Omega Healthcare Investors reports $179.72 million net income for Q3 2025

Cover page 2 changes

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For the quarterly period ended June September 30, 2025

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As of July 29, October 28, 2025, there were 295,000 295,529 thousand shares of common stock outstanding.

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Financial statements 34 changes

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Investments in unconsolidated joint ventures entities

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Common stock $ 0.10 par value authorized – 700,000 shares , issued and outstanding – 293,149 295,526 shares as of June September 30, 2025 and 279,129 shares as of December 31, 2024

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Recovery provision for credit losses

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Other income (expense) – net

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Gain (loss) on assets sold – net

Total other income (loss)

Income before income tax expense and (loss) income from unconsolidated joint ventures entities

(Loss) income from unconsolidated joint ventures entities

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Total other comprehensive (loss) income

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Comprehensive income attributable to noncontrolling interest ( 5,476 4,644 )

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Three Months Ended June September 30, 2025 and 2024

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Balance at March 31, 2025

Balance at June 30, 2025

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Balance at March 31, 2024

Other comprehensive income loss

Balance at June September 30, 2025

Balance at June 30, 2024

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Exchange and redemption of Omega OP Units

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Net change in noncontrolling interest holder in consolidated JV

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Balance at June September 30, 2024

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Six Nine Months Ended June September 30, 2025 and 2024

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Common dividends declared ($ 1.34 2.01 per share)

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Balance at June September 30, 2025

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Common dividends declared ($ 1.34 2.01 per share)

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Balance at June September 30, 2024

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Six Months Ended June 30,

Nine Months Ended September 30,

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Provision Recovery for credit losses

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Loss from unconsolidated joint ventures

Loss (income) from unconsolidated entities

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Investments in unconsolidated joint ventures entities

Distributions from unconsolidated joint ventures entities in excess of earnings

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Net payments to noncontrolling members of consolidated joint venture ( 3,681 5,768 )

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Increase (decrease) in cash, cash equivalents and restricted cash ( 405,599 84,420 )

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Note 1: BASIS OF PRESENTATION AND SIGNIFICANT ACCOUNTING POLICIES 2 changes

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Omega has elected to be taxed as a real estate investment trust ("REIT") for federal income tax purposes and is structured as an umbrella partnership REIT ("UPREIT") under which all of Omega's assets are owned directly or indirectly by, and all of Omega's operations are conducted directly or indirectly through, its operating partnership subsidiary, OHI Healthcare Properties Limited Partnership (collectively with its subsidiaries, "Omega OP"). Omega has exclusive control over Omega OP's day-to-day management pursuant to the partnership agreement governing Omega OP. As of June September 30, 2025, Parent owned 97 % of the issued and outstanding units of partnership interest in Omega OP ("Omega OP Units"), and other investors owned 3 % of the outstanding Omega OP Units. The number of Omega OP Units owned by Parent is equivalent to the number of outstanding common shares of beneficial interest in Parent. As of September 30, 2025 and December 31, 2024, there were 8,798,212 and 7,898,425 Omega OP Units outstanding, respectively, that were held by other investors.

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In December 2023, the FASB issued ASU 2023-09, which modifies the rules on income tax disclosures to require entities to disclose (i) specific categories in the rate reconciliation, (ii) the income or loss from continuing operations before income tax expense or benefit (separated between domestic and foreign) and (iii) income tax expense or benefit from continuing operations (separated by federal, state and foreign). The guidance also requires entities to disclose their income tax payments to international, federal, state and local jurisdictions. The guidance is effective for annual periods beginning after December 15, 2024. Early adoption is permitted. The guidance should be applied on a prospective basis, but retrospective application is permitted. We are currently evaluating the potential impact of adopting do not expect this new guidance will have a material impact on our consolidated financial statements and or disclosures. We plan to adopt the guidance in the fourth quarter of 2025.

Note 2: REAL ESTATE ASSETS 11 changes

Six Months Ended June 30,

At June September 30, 2025, our leased real estate properties included 577 569 SNFs, 342 343 ALFs, 19 20 ILFs, 18 specialty facilities and one medical office building. The following table summarizes the Company's rental income:

Three Months Ended June September 30,

Nine Months Ended September 30,

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The following table summarizes the asset acquisitions that occurred during the six nine months ended June September 30, 2025:

(1) Represents the acquisition cost that was allocated to our real estate assets on a relative fair value basis. This also represents the total cost of the acquisition unless specifically noted within the table, as the assets acquired in our acquisitions typically consists consist of only real estate assets. From time to time, we may have acquisitions in which additional assets and liabilities are assumed.

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(4) Relates to a non-cash acquisition of one facility previously subject to a mortgage loan with Omega in which the principal amount under the loan agreement was settled in exchange for title to the facility (see Note 5 – Real Estate Loans Receivable) and $ 0.2 million of transaction costs incurred related to the non-cash acquisition.

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During the first quarter of 2025, we purchased a real estate property located in Maryland for approximately $ 4.0 million that will be redeveloped into a SNF. In conjunction with the acquisition, we amended our lease agreement with an existing operator to incorporate the property. We are committed to a maximum funding of $ 22.5 million for the development of the property. As of June 30, 2025, $ 4.7 million was included in construction in progress related to this development project.

We invested $ 27.4 23.0 million and $ 62.7 85.7 million under our construction in progress and capital improvement programs during the three and six nine months ended June September 30, 2025, respectively. We invested $ 34.8 25.4 million and $ 56.2 81.6 million under our construction in progress and capital improvement programs during the three and six nine months ended June September 30, 2024, respectively. As of June September 30, 2025, construction in progress included three projects consisting of the development of a SNF in Virginia, a SNF in Florida and a SNF in Maryland.

In February 2025, we completed and placed into service the $ 201.8 million Inspir Embassy Row construction in progress project, an ALF in Washington D.C., and began recognizing rental income from the facility. The facility is subject to a 24-year single facility lease with an entity that is jointly owned by Maplewood Senior Living (along with affiliates, "Maplewood") and a third-party investor. We recognized full contractual rental income of $ 3.2 3.3 million and $ 5.3 8.6 million related to the lease for the new facility for the three and six nine months ended June September 30, 2025, respectively.

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As of December 31, 2024, we had one direct financing lease with a net investment of $ 9.5 million. During the first quarter of 2025, we terminated the direct financing lease, along with several operating leases with the same operator, and entered into a new consolidated operating lease for all facilities leased to the operator. In connection with the termination of the direct financing lease, we reclassified $ 9.4 million from investment in direct financing lease to real estate assets during the first quarter of 2025. In connection with the execution of the new consolidated lease agreement, we paid $ 10.0 million to the operator, which was treated as lease inducement. As this operator is on a cash basis of revenue recognition, the inducement was immediately expensed and was recorded as a reduction to the rental income recognized for the three months ended March 31, 2025. See additional discussion within Note 4 – Contractual Receivables and Other Receivables and Lease Inducements.

Note 3: ASSETS HELD FOR SALE, DISPOSITIONS AND IMPAIRMENTS 8 changes

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During the second quarter of 2025, we reclassified two SNFs to assets held for sale as a result of an operator's exercise of a purchase option. The net book value of the facilities exceeded the estimated fair value, based on the estimated proceeds from the sale, and as a result, an impairment of $ 6.3 million was recorded in connection with reclassifying these assets to held for sale.

During the three and six months ended June 30, 2025, we sold seven facilities ( six SNFs and one ALF) and 34 facilities ( 32 SNFs and two ALFs) for $ 62.1 million and $ 183.0 million in net cash proceeds, respectively. As a result of these sales, we recognized a net gain of $ 22.9 million and $ 33.0 million, respectively. As part of a 12 -facility sale recognized during the six months ended June 30, 2025, Omega may be entitled to additional consideration contingent upon the occurrence of certain future events that are outside of our control. Given these events are not within Omega's control, the uncertainty surrounding the timing of the events and the probability of collection, we did not recognize any additional contingent consideration as of the legal sale date.

During the three and nine months ended September 30, 2025, we sold 11 facilities ( ten SNFs and one ALF) and 45 facilities ( 42 SNFs and three ALFs) for $ 81.1 million and $ 264.1 million in net cash proceeds, respectively. As a result of these sales, we recognized a net gain of $ 28.2 million and $ 61.2 million, respectively. The 11 facilities above include the recognition of the sale of one facility that did not meet the contract criteria to be recognized under ASC 610-20 at the legal sale date, as discussed below.

During the three and six nine months ended June September 30, 2024, we sold five six facilities ( four ALFs and two SNFs) and nine 15 facilities ( 11 SNFs and four ALFs) subject to operating leases for approximately $ 34.8 23.9 million and $ 44.9 68.8 million in net cash proceeds, respectively. As a result of these sales, we recognized a net gain loss of $ 12.9 0.2 million and a net gain of $ 11.5 11.3 million, respectively.

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As of June September 30, 2025 and December 31, 2024, two and three facility sales had not been recognized due to not meeting the contract criteria under ASC 610-20 at the applicable legal sale date. As of June September 30, 2025 and December 31, 2024, we had $ 19.7 12.0 million and $ 20.1 million, respectively, of real estate assets – net recorded on our Consolidated Balance Sheets related to these unrecognized sales. During the three and six nine months ended June September 30, 2025, we received interest of $ 1.6 million and $ 2.7 4.3 million, respectively, from seller financing related to unrecognized sales. During the three and six nine months ended June September 30, 2024, we received interest of $ 0.3 million and $ 0.6 0.9 million, respectively, from seller financing related to unrecognized sales. The interest received from these seller financings was deferred and recorded as a contract liability within accrued expenses and other liabilities on our Consolidated Balance Sheets.

In the third quarter of 2024, we sold one facility for a sales price of $ 8.0 million, which was partially financed by Omega through a $ 6.4 million first lien mortgage on the facility. The facility sale and related seller financing did not meet the contract criteria to be recognized under ASC 610-20 at the legal sale date. During the third quarter of 2025, Omega received a $ 6.4 million principal repayment on the mortgage loan. As a result of the principal repayment, the Company determined the transaction met the contract criteria under ASC 610-20 and recognized the legal sale, resulting in $ 0.8 million gain during the three months ended September 30, 2025.

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During the three and six nine months ended June September 30, 2025, we recorded impairments on three two and four six facilities of $ 14.2 1.2 million and $ 15.4 16.6 million, respectively. Of the $ 15.4 16.6 million, $ 9.1 10.3 million related to two four held for use facilities and $ 6.3 million related to two facilities that were classified as held for sale.

During the three and six nine months ended June September 30, 2024, we recorded impairments on four five and seven 12 facilities of $ 8.2 8.6 million and $ 13.5 22.1 million, respectively. Of the $ 13.5 22.1 million, $ 8.1 13.0 million related to five eight held for use facilities and $ 5.4 9.1 million related to two four facilities that were classified as held for sale.

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Note 4: CONTRACTUAL RECEIVABLES AND OTHER RECEIVABLES AND LEASE INDUCEMENTS 17 changes

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We review our collectibility assumptions related to rental income from our operator leases on an ongoing basis. During the three and six nine months ended June September 30, 2025, we placed two new operators, which Omega did not previously have a relationship with prior to 2025, and one existing operator on a cash basis of revenue recognition, as collection of substantially all contractual lease payments due from them was not deemed probable . During the three months ended June 30, second quarter of 2025, there was a $ 15.5 million write-off of straight-line rent receivable associated with placing the existing operator on a cash basis of revenue recognition, as we received information regarding substantial doubt of its ability to continue as a going concern. The lease agreements with the two new operators were executed in 2025 as part of the transition of facilities from prior operators. As we had no previous relationship with these new operators and collection of substantially all contractual lease payments due from the new operator was not deemed probable, we placed the new operators on a cash basis of revenue recognition concurrent with the lease commencement dates, so there were no straight-line rent receivable write-offs associated with placing these operators on a cash basis.

During the six nine months ended June September 30, 2025, we also wrote-off $ 2.1 million of straight-line rent receivable balances through rental income as a result of transitioning facilities between operators.

During the six nine months ended June September 30, 2024, we placed one new operator on a cash basis of revenue recognition. In the first quarter of 2024, we entered into a lease with the new operator as part of the transition of facilities from another operator. As we had no previous relationship with this new operator and collection of substantially all contractual lease payments due from the new operator was not deemed probable, we placed the new operator on a cash basis of revenue recognition. We did no t have any straight-line receivable write-offs through rental income as a result of placing operators on a cash basis of revenue recognition during the three and six nine months ended June September 30, 2024, respectively.

As of June September 30, 2025, we had 22 20 operators on a cash basis for rental revenue recognition, which represent 17.5 18.5 % and 20.6 19.3 % of our total revenues for the six nine months ended June September 30, 2025 and 2024, respectively.

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As discussed in Note 2 – Real Estate Assets, we agreed to a one-time $ 10.0 million lease inducement payment to an operator in connection with a new lease agreement executed in the first quarter of 2025. As this operator is on a cash basis of revenue recognition, the inducement was written off and recorded as a reduction to the rental income recognized for the six months ended June 30, 2025.

