What changed in this filing

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Item 9A. Controls and Procedures

2025-02-13 compared with 2024-02-12 · 733 added, 671 removed, 1954 unchanged (42% of the section changed)

1 unchanged sentence

Evaluation of Disclosure Controls and Procedures

In connection with the preparation of our Form 10-K as of and for the year ended December 31, 2023, management evaluated the effectiveness of the design and operation of disclosure controls and procedures of the Company as of December 31, 2023.

In connection with the preparation of our Form 10-K as of and for the year ended December 31, 2024, management evaluated the effectiveness of the design and operation of disclosure controls and procedures (as defined in Rule 13a-15(e) of the Exchange Act) of the Company as of December 31, 2024.

Based on this evaluation, the Chief Executive Officer and Chief Financial Officer of the Company concluded that the disclosure controls and procedures of the Company were effective at the reasonable assurance level as of December 31, 2024.

12 unchanged sentences

Based on management’s assessment, management believes that, as of December 31, 2024, the Company’s internal control over financial reporting was effective based on those criteria.

The independent registered public accounting firm’s attestation reports regarding the Company’s internal control over financial reporting is included in the 2023 financial statements under the caption entitled Report of Independent Registered Public Accounting Firm and is incorporated herein by reference.

The independent registered public accounting firm’s attestation reports regarding the Company’s internal control over financial reporting is included in the 2024 financial statements under the caption entitled Report of Independent Registered Public Accounting Firm and is incorporated by reference herein.

Changes in Internal Control Over Financial Reporting

There were no changes in the Company’s internal control over financial reporting during the quarter ended December 31, 2023 identified in connection with the evaluation of their disclosure controls and procedures described above that have materially affected, or are reasonably likely to materially affect, its internal control over financial reporting.

There were no changes in the Company’s internal control over financial reporting during the quarter ended December 31, 2024 identified in connection with the evaluation of their disclosure controls and procedures (as defined in Rules 13a-15(f) and 15d-15(f) under the Exchange Act) described above that have materially affected, or are reasonably likely to materially affect, its internal control over financial reporting.

Item 9B – Other Information

Rule 10b5-1 Trading Plans

(a) Amendment and Restatement of Omega OP Partnership Agreement

Effective February 11, 2025, Omega entered into that certain Third Amended and Restated Agreement of Limited Partnership governing Omega OP (the “Partnership Agreement”) to, among other things (i) provide for option units, a special class of units of Omega OP that are structured in a manner intended to qualify as profits interests (“Option Units”), which may be used for incentive compensation awards, subject to vesting, forfeiture and additional restrictions on transfer, all as determined by Omega, as general partner, and Omega OP, in their sole discretion, prior to any grant of Option Units and set forth in an applicable vesting agreement and (ii) make other updates to the Partnership Agreement primarily relating to the ownership of subsidiary REITs, changes in applicable law and ministerial and conforming changes.

The description of the Partnership Agreement contained in this Annual Report on Form 10-K is qualified in its entirety by reference to the Partnership Agreement, a copy of which is filed herewith as Exhibit 3.5 and is incorporated herein by reference.

(b) Rule 10b5-1 Trading Plans

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 fourth quarter of 2024.

2 unchanged sentences

Item 10 – Directors, Executive Officers of the Registrant and Corporate Governance

The information required by this item is incorporated herein by reference to our Company’s definitive proxy statement for the 2024 Annual Meeting of Stockholders, to be filed with the SEC pursuant to Regulation 14A.

For information regarding executive officers of our Company, see Item 1 – Business – Information about our Executive Officers.

The other information required by this item is incorporated herein by reference to the “Proposal 1 – Election of Directors,” “Board Committees and Corporate Governance” and “Audit Committee and Independent Auditor Matters” sections of Company’s definitive proxy statement for the 2025 Annual Meeting of Stockholders, to be filed with the SEC pursuant to Regulation 14A.

Code of Business Conduct and Ethics

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Any amendment to our Code of Ethics or any waiver of our Code of Ethics that is required to be disclosed will be provided on our website at www.omegahealthcare.com promptly following the date of such amendment or waiver.

Insider Trading Policy

We have adopted an Insider Trading Policy that governs the purchase, sale and/or other dispositions of our securities by our directors, officers and employees, as well as the Company, that is reasonably designed to promote compliance with insider trading laws, rules and regulations, and the New York Stock Exchange listing standards applicable to us.

A copy of our Insider Trading Policy is filed as Exhibit 19.1 to this Annual Report on Form 10-K.

Equity Award Grant Policy

The Compensation Committee of our Board of Directors approves all equity awards granted to the executive officers.

Approval of the equity awards for the executive officers generally occurs at the Compensation Committee’s regularly scheduled quarterly meeting for the fourth quarter of each year, although the Compensation Committee retains the right to approve them at any time.

The Company has not historically issued stock options or stock appreciation awards.

Item 11 – Executive Compensation

The information required by this item is incorporated herein by reference to the “Compensation Discussion and Analysis” and “Executive Compensation Tables and Related Information” sections of our Company’s definitive proxy statement for the 2025 Annual Meeting of Stockholders, to be filed with the SEC pursuant to Regulation 14A.

Item 12 – Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters

The information required by this item is incorporated herein by reference to the “Stock Ownership Information” section of our Company’s definitive proxy statement for the 2025 Annual Meeting of Stockholders, to be filed with the SEC pursuant to Regulation 14A, except as set forth below.

The following table provides information about shares available for future issuance under our equity compensation plans as of December 31, 2024:

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Item 13 – Certain Relationships and Related Transactions, and Director Independence

The information required by this item is incorporated herein by reference to the “Proposal 1 – Election of Directors” and “Board Committees and Corporate Governance” sections of our Company’s definitive proxy statement for the 2025 Annual Meeting of Stockholders, to be filed with the SEC pursuant to Regulation 14A.

Item 14 – Principal Accountant Fees and Services

The information required by this item is incorporated herein by reference to the “Audit Committee and Independent Auditor Matters” section of our Company’s definitive proxy statement for the 2025 Annual Meeting of Stockholders, to be filed with the SEC pursuant to Regulation 14A.

Item 15 – Exhibits and Financial Statement Schedules

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Description of the Matter

During 2023, the Company recognized rental income of $825.4 million and recorded straight-line rent and lease inducement receivables of $211.5 million at December 31, 2023.

During 2024, the Company recognized rental income of $887.9 million and has recorded straight-line rent and lease inducement receivables of $247.5 million at December 31, 2024.

As described in Note 2 to the consolidated financial statements, the timing and pattern of rental income recognition for operating leases is affected by the Company’s determination as to whether the collectibility of substantially all lease payments is probable.

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Rental income

Income from direct financing leases

Interest income

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Impairment on real estate properties

Recovery on direct financing leases

Provision for credit losses

(Recovery) provision for credit losses

Interest expense

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Total other income

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

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

Income tax expense

(Loss) income from unconsolidated joint ventures

Income (loss) from unconsolidated joint ventures

Net income attributable to noncontrolling interest

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Cash flow hedges

Total other comprehensive income

Total other comprehensive (loss) income

Comprehensive income

8 unchanged sentences

Noncontrolling

Income (Loss)

Balance at December 31, 2021

2 unchanged sentences

Issuance of common stock

Repurchase of common stock

Common dividends declared ($ 2.68 per share)

2 unchanged sentences

Omega OP Units distributions

Net change in noncontrolling interest holder in consolidated JV

Other comprehensive income

3 unchanged sentences

Issuance of common stock

Repurchase of common stock

Common dividends declared ($ 2.68 per share)

2 unchanged sentences

Omega OP Units distributions

Capital contributions from noncontrolling holder in consolidated JV

Net change in noncontrolling interest holder in consolidated JV

Other comprehensive income

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Net change in noncontrolling interest holder in consolidated JV

Other comprehensive income

Other comprehensive loss

Balance at December 31, 2024

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Impairment on real estate properties

Recovery on direct financing leases

Provision for rental income

Provision for credit losses

(Recovery) provision for credit losses

Amortization of deferred financing costs and loss on debt extinguishment

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Interest paid-in-kind

Loss (income) from unconsolidated joint ventures

Loss from unconsolidated joint ventures

Change in operating assets and liabilities – net:

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Acquisition of real estate

Acquisition deposit – net

Net proceeds from sale of real estate investments

Investments in construction in progress

Proceeds from sale of direct financing lease and related trust

Placement of loan principal

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Distributions to Omega OP Unit Holders

Net cash used in financing activities

Net cash provided by (used in) financing activities

Effect of foreign currency translation on cash, cash equivalents and restricted cash

Increase (decrease) in cash, cash equivalents and restricted cash

Increase in cash, cash equivalents and restricted cash

Cash, cash equivalents and restricted cash at beginning of period

42 unchanged sentences

As of December 31, 2024 and 2023, we have one joint venture that is a consolidated VIE as we have concluded that we are the primary beneficiary through our equity investment in the entity.

As of December 31, 2022, we also had consolidated VIEs related to the Exchange Accommodation Titleholders (“EATs”) discussed in Note 3 – Real Estate Asset Acquisitions and Development.

Revenue Recognition

7 unchanged sentences

We assess the probability of collecting substantially all payments due under our leases on several factors, including, among other things, payment history, the financial strength of the lessee and any guarantors, as applicable, historical operations and operating trends, current and future economic conditions, and expectations of performance (which includes known substantial doubt about an operator’s ability to continue as a going concern).

If our evaluation of these factors indicates it is not probable that we will be able to collect substantially all rents, we recognize a charge to rental income to write off straight-line rent receivables and limit our rental income to the lesser of lease income on a straight-line basis plus variable rents when they become accruable or cash collected.

If our evaluation of these factors indicates it is not probable that we will be able to collect substantially all rents, we recognize a charge to rental income to write off straight-line rent receivables, contractual receivables and lease inducements and limit our rental income to the lesser of lease income on a straight-line basis plus variable rents when they become accruable or cash collected.

Provisions for uncollectible lease payments are recognized as a direct reduction to rental income.

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Direct Financing Lease Income

As of December 31, 2023, we have one lease for a facility that is classified as a direct financing lease.

As of December 31, 2024 and 2023, we have one lease for a facility that is classified as a direct financing lease.

For leases accounted for as direct financing leases, we record the present value of the future minimum lease payments (utilizing a constant interest rate over the term of the lease agreement) as a receivable and record interest income based on the contractual terms of the lease agreement.

Costs related to originating direct financing leases are deferred and amortized on a straight-line basis as a reduction to income from direct financing leases over the term of the direct financing leases.

Income from direct financing leases is included within rental income on the Consolidated Statements of Operations.

Real Estate Sales

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● Furniture and fixtures are determined based on third-party appraisals which typically utilize a replacement cost approach.

● Mortgages and other investments are valued using a discounted cash flow analysis, using interest rates being offered for similar loans to borrowers with similar credit ratings.

● Real estate loans and non-real estate loans are valued using a discounted cash flow analysis, using interest rates being offered for similar loans to borrowers with similar credit ratings.

● Investments in joint ventures are valued based on the fair value of the joint ventures’ assets and liabilities.

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Cash and cash equivalents consist of cash on hand and highly liquid investments with a maturity date of three months or less when purchased.

These investments are stated at cost, which approximates fair value.

The majority of our cash, cash equivalents and restricted cash are held at major commercial banks.

1 unchanged sentence

Restricted Cash

Restricted cash consists primarily of liquidity deposits escrowed for tenant obligations required by us pursuant to certain contractual terms and other deposits required by the U.S.

Department of Housing and Urban Development (“HUD”) in connection with our mortgage borrowings guaranteed by HUD.

Restricted cash consists primarily of liquidity deposits escrowed for tenant obligations required by us pursuant to certain contractual terms and other deposits required by our lenders in connection with financing arrangements.

We obtain liquidity deposits and other deposits, security deposits and letters of credit from certain operators pursuant to our lease and mortgage agreements.

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Additional security for rental and loan interest revenue from operators is provided by covenants regarding minimum working capital and net worth, liens on accounts receivable and other operating assets of the operators, provisions for cross-default, provisions for cross-collateralization and by corporate or personal guarantees.

OMEGA HEALTHCARE INVESTORS, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS – Continued

Goodwill Impairment

We test goodwill for potential impairment at least annually in the fourth quarter, or more frequently if an event or other circumstance indicates that we may not be able to recover the carrying amount of the net assets of the reporting unit.

2 unchanged sentences

We have had no goodwill impairment charges for the last three fiscal years.

OMEGA HEALTHCARE INVESTORS, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS – Continued

Omega and its wholly-owned subsidiaries were organized to qualify for taxation as a REIT under Section 856 through 860 of the Internal Revenue Code (“Code”).

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Stock-Based Compensation

We recognize stock-based compensation expense adjusted for estimated forfeitures to employees and directors, in general and administrative in our Consolidated Statements of Operations on a straight-line basis over the requisite service period of the awards.

Deferred Financing Costs and Original Issuance Premium and/or Discounts for Debt Issuance

We recognize stock-based compensation expense to employees and directors, in general and administrative in our Consolidated Statements of Operations on a straight-line basis over the vesting period.

Forfeitures of share-based awards are recognized as they occur.

Deferred Financing Costs, Discounts and Premiums

External costs incurred from the placement of our debt are capitalized and amortized on a straight-line basis over the terms of the related borrowings which approximates the effective interest method.

1 unchanged sentence

Original issuance premium or discounts reflect the difference between the face amount of the debt issued and the cash proceeds received and are amortized on a straight-line basis over the term of the related borrowings.

Any difference between fair value and stated value of debt, assumed in an assets acquisition or business combination, is recorded as a discount or premium and amortized over the remaining term of the loan.

All premiums and discounts are recorded as an addition to or reduction from debt on our Consolidated Balance Sheets.

Amortization of deferred financing costs and original issuance premiums or discounts totaled $ 13.7 million, $ 12.9 million and $ 12.3 million for the years ended December 31, 2023, 2022 and 2021, respectively, and are recorded in interest expense on our Consolidated Statements of Operations.

OMEGA HEALTHCARE INVESTORS, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS – Continued

Net amortization of deferred financing costs and premiums or discounts totaled $ 10.4 million, $ 13.7 million and $ 12.9 million for the years ended December 31, 2024, 2023 and 2022, respectively, and are recorded in interest expense on our Consolidated Statements of Operations.

Earnings Per Share

2 unchanged sentences

Dilutive common shares reflect the assumed issuance of additional common shares pursuant to certain of our share-based compensation plans, including restricted stock and profit interest units, performance restricted stock and profit interest units, the assumed issuance of additional shares related to Omega OP Units held by outside investors.

OMEGA HEALTHCARE INVESTORS, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS – Continued

Noncontrolling Interests and Redeemable Limited Partnership Unitholder Interests

13 unchanged sentences

Our consolidated U.K.

operating subsidiaries held long-lived assets of $ 539.6 million and $ 453.4 million as of December 31, 2023 and 2022, respectively.

operating subsidiaries held long-lived assets of $ 1.1 billion and $ 539.6 million as of December 31, 2024 and 2023, respectively.

For our consolidated subsidiaries whose functional currency is not the USD, we translate their financial statements into the USD.

4 unchanged sentences

When the debt is remeasured against the functional currency of the entity, a gain or loss can result.

The resulting adjustment is reflected in results of operations within other expense - net, unless it is intercompany debt that is deemed to be long-term in nature in which case the adjustments are included in AOCI and a proportionate amount of gain or loss is allocated to noncontrolling interests, if applicable.

OMEGA HEALTHCARE INVESTORS, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS – Continued

The resulting adjustment is reflected in results of operations within other income (expense) - net, unless it is intercompany debt that is deemed to be long-term in nature in which case the adjustments are included in AOCI and a proportionate amount of gain or loss is allocated to noncontrolling interests, if applicable.

Derivative Instruments

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As a matter of policy, we do not use derivatives for trading or speculative purposes.

Our risk management program is designed to manage the exposure and volatility arising from these risks, and utilizes foreign currency forward contracts, interest rate swaps and debt issued in foreign currencies to offset a portion of these risks.

Our risk management program is designed to manage the exposure and volatility arising from these risks, and utilizes foreign currency forward contracts, interest rate swaps, interest rate caps and debt issued in foreign currencies to offset a portion of these risks.

OMEGA HEALTHCARE INVESTORS, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS – Continued

To qualify for hedge accounting, derivative instruments used for risk management purposes must effectively reduce the risk exposure that they are designed to hedge.

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investment, the cumulative balance of the remeasurement value is reclassified to the Consolidated Statements of Operations.

We conduct our operations and report financial results as one business segment.

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

Reclassifications

Certain line items on our Consolidated Statements of Cash Flows have been combined to conform to the current period presentation.

We previously reported assets held for sale of $ 261.2 million on the Consolidated Balance Sheet as of December 31, 2021.

As of December 31, 2022, $ 58.1 million of these assets no longer qualified as held for sale and were reclassified to assets held for use within the applicable line items in real estate assets – net on the Consolidated Balance Sheet as of December 31, 2021.

Certain amounts in the prior year period have been reclassified to conform to the current period presentation.

Income from direct financing leases, which was previously reported separately on our Consolidated Statements of Operations, is now included in rental income for all periods presented.

In addition, we previously reported assets held for sale of $ 93.7 million on the Consolidated Balance Sheet as of December 31, 2023.

In the first quarter of 2024 and the fourth quarter of 2024, it was determined that $ 12.2 million and $ 14.4 million, respectively, of these assets no longer qualified as held for sale and were reclassified to assets held for use within the applicable line items in real estate assets – net on the Consolidated Balance Sheet as of December 31, 2023.

Of the $ 26.6 million reclassified net of $ 11.1 million of accumulated depreciation, $ 30.9 million relates to buildings, $ 3.4 million relates to land and $ 3.4 million relates to furniture and equipment.

We recorded a $ 3.2 million cumulative catch-up adjustment to depreciation and amortization expense related to these facilities concurrent with the reclassification in the fourth quarter of 2022.

Recent Accounting Pronouncements

ASU – 2024-03, Income Statement – Reporting Comprehensive Income – Expense Disaggregation Disclosures (Subtopic 220-40):

Disaggregation of Income Statement Expenses

In November 2024, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) 2024-03, which requires disclosure of certain costs and expenses on an interim and annual basis in the notes to the financial statements.

The guidance is effective for the first annual reporting period beginning after December 15, 2026, and interim reporting periods within annual reporting periods beginning after December 15, 2027.

The amendments in this update are to be applied on a prospective basis, with the option for retrospective application.

Early adoption is permitted.

We are currently evaluating the potential impact of adopting this new guidance on our consolidated financial statements and disclosures.

ASU – 2023-09, Income Taxes (Topic 740):

Improvements to Income Tax Disclosures

In December 2023, the FASB issued ASU 2023-09, which modifies the rules on income tax disclosures to require entities to disclose (i) specific categories in the rate reconciliation, (ii) the income or loss from continuing operations before income tax expense or benefit (separated between domestic and foreign) and (iii) income tax expense or benefit from continuing operations (separated by federal, state and foreign).

The guidance also requires entities to disclose their income tax payments to international, federal, state and local jurisdictions.

The guidance is effective for annual periods beginning after December 15, 2024.

Early adoption is permitted.

The guidance should be applied on a prospective basis, but retrospective application is permitted.

We are currently evaluating the potential impact of adopting this new guidance on our consolidated financial statements and disclosures.

OMEGA HEALTHCARE INVESTORS, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS – Continued

Recent Accounting Pronouncements

ASU – 2023-07, Segment Reporting (Topic 280):

Improvements to Reportable Segment Disclosures

In November 2023, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) 2023-07, which expands public entities’ segment disclosures by requiring disclosure of significant segment expenses that are regularly provided to the CODM and included within each reported measure of segment profit or loss, an amount and description of its composition for other segment items, and interim disclosures of a reportable segment’s profit or loss and assets.

Additionally, all disclosure requirements under the guidance are also required for public entities with a single reportable segment.

The amendments are effective for fiscal years beginning after December 15, 2023, and for interim periods within fiscal years beginning after December 15, 2024.

Early adoption is permitted.

The amendments should be applied retrospectively to all prior periods presented in the financial statements.

The Company is evaluating the amendment to determine its impact on the Company’s disclosures.

ASU – 2023-05 - Business Combinations—Joint Venture Formations (Subtopic 805-60):

Recognition and Initial Measurement

On August 23, 2023, the FASB issued ASU 2023-05 requiring certain joint ventures, upon formation, to apply a new basis of accounting and initially measure most of their assets and liabilities at fair value in their financial statements.

ASU 2023-05 does not affect the accounting by the joint venture’s investors.

The guidance is effective for all joint ventures with a formation date on or after January 1, 2025, and early adoption is permitted either prospectively or retrospectively.

The Company is still evaluating its adoption timeline, methodology and the impact on its consolidated financial statements.

ASU – 2022-02, Financial Instruments – Credit Losses (Topic 326):

Troubled Debt Restructurings and Vintage Disclosures

On March 31, 2022, the FASB issued ASU 2022-02, which eliminates the recognition and measurement guidance for troubled debt restructurings (“TDRs”) and requires additional disclosures for certain loan modifications.

ASU 2022-02 also requires entities to disclose gross write-offs of financing receivables and net investments in leases by year of origination.

Omega elected to early adopt ASU 2022-02 on a prospective basis effective January 1, 2022.

During 2022, we had three loan modifications with two borrowers experiencing financial difficulty pursuant to ASU 2022-02, Guardian Healthcare (“Guardian”) and LaVie Care Centers, LLC (“LaVie,” f/k/a Consulate Health Care), that require additional disclosures.

During 2023, we had three loan modifications with two borrowers experiencing financial difficulty pursuant to ASU 2022-02, Maplewood Senior Living (along with affiliates, “Maplewood”) and Agemo Holdings, LLC (“Agemo”), that require additional disclosures.

The required disclosures for these loans are included in Note 5 – Contractual Receivables and Other Receivables and Lease Inducements, Note 7 – Real Estate Loans Receivable and Note 8 – Non-Real Estate Loans Receivable.

We have disclosed our gross write-offs of financing receivables and direct financing leases by year of origination in Note 9 – Allowance for Credit Losses.

In November 2023, the FASB issued ASU 2023-07, which is intended to improve reportable segment disclosures, primarily through enhanced disclosures about significant segment expenses, as well as how the Chief Operating Decision Maker (CODM) uses the reported measure(s) of segment profit or loss in assessing performance.

We have adopted the guidance in the fourth quarter of 2024 and have included the required disclosures for all periods presented within Note 23 – Segments.

The adoption of the new guidance and related codification improvements did not have a material impact to the Company’s financial position, results of operations and cash flows.

ASU – 2020-04, Financial Instruments – Reference Rate Reform (Topic 848)

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(1) Initial annual cash yield reflects the initial annual contractual cash rent divided by the purchase price.

(2) Total consideration paid for this acquisition was $ 62.7 million.

We allocated $ 11.9 million of the purchase consideration to a deferred tax asset related to net operating losses acquired in the transaction.

See Note 17 - Taxes for additional information.

(3) Relates to our acquisition of the remaining 51 % ownership interest in the Cindat Joint Venture, discussed below under “Cindat Portfolio Acquisition.” Total costs to be allocated for this acquisition was $ 461.9 million, inclusive of our previously held equity interest of $ 97.0 million.

We allocated $ 53.8 million of the costs to be allocated to other assets acquired in the transaction and we allocated $ 13.0 million of the costs to be allocated to other liabilities assumed in the transaction.

(4) Reflects the yield based on cash consideration, the assumption of a mortgage loan, deferred contingent consideration and the previously held equity interest in the unconsolidated real estate joint venture.

See “Cindat Portfolio Acquisition” below for additional information.

Cindat Portfolio Acquisition

As of December 31, 2023, we held a 49 % interest in an unconsolidated real estate joint venture owning 63 facilities in the U.K.

(the “Cindat Joint Venture”) accounted for using the equity method of accounting.

As of December 31, 2023, our equity interest was $ 97.6 million.

The 63 facilities are subject to leases with two operators that have contractual rent of $ 43.6 million per annum with minimum escalators between 1.0 % to 2.0 % that can escalate further based on certain inflationary measures.

In July 2024, we acquired the remaining 51 % interest in the Cindat Joint Venture for total consideration of $ 364.9 million inclusive of:

(i) $ 98.9 million of cash consideration including direct transaction costs, (ii) the assumption of a £ 188.6 million mortgage loan (the “2026 Mortgage Loan”) with an estimated fair value of $ 264.0 million and (iii) deferred contingent consideration of $ 2.0 million that was paid in December 2024.

The fair market value of the mortgage debt assumed was determined by discounting the remaining contractual cash flows using a current market rate of interest of comparable debt instruments.

Following the acquisition, we own 100 % of the equity interests in the entity that owns the Cindat portfolio, and accordingly, we will consolidate its results in our consolidated financial statements going forward.

The acquired interest was accounted for as an asset acquisition as substantially all of the fair value of the gross assets acquired is concentrated in a group of similar identifiable assets.

Under our existing accounting policy election, we follow the asset acquisition cost accumulation and allocation model.

Accordingly, we did not remeasure our previously held $ 97.0 million equity interest, as of the acquisition date, at fair value.

