STEPHENSON ROBERT O 4

4 · OMEGA HEALTHCARE INVESTORS INC · Filed Apr 1, 2026

AI-generated summary of this filing

Updated Apr 1, 2026

OHI CFO Robert Stephenson Exercises Derivative Units, Disposes 39,649

What happened

Robert O. Stephenson, CFO of Omega Healthcare Investors (OHI), executed conversions of contingent derivative awards on 2026-03-31. The filing shows two conversions/exercises (transaction code M) for 28,770 and 10,879 units, respectively — a total of 39,649 units — with an exercise price of $0.00. The filing also reports identical amounts as disposed (28,770 and 10,879), so 39,649 units were both acquired (converted) and disposed on the same date. The reported dollar amounts are $0, indicating no cash purchase price was paid and no cash proceeds are reported in the entry.

Key details

Transaction date: 2026-03-31 (Form filed 2026-04-01 — appears timely).
Instruments and code: M = Exercise/conversion of derivative (Profits Interest Units / OP Units).
Lots: 28,770 units and 10,879 units; total acquired = 39,649; total disposed = 39,649.
Price: $0.00 per unit; reported dollar amounts = $0.
Shares owned after transaction: not provided in the excerpt of the filing.
Relevant footnotes:
- F1–F2: These were Profits Interest Units (PIUs) that convert into Operating Partnership units (OP Units); OP Units can be redeemed for cash equal to the fair market value of one share or converted into issuer common stock.
- F3–F4: The reported conversions reflect scheduled vesting (25% vesting each quarter in 2026) based on Absolute and Relative Total Shareholder Return for the 2023–2025 performance period, as certified Jan 8, 2026.
Filing timeliness: No late filing flag shown.

Context

These entries are derivative conversions/vestings of performance-linked partnership units rather than open-market purchases or straightforward stock sales. The equal “acquired” and “disposed” entries with $0 reported suggest internal conversion/settlement of award units (vesting and immediate settlement/redemption or conversion), not a cash outlay by the insider. This activity is compensation-related and typically reflects vesting of previously granted performance awards rather than a directional trading signal.

Form 4

Period: 2026-03-31

CHIEF FINANCIAL OFFICER

Transactions

Exercise/Conversion
Profits Interest Units
[F1][F2][F3]
2026-03-31−28,770→ 202,604 total
→ OP Units (28,770 underlying)
Exercise/Conversion
Profits Interest Units
[F1][F2][F4]
2026-03-31−10,879→ 191,725 total
→ OP Units (10,879 underlying)
Exercise/Conversion
OP Units
[F2]
2026-03-31+28,770→ 708,215 total
→ Common Stock (28,770 underlying)
Exercise/Conversion
OP Units
[F2]
2026-03-31+10,879→ 719,094 total
→ Common Stock (10,879 underlying)

Footnotes (4)

[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 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.
[F4]Represents 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.

Signature

/s/ Meghan C. Lyons, Attorney-in-Fact|2026-04-01

2 files