Makode Gail D 4

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.