Omega Healthcare Investors reports $83.09 million net income for Q3 2026.

Cover page 2 changes

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For the quarterly period ended June September 30, 2026

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As of July 27, October 30, 2026, there were 303,013 304,327 thousand shares of common stock outstanding.

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Financial statements 27 changes

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Common stock $ 0.10 par value authorized – 700,000 shares, issued and outstanding – 299,111 303,854 shares as of June September 30, 2026 and 295,539 shares as of December 31, 2025

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Recovery provision for credit losses

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Other (expense) income – net

Loss on debt extinguishment

(Loss) gain on assets sold – net

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Comprehensive income attributable to noncontrolling interest ( 17,037 3,696 )

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Three Months Ended June September 30, 2026 and 2025

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Balance at March 31, 2026

Balance at June 30, 2026

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Common dividends declared ($ 0.67 0.68 per share)

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Balance at March 31, 2025

Other comprehensive income loss

Balance at June September 30, 2026

Balance at June 30, 2025

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Other comprehensive income loss

Balance at June September 30, 2025

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Six Nine Months Ended June September 30, 2026 and 2025

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Common dividends declared ($ 1.34 2.02 per share)

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Balance at June September 30, 2026

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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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Unaudited (in thousands)

Six Months Ended June 30,

Nine Months Ended September 30,

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Acquisition of real estate

Cash disbursed for acquisitions, net of cash acquired

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Effect of foreign currency translation on cash, cash equivalents and restricted cash ( 800 1,175 )

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Note 1: BASIS OF PRESENTATION AND SIGNIFICANT ACCOUNTING POLICIES 4 changes

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Omega Healthcare Investors, Inc. ("Parent") is a Maryland corporation that, together with its consolidated subsidiaries (collectively, "Omega", the "Company", "we", "our" or "us"), invests in healthcare-related real estate properties located in the United States ("U.S."), the United Kingdom ("U.K.") and Canada. Our core business is to provide financing and capital to the long-term healthcare industry with a particular focus on skilled nursing facilities ("SNFs"), assisted living facilities ("ALFs"), including care homes in the U.K., and to a lesser extent, independent living facilities ("ILFs"), rehabilitation and acute care facilities ("specialty facilities") and continuing care retirement communities ("CCRCs"). Our core portfolio consists of our long-term "triple-net" leases and real estate loans with healthcare operating companies and affiliates (collectively, (together with the managers of our Operating portfolio assets, our "operators"). Additionally, during the fourth quarter of 2025, we began utilizing the structure authorized by the REIT Investment Diversification and Empowerment Act of 2007 (commonly referred to as "RIDEA"), whereby we own and operate healthcare facilities through third-party managers (collectively, our "managers"). In addition to our core investments, we make loans to operators and/or their principals. From time to time, we also acquire equity interests in joint ventures ("JVs") or entities that support the long-term healthcare industry and our operators, which may include ancillary service or technology companies, and in operating companies.

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, 2026, Parent owned approximately 96 % of the issued and outstanding units of partnership interest in Omega OP ("Omega OP Units"), and other investors owned approximately 4 % 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 June September 30, 2026 and December 31, 2025, there were 13,904,638 14,127,310 and 14,698,225 Omega OP Units outstanding, respectively, that were held by other investors.

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For the three and six nine months ended June September 30, 2026 and 2025, property-level expenses include amounts previously presented in other financial statement line items. The Company began separately presenting property-level expenses in the second quarter of 2026 in connection with the adoption of two operating segments discussed below. For the three and six nine months ended June September 30, 2026, property-level expenses include (i) senior housing operating expenses of $ 12.3 25.6 million and $ 17.7 43.3 million, respectively, (ii) real estate taxes associated with facilities leased to operators of $ 3.5 3.9 million and $ 7.1 11.0 million, respectively and (iii) certain ground lease expenses that were previously presented in general and administrative expense of $ 0.4 million and $ 0.9 1.3 million, respectively. For the three and six nine months ended June September 30, 2025, property-level expenses include (i) real estate taxes associated with facilities leased to operators of $ 3.3 3.5 million and $ 6.6 10.1 million, respectively, and (ii) certain ground lease expenses that were previously presented in general and administrative expense of $ 0.5 million and $ 1.0 1.5 million, respectively.

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Accordingly, we conduct and manage our business as two operating segments and two reportable segments: our existing triple-net investments business ("Triple-Net") segment, which represented our sole operating segment prior to the first second quarter of 2026, and our Operating segment.

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Note 2: REAL ESTATE ASSETS 18 changes

Six Months Ended June 30,

As of June September 30, 2026, our leased real estate properties included 552 558 SNFs, 342 352 ALFs, 19 ILFs, 17 specialty facilities and one CCRC. 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, 2026:

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(2) During the first quarter of 2026, we acquired 13 facilities using a reverse like-kind exchange structure pursuant to Section 1031 of the Code (a "reverse 1031 exchange"). As of June 30, 2026, we completed the reverse 1031 exchange for eight of the acquired facilities and the remaining five facilities remain in the possession of the Exchange Accommodation Titleholders ("EATs"). The EATs are classified as VIEs as they do not have sufficient equity investment at risk to permit the entity to finance its activities. The Company consolidated the EATs because it controls the activities that most significantly impact the economic performance of the EATs and is, therefore, the primary beneficiary of the EATs. As of June 30, 2026, the properties held by the EATs are reflected as real estate with a carrying value of $ 49.2 million.

(2) During the first quarter of 2026, we acquired 13 facilities using a reverse like-kind exchange structure pursuant to Section 1031 of the Internal Revenue Code of 1986, as amended (a "reverse 1031 exchange"). As of September 30, 2026, we completed the reverse 1031 exchange for all 13 of the acquired facilities.

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(5) Includes $ 20.5 million of non-cash consideration related to the settlement of two real estate loans with the acquired entities. The Company allocated $ 2.9 million of the total consideration for the acquisition to other assets and $ 1.6 million to accrued expenses and other liabilities.

Business Combinations

During the third quarter of 2026, the Company acquired the operators of 30 of its U.K. care homes in two separate transactions for aggregate cash consideration of $ 48.0 million. The transactions included the operator of four care homes acquired in July 2026 and the operator of 26 additional care homes acquired in September 2026. Prior to the acquisitions, all 30 facilities were leased to the acquired operators under long-term lease arrangements. Contractual lease revenue recognized from these operators for the 30 care homes totaled approximately $ 17.3 million during the nine months ended September 30, 2026.

Concurrently with the acquisitions, the Company entered into management agreements to continue operating the facilities under RIDEA structures. The four care homes acquired in July continue to be managed by an affiliate of the acquired operator, while the 26 care homes acquired in September are managed by two third-party operators. As a result, the operations of these facilities are reported within the Company's Operating segment.

The acquisitions resulted in the settlement of the Company's preexisting lease arrangements with the acquired operators. In accordance with ASC 805, $ 47.7 million of the $ 48.0 million purchase price was accounted for separately from the business combinations as extinguishments of the preexisting leases and recorded within acquisition, merger and transition related costs. In connection with these transactions, the Company also recognized an $ 11.2 million write-off of straight-line rent receivables associated with those leases within acquisition, merger and transition related costs.

After giving effect to the separate accounting for the settlement of the preexisting lease relationships, cash consideration transferred for the acquired operators was approximately $ 0.3 million, subject to customary purchase price adjustments. Based on the Company's preliminary purchase price allocations, the acquisitions resulted in goodwill of approximately $ 4.2 million. The preliminary purchase price allocations remain subject to adjustment as the Company finalizes its valuations of the assets acquired and liabilities assumed.

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Six Months Ended June 30,

The following table summarizes the construction in progress and capital expenditure investments by segment that occurred during the three and six nine months ended June September 30, 2026 and 2025:

Three Months Ended June September 30,

Nine Months Ended September 30,

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As of June September 30, 2026, construction in progress included three projects consisting of the development of SNFs in Virginia, Florida and Kansas.

Note 3: ASSETS HELD FOR SALE, DISPOSITIONS AND IMPAIRMENTS 5 changes

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For certain asset sales completed during the second quarter of 2026, the net proceeds were transferred to qualified intermediaries ("QIs") to facilitate like-kind exchange structures pursuant to Section 1031 of the Code (a "1031 exchange"). As of June 30, 2026, $ 117.7 million of cash proceeds remained with the QIs in connection with pending 1031 exchanges, which is included within restricted cash on our consolidated balance sheets. Under Section 1031 of the Code, the Company must identify replacement property within 45 days and complete the exchange within 180 days of the relinquished property's transfer. If the Company fails to identify or acquire qualifying replacement property within these deadlines, the exchange will not qualify for tax deferral, and the funds held by the QI will be released to Omega.

During the three and six nine months ended June September 30, 2026, we sold 26 facilities ( 22 SNFs and four ALFs) and 30 31 facilities ( 26 SNFs and four five ALFs) in our Triple-Net segment for total consideration of $ 562.6 million and $ 597.1 597.0 million, respectively, of which $ 37.4 million was in the form of seller financing. As a result of these sales, we recognized a net gain of $ 246.5 million and $ 249.5 249.1 million for the periods, respectively. Regarding our second quarter period. Sales activity 18 of during the three months ended September 30, 2026 was not significant. Of the 31 facilities referenced above sold during the nine months ended September 30, 2026, 18 were located in Maryland and West Virginia, and related to assets previously leased to CommuniCare Health Services, Inc. ("CommuniCare"). These facilities were classified as assets held for sale as of March 31, 2026, with a net book value of $ 225.1 million, following their identification for sale as part of our ongoing evaluation of our owned portfolio. Contractual rent related to these facilities for the first quarter of 2026, the last full quarter prior to their sale, was $ 9.2 million. The sale of these facilities in the second quarter generated $ 472.8 million in net cash proceeds ($ 479.9 million gross proceeds) and a gain of $ 231.7 million. In connection with the sale of the CommuniCare facilities discussed above, we received repayments on several real estate loans and non-real estate loans in the second quarter of nine months ended September 30, 2026. See Note 5 – Real Estate Loans Receivable and Note 6 – Non-Real Estate Loans Receivable for additional information.

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) in our Triple-Net segment for $ 62.1 81.1 million and $ 183.0 264.1 million in net cash proceeds, respectively. As a result of these sales, we recognized a net gain of $ 22.9 28.2 million and $ 33.0 61.2 million, respectively.

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During the three and six nine months ended June September 30, 2026, we recorded real estate impairments on one and two facilities of zero $ 11.3 million and $ 0.4 11.7 million, respectively, related to facilities in our Triple-Net segment.

