OMEGA HEALTHCARE INVESTORS INC 10-K

Item 9A – Controls and Procedures 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, 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. Management’s Report on Internal Control over Financial Reporting Our management is responsible for establishing and maintaining adequate internal control over financial reporting. The Company’s internal control over financial reporting is a process designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with GAAP and includes those policies and procedures that: ● Pertain to the maintenance of records that in reasonable detail accurately and fairly reflect the transactions and dispositions of the assets of the Company; ● Provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles and that receipts and expenditures of the Company are being made only in accordance with authorizations of management and directors of the Company; and ● Provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use or disposition of the Company’s assets that could have a material effect on the financial statements. All internal control systems, no matter how well designed, have inherent limitations and can provide only reasonable, not absolute, assurance that the objectives of the control system are met. Further, the design of a control system must reflect the fact that there are resource constraints, and the benefits of controls must be considered relative to their costs. Because of the inherent limitations in all control systems, no evaluation of controls can provide absolute assurance that all control issues and instances of fraud, if any, within our Company have been detected. Therefore, even those systems determined to be effective can provide only reasonable assurance with respect to financial statement preparation and presentation. In connection with the preparation of this Form 10-K, our management assessed the effectiveness of the Company’s internal control over financial reporting as of December 31, 2024. In making that assessment, our management used the criteria set forth by the Committee of Sponsoring Organizations of the Treadway Commission (“COSO”) in Internal Control-Integrated Framework (“2013 framework”). 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 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, 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. 48 Table of Contents Item 9B – Other Information (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. Item 9C – Disclosure Regarding Foreign Jurisdictions that Prevent Inspections Not Applicable. ​ ​ 49 Table of Contents PART III Item 10 – Directors, Executive Officers of the Registrant and Corporate Governance 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 We have adopted a written Code of Business Conduct and Ethics (“Code of Ethics”) that applies to all of our directors and employees, including our chief executive officer, chief financial officer, chief accounting officer and controller. A copy of our Code of Ethics is available on our website at www.omegahealthcare.com. 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. 50 Table of Contents The following table provides information about shares available for future issuance under our equity compensation plans as of December 31, 2024: Equity Compensation Plan Information ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ (c) ​ ​ ​ ​ ​ ​ ​ Number of securities ​ ​ (a) ​ (b) ​ remaining available for ​ ​ Number of securities to ​ Weighted-average ​ future issuance under ​ ​ be issued upon exercise ​ exercise price of ​ equity compensation plans ​ ​ of outstanding options, ​ outstanding options, ​ excluding securities Plan category warrants and rights (1) warrants and rights (2) reflected in column (a) (3) Equity compensation plans approved by security holders 7,333,538 ​ $ — 4,215,990 Equity compensation plans not approved by security holders — ​ — — Total 7,333,538 ​ $ — 4,215,990 (1) Reflects (i) 564,901 time-based restricted stock units (“RSUs”) and profit interest units (“PIUs”), (ii) 6,100,651 shares related to performance-based RSUs ( “PRSUs”) and performance-based PIUs that could be issued if certain performance conditions are achieved and (iii) 667,986 shares in respect of outstanding deferred stock units. (2) No exercise price is payable with respect to the RSUs and PRSUs. (3) Reflects (i) 3,766,787 shares of common stock under our 2018 Stock Incentive Plan and (ii) 449,203 shares of common stock under the Omega Healthcare In vestors, Inc. Employee Stock Purchase Plan. ​ 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. ​ 51 Table of Contents PART IV Item 15 – Exhibits and Financial Statement Schedules (a)(1) Listing of Consolidated Financial Statements ​ ​ ​ Title of Document Page Number Reports of Independent Registered Public Accounting Firm (PCAOB ID: 42 ) ​ F-1 ​ ​ ​ Consolidated Balance Sheets as of December 31, 2024 and 2023 ​ F-4 Consolidated Statements of Operations for the three years ended December 31, 2024 ​ F-5 Consolidated Statements of Comprehensive Income for the three years ended December 31, 2024 ​ F-6 Consolidated Statements of Equity for the three years ended December 31, 2024 ​ F-7 Consolidated Statements of Cash Flows for the three years ended December 31, 2024 ​ F-8 Notes to Consolidated Financial Statements ​ F-9 ​ (a)(2) Financial Statement Schedules. The following consolidated financial statement schedules are included herein: ​ ​ ​ Schedule III – Real Estate and Accumulated Depreciation ​ F-71 ​ ​ ​ Schedule IV – Mortgage Loans on Real Estate ​ F-73 ​ All other schedules for which provision is made in the applicable accounting regulation of the Securities and Exchange Commission are not required under the related instructions or are inapplicable or have been omitted because sufficient information has been included in the notes to the Consolidated Financial Statements. (a)(3) Exhibits — See “ Index to Exhibits ” beginning on Page I-1 of this report. Item 16 – Form 10-K Summary None. ​ ​ 52 Table of Contents Report of Independent Registered Public Accounting Firm ​ To the Stockholders and the Board of Directors of Omega Healthcare Investors, Inc. ​ Opinion on the Financial Statements We have audited the accompanying consolidated balance sheets of Omega Healthcare Investors, Inc. (the Company) as of December 31, 2024 and 2023, the related consolidated statements of operations, comprehensive income, equity and cash flows for each of the three years in the period ended December 31, 2024, and the related notes and financial statement schedules listed in the Index at Item 15(a)(2) (collectively referred to as the “consolidated financial statements”). In our opinion, the consolidated financial statements present fairly, in all material respects, the financial position of the Company at December 31, 2024 and 2023, and the results of its operations and its cash flows for each of the three years in the period ended December 31, 2024, in conformity with U.S. generally accepted accounting principles. We also have audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States) (PCAOB), the Company's internal control over financial reporting as of December 31, 2024, based on criteria established in Internal Control—Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission (2013 framework), and our report dated February 13, 2025 expressed an unqualified opinion thereon. Basis for Opinion These financial statements are the responsibility of the Company's management. Our responsibility is to express an opinion on the Company’s financial statements based on our audits. We are a public accounting firm registered with the PCAOB and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB. We conducted our audits in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement, whether due to error or fraud. Our audits included performing procedures to assess the risks of material misstatement of the financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the financial statements. Our audits also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the financial statements. We believe that our audits provide a reasonable basis for our opinion. Critical Audit Matter The critical audit matter communicated below is a matter arising from the current period audit of the financial statements that was communicated or required to be communicated to the audit committee and that: (1) relates to accounts or disclosures that are material to the financial statements and (2) involved our especially challenging, subjective or complex judgments. The communication of the critical audit matter does not alter in any way our opinion on the consolidated financial statements, taken as a whole, and we are not, by communicating the critical audit matter below, providing a separate opinion on the critical audit matter or on the accounts or disclosures to which it relates. F-1 Table of Contents Collectibility of future lease payments Description of the Matter 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. Auditing the Company's accounting for rental income is complex due to the judgment involved in the Company’s determination of the collectibility of future lease payments. The determination involves consideration of the lessee’s payment history, an assessment of the financial strength of the lessee and any guarantors, where 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). How We Addressed the Matter in Our Audit We obtained an understanding, evaluated the design and tested the operating effectiveness of the Company's controls over the recognition of rental income, including controls over management’s assessment of the collectibility of future lease payments. For example, we tested controls over management’s consideration of the factors used in assessing collectibility and controls over the completeness and accuracy of the data used in management’s analyses. To test the rental income recognized, we performed audit procedures that included, among others, evaluating the collectibility of future lease payments. For example, we assessed the lessee’s payment history, historical operating results of the properties, and factors contributing to the financial strength of the lessee, including current and future economic conditions, as well as management’s assessment of the expectation of performance of a sample of operators. We also considered whether other information obtained throughout the course of our audit procedures corroborated or contradicted management’s analysis. In addition, we tested the completeness and accuracy of the data that was used in management’s analyses. ​ ​ ​ ​ ​ ​ /s/ Ernst & Young LLP We have served as the Company’s auditor since 1992. Baltimore, Maryland February 13, 2025 ​ ​ F-2 Table of Contents Report of Independent Registered Public Accounting Firm ​ To the Stockholders and Board of Directors of Omega Healthcare Investors, Inc. ​ Opinion on Internal Control over Financial Reporting We have audited Omega Healthcare Investors, Inc.’s internal control over financial reporting as of December 31, 2024, based on criteria established in Internal Control —Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission (2013 framework) (the COSO criteria). In our opinion, Omega Healthcare Investors, Inc. (the Company) maintained, in all material respects, effective internal control over financial reporting as of December 31, 2024, based on the COSO criteria. We also have audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States) (PCAOB), the consolidated balance sheets of Omega Healthcare Investors, Inc. as of December 31, 2024 and 2023, the related consolidated statements of operations, comprehensive income, equity and cash flows for each of the three years in the period ended December 31, 2024, and the related notes and financial statement schedules listed in the Index at Item 15(a)(2) and our report dated February 13, 2025 expressed an unqualified opinion thereon. Basis for Opinion The Company’s management is responsible for maintaining effective internal control over financial reporting and for its assessment of the effectiveness of internal control over financial reporting included in the accompanying Management’s Report on Internal Control over Financial Reporting. Our responsibility is to express an opinion on the Company’s internal control over financial reporting based on our audit. We are a public accounting firm registered with the PCAOB and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB. We conducted our audit in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether effective internal control over financial reporting was maintained in all material respects. Our audit included obtaining an understanding of internal control over financial reporting, assessing the risk that a material weakness exists, testing and evaluating the design and operating effectiveness of internal control based on the assessed risk, and performing such other procedures as we considered necessary in the circumstances. We believe that our audit provides a reasonable basis for our opinion. Definition and Limitations of Internal Control Over Financial Reporting A company’s internal control over financial reporting is a process designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles. A company’s internal control over financial reporting includes those policies and procedures that (1) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of the company; (2) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles, and that receipts and expenditures of the company are being made only in accordance with authorizations of management and directors of the company; and (3) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use, or disposition of the company’s assets that could have a material effect on the financial statements. Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Also, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate. /s/ Ernst & Young LLP Baltimore, Maryland February 13, 2025 ​ F-3 Table of Contents ​ OMEGA HEALTHCARE INVESTORS, INC. CONSOLIDATED BALANCE SHEETS (in thousands, except per share amounts) ​ ​ ​ ​ ​ ​ ​ ​ December 31, ​ 2024 2023 ​ ​ ​ ​ ​ ​ ASSETS ​ ​ ​ ​ ​ Real estate assets ​ ​ Buildings and improvements $ 7,342,497 $ 6,894,045 Land ​ 996,701 ​ ​ 870,310 Furniture and equipment ​ 510,106 ​ ​ 469,654 Construction in progress ​ 210,870 ​ ​ 138,410 Total real estate assets ​ 9,060,174 ​ ​ 8,372,419 Less accumulated depreciation ( 2,721,016 ) ( 2,469,893 ) Real estate assets – net 6,339,158 5,902,526 Investments in direct financing leases – net 9,453 8,716 Real estate loans receivable – net 1,428,298 1,212,162 Investments in unconsolidated joint ventures 88,711 188,409 Assets held for sale 56,194 67,116 Total real estate investments ​ 7,921,814 ​ ​ 7,378,929 Non-real estate loans receivable – net 332,274 275,615 Total investments 8,254,088 7,654,544 ​ ​ ​ ​ ​ ​ Cash and cash equivalents 518,340 442,810 Restricted cash 30,395 1,920 Contractual receivables – net 12,611 11,888 Other receivables and lease inducements ​ 249,317 ​ ​ 214,657 Goodwill 643,664 643,897 Other assets 189,476 147,686 Total assets $ 9,897,891 $ 9,117,402 ​ ​ ​ ​ ​ ​ LIABILITIES AND EQUITY Revolving credit facility $ — $ 20,397 Secured borrowings 243,310 61,963 Senior notes and other unsecured borrowings – net 4,595,549 4,984,956 Accrued expenses and other liabilities 328,193 287,795 Total liabilities 5,167,052 5,355,111 ​ ​ ​ ​ ​ ​ Preferred stock $ 1.00 par value authorized – 20,000 shares, issued and outstanding – none ​ — ​ ​ — Common stock $ 0.10 par value authorized – 350,000 shares, issued and outstanding – 279,129 shares as of December 31, 2024 and 245,282 shares as of December 31, 2023 27,912 ​ 24,528 Additional paid-in capital 7,915,873 ​ 6,671,198 Cumulative net earnings 4,086,907 ​ 3,680,581 Cumulative dividends paid ( 7,516,750 ) ​ ( 6,831,061 ) Accumulated other comprehensive income 22,731 ​ 29,338 Total stockholders’ equity 4,536,673 ​ 3,574,584 Noncontrolling interest 194,166 ​ 187,707 Total equity 4,730,839 ​ 3,762,291 Total liabilities and equity $ 9,897,891 $ 9,117,402 ​ See accompanying notes. ​ F-4 Table of Contents OMEGA HEALTHCARE INVESTORS, INC. CONSOLIDATED STATEMENTS OF OPERATIONS (in thousands, except per share amounts) ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Year Ended December 31, ​ 2024 2023 2022 Revenues ​ ​ ​ ​ ​ ​ ​ ​ ​ Rental income ​ $ 887,910 ​ $ 826,394 ​ $ 751,231 Interest income ​ 157,207 ​ 119,888 ​ 123,919 Miscellaneous income ​ 6,273 ​ 3,458 ​ 3,094 Total revenues ​ 1,051,390 ​ 949,740 878,244 ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Expenses ​ ​ Depreciation and amortization ​ 304,648 ​ 319,682 ​ 332,407 General and administrative ​ 88,001 ​ 81,504 ​ 69,397 Real estate taxes ​ ​ 14,561 ​ ​ 15,025 ​ ​ 15,500 Acquisition, merger and transition related costs ​ 11,615 ​ 5,341 ​ 42,006 Impairment on real estate properties ​ 23,831 ​ 91,943 ​ 38,451 (Recovery) provision for credit losses ​ ( 15,483 ) ​ 44,556 ​ 68,663 Interest expense ​ 221,716 ​ 235,529 ​ 233,244 Total expenses ​ 648,889 ​ 793,580 799,668 ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Other income (expense) ​ ​ Other income (expense) – net ​ 6,826 ​ 20,297 ​ ( 1,997 ) Loss on debt extinguishment ​ ( 1,749 ) ​ ( 492 ) ​ ( 389 ) Gain on assets sold – net ​ ​ 13,168 ​ ​ 79,668 ​ ​ 359,951 Total other income ​ ​ 18,245 ​ ​ 99,473 ​ ​ 357,565 ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Income before income tax expense and income (loss) from unconsolidated joint ventures ​ 420,746 ​ 255,633 436,141 Income tax expense ​ ( 10,858 ) ​ ( 6,255 ) ​ ( 4,561 ) Income (loss) from unconsolidated joint ventures ​ 7,916 ​ ( 582 ) ​ 7,261 Net income ​ 417,804 ​ 248,796 438,841 Net income attributable to noncontrolling interest ​ ( 11,478 ) ​ ( 6,616 ) ​ ( 11,914 ) Net income available to common stockholders ​ $ 406,326 ​ $ 242,180 $ 426,927 ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Earnings per common share available to common stockholders: ​ ​ Basic: ​ ​ ​ ​ Net income available to common stockholders ​ $ 1.57 ​ $ 1.01 ​ $ 1.81 Diluted: ​ ​ ​ Net income available to common stockholders ​ $ 1.55 ​ $ 1.00 ​ $ 1.80 ​ See accompanying notes. ​ F-5 Table of Contents OMEGA HEALTHCARE INVESTORS, INC. CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME (in thousands) ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Year Ended December 31, ​ 2024 2023 2022 Net income $ 417,804 ​ $ 248,796 ​ $ 438,841 Other comprehensive income (loss) ​ ​ Foreign currency translation ( 8,373 ) ​ 20,531 ​ ( 32,770 ) Cash flow hedges 1,602 ​ ( 11,245 ) ​ 55,949 Total other comprehensive (loss) income ( 6,771 ) ​ 9,286 ​ 23,179 Comprehensive income 411,033 ​ 258,082 ​ 462,020 Comprehensive income attributable to noncontrolling interest ( 11,314 ) ​ ( 6,889 ) ​ ( 12,568 ) Comprehensive income attributable to common stockholders $ 399,719 ​ $ 251,193 ​ $ 449,452 ​ See accompanying notes. ​ ​ F-6 Table of Contents OMEGA HEALTHCARE INVESTORS, INC. CONSOLIDATED STATEMENTS OF EQUITY (in thousands, except per share amounts) ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Accumulated ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Common ​ Additional ​ Cumulative ​ ​ ​ ​ Other ​ Total ​ ​ ​ ​ ​ ​ ​ Stock ​ Paid ‑ in ​ Net ​ Cumulative ​ Comprehensive ​ Stockholders’ ​ Noncontrolling ​ Total ​ Par Value Capital Earnings Dividends Income (Loss) Equity Interest Equity Balance at December 31, 2021 ​ ​ 23,906 ​ ​ 6,427,566 ​ ​ 3,011,474 ​ ​ ( 5,553,908 ) ​ ​ ( 2,200 ) ​ ​ 3,906,838 ​ ​ 201,388 ​ ​ 4,108,226 Stock related compensation ​ — ​ ​ 27,487 ​ ​ — ​ ​ — ​ ​ — ​ 27,487 ​ — ​ 27,487 Issuance of common stock ​ 40 ​ ​ 8,072 ​ ​ — ​ ​ — ​ ​ — ​ 8,112 ​ — ​ 8,112 Repurchase of common stock ​ ​ ( 521 ) ​ ​ ( 141,746 ) ​ ​ — ​ ​ — ​ ​ — ​ ​ ( 142,267 ) ​ ​ — ​ ​ ( 142,267 ) Common dividends declared ($ 2.68 per share) ​ ​ — ​ ​ — ​ ​ — ​ ​ ( 633,078 ) ​ ​ — ​ ​ ( 633,078 ) ​ ​ — ​ ​ ( 633,078 ) Vesting/exercising of OP units ​ ​ — ​ ​ ( 7,176 ) ​ ​ — ​ ​ — ​ ​ — ​ ​ ( 7,176 ) ​ ​ 7,176 ​ ​ — Conversion and redemption of Omega OP Units to common stock ​ — ​ ​ — ​ ​ — ​ ​ — ​ ​ — ​ — ​ ( 9,704 ) ​ ( 9,704 ) Omega OP Units distributions ​ — ​ ​ — ​ ​ — ​ ​ — ​ ​ — ​ — ​ ( 20,498 ) ​ ( 20,498 ) Net change in noncontrolling interest holder in consolidated JV ​ ​ — ​ ​ — ​ ​ — ​ ​ — ​ ​ — ​ ​ — ​ ​ 2,984 ​ ​ 2,984 Other comprehensive income ​ — ​ ​ — ​ ​ — ​ ​ — ​ ​ 22,525 ​ 22,525 ​ 654 ​ 23,179 Net income ​ — ​ ​ — ​ ​ 426,927 ​ ​ — ​ ​ — ​ 426,927 ​ 11,914 ​ 438,841 Balance at December 31, 2022 ​ ​ 23,425 ​ ​ 6,314,203 ​ ​ 3,438,401 ​ ​ ( 6,186,986 ) ​ ​ 20,325 ​ ​ 3,609,368 ​ ​ 193,914 ​ ​ 3,803,282 Stock related compensation ​ ​ — ​ ​ 35,276 ​ ​ — ​ ​ — ​ ​ — ​ ​ 35,276 ​ ​ — ​ ​ 35,276 Issuance of common stock ​ ​ 1,100 ​ ​ 335,302 ​ ​ — ​ ​ — ​ ​ — ​ ​ 336,402 ​ ​ — ​ ​ 336,402 Common dividends declared ($ 2.68 per share) ​ ​ — ​ ​ — ​ ​ — ​ ​ ( 644,075 ) ​ ​ — ​ ​ ( 644,075 ) ​ ​ — ​ ​ ( 644,075 ) Vesting/exercising of OP units ​ ​ — ​ ​ ( 14,570 ) ​ ​ — ​ ​ — ​ ​ — ​ ​ ( 14,570 ) ​ ​ 14,570 ​ ​ — Conversion and redemption of Omega OP Units to common stock ​ ​ 3 ​ ​ 1,018 ​ ​ — ​ ​ — ​ ​ — ​ ​ 1,021 ​ ​ ( 1,098 ) ​ ​ ( 77 ) Omega OP Units distributions ​ ​ — ​ ​ — ​ ​ — ​ ​ — ​ ​ — ​ ​ — ​ ​ ( 26,397 ) ​ ​ ( 26,397 ) Net change in noncontrolling interest holder in consolidated JV ​ ​ — ​ ​ ( 31 ) ​ ​ — ​ ​ — ​ ​ — ​ ​ ( 31 ) ​ ​ ( 171 ) ​ ​ ( 202 ) Other comprehensive income ​ ​ — ​ ​ — ​ ​ — ​ ​ — ​ ​ 9,013 ​ ​ 9,013 ​ ​ 273 ​ ​ 9,286 Net income ​ ​ — ​ ​ — ​ ​ 242,180 ​ ​ — ​ ​ — ​ ​ 242,180 ​ ​ 6,616 ​ ​ 248,796 Balance at December 31, 2023 ​ ​ 24,528 ​ ​ 6,671,198 ​ ​ 3,680,581 ​ ​ ( 6,831,061 ) ​ ​ 29,338 ​ ​ 3,574,584 ​ ​ 187,707 ​ ​ 3,762,291 Stock related compensation ​ ​ — ​ ​ 36,940 ​ ​ — ​ ​ — ​ ​ — ​ ​ 36,940 ​ ​ — ​ ​ 36,940 Issuance of common stock ​ ​ 3,383 ​ ​ 1,232,274 ​ ​ — ​ ​ — ​ ​ — ​ ​ 1,235,657 ​ ​ — ​ ​ 1,235,657 Common dividends declared ($ 2.68 per share) ​ ​ — ​ ​ — ​ ​ — ​ ​ ( 685,689 ) ​ ​ — ​ ​ ( 685,689 ) ​ ​ — ​ ​ ( 685,689 ) Vesting/exercising of OP units ​ ​ — ​ ​ ( 25,011 ) ​ ​ — ​ ​ — ​ ​ — ​ ​ ( 25,011 ) ​ ​ 25,011 ​ ​ — Conversion and redemption of Omega OP Units to common stock ​ ​ 1 ​ ​ 472 ​ ​ — ​ ​ — ​ ​ — ​ ​ 473 ​ ​ ( 1,157 ) ​ ​ ( 684 ) Omega OP Units distributions ​ ​ — ​ ​ — ​ ​ — ​ ​ — ​ ​ — ​ ​ — ​ ​ ( 29,254 ) ​ ​ ( 29,254 ) Net change in noncontrolling interest holder in consolidated JV ​ ​ — ​ ​ — ​ ​ — ​ ​ — ​ ​ — ​ ​ — ​ ​ 545 ​ ​ 545 Other comprehensive loss ​ ​ — ​ ​ — ​ ​ — ​ ​ — ​ ​ ( 6,607 ) ​ ​ ( 6,607 ) ​ ​ ( 164 ) ​ ​ ( 6,771 ) Net income ​ ​ — ​ ​ — ​ ​ 406,326 ​ ​ — ​ ​ — ​ ​ 406,326 ​ ​ 11,478 ​ ​ 417,804 Balance at December 31, 2024 ​ $ 27,912 ​ $ 7,915,873 ​ $ 4,086,907 ​ $ ( 7,516,750 ) ​ $ 22,731 ​ $ 4,536,673 ​ $ 194,166 ​ $ 4,730,839 ​ See accompanying notes. ​ F-7 Table of Contents OMEGA HEALTHCARE INVESTORS, INC. CONSOLIDATED STATEMENTS OF CASH FLOWS (in thousands) ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Year Ended December 31, ​ 2024 2023 2022 Cash flows from operating activities ​ ​ ​ Net income $ 417,804 ​ $ 248,796 ​ $ 438,841 Adjustment to reconcile net income to net cash provided by operating activities: ​ ​ ​ Depreciation and amortization ​ 304,648 ​ 319,682 ​ 332,407 Impairment on real estate properties ​ 23,831 ​ 91,943 ​ 38,451 Provision for rental income ​ 4,174 ​ 20,633 ​ 124,758 (Recovery) provision for credit losses ​ ( 15,483 ) ​ 44,556 ​ 68,663 Amortization of deferred financing costs and loss on debt extinguishment ​ 12,146 ​ 14,189 ​ 13,337 Accretion of direct financing leases ​ 148 ​ 114 ​ 83 Stock-based compensation expense ​ 36,696 ​ 35,068 ​ 27,302 Gain on assets sold – net ​ ( 13,168 ) ​ ( 79,668 ) ​ ( 359,951 ) Amortization of acquired in-place leases – net ​ ( 1,686 ) ​ ( 9,450 ) ​ ( 5,662 ) Straight-line rent and effective interest receivables ​ ( 43,018 ) ​ ​ ( 41,849 ) ​ ​ ( 58,994 ) Interest paid-in-kind ​ ( 11,463 ) ​ ​ ( 11,365 ) ​ ​ ( 9,423 ) Loss from unconsolidated joint ventures ​ 1,947 ​ ​ 182 ​ ​ 455 Change in operating assets and liabilities – net: ​ ​ ​ ​ ​ ​ Contractual receivables ​ ( 845 ) ​ ( 3,660 ) ​ 3,031 Lease inducements ​ ( 61 ) ​ ( 15,210 ) ​ 5,957 Other operating assets and liabilities ​ 33,760 ​ 3,775 ​ 6,472 Net cash provided by