Statement of Changes in Beneficial Ownership (Form 4)

FORM 4 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 that is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c). See Instruction 10.

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934 or Section 30(h) of the Investment Company Act of 1940

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(Print or Type Responses)

1. Name and Address of Reporting Person * PICKETT C TAYLOR 2. Issuer Name and Ticker or Trading Symbol OMEGA HEALTHCARE INVESTORS INC [OHI] 5. Relationship of Reporting Person(s) to Issuer (Check all applicable) __X__ Director _____ 10% Owner __X__ Officer (give title below) _____ Other (specify below) CHIEF EXECUTIVE OFFICER (Last) (First) (Middle) 303 INTERNATIONAL CIRCLE, SUITE 200 3. Date of Earliest Transaction (Month/Day/Year) 12/30/2025 (Street) HUNT VALLEY, MD 21030 4. If Amendment, Date 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 (City) (State) (Zip) 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) Code V Amount (A) or (D) Price

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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 Underlying Securities (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 of Derivative Security: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
				Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares
OP Units	(1)	12/30/2025		S(1)(2)			200,000	(3)	(3)	Common Stock	200,000	$ 0	934,750	D
Profits Interest Units	(3)(4)	12/31/2025		M			60,459	(5)	(5)	OP Units	60,459	$ 0	265,425	D
Profits Interest Units	(3)(4)	12/31/2025		M			62,622	(6)	(6)	OP Units	62,622	$ 0	202,803	D
Profits Interest Units	(3)(4)	12/31/2025		M			71,770	(7)	(7)	OP Units	71,770	$ 0	131,033	D
OP Units	(3)	12/31/2025		M		60,459		(3)	(3)	Common Stock	60,459	$ 0	995,209	D
OP Units	(3)	12/31/2025		M		62,622		(3)	(3)	Common Stock	62,622	$ 0	1,057,831	D
OP Units	(3)	12/31/2025		M		71,770		(3)	(3)	Common Stock	71,770	$ 0	1,129,601	D

Reporting Owners

Reporting Owner Name / Address	Relationships
	Director	10% Owner	Officer	Other
PICKETT C TAYLOR 303 INTERNATIONAL CIRCLE SUITE 200 HUNT VALLEY, MD 21030	X		CHIEF EXECUTIVE OFFICER

Signatures

/s/ Meghan C. Lyons, Attorney-in-Fact		01/02/2026
**Signature of Reporting Person		Date

Explanation of Responses:

*	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).
(1)	The reporting person redeemed 200,000 units of limited partnership interest (each, an "OP Unit") in OHI Healthcare Properties Limited Partnership, of which Omega Healthcare Investors, Inc. (the "Company") is the general partner. Each OP Unit was redeemed for an amount of cash equal to the average of the daily closing price of the Company's common stock on the New York Stock Exchange for the10 consecutive trading days immediately preceding the Company's receipt of the notice of redemption, or $45.25.
(2)	The reporting person's redemption of OP Units herein was matchable under Section 16(b) of the Securities Exchange Act of 1934, to the extent of 20,000 underlying shares, with the reporting person's purchase of 20,000 shares of the Company's common stock on November 5, 2025. The reporting person has paid $22,144.00 to the Company, representing the full amount of profit realized in connection with the short-swing transaction.
(3)	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. The OP Units have no expiration date.
(4)	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.
(5)	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.
(6)	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.
(7)	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.

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