Ballew Neal 4
4 · OMEGA HEALTHCARE INVESTORS INC · Filed Apr 1, 2026
Research Summary
AI-generated summary of this filing
Omega Healthcare (OHI) CAO Ballew Neal Exercises PIUs, Buys 168 Shares
What Happened
- Ballew Neal, Chief Accounting Officer of Omega Healthcare Investors (OHI), reported conversions of derivative/performance units and a small ESPP purchase. On 2026-03-31 Neal reported exercise/conversion transactions totaling 14,863 and 5,620 units (20,483 units reported) with $0.00 price entries (derivative conversions). On 2026-04-01 he acquired 168 shares under the company ESPP at $37.25 each (total $6,258) and sold 8 shares to the issuer at $43.82 ($351) to cover tax withholding related to the ESPP purchase. The ESPP purchase is a modest buy; the derivative entries reflect vesting/conversion events rather than a cash purchase.
Key Details
- Transaction dates/prices:
- 2026-03-31: Exercise/conversion of derivatives — 14,863 and 5,620 units reported at $0.00 (derivative conversion entries).
- 2026-04-01: ESPP acquisition — 168 shares @ $37.25 = $6,258 (F1).
- 2026-04-01: Disposition to issuer — 8 shares @ $43.82 = $351 to cover taxes (F2).
- Shares owned after these transactions: not specified in the filing.
- Notable footnotes:
- F1: ESPP purchase (employee stock purchase plan).
- F2: 8-share sale was to cover tax withholding for the ESPP purchase.
- F3–F6: The derivative items relate to Profits Interest Units (PIUs) that vested into Operating Partnership units (OP Units) tied to 2023–2025 performance (25% vested per quarter in 2026 as certified Jan 8, 2026); OP Units are redeemable for cash equal to FMV of one common share or, at the issuer’s election, one share.
- Filing timeliness: Reported period 2026-03-31, filed 2026-04-01 — appears timely (no late filing indicated).
Context
- The M-code derivative entries reflect conversion/vesting of performance-based PIUs into OP Units or related instruments; they are reported at $0.00 because they are non-cash conversions/vestings rather than market purchases.
- The small ESPP purchase (+168 shares, net +160 after tax sale) is a routine employee purchase and typically considered more informative than a small withholding sale.
- No indication of a 10% owner transaction or a 10b5-1 plan; the tax-withholding sale is routine and does not necessarily reflect sentiment.
Insider Transaction Report
Form 4
Ballew Neal
CHIEF ACCOUNTING OFFICER
Transactions
- Award
Common Stock
[F1]2026-04-01$37.25/sh+168$6,258→ 4,516 total - Disposition to Issuer
Common Stock
[F2]2026-04-01$43.82/sh−8$351→ 4,508 total - Exercise/Conversion
Profits Interest Units
[F3][F4][F5]2026-03-31−14,863→ 109,815 total→ OP Units (14,863 underlying) - Exercise/Conversion
Profits Interest Units
[F3][F4][F6]2026-03-31−5,620→ 104,195 total→ OP Units (5,620 underlying) - Exercise/Conversion
OP Units
[F4]2026-03-31+14,863→ 142,702 total→ Common Stock (14,863 underlying) - Exercise/Conversion
OP Units
[F4]2026-03-31+5,620→ 148,322 total→ Common Stock (5,620 underlying)
Footnotes (6)
- [F1]These shares were purchased via the Company's Employee Stock Purchase Plan ("ESPP").
- [F2]Represents shares sold by the Reporting Person to cover tax withholding obligations in connection with the acquisition of shares under the ESPP.
- [F3]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.
- [F4]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.
- [F5]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.
- [F6]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