operating activities ​ 749,430 ​ 617,736 ​ 625,727 Cash flows from investing activities ​ ​ ​ Acquisition of real estate ​ ( 408,628 ) ​ ( 262,453 ) ​ ( 229,987 ) Net proceeds from sale of real estate investments ​ 95,045 ​ 585,031 ​ 759,047 Investments in construction in progress ​ ( 68,980 ) ​ ( 44,495 ) ​ ( 17,130 ) Placement of loan principal ​ ( 470,011 ) ​ ( 420,626 ) ​ ( 371,987 ) Collection of loan principal ​ 207,617 ​ 165,191 ​ 345,665 Investments in unconsolidated joint ventures ​ ( 971 ) ​ ​ ( 12,350 ) ​ ​ ( 113 ) Distributions from unconsolidated joint ventures in excess of earnings ​ 1,017 ​ 8,807 ​ 3,328 Capital improvements to real estate investments ​ ( 37,757 ) ​ ( 38,011 ) ​ ( 47,221 ) Proceeds from net investment hedges ​ 8,429 ​ 11,378 ​ — Receipts from insurance proceeds ​ 3,075 ​ 6,758 ​ 1,251 Net cash (used in) provided by investing activities ​ ( 671,164 ) ​ ( 770 ) ​ 442,853 Cash flows from financing activities ​ ​ ​ Proceeds from long-term borrowings ​ 657,819 ​ 507,072 ​ 597,403 Payments of long-term borrowings ​ ( 1,145,301 ) ​ ( 734,991 ) ​ ( 589,292 ) Payments of financing related costs ​ ( 7,018 ) ​ ( 3,827 ) ​ ( 389 ) Net proceeds from issuance of common stock ​ 1,235,657 ​ 336,402 ​ 8,112 Repurchase of common stock ​ — ​ ​ — ​ ​ ( 142,267 ) Dividends paid ​ ( 685,445 ) ​ ( 643,867 ) ​ ( 632,893 ) Net payments to noncontrolling members of consolidated joint venture ​ 545 ​ ( 202 ) ​ ​ 81 Proceeds from derivative instruments ​ — ​ ​ 92,577 ​ ​ — Redemption of Omega OP Units ​ ( 684 ) ​ ​ ( 77 ) ​ ​ ( 9,704 ) Distributions to Omega OP Unit Holders ​ ( 29,254 ) ​ ( 26,397 ) ​ ( 20,498 ) Net cash provided by (used in) financing activities ​ 26,319 ​ ( 473,310 ) ​ ( 789,447 ) Effect of foreign currency translation on cash, cash equivalents and restricted cash ​ ( 580 ) ​ 430 ​ ( 2,900 ) Increase in cash, cash equivalents and restricted cash ​ 104,005 ​ 144,086 ​ 276,233 Cash, cash equivalents and restricted cash at beginning of period ​ 444,730 ​ 300,644 ​ 24,411 Cash, cash equivalents and restricted cash at end of period $ 548,735 ​ $ 444,730 ​ $ 300,644 ​ See accompanying notes. ​ ​ ​ F-8 Table of Contents OMEGA HEALTHCARE INVESTORS, INC. NOTES TO CONSOLIDATED FINANCIAL STATEMENTS ​ NOTE 1 - ORGANIZATION Omega Healthcare Investors, Inc. (“Parent”), is a Maryland corporation that, together with its consolidated subsidiaries (collectively, “Omega”, the “Company”, “we”, “our”, “us”) invests in healthcare-related real estate properties located in the United States (“U.S.”) and the United Kingdom (“U.K.”). Our core business is to provide financing and capital to the long-term healthcare industry with a particular focus on skilled nursing facilities (“SNFs”), assisted living facilities (“ALFs”), and to a lesser extent, independent living facilities (“ILFs”), rehabilitation and acute care facilities (“specialty facilities”) and medical office buildings (“MOBs”). Our core portfolio consists of our long-term “triple-net” leases and real estate loans with healthcare operating companies and affiliates (collectively, 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 has elected to be taxed as a real estate investment trust (“REIT”) for federal income tax purposes and is structured as an umbrella partnership REIT (“UPREIT”) under which all of Omega's assets are owned directly or indirectly by, and all of Omega's operations are conducted directly or indirectly through, its operating partnership subsidiary, OHI Healthcare Properties Limited Partnership (collectively with subsidiaries, “Omega OP”). Omega has exclusive control over Omega OP’s day-to-day management pursuant to the partnership agreement governing Omega OP. As of December 31, 2024, Parent owned approximately 97 % of the issued and outstanding units of partnership interest in Omega OP (“Omega OP Units”), and other investors owned approximately 3 % of the outstanding Omega OP Units. NOTE 2 – SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES Accounting Estimates The preparation of financial statements in conformity with U.S. generally accepted accounting principles (“GAAP”) requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities, the disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates. Consolidation The consolidated financial statements include the accounts of Omega Healthcare Investors, Inc, its wholly-owned subsidiaries, joint venture (“JVs”) and variable interest entities (“VIEs”) that it controls, through voting rights or other means. All intercompany transactions and balances have been eliminated in consolidation. GAAP requires us to identify entities for which control is achieved through means other than voting rights and to determine which business enterprise, if any, is the primary beneficiary of VIEs. A VIE is broadly defined as an entity with one or more of the following characteristics: (a) the total equity investment at risk is insufficient to finance the entity’s activities without additional subordinated financial support; (b) as a group, the holders of the equity investment at risk lack (i) the ability to make decisions about the entity’s activities through voting or similar rights, (ii) the obligation to absorb the expected losses of the entity, or (iii) the right to receive the expected residual returns of the entity; or (c) the equity investors have voting rights that are not proportional to their economic interests, and substantially all of the entity’s activities either involve, or are conducted on behalf of, an investor that has disproportionately few voting rights. We may change our original assessment of a VIE upon subsequent events such as the modification of contractual arrangements that affects the characteristics or adequacy of the entity’s equity investments at risk and the disposition of all or a portion of an interest held by the primary beneficiary. Our variable interests in VIEs may be in the form of equity ownership, leases and/or loans with our operators. We analyze our agreements and investments to determine whether our operators or unconsolidated joint ventures are VIEs and, if so, whether we are the primary beneficiary. F-9 Table of Contents OMEGA HEALTHCARE INVESTORS, INC. NOTES TO CONSOLIDATED FINANCIAL STATEMENTS – Continued ​ We consolidate a VIE when we determine that we are its primary beneficiary. We identify the primary beneficiary of a VIE as the enterprise that has both: (i) the power to direct the activities of the VIE that most significantly impact the entity’s economic performance; and (ii) the obligation to absorb losses or the right to receive benefits of the VIE that could be significant to the entity. Factors considered in determining whether we are the primary beneficiary of an entity include: (i) our voting rights, if any; (ii) our involvement in day-to-day capital and operating decisions; (iii) our risk and reward sharing; (iv) the financial condition of the operator or joint venture and (iv) our representation on the VIE’s board of directors. We perform this analysis on an ongoing basis. 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. Revenue Recognition Rental Income Rental income from operating leases is recognized on a straight-line basis, inclusive of fixed annual escalators, over the lease term when we have determined that the collectibility of substantially all of the lease payments is probable. Certain of our operating leases contain provisions for an increase based on the change in pre-determined formulas from year to year (e.g., increases in the Consumer Price Index). We do not include in our measurement of our lease receivables these variable increases until the specific events that trigger the variable payments have occurred. Certain payments made to operators are treated as lease inducements and are amortized as a reduction of revenue over the lease term. Our leased real estate properties are leased under provisions of single or master leases with initial terms typically ranging from 5 to 15 years . Some of our leases have options to extend, terminate or purchase the facilities, which are considered when determining the lease term. 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, 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. If we change our conclusion regarding the probability of collecting rent payments required by a lessee, we may recognize an adjustment to rental income in the period we make a change to our prior conclusion, potentially resulting in increased volatility of rental income. Under the terms of our leases, the lessee is responsible for all maintenance, repairs, taxes and insurance on the leased properties. Certain of our operating leases require the operators to reimburse us for property taxes and other expenditures that are not considered components of the lease and therefore no consideration is allocated to them as they do not result in the transfer of a good or service to the operators. We have determined that all of our leases qualify for the practical expedient, under Accounting Standards Codification (“ASC”) 842, Leases (“Topic 842”), to not separate the lease and non-lease components because (i) the lease components are operating leases and (ii) the timing and pattern of recognition of the non-lease components are the same as the lease components. Certain operators are obligated to pay directly their obligations under their leases for real estate taxes, insurance and certain other expenses. These obligations, which have been assumed by the tenants under the terms of their respective leases, are not reflected in our consolidated financial statements. To the extent any tenant responsible for these obligations under their respective lease defaults on its lease or if it is deemed probable that the tenant will fail to pay for such costs, we would record a liability for such obligation. We have elected to exclude sales and other similar taxes from the measurement of lease revenue and expense. F-10 Table of Contents OMEGA HEALTHCARE INVESTORS, INC. NOTES TO CONSOLIDATED FINANCIAL STATEMENTS – Continued ​ Loan Interest Income Interest income is recognized as earned over the term of the related real estate and non-real estate loans receivable. Interest income is recorded on an accrual basis to the extent that such amounts are expected to be collected using the effective interest method. In applying the effective interest method, the effective yield on a loan is determined based on its contractual payment terms, adjusted for prepayment terms. Direct Financing Lease Income 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 We recognize gains on the disposition of real estate when the recognition criteria have been met, generally at the time the risks and rewards and title have transferred, and we no longer have substantial continuing involvement with the real estate sold. Gains on the sale of real estate are recognized pursuant to provisions under Accounting Standards Codification (“ASC”) 610-20, Gains and Losses from the Derecognition of Nonfinancial Assets. Under ASC 610-20, we determine whether the transaction is a sale to a customer or non-customer. As a REIT, we do not sell real estate within the ordinary course of our business and therefore, expect that our sale transactions will not be contracts with customers. ASC 610-20 refers to the revenue recognition principles under ASC 606, Revenue from Contracts with Customers. Under ASC 610-20, if we determine we do not have a controlling financial interest in the entity that holds the asset and the arrangement meets the criteria to be accounted for as a contract, we will dispose of the asset and recognize a gain or loss on the sale of the real estate when control of the underlying asset transfers to the buyer. If we determine a sale has not occurred under ASC 610-20, we continue to record the asset on the Consolidated Balance Sheets and related depreciation expense on the Consolidated Statements of Operations. Fair Value Measurement The Company measures and discloses the fair value of nonfinancial and financial assets and liabilities utilizing a hierarchy of valuation techniques based on whether the inputs to a fair value measurement are considered to be observable or unobservable in a marketplace. Observable inputs reflect market data obtained from independent sources, while unobservable inputs reflect the Company’s market assumptions. This hierarchy requires the use of observable market data when available. These inputs have created the following fair value hierarchy: ● Level 1 - quoted prices for identical instruments in active markets; ● Level 2 - quoted prices for similar instruments in active markets; quoted prices for identical or similar instruments in markets that are not active; and model-derived valuations in which significant inputs and significant value drivers are observable in active markets; and ● Level 3 - fair value measurements derived from valuation techniques in which one or more significant inputs or significant value drivers are unobservable. The Company measures fair value using a set of standardized procedures that are outlined herein for all assets and liabilities which are required to be measured at fair value. When available, the Company utilizes quoted market prices from an independent third-party source to determine fair value and classifies such items in Level 1. In some instances where a market price is available, but the instrument is in an inactive or over-the-counter market, the Company consistently applies the dealer (market maker) pricing estimate and classifies such items in Level 2. F-11 Table of Contents OMEGA HEALTHCARE INVESTORS, INC. NOTES TO CONSOLIDATED FINANCIAL STATEMENTS – Continued ​ If quoted market prices or inputs are not available, fair value measurements are based upon valuation models that utilize current market or independently sourced market inputs, such as interest rates, option volatilities, credit spreads and/or market capitalization rates. Items valued using such internally-generated valuation techniques are classified according to the lowest level input that is significant to the fair value measurement. As a result, these items could be classified in either Level 2 or Level 3 even though there may be some significant inputs that are readily observable. Internal fair value models and techniques used by the Company include discounted cash flow and Monte Carlo valuation models. Real Estate Acquisitions Upon acquisition of real estate properties, we evaluate the acquisition to determine if it is a business combination or an asset acquisition. Our real estate acquisitions are generally accounted for as asset acquisitions as substantially all of the fair value of the gross assets acquired is concentrated in a single identifiable asset or group of similar identifiable assets. If the acquisition is determined to be an asset acquisition, the Company records the purchase price and other related costs incurred to the acquired tangible assets and identified intangible assets and liabilities on a relative fair value basis. In addition, costs incurred for asset acquisitions, including transaction costs, are capitalized. If the acquisition is determined to be a business combination, we record the purchase of properties to net tangible and identified intangible assets acquired and liabilities assumed at fair value. Goodwill is measured as the excess of the fair value of the consideration transferred over the fair value of the identifiable net assets. Transaction costs are expensed as incurred as part of a business combination. In making estimates of fair value for purposes of recording asset acquisitions and business combinations, we utilize a number of sources, including independent appraisals that may be obtained in connection with the acquisition or financing of the respective property and other market data. The Company determines the fair value of acquired assets and liabilities as follows: ● Land is determined based on third-party appraisals which typically include market comparables. ● Buildings and site improvements acquired are valued using a combination of discounted cash flow projections that assume certain future revenues and costs and consider capitalization and discount rates using current market conditions as well as the residual approach. ● Furniture and fixtures are determined based on third-party appraisals which typically utilize a replacement cost approach. ● 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. Differences, if any, between the Company’s basis and the joint venture’s basis are generally amortized over the lives of the related assets and liabilities, and such amortization is included in the Company’s share of earnings (losses) of the joint venture. ● Intangible assets and liabilities acquired are valued using a combination of discounted cash flow projections as well as other valuation techniques based on current market conditions for the intangible asset or liability being acquired. When evaluating below market leases we consider extension options controlled by the lessee in our evaluation. ● Other assets acquired and liabilities assumed are typically valued at stated amounts, which approximate fair value on the date of the acquisition. ● Assumed debt balances are valued by discounting the remaining contractual cash flows using a current market rate of interest. ● Noncontrolling interests are valued using a stock price, if available, or by other methods to estimate the fair value on the acquisition date. F-12 Table of Contents OMEGA HEALTHCARE INVESTORS, INC. NOTES TO CONSOLIDATED FINANCIAL STATEMENTS – Continued ​ Real Estate Properties Real estate properties are carried at initial recorded value less accumulated depreciation. The costs of significant improvements, renovations and replacements, including interest are capitalized. Our interest expense reflected in the Consolidated Statements of Operations has been reduced by the amounts capitalized. For the years ended December 31, 2024, 2023 and 2022, we capitalized $ 7.3 million, $ 4.3 million and $ 3.2 million, respectively, of interest to our projects under development. In addition, we capitalize leasehold improvements when certain criteria are met, including when we supervise construction and will own the improvement. Expenditures for maintenance and repairs are expensed as they are incurred. Depreciation is computed on a straight-line basis over the estimated useful lives ranging from 20 to 40 years for buildings, eight to 15 years for site improvements, and three to ten years for furniture and equipment. Leasehold interests are amortized over the shorter of the estimated useful life or term of the lease. Management evaluates our real estate properties for impairment indicators at each reporting period, including the evaluation of our assets’ useful lives. The judgment regarding the existence of impairment indicators is based on factors such as, but not limited to, market conditions, operator performance including the current payment status of contractual obligations and expectations of the ability to meet future contractual obligations, legal structure, as well as our intent with respect to holding or disposing of the asset. If indicators of impairment are present, management evaluates the carrying value of the related real estate investments in relation to management’s estimate of future undiscounted cash flows of the underlying facilities. The estimated future undiscounted cash flows are generally based on the related lease which relates to one or more properties and may include cash flows from the eventual disposition of the asset. In some instances, there may be various potential outcomes for a real estate investment and its potential future cash flows. In these instances, the undiscounted future cash flows used to assess the recoverability of the assets are probability-weighted based on management’s best estimates as of the date of evaluation. Impairment losses related to long-lived assets are recognized when expected future undiscounted cash flows based on our intended use of the property are determined to be less than the carrying values of the assets. An adjustment is made to the net carrying value of the real estate investments for the excess of carrying value over fair value. The fair value of the real estate investment is determined based on current market conditions and considers matters such as rental rates and occupancies for comparable properties, recent sales data for comparable properties, and, where applicable, contracts or the results of negotiations with purchasers or prospective purchasers. Additionally, our evaluation of fair value may consider valuing the property as a nursing home or other healthcare facility as well as alternative uses. All impairments are taken as a period cost at that time, and depreciation is adjusted going forward to reflect the new value assigned to the asset. Management’s impairment evaluation process, and when applicable, impairment calculations involve estimation of the future cash flows from management’s intended use of the property as well as the fair value of the property. Changes in the facts and circumstances that drive management’s assumptions may result in an impairment to our assets in a future period that could be material to our results of operations. Assets Held for Sale We consider properties to be assets held for sale when (1) management commits to a plan to sell the property; (2) it is unlikely that the disposal plan will be significantly modified or discontinued; (3) the property is available for immediate sale in its present condition; (4) actions required to complete the sale of the property have been initiated; (5) sale of the property is probable and we expect the completed sale will occur within one year; and (6) the property is actively being marketed for sale at a price that is reasonable given our estimate of current market value. Upon designation of a property as an asset held for sale, we record the property’s value at the lower of its carrying value or its estimated fair value, less estimated costs to sell, and we cease depreciation. Lessee Accounting Omega leases real estate (corporate headquarters and certain other facilities), office equipment and is party to certain ground leases on our owned facilities. We determine if an arrangement is or contains a lease at inception. Leases are classified as either finance or operating at inception of the lease. Short-term leases, defined as leases with an initial term of 12 months or less that do not contain a purchase option, are not recorded on the balance sheet. Lease expense for short-term leases is recognized on a straight-line basis over the lease term. As of December 31, 2024 and 2023, all of the leases where we are the lessee were classified as operating leases. F-13 Table of Contents OMEGA HEALTHCARE INVESTORS, INC. NOTES TO CONSOLIDATED FINANCIAL STATEMENTS – Continued ​ We have leases that contain both lease and non-lease components and have elected, as an accounting policy, to not separate lease components and non-lease components. Operating and finance lease right-of-use ("ROU") assets and liabilities are recognized at the commencement date based on the present value of lease payments over the lease term. Our ROU assets and lease liabilities are included in other assets and accrued expenses and other liabilities, respectively, on our Consolidated Balance Sheets. The lease liability is calculated as the present value of the remaining minimum rental payments for existing leases using either the rate implicit in the lease or, if none exists, the Company's incremental borrowing rate, as the discount rate. Certain leases have options to extend, terminate or purchase the asset and have been considered in our analysis of the lease term and the measurement of the ROU assets and lease liabilities. On a quarterly basis, we record our lease liabilities at the present value of the future lease payments using the discount rate determined at lease commencement. Rental expense from operating leases is generally recognized on a straight-line basis over the lease term. Lease expense derived from our operating leases is recorded in general and administrative in our Consolidated Statements of Operations. We do not include in our measurement of our lease liability certain variable