During each of the six nine months ended June September 30, 2025 and 2024, we allowed two and three four operators to defer $ 2.7 4.4 million and $ 1.8 3.0 million, respectively, of contractual rent and interest. The deferrals during the six nine months ended June September 30, 2025 and 2024 primarily related to Maplewood ($ 2.4 3.9 million and $ 1.5 2.5 million, respectively). During each of the six nine months ended June September 30, 2025 and 2024, we received repayments of deferred rent of $ 2.6 6.0 million and $ 1.0 1.2 million, respectively.

Additionally, we allowed one and four five operators to apply collateral, such as security deposits or letters of credit, to contractual rent and interest during the six nine months ended June September 30, 2025 and 2024, respectively. The total collateral applied to contractual rent and interest was $ 4.3 million and $ 0.6 1.7 million for the six nine months ended June September 30, 2025 and 2024, respectively.

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For the three and six nine months ended June September 30, 2025, Maplewood paid $ 14.4 15.3 million and $ 28.0 43.3 million of contractual rent, respectively, falling short of the $ 17.3 million and $ 34.6 51.9 million of contractual rent due under its lease agreement for those periods, respectively. These amounts exclude contractual rent and payments related to Inspir Embassy Row in Washington D.C. of $ 3.2 3.3 million and $ 5.3 8.6 million for the three and six nine months ended June September 30, 2025, respectively, which were paid in full and are separately discussed in Note 2 – Real Estate Assets. Maplewood also did not pay any of the $ 3.1 3.2 million and $ 5.4 8.6 million of contractual interest due under the secured revolving credit facility for the three and six nine months ended June September 30, 2025, respectively.

Maplewood initially short-paid the contractual rent amount due under its lease agreement during the second quarter of 2023 and has not made full contractual rent and interest payments since that time. Maplewood is on a cash basis of revenue recognition for lease purposes, so rental income is only recorded for contractual rent payments that were received from Maplewood for the respective periods. Excluding revenue related to Inspir Embassy Row in Washington D.C., we recorded rental income of $ 14.4 15.3 million and $ 11.8 12.1 million for the three months ended June September 30, 2025 and 2024, respectively, and $ 28.0 43.3 million and $ 23.1 35.2 million for the six nine months ended June September 30, 2025 and 2024, respectively .

As discussed further in Note 5 – Real Estate Loans Receivable, no interest income was recorded on the Maplewood secured revolving credit facility during the three and six nine months ended June September 30, 2025 and 2024 as the loan is on non-accrual status for interest recognition.

In July October 2025, Maplewood short-paid the contractual rent and interest amounts due under its lease and loan agreements by $ 1.8 1.7 million.

As previously disclosed, we entered into a settlement agreement with the estate of Greg Smith, principal and chief executive officer of Maplewood estate (the "Estate"), in the third quarter of 2024 that, among other things, grants granted Omega the right to direct the assignment of Mr. Smith's equity to the key members of the existing Maplewood management team or their designee(s) or another designee of Omega's choosing, with the Estate remaining liable under Mr. Smith's guaranty until the transition is complete or one year from the court's approval date, if earlier, August 2025, and requires Omega to refrain from exercising contractual rights or remedies in connection with the defaults. We The transition terms are still awaiting in the process of being finalized, and while preliminary regulatory approvals related to licensure of the operating assets' before transfer of licensure have been received, the transition will be completed. is subject to completion of the final agreements and receipt of final regulatory approvals of such licensure transfer.

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Genesis Healthcare, Inc. ("Genesis") was placed on a cash basis of rental revenue recognition during the third quarter of 2020 based on information the Company received from Genesis regarding substantial doubt as to their ability to continue as a going concern. Genesis continued to make their rent and interest payments to us until March 2025, when it failed to make the rent payment due under its lease agreement and the interest payment due under one of its three loan agreements.

During the first and second quarters of 2025, LaVie paid full contractual rent of $ 15.5 million through the date the plan of reorganization became effective. As LaVie was on a cash basis of revenue recognition for lease purposes, rental income recorded was equal to cash received $ 9.2 million during the three months ended September 30, 2024, and $ 15.5 million and $ 19.5 million during the nine months ended September 30, 2025 and 2024, respectively . We did no t recognize any interest income related to LaVie during the three and six nine months ended June September 30, 2025 and 2024, as the three loans that were outstanding during the periods have interest paid-in-kind ("PIK") and are on non-accrual status.

For Following the three and six months ended June 30, 1, 2025 LaVie paid full contractual rent of $ 6.2 million and $ 15.5 million, respectively, through the effective date of the plan of reorganization, became effective. As LaVie is on a cash basis of revenue recognition for lease purposes, rental income recorded was equal to cash received Avardis paid full contractual rent of $ 6.2 9.4 million and $ 5.9 12.5 million during the three months ended June 30, 2025 and 2024, respectively, and $ 15.5 million and $ 10.3 million during the six nine months ended June September 30, 2025, and 2024, respectively. . Avardis paid full contractual rent of $ 3.1 million in June and July 2025, following the effective date of the plan of reorganization. Avardis is on a straight-line basis for rental income recognition, and we recognized $ 3.6 11.0 million and $ 14.6 million of rental income related to Avardis for June during the three and nine months ended September 30, 2025, respectively.

In March 2025, Genesis Healthcare, Inc. ("Genesis"), an operator on a cash basis of rental revenue recognition, failed to make a rent payment due under its lease agreement and interest payment due under one of its three loan agreements. In July 2025, Genesis commenced voluntary cases under Chapter 11 of the U.S. Bankruptcy Code in the U.S. Bankruptcy Court for the Northern District of Texas, Dallas Division. Genesis will continue to operate as a debtor-in-possession ("DIP"), the 31 facilities subject to a master lease agreement with Omega as a debtor-in-possession ("DIP"), unless and until Genesis' leasehold interest under the master lease agreement is rejected or assumed and assigned. We committed to provide, along with other lenders, up to provided $ 8.0 million of a $ 30.0 million junior secured DIP financing to Genesis , along with other lenders, as further discussed in Note 6 – Non-Real Estate Loans Receivable. As a condition of the DIP financing, Genesis is required to pay Omega full contractual rent and interest under its lease agreement. Since commencing the bankruptcy process in July 2025, prior to filing for bankruptcy, Genesis paid full made all required contractual rent and interest due of $ 4.8 million. As discussed payments in Note 6 – Non-real Estate Loans Receivable, 8.2 % per annum of the total 13.2 % per annum interest on the term loans is PIK interest. August and September 2025.

During the second quarter of 2025, Genesis made all required contractual rent and interest payments. As Genesis is on a cash basis of revenue recognition, We recognized rental income related to Genesis of $ 12.8 12.9 million and $ 25.3 38.2 million (which includes $ 21.1 34.0 million for contractual rent payments received and $ 4.2 million from the application of proceeds from the letter of credit in March 2025 that was held as collateral from Genesis) during the three and six nine months ended June September 30, 2025, respectively. During the three and six nine months ended June September 30, 2024, we recognized rental income of $ 11.9 12.1 million and $ 23.8 35.9 million, respectively, for contractual rent payments received from Genesis. In addition, we recognized $ 4.1 4.3 million and $ 8.3 12.6 million of interest income (which includes $ 0.1 million from the application of proceeds from the letter of credit) related to three loans with Genesis during the three and six nine months ended June September 30, 2025, respectively. The $ 13.0 million real estate loan with Genesis was settled in full in May 2025 so only the two term loans discussed in Note 6 – Non-Real Estate Loans Receivable remain outstanding as of June 30, 2025. We recognized $ 3.7 million and $ 7.2 10.9 million of interest income related to two term loans with Genesis during the three and six nine months ended June September 30, 2024, respectively. As of June September 30, 2025, there was $ 3.5 million remaining under the letter of credit that we hold as collateral from Genesis. In October 2025, Genesis paid full contractual rent and interest due of $ 4.4 million.

Note 5: REAL ESTATE LOANS RECEIVABLE 11 changes

Real estate loans consist of mortgage notes and other real estate loans which are primarily collateralized by a first, second or third mortgage lien or a leasehold mortgage on, or an assignment of the partnership interest in the related properties. As of June September 30, 2025, our real estate loans receivable consists of 23 22 fixed rate mortgage notes on 97 96 long-term care facilities and 20 21 other real estate loans. The facilities subject to the mortgage notes are operated by 18 17 independent healthcare operating companies and are located in 12 U.S. states and within the U.K. We monitor compliance with our real estate loans and, when necessary, have initiated collection, foreclosure and other proceedings with respect to certain outstanding real estate loans.

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As of September 30, 2025

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(1) Consists of mortgage notes with maturity dates ranging from 2025 through 2037 (with $ 194.1 184.0 million maturing in 2025). Two of the One mortgage notes with an aggregate note is past due that has a principal balance of $ 12.5 6.4 million are past due and have has been written down, through our allowance for credit losses, to the estimated fair value of the underlying collateral of $ 1.5 million.

(2) Consists of other real estate loans with maturity dates ranging from 2025 through 2035 (with $ 25.6 24.6 million maturing in 2025). None of the loans are past due.

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Six Months Ended June 30,

Three Months Ended June September 30,

Nine Months Ended September 30,

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(1) For the three and six nine months ended June September 30, 2025, consists of advances under 12 three and 14 17 new real estate loans, respectively, that originated during 2025 with weighted average interest rates of 10.0 % and 10.3 % , respectively. For the three and six nine months ended June September 30, 2024, consists of advances under four 10 and 11 19 new real estate loans, respectively, that originated during 2024 with weighted average interest rates of 11.5 % and 10.2 % . respectively.

(2) The six nine months ended June September 30, 2025 includes $ 40.6 million of early repayments on mortgage notes with a weighted average interest rate of 11.6 % , as of the repayment date, subject to the master mortgage agreement with Ciena Healthcare Management, Inc ("Ciena"). Excludes principal recoveries on loans written off in prior periods and cash recoveries related to interest payments received on loans that are written down to fair value and are being accounted for under the cost recovery method in which any payments received are applied directly against the principal balance outstanding. Also excludes $ 10.1 million related to a non-cash acquisition of one facility previously subject to a mortgage loan with Omega in which the principal amount under the loan agreement was settled in exchange for title to the facility (see Note 2 – Real Estate Assets).

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We have a $ 320 million revolving credit facility with Maplewood (the "Maplewood Revolver") that bears interest at 7 % per annum (consisting of 4 % per annum of cash interest and 3 % per annum PIK for 2025) and matures in June 2035 . The amortized cost basis of the Maplewood Revolver was $ 263.6 million as of June September 30, 2025 and December 31, 2024. Due to liquidity issues of the borrower, the Maplewood Revolver is on non-accrual status. Maplewood failed to make aggregate cash interest payments that were required under the loan agreement of $ 3.1 3.2 million and $ 5.4 8.6 million during the three and six nine months ended June September 30, 2025, respectively, and of $ 0.7 0.8 million and $ 1.2 2.0 million during the three and six nine months ended June September 30, 2024, respectively. As such, we did no t record any interest income for the Maplewood Revolver during the three and six nine months ended June September 30, 2025 and 2024. As of September 30, 2025, the internal risk rating on the loan is a 5, which we believe appropriately reflects the risks associated with the loan as of September 30, 2025. See the allowance for credit losses attributable to real estate loans with a 5 internal risk rating within Note 7 – Allowance for Credit Losses.

As discussed within Note 4 – Contractual Receivables and Other Receivables and Lease Inducements, Omega entered into a settlement agreement with the Estate during the third quarter of 2024 that, among other things, grants Omega the right to direct the assignment of Mr. Smith's equity to the key members of the existing Maplewood management team or their designee(s), with the Estate remaining liable under Mr. Smith's guaranty until the transition is complete or one year from the court's approval date, if earlier, August 2025, and requires Omega to refrain from exercising contractual rights or remedies in connection with the defaults. We The transition terms are still awaiting in the process of being finalized, and while preliminary regulatory approvals related to licensure of the operating assets' before transfer of licensure have been received, the transition will be completed. There is no certainty that subject to completion of the final agreements and receipt of final regulatory approvals will be received or that this transition will be completed as intended, on a timely basis, or at all. of such licensure transfer. If the proposed transition plan is equity assignments are not completed, we may incur a substantial loss on the Maplewood Revolver up to the amortized cost basis of the loan. As of June 30, 2025, the internal risk rating on the loan is a 5, which we believe appropriately reflects the risks associated with the loan as of June 30, 2025. See the allowance for credit losses attributable to real estate loans with a 5 internal risk rating within Note 7 – Allowance for Credit Losses.

Note 6: NON-REAL ESTATE LOANS RECEIVABLE 12 changes

Our non-real estate loans consist of fixed and variable rate loans to operators or principals. These loans may be either unsecured or secured by the collateral of the borrower, which may include the working capital of the borrower and/or personal guarantees. As of June September 30, 2025, we had 46 44 loans with 32 30 different borrowers. A summary of our non-real estate loans by loan type is as follows:

As of September 30, 2025

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Allowance for credit losses on non-real estate loans receivable ( 107,121 101,837 )

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(1) Consists of revolving working capital loans receivable collateralized by the accounts receivable of the borrower with maturity dates ranging from 2025 to 2029 (with $ 29.9 25.9 million maturing in 2025 ).

