STEPHENSON ROBERT O 4

4 · OMEGA HEALTHCARE INVESTORS INC · Filed Jan 2, 2026

Form 4

Period: 2025-12-30

CHIEF FINANCIAL OFFICER

Transactions

Gift
Common Stock
2025-12-30−3,850→ 178,426 total
Exercise/Conversion
Profits Interest Units
2025-12-31−25,737→ 108,466 total
→ OP Units (25,737 underlying)
Exercise/Conversion
Profits Interest Units
2025-12-31−26,658→ 81,808 total
→ OP Units (26,658 underlying)
Exercise/Conversion
Profits Interest Units
2025-12-31−29,827→ 51,981 total
→ OP Units (29,827 underlying)
Exercise/Conversion
OP Units
2025-12-31+25,737→ 622,960 total
→ Common Stock (25,737 underlying)
Exercise/Conversion
OP Units
2025-12-31+26,658→ 649,618 total
→ Common Stock (26,658 underlying)
Exercise/Conversion
OP Units
2025-12-31+29,827→ 679,445 total
→ Common Stock (29,827 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 (1) unit of limited partnership interest (an "OP Unit") in the Operating Partnership upon vesting and the satisfaction of certain tax-driven economic requirements. OP Units do not expire.
[F2]Each 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 continued employment and accelerated vesting under certain circumstances.
[F3]Represents 25% of the PIUs that vesting into OP Units at the end of each calendar quarter in 2025 based on the Absolute Total Shareholder Return for the 2022-2024 performance period, subject to continued employment and accelerated vesting under certain circumstances.
[F4]Represents 25% of the PIUs that vesting into OP Units at the end of each calendar quarter in 2025 based on the Relative Total Shareholder Return for the 2022-2024 performance period, subject to continued employment and accelerated vesting under certain circumstances.
[F5]Represents PIUs subject to three-year time-based vesting into OP Units that were granted in 2023, subject to continued employment and accelerated vesting under certain circumstances.

Documents

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