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, related to facilities in our Triple-Net segment . Of the $ 16.6 million, $ 10.3 million related to four held for use facilities and $ 6.3 million related to two facilities that were classified as held for sale.

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Note 4: CONTRACTUAL AND OTHER RECEIVABLES 14 changes

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During the three and six months ended June 30, 2026, we had $ 9.0 million of straight-line rent receivable and lease inducement write-offs through rental income as a result of transitioning facilities between operators. During the six months ended June 30, 2025, we wrote-off $ 2.1 million of straight-line rent receivable balances through rental income as a result of transitioning facilities between operators.

We had recorded straight-line receivable write-offs of zero and $ 2.4 million d uring the three and six nine months ended June September 30, 2026, respectively, as a result of placing operator leases on a cash basis of revenue recognition. We placed two and three five operators on a cash basis of revenue recognition during the three and six nine months ended June September 30, 2026, respectively. The two operators placed on a cash basis of revenue recognition during the second quarter of 2026 are new operators leasing facilities that were recently acquired through foreclosure. As of June September 30, 2026, we had 22 operators were on a cash basis for rental of revenue recognition, which represent 22.2 representing 21.6 % and 17.8 18.8 % of our total revenues for the six nine months ended June September 30, 2026 and 2025, respectively.

We had straight-line receivable write-offs of $ 15.5 million d uring During the three and six nine months ended June September 30, 2025, respectively, as a result of placing operator leases on a cash basis of revenue recognition. we placed three operators on a cash basis of revenue recognition during the three and six months ended June 30, 2025. recorded straight-line receivable write-offs of $ 15.5 million related to those operators .

During the three and nine months ended September 30, 2026, we recorded $ 5.7 million and $ 14.7 million, respectively, of straight-line rent receivable and lease inducement write-offs through rental income related to operator transitions and lease inducements funded to operators on a cash basis of accounting. During the nine months ended September 30, 2025, we recorded $ 12.1 million of straight-line rent receivable write-offs through rental income related to operator transitions and lease inducements funded to operators on a cash basis of accounting .

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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 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 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 provided DIP financings to Genesis, along with other lenders, as further discussed in Note 6 – Non-Real Estate Loans Receivable. As a condition of the DIP financings, Genesis is required to pay Omega full contractual rent under its lease agreement. Since commencing the bankruptcy process in July 2025, Genesis made all required contractual rent and interest payments through the end of June 2026. On January 14, 2026, 101 W State Street Holdings, LLC ("WSSH") was named the winning bidder in the auction to acquire Genesis' assets, and on January 26, 2026, the Bankruptcy Court approved the sale to WSSH (the "Genesis sale"), subject to satisfaction of the terms and conditions of the purchase and sale agreement between Genesis and WSSH. On April 23, 2026, Genesis filed a notice in the Bankruptcy Court that WSSH had timely delivered the required qualifying commitment letter. In the second quarter of 2026, WSSH provided adequate assurance of future performance through an exchange of electronic correspondence. Genesis has indicated that, upon the closing of the sale, it intends to assume the Omega lease and assign it to WSSH, and WSSH has indicated that it would accept such assignment. As discussed in Note 18 – Commitments and Contingencies, the Statutory Unsecured Claimant's Committee has filed a proposed Complaint and Preliminary Objection regarding the collateral supporting our term loans (discussed in Note 6 – Non-Real Estate Loans Receivable) and regarding payments received by Omega under Genesis' lease and loan obligations in the 90 days prior to the Genesis bankruptcy filing date.

As of June 30, 2026, there was $ 3.5 million remaining under the letter of credit that we hold as collateral from Genesis, as well as the collateral we hold under our loan agreements discussed in Note 6 – Non-Real Estate Loans Receivable.

In July 2026, Genesis paid full contractual rent and interest due of $ 4.5 million.

We recognized rental income of $ 15.7 17.4 million and $ 31.4 48.8 million related to the Maplewood Master Lease during the three and six nine months ended June September 30, 2026, respectively. The amount of unpaid contractual rent that was deferred, as allowable under the terms of the Maplewood Master Lease, was $ 3.5 2.2 million and $ 7.1 9.3 million, for the three and six nine months ended June September 30, 2026, respectively. Deferred rent bears interest at 5 % per annum if outstanding longer than 18 months, which is reflected in rental income once received. As of June September 30, 2026, the outstanding deferred rent balance is $ 56.6 58.8 million. We recognized full contractual rental income of $ 3.9 2.7 million and $ 7.6 10.3 million related to the Embassy Row Lease during the three and six nine months ended June September 30, 2026, respectively.

We recognized rental income of $ 14.4 15.3 million and $ 28.0 43.3 million related to the Maplewood Master Lease during the three and six nine months ended June September 30, 2025, respectively. The amount of unpaid contractual rent that was deferred pursuant to the terms of the Maplewood Master Lease, was $ 4.1 3.5 million and $ 9.0 12.5 million, for the three and six nine months ended June September 30, 2025, respectively. We recognized full contractual rental income of $ 3.2 3.3 million and $ 5.3 8.6 million related to the Embassy Row Lease during the three and six nine months ended June September 30, 2025, respectively.

As discussed further in Note 5 – Real Estate Loans Receivable, no interest income was recorded on the Maplewood Revolver during the three and six nine months ended June September 30, 2026 and 2025.

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 master lease agreement and interest payment due under one of its loan agreements. In July 2025, Genesis commenced voluntary cases under Chapter 11 of the U.S. Bankruptcy Code. During the bankruptcy proceedings, Genesis continued to operate the 31 facilities subject to Omega's master lease agreement and made all required contractual rent payments. Omega also participated in debtor-in-possession ("DIP") financing arrangements with Genesis, as further discussed in Note 6 – Non-Real Estate Loans Receivable.

In January 2026, the Bankruptcy Court approved the sale of Genesis' assets to 101 W State Street Holdings, LLC ("WSSH"). In the third quarter of 2026, Genesis, the Official Committee of Unsecured Creditors and certain lenders and other parties entered into a settlement and plan support agreement that provided, among other things, for the resolution of the matters described in Note 18 – Commitments and Contingencies relating to the collateral supporting Omega's term loans and certain payments received by Omega prior to the Genesis bankruptcy filing. On October 14, 2026, the court-approved sale closed, the Omega lease was assumed and assigned to affiliates of WSSH ("NewGen"), and monetary pre-petition defaults were cured by NewGen. On October 15, 2026, the remaining outstanding principal, interest and fees under Omega's DIP loan was repaid in full. In October 2026, Omega's secured term loan claims outstanding as of September 30, 2026, including principal, accrued interest (at the base rate) and other amounts due under the applicable loan documents, were paid.

We recognized rental income related to Genesis of $ 13.3 million and $ 26.6 39.9 million during the three and six nine months ended June September 30, 2026, respectively. In addition, we recognized $ 5.9 4.8 million and $ 12.9 17.7 million of interest income related to loans to Genesis during the three and six nine months ended June September 30, 2026, respectively.

We recognized rental income related to Genesis of $ 12.8 12.9 million and $ 25.3 million (which includes $ 21.1 38.2 million of contractual rent payments received during the three and nine months ended September 30, 2025, respectively. Rental income for the nine months ended September 30, 2025 includes $ 4.2 million recognized from the application of proceeds from the letter of credit in March 2025 that we hold proceeds held as collateral. from Genesis) during the three and six months ended June 30, 2025, respectively. 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 loans with Genesis during the three and six nine months ended June September 30, 2025, respectively. Interest income for the nine months ended September 30, 2025 includes $ 0.1 million recognized from the application of letter of credit proceeds held as collateral.

Note 5: REAL ESTATE LOANS RECEIVABLE 16 changes

Real estate loans consist of mortgage notes and other real estate loans included in the Triple-Net segment 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, 2026, our real estate loans receivable consists consist of 20 18 fixed rate mortgage notes on 91 88 operating long-term care facilities and 20 18 other real estate loans. The fixed rate mortgages are collateralized by 46 45 SNFs, 43 41 ALFs and two ILFs. The facilities subject to the mortgage notes are operated by 15 14 independent healthcare operating companies and are located in eight seven 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, 2026

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(1) Consists of mortgage notes with maturity dates ranging from 2026 through 2037 (with $ 135.0 34.1 million maturing in 2026).

(2) Consists of other real estate loans with maturity dates ranging from 2026 through 2037 (with $ 9.1 8.1 million maturing in 2026).

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Six Months Ended June 30,

Three Months Ended June September 30,

Nine Months Ended September 30,

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In addition to the interest income on real estate loans noted above, during the third quarter of 2026, we recognized $ 10.9 million of residual profit participation income following the sale of the underlying real estate associated with one of our other real estate loan investments. This amount was recorded in miscellaneous income in our Consolidated Statements of Operations.

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Six Months Ended June 30,

Three Months Ended June September 30,

Nine Months Ended September 30,

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Net cash advances (repayments) on real estate loans receivable ( 55,351 4,564 )

(1) For the six three and nine months ended June September 30, 2026, consists of advances under one and two new real estate loan loans, respectively, that originated during 2026 with an weighted average interest rate rates of 13.0 11.0 % and 12.9 % , respectively. 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, originated during 2025 with weighted average interest rates of 10.0 % and 10.3 % , respectively. Excludes two new mortgage loans issued in the second quarter of 2026 in connection with the sales of real estate assets. See Note 20 – Supplemental Disclosure to Consolidated Statements of Cash Flows.

(2) For the three and six nine months ended June September 30, 2026, includes $ 68.9 million of early repayments on three real estate loans with CommuniCare with a weighted average interest rate of 11.5 % in connection with the CommuniCare sales discussed in Note 3 – Assets Held for Sale, Dispositions and Impairments. 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.

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No interest income was recorded on the Maplewood Revolver during the three and six nine months ended June September 30, 2026 and 2025, as the loan is on non-accrual status, and no cash payments were received in either period. After the Maplewood Revolver agreement was amended in December 2025, monthly interest can be paid-in-kind at Maplewood's election. This change was applied retroactively, starting from January 1, 2023. As of June September 30, 2026 and December 31, 2025, the amortized cost basis of the Maplewood Revolver was $ 263.6 million, which represents 18.4 18.7 % and 18.1 %, respectively, of the total amortized cost basis of all real estate loan receivables. As of June September 30, 2026 and December 31, 2025, the outstanding principal due on the Maplewood Revolver was $ 335.5 341.5 million and $ 323.8 million, respectively.

