PLAVIN STEPHEN D 4

4 · OMEGA HEALTHCARE INVESTORS INC · Filed Jun 9, 2026

AI-generated summary of this filing

Updated Jun 10, 2026

OHI Director Stephen D. Plavin Exercises Derivatives, Receives Award

What Happened

Stephen D. Plavin, a director of Omega Healthcare Investors, converted 4,424 Profits Interest Units (PIUs) into Operating Partnership units (OP Units) and was granted 3,814 PIUs on June 5, 2026. All transactions show $0.00 per unit, meaning no cash changed hands in these internal conversion/award transactions.

Key Details

Transaction date: 2026-06-05 (filed 2026-06-09). Prices reported: $0.00 for all entries.
Transactions reported: Exercise/conversion of derivative (code M) — 4,424 units (both acquired and disposed entries); Grant/award (code A) — 3,814 PIUs acquired.
Shares/units owned after transaction: not specified in this Form 4.
Filing timeliness: Filed on 2026-06-09 for a 2026-06-05 transaction — within the Section 16 two-business-day reporting window.
Footnote highlights:
- F1/F3: PIUs are contingent rights that, upon vesting and tax conditions, convert into OP Units; 100% of Plavin’s PIUs granted on 6/6/2025 vested and converted into OP Units on 6/5/2026.
- F2: OP Units are redeemable for cash equal to the fair market value of one share of common stock, or at the company’s election, for common shares.
- F4/F5: The 3,814 PIUs represent the annual grant elected as PIUs on 6/5/2026 and will vest in full at the 2027 Annual Meeting subject to continued service.

Context

These entries are compensation-related equity conversions and grants (not open-market buys or sales). The conversion of vested PIUs to OP Units can be monetized later (redeemable for cash or shares per the partnership agreement). The newly granted PIUs will vest in the future if service conditions are met.

Form 4

Period: 2026-06-05

Director

Transactions

Exercise/Conversion
Profits Interest Units
[F1][F2][F3]
2026-06-05−4,424→ 0 total
→ OP Units (4,424 underlying)
Exercise/Conversion
OP Units
[F2]
2026-06-05+4,424→ 23,215 total
→ Common Stock (4,424 underlying)
Award
Profits Interest Units
[F1][F2][F4][F5]
2026-06-05+3,814→ 3,814 total
→ OP Units (3,814 underlying)

Footnotes (5)

[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's common stock, subject to adjustment as set forth in the partnership agreement. OP Units do not expire.
[F3]100% of the reporting person's PIUs granted on June 6, 2025 vested and converted into OP Units on June 5, 2026.
[F4]Represents the annual grant of stock the reporting person election to receive as Profits Interest Units.
[F5]100% 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.

Signature

/s/ Meghan C. Lyons, Attorney-in-Fact|2026-06-09

2 files