Form 4: Omega Healthcare Investors CFO Reports Acquisition of OP Units Following Vesting of Profits Interest Units

Robert O. Stephenson, CFO of Omega Healthcare Investors, reports the vesting of Profits Interest Units (PIUs) into OP Units and subsequent acquisition of common stock.

Summary

• On March 31, 2025, Robert O. Stephenson, the Chief Financial Officer of Omega Healthcare Investors Inc. (OHI), reported transactions related to derivative securities.
• Specifically, Profits Interest Units (PIUs) vested into OP Units, which in turn were redeemed for common stock.
• 25,738 PIUs vested based on Absolute Total Shareholder Return, and 26,659 PIUs vested based on Relative Total Shareholder Return for the 2022-2024 performance period.
• These vested PIUs converted into OP Units and then into common stock, resulting in Stephenson directly owning 465,773 shares and 492,432 shares respectively.
• The price for each conversion was $0.
• Following these transactions, Stephenson directly owns 265,653 OP Units and 238,994 OP Units.

Sentiment

Score: 7

Explanation: The document reflects a positive outcome (vesting of PIUs) based on the company's performance, suggesting a moderately positive sentiment.

Positives

• The vesting of PIUs indicates that performance targets related to shareholder return were met during the 2022-2024 period.

Future Outlook

The document does not contain specific forward-looking statements, but the vesting of PIUs is tied to future performance periods.

Industry Context

This filing is a routine disclosure related to executive compensation and equity ownership, common in publicly traded companies. It reflects the alignment of management's interests with those of shareholders through equity-based compensation.

Comparison to Industry Standards

• Equity-based compensation, including profits interest units and stock options, is a common practice among publicly traded REITs like Omega Healthcare Investors to incentivize executives and align their interests with shareholders.
• Companies like Ventas (VTR) and Welltower (WELL) also utilize similar compensation structures to attract and retain top talent.
• The vesting conditions based on total shareholder return are also a standard metric used to measure executive performance in the REIT industry.

Stakeholder Impact

• The vesting of PIUs and conversion to common stock could have a minor dilutive effect on existing shareholders.
• The vesting of PIUs based on performance metrics suggests a positive impact on shareholders due to the alignment of management incentives with shareholder value.

Key Dates

Keywords

Omega Healthcare Investors, OHI, Robert O. Stephenson, CFO, Profits Interest Units, OP Units, Common Stock, Vesting, Form 4, Beneficial Ownership, Shareholder Return