OMEGA HEALTHCARE INVESTORS, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS – Continued

The following table summarizes the assets and liabilities recorded as part of the acquisition as of the date of the acquisition:

(in thousands)

Costs to be allocated:

49 % equity method investment in Cindat Joint Venture

Consideration for additional 51 % interest in Cindat Joint Venture

Fair market value of debt assumed

Total acquisition cost to be allocated

Net assets acquired:

Real estate assets

Non-real estate loans receivable

Cash and cash equivalents

Restricted cash

Contractual receivables

Accrued expenses and other liabilities

Net assets acquired

2023 Acquisitions

The following table summarizes the significant asset acquisitions that occurred in 2023:

Total Real Estate

Assets Acquired

Country/State

(in millions)

Cash Yield (1)

(1) Initial annual cash yield reflects the initial annual contractual cash rent divided by the purchase price.

(2) In connection with this acquisition, the Company recorded $ 9.9 million of right-of-use assets and lease liabilities associated with ground leases assumed in the acquisition.

1 unchanged sentence

(4) Of the 10 % initial annual cash yield for this acquisition, 2 % can be deferred.

OMEGA HEALTHCARE INVESTORS, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS – Continued

2022 Acquisitions

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The EATs also held cash of $ 23.9 million as of December 31, 2022.

OMEGA HEALTHCARE INVESTORS, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS – Continued

2021 Acquisitions

The following table summarizes the significant asset acquisitions that occurred in 2021:

Total Real Estate

Assets Acquired (1)

Country/State

(in millions)

Cash Yield (2)

AZ, CA, FL, IL, NJ, OR, PA, TN, TX, VA, WA

(1) Excludes $ 10.6 million of land acquisitions, $ 58.6 million of non-cash acquisitions of facilities previously subject to mortgage loans with Omega in which principal amounts under the loan agreements were reduced or settled in exchange for title to the facilities (See Note 7 – Real Estate Loans Receivable), and $ 1.2 million of transaction costs incurred related to the non-cash acquisitions.

(2) Initial annual cash yield reflects the initial annual contractual cash rent divided by the purchase price.

On January 20, 2021, we acquired 24 senior living facilities from Healthpeak Properties, Inc.

for $ 511.3 million.

The acquisition involved the assumption of an in-place master lease with Brookdale Senior Living Inc.

We recognized approximately $ 45.0 million of rental income for the year ended December 31, 2021 under this master lease, which includes 24 facilities representing 2,552 operating units.

Construction in progress and capital expenditure investments

We invested $ 106.7 million, $ 82.5 million and $ 64.4 million, respectively under our construction in progress and capital improvement programs during the years ended December 31, 2024, 2023 and 2022.

As of December 31, 2024, construction in progress included three projects consisting of the development of a SNF in Virginia, a SNF in Florida and an ALF in Washington D.C.

During the second quarter of 2023, we purchased land located in Virginia (not reflected in the table above) for approximately $ 0.8 million that we plan to develop into a SNF.

1 unchanged sentence

We are committed to a maximum funding of $ 15.2 million for the development of the land.

As of December 31, 2023, $ 2.4 million was included in construction in progress related to this development project.

In the second quarter of 2021, we placed a $ 41.1 million construction project for a new build ALF in New Jersey into service and began recognizing revenue associated with this project in the third quarter of 2021.

The lease for this facility provides for an annual cash yield of 7 % of the amount funded in the first year following the completion of construction increasing to 8 % in year two with 2.5 % annual escalators thereafter.

As of December 31, 2024 and 2023, $ 2.5 million and $ 2.4 million, respectively, was included in construction in progress related to this development project.

OMEGA HEALTHCARE INVESTORS, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS – Continued

During the third quarter of 2021, we purchased a real estate property located in Washington, D.C.

(not reflected in the table above) for approximately $ 68.0 million and plan to redevelop the property into a 174 bed ALF.

Concurrent with the acquisition, we entered into a single facility lease for this property with Maplewood Senior Living (along with affiliates, “Maplewood”) through August 31, 2045.

For accounting purposes, the lease will commence upon the substantial completion of construction of the ALF, which is currently expected to be in 2025.

for approximately $ 68.0 million and are redeveloping the property into a 174 bed ALF.

Concurrent with the 2021 acquisition, we entered into a single facility lease for this property with Maplewood Senior Living (along with affiliates, “Maplewood”).

The original lease was terminated in November 2024 and replaced with a new 24-year single facility lease with an entity that is jointly owned by Maplewood and a third-party investor.

For accounting purposes, the new lease will commence upon the substantial completion of construction of the ALF, which is currently expected to be in February 2025.

The lease provides for the accrual of financing costs at a rate of 5 % per annum during the construction phase.

The lease provides for an annual cash yield of 6 % in the first year following the completion of construction, increasing to 7 % in year two and 8 % in year three with 2.5 % annual escalators thereafter.

Rent can be deferred by the operator for months in which certain operating metrics are not met.

Deferred rent bears interest at 5 % per annum and is required to be repaid in any month in which certain operating metrics are met.

In connection with the new lease, the operator prefunded $ 5.5 million into an account, which can be drawn from by Omega to pay rent once it commences.

We are committed to a maximum funding of $ 225.8 million for the redevelopment of the real estate property, subject to ordinary development related cost changes (see Note 20 – Commitments and Contingencies) .

Excluding the initial acquisition cost associated with the land, Omega capitalized costs of $ 72.0 million, $ 51.2 million and $ 14.9 million, respectively, related to this development project for the years ended December 31, 2024, 2023 and 2022.

As of December 31, 2023, $ 136.0 million was included in construction in progress related to this development project.

OMEGA HEALTHCARE INVESTORS, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS – Continued

As of December 31, 2024 and 2023, $ 208.0 million and $ 136.0 million, respectively, was included in construction in progress related to this development project.

NOTE 4 – ASSETS HELD FOR SALE, DISPOSITIONS AND IMPAIRMENTS

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Amount of assets held for sale (in thousands)

During the fourth quarter of 2023, we reclassified a total of four SNFs, with an aggregate net book value of $ 27.6 million, to assets held for sale as a result of the exercise of a purchase option by an operator.

The estimated fair value of the facilities, based on the estimated proceeds from the sale, exceeds the net book value and as a result, no impairment was recorded in connection with reclassifying these assets to held for sale.

Ten of the facilities that were classified as held for sale at December 31, 2024 were subsequently sold during the first quarter of 2025 for gross cash proceeds of $ 54.2 million.

2024 Activity

During the year ended December 31, 2023, we sold 69 facilities ( 64 SNFs, two ALFs, one ILF, one specialty facility and one MOB) subject to operating leases for $ 585.0 million in net cash proceeds, recognizing net gains of $ 79.7 million.

Our 2023 facility sales were primarily driven by restructuring transactions and negotiations related to our lease agreements with Guardian and LaVie.

During the year ended December 31, 2024, we sold 21 facilities ( 14 SNFs, six ALFs and one specialty facility) for $ 95.0 million in net cash proceeds, recognizing a net gain of approximately $ 13.2 million.

2023 Activity

During the year ended December 31, 2023, we sold 69 facilities ( 64 SNFs, two ALFs, one ILF, one specialty facility and one MOB) for $ 585.0 million in net cash proceeds, recognizing net gains of $ 79.7 million.

Our 2023 facility sales were primarily driven by restructuring transactions and negotiations related to our lease agreements with Guardian Healthcare (“Guardian”) and LaVie Care Centers, LLC (“LaVie”).

In the second quarter of 2023, we sold five facilities that were previously leased to Guardian and were included in assets held for sale as of March 31, 2023.

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The one facility sale during the second quarter of 2023 and related seller financing did not meet the contract criteria to be recognized under ASC 610-20.

During the year ended December 31, 2023, we received interest of $ 0.7 million related to such seller financing, which was deferred and recorded as a contract liability within accrued expenses and other liabilities on our Consolidated Balance Sheets.

OMEGA HEALTHCARE INVESTORS, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS – Continued

In the third quarter of 2023, we sold seven facilities subject to operating agreements with LaVie for $ 84.4 million in purchase consideration, which included cash proceeds of $ 14.8 million and an aggregate $ 69.6 million pay-off of the outstanding principal and accrued interest on seven HUD mortgages on the sold properties made by the buyer, on Omega’s behalf.

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The sale resulted in a net gain of $ 6.5 million.

OMEGA HEALTHCARE INVESTORS, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS – Continued

2022 Activity

During the year ended December 31, 2022, we sold 66 facilities subject to operating leases for approximately $ 759.0 million in net cash proceeds, recognizing a net gain of approximately $ 360.0 million.

During the year ended December 31, 2022, we sold 66 facilities for approximately $ 759.0 million in net cash proceeds, recognizing a net gain of approximately $ 360.0 million.

Our 2022 sales were primarily driven by restructuring transactions and negotiations related to our lease agreements with the following operators:

Gulf Coast Health Care LLC (together with certain affiliates “Gulf Coast”), Guardian Healthcare (“Guardian”) and Agemo Holdings, LLC (“Agemo”).

Gulf Coast Health Care LLC (together with certain affiliates “Gulf Coast”), Guardian and Agemo Holdings, LLC (“Agemo”).

In addition, during the fourth quarter of 2022, we sold 11 facilities previously leased to and operated by LaVie which did not meet the contract criteria to be recognized under ASC 610-20.

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As we have determined it is not probable that we will receive any additional funds, we have not recorded any income related to the earnout clause.

In addition, we transitioned one facility that was previously leased and operated by Gulf Coast to another operator in the second quarter of 2022.

The transition and sale of these facilities completed our exit from our relationship with Gulf Coast.

During the first and second quarter of 2022, we sold nine total facilities that were leased to Guardian for $ 39.5 million in net proceeds, which resulted in a net gain of $ 13.7 million.

In the third and fourth quarter of 2022, we sold 22 facilities that were previously leased to Agemo for $ 358.7 million in net proceeds, which resulted in a net gain of $ 218.9 million.

2021 Activity

During the year ended December 31, 2021, we sold 48 facilities for approximately $ 318.5 million in net cash proceeds, recognizing a net gain of approximately $ 161.6 million.

Sales Not Recognized

As of December 31, 2024 and 2023, we had three and one facility sales, respectively, that were not recognized as a result of not meeting the contract criteria under ASC 610-20 at the legal sale date.

During the years ended December 31, 2024 and 2023, we received interest of $ 1.7 million and $ 6.4 million, respectively, related to seller financing provided in connection with sales that were not recognized at the legal sale date.

The interest received was deferred and recorded as a contract liability within accrued expenses and other liabilities on our Consolidated Balance Sheets.

OMEGA HEALTHCARE INVESTORS, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS – Continued

Real Estate Impairments

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During the year ended December 31, 2024, we recorded impairments of approximately $ 23.8 million on 14 facilities.

Of the $ 23.8 million, $ 10.9 million related to six facilities that were classified as held for sale ( four of which were subsequently sold) for which the carrying values exceeded the estimated fair values less costs to sell, and $ 12.9 million related to eight held for use facilities (of which $ 7.2 million relates to four closed facilities) for which the carrying value exceeded the fair value.

Of the $ 12.9 million, $ 5.3 million related to three facilities that were subsequently sold during the year but did not meet the criteria to be classified as held for sale when the impairments were recognized.

2023 Activity

During the year ended December 31, 2023, we recorded impairments of approximately $ 91.9 million on 25 facilities.

Of the $ 91.9 million, $ 2.6 million related to two facilities that were classified as held for sale (and subsequently sold) for which the carrying values exceeded the estimated fair values less costs to sell, and $ 89.3 million related to 23 held for use facilities (of which $ 48.0 million relates to three facilities that were closed during the year) for which the carrying value exceeded the fair value.

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$ 10.0 million of the 2022 impairments recorded on four held-for-use facilities relate to the 2.0 % Operator discussed in Note 5 – Contractual Receivables and Other Receivables and Lease Inducements.

2021 Activity

During the year ended December 31, 2021, we recorded impairments of approximately $ 44.7 million on 14 facilities which were sold or classified as held for sale for which the carrying values exceeded the estimated fair values less costs to sell.

OMEGA HEALTHCARE INVESTORS, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS – Continued

To estimate the fair value of the facilities, for the impairments noted above, we utilized a market approach which considered binding sale agreements (a Level 1 input) or non-binding offers from unrelated third parties and/or broker quotes (a Level 3 input).

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Other receivables and lease inducements

Cash basis operators and straight-line receivable write-offs

OMEGA HEALTHCARE INVESTORS, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS – Continued

Cash basis operators and straight-line rent receivable write-offs

We review our collectibility assumptions related to our operator leases on an ongoing basis.

During the year ended December 31, 2024, we placed one existing operator and three new operators, which Omega did not previously have a relationship with prior to 2024, on a cash basis of revenue recognition as collection of substantially all contractual lease payments due from them was not deemed probable.

There was a $ 2.8 million write-off of straight-line rent receivable associated with placing the existing operator on a cash basis of revenue recognition.

The lease agreements with the three new operators were executed in 2024 as part of the transitions of facilities from other operators, and we placed them on a cash basis concurrent with the lease commencement dates, so there were no straight-line rent receivable write-offs associated with placing these operators on a cash basis.

During the year ended December 31, 2023, we placed one existing operator and two new operators on a cash basis of revenue recognition as collection of substantially all contractual lease payments due from them was not deemed probable.

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Omega did not previously have relationships with the two new operators placed on a cash basis of revenue recognition prior to the second quarter of 2023.

The new lease agreements with each of the two new operators were executed in the second quarter of 2023 as part of transitions of facilities from other operators, and we placed them on a cash basis concurrent with the respective lease commencement dates, so there were no straight-line rent write-offs associated with moving these operators to a cash basis.

During the years ended December 31, 2022 and 2021, we placed nine and six additional operators on a cash basis of revenue recognition, respectively, as collection of substantially all contractual lease payments due from them was no longer deemed probable.

In connection with placing these operators on a cash basis, we recognized $ 119.8 million and $ 36.0 million in total straight-line accounts receivable and lease inducement write-offs through rental income during the years ended December 31, 2022 and 2021, respectively.

The new lease agreements with each of the two new operators were executed in the respective lease commencement dates, so there were no straight-line rent receivable write-offs associated with moving these operators to a cash basis.

During the year ended December 31, 2023, we transitioned the portfolios of four cash basis operators with an aggregate of 48 facilities to new or amended leases with five operators.

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These termination payments are deferred and recognized within depreciation and amortization expense on a straight-line basis over the term of the master lease.

OMEGA HEALTHCARE INVESTORS, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS – Continued

During the year ended December 31, 2022, we placed nine additional operators on a cash basis of revenue recognition as collection of substantially all contractual lease payments due from them was no longer deemed probable.

In connection with placing these operators on a cash basis, we recognized $ 119.8 million in total straight-line rent receivable and lease inducement write-offs through rental income during the year ended December 31, 2022.

During the years ended December 31, 2024, 2023 and 2022, we also wrote-off $ 1.4 million, $ 8.1 million and $ 3.2 million of straight-line rent receivable balances through rental income as a result of transitioning facilities between existing operators.

As of December 31, 2023, we had 19 operators on a cash basis for revenue recognition, which represent 23.9 %, 32.5 % and 34.2 % of our total revenues (excluding the impact of write-offs) for the years ended December 31, 2023, 2022 and 2021, respectively.

As of December 31, 2022, we had 20 operators on a cash basis for revenue recognition, which represent 36.5 % and 39.2 % of our total revenues (excluding the impact of write-offs) for the years ended December 31, 2022 and 2021, respectively.

As of December 31, 2024, we had 21 operators on a cash basis for revenue recognition, which represent 20.5 %, 22.1 % and 25.6 % of our total revenues for the years ended December 31, 2024, 2023 and 2022, respectively.

As of December 31, 2023, we had 19 operators on a cash basis for revenue recognition, which represent 23.1 % and 25.9 % of our total revenues for the years ended December 31, 2023 and 2022, respectively.

These amounts include the impact of straight-line rent receivable, lease inducement and effective yield interest receivable write-offs of $ 4.2 million, $ 20.6 million and $ 124.8 million for the years ended December 31, 2024, 2023 and 2022, respectively.

Rent Deferrals and Application of Collateral

During the years ended December 31, 2023, 2022 and 2021, we allowed ten , ten and two operators to defer $ 35.9 million, $ 27.0 million and $ 15.6 million ($ 9.3 million of which was granted retrospectively) of contractual rent and interest, respectively.

During the years ended December 31, 2024, 2023 and 2022, we allowed four , ten and ten operators to defer $ 4.3 million, $ 35.9 million and $ 27.0 million of contractual rent and interest, respectively.

The deferrals during the year ended December 31, 2024 primarily related to Maplewood ($ 3.5 million).

The deferrals during the year ended December 31, 2023 primarily related to the following operators:

LaVie ($ 19.0 million), Healthcare Homes Limited (“Healthcare Homes”) ($ 8.2 million), Agemo ($ 1.9 million) and Maplewood ($ 1.8 million).

Additionally, we allowed six , seven and two operators to apply collateral, such as security deposits or letters of credit, to contractual rent and interest during the years ended December 31, 2023, 2022 and 2021, respectively.

During the years ended December 31, 2024, 2023 and 2022, we received repayments of deferred rent of $ 2.1 million, $ 1.4 million and $ 0.3 million, respectively.

OMEGA HEALTHCARE INVESTORS, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS – Continued

Additionally, we allowed six , six and seven operators to apply collateral, such as security deposits or letters of credit, to contractual rent and interest during the years ended December 31, 2024, 2023 and 2022, respectively.

The total collateral applied to contractual rent and interest was $ 2.2 million, $ 17.6 million and $ 11.0 million for the years ended December 31, 2024, 2023 and 2022 respectively.

Operator updates

Agemo was formed in May 2018 by Signature Healthcare, LLC, as part of an out-of-court restructuring agreement, to be the holding company of their leases and loans with Omega.

As part of that restructuring agreement, we agreed to, among other things, allow for the deferral of $ 6.3 million of rent per annum for a 3-year period (the “Agemo Rent Deferral”).

We placed Agemo on a cash basis of revenue recognition during the third quarter of 2020 as we received information regarding substantial doubt of their ability to continue as a going concern.

Agemo continued to make their rental and interest payments to us until July 2021.

After July 2021, Agemo made one month of contractual rent and interest payments for the remainder of fiscal year 2021.

On September 30, 2021, the Company entered into a forbearance agreement related to Agemo’s defaults under its lease and loan agreements (the “Agemo Forbearance Agreement”), which was amended to extend the forbearance period through January 2022 and the lease agreement was amended to extend the Agemo Rent Deferral through January 2022.

Agemo continued to not pay contractual rent and interest due under its lease and loan agreements during the year ended December 31, 2022.

Agemo, an operator on a cash basis of revenue recognition, did not pay contractual rent and interest due under its lease and loan agreements during the year ended December 31, 2022.

Omega had previously entered into a forbearance agreement related to Agemo’s defaults under its lease and loan agreements (the “Agemo Forbearance Agreement”) in 2021.

As part of a May 2018 restructuring agreement, we also agreed to, among other things, allow for the deferral of $ 6.3 million of rent per annum for a 3-year period (the “Agemo Rent Deferral”).

The Agemo Forbearance Agreement was amended multiple times throughout 2022 and the most recent 2022 amendment on December 30, 2022 extended the forbearance period through January 31, 2023 .

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As discussed in Note 4 – Assets Held for Sale, Dispositions and Impairments, we sold 22 facilities, subject to the Agemo lease agreement, during 2022.

OMEGA HEALTHCARE INVESTORS, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS – Continued

In the first quarter of 2023, Omega and Agemo entered into a restructuring agreement, an amended and restated master lease and a replacement loan agreement for two replacement loans.

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Agemo resumed making contractual rent and interest payments during the second quarter of 2023 in accordance with the restructuring terms discussed above.

We recorded rental income of $ 17.4 million for the year ended December 31, 2023 for the contractual rent payments that were received.

No interest income was recognized during the year ended December 31, 2023 on the two loans with Agemo because these loans are on non-accrual status and we are utilizing the cost recovery method, under which any payments are applied against the principal amount.

We recorded rental income of $ 23.8 million and $ 17.4 million for the years ended December 31, 2024 and 2023, respectively, for the contractual rent payments that were received.

No interest income was recognized during the years ended December 31, 2024 and 2023 on the two loans with Agemo because these loans are on non-accrual status and we are utilizing the cost recovery method, under which any payments are applied against the principal amount.

See Note 8 – Non-Real Estate Loans Receivable for further discussion on the impact of the restructuring on the loans.

Revenue from Agemo represents approximately 1.8 %, 0.0 % and 3.9 % of our total revenues (excluding the impact of write-offs) for the years ended December 31, 2023, 2022 and 2021, respectively.

OMEGA HEALTHCARE INVESTORS, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS – Continued

In the fourth quarter of 2022, Omega began the process of restructuring the portfolio with LaVie, which primarily consists of two master lease agreements and two term loan agreements.

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As a result of the restructuring activities during 2022 and future expected restructuring activities, during the fourth quarter of 2022, we placed LaVie on a cash basis of revenue recognition and wrote-off approximately $ 58.0 million of straight-line rent receivables and lease inducements.

OMEGA HEALTHCARE INVESTORS, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS – Continued

During 2023, we continued the process of restructuring our portfolio with LaVie by amending the lease agreements with LaVie to allow for a partial rent deferral of $ 19.0 million for the first four months of 2023, transitioning two facilities previously subject to the master lease with LaVie to another operator during the second quarter of 2023 and selling seven facilities previously subject to the master lease with LaVie to a third party during the third quarter of 2023.

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As LaVie was placed on a cash basis of revenue recognition for lease purposes in the fourth quarter of 2022, only the $ 5.3 million and $ 37.0 million, respectively, of contractual rent payments that were received from LaVie were recorded as rental income during the three months and year ended December 31, 2023.

In January 2024, LaVie paid $ 1.45 million of contractual rent, a short pay of $ 1.85 million of the $ 3.3 million due under its lease agreement.

Revenue from LaVie represents approximately 3.8 %, 11.1 % and 9.5 % of our total revenues (excluding the impact of straight-line write-offs) for the years ended December 31, 2023, 2022 and 2021, respectively.

During the fourth quarter of 2022, Omega began discussions with Maplewood to restructure their portfolio, which includes a lease agreement and revolving credit facility.

LaVie continued to short pay contractual rent throughout the first quarter of 2024 and into the second quarter of 2024.

In June 2024, LaVie commenced voluntary cases under Chapter 11 of the U.S.

Bankruptcy Code in the U.S.

Bankruptcy Court for the Northern District of Georgia, Atlanta Division (the “Bankruptcy Court”).

LaVie will continue to operate, as a debtor-in-possession, the 30 facilities subject to a master lease agreement with Omega, unless and until LaVie’s leasehold interest under the master lease agreement is rejected or assumed and assigned.

On December 5, 2024, a plan of reorganization was confirmed by the Bankruptcy Court, pursuant to which the LaVie master lease agreement will be assumed and assigned by certain of the reorganized debtor(s) upon the effective date of the plan.

We committed to provide, along with another lender, $ 10 million of a $ 20 million junior secured debtor-in-possession (“DIP”) financing to LaVie, as further discussed in Note 8 – Non-Real Estate Loans Receivable.

As a condition of the DIP financing, LaVie is required to pay Omega full contractual rent under its lease agreement.

We determined LaVie was a VIE after it became a debtor-in-possession and following the issuance of the DIP financing loan.

Omega is not the primary beneficiary of LaVie because we do not have the power to control the activities that most significantly impact LaVie’s economic performance.

See Note 10 – Variable Interest Entities, for additional disclosures surrounding our VIEs.

OMEGA HEALTHCARE INVESTORS, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS – Continued

Prior to its bankruptcy filing, LaVie paid Omega $ 1.5 million in April 2024 and $ 1.5 million in May 2024.

The April 2024 and May 2024 payments were short of full contractual rent by $ 1.7 million and $ 1.5 million, respectively.

Following the bankruptcy filing, LaVie paid contractual rent of $ 2.9 million in June 2024, which reflects full contractual rent prorated for the period after LaVie entered bankruptcy and a $ 0.1 million short pay for the several days prior to the filing.

In the third quarter of 2024, LaVie resumed making full contractual rent payments of $ 9.2 million due under its lease agreement, which continued through the fourth quarter of 2024 with LaVie making a full contractual rent payment of $ 9.1 million.

As LaVie is on a cash basis of revenue recognition for lease purposes, rental income recorded was equal to cash received of $ 28.6 million during the year ended December 31, 2024.

We did no t recognize any interest income related to LaVie during the years ended December 31, 2024, 2023 and 2022 as the three loans outstanding have PIK interest and are on non-accrual status.

During the fourth quarter of 2022, Omega began discussions with Maplewood to restructure its portfolio, which includes a lease agreement and a secured revolving credit facility (the “Maplewood Revolver”).

During the fourth quarter of 2022, we placed Maplewood on a cash basis of revenue recognition and wrote-off approximately $ 29.3 million of straight-line rent receivables and lease inducements.