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On December 12, 2025, we entered into a loan agreement with a borrower to fund the development of several long-term care facilities in Canada. The maximum commitment under the loan agreement is $ 87.6 million Canadian dollars ($ 61.8 61.7 million USD), which will be funded in several advances as needed by the borrower. As of June September 30, 2026, the outstanding principal due on the loan is $ 23.0 41.0 million Canadian dollars ($ 16.2 28.9 million USD). The loan bears interest at 10.0 % per annum and has a maturity date of December 12, 2035 . At Omega's option, the loan is convertible into a 34.9 % equity ownership interest in the borrower.

Note 6: NON-REAL ESTATE LOANS RECEIVABLE 14 changes

Our non-real estate loans included in the Triple-Net segment 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, 2026, we had 35 34 loans with 23 24 different borrowers. A summary of our non-real estate loans by loan type is as follows:

As of September 30, 2026

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Allowance for credit losses on non-real estate loans receivable ( 95,682 95,511 )

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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 2026 to 2029 2031 (with $ 22.9 27.9 million maturing in 2026 ). One outstanding note with a principal balance of $ 5.9 5.6 million is past due and has been reserved down to the estimated fair value of the underlying collateral of $ 4.6 million through our allowance for credit losses.

(2) Consists of other loans receivable with maturity dates ranging from 2026 to 2037 (with $ 169.6 151.2 million maturing in 2026 ). One of the other notes outstanding with a principal balance of $ 6.4 million is past due and 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, 2026, non-real estate loans generated interest income of $ 11.0 7.7 million and $ 23.6 31.3 million, respectively. 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. 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 ( 90,760 9,907 )

(1) For the six three and nine months ended June September 30, 2026, consists of advances under six three and nine new non-real estate loans, respectively, that originated during 2026 with a weighted average interest rate rates of 10.4 % and 10.8 % , respectively. 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.

(2) For the three and six nine months ended June September 30, 2026, includes $ 13.6 million of early repayments on two non-real estate loans with CommuniCare with a weighted average interest rate of 11.6 % in connection with the CommuniCare sales discussed in Note 3 – Assets Held for Sale, Dispositions and Impairments. 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.

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As discussed in Note 4 – Contractual and Other Receivables, 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. Concurrently with the Genesis bankruptcy filing, we provided $ 8.0 million of a $ 30.0 million DIP financing, along with other lenders, to Genesis to support sufficient liquidity to, among other things, operate its facilities during bankruptcy. The initial DIP financing loan bore PIK interest at 14.0 % per annum ( 16.0 % in the event of a default), payable monthly in arrears.

In March 2026, we agreed to provide $ 26.7 million of an $ 80.0 million super-priority secured DIP loan (the "Super-Priority DIP Loan") to Genesis, which can increase to up to $ 105.0 million if a pending transaction does not close. The funds of the Super-Priority DIP Loan were used to fully repay the outstanding principal, interest and fees due under the original $ 30.0 million DIP loan, pay legal and professional fees related to the bankruptcy and support corporate costs. The Super-Priority DIP Loan bears interest at 12.0 % per annum, payable in cash monthly in arrears. The principal is due upon maturity. The Super-Priority DIP Loan matures on the earlier of (i) September 30, 2026 , (ii) the effective date of a Chapter 11 plan, (iii) the consummation of the sale or other disposition of substantially all of Genesis' assets, (iv) the date of acceleration of the Super-Priority DIP Loan, (v) dismissal of any Chapter 11 case or (vi) 45 days after the filing of the DIP motion. The Super-Priority DIP Loan lenders hold a super-priority lien on all of Genesis' assets, which includes a second priority lien on accounts receivable and a first priority lien on all other assets. During the second quarter of 2026, we received a $ 16.3 million paydown on the Super-Priority DIP Loan, resulting in an outstanding balance of $ 8.7 million under the Super-Priority DIP Loan as of June 30, 2026.

As of June 30, 2026, in addition to the Super-Priority DIP Loan, Omega has two secured term loans with Genesis totaling $ 139.8 million in outstanding principal, both of which matured on June 30, 2026 . Prior to Genesis filing for bankruptcy in July 2025, these two secured 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, a DIP budget, which allows interest payments due under 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. Following the payoff of the original DIP loan and the origination of the Super-Priority DIP Loan, all interest on Omega's two term loans will be PIK interest at a weighted average default rate of 15.3 % per annum. The two term loans are currently primarily collateralized by a second priority lien on the equity of several of Genesis' ancillary businesses. As Genesis is currently going through the bankruptcy process, we expect the two secured term loans and Super-Priority DIP Loan to be satisfied as of the Effective Date of the proposed plan of reorganization, currently expected to be shortly after the closing of the Genesis sale, presently scheduled for on or before September 30, 2026.

As part of our ongoing credit loss procedures, we evaluated the fair value of the collateral available to us under the Super-Priority DIP Loan based on current appraisals and market conditions and determined there is sufficient collateral to support the outstanding principal on all the loan. Based on our determination regarding the sufficiency of the collateral, the loan remains on an accrual basis. During the first quarter of 2026, we adjusted the internal risk rating on the term loans from a 4 to 5 to reflect the increased risk of the term loans as a result of the adjustment of the term loans' collateral from a first priority lien to second priority lien on the equity of several of Genesis' ancillary businesses following the origination, and due to the collateral position, of the Super-Priority DIP Loan. As of June 30, 2026, the internal risk rating on each of the term loans is a 5 and the Super-Priority DIP Loan is a 3, which we believe appropriately reflects the risks associated with these loans.

As discussed in Note 4 – Contractual and Other Receivables, in July 2025, Genesis commenced voluntary cases under Chapter 11 of the U.S. Bankruptcy Code. Omega participated in DIP financings related to the Genesis bankruptcy and, as of September 30, 2026, had $ 6.8 million outstanding under a super-priority secured DIP facility. Omega also had two secured term loans with Genesis totaling $ 144.4 million in outstanding principal, inclusive of paid-in-kind interest, as of September 30, 2026. In October 2026, these balances were repaid (together with accrued interest) pursuant to the settlement and plan support agreement. See Note 4 – Contractual and Other Receivables for additional information.

Note 7: ALLOWANCE FOR CREDIT LOSSES 16 changes

A rollforward of our allowance for credit losses for the six nine months ended June September 30, 2026 is as follows:

2 unchanged paragraphs

Provision (Recovery) for Credit Loss for the six nine months ended June September 30, 2026 (1)

Write-offs charged against allowance for the six nine months ended June September 30, 2026

Allowance for Credit Loss as of June September 30, 2026

17 unchanged paragraphs

(1) The provision (recovery) amounts in the rollforward do not reflect $ 0.2 million of aggregate cash recoveries received during the six nine months ended June September 30, 2026 on loans that were previously written off.

(2) These amounts include cash recoveries of $ 2.7 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 $ 4.8 5.7 million related to principal payments received on loans that were fully reserved.

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

2 unchanged paragraphs

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

20 unchanged paragraphs

(1) The provision (recovery) amounts in the rollforward do not reflect $ 2.0 2.3 million of aggregate cash recoveries received during the six nine months ended June September 30, 2025 on loans that were previously written off.

(2) The amount includes 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.

4 unchanged paragraphs

Balance as of June September 30, 2026

11 unchanged paragraphs

We have elected the practical expedient to exclude interest receivable from our allowance for credit losses. As of June September 30, 2026 and December 31, 2025, we have excluded $ 11.5 10.1 million and $ 9.7 million, respectively, of contractual 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 and six nine months ended June September 30, 2026, we recognized $ 1.1 1.4 million and $ 2.2 4.0 million, respectively, of interest income related to loans on non-accrual status as of June September 30, 2026. During the three and six nine months ended June September 30, 2025, we recognized $ 0.1 1.1 million and $ 0.6 2.0 million, respectively, of interest income related to loans on non-accrual status as of June September 30, 2026.

Note 8: VARIABLE INTEREST ENTITIES 7 changes

2 unchanged paragraphs

Below is a summary of our assets, liabilities, collateral and maximum exposure to loss associated with these unconsolidated VIEs as of June September 30, 2026 and December 31, 2025:

9 unchanged paragraphs

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, 2026 and 2025:

Three Months Ended June September 30,

Nine Months Ended September 30,

1 unchanged paragraph

In addition, as discussed in Note 2 – Real Estate Assets, we consolidated the EATs that are classified as VIEs. As of June 30, 2026, the EAT's held five properties reflected as real estate with a carrying value of $ 49.2 million.

Additionally, we own a partial equity interest in a JV 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 JV's economic performance and our rights to receive residual returns and obligation to absorb losses arising from the JV. Omega is not required to make any additional capital contributions to the JV. As of June September 30, 2026 and December 31, 2025, this JV has $ 22.7 22.5 million and $ 23.2 million, respectively, of total assets, and $ 21.0 million and $ 20.9 million, respectively, of total liabilities, which are included in our Consolidated Balance Sheets.

Note 9: INVESTMENTS IN UNCONSOLIDATED ENTITIES 8 changes

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(1) Ownership percentages and facility counts are as of June September 30, 2026.

(2) For the three and six nine months ended June September 30, 2026, we recognized income (inclusive of basis amortization) of $ 1.9 3.0 million and $ 3.8 6.8 million, respectively, and received distributions totaling $ 4.0 5.7 million and $ 8.1 13.8 million, respectively, from SHH Holdings, LLC.

1 unchanged paragraph

(4) As of June September 30, 2026 and December 31, 2025, we had an aggregate of $ 6.8 million and $ 22.0 million, respectively, of loans outstanding with these JVs.

(5) As of June September 30, 2026, includes seven JVs engaged in businesses that support the long-term healthcare industry and our triple-net operators.

(6) As of June September 30, 2026, includes one JV formed for the purpose of owning or providing financing for SNFs.

As discussed in Note 2 – Real Estate Assets, during the second quarter of 2026, we acquired two skilled nursing facilities in Indiana from SHH Holdings, LLC ("Saber PropCo") for $ 33.4 million. No gain was recognized in income from unconsolidated entities in connection with the sale, as our share of the gain recognized by the unconsolidated entity was fully offset by the write-off of the related basis difference associated with the sold facilities. In addition, Saber PropCo sold one additional facility during the second quarter of 2026 for $ 2.7 million.

