Form 4: Omega Healthcare Investors' President Matthew Gourmand Reports Acquisition of OP Units Following Vesting of Profits Interest Units

Matthew Paul Gourmand, President of Omega Healthcare Investors, reports the vesting of Profits Interest Units into OP Units and subsequent conversion into common stock.

Summary

• On March 31, 2025, Matthew Paul Gourmand, President of Omega Healthcare Investors Inc., reported the vesting of Profits Interest Units (PIUs) into OP Units.
• A total of 11,627 PIUs vested based on Absolute Total Shareholder Return and 12,043 PIUs vested based on Relative Total Shareholder Return for the 2022-2024 performance period.
• These OP Units are redeemable for cash or common stock of Omega Healthcare Investors Inc.
• Gourmand directly owns 134,491 OP Units after the transaction.
• Gourmand directly owns 92,935 shares of Common Stock after the transaction from the conversion of 11,627 OP Units.
• Gourmand directly owns 104,978 shares of Common Stock after the transaction from the conversion of 12,043 OP Units.
• The transactions were executed at a price of $0.
• A Power of Attorney was executed on January 2, 2025, appointing Robert O. Stephenson, Gail D. Makode, and Meghan C. Lyons as attorneys-in-fact for Section 16 filings.

Sentiment

Score: 7

Explanation: The document reflects a positive event (vesting of performance-based equity) for a key executive, suggesting alignment with company goals. However, it's a routine disclosure, so the impact is moderate.

Positives

• The vesting of PIUs indicates that performance targets related to Total Shareholder Return were met for the 2022-2024 period.

Future Outlook

The document does not contain specific forward-looking statements, but the vesting of PIUs is contingent on continued employment and can be accelerated under certain circumstances.

Industry Context

This filing is a routine disclosure related to executive compensation and equity ownership, common in publicly traded companies like Omega Healthcare Investors. It reflects the alignment of executive incentives with shareholder returns.

Comparison to Industry Standards

• Equity-based compensation, including profits interest units and OP units, is a common practice among REITs like Omega Healthcare Investors to align management's interests with those of shareholders.
• Similar REITs, such as Ventas (VTR) and Welltower (WELL), also utilize equity-based compensation plans for their executives.
• The vesting of these units based on total shareholder return is a performance-based incentive, which is a standard practice in the industry to drive long-term value creation.

Stakeholder Impact

• The vesting of PIUs into OP Units and subsequent conversion into common stock could have a minor dilutive effect on existing shareholders.
• The vesting of PIUs based on performance metrics suggests that management is incentivized to improve shareholder value.

Key Dates

Keywords

OP Units, Profits Interest Units, Form 4, Omega Healthcare Investors, Gourmand, Beneficial Ownership, Section 16