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● fund $ 22.5 million of capital expenditures through December 31, 2025;

● extend the maturity date of the secured revolving credit facility from June 2030 to June 2035 with one borrower 2-year extension option;

● extend the maturity date of the Maplewood Revolver from June 2030 to June 2035 with one borrower 2-year extension option;

● increase the capacity of the secured revolving credit facility from $ 250.5 million to $ 320.0 million, inclusive of payment-in-kind (“PIK”) interest applied to principal ;

● convert the 7 % per annum cash interest due on the secured revolving credit facility to all PIK interest in 2023, 1 % cash interest and 6 % PIK interest in 2024, and 4 % cash interest and 3 % PIK interest in 2025 and through the maturity date;

● convert the 7 % per annum cash interest due on the Maplewood Revolver to all PIK interest in 2023, 1 % cash interest and 6 % PIK interest in 2024, and 4 % cash interest and 3 % PIK interest in 2025 and through the maturity date;

● pay a one-time option termination fee of $ 12.5 million to Maplewood;

● reduce Maplewood’s share of any future potential sales proceeds (in excess of our gross investment) by the unpaid deferred rent balance, the $ 22.5 million of capital expenditures and the $ 12.5 million option termination fee payment.

Shortly after the restructuring was completed, on March 31, 2023, Greg Smith, the principal and chief executive officer of Maplewood, passed away.

Smith had been a guarantor of Maplewood’s contractual obligations pursuant to a $ 40.0 million limited unconditional guaranty agreement.

Maplewood began to short pay contractual rent under its lease agreement during the second quarter of 2023, which continued through the end of the third quarter of 2024 as discussed further below.

Smith’s passing in 2023, Omega has been in discussions with the Greg Smith estate (the “Estate”) in order to protect our interests, including Mr.

Smith’s guaranty, and facilitate an orderly transition of Mr.

Smith’s controlling equity interest in Maplewood to key members of the existing Maplewood management team (the “Key Principals”).

Under the proposed transition, the Key Principals would become the new majority equity holders in the Maplewood entities.

OMEGA HEALTHCARE INVESTORS, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS – Continued

Maplewood began to short pay contractual rent during the second quarter of 2023, which continued into the fourth quarter of 2023 with Maplewood paying $ 9.8 million of contractual rent, a short pay of $ 7.5 million of the $ 17.3 million due under its lease agreement in the fourth quarter of 2023.

Omega applied $ 1.8 million of Maplewood’s security deposit towards the fourth quarter shortfall and recognized rental income of $ 11.6 million for the three months ended December 31, 2023.

The security deposit was fully exhausted in the fourth quarter of 2023.

In order to accelerate a negotiated transition process, in May 2024, Omega sent a demand letter to Maplewood and the Estate notifying them of multiple events of default under Maplewood’s lease, loan and related agreements with Omega, including Mr.

Smith’s guaranty, including failure to pay full contractual rent and interest for periods in 2023 and 2024.

Omega exercised its contractual rights in connection with these defaults, demanded immediate repayment of past due contractual rent and replenishment of the security deposit and accelerated all principal and accrued interest due to Omega under the Maplewood Revolver, which had $ 301.7 million outstanding as of December 31, 2024, including PIK interest that is not recorded for accounting purposes.

We also filed a lawsuit during the second quarter of 2024 to, among other things, foreclose on the pledged equity and assets of Maplewood.

After sending the demand letter, in June 2024, Omega executed a non-binding term sheet with the Key Principals outlining the terms of the proposed transition, which includes maintaining the Maplewood lease agreement and the Maplewood Revolver provided by Omega.

On July 31, 2024, we entered into a settlement agreement (the “Settlement Agreement”) with the Estate and submitted it to the probate court for approval.

The Settlement Agreement, among other things, grants Omega the right to direct the assignment of Mr.

Smith’s equity to the Key Principals, their designee(s) or another designee of Omega’s choosing, with the Estate remaining liable under Mr.

Smith’s guaranty until the transition is complete or one year from the court’s approval date, if earlier, and requires Omega to refrain from exercising contractual rights or remedies in connection with the defaults.

On August 26, 2024, the probate court approved the Settlement Agreement, and in October 2024, following the probate court’s final and non-appealable order approving the Settlement Agreement, we requested and were granted a dismissal without prejudice of our lawsuit against, among others, the Estate.

We are still awaiting regulatory approvals related to licensure of the operating assets before the transition will be completed.

Maplewood began to short pay contractual rent during the second quarter of 2023, which continued throughout 2023 and 2024.

For the year ended December 31, 2023, Maplewood paid total contractual rent of $ 57.8 million, a total short pay of $ 11.5 million of the $ 69.3 million due under the lease agreement for the year.

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As Maplewood is on a cash basis of revenue recognition, the inducement was immediately expensed and was recorded as a reduction to the $ 62.6 million of rental income recognized for the year ended December 31, 2023.

For the year ended December 31, 2024, Maplewood paid total contractual rent of $ 47.5 million, a total short pay of $ 24.5 million of the $ 72.0 million (consisting of $ 69.3 million of contractual rent and $ 2.7 million of contractual interest) due under the lease and loan agreements for the year.

Maplewood’s $ 4.8 million security deposit was fully exhausted in the fourth quarter of 2023, so we were unable to apply collateral to unpaid rent and interest in 2024.

In January 2025, Maplewood short-paid the contractual rent amount due under its lease agreement by $ 1.3 million.

We continue to take actions to preserve our rights and are in discussions with Maplewood to address the deficiency.

As discussed further in Note 5 – Real Estate Loans Receivable, we recorded interest income of $ 1.5 million on the secured revolving credit facility during the three months ended March 31, 2023 for the contractual interest payment received related to December 2022, as the loan was placed on non-accrual status for interest recognition during the fourth quarter of 2022.

Revenue from Maplewood represents approximately 6.6 %, 8.9 % and 7.9 % of our total revenues (excluding the impact of straight-line write-offs) for the years ended December 31, 2023, 2022 and 2021, respectively.

Guardian did not make rent and interest payments under its lease and mortgage loan agreements during the fourth quarter of 2021.

As a result of Guardian’s non-payment of contractual rent and the anticipated restructuring of its agreements, in the fourth quarter of 2021, we placed Guardian on a cash basis of revenue recognition and wrote-off approximately $ 14.0 million of straight-line rent receivables and lease inducements through rental income.

In the fourth quarter of 2021, we began negotiations to restructure Guardian’s lease and loan agreements.

In connection with the restructuring negotiations, on December 30, 2021, we acquired 2 facilities, previously subject to the Guardian mortgage loan, in consideration for a reduction of $ 8.7 million in the mortgage principal and added the facilities to the master lease agreement.

Guardian continued to not pay contractual rent and interest due under its lease and mortgage loan agreements during the first quarter of 2022.

As discussed further in Note 7 – Real Estate Loans Receivable, we recorded interest income of zero , $ 1.5 million and $ 14.7 million on the Maplewood Revolver during the years ended December 31, 2024, 2023 and 2022, respectively.

Guardian, an operator on a cash basis of revenue recognition, did not pay contractual rent and interest due under its lease and mortgage loan agreements during the first quarter of 2022.

During the first and second quarters of 2022, we completed significant restructuring activities related to the Guardian lease and loan portfolio.

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As part of the restructuring agreement and related agreements, Omega agreed to, among other things:

● extend the lease and loan maturity dates from January 31, 2027 to December 31, 2031 and allow Guardian the option to extend the maturity date for both the lease and loan through September 30, 2034 , subject to certain conditions;

● reduce the combined rent and mortgage interest to an aggregate $ 24.0 million per year as of July 1, 2022 ( $ 15.0 million in rent and $ 9.0 million in interest) with annual escalators of 2.25 % beginning in January 2023;

● allow Guardian to retrospectively defer $ 18.0 million of aggregate contractual rent and interest that it failed to pay from October 2021 through March 2022 (consisting of $ 12.2 million of deferred rent and $ 5.8 million of deferred interest), with repayment required beginning after September 30, 2024, based on certain financial metrics, and in full by December 31, 2031, or the earlier termination of the lease for any reason.

OMEGA HEALTHCARE INVESTORS, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS – Continued

Following the execution of the restructuring agreement, Guardian resumed paying contractual rent and interest during the second quarter of 2022 and continued such payments throughout the third and fourth quarters of 2022, in accordance with the restructuring terms.

Following the execution of the restructuring agreement, Guardian resumed paying contractual rent and interest during the second quarter of 2022 and continued such payments for the remainder of 2022, in accordance with the restructuring terms.

For the year ended December 31, 2022, we recorded rental income of $ 11.3 million for the contractual rent payments that were received.

4 unchanged sentences

In August 2023, Guardian failed to make the contractual rent payment due under its lease agreement and continued to fail to make the required contractual rent payments due under its lease agreement throughout the remainder of 2023.

During the third and fourth quarters of 2023, we applied $ 2.9 million and $ 4.4 million, respectively, of Guardian’s security deposit to fund the unpaid rent.

As Guardian is on a cash basis of revenue recognition, we recorded rental income of $ 4.4 million and $ 16.8 million for the three months and year ended December 31, 2023, respectively, for the contractual rent payments that were received from Guardian and through the application of Guardian’s security deposit.

Following the application of the security deposit in the third and fourth quarters of 2023, we had a $ 0.1 million security deposit remaining as of December 31, 2023, which can be applied to future rent shortfalls.

We are in discussions to sell or release to another operator the facilities included in Guardian’s master lease.

In January 2024, Guardian did not pay the contractual rent amount due under its lease agreement of $ 1.5 million.

We applied $ 6.3 million of Guardian’s security deposit to fund the unpaid rent for payment missed in the third and fourth quarters.

As Guardian is on a cash basis of revenue recognition, we recorded rental income of $ 16.8 million for the year ended December 31, 2023, respectively, for the contractual rent payments that were received from Guardian and through the application of Guardian’s security deposit.

Guardian continued to fail to make the contractual rent payment due under its lease agreement during the first quarter of 2024.

As such, we only recorded rental income of $ 0.1 million related to our lease with Guardian for the three months ended March 31, 2024 for the application of Guardian’s remaining security deposit to fund a portion of the unpaid rent.

In April 2024, we transitioned the remaining six facilities previously included in Guardian’s master lease to a new operator for minimum initial contractual rent of $ 5.5 million per annum with the potential to increase contractual rent dependent on revenue received by the operator.

We recorded rental income of $ 8.3 million related to our lease with the new operator for the year ended December 31, 2024.

Additionally, as discussed further in Note 7 – Real Estate Loans Receivable, no mortgage interest income has been recognized on the Guardian mortgage loan during the years ended December 31, 2023 and 2022, respectively, as we were accounting for this loan under the cost recovery method.

Revenue from Guardian represents approximately 1.7 %, 1.1 % and 2.5 % of our total revenues (excluding the impact of straight-line write-offs) for the years ended December 31, 2023, 2022 and 2021, respectively.

Healthcare Homes

In December 2022, we agreed to allow Healthcare Homes, a U.K.

based operator representing 3.1 %, 2.9 % and 2.4 % of total revenue (excluding the impact of write-offs) for the years ended December 31, 2023, 2022 and 2021, respectively, the ability to defer up to £ 6.7 million of contractual rent from January 2023 through April 2023 with regular payments required to resume in May 2023.

based operator, to defer £ 6.7 million of contractual rent from January 2023 through April 2023 with regular payments required to resume in May 2023.

During the fourth quarter of 2023, the rent deferral agreement and lease agreement were amended to, among other things, extend the repayment period for the rent deferral to six years, with full repayment due by April 1, 2030, and grant Omega the right to extend the lease by two years.

During the three and six months ended June 30, 2023, Healthcare Homes elected to defer £ 1.7 million ($ 2.1 million in USD) and £ 6.7 million ($ 8.2 million in USD), respectively, of contractual rent in accordance with the December 2022 agreement.

In May 2023, Healthcare Homes resumed making full contractual rent payments.

In the third quarter of 2024, Healthcare Homes began making quarter repayments of the deferred rent.

Healthcare Homes has remained on a straight-line basis of revenue recognition.

During the second quarter of 2021, Gulf Coast stopped paying contractual rent under its master lease agreement because of on-going liquidity issues.

Gulf Coast operated 24 facilities subject to a master lease with Omega and represented approximately 3.3 % and 2.8 % of Omega’s total revenues (excluding the impact of write-offs) for the years ended December 31, 2021 and 2020, respectively.

OMEGA HEALTHCARE INVESTORS, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS – Continued

As a result of Gulf Coast’s default under its master lease agreement, in August 2021, we exercised our right to accelerate the full amount of rent due under Gulf Coast’s master lease agreement.

On October 14, 2021, Gulf Coast commenced voluntary cases under Chapter 11 of the U.S.

Bankruptcy Code in the U.S.

Bankruptcy Court for the District of Delaware (the “Bankruptcy Court”).

As described in Gulf Coast’s filings with the Bankruptcy Court, we entered into a Restructuring Support Agreement (the “Support Agreement”) that formed the basis for Gulf Coast’s restructuring and liquidation.

The Support Agreement established a timeline for the implementation of Gulf Coast’s restructuring and liquidation, including the transition of management of the operations of the facilities to a third-party operator.

As part of the Support Agreement, we provided $ 25 million of senior secured debtor-in-possession (“DIP”) financing to Gulf Coast, which is discussed in further detail in Note 8 – Non-Real Estate Loans Receivable.

In November 2021, Gulf Coast entered into management and operations transfer agreements (“MOTAs”) with a new manager (“New Manager”), pursuant to which the management of 23 of the 24 facilities subject to the master lease with Omega were performed by New Manager during an interim period until the license for the facilities subject to the MOTAs could be obtained by a new operator (“New Operator”).

During the interim period, no rent was paid by Gulf Coast, and we provided a $ 20 million working capital loan to New Manager, discussed in further detail in Note 8 – Non-Real Estate Loans Receivable.

The Bankruptcy Court approved the MOTAs on November 24, 2021 and the operations were transitioned effective December 1, 2021.

On June 27, 2022, the Bankruptcy Court entered its order confirming Gulf Coast’s bankruptcy plan which provided for, among other things, an allowed claim of $ 49.0 million in relation to the accelerated rent due under Gulf Coast’s master lease agreement.

Payment of the allowed claim has been redirected, with Omega’s approval, under the Plan to Gulf Coast’s unsecured creditors.

As a result of Gulf Coast’s non-payment of contractual rent, in the second quarter of 2021, we placed Gulf Coast on a cash basis of revenue recognition and wrote-off straight-line rent receivable balances of $ 17.4 million through rental income.

Subsequent to placing Gulf Coast on a cash basis of revenue recognition in June 2021, we recognized $ 24.6 million of rental income over the remaining period of 2021, based on our ability to offset any uncollected rent receivables against Gulf Coast’s security deposit and against certain debt obligations of Omega, as discussed further below.

We held a security deposit of $ 3.3 million from Gulf Coast, which we applied against Gulf Coast’s obligations in the second and third quarters of 2021.

In relation to Gulf Coast, a subsidiary of Omega (“Omega Obligor”) is the obligor on five notes due to third parties with aggregate outstanding principal of $ 20.0 million (collectively, the “Subordinated Debt”) that bear interest at 9 % per annum with a maturity date of December 21, 2021 (see Note 14 – Borrowing Activities and Arrangements).

Under the terms of the Subordinated Debt, to the extent Gulf Coast fails to pay rent when due to us under its master lease, Gulf Coast’s unpaid rent can be used to offset Omega Obligor’s obligations under the Subordinated Debt (on a quarterly basis with respect to interest and, under some circumstances, on an annual basis with respect to principal).

As of December 31, 2021, we have offset $ 1.3 million of accrued interest and $ 20.0 million of principal under the Subordinated Debt against the uncollected rent under the master lease with Gulf Coast.

Following the application of these offsets, Omega has no further obligations under the Subordinated Debt.

See Note 20 – Commitments and Contingencies for additional discussion regarding ongoing litigation related to the Subordinated Debt.

As discussed in Note 4 – Assets Held For Sale, Dispositions and Impairments, we sold 22 facilities that were previously leased and operated by Gulf Coast in the first quarter of 2022.

We transitioned one facility that was previously leased and operated by Gulf Coast to another operator in the second quarter of 2022.

1.2 % Operator

From January through March 2022, an operator (the “3.8% Operator”) representing 3.8 %, 3.7 % and 3.4 % of total revenue (excluding the impact of write-offs) for the years ended December 31, 2023, 2022 and 2021, respectively, did not pay its contractual amounts due under its lease agreement.

In March 2022, the lease with the 3.8 % Operator was amended to allow for a short-term rent deferral for January through March 2022.

The deferred rent balance accrues interest monthly at a rate of 5 % per annum.

The 3.8 % Operator paid the contractual amount due under its lease agreement from April 2022 through December 2023.

Omega holds a $ 1.1 million security deposit from the 3.8 % Operator as collateral under its lease agreement.

The 3.8 % Operator remains on a straight-line basis of revenue recognition.

We have a revolving credit facility with the 3.8 % Operator that has a maximum capacity of $ 25.0 million with an outstanding principal balance of $ 23.7 million as of December 31, 2023.

The credit facility is secured by a first lien on the accounts receivable of the 3.8 % Operator.

The 3.8 % Operator paid contractual interest under the facility from January 2022 through December 2023.

See Note 8 – Non-Real Estate Loans Receivable for additional details.

OMEGA HEALTHCARE INVESTORS, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS – Continued

1.2 % Operator

In March 2022, an operator (the “1.2% Operator”), representing 1.2 % and 2.1 % of total revenue (excluding the impact of write-offs) for the years ended December 31, 2022 and 2021, respectively, did not pay its contractual amounts due under its lease agreement.

In March 2022, an operator (the “1.2% Operator”), representing 1.2 % of total revenue for the year ended December 31, 2022, did not pay its contractual amounts due under its lease agreement.

In April 2022, the lease with the 1.2 % Operator was amended to allow the operator to apply its $ 2.0 million security deposit toward payment of March 2022 rent and to allow for a short-term rent deferral for April 2022 with regular rent payments required to resume in May 2022.

3 unchanged sentences

As discussed above, we transitioned all 14 facilities previously include in the 1.2 % Operator’s master lease to another operator during the first quarter of 2023.

OMEGA HEALTHCARE INVESTORS, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS – Continued

2.0 % Operator

In June 2022, an operator (the “2.0% Operator”), representing 2.0 % and 2.1 % of total revenue (excluding the impact of write-offs) for the years ended December 31, 2022 and 2021, respectively, short-paid the contractual rent amount due under its lease agreement by $ 0.6 million.

In June 2022, an operator (the “2.0% Operator”), representing 2.0 % of total revenue for the year ended December 31, 2022, short-paid the contractual rent amount due under its lease agreement by $ 0.6 million.

In July 2022, we drew the full $ 5.4 million letter of credit that was held as collateral from the 2.0 % Operator and applied $ 0.6 million of the proceeds to pay the unpaid portion of June 2022 rent.

6 unchanged sentences

Lease Inducements

For the year ended December 31, 2024, we provided a funding of $ 1.0 million to one of our operators subject to operating leases, which was accounted for as a lease inducement and will be amortized as a reduction to rental income over the remaining term of the lease.

As discussed in the “Maplewood” section above, the $ 12.5 million option termination fee payment made in the first quarter of 2023 in connection with the Maplewood restructuring agreement was accounted for as a lease inducement.

In addition, for the year ended December 31, 2023, we provided a funding of $ 3.4 million to Healthcare Homes, which was accounted for as a lease inducement and will be amortized as a reduction to rental income over the remaining contractual term of the lease.

For the year ended December 31, 2021, we provided fundings of $ 22.3 million to our operators subject to operating leases, which were accounted for as lease inducements and will be amortized as a reduction to rental income over the remaining term of the leases.

Of the $ 22.3 million funded in 2021, $ 20 million was paid to LaVie and $ 2.3 million was paid to four other existing operators.

NOTE 6 –LEASES

The following table summarizes the Company’s rental income from operating leases:

The following table summarizes the Company’s rental income:

Year Ended December 31,

(in thousands)

Rental income – operating leases

Variable lease income – operating leases

Fixed income from operating leases

Variable income from operating leases

Interest income from direct financing leases

Total rental income

Our variable lease income primarily represents the reimbursement of real estate taxes by operators that Omega pays directly.

OMEGA HEALTHCARE INVESTORS, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS – Continued

Lessor – Operating Leases

The following amounts reflect the future minimum lease payments due to us for the remainder of the initial terms of our operating leases as of December 31, 2024:

(in thousands)

As of December 31, 2023, the Company is a lessee under ground leases and/or facility leases related to 10 SNFs, four ALFs and two offices.

For the years ended December 31, 2023, 2022 and 2021, the expenses associated with these operating leases were $ 2.8 million, $ 2.2 million and $ 2.2 million, respectively and are included within general and administrative expense on the Statements of Operations.

The following table summarizes the balance sheet information related to leases where the Company is a lessee:

(in thousands)

Other assets - right of use assets

Accrued expenses and other liabilities – lease liabilities

In connection with a 6-facility asset acquisition in the first quarter of 2023, the Company recorded $ 9.9 million of right-of-use assets and lease liabilities associated with ground leases assumed in the acquisition.

Direct Financing Leases

OMEGA HEALTHCARE INVESTORS, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS – Continued

Lessor – Direct Financing Leases

The components of investments in direct financing leases consist of the following:

7 unchanged sentences

Number of direct financing leases

OMEGA HEALTHCARE INVESTORS, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS – Continued

Lessee – Operating Leases

As of December 31, 2024, the Company is a lessee under ground leases and/or facility leases related to 10 SNFs, four ALFs and one MOB and our corporate headquarters.

For the years ended December 31, 2024, 2023 and 2022, the expenses associated with these operating leases were $ 3.2 million, $ 2.8 million and $ 2.2 million, respectively and are included within general and administrative expense on the Statements of Operations.

The following table summarizes the balance sheet information related to leases where the Company is a lessee:

(in thousands)

Other assets - right of use assets

Accrued expenses and other liabilities – lease liabilities

NOTE 7 – REAL ESTATE LOANS RECEIVABLE

Real estate loans consist of mortgage loans and other real estate loans which are primarily collateralized by a first, second or third mortgage lien or a leasehold mortgage on, or an assignment of the partnership interest in the related properties.

As of December 31, 2023, our real estate loans receivable consists of ten fixed rate mortgages on 55 long-term care facilities and 17 other real estate loans.

The mortgage notes relate to facilities located in eight states that are operated by nine independent healthcare operating companies.

The other real estate loans are with seven of our operators as of December 31, 2023.

As of December 31, 2024, our real estate loans receivable consists of 21 fixed rate mortgages on 97 long-term care facilities and 18 other real estate loans.

The facilities subject to the mortgage notes are operated by 16 independent healthcare operating companies and are located in 10 states and within the U.K.

The other real estate loans are with 13 of our operators as of December 31, 2024.

We monitor compliance with the loans and when necessary have initiated collection, foreclosure and other proceedings with respect to certain outstanding real estate loans.

The principal amounts outstanding of real estate loans receivable, net of allowances, were as follows:

OMEGA HEALTHCARE INVESTORS, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS – Continued

A summary of our real estate loans receivable by loan type and by borrower and/or guarantor is as follows:

(in thousands)

3 unchanged sentences

interest at 10.59 % (1)

Mortgage note due 2025 ;

Mortgage notes due 2027 and 2037 ;

interest at 10.60 % (1)

11 unchanged sentences

interest at 11.85 % (1)

Other real estate loans due 2024 ;

Other real estate loan due 2025 ;

interest at 10.00 % (4)

5 unchanged sentences

(1) Approximates the weighted average interest rate on facilities as of December 31, 2024.

(2) Other mortgage notes outstanding have a weighted average interest rate of 9.45 % per annum as of December 31, 2023 with maturity dates ranging from 2024 through 2026 .

(2) All mortgage notes mature in 2030 with the exception of one mortgage note with an outstanding principal balance of $ 21.3 million with a maturity date of December 31, 2024, which was extended to December 31, 2025 subsequent to year end.

(3) Other mortgage notes outstanding consists of 12 loans to multiple borrowers that have a weighted average interest rate of 9.80 % as of December 31, 2024, with maturity dates ranging from 2025 through 2029 (with $ 18.8 million maturing in 2025).

Two of the mortgage notes with an aggregate principal balance of $ 12.9 million are past due and have been written down, through our allowance for credit losses, to the estimated fair value of the underlying collateral of $ 1.5 million.

(3) Other real estate loans due 2023-2030 included five loans with a maturity date of December 31, 2023 that were subsequently fully repaid in January 2024.

(4) Other real estate loans outstanding have a weighted average interest rate of 11.25 % as of December 31, 2023, with maturity dates ranging from 2027 to 2033 .

(4) During the third quarter of 2024, we modified the priority of collateral available to use under the loan agreements for two loans with aggregate principal balances of $ 115.9 million and $ 106.8 million as of December 31, 2024 and December 31, 2023, respectively.

As a result of these modifications, we adjusted the presentation of the loans from real estate loans receivable to non-real estate loans receivable as of September 30, 2024.

See Note 8 – Non-Real Estate Loans Receivable for additional information.

