Form 4: OHI Chief Legal Officer's Equity Vesting Details

Gail D. Makode, Chief Legal Officer of Omega Healthcare Investors, Inc., reported the vesting and conversion of Profits Interest Units into OP Units and subsequently into common stock, effective December 31, 2025.

Summary

• Gail D. Makode, Chief Legal Officer of Omega Healthcare Investors, Inc., reported changes in beneficial ownership of derivative securities.
• On December 31, 2025, 11,627 Profits Interest Units (PIUs) vested into OP Units based on Absolute Total Shareholder Return for the 2022-2024 performance period. Following this transaction, 55,798 PIUs remained beneficially owned.
• Concurrently, 12,042 PIUs vested into OP Units based on Relative Total Shareholder Return for the 2022-2024 performance period. Following this transaction, 43,756 PIUs remained beneficially owned.
• An additional 15,408 PIUs, subject to three-year time-based vesting granted in 2023, also vested into OP Units. Following this transaction, 28,348 PIUs remained beneficially owned.
• On the same date, 11,627 OP Units were converted into 11,627 shares of Omega Healthcare Investors, Inc. Common Stock. Following this transaction, 176,575 OP Units remained beneficially owned.
• Similarly, 12,042 OP Units were converted into 12,042 shares of Omega Healthcare Investors, Inc. Common Stock. Following this transaction, 188,617 OP Units remained beneficially owned.
• And 15,408 OP Units were converted into 15,408 shares of Omega Healthcare Investors, Inc. Common Stock. Following this transaction, 204,025 OP Units remained beneficially owned.
• A total of 39,077 Common Stock shares were acquired through these conversions (11,627 + 12,042 + 15,408).

Sentiment

Score: 6

Explanation: The filing details routine executive compensation events, specifically the vesting and conversion of equity awards. This indicates the fulfillment of performance conditions and continued executive tenure, which is generally neutral to slightly positive for investor confidence due to management alignment.

Positives

• The vesting of performance-based equity awards suggests that certain company performance targets (Absolute and Relative Total Shareholder Return for 2022-2024) were met, aligning management incentives with shareholder value.
• Time-based vesting indicates continued employment and retention of a key executive.

Future Outlook

This filing does not contain any forward-looking statements or guidance regarding the company's future outlook.

Industry Context

This filing is a company-specific disclosure of executive compensation and does not provide broader industry trends or competitive analysis.

Stakeholder Impact

• Shareholders: Potential slight positive impact due to the confirmation of executive incentive alignment with shareholder value through performance-based equity vesting.

Key Dates

Recommendation

This Form 4 filing details routine executive compensation events, specifically the vesting and conversion of previously granted equity awards. While it confirms executive incentive alignment through performance-based vesting, it does not present new information that would fundamentally alter the investment outlook for Omega Healthcare Investors, Inc. Therefore, a 'hold' recommendation is appropriate, maintaining existing positions based on broader company fundamentals and market conditions.

Keywords

OMEGA HEALTHCARE INVESTORS, OHI, Form 4, Insider Transaction, Equity Vesting, Profits Interest Units, OP Units, Common Stock, Executive Compensation, Gail D. Makode