Makode Gail D 4

4 · OMEGA HEALTHCARE INVESTORS INC · Filed Jul 1, 2026

AI-generated summary of this filing

Updated Jul 1, 2026

OHI Chief Legal Officer Gail Makode Exercises Derivative Awards

What Happened

Gail Makode, Chief Legal Officer of Omega Healthcare Investors (OHI), executed derivative conversions on 2026-06-30. She had 14,862 and 5,620 Profits Interest Units (PIUs) convert (total 20,482) — both recorded as acquired and disposed at $0.00. The Form 4 shows these as exercise/conversion transactions (code M) with no cash exchange reported.

Key Details

Transaction date: 2026-06-30; filing date: 2026-07-01 (timely).
Amounts: 14,862 and 5,620 units (total 20,482) reported as both acquired and disposed; price $0.00.
Instrument: PIUs converting into OP Units (derivative), per footnotes — OP Units are redeemable for cash equal to the then fair market value of one share or, at the issuer’s election, one share of common stock.
Vesting note: These conversions reflect quarterly vesting (25% portions) tied to Absolute and Relative Total Shareholder Return for the 2023–2025 performance period, as certified Jan 8, 2026 (see F3/F4).
Shares owned after transaction: not specified on the provided Form 4 excerpt.

Context

Transaction code M = exercise/conversion of a derivative. Here the filing documents vested PIUs converting into OP Units; the zero-dollar entries indicate a non‑cash conversion event rather than an open‑market buy or sale.
Such compensation-related conversions are typically routine vesting events and do not necessarily signal a personal buy/sell sentiment.

Form 4

Period: 2026-06-30

CHIEF LEGAL OFFICER

Transactions

Exercise/Conversion
Profits Interest Units
[F1][F2][F3]
2026-06-30−14,862→ 86,339 total
→ OP Units (14,862 underlying)
Exercise/Conversion
Profits Interest Units
[F1][F2][F4]
2026-06-30−5,620→ 80,719 total
→ OP Units (5,620 underlying)
Exercise/Conversion
OP Units
[F2]
2026-06-30+14,862→ 239,370 total
→ Common Stock (14,862 underlying)
Exercise/Conversion
OP Units
[F2]
2026-06-30+5,620→ 244,990 total
→ Common Stock (5,620 underlying)

Footnotes (4)

[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]Represents 25% of the PIUs that vested into OP Units at the end of each calendar quarter in 2026 based on the Absolute Total Shareholder Return for the 2023-2025 performance period, subject to continued employment and accelerated vesting under certain circumstances, as certified by the Compensation Committee on January 8, 2026.
[F4]Represents 25% of the PIUs that vested into OP Units at the end of each calendar quarter in 2026 based on the Relative Total Shareholder Return for the 2023-2025 performance period, subject to continued employment and accelerated vesting under certain circumstances, as certified by the Compensation Committee on January 8, 2026.

Signature

/s/ Meghan C. Lyons, Attorney-in-Fact|2026-07-01

2 files