Neal Ballew - 31 Dec 2024 Form 4 Insider Report for OMEGA HEALTHCARE INVESTORS INC (OHI)

Role: CHIEF ACCOUNTING OFFICER
Signature: /s/ Meghan C. Lyons, Attorney-in-Fact
Issuer symbol: OHI
Transactions as of: 31 Dec 2024
Net transactions value: +$5,832
Form type: 4
Filing time: 03 Jan 2025, 16:15:31 UTC
Previous filing: 02 Oct 2024
Next filing: 13 Jan 2025
SEC: View on sec.gov

Transactions Table

Type	Sym	Class	Transaction	Value $	Shares	Change %	* Price $	Shares After	Date	Ownership	Footnotes
transaction	OHI	Common Stock	Award	$6,211	+193	+5.6%	$32.18	3,636	01 Jan 2025	Direct	F1
transaction	OHI	Common Stock	Tax liability	$378	-10	-0.28%	$37.85	3,626	01 Jan 2025	Direct	F2

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	-5,518	-12%	$0.000000	40,307	31 Dec 2024	OP Units	5,518		Direct	F3, F4
transaction	OHI	OP Units	Options Exercise	$0	+5,518	+25%	$0.000000	27,609	31 Dec 2024	Common Stock	5,518		Direct	F4
transaction	OHI	Profits Interest Units	Options Exercise	$0	-9,511	-24%	$0.000000	30,796	31 Dec 2024	OP Units	9,511		Direct	F3, F4, F5
transaction	OHI	OP Units	Options Exercise	$0	+9,511	+34%	$0.000000	37,120	31 Dec 2024	Common Stock	9,511		Direct	F3, F4

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

Explanation of Responses:

Id	Content
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 (1) share of Issuer common stock, or at the Issuer's election, one (1) share of Issuer common stock, subject to adjustment as set forth in the partnership agreement. The OP Units have no expiration date.
F5	Represents PIUs subject to a three-year, time-based vesting into OP Units that were granted in 2022, subject to continued employment, certain tax-related conditions, and accelerated vesting under certain conditions.