Additionally, we issued a new $ 13.0 million other real estate loan to the same borrower during the third quarter of 2024.

(5) Other real estate loans outstanding consists of 11 loans to multiple borrowers that have a weighted average interest rate of 11.0 % as of December 31, 2024, with maturity dates ranging from 2027 to 2033 .

Interest income on real estate loans is included within interest income on the Consolidated Statements of Operations and is summarized as follows:

4 unchanged sentences

Total real estate loans interest income

During the year ended December 31, 2024, we funded $ 370.2 million under 29 real estate loans that were originated during 2024 with a weighted average interest rate of 10.5 %.

We also advanced $ 7.9 million under existing real estate loans during the year ended December 31, 2024.

We received principal repayments of $ 77.9 million on real estate loans during the year ended December 31, 2024.

OMEGA HEALTHCARE INVESTORS, INC.

1 unchanged sentence

Mortgage Notes due 2030 ;

At December 31, 2023, Omega had $ 514.9 million of Mortgage Notes with Ciena Healthcare Management, Inc (“Ciena”) consisting of the following:

● A Ciena master mortgage with initial principal of $ 415 million that matures in 2030 (the “Ciena Master Mortgage”).

The Ciena Master Mortgage note bore an initial interest rate of 9.0 % per annum which increases by 0.225 % per annum.

In May 2020, we amended the Ciena Master Mortgage to increase the interest rate by 54 basis points from 10.13 % per annum to 10.67 % per annum and we sold eight SNFs and one ALF located in Michigan to Ciena for $ 83.5 million (as discussed below).

interest at 11.39 %

At December 31, 2024, Omega had $ 525.5 million of Mortgage Notes with Ciena Healthcare Management, Inc (“Ciena”).

This primarily includes one master mortgage agreement consisting of the following:

● A Ciena master mortgage note with initial principal of $ 415 million that matures on June 30, 2030 (the “Ciena Master Mortgage”).

Following an amendment in May 2020, the Ciena Master Mortgage interest rate was adjusted to 10.67 % per annum with annual escalators of 0.225 % .

During 2022, Ciena repaid $ 92.4 million under the Ciena Master Mortgage.

2 unchanged sentences

The interest rate on the Ciena Master Mortgage was 11.8 % at December 31, 2024.

● Multiple incremental facility mortgages, construction and/or improvement mortgages with maturities through 2030 (with the exception of one construction mortgage with principal of $ 28.1 million that matures in 2024 ) with initial annual interest rates ranging between 8.5 % and 10 % and fixed annual escalators of 2 % or 2.5 % over the prior year’s interest rate, or a fixed increase of 0.225 % per annum.

During the second quarter of 2021, one construction mortgage, included in the mortgage notes described above, with an original maturity date of 2021 was extended to 2029 and converted into a facility mortgage.

During the third quarter of 2021, we acquired a facility which was previously subject to a $ 13.9 million construction mortgage, also included in the notes described above, and subsequently leased the property back to Ciena.

● Multiple incremental facility mortgages, construction and/or improvement mortgages with maturities through 2030 with initial annual interest rates ranging between 8.5 % and 10 % and fixed annual escalators of 2 % or 2.5 % over the prior year’s interest rate, or a fixed increase of 0.225 % per annum.

During the fourth quarter of 2024, one construction mortgage, included in the mortgage notes described above, with an original maturity date of 2023 was extended to 2030 and converted into a facility mortgage.

During 2022, Ciena repaid $ 51.0 million under seven additional mortgages.

Concurrent with this repayment, we released the mortgage liens on two facilities in exchange for the partial repayment.

As of December 31, 2023, the outstanding principal balance of these mortgage notes which are secured by three facilities is $ 104.4 million.

● A $ 44.7 million mortgage note related to five SNFs located in Michigan.

As of December 31, 2024, the outstanding principal balance of these mortgage notes is $ 116.1 million.

The notes are secured by five facilities and have a weighted average rate of 10.96 % .

● A mortgage note with initial principal of $ 44.7 million that was originally secured by five SNFs located in Michigan.

The mortgage note matures on June 30, 2030 and bore an initial annual interest rate of 9.5 % which increases each year by 0.225 % .

3 unchanged sentences

The interest rate on the mortgage note was 10.85 % at December 31, 2024.

● A $ 83.5 million mortgage note related to eight SNFs and one ALF located in Michigan.

These nine facilities were formerly leased to Ciena and were sold to Ciena by issuance of a first mortgage on May 1, 2020.

● A mortgage note with initial principal of $ 83.5 million secured by eight SNFs and one ALF located in Michigan.

The mortgage note matures on June 30, 2030 and bore an initial annual interest rate of 10.31 % which increases each year by 2 % .

1 unchanged sentence

As of December 31, 2024, the outstanding principal balance of this mortgage note is $ 82.6 million.

● A $ 21.3 million mortgage note related to one SNF located in Ohio.

In addition, Omega has a $ 21.3 million mortgage note with Ciena secured by one SNF located in Ohio.

The mortgage note had an original maturity date of March 31, 2022 and bore an initial annual interest rate of 9.5 %.

During the year ended December 31, 2023, we amended the mortgage note to extend the maturity date to December 31, 2023 and to increase the interest rate to 9.74 % beginning April 1, 2022 and to 9.98 % beginning April 1, 2023.

The mortgage note has since been amended multiple times, extending the maturity date to December 31, 2024 and increasing the interest rate to 9.74 % beginning April 1, 2022, to 9.98 % beginning April 1, 2023 and to 10 % beginning January 1, 2024.

Subsequent to year end, the mortgage note was amended to extend the maturity date to December 31, 2025 .

As of December 31, 2024, the outstanding principal balance of this mortgage note is $ 21.3 million.

Subsequent to year end, the mortgage note was amended to extend the maturity date to December 31, 2024 and to increase the interest rate to 10 % beginning January 1, 2024.

The mortgage notes with Ciena are cross-defaulted and cross-collateralized with our existing master lease and other non-real estate loans with Ciena.

Mortgage Notes due 2025 ;

interest at 10.59 %

In May 2024, we funded an aggregate $ 71.7 million under two new mortgage loans to an existing U.K.

Both mortgage loans bear interest at 10.0 % and had original maturity dates of October 28, 2024 .

Interest is payable monthly in arrears and no principal payments are due until maturity.

The loans are secured by first mortgage liens on two parcels of land that the U.K.

operator intends to develop into two facilities.

During the fourth quarter of 2024, the $ 18.5 million mortgage loan was extended to February 28, 2025 and the $ 53.2 million mortgage loan was extended to May 31, 2025 .

OMEGA HEALTHCARE INVESTORS, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS – Continued

Mortgage Note due 2037

On July 1, 2021, we financed six SNFs in Ohio and amended an existing $ 6.4 million mortgage, inclusive of two Ohio SNFs, to include the six facilities in a consolidated $ 72.4 million mortgage for eight Ohio facilities bearing interest at an initial rate of 10.5 % per annum.

During the fourth quarter of 2024, we funded an additional $ 61.7 million and $ 39.1 million, respectively, under two new mortgage loans to the same existing U.K.

operator discussed above.

Both mortgage loans bear interest at 11.0 %.

The $ 61.7 million mortgage loan has a maturity date of October 29, 2025 and the $ 39.1 million mortgage loan has a maturity date of November 27, 2025 .

Interest is payable monthly in arrears and no principal payments are due until maturity.

Both mortgage loans contain a purchase option, whereby Omega can purchase the facilities that secure the mortgage loans.

The purchase options can be exercised upon the occurrence of certain conditions.

Mortgage Notes due 2027 and 2037 ;

interest at 10.60 %

In July 2021, we financed six SNFs in Ohio and amended an existing $ 6.4 million mortgage, inclusive of two Ohio SNFs, to include the six facilities in a consolidated $ 72.4 million mortgage for eight Ohio facilities bearing interest at an initial rate of 10.5 % per annum.

The mortgage loan originally had a maturity date of December 31, 2032, which was subsequently amended in the second quarter of 2023 to December 31, 2037 .

As of December 31, 2023, the outstanding principal balance of this mortgage note is $ 72.4 million.

Mortgage Note due 2028 ;

In connection with our acquisition of MedEquities Realty Trust, Inc.

on May 17, 2019, the Company acquired a first mortgage lien issued to Lakeway Realty, L.L.C., an unconsolidated joint venture discussed in Note 11 – Investments in Joint Ventures.

The loan had original principal of approximately $ 73.0 million and bore interest at 8 % per annum based on a 25-year amortization schedule with a March 20, 2025 maturity date.

We determined the acquisition date fair value of the acquired mortgage was $ 69.1 million.

As of December 31, 2023, this mortgage had a carrying value of $ 62.0 million.

Mortgage Note due 2028

On December 28, 2023, we funded a $ 50.0 million mortgage loan to a new operator for the purpose of acquiring four Illinois facilities.

interest at 10.00 %

In December 2023, we funded a $ 50.0 million mortgage loan to a new operator for the purpose of acquiring four Illinois facilities.

The mortgage loan bears interest at 10 % and matures on December 28, 2028 .

During the fourth quarter of 2024, the mortgage loan was amended to increase the maximum principal to $ 60.0 million.

Interest is payable monthly in arrears.

The loan is secured by a first mortgage lien on the four facilities.

As of December 31, 2024, the outstanding principal balance of this mortgage note is $ 53.8 million.

Mortgage Note due 2025 ;

On January 17, 2014, we entered into a $ 112.5 million first mortgage loan with Guardian.

The loan was originally secured by seven SNFs and two ALFs located in Pennsylvania and Ohio.

The mortgage was cross-defaulted and cross-collateralized with our existing master lease with the operator.

In March 2018, we extended the maturity date to January 31, 2027 and provided an option to extend the maturity for a five year period through January 31, 2032 and a second option to extend the maturity through September 30, 2034 .

As discussed in Note 5 – Contractual Receivables and Other Receivables and Lease Inducements, Guardian failed to pay contractual rent and interest to us during the fourth quarter of 2021.

The mortgage loan was placed on non-accrual status for interest recognition in October 2021 and was being accounted for under the cost recovery method.

On December 30, 2021, we acquired two facilities, previously subject to the Guardian mortgage loan, in consideration for a reduction of $ 8.7 million in the mortgage principal and added the facilities to the master lease agreement.

Following Guardian’s non-payment of rent and interest during the fourth quarter of 2021 and further negotiations with Guardian in the fourth quarter, we elected to evaluate the risk of loss on the loan on an individual basis.

As the fair value of the 7 properties that collateralized the mortgage loan were estimated to be less than the remaining principal as of December 31, 2021 of $ 103.8 million, we reserved an additional $ 38.2 million through provision for credit losses in the fourth quarter of 2021.

The total reserve as of December 31, 2021, related to the mortgage loan was $ 47.1 million and reduced the loan carrying value to the estimated fair value of the collateral of $ 56.7 million as of December 31, 2021.

We also fully reserved approximately $ 1.0 million of contractual interest receivable related to the mortgage loan with Guardian in the fourth quarter of 2021.

OMEGA HEALTHCARE INVESTORS, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS – Continued

Guardian continued to not pay contractual rent and interest due under its lease and mortgage loan agreements during the first quarter of 2022.

On February 15, 2022, Guardian completed the sale of three facilities subject to the Guardian mortgage loan with Omega.

interest at 7.85 %

In connection with our acquisition of MedEquities Realty Trust, Inc.

in May 2019, the Company acquired a first mortgage lien issued to Lakeway Realty, L.L.C., an unconsolidated joint venture discussed in Note 11 – Investments in Joint Ventures.

The loan had original principal of approximately $ 73.0 million and bore interest at 8 % per annum based on a 25-year amortization schedule with a March 20, 2025 maturity date.

The remaining outstanding principal balance of $ 60.1 million was repaid in full in December 2024.

Mortgage Note due 2031 ;

interest at 11.27 %

In January 2014, we entered into a $ 112.5 million first mortgage loan with Guardian.

The mortgage loan was placed on non-accrual status for interest recognition in October 2021 and was being accounted for under the cost recovery method as a result of ongoing liquidity issues.

Guardian did not pay contractual rent and interest due under its lease and mortgage loan agreements during the first quarter of 2022.

In February 2022, Guardian completed the sale of three facilities subject to the Guardian mortgage loan with Omega.

Concurrent with the sale, Omega agreed to release the mortgage liens on these facilities in exchange for a partial paydown of $ 21.7 million.

In connection with the partial paydown, we recorded a $ 5.1 million recovery for credit losses in the first quarter of 2022 related to the Guardian mortgage loan.

In the second quarter of 2022, we agreed to a formal restructuring agreement and amendments to the master lease and mortgage loan with Guardian, which among other adjustments, extended the loan maturity and allowed for the deferral of certain contractual interest as discussed in Note 5 – Contractual Receivables and Other Receivables and Lease Inducements.

In the second quarter of 2022, we agreed to a formal restructuring agreement and amendments to the master lease and mortgage loan with Guardian, which among other adjustments, allowed for the deferral of certain contractual interest as discussed in Note 5 – Contractual Receivables and Other Receivables and Lease Inducements.

These amendments were treated as a loan modification provided to a borrower experiencing financial difficulty.

Following the execution of the restructuring agreement, Guardian resumed paying contractual rent and interest during the second quarter of 2022 and continued such payments throughout the remainder of 2022, in accordance with the restructuring terms.

In the third and fourth quarters of 2022, we reserved an additional $ 0.3 million, in aggregate, through provision for credit losses due to a decrease in the estimated fair value of the four facilities that are collateral under the mortgage.

In the second quarter of 2023, Guardian completed the sale of the four remaining facilities subject to the mortgage note with Omega.

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We had previously established an allowance for credit loss to reserve this loan down to $ 35.2 million in anticipation of this settlement.

OMEGA HEALTHCARE INVESTORS, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS – Continued

During the years ended December 31, 2023 and 2022, we received $ 3.9 million and $ 6.0 million, respectively, of interest payments that we applied against the outstanding principal balance of the loan and recognized a recovery for credit loss equal to the amount of payments applied against principal.

Other mortgage notes outstanding

As of December 31, 2023, our other mortgage notes outstanding represent five mortgage loans to five operators with liens on six facilities.

Included below are significant new mortgage loans within this bucket that were entered into during the years ended December 31, 2023 and 2022 and significant updates to any existing loans.

As of December 31, 2024, our other mortgage notes outstanding represent 12 mortgage loans to 12 operators with liens on 19 facilities.

Included below are significant new mortgage loans within this line item that were entered into during the years ended December 31, 2024 and 2023 and significant updates to any existing loans.

Mortgage Note due 2027

In January 2024, we funded $ 11.7 million under a new mortgage loan to a new operator.

In June 2024, we amended the loan and funded an additional $ 18.0 million under the mortgage loan.

The mortgage loan bears interest at 10.0 % and matures on January 31, 2027 .

Interest is payable monthly in arrears and no principal payments are due until maturity.

The loan is secured by a first mortgage lien on three SNFs and one ALF.

Mortgage Note due 2026

In October 2023, we funded a $ 29.5 million mortgage loan to a new operator for the purpose of acquiring two Pennsylvania facilities.

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Other real estate loan due 2035 ;

On July 31, 2020, we entered into a $ 220.5 million secured revolving credit facility with Maplewood as a part of an overall restructuring with this operator.

Loan proceeds under the credit facility may be used to fund Maplewood’s working capital needs.

Advances made under this facility bear interest at a fixed rate of 7 % per annum and the facility originally matured on June 30, 2030 .

On June 22, 2022, we amended the secured revolving credit facility with Maplewood to increase the maximum commitment under the facility from $ 220.5 million to $ 250.5 million.

interest at 7.00 %

In July 2020, we entered into the Maplewood Revolver with maximum borrowings of $ 220.5 million as a part of an overall restructuring with this operator.

Loan proceeds under the Maplewood Revolver may be used to fund Maplewood’s working capital needs.

Advances made under the Maplewood Revolver bear interest at a fixed rate of 7 % per annum and the facility originally matured on June 30, 2030 .

In June 2022, we amended the Maplewood Revolver to increase the maximum commitment under the facility from $ 220.5 million to $ 250.5 million.

Maplewood was determined to be a VIE when this loan was originated in 2020.

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As discussed in Note 5 – Contractual Receivables and Other Receivables and Lease Inducements, we began negotiations to restructure and amend Maplewood’s lease and loan agreements during the fourth quarter of 2022.

As a result of the anticipated restructuring, we placed the Maplewood revolving credit facility on non-accrual status for interest recognition during the fourth quarter of 2022 due to the anticipated restructuring of its lease and loan agreement.

As a result of the anticipated restructuring, we placed the Maplewood Revolver on non-accrual status for interest recognition during the fourth quarter of 2022 due to the anticipated restructuring of its lease and loan agreement.

In the first quarter of 2023, Omega entered into a restructuring agreement and a loan amendment that modified the Maplewood Revolver.

As part of the restructuring agreement and loan amendment, Omega agreed to extend the maturity date to June 2035, increase the capacity of the Maplewood Revolver from $ 250.5 million to $ 320.0 million, including PIK interest applied to the principal, and to convert the 7 % cash interest due on the Maplewood Revolver to all PIK interest in 2023, 1 % cash interest and 6 % PIK interest in 2024, and 4 % cash interest and 3 % PIK interest in 2025 and through the maturity date.

The maximum PIK interest allowable under the Maplewood Revolver, as amended, is $ 52.2 million.

This amendment was treated as a loan modification provided to a borrower experiencing financial difficulty.

OMEGA HEALTHCARE INVESTORS, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS – Continued

In the first quarter of 2023, Omega entered into a restructuring agreement and a loan amendment that modified the revolving credit facility.

As part of the restructuring agreement and loan amendment, Omega agreed to extend the maturity date to June 2035, increase the capacity of the senior revolving credit facility from $ 250.5 million to $ 320.0 million, including PIK interest applied to the principal, and to convert the 7 % cash interest due on the senior revolving credit facility to all PIK interest in 2023, 1 % cash interest and 6 % PIK interest in 2024, and 4 % cash interest and 3 % PIK interest in 2025 and through the maturity date.

The maximum PIK interest allowable under the credit facility, as amended, is $ 52.2 million.

This amendment was treated as a loan modification provided to a borrower experiencing financial difficulty.

During the three months ended March 31, 2023, we recorded interest income of $ 1.5 million on the secured revolving credit facility for the contractual interest payment received related to December 2022, as the loan was placed on non-accrual status for interest recognition during the fourth quarter of 2022.

We did not record any interest income related to the PIK interest during the year ended December 31, 2023.

As of December 31, 2023, the amortized cost basis of this loan was $ 263.5 million, which represents 20.2 % of the total amortized cost basis of all real estate loan receivables.

As of December 31, 2023, the remaining commitment under the secured revolving credit facility, including the unrecognized PIK interest, was $ 39.0 million.

Omega sent a demand letter to Maplewood during the second quarter of 2024 notifying Maplewood that due to multiple existing events of default under Maplewood’s lease, loan, and related agreements, Omega had exercised its contractual rights to immediately accelerate the outstanding principal and accrued interest under the Maplewood Revolver agreement.

After sending the demand letter, in June 2024 Omega executed a non-binding term sheet with the Key Principals outlining the terms of a proposed transition, which includes the assignment of Mr.

Smith’s equity in Maplewood to the Key Principals and maintaining the existing Maplewood lease agreement and the Maplewood Revolver (without reflecting the acceleration of the maturity) provided by Omega.

On July 31, 2024, we entered into the Settlement Agreement with the Estate and submitted it to the probate court for approval.

The Settlement Agreement, among other things, grants Omega the right to direct the assignment of Mr.

Smith’s equity to the Key Principals, their designee(s) or another designee of Omega’s choosing, with the Estate remaining liable under Mr.

We are still awaiting regulatory approvals related to licensure of the operating assets before the transition will be completed.

There is no certainty that the regulatory approvals will be received or that this transition will be completed as intended, on a timely basis, or at all.

If the proposed transition plan is not completed, we may incur a substantial loss on the Maplewood Revolver up to the amortized cost basis of the loan.

We adjusted the internal risk rating on the Maplewood Revolver, utilized as a component of our allowance for credit loss calculation, from a 3 to a 4 in the second quarter of 2023 when Maplewood began to short-pay contractual rent under its lease agreement.

In the first quarter of 2024, we again adjusted the internal risk rating from a 4 to 5 to reflect the increased risk of the Maplewood Revolver as a result of the missed interest payments in the first quarter of 2024, discussed below, and due to the status of the on-going negotiations with the Estate.

We believe the internal risk rating of a 5 appropriately reflects the risks as of December 31, 2024.

See the allowance for credit losses attributable to real estate loans with a 5 internal risk rating within Note 9 – Allowance for Credit Losses.

During the year ended December 31, 2024, Maplewood failed to make aggregate cash interest payments of $ 2.7 million that were required under the Maplewood Revolver agreement.

During the three months ended March 31, 2023, we recorded interest income of $ 1.5 million on the Maplewood Revolver for the contractual interest payment received related to December 2022, as the loan was placed on non-accrual status for interest recognition during the fourth quarter of 2022.

During the year ended December 31, 2022, we recorded interest income of $ 14.7 million on the Maplewood Revolver.

We did no t record any interest income related to the PIK interest during the years ended December 31, 2024 and 2023.

As of December 31, 2024, the amortized cost basis of the Maplewood Revolver was $ 263.6 million, which represents 17.6 % of the total amortized cost basis of all real estate loan receivables.

As of December 31, 2024, the remaining commitment under the Maplewood Revolver, including the unrecognized PIK interest, was $ 18.3 million.

Other real estate loans due 2025 - 2030 ;

On June 28, 2022, we entered into a $ 35.6 million mezzanine loan with an existing operator related to new operations undertaken by the operator.

interest at 11.85 %

In June 2022, we entered into a $ 35.6 million mezzanine loan with an existing operator related to new operations undertaken by the operator.

The loan bears interest at a fixed rate of 12 % per annum and matures on June 30, 2025 .

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As of December 31, 2024, the outstanding principal balance of this loan is $ 27.6 million.

On April 14, 2023, we entered into two mezzanine loans, with principal balances of $ 68.0 million and $ 6.6 million, respectively, with an existing operator and its affiliates in connection with the operator’s acquisition of 13 SNFs in West Virginia.

In April 2023, we entered into two mezzanine loans, with principal balances of $ 68.0 million and $ 6.6 million, respectively, with an existing operator and its affiliates in connection with the operator’s acquisition of 13 SNFs in West Virginia.

The $ 68.0 million loan matures on April 13, 2029 and bears interest at a variable rate that results in a blended interest rate of 12 % per annum across this loan and three other loans, including the $ 6.6 million mezzanine loan and both $ 15.0 million mezzanine loans discussed under Notes due 2024-2029 in Note 8 – Non-Real Estate Loans Receivable.

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The $ 6.6 million mezzanine loan matures on April 14, 2029 and bears interest at a rate of 8 % per annum.

The $ 6.6 million mezzanine loan was made to a new real estate joint venture, RCA NH Holdings RE Co., LLC, that we formed in April 2023 with the acquiring operator (see Note 11 – Investments in Joint Ventures for additional information on this joint venture).

Other real estate loans due 2024

Our other real estate loans due in 2024 consist of two secured term loans with Genesis with initial borrowings of $ 48.0 million and $ 16.0 million at issuance.

The $ 48.0 million term loan was issued in July 2016 (the “2016 Term Loan”), with subsequent amendments in 2018, 2019, 2021 and 2023, and currently bears interest at a fixed rate of 14 % per annum, of which 9 % per annum is paid-in-kind.

The 2016 Term Loan was initially scheduled to mature on July 29, 2020 , but through the amendments noted above, the maturity date of this loan was extended to March 29, 2024 .

The $ 16.0 million secured term loan was issued on March 6, 2018 (the “2018 Term Loan”), with subsequent amendments in 2021 and 2023, and bears interest at a fixed rate of 10 % per annum, of which 5 % per annum is paid-in-kind.

The 2018 Term Loan was initially scheduled to mature on July 29, 2020 , but through the amendments noted above was extended to March 29, 2024 .

Both the 2016 and 2018 Term Loans are on an accrual status as of December 31, 2023.

Both the 2016 and 2018 Term Loans are secured by a first priority lien on and security interest in certain collateral of Genesis.

As of December 31, 2023, there was approximately $ 85.4 million and $ 21.4 million outstanding on the 2016 and 2018 Term Loans, respectively.

Other real estate loans outstanding

As of December 31, 2023, our other real estate loans outstanding represent four loans to four operators.

Included below are the significant new loans entered into during the years ended December 31, 2023 and 2022 and significant updates to any existing loans.

The $ 6.6 million mezzanine loan was made to a new real estate joint venture, RCA NH Holdings RE Co., LLC, that we formed in April 2023 with the acquiring operator.

As of December 31, 2024, the aggregate outstanding principal balance of these two mezzanine loans is $ 63.8 million.

OMEGA HEALTHCARE INVESTORS, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS – Continued

$ 8.7 million Mezzanine Loan

In October 2023, we funded a $ 8.7 mezzanine loan to a new operator in connection with the funding of a $ 29.5 million mortgage loan to the same operator for the purpose of acquiring two Pennsylvania facilities, as discussed above.