payments, including changes in an index until the specific events that trigger the variable payments have occurred. We record on a straight-line basis rental income and ground lease expense for those assets we lease and are reimbursed by our operators and/or are paid for directly by our operators. In-Place Leases In-place lease assets and liabilities result when we assume a lease as part of an asset acquisition or business combination. The fair value of in-place leases consists of the following components, as applicable (1) the estimated cost to replace the leases and (2) the above or below market cash flow of the leases, determined by comparing the projected cash flows of the leases in place at the time of acquisition to projected cash flows of comparable market-rate leases. Above market leases, net of accumulated amortization, are included in other assets on our Consolidated Balance Sheets. Below market leases, net of accumulated amortization, are included in accrued expenses and other liabilities on our Consolidated Balance Sheets. The net amortization related to the above and below market leases is included in our Consolidated Statements of Operations as an adjustment to rental income over the estimated remaining term of the underlying leases. Should a tenant terminate the lease, the unamortized portion of the lease intangible is recognized immediately as an adjustment to rental income. Allowance for Credit Losses The allowance for credit losses reflects our current estimate of the potential credit losses on our real estate loans, non-real estate loans, and our investment in direct financing leases and is recorded as a valuation account as a direct offset against these financial instruments on our Consolidated Balance Sheets. Expected credit losses inherent in non-cancelable unfunded loan commitments are accounted for as separate liabilities included in accrued expenses and other liabilities on the Consolidated Balance Sheets. The Company has elected to not measure an allowance for credit losses on accrued interest receivables related to all of its real estate loans and non-real estate loans because we write off uncollectible accrued interest receivable in a timely manner pursuant to our non-accrual policy, described below. Changes to the allowance for credit losses on loans resulting from quarterly evaluations are recorded through provision for credit losses on the Consolidated Statements of Operations. We assess the creditworthiness of our borrowers on a quarterly basis. For purposes of determining our allowance for credit loss, we pool financial assets that have similar risk characteristics. We aggregate our financial assets by financial instrument type (i.e. real estate loan, non-real estate loan, etc.) and by our internal risk rating. Our internal credit ratings consider several factors including the collateral and/or security, the performance of borrowers underlying facilities, if applicable, available credit support (e.g., guarantees), borrowings with third parties, and other ancillary business ventures and real estate operations of the borrower. Our internal ratings range between 1 and 7. An internal rating of 1 reflects the lowest likelihood of loss and a 7 reflects the highest likelihood of loss. The characteristics associated with each risk rating is as follows: ● Risk Rating 1 through 3 – Instruments with minimal to marginally acceptable risk. ● Risk Rating 4 - Instruments with potential weaknesses identified (Special mention). F-14 Table of Contents OMEGA HEALTHCARE INVESTORS, INC. NOTES TO CONSOLIDATED FINANCIAL STATEMENTS – Continued ​ ● Risk Rating 5 - Instruments with well-defined weaknesses that may result in possible losses (Substandard). ● Risk Rating 6 – Instruments that are unlikely to be repaid in full and will probably result in losses (Doubtful). ● Risk Rating 7 – Instrument that will not be repaid in full and losses will occur (Loss). We have a limited history of incurred losses and consequently have elected to employ external data to perform our expected credit loss calculation. We utilize a probability of default (“PD”) and loss given default (“LGD”) methodology. Our model’s historic inputs consider PD and LGD data for residential care facilities published by the Federal Housing Administration along with Standards & Poor’s one-year global corporate default rates. Our historical loss rates revert to historical averages after 36 months. Our model’s current conditions and supportable forecasts consider internal credit ratings, current and projected U.S. unemployment rates published by the U.S. Bureau of Labor Statistics and the Federal Reserve Bank of St. Louis and the weighted average life to maturity of the underlying financial asset. Periodically, the Company may identify an individual loan for impairment. A loan is considered impaired when, based on current information and events, it is probable that we will be unable to collect all amounts due as scheduled according to the contractual terms of the loan agreements. Our assessment of collectibility considers several factors, including, among other things, payment history, the financial strength of the borrower and any guarantors, historical operations and operating trends, current and future economic conditions, expectations of performance (which includes known substantial doubt about an operator’s ability to continue as a going concern) and the fair value of the underlying collateral of the agreement, a Level 3 measurement, if any. Consistent with this definition, all loans on non-accrual status may be deemed impaired. To the extent circumstances improve and the risk of collectibility is diminished, we will return these loans to full accrual status. When we identify a loan impairment, the loan is written down to the present value of the expected future cash flows or to the fair value of the underlying collateral. Financial instruments are charged off against the allowance for credit losses when collectibility is determined to be permanently impaired. We account for impaired loans using (a) the cost-recovery method, and/or (b) the cash basis method. We generally utilize the cost-recovery method for impaired loans for which impairment reserves were recorded. Under the cost-recovery method, we apply cash received against the outstanding loan balance prior to recording interest income. Under the cash basis method, we apply cash received to principal or interest income based on the terms of the agreement. Investments in Unconsolidated Joint Ventures We account for our investments in unconsolidated joint ventures using the equity method of accounting as we exercise significant influence, but do not control the entities. Under the equity method of accounting, the net equity investments of the Company are reflected in the accompanying Consolidated Balance Sheets and the Company’s share of net income and comprehensive income from the joint ventures are included in the accompanying Consolidated Statements of Operations and Consolidated Statements of Comprehensive Income, respectively. On a periodic basis, management assesses whether there are any indicators that the value of the Company’s investments in the unconsolidated joint ventures may be other-than-temporarily-impaired. An investment is impaired only if management’s estimate of the value of the investment is less than the carrying value of the investment, and such a decline in value is deemed to be other than-temporary. To the extent impairment has occurred, the loss is measured as the excess of the carrying amount of the investment over the estimated fair value of the investment. The estimated fair value of the investment is determined using a discounted cash flow model which is a Level 3 valuation. We consider a number of assumptions that are subject to economic and market uncertainties including, among others, rental rates, operating costs, capitalization rates, holding periods and discount rates. F-15 Table of Contents OMEGA HEALTHCARE INVESTORS, INC. NOTES TO CONSOLIDATED FINANCIAL STATEMENTS – Continued ​ In Substance Real Estate Investments We provide loans to third parties for the acquisition, development and construction of real estate. Under these arrangements, it is possible that we will participate in the expected residual profits of the project through the sale, refinancing or acquisition of the property. We evaluate the characteristics of each arrangement, including its risks and rewards, to determine whether they are more similar to those associated with a loan or an investment in real estate. Arrangements with characteristics implying loan classification are presented as real estate loans receivable and result in the recognition of interest income. Arrangements with characteristics implying real estate joint ventures are treated as in substance real estate investments and presented as investments in unconsolidated joint ventures and are accounted for using the equity method. The classification of each arrangement as either a real estate loan receivable or investment in unconsolidated joint venture involves judgment and relies on various factors, including market conditions, amount and timing of expected residual profits, credit enhancements in the form of guarantees, estimated fair value of the collateral, and significance of borrower equity in the project, among others. The classification of such arrangements is performed at inception, and periodically reassessed when significant changes occur in the circumstances or conditions described above. Cash and Cash Equivalents Cash and cash equivalents consist of cash on hand and highly liquid investments with a maturity date of three months or less when purchased. The majority of our cash, cash equivalents and restricted cash are held at major commercial banks. Certain cash account balances exceed FDIC insurance limits of $ 250,000 per account and, as a result, there is a concentration of credit risk related to amounts in excess of the insurance limits. 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 our lenders in connection with financing arrangements. Deposits We obtain liquidity deposits and other deposits, security deposits and letters of credit from certain operators pursuant to our lease and mortgage agreements. These generally represent the rental and/or mortgage interest for periods ranging from three to six months with respect to certain of our investments or the required deposits in connection with our HUD borrowings. At December 31, 2024 and 2023, we held $ 15.5 million and $ 1.9 million, respectively, in liquidity and other deposits and $ 52.7 million and $ 36.0 million, respectively, in security deposits. We also had the ability to draw on $ 29.1 million and $ 27.1 million of letters of credit at December 31, 2024 and 2023, respectively. The liquidity deposits and other deposits, security deposits and the letters of credit may be used in the event of lease and/or loan defaults, subject to applicable limitations under bankruptcy law with respect to operators filing under Chapter 11 of the U.S. Bankruptcy Code. Liquidity deposits and other deposits are recorded as restricted cash on our Consolidated Balance Sheets with the offset recorded as a liability in accrued expenses and other liabilities on our Consolidated Balance Sheets. Security deposits related to cash received from the operators are primarily recorded in cash and cash equivalents on our Consolidated Balance Sheets with a corresponding offset in accrued expenses and other liabilities on our Consolidated Balance Sheets. 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. Goodwill 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. An impairment loss is recognized to the extent that the carrying amount, including goodwill, exceeds the reporting unit’s fair value. Goodwill is not deductible for tax purposes. We have had no goodwill impairment charges for the last three fiscal years. F-16 Table of Contents OMEGA HEALTHCARE INVESTORS, INC. NOTES TO CONSOLIDATED FINANCIAL STATEMENTS – Continued ​ Income Taxes 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”). As long as we qualify as a REIT, we will not be subject to federal income taxes on the REIT taxable income that we distributed to stockholders, subject to certain exceptions. However, with respect to certain of our subsidiaries that have elected to be treated as taxable REIT subsidiaries (“TRSs”), we record income tax expense or benefit, as those entities are subject to federal income tax similar to regular corporations. Omega OP is a pass-through entity for U.S. federal income tax purposes. We account for deferred income taxes using the asset and liability method and recognize deferred tax assets and liabilities for the expected future tax consequences of events that have been included in our financial statements or tax returns. Under this method, we determine deferred tax assets and liabilities based on the differences between the financial reporting and tax bases of assets and liabilities using enacted tax rates in effect for the year in which the differences are expected to reverse. Any increase or decrease in the deferred tax liability that results from a change in circumstances, and that causes us to change our judgment about expected future tax consequences of events, is included in the tax provision when such changes occur. Deferred income taxes also reflect the impact of operating loss and tax credit carry-forwards. A valuation allowance is provided if we believe it is more likely than not that all or some portion of the deferred tax asset will not be realized. Any increase or decrease in the valuation allowance that results from a change in circumstances, and that causes us to change our judgment about the realizability of the related deferred tax asset, is included in the tax provision when such changes occur. We are subject to certain state and local income tax, franchise taxes and foreign taxes. The expense associated with these taxes are included in income tax expense on the Consolidated Statements of Operations. Stock-Based Compensation 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. Deferred financing costs related to our revolving line of credit are included in other assets on our Consolidated Balance Sheets and deferred financing costs related to our other borrowings are included as a direct deduction from the carrying amount of the related liability on our Consolidated Balance Sheets. 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. 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 The computation of basic earnings per share/unit (“EPS”) is computed by dividing net income available to common stockholders by the weighted-average number of shares of common stock outstanding during the relevant period. Diluted EPS is computed using the treasury stock method, which is net income divided by the total weighted-average number of common outstanding shares plus the effect of dilutive common equivalent shares during the respective period. 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. F-17 Table of Contents OMEGA HEALTHCARE INVESTORS, INC. NOTES TO CONSOLIDATED FINANCIAL STATEMENTS – Continued ​ Noncontrolling Interests and Redeemable Limited Partnership Unitholder Interests Noncontrolling interests is the portion of equity not attributable to the respective reporting entity. We present the portion of any equity that we do not own in consolidated entities as noncontrolling interests and classify those interests as a component of total equity, separate from total stockholders’ equity on our Consolidated Balance Sheets. We include net income attributable to the noncontrolling interests in net income in our Consolidated Statements of Operations. As our ownership of a controlled subsidiary increases or decreases, any difference between the aggregate consideration paid to acquire the noncontrolling interests and our noncontrolling interest balance is recorded as a component of equity in additional paid-in capital, so long as we maintain a controlling ownership interest. The noncontrolling interest for Omega primarily represents the outstanding Omega OP Units held by outside investors. Each of the Omega OP Units (other than the Omega OP Units owned by Omega) is redeemable at the election of the Omega OP Unit holder for cash equal to the then-fair market value of one share of Omega common stock, par value $ 0.10 per share (“Omega Common Stock”), subject to Omega’s election to exchange the Omega OP Units tendered for redemption for unregistered shares of Omega Common Stock on a one -for-one basis, subject to adjustment as set forth in Omega OP’s partnership agreement. As of December 31, 2024, Omega owns approximately 97 % of the issued and outstanding Omega OP Units, and investors own approximately 3 % of the outstanding Omega OP Units. Foreign Operations The U.S. dollar (“USD”) is the functional currency for our consolidated subsidiaries operating in the U.S. The functional currency for our consolidated subsidiaries operating in the U.K. is the British Pound (“GBP”). Total revenues from our consolidated U.K. operating subsidiaries were $ 93.6 million, $ 56.8 million and $ 47.7 million for the years ended December 31, 2024, 2023 and 2022, respectively. Our consolidated U.K. 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. We translate the balance sheet accounts at the exchange rate in effect as of the financial statement date. The income statement accounts are translated using an average exchange rate for the period. Gains and losses resulting from translation are included in accumulated other comprehensive income (loss) (“AOCI”), as a separate component of equity and a proportionate amount of gain or loss is allocated to noncontrolling interests, if applicable. We and certain of our consolidated subsidiaries may have intercompany and third-party debt that is not denominated in the entity’s functional currency. 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 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 We are exposed to, among other risks, the impact of changes in foreign currency exchange rates as a result of our investments in the U.K. and interest rate risk related to our capital structure. As a matter of policy, we do not use derivatives for trading or speculative purposes. Our risk management program is designed to manage the exposure and volatility arising from these risks, and utilizes foreign currency forward contracts, interest rate swaps, interest rate caps and debt issued in foreign currencies to offset a portion of these risks. F-18 Table of Contents 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. We formally document all relationships between hedging instruments and hedged items, as well as our risk-management objectives and strategy for undertaking various hedge transactions. This process includes designating all derivatives that are part of a hedging relationship to specific forecasted transactions as well as recognized liabilities or assets on the Consolidated Balance Sheets. In addition, at the inception of a qualifying cash flow hedging relationship, the underlying transaction or transactions, must be, and are expected to remain, probable of occurring in accordance with the Company’s related assertions. The Company recognizes all derivative instruments, including embedded derivatives required to be bifurcated, as assets or liabilities on the Consolidated Balance Sheets at fair value which is determined using a market approach and Level 2 inputs. Changes in the fair value of derivative instruments that are not designated in hedging relationships or that do not meet the criteria of hedge accounting are recognized in the Consolidated Statements of Operations. For derivatives designated in qualifying cash flow hedging relationships, the gain or loss on the derivative is recognized in AOCI as a separate component of equity and a proportionate amount of gain or loss is allocated to noncontrolling interest, if applicable. If it is determined that a derivative instrument ceases to be highly effective as a hedge, or that it is probable the underlying forecasted transaction will not occur, the Company discontinues its cash flow hedge accounting prospectively and records the appropriate adjustment to earnings based on the current fair value of the derivative instrument. For net investment hedge accounting, upon sale or liquidation of our U.K. investment, the cumulative balance of the remeasurement value is reclassified to the Consolidated Statements of Operations. Reclassifications 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. 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. F-19 Table of Contents OMEGA HEALTHCARE INVESTORS, INC. NOTES TO CONSOLIDATED FINANCIAL STATEMENTS – Continued ​ ASU – 2023-07, Segment Reporting (Topic 280): Improvements to Reportable Segment Disclosures 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) On March 12, 2020, the FASB issued ASU 2020-04, which contains optional practical expedients for a limited period of time to ease the potential burden in accounting for (or recognizing the effects of) reference rate reform on financial reporting for contracts, hedging relationships, and other transactions that reference the London Interbank Offered Rate (“LIBOR”). The guidance may be elected over time until December 31, 2022, as reference rate reform activities occur. In December 2022, the FASB issued ASU 2022-06, Reference Rate Reform (Topic 848): Deferral of the Sunset Date of Topic 848, which extended the practical expedients under ASU 2020-04 to December 31, 2024. The Company had several derivative instruments that referenced LIBOR which were terminated during the second quarter of 2023 (see Note 15 – Derivatives and Hedging). The Company also had a $ 1.45 billion senior unsecured multicurrency revolving credit facility and a $ 50.0 million senior unsecured term loan facility (see Note 14 – Borrowing Activities and Arrangements) that referenced LIBOR. During the second quarter of 2023, the Company amended its $ 1.45 billion senior unsecured multicurrency revolving credit facility and $ 50.0 million senior unsecured term loan facility to adjust the interest on each loan from a LIBOR based interest rate to a Secured Overnight Financing Rate (“SOFR”) based interest rate. For both loans we have elected to apply the optional expedient pursuant to Topic 848. As such we will account for the amendments as if the modifications were not substantial and thus a continuation of the existing contract resulting in no change to the current loan carrying values or the related deferred financing costs. F-20 Table of Contents OMEGA HEALTHCARE INVESTORS, INC. NOTES TO CONSOLIDATED FINANCIAL STATEMENTS – Continued ​ NOTE 3 – REAL ESTATE ASSET ACQUISITIONS AND DEVELOPMENT 2024 Acquisitions The following table summarizes the significant asset acquisitions that occurred in 2024: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Number of ​ ​ ​ Total Real Estate ​ Initial ​ ​ Facilities ​ Assets Acquired Annual ​ Period ​ SNF ALF ​ Country/State ​ (in millions) ​ Cash Yield (1) ​ Q1 ​ 1 — WV ​ $ 8.1 ​ 10.0 % Q1 ​ — 1 ​ U.K. ​ ​ 5.2 ​ 9.5 % Q2 ​ 1 — ​ MI ​ ​ 31.0 ​ 11.5 % Q2 ​ — 32 ​ U.K. ​ ​ 50.8 (2) 10.0 % Q2 ​ 1 — ​ LA ​ ​ 21.0 ​ 10.0 % Q3 ​ — 63 ​ U.K. ​ ​ 421.0 (3) 9.9 % (4) Q3 ​ — 1 ​ U.K. ​ ​ 5.1 ​ 10.0 % Q3 ​ 1 — ​ NC ​ ​ 8.8 ​ 10.0 % Q3 ​ — 1 ​ U.K. ​ ​ 10.8 ​ 10.0 % Q4 ​ — 3 ​ U.K. ​ ​ 39.7 ​ 10.0 % Q4 ​ — 1 ​ OR ​ ​ 8.0 ​ 10.0 % Q4 ​ 2 — ​ TX ​ ​ 19.5 ​ 10.0 % Q4 ​ — 6 ​ U.K. ​ ​ 111.5 ​ 10.0 % Total 6 108 ​ ​ $ 740.5 ​ ​ (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. F-21 Table of Contents 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 ​ $ 96,971 Consideration for additional 51 % interest in Cindat Joint Venture ​ ​ 100,921 Fair market value of debt assumed ​ ​ 263,990 Total acquisition cost to be allocated ​ $ 461,882 ​ ​ ​ ​ Net assets acquired: ​ ​ ​ Real estate assets ​ $ 421,044 Non-real estate loans receivable ​ ​ 1,632 Cash and cash equivalents ​ ​ 6,866 Restricted cash ​ ​ 14,050 Contractual receivables ​ ​ 8 Other assets ​ ​ 31,278 Total assets ​ ​ 474,878 Accrued expenses and other liabilities ​ ​ ( 12,996 ) Net assets acquired ​ $ 461,882 ​ 2023 Acquisitions The following table summarizes the significant asset acquisitions that occurred in 2023: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Number of ​ ​ ​ Total Real Estate ​ Initial ​ ​ Facilities ​ Assets Acquired Annual ​ Period ​ SNF ALF ​ Country/State ​ (in millions) ​ Cash Yield (1) ​ Q1 — 6 U.K. ​ $ 26.4 (2) 8.0 % Q2 ​ 4 — ​ WV ​ ​ 114.8 (3) 9.5 % Q2 ​ 1 — ​ WV ​ ​ 13.7 ​ 10.0 % Q3 ​ 1 — ​ VA ​ ​ 15.6 ​ 10.0 % Q3 ​ — 14 ​ U.K. ​ ​ 39.5 ​ 10.2 % Q4 ​ 1 — ​ MD ​ ​ 22.5 ​ 10.0 % (4) Q4 ​ — 1 ​ U.K. ​ ​ 3.8 ​ 9.0 % Q4 ​ 2 — ​ LA ​ ​ 24.9 ​ 10.0 % Total 9 21 ​ $ 261.2 ​ ​ (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. (3) In connection with this acquisition, the Company also provided $ 104.6 million of mezzanine financing discussed further in Note 7 – Real Estate Loans Receivable and Note 8 – Non-Real Estate Receivable. (4) Of the 10 % initial annual cash yield for this acquisition, 2 % can be deferred. F-22 Table of Contents OMEGA HEALTHCARE INVESTORS, INC. NOTES TO CONSOLIDATED FINANCIAL STATEMENTS – Continued ​ 2022 Acquisitions The following table summarizes the significant asset acquisitions that occurred in 2022: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Number of ​ ​ ​ Total Real Estate ​ ​ Initial ​ ​ Facilities ​ Assets Acquired Annual ​ Period ​ SNF ALF ​ Country/State ​ (in millions) ​ ​ Cash Yield (1) ​ Q1 — 1 U.K. ​ $ 8.7 (2) 8.0 % Q1 ​ — 1 ​ U.K. ​ ​ 5.0 ​ ​ 8.0 % Q1 — 27 U.K. ​ 86.6 (2) 8.0 % Q1 ​ 1 — ​ MD ​ ​ 8.2 (3) ​ 9.5 % Q3 ​ — 4 ​ U.K. ​ ​ 28.2 ​ ​ 8.0 % Q4 6 1 PA, NC ​ 88.5 (4) 9.0 % Total 7 34 ​ $ 225.2 ​ ​ ​ (1) Initial annual cash yield reflects the initial annual contractual cash rent divided by the purchase price. (2) The total consideration paid for the one-facility U.K. acquisition and the 27 -facility U.K. acquisition was $ 8.2 million and $ 100.0 million, respectively. In connection with these acquisitions, we allocated $ 0.5 million of the purchase consideration to a deferred tax liability related to the one -facility U.K. acquisition, and $ 13.4 million to a deferred tax asset related to the 27 -facility U.K. acquisition. See Note 17 – Taxes for additional information. (3) Total consideration for the one -facility Maryland acquisition was paid on December 30, 2021, but the closing of the acquisition did not occur until January 1, 2022. (4) During the fourth quarter of 2022, we acquired seven facilities using a reverse like-kind exchange structure pursuant to Section 1031 of the Code (a “reverse 1031 exchange”). As of December 31, 2022, we had completed the reverse 1031 exchange for three of the acquired facilities and the remaining four acquired facilities remained in the possession of the EATs. During the second quarter of 2023, the remaining four facilities were released from the possession of the EATs, as we did not identify any qualifying exchange transactions. The EATs were classified as VIEs as they do not have sufficient equity investment at risk to permit the entity to finance its activities. The Company consolidated the EATs because it had the ability to control the activities that most significantly impacted the economic performance of the EATs and was, therefore, the primary beneficiary of the EATs. The properties held by the EATs were reflected as real estate with a carrying value of $ 55.2 million as of December 31, 2022. The EATs also held cash of $ 23.9 million as of December 31, 2022. 