Additionally, as part of In connection with the second quarter dispositions discussed in Note 3 – Assets Held for Sale, Dispositions and Impairments, Omega sold a SNF in Virginia that was SNF previously leased to Ciena Healthcare Management, Inc. ("Ciena") to Saber PropCo recognizing a gain of $ 3.5 million. Saber PropCo also acquired three North Carolina SNFs from Ciena in during the second quarter of 2026. The four facilities acquired by the JV During the second quarter were leased to Saber Healthcare Holdings, LLC ("Saber") (discussed below). In addition, and third quarters of 2026, Saber PropCo acquired five Ohio eight additional SNFs from Ciena. in July 2026. The total aggregate consideration for all nine facilities acquired in the second quarter of 2026 and in July 2026 was $ 160.0 million. All The nine facilities acquired by Saber PropCo were part of the acquisitions completed in broader transition of Ciena's Laurels portfolio, which included the second quarter transfer of 2026 certain real estate interests to Saber PropCo and July 2026 the transition of related facility operations and leases from Ciena to Saber (discussed below). These acquisitions were funded through a combination of operating cash and third-party debt. Following the acquisitions and sales in the second quarter As of 2026 and July September 30, 2026, Saber PropCo owns owned 71 facilities subject leased to Saber under triple-net leases with Saber that generate generating annual contractual rent of $ 83.1 million in contractual rent per annum and Saber PropCo has had $ 582.0 584.4 million of mortgage debt outstanding with a weighted average weighted-average interest rate of 5.6 5.2 %. per annum.

2 unchanged paragraphs

During the second quarter of 2026, Omega added transitioned 18 facilities that were transitioned from in Ciena's Laurel Laurels portfolio from its master lease with Ciena to its master lease with Saber, increasing the total number of facilities under our master lease with Saber to 69 facilities. and resulting in monthly contractual rent of $ 7.7 million in July 2026 following the transitions. One additional facility in Ciena's Laurel the Laurels portfolio was transitioned to another existing operator during the second quarter of 2026. Omega's total revenue from leases and loan agreements with Saber was $ 36.8 61.3 million and $ 32.7 49.0 million for the six nine months ended June September 30, 2026 and 2025, respectively. As of June September 30, 2026, Saber also operates and leases 66 71 facilities held by Saber PropCo, a property holding company JV in which Omega owns a 49 % equity interest. along with the five Ohio SNFs acquired by Saber PropCo in July 2026 (discussed above). For the three and six nine months ended June September 30, 2026, we recognized income (inclusive of basis amortization) from this investment of $( 1.1 0.2 ) million and $ 2.2 2.0 million, respectively, and received cash distributions totaling $ 1.9 1.8 million and $ 3.7 million, respectively.

Note 10: GOODWILL AND OTHER INTANGIBLES 9 changes

The following is a summary of our goodwill as of June September 30, 2026 and December 31, 2025 (in thousands):

1 unchanged paragraph

Goodwill reallocation

1 unchanged paragraph

The Company reallocated its goodwill balance of $ 644.4 million as of April 1, 2026, to the two reporting units using a relative fair value approach. Based on this analysis, $ 637.9 million and $ 6.5 million of goodwill were assigned to the Triple-Net and Operating reporting units, respectively.

Balance as of June September 30, 2026

Prior to the second quarter of 2026, Omega operated as a single reportable segment and maintained one reporting unit for purposes of its goodwill impairment assessment. As discussed in Note 21 – Segments, during the second quarter of 2026, the Company reorganized its internal reporting structure and identified two reportable segments: Triple-Net and Operating. As a result, the Company reassessed its reporting unit structure and determined that its previously single reporting unit should be split into two reporting units corresponding to the newly identified segments. In connection with this process, the Company reallocated its goodwill balance of $ 644.4 million as of April 1, 2026, to the two reporting units using a relative fair value approach.

1 unchanged paragraph

As of June 30, 2026, $ 6.5 million of goodwill related to our Operating segment and $ 637.9 million related to our Triple-Net segment.

During the third quarter of 2026, the Company recorded approximately £ 3.1 million of goodwill related to its acquisitions of the operators of 30 care homes in the U.K., as described in Note 2 – Real Estate Assets. The goodwill was assigned to the Company's Operating segment and remains subject to adjustment as the preliminary purchase price allocations are finalized.

The following is a summary of our intangible assets and liabilities as of June September 30, 2026 and December 31, 2025:

5 unchanged paragraphs

For the three and six nine months ended June September 30, 2026, our net amortization expense related to intangibles was $ 0.5 0.6 million and $ 1.0 1.6 million, respectively. For the three and six nine months ended June September 30, 2025, our net amortization expense related to intangibles was $ 0.6 0.5 million and $ 0.8 1.3 million, respectively. The estimated net amortization expense related to these intangibles for the remainder of 2026 and the next four years is as follows: remainder of 2026 – $ 1.0 0.5 million; 2027 – $ 2.1 million; 2028 – $ 2.1 million; 2029 – $ 2.1 million and 2030 – $ 2.2 million. As of June September 30, 2026, the weighted average remaining amortization period of above market lease assets is nine years and below market lease liabilities is eight years .

Note 11: CONCENTRATION OF RISK 6 changes

Operator Concentration

As of June September 30, 2026, our real estate investment portfolio comprised 1,022 1,036 operating healthcare facilities, including fee simple wholly-owned wholly owned facilities that are held for investment or sale, facilities that are collateral under our mortgage loans and facilities within consolidated JVs. These healthcare facilities are located in 41 states, Washington, D.C., the U.K. and Jersey, and are operated or managed by 93 third-party operators or managers. At June September 30, 2026, 98 % of our real estate investments related to long-term healthcare facilities.

Revenue Concentration

During the three and six nine months ended June September 30, 2026, we had no operators with total revenues that exceeded 10% of our total revenues. During the three and six nine months ended June September 30, 2025, we had one operator with total revenues that exceeded 10% of our total revenues: CommuniCare. CommuniCare generated 7.9 5.0 % and 8.6 7.4 % of our total revenues for the three and six nine months ended June September 30, 2026, respectively, and 10.9 9.9 % and 10.6 % of our total revenues for the three and six nine months ended June September 30, 2025, respectively. As of June September 30, 2026, CommuniCare represented 3.9 4.0 % of our total investments (before accumulated depreciation and allowances). Revenues from resident fees and services are not subject to concentration risk, as the underlying agreements at the facilities in our Operating segment are with individual residents.

As of June September 30, 2026, we had total investments (before accumulated depreciation and allowances) with two operators that approximated or exceeded 10% of our total investments: Maplewood ( 11.5 %) and Saber ( 10.5 %). As of December 31, 2025, we had total investments (before accumulated depreciation and allowances) with one operator that approximated or exceeded 10% of our total investments: Maplewood ( 11.3 %). Maplewood generated 6.6 % of our total revenues for the three and six nine months ended June September 30, 2026, and 6.9 6.7 % and 6.6 % of our total revenues for the three and six nine months ended June September 30, 2025, respectively. Saber generated 6.0 7.2 % and 5.6 6.2 % of our total revenues for the three and six nine months ended June September 30, 2026, respectively, and 5.8 5.2 % and 5.6 % of our total revenues for the three and six nine months ended June September 30, 2025, respectively.

1 unchanged paragraph

As of June September 30, 2026, 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. ( 17.7 17.6 %), Texas ( 8.8 9.2 %) and Indiana ( 6.4 6.3 %).

Note 12: STOCKHOLDERS' EQUITY 6 changes

3 unchanged paragraphs

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, 2026 and 2025 (in thousands):

1 unchanged paragraph

The following is a summary of the shares issued under our former $ 1.25 billion 2024 At-The-Market Offering Program and our current $ 2.0 billion 2025 At-The-Market Offering Program (collectively, the "ATM Program") for the three and six nine months ended June September 30, 2026 and 2025 (in thousands except average price per share):

1 unchanged paragraph

We did not utilize the forward provisions under the ATM Program during the three and six months ended June 30, 2026 and 2025.

1 unchanged paragraph

During the three and six nine months ended June September 30, 2026, we redeemed 1,493,882 111,000 and 1,793,882 1,904,882 of Omega OP units for cash of $ 70.6 5.3 million and $ 83.9 89.2 million, respectively. Omega OP Units (other than the Omega OP Units owned by Omega) are redeemable at the election of the Omega OP Unit holder for cash equal to the then-fair market value of one share of Omega common stock, par value $ 0.10 per share ("Omega Common Stock"), subject to Omega's election to exchange the Omega OP Units tendered for redemption for unregistered shares of Omega Common Stock on a one -for-one basis, subject to adjustment as set forth in Omega OP's partnership agreement.

1 unchanged paragraph

The following is a summary of our accumulated other comprehensive income (loss), net of tax, as of June September 30, 2026 and December 31, 2025:

6 unchanged paragraphs

During the three and six nine months ended June September 30, 2026, we reclassified $ 2.0 2.1 million and $ 4.1 6.2 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 three and six nine months ended June September 30, 2025, we reclassified $ 1.4 2.6 million and $ 2.8 5.4 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 5 changes

3 unchanged paragraphs

Six Months Ended June 30,

Three Months Ended June September 30,

Nine Months Ended September 30,

4 unchanged paragraphs

The income tax expense for both the three and six nine months ended June September 30, 2026 and 2025 was primarily due to income from foreign jurisdictions that is subject to foreign income taxes and withholding taxes.

As of June September 30, 2026 and December 31, 2025, deferred tax assets totaled $ 22.1 22.2 million and $ 22.5 million, respectively, and deferred tax liabilities totaled zero . Our deferred tax assets relate primarily to loss carryforwards.

Note 14: STOCK-BASED COMPENSATION 7 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, 2026 and 2025, respectively:

Three Months Ended June September 30,

Nine Months Ended September 30,

1 unchanged paragraph

Stock-based compensation expense for the six nine months ended June September 30, 2026 and 2025 reflects the impact of modifications to certain stock awards in connection with leadership transitions of members of executive management as discussed in the "Leadership Transition" Transitions" section below. Stock-based compensation expense is included within general and administrative expenses on our Consolidated Statements of Operations.

9 unchanged paragraphs

In connection with these arrangements and related modifications to equity awards, the Company incurred incremental non-cash stock-based compensation expense of $ 31.8 million and $ 5.7 million of cash transition related expenses. We recognized incremental non-cash stock-based compensation expense of $ 14.7 million and $ 4.2 million of cash transition related expenses in the second quarter of 2026, which are reflected within general and administrative expense within the consolidated statements of operations. In addition, we will also recognize recognized an additional $ 17.1 million of incremental non-cash stock-based compensation expense and $ 1.6 million of cash transition related expenses in the third quarter of 2026 related to these agreements.

In addition, during the three months ended March 31, 2025, the Company recognized $ 6.6 million of incremental non-cash stock-based compensation expense related to the departure of Daniel J. Booth, our former Chief Operating Officer, and modifications to his equity awards. General and administrative expenses also included a $ 2.2 million accrual for transition payments payable to Mr. Booth over the 24-month period following January 2, 2026, 2025, the effective date of his termination of employment, as well as other costs incurred related to the transition.