The mezzanine loan bears interest at 7 % and matures on October 1, 2028 .

Interest is payable monthly in arrears;

however, under certain conditions prior to August 31, 2025, the borrower can elect to pay a portion of interest as PIK interest.

The maximum PIK interest allowable under the mezzanine loan is $ 0.6 million.

Due to the fact that the borrower can elect to pay a portion of interest as PIK interest, this loan will initially be accounted for on a non-accrual status for interest recognition.

The loan is secured by a second mortgage lien on the two facilities.

Other real estate loans outstanding

As of December 31, 2024, our other real estate loans outstanding represent 11 loans to 10 operators.

Included below are the significant new loans entered into during the years ended December 31, 2024 and 2023 and significant updates to any existing loans.

Preferred Equity Investment in Joint Venture - $ 27.3 million

On June 2, 2022, we made a $ 20.0 million preferred equity investment, which is treated as a loan for accounting purposes, in a new real estate joint venture that was formed to acquire an acute care hospital in New York.

Omega’s preferred equity investment bears a 12 % return per annum and must be mandatorily redeemed by the joint venture at the earlier of December 2027 or the occurrence of certain significant events within the joint venture.

As such, this $ 20.0 million preferred equity investment is included in the unconsolidated VIE table presented in Note 10 – Variable Interest Entities.

In July 2024, we made a $ 27.3 million preferred equity investment in a new real estate joint venture that was formed to acquire a facility in Massachusetts, which is treated as a real estate loan receivable for accounting purposes.

Omega’s preferred equity investment bears a 10.0 % return per annum and provides for mandatory redemption by the joint venture at the earlier of July 2030 or the occurrence of certain significant events within the joint venture.

We have determined that the joint venture is a VIE, but we are not the primary beneficiary as we do not have the power to direct the activities that most significantly impact the joint venture’s economic performance, so this $ 27.3 million preferred equity investment is included in the unconsolidated VIE table presented in Note 10 – Variable Interest Entities.

NOTE 8 – NON-REAL ESTATE LOANS RECEIVABLE

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As of December 31, 2024, we had 48 loans with 30 different borrowers.

A summary of our non-real estate loans is as follows:

A summary of our non-real estate loans by borrower and/or guarantor is as follows:

(in thousands)

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interest at 5.71 %

Notes due 2024 - 2026 ;

interest at 10.69 % (1)

Note due 2026 ;

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interest at 9.12 % (1)

Notes due 2025 and 2036 ;

interest at 3.25 % (1)

Other notes outstanding (3)

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(1) Approximate weighted average interest rate as of December 31, 2024.

(2) During the year ended December 31, 2023, the interest rate was amended to increase the interest rate on borrowings in excess of $ 45 million to 10 % through October 15, 2023, and to 12 % thereafter.

The interest rate remains at 7.5 % for borrowings that do not exceed $ 45 million.

All borrowings in excess of $ 45 million had been repaid by December 31, 2023.

(2) During the second quarter of 2024, two working capital loans with maturity dates of June 30, 2024 were repaid in full.

These two loans had an aggregate outstanding principal balance of $ 39.5 million as of December 31, 2023.

(3) Other notes outstanding have a weighted average interest rate of 9.17 % as of December 31, 2024, with maturity dates ranging from 2025 through 2034 (with $ 40.7 million maturing in 2025 ).

Three of the other notes outstanding with an aggregate principal balance of $ 9.2 million are past due and have been written down to the estimated fair value of the underlying collateral of zero , through our allowance for credit losses.

Three of the other notes outstanding with an aggregate principal balance of $ 9.0 million are past due, two of which have been written down to the estimated fair value of the underlying collateral of zero , through our allowance for credit losses.

The one other past due other loan outstanding has sufficient collateral to support the principal balance outstanding of $ 0.1 million as of December 31, 2024.

For the years ended December 31, 2024, 2023 and 2022, non-real estate loans generated interest income of $ 30.4 million, $ 22.1 million and $ 13.6 million, respectively.

Interest income on non-real estate loans is included within interest income on the Consolidated Statements of Operations.

During the year ended December 31, 2024, we funded $ 60.6 million under 13 non-real estate loans that were originated during 2024 with a weighted average interest rate of 8.4 %.

We advanced $ 14.8 million under existing non-real estate loans during the year ended December 31, 2024.

We received principal repayments of $ 119.7 million on non-real estate loans during the year ended December 31, 2024.

OMEGA HEALTHCARE INVESTORS, INC.

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Notes due 2026 ;

Notes due 2024 - 2029 consist of 14 loans with the same operator, the majority of which are primarily short-term revolving lines of credit that are collateralized by the accounts receivable of certain operations of the operator.

The most significant of the outstanding loans is a revolving line of credit that we entered into on June 28, 2022 in connection with the $ 35.6 million mezzanine loan discussed in Note 7 – Real Estate Loans Receivable above.

The loan proceeds were used by this operator to finance working capital requirements of new operations in a new state to the operator.

The line of credit bears interest at a fixed rate of 10 % per annum and had an original maturity date of June 30, 2023 (or earlier based on certain state reimbursement conditions), which was subsequently extended during 2023 to June 30, 2024 .

The revolving line of credit is secured by a first priority interest on the operator’s accounts receivable related to the new operations.

As of December 31, 2023, the outstanding principal under this revolving line of credit was $ 33.0 million.

During the second quarter of 2023, we entered into two $ 15.0 million mezzanine loans with the same operator and its affiliates in connection with the operator’s acquisition of 13 SNFs in West Virginia (discussed in Note 7 – Real Estate Loans Receivable).

The first $ 15.0 million mezzanine loan (the “2028 Mezz Loan”) matures on April 1, 2028 and bears interest at a variable rate based on the one-month term SOFR plus 8.6 % per annum.

The 2028 Mezz Loan requires monthly principal payments commencing on May 1, 2023 and is secured by a pledge of the operator’s equity interest in its subsidiaries.

The second $ 15.0 million mezzanine loan (the “2029 Mezz Loan”) matures on April 13, 2029 and bears interest at a fixed rate of 12 % per annum.

The 2029 Mezz Loan also requires quarterly principal payments commencing on July 1, 2023 and additional payments contingent on the operator’s achievement of certain metrics.

The 2029 Mezz Loan is secured by a pledge of the operator’s equity interest in its subsidiaries.

In connection with the 2028 Mezz Loan and 2029 Mezz Loan, we also provided a $ 3.3 million working capital loan to a new joint venture, WV Pharm Holdings, LLC, which we formed in April 2023 with the acquiring operator (see Note 11 – Investments in Joint Ventures for additional information on this joint venture).

interest at 13.22 %

Notes due in 2026 consists of two secured term loans with Genesis with initial borrowings of $ 48.0 million and $ 16.0 million at issuance that previously were included as real estate loans receivables within our Consolidated Balance Sheets.

The 2016 Term Loan was initially scheduled to mature on July 29, 2020 .

The 2018 Term Loan was initially scheduled to mature on July 29, 2020 .

As amended, both loans had a maturity date of June 30, 2025 .

On September 30, 2024, the loans were amended to (i) modify the priority of certain real estate collateral securing the loans, (ii) extend the maturity date to June 30, 2026 and (iii) keep the existing interest rates but reduce the portion of contractual interest permitted to be paid in kind to 3.5 % per annum on the 2016 Term Loan and to 2.5 % per annum on the 2018 Term Loan beginning September 1, 2025.

Following the modification to the priority of certain real estate collateral available to us under the loan agreements, we adjusted our presentation of these loans from real estate loans receivable to non-real estate loans receivable as of September 30, 2024.

Both the 2016 and 2018 Term Loans are on an accrual status as of December 31, 2024.

As of December 31, 2024, there was approximately $ 93.4 million and $ 22.5 million outstanding on the 2016 and 2018 Term Loans, respectively.

Notes due 2036 ;

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The proceeds of the Agemo WC Loan were used to pay operating expenses, settlement payments, fees, taxes and other costs approved by the Company.

As discussed in Note 5 – Contractual Receivables and Other Receivables and Lease Inducements, Agemo failed to pay contractual rent and interest to us from August 2021 through October 2021 and in December 2021.

In the third quarter of 2021, we recorded an additional provision for credit loss of $ 16.7 million related to these loans as a result of a reduction in the fair value of the underlying collateral assets.

The reduction in fair value of the collateral assets was primarily driven by the application of Agemo’s $ 9.3 million letter of credit that supported the value of the Agemo Term Loan to Omega’s uncollected receivables and a reduction in Agemo’s working capital accessible to Omega as collateral, after considering other liens on the assets.

Additionally, the loan has been placed on non-accrual status and we will use the cost recovery method and will apply any interest and fees received directly against the principal of the loan.

During the year ended December 31, 2021, we received $ 1.2 million of interest payments which was applied against the principal.

Agemo continued to not pay contractual rent and interest due under its lease and loan agreements throughout 2022.

As discussed in Note 5 – Contractual Receivables and Other Receivables and Lease Inducements, Agemo did not pay contractual rent and interest due under its lease and loan agreements throughout 2022.

The loans are on non-accrual status and are accounted for under the cost recovery method and whereby any interest and fees received directly against the principal of the loan.

During the year ended December 31, 2022, we recorded additional provisions for credit losses of $ 10.8 million related to the Agemo WC Loan because of reductions in the fair value of the underlying collateral assets supporting the current carrying values.

OMEGA HEALTHCARE INVESTORS, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS – Continued

As discussed in Note 5 – Contractual Receivables and Other Receivables and Lease Inducements, in the first quarter of 2023, Omega entered into a restructuring agreement and a replacement loan agreement that modified the existing Agemo loans.

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Both of these loans are on non-accrual status, and we are utilizing the cost recovery method, under which any payments, if received, are applied against the principal amount.

OMEGA HEALTHCARE INVESTORS, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS – Continued

Prior to the restructuring, the principal of the Agemo WC Loan and the Agemo Term Loan were written down to $ 5.9 million and zero , respectively, the fair value of the underlying collateral of these loans.

6 unchanged sentences

Agemo exercised its option to defer the interest payments due on April 1, 2023 and resumed making interest payments in May 2023 in accordance with the restructuring terms discussed above.

During the year ended December 31, 2023, we received $ 3.2 million of interest payments from Agemo that we applied against the outstanding principal of the loans and recognized a recovery for credit loss equal to the amount of payments applied against the principal.

During the years ended December 31, 2024 and 2023, we received $ 4.7 million and $ 3.2 million of interest payments from Agemo that we applied against the outstanding principal of the loans and recognized a recovery for credit loss equal to the amount of payments applied against the principal.

As of December 31, 2024, the amortized cost basis of these loans was $ 73.1 million, which represents 16.1 % of the total amortized cost basis of all non-real estate loans receivables.

As of December 31, 2024, the total reserves related to the Agemo Replacement loans was $ 70.9 million.

Notes due 2024 - 2026

On December 19, 2023, the Company entered into a $ 50.0 million secured term loan with a principal of an operator that bears interest at a fixed rate of 11 % per annum and matures on December 19, 2026 .

Note due 2026 ;

interest at 11.00 %

In December 2023, the Company entered into a $ 50.0 million secured term loan with a principal of an operator that bears interest at a fixed rate of 11 % per annum and matures on December 19, 2026 .

In connection with entering into this loan, we also entered into two lease amendments to extend the term of two leases with entities associated with this principal.

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The loan requires monthly interest and principal payments commencing January 19, 2024.

As of December 31, 2024, there was approximately $ 47.1 million outstanding on the secured term loan.

Notes due 2025 - 2029 ;

interest at 11.81 %

Notes due 2025 - 2029 consist of 11 loans with the same operator, the majority of which are primarily short-term revolving lines of credit that are collateralized by the accounts receivable of certain operations of the operator.

During the second quarter of 2024, the most significant loan with this operator, which was a revolving line of credit that we entered into on June 28, 2022 in connection with the $ 35.6 million mezzanine loan discussed in Note 7 – Real Estate Loans Receivable above, was repaid in full.

The line of credit bore interest at a fixed rate of 10 % per annum and had an original maturity date of June 30, 2023 (or earlier based on certain state reimbursement conditions), which was subsequently extended during 2023 to June 30, 2024 .

The revolving line of credit was secured by a first priority interest on the operator’s accounts receivable related to the new operations.

The first $ 15.0 million mezzanine loan (the “2028 Mezz Loan”) matures on April 1, 2028 and bears interest at a variable rate based on the one-month term SOFR plus 8.6 % per annum.

The 2028 Mezz Loan requires monthly principal payments commencing on May 1, 2023 and is secured by a pledge of the operator’s equity interest in its subsidiaries.

The second $ 15.0 million mezzanine loan (the “2029 Mezz Loan”) matures on April 13, 2029 and bears interest at a fixed rate of 12 % per annum.

The 2029 Mezz Loan also requires quarterly principal payments commencing on July 1, 2023 and additional payments contingent on the operator’s achievement of certain metrics.

The 2029 Mezz Loan is secured by a pledge of the operator’s equity interest in its subsidiaries.

OMEGA HEALTHCARE INVESTORS, INC.

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Note due 2025 ;

On July 8, 2019, the Company entered into a $ 15 million unsecured revolving credit facility agreement with a principal of an operator that bears interest at a fixed rate of 7.5 % per annum and originally matured on July 8, 2022 .

interest at 9.12 %

On July 8, 2019, the Company entered into a $ 15 million unsecured revolving credit facility agreement with a principal of an operator that bore interest at a fixed rate of 7.5 % per annum and originally matured on July 8, 2022 .

The loan is collateralized by the assets of the principal and is cross-collateralized with the lease and other loans of the operator of which this borrower is the principal.

During 2022, this revolving credit facility was amended multiple times to increase the maximum principal to $ 48 million, extend the maturity date to December 31, 2024 and require monthly principal payments of $ 0.5 million beginning in July 2022, which increase to $ 1.0 million in January 2023, to $ 1.5 million in August 2023 and to $ 2.5 million in December 2023.

No principal payment amounts were required for the months of November and December 2022.

During 2022, this revolving credit facility was amended multiple times to increase the maximum principal to $ 48 million, extend the maturity date to December 31, 2024 and amend the principal payment schedule to include escalating monthly principal payments beginning in July 2022.

During 2023, this revolving credit facility was further amended to increase the maximum principal to $ 55 million, increase the interest rate on certain borrowings as discussed above and modify the principal payment schedule.

During the third and fourth quarters of 2023, the borrower failed to make aggregate contractual principal payments of $ 8.5 million due under the revolving credit facility.

In February 2024, we amended the revolving credit facility agreement to, among other items, extend the maturity date to December 31, 2025 and to modify the mandatory principal payments required under the loan, such that the $ 8.5 million of missed principal payments are no longer past due and will be paid over the remaining loan term.

In February 2024, we amended the revolving credit facility agreement to, among other items, extend the maturity date to December 31, 2025 , reduce the maximum principal under the loan from $ 55.0 million to $ 45.0 million and to modify the mandatory principal payments required under the loan, such that the $ 8.5 million of missed principal payments are no longer past due and will be paid over the remaining loan term.

Additionally, the amendment increased the interest rate on principal balances exceeding $ 15.0 million to 8 % in January 2024, with further interest rate increases to 9 % and 10 % in April 2024 and June 2024, respectively.

Notes due 2036 ;

The interest rate remains at 7.5 % for borrowings that do not exceed $ 15.0 million.

In December 2024, the loan was amended to increase the interest rate on the entire balance outstanding to 12.5 % per annum beginning January 1, 2025 and modify the principal payment schedule.

Notes due 2025 and 2036 ;

interest at 3.25 %

On September 1, 2021, we entered into an $ 8.3 million term loan with LaVie to be funded through monthly advances in the amount of $ 0.7 million from September 2021 through August 2022.

This term loan bore interest at a fixed rate of 7 % per annum (which may be paid-in-kind for the first year of the loan), originally matured on March 31, 2031 and required monthly principal payments of $ 0.1 million commencing September 1, 2022.

On September 1, 2021, we entered into an $ 8.3 million term loan with LaVie.

This term loan bore interest at a fixed rate of 7 % per annum, originally matured on March 31, 2031 and required monthly principal payments of $ 0.1 million commencing September 1, 2022.

The loan is secured by a guarantee from LaVie’s parent entities.

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During the year ended December 31, 2022, we applied $ 0.4 million of interest payments received to the $ 25.0 million term loan principal balance outstanding and $ 0.1 million of interest payments received to the $ 8.3 million term loan principal balance outstanding.

As of December 31, 2023, the amortized cost basis of these loans was $ 32.3 million, which represents 8.1 % of the total amortized cost basis of all non-real estate loan receivables.

The total reserve as of December 31, 2023 related to the LaVie loans was $ 28.7 million.

Note due 2027

On September 1, 2022, we entered into a $ 40.0 million mezzanine loan with a new operator.

The loan bore interest at a fixed rate of 12 % per annum with a September 14, 2027 maturity date.

In February 2023, this loan was repaid.

OMEGA HEALTHCARE INVESTORS, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS – Continued

On June 2 and 3, 2024, LaVie commenced voluntary cases under Chapter 11 of the U.S.

Bankruptcy Code in the Bankruptcy Court.

As described in LaVie’s filings with the Bankruptcy Court, we provided $ 10.0 million of DIP financing to LaVie in order to support sufficient liquidity to, among other things, effectively operate its facilities during bankruptcy.

Another lender, TIX 33433, LLC, also agreed to provide $ 10.0 million of DIP financing to LaVie, which is pari passau to Omega’s loan.

The DIP loan bears interest at 10.0 % and is paid-in-kind in arrears on a monthly basis.

The principal is due upon maturity.

Currently, the DIP loan matures on the earlier of (i) October 31, 2024, (ii) the effective date of a plan of reorganization or liquidation in the Chapter 11 cases or (iii) upon an event of default as defined in the DIP loan agreement.

The DIP lenders hold a second priority interest in the assets of LaVie, which include cash and accounts receivable.

Proceeds of any future asset sales, claims and causes of action and debt or equity issuances all serve as collateral for the DIP loans.

During the fourth quarter of 2024, the maturity date of DIP loan was extended to November 15, 2024 .

In January 2025, the maturity date of the loan was again extended to March 31, 2025 .

Given the risks associated with the bankruptcy process, we elected to evaluate the risk of loss on the DIP loan on an individual basis.

As the fair value of the collateral available to Omega was estimated to be less than the outstanding principal of $ 4.5 million as of June 30, 2024, we reserved $ 4.2 million through the provision for credit losses in the second quarter of 2024 to write the loan down to the estimated fair value of the collateral of $ 0.3 million.

The DIP loan was also placed on non-accrual status for interest recognition, and we will utilize the cost recovery method for any proceeds received on the DIP loan.

As a result of the issuance of the DIP loans discussed above, Omega’s collateral position under the $ 25.0 million secured term loan decreased from second to third priority.

We estimated that there will be insufficient collateral available for this loan following the decrease in priority and therefore recognized a $ 3.6 million provision for credit losses in the second quarter of 2024 to fully reserve the $ 25.0 million secured term loan.

During the fourth quarter of 2024, we reserved an additional $ 1.8 million through the provision for credit losses to write the DIP loan down to zero following additional draws of $ 1.5 million during the fourth quarter of 2024.

As of December 31, 2024, the amortized cost basis of the three LaVie loans was $ 38.3 million, which represents 8.4 % of the total amortized cost basis of all non-real estate loan receivables.

The total reserve as of December 31, 2024 related to the LaVie loans was $ 38.3 million.

Other notes outstanding

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Working Capital Loan – $ 20 million

In November 2021, we entered into a $ 20.0 million working capital loan (the “$20.0 million WC loan”) with an operator that managed, on an interim basis for a 4-month period, the operations of 23 facilities formerly leased to Gulf Coast.

The $ 20.0 million WC loan bears interest at 3 % per annum.

The maturity date of the $ 20.0 million WC loan was the earlier of (i) December 31, 2022 , (ii) the date of the termination of one or more of the MOTAs, or (iii) the date that New Manager requests that the loan be terminated.

Advances under the working capital loan are not required to be repaid until maturity.

The $ 20.0 million WC loan is secured by the accounts receivable of these facilities during the interim period of operation.

In November 2021, we entered into a $ 20.0 million working capital loan (the “$20.0 million WC loan”) with an operator that managed, on an interim basis, the operations of 23 facilities formerly leased to Gulf Coast.

The $ 20.0 million WC loan bore interest at 3 % per annum.

The maturity date of the $ 20.0 million WC loan was December 31, 2022 .

The $ 20.0 million WC loan was secured by the accounts receivable of these facilities during the interim period of operation.

During the year ended December 31, 2022, we recognized provisions for credit losses of $ 5.2 million related to the $ 20.0 million WC loan, which resulted in the loan being fully reserved.

Following the sale of 22 facilities, discussed in Note 4 – Assets Held for Sale, Dispositions and Impairments, the remaining accounts receivable outstanding that collateralize the loan was insufficient to support the current outstanding balance, and as a result, we recorded the additional reserves to reduce the carrying value of the loan to the fair value of the collateral.

The $ 20.0 million WC Loan was placed on non-accrual status during the third quarter of 2022 and is being accounted for under the cost recovery method.

The $ 20.0 million WC Loan was placed on non-accrual status during the third quarter of 2022 and was accounted for under the cost recovery method.

During the year ended December 31, 2023, we recognized a recovery for credit loss of $ 0.8 million for principal payments received on this loan.

As of December 31, 2023, the outstanding principal under this loan was $ 4.6 million, which is fully reserved.

During the second quarter of 2024, we wrote-off the loan and reserve balances.

OMEGA HEALTHCARE INVESTORS, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS – Continued

Gulf Coast – DIP Facility

As discussed in Note 5 – Contractual Receivables and Other Receivables and Lease Inducements, in October 2021, we provided a $ 25.0 million senior secured DIP facility (the “DIP Facility”) to Gulf Coast, in order to provide liquidity for the operations of the Gulf Coast facilities during its Chapter 11 cases.

The DIP Facility bore interest at LIBOR (subject to a 1 % floor) plus 12 % per annum and had an unused commitment fee equal to .50 % of the average daily balance of the undrawn commitments.

Interest and fees were payable monthly and the principal was due at maturity.

The DIP financing was guaranteed by all debtors in Gulf Coast’s Chapter 11 cases and was secured by liens on substantially all of their assets, including post-petition accounts receivable, subject in certain cases to other priorities or exceptions.

As of December 31, 2021, $ 20.5 million was outstanding under the DIP Facility, which was fully reserved for as discussed further below.

In October 2021, we provided a $ 25.0 million senior secured DIP facility (the “DIP Facility”) to Gulf Coast, in order to provide liquidity for the operations of the Gulf Coast facilities during its Chapter 11 cases.

Given the uncertainty and complexity surrounding the bankruptcy process and the deteriorated credit of Gulf Coast, we estimated that the collateral would have insufficient value to support the loan at maturity and that we would be unable to collect on substantially all principal amounts advanced to Gulf Coast under the DIP Facility.

Upon funding, we fully reserved all principal amounts advanced under the DIP Facility.

In the fourth quarter of 2021, we recorded reserves of $ 20.0 million (the principal outstanding after considering interest payments applied to principal discussed below) related to the DIP facility through the provision for credit losses on December 31, 2021.

See further discussion within Note 9 – Allowance for Credit Losses.

Additionally, we placed the loan on non-accrual status and used the cost recovery method to apply any interest and fees received directly against the principal of the loan.

During the year ended December 31, 2021, we received $ 0.5 million of interest and fee payments that we applied against the outstanding principal and recognized a recovery for credit loss equal to the amount of payments applied against the principal.

OMEGA HEALTHCARE INVESTORS, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS – Continued

During the year ended December 31, 2022, we recorded an additional net provision for credit losses of $ 0.2 million related to the DIP Facility, which reflects the full reserve of additional advances of $ 2.2 million made under the facility during 2022 and a $ 2.0 million recovery for interest and fee payments received during 2022 that were applied against the outstanding principal.

The DIP Facility matured on August 15, 2022 , which resulted in a write-off of the loan and reserve balances.

During the year ended December 31, 2023, we received proceeds of $ 1.0 million from the liquidating trust which resulted in a recovery for credit losses of $ 1.0 million.

During the years ended December 31, 2024 and 2023, we received proceeds of $ 5.3 million and $ 1.0 million, respectively, from the liquidating trust which resulted in a recovery for credit losses equal to that amount.

Revolving Credit Facility – $ 25 million

On October 1, 2021, the Company amended the terms of a $ 15 million revolving credit facility with an operator (the 3.8 % Operator discussed in Note 5 – Contractual Receivables and Other Receivables and Lease Inducements) that was previously issued in December 2020 and had a maturity date of December 1, 2022 .

On October 1, 2021, the Company amended the terms of a $ 15 million revolving credit facility with an operator that was previously issued in December 2020 and had a maturity date of December 1, 2022 .

The amendment increased the maximum principal of $ 20 million, reduced the interest rate to 5 % for the first year and 6 % thereafter and extended the maturity date to September 30, 2024 .

