OMEGA HEALTHCARE INVESTORS INC

Code

A

Shares

64

Price

$39.37

Footnotes

5

These shares were purchased by the officer via the Company's Employee Stock Purchase Plan, and includes shares acquired pursuant to the Issuer's dividend reinvestment plan through automatic reinvestment of cash dividends. Represents shares sold by the Reporting Person to cover tax withholding obligations in connection with the acquisition of shares under the ESPP. 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. 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. Represents 25% of the PIUs that vested into OP Units at the end of each calendar quarter in 2026 based on the Absolute Total Shareholder Return for the 2023-2025 performance period, subject to continued employment and accelerated vesting under certain circumstances, as certified by the Compensation Committee on January 8, 2026.