CALLEN CRAIG R 4

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

AI-generated summary of this filing

Updated Jun 9, 2026

OHI Director Craig Callen Exercises/Converts PIUs and Receives Award

What Happened

Craig R. Callen, a director of Omega Healthcare Investors, converted/exercised 11,263 Profits Interest Units (PIUs) into Operating Partnership units (OP Units) that were marked as disposed on June 5, 2026. These derivative transactions show $0 exercise price and $0 reported cash value in the filing.
On the same date (June 5, 2026) he was also granted 9,708 PIUs as his annual equity award. Those newly granted PIUs are reported as derivative awards with $0 price and will vest subject to continued service (see Context).

Key Details

Transaction dates and types:
- 2025-06-06: 11,263 PIUs recorded as acquired (derivative).
- 2026-06-05: 11,263 converted/exercised (derivative) and disposed (derivative) — $0.00 price reported.
- 2026-06-05: 9,708 PIUs granted (derivative award) — $0.00 price reported.
Shares/units outstanding after transaction: not specified in the provided excerpt.
Footnote highlights:
- PIUs are contingent rights to receive OP Units upon vesting and tax-driven conditions (F1).
- OP Units are redeemable for cash equal to a share’s fair market value or, at the issuer’s election, for one share of common stock (F2).
- The 11,263 PIUs granted on June 6, 2025 vested and converted into OP Units on June 5, 2026 (F3).
- The 9,708 PIUs represent his annual election to receive PIUs (F4) and will vest at the Company’s 2027 Annual Meeting, subject to continued service (F5).
Filing timeliness: Form 4 filed 2026-06-09 reporting a 2026-06-05 event — filing appears timely.

Context

These are derivative/compensation-related transactions (PIUs → OP Units). PIUs are not standard stock purchases; they are contingent units that convert to partnership units which can be redeemed for cash or converted to shares per the partnership agreement.
The $0.00 exercise price reflects conversion/grant mechanics rather than an open‑market purchase or sale for cash. Disposition of converted units may reflect redemption or transfer of OP Units rather than a typical stock sale; the filing does not disclose cash proceeds.

Form 4

Period: 2026-06-05

Director

Transactions

Exercise/Conversion
Profits Interest Units
[F1][F2]
2026-06-05−11,263→ 0 total
→ OP Units (11,263 underlying)
Exercise/Conversion
OP Units
[F2][F3]
2025-06-06+11,263→ 74,310 total
→ Common Stock (11,263 underlying)
Award
Profits Interest Units
[F1][F2][F4][F5]
2026-06-05+9,708→ 9,708 total
→ OP Units (9,708 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 common stock, subject to adjustment as set forth in the partnership agreement. The OP Units have no expiration date.
[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 elected 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