Ballew Neal 4
4 · OMEGA HEALTHCARE INVESTORS INC · Filed Jul 1, 2026
Research Summary
AI-generated summary of this filing
Omega Healthcare (OHI) Chief Accounting Officer Neal Ballew Exercises Derivatives
What Happened
Neal Ballew, Chief Accounting Officer of Omega Healthcare Investors (OHI), recorded conversions/exercises of vested derivative/partnership units and a small employee stock purchase. On 2026-06-30 he recorded the exercise/conversion of 14,862 and 5,620 Profits Interest Units (PIUs) — entries show both acquired and disposed at $0 (derivative conversion). On 2026-07-01 he purchased 168 shares under the company ESPP at $37.25/share ($6,258 total) and 11 shares were surrendered to the issuer at $47.68/share ($524) to cover tax withholding.
Key Details
- Transaction dates and prices:
- 2026-06-30: Exercise/conversion of derivatives (M) — 14,862 and 5,620 units recorded at $0 (acquired and disposed entries).
- 2026-07-01: ESPP purchase (A) — 168 shares @ $37.25 = $6,258.
- 2026-07-01: Disposition to issuer (D) — 11 shares @ $47.68 = $524 (tax withholding).
- Shares owned after transaction: Not specified in the filing excerpt provided.
- Notable footnotes:
- F1: ESPP purchase.
- F2: 11 shares sold to issuer to cover tax withholding on ESPP shares.
- F3–F6: PIUs (profits interest units) vested into Operating Partnership units (OP Units) and are redeemable for cash or stock; 25% of PIUs vested each quarter in 2026 per performance cert.
- Filing timeliness: No late filing indicated in this report.
Context
- The M-coded entries reflect conversion/exercise of performance-based PIUs into OP Units (derivative interests). OP Units can be redeemed for cash equal to the fair market value of a share or for shares of OHI common stock (per partnership terms). These are vesting-related, not open-market purchases or sales by the insider.
- The ESPP purchase is a small cash purchase (a modest buy signal); the 11-share disposition is routine withholding to cover taxes and not an open-market sale.
- These transactions are routine compensation and vesting events; factual reporting helps track insider ownership changes but does not by itself indicate managerial intent.
Insider Transaction Report
Form 4
Ballew Neal
CHIEF ACCOUNTING OFFICER
Transactions
- Award
Common Stock
[F1]2026-07-01$37.25/sh+168$6,258→ 4,676 total - Disposition to Issuer
Common Stock
[F2]2026-07-01$47.68/sh−11$524→ 4,665 total - Exercise/Conversion
Profits Interest Units
[F3][F4][F5]2026-06-30−14,862→ 89,333 total→ OP Units (14,862 underlying) - Exercise/Conversion
Profits Interest Units
[F3][F4][F6]2026-06-30−5,620→ 83,713 total→ OP Units (5,620 underlying) - Exercise/Conversion
OP Units
[F4]2026-06-30+14,862→ 163,184 total→ Common Stock (14,862 underlying) - Exercise/Conversion
OP Units
[F4]2026-06-30+5,620→ 168,804 total→ Common Stock (5,620 underlying)
Footnotes (6)
- [F1]These shares were purchased via the Company's Employee Stock Purchase Plan ("ESPP").
- [F2]Represents shares sold by the Reporting Person to cover tax withholding obligations in connection with the acquisition of shares under the ESPP.
- [F3]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.
- [F4]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.
- [F5]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.
- [F6]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