(2) Consists of other loans receivable with maturity dates ranging from 2025 to 2037 (with $ 41.5 38.8 million maturing in 2025 ). Two One of the other notes outstanding with an aggregate a principal balance of $ 10.0 6.4 million are is past due and have has been reserved down to the estimated fair value of the underlying collateral of zero through our allowance for credit losses.

For the three and six nine months ended June September 30, 2025, non-real estate loans generated interest income of $ 10.0 10.4 million and $ 20.0 30.4 million, respectively. For the three and six nine months ended June September 30, 2024, non-real estate loans generated interest income of $ 7.1 6.3 million and $ 14.2 20.5 million, respectively. Interest income on non-real estate loans is included within interest income on the Consolidated Statements of Operations.

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Net cash advances (repayments) on non-real estate loans receivable ( 25,895 13,567 )

(1) For the three and six nine months ended June September 30, 2025, consists of advances under three and four seven new non-real estate loans, respectively, that originated during 2025 with a weighted average interest rate rates of 10.0 12.8 % and 12.1 % , respectively. For the three and six nine months ended June September 30, 2024, consists of advances under five four and seven new non-real estate loans, respectively, that originated during 2024 with a weighted average interest rate of 10.0 9.9 % .

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As of June 30, 2025, we had two secured term loans outstanding with Genesis that had an aggregate balance of $ 120.8 million both maturing on June 30, 2026 . The loans currently bear interest at a weighted average fixed interest rate of 13.2 % per annum, of which 8.2 % per annum is PIK interest and 5.0 % per annum is cash interest. The loans are collateralized by a first lien on the equity of several ancillary businesses of Genesis. Genesis made all required interest payments under both of the term loans during the three and six months ended June 30, 2025. As discussed in Note 4 – Contractual Receivables and Other Receivables and Lease Inducements, Omega applied collateral to cover March 2025 contractual rent under its lease agreement and March 2025 contractual interest due under a $ 13.0 million other real estate loan agreement with Genesis, which was subsequently settled in May 2025. As part of our ongoing credit loss procedures, we evaluated the fair value of the collateral available to us under the two term loan agreements and estimate there is sufficient collateral to support the outstanding principal on the loans. As a result of this collateral, the loans remain on an accrual basis. As of June 30, 2025, the internal risk rating on the two loans is a 4, which we believe appropriately reflects the risks associated with the loans as of June 30, 2025. See the allowance for credit losses attributable to non-real estate loans with a 4 internal risk rating within Note 7 – Allowance for Credit Losses.

As discussed in Note 4 – Contractual Receivables and Other Receivables and Lease Inducements, in July 2025, Genesis commenced voluntary cases under Chapter 11 of the U.S. Bankruptcy Code in the Bankruptcy Court for the Northern District of Texas, Dallas Division. . As described in Genesis' filings with the Bankruptcy Court, in July 2025 we agreed to provide, along with other lenders, up to $ 8.0 million of a $ 30.0 million DIP financing to Genesis to support sufficient liquidity to, among other things, operate its facilities during bankruptcy. The interim DIP order stated that the loan bears would bear PIK interest at 15.0 % , per annum, payable monthly in arrears. However, the final DIP order approved in August 2025 retroactively reduced the PIK interest rate on the entire DIP financing to 14.0 % per annum, payable monthly in arrears. The principal is due upon maturity. Currently, the DIP loan matures on the earlier of (i) February 4, 2026 , (ii) the effective date of a plan of reorganization or liquidation in the Chapter 11 cases or (iii) upon an event of default as defined in the DIP loan agreement. The DIP lenders hold a third and fourth priority security interest in all of Genesis' assets, which includes a third priority security interest in cash and accounts receivable, other than (i) certain claims and causes of action arising under the US. Bankruptcy Code and (ii) any causes of action that are not accounts receivable or accounts ((i) and (ii), collectively, "Excluded Claims"). Proceeds of any future asset sales, claims and causes of action other than the Excluded Claims and debt or equity issuances will all serve as collateral for the DIP loans. The interim DIP order approved the DIP budget which allows payments due under the DIP loan and Omega's existing term loans to be satisfied in kind during the bankruptcy, except for budgeted adequate protection payments that will be made on Omega's existing term loans.

As of September 30, 2025, in addition to its DIP financing, Omega has two secured term loans with Genesis totaling $ 124.7 million in outstanding principal, both maturing on June 30, 2026 . Prior to Genesis filing for bankruptcy in July 2025, the two term loans bore interest at a weighted average fixed interest rate of 13.2 % per annum, of which 8.2 % per annum was PIK interest and 5.0 % per annum was cash interest. The interim DIP order approved, as part of the bankruptcy process, the DIP budget which allows interest payments due under the Omega's existing term loans to be satisfied in kind during the bankruptcy, except for budgeted adequate protection payments that will be applied as interest on one of Omega's existing term loans. During the third quarter of 2025, we received $ 0.1 million of adequate protection payments. The two term loans are primarily collateralized by a first priority lien on the equity of several ancillary businesses of Genesis.

As part of our ongoing credit loss procedures, we evaluated the fair value of the collateral available to us under the two term loan agreements and the DIP financings based on current appraisals and market conditions and determined there is sufficient collateral to support the outstanding principal on the loans. Based on our determination regarding the sufficiency of the collateral, the loans remain on an accrual basis. As of September 30, 2025, the internal risk rating on the two term loans and the DIP financing is a 4, which we believe appropriately reflects the risks associated with the loans as of September 30, 2025.

Note 7: ALLOWANCE FOR CREDIT LOSSES 18 changes

A rollforward of our allowance for credit losses for the six nine months ended June September 30, 2025 is as follows:

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Provision (Recovery) for Credit Loss for the six nine months ended June September 30, 2025 (1)

Write-offs charged against allowance for the six nine months ended June September 30, 2025

Other reductions to the allowance for the six nine months ended June September 30, 2025

Allowance for Credit Loss as of June September 30, 2025

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(1) During the six nine months ended June September 30, 2025, we received proceeds of $ 1.7 2.0 million from the liquidating trust related to the $ 25.0 million DIP facility to Gulf Coast Health Care LLC ("Gulf Coast") and proceeds of $ 0.3 million related to one other real estate loan, which resulted in a recovery for credit losses of $ 2.0 2.3 million. Both of these loans and related reserves were previously written off, so the $ 2.0 2.3 million aggregate recovery is not included in the rollforward above.

(2) These amounts include cash recoveries of $ 2.9 4.3 million related to interest payments received on loans that are written down to fair value and are being accounted for under the cost recovery method in which any payments received are applied directly against the principal balance outstanding. This amount also includes $ 1.8 2.1 million related to principal payments received on loans that were fully reserved.

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(4) Amount reflects the write-off of the reserves associated with the $ 10.0 million DIP financing and the $ 8.3 million term loan to LaVie (which were both previously fully reserved) that were discharged as part of the LaVie plan of reorganization that was made effective on June 1, 2025, along with one other non-real estate loan that was previously fully reserved.

A rollforward of our allowance for credit losses for the six nine months ended June September 30, 2024 is as follows:

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Provision (Recovery) for Credit Loss for the six nine months ended June September 30, 2024 (1)

Write-offs charged against allowance for the six nine months ended June September 30, 2024

Allowance for Credit Loss as of June September 30, 2024

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(1) During the six nine months ended June September 30, 2024, we received proceeds of $ 3.3 5.0 million from the liquidating trust related to the $ 25.0 million DIP facility to Gulf Coast, which resulted in a recovery for credit losses of $ 3.3 5.0 million that is not included in the rollforward above since we had previously written-off the loan balance and related reserve.

(2) Amount reflects the movement of reserves associated with the Maplewood Revolver due to an adjustment to the internal risk rating on the loan from 4 to 5 during the first quarter of 2024. See Note 5 – Real Estate Loans Receivable for additional information on the Maplewood Revolver.

(3) The amount includes cash recoveries of $ 2.4 3.5 million related to interest payments received on loans that are written down to fair value and are being accounted for under the cost recovery method in which any payments received are applied directly against the principal balance outstanding. This amount also includes $ 0.2 0.6 million related to principal payments received on loans that were fully reserved.

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Balance as of June September 30, 2025

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We have elected the practical expedient to exclude interest receivable from our allowance for credit losses. As of June September 30, 2025 and December 31, 2024, we have excluded $ 11.6 12.5 million and $ 11.1 million, respectively, of contractual interest receivables and $ 2.1 2.2 million and $ 1.8 million, respectively, of effective yield interest receivables from our allowance for credit losses. We write off contractual interest receivables to provision for credit losses in the period we determine the interest is no longer considered collectible.

During the three months ended June September 30, 2025 and 2024, we recognized $ 0.1 0.9 million and $ 1.2 0.6 million, respectively, of interest income related to loans on non-accrual status as of June September 30, 2025. During the six nine months ended June September 30, 2025 and 2024, we recognized $ 0.6 1.5 million and $ 2.2 2.8 million, respectively, of interest income related to loans on non-accrual status as of June September 30, 2025.

Note 8: VARIABLE INTEREST ENTITIES 10 changes

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Below is a summary of our assets, liabilities, collateral and maximum exposure to loss associated with these unconsolidated VIEs as of June September 30, 2025 and December 31, 2024:

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Investments in unconsolidated joint ventures entities

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Other collateral (1)(2) (1)

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(1) Amount excludes accounts receivable that Omega has a security interest in as collateral under the two working capital loans with operators that are unconsolidated VIEs. The fair value of the accounts receivable available to Omega was $ 6.1 million and $ 5.5 million as of June 30, 2025 and December 31, 2024, respectively.

(2) (1) The decrease in the balance from December 31, 2024 to June September 30, 2025 primarily relates to the transition of facilities from LaVie to Avardis during the second quarter of 2025, as discussed further in Note 4 – Contractual Receivables and Other Receivables and Lease Inducements.

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Six Months Ended June 30,

The table below reflects our total revenues from the operators that are considered unconsolidated VIEs, following the date they were determined to be VIEs, for the three and six nine months ended June September 30, 2025 and 2024:

Three Months Ended June September 30,

Nine Months Ended September 30,

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Additionally, we own a partial equity interest in a joint venture that we have determined is a VIE. We have consolidated this VIE because we have concluded that we are the primary beneficiary of this VIE based on our ability to direct the activities that most significantly impact the joint venture's economic performance and our rights to receive residual returns and obligation to absorb losses arising from the joint venture. As of June September 30, 2025 and December 31, 2024, this joint venture has $ 23.8 23.5 million and $ 24.3 million, respectively, of total assets, and $ 20.9 million and $ 20.8 million, respectively of total liabilities, which are included in our Consolidated Balance Sheets.

Note 10: GOODWILL AND OTHER INTANGIBLES 4 changes

The following is a summary of our goodwill as of June September 30, 2025 and December 31, 2024:

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Balance as of June September 30, 2025

The following is a summary of our intangible assets and liabilities as of June September 30, 2025 and December 31, 2024:

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For the three months ended June September 30, 2025 and 2024, our net amortization related to intangibles was $( 0.6 0.5 ) million and $ 0.6 1.2 million, respectively. For the six nine months ended June September 30, 2025 and 2024, our net amortization related to intangibles was $( 0.8 1.3 ) million and $ 1.1 2.3 million, respectively. The estimated net amortization expense related to these intangibles for the remainder of 2025 and the next four years is as follows: remainder of 2025 – $( 1.1 0.5 ) million; 2026 – $( 2.1 ) million; 2027 – $( 2.1 ) million; 2028 – $( 2.2 2.1 ) million and 2029 – $( 2.2 ) million. As of June September 30, 2025, the weighted average remaining amortization period of above market lease assets is ten years and below market lease liabilities is nine years .

Note 11: CONCENTRATION OF RISK 3 changes

As of June September 30, 2025, our portfolio of real estate investments consisted of 1,056 1,047 healthcare facilities (including properties associated with mortgages, assets held for sale and consolidated joint ventures), along with other real estate loans receivable (excluding mortgages) of $ 484.3 491.7 million and $ 85.4 150.3 million of investments in 11 14 unconsolidated joint ventures. entities. These healthcare facilities are located in 42 states, Washington, D.C., the U.K. and Jersey, and are operated by 94 91 third-party operators. Our investment in these healthcare facilities, net of impairments and allowances, totaled $ 10.6 10.5 billion at June September 30, 2025, with 98 % of our real estate investments related to long-term healthcare facilities. Our portfolio of healthcare facilities is made up of (i) 577 569 SNFs, 342 343 ALFs, 19 20 ILFs, 18 specialty facilities and one medical office building, and (ii) fixed rate mortgages on 50 SNFs, 44 43 ALFs, two ILFs and one specialty facility. and (iii) two facilities that are held for sale. As of June September 30, 2025, our total investments also include non-real estate loans receivable of $ 333.3 339.7 million.