Note 15: BORROWING ACTIVITIES AND ARRANGEMENTS 2 changes

9 unchanged paragraphs

(2) Reflects the impact of interest rate swaps on the 2028 Term Loan which effectively fix the Secured Overnight Financing Rate ("SOFR")-based portion of the interest rate at 4.019 % .

1 unchanged paragraph

(4) Certain of our other unsecured borrowings are subject to customary affirmative and negative covenants, including financial covenants. As of June September 30, 2026 and December 31, 2025, we were in compliance with all applicable covenants for our borrowings .

Note 16: DERIVATIVES AND HEDGING 2 changes

2 unchanged paragraphs

As of June September 30, 2026, we have nine interest rate swaps with $ 300.0 million in notional value. The swaps are designated as cash flow hedges of interest payments on one variable interest loan. 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.

2 unchanged paragraphs

In the third quarter of 2025, Omega entered into six GBP/USD currency forward contracts with notional amounts totaling £ 108.0 million and a weighted average GBP-USD rate of 1.3600 , each of which mature matures between October 2, 2025 and January 5, 2027 . In addition, in the second quarter of 2026, the Company entered into two GBP/USD currency forward contracts totaling £ 350.0 million of notional value at a weighted average rate of 1.3257 that mature on October 30, 2026 . In addition, in the third quarter of 2026, the Company entered into 10 GBP/USD currency forward contracts totaling £ 106.0 million of notional value at a weighted average rate of 1.3549 that mature between October 2, 2026 and January 4, 2028 . For the three and six nine months ended June September 30, 2026, we recognized fair value losses gains of $ 0.1 2.4 million and fair value gains of $ 0.8 3.2 million, respectively, related to these forward contracts that are recorded within other income – net in the Consolidated Statements of Operations. As of June September 30, 2026, we have five 14 GBP/USD currency forward contracts remaining with notional amounts totaling £ 390.5 483.0 million and a weighted average GBP-USD rate of 1.3295 1.3341 , each of which mature matures between July October 2, 2026 and January 5, 2027 4, 2028 .

7 unchanged paragraphs

Note 17: FINANCIAL INSTRUMENTS 1 change

1 unchanged paragraph

As of June September 30, 2026 and December 31, 2025, the net carrying amounts and fair values of our other financial instruments were as follows:

15 unchanged paragraphs

Note 18: COMMITMENTS AND CONTINGENCIES 5 changes

2 unchanged paragraphs

In January 2023, the Gulf Coast Debt Holders served a lawsuit against the Omega Gulf Coast Obligor in the Superior Court of the State of Delaware, 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 were the subject of the Omega Gulf Coast Obligor's lawsuit in Maryland. In February 2023, the Omega Gulf Coast Obligor filed a motion to dismiss or, in the alternative, to stay this action pending the outcome of the above-referenced lawsuit in Maryland, and in July 2023, the Delaware court stayed the proceeding pending further developments in the above-referenced 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 Delaware court. Omega timely filed its answer and affirmative defenses, denying the claims and relief sought by the Gulf Coast Debt Holders in the Delaware state court.

Upon the denial of the appeal of the Maryland suit, the parties in the Delaware suit agreed to submit the dispute to the Delaware court on cross-dispositive motions. Briefing on the cross-dispositive motions will be was completed in mid-August August 12, 2026, and a hearing on the dispute will then be ripe is scheduled for adjudication by November 16, 2026 in the Delaware court. While Omega believes the Omega Gulf Coast Obligor is entitled to enforcement of the offset rights that are the subject of these actions, Omega cannot predict the ultimate outcome of the litigation.

1 unchanged paragraph

On December 4, 2025, the Genesis Statutory Unsecured Claimants' Committee ("UCC") filed its (a) Motion for Leave, Standing, And Authority To Prosecute Certain Claims On Behalf Of The Debtors' Estates And For Related Relief which attached a proposed complaint against a subsidiary of the Company, and (b) Preliminary Objection To Determine The Secured Status Of Prepetition Term Loan Claims. Both the proposed complaint and Preliminary Objection seek a determination that the Prepetition Term Loan(s) under which our subsidiary is a co-lender is, in part, unsecured. The proposed complaint also alleges a preference action against the agent under the Prepetition Term Loan(s) in respect of payments made to such agent within the ninety (90) days of the Genesis bankruptcy filing (the "Petition Date"), certain of which payments were disbursed to our subsidiary. Finally, the proposed complaint alleges a preference action against other subsidiaries of the Company, in respect of lease payments made to such subsidiaries under a master lease with Genesis within ninety (90) days of the Petition Date. On In January 23, 2026, the Bankruptcy Court approved an unopposed stipulation entered into by the UCC and the Debtors, in the proceeding entered into an unopposed stipulation that under which the Bankruptcy Court's consideration of the motion shall be continued to the date of an order confirming a Chapter 11 plan in accordance with Section 1129 of the Bankruptcy Code, whereupon the motion will be granted. On or about October 14, 2026, the Bankruptcy Court approved confirmed the stipulation by order dated January 26, 2026. While Omega believes that Debtors' plan of reorganization (the "Plan"), which incorporated a settlement of, among other things, the claims asserted against our subsidiaries are without merit referenced above, and intends to vigorously defend against them, Omega cannot predict also provides the ultimate outcome Company with a full release by the Debtors' estate of this action. any estate claims. Given that all objections to the Plan were resolved or withdrawn, the order confirming the Plan is not expected to be appealed.

2 unchanged paragraphs

In connection with certain facility transitions, we have agreed to indemnify certain operators in certain events. As of June September 30, 2026, our maximum funding commitment under these indemnification agreements was $ 17.5 15.7 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 funding obligations. We expect the funding of these commitments to be completed over the next several years. Our remaining commitments at June September 30, 2026 are outlined in the table below (in thousands):

5 unchanged paragraphs

Note 19: EARNINGS PER SHARE 3 changes

1 unchanged paragraph

Six Months Ended June 30,

Three Months Ended June September 30,

Nine Months Ended September 30,

15 unchanged paragraphs

Note 20: SUPPLEMENTAL DISCLOSURE TO CONSOLIDATED STATEMENTS OF CASH FLOWS 3 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, 2026 and 2025:

Nine Months Ended September 30,

11 unchanged paragraphs

Note 21: SEGMENTS 25 changes

2 unchanged paragraphs

As discussed in Note 14 – Stock-Based Compensation, effective October 1, 2026, the Company appointed Matthew P. Gourmand to serve as President and Chief Executive Officer. Consistent with the prior leadership structure, the Chief Executive Officer continues to serve as the Company's CODM. The appointment of Mr. Gourmand did not result in any changes to the Company's operating segments, reportable segments, segment profit measure, significant segment expense categories, or the manner in which the CODM evaluates performance and allocates resources.

2 unchanged paragraphs

The following table summarizes information for the reportable segments for the three months ended June September 30, 2026:

Three Months Ended June September 30, 2026

10 unchanged paragraphs

Gain Loss on assets sold - net

3 unchanged paragraphs

The following table summarizes significant expense categories by segment for the three months ended June September 30, 2026:

Three Months Ended June September 30, 2026

5 unchanged paragraphs

Omega had no facilities operating under the RIDEA structure during the three and six nine months ended June September 30, 2025, and accordingly no amounts are shown in the Operating columns for those periods in the following tables. The following table summarizes information for the reportable segments for the three months ended June September 30, 2025:

Three Months Ended June September 30, 2025

10 unchanged paragraphs

Loss on debt extinguishment

4 unchanged paragraphs

The following table summarizes significant expense categories by segment for the three months ended June September 30, 2025:

Three Months Ended June September 30, 2025

5 unchanged paragraphs

Six Months Ended June 30, 2026

The following table summarizes information for the reportable segments for the six nine months ended June September 30, 2026:

Nine Months Ended September 30, 2026

14 unchanged paragraphs

Six Months Ended June 30, 2026

The following table summarizes significant expense categories by segment for the six nine months ended June September 30, 2026:

Nine Months Ended September 30, 2026

5 unchanged paragraphs

Six Months Ended June 30, 2025

The following table summarizes information for the reportable segments for the six nine months ended June September 30, 2025:

Nine Months Ended September 30, 2025

9 unchanged paragraphs

Provision Recovery for credit losses

Loss on debt extinguishment

4 unchanged paragraphs

Six Months Ended June 30, 2025

The following table summarizes significant expense categories by segment for the six nine months ended June September 30, 2025:

Nine Months Ended September 30, 2025

6 unchanged paragraphs

Note 22: SUBSEQUENT EVENTS 6 changes

In July 2026, we acquired the operator of four care homes, which were already owned by Omega, for a contractual purchase price of $ 20.2 million and transitioned the investment into our new Operating segment. Concurrently with the acquisition, the Company entered into a management agreement with an affiliate of the acquired operator to continue managing the day-to-day operations of the four care homes.

In July 2026, we acquired six SNFs in Texas for $ 72.9 million and leased them to one new operator.

On October 1, 2026, Omega completed the transition of operations of a 32 -SNF Florida portfolio to the PACS Group, Inc. ("PACS"). In connection with the operator transition, Omega paid the former operator a $ 90.0 million lease termination fee. The facilities were added to PACS' existing lease with Omega for $ 58.0 million of initial annual contractual rent, which increases to $ 60.5 million in the second lease year and thereafter is subject to annual escalators of 2.0 %. The annual contractual rent for 32 SNFs under the terminated lease was approximately $ 31.9 million.

On October 1, 2026, Omega completed two senior housing acquisitions for aggregate consideration of $ 49.3 million. The acquisitions consisted of one community in Texas acquired for $ 6.5 million and four communities acquired for $ 42.8 million, including three communities in Florida and one community in South Carolina. The communities will be operated under Omega's RIDEA structure by two third-party managers, including one existing manager and one new manager relationship.

In November 2026, the Company funded a £ 631.7 million mortgage loan to an affiliate of Foundation Partners Asset Management Limited ("Foundation"), an existing operator. The loan is secured by 48 U.K. care homes and leasehold interests in seven additional U.K. care homes (collectively, the "Runwood Portfolio"), bears interest at 8.7 %, increasing to 8.9 % in year two, and matures in November 2031 . Of the £ 631.7 million funded, £ 37.0 million is being held by the borrower for payment to the seller related to certain of the leasehold interests and is required to be repaid under the loan to the Company if certain legal conditions are not satisfied. Pursuant to the terms of the transaction, the Company holds a call right and the borrower holds a corresponding put right that, if exercised and subject to regulatory approvals and other conditions, would result in Omega's acquisition of the underlying real estate and leasehold interests. As the applicable regulatory approvals and other conditions have not yet been satisfied, the call and put rights are not currently exercisable. Upon exercise of either right, the Company would enter into a long-term lease covering the acquired real estate and leasehold interests, with no incremental consideration required.

