SEC FORM 4

SEC FORM 4 SEC Form 4

FORM 4

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940

OMB APPROVAL

OMB Number:			3235-0287
Estimated average burden
hours per response:			0.5

Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

Check this box to indicate that a transaction was made pursuant to a contract, instruction or written plan for the purchase or sale of equity securities of the issuer that is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c). See Instruction 10.

1. Name and Address of Reporting Person^*

STEPHENSON ROBERT O

(Last)

(First)

(Middle)

303 INTERNATIONAL CIRCLE

SUITE 200

(Street)

HUNT VALLEY

21030

(City)

(State)

(Zip)

2. Issuer Name and Ticker or Trading Symbol
OMEGA HEALTHCARE INVESTORS INC [ OHI ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

	Director	10% Owner
X	Officer (give title below)	Other (specify below)
	CHIEF FINANCIAL OFFICER

3. Date of Earliest Transaction (Month/Day/Year)
12/30/2025

4. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	3. Transaction Code (Instr. 8)		4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5)			5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)	6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
Common Stock	12/30/2025		G		3,850	D	$0	178,426	D

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	4. Transaction Code (Instr. 8)		5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)		6. Date Exercisable and Expiration Date (Month/Day/Year)		7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4)		8. Price of Derivative Security (Instr. 5)	9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)	10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	8. Price of Derivative Security (Instr. 5)		10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
Profits Interest Units	⁽¹⁾⁽²⁾	12/31/2025		M			25,737	⁽³⁾	⁽³⁾	OP Units	25,737	$0	108,466	D
Profits Interest Units	⁽¹⁾⁽²⁾	12/31/2025		M			26,658	⁽⁴⁾	⁽⁴⁾	OP Units	26,658	$0	81,808	D
Profits Interest Units	⁽¹⁾⁽²⁾	12/31/2025		M			29,827	⁽⁵⁾	⁽⁵⁾	OP Units	29,827	$0	51,981	D
OP Units	⁽²⁾	12/31/2025		M		25,737		⁽²⁾	⁽²⁾	Common Stock	25,737	$0	622,960	D
OP Units	⁽²⁾	12/31/2025		M		26,658		⁽²⁾	⁽²⁾	Common Stock	26,658	$0	649,618	D
OP Units	⁽²⁾	12/31/2025		M		29,827		⁽²⁾	⁽²⁾	Common Stock	29,827	$0	679,445	D

Explanation of Responses:

1. 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.

2. 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.

3. 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.

4. 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.

5. 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.

	/s/ Meghan C. Lyons , Attorney-in-Fact	01/02/2026
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 4 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.

CHIEF FINANCIAL OFFICER Stephenson Robert O gifted 3,850 shares, decreasing direct ownership by 2% to 178,426 units (SEC Form 4)