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As of June September 30, 2025 and December 31, 2024, we had total investments (before accumulated depreciation and allowances) with one operator that approximated or exceeded 10% of our total investments: Maplewood. Maplewood generated 6.9 6.7 % and 4.7 4.4 % of our total revenues for the three months ended June September 30, 2025 and 2024, respectively, and 6.6 % and 4.7 4.6 % of our total revenues for the six nine months ended June September 30, 2025 and 2024, respectively. During the three and six nine months ended June September 30, 2025, we also have one operator with total revenues that exceeded 10% of our total revenues: CommuniCare Health Services, Inc. ("CommuniCare"). CommuniCare generated 10.9 9.9 % and 12.5 11.1 % of our total revenues for the three months ended June September 30, 2025 and 2024, respectively, and 10.9 10.6 % and 12.7 12.1 % of our total revenues for the six nine months ended June September 30, 2025 and 2024, respectively. As of June September 30, 2025, CommuniCare represented 7.9 7.8 % of our total investments (before accumulated depreciation and allowances).

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As of June September 30, 2025, the three geographic locations in which we had our highest concentration of real estate assets and mortgages (before accumulated depreciation and allowances) were the U.K. ( 17.8 17.6 %), Texas ( 8.9 8.6 %) and Indiana ( 5.9 %).

Note 12: STOCKHOLDERS' EQUITY 6 changes

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During the three and six nine months ended June September 30, 2025 and 2024, we did no t repurchase any shares of our outstanding common stock under the $ 500.0 Million Stock Repurchase Program, which expired in March 2025.

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The following is a summary of the shares issued under the Dividend Reinvestment and Common Stock Purchase Plan for the three and six nine months ended June September 30, 2025 and 2024 (in thousands):

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The following is a summary of the shares issued under our former $ 1.0 billion 2021 At-The-Market Offering Program and our current $ 1.25 billion 2024 At-The-Market Offering Program (collectively, the "ATM Program") for the three and six nine months ended June September 30, 2025 and 2024 (in thousands except average price per share):

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We did not utilize the forward provisions under the ATM Program during the three and six nine months ended June September 30, 2025 and 2024.

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The following is a summary of our accumulated other comprehensive income (loss), net of tax as of June September 30, 2025 and December 31, 2024:

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During the three months ended June September 30, 2025 and 2024, we reclassified $ 1.4 2.6 million and $ 2.6 2.7 million, respectively, of realized gains out of accumulated other comprehensive income into interest expense on our Consolidated Statements of Operations associated with our cash flow hedges. During the six nine months ended June September 30, 2025 and 2024, we reclassified $ 2.8 5.4 million and $ 5.2 7.9 million, respectively, of realized gains out of accumulated other comprehensive income into interest expense on our Consolidated Statements of Operations associated with our cash flow hedges.

Note 13: TAXES 6 changes

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We have elected to treat certain of our active subsidiaries as taxable REIT subsidiaries ("TRSs"). Our domestic TRSs are subject to federal, state and local income taxes at the applicable corporate rates. Our foreign subsidiaries are subject to foreign income taxes and withholding taxes. Income taxes included within the financial statements primarily represents represent U.S. federal, state and local income taxes as well as non-U.S. income based or withholding taxes on certain investments located in jurisdictions outside the U.S.

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Six Months Ended June 30,

Three Months Ended June September 30,

Nine Months Ended September 30,

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The income tax expense for both the three and six nine months ended June September 30, 2025 and 2024 was primarily due to income from foreign jurisdictions that is subject to foreign income taxes and withholding taxes.

As of June September 30, 2025 and December 31, 2024, deferred tax assets totaled $ 20.5 19.9 million and $ 19.4 million, respectively, and deferred tax liabilities totaled zero . Our deferred tax assets relate primarily to loss carryforwards.

Note 14: STOCK-BASED COMPENSATION 5 changes

Six Months Ended June 30,

The following is a summary of our stock-based compensation expense for the three and six nine months ended June September 30, 2025 and 2024, respectively.

Three Months Ended June September 30,

Nine Months Ended September 30,

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Stock-based compensation expense of $ 25.0 34.3 million for the six nine months ended June September 30, 2025 includes $ 6.6 million of non-cash stock-based compensation expense associated with the transition discussed in the "Leadership Transition" section below. Stock-based compensation expense is included within general and administrative expenses on our Consolidated Statements of Operations.

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Note 15: BORROWING ACTIVITIES AND ARRANGEMENTS 15 changes

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Revolving Credit Facility (3)(4) (3)

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2025 2026 Term Loan (3)(6)

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(1) Wholly owned subsidiaries of Omega OP are the obligors on this borrowing. loan (the "2026 Mortgage Loan"). The 2026 Mortgage Loan is denominated in British Pounds Sterling GBP.

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(4) As of June 30, 2025 and December 31, 2024, there were no borrowings outstanding under Omega's $ 1.45 billion senior unsecured multicurrency revolving credit facility ("Revolving Credit Facility"). The applicable interest rate on the USD tranche and on the GBP borrowings under the alternative currency tranche of the Revolving Credit Facility were 5.64 % and 5.54 % , respectively, as of June 30, 2025. In April 2025, the maturity date was extended from April 30, 2025 to October 30, 2025 following Omega's election to utilize one of two six-month extension options.

(5) (4) The Company repaid $ 400 million of 4.50 % senior notes that matured on January 15, 2025 using available cash.

(5) On October 15, 2025, the Company redeemed, at par value, the $ 600.0 million of aggregate principal outstanding under its 5.250 % Senior Notes with a scheduled maturity of January 15, 2026.

(6) In July 2025, the weighted average interest rate maturity date of the $ 428.5 million term loan (the "2026 Term Loan") was extended from August 8, 2025 to August 8, 2026 following Omega's election to utilize one of two 12-month extension options. The weighted average interest rate of the 2026 Term Loan has been adjusted to reflect the impact of the interest rate swaps that effectively fix the SOFR -based portion of the interest rate at 4.047 % . In July 2025, the maturity date of the 2025 Term Loan was extended from August 8, 2025 to August 8, 2026 following Omega's election to utilize one of two 12-month extension options.

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(9) Certain of our other secured and unsecured borrowings are subject to customary affirmative and negative covenants, including financial covenants. As of June September 30, 2025 and December 31, 2024, we were in compliance with all applicable covenants for our borrowings .

Unsecured Borrowings

Revolving Credit Facility

On September 30, 2025, Omega entered into a credit agreement (the "2025 Omega Credit Agreement") consisting of a new $ 2.0 billion senior unsecured multicurrency revolving credit facility (the "Revolving Credit Facility") and a $ 300.0 million delayed draw term loan facility (the "2028 Term Loan"), replacing our previous $ 1.45 billion senior unsecured 2021 multicurrency revolving credit facility (the "2021 Revolving Credit Facility"). The 2025 Omega Credit Agreement contains an accordion feature permitting us, subject to compliance with customary conditions, to increase the maximum aggregate commitments thereunder to $ 3.0 billion, by requesting an increase in the aggregate commitments under the Revolving Credit Facility or by adding one or more tranches of term loans. The Revolving Credit Facility may be drawn in Euros, GBP, Canadian Dollars (collectively, "Alternative Currencies") or USD, with a $ 600.0 million sublimit for loans in Alternative Currencies and the DDTL Credit Facility may be drawn in USD.

The Revolving Credit Facility bears interest at SOFR (or in the case of loans denominated in Alternative Currencies, the applicable reference rate) plus (i) an applicable percentage (with a range of 72.5 to 140 basis points) based on the Company's debt ratings and (ii) a facility fee based on the same ratings (with a range of 12.5 to 30 basis points). The 2028 Term Loan bears interest at SOFR plus an applicable percentage (with a range of 80 to 160 basis points) based on the Company's debt ratings. The Revolving Credit Facility matures on September 28, 2029 , subject to Omega's option to extend such maturity for two consecutive six-month periods. The 2028 Term Loan Credit Facility matures on September 29, 2028 , subject to Omega's option to extend such maturity for two consecutive twelve-month periods.

We incurred $ 19.8 million of deferred costs in connection with the 2025 Omega Credit Agreement, of which $ 2.0 million related to the 2028 Term Loan.

2026 Term Loan Amendment

On September 30, 2025, Omega amended the 2026 Term Loan to, among other things, modify the interest rate margins to align with the 2028 Term Loan (a reduction of 35 basis points) and remove the 0.100 % pricing step-up in each of the extension periods.

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Note 16: DERIVATIVES AND HEDGING 12 changes

We are exposed to, among other risks, the impact of changes in foreign currency exchange rates as a result of our investments in the U.K. and interest rate risk related to our capital structure. As a matter of policy, we do not use derivatives for trading or speculative purposes. Our risk management program is designed to manage the exposure and volatility arising from these risks, and utilizes foreign currency forward contracts, interest rate swaps and debt issued in foreign currencies to offset a portion of these risks. As of June 30, 2025, we have 11 interest rate swaps with $ 428.5 million in notional value and four interest rate caps with £ 190.0 million in notional value. The swaps and the majority of the caps are designated as cash flow hedges of the interest payments on two of Omega's variable interest loans. Additionally, we have 11 foreign currency forward contracts with £ 258.0 million in notional value issued at a weighted average GBP-USD forward rate of 1.2899 that are designated as net investment hedges.

Derivatives Designated as Hedging Instruments

As of September 30, 2025, we have 11 interest rate swaps with $ 428.5 million in notional value and four interest rate caps with £ 190.0 million in notional value. The swaps and the majority of the caps are designated as cash flow hedges of the interest payments on two of Omega's variable interest loans. Additionally, we have 11 foreign currency forward contracts with £ 258.0 million in notional value issued at a weighted average GBP-USD forward rate of 1.2899 that are designated as net investment hedges.

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Derivatives Not Designated as Hedging Instruments

We enter into foreign currency exchange swap agreements to reduce the effects of currency exchange rate fluctuations between the USD, our reporting currency, and GBP. These derivative contracts generally mature within one year and are not designated as hedge instruments for accounting purposes.

In connection with funding a $ 344.2 million acquisition in the U.K. (see Note 2 – Real Estate Assets), in April 2025, Omega entered a GBP/USD currency forward with a notional value of £ 90.0 million and a GBP-USD forward rate of 1.2733 . The swap was settled on the closing date of the acquisition, and we recorded a $ 5.2 million gain from its termination within other income – net in the Consolidated Statements of Operations for the nine months ended September 30, 2025.

In the third quarter of 2025, Omega entered into six GBP/USD currency forwards with notional amounts totaling £ 108.0 million and a weighted average GBP-USD rate of 1.3600 , each of which mature between October 2, 2025 and January 5, 2027 .

The location and fair value of the Omega's derivative instruments, designated as hedges, at the respective balance sheet dates, were as follows:

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Derivative instruments not designated:

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Derivatives Not Designated as Hedging Instruments

We enter into foreign currency exchange swap agreements to reduce the effects of currency exchange rate fluctuations between the USD, our reporting currency, and GBP. These derivative contracts generally mature within one year and are not designated as hedge instruments for accounting purposes. As the currency exchange swap is not accounted for as a hedging instrument, the change in fair value is recorded in earnings through other income – net in the Consolidated Statements of Operations.

In connection with funding a $ 344.2 million acquisition in the U.K. (see Note 2 – Real Estate Assets), in April 2025, Omega entered a GBP/USD currency forward with a notional value of £ 90.0 million and a GBP-USD forward rate of 1.2733 . The swap was settled on the closing date of the acquisition, and we recorded a $ 5.2 million gain from its termination within other income – net in the Consolidated Statements of Operations for the three months ended June 30, 2025.

Note 17: FINANCIAL INSTRUMENTS 3 changes

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At June September 30, 2025 and December 31, 2024, the net carrying amounts and fair values of our other financial instruments were as follows:

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● Real estate loans receivable: The fair value of the real estate loans receivables receivable are estimated using a discounted cash flow analysis, using interest rates being offered for similar loans to borrowers with similar credit ratings (Level 3).

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● Revolving Credit Facility, OP Term Loan, 2026 Term Loan and 2025 2028 Term Loan: The carrying amount of these approximate fair value because the borrowings are interest rate adjusted. Differences between carrying value and the fair value in the table above are due to the inclusion of deferred financing costs and discounts in the carrying value.

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Note 18: COMMITMENTS AND CONTINGENCIES 4 changes

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In August 2021, we filed suit in the Circuit Court for Baltimore County (the "Court") against the holders of certain Subordinated Debt (the "Debt Holders") associated with our Gulf Coast master lease agreement, following an assertion by the Debt Holders that our prior exercise of offset rights in connection with Gulf Coast's non-payment of rent had resulted in defaults under the terms of the Subordinated Debt. The suit seeks a declaratory judgment to, among other items, declare that the aggregate amount of unpaid rent due from Gulf Coast under the master lease agreement exceeds all amounts which otherwise would be due and owing by an indirect subsidiary of Omega ("Omega Obligor") under the Subordinated Debt, and that all principal and interest due and owing under the Subordinated Debt may be (and was) offset in full as of December 31, 2021. In October 2021, the Debt Holders filed a motion to dismiss for lack of personal jurisdiction. On November 3, 2022, the Court granted the Debt Holders' motion to dismiss for lack of personal jurisdiction, and Omega filed a timely appeal of the ruling, which appeal remains pending. While Omega believes Omega Obligor is entitled to the enforcement of the offset rights sought in the action, Omega cannot predict the outcome of the declaratory judgment action, irrespective of whether (a) it is ultimately litigated in the Court if Omega Obligor prevails in its appeal or (b) if the order granting the motion to dismiss for lack of personal jurisdiction is affirmed and the issues are litigated in the Delaware Court (as defined below).