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. Concurrent with the acquisition, we amended our lease with an existing operator to include the land in the lease. We are committed to a maximum funding of $ 15.2 million for the development of the land. 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. F-23 Table of Contents 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. 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, 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 We periodically sell facilities to reduce our concentration in certain operators, geographies and non-strategic assets or due to the exercise of a tenant purchase option. The following is a summary of our assets held for sale: ​ ​ ​ ​ ​ ​ ​ December 31, ​ December 31, ​ 2024 2023 Number of facilities held for sale ​ 12 ​ ​ 14 Amount of assets held for sale (in thousands) $ 56,194 ​ $ 67,116 ​ 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. Asset Sales 2024 Activity 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. The net cash proceeds from the sale were $ 23.8 million, and we did no t recognize any gain or loss on the sale because we had already impaired the facilities down to the estimated fair value less costs to sell during the first quarter of 2023. Additionally, we sold one facility, also previously leased to Guardian, for a sales price of $ 12.0 million during the second quarter of 2023, which was fully financed by Omega through a $ 12.0 million first lien mortgage on the facility. 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. F-24 Table of Contents 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. The sale resulted in a net loss of $ 5.5 million. Also in the third quarter of 2023, we recognized the sale of 11 facilities, previously leased to LaVie, related to a December 2022 transaction, further discussed below, that did not meet the contract criteria to be recognized under ASC 610-20 at the legal sale date. During the third quarter of 2023, Omega received an aggregate $ 104.8 million of principal prepayments for the mortgage from the seller. As a result of the principal prepayments, the Company determined the transaction met the contract criteria under ASC 610-20 and recognized the sale, resulting in a $ 50.2 million gain during the year ended December 31, 2023, which includes a $ 25 million contract liability and $ 5.7 million of deferred interest income received to date. In the fourth quarter of 2023, we sold 30 facilities subject to operating agreements with LaVie for $ 317.9 million in purchase consideration, which included cash proceeds of $ 104.6 million and an aggregate $ 213.3 million pay-off of the outstanding principal and accrued interest on 22 HUD mortgages on the sold properties made by the buyer, on Omega’s behalf. The sale resulted in a net gain of $ 6.5 million. 2022 Activity 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 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. As discussed above, this sale was recognized in the third quarter of 2023, and as such are not included in the 2022 sale amounts above. In the first quarter of 2022, we sold 22 facilities that were previously leased and operated by Gulf Coast. The net cash proceeds from the sale, including related costs accrued for as of the end of the fourth quarter, were $ 304.9 million, and we recognized a net gain of $ 114.5 million. The agreement includes an earnout clause pursuant to which the buyer is obligated to pay an additional $ 18.7 million to Omega if certain financial metrics are achieved at the facilities in the three years following the sale. 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. 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. F-25 Table of Contents OMEGA HEALTHCARE INVESTORS, INC. NOTES TO CONSOLIDATED FINANCIAL STATEMENTS – Continued ​ Real Estate Impairments 2024 Activity 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. Of the $ 89.3 million, $ 51.7 million related to 20 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. 2022 Activity During the year ended December 31, 2022, we recorded impairments of approximately $ 38.5 million on 22 facilities. Of the $ 38.5 million, $ 3.5 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 $ 35.0 million related to 20 held for use facilities for which the carrying value exceeded the fair value, of which $ 17.2 million relates to 12 facilities that were leased to and operated by LaVie. $ 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. 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). NOTE 5 – CONTRACTUAL RECEIVABLES AND OTHER RECEIVABLES AND LEASE INDUCEMENTS Contractual receivables relate to the amounts currently owed to us under the terms of our lease and loan agreements. Effective yield interest receivables relate to the difference between the interest income recognized on an effective yield basis over the term of the loan agreement and the interest currently due to us according to the contractual agreement. Straight-line rent receivables relate to the difference between the rental revenue recognized on a straight-line basis and the amounts currently due to us according to the contractual agreement. Lease inducements result from value provided by us to the lessee, at the inception, modification or renewal of the lease, and are amortized as a reduction of rental income over the non-cancellable lease term. A summary of our net receivables by type is as follows: ​ ​ ​ ​ ​ ​ ​ ​ ​ December 31, ​ December 31, ​ ​ 2024 2023 ​ ​ (in thousands) ​ Contractual receivables – net ​ $ 12,611 ​ $ 11,888 ​ ​ ​ ​ ​ ​ ​ ​ ​ Effective yield interest receivables ​ $ 1,839 ​ $ 3,127 ​ Straight-line rent receivables ​ 238,690 ​ 202,748 ​ Lease inducements ​ 8,788 ​ 8,782 ​ Other receivables and lease inducements ​ $ 249,317 ​ $ 214,657 ​ ​ F-26 Table of Contents 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. There was no straight-line write-off associated with placing the existing operator on a cash basis of revenue recognition because the lease agreement did not contain any rent escalators. 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 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. We are recognizing revenue on a straight-line basis for the leases associated with these five operators. The aggregate initial contractual rent related to the 48 facilities transitioned to these five operators is $ 48.0 million per annum. The transitioned facilities included 14 facilities related to the operator referred to as the “1.2% Operator” below and 20 facilities related to the operator referred to as the “2.0% Operator” below for the year ended December 31, 2022. In connection with the transition of the 14 facilities, Omega made or agreed to make termination payments of $ 15.5 million in aggregate that were recorded as initial direct costs related to the lease with the new operator of the 14 transitioned facilities in the first quarter of 2023. These termination payments are deferred and recognized within depreciation and amortization expense on a straight-line basis over the term of the master lease. 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, 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, 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). 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. F-27 Table of Contents 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 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 . In 2022, the Agemo Rent Deferral period was also extended multiple times, and the most recent amendment extended the deferral through April 2022, after which time the deferral period terminated, with the Company remaining subject to the Agemo Forbearance Agreement through January 31, 2023. As of December 31, 2022, the aggregate rent deferred under the Agemo lease agreement was $ 25.2 million. As discussed in Note 4 – Assets Held for Sale, Dispositions and Impairments, we sold 22 facilities, subject to the Agemo lease agreement, during 2022. 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. As part of the restructuring agreement and related agreements, Omega agreed to, among other things: ● forgive and release Agemo from previously written off past due rent and interest obligations related to certain periods prior to the 2018 Restructuring and from August 2021 through January 2023, with contractual rent under the lease agreement and contractual interest under the loan agreements scheduled to resume on April 1, 2023; ● reduce monthly contractual base rent from $ 4.8 million to $ 1.9 million following the sales of the 22 facilities, previously leased and operated by Agemo, that occurred in the third and fourth quarters of 2022 (See Note 4 – Assets Held For Sale, Dispositions and Impairments); ● extend the initial Agemo lease term from December 31, 2030 , to December 31, 2036 with three consecutive tenant 10-year extension options; and ● refinance and restructure the $ 25.0 million secured working capital loan (the “Agemo WC Loan”), the $ 32.0 million term loan (the “Agemo Term Loan”) and the aggregate deferred rent balance of $ 25.2 million into two replacement loans to Agemo that mature on December 31, 2036, with aggregate principal of $ 82.2 million and an annual interest rate of 5.63 % through October 2024, which increases to 5.71 % until maturity. 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 $ 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. F-28 Table of Contents OMEGA HEALTHCARE INVESTORS, INC. NOTES TO CONSOLIDATED FINANCIAL STATEMENTS – Continued ​ LaVie 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. On December 30, 2022, we sold 11 facilities previously subject to one of the two leases agreements with LaVie. See further discussion on the sale and the accounting treatment in Note 4 – Assets Held For Sale, Dispositions and Impairments. Concurrent with the sale, we also amended the lease agreement impacted by the sale and our loan agreements with LaVie. The amendments to the loan agreements are discussed in Note 8 – Non-Real Estate Loans. With the lease amendment and other related documents, Omega and LaVie agreed to, among other terms: ​ ● remove the 11 sold facilities from the lease agreement and reduce monthly contractual rent due under all agreements from $ 8.3 million to $ 7.3 million; ● provide Omega the ability to enact a one-time rent reset on one of the lease agreements, if LaVie’s coverage exceeds a threshold, after February 1, 2027; and ● require Omega to pay LaVie a $ 35.0 million termination fee in connection with transitioning the 11 facilities sold in the fourth quarter and the additional facilities sold in the restructure ( $ 25.0 million was assumed by the third-party buyer of the 11 facilities). 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. 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. In the fourth quarter of 2023, Omega sold an additional 30 facilities and amended the master lease with LaVie to further reduce monthly rent to $ 3.3 million. LaVie began to short pay contractual rent during the third quarter of 2023, which continued into the fourth quarter of 2023 with LaVie paying $ 5.3 million of contractual rent, a short pay of $ 7.8 million of the $ 13.1 million due under its lease agreement. For the year ended December 31, 2023, LaVie paid total contractual rent of $ 37.0 million, a total short pay of $ 21.1 million of the $ 58.1 million due under the lease agreement after reflecting the deferral discussed above. 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. 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. F-29 Table of Contents 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. Maplewood 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. In the first quarter of 2023, we agreed to a formal restructuring agreement, master lease amendments and loan amendments with Maplewood. As part of the restructuring agreement and related agreements, Omega agreed to, among other things: ● extend the maturity date of the master lease from December 2033 to December 2037 with two consecutive 5-year tenant extension options; ● fix contractual rent at $ 69.3 million per annum (December 2022 rent annualized) and defer the 2.5 % annual escalators under our lease agreement through December 31, 2025, with mandatory repayments to be made subject to certain metrics and due in full by the maturity date; ● fund $ 22.5 million of capital expenditures through December 31, 2025; ● 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 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; and ● 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. Mr. 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. Since Mr. 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. F-30 Table of Contents OMEGA HEALTHCARE INVESTORS, INC. NOTES TO CONSOLIDATED FINANCIAL STATEMENTS – Continued ​ 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. Omega applied all $ 4.8 million of Maplewood’s security deposit towards the total year to date shortfall and recognized rental income of $ 62.6 million for the year ended December 31, 2023. The $ 12.5 million option termination fee payment made in the first quarter of 2023 in connection with the restructuring agreement was accounted for as a lease inducement. 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. 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 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. In the first quarter of 2022, we transitioned eight facilities previously leased to Guardian to two other operators as part of the planned restructuring. Additionally, during the six months ended June 30, 2022, we sold nine facilities to a third party that were previously leased to Guardian and three facilities previously subject to the Guardian mortgage loan. In the second quarter of 2022, we agreed to a formal restructuring agreement, master lease amendments and mortgage loan amendments with Guardian. As part of the restructuring agreement and related agreements, Omega agreed to, among other things: ● 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; and F-31 Table of Contents OMEGA HEALTHCARE INVESTORS, INC. NOTES TO CONSOLIDATED FINANCIAL STATEMENTS – Continued ​ ● 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. 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. Guardian continued to make contractual rent and interest payments in accordance with the restructuring terms during the first and second quarters of 2023. As discussed in Note 4 – Assets Held For Sale, Dispositions and Impairments, we sold 6 facilities previously leased to Guardian in the second quarter of 2023 and amended the master lease agreement to further reduce rent to $ 1.5 million. As discussed further in Note 7 – Real Estate Loans Receivable, Guardian also sold the remaining 4 facilities subject to Guardian mortgage loan in the second quarter of 2023 and used the proceeds from the sale to make a principal repayment to Omega, in the same amount, against the mortgage note. Following the repayment, Omega agreed to release the mortgage liens on the facilities. 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. 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. Healthcare Homes In December 2022, we agreed to allow Healthcare Homes, a U.K. 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. 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. 1.2 % Operator 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. The 1.2 % Operator paid contractual rent in May 2022, but it failed to pay the full contractual rent for June 2022 on a timely basis. We placed the 1.2 % Operator on a cash basis of revenue recognition during the second quarter of 2022 and wrote-off approximately $ 8.3 million of straight-line rent receivables. During the third and fourth quarters of 2022, the 1.2 % Operator made partial contractual rent payments totaling $ 4.0 million. 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. F-32 Table of Contents 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 % 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. In the third quarter of 2022, the 2.0 % Operator continued to short-pay the contractual amount due under its lease agreement. As such, we applied $ 3.3 million of the remaining proceeds of the letter of credit to pay the unpaid portion of July, August and September 2022 rent. We placed the 2.0 % Operator on a cash basis of revenue recognition during the third quarter of 2022 and wrote-off approximately $ 10.5 million of straight-line rent receivables and lease inducements. In the fourth quarter of 2022, the 2.0 % Operator paid $ 2.2 million in contractual rent and we applied the remaining $ 1.5 million of collateral against the remaining unpaid rent. During the fourth quarter of 2022, we transitioned three of the facilities previously included in the 2.0 % Operator’s master lease to another operator. As discussed above, during the first quarter of 2023, we transitioned the remaining 20 facilities previously included in the 2.0 % Operator’s master lease to other operators. 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. NOTE 6 –LEASES Lease Income The following table summarizes the Company’s rental income: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Year Ended December 31, ​ 2024 ​ 2023 ​ 2022 ​ (in thousands) Fixed income from operating leases $ 871,189 ​ $ 811,123 ​ $ 735,247 Variable income from operating leases ​ 15,718 ​ ​ 14,257 ​ ​ 14,961 Interest income from direct financing leases ​ 1,003 ​ ​ 1,014 ​ ​ 1,023 Total rental income $ 887,910 ​ $ 826,394 ​ $ 751,231 ​ Our variable lease income primarily represents the reimbursement of real estate taxes by operators that Omega pays directly. 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) 2025 $ 927,069 2026 ​ 947,098 2027 ​ 941,009 2028 ​ 917,667 2029 ​ 905,495 Thereafter ​ 6,282,523 Total $ 10,920,861 ​ F-33 Table of Contents 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: ​ ​ ​ ​ ​ ​ ​ ​ ​ December 31, ​ December 31, ​ ​ 2024 2023 ​ ​ (in thousands) ​ Minimum lease payments receivable ​ $ 21,478 ​ $ 22,628 ​ Less unearned income ​ ( 10,420 ) ​ ( 11,423 ) ​ Investment in direct financing leases ​ 11,058 ​ 11,205 ​ Less allowance for credit losses on direct financing leases ​ ( 1,605 ) ​ ( 2,489 ) ​ Investment in direct financing leases – net ​ $ 9,453 ​ $ 8,716 ​ ​ ​ ​ ​ ​ ​ ​ ​ Properties subject to direct financing leases ​ 1 ​ 1 ​ Number of direct financing leases ​ 1 ​ 1 ​ ​ 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: ​ ​ ​ ​ ​ ​ ​ ​ ​ December 31, ​ December 31, ​ ​ 2024 ​ 2023 ​ ​ (in thousands) Other assets - right of use assets ​ $ 28,302 ​ $ 30,178 ​ ​ ​ ​ ​ ​ ​ Accrued expenses and other liabilities – lease liabilities ​ $ 30,328 ​ $ 31,625 ​ 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. ​ 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, 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. F-34 Table of Contents 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: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ December 31, ​ December 31, ​ ​ 2024 2023 ​ ​ (in thousands) ​ Mortgage notes due 2030 ; interest at 11.39 % (1)(2) ​ $ 525,530 $ 514,866 ​ Mortgage notes due 2025 ; interest at 10.59 % (1) ​ ​ 172,476 ​ ​ — ​ Mortgage notes due 2027 and 2037 ; interest at 10.60 % (1) ​ ​ 84,951 ​ ​ 72,420 ​ Mortgage note due 2028 ; interest at 10.00 % ​ ​ 53,750 ​ ​ 50,000 ​ Mortgage note due 2025 ; interest at 7.85 % ​ ​ — ​ ​ 62,010 ​ Other mortgage notes outstanding (3) ​ 145,620 ​ 55,141 ​ Mortgage notes receivable – gross ​ 982,327 ​ 754,437 ​ Allowance for credit losses on mortgage notes receivable ​ ​ ( 39,562 ) ​ ​ ( 55,661 ) ​ Mortgage notes receivable – net ​ ​ 942,765 ​ ​ 698,776 ​ Other real estate loan due 2035 ; interest at 7.00 % ​ ​ 263,580 ​ ​ 263,520 ​ Other real estate loans due 2025 - 2030 ; interest at 11.85 % (1) ​ ​ 101,904 ​ ​ 120,576 ​ Other real estate loan due 2025 ; interest at 10.00 % (4) ​ ​ 13,000 ​ ​ 106,807 ​ Other real estate loans outstanding (5) ​ ​ 138,736 ​ ​ 57,812 ​ Other real estate loans – gross ​ ​ 517,220 ​ ​ 548,715 ​ Allowance for credit losses on other real estate loans ​ ( 31,687 ) ​ ( 35,329 ) ​ Other real estate loans – net ​ ​ 485,533 ​ ​ 513,386 ​ Total real estate loans receivable – net ​ $ 1,428,298 ​ $ 1,212,162 ​ (1) Approximates the weighted average interest rate on facilities as of December 31, 2024. (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. (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: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Year Ended December 31, ​ 2024 ​ 2023 ​ 2022 ​ (in thousands) Mortgage notes – interest income $ 91,434 ​ $ 68,340 ​ $ 74,233 Other real estate loans – interest income ​ 35,366 ​ ​ 29,426 ​ ​ 36,089 Total real estate loans interest income $ 126,800 ​ $ 97,766 ​ $ 110,322 ​ 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. F-35 Table of Contents OMEGA HEALTHCARE INVESTORS, INC. NOTES TO CONSOLIDATED FINANCIAL STATEMENTS – Continued ​ Mortgage Notes due 2030 ; 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. Concurrent with this repayment, we released the mortgage liens on five facilities in exchange for the partial repayment. As of December 31, 2024, the outstanding principal balance of the Ciena Master Mortgage note is $ 277.0 million and it is secured by 19 facilities. 