Craig R. Callen - 06 Jun 2025 Form 4 Insider Report for OMEGA HEALTHCARE INVESTORS INC (OHI)

Role: Director
Signature: /s/ Meghan C. Lyons, Attorney-in-Fact
Issuer symbol: OHI
Transactions as of: 06 Jun 2025
Net transactions value: $0
Form type: 4
Filing time: 10 Jun 2025, 16:05:07 UTC
Previous filing: 04 Apr 2025
SEC: View on sec.gov

Reporting Owners (1)

Name	Relationship	Address	Signature	Signature date	CIK
CALLEN CRAIG R	Director	303 INTERNATIONAL CIRCLE, SUITE 200, HUNT VALLEY	/s/ Meghan C. Lyons, Attorney-in-Fact	10 Jun 2025	0001224316

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	-12,144	-100%	$0.000000	0	06 Jun 2025	OP Units	12,144		Direct	F1, F2
transaction	OHI	OP Units	Options Exercise	$0	+12,144	+24%	$0.000000	63,047	06 Jun 2025	Common Stock	12,144		Direct	F2, F3
transaction	OHI	Profits Interest Units	Award	$0	+11,263		$0.000000	11,263	06 Jun 2025	OP Units	11,263		Direct	F1, F2, F4, F5

* 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 unit of limited partnership interest (an "OP Unit") in the Operating Partnership upon vesting and the satisfaction of certain tax-driven economic requirements.
F2	Each OP Unit is redeemable at the election of the holder for cash equal to the then fair market value of one share of Issuer common stock, or at the Issuer's election, one share of Issuer common stock, subject to adjustment as set forth in the partnership agreement. The OP Units have no expiration date.
F3	100% of the reporting person's PIUs granted on June 7, 2024 vested and converted into OP Units on June 6, 2025.
F4	Represents the annual grant of stock the reporting person elected to receive as Profits Interest Units.
F5	100% of the reporting person's PIUs granted on June 6, 2025 will vest on the date of the Company's 2026 Annual Meeting of Shareholders, subject to continued service.