On or about January 19, 2023, the Debt Holders served a lawsuit against the Omega Obligor in the Superior Court of the State of Delaware (the "Delaware Court"), asserting claims for (i) breach of the instruments evidencing the Subordinated Debt, (ii) declaratory judgment, and (iii) unjust enrichment, all claims that are factually based on the claims that are the subject of Omega Obligor's suit in the Court and that are now on appeal. On February 8, 2023, Omega Obligor filed a motion to dismiss or, in the alternative, to stay this action pending the outcome of the above-referenced lawsuit in Maryland. On July 10, 2023, the Delaware state court case stayed the proceeding pending further developments in the Maryland litigation. In July 2025, the Delaware state court requested that Omega file an answer to the lawsuit by August 19, 2025 while allowing the stay to remain in place, subject to further orders of the court. Omega believes that timely filed its answer and affirmative defenses, denying the claims are baseless and is evaluating procedural and substantive legal options in connection with this recently lawsuit to relief sought by the extent Debt Holders in the stay is lifted. Delaware Court.

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In connection with certain facility transitions, we have agreed to indemnify certain operators in certain events. As of June September 30, 2025, our maximum funding commitment under these indemnification agreements was $ 8.4 8.1 million. Claims under these indemnification agreements generally may be made within 18 months to 72 months of the transition date. These indemnification agreements were provided to certain operators in connection with facility transitions and generally would be applicable if the prior operators do not perform under their transition agreements.

We have committed to fund the construction of new leased and mortgaged facilities, capital improvements and other commitments. We expect the funding of these commitments to be completed over the next several years. Our remaining commitments at June September 30, 2025, are outlined in the table below (in thousands):

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Note 19: EARNINGS PER SHARE 3 changes

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Six Months Ended June 30,

Three Months Ended June September 30,

Nine Months Ended September 30,

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Note 20: SUPPLEMENTAL DISCLOSURE TO CONSOLIDATED STATEMENTS OF CASH FLOWS 8 changes

Six Months Ended June 30,

The following are supplemental disclosures to the Consolidated Statements of Cash Flows for the six nine months ended June September 30, 2025 and 2024:

Nine Months Ended September 30,

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Non-cash investing activities:

Non-cash acquisition of real estate (see Note 2)

Non-cash collection of real-estate loan receivable principal (see Note 5)

Non-cash investment in non-real estate loans receivable

1 unchanged paragraph

Assumption of debt (see Note 15)

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Note 21: SEGMENTS 5 changes

Six Months Ended June 30,

We conduct our operations and report financial results as one business segment. The presentation of financial results as one reportable segment is consistent with the way we operate our business and is consistent with the manner in which our Chief Operating Decision Maker ("CODM"), our Chief Executive Officer, evaluates performance and makes resource and operating decisions for the business.

The CODM evaluates performance and makes resource and operating decisions for the business based on net income that is reported on the Consolidated Statements of Operations. The measure of segment assets is reported on the Consolidated Balance Sheets as total assets. The CODM uses net income to evaluate whether to make new investments, borrow or pay-off debt and/or issue or repurchase equity. The Company's CODM periodically reviews interest expense and treats it as a significant segment expense. Interest expense is the largest recurring cash expense of the Company because debt is one of our primary sources of funds for new investments. Dependent Depending on market conditions, our CODM seeks to mitigate the effects of fluctuations in interest rates by matching the terms of new investments with long-term fixed rate borrowings to the extent possible. Additionally, the CODM also utilizes hedging instruments as discussed in Note 16 – Derivatives and Hedging, to help manage interest rate risk and limit significant fluctuations in interest expense for variable rate borrowings. Interest expense related to the Company's reportable segment is as follows:

Three Months Ended June September 30,

Nine Months Ended September 30,

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Note 22: SUBSEQUENT EVENTS 3 changes

In July 2025, we funded three mortgage loans with $ 75.6 million in aggregate principal. The loans bear interest at 10 % per annum and have a maturity date of July 31, 2027 , with a one -year extension option. The mortgage loans are secured by 12 facilities.

In October 2025, the Company formed a JV with affiliates of Saber Healthcare Holdings, LLC ("Saber") to own and lease 64 facilities, that were previously wholly owned by affiliates of Saber. The Company issued approximately 5.5 million Omega OP Units with a fair value of $ 222.4 million in exchange for a 49 % equity interest in the JV. Affiliates of Saber will retain a 51 % equity interest in the JV and are responsible for day-to-day operations of the JV and management of its properties, subject to obtaining approval of the Company for major decisions (including investments, dispositions, financings, major capital expenditures and annual budgets). The 64 facilities held by the JV are subject to triple net leases, with subsidiaries of Saber, that generate $ 69.4 million in contractual rent per annum. As of the transaction date, 51 of the 64 facilities were encumbered with $ 448.6 million of mortgage debt with a weighted average interest rate of 6.1 % per annum, which is non-recourse to the Company. The JV is required to distribute a portion of its available cash from operating activities on a monthly basis in proportion to each member's equity ownership. This JV will be accounted for as an equity method investment.

In October 2025, Omega entered into an agreement to acquire a 9.9 % equity interest in Saber (the "OpCo Transaction"). Under the agreement, Omega committed to fund $ 92.6 million in cash consideration, with an expected closing date of January 1, 2026. Omega will receive minimum quarterly cash distributions equivalent to an annualized yield of 8 % on its investment. Completion of the OpCo Transaction is subject to satisfaction of customary closing conditions. The agreement includes a $ 20.0 million fee, as liquidated damages, payable by the non-terminating party if the OpCo Transaction is terminated prior to closing by the other party because the non-terminating party is in breach of the agreement. As of September 30, 2025, Omega leased 51 facilities to subsidiaries of Saber.

MD&A 104 changes

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(3) the timing of our operators' recovery from staffing shortages, increased costs and decreased occupancy resulting from inflation and the long-term impacts of the COVID-19 pandemic and the sufficiency of previous government support and current reimbursement rates to offset such costs and the conditions related thereto;

(3) our operators' ability to manage industry challenges, including staffing shortages, which may impact certain regions more acutely, increased costs due to inflation, and the sufficiency of federal and state reimbursement rates to offset such costs and the conditions related thereto;

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(13) the effect of economic, regulatory and market conditions generally and, particularly, in the healthcare industry in the United States and in other jurisdictions where we conduct business, including the U.K.; United Kingdom;

(14) changes in interest rates and foreign currency exchange rates and the impacts of inflation and changes in global tariffs and international trade disputes;

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● Second Third Quarter of 2025 and Recent Highlights

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Omega Healthcare Investors, Inc. ("Parent") is a Maryland corporation that, together with its consolidated subsidiaries (collectively, "Omega" or "Company") has elected to be taxed as a REIT for federal income tax purposes. Omega is structured as an umbrella partnership REIT ("UPREIT") under which all of Omega's assets are owned directly or indirectly by, and all of Omega's operations are conducted directly or indirectly through, its operating partnership subsidiary, OHI Healthcare Properties Limited Partnership (collectively with its subsidiaries, "Omega OP"). As of June September 30, 2025, Parent owned approximately 97% of the issued and outstanding units of partnership interest in Omega OP ("Omega OP Units"), and other investors owned approximately 3% of the outstanding Omega OP Units.

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As discussed further in "Collectibility Issues" below, in recent periods we have had several operators that have failed to make contractual payments under their lease and loan agreements, and we have agreed to short-term payment deferrals, lease and portfolio restructurings and/or allowed several operators to apply security deposits or letters of credit to pay rent. While we continue to believe that longer term demographics will drive increasing demand for needs-based skilled nursing care, we remain cautious as some of the long-term impacts noted above may continue to have an impact on certain of our operators and their financial conditions.

Our industry continues to recover from the long-term impacts of the COVID-19 pandemic, which significantly and adversely impacted SNFs and long-term care providers during the height of the pandemic due to the higher rates of virus transmission and fatality among the elderly and frail populations that these facilities serve. While certain of our operators have experienced continue to face a level number of recovery from pandemic-driven industry challenges, such as occupancy declines, labor shortages, including staffing expense increases, and other cost increases, shortages, which may impact certain of our other operators remain negatively impacted by these factors in a much regions more profound way. acutely, among other things, which have persisted since the COVID-19 pandemic. In addition, our operators have been and continue to be adversely affected by inflation-related cost increases and may be adversely impacted by recently announced global tariffs, each of which may increase expenses, and exacerbate labor shortages and increase labor costs, among other adverse impacts. In addition, Our operators also may be adversely impacted by immigration restrictions and changes to immigration enforcement policy to the extent they contribute to labor shortages. There continues to be uncertainty regarding the extent and duration of these impacts for those operators, particularly given uncertainty as to whether reimbursement increases from the federal government, the states and the U.K. will be effective in offsetting these incremental costs and lost revenues. In addition, there remains uncertainty as to the impact of potential and recent regulatory changes, including impacts related to the recent Medicaid changes in the One Big Beautiful Bill Act ("OBBBA") as well as the impact of and potential further reforms to Medicaid or Medicare and other state regulatory initiatives. While the OBBBA does not directly lower reimbursements related to long term care providers, it may impact our operators indirectly to the extent states in which they operate reduce reimbursement levels generally. which This may occur as a result of reduced Medicaid funds available to allocated by states to long-term care providers due to lower reimbursement levels for hospitals and other healthcare providers. We continue to monitor these reimbursement impacts as well as the impacts of other regulatory changes, as discussed below, which could have a material adverse effect on an operator's results of operations and financial condition, which could adversely affect the operator's ability to meet its obligations to us. See "Government Regulation and Reimbursement" for additional information. While we continue to believe that longer term demographics will drive increasing demand for needs-based skilled nursing care, we remain cautious as some of the long-term impacts noted above may continue to have an impact on certain of our operators and their financial conditions.

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The long-term care industry continues to recover from the long-term impacts of the COVID-19 pandemic although manage a certain level number of labor challenges, including staffing shortages, lower occupancy which may impact certain regions more acutely, and certain expense and inflationary cost increases, that began during all of which have persisted since the pandemic. persist, with certain operators continuing to experience these challenges in a much more profound way. In addition, The impact ultimate impacts of these ongoing challenges including labor pressures and inflationary cost increases, may depend on future developments, including the potential those impacts of related to global tariffs, the sufficiency of reimbursement rate setting, the impact of recent changes to the Medicaid program on state reimbursement levels, the impacts of potential future Medicaid and Medicare reforms and other state regulatory initiatives, as well as the continued efficacy of infection control measures and quality of care regulations, all of which are uncertain and difficult to predict and may continue to adversely impact our business, results of operations, financial condition and cash flows.

A significant portion of our operators' revenue is derived from government-funded reimbursement programs, consisting primarily of Medicare and Medicaid in the U.S. and local authority funding in the U.K. As federal and state governments continue to focus on healthcare reform initiatives, efforts to reduce costs or other budgetary adjustments by government payors, including through potential Medicaid reforms and the push by the U.S. Centers for Medicare and Medicaid Services ("CMS") towards Medicare Advantage programs, will likely continue. Significant limits on the scope of services reimbursed and/or reductions of reimbursement rates could therefore have a material adverse effect on our operators' results of operations and financial condition. Additionally, new and evolving payor and provider programs that are tied to quality and efficiency could adversely impact our tenants' and operators' liquidity, financial condition or results of operations, and there can be no assurance that payments under any of these government healthcare programs are currently, or will be in the future, sufficient to fully reimburse the property operators for their operating and capital expenses. The change in presidential administration and U.S. Congressional majorities at the federal level are increasing the political focus on entitlement program changes, which is thereby creating uncertainty with respect to the level of government reimbursement available and the extent of industry regulation. The July 2025 passage of the OBBBA enacted significant reforms regarding funding and operation of the Medicaid program, including an estimated $920 billion in cuts to Medicaid over the next decade, as well as additional reforms related to instituting a ten-year moratorium on federal nursing home minimum staffing requirements; enactment of new home and community-based services ("HCBS") waivers; and freezing, rather than reducing, nursing home provider taxes. which supplement reimbursements available to SNFs as these provider taxes are subject to federal matching funds. The OBBBA's restrictions on provider taxes to other types of healthcare providers may adversely impact our operators indirectly to the extent states reduce reimbursement levels generally to offset general provider tax reductions.

