Makode Gail D 4

What Happened
Gail Makode, Chief Legal Officer of Omega Healthcare Investors (OHI), recorded conversions/exercises of derivative units on 2026-03-31. The Form 4 shows two derivative transactions of 14,863 and 5,620 units (total 20,483 units) reported as both acquired and disposed at a $0.00 per-unit price (total $0). These entries reflect conversion/settlement of contingent Profits Interest Units (PIUs) into Operating Partnership (OP) units or their equivalent—not an open-market purchase or sale for cash.

Key Details

• Transaction date: 2026-03-31; filing date: 2026-04-01 (timely).
• Reported amounts: 14,863 units and 5,620 units (total 20,483 units). All entries priced at $0.00; reported as derivative conversions (code M).
• Reported as both "Acquired" and "Disposed" for the same amounts—consistent with conversion/settlement of derivative PIUs into OP Units or equivalent.
• Shares owned after the transaction: not specified in the provided data.
• Relevant footnotes:
  • F1: These were Profits Interest Units (PIUs) in the Operating Partnership—contingent rights to receive OP Units upon vesting.
  • F2: OP Units can be redeemed for cash equal to the fair market value of one OHI share or exchanged for OHI common stock at the issuer’s election.
  • F3/F4: The reported vesting represents 25% of PIUs that vested each calendar quarter in 2026 tied to Absolute and Relative Total Shareholder Return for the 2023–2025 performance period, certified by the Compensation Committee on Jan 8, 2026.

Context
This filing documents a derivative conversion/vesting event (not a market buy or sale). The $0 price reflects unit conversion/settlement mechanics rather than a cash transaction. PIU vesting and OP Unit mechanics mean the units can later be redeemed for cash or converted into common stock per the partnership agreement; such entries are typically compensation-related and don’t by themselves indicate insider buying or selling intent.