On November 2, 2026, the Company acquired a continuing care retirement community located in Georgia for a purchase price of $ 50.5 million. In connection with the acquisition, the facility will be added to an existing operator's master lease with Omega.

MD&A 103 changes

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(17) operational risks, including receipt of regulatory transaction approvals and management of regulatory requirements and operating expenses, associated with our investments in healthcare operating companies, including senior housing properties managed through structures authorized by the REIT Investment Diversification and Empowerment Act of 2007 (commonly referred to as "RIDEA");

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● Second Third Quarter of 2026 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, 2026, Parent owned approximately 96% of the issued and outstanding units of partnership interest in Omega OP ("Omega OP Units"), and other investors owned approximately 4% of the outstanding Omega OP Units.

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The following table summarizes our portfolio for the three months ended June September 30, 2026 (dollars in thousands):

(1) Total NOI does not include $80.0 thousand of miscellaneous income allocated to Non-Segment/Corporate.

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Our operators continue The long-term care industry continues to face a number of industry challenges, including staffing shortages in certain regions and inflation-related cost increases. These challenges may be exacerbated by global tariffs and immigration restrictions, each of which may increase expenses, worsen labor shortages and increase labor costs, among other adverse impacts. 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 recent and potential further regulatory changes on the industry, including the recent Medicaid changes in the One Big Beautiful Bill Act ("OBBBA") 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 long-term care providers, it may indirectly impact our operators to the extent states in which they operate reduce reimbursement levels generally. This may occur as a result of reduced states reduce Medicaid funds funding allocated by states to long-term care providers due to lower offset the impact of these reimbursement levels for reductions to 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.

In our Operating segment, our operators, managers and facilities are subject to various federal, state and local licensing and certification laws and regulations, including those governing the change of ownership of a facility or change in manager, as well as regulations under Medicare and Medicaid requiring operators of SNFs and ALFs to comply with extensive standards governing operations. Regulatory transaction approvals and requirements may impact our ability to acquire new facilities, change managers and expand in particular jurisdictions.

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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 use of 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 Changes in the presidential administration and U.S. Congressional majorities at the federal level following the 2024 elections have increased the political focus on entitlement program changes and created additional 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 ensuing decade, as well as additional reforms related to enactment of new home and community-based services ("HCBS") waivers, and freezing, rather than reducing, nursing home provider taxes. 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.

In addition to quality and value-based reimbursement reforms, the U.S. Centers for Medicare and Medicaid Services ("CMS") has implemented a number of initiatives focused on the reporting of certain facility-specific quality of care indicators that could affect our operators, including publicly released quality ratings for all of the nursing homes that participate in Medicare or Medicaid under the CMS "Five Star Quality Rating System." Facility rankings, ranging from five stars ("much above average") to one star ("much below average") are updated on a monthly basis. These rating changes have impacted referrals to SNFs, and it is possible that changes to this system or other ranking systems could lead to future reimbursement policies that reward or penalize facilities on the basis of the reported quality of care parameters. These rating systems and other facility reporting requirements may impact occupancy at our properties and our business, results of operations, financial condition and cash flows.

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Oversight of For-Profit Ownership of Healthcare Facilities; Ownership Disclosures . In November 2023, CMS issued a final rule that would have required 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, private equity firms and other investment firms, citing concerns regarding the quality of care provided at SNFs owned by such entities. These off-cycle reporting obligations were suspended indefinitely by CMS in December 2025. Notwithstanding the suspension, calls for federal and state oversight of the role of for-profit ownership of healthcare facilities in the U.S., including certain proposed federal and state legislative and regulatory initiatives focused on hospital and SNF financial arrangements with REITs and private equity firms, have persisted.

At the federal level, in January 2025, U.S. Department of Health and Human Services ("HHS") and the Senate Budget Committee issued reports that found private equity investment in healthcare has had negative consequences for patients and providers. In addition, in recent years, several U.S. senators have proposed legislation and conducted oversight initiatives that would, if enacted, restrict certain investors, including REITs and private equity firms, from investing in certain healthcare facilities, restrict such facilities' receipt or use of funds received from government healthcare programs, increase financial transparency reporting obligations for such facilities and impose penalties on certain landlords or private equity investors in healthcare facilities whose operators subsequently enter into bankruptcy proceedings.

At the state level, recent recently enacted laws in Massachusetts and Connecticut require notification and detailed ownership disclosures for certain transactions involving SNFs and REITs and restrict hospitals from entering into certain leasing transactions with REITs. Legislation with similar or more restrictive provisions has been proposed in several other states. In addition, a number of states have increased requirements for operators to disclose certain ownership and managerial information regarding their relationships with certain entities that lease real estate to SNFs, particularly in connection with change of ownership approvals by the state.

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Medicaid . Most of our SNF operators derive a substantial portion of their revenue from state Medicaid programs. Whether and to what extent the level of Medicaid reimbursement covers the actual cost to care for a Medicaid eligible resident varies by state and depends on federal matching levels. While periodic rate setting occurs and, in most cases, has an inflationary component, the state rate setting process does not always keep pace with inflation or, even if it does, there is a risk that it may still not be sufficient to cover all or a substantial portion of the cost to care for Medicaid eligible residents. Additionally, rate setting is subject to changes based on state budgetary constraints and national and state level political factors, both of which could result in decreased or insufficient reimbursement to the industry even in an environment where costs are rising. Under the OBBBA that was enacted in July 2025, certain states may experience reductions in their federal matching dollars under the Medicaid program. To the extent these states reduce reimbursements to our operators to offset the impact of these reductions to other providers, this may negatively impact our operators and their financial condition. Given the federal political focus on entitlement programs such as including Medicaid, there remains uncertainty as to any future reforms to entitlement programs and reimbursement levels that impact our operators. Since our operators' profit margins on Medicaid patients are generally relatively low, more than modest reductions in Medicaid reimbursement or increases in the percentage of Medicaid patients have in the past, and may in the future, adversely affect our operators' results of operations and financial condition, which in turn could adversely impact us.

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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 U.S. Department of Justice (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. 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.

CMS has also increased its focus on Medicaid and Medicare fraud and abuse activities across the healthcare industry, which in certain cases has included payment deferrals for services already rendered and the potential withholding of future federal funds administered to state Medicaid programs. While to date historically these actions have primarily been focused on home health, hospice and durable medical equipment providers, any payment deferrals or withholding of future funding may impact, and in some cases have impacted, state budgets and therefore may indirectly impact reimbursements to long-term care providers. Further, it is unclear whether CMS will broaden its focus to additional healthcare providers or establish additional regulations and tools in which to combat fraud and abuse, in either case in a manner that directly impacts the long-term care industry. Any such future actions aimed at our industry, or indirect impacts from current CMS fraud and abuse enforcement activity, depending on the scope and implementation, could have a material adverse effect on the reputation, business, results of operations and cash flows of our operators.

Licensing and Certification. Our operators, managers and facilities are subject to various federal, state and local licensing and certification laws and regulations, including those governing the change of ownership of a facility as well as laws and regulations under Medicare and Medicaid requiring operators of SNFs and ALFs to comply with extensive standards governing operations. These regulations may impact our ability to acquire new facilities, change managers and expand in particular jurisdictions. Governmental agencies administering these laws and regulations regularly inspect our operators' facilities and investigate complaints. In our Triple-Net segment, our operators and their managers receive notices of observed violations and deficiencies from time to time, and sanctions have been imposed from time to time on facilities operated by them, which could involve monetary penalties or a change in operator or manager. In our Operating segment, we or our managers could similarly be subject to such notices or sanctions. In addition, many states require certain healthcare providers to obtain a certificate of need, which requires prior approval for the construction, expansion or closure of certain healthcare facilities, which has the potential to impact some of our operators' abilities to expand or change their businesses.

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● During the second quarter of 2026, SHH Holdings, LLC ("Saber PropCo"), a property holding company JV in which Omega owns a 49% equity interest, sold three SNFs (two of which were acquired by Omega) for $36.1 million. Saber PropCo also acquired four SNFs (one of which was sold by Omega) in the second quarter of 2026 and five Ohio SNFs from a third party in July 2026. The total aggregate consideration for all nine facilities acquired in the second quarter of 2026 and in July 2026 was $160.0 million. The nine acquired facilities were subsequently leased to Saber Healthcare Holdings, LLC ("Saber"), an operating company in which Omega owns a 9.9% equity interest. Following the acquisitions and sales in the second quarter of 2026 and July 2026, Saber PropCo owns 71 facilities subject to triple-net leases with Saber that generate $83.1 million in contractual rent per annum.

● During the second quarter of 2026, we transitioned a portfolio of 18 facilities from another operator to Saber's master lease, increasing the total number of facilities under our master lease with Saber to 69 facilities and resulting in monthly contractual rent of $7.7 million in July 2026 following the transitions.

Second Third Quarter of 2026 and Recent Highlights

● During the three and six nine months ended June September 30, 2026, we acquired eight 17 facilities and 23 40 facilities for aggregate consideration of $109.9 $167.3 million and $236.3 $403.6 million, respectively, including four five facilities and five 10 facilities in our Operating segment .

● During the third quarter of 2026, the Company acquired the operators of 30 U.K. care homes for $48.0 million and transitioned the facilities from long-term leases to RIDEA structures. In accordance with ASC 805, $47.7 million of the $48.0 million purchase price was accounted for separately from the business combinations as extinguishments of the preexisting leases and recorded within acquisition, merger and transition related costs. The acquisitions resulted in goodwill of approximately $4.2 million.

● During the three and six nine months ended June September 30, 2026, we invested $21.1 $28.1 million and $33.8 $61.9 million under our construction in progress and capital improvement programs in our Triple-Net segment, respectively, and we invested $0.6 $0.8 million and $0.7 $1.5 million under our construction in progress and capital improvement programs in our Operating segment, respectively.

● We funded $21.3 $22.0 million under one two new real estate loan loans originated during 2026 with an a weighted average interest rate of 13.0% 12.9% during the six nine months ended June September 30, 2026. Additionally, we advanced $16.4 $13.5 million and $22.4 $36.0 million under existing real estate loans during the three and six nine months ended June September 30, 2026, respectively. Principal repayments of $71.8 $18.7 million and $89.1 $107.8 million were received on real estate loans during the three and six nine months ended June September 30, 2026, respectively.