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 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, 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 % . During 2022, Ciena repaid $ 15.1 million under this mortgage. Concurrent with this repayment, we released the mortgage liens on one facility in exchange for the partial repayment. As of December 31, 2024, the outstanding principal balance of this mortgage note is $ 28.5 million and it is secured by four SNFs. The interest rate on the mortgage note was 10.85 % at December 31, 2024. ● 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 % . The interest rate on the mortgage note was 11.16 % at December 31, 2024. As of December 31, 2024, the outstanding principal balance of this mortgage note is $ 82.6 million. 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 %. 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. 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. operator. 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 . F-36 Table of Contents OMEGA HEALTHCARE INVESTORS, INC. NOTES TO CONSOLIDATED FINANCIAL STATEMENTS – Continued ​ 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 . Mortgage Note due 2028 ; 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 ; 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, 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 second quarter of 2023, Guardian completed the sale of the four remaining facilities subject to the mortgage note with Omega. Guardian used $ 35.2 million of proceeds from the sale of the facilities to make a principal repayment to Omega, in the same amount, against the mortgage note. Following the repayment, Omega agreed to release the mortgage liens on these facilities and forgive the remaining $ 46.8 million of outstanding principal due under the mortgage note. We had previously established an allowance for credit loss to reserve this loan down to $ 35.2 million in anticipation of this settlement. F-37 Table of Contents 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, 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. The mortgage loan bears interest at 10 % and matures on October 1, 2026 . 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 mortgage loan is $ 3.0 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 first mortgage lien on the two facilities. Other real estate loan due 2035 ; 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. Our balances and risk of loss associated with Maplewood are included within our disclosures in Note 10 – Variable Interest Entities. 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 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. F-38 Table of Contents OMEGA HEALTHCARE INVESTORS, INC. NOTES TO CONSOLIDATED FINANCIAL STATEMENTS – Continued ​ 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. 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. 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 ; 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 . The loan also requires quarterly principal payments of $ 1.0 million commencing on January 1, 2023 and additional payments contingent on the operator’s achievement of certain metrics. The loan is secured by a leasehold mortgage and a pledge of the operator’s equity interest in a joint venture. As of December 31, 2024, the outstanding principal balance of this loan is $ 27.6 million. 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. The $ 68.0 million loan requires quarterly principal payments of $ 1.0 million commencing on July 1, 2023 and additional payments contingent on certain metrics. The $ 68.0 million loan is secured by a leasehold mortgage and a pledge of the operator’s equity interest in subsidiaries of the operator. 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. As of December 31, 2024, the aggregate outstanding principal balance of these two mezzanine loans is $ 63.8 million. F-39 Table of Contents OMEGA HEALTHCARE INVESTORS, INC. NOTES TO CONSOLIDATED FINANCIAL STATEMENTS – Continued ​ 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 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 Our non-real estate loans consist of fixed and variable rate loans to operators and/or principals. These loans may be either unsecured or secured by the collateral of the borrower, which may include the working capital of the borrower and/or personal guarantees. As of December 31, 2024, we had 48 loans with 30 different borrowers. A summary of our non-real estate loans by borrower and/or guarantor is as follows: ​ ​ ​ ​ ​ ​ ​ ​ ​ December 31, ​ December 31, ​ ​ 2024 2023 ​ ​ ​ (in thousands) ​ Notes due 2026 ; interest at 13.22 % (1) ​ $ 115,913 ​ $ — ​ Notes due 2036 ; interest at 5.71 % ​ ​ 73,142 ​ ​ 77,854 ​ Note due 2026 ; interest at 11.00 % ​ ​ 47,126 ​ ​ 53,300 ​ Notes due 2025 - 2029 ; interest at 11.81 % (1)(2) ​ ​ 45,226 ​ 92,681 ​ Note due 2025 ; interest at 9.12 % (1) ​ ​ 42,499 ​ ​ 44,999 ​ Notes due 2025 and 2036 ; interest at 3.25 % (1) ​ ​ 38,308 ​ ​ 32,308 ​ Other notes outstanding (3) ​ 92,855 ​ 96,104 ​ Non-real estate loans receivable – gross ​ ​ 455,069 ​ ​ 397,246 ​ Allowance for credit losses on non-real estate loans receivable ​ ​ ( 122,795 ) ​ ​ ( 121,631 ) ​ Total non-real estate loans receivable – net ​ $ 332,274 ​ $ 275,615 ​ (1) Approximate weighted average interest rate as of December 31, 2024. (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 $ 9.0 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. F-40 Table of Contents OMEGA HEALTHCARE INVESTORS, INC. NOTES TO CONSOLIDATED FINANCIAL STATEMENTS – Continued ​ Notes due 2026 ; 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 $ 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 . 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 . 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 ; interest at 5.71 % As of December 31, 2022, Notes due 2036 consisted of a $ 32 million secured term loan (the “Agemo Term Loan”) and a $ 25.0 million secured working capital loan (the “Agemo WC Loan”) with Agemo. The Agemo Term Loan was acquired in 2016 and bore interest at 9 % per annum. The Agemo Term Loan had a maturity date of December 31, 2024 and was secured by a security interest in certain collateral of Agemo. The Agemo WC Loan was issued on May 7, 2018 and bore interest at 7 % per annum. The Agemo WC Loan had a maturity date of April 30, 2025 and was primarily secured by a collateral package that includes a second lien on the accounts receivable of Agemo. 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 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. 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. Under the restructuring agreement, previously written off contractual unpaid interest related to the Agemo WC Loan and the Agemo Term Loan was forgiven. The outstanding principal of the Agemo Term Loan was refinanced into a new $ 32.0 million loan (“Agemo Replacement Loan A”). The outstanding principal of the Agemo WC Loan and the aggregate rent deferred and outstanding under the Agemo lease agreement was combined and refinanced into a new $ 50.2 million loan (“Agemo Replacement Loan B” and with Agemo Replacement Loan A, the “Agemo Replacement Loans”). The Agemo Replacement Loans bear interest at 5.63 % per annum through October 2024, which increases to 5.71 % per annum until maturity. The Agemo Replacement Loans mature on December 31, 2036 . Interest payments were scheduled to resume on April 1, 2023, contingent upon Agemo’s compliance with certain conditions of the restructuring agreement; however, Agemo had the option to defer the interest payment due on April 1, 2023. Beginning in January 2025, Agemo will be required to make principal payments on the Agemo Replacement Loans dependent on certain metrics. These amendments were treated as loan modifications provided to a borrower experiencing financial difficulty. 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. F-41 Table of Contents 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. No changes to the collateral supporting the loans were made because of the refinancing of these loans into the Agemo Replacement Loans. Additional principal of $ 25.2 million related to deferred rent due under the master lease was combined with the principal of the Agemo WC Loan under Agemo Replacement Loan B. This deferred rent balance was previously written off when the Agemo master lease was taken to a cash basis of revenue recognition in 2020. We believe it is not probable that we will collect the additional $ 25.2 million of principal balance associated with the deferred rent under Agemo Replacement Loan B. As such, we added an additional allowance for credit losses of $ 25.2 million related to Agemo Replacement Loan B concurrent with the increase in loan principal during the first quarter of 2023. There is no income statement impact as a result of this additional reserve due to the balance previously being written off. 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 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. 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. The loan is collateralized by a pledge of equity interests in a closely held corporation of which the principal is the majority owner. 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. 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. F-42 Table of Contents OMEGA HEALTHCARE INVESTORS, INC. NOTES TO CONSOLIDATED FINANCIAL STATEMENTS – Continued ​ Note due 2025 ; 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 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 , 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. 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. 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. On March 25, 2022, we entered into a $ 25.0 million term loan with LaVie that bore interest at a fixed rate of 8.5 % per annum and originally matured on March 31, 2032 . This term loan required quarterly principal payments of $ 1.3 million commencing January 1, 2028 and is secured by a second priority lien on the operator’s accounts receivable. During the fourth quarter of 2022, we amended these loans with LaVie to, among other terms, extend the loan maturities to November 30, 2036 to align with the lease term, and starting in January 2023, reduce the interest rates to 2 %, remove the requirement to make any principal payments until the maturity dates and to convert from monthly cash interest payments to PIK interest. These amendments were treated as loan modifications to a borrower experiencing financial difficulty. Given the modifications, we evaluated the risk of loss on these loans on an individual basis based on the fair value of the collateral. Based on our evaluation of the collateral, during the fourth quarter of 2022, we recognized provisions for credit losses of $ 7.5 million related to the $ 8.3 million term loan (to fully reserve the loan balance) and $ 15.8 million related to the $ 25.0 million term loan. Following the sale of 11 facilities in the fourth quarter of 2022, discussed in Note 4 – Assets Held for Sale, Dispositions and Impairments, the remaining accounts receivable outstanding that collateralize the $ 25.0 million term 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 $ 25.0 million loan to the fair value of the collateral. Additionally, the loans were 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 loans. 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. F-43 Table of Contents 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 As of December 31, 2024, our other notes outstanding represent 28 loans to operators and/or principals that primarily consists of term loans and working capital loans or revolving credit facilities. Many of these loans are not individually significant and the use of proceeds of these loans can vary. 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. 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, 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 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. During the second quarter of 2024, we wrote-off the loan and reserve balances. F-44 Table of Contents OMEGA HEALTHCARE INVESTORS, INC. NOTES TO CONSOLIDATED FINANCIAL STATEMENTS – Continued ​ Gulf Coast – DIP Facility 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. 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, 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 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 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 . The credit facility is secured by a first lien on the accounts receivable of the operator. This revolving credit facility was further amended in the fourth quarter of 2022 to increase the maximum principal to $ 25 million, with any borrowed amount in excess of $ 20 million to be repaid no later than June 30, 2023 . During the third quarter of 2023, this revolving credit facility was further amended to increase the maximum principal to $ 25 million, increase the interest rate to 8.5 % beginning in October 2024 and extend the maturity date to December 31, 2025 . As of December 31, 2024, $ 23.6 million was outstanding on the revolving credit facility. Promissory Notes – $ 20 million In the fourth quarter of 2022, the Company entered into three unsecured loans with a principal of an operator with principal amounts of $ 17.0 million, $ 2.5 million and $ 0.5 million. The loans bear interest at 9 % and mature on September 30, 2027 . All three loans require quarterly principal payments commencing on January 3, 2023. As of December 31, 2024, the loans have total outstanding principal of $ 14.7 million. $ 10.0 million Mezzanine Loan and Working Capital Loan On June 30, 2023, the Company entered into a $ 10.0 million mezzanine loan and a revolving working capital loan with an existing operator in connection with the operator’s acquisition of a portfolio of facilities in Pennsylvania. The $ 10.0 million mezzanine loan matures on June 30, 2028 and bears interest at a fixed rate of 11 % per annum. The $ 10.0 million mezzanine loan also requires monthly amortizing payments of principal and interest in the amount of $ 0.2 million. The $ 10.0 million mezzanine loan is secured by an equity interest in a subsidiary of the operator. The working capital loan matures on June 30, 2026 and bears interest at a fixed rate of 10 % per annum. The working capital loan has a maximum principal of $ 34.0 million for the first year that decreases to $ 20.0 million thereafter. The working capital loan is secured by the accounts receivable of the acquired facilities. 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. F-45 Table of Contents OMEGA HEALTHCARE INVESTORS, INC. NOTES TO CONSOLIDATED FINANCIAL STATEMENTS – Continued ​ NOTE 9 – ALLOWANCE FOR CREDIT LOSSES A rollforward of our allowance for credit losses, summarized by financial instrument type and internal credit risk rating, for the years ended December 31, 2024, 2023 and 2022 is as follows: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Rating ​ Financial Statement Line Item Allowance for Credit Loss as of December 31, 2023 ​ Provision (recovery) for Credit Loss for the year ended December 31, 2024 (1) ​ Write-offs charged against allowance for the year ended December 31, 2024 ​ Other additions to the allowance for the year ended December 31, 2024 ​ Allowance for Credit Loss as of December 31, 2024 ​ ​ ​ (in thousands) ​ ​ ​ 1 ​ Real estate loans receivable $ 1,501 ​ $ ( 1,189 ) ​ $ — ​ $ — ​ $ 312 2 ​ Real estate loans receivable ​ 291 ​ ​ 201 ​ ​ — ​ ​ — ​ ​ 492 3 ​ Real estate loans receivable ​ 12,635 ​ ​ ( 1,644 ) ​ ​ — ​ ​ — ​ ​ 10,991 4 ​ Real estate loans receivable ​ 65,113 ​ ​ ( 42,585 ) (2) ​ — ​ ​ — ​ ​ 22,528 5 ​ Real estate loans receivable ​ — ​ ​ 25,476 (2) ​ — ​ ​ — ​ ​ 25,476 6 ​ Real estate loans receivable ​ 11,450 ​ ​ — ​ ​ — ​ ​ — ​ ​ 11,450 ​ ​ Sub-total ​ 90,990 ​ ​ ( 19,741 ) ​ ​ — ​ ​ — ​ ​ 71,249 ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ 5 ​ Investment in direct financing leases ​ 2,489 ​ ​ ( 884 ) ​ ​ — ​ ​ — ​ ​ 1,605 ​ ​ Sub-total ​ 2,489 ​ ​ ( 884 ) ​ ​ — ​ ​ — ​ ​ 1,605 ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ 2 ​ Non-real estate loans receivable ​ 1,151 ​ ​ ( 1,114 ) ​ ​ — ​ ​ — ​ ​ 37 3 ​ Non-real estate loans receivable ​ 3,903 ​ ​ ( 2,035 ) ​ ​ — ​ ​ — ​ ​ 1,868 4 ​ Non-real estate loans receivable ​ 720 ​ ​ 1,548 ​ ​ — ​ ​ — ​ ​ 2,268 5 ​ Non-real estate loans receivable ​ 43,404 ​ ​ ( 117 ) ​ ​ — ​ ​ — ​ ​ 43,287 6 ​ Non-real estate loans receivable ​ 72,453 ​ ​ 16,393 ​ ​ ( 13,511 ) ​ ​ — ​ ​ 75,335 ​ ​ Sub-total ​ 121,631 ​ ​ 14,675 (3) ​ ( 13,511 ) ​ ​ — ​ ​ 122,795 ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ 2 ​ Unfunded real estate loan commitments ​ 10 ​ ​ ( 9 ) ​ ​ — ​ ​ — ​ ​ 1 3 ​ Unfunded real estate loan commitments ​ 335 ​ ​ 126 ​ ​ — ​ ​ — ​ ​ 461 4 ​ Unfunded real estate loan commitments ​ 4,314 ​ ​ ( 4,274 ) (2) ​ — ​ ​ — ​ ​ 40 5 ​ Unfunded real estate loan commitments ​ — ​ ​ 1,767 (2) ​ — ​ ​ — ​ ​ 1,767 2 ​ Unfunded non-real estate loan commitments ​ 692 ​ ​ ( 679 ) ​ ​ — ​ ​ — ​ ​ 13 3 ​ Unfunded non-real estate loan commitments ​ 46 ​ ​ 137 ​ ​ — ​ ​ — ​ ​ 183 4 ​ Unfunded non-real estate loan commitments ​ 63 ​ ​ 370 ​ ​ — ​ ​ — ​ ​ 433 5 ​ Unfunded non-real estate loan commitments ​ 1,594 ​ ​ ( 1,594 ) ​ ​ — ​ ​ — ​ ​ — 6 ​ Unfunded non-real estate loan commitments ​ — ​ ​ 65 ​ ​ — ​ ​ — ​ ​ 65 ​ ​ Sub-total ​ 7,054 ​ ​ ( 4,091 ) ​ ​ — ​ ​ — ​ ​ 2,963 ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Total $ 222,164 ​ $ ( 10,041 ) ​ $ ( 13,511 ) ​ $ — ​ $ 198,612 (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. F-46 Table of Contents OMEGA HEALTHCARE INVESTORS, INC. NOTES TO CONSOLIDATED FINANCIAL STATEMENTS – Continued ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Rating ​ Financial Statement Line Item Allowance for Credit Loss at December 31, 2022 ​ Provision (recovery) for Credit Loss for the year ended December 31, 2023 (1) ​ 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 ​ ​ ​ (in thousands) 1 ​ Real estate loans receivable $ 162 ​ $ 1,339 ​ $ — ​ $ — ​ $ 1,501 2 ​ Real estate loans receivable ​ 157 ​ ​ 134 ​ ​ — ​ ​ — ​ ​ 291 3 ​ Real estate loans receivable ​ 15,110 ​ ​ ( 2,475 ) ​ ​ — ​ ​ — ​ ​ 12,635 4 ​ Real estate loans receivable ​ 33,666 ​ ​ 31,447 ​ ​ — ​ ​ — ​ ​ 65,113 6 ​ Real estate loans receivable ​ 52,265 ​ ​ ( 3,860 ) ​ ​ ( 36,955 ) (2) ​ — ​ ​ 11,450 ​ ​ Sub-total ​ 101,360 ​ ​ 26,585 ​ ​ ( 36,955 ) ​ ​ — ​ ​ 90,990 ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ 5 ​ Investment in direct financing leases ​ 2,816 ​ ​ ( 327 ) ​ ​ — ​ ​ — ​ ​ 2,489 ​ ​ Sub-total ​ 2,816 ​ ​ ( 327 ) ​ ​ — ​ ​ — ​ ​ 2,489 ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ 2 ​ Non-real estate loans receivable ​ 859 ​ ​ 292 ​ ​ — ​ ​ — ​ ​ 1,151 3 ​ Non-real estate loans receivable ​ 2,079 ​ ​ 1,824 ​ ​ — ​ ​ — ​ ​ 3,903 4 ​ Non-real estate loans receivable ​ 634 ​ ​ 86 ​ ​ — ​ ​ — ​ ​ 720 5 ​ Non-real estate loans receivable ​ 18,619 ​ ​ ( 415 ) ​ ​ — ​ ​ 25,200 (3) ​ 43,404 6 ​ Non-real estate loans receivable ​ 61,677 ​ ​ 10,776 ​ ​ — ​ ​ — ​ ​ 72,453 ​ ​ Sub-total ​ 83,868 ​ ​ 12,563 ​ ​ — ​ ​ 25,200 ​ ​ 121,631 ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ 2 ​ Unfunded real estate loan commitments ​ — ​ ​ 10 ​ ​ — ​ ​ — ​ ​ 10 3 ​ Unfunded real estate loan commitments ​ — ​ ​ 335 ​ ​ — ​ ​ — ​ ​ 335 4 ​ Unfunded real estate loan commitments ​ 84 ​ ​ 4,230 ​ ​ — ​ ​ — ​ ​ 4,314 2 ​ Unfunded non-real estate loan commitments ​ 207 ​ ​ 485 ​ ​ — ​ ​ — ​ ​ 692 3 ​ Unfunded non-real estate loan commitments ​ 29 ​ ​ 17 ​ ​ — ​ ​ — ​ ​ 46 4 ​ Unfunded non-real estate loan commitments ​ — ​ ​ 63 ​ ​ — ​ ​ — ​ ​ 63 5 ​ Unfunded non-real estate loan commitments ​ — ​ ​ 1,594 ​ ​ — ​ ​ — ​ ​ 1,594 ​ ​ Sub-total ​ 320 ​ ​ 6,734 ​ ​ — ​ ​ — ​ ​ 7,054 ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Total $ 188,364 ​ $ 45,555 ​ $ ( 36,955 ) ​ $ 25,200 ​ $ 222,164 (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. (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. ​ F-47 Table of Contents OMEGA HEALTHCARE INVESTORS, INC. NOTES TO CONSOLIDATED FINANCIAL STATEMENTS – Continued ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Rating ​ Financial Statement Line Item Allowance for Credit Loss at December 31, 2021 ​ Provision (recovery) for Credit Loss for the year ended December 31, 2022 ​ Write-offs charged against allowance for the year ended December 31, 2022 ​ Allowance for Credit Loss as of December 31, 2022 ​ ​ ​ (in thousands) 1 ​ Real estate loans receivable $ — ​ $ 162 ​ $ — ​ $ 162 2 ​ Real estate loans receivable ​ 14 ​ ​ 143 ​ ​ — ​ ​ 157 3 ​ Real estate loans receivable ​ 5,367 ​ ​ 9,743 ​ ​ — ​ ​ 15,110 4 ​ Real estate loans receivable ​ 20,577 ​ ​ 13,089 ​ ​ — ​ ​ 33,666 5 ​ Real estate loans receivable ​ 136 ​ ​ ( 136 ) ​ ​ — ​ ​ — 6 ​ Real estate loans receivable ​ 56,480 ​ ​ 248 ​ ​ ( 4,463 ) (1) ​ 52,265 ​ ​ Sub-total ​ 82,574 ​ ​ 23,249 ​ ​ ( 4,463 ) ​ ​ 101,360 ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ 3 ​ Investment in direct financing leases ​ 530 ​ ​ ( 530 ) ​ ​ — ​ ​ — 5 ​ Investment in direct financing leases ​ - ​ ​ 2,816 ​ ​ — ​ ​ 2,816 ​ ​ Sub-total ​ 530 ​ ​ 2,286 ​ ​ — ​ ​ 2,816 ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ 2 ​ Non-real estate loans receivable ​ 29 ​ ​ 830 ​ ​ — ​ ​ 859 3 ​ Non-real estate loans receivable ​ 1,206 ​ ​ 873 ​ ​ — ​ ​ 2,079 4 ​ Non-real estate loans receivable ​ 56 ​ ​ 578 ​ ​ — ​ ​ 634 5 ​ Non-real estate loans receivable ​ 7,861 ​ ​ 10,758 (2) ​ — ​ ​ 18,619 6 ​ Non-real estate loans receivable ​ 51,269 ​ ​ 28,460 (3)(4) ​ ( 18,052 ) (5) ​ 61,677 ​ ​ Sub-total ​ 60,421 ​ ​ 41,499 ​ ​ ( 18,052 ) ​ ​ 83,868 ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ 3 ​ Unfunded real estate loan commitments ​ 251 ​ ​ ( 251 ) ​ ​ — ​ ​ — 4 ​ Unfunded real estate loan commitments ​ 117 ​ ​ ( 33 ) ​ ​ — ​ ​ 84 2 ​ Unfunded non-real estate loan commitments ​ 7 ​ ​ 200 ​ ​ — ​ ​ 207 3 ​ Unfunded non-real estate loan commitments ​ 207 ​ ​ ( 178 ) ​ ​ — ​ ​ 29 4 ​ Unfunded non-real estate loan commitments ​ 216 ​ ​ ( 216 ) ​ ​ — ​ ​ — 6 ​ Unfunded non-real estate loan commitments ​ 143 ​ ​ 2,107 (5) ​ ( 2,250 ) (5) ​ — ​ ​ Sub-total ​ 941 ​ ​ 1,629 ​ ​ ( 2,250 ) ​ ​ 320 ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Total $ 144,466 ​ $ 68,663 ​ $ ( 24,765 ) ​ $ 188,364 (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 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. F-48 Table of Contents OMEGA HEALTHCARE INVESTORS, INC. NOTES TO CONSOLIDATED FINANCIAL STATEMENTS – Continued ​ Included below is a summary of the amortized cost basis of our financial instruments by year of origination and internal risk rating and a summary of our gross write-offs by year of origination: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Rating Financial Statement Line Item 2024 2023 2022 2021 2020 2019 & older Revolving Loans Balance as of December 31, 2024 ​ ​ (in thousands) 1 Real estate loans receivable $ — $ — $ 20,000 $ — $ — $ — $ — $ 20,000 2 Real estate loans receivable ​ 29,700 ​ 8,680 ​ — ​ — ​ 21,325 ​ — ​ — ​ 59,705 3 Real estate loans receivable ​ 273,243 ​ 161,166 ​ 27,600 ​ 72,420 ​ — ​ — ​ — ​ 534,429 4 Real estate loans receivable ​ 73,991 ​ 90,403 ​ — ​ 31,626 ​ 82,615 ​ 330,276 ​ — ​ 608,911 5 Real estate loans receivable ​ — ​ — ​ — ​ — ​ — ​ — ​ 263,580 ​ 263,580 6 Real estate loans receivable ​ — ​ — ​ — ​ — ​ — ​ 12,922 ​ — ​ 12,922 ​ Sub-total ​ 376,934 ​ 260,249 ​ 47,600 ​ 104,046 ​ 103,940 ​ 343,198 ​ 263,580 ​ 1,499,547 ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ 5 Investment in direct financing leases ​ — ​ — ​ — ​ — ​ — ​ 11,058 ​ — ​ 11,058 ​ Sub-total ​ — ​ — ​ — ​ — ​ — ​ 11,058 ​ — ​ 11,058 ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ 2 Non-real estate loans receivable ​ — ​ — ​ — ​ — ​ — ​ — ​ 15,989 ​ 15,989 3 Non-real estate loans receivable ​ 4,175 ​ 81,333 ​ 17,687 ​ — ​ — ​ 2,551 ​ 55,761 ​ 161,507 4 Non-real estate loans receivable ​ 4,411 ​ — ​ — ​ — ​ — ​ 117,477 ​ 27,822 ​ 149,710 5 Non-real estate loans receivable ​ 6,000 ​ 1,500 ​ — ​ — ​ — ​ 45,028 ​ — ​ 52,528 6 Non-real estate loans receivable ​ 5,027 ​ 3,812 ​ 24,457 ​ 7,851 ​ — ​ 28,188 ​ 6,000 ​ 75,335 ​ Sub-total ​ 19,613 ​ 86,645 ​ 42,144 ​ 7,851 ​ — ​ 193,244 ​ 105,572 ​ 455,069 ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Total $ 396,547 $ 346,894 $ 89,744 $ 111,897 $ 103,940 $ 547,500 $ 369,152 $ 1,965,674 ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Year to date gross write-offs $ — $ ( 5,879 ) $ — $ — $ — $ ( 3,092 ) $ ( 4,540 ) $ ( 13,511 ) ​ Interest Receivable on Real Estate Loans and Non-real Estate Loans We have elected the practical expedient to exclude interest receivable from our allowance for credit losses. As of December 31, 2024 and 2023, we have excluded $ 11.1 million and $ 10.2 million, respectively, of contractual interest receivables and $ 1.8 million and $ 3.1 million, respectively, of effective yield interest receivables from our allowance for credit losses. We write-off interest receivable to provision for credit losses in the period we determine the interest is no longer considered collectible. 