SEC Form 3 · accession 0002148932-26-000004
OMEGA HEALTHCARE INVESTORS INC · OHI
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Reporting owner
Lucas M. Golem
Officer — CHIEF ACCOUNTING OFFICER
Period of report
Aug 1, 2026
Accepted (ET)
Aug 7, 2026 · 4:11 pm EDT
Rule 10b5-1 plan
unknown — predates the checkbox
Issuer CIK
0000888491
Table I — non-derivative securities
| Security | Date | Code | Shares | Price | A/D | Owned after | D/I | Nature of ownership |
|---|---|---|---|---|---|---|---|---|
| Common StockF1 | holding | — | — | — | 1,685 | D |
Table II — derivative securities
| Security | Conv. / exercise price | Date | Code | Shares | A/D | Exercisable | Expires | Underlying | Underlying shares | Owned after | D/I |
|---|---|---|---|---|---|---|---|---|---|---|---|
| Profits Interest UnitsF2,F3 | $0.00 | holding | — | — | — | — | — | OP Units | 18,853 | — | D |
| OP UnitsF3 | $0.00 | holding | — | — | — | — | — | Common Stock | 31,738 | — | D |
Explanation of responses
- F1Includes shares purchased by officer as part of the Omega Healthcare Investors, Inc.'s (the "Issuer's") Employee Stock Purchase Plan, as well as shares acquired pursuant to the Issuer's dividend reinvestment plan through automatic reinvestment of cash dividends.
- F2Represents Profits Interest Units ("PIUs") in OHI Healthcare Properties Limited Partnership (the "OP"), 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 OP upon vesting and the satisfaction of certain tax-driven economic requirements, subject to continued employment and accelerated vesting upon certain events. Includes 3,616 PIUs granted 1/1/24, 3,942 PIUs granted 1/1/25, and 3,643 PIUs granted 1/1/26, subject to three-year cliff vesting on 12/31/26, 12/31/27 and 12/31/28, respectively. Also includes 7,652 PIUs that have been earned, but not yet vested, based on the Issuer's Absolute Total Shareholder Return and Relative Total Shareholder Return for the 2023-2025 performance period. 50% of such performance-based PIUs will vest at the end of each remaining calendar quarter in 2026.
- F3Each 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.