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OMEGA HEALTHCARE INVESTORS INC·4

Jun 9, 4:15 PM ET

HILL BARBARA B 4

Research Summary

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Updated

OHI Director Barbara B. Hill Exercises Derivative & Receives Award

What Happened
Barbara B. Hill, a director of Omega Healthcare Investors, converted 7,079 vested Profits Interest Units (PIUs) into Operating Partnership (OP) Units and received a new grant of 6,102 PIUs on June 5, 2026. Both the conversion and the grant were recorded at an exercise/grant price of $0, so no cash was paid; the combined effect was an acquisition of 13,181 unit-equivalents (7,079 OP Units from conversion + 6,102 newly granted PIUs). The conversion entry appears as both a disposition of PIUs and an acquisition of OP Units (reflecting the unit-type change).

Key Details

  • Transaction date: June 5, 2026; Form 4 filed June 9, 2026 (appears timely under the SEC two-business-day rule).
  • Prices/values reported: $0.00 per unit for conversion and grant (no cash exchange).
  • Net reported acquisitions: 7,079 OP Units (via conversion) and 6,102 PIUs (new grant) — total 13,181 unit-equivalents.
  • Shares/units owned after transaction: not specified in the provided excerpt.
  • Footnotes of note:
    • PIUs are contingent rights to receive OP Units upon vesting and satisfying tax requirements (F1).
    • OP Units can be redeemed for cash equal to the fair market value of one share of OHI common stock, or converted into shares at the issuer’s election (F2).
    • 100% of Ms. Hill’s PIUs granted on June 5, 2025 vested and converted into OP Units on June 5, 2026 (F3).
    • The 6,102-unit entry represents her annual election to receive stock as PIUs (F4).
    • The PIUs granted on June 5, 2026 will vest at the Company’s 2027 Annual Meeting, subject to continued service (F5).

Context
This filing documents a vesting/conversion event and a compensation grant rather than an open-market purchase or sale. The $0 exercise/grant price indicates vesting/award mechanics rather than a cash exercise; converted OP Units are economically similar to common shares because they are redeemable for cash or exchangeable for shares per the partnership agreement. Such transactions are routine for equity compensation and do not by themselves indicate a buy/sell signal from open-market trading.