Ballew Neal 4

What Happened

• Ballew Neal, Chief Accounting Officer of Omega Healthcare Investors (OHI), reported conversions of derivative/performance units and a small ESPP purchase. On 2026-03-31 Neal reported exercise/conversion transactions totaling 14,863 and 5,620 units (20,483 units reported) with $0.00 price entries (derivative conversions). On 2026-04-01 he acquired 168 shares under the company ESPP at $37.25 each (total $6,258) and sold 8 shares to the issuer at $43.82 ($351) to cover tax withholding related to the ESPP purchase. The ESPP purchase is a modest buy; the derivative entries reflect vesting/conversion events rather than a cash purchase.

Key Details

• Transaction dates/prices:
  • 2026-03-31: Exercise/conversion of derivatives — 14,863 and 5,620 units reported at $0.00 (derivative conversion entries).
  • 2026-04-01: ESPP acquisition — 168 shares @ $37.25 = $6,258 (F1).
  • 2026-04-01: Disposition to issuer — 8 shares @ $43.82 = $351 to cover taxes (F2).
• Shares owned after these transactions: not specified in the filing.
• Notable footnotes:
  • F1: ESPP purchase (employee stock purchase plan).
  • F2: 8-share sale was to cover tax withholding for the ESPP purchase.
  • F3–F6: The derivative items relate to Profits Interest Units (PIUs) that vested into Operating Partnership units (OP Units) tied to 2023–2025 performance (25% vested per quarter in 2026 as certified Jan 8, 2026); OP Units are redeemable for cash equal to FMV of one common share or, at the issuer’s election, one share.
• Filing timeliness: Reported period 2026-03-31, filed 2026-04-01 — appears timely (no late filing indicated).

Context

• The M-code derivative entries reflect conversion/vesting of performance-based PIUs into OP Units or related instruments; they are reported at $0.00 because they are non-cash conversions/vestings rather than market purchases.
• The small ESPP purchase (+168 shares, net +160 after tax sale) is a routine employee purchase and typically considered more informative than a small withholding sale.
• No indication of a 10% owner transaction or a 10b5-1 plan; the tax-withholding sale is routine and does not necessarily reflect sentiment.