Omega Healthcare Investors reported Q3 2026 results

Item 2.02 Regulation FD Disclosure

On November 3, 2026, Omega Healthcare Investors, Inc. ("Omega") issued a press release regarding its financial results for the quarter ended September 30, 2026.¹ Omega's press release is attached as Exhibit 99.1¹ to this Current Report on Form 8-K and incorporated by reference herein.

The information in this Item 2.02 of this Current Report on Form 8-K and the Exhibit 99.1 attached hereto shall not be deemed "filed" for purposes of Section 18 of the Securities Exchange Act of 1934² (the "Exchange Act") or otherwise subject to the liabilities of that section, nor shall it be deemed incorporated by reference in any filing under the Securities Act of 1933, as amended, or the Exchange Act, regardless of any general incorporation language in such filing.

Item 9.01 Financial Statements and Exhibits

(d) Exhibits

Exhibit No. Description of Exhibit

99.1 Press release issued by the Company on November 3, 2026

104 Cover Page Interactive Data File (embedded within the Inline XBRL document)

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

OMEGA HEALTHCARE INVESTORS, INC.

Dated: November 3, 2026

By:

/s/ Gail D. Makode

Gail D. Makode

Chief Legal Officer, General Counsel

303 International Circle, Suite 200

Hunt Valley, MD 21030

(410) 427-1700

PRESS RELEASE – FOR IMMEDIATE RELEASE OMEGA REPORTS THIRD QUARTER 2026 RESULTS AND RECENT DEVELOPMENTS

Completed $1.5 Billion in New Investments Year-to-Date, Including $946 Million Since Quarter-End

Raises Full Year 2026 Guidance

HUNT VALLEY, MARYLAND – November 3, 2026 – Omega Healthcare Investors, Inc. (NYSE: OHI) (the "Company" or "Omega") announced today its results for the quarter ended September 30, 2026.

THIRD QUARTER 2026 AND RECENT HIGHLIGHTS

● Net income for the quarter of $87 million, or $0.27 per diluted share.³

● Adjusted Funds From Operations ("Adjusted FFO" or "AFFO") for the quarter of $262 million, or $0.82 per diluted share, on 321 million weighted-average common shares outstanding, compared to $243 million, or $0.79 per diluted share⁴, on 308 million weighted-average common shares outstanding, for the third quarter of 2025.

● Funds Available for Distribution ("FAD") for the quarter of $250 million, or $0.78 per diluted share⁵, compared to FAD of $231 million, or $0.75 per diluted share, for the third quarter of 2025.

● Net Operating Income ("NOI") for the quarter of $332 million, compared to NOI of $310 million for the third quarter of 2025.⁵

● Completed $182 million of investments during the third quarter and $946 million since quarter-end, bringing total 2026 investment activity to approximately $1.5 billion.⁶

● Converted two U.K. triple-net operator relationships covering 30 care homes to RIDEA structures for a payment of $48 million.

● Issued 4.7 million common shares in the quarter for gross proceeds of $234 million.⁷

● In October 2026, transitioned 32 Florida skilled nursing facilities ("SNFs") to PACS Group, Inc. (NYSE: PACS) ("PACS") for payment of a $90 million termination fee to the prior operator, increasing annual contractual rent on the facilities by $26.1 million in the first year.

● In October 2026, the Genesis Healthcare, Inc. ("Genesis") bankruptcy sale was finalized, with Omega's lease assumed and assigned to the buyer and the DIP and term loans repaid.

Nareit Funds From Operations ("Nareit FFO"), AFFO, FAD and NOI are supplemental non-GAAP financial measures the Company believes are useful in evaluating the performance of real estate investment trusts ("REITs"). Reconciliations and further information regarding these non-GAAP measures are provided at the end of this press release.

CEO COMMENTS

Matthew Gourmand, Omega's Chief Executive Officer, stated, "We are pleased to report strong third quarter results, as we continued to grow FAD per share year over year, while reducing leverage to the lowest level in the Company's history. As a result, we were again able to increase our AFFO guidance, moving the midpoint up by five cents to $3.29.¹¹"

Mr. Gourmand continued, "The investments made in the third and early fourth quarter highlight the breadth of opportunities available to us to continue to grow shareholder value. The pipeline remains strong, and we expect to make further accretive investments through the remainder of this year and into early 2027."

Mr. Gourmand concluded, "Importantly, the backdrop that has allowed us to deliver strong shareholder returns over the past few years remains in place. Operating metrics continue to be robust, with operator coverage further improving in the quarter, and we have a strong balance sheet and cost of capital that should allow us to continue to accretively invest."

THIRD QUARTER 2026 PORTFOLIO AND RECENT ACTIVITY

Operator Updates:

PACS – On October 1, 2026, the Company transitioned 32 SNFs in Florida from Airamid Health Services, LLC ("Airamid") to PACS⁸ and added the facilities to the Company's existing PACS master lease. Initial annual contractual rent attributable to the facilities is $58.0 million, an increase of $26.1 million⁸ from the prior annual contractual rent on the portfolio. Annual contractual rent increases by an additional $2.5 million in year two, with 2% annual escalators thereafter through the lease's January 31, 2038 maturity. The Company also paid Airamid a $90.0 million lease termination fee in connection with the transition⁹, which was capitalized and will be amortized over the remaining term of the PACS lease.

Genesis – In October 2026, the Genesis Chapter 11 bankruptcy sale was finalized, resulting in the assumption and assignment of Omega's master lease to affiliates of 101 W State Street Holdings, LLC ("NewGen"). In connection with the bankruptcy finalization, Omega received $149.5 million during October 2026 related to repayments of amounts outstanding under its DIP and term loans.¹⁰ During the third quarter of 2026, Omega recognized $13.3 million of rental income and $4.8 million of interest income related to Genesis.

Maplewood – In the third quarter of 2026, Maplewood Senior Living (along with affiliates "Maplewood") paid $20.1 million in rent (compared to $19.6 million in the second quarter of 2026).

New Investments:

The following table presents investment activity:

Three Months Ended

Nine Months Ended

Investment Activity ($000's)

$ Amount

% of Total

$ Amount

% of Total

Real property

$

167,288

92.0

$

403,591

72.2

Real estate loan fundings

14,155

7.8

57,944

10.4

Investments in unconsolidated entities

275

0.2

97,453

17.4

Total real property and loan investments

$

181,718

100.0

$

558,988

100.0