● During the three and six nine months ended June September 30, 2026, we sold 26 facilities (22 SNFs and four ALFs) and 30 31 facilities (26 SNFs and four five ALFs) in our Triple-Net segment for total consideration of $562.6 million and $597.1 $597.0 million, respectively, of which $37.4 million was in the form of seller financing. As a result of these sales, we recognized a net gain of $246.5 million and $249.5 $249.1 million for the periods, respectively. period.

● During the three and six nine months ended June September 30, 2026, we recorded impairments of zero $11.3 million and $0.4 $11.7 million, respectively, related to facilities in our Triple-Net segment.

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● During the three and six nine months ended June September 30, 2026, we sold 1.3 4.7 million and 3.5 8.3 million shares, respectively, of common stock under our $2.0 billion At-The-Market Offering Program ("ATM Program") and Dividend Reinvestment and Common Stock Purchase Plan ("DRCSPP"), generating aggregate gross proceeds of $62.0 $234.3 million and $169.1 $403.4 million, respectively.

● We funded $29.7 $32.9 million under six nine new non-real estate loans originated during 2026 with a weighted average interest rate of 10.8% during the six nine months ended June September 30, 2026. We advanced $8.5 $6.1 million and $13.2 $19.4 million under existing non-real estate loans during the three and six nine months ended June September 30, 2026, respectively. Principal repayments of $99.2 $19.2 million and $117.2 $136.3 million were received on non-real estate loans during the three and six nine months ended June September 30, 2026, respectively.

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● We recognized full contractual rental income of $13.3 million and $26.6 million related to Genesis during the three and six months ended June 30, 2026, respectively. In addition, we recognized interest income of $5.9 million and $12.9 million related to loans with Genesis during the three and six months ended June 30, 2026, respectively. In July 2026, Genesis paid full contractual rent and interest of $4.5 million.

● During the three and six nine months ended June September 30, 2026, we had zero and $2.4 million, respectively, of straight-line receivable write-offs as a result of placing two and three operator leases on a cash basis of revenue recognition. respectively. During the two three and nine months ended September 30, 2026, we recorded $5.7 million and $14.7 million, respectively, of straight-line rent receivable and lease inducement write-offs through rental income related to operator transitions and lease inducements funded to operators placed on a cash basis of revenue recognition during the second quarter of 2026 are new operators leasing facilities that were recently acquired through foreclosure. accounting. As of June September 30, 2026, 22 operators are on a cash basis of rental revenue recognition. These operators represent 22.2% 21.6% of our total revenues for the six nine months ended June September 30, 2026.

● We recognized rental income of $19.6 $20.1 million and $39.0 $59.1 million related to our leases with Maplewood Senior Living (along with its affiliates, "Maplewood") during the three and six nine months ended June September 30, 2026, respectively. The amount of unpaid contractual rent that was deferred, as allowable under the terms of its the Maplewood Master Lease, was $3.5 $2.2 million and $7.1 $9.3 million for the three and six nine months ended June September 30, 2026, respectively (see Note 4 – Contractual and Other Receivables for a breakdown of total Maplewood rental income by lease). Deferred rent bears interest at 5% per annum if outstanding longer than 18 months, which is reflected in rental income when received. As of June September 30, 2026, the outstanding deferred rent balance is $56.6 $58.8 million. No interest income was recorded on the revolving credit facility with Maplewood during the three and six nine months ended June September 30, 2026. Maplewood is on a cash basis of revenue recognition for lease purposes and non-accrual status for loan purposes as a result of liquidity issues beginning in 2023, so rental revenue and interest income is are only recorded for contractual rent and interest payments that are received from Maplewood.

● We recognized full contractual rental income of $13.3 million and $39.9 million related to Genesis during the three and nine months ended September 30, 2026, respectively. In addition, we recognized interest income of $4.8 million and $17.7 million related to loans with Genesis during the three and nine months ended September 30, 2026, respectively. On October 14, 2026, the sale of Genesis' assets to 101 W State Street Holdings, LLC ("WSSH") closed, and the Omega lease was assumed and assigned to affiliates of WSSH ("NewGen"), which cured the monetary pre-petition defaults. In October 2026, Omega's DIP loan and secured term loan claims were repaid.

● On July 23, October 26, 2026, the Board of Directors declared a cash dividend of $0.68 per share. The dividend will be paid on August 14, November 16, 2026 to stockholders of record as of the close of business on August 3, November 5, 2026.

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Comparison of results of operations for the three and six nine months ended June September 30, 2026 and 2025 (dollars in thousands):

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Recovery provision for credit losses

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Other (expense) income – net

Loss on debt extinguishment

(Loss) gain on assets sold – net

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● The increase in depreciation and amortization expense primarily relates to facility acquisitions and capital additions, partially offset by facility sales.

● The increase in acquisition, merger and transition related expenses primarily relates to (i) non-capitalizable costs associated with acquiring a facility through foreclosure and (ii) transaction costs related to pending transactions.

Three Months Ended June September 30, 2026 and 2025

The following is a description of certain of the changes in revenues for the three months ended June September 30, 2026 compared to the same period in 2025:

● The increase decrease in rental income was primarily the result of (i) a $16.4 $10.7 million increase decrease related to facility acquisitions made throughout 2025 transitions and sales, including the sale of 18 facilities leased to CommuniCare Health Services in the second quarter of 2026, lease extensions and other rent escalations, (ii) an $8.7 a $5.6 million increase decrease resulting from fewer higher straight-line receivable and lease inducement write-offs in the second third quarter of 2026 compared to 2025, and (iii) a $2.2 $3.2 million decrease resulting from the conversion of certain U.K. triple-net lease arrangements to RIDEA structures during the third quarter of 2026. These decreases were partially offset by (i) an $8.5 million increase from facility acquisitions made throughout 2025 and 2026, lease extensions and other rent escalations, and (ii) a $2.9 million net increase in rental income from cash basis operators, primarily related to Maplewood, as a result of receiving resulting from higher cash rent payments period over period from these operators, and (iv) a $0.6 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, partially offset by a $1.1 million decrease related to the impact of facility transitions in received during the second quarter of 2026. period.

● The increase decrease in interest income was primarily due to a $6.9 million decrease related to principal repayments on our loans during 2026 and 2025, partially offset by (i) a $4.6 $3.7 million increase related to new loans and additional fundings on existing loans made throughout 2025 and 2026 (ii) a $1.4 million increase primarily related to a non-cash gain associated with the discount on a loan repaid early in the second quarter of 2026 and (iii) (ii) a $1.0 $0.3 million increase related to loans on non-accrual status in which we have recognized higher interest income period over period as a result of receiving higher cash payments throughout 2025 and 2026. partially offset by a $3.2 million decrease related to principal repayments on our loans during 2026 and 2025.

● The increase in resident fees and services relates to operating revenue from facilities that we own and operate in our Operating segment utilizing a RIDEA structure. For the three months ended June As of September 30, 2026, resident fees and services were generated by nine the Operating segment consisted of 44 senior housing communities. in our Operating segment. As the Company's initial RIDEA acquisitions occurred were completed in the fourth quarter of 2025, there was no comparable revenue in the prior-year period.

● The increase in miscellaneous income was primarily attributable to the recognition of $10.9 million of residual profit participation income in connection with the sale of the underlying real estate securing one of our other real estate loan investments during the third quarter of 2026.

The following is a description of certain of the changes in our expenses for the three months ended June September 30, 2026 compared to the same period in 2025:

● The decrease in interest expense primarily relates to (i) the repayment of $600 million of 5.25% senior notes in October 2025, (ii) the repayment of a $428.5 million term loan in the fourth quarter of 2025, and (iii) the repayment of the $400 million of 4.50% senior notes in January 2025, (iv) the repayment of the £188.6 million mortgage loan in November 2025. and (v) The repayment of a $50.0 million term loan in April 2025. The overall decrease in interest expense was partially offset by (i) a net increase in the amortization of deferred financing fees and discounts as a result of the amortization of the fair value adjustment associated with our previous £188.6 million mortgage loan in the first third quarter of 2025, and (ii) an increase in interest expense due to the issuance of $600 million of 5.20% senior unsecured notes in June 2025, the funding of the $300.0 million delayed draw term loan facility (the "2028 Term Loan") in November 2025. and increased borrowings under our $2.0 billion senior unsecured multicurrency revolving credit facility (the "Revolving Credit Facility") during 2026.

● The increase in property-level expenses primarily relates to operating expenses from nine facilities that we own and operate in our Operating segment utilizing a RIDEA structure. As the Company's initial Company did not own and operate any facilities under a RIDEA acquisitions occurred in structure during the fourth quarter of 2025, prior-year period, there were no comparable property-level operating expenses. in the prior-year period.

● The increase in general and administrative ("G&A") expense primarily relates to incremental non-cash stock-based compensation expense of $14.7 $17.1 million and $4.2 $1.6 million of cash transition related expenses in the second third quarter of 2026 related to the leadership transitions announced in the second quarter of 2026. See Note 14 – Stock-Based Compensation for additional information.

● The increase in acquisition, merger and transition related expenses is primarily attributable to the acquisition of the operators of 30 U.K. care homes, including costs associated with the settlement of preexisting lease arrangements and the write-off of related straight-line rent receivables. See Note 2 - Real Estate Assets for additional information.

● The 2026 impairment was recognized in connection with one held for use facility. The 2025 impairments were recognized in connection with three two held for use facilities. These impairments were primarily the result of decisions to exit certain non-strategic facilities and/or terminate our relationships with certain non-strategic operators.

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The increase decrease in total other income (expense) was primarily due to a $223.6 $28.7 million increase decrease in gain on assets sold related to the sale of 26 facilities one facility in the second third quarter of 2026 compared to the sale of seven 11 facilities during the same period in 2025, partially offset by and a $21.0 $7.8 million increase decrease in other expense income – net primarily related to decreased interest income on short-term investments due to lower invested cash in the second third quarter of 2026 compared to the same period in 2025 and losses lower gains associated with foreign currency and financial instruments in the second third quarter of 2026 compared to the same period in 2025.

The decrease in income tax expense was primarily due to lower taxable income in the U.K. resulting from transaction-related expenses recognized in connection with the acquisition of the operators of 30 U.K. care homes during the third quarter of 2026.