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. NOTE 10 – VARIABLE INTEREST ENTITIES We hold variable interests in several VIEs through our investing and financing activities, which are not consolidated, as we have concluded that we are not the primary beneficiary of these entities as we do not have the power to direct activities that most significantly impact the VIE’s economic performance and/or the variable interest we hold does not obligate us to absorb losses or provide us with the right to receive benefits from the VIE which could potentially be significant. F-49 Table of Contents OMEGA HEALTHCARE INVESTORS, INC. NOTES TO CONSOLIDATED FINANCIAL STATEMENTS – Continued ​ Below is a summary of our assets, liabilities, collateral, and maximum exposure to loss associated with these unconsolidated VIEs as of December 31, 2024 and 2023: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ December 31, ​ December 31, ​ ​ ​ 2024 ​ 2023 ​ ​ ​ (in thousands) ​ Assets ​ ​ ​ ​ ​ ​ ​ Real estate assets – net ​ $ 1,250,131 ​ $ 996,540 ​ Assets held for sale ​ ​ — ​ ​ 51,700 ​ Real estate loans receivable – net ​ 534,048 ​ ​ 370,147 ​ Investments in unconsolidated joint ventures ​ ​ 9,754 ​ ​ 9,009 ​ Non-real estate loans receivable – net ​ 38,463 ​ ​ 10,679 ​ Contractual receivables – net ​ 994 ​ ​ 746 ​ Other assets ​ ​ 1,539 ​ ​ 1,423 ​ Total assets ​ 1,834,929 ​ 1,440,244 ​ ​ ​ ​ ​ ​ ​ ​ ​ Liabilities ​ ​ ​ ​ ​ ​ ​ Accrued expenses and other liabilities ​ ​ ( 52,692 ) ​ ​ ( 46,677 ) ​ Total liabilities ​ ( 52,692 ) ​ ( 46,677 ) ​ ​ ​ ​ ​ ​ ​ ​ ​ Collateral ​ ​ ​ Personal guarantee ​ ( 48,000 ) ​ ​ ( 48,000 ) ​ Other collateral (1) ​ ( 1,422,096 ) ​ ​ ( 1,090,953 ) ​ Total collateral ​ ( 1,470,096 ) ​ ​ ( 1,138,953 ) ​ ​ ​ ​ ​ ​ ​ ​ ​ Maximum exposure to loss ​ $ 312,141 ​ $ 254,614 ​ (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 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, ​ 2024 ​ 2023 ​ ​ 2022 ​ (in thousands) Revenue ​ ​ ​ ​ ​ ​ ​ ​ Rental income (1) $ 106,911 ​ $ 81,900 ​ $ 53,158 Interest income ​ 16,414 ​ ​ 5,512 ​ ​ 16,456 Total $ 123,325 ​ $ 87,412 ​ $ 69,614 (1) The rental income for the year ended December 31, 2023, reflects the $ 12.5 million option termination fee payment made to Maplewood in the first quarter of 2023 that was accounted for as a lease inducement (see Note 5 – Contractual Receivables and Other Receivables and Lease Inducements). The rental income for the year ended December 31, 2022, reflects the write-off of approximately $ 29.3 million of straight-line rent receivables and lease inducements related to Maplewood (see Note 5 – Contractual Receivables and Other Receivables and Lease Inducements). F-50 Table of Contents OMEGA HEALTHCARE INVESTORS, INC. NOTES TO CONSOLIDATED FINANCIAL STATEMENTS – Continued ​ Consolidated VIEs We own a partial equity interest in a joint venture that we have determined is a VIE. We have consolidated this VIE because we have concluded that we are the primary beneficiary of this VIE based on a combination of our ability to direct the activities that most significantly impact the joint venture’s economic performance and our rights to receive residual returns and obligation to absorb losses arising from the joint venture. We also sold an ALF to the joint venture for $ 7.7 million in net proceeds during the first quarter of 2022. Accordingly, this joint venture has been consolidated. Omega is not required to make any additional capital contributions to the joint venture. 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 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 Unconsolidated Joint Ventures Omega owns an interest in a number of joint ventures which generally invest in the long-term healthcare industry. The following is a summary of our investments in unconsolidated joint ventures (dollars in thousands): ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Carrying Amount ​ ​ Ownership ​ Facility ​ Facility ​ December 31, ​ December 31, Entity ​ % (1) ​ Type ​ Count (1) ​ 2024 2023 Lakeway Realty, L.L.C. (2) ​ 51 % ​ Specialty facility ​ 1 ​ $ 67,541 ​ $ 68,902 Second Spring Healthcare Investment ​ 15 % ​ N/A ​ — ​ ​ 7,117 ​ 8,945 Cindat Joint Venture (3) ​ N/A ​ N/A ​ N/A ​ ​ — ​ ​ 97,559 Other Real Estate JVs (4)(5)(6) ​ 20 % – 50 % ​ Various ​ 6 ​ 6,736 ​ 6,009 Other Healthcare JVs (6)(7) ​ 9 % – 25 % ​ N/A ​ N/A ​ ​ 7,317 ​ ​ 6,994 ​ ​ ​ ​ ​ ​ ​ ​ $ 88,711 ​ $ 188,409 (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. The lessee of the Lakeway Hospital has an option to purchase the facility from the joint venture. 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. 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. 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 The following is a summary of our goodwill: ​ ​ ​ ​ ​ (in thousands) Balance as of December 31, 2023 ​ $ 643,897 Foreign currency translation ​ ( 233 ) Balance as of December 31, 2024 ​ $ 643,664 ​ F-51 Table of Contents OMEGA HEALTHCARE INVESTORS, INC. NOTES TO CONSOLIDATED FINANCIAL STATEMENTS – Continued ​ The following is a summary of our lease intangibles as of December 31, 2024 and 2023: ​ ​ ​ ​ ​ ​ ​ ​ ​ December 31, ​ December 31, ​ ​ 2024 ​ 2023 ​ ​ ​ (in thousands) ​ Assets: ​ ​ ​ ​ Above market leases (1) ​ $ 31,864 ​ $ 4,214 ​ Accumulated amortization ​ ( 3,800 ) ( 3,532 ) ​ Net above market leases ​ $ 28,064 ​ $ 682 ​ ​ ​ ​ ​ ​ ​ ​ ​ Liabilities: ​ ​ ​ ​ Below market leases ​ $ 34,723 ​ $ 48,791 ​ Accumulated amortization ​ ( 26,647 ) ( 37,177 ) ​ Net below market leases ​ $ 8,076 ​ $ 11,614 ​ (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. Below market leases, net of accumulated amortization, are included in accrued expenses and other liabilities on our Consolidated Balance Sheets. The net amortization related to the above and below market leases is included in our Consolidated Statements of Operations as an adjustment to rental income. For the years ended December 31, 2024, 2023 and 2022, our net amortization related to intangibles was $ 1.7 million, $ 9.4 million and $ 5.7 million, respectively. The estimated net amortization related to these intangibles for the subsequent five years is as follows: 2025 – $( 0.9 ) million; 2026 – $( 1.2 ) million; 2027 – $( 1.3 ) million; 2028 – $( 1.9 ) million; 2029 – $( 2.2 ) million and $( 12.5 ) million thereafter. 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 As of December 31, 2024, our portfolio of real estate investments (including properties associated with mortgages, direct financing leases, assets held for sale and consolidated joint ventures) consisted of 1,026 healthcare facilities, located in 42 states and the U.K. and operated by 87 third-party operators. 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) 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. 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 11.8 %, 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. F-52 Table of Contents 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. is 14.1 %. NOTE 14 - BORROWING ARRANGEMENTS The following is a summary of our long-term borrowings: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Annual ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Interest Rate ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ as of ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ December 31, ​ ​ December 31, ​ December 31, ​ Maturity 2024 ​ 2024 2023 ​ ​ ​ ​ (in thousands) Secured borrowings: ​ ​ ​ HUD mortgages (1) ​ 2049 - 2051 ​ N/A ​ ​ $ — ​ $ 41,878 2024 term loan (2) 2024 N/A ​ ​ ​ — ​ ​ 20,085 2026 mortgage loan (1) 2026 10.31 % ​ ​ 231,148 ​ ​ — Deferred financing costs – net ​ ​ ​ ( 3,753 ) ​ — Premium – net ​ ​ 15,915 ​ — Total secured borrowings ​ ​ ​ ​ ​ ​ ​ 243,310 ​ ​ 61,963 ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Unsecured borrowings: ​ ​ ​ Revolving credit facility (3)(4) 2025 5.67 % ​ — ​ 20,397 ​ ​ ​ ​ ​ ​ ​ ​ — ​ ​ 20,397 Senior notes and other unsecured borrowings: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ 2024 notes (3)(5) 2024 N/A ​ ​ — ​ 400,000 2025 notes (3)(6) 2025 4.50 % ​ 400,000 ​ 400,000 2026 notes (3) 2026 5.25 % ​ 600,000 ​ 600,000 2027 notes (3) 2027 4.50 % ​ 700,000 ​ 700,000 2028 notes (3) 2028 4.75 % ​ 550,000 ​ 550,000 2029 notes (3) 2029 3.63 % ​ 500,000 ​ 500,000 2031 notes (3) ​ 2031 ​ 3.38 % ​ ​ 700,000 ​ ​ 700,000 2033 notes (3) ​ 2033 ​ 3.25 % ​ ​ 700,000 ​ ​ 700,000 2025 term loan (3)(7) ​ 2025 5.60 % ​ 428,500 ​ 428,500 OP term loan (8)(9) 2025 5.52 % ​ 50,000 ​ 50,000 Deferred financing costs – net ​ ​ ​ ( 14,843 ) ​ ( 20,442 ) Discount – net ​ ​ ( 18,108 ) ​ ( 23,102 ) Total senior notes and other unsecured borrowings – net ​ ​ 4,595,549 ​ 4,984,956 ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Total unsecured borrowings – net ​ ​ 4,595,549 ​ 5,005,353 ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Total secured and unsecured borrowings – net (10)(11) ​ ​ $ 4,838,859 ​ $ 5,067,316 (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. (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. (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 % . (8) Omega OP is the obligor on this borrowing. (9) During the second quarter of 2023, the Company transitioned its benchmark interest rate for its $ 50.0 million senior unsecured term loan facility (the “OP Term Loan”) from LIBOR to SOFR . The weighted average interest rate of the $ 50 million OP 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 3.957 % . (10) All borrowings are direct borrowings of Parent unless otherwise noted. (11) Certain of our other secured and unsecured borrowings are subject to customary affirmative and negative covenants, including financial covenants. As of December 31, 2024 and December 31, 2023, we were in compliance with all applicable covenants for our borrowings. F-53 Table of Contents OMEGA HEALTHCARE INVESTORS, INC. NOTES TO CONSOLIDATED FINANCIAL STATEMENTS – Continued ​ Secured Borrowings HUD Mortgage Debt ​ 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. 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 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. F-54 Table of Contents OMEGA HEALTHCARE INVESTORS, INC. NOTES TO CONSOLIDATED FINANCIAL STATEMENTS – Continued ​ Unsecured Borrowings 2025 Term Loan On August 8, 2023, Omega entered into a credit agreement (the “2025 Omega Credit Agreement”) providing it with a new $ 400 million senior unsecured term loan facility (the “2025 Term Loan”). The 2025 Omega Credit Agreement contains an accordion feature permitting us, subject to compliance with customary conditions, to increase the maximum aggregate commitments thereunder to $ 500 million by requesting an increase in the aggregate commitments under the 2025 Term Loan. On September 27, 2023, Omega exercised the accordion feature to increase the aggregate commitment under the 2025 Term Loan by $ 28.5 million. The 2025 Term Loan bears interest at SOFR plus an adjustment of 0.1 % per annum plus an applicable percentage (with a range of 85 to 185 basis points) based on our credit rating. The 2025 Term Loan matures on August 8, 2025 , subject to Omega’s option to extend such maturity date for two sequential 12 -month periods. We recorded $ 3.3 million of deferred financing costs and a $ 1.4 million discount in connection with the 2025 Omega Credit Agreement. 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 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 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. 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. The OP Term Loan bears interest at SOFR plus an adjustment of 0.11448 % per annum plus an applicable percentage (with a range of 85 to 185 basis points) based on our credit ratings. 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. General 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. Substantially all of our assets are held by non-guarantor subsidiaries. F-55 Table of Contents OMEGA HEALTHCARE INVESTORS, INC. NOTES TO CONSOLIDATED FINANCIAL STATEMENTS – Continued ​ The required principal payments, excluding the premium or discount and deferred financing costs on our secured and unsecured borrowings, for each of the five years following December 31, 2024 and the aggregate due thereafter are set forth below: ​ ​ ​ ​ ​ (in thousands) 2025 $ 878,500 2026 ​ 831,148 2027 ​ 700,000 2028 ​ 550,000 2029 ​ 500,000 Thereafter ​ 1,400,000 Total ​ $ 4,859,648 ​ ​ NOTE 15 – DERIVATIVES AND HEDGING We are exposed to, among other risks, the impact of changes in foreign currency exchange rates as a result of our investments in the U.K. and interest rate risk related to our capital structure. As a matter of policy, we do not use derivatives for trading or speculative purposes. Our risk management program is designed to manage the exposure and volatility arising from these risks, and utilizes foreign currency forward contracts, interest rate swaps and debt issued in foreign currencies to offset a portion of these risks. As of 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 We enter into interest rate swaps in order to maintain a capital structure containing targeted amounts of fixed and floating-rate debt and manage interest rate risk. Interest rate swaps designated as cash flow hedges involve the receipt of variable amounts from a counterparty in exchange for our fixed-rate payments. These interest rate swap agreements are used to hedge the variable cash flows associated with variable-rate debt. On March 27, 2020 , we entered into five forward starting swaps totaling $ 400 million, indexed to 3-month LIBOR, that were issued at a weighted average fixed rate of approximately 0.8675 % and were subsequently designated as cash flow hedges of interest rate risk associated with interest payments on a forecasted issuance of fixed rate long-term debt, initially expected to occur within the next five years . The swaps had an effective date of August 1, 2023 and an expiration date of August 1, 2033 . In conjunction with the October 2020 issuance of $ 700 million of 3.375 % Senior Notes due 2031 and the March 2021 issuance of $ 700 million aggregate principal amount of our 3.25 % Senior Notes due 2033 , we applied hedge accounting for these five forward starting swaps and began amortization. Simultaneously, we re-designated these swaps in new cash flow hedging relationships of interest rate risk associated with interest payments on another forecasted issuance of long-term debt. We were hedging our exposure to the variability in future cash flows for forecasted transactions over a maximum period of 46 months (excluding forecasted transactions related to the payment of variable interest on existing financial instruments). As a result of these transactions, the aggregate unrealized gain of $ 41.2 million ($ 9.5 million gain related to the October 2020 issuance and $ 31.7 million gain related to the March 2021 issuance) included within accumulated other comprehensive income at the time of the bond issuances is being ratably reclassified as a reduction to interest expense, net over 10 years. On May 30, 2023, the five forward starting swaps were terminated, and Omega received a net cash settlement of $ 92.6 million from the swap counterparties. The incremental $ 51.4 million of gains related to the forward swaps, recorded in accumulated other comprehensive income, were frozen at the time of termination and will be recognized ratably over 10 years in earnings when the next qualifying debt issuance occurs. Consistent with our accounting policy and historical practice, the $ 92.6 million net cash settlement from the forward swap termination is reflected within net cash used in financing activities in the Consolidated Statements of Cash Flows. F-56 Table of Contents OMEGA HEALTHCARE INVESTORS, INC. NOTES TO CONSOLIDATED FINANCIAL STATEMENTS – Continued ​ In June 2023, we entered into an interest rate swap with a notional amount of $ 50.0 million. The swap is effective June 30, 2023 and terminates on April 30, 2027 . This interest rate swap is designated as a hedge against our exposure to changes in interest payment cash flow fluctuations in the variable interest rates on the OP Term Loan. The interest rate swap contract effectively converts our $ 50.0 million OP Term Loan to an aggregate fixed rate of approximately 5.521 % through its maturity. The effective fixed rate achieved by the combination of the Omega OP 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. In August 2023, we entered into ten interest rate swaps with $ 400.0 million in notional value. The swaps are effective August 14, 2023 and terminate on August 6, 2027 . The interest rate swaps are designated as hedges against our exposure to changes in interest payment cash flows as a result of the variable interest rate on the 2025 Term Loan. The interest rate swap contracts effectively convert our $ 400.0 million 2025 Term Loan to an aggregate fixed rate of approximately 5.565 % . In September 2023, in connection with the exercise of the accordion feature on the 2025 Term Loan, we entered into one additional interest rate swap with $ 28.5 million in notional value to hedge the additional $ 28.5 million under the 2025 Term Loan. This swap is effective September 29, 2023 and terminates on August 6, 2027 . These 11 interest rate swap contracts effectively convert our $ 428.5 million 2025 Term Loan to a new combined aggregate fixed rate of approximately 5.597 % through its maturity. 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 We have historically used debt denominated in GBP and foreign currency forward contracts to hedge a portion of our net investments, including certain intercompany loans, in the U.K. 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 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. The forwards were issued at a weighted average GBP-USD forward rate of 1.3890 . On May 17, 2022, we entered into two new foreign currency forward contracts with notional amounts totaling £ 76.0 million and a GBP-USD forward rate of 1.3071 , each of which mature on May 21, 2029 . These currency forward contracts hedge a portion of our net investments in U.K. subsidiaries, including an intercompany loan. On December 27, 2023, we terminated two foreign currency forward contracts that were entered into in March 2021 with notional amounts totaling £ 104.0 million. Omega received a net cash settlement of $ 11.4 million as a result of termination, which is included within net cash used in investing activities in the Consolidated Statements of Cash Flows. The $ 11.4 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 December 27, 2023, we entered into six new foreign currency forward contracts with notional amounts totaling £ 104.0 million and a GBP-USD forward rate of 1.2916 , each of which mature between March 8, 2027 and March 8, 2030 . Consistent with the terminated forwards, the new currency forward contracts hedge an intercompany loan between a U.S. and U.K. subsidiary. F-57 Table of Contents OMEGA HEALTHCARE INVESTORS, INC. 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. and a U.K. subsidiary. The location and the fair value of derivative instruments designated as hedges, at the respective balance sheet dates, were as follows: ​ ​ ​ ​ ​ ​ ​ December 31, ​ December 31, ​ 2024 2023 Cash flow hedges: (in thousands) Other assets $ 381 ​ $ — Accrued expenses and other liabilities $ 554 ​ $ 6,533 ​ ​ ​ ​ ​ ​ Net investment hedges: ​ ​ ​ ​ ​ Other assets $ 8,434 ​ $ 8,903 Accrued expenses and other liabilities $ — ​ $ 8 ​ The fair value of the interest rate swaps and foreign currency forwards is derived from observable market data such as yield curves and foreign exchange rates and represents a Level 2 measurement on the fair value hierarchy. NOTE 16 - FINANCIAL INSTRUMENTS 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). F-58 Table of Contents 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: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ December 31, 2024 ​ December 31, 2023 ​ Carrying Fair Carrying Fair ​ Amount Value Amount Value ​ ​ (in thousands) Assets: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Investments in direct financing leases – net $ 9,453 ​ $ 9,453 $ 8,716 $ 8,716 Real estate loans receivable – net ​ 1,428,298 ​ 1,447,262 ​ 1,212,162 ​ 1,258,838 Non-real estate loans receivable – net ​ 332,274 ​ 340,025 ​ 275,615 ​ 279,710 Total ​ $ 1,770,025 ​ $ 1,796,740 ​ $ 1,496,493 ​ $ 1,547,264 Liabilities: ​ ​ ​ ​ Revolving credit facility ​ $ — ​ $ — ​ $ 20,397 ​ $ 20,397 2026 mortgage loan ​ 243,310 ​ 247,063 ​ — ​ — 2024 term loan ​ — ​ — ​ 20,085 ​ 19,750 2025 term loan ​ ​ 427,044 ​ ​ 428,500 ​ ​ 424,662 ​ ​ 428,500 OP term loan ​ 49,966 ​ 50,000 ​ 49,864 ​ 50,000 4.95 % notes due 2024 – net ​ — ​ — ​ 399,747 ​ 398,888 4.50 % notes due 2025 – net ​ 399,968 ​ 399,856 ​ 399,207 ​ 393,240 5.25 % notes due 2026 – net ​ 599,259 ​ 600,714 ​ 598,553 ​ 596,508 4.50 % notes due 2027 – net ​ 696,766 ​ 691,040 ​ 695,302 ​ 671,538 4.75 % notes due 2028 – net ​ 546,933 ​ 542,553 ​ 545,925 ​ 528,704 3.63 % notes due 2029 – net ​ ​ 494,308 ​ ​ 461,180 ​ ​ 493,099 ​ ​ 440,785 3.38 % notes due 2031 – net ​ ​ 688,962 ​ ​ 620,809 ​ ​ 687,172 ​ ​ 594,734 3.25 % notes due 2033 – net ​ ​ 692,343 ​ ​ 585,389 ​ ​ 691,425 ​ ​ 564,809 HUD mortgages – net ​ ​ — ​ ​ — ​ ​ 41,878 ​ ​ 31,322 Total ​ $ 4,838,859 ​ $ 4,627,104 ​ $ 5,067,316 ​ $ 4,739,175 ​ 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). The use of different market assumptions and estimation methodologies may have a material effect on the reported estimated fair value amounts. The following methods and assumptions were used in estimating fair value disclosures for financial instruments. ​ ● Real estate loans receivable: The fair value of the real estate loans 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). ● Non-real estate loans receivable: Non-real estate loans receivable are primarily comprised of notes receivable. 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, 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. F-59 Table of Contents OMEGA HEALTHCARE INVESTORS, INC. NOTES TO CONSOLIDATED FINANCIAL STATEMENTS – Continued ​ ● Senior notes: The fair value of the senior unsecured notes payable was estimated based on publicly available trading prices (Level 1). ● HUD mortgages: The fair value of our borrowings under HUD debt agreements are estimated using an expected present value technique based on quotes obtained by HUD debt brokers (Level 2). NOTE 17 – TAXES Omega and Omega OP, including their wholly owned subsidiaries were organized, have operated, and intend to continue to operate in a manner that enables Omega to qualify for taxation as a REIT under Sections 856 through 860 of the Code. On a quarterly and annual basis we perform several analyses to test our compliance within the REIT taxation rules. If we fail to meet the requirements for qualification as a REIT in any tax year, we will be subject to federal income tax on our taxable income at regular corporate rates and may not be able to qualify as a REIT for the four subsequent years, unless we qualify for certain relief provisions that are available in the event we fail to satisfy any of the requirements. We are also subject to federal taxation of 100 % of the net income derived from the sale or other disposition of property, other than foreclosure property, that we held primarily for sale to customers in the ordinary course of a trade or business. We believe that we do not hold assets for sale to customers in the ordinary course of business and that none of the assets currently held for sale or that have been sold would be considered a prohibited transaction within the REIT taxation rules. As a REIT under the Code, we generally will not be subject to federal income taxes on the REIT taxable income that we distribute to stockholders, subject to certain exceptions. In 2024, 2023 and 2022, we distributed dividends in excess of our taxable income. We currently own stock in certain subsidiary REITs. These subsidiary entities are required to individually satisfy all of the rules for qualification as a REIT. 