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Further, on March 30, 2023, CMS issued a memorandum revising and enhancing enforcement efforts for infection control deficiencies found in SNFs that are targeted at higher-level infection control deficiencies that result in actual harm or immediate jeopardy to residents. Similar to other serious survey deficiencies, penalties for the most serious infection control deficiencies include civil monetary penalties and discretionary payment denials for new resident admissions.

On April 22, 2024, CMS issued the Ensuring Access to Medicaid Services final rule, which requires that, beginning six years after the effective date of the final rule, states generally ensure that at least 80% of Medicaid HCBS payments be put toward compensation for direct care workers. The final rule also requires more transparency regarding how much states pay for HCBS and how those rates are set. It is uncertain what the ultimate impact of the final rule, as well as similar initiatives at the state level, will be on providers of Medicaid HCBS services, given uncertainty related to how HCBS providers are currently spending Medicaid dollars, how many providers fall below the required 80% threshold and how well regulators can measure and track spending by HCBS providers. In addition, it remains unclear whether similar requirements, including those establishing minimum allocations of Medicaid or other reimbursements to direct care workers, will be proposed for SNFs, ALFs and other senior care providers; any such requirements, if enacted, could have a material adverse impact on the financial condition of our operators. This uncertainty is further exacerbated by unknowns regarding how states will contend with federal funding losses due to the OBBBA's Medicaid reimbursement cuts and how they will ultimately decide to reallocate funding to the extent that they want to offset the impact to other providers or Medicaid recipients. Despite the OBBBA's creation of a new category of 1915(c) HCBS waivers that would cover people who do not meet the existing requirement of needing an institutional level of care to receive HCBS, such HCBS could be scaled back at the state level as states face funding shortfalls, which may push seniors and individuals with disabilities into institutional nursing home settings.

Quality of Care and Staffing Initiatives . Several regulatory initiatives announced from 2020 to 2022 focused on addressing quality of care In long-term care facilities, including those related to COVID-19 testing and infection control protocols, vaccine protocols, staffing levels, reporting requirements, and visitation policies, as well as increased inspection of nursing homes. In addition, July 2025, the CMS Nursing Home Care Compare website and the Five Star Quality Rating System were updated to include revisions to the inspection process, adjustment of staffing rating thresholds, the implementation of new quality measures and the inclusion of a staff turnover percentage (over a 12-month period). Beginning July 30, 2025, CMS will publish published aggregated performance data, including average overall Five Star ratings, health inspection ratings, staffing, and quality measure ratings for "chains" or groups of Medicare-certified nursing homes that share at least one individual or organizational owner, officer, or entity with operational/managerial control. Also beginning no later than July 30, 2025, COVID-19 vaccination data will be was also removed from all nursing home profiles on the CMS Nursing Home Care Compare website as of July 2025.

Additionally, on April 22, 2024, CMS issued a final rule regarding minimum staffing requirements and increased inspections at SNFs, which CMS estimates exceed existing staffing standards in nearly all states. The final rule was initially slated to begin implementation on a staggered phase-in basis based on geographic location and would have required SNFs participating in Medicare and Medicaid to maintain certain nurse staffing and care standards. However, the rule has been was subject to successful legal challenges, which may be reversed if appealed. and in September 2025, the U.S. Department of Health and Human Services ("HHS") withdrew its appeals in these cases. Further, the OBBBA included a ten-year delay on enforcement of these minimum staffing requirements, and in September 2025, the CMS submitted an interim rule with the White House Office of Management and Budget ("OMB") which seeks to rescind the staffing mandate, subject to OMB approval.

Private Equity; Ownership Disclosures . On November 15, 2023, CMS issued a final rule that requires SNFs participating in the Medicare or Medicaid programs to disclose certain ownership and managerial information regarding their relationships with certain entities that lease real estate to SNFs, including REITs, beginning May 1, 2025, which has been delayed by CMS until January 1, 2026. The CMS announcement of the final rule noted concerns regarding the quality of care provided at SNFs owned by private equity firms, REITs and other investment firms. Additionally, in 2024 and 2025, several U.S. senators proposed legislation that would, if enacted, restrict certain investors, including REITs and private equity firms, from investing in healthcare facilities or impose penalties on certain landlords of or private equity investors in healthcare facilities whose operators subsequently enter into bankruptcy proceedings. On January 8, 2025, the State of Massachusetts enacted a law that requires notification for certain transactions involving SNFs and REITs and restricts new licenses to hospitals with certain facilities leased from REITs. Legislation with similar restrictions has been proposed in several other states. In addition, in January 2025, HHS and the Senate Budget Committee issued reports that found private equity investment in healthcare has had negative consequences for patients and providers. These initiatives, as well as additional calls for federal and state governmental review of the role of private equity in the U.S. healthcare industry and proposed legislation related to certain SNF financial arrangements with REITs, if enacted, could result in additional requirements or restrictions on our operators or us. The likelihood of any of these legislative measures passing at the federal level remains uncertain.

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On April 22, 2024, CMS issued the Ensuring Access to Medicaid Services final rule, which requires that, beginning six years after the effective date of the final rule, states generally ensure that at least 80% of Medicaid HCBS payments be put toward compensation for direct care workers. The final rule also requires more transparency regarding how much states pay for HCBS and how those rates are set. It is uncertain what the ultimate impact of the final rule, as well as similar initiatives at the state level, will be on providers of Medicaid HCBS services, given uncertainty related to how HCBS providers are currently spending Medicaid dollars, how many providers fall below the required 80% threshold and how well regulators can measure and track spending by HCBS providers. In addition, it remains unclear whether similar requirements, including those establishing minimum allocations of Medicaid or other reimbursements to direct care workers, will be proposed for SNFs, ALFs and other senior care providers; any such requirements, if enacted, could have a material adverse impact on the financial condition of our operators. This uncertainty is further exacerbated by unknowns regarding how states will contend with federal funding losses due to the OBBBA's Medicaid reimbursement cuts and how they will ultimately decide to reallocate funding to the extent that they want to offset the impact to other providers or Medicaid recipients. Despite the OBBBA's creation of a new category of waivers that would cover people who do not meet the existing requirement of needing an institutional level of care to receive HCBS, such HCBS could be scaled back at the state level as states face funding shortfalls, which may push seniors and individuals with disabilities into institutional nursing home settings.

The risk of insufficient Medicaid reimbursement rates or delays in operators receiving such reimbursements, along with possible initiatives to push residents historically cared for in SNFs to alternative settings, labor shortages in certain areas and limited regulatory support for increased levels of reimbursement in certain states, may impact us more acutely in states where we have a larger presence. While state reimbursement rates have generally improved over the last several years, reimbursement support is not consistent across states, and it is difficult to assess whether the level of reimbursement support has or will continue to adequately keep pace with increased operator costs. In addition, certain of our operators have experienced delays in receiving state reimbursements, which may impact such operators' ability to pay rent to us. We continue to monitor rate adjustment activity, particularly in states in which we have a meaningful presence.

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Payments to providers continue to be increasingly tied to quality and efficiency. The Patient Driven Payment Model ("PDPM"), which was designed by CMS to improve the incentives to treat the needs of the whole patient, became effective October 1, 2019. CMS has stated that it intended PDPM to be revenue-neutral to operators, with future Medicare reimbursement reductions possible if that was not the case. In August 2022, CMS issued a final rule providing that, to obtain revenue neutrality, it would utilize a PDPM parity adjustment factor of 4.6% for Medicare payment rates with a two-year phase-in period that would reduce SNF spending by 2.3%, or approximately $780 million, in each of fiscal years 2023 and 2024. Our operators continue to adapt to the reimbursement changes and other payment reforms resulting from the value-based purchasing programs applicable to SNFs under the 2014 Protecting Access to Medicare Act. These reimbursement changes have had and may, together with any further reimbursement changes to the PDPM or value-based purchasing models, in the future have an adverse effect on the operations and financial condition of some of our operators and could adversely impact the ability of our operators to meet their obligations to us.

The Budget Control Act of 2011 established a Medicare Sequestration of 2%, which is an automatic reduction of certain federal spending as a budget enforcement tool. Originally, the sequester was intended to be in effect from FY 2013 to FY 2021. However, most recently, the Infrastructure Investment and Jobs Act extended the sequester through FY 2031. The full 2% Medicare sequestration went into effect as of July 1, 2022 and gradually increases to 4% from 2030 through 2031. Further, the OBBBA, absent further legislative action, which remains uncertain given the current government shutdown, requires an automatic 4% reduction in Medicare reimbursement rates beginning in 2026 as a budget enforcement tool triggered by the OBBBA's impact on the federal deficit.

As a part of the COVID-19 1135 waiver provisions, in 2020 CMS added physical therapy, occupational therapy and speech-language pathology to the list of approved telehealth providers for the Medicare Part B programs provided by a SNF, which also allowed for the facility to bill an originating site fee to CMS for telehealth services provided to Medicare Part B beneficiary residents of the facility when the services were provided by a physician from an alternate location through expiration of the public health emergency. The Consolidated Appropriations Act of 2023 extended the ability of occupational therapists, physical therapists and speech-language pathologists to continue to furnish these services via telehealth and bill as distant site practitioners through September 30, 2025; it remains uncertain whether this will be further extended through congressional action, particularly given the current government shutdown.

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Department of Justice and Other Enforcement Actions . SNFs are under intense scrutiny for ensuring the quality of care being rendered to residents and appropriate billing practices conducted by the facility. The DOJ has historically used the False Claims Act to civilly pursue nursing homes that bill the federal government for services not rendered or care that is grossly substandard. For example, in November 2024, one of the Company's skilled nursing operators disclosed that it had received civil investigative demands from the federal government regarding its reimbursement and referral practices. Additionally, it was reported in May 2025 that the DOJ initiated a criminal investigation regarding United Healthcare's practices related to its Medicare Advantage business, although the exact nature and scope of the criminal investigation remains unclear. In 2020, the DOJ launched a National Nursing Home Initiative to coordinate and enhance civil and criminal enforcement actions against nursing homes with grossly substandard deficiencies. Such enforcement activities are unpredictable and may develop over lengthy periods of time. An adverse resolution of any of these enforcement activities or investigations incurred by our operators may involve injunctive relief and/or substantial monetary penalties, either or both of which could have a material adverse effect on their reputation, business, results of operations and cash flows.

Second Third Quarter of 2025 and Recent Highlights

● During the three and six nine months ended June September 30, 2025, we acquired 57 three facilities and 63 66 facilities for aggregate consideration of $502.1 $77.5 million and $560.4 $637.9 million, respectively. The initial cash yield (the initial annual contractual cash rent divided by the purchase price) on these asset acquisitions was between 9.9% and 10.0%. 10.3%.

● We invested $27.4 $23.0 million and $62.7 $85.7 million under our construction in progress and capital improvement programs during the three and six nine months ended June September 30, 2025, respectively.

● We funded $25.6 $8.0 million and $45.7 $53.7 million under 12 three and 14 17 new real estate loans originated during 2025 with weighted average interest rates of 10.0% and 10.3% during the three and six nine months ended June September 30, 2025, respectively. Additionally, we advanced $3.2 $2.1 million and $9.7 $11.8 million under existing real estate loans during the three and six nine months ended June September 30, 2025, respectively. Principal repayments of $21.3 $2.9 million and $64.8 $67.7 million were received on real estate loans during the three and six nine months ended June September 30, 2025, respectively.

● In October 2025, the Company formed a JV with affiliates of Saber Healthcare Holdings, LLC ("Saber") to own and lease 64 facilities, that were previously wholly owned by affiliates of Saber. The Company issued approximately 5.5 million Omega OP Units with a fair value of $222.4 million in exchange for a 49% equity interest in the JV.

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● During the three and six nine months ended June September 30, 2025, we sold seven 11 facilities (six (ten SNFs and one ALF) and 34 45 facilities (32 (42 SNFs and two three ALFs) for $62.1 $81.1 million and $183.0 $264.1 million in net cash proceeds, recognizing net gains of $22.9 $28.2 million and $33.0 $61.2 million, respectively.

● During the three and six nine months ended June September 30, 2025, we recorded impairments of $14.2 $1.2 million and $15.4 $16.6 million on three two facilities and four six facilities, respectively . Of the $15.4 $16.6 million, $9.1 $10.3 million related to two four held for use facilities and $6.3 million related to two facilities that were classified as held for sale.

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● On June 6, 2025, Omega amended its charter to increase the number of authorized shares of Omega common stock from 350.0 million to 700.0 million.

● On June 20, 2025, the Company issued $600 million of Senior Notes due 2030 (the "2030 Senior Notes") that mature on July 1, 2030 and bear interest at a fixed rate of 5.200% per annum, payable semi-annually on January 1 and July 1 of each year, commencing on January 1, 2026. The 2030 Senior Notes were sold at an issue price of 99.118% of their face value, resulting in a discount of $5.3 million. We incurred $5.6 million of deferred costs in connection with the issuance.

● In April 2025, the maturity date of the $1.45 billion senior unsecured multicurrency revolving credit facility ("Revolving Credit Facility") was extended from April 30, 2025 to October 30, 2025.

● Omega repaid the $50 million term loan ("OP Term Loan") on April 29, 2025, prior to its original maturity date.