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Six Nine Months Ended June September 30, 2026 and 2025

The following is a description of certain of the changes in revenues for the six nine months ended June September 30, 2026 compared to the same period in 2025:

● The increase in rental income was primarily the result of (i) a $38.3 $42.6 million increase related to facility acquisitions made throughout 2025 and 2026, lease extensions and other rent escalations, (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, (iii) a $7.8 $13.0 million net increase in rental income from cash basis operators, primarily related to Maplewood, as a result of receiving resulting from higher cash rent payments period over period received from these operators (iv) period over period, (iii) a $6.3 $10.7 million increase resulting from fewer lower straight-line receivable and lease inducement write-offs in during the first half nine months of 2026 compared to the same period in 2025 and (v) (iv) a $2.9 $3.2 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. These increases were partially offset by (i) a $0.1 $8.9 million decrease related to the impact of facility transitions and sales, including the sale of 18 facilities leased to CommuniCare Health Services in the second quarter of 2026 and (ii) a $2.4 million decrease primarily resulting from the conversion of certain U.K. triple-net lease arrangements to RIDEA structures.

● The increase in interest income was primarily due to (i) a $9.1 $13.0 million increase related to new loans and additional fundings on existing loans made throughout 2025 and 2026 and (ii) a $1.6 $1.8 million increase related to loans on non-accrual status in which we have recognized higher interest income period over period as a result of receiving higher cash payments throughout 2025 and 2026, and (iii) a $1.4 million increase primarily related to a non-cash gain associated with the discount on a loan repaid early in the second quarter of 2026, partially offset by a $6.2 $10.3 million decrease related to principal repayments on our loans during 2026 and 2025.

● The increase in resident fees and services relates to operating revenue from facilities that we own and operate in our Operating segment utilizing a RIDEA structure. For the six months ended June As of September 30, 2026, resident fees and services were generated by nine the Operating segment consisted of 44 senior housing communities. in our Operating segment. As the Company's initial RIDEA acquisitions occurred were completed in the fourth quarter of 2025, there was no comparable revenue in the prior-year period.

● The increase in miscellaneous income was primarily attributable to the recognition of $10.9 million of residual profit participation income in connection with the sale of the underlying real estate securing one of our other real estate loan investments during the third quarter of 2026.

The following is a description of certain of the changes in our expenses for the six nine months ended June September 30, 2026 compared to the same period in 2025:

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● The increase in acquisition, merger and transition related expenses primarily relates to (i) non-capitalizable costs associated with acquiring a facility through foreclosure and (ii) transaction costs related to pending transactions.

● The decrease in interest expense primarily relates to (i) the repayment of $600 million of 5.25% senior notes in October 2025, (ii) the repayment of a $428.5 million term loan in the fourth quarter of 2025, (iii) the repayment of the $400 £188.6 million of 4.50% senior notes mortgage loan in January November 2025, (iv) the repayment of the £188.6 a $50.0 million mortgage term loan in November April 2025 and (v) the repayment of a $50.0 the $400 million term loan of 4.50% senior notes in April January 2025. The overall decrease in interest expense was partially offset by (i) a net increase in the amortization of deferred financing fees and discounts as a result of the amortization of the fair value adjustment associated with our previous £188.6 million mortgage loan in the first quarter of 2025 and (ii) an increase in interest expense due to the issuance of $600 million of 5.20% senior unsecured notes in June 2025, the funding of the $300.0 million delayed draw term loan facility the 2028 Term Loan in November 2025 and increased borrowings under our $2.0 billion senior unsecured multicurrency revolving credit facility (the "Revolving Credit Facility") during 2026.

● The increase in property-level expenses primarily relates to operating expenses from nine facilities that we own and operate in our Operating segment utilizing a RIDEA structure. As the Company's initial Company did not own and operate any facilities under a RIDEA acquisitions occurred in structure during the fourth quarter of 2025, prior-year period, there were no comparable property-level operating expenses. in the prior-year period.

● The increase in G&A expense primarily relates to (i) incremental non-cash stock-based compensation expense of $14.7 $31.8 million and $4.2 $5.7 million of cash transition related expenses in during the second quarter of nine months ended September 30, 2026, related to the leadership transitions announced in the second quarter of 2026, (ii) a $1.3 $2.0 million increase in other payroll and benefits and (iii) a $1.3 million increase in professional service costs, partially offset by $6.6 million of incremental non-cash stock-based compensation expense and $2.2 million of incremental payroll expense related to the termination of our former Chief Operating Officer's employment in the first quarter of 2025. See Note 14 – Stock-Based Compensation for additional information.

● The increase in acquisition, merger and transition related expenses is primarily attributable to the acquisition of the operators of 30 U.K. care homes, including costs associated with the settlement of preexisting lease arrangements and the write-off of related straight-line rent receivables. See Note 2 - Real Estate Assets for additional information.

● The 2026 impairments were recognized in connection with one held for use facility and one facility that was classified as held for sale. The 2025 impairments were recognized in connection with four held for use facilities and two facilities that were classified as held for sale. They were primarily the result of decisions to exit certain non-strategic facilities and/or terminate our relationships with certain non-strategic operators.

● The change increase in recovery provision for credit losses primarily relates to (i) a net increase in aggregate specific recoveries recorded during the first half three quarters of 2026 compared to the same period in 2025 and (ii) larger recoveries in the general reserve in the first half three quarters of 2026 compared to the same period in 2025 primarily resulting from decreases in loan balances and decreases in loss rates utilized in the estimate of credit losses for loans.

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The increase in income tax expense was primarily due to an increase in our taxable income in the U.K. as a result of acquisitions in 2026 and 2025.

The increase in total other income (expense) was primarily due to a $216.6 $187.9 million increase in gain on assets sold related to the sale of 30 31 facilities in the first half three quarters of 2026 compared to the sale of 34 45 facilities during the same period in 2025, partially offset by a $22.9 $30.7 million increase decrease in other expense income – net primarily related to decreased interest income on short-term investments due to lower invested cash in the first half three quarters of 2026 compared to the same period in 2025 and losses lower gains associated with foreign currency and financial instruments in the first half three quarters of 2026 compared to the same period in 2025.

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The following table presents our Nareit FFO results for the three and six nine months ended June September 30, 2026 and 2025:

Three Months Ended June September 30,

Nine Months Ended September 30,

Deduct Add back loss (gain) from real estate dispositions

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Six Months Ended June 30,

Net operating income ("NOI") is used to evaluate the operating performance of our properties. We define NOI as total revenues less property level expenses. Property level Property-level expenses represent costs associated with managing, maintaining and servicing tenants for our properties. These expenses include, but are not limited to, property-related payroll and benefits, property management fees paid to managers, marketing, housekeeping, food service, maintenance, utilities, property taxes and insurance. NOI also includes the Company's pro rata share of NOI from its unconsolidated entities. We utilize our share of NOI in assessing our performance as we have various unconsolidated entities that contribute to our performance. Our share of NOI should be considered only together with and as a supplement to, and not as a substitute for, our financial information presented in accordance with GAAP. Our pro rata share information is prepared on a basis consistent with the comparable consolidated amounts, is intended to reflect our proportionate economic interest in the operating results of properties in our portfolio and is calculated by applying our actual ownership percentage for the period. We do not control the unconsolidated entities, and the pro rata presentations of reconciling items included in NOI do not represent our legal claim to such items. The unconsolidated entities members or partners of the unconsolidated entities are entitled to profit or loss allocations and distributions of cash flows according to the entity agreements, which provide for such allocations generally according to their invested capital.

The following table presents our NOI results for the three and six nine months ended June September 30, 2026 and 2025:

Three Months Ended June September 30,

Nine Months Ended September 30,

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Other expense (income) – net

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and 23 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. As of June September 30, 2026, only our Revolving Credit Facility has a variable rate, when considering the impact of interest rate swaps that are designated as cash flow hedges for the 2028 Term Loan. During the six nine months ended June September 30, 2026, we incurred interest expense of $8.2 million related to variable rate borrowings outstanding under our Revolving Credit Facility, after considering the impact of the interest rate swaps that are designated as cash flow hedges for the 2028 Term Loan. Assuming no changes in outstanding balances, and inclusive of the impact of interest rate swaps designated as cash flow hedges noted below, a hypothetical 1% increase in interest rates would result in a $1.8 million increase in our annual interest expense. A hypothetical 1% decrease in interest rates would result in a $1.7 million decrease in our annual interest expense.

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, 2026 was approximately $3.6 $3.5 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 $120.8 $109.0 million at June September 30, 2026. A hypothetical 1% decrease in interest rates would result in an increase in the fair value of long-term fixed-rate borrowings by approximately $127.1 $114.4 million at June September 30, 2026.

At June September 30, 2026, we have $300.0 million in notional value of interest rate swaps 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 hedge the interest rate risk associated with interest payments on the 2028 Term 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, 2026, 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 $2.4 $2.7 million.

To hedge a portion of our net investments in the U.K., at June September 30, 2026, 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, 2026. 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, 2026.

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There were no changes in the Company's internal control over financial reporting during the quarter ended June September 30, 2026 (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. During the quarter ended June September 30, 2026, we did not issue any 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 2026, 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 2026.

Exhibits 12 changes

Transition Agreement and Release, dated as of May 19, 2026, among Omega Healthcare Investors, Inc., OHI Asset Management LLC and C. Taylor Pickett (incorporated by reference to Exhibit 10.1 to the Company's Form 8-K, filed on May 21, 2026).+

Consulting Agreement, dated as of May 19, 2026, and effective as of October 2, 2026, between Omega Healthcare Investors, Inc. and C. Taylor Pickett (incorporated by reference to Exhibit 10.2 to the Company's Form 8-K, filed on May 21, 2026).+

Transition Agreement and Release, dated as of May 19, 2026, among Omega Healthcare Investors, Inc., OHI Asset Management LLC and Robert O. Stephenson (incorporated by reference to Exhibit 10.3 to the Company's Form 8-K, filed on May 21, 2026).+

Consulting Agreement, dated as of May 19, 2026, and effective as of August 2, 2026, between Omega Healthcare Investors, Inc. and Robert O. Stephenson (incorporated by reference to Exhibit 10.4 to the Company's Form 8-K, filed on May 21, 2026).+

Form of Employment Agreement among OHI Asset Management LLC, Omega Healthcare Investors, Inc. and Neal Ballew, dated as of January 1, 2021, as amended through August 1, 2026.+*

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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, 2026, 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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/S/ C. TAYLOR PICKETT

Date: November 4, 2026

/S/ MATTHEW P. GOURMAND

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/S/ ROBERT O. STEPHENSON

Robert O. Stephenson

Date: November 4, 2026

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