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. We have elected to treat certain of our active subsidiaries as TRSs. Our domestic TRSs are subject to federal, state and local income taxes at the applicable corporate rates. Our foreign TRSs are subject to foreign income taxes and may be subject to current-year income inclusion relating to ownership of a controlled foreign corporation for U.S. income tax purposes. As of December 31, 2024, one of our TRSs that is subject to income taxes at the applicable corporate rates had a net operating loss (“NOL”) carry-forward of approximately $ 9.8 million. Our NOL carry-forward was partially reserved as of December 31, 2024, with a valuation allowance due to uncertainties regarding realization. Under current law, NOL carry-forwards generated up through December 31, 2017 may be carried forward for no more than 20 years, and NOL carry-forwards generated in taxable years ended after December 31, 2017, may be carried forward indefinitely. We do not anticipate that such changes will materially impact the computation of Omega’s taxable income, or the taxable income of any Omega entity, including our TRSs. Our foreign subsidiaries are subject to foreign income taxes and withholding taxes. 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. These U.K. 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. F-60 Table of Contents 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. While it is uncertain whether the U.S. will enact legislation to adopt Pillar 2, the U.K. has adopted legislation. 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 following is a summary of our provision for income taxes: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Year Ended December 31, ​ 2024 2023 ​ 2022 ​ ​ (in millions) Federal, state and local income tax expense (1) ​ $ 1.5 ​ $ 2.0 ​ $ 1.2 Foreign income tax expense (2) ​ ​ 9.4 ​ ​ 4.3 ​ ​ 3.4 Total income tax expense (3) ​ $ 10.9 ​ $ 6.3 ​ $ 4.6 (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. (2) For the years ended December 31, 2024, 2023 and 2022, income before income tax expense and income from unconsolidated joint ventures from foreign operations was $ 34.3 million, $ 21.5 million and $ 17.6 million, respectively. (3) The above amounts do not include gross income receipts or franchise taxes payable to certain states and municipalities. The following is a summary of deferred tax assets and liabilities: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ December 31, ​ December 31, ​ 2024 2023 ​ ​ (in thousands) U.S. Federal net operating loss carryforward ​ $ 2,048 ​ $ 2,079 Valuation allowance on deferred tax asset ​ ( 1,925 ) ​ ( 2,024 ) Foreign net operating loss carryforward ​ ​ 19,101 ​ ​ 9,491 Foreign deferred tax asset (1) ​ ​ 200 ​ ​ — Net deferred tax asset ​ $ 19,424 ​ $ 9,546 ​ ​ ​ ​ ​ ​ ​ Foreign deferred tax liability (1) ​ $ — ​ $ 1,508 Net deferred tax liability ​ $ — ​ $ 1,508 (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. ​ NOTE 18 – STOCKHOLDERS’ EQUITY Stock Repurchase Program On January 27, 2022, the Company authorized the repurchase of up to $ 500 million of our outstanding common stock from time to time through March 2025. The Company is authorized to repurchase shares of its common stock in open market and privately negotiated transactions or in any other manner as determined by the Company’s management and in accordance with applicable law. The timing and amount of stock repurchases will be determined, in management’s discretion, based on a variety of factors, including but not limited to market conditions, other capital management needs and opportunities, and corporate and regulatory considerations. The Company has no obligation to repurchase any amount of its common stock, and such repurchases, if any, may be discontinued at any time. Under Maryland law, shares repurchased become authorized but unissued shares. The Company reduced the common stock at par value and to the extent the cost acquired exceeds par value, it is recorded through additional paid-in capital on our Consolidated Balance Sheets and Consolidated Statements of Equity. During the year ended December 31, 2022, the Company repurchased 5.2 million shares of our outstanding common stock at an average price of $ 27.32 per share, for a total repurchase cost of $ 142.3 million. The average price per share and repurchase cost includes the cost of commissions. Omega did no t repurchase any of its outstanding common stock under this announced program during 2023 or 2024. F-61 Table of Contents OMEGA HEALTHCARE INVESTORS, INC. NOTES TO CONSOLIDATED FINANCIAL STATEMENTS – Continued ​ 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. The use of forward sales under the 2024 ATM Program generally allows Omega to lock in a price on the sale of shares of common stock when sold by the forward sellers but defer receiving the net proceeds from such sales until the shares of our common stock are issued at settlement on a later date. 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 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 ​ ​ ​ ​ Period Ended Shares issued Per Share (1) Gross Proceeds Net Proceeds December 31, 2022 — $ — $ — $ — December 31, 2023 7,243 ​ 30.25 ​ 221,732 ​ 219,140 December 31, 2024 28,714 ​ 36.49 ​ 1,058,080 ​ 1,047,767 (1) Represents the average price per share after commissions. Dividend Reinvestment and Common Stock Purchase Plan 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): ​ ​ ​ ​ ​ ​ Period Ended Shares issued ​ Gross Proceeds December 31, 2022 308 ​ $ 9,229 December 31, 2023 3,715 ​ ​ 117,259 December 31, 2024 5,078 ​ ​ 187,969 ​ ​ ​ ​ ​ ​ Dividends The Board of Directors has declared common stock dividends as set forth below: ​ ​ ​ ​ ​ ​ ​ Record ​ Payment ​ Dividend per Date Date Common Share February 5, 2024 ​ February 15, 2024 ​ $ 0.67 April 30, 2024 ​ May 15, 2024 ​ ​ 0.67 August 5, 2024 ​ August 15, 2024 ​ ​ 0.67 November 4, 2024 ​ November 15, 2024 ​ ​ 0.67 February 10, 2025 ​ February 18, 2025 ​ ​ 0.67 ​ F-62 Table of Contents OMEGA HEALTHCARE INVESTORS, INC. NOTES TO CONSOLIDATED FINANCIAL STATEMENTS – Continued ​ Per Share Distributions Per share distributions by our Company were characterized in the following manner for income tax purposes (unaudited): ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Year Ended December 31, Common 2024 2023 2022 Ordinary income ​ $ 1.862 ​ $ 2.258 ​ $ 1.264 Return of capital ​ 0.712 ​ 0.212 ​ 0.095 Capital gains ​ 0.106 ​ 0.210 ​ 1.321 Total dividends paid ​ $ 2.680 ​ $ 2.680 ​ $ 2.680 ​ Pursuant to Treasury Regulation Section 1.1061-6(c), Omega Healthcare Investors Inc. is disclosing the following information to its shareholders. “One Year Amounts Disclosure” is zero percent of the capital gain distributions allocated to each shareholder and “Three Year Amounts Disclosure” is zero percent of the capital gain distributions allocated to each shareholder. All capital gain distributions reported are related to Section 1231 gain. For additional information regarding dividends, see Note 17 – Taxes. Accumulated Other Comprehensive Income (Loss) The following is a summary of our accumulated other comprehensive income (loss), net of tax as of December 31, 2024 and 2023: ​ ​ ​ ​ ​ ​ ​ December 31, ​ December 31, ​ 2024 2023 ​ ​ (in thousands) Foreign currency translation $ ( 66,110 ) $ ( 49,770 ) Derivative instruments designated as cash flow hedges (1) ​ 76,713 ​ ​ 75,111 Derivative instruments designated as net investment hedges 11,898 ​ 3,931 Total accumulated other comprehensive income before noncontrolling interest 22,501 ​ 29,272 Add: portion included in noncontrolling interest 230 ​ 66 Total accumulated other comprehensive income for Omega $ 22,731 ​ $ 29,338 (1) 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. ​ NOTE 19 – STOCK-BASED COMPENSATION At December 31, 2024, we maintained several stock-based compensation plans as described below. For the years ended December 31, 2024, 2023 and 2022, we recognized stock-based compensation of $ 36.7 million, $ 35.1 million and $ 27.3 million, respectively, related to these plans. For purposes of measuring stock-based compensation expense, we consider whether an adjustment to the observable market price is necessary to reflect material nonpublic information that is known to us at the time the award is granted. No adjustments were deemed necessary for the years ended December 31, 2024, 2023 or 2022. F-63 Table of Contents OMEGA HEALTHCARE INVESTORS, INC. NOTES TO CONSOLIDATED FINANCIAL STATEMENTS – Continued ​ Time-Based Restricted Equity Awards Restricted stock, restricted stock units (“RSUs”) and profits interest units (“PIUs”) are subject to forfeiture if the holder’s service to us terminates prior to vesting, subject to certain exceptions for certain qualifying terminations of service or a change in control of the Company. Prior to vesting, ownership of the shares/units cannot be transferred. The restricted stock has the same dividend and voting rights as our common stock. RSUs accrue dividend equivalents but have no voting rights. PIUs accrue distributions, which are equivalent to dividend equivalents, but have no voting rights. Once vested, each RSU is settled by the issuance of one share of Omega common stock and each PIU is settled by the issuance of one Omega OP Unit, subject to certain conditions. Restricted stock and RSUs are valued at the price of our common stock on the date of grant. The PIUs are valued using a Monte Carlo model to estimate fair value. We expense the cost of these awards ratably over their vesting period. Performance-Based Restricted Equity Awards Performance-based restricted equity awards include performance restricted stock units (“PRSUs”) and PIUs. PRSUs and PIUs are subject to forfeiture if the performance requirements are not achieved or if the holder’s service to us terminates prior to vesting, subject to certain exceptions for certain qualifying terminations of employment or a change in control of the Company. PRSUs and PIUs have varying degrees of performance requirements to achieve vesting, and each PRSU and PIU award represents the right to a variable number of shares of common stock or partnership units. Each PIU once earned is convertible into one Omega OP Unit in Omega OP, subject to certain conditions. The vesting requirements are based on either the (i) total shareholder return (“TSR”) of Omega or (ii) Omega’s TSR relative to other REITs in the FTSE NAREIT Equity Health Care Index (“Relative TSR”). We expense the cost of these awards ratably over their service period. Prior to vesting and the distribution of shares or Omega OP Units, ownership of the PRSUs or PIUs cannot be transferred. Dividend equivalents on the PRSUs are accrued and paid to the extent the applicable performance requirements are met. While each PIU is unearned, the employee receives a partnership distribution equal to 10 % of the quarterly approved regular periodic distributions per Omega OP Unit. Partnership distributions (which in the case of normal periodic distributions is equal to the total approved quarterly dividend on Omega’s common stock), less the 10 % already paid, on the PIUs accumulate, and if the PIUs are earned, the accumulated distributions are paid. We used a Monte Carlo model to estimate the fair value for the PRSUs and PIUs granted to the employees. The following are the significant assumptions used in estimating the value of the awards for grants made on the following dates: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ January 1, ​ January 1, ​ January 1, ​ 2024 2023 ​ 2022 Closing price on date of grant ​ $ 30.66 ​ ​ $ 27.95 ​ ​ $ 29.59 ​ Dividend yield ​ 8.74 % ​ ​ 9.59 % ​ ​ 9.06 % Risk free interest rate at time of grant ​ 4.15 % ​ ​ 4.28 % ​ ​ 0.98 % Expected volatility (1) ​ 25.27 % ​ ​ 40.28 % ​ ​ 38.74 % (1) Expected volatility is using 50 % historical volatility and 50 % implied volatility. ​ F-64 Table of Contents OMEGA HEALTHCARE INVESTORS, INC. NOTES TO CONSOLIDATED FINANCIAL STATEMENTS – Continued ​ The following table summarizes the activity in restricted stock, RSUs, PRSUs, and PIUs for the years ended December 31, 2022, 2023 and 2024: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Time-Based ​ Performance-Based ​ ​ ​ ​ Weighted - ​ Weighted - Total ​ ​ Number of ​ Average Grant- ​ Number of ​ Average Grant- ​ Compensation ​ ​ Shares/Omega ​ Date Fair Value ​ Shares/Omega ​ Date Fair Value ​ Cost (1) ​ OP Units per Share ​ OP Units per Share (in millions) Non-vested at December 31, 2021 318,412 ​ $ 38.62 ​ 2,222,047 ​ $ 17.94 ​ ​ Granted during 2022 256,818 ​ 29.40 ​ 1,620,330 ​ 14.73 ​ $ 31.40 Cancelled during 2022 ( 2,000 ) ​ 29.59 ​ ( 5,232 ) ​ 11.90 ​ Forfeited during 2022 ​ — ​ — ​ ( 621,199 ) ​ 13.68 ​ ​ ​ Vested during 2022 ( 165,206 ) ​ 40.91 ​ — ​ — ​ Non-vested at December 31, 2022 408,024 ​ ​ 31.93 ​ 3,215,946 ​ ​ 17.16 ​ Granted during 2023 309,927 ​ 28.15 ​ 2,139,421 ​ 13.42 ​ $ 37.40 Cancelled during 2023 — ​ — ​ ( 1,228 ) ​ 11.35 ​ Forfeited during 2023 ​ — ​ — ​ ( 539,312 ) ​ 17.50 ​ ​ ​ Vested during 2023 ( 208,119 ) ​ 34.31 ​ ( 482,772 ) ​ 21.52 ​ Non-vested at December 31, 2023 509,832 ​ ​ 28.66 ​ 4,332,055 ​ ​ 14.78 ​ Granted during 2024 306,526 ​ 30.73 ​ 2,368,170 ​ 13.22 ​ $ 40.70 Cancelled during 2024 — ​ — ​ ( 20,811 ) ​ 12.98 ​ Vested during 2024 (2) ( 251,457 ) ​ 29.56 ​ ( 578,763 ) ​ 19.93 ​ Non-vested at December 31, 2024 564,901 ​ $ 29.38 ​ 6,100,651 ​ $ 13.69 ​ (1) Total compensation cost to be recognized on the awards based on grant date fair value . (2) PRSUs are shown as vesting in the year that the Compensation Committee determines the level of achievement of the applicable performance measures . As of December 31, 2024, unrecognized compensation costs related to unvested awards to employees is as follows: ● $ 5.1 million on RSUs and PIUs expected to be recognized over a weighted average period of approximately 28 months . ● $ 1.4 million on RSUs and PIUs expected to be recognized over a weighted average period of approximately 12 months . ● $ 16.9 million on TSR PRSUs and PIUs expected to be recognized over a weighted average period of approximately 42 months . ● $ 20.6 million on Relative TSR PRSUs and PIUs expected to be recognized over a weighted average period of approximately 42 months . In addition, we have a deferred stock compensation plan that allows employees and directors the ability to defer the receipt of stock awards (units). The deferred stock awards (units) participate in future dividend equivalents as well as the change in the value of the Company’s common stock. As of December 31, 2024 and 2023, the Company had 667,986 and 653,842 deferred stock units outstanding. Tax Withholding for Stock Compensation Plans Stock withheld to pay tax withholdings for equity instruments granted under stock-based payment arrangements for the years ended December 31, 2024, 2023 and 2022, was $ 0.3 million, $ 0.6 million and $ 1.1 million, respectively. F-65 Table of Contents OMEGA HEALTHCARE INVESTORS, INC. NOTES TO CONSOLIDATED FINANCIAL STATEMENTS – Continued ​ Shares Available for Issuance for Compensation Purposes On June 8, 2018, at the Annual Meeting of Stockholders, our stockholders approved the 2018 Stock Incentive Plan (the “2018 Plan”), which amended and restated the Company’s 2013 Stock Incentive Plan (the “2013 Plan”). The 2018 Plan is a comprehensive incentive compensation plan that allows for various types of equity-based compensation, including RSUs (including PRSUs), stock awards (including restricted stock), deferred RSUs, incentive stock options, non-qualified stock options, stock appreciation rights, dividend equivalent rights, performance unit awards, certain cash-based awards (including performance-based cash awards), PIUs and other stock-based awards. The 2018 Plan increased the number of shares of common stock available for issuance under the 2013 Plan by 4.5 million. On June 5, 2023, our stockholders approved an amendment to the 2018 Plan to increase the number of shares of common stock authorized for issuance from 10.5 million shares to 17.2 million shares, an increase of 6.7 million shares. As of December 31, 2024, approximately 3.8 million shares of common stock were reserved for issuance to our employees, directors and consultants under our stock incentive plans. ​ NOTE 20 – COMMITMENTS AND CONTINGENCIES Litigation Shareholder Litigation Settlement The Company and certain of its officers, C. Taylor Pickett, Robert O. Stephenson, and Daniel J. Booth , were named as defendants in a purported securities class action lawsuit in the U.S. District Court for the Southern District of New York (the “Securities Class Action”). 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. F-66 Table of Contents OMEGA HEALTHCARE INVESTORS, INC. NOTES TO CONSOLIDATED FINANCIAL STATEMENTS – Continued ​ Other Gulf Coast Subordinated Debt In August 2021, we filed suit in the Circuit Court for Baltimore County (the “Court”) against the holders of certain Subordinated Debt (the “Debt Holders”) associated with our Gulf Coast master lease agreement, following an assertion by the Debt Holders that our prior exercise of offset rights in connection with Gulf Coast’s non-payment of rent had resulted in defaults under the terms of the Subordinated Debt. The suit seeks a declaratory judgment to, among other items, declare that the aggregate amount of unpaid rent due from Gulf Coast under the master lease agreement exceeds all amounts which otherwise would be due and owing by an indirect subsidiary of Omega (“Omega Obligor”) under the Subordinated Debt, and that all principal and interest due and owing under the Subordinated Debt may be (and was) offset in full as of December 31, 2021. In October 2021, the Debt Holders filed a motion to dismiss for lack of personal jurisdiction. On November 3, 2022, the Court granted the Debt Holders’ motion to dismiss for lack of personal jurisdiction, and Omega filed a timely appeal of the ruling. While Omega believes Omega Obligor is entitled to the enforcement of the offset rights sought in the action, Omega cannot predict the outcome of the declaratory judgment action, irrespective of whether (a) it is ultimately litigated in the Court if Omega Obligor prevails in its appeal or (b) if the order granting the motion to dismiss for lack of personal jurisdiction is affirmed and the issues are litigated in the Delaware Court (as defined below). On or about January 19, 2023, the Debt Holders served a lawsuit against the Omega Obligor in the Superior Court of the State of Delaware (the “Delaware Court”), asserting claims for (i) breach of the instruments evidencing the Subordinated Debt, (ii) declaratory judgment, and (iii) unjust enrichment, all claims that are factually based on the claims that are the subject of Omega Obligor’s suit in the Court and that are now on appeal. On February 8, 2023, Omega Obligor filed a motion to dismiss or, in the alternative, to stay this action pending the outcome of the above-referenced lawsuit in Maryland. On July 10, 2023, the Delaware state court case stayed the proceeding pending further developments in the Maryland litigation. 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. Other 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. While any legal proceeding or claim has an element of uncertainty, management believes that the outcome of each lawsuit, claim or legal proceeding that is pending or threatened, or all of them combined, will not have a material adverse effect on our consolidated financial position or results of operations. Indemnification Agreements In connection with certain facility transitions, we have agreed to indemnify certain operators in certain events. As of December 31, 2024, our maximum funding commitment under these indemnification agreements was approximately $ 11.4 million. Claims under these indemnification agreements generally may be made within 18 months to 72 months of the transition date. These indemnification agreements were provided to certain operators in connection with facility transitions and generally would be applicable if the prior operators do not perform under their transition agreements. Commitments We have committed to fund the construction of new leased and mortgaged facilities, capital improvements and other commitments. We expect the funding of these commitments to be completed over the next several years. Our remaining commitments at December 31, 2024, are outlined in the table below (in thousands): ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Lessor construction and capital commitments under lease agreements ​ $ 221,839 ​ ​ Non-real estate loan commitments ​ 65,709 ​ ​ Real estate loan commitments ​ 50,446 ​ ​ Total remaining commitments (1) ​ $ 337,994 ​ ​ (1) Includes finance costs . F-67 Table of Contents OMEGA HEALTHCARE INVESTORS, INC. 