● During the three and six nine months ended June September 30, 2025, we sold 6.8 2.4 million and 13.9 16.3 million shares of common stock under our $1.25 billion At-The-Market Offering Program ("ATM Program") and Dividend Reinvestment and Common Stock Purchase Plan ("DRCSPP"), generating aggregate gross proceeds of $258.3 $89.1 million and $522.5 $611.6 million, respectively.

● On September 30, 2025, the Company entered into a new credit agreement consisting of a new four-year $2.0 billion senior unsecured multicurrency revolving credit facility (the "Revolving Credit Facility") and a three-year $300.0 million delayed draw term loan facility (the "2028 Term Loan"), replacing our previous $1.45 billion senior unsecured 2021 multicurrency revolving credit facility (the "2021 Revolving Credit Facility") that was scheduled to mature on October 30, 2025.

● In July 2025, the maturity date of the 2025 $428.5 million term loan (the "2026 Term Loan") was extended from August 8, 2025 to August 8, 2026, following Omega's election to utilize one of two 12-month extension options. The 2026 Term Loan was also amended in September 2025 to, among other things, modify the interest rate margins to align with the 2028 Term Loan (a reduction of 35 basis points) and remove the 0.100% pricing step-up in each of the extension periods.

● On October 15, 2025, the Company redeemed, at par value, the $600.0 million aggregate principal outstanding under its 5.250% Senior Notes with a scheduled maturity of January 15, 2026.

● We funded $3.8 $12.0 million and $3.9 $15.9 million under one three and four seven new non-real estate loans originated during 2025 with a weighted average interest rate rates of 10.0% 12.8% and 12.1% during the three and six nine months ended June September 30, 2025, respectively. We advanced $10.2 $5.1 million and $24.6 $29.7 million under existing non-real estate loans during the three and six nine months ended June September 30, 2025, respectively. Principal repayments of $12.6 $15.5 million and $28.6 $44.1 million were received on non-real estate loans during the three and six nine months ended June September 30, 2025, respectively.

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● For the three months and six ended June 30, 2025, LaVie Care Centers, LLC ("LaVie") paid full contractual rent of $6.2 million and $15.5 million, respectively. As LaVie is on a cash basis of revenue recognition for lease purposes, rental income recorded was equal to cash received of $6.2 million and $15.5 million, respectively, during the three and six months ended June 30, 2025. We did not recognize any interest income related to LaVie during the three and six months ended June 30, 2025 as the loans outstanding have PIK interest and are on non-accrual status. LaVie commenced voluntary cases under Chapter 11 of the U.S. Bankruptcy Code in the U.S. Bankruptcy Court for the Northern District of Georgia, Atlanta Division in June 2024. On December 5, 2024, a plan of reorganization was confirmed by the Bankruptcy Court, pursuant to which the LaVie master lease agreement was to be assumed and assigned by certain of the debtor(s) to operators designated by the Plan Sponsor upon the effective date of the plan. The plan of reorganization was effective as of June 1, 2025, which resulted in the LaVie master lease agreement being assumed by and assigned to ENDMT LLC ("Avardis") and amended and restated. The amended master lease has a lease term ending December 31, 2037 and requires monthly rent payments of $3.1 million, which escalate 2.5% annually. Avardis paid full contractual rent of $3.1 million in June and July 2025, following the effective date of the plan of reorganization. Avardis is on a straight-line basis for rental income recognition, and we recognized $3.6 million of rental income related to Avardis for June 2025.

● During the three and six nine months ended June September 30, 2025, we placed two new operators, which Omega did not previously have a relationship with prior to 2025, and one existing operator on a cash basis of revenue recognition as collection of substantially all contractual lease payments due from them was not deemed probable. During the second quarter of 2025, we wrote off $15.5 million of straight-line rent receivable associated with placing the existing operator on a cash basis of revenue recognition as we received information regarding substantial doubt of its ability to continue as a going concern. The lease agreements with the two new operators were executed in 2025 as part of the transition of facilities from other operators. As we had no previous relationship with these new operators and collection of substantially all contractual lease payments due from the new operator was not deemed probable, we placed the new operators on a cash basis of revenue recognition concurrent with the lease commencement dates, so there were no straight-line rent receivable write-offs associated with placing these operators on a cash basis. As of June September 30, 2025, 22 20 operators are on a cash basis for rental revenue recognition. These operators represent 17.5% 18.5% of our total revenues for the six nine months ended June September 30, 2025.

● For the three months and six nine months ended June September 30, 2025, Maplewood paid $14.4 $15.3 million and $28.0 $43.3 million of contractual rent, respectively, falling short of the $17.3 million and $34.6 $51.9 million of contractual rent due under its lease agreement for those periods, respectively. These amounts exclude contractual rent and payments related to Inspir Embassy Row in Washington D.C. of $3.2 $3.3 million and $5.3 $8.6 million for the three and six nine months ended June September 30, 2025, respectively, which were paid in full. Maplewood also did not pay any of the $3.1 $3.2 million and $5.4 $8.6 million of contractual interest due under the secured revolving credit facility for the three and six nine months ended June September 30, 2025, respectively. Maplewood is on a cash basis of revenue recognition for lease purposes, and we recorded rental income of $14.4 $15.3 million and $28.0 $43.3 million for the three and six nine months ended June September 30, 2025, respectively, for contractual rent payments that were received from Maplewood. No interest income was recorded on the Maplewood secured revolving credit facility during the three and nine months ended June September 30, 2025, as the loan is on non-accrual status for interest recognition. In July October 2025, Maplewood short-paid the contractual rent and interest amounts due under its lease and loan agreements by $1.8 $1.7 million.

● Following the effective date of LaVie Care Centers, LLC's ("LaVie") plan of reorganization as part of its emergence from bankruptcy, the LaVie master lease agreement with Omega was assumed by and assigned to ENDMT LLC ("Avardis") and subsequently amended and restated. Since assuming the lease, Avardis has paid full contractual rent of $9.4 million and $12.5 million in three and nine months ended September 30, 2025, respectively. Avardis is on a straight-line basis for rental income recognition, and we recognized $11.0 million and $14.6 million of rental income related to Avardis for the three and nine months ended September 30, 2025, respectively.

● After Genesis Healthcare, Inc. ("Genesis") missed its rent payment due under its lease agreement and its interest payment due under one of its three loan agreements In March 2025, it made all required rent and interest payments during the second quarter of 2025. As Genesis is on a cash basis of rental revenue recognition, we recognized rental income of $12.8 million and $25.3 million, respectively, related to Genesis during the three and six months ended June 30, 2025. In addition, we recognized $4.1 million and $8.3 million, respectively, of interest income related to three loans with Genesis during the three and six months ended June 30, 2025. As of June 30, 2025, the two remaining loans are on an accrual basis due to the collateral supporting the loans. As of June 30, 2025, there was $3.5 million remaining under the letter of credit. In July 2025, Genesis Healthcare, Inc. ("Genesis") commenced voluntary cases under Chapter 11 of the U.S. Bankruptcy Code in the U.S. Bankruptcy Court for the Northern District of Texas, Dallas Division. Genesis will continue to operate, as a debtor-in-possession ("DIP"), the 31 facilities subject to a master lease agreement with Omega, unless and until Genesis' leasehold interest under the master lease agreement is rejected or assumed and assigned. We committed to provide, along with other lenders, up to provided $8.0 million of a $30.0 million junior secured DIP financing, along with other lenders, to Genesis to support sufficient liquidity to, among other things, operate its facilities during bankruptcy. Since commencing the DIP loan bears PIK bankruptcy process in July 2025, Genesis made all required contractual rent and interest at 15.0% per annum, payable monthly payments in arrears. The principal August and September 2025. Genesis is due upon maturity. Currently, the DIP loan matures on the earlier a cash basis of (i) February 4, 2026, (ii) the effective date rental revenue recognition, we recognized rental income of a plan $12.9 million and $38.2 million (which includes $34.0 million for contractual rent payments received and $4.2 million from the application of reorganization or liquidation in proceeds from the Chapter 11 cases or (iii) upon an event letter of default as defined credit in the DIP loan agreement. March 2025 that was held as collateral from Genesis), respectively, related to Genesis during the DIP lenders hold a third three and fourth priority security interest nine months ended September 30, 2025. In all addition, we recognized $4.3 million and $12.6 million, respectively, of Genesis' assets, interest income (which includes a third priority security interest in cash and accounts receivable. Proceeds $0.1 million from the application of any future asset sales, claims and causes proceeds from the letter of action credit) related to loans with Genesis during the three and debt or equity issuances will all serve nine months ended September 30, 2025. As collateral for of September 30, 2025, the DIP remaining two term loans The interim DIP order approved the DIP budget, which allows payments due under and the DIP loan and Omega's existing term loans are on an accrual basis due to be satisfied in kind during the bankruptcy, except for budgeted adequate protection payments that will be made on Omega's existing non-real estate loans. As a condition of collateral supporting the DIP financing, Genesis is required to pay Omega full contractual rent under its lease agreement. loans. In July October 2025, prior to filing for bankruptcy, Genesis paid full contractual rent and interest due of $4.8 $4.4 million. As discussed in Note 6 – Non-real Estate Loans Receivable, 8.2% per annum of the total 13.2% per annum interest on the term loans is PIK interest.

● On July 25, October 24, 2025, the Board of Directors declared a cash dividend of $0.67 per share. The dividend will be paid on August 15, November 17, 2025 to stockholders of record as of the close of business on August 4, November 3, 2025.

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Comparison of results of operations for the three and six nine months ended June September 30, 2025 and 2024 (dollars in thousands):

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Recovery provision for credit losses

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Other income (expense) – net

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Gain (loss) on assets sold – net

(Loss) income from unconsolidated joint ventures entities

Three Months Ended June September 30, 2025 and 2024

The following is a description of certain of the changes in revenues for the three months ended June September 30, 2025 compared to the same period in 2024:

● The increase in rental income was primarily the result of (i) a $31.5 $26.4 million increase related to facility acquisitions made throughout 2024 and 2025, a construction in progress project placed in service in 2025, lease extensions and other rent escalations, (ii) an $8.1 million net increase in rental income from cash basis operators, primarily related to Maplewood, as a result of receiving higher cash rent payments period over period from these operators, (iii) a $2.8 $2.4 million increase related to higher rental income from our leases with operators in the U.K. primarily due to the strengthening of the British Pound Sterling against the U.S. Dollar and (iv) a $0.5 $1.1 million net increase related to the impact of facility transitions, primarily resulting from non-paying cash basis operators to a straight-line basis operators, receivable write-off in the third quarter of 2024, partially offset by a $17.5 $4.9 million net decrease resulting from straight-line receivable write-offs in related to the second quarter impact of 2025. facility transitions and sales.

● The increase in interest income was primarily due to an $8.8 (i) a $6.9 million increase related to new loans and additional fundings on existing loans made throughout 2024 and 2025 partially offset by (i) a $2.9 million decrease related to principal repayments on our loans during 2024 and 2025 and (ii) a $0.9 $0.4 million decrease increase related to loans on non-accrual status in which we have recognized less higher interest income period over period as a result of receiving fewer higher cash payments, partially offset by a $2.5 million decrease related to principal repayments on our loans during 2024 and 2025.

The following is a description of certain of the changes in our expenses for the three months ended June September 30, 2025 compared to the same period in 2024:

● The increase in depreciation and amortization expense primarily relates to facility acquisitions and capital additions, partially offset by facility sales. and facilities reclassified to assets held for sale.

● The increase in general and administrative ("G&A") expense primarily relates to (i) a $0.6 million an increase in operator initiatives, (ii) a $0.4 million payroll and benefits and an increase in professional service costs. and (iii) a $0.3 million increase in payroll and benefits.

● The decrease in acquisition, merger and transition related costs primarily relates to costs incurred related to (i) transition costs following our acquisition of the remaining 51% interest in the Cindat Joint Venture and (ii) the transition of facilities with troubled operators.

● The 2025 impairments were recognized in connection with one two held for use facility and two facilities. that were classified as held for sale. The 2024 impairments were recognized in connection with two facilities that were classified as held for sale and two three held for use facilities. The 2025 and 2024 impairments were primarily the result of decisions to exit certain non-strategic facilities and/or terminate our relationships with certain non-strategic operators.

● The decrease in recovery for credit losses primarily relates to an increase a smaller recovery in the general reserve recorded primarily resulting from increases in loss rates utilized in the estimate third quarter of expected credit losses for loans, 2025 compared to same period in 2024, partially offset by a net decrease in aggregate specific provisions recorded during the second third quarter of 2025 compared to same period in 2024. and decreases in loan balances.

