Gail D. Makode - 31 Dec 2025 Form 4 Insider Report for OMEGA HEALTHCARE INVESTORS INC (OHI)

Role: CHIEF LEGAL OFFICER
Signature: /s/ Meghan C. Lyons, Attorney-in-Fact
Issuer symbol: OHI
Transactions as of: 31 Dec 2025
Net transactions value: $0
Form type: 4
Filing time: 02 Jan 2026, 16:15:14 UTC
Previous filing: 01 Oct 2025
Next filing: 12 Jan 2026
SEC: View on sec.gov

Reporting Owners (1)

Name	Relationship	Address	Signature	Signature date	CIK
Makode Gail D	CHIEF LEGAL OFFICER	303 INTERNATIONAL CIRCLE, SUITE 200, HUNT VALLEY	/s/ Meghan C. Lyons, Attorney-in-Fact	02 Jan 2026	0001560811

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	-11,627	-17%	$0.000000	55,798	31 Dec 2025	OP Units	11,627		Direct	F1, F2, F3
transaction	OHI	Profits Interest Units	Options Exercise	$0	-12,042	-22%	$0.000000	43,756	31 Dec 2025	OP Units	12,042		Direct	F1, F2, F4
transaction	OHI	Profits Interest Units	Options Exercise	$0	-15,408	-35%	$0.000000	28,348	31 Dec 2025	OP Units	15,408		Direct	F1, F2, F5
transaction	OHI	OP Units	Options Exercise	$0	+11,627	+7%	$0.000000	176,575	31 Dec 2025	Common Stock	11,627		Direct	F2
transaction	OHI	OP Units	Options Exercise	$0	+12,042	+6.8%	$0.000000	188,617	31 Dec 2025	Common Stock	12,042		Direct	F2
transaction	OHI	OP Units	Options Exercise	$0	+15,408	+8.2%	$0.000000	204,025	31 Dec 2025	Common Stock	15,408		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.