OMEGA HEALTHCARE INVESTORS INC 10-Q

Item 2 – Unregistered Sales of Equity Securities and Use of Proceeds During the quarter ended September 30, 2022, Omega did not issue any shares of Omega common stock in exchange for Omega OP Units. Issuer Purchases of Equity Securities On January 27, 2022, the Board authorized the Company to repurchase of up to $500 million of our outstanding common stock from time to time through March 2025. The Company is authorized to repurchase shares of its common stock in open market and privately negotiated transactions or in any other manner as determined by the Company’s management and in accordance with applicable law. The timing and amount of stock repurchases will be determined, in management’s discretion, based on a variety of factors, including but not limited to market conditions, other capital management needs and opportunities, and corporate and regulatory considerations. The Company has no obligation to repurchase any amount of its common stock, and such repurchases, if any, may be discontinued at any time. During the third quarter of 2022, we did not repurchase any shares of our outstanding common stock. ​ ​ 54 Table of Contents Item 6–Exhibits ​ ​ ​ Exhibit No. ​ ​ 3.1 ​ Amended and Restated Bylaws of Omega Healthcare Investors, Inc. as of October 21, 2022 (incorporated by reference to Exhibit 3.1 to the Company’s Current Report on Form 8-K, filed October 21, 2022). 31.1 ​ Rule 13a-14(a)/15d-14(a) Certification of Chief Executive Officer of Omega Healthcare Investors, Inc.* 31.2 ​ Rule 13a-14(a)/15d-14(a) Certification of Chief Financial Officer of Omega Healthcare Investors, Inc.* 32.1 ​ Section 1350 Certification of the Chief Executive Officer of Omega Healthcare Investors, Inc.* 32.2 ​ Section 1350 Certification of the Chief Financial Officer of Omega Healthcare Investors, Inc.* 101 ​ The following financial statements from the Company’s Quarterly Report on Form 10-Q for the quarter ended September 30, 2022, formatted in Inline XBRL: (i) Consolidated Balance Sheets, (ii) Consolidated Statements of Operations, (iii) Consolidated Statements of Comprehensive Income, (iv) Consolidated Statements of Changes in Equity, (v) Consolidated Statements of Cash Flows, and (vi) Notes to Consolidated Financial Statements, tagged as blocks of text and including detailed tags. 104 ​ Cover Page Interactive Data File - the cover page XBRL tags are embedded within the Inline XBRL document (included in Exhibit 101). * Exhibits that are filed herewith. ​ 55 Table of Contents SIGNATURES Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized. OMEGA HEALTHCARE INVESTORS, INC. Registrant Date: November 3, 2022 By: /S/ C. TAYLOR PICKETT ​ ​ C. Taylor Pickett ​ ​ Chief Executive Officer ​ ​ ​ Date: November 3, 2022 By: /S/ ROBERT O. STEPHENSON ​ ​ Robert O. Stephenson ​ ​ Chief Financial Officer ​ ​ ​ ​ 56