● The decrease increase in interest expense primarily relates to (i) an increase in interest due to the issuance of $600 million of 5.20% senior unsecured notes (the "2030 Senior Notes") in June 2025 and (ii) an increase in interest due to the assumption of the £188.6 million 2026 mortgage loan (the "2026 Mortgage Loan") as part of our acquisition of the remaining 51% interest in the Cindat Joint Venture in July 2024. The overall increase was partially offset by (i) a net decrease in the amortization of deferred financing fees and discounts as a result of the amortization of the fair value adjustment associated with the 2026 Mortgage Loan, (ii) the repayment of $400 million of 4.50% senior notes in January 2025 and (iii) the repayment of the OP Term Loan in April 2025. The overall decrease was partially offset by (i) an increase in interest due to the assumption of the £188.6 million 2026 mortgage loan as part of our acquisition of the remaining 51% interest in the Cindat Joint Venture in July 2024 and (ii) an increase in interest due to the issuance of the 2030 Senior Notes in June 2025.

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The increase in total other income (expense) was primarily due to (i) a $10.4 $28.5 million increase in gain on assets sold related to the sale of 11 facilities in the third quarter of 2025 compared to the sale of six facilities during the same period in 2024 and (ii) a $17.9 million increase in other income – net primarily related to increased interest income on short-term investments due to higher invested cash in the second third quarter of 2025 compared to the same period in 2024 and gains related to foreign currency and financial instruments in the first quarter of 2025 and (ii) a $10.0 million increase in gain on assets sold related to the sale of seven facilities in the second third quarter of 2025. compared to the sale of five facilities during the same period in 2024.

The increase in income tax expense was primarily due to an increase in taxable income in the U.K. as a result of acquisitions in 2024 and 2025 and 2024.

(Loss) income from unconsolidated entities

The increase in (loss) income from unconsolidated entities was primarily related to one unconsolidated joint venture, OMG Senior Housing, LLC., which sold one facility during the third quarter of 2024 for a gain.

Six Nine Months Ended June September 30, 2025 and 2024

The following is a description of certain of the changes in revenues for the six nine months ended June September 30, 2025 compared to the same period in 2024:

● The increase in rental income was primarily the result of (i) a $55.6 an $80.4 million increase related to facility acquisitions made throughout 2024 and 2025, a construction in progress project placed in service in 2025, lease extensions and other rent escalations, (ii) $17.9 a $20.3 million net increase in rental income from cash basis operators, primarily related to LaVie and Maplewood, as a result of receiving higher cash rent payments period over period from these operators, (iii) a $1.4 $3.7 million net increase related to the impact of facility transitions, primarily from non-paying cash basis operators to straight-line basis operators and (iv) a $3.2 $5.7 million increase related to higher rental income from our leases with operators in the U.K. primarily due to the strengthening of the British Pound Sterling against the U.S. Dollar. The increase was partially offset by (i) a $17.5 $16.4 million decrease resulting from higher straight-line receivable write-offs in the second quarter of 2025 compared to 2024 and (ii) a $10.0 million lease inducement provided to a cash basis operator that was recorded as a reduction to rental income in the first quarter of 2025.

● The increase in interest income was primarily due to a $19.5 $26.1 million increase related to new loans and additional fundings on existing loans made throughout 2024 and 2025, partially offset by (i) a $6.1 an $8.3 million decrease related to principal repayments on our loans during 2024 and 2025 and (ii) a $1.3 $0.9 million decrease related to loans on non-accrual status in which we have recognized less interest income period over period as a result of receiving fewer cash payments.

The following is a description of certain of the changes in our expenses for the six nine months ended June September 30, 2025 compared to the same period in 2024:

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● The increase in G&A expense primarily relates to (i) $6.6 million of incremental non-cash stock-based compensation expense and $2.2 million of incremental payroll expense related to the termination of the employment agreement of our former Chief Operating Officer in the first quarter of 2025, (ii) $1.2 million related to other increases in payroll and benefits, (iii) a $0.7 million an increase in operator initiatives professional service costs and (iv) a $0.5 million an increase in professional service costs. operator initiatives. Additional information regarding the increase in stock-based compensation is disclosed in Note 14 – Stock-Based Compensation.

● The decrease in acquisition, merger and transition related costs primarily relates to costs incurred related to (i) transition costs following our acquisition of the remaining 51% interest in the Cindat Joint Venture and (ii) the transition of facilities with troubled operators.

● The 2025 impairments were recognized in connection with two four held for use facilities and two facilities that were classified as held for sale. The 2024 impairments were recognized in connection with two four facilities that were classified as held for sale and five eight held for use facilities. The 2025 and 2024 impairments were primarily the result of decisions to exit certain non-strategic facilities and/or terminate our relationships with certain non-strategic operators.

● The change decrease in provision recovery for credit losses primarily relates to an increase a smaller recovery in the general reserve recorded primarily resulting from increases in loss rates utilized 2025 compared to same period in the estimate of expected credit losses for loans, 2024, partially offset by decreases in loan balances and a net increase decrease in aggregate specific provisions recorded during the six nine months ended June September 30, 2025 compared to same period in 2024.

● The decrease in interest expense primarily relates to (i) a net decrease in the amortization of deferred financing fees and discounts as a result of the amortization of the fair value adjustment associated with the 2026 Mortgage Loan, (ii) the repayment of $400 million of 4.50% senior notes in January 2025, (iii) the repayment of the OP Term Loan in April 2025, (iv) the repayment of $400 million of 4.95% senior notes in April 2024 and (v) the payoff of all remaining HUD mortgages in the first quarter of 2024. The overall decrease was partially offset by (i) an increase in interest due to the issuance of the 2030 Senior Notes in June 2025 and (ii) an increase due to the assumption of the £188.6 million 2026 Mortgage Loan as part of our acquisition of the remaining 51% interest in the Cindat Joint Venture in July 2024. and (ii) an increase in interest due to the issuance of $600 million of the 2030 Senior Notes in June 2025.

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The increase in total other income (expense) was primarily due to (i) a $21.4 $49.9 million increase in gain on assets sold related to the sale of 34 45 facilities in 2025 compared to the sale of nine 15 facilities during the same period in 2024, (ii) an $8.2 $26.0 million increase in other income – net primarily related to increased interest income on short-term investments due to higher invested cash in 2025 compared to the same period in 2024 and gains associated with foreign currency and financial instruments in 2025 and (iii) a $1.5 $1.6 million decrease in loss on debt extinguishment related to the early repayment of nine HUD mortgages during the first quarter of 2024.

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(Loss) income from unconsolidated entities

The increase in (loss) income from unconsolidated entities was primarily related to one unconsolidated joint venture, OMG Senior Housing, LLC., which sold one facility during the third quarter of 2024 for a gain.

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The following table presents our Nareit FFO results for the three and six nine months ended June September 30, 2025 and 2024:

(Deduct gain) add back loss from real estate dispositions

Deduct gain from real estate dispositions - unconsolidated entities (6,260)

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Depreciation – unconsolidated joint ventures

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and 24 more changes in the filing

Market risk 5 changes

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We borrow debt at a combination of variable and fixed rates. Movements in interest rates on our variable rate borrowings would change our future earnings and cash flows but not significantly affect the fair value of those instruments. During the six nine months ended June September 30, 2025, we incurred interest expense of $12.0 $17.8 million related to variable rate borrowings outstanding under our Revolving Credit Facility and the 2026 Mortgage Loan, after considering the impact of interest rate swaps. Assuming no changes in outstanding balances, and inclusive of the impact of interest rate swaps and interest rate caps designated as cash flow hedges noted below, a hypothetical 1% increase in interest rates would result in a $0.6 $1.1 million increase in our annual interest expense. A hypothetical 1% decrease in interest rates would result in a $1.2 $1.8 million decrease in our annual interest expense. As of June September 30, 2025, only our Revolving Credit Facility, 2028 Term Loan and 2026 Mortgage Loan have variable rate borrowings, rates, when considering the impact of interest rate swaps that are designated as cash flow hedges for the 2025 2026 Term Loan. As of June September 30, 2025, the interest rate on the 2026 Mortgage Loan was variable as SONIA did not exceed the cap rate.

A change in interest rates will not affect the interest expense associated with our long-term fixed rate borrowings but will affect the fair value of our long-term fixed rate borrowings. The estimated fair value of our total long-term fixed-rate borrowings at June September 30, 2025 was approximately $4.2 billion, which includes our senior notes. A hypothetical 1% increase in interest rates would result in a decrease in the fair value of long-term fixed-rate borrowings by approximately $151.3 $145.7 million at June September 30, 2025. A hypothetical 1% decrease in interest rates would result in an increase in the fair value of long-term fixed-rate borrowings by approximately $159.9 $154.0 million at June September 30, 2025.

At June September 30, 2025, we have $428.5 million of interest rate swaps outstanding and £190.0 million of interest rate caps outstanding that are recorded at fair value in other assets and accrued expenses and other liabilities on our Consolidated Balance Sheets. The interest rate swaps and interest rate caps hedge the interest rate risk associated with interest payments on the 2025 2026 Term Loan and the 2026 Mortgage Loan.

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We are exposed to foreign currency risk through our investments in the U.K. Increases or decreases in the value of the British Pound Sterling relative to the U.S. Dollar impact the amount of net income we earn from our investments in the U.K. Based solely on our results for the six nine months ended June September 30, 2025, if the applicable exchange rate were to increase or decrease by 10%, our net income from our consolidated U.K.-based investments would increase or decrease, as applicable, by $2.8 $3.6 million.

To hedge a portion of our net investments in the U.K., at June September 30, 2025, we have 11 foreign currency forward contracts with notional amounts totaling £258.0 million that mature between 2027 and 2031.

Controls and procedures 2 changes

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Our management, with the participation of the Chief Executive Officer and Chief Financial Officer, has evaluated the effectiveness of the Company's disclosure controls and procedures (as defined in Rule 13a-15(e) of the Securities Exchange Act of 1934, as amended (the "Exchange Act")) as of June September 30 , 2025. Based on that evaluation, our Chief Executive Officer and Chief Financial Officer concluded that the disclosure controls and procedures of the Company were effective at a reasonable assurance level as of June September 30 , 2025.

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There were no changes in the Company's internal control over financial reporting during the quarter ended June September 30 , 2025 (as defined in Rules 13a-15(f) and 15d-15(f) under the Exchange Act) that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.

Unregistered sales of stock 3 changes

From time to time, the Company issues shares of common stock in reliance on the private placement exemption under Section 4(a)(2) of the Securities Act of 1933, as amended, in exchange for Omega OP Units. On May 15, During the quarter ended September 30, 2025, Omega issued an aggregate of 8,583 49,949 shares of Omega common stock in exchange for Omega OP Units tendered to Omega OP for redemption in accordance with the provisions of the partnership agreement governing Omega OP in reliance on this exemption.

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During the second third quarter of 2025, we did not repurchase any shares of our outstanding common stock.

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No officers or directors, as defined in Rule 16a-1(f), adopted , modified and/or terminated a "Rule 10b5-1 trading arrangement" or a "non-Rule 10b5-1 trading arrangement," as defined in Regulation S-K Item 408, during the second third quarter of 2025.

Exhibits 10 changes

Articles of Amendment and Restatement of Omega Healthcare Investors, Inc., as amended through June 6, 2025 (incorporated by reference to Exhibit 3.1 to the Company's Form 8-K, filed June 20, 2025).

Indenture dated as of June 20, 2025, among Omega Healthcare Investors, Inc. and U.S. Bank Trust Company, National Association, as Trustee (incorporated by reference to Exhibit 4.1 to the Company's Form 8-K, filed June 20, 2025).

First Supplemental Indenture dated as of June 20, 2025, among Omega Healthcare Investors, Inc., OHI Healthcare Properties Limited Partnership, as Subsidiary Guarantor, and U.S. Bank Trust Company, National Association, as Trustee, governing the Company's 5.200% Senior Notes due 2030 (incorporated by reference to Exhibit 4.2 to the Company's Form 8-K, filed June 20, 2025).

Amended and Restated Credit Agreement, dated as of September 30, 2025, by and among Omega Healthcare Investors, Inc., as a borrower, OHI UK Healthcare Properties Ltd., as a U.K. borrower, certain of Omega's subsidiaries identified therein, as guarantors, a syndicate of financial institutions, as lenders, and Bank of America, N.A., as administrative agent (Incorporated by reference to Exhibit 10.1 to the Company's Current Report on Form 8-K, filed October 1, 2025).

First Amendment to Credit Agreement dated September 30, 2025, amending the Credit Agreement dated August 8, 2023, by and among Omega, as borrower, certain of Omega's subsidiaries identified from time to time therein, as guarantors, a syndicate of financial institutions, as lenders, and Bank of America, N.A., as administrative agent (Incorporated by reference to Exhibit 10.2 to the Company's Current Report on Form 8-K, filed October 1, 2025).

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The following financial statements (unaudited) from the Company's Quarterly Report on Form 10-Q for the quarter ended June September 30, 2025, formatted in Inline XBRL: (i) Consolidated Balance Sheets, (ii) Consolidated Statements of Operations, (iii) Consolidated Statements of Comprehensive Income, (iv) Consolidated Statements of Equity, (v) Consolidated Statements of Cash Flows and (vi) Notes to Consolidated Financial Statements, tagged as blocks of text and including detailed tags.

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Date: August 1, 2025

Date: October 31, 2025

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Date: August 1, 2025

Date: October 31, 2025

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