STEPHENSON ROBERT O. - 30 Dec 2025 Form 4 Insider Report for OMEGA HEALTHCARE INVESTORS INC (OHI)

Role: CHIEF FINANCIAL OFFICER
Signature: /s/ Meghan C. Lyons , Attorney-in-Fact
Issuer symbol: OHI
Transactions as of: 30 Dec 2025
Net transactions value: $0
Form type: 4
Filing time: 02 Jan 2026, 16:15:12 UTC
Previous filing: 01 Oct 2025
Next filing: 05 Jan 2026
SEC: View on sec.gov

Reporting Owners (1)

Name	Relationship	Address	Signature	Signature date	CIK
STEPHENSON ROBERT O	CHIEF FINANCIAL OFFICER	303 INTERNATIONAL CIRCLE, SUITE 200, HUNT VALLEY	/s/ Meghan C. Lyons , Attorney-in-Fact	02 Jan 2026	0001157251

Transactions Table

Type	Sym	Class	Transaction	Value $	Shares	Change %	* Price $	Shares After	Date	Ownership	Footnotes
transaction	OHI	Common Stock	Gift	$0	-3,850	-2.1%	$0.000000	178,426	30 Dec 2025	Direct

Derivative Securities (e.g., puts, calls, warrants, options, convertible securities)

Type	Sym	Class	Transaction	Value $	Shares	Change %	* Price $	Shares After	Date	Underlying Class	Amount	Exercise Price	Ownership	Footnotes
transaction	OHI	Profits Interest Units	Options Exercise	$0	-25,737	-19%	$0.000000	108,466	31 Dec 2025	OP Units	25,737		Direct	F1, F2, F3
transaction	OHI	Profits Interest Units	Options Exercise	$0	-26,658	-25%	$0.000000	81,808	31 Dec 2025	OP Units	26,658		Direct	F1, F2, F4
transaction	OHI	Profits Interest Units	Options Exercise	$0	-29,827	-36%	$0.000000	51,981	31 Dec 2025	OP Units	29,827		Direct	F1, F2, F5
transaction	OHI	OP Units	Options Exercise	$0	+25,737	+4.3%	$0.000000	622,960	31 Dec 2025	Common Stock	25,737		Direct	F2
transaction	OHI	OP Units	Options Exercise	$0	+26,658	+4.3%	$0.000000	649,618	31 Dec 2025	Common Stock	26,658		Direct	F2
transaction	OHI	OP Units	Options Exercise	$0	+29,827	+4.6%	$0.000000	679,445	31 Dec 2025	Common Stock	29,827		Direct	F2

* An asterisk sign (*) next to the price indicates that the price is likely invalid.

Explanation of Responses:

Id	Content
F1	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 (1) unit of limited partnership interest (an "OP Unit") in the Operating Partnership upon vesting and the satisfaction of certain tax-driven economic requirements. OP Units do not expire.
F2	Each OP Unit is redeemable at the election of the holder for cash equal to the then fair market value of one (1) share of Issuer common stock, or at the Issuer's election, one (1) share of Issuer common stock, subject to continued employment and accelerated vesting under certain circumstances.
F3	Represents 25% of the PIUs that vesting into OP Units at the end of each calendar quarter in 2025 based on the Absolute Total Shareholder Return for the 2022-2024 performance period, subject to continued employment and accelerated vesting under certain circumstances.
F4	Represents 25% of the PIUs that vesting into OP Units at the end of each calendar quarter in 2025 based on the Relative Total Shareholder Return for the 2022-2024 performance period, subject to continued employment and accelerated vesting under certain circumstances.
F5	Represents PIUs subject to three-year time-based vesting into OP Units that were granted in 2023, subject to continued employment and accelerated vesting under certain circumstances.