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As of December 31, 2024, $ 23.6 million was outstanding on the revolving credit facility.

As discussed in Note 5 – Contractual Receivables and Other Receivables and Lease Inducements, from January through March 2022, the 3.8 % Operator paid contractual interest under the credit facility but failed to pay contractual rent due under its lease agreement.

In March 2022, the lease with the 3.8 % Operator was amended to allow for a short-term rent deferral for January through March 2022.

The 3.8 % Operator has since paid the contractual amounts due under its lease and loan agreements from April 2022 through December 2023.

Promissory Notes – $ 20 million

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The working capital loan is secured by the accounts receivable of the acquired facilities.

As of December 31, 2023, the revolving working capital loan and mezzanine loan have outstanding principal balances of $ 12.0 million and $ 9.4 million, respectively.

During the fourth quarter of 2024, the working capital loan was repaid in full.

As of December 31, 2024, the mezzanine loan has an outstanding principal balance of $ 7.7 million.

OMEGA HEALTHCARE INVESTORS, INC.

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Real estate loans receivable

Investment in direct financing leases

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Unfunded real estate loan commitments

Unfunded non-real estate loan commitments

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Unfunded non-real estate loan commitments

(1) During the year ended December 31, 2023, we received proceeds of $ 1.0 million from the liquidating trust related to the DIP facility which resulted in a recovery for credit losses of $ 1.0 million that is not included in the rollforward above since we had previously written-off the loan balance and related reserves.

(2) This amount relates to the write-off of the allowance for the Guardian mortgage note in connection with the settlement and partial forgiveness of the note in the second quarter of 2023.

See Note 7 – Real Estate Loans Receivable for additional details.

(3) This amount relates to the additional $ 25.2 million allowance recorded during the first quarter of 2023 to reserve the aggregate deferred rent amount that is included within Agemo Replacement Loan B.

See Note 8 – Non-Real Estate Loans Receivable for additional details.

Unfunded non-real estate loan commitments

(1) During the year ended December 31, 2024, we received proceeds of $ 5.3 million from the liquidating trust related to the DIP Facility with Gulf Coast, which resulted in a recovery for credit losses of $ 5.3 million that is not included in the rollforward above since we had previously written-off the loan balance and related reserves.

(2) Amount reflects the movement of reserves associated with the Maplewood Revolver due to an adjustment to the internal risk rating on the loan from 4 to a 5 during the first quarter of 2024.

See Note 7 – Real Estate Loans Receivable for additional information.

(3) This amount includes cash recoveries of $ 4.7 million related to interest payments received on loans that are written down to fair value and are being accounted for under the cost recovery in which any payments received are applied directly against the principal balance outstanding.

This amount also includes $ 0.6 million related to principal payments received on loans that were fully reserved.

OMEGA HEALTHCARE INVESTORS, INC.

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Write-offs charged against allowance for the year ended December 31, 2023

Other additions to the allowance for the year ended December 31, 2023

Allowance for Credit Loss as of December 31, 2023

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Real estate loans receivable

Investment in direct financing leases

Non-real estate loans receivable

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Unfunded real estate loan commitments

Unfunded non-real estate loan commitments

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Unfunded non-real estate loan commitments

(1) During the third quarter of 2022, we wrote-off the loan balance and reserve for a loan that expired during the quarter which had previously been fully reserved.

(2) This provision includes an additional $ 10.8 million allowance recorded on the Agemo WC Loan during the year ended December 31, 2022.

See Note 8 – Non-Real Estate Loans Receivable for additional information on the Agemo WC Loan.

(3) This provision includes an additional $ 23.3 million allowance recorded on the LaVie $ 25.0 million term loan and on the $ 8.3 million term loan during the fourth quarter of 2022.

See Note 8 – Non-Real Estate Loans Receivable for additional information on the LaVie term loans.

(4) This provision includes an additional $ 5.2 million allowance recorded on the $ 20 million WC loan during the year ended December 31, 2022 as discussed in Note 8 – Non-Real Estate Loans Receivable.

(5) In the second quarter of 2022 we recorded an additional reserve of $ 2.2 million related to the remaining commitment under the DIP facility as we were notified of the operator’s intent to draw the funds in the third quarter of 2022.

In the third quarter of 2022, the remaining commitment under the facility was drawn and the facility expired and as a result we wrote-off the loan balance and related reserves as we do not expect to collect amounts under the facility following the expiration.

(1) During the year ended December 31, 2023, we received proceeds of $ 1.0 million from the liquidating trust related to the DIP Facility with Gulf Coast, which resulted in a recovery for credit losses of $ 1.0 million that is not included in the rollforward above since we had previously written-off the loan balance and related reserves.

(2) This amount relates to the write-off of the allowance for the Guardian mortgage note in connection with the settlement and partial forgiveness of the note in the second quarter of 2023.

See Note 7 – Real Estate Loans Receivable for additional provision includes an additional details.

See Note 8 – Non-Real Estate Loans Receivable for additional details.

OMEGA HEALTHCARE INVESTORS, INC.

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Real estate loans receivable

Investment in direct financing leases

Non-real estate loans receivable

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Unfunded non-real estate loan commitments

(1) Amount reflects the movement of reserves associated with our mortgage loan with Guardian due to a reduction of our internal risk rating on the loan from a 4 to a 6 during 2021.

As discussed in Note 7 – Real Estate Loans Receivable, we elected to evaluate the risk of loss on the loan on an individual basis, which resulted in recording an additional $ 38.2 million reserve on the mortgage loan.

This amount also reflects $ 4.5 million of additional allowance recorded in the second quarter of 2021 to fully impair one real estate loan receivable with a rating of 4 that was subsequently reduced to a rating of 6 in the third quarter of 2021.

(2) Amount reflects the movement of $ 22.7 million of reserves from non-real estate loans receivable with a rating of 4 to non-real estate loans receivable with a rating of 6 as a result of a reduction of our internal credit rating from a 4 to a 6 on the Agemo Term Loan during the third quarter of 2021.

Concurrent with reducing the risk rating on the Agemo Term Loan to a 6, we recorded an additional provision of $ 8.8 million to fully reserve the remaining carrying value of the Agemo Term Loan.

See Note 8 – Non-Real Estate Loans Receivable for additional information on the conditions that drove the additional Agemo Term Loan provision and rating reduction.

(3) The provision includes an additional $ 7.9 million allowance recorded on the Agemo WC Loan during the third quarter of 2021.

We also reduced the internal rating on the Agemo WC Loan from a 4 to a 5 during the third quarter of 2021.

See Note 8 – Non-Real Estate Loans Receivable for additional information on the conditions that drove the additional Agemo WC Loan provision and rating reduction.

(4) Amount reflects $ 20.0 million of additional allowance recorded in the fourth quarter of 2021 to fully reserve the remaining carrying value of the DIP Facility.

See Note 8 – Non-Real Estate Loans Receivable for additional information on the DIP Facility.

(1) During the third quarter of 2022, we wrote-off the loan balance and reserve for a loan that expired during the quarter which had previously been fully reserved.

(2) This provision includes an additional $ 10.8 million allowance recorded on the Agemo WC Loan during the year ended December 31, 2022.

See Note 8 – Non-Real Estate Loans Receivable for additional information on the Agemo WC Loan.

(3) This provision includes an additional $ 23.3 million allowance recorded on the LaVie $ 25.0 million term loan and on the $ 8.3 million term loan during the fourth quarter of 2022.

See Note 8 – Non-Real Estate Loans Receivable for additional information on the LaVie term loans.

(5) In the second quarter of 2022 we recorded an additional reserve of $ 2.2 million related to the remaining commitment under the Gulf Coast DIP Facility as we were notified of the operator’s intent to draw the funds in the third quarter of 2022.

In the third quarter of 2022, the remaining commitment under the DIP Facility was drawn and the DIP Facility expired and as a result we wrote-off the loan balance and related reserves as we did not expect to collect amounts under the DIP Facility following the expiration.

OMEGA HEALTHCARE INVESTORS, INC.

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Real estate loans receivable

Investment in direct financing leases

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We write-off interest receivable to provision for credit losses in the period we determine the interest is no longer considered collectible.

For the year ended December 31, 2021, we wrote-off interest receivables of $ 1.0 million (related to the Guardian mortgage loan, see Note 7 – Real Estate Loans Receivable).

This write-off is not reflected in the roll forward of the allowance for credit losses above.

During the years ended December 31, 2024, 2023 and 2022, we recognized $ 3.3 million, $ 1.7 million and $ 17.2 million, respectively, of interest income related to loans on non-accrual status as of December 31, 2024.

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( 1,422,096 )

( 1,090,953 )

Total collateral

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Maximum exposure to loss

(1) Amount excludes accounts receivable amounts that Omega has a security interest in as collateral under the two working capital loans with operators that are unconsolidated VIEs.

(1) Amount excludes accounts receivable amounts that Omega has a security interest in as collateral under the two working capital loans with entities that are unconsolidated VIEs.

The fair value of the accounts receivable available to Omega was $ 5.5 million and $ 8.9 million as of December 31, 2024 and December 31, 2023, respectively.

In determining our maximum exposure to loss from these VIEs, we considered the underlying carrying value of the real estate subject to leases with these operators and other collateral, if any, supporting our other investments, which may include accounts receivable, security deposits, letters of credit or personal guarantees, if any, as well as other liabilities recognized with respect to these operators.

The table below reflects our total revenues from the operators that are considered VIEs for the years ended December 31, 2023, 2022 and 2021:

In determining our maximum exposure to loss from these VIEs, we considered the underlying carrying value of the real estate subject to leases with these entities and other collateral, if any, supporting our other investments, which may include accounts receivable, security deposits, letters of credit or personal guarantees, if any, as well as other liabilities recognized with respect to these entities.

The table below reflects our total revenues from the entities that are considered unconsolidated VIEs, following the date they were determined to be VIEs, for the years ended December 31, 2024, 2023 and 2022:

Year Ended December 31,

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Omega is not required to make any additional capital contributions to the joint venture.

As of December 31, 2023, this joint venture has $ 27.9 million of total assets and $ 20.7 million of total liabilities, which are included in our Consolidated Balance Sheets.

As of December 31, 2024 and 2023, this joint venture has $ 24.3 million and $ 27.9 million, respectively, of total assets and $ 20.8 million and $ 20.7 million, respectively, of total liabilities, which are included in our Consolidated Balance Sheets.

As a result of consolidating the joint venture, in the first quarter of 2022, we recorded a $ 2.9 million noncontrolling interest to reflect the contributions of the minority interest holder of the joint venture.

No gain or loss was recognized on the initial consolidation of the VIE or upon the sale of the ALF to the joint venture.

In addition, as discussed in Note 3 – Real Estate Asset Acquisitions and Development, we consolidated the EATs that are classified as VIEs.

See further discussion of EATs that are consolidated in Note 3 – Real Estate Asset Acquisitions and Development.

In addition, as discussed in Note 3 – Real Estate Asset Acquisitions and Development, we consolidated the EATs that were classified as VIEs.

See further discussion of EATs that were consolidated in Note 3 – Real Estate Asset Acquisitions and Development.

NOTE 11 – INVESTMENTS IN JOINT VENTURES

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Carrying Amount

Initial Investment

Facilities at

Investment (1)

December 31, 2023

Second Spring Healthcare Investments (2)

Lakeway Realty, L.L.C.

Specialty facility

Second Spring Healthcare Investment

Cindat Joint Venture (3)

OMG Senior Housing, LLC

Specialty facility

OH CHS SNP, Inc.

RCA NH Holdings RE Co., LLC (5)(6)

WV Pharm Holdings, LLC (5)(6)

OMG-Form Senior Holdings, LLC (6)(7)

CHS OHI Insight Holdings, LLC

(1) Our investment includes our transaction costs, if any.

(2) During the first quarter of 2021, this joint venture sold 16 SNFs to an unrelated third party for approximately $ 328 million in net proceeds and recognized a gain on sale of approximately $ 102.2 million ( $ 14.9 million of which represents the Company’s share of the gain).

During the first quarter of 2021, this joint venture also sold five SNFs to Second Spring II LLC for approximately $ 70.8 million in net proceeds.

(3) We acquired an interest in a joint venture that owns the Lakeway Regional Medical Center (the “Lakeway Hospital”) in Lakeway, Texas.

Other Real Estate JVs (4)(5)(6)

Other Healthcare JVs (6)(7)

(1) Ownership percentages and facility counts are as of December 31, 2024.

(2) The joint venture owns the Lakeway Regional Medical Center (the “Lakeway Hospital”) in Lakeway, Texas.

Our initial basis difference of approximately $ 69.9 million is being amortized on a straight-line basis over 40 years to income (loss) from unconsolidated joint ventures in the Consolidated Statements of Operations.

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The lessee also has a right of first refusal and a right of first offer in the event the joint venture intends to sell or otherwise transfer Lakeway Hospital.

(4) We acquired a 49 % interest in Cindat Ice Portfolio JV, GP Limited, Cindat Ice Portfolio Holdings, LP and Cindat Ice Portfolio Lender, LP.

Cindat Ice Portfolio Holdings, LP owns 63 care homes leased to two operators in the U.K.

As of December 31, 2023, we had $ 62.0 million outstanding under a mortgage loan to this joint venture, which was repaid in full in December 2024.

(3) As of December 31, 2023, we held a 49 % interest in the Cindat Joint Venture that owned 63 care homes leased to two operators in the U.K.

pursuant to operating leases.

Cindat Ice Portfolio Lender, LP holds loans to a third-party operator.

Our investment in Cindat Joint Venture consists primarily of real estate.

Our initial basis difference of approximately $ 35 million is being amortized on a straight-line basis over approximately 40 years to income (loss) from unconsolidated joint ventures in the Consolidated Statements of Operations.

(5) These joint ventures were entered into in connection with an existing operator’s acquisition of SNFs in West Virginia during the second quarter of 2023, as discussed in Note 7 – Real Estate Loans Receivable and Note 8 – Non-Real Estate Loans Receivable.

The acquiring operator in the transaction is the majority owner of these joint ventures.

As of December 31, 2023, we have an aggregate of $ 9.8 million of loans outstanding with these joint ventures.

(6) These joint ventures are unconsolidated VIEs and therefore are included in the tables in Note 10 – Variable Interest Entities.

(7) During the second quarter of 2023, we funded $ 7.7 million under a mortgage loan with this joint venture.

OMEGA HEALTHCARE INVESTORS, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS – Continued

The following table reflects our income (loss) from unconsolidated joint ventures for the years ended December 31, 2023, 2022 and 2021:

Year Ended December 31,

(in thousands)

Second Spring Healthcare Investments (1)

Second Spring II LLC (2)

Lakeway Realty, L.L.C.

Cindat Joint Venture (3)

OMG Senior Housing, LLC

OH CHS SNP, Inc.

OMG-Form Senior Holdings, LLC

(1) The income from this unconsolidated joint venture for the year ended December 31, 2021 includes a $ 14.9 million gain on sale of real estate investments.

(2) The assets held by this joint venture have been liquidated, and we have no remaining operations related to this joint venture.

(3) Includes $ 2.5 million of fair value losses associated with derivative instruments.

Asset Management Fees

We receive asset management fees from certain joint ventures for services provided.

For the years ended December 31, 2023, 2022 and 2021, we recognized approximately $ 0.7 million, $ 0.7 million and $ 0.8 million, respectively, of asset management fees.

These fees are included in miscellaneous income in the accompanying Consolidated Statements of Operations.

Other Equity Investments

In the third quarter of 2021, we made an investment of $ 20.0 million in SafelyYou, Inc.

(“SafelyYou”), a technology company that has developed artificial intelligence-enabled video that detects and helps prevent resident falls in ALFs and SNFs.

Through our investment, we obtained preferred shares representing 5 % of the outstanding equity of SafelyYou and warrants to purchase SafelyYou common stock representing an additional 5 % of outstanding equity as of the date of our investment.

SafelyYou has committed, for a specified period, to using the proceeds of our investment to install its technology in our facilities or other facilities of our operators.

The vesting of the warrants is contingent upon SafelyYou’s attainment of certain installation targets in our facilities.

To the extent these installation targets are not attained, the investment funds associated with the unvested warrants would be returned to Omega.

The investment in the preferred shares and warrants are recorded within other assets on the Consolidated Balance Sheets.

As of December 31, 2023, 30 % of the SafelyYou warrants have vested as a result of certain installation targets being met.

In July 2024, we acquired the remaining 51 % ownership interest in the Cindat Joint Venture, such that we now own 100 % of the ownership interest in the entity that owns the Cindat portfolio.

See Note 3 – Real Estate Asset Acquisitions and Development for additional information.

(4) Includes three joint ventures formed for the purpose of owning or providing financing for SNFs, ALFs or specialties facilities.

(5) During the third quarter of 2024, one of the other real estate JVs, OMG Senior Holdings, LLC, sold one specialty facility to an unrelated third party for approximately $ 40.7 million in net cash proceeds and recognized a gain on sale of approximately $ 12.9 million ( $ 6.5 million of which represents the Company’s share of the gain).

(6) As of December 31, 2024 and 2023, we had an aggregate of $ 18.5 million and $ 17.5 million, respectively, of loans outstanding with these joint ventures.

(7) Includes six joint ventures engaged in businesses that support the long-term healthcare industry and our operators.

NOTE 12 – GOODWILL AND OTHER INTANGIBLES

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Balance as of December 31, 2024

In the fourth quarter of 2022, we sold a senior living focused technology company acquired by Omega in 2020, for a 6 % equity investment in the acquiring entity that offers a suite of technology services to senior living facilities.

In connection with the sale, we recognized a $ 1.2 million gain in other expense (income) – net.

We included $ 6.7 million of goodwill in the net assets disposed in connection with the transaction.

Our investment in the acquiring entity is included within other assets in the consolidated balance sheet as of December 31, 2022.

OMEGA HEALTHCARE INVESTORS, INC.

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Net below market leases

(1) As of December 31, 2024, includes $ 27.4 million of intangible assets related to above market leases assumed in connection with the acquisition of the remaining 51 % interest in the Cindat Joint Venture during the third quarter of 2024 (see Note 3 – Real Estate Asset Acquisitions and Development).

Above market leases, net of accumulated amortization, are included in other assets on our Consolidated Balance Sheets.

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2029 – $( 2.2 ) million and $( 12.5 ) million thereafter.

As of December 31, 2023, the weighted average remaining amortization period of above market lease assets is approximately 13 years and of below market lease liabilities is approximately seven years .

As of December 31, 2024, the weighted average remaining amortization period of above market lease assets is approximately ten years and of below market lease liabilities is approximately seven years .

NOTE 13 - CONCENTRATION OF RISK

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Our investment in these facilities, net of impairments and allowances, totaled approximately $ 10.1 billion at December 31, 2024, with approximately 98 % of our real estate investments related to long-term healthcare facilities.

Our portfolio is made up of (i) 592 SNFs, 188 ALFs, 19 ILFs, 19 specialty facilities and one MOB, (ii) fixed rate mortgages on 45 SNFs, seven ALFs, two specialty facilities and one ILF, and (iii) 17 facilities that are held for sale.

At December 31, 2023, we also held other real estate loans (excluding mortgages) receivable of $ 513.4 million and non-real estate loans receivable of $ 275.6 million, consisting primarily of secured loans to third-party operators of our facilities, and $ 188.4 million of investments in nine unconsolidated joint ventures.

Our portfolio is made up of (i) 589 SNFs, 290 ALFs, 19 ILFs, 18 specialty facilities and one MOB, (ii) fixed rate mortgages on 52 SNFs, 43 ALFs, one specialty facility and one ILF, and (iii) 12 facilities that are held for sale.

At December 31, 2024, we also held other real estate loans (excluding mortgages) receivable of $ 485.5 million and non-real estate loans receivable of $ 332.3 million, consisting primarily of secured loans to third-party operators of our facilities, and $ 88.7 million of investments in 11 unconsolidated joint ventures.

At December 31, 2024 and 2023, we had investments with one operator/or manager that approximated or exceeded 10% of our total investments:

Maplewood generated approximately 6.6 %, 8.9 % and 7.9 % of our total revenues (excluding the impact of write-offs) for the years ended December 31, 2023, 2022 and 2021, respectively.

During the year ended December 31, 2023, we also have one operator with total revenues (excluding the impact of write-offs) that exceeded 10% of our total revenues:

Maplewood generated approximately 5.2 %, 5.4 % and 6.9 % of our total revenues for the years ended December 31, 2024, 2023 and 2022, respectively.

The revenue associated with Maplewood for the year ended December 31, 2023 reflects a reduction of revenue of $ 12.5 million related to a termination fee payment made by Omega as discussed in Note 5 – Contractual Receivables and Other Receivables and Lease Inducements.

During the year ended December 31, 2024, we also have one operator with total revenues that exceeded 10% of our total revenues:

CommuniCare Health Services, Inc.

(“CommuniCare”).

CommuniCare generated approximately 11.5 %, 7.9 % and 6.3 % of our total revenues (excluding the impact of write-offs) for the years ended December 31, 2023, 2022 and 2021, respectively.

CommuniCare generated approximately 11.8 %, 11.7 % and 9.1 % of our total revenues for the years ended December 31, 2024, 2023 and 2022, respectively.

Revenue percentages above include the impact of straight-line rent receivable write-offs, lease inducement write-offs and effective yield interest receivable write-offs of $ 4.2 million, $ 20.6 million and $ 124.8 million for the years ended December 31, 2024, 2023 and 2022, respectively.

As of December 31, 2024, CommuniCare represented approximately 8.2 % of our total investments.

At December 31, 2023, the three states in which we had our highest concentration of investments were Texas ( 10.5 %), Indiana ( 6.9 %) and California ( 6.1 %).

In addition, our concentration of investments in the U.K.

OMEGA HEALTHCARE INVESTORS, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS – Continued

At December 31, 2024, the three states in which we had our highest concentration of investments were Texas ( 9.2 %), Indiana ( 6.2 %) and California ( 5.7 %).

In addition, our concentration of investments in the U.K.

NOTE 14 - BORROWING ARRANGEMENTS

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2024 term loan (2)

2024 term loan (5)

2026 mortgage loan (1)

Deferred financing costs – net

Premium – net

Total secured borrowings

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2033 notes (3)

2033 notes (6)

2025 term loan (3)(7)

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Total secured and unsecured borrowings – net (10)(11)

(1) Reflects the weighted average annual contractual interest rate on the mortgages at December 31, 2023.

Secured by real estate assets with a net carrying value of $ 66.2 million as of December 31, 2023.

(2) Wholly owned subsidiaries of Omega OP are the obligor on these borrowings.

(3) Excludes fees of approximately 0.65 % for mortgage insurance premiums.

(4) Borrowing is the debt of a consolidated joint venture.

(5) Borrowing is the debt of the consolidated joint venture discussed in Note 10 – Variable Interest Entities which was formed in the first quarter of 2022.

The borrowing is secured by two ALFs, which are owned by the joint venture.

(1) Wholly owned subsidiaries of Omega OP are or were the obligor on these borrowings.

(2) Borrowing was the debt of the consolidated joint venture discussed in Note 8 – Variable Interest Entities which was formed in the first quarter of 2022.

The borrowing was secured by two ALFs, which are owned by the joint venture.

During the second quarter of 2024, Omega repaid this loan using available cash and proceeds from our $ 1.45 billion senior unsecured multicurrency revolving credit facility (“Revolving Credit Facility”).

(3) Guaranteed by Omega OP.

(7) During the second quarter of 2023, the Company transitioned its benchmark interest rate for its $ 1.45 billion senior unsecured multicurrency revolving credit facility from LIBOR to SOFR .

As of December 31, 2023, borrowings under Omega’s $ 1.45 billion senior unsecured multicurrency revolving credit facility consisted of £ 16.0 million British Pounds Sterling (“GBP”).

(4) During the second quarter of 2023, the Company transitioned its benchmark interest rate for its Revolving Credit Facility from LIBOR to SOFR .

The applicable interest rate on the US Dollar tranche and on the GBP borrowings under the alternative currency tranche of the credit facility were 5.67 % and 6.02 % as of December 31, 2024, respectively.

(8) On August 1, 2023, the Company repaid the $ 350 million of 4.375 % senior notes that matured on August 1, 2023 using available cash.

(5) The Company repaid the $ 400 million of 4.95 % senior notes that matured on April 1, 2024 using available cash and proceeds from our Revolving Credit Facility.

(6) Subsequent to December 31, 2024, the Company repaid the $ 400 million of 4.50 % senior notes that matured on January 15, 2025 using available cash.

(7) The weighted average interest rate of the $ 428.5 million 2025 term loan has been adjusted to reflect the impact of the interest rate swaps that effectively fix the SOFR -based portion of the interest rate at 4.047 % .

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HUD Mortgage Debt

On October 31, 2019, we assumed approximately $ 389 million in mortgage loans guaranteed by HUD.

On October 31, 2019, we assumed $ 389 million in mortgage loans guaranteed by HUD.

The HUD loans had maturity dates between 2046 and 2052 with fixed interest rates ranging from 2.82 % per annum to 3.24 % per annum.