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 The following are supplemental disclosures to the consolidated statements of cash flows for the years ended December 31, 2024, 2023 and 2022: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Year Ended December 31, ​ 2024 2023 2022 ​ (in thousands) Reconciliation of cash and cash equivalents and restricted cash: ​ ​ ​ ​ ​ ​ ​ ​ ​ Cash and cash equivalents ​ $ 518,340 $ 442,810 $ 297,103 Restricted cash ​ 30,395 ​ 1,920 ​ 3,541 Cash, cash equivalents and restricted cash at end of year ​ $ 548,735 ​ $ 444,730 ​ $ 300,644 ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Supplemental information: ​ ​ ​ Interest paid during the year, net of amounts capitalized ​ $ 230,993 ​ $ 234,453 ​ $ 220,748 Taxes paid during the year ​ $ 8,414 ​ $ 3,615 ​ $ 5,793 ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Non-cash investing activities ​ ​ ​ Non-cash acquisition of real estate (see Note 3) ​ $ ( 344,008 ) ​ $ — ​ $ ( 9,818 ) Non-cash proceeds from sale of business ​ $ — ​ $ — ​ $ 7,532 Non-cash investment in non-real estate loans receivables (See Note 3) ​ $ ( 1,632 ) ​ $ — ​ $ — Non-cash investment in other investments ​ $ — ​ $ — ​ $ ( 7,532 ) ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Non-cash financing activities ​ ​ ​ ​ ​ ​ Assumption of debt (see Note 3 and Note 14) ​ $ 263,989 ​ $ — ​ $ — Non-cash contribution from noncontrolling member in consolidated joint venture ​ $ — ​ $ — ​ $ 2,903 Change in fair value of hedges ​ $ 13,737 ​ $ ( 21,649 ) ​ $ 88,460 Remeasurement of debt denominated in a foreign currency ​ $ ( 6,638 ) ​ $ 1,150 ​ $ ( 4,077 ) ​ ​ F-68 Table of Contents OMEGA HEALTHCARE INVESTORS, INC. NOTES TO CONSOLIDATED FINANCIAL STATEMENTS – Continued ​ NOTE 22 - EARNINGS PER SHARE The following tables set forth the computation of basic and diluted earnings per share: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Year Ended December 31, ​ 2024 2023 2022 ​ ​ (in thousands, except per share amounts) Numerator: ​ ​ ​ Net income available to common stockholders – basic ​ $ 406,326 ​ $ 242,180 ​ $ 426,927 Add: net income attributable to OP Units ​ 12,060 ​ 7,077 ​ 11,914 Net income available to common stockholders – diluted ​ $ 418,386 ​ $ 249,257 ​ $ 438,841 Denominator: ​ ​ ​ Denominator for basic earnings per share ​ 258,118 ​ 240,493 ​ 236,256 Effect of dilutive securities: ​ ​ ​ Common stock equivalents ​ 4,664 ​ 2,923 ​ 1,198 Noncontrolling interest – Omega OP Units ​ 7,668 ​ 7,035 ​ 6,836 Denominator for diluted earnings per share ​ 270,450 ​ 250,451 ​ 244,290 ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Earnings per share – basic: ​ ​ ​ Net income available to common stockholders ​ $ 1.57 ​ $ 1.01 ​ $ 1.81 Earnings per share – diluted: ​ ​ ​ Net income available to common stockholders ​ $ 1.55 ​ $ 1.00 ​ $ 1.80 ​ 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. F-69 Table of Contents 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, ​ 2024 2023 2022 ​ (in thousands) Interest expense $ 211,319 ​ $ 221,832 ​ $ 220,296 Interest – amortization of deferred financing costs (1) 10,397 ​ 13,697 ​ 12,948 Interest expense – net $ 221,716 ​ $ 235,529 ​ $ 233,244 (1) Includes amortization of deferred financing costs, discounts and premiums. ​ NOTE 24 – SUBSEQUENT EVENTS 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 %. ​ ​ ​ F-70 Table of Contents OMEGA HEALTHCARE INVESTORS, INC. ​ SC HEDULE III – REAL ESTATE AND ACCUMULATED DEPRECIATI ON (in thousands) December 31, 2024 ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Gross Amount at ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Initial Cost to ​ Cost Capitalized ​ Which Carried at ​ ​ ​ ​ ​ ​ ​ ​ Life on Which ​ ​ Company ​ Subsequent to ​ Close of Period (2) (4) ​ ​ ​ ​ ​ ​ ​ ​ Depreciation ​ ​ ​ ​ ​ ​ ​ ​ Acquisition ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ (3) ​ ​ ​ (6) ​ in Latest ​ ​ ​ ​ ​ Buildings and ​ ​ ​ ​ Carrying ​ (5) ​ (7) ​ Buildings and ​ ​ ​ ​ Accumulated ​ Date of ​ Date ​ Income Statements Description (1) Encumbrances Land Improvements Improvements Cost Other Land Improvements Total Depreciation Construction Acquired is Computed Alabama (SNF) ​ $ 1,817 ​ $ 33,356 ​ $ 14,328 ​ $ — ​ $ — ​ $ 1,817 ​ $ 47,684 ​ $ 49,501 ​ $ ( 42,820 ) 1960 - 1982 1992 - 1997 31 years - 33 years Arizona (ALF, ILF, SNF) ​ 11,502 ​ 117,878 ​ 4,287 ​ — ​ — ​ 11,502 ​ 122,165 ​ 133,667 ​ ( 38,377 ) 1949 - 1999 2005 - 2021 25 years - 40 years Arkansas (ALF, SNF) 2,810 ​ 48,765 ​ 4,911 ​ — ​ ( 36 ) ​ 2,810 ​ 53,640 ​ 56,450 ​ ( 33,668 ) 1967 - 1988 1992 - 2014 25 years - 31 years California (ALF, SF, SNF) ​ 81,970 ​ 464,633 ​ 14,384 ​ — ​ ( 478 ) ​ 81,970 ​ 478,539 ​ 560,509 ​ ( 178,143 ) 1938 - 2013 1997 - 2021 5 years - 35 years Colorado (ILF, SNF) ​ 11,283 ​ 88,830 ​ 8,188 ​ — ​ ( 10 ) ​ 11,272 ​ 97,019 ​ 108,291 ​ ( 56,612 ) 1925 - 1975 1998 - 2016 20 years - 39 years Connecticut (ALF) ​ 25,063 ​ 252,417 ​ 11,253 ​ 1,320 ​ — ​ 25,063 ​ 264,990 ​ 290,053 ​ ( 84,581 ) 1968 - 2019 2010 - 2017 30 years - 33 years Florida (ALF, ILF, SNF) ​ 59,622 ​ 432,694 ​ 22,447 ​ 7 ​ ( 20,832 ) ​ 58,632 ​ 435,306 ​ 493,938 ​ ( 217,371 ) 1942 - 2018 1993 - 2021 2 years - 39 years Georgia (ALF, SNF) ​ 3,740 ​ 47,689 ​ 1,626 ​ — ​ — ​ 3,740 ​ 49,315 ​ 53,055 ​ ( 19,564 ) 1967 - 1997 1998 - 2016 30 years - 40 years Idaho (SNF) ​ 5,735 ​ 47,530 ​ 1,920 ​ — ​ ( 542 ) ​ 5,193 ​ 49,450 ​ 54,643 ​ ( 25,253 ) 1920 - 2008 ​ 1997 - 2014 ​ 25 years - 39 years Illinois (ALF) ​ 1,830 ​ 13,967 ​ 1,597 ​ — ​ — ​ 1,830 ​ 15,564 ​ 17,394 ​ ( 3,049 ) 1999 ​ 2021 ​ 25 years Indiana (ALF, ILF, SF, SNF) ​ 47,657 ​ 566,170 ​ 16,864 ​ — ​ ( 7,453 ) ​ 47,563 ​ 575,675 ​ 623,238 ​ ( 239,855 ) 1942 - 2015 1992 - 2020 20 years - 40 years Iowa (ALF, SNF) ​ 2,343 ​ 59,310 ​ 352 ​ — ​ ( 7,330 ) ​ 2,332 ​ 52,343 ​ 54,675 ​ ( 22,342 ) 1961 - 1998 2010 - 2014 23 years - 33 years Kansas (SNF) ​ 4,092 ​ 38,693 ​ 14,219 ​ — ​ — ​ 4,092 ​ 52,912 ​ 57,004 ​ ( 31,352 ) 1957 - 1977 2005 - 2011 25 years Kentucky (ALF, SNF) ​ 15,556 ​ 130,819 ​ 7,517 ​ — ​ — ​ 15,556 ​ 138,336 ​ 153,892 ​ ( 64,103 ) 1964 - 2002 1999 - 2016 20 years - 33 years Louisiana (ALF, SNF) ​ 6,692 ​ 121,675 ​ 4,877 ​ 448 ​ ( 1,495 ) ​ 6,692 ​ 125,505 ​ 132,197 ​ ( 35,891 ) 1951 - 2020 1997 - 2024 22 years - 39 years Maryland (SNF) ​ 17,526 ​ 131,741 ​ 14,723 ​ — ​ — ​ 17,526 ​ 146,464 ​ 163,990 ​ ( 47,590 ) 1921 - 2016 2008 - 2023 25 years - 30 years Massachusetts (ALF, SNF) ​ 23,621 ​ 143,172 ​ 24,378 ​ — ​ ( 693 ) ​ 23,621 ​ 166,857 ​ 190,478 ​ ( 76,938 ) 1964 - 2017 1997 - 2014 20 years - 33 years Michigan (SNF) ​ 1,915 ​ 45,585 ​ — ​ — ​ ( 15,925 ) ​ 1,635 ​ 29,940 ​ 31,575 ​ ( 879 ) 1950 - 1973 2011 - 2024 25 years Minnesota (ALF, ILF, SNF) ​ 10,502 ​ 52,585 ​ 5,972 ​ — ​ — ​ 10,502 ​ 58,557 ​ 69,059 ​ ( 26,338 ) 1966 - 1983 2014 33 years Mississippi (SNF) ​ 8,803 ​ 191,448 ​ 827 ​ — ​ — ​ 8,803 ​ 192,275 ​ 201,078 ​ ( 58,878 ) 1965 - 2008 2009 - 2019 20 years - 30 years Missouri (SNF) ​ 608 ​ 11,694 ​ — ​ — ​ ( 7,211 ) ​ 247 ​ 4,844 ​ 5,091 ​ ( 3,812 ) 1965 - 1989 1999 33 years Montana (SNF) ​ 1,319 ​ 11,698 ​ 432 ​ — ​ — ​ 1,319 ​ 12,130 ​ 13,449 ​ ( 4,604 ) 1963 - 1971 2005 33 years Nebraska (SNF) ​ ​ 750 ​ ​ 14,892 ​ ​ 108 ​ ​ — ​ ​ ( 1,050 ) ​ ​ 750 ​ ​ 13,950 ​ ​ 14,700 ​ ​ ( 6,197 ) ​ 1966 - 1969 ​ 2012 - 2015 ​ 20 years - 33 years Nevada (SNF, SF) ​ 8,811 ​ 92,797 ​ 8,350 ​ — ​ — ​ 8,811 ​ 101,147 ​ 109,958 ​ ( 42,022 ) 1972 - 2012 2009 - 2017 25 years - 33 years New Hampshire (ALF, SNF) ​ 1,782 ​ 19,837 ​ 1,463 ​ — ​ — ​ 1,782 ​ 21,300 ​ 23,082 ​ ( 12,990 ) 1963 - 1999 1998 - 2006 33 years - 39 years New Jersey (ALF) ​ 12,953 ​ 58,199 ​ 1,954 ​ 1,559 ​ — ​ 12,953 ​ 61,712 ​ 74,665 ​ ( 10,008 ) 1999 - 2021 ​ 2019 - 2021 ​ 25 years New Mexico (SNF) ​ ​ 6,008 ​ ​ 45,285 ​ ​ 1,318 ​ ​ — ​ ​ — ​ ​ 6,008 ​ ​ 46,603 ​ ​ 52,611 ​ ​ ( 17,174 ) ​ 1960 - 1985 2005 33 years New York (ALF) ​ ​ 118,606 ​ ​ 176,921 ​ ​ 3,658 ​ ​ 40,543 ​ ​ ( 5,900 ) ​ ​ 118,606 ​ ​ 215,222 ​ ​ 333,828 ​ ​ ( 42,050 ) ​ 2020 ​ 2015 ​ 25 years North Carolina (ALF, SNF) ​ ​ 29,063 ​ ​ 369,884 ​ ​ 12,040 ​ ​ 336 ​ ​ ( 902 ) ​ ​ 28,876 ​ ​ 381,545 ​ ​ 410,421 ​ ​ ( 132,982 ) ​ 1963 - 2019 1994 - 2024 25 years - 36 years Ohio (ALF, SNF, SF) ​ ​ 28,026 ​ ​ 332,613 ​ ​ 20,265 ​ ​ 345 ​ ​ ( 28,680 ) ​ ​ 27,776 ​ ​ 324,793 ​ ​ 352,569 ​ ​ ( 108,846 ) ​ 1929 - 2021 1994 - 2020 25 years - 39 years Oklahoma (SNF) ​ ​ 1,280 ​ ​ 11,190 ​ ​ 573 ​ ​ — ​ ​ — ​ ​ 1,280 ​ ​ 11,763 ​ ​ 13,043 ​ ​ ( 8,678 ) ​ 1965 - 1993 2010 20 years Oregon (ALF, ILF, SNF) ​ ​ 8,740 ​ ​ 128,799 ​ ​ 11,483 ​ ​ — ​ ​ — ​ ​ 8,740 ​ ​ 140,282 ​ ​ 149,022 ​ ​ ( 32,532 ) ​ 1959 - 2007 2005 - 2024 25 years - 33 years Pennsylvania (ALF, ILF, SNF) ​ ​ 26,876 ​ ​ 360,250 ​ ​ 19,421 ​ ​ — ​ ​ ( 18,321 ) ​ ​ 26,871 ​ ​ 361,355 ​ ​ 388,226 ​ ​ ( 140,943 ) ​ 1873 - 2012 2004 - 2022 20 years - 39 years Rhode Island (SNF) ​ ​ 3,299 ​ ​ 23,487 ​ ​ 3,805 ​ ​ — ​ ​ — ​ ​ 3,299 ​ ​ 27,292 ​ ​ 30,591 ​ ​ ( 17,345 ) ​ 1965 - 1981 2006 39 years South Carolina (SNF) ​ ​ 8,480 ​ ​ 76,912 ​ ​ 2,860 ​ ​ — ​ ​ — ​ ​ 8,480 ​ ​ 79,772 ​ ​ 88,252 ​ ​ ( 33,454 ) ​ 1959 - 2007 2014 - 2016 20 years - 33 years Tennessee (ALF, SNF, SF) ​ ​ 12,976 ​ ​ 268,846 ​ ​ 9,092 ​ ​ — ​ ​ — ​ ​ 12,976 ​ ​ 277,938 ​ ​ 290,914 ​ ​ ( 128,878 ) ​ 1968 - 2018 1992 - 2021 20 years - 31 years Texas (ALF, ILF, MOB, SNF, SF) ​ 75,922 ​ 798,209 ​ 44,579 ​ 197 ​ 7,106 ​ 78,495 ​ 847,518 ​ 926,013 ​ ( 304,280 ) 1949 - 2019 1997 - 2024 20 years - 40 years United Kingdom (ALF) ​ 267,973 ​ 1,028,908 ​ 19,471 ​ — ​ ( 71,967 ) ​ 255,544 ​ 988,841 ​ 1,244,385 ​ ( 133,272 ) 1650 - 2012 2015 - 2024 25 years - 30 years Vermont (SNF) ​ 318 ​ 6,005 ​ 602 ​ — ​ — ​ 318 ​ 6,607 ​ 6,925 ​ ( 3,756 ) 1971 2004 39 years Virginia (ALF, SNF) ​ ​ 35,653 ​ ​ 381,065 ​ ​ 11,997 ​ ​ 26 ​ ​ ( 579 ) ​ ​ 35,479 ​ ​ 392,683 ​ ​ 428,162 ​ ​ ( 118,058 ) ​ 1964 - 2017 2010 - 2023 25 years - 40 years Washington (ALF, SNF) ​ 14,565 ​ 184,114 ​ 6,770 ​ — ​ ( 23,664 ) ​ 12,912 ​ 168,873 ​ 181,785 ​ ( 50,094 ) 1951 - 2004 1999 - 2021 25 years - 33 years Washington DC (ALF) ​ 68,017 ​ — ​ 124,527 ​ 15,496 ​ — ​ 68,017 ​ 140,023 ​ 208,040 ​ — N/A ​ 2021 ​ N/A West Virginia (SNF) ​ 3,475 ​ 202,085 ​ 7,062 ​ — ​ — ​ 3,475 ​ 209,147 ​ 212,622 ​ ( 61,540 ) 1850 - 2016 1994 - 2024 25 years - 39 years Wisconsin (SNF) ​ 399 ​ 4,581 ​ 2,153 ​ — ​ — ​ 399 ​ 6,734 ​ 7,133 ​ ( 3,897 ) 1974 2005 33 years Total ​ $ 1,079,978 ​ $ 7,637,228 ​ $ 488,653 ​ $ 60,277 ​ $ ( 205,962 ) ​ $ 1,065,564 ​ $ 7,994,610 ​ $ 9,060,174 ​ $ ( 2,721,016 ) ​ (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. F-71 Table of Contents OMEGA HEALTHCARE INVESTORS, INC. SCHEDULE III – REAL ESTATE AND ACCUMULATED DEPRECIATION — continued (in thousands) December 31, 2024 (2) ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Year Ended December 31, ​ 2024 2023 2022 Balance at beginning of period ​ $ 8,372,419 ​ $ 8,860,264 ​ $ 9,028,745 Acquisitions (a) ​ 740,661 ​ 262,453 ​ 225,336 Impairment ​ ( 23,728 ) ​ ( 89,985 ) ​ ( 38,451 ) Improvements ​ 114,610 ​ 87,760 ​ 60,931 Disposals/other ​ ( 143,788 ) ​ ( 748,073 ) ​ ( 416,297 ) Balance at close of period ​ $ 9,060,174 ​ $ 8,372,419 ​ $ 8,860,264 ​ (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. (3) ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Year Ended December 31, ​ 2024 2023 2022 Balance at beginning of period ​ $ 2,469,893 ​ $ 2,322,773 ​ $ 2,181,528 Provisions for depreciation ​ 302,088 ​ 317,536 ​ 331,963 Dispositions/other ​ ( 50,965 ) ​ ( 170,416 ) ​ ( 190,718 ) Balance at close of period ​ $ 2,721,016 ​ $ 2,469,893 ​ $ 2,322,773 ​ ​ (4) The reported amount of our real estate at December 31, 2024 is greater than the tax basis of the real estate by approximately $ 504.6 million (unaudited). (5) Reflects bed sales, impairments (including the write-off of accumulated depreciation), land easements and impacts from foreign currency exchange rates. (6) To the extent that we acquired an entity previously owning the underlying facility, the acquisition date reflects the date that the entity acquired the facility. (7) Includes $ 68.9 million of construction in progress related to land, all other amounts related to construction in progress are reflected in buildings and improvements. ​ ​ ​ ​ F-72 Table of Contents OMEGA HEALTHCARE INVESTORS, INC. NOTES TO CONSOLIDATED FINANCIAL STATEMENTS ​ SCHEDULE IV – MORTGAGE LOANS ON REAL ESTATE (in thousands) December 31, 2024 ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Carrying ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Amount of ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Loans ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Face ​ ​ Carrying Subject to ​ ​ ​ ​ ​ ​ ​ ​ Final ​ ​ ​ ​ ​ Amount ​ ​ Amount Delinquent ​ ​ ​ ​ Interest ​ Fixed/ ​ Maturity ​ ​ ​ Prior ​ of ​ ​ of Principal Grouping Description (1) Rate Variable Date Periodic Payment Terms Liens Mortgages ​ Mortgages (3) (4) (6) or Interest ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ First Mortgages ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ 1 Michigan (36 SNFs and 1 ALF) 11.44 % F (2) 2030 Interest plus approximately $ 108.2 of principal payable monthly with $ 417,336 due at maturity None ​ $ 606,325 ​ $ 451,516 ​ $ — ​ 2 Ohio (8 SNFs) 10.50 % F (2) 2037 Interest payable monthly until maturity None ​ 72,420 ​ 72,420 ​ — ​ 3 ​ Ohio (2 SNFs) ​ 12.00 % F ​ 2027 ​ Interest payable monthly until maturity ​ None ​ ​ 7,300 ​ ​ 7,300 ​ ​ — ​ 4 Illinois (2 ALFs, 1 SNF and 1 ILF) 10.00 % F 2028 Interest payable monthly until maturity None ​ 60,000 ​ 53,750 ​ — ​ 5 Pennsylvania (4 ALFs) 10.00 % F 2027 Interest payable monthly until maturity None ​ 38,626 ​ 36,404 ​ — ​ 6 Michigan (1 ALF) 10.00 % F 2027 Interest payable monthly until maturity None ​ 8,000 ​ 8,000 ​ — ​ 7 ​ Florida (1 ALF) ​ 10.00 % F ​ 2027 ​ Interest payable monthly until maturity ​ None ​ ​ 8,332 ​ ​ 8,332 ​ ​ — ​ 8 Tennessee (1 ALF) 8.00 % F 2025 Interest payable monthly until maturity None ​ 8,680 ​ 8,680 ​ — ​ 9 Oregon (1 ALF) 9.00 % F 2026 Interest payable monthly until maturity None ​ 5,000 ​ 5,000 ​ — ​ 10 Massachusetts (1 specialty facility) 9.00 % F 2023 Past due None ​ 9,000 ​ — ​ — (5) 11 Tennessee (1 SNF) 8.35 % F 2015 Past due None ​ 6,377 ​ 1,472 ​ 1,472 (5) 12 ​ Connecticut (1 SNF) ​ 10.00 % F ​ 2027 ​ Interest payable monthly until maturity ​ None ​ ​ 5,058 ​ ​ 5,058 ​ ​ ​ ​ 13 ​ Ohio (1 SNF) ​ 10.00 % F (2) ​ 2024 (7) ​ Interest payable monthly until maturity ​ None ​ ​ 21,325 ​ ​ 21,325 ​ ​ — ​ 14 ​ Georgia (2 ALFs) ​ 10.00 % F ​ 2029 ​ Interest payable monthly until maturity ​ None ​ ​ 9,551 ​ ​ 9,551 ​ ​ — ​ 15 ​ Georgia (2 SNFs, 1 ALF), Florida (1 SNF) ​ 10.00 % F ​ 2027 ​ Interest payable monthly until maturity ​ None ​ ​ 29,700 ​ ​ 29,700 ​ ​ — ​ 16 ​ United Kingdom (1 ALF ) ​ 11.00 % F ​ 2025 ​ Interest payable monthly until maturity ​ None ​ ​ 10,081 ​ ​ 10,081 ​ ​ — ​ 17 ​ United Kingdom (15 ALFs) ​ 11.00 % F ​ 2025 ​ Interest payable monthly until maturity ​ None ​ ​ 39,069 ​ ​ 39,069 ​ ​ — ​ 18 ​ United Kingdom (11 ALFs) ​ 11.00 % F ​ 2025 ​ Interest payable monthly until maturity ​ None ​ ​ 61,742 ​ ​ 61,742 ​ ​ — ​ 19 ​ Florida (1 ALF) ​ 10.00 % F ​ 2027 ​ Interest payable monthly until maturity ​ None ​ ​ 11,891 ​ ​ 11,890 ​ ​ — ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Capital Expenditure Mortgages ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ 20 ​ Ohio ​ 10.00 % F (2) ​ 2037 ​ Interest plus approximately $ 16.2 of principal payable monthly with $ 979 due at maturity ​ None ​ ​ 7,200 ​ ​ 5,231 ​ ​ — ​ 21 Michigan 10.25 % F (2) 2030 Interest payable monthly until maturity None ​ 560 ​ 263 ​ — ​ 22 ​ Michigan ​ 10.00 % F (2) ​ 2030 ​ No interest due on the first $ 300 , then interest payable monthly until maturity ​ None ​ ​ 500 ​ ​ 227 ​ ​ — ​ 23 ​ Michigan ​ 11.62 % F (2) ​ 2030 ​ Interest plus approximately $ 6.4 of principal payable monthly with $ 51,644 due at maturity ​ None ​ ​ 54,223 ​ ​ 52,200 ​ ​ — ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Construction Mortgages ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ 24 United Kingdom (1 ALF) 10.00 % F 2025 Interest payable monthly until maturity None ​ 18,446 ​ 18,446 ​ — ​ 25 United Kingdom (1 ALF) 10.00 % F 2025 Interest payable monthly until maturity None ​ 53,220 ​ 53,220 ​ — ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Allowance for credit loss on mortgage loans (8) ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ( 28,112 ) ​ ​ — ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ $ 1,152,626 ​ $ 942,765 ​ $ 1,472 ​ (1) Loans included in this schedule represent first mortgages, capital expenditure mortgages and construction mortgages on facilities used in the delivery of long-term healthcare of which such facilities are located in the states indicated. (2) Interest on the loans escalates at a fixed rate. (3) The aggregate cost for federal income tax purposes is approximately $ 982.3 million (unaudited). ​ ​ ​ ​ F-73 Table of Contents OMEGA HEALTHCARE INVESTORS, INC. SCHEDULE IV – MORTGAGE LOANS ON REAL ESTATE — continued (in thousands) December 31, 2024 (4) ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Year Ended December 31, ​ 2024 2023 2022 Balance at beginning of period ​ $ 698,776 ​ $ 648,130 ​ $ 835,086 Additions during period - new mortgage loans or additional fundings (a) ​ 292,722 ​ 102,332 ​ 12,977 Deductions during period - collection of principal/other (b) ​ ( 63,876 ) ​ ( 79,418 ) ​ ( 190,141 ) Allowance for credit loss on mortgage loans ​ 15,143 ​ 27,732 ​ ( 9,792 ) Balance at close of period ​ $ 942,765 ​ $ 698,776 ​ $ 648,130 (a) The 2024, 2023 and 2022 amounts include $ 1.5 million, $ 2.3 million and $ 1.2 million, respectively, of non-cash interest paid-in-kind. The 2024 amount also includes $ 7.3 million of non-cash placement of mortgage capital. (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 amounts also include $ 37.0 million of non-cash principal reductions. ​ (5) Mortgage written down to the fair value of the underlying collateral. (6) Mortgages included in the schedule which were extended during 2024 aggregated approximately $ 112.0 million. (7) Subsequent to year end, this mortgage note was amended to extend the maturity date to December 31, 2025. (8) The allowance for credit loss on mortgage loans represents the allowance calculated utilizing a PD and LGD methodology. For mortgages that the risk of loss was evaluated on an individual basis, the allowance is included as a reduction to the carrying amount of the mortgage. ​ ​ ​ ​ F-74 Table of Contents INDEX TO EXHIBITS TO 2024 FORM 10-K ​ ​ EXHIBIT NUMBER DESCRIPTION 3.1 Articles of Amendment and Restatement of Omega Healthcare Investors, Inc., as amended. (Incorporated by reference to Exhibit 4.1 to the Company’s Registration Statement on Form S-3ASR, filed September 3, 2015). 3.2 Articles Supplementary of Omega Healthcare Investors, Inc. filed with the State Department of Assessments and Taxation of Maryland on November 5, 2019 (Incorporated by reference to Exhibit 3.1 to the Company’s Quarterly Report on Form 10-Q, filed November 8, 2019). 3.3 Amended and Restated Bylaws of Omega Healthcare Investors, Inc. as of October 21, 2022 (Incorporated by reference to Exhibit 3.1 to the Company’s Current Report on Form 8-K, filed October 21, 2022). 3.4 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). 3.5 Third Amended and Restated Agreement of Limited Partnership of OHI Healthcare Properties Limited Partnership as of February 11, 2025.* 4.0 See Exhibits 3.1 to 3.5. 4.1 Indenture, dated as of September 11, 2014, by and among the Company, the subsidiary 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 September 11, 2014). 4.1A First 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 Second 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 4.5A to the Company’s Annual Report on Form 10-K, filed February 27, 2015). 4.1B Third 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 4.2B to the Company’s Registration Statement on Form S-4, filed April 16, 2015). 4.1C Fourth 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 4.2B to the Company’s Registration Statement on Form S-4, filed April 16, 2015). 4.1D Fifth 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 4.4 to the Company’s Quarterly Report on Form 10-Q, filed November 6, 2015). 4.1E Sixth 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 4.3E to the Company’s Annual Report on Form 10-K, filed February 29, 2016). 4.1F Seventh 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 4.3 to the Company’s Quarterly Report on Form 10-Q, filed May 6, 2016). 4.1G Eighth 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 4.3 to the Company’s Quarterly Report on Form 10-Q, filed August 5, 2016). 4.1H Ninth 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 4.3 to the Company’s Quarterly Report on Form 10-Q, filed November 8, 2016). 4.1I Tenth 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 4.3I to the Company’s Annual Report on Form 10-K, filed February 24, 2017). 4.1J Eleventh 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 4.3 to the Company’s Quarterly Report on Form 10-Q, filed May 5, 2017). 4.1K Twelfth 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 4.2 to the Company’s Quarterly Report on Form 10-Q, filed August 9, 2017). I-1 Table of Contents 4.1L Thirteenth 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 4.2A to the Company’s Quarterly Report on Form 10-Q, filed August 9, 2017). 4.2 Indenture, dated as of March 18, 2015, by and among the Company, the subsidiary 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 24, 2015). 4.2A First 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 4.5A to the Company’s Quarterly Report on Form 10-Q, filed May 8, 2015). 4.2B Second 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 4.2A to the Company’s Registration Statement on Form S-4, filed October 6, 2015). 4.2C Third 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 4.2B to the Amendment to the Company’s Registration Statement on Form S-4/A, filed November 12, 2015). 4.2D Fourth 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 4.4 to the Company’s Quarterly Report on Form 10-Q, filed May 6, 2016). 4.2E Fifth 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 4.4 to the Company’s Quarterly Report on Form 10-Q, filed August 5, 2016). 4.2F Sixth 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 4.4 to the Company’s Quarterly Report on Form 10-Q, filed November 8, 2016). 4.2G Seventh 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 4.4G to the Company’s Annual Report on Form 10-K, filed February 24, 2017 ). 4.2H Eighth 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 4.4 to the Company’s Quarterly Report on Form 10-Q, filed May 5, 2017). 4.2I Ninth 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 4.3 to the Company’s Quarterly Report on Form 10-Q, filed August 9, 2017). 4.2J Tenth 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 4.3A to the Company’s Quarterly Report on Form 10-Q, filed August 9, 2017). 4.3 Indenture, dated as of September 23, 2015, by and 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 Current Report on Form 8-K, filed September 29, 2015). 4.3A First 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 4.1A to the Company’s Registration Statement on Form S-4, filed November 12, 2015). 4.3B Second 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 4.5 to the Company’s Quarterly Report on Form 10-Q, filed May 6, 2016). 4.3C Third 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 4.5 to the Company’s Quarterly Report on Form 10-Q, filed August 5, 2016). 4.3D Fourth 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 4.5 to the Company’s Quarterly Report on Form 10-Q, filed November 8, 2016). 4.3E Fifth 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 4.5E to the Company’s Annual Report on Form 10-K, filed February 24, 2017). I-2 Table of Contents 4.3F Sixth 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 4.5 to the Company’s Quarterly Report on Form 10-Q, filed May 5, 2017). 4.3G Seventh 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 4.4 to the Company’s Quarterly Report on Form 10-Q, filed August 9, 2017). 4.3H Eighth 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 4.4A to the Company’s Quarterly Report on Form 10-Q, filed August 9, 2017). 4.4 Indenture, dated as of July 12, 2016, by and 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 Current Report on Form 8-K, filed July 12, 2016). 4.4A First 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 4.6A to the Company’s Quarterly Report on Form 10-Q, filed November 8, 2016). 4.4B Second 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 4.6B to the Company’s Annual Report on Form 10-K, filed February 24, 2017). 4.4C Third 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 4.6 to the Company’s Quarterly Report on Form 10-Q, filed May 5, 2017). 4.4D Fourth 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 4.5 to the Company’s Quarterly Report on Form 10-Q, filed August 9, 2017). 4.4E Fifth 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 4.5A to the Company’s Quarterly Report on Form 10-Q, filed August 9, 2017). 4.5 Indenture, dated as of April 4, 2017, by and 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 Current Report on Form 8-K, filed April 4, 2017). 4.5A First 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 4.6A to the Company’s Quarterly Report on Form 10-Q, filed August 9, 2017). 4.5B Second 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 4.6B to the Company’s Quarterly Report on Form 10-Q, filed August 9, 2017). 4.6 Indenture, dated as of September 20, 2019, among the Company, OHI Healthcare Properties Limited Partnership and U.S. Bank National Association (Incorporated by reference to Exhibit 4.1 to the Company’s Current Report on Form 8-K, filed September 20, 2019). 4.7 Indenture, dated as of October 9, 2020, among the Company, OHI Healthcare Properties Limited Partnership and U.S. Bank National Association (Incorporated by reference to Exhibit 4.1 to the Company’s Current Report on Form 8-K, filed October 9, 2020). 4.7A First Supplemental Indenture, dated as of October 30, 2020, among the Company, OHI Healthcare Properties Limited Partnership 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 3, 2020). 4.8 Indenture, dated as of March 10, 2021, among the Company, OHI Healthcare Properties Limited Partnership 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 10, 2021). 4.9 Description of Securities registered under Section 12 of the Securities Exchange Act of 1934 (Incorporated by reference to Exhibit 4.10 to the Company’s Annual Report