
| Profits Interest UnitsF1,F2,F4 | — | Jun 30, 2026 | M | 5,620 | D | — | — | OP Units | 5,620 | 92,099 | D |
| OP UnitsF2 | — | Jun 30, 2026 | M | 14,862 | A | — | — | Common Stock | 14,862 | 240,850 | D |
| OP UnitsF2 | — | Jun 30, 2026 | M | 5,620 | A | — | — | Common Stock | 5,620 | 246,470 | 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 common stock, subject to adjustment as set forth in the partnership agreement. The OP Units have no expiration date.
- F3Represents 25% of the PIUs that vested into OP Units at the end of each calendar quarter in 2026 based on the Absolute Total Shareholder Return for the 2023-2025 performance period, subject to continued employment and accelerated vesting under certain circumstances, as certified by the Compensation Committee on January 8, 2026.
- F4Represents 25% of the PIUs that vested into OP Units at the end of each calendar quarter in 2026 based on the Relative Total Shareholder Return for the 2023-2025 performance period, subject to continued employment and accelerated vesting under certain circumstances, as certified by the Compensation Committee on January 8, 2026.