The HUD loans may be prepaid subject to an initial penalty of 10 % of the remaining principal balances in the first year and the prepayment penalty decreases each subsequent year by 1 % until no penalty is required.

On August 26, 2020, we paid approximately $ 13.7 million to retire two mortgage loans guaranteed by HUD that were assumed in 2019 and had an average interest rate of 3.08 % per annum with maturities in 2051 and 2052 .

On August 31, 2022, we paid approximately $ 7.9 million to retire one mortgage loan guaranteed by HUD that was assumed in 2019 and had a fixed interest rate of 2.92 % per annum with a maturity date in 2051 .

The payoff included a $ 0.4 million prepayment fee which is included in loss on debt extinguishment on our Consolidated Statements of Operations.

In connection with the sales made in the third and fourth quarters of 2023 (as discussed further in Note 4 – Assets Held for Sale, Dispositions and Impairments), 29 mortgage loans guaranteed by HUD in the aggregate amount of $ 281.7 million that were assumed in 2019 were retired.

During 2020, we paid $ 13.7 million to retire two mortgage loans with an average interest rate of 3.08 % per annum with maturities in 2051 and 2052 .

On August 31, 2022, we paid approximately $ 7.9 million to retire one mortgage loan with a fixed interest rate of 2.92 % per annum with a maturity date in 2051 .

In connection with the sales made in the third and fourth quarters of 2023 (as discussed further in Note 4 – Assets Held for Sale, Dispositions and Impairments), 29 mortgage loans in the aggregate amount of $ 281.7 million were retired.

These 29 loans had a weighted average fixed interest rate of 3.03 % per annum with maturities between 2046 and 2052 .

During the fourth quarter of 2023, we paid approximately $ 14.8 million to retire three mortgage loans guaranteed by HUD that were assumed in 2019 and had a weighted average fixed interest rate of 2.97 % per annum with maturity dates between 2046 and 2052 .

The payoff included a $ 0.5 million prepayment fee which is included in loss on debt extinguishment on our Consolidated Statements of Operations.

All HUD loans are subject to the regulatory agreements that require escrow reserve funds to be deposited with the loan servicer for mortgage insurance premiums, property taxes, debt service and capital replacement expenditures.

As of December 31, 2023, the Company has total escrow reserves of $ 4.9 million with the loan servicer that is reported within other assets on the Consolidated Balance Sheets.

During the fourth quarter of 2023, we paid approximately $ 14.8 million to retire three mortgage loans with a weighted average fixed interest rate of 2.97 % per annum with maturity dates between 2046 and 2052 .

During the first quarter of 2024, the remaining nine HUD mortgages with outstanding principal of $ 41.6 million were paid off.

We recognized $ 1.3 million, $ 0.5 million and $ 0.4 million, respectively, of losses on debt extinguishment for prepayment penalties incurred on the HUD mortgage payoffs, discussed above, for the years ended December 31, 2024, 2023 and 2022.

All HUD loans were subject to the regulatory agreements that require escrow reserve funds to be deposited with the loan servicer for mortgage insurance premiums, property taxes, debt service and capital replacement expenditures.

As of December 31, 2023, the Company had total escrow reserves of $ 4.9 million with the loan servicer that is reported within other assets on the Consolidated Balance Sheets.

2026 Mortgage Loan

As discussed in Note 3 – Real Estate Asset Acquisitions and Development, we assumed the 2026 Mortgage Loan as part of our acquisition of the remaining 51 % interest in the Cindat Joint Venture.

The 2026 Mortgage Loan matures in August 2026 but can be repaid without a prepayment penalty beginning November 2025.

The 2026 Mortgage Loan bears interest at the Sterling Overnight Index Average (“SONIA ”) plus an applicable margin of 5.38 %.

As part of the transaction, we assumed four interest rate cap contracts that ensure the annual interest rate on the 2026 Mortgage Loan does not exceed 10.38 %.

The fair value adjustment on the 2026 Mortgage Loan was $ 20.7 million and is being amortized into interest expense over the remaining contractual term of the loan.

The net premium of $ 15.9 million in the table above relates to the fair value adjustment on the 2026 Mortgage Loan.

We incurred $ 4.9 million of deferred costs in connection with the assumption of the 2026 Mortgage Loan.

OMEGA HEALTHCARE INVESTORS, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS – Continued

Unsecured Borrowings

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We recorded $ 3.3 million of deferred financing costs and a $ 1.4 million discount in connection with the 2025 Omega Credit Agreement.

OMEGA HEALTHCARE INVESTORS, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS – Continued

Revolving Credit Facility

On April 30, 2021, Omega entered into a credit agreement (the “Omega Credit Agreement”) providing us with a new $ 1.45 billion senior unsecured multicurrency revolving credit facility (the “Revolving Credit Facility”), replacing our previous $ 1.25 billion senior unsecured 2017 multicurrency revolving credit facility.

On April 30, 2021, Omega entered into a credit agreement (the “Omega Credit Agreement”) providing us with a new Revolving Credit Facility, replacing our previous $ 1.25 billion senior unsecured multicurrency revolving credit facility obtained in 2017 and the related credit agreement.

The Omega Credit Agreement contains an accordion feature permitting us, subject to compliance with customary conditions, to increase the maximum aggregate commitments thereunder to $ 2.5 billion, by requesting an increase in the aggregate commitments under the Revolving Credit Facility or by adding term loan tranches.

The Revolving Credit Facility bears interest at SOFR plus an adjustment of 0.11448 % per annum (or in the case of loans denominated in GBP, the Sterling overnight index average reference rate plus an adjustment of 0.1193 % per annum, and in the case of loans denominated in Euros, the Euro interbank offered rate, or EURIBOR) plus an applicable percentage (with a range of 95 to 185 basis points) based on our credit ratings.

The Revolving Credit Facility bears interest at SOFR plus an adjustment of 0.11448 % per annum (or in the case of loans denominated in GBP, the SONIA reference rate plus an adjustment of 0.1193 % per annum, and in the case of loans denominated in Euros, the Euro interbank offered rate, or EURIBOR) plus an applicable percentage (with a range of 95 to 185 basis points) based on our credit ratings.

SOFR is a broad measure of the cost of borrowing cash in the overnight U.S.

Treasury repo market, and is administered by the Federal Reserve Bank of New York.

The Revolving Credit Facility matures on April 30, 2025 , subject to Omega’s option to extend such maturity date for two six-month periods.

The Revolving Credit Facility may be drawn in Euros, GBP, Canadian Dollars (collectively, “Alternative Currencies”) or USD, with a $ 1.15 billion tranche available in USD and a $ 300 million tranche available in Alternative Currencies.

The Revolving Credit Facility matures on April 30, 2025 , subject to Omega’s option to extend such maturity date for two six-month periods.

In January 2025, Omega provided notification to extend the maturity date to October 30, 2025 .

We incurred $ 12.9 million of deferred costs in connection with the Omega Credit Agreement.

On April 30, 2021, Omega OP entered into a credit agreement (the “Omega OP Credit Agreement”) providing it with a new $ 50 million senior unsecured term loan facility (the “OP Term Loan”).

On April 30, 2021, Omega OP entered into a credit agreement (the “Omega OP Credit Agreement”) providing it with a new OP Term Loan.

The OP Term Loan replaces the $ 50 million senior unsecured term loan obtained in 2017 and the related credit agreement.

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The OP Term Loan matures on April 30, 2025 , subject to Omega OP’s option to extend such maturity date for two , six-month periods.

In January 2025, Omega provided notification to extend the maturity date to October 30, 2025 .

We incurred $ 0.4 million of deferred costs in connection with the Omega OP Credit Agreement.

Subordinated Debt

In connection with a 2010 acquisition, we assumed five separate $ 4.0 million subordinated notes that bore interest at 9 % per annum and matured on December 21, 2021 .

Interest on these notes was due quarterly with the principal balance due at maturity.

As discussed in Note 5 – Contractual Receivables and Other Receivables and Lease Inducements, to the extent that the operator of the facilities (Gulf Coast) failed to pay rent when due to us under our existing master lease, we had the right to offset the amounts owed to us against the amounts we owe to the lender under the notes.

As of December 31, 2021, we offset $ 1.3 million of accrued interest and $ 20.0 million of principal under the Subordinated Debt against the uncollected receivables of Gulf Coast.

Following the application of these offsets, Omega believes it has no further obligations under the Subordinated Debt.

See Note 20 – Commitments and Contingencies for additional discussion regarding an ongoing lawsuit related to the Subordinated Debt.

Parent and Omega OP, on a combined basis, have no material assets, liabilities or operations other than financing activities (including borrowings under the senior unsecured revolving and term loan credit facility, OP term loan and the outstanding senior notes) and their investments in non-guarantor subsidiaries.

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As of December 31, 2023, we have 12 interest rate swaps with $ 478.5 million in notional value that was entered into during 2023 (discussed further below).

The swaps are designated as cash flow hedges of the interest payments on two of Omega’s variable interest loans.

Additionally, we have ten foreign currency forward contracts with £ 250.0 million in notional value issued at a weighted average GBP-USD forward rate of 1.3234 that are designated as net investment hedges.

As of December 31, 2024, we have 12 interest rate swaps with $ 478.5 million in notional value and four interest rate caps with £ 190.0 million in notional value.

The swaps and the majority of the caps are designated as cash flow hedges of the interest payments on three of Omega’s variable interest loans.

Additionally, we have 11 foreign currency forward contracts with £ 258.0 million in notional value issued at a weighted average GBP-USD forward rate of 1.2899 that are designated as net investment hedges.

Cash Flow Hedges of Interest Rate Risk

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The effective fixed rate achieved by the combination of the 2025 Omega Credit Agreement and the interest rate swaps could fluctuate up by 40 basis points or down by 60 basis points based on future changes to our credit ratings.

As discussed in Note 3 – Real Estate Asset Acquisitions and Development, we assumed four interest rate cap contracts as a part of our acquisition of the remaining 51 % interest in the Cindat Joint Venture.

The interest rate caps terminate on August 26, 2026 .

The interest rate cap contracts ensure that the annual interest rate on the 2026 Mortgage Loan does not exceed 10.38 %.

Foreign Currency Forward Contracts and Debt Designated as Net Investment Hedges

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against fluctuations in foreign exchange rates.

In March 2021, we entered into four foreign currency forward contracts with notional amounts totaling £ 174.0 million, that mature on March 8, 2024 , to hedge a portion of our net investments in the U.K., including an intercompany loan and an investment in our U.K.

In March 2021, we entered into four foreign currency forward contracts with notional amounts totaling £ 174.0 million, that matured on March 8, 2024 , to hedge a portion of our net investments in the U.K., including an intercompany loan and an investment in our U.K.

joint venture, effectively replacing the terminated net investment hedge.

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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS – Continued

On February 27, 2024, we terminated two foreign currency forward contracts that were entered into in March 2021 with notional amounts totaling £ 70.0 million.

Omega received a net cash settlement of $ 8.4 million as a result of termination, which is included within net cash used in investing activities in the Consolidated Statements of Cash Flows.

The $ 8.4 million related to the termination will remain in accumulated other comprehensive income until the underlying hedged items are liquidated.

Concurrent with the termination of the two foreign currency forward contracts, also on February 27, 2024, we entered into three new foreign currency forward contracts with notional amounts totaling £ 78.0 million and a GBP-USD forward rate of 1.2707 , each of which mature between March 8, 2027 and March 7, 2031 .

The new currency forward contracts hedge an intercompany loan between a U.S.

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

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The net carrying amount of cash and cash equivalents, restricted cash, contractual receivables, other assets and accrued expenses and other liabilities reported in the Consolidated Balance Sheets approximates fair value because of the short maturity of these instruments (Level 1).

OMEGA HEALTHCARE INVESTORS, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS – Continued

At December 31, 2024 and 2023, the net carrying amounts and fair values of other financial instruments were as follows:

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Revolving credit facility

2023 term loan

2026 mortgage loan

2024 term loan

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3.25 % notes due 2033 – net

HUD mortgages – net

OMEGA HEALTHCARE INVESTORS, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS – Continued

Fair value estimates are subjective in nature and are dependent on a number of important assumptions, including estimates of future cash flows, risks, discount rates and relevant comparable market information associated with each financial instrument (see Note 2 – Summary of Significant Accounting Policies).

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The fair values of notes receivable are estimated using a discounted cash flow analysis, using current interest rates being offered for similar loans to borrowers with similar credit ratings (Level 3).

● Revolving credit facility, OP term loan, 2023 term loan, 2024 term loan and 2025 term loan:

● Revolving Credit Facility, OP Term Loan, 2024 term loan and 2025 term loan:

The carrying amount of these approximate fair value because the borrowings are interest rate adjusted.

Differences between carrying value and the fair value in the table above are due to the inclusion of deferred financing costs in the carrying value.

● 2026 Mortgage Loan:

The 2026 Mortgage Loan was recorded at fair market value in July 2024, as of the date we assumed it as part of our acquisition of the remaining 51 % interest in the Cindat Joint Venture.

The fair market value was determined by discounting the remaining contractual cash flows using a current market rate of interest of comparable debt instruments.

Differences between carrying value and the fair value in the table above are due to the inclusion of deferred financing costs in the carrying value.

OMEGA HEALTHCARE INVESTORS, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS – Continued

● Senior notes:

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If we fail to meet the requirements for qualification as a REIT for any of the subsidiary REITs, it may cause the Parent REIT to fail the requirements for qualification as a REIT also.

OMEGA HEALTHCARE INVESTORS, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS – Continued

We have elected to treat certain of our active subsidiaries as TRSs.

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Our foreign subsidiaries are subject to foreign income taxes and withholding taxes.

As discussed in Note 3 – Real Estate Asset Acquisitions and Development, in connection with the acquisition of one U.K.

entity in the first quarter of 2022, we acquired foreign net operating losses of $ 55.0 million resulting in a NOL deferred tax asset of $ 13.4 million.

As of December 31, 2023, one of our U.K.

subsidiaries had a NOL carryforward of approximately $ 38.0 million.

The NOLs have no expiration date and may be available to offset future taxable income.

The majority of our U.K.

portfolio elected to enter the U.K.

REIT regime with an effective date of April 1, 2023.

In connection with entering the U.K.

REIT regime, we recognized several adjustments to our deferred tax balances in the first quarter of 2023 as summarized below.

As discussed in Note 3 – Real Estate Asset Acquisitions and Development, we acquired foreign net operating losses of $ 47.8 million resulting in a NOL deferred tax asset of $ 11.9 million in connection with our acquisition of one U.K.

entity in the second quarter of 2024 and we acquired foreign net operating losses of $ 55.0 million resulting in a NOL deferred tax asset of $ 13.4 million in connection with the acquisition of one U.K.

entity in the first quarter of 2022.

As of December 31, 2024, we have aggregate NOL carryforwards of approximately $ 76.4 million associated with two U.K.

subsidiaries.

NOLs have no expiration date and may be available to offset future taxable income.

We believe these foreign NOLs are realizable under a “more likely than not” measurement and have not recorded a valuation allowance against the deferred tax asset.

OMEGA HEALTHCARE INVESTORS, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS – Continued

The Organization for Economic Co-operation and Development (OECD) has a framework to implement a global minimum corporate tax of 15% for companies with global revenues and profits above certain thresholds (referred to as Pillar 2), with certain aspects of Pillar 2 effective January 1, 2024 and other aspects effective January 1, 2025.

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We do not expect Pillar 2 to have a material impact on our effective tax rate or our consolidated results of operation, financial position, and cash flows.

The majority of our U.K.

portfolio elected to enter the U.K.

REIT regime with an effective date of April 1, 2023.

In connection with entering the U.K.

REIT regime, we recognized several adjustments to our deferred tax balances in the first quarter of 2023 as summarized below.

The following is a summary of our provision for income taxes:

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(in millions)

Provision for federal, state and local income taxes (1)

Provision for foreign income taxes (2)

Total provision for income taxes (3)

Federal, state and local income tax expense (1)

Foreign income tax expense (2)

Total income tax expense (3)

(1) For the years ended December 31, 2024, 2023 and 2022, income before income tax expense and income from unconsolidated joint ventures from domestic operations was $ 386.4 million, $ 234.2 million and $ 418.5 million, respectively.

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(3) The above amounts do not include gross income receipts or franchise taxes payable to certain states and municipalities.

OMEGA HEALTHCARE INVESTORS, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS – Continued

The following is a summary of deferred tax assets and liabilities:

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Foreign net operating loss carryforward

Foreign deferred tax liability (1)

Foreign deferred tax asset (1)

Net deferred tax asset

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Net deferred tax liability

(1) The deferred tax liability primarily resulted from inherited basis differences resulting from our acquisition of entities in the U.K.

Subsequent adjustments to these accounts result from GAAP to tax differences related to depreciation, indexation and revenue recognition.

The foreign deferred tax liabilities were eliminated upon the majority of our U.K.

portfolio entering the U.K.

(2) The deferred tax liability resulted from book to tax differences recorded in the U.S.

(1) The deferred tax asset and liability resulted from book to tax differences recorded in the U.S.

relating to depreciation and revenue recognition in the U.K.

recognized upon the majority of our U.K.

portfolio entering the U.K.

NOTE 18 – STOCKHOLDERS’ EQUITY

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The average price per share and repurchase cost includes the cost of commissions.

Omega did not repurchase any of its outstanding common stock under this announced program during 2023.

At-The-Market Offering Program

On September 3, 2015, we entered into separate Equity Distribution Agreements with several financial institutions to sell $ 500 million of shares of our common stock from time to time through an “at-the-market” (“ATM”) offering program (the “2015 ATM Program”).

Sales of the shares, if any, were made by means of ordinary brokers’ transactions on the New York Stock Exchange at market prices, or as otherwise agreed with the applicable Manager.

We paid each Manager compensation for sales of the shares up to 2 % of the gross sales price per share for shares sold through such Manager under the applicable Equity Shelf Agreements.

Omega did no t repurchase any of its outstanding common stock under this announced program during 2023 or 2024.

OMEGA HEALTHCARE INVESTORS, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS – Continued

During the second quarter of 2021, we terminated the 2015 ATM Program and entered into a new ATM Equity Offering Sales Agreement pursuant to which shares of common stock having an aggregate gross sales price of up to $ 1.0 billion (the “2021 ATM Program”) may be sold from time to time (i) by Omega through several financial institutions acting as a sales agent or directly to the financial institutions as principals, or (ii) by several financial institutions acting as forward sellers on behalf of any forward purchasers pursuant to a forward sale agreement.

At-The-Market Offering Program

During the second quarter of 2021, we entered into a new “at-the-market” (“ATM”) Equity Offering Sales Agreement pursuant to which shares of common stock having an aggregate gross sales price of up to $ 1.0 billion (the “2021 ATM Program”) may be sold from time to time by Omega through several financial institutions acting as a sales agent or directly to the financial institutions as principals.

Under the 2021 ATM Program, compensation for sales of the shares was limited to 2 % or less of the gross sales price per share for shares sold through each financial institution.

During the third quarter of 2024, we terminated the 2021 ATM Program and entered into a new ATM Equity Offering Sales Agreement pursuant to which shares of common stock having an aggregate gross sales price of up to $ 1.25 billion (the “2024 ATM Program,” and together with the 2021 ATM Program, the “ATM Program”) may be sold from time to time (i) by Omega through several financial institutions acting as a sales agent or directly to the financial institutions as principals, or (ii) by several financial institutions acting as forward sellers on behalf of any forward purchasers pursuant to a forward sale agreement.

Under the 2024 ATM Program, compensation for sales of the shares will not exceed 2 % of the gross sales price per share for shares sold through each financial institution.

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We did not utilize the forward provisions under the ATM Program during 2022, 2023 or 2024.

The following is a summary of the shares issued under the 2021 and 2015 ATM Programs for each of the years ended December 31, 2021, 2022, and 2023 (in millions except average price per share):

The following is a summary of the shares issued under our ATM Program for each of the years ended December 31, 2022, 2023, and 2024 (in thousands except average price per share):

Average Net Price

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Dividend Reinvestment and Common Stock Purchase Plan

We have a Dividend Reinvestment and Common Stock Purchase Plan (the “DRSPP”) that allows for the reinvestment of dividends and the optional purchase of our common stock.

On March 23, 2020, we temporarily suspended the DRSPP and on December 17, 2020, we reinstated the DRSPP.

The table below presents information regarding the shares issued under the DRSPP for each of the years ended December 31, 2021, 2022, and 2023 (in millions):

We have a Dividend Reinvestment and Common Stock Purchase Plan (the “DRCSPP”) that allows for the reinvestment of dividends and the optional purchase of our common stock.

The table below presents information regarding the shares issued under the DRCSPP for each of the years ended December 31, 2022, 2023, and 2024 (in thousands):

Shares issued

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February 15, 2024

July 31, 2023

April 30, 2024

August 5, 2024

October 31, 2023

August 15, 2024

November 4, 2024

November 15, 2024

February 10, 2025

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Accumulated Other Comprehensive Income (Loss)

The following is a summary of our accumulated other comprehensive income (loss), net of tax where applicable:

The following is a summary of our accumulated other comprehensive income (loss), net of tax as of December 31, 2024 and 2023:

(in thousands)

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Derivative instruments designated as net investment hedges

Total accumulated other comprehensive income (loss) before noncontrolling interest

Total accumulated other comprehensive income before noncontrolling interest

portion included in noncontrolling interest

Total accumulated other comprehensive income (loss) for Omega

Total accumulated other comprehensive income for Omega

During the years ended December 31, 2024, 2023 and 2022, we reclassified $ 9.6 million, $ 6.7 million and $ 4.2 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.

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Cancelled during 2024

Forfeited during 2023

Vested during 2024 (2)

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NOTE 20 – COMMITMENTS AND CONTINGENCIES

Shareholder Litigation

Shareholder Litigation Settlement

The Company and certain of its officers, C.

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District Court for the Southern District of New York (the “Securities Class Action”).

Brought by lead plaintiff Royce Setzer and additional plaintiff Earl Holtzman, the Securities Class Action purported to assert claims for violations of Section 10(b) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”) and Rule 10b-5 promulgated thereunder, as well as Section 20(a) of the Exchange Act, and sought monetary damages, interest, fees and expenses of attorneys and experts, and other relief.

The Securities Class Action alleged that the defendants violated the Exchange Act by making materially false and/or misleading statements, and by failing to disclose material adverse facts about the Company’s business, operations, and prospects, including the financial and operating results of one of the Company’s operators, the ability of such operator to make timely rent payments, and the impairment of certain of the Company’s leases and the uncollectibility of certain receivables.

The plaintiffs and defendants executed a stipulation of settlement dated December 9, 2022 (“Settlement”), which provided for a dismissal and release of all claims against the defendants by a class of persons and/or entities who purchased or otherwise acquired Company securities from February 8, 2017 through October 31, 2017 without any admission of wrongdoing or liability on the part of the Company or the individual defendants.

On April 25, 2023, following notice to class members and a hearing, the court entered judgment approving the Settlement, which became effective May 25, 2023.

Upon the effective date of the Settlement, the Settlement payment of $ 30.75 million was permitted to be transmitted from an escrow account funded by the Company’s directors and officers insurers to a settlement fund to be distributed to class members by a third party administrator.

In the second quarter of 2023, after the Company fulfilled all of its obligations pursuant to the court-approved Settlement, the Company reversed the previously recorded $ 31 million legal reserve, which is included within accrued expenses and other liabilities on the Consolidated Balance Sheets, and the related $ 31 million receivable related to the insurance reimbursement, which was included within other assets on the Consolidated Balance Sheets.

Certain derivative actions have also been brought against the officers named in the Securities Class Action, and certain current and former directors of the Company, alleging claims relating to the matters at issue in the Securities Class Action.

In 2018, Stourbridge Investments LLC, a purported stockholder of the Company, filed a derivative action purportedly on behalf of the Company in the U.S.

District Court for the Southern District of New York, alleging violations of Section 14(a) of the Exchange Act and state-law claims including breach of fiduciary duty.

The complaint alleges, among other things, that the named defendants are responsible for the Company’s failure to disclose the financial condition of Orianna Health Systems (“Orianna”), the alleged non-disclosures that were also the subject of the Securities Class Action described above.

The plaintiff did not make a demand on the Company to bring the action prior to filing it, but rather alleges that demand would have been futile.

The parties executed a stipulation of settlement dated December 9, 2022 (“Settlement”), which provided for a dismissal and release of all claims against the defendants without any admission of wrongdoing or liability on the part of the Company or the individual defendants.

The Settlement became effective May 25, 2023, and the Settlement payment of $ 30.75 million was distributed to class members.

In the second quarter of 2023, after the Company fulfilled all of its obligations pursuant to the court-approved Settlement, the Company reversed the previously recorded $ 31 million legal reserve, which was included within accrued expenses and other liabilities on the Consolidated Balance Sheets, and the related $ 31 million receivable related to the insurance reimbursement, which was included within other assets on the Consolidated Balance Sheets.

Certain derivative actions were brought against the officers named in the Securities Class Action, and certain current and former directors of the Company, alleging claims relating to the matters at issue in the Securities Class Action.

In February 2024, formal stipulations of settlement incorporating the substantive terms of the memoranda of understanding and detailing the proposed settlements’ operational terms were submitted for court approval.

The orders approving the formal stipulations of settlement became final and non-appealable in the second and third quarters of 2024, respectively, and the Company fulfilled all of its obligations pursuant to such stipulations of settlements .

The settlements are without any admission of the allegations in the complaints, which the defendants deny.

In the second quarter of 2024, the Company’s insurers funded $ 2.8 million to an escrow account established for the purpose of paying the settlement amounts in accordance with the terms of the applicable settlement, and the Company reversed the previously recorded $ 2.8 million legal reserve within accrued expenses and other liabilities and the related $ 2.8 million receivable within other assets on the Consolidated Balance Sheets.

OMEGA HEALTHCARE INVESTORS, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS – Continued

In 2019, purported stockholder Phillip Swan by his counsel, and stockholders Tom Bradley and Sarah Smith by their counsel, filed derivative actions in the Baltimore City Circuit Court of Maryland, purportedly on behalf of the Company, asserting claims for breach of fiduciary duty, waste of corporate assets and unjust enrichment against the named defendants.

The complaints allege, among other things, that the named defendants are responsible for the Company’s failure to disclose the financial condition of Orianna.

Those actions were consolidated.

Prior to filing suit, each of these stockholders had made demands on the Board of Directors in 2018 that the Company bring such lawsuits.

After an investigation and due consideration, and in the exercise of its business judgment, the Board of Directors determined that it is not in the best interests of the Company to commence litigation against any current or former officers or directors based on the matters raised in the demands.

In addition, in late 2020, Robert Wojcik, a purported shareholder of the Company, filed a derivative action in the U.S.

District Court for the District of Maryland, purportedly on behalf of the Company, asserting violations of Section 14(a) of the Exchange Act, Sections 10(b) and 21D of the Exchange Act, as well as claims for breach of fiduciary duty, unjust enrichment, abuse of control, gross mismanagement, and waste of corporate assets.

The complaint alleges, among other things, that the named defendants are responsible for the Company’s failure to disclose the financial condition of Orianna, as well as certain alleged discriminatory conduct and lack of diversity concerning the Company.

Wojcik also did not make a demand on the Company prior to filing suit.

The Company and individual defendants have reached an agreement in principle with each of the derivative plaintiffs to resolve these derivative actions, as reflected by written memoranda of understanding.

The proposed settlements contemplate the Company’s adoption of certain non-monetary corporate governance enhancements and initiatives.

The parties are currently negotiating formal stipulations of settlement that will incorporate the substantive terms of the memoranda of understanding and detail the proposed settlements’ operational terms, which will be subject to court approval.

The settlements are without any admission of the allegations in the complaints, which the defendants deny.

While the Company believes that it was and is in compliance with all applicable laws, in the fourth quarter of 2023, the Company recorded a $ 2.8 million legal reserve related to this matter which is included within accrued expenses and other liabilities on the Consolidated Balance Sheets.

As the settlement amounts are to be paid by insurance, the Company concurrently recorded a receivable for $ 2.8 million within other assets on the Consolidated Balance Sheet, and consequently there is no impact to the Consolidated Statements of Operations related to this matter.

Gulf Coast Subordinated Debt

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Omega believes that the claims are baseless and is evaluating procedural and substantive legal options in connection with this recently filed suit to the extent the stay is lifted.

OMEGA HEALTHCARE INVESTORS, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS – Continued

In addition to the matters above, we are subject to various other legal proceedings, claims and other actions arising out of the normal course of business.

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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 in the event that the prior operators do not perform under their transition agreements.

These indemnification agreements were provided to certain operators in connection with facility transitions and generally would be applicable if the prior operators do not perform under their transition agreements.

We have committed to fund the construction of new leased and mortgaged facilities, capital improvements and other commitments.

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Non-real estate loan commitments

Other real estate loan commitments

Construction and capital expenditure mortgage loan commitments

Real estate loan commitments

Total remaining commitments (1)

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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS – Continued

During the third quarter of 2024, we amended the existing master lease with Brookdale Senior Living Inc.

(“Brookdale”) to extend the maturity date from December 2027 to December 2037.

As part of the amendment, we agreed to provide up to $ 80.0 million in funding for capital expenditures on the facilities subject to the master lease (included in the table above).

The annual rent under the lease will not be adjusted for fundings of capital expenditures in the aggregate amount of up to $ 30.0 million of the $ 80.0 million commitment.

With respect to the remaining $ 50.0 million of the $ 80.0 million commitment, the annual rent under the lease will increase by the amount of each capital expenditure multiplied by 9.5 %.

NOTE 21 – SUPPLEMENTAL DISCLOSURE TO CONSOLIDATED STATEMENTS OF CASH FLOWS

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Non-cash investing activities

Non-cash acquisition of real estate

Non-cash acquisition of real estate (see Note 3)

Non-cash proceeds from sale of business

Non-cash placement of loan principal

Non-cash collection of loan principal

Non-cash investment in non-real estate loans receivables (See Note 3)

Non-cash investment in other investments

Non-cash financing activities

Non-cash repayment of other long-term borrowings

Assumption of debt (see Note 3 and Note 14)

Non-cash contribution from noncontrolling member in consolidated joint venture

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Net income available to common stockholders

NOTE 23 – SEGMENTS

We conduct our operations and report financial results as one business segment.

The presentation of financial results as one reportable segment is consistent with the way we operate our business and is consistent with the manner in which our CODM, our Chief Executive Officer, evaluates performance and makes resource and operating decisions for the business.

The reportable segment derives revenues from operators primarily through providing financing and capital to the long-term healthcare industry.

Our core portfolio consists of long-term “triple net” leases and real estate loans with our operators.

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 or entities that support the long-term healthcare industry and our operators.

Omega derives revenue primarily in the U.S.

and manages the business activities on a consolidated basis.

The accounting policies of the business segment are the same as those described in the summary of significant accounting policies.

OMEGA HEALTHCARE INVESTORS, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS – Continued

The CODM evaluates performance and makes resource and operating decisions for the business based on net income that is reported on the Consolidated Statements of Operations.

The measure of segment assets is reported on the Consolidated Balance Sheets as total assets.

The CODM uses net income to evaluate whether to make new investments, borrow or pay-off debt and/or issue or repurchase equity.

The Company’s CODM periodically reviews interest expense and treats it as a significant segment expense.

Interest expense is the largest recurring cash expense of the Company because debt is one of our primary sources of funds for new investments.

Dependent on market conditions, our CODM seeks to mitigate the effects of fluctuations in interest rates by matching the terms of new investments with long-term fixed rate borrowings to the extent possible.

Additionally, the CODM also utilizes hedging instruments as discussed in Note 15 – Derivatives and Hedging, to help manage interest rate risk and limit significant fluctuations in interest expense for variable rate borrowings.

Interest expense related to the Company’s reportable segment is as follows:

Year Ended December 31,

(in thousands)

Interest expense

Interest – amortization of deferred financing costs (1)

Interest expense – net

(1) Includes amortization of deferred financing costs, discounts and premiums.

NOTE 24 – SUBSEQUENT EVENTS

In January and February 2024, we funded $ 27.3 million in mortgage and other real estate loans.

The loans have a weighted-average interest rate of 9.6 % with maturity dates ranging from January 31, 2027 through January 31, 2029 .

The loans are secured by first or second mortgage liens on the facility.

Leadership Transition

In January 2025, the Company and Daniel J.

Booth, Chief Operating Officer, mutually agreed that Mr.

Booth’s employment agreement with the Company would terminate effective January 2, 2025.

The Company entered into a Transition Agreement and Release (the “Transition Agreement”) as of January 1, 2025 with Mr.

Booth in connection with his departure and transitioning of his responsibilities.

The Transition Agreement provides that Mr.

Booth will be entitled to receive the payments and benefits due in connection with a termination of employment by the Company without cause pursuant to his Employment Agreement, as amended, dated effective January 1, 2024, provided that vesting of his previously granted equity incentives shall be prorated through January 1, 2026, and he shall be entitled to certain continued benefits under his supplemental life insurance policy.

In addition, in connection with the Transition Agreement, Mr.

Booth will be eligible to receive a transition payment of $ 2.0 million to be made in equal installments not less frequently than twice per month over the 24 month period commencing as of January 2, 2025.

In addition, pursuant to a Consulting Agreement entered into between the Company and Mr.

Booth as of January 3, 2025, Mr.

Booth has agreed to perform such consulting and advisory services from January 3, 2025 through January 1, 2026 as the Company may require in connection with transitioning Mr.

Booth’s responsibilities.

We account for our stock-based awards in accordance with provisions of ASC 718, Compensation – Stock Compensation which includes guidance for accounting for a modification of existing stock-based compensation awards.

In connection with the transition discussed above and the modification of certain of Mr.

Booth’s equity awards, the Company will incur non-cash stock-based compensation expense of $ 6.6 million in the first quarter of 2025.

2025 New Investments

In January 2025, we funded a $ 15.4 million mortgage loan to one operator.

The loan bears interest at 11.0 % and matures in June 2030 .

In January 2025, we acquired two facilities in Texas for consideration of $ 10.6 million and leased them to one new operator.

The facilities have an initial annual cash yield of 9.9 % with annual escalators of 2.0 %.

OMEGA HEALTHCARE INVESTORS, INC.

SCHEDULE III – REAL ESTATE AND ACCUMULATED DEPRECIATION

SC HEDULE III – REAL ESTATE AND ACCUMULATED DEPRECIATI ON

(in thousands)

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25 years - 31 years

California (ALF, SNF, SF)

California (ALF, SF, SNF)

5 years - 35 years

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Illinois (ALF)

Indiana (ALF, ILF, SNF, SF)

Indiana (ALF, ILF, SF, SNF)

20 years - 40 years

9 unchanged sentences

20 years - 33 years

Michigan (ALF, SNF)

Michigan (SNF)

Minnesota (ALF, ILF, SNF)

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Oklahoma (SNF)

20 years - 33 years

Oregon (ALF, ILF, SNF)

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(1) The real estate included in this schedule is being used in either the operation of skilled nursing facilities (“SNF”), assisted living facilities (“ALF”), independent living facilities (“ILF”), specialty facilities (“SF”) (consisting of specialty hospitals, long-term acute care hospitals, independent rehabilitation facilities, behavioral health substance facilities, behavioral health psychology facilities and traumatic brain injury facilities) or medical office buildings (“MOB”), located in the states or country indicated.

(2) Certain of the real estate indicated are security for the HUD loan borrowings totaling $ 41.9 million at December 31, 2023.

OMEGA HEALTHCARE INVESTORS, INC.

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Balance at close of period

(a) Includes approximately $ 8.2 million and $ 58.6 million of non-cash consideration exchanged and/or valuation adjustments during the years ended December 31, 2022 and 2021, respectively.

(a) Includes approximately $ 344.0 million and $ 8.2 million of non-cash consideration exchanged and/or valuation adjustments during the year ended December 31, 2024 and 2022 respectively.

Year Ended December 31,

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Periodic Payment Terms

Mortgages (3) (4) (6)

First Mortgages

Michigan (19 SNFs)

Interest plus approximately $ 61.9 of principal payable monthly with $ 271,429 due at maturity

Michigan (4 SNFs)

Interest plus approximately $ 6.3 of principal payable monthly with $ 27,909 due at maturity

Michigan (2 SNFs)

Michigan (36 SNFs and 1 ALF)

Interest plus approximately $ 108.2 of principal payable monthly with $ 417,336 due at maturity

1 unchanged sentence

Interest payable monthly until maturity

Texas (1 specialty facility)

Interest plus approximately $ 161.3 of principal payable monthly with $ 59,546 due at maturity

Illinois (1 SNF, 2 ALFs and 1 ILF)

Ohio (2 SNFs)

Interest payable monthly until maturity

Pennsylvania (2 SNFs)

Interest paid-in-kind for first year, then interest paid monthly until maturity

Illinois (2 ALFs, 1 SNF and 1 ILF)

Interest payable monthly until maturity

Pennsylvania (4 ALFs)

Interest payable monthly until maturity

Michigan (1 ALF)

Interest payable monthly until maturity

Florida (1 ALF)

Interest payable monthly until maturity

Tennessee (1 ALF)

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Tennessee (1 SNF)

Michigan (1 SNF)

Interest plus approximately $ 28.7 of principal payable monthly with $ 13,791 due at maturity

Connecticut (1 SNF)

Interest payable monthly until maturity

Michigan (8 SNFs and 1 ALF)

Interest plus approximately $ 18.2 of principal payable monthly with $ 80,918 due at maturity

Interest payable monthly until maturity

Georgia (2 ALFs)

Interest payable monthly until maturity

Georgia (2 SNFs, 1 ALF), Florida (1 SNF)

Interest payable monthly until maturity

United Kingdom (1 ALF )

Interest payable monthly until maturity

United Kingdom (15 ALFs)

Interest payable monthly until maturity

United Kingdom (11 ALFs)

Interest payable monthly until maturity

Florida (1 ALF)

Interest payable monthly until maturity

Capital Expenditure Mortgages

Interest plus approximately $ 16.2 of principal payable monthly with $ 979 due at maturity

Interest payable monthly until maturity

No interest due on the first $ 300 , then interest payable monthly until maturity

Interest plus approximately $ 6.4 of principal payable monthly with $ 51,644 due at maturity

Construction Mortgages

Michigan (1 SNF)

Interest paid-in-kind monthly until maturity

United Kingdom (1 ALF)

Interest payable monthly until maturity

United Kingdom (1 ALF)

Interest payable monthly until maturity

Allowance for credit loss on mortgage loans (8)

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(b) The 2023 and 2022 amounts include $ 3.9 million and $ 6.0 million, respectively, of interest payments that were directly applied against the principal balance outstanding using the cost recovery method.

The 2023 and 2021 amounts also include $ 37.0 million and $ 58.6 million, respectively, of non-cash principal reductions.

The 2023 amounts also include $ 37.0 million of non-cash principal reductions.

(5) Mortgage written down to the fair value of the underlying collateral.

12 unchanged sentences

Certificate of Limited Partnership of OHI Healthcare Properties Limited Partnership (Incorporated by reference to Exhibit 3.121 to the Company’s Form S-4, filed April 16, 2015).

Second Amended and Restated Agreement of Limited Partnership by and among Omega Healthcare Investors, Inc., OHI Healthcare Properties Holdco, Inc., and Aviv Healthcare Properties Limited Partnership (Incorporated by reference to Exhibit 10.11 to the Company’s Current Report on Form 8-K, filed April 3, 2015).

Third Amended and Restated Agreement of Limited Partnership of OHI Healthcare Properties Limited Partnership as of February 11, 2025.*

See Exhibits 3.1 to 3.5.

Indenture, dated as of March 11, 2014, by and among the Company, the guarantors named therein, and U.S.

Bank National Association (Incorporated by reference to Exhibit 4.1 to the Company’s Current Report on Form 8-K, filed March 11, 2014).

First Supplemental Indenture, dated as of June 27, 2014, among the Company, each of the subsidiary guarantors listed therein and U.S.

Bank National Association (Incorporated by reference to Exhibit 4.4 to the Company’s Quarterly Report on Form 10-Q, filed August 6, 2014).

Second Supplemental Indenture, dated as of November 25, 2014, among the Company, each of the subsidiary guarantors listed therein and U.S.

Bank National Association, and that certain Third Supplemental Indenture, dated as of January 23, 2015, among the Company, each of the subsidiary guarantors listed therein and U.S.

Bank National Association (Incorporated by reference to Exhibit 4.4B to the Company’s Annual Report on Form 10-K, filed February 27, 2015).

Fourth Supplemental Indenture, dated effective as of March 2, 2015, among the Company, each of the subsidiary guarantors listed therein and U.S.

Bank National Association (Incorporated by reference to Exhibit 4.3B to the Company’s Quarterly Report on Form 10-Q, filed May 8, 2015).

Fifth Supplemental Indenture, dated as of April 1, 2015, among the Company, each of the subsidiary guarantors listed therein and U.S.

Bank National Association (Incorporated by reference to Exhibit 4.3C to the Company’s Quarterly Report on Form 10-Q, filed May 8, 2015).

Sixth Supplemental Indenture, dated as of August 4, 2015, among the Company, each of the subsidiary guarantors listed therein and U.S.

Bank National Association (Incorporated by reference to Exhibit 4.3 to the Company’s Quarterly Report on Form 10-Q, filed November 6, 2015).

Seventh Supplemental Indenture, dated as of November 9, 2015, among the Company, each of the subsidiary guarantors listed therein and U.S.

Bank National Association (Incorporated by reference to Exhibit 4.2F to the Company’s Annual Report on Form 10-K, filed February 29, 2016).

Eighth Supplemental Indenture, dated as of March 29, 2016, among the Company, each of the subsidiary guarantors listed therein and U.S.

Bank National Association (Incorporated by reference to Exhibit 4.2 to the Company’s Quarterly Report on Form 10-Q, filed May 6, 2016).

Ninth Supplemental Indenture, dated as of May 13, 2016, among the Company, each of the subsidiary guarantors listed therein and U.S.

Bank National Association (Incorporated by reference to Exhibit 4.2 to the Company’s Quarterly Report on Form 10-Q, filed August 5, 2016).

Tenth Supplemental Indenture, dated as of August 9, 2016, among the Company, each of the subsidiary guarantors listed therein and U.S.

Bank National Association (Incorporated by reference to Exhibit 4.2 to the Company’s Quarterly Report on Form 10-Q, filed November 8, 2016).

Eleventh Supplemental Indenture, dated as of November 10, 2016, among the Company, each of the subsidiary guarantors listed therein and U.S.

Bank National Association (Incorporated by reference to Exhibit 4.2J to the Company’s Annual Report on Form 10-K, filed February 24, 2017).

Twelfth Supplemental Indenture, dated as of March 17, 2017, among the Company, each of the subsidiary guarantors listed therein and U.S.

Bank National Association (Incorporated by reference to Exhibit 4.2 to the Company’s Quarterly Report on Form 10-Q, filed May 5, 2017).

Thirteenth Supplemental Indenture, dated as of May 11, 2017, among the Company, each of the subsidiary guarantors listed therein and U.S.

Bank National Association (Incorporated by reference to Exhibit 4.1 to the Company’s Quarterly Report on Form 10-Q, filed August 9, 2017).

Fourteenth Supplemental Indenture, dated as of May 25, 2017, among the Company, each of the subsidiary guarantors listed therein and U.S.

Bank National Association (Incorporated by reference to Exhibit 4.1A to the Company’s Quarterly Report on Form 10-Q, filed August 9, 2017).

Indenture, dated as of September 11, 2014, by and among the Company, the subsidiary guarantors named therein, and U.S.

98 unchanged sentences

Conforming Changes Amendment to Credit Agreement, dated as of June 7, 2023, between OHI Healthcare Properties Limited Partnership and Bank of America, N.A., as administrative agent (Incorporated by reference to Exhibit 10.2 to the Company’s Quarterly Report on Form 10-Q, filed August 3, 2023).

At-the Market Equity Offering Sales Agreement, dated May 20, 2021, among the Company, the Sales Agents, the Forward Sellers and the Forward Purchasers (Incorporated by reference to Exhibit 1.1 to the Company’s Current Report on Form 8-K, filed May 20, 2021).

At-the Market Equity Offering Sales Agreement, dated September 6, 2024, among the Company, the Sales Agents, the Forward Sellers and the Forward Purchasers (Incorporated by reference to Exhibit 1.1 to the Company’s Current Report on Form 8-K, filed September 6, 2024).

Omega Healthcare Investors, Inc.

5 unchanged sentences

Form of Time-Based Profits Interest Units Agreement pursuant to the Omega Healthcare Investors, Inc.

2018 Stock Incentive Plan (commencing 2022) (Incorporated by reference to Exhibit 10.6N to the Company’s Annual Report on Form 10-K, filed February 17, 2022).

2018 Stock Incentive Plan (2022 through 2024) (Incorporated by reference to Exhibit 10.6N to the Company’s Annual Report on Form 10-K, filed February 17, 2022).

Form of Time-Based Profits Interest Units Agreement pursuant to the Omega Healthcare Investors, Inc.

2018 Stock Incentive Plan (commencing 2025).

Form of TSR-Based Performance Restricted Stock Units Agreement pursuant to the Omega Healthcare Investors, Inc.

2018 Stock Incentive Plan (commencing 2022) (Incorporated by reference to Exhibit 10.6O to the Company’s Annual Report on Form 10-K, filed February 17, 2022).

2018 Stock Incentive Plan (2022 through 2024) (Incorporated by reference to Exhibit 10.6O to the Company’s Annual Report on Form 10-K, filed February 17, 2022).

Form of TSR-Based Performance Restricted Stock Units Agreement pursuant to the Omega Healthcare Investors, Inc.

2018 Stock Incentive Plan (commencing 2025).

Form of TSR-Based Performance Profits Interest Units Agreement pursuant to the Omega Healthcare Investors, Inc.

2018 Stock Incentive Plan (commencing 2022) (Incorporated by reference to Exhibit 10.6P to the Company’s Annual Report on Form 10-K, filed February 17, 2022).

2018 Stock Incentive Plan (2022 through 2024) (Incorporated by reference to Exhibit 10.6P to the Company’s Annual Report on Form 10-K, filed February 17, 2022).

Form of TSR-Based Performance Profits Interest Units Agreement pursuant to the Omega Healthcare Investors, Inc.

2018 Stock Incentive Plan (commencing 2025).

Form of Relative TSR-Based Performance Restricted Stock Units Agreement pursuant to the Omega Healthcare Investors, Inc.

2018 Stock Incentive Plan (commencing 2022) (Incorporated by reference to Exhibit 10.6Q to the Company’s Annual Report on Form 10-K, filed February 17, 2022).

2018 Stock Incentive Plan (2022 through 2024) (Incorporated by reference to Exhibit 10.6Q to the Company’s Annual Report on Form 10-K, filed February 17, 2022).

Form of Relative TSR-Based Performance Restricted Stock Units Agreement pursuant to the Omega Healthcare Investors, Inc.

2018 Stock Incentive Plan (commencing 2025).

Form of Relative TSR-Based Performance Profits Interest Units Agreement pursuant to the Omega Healthcare Investors, Inc.

2018 Stock Incentive Plan (commencing 2022) (Incorporated by reference to Exhibit 10.6R to the Company’s Annual Report on Form 10-K, filed February 17, 2022).

2018 Stock Incentive Plan (2022 through 2024) (Incorporated by reference to Exhibit 10.6R to the Company’s Annual Report on Form 10-K, filed February 17, 2022).

Form of Relative TSR-Based Performance Profits Interest Units Agreement pursuant to the Omega Healthcare Investors, Inc.

2018 Stock Incentive Plan (commencing 2025).+*

Form of Director Time-Based Profits Interest Units Agreement pursuant to the Omega Healthcare Investors, Inc.

2018 Stock Incentive Plan.+*

Form of Director Restricted Stock Award Agreement pursuant to the Omega Healthcare Investors, Inc.

2018 Stock Incentive Plan.+*

Form of Officer Deferred Performance Restricted Stock Unit Agreement (Incorporated by reference to Exhibit 10.2 of the Company’s Quarterly Report on Form 10-Q, filed August 5, 2013).

Form of Employment Agreement for Company’s executive officers, other than Ms.

Makode, effective as of January 1, 2020 for the Company’s executive officers (Incorporated by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K, filed December 20, 2019).

Employment Agreement, effective as of January 1, 2020, between the Company and Gail Makode (Incorporated by reference to Exhibit 10.2 of the Company’s Current Report on Form 8-K, filed December 20, 2019).

Form of Annual Amendment to Employment Agreement for the Company’s executive officers.

Form of Employment Agreement for Company’s executive officers.

Omega Healthcare Investors, Inc.

3 unchanged sentences

identified therein as guarantors, the lenders named therein and Bank of America, N.A., as administrative agent for such lenders (Incorporated by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K, filed August 11, 2023).

Transition Agreement and Release, dated as of January 1, 2025, between Omega Healthcare Investors, Inc., Omega Asset Management LLC and Daniel Booth (Incorporated by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K, filed January 6, 2025).

Consulting Agreement, dated as of January 3, 2025, between Omega Healthcare Investors, Inc., Omega Asset Management LLC and Daniel Booth (Incorporated by reference to Exhibit 10.2 to the Company’s Current Report on Form 8-K, filed January 6, 2025).

Omega Healthcare Investors, Inc.

Insider Trading Policy.*

Subsidiaries of the Registrant.*

6 unchanged sentences

Omega Healthcare Investors, Inc.

Incentive Compensation Recovery Policy.* +

Incentive Compensation Recovery Policy (Incorporated by reference to Exhibit 97.1 to the Company’s Annual Report on Form 10-K, filed February 12, 2024).

The following financial statements from the Company’s Annual Report on Form 10-K for the year ended December 31, 2024, formatted in Inline XBRL:

39 unchanged sentences

Compared sentence by sentence after normalising whitespace, quotation marks, case and digits, so re-formatting and restated figures do not read as changed language. Wording changes appear as one removal and one addition. The current filing and the prior one are authoritative.

What changed 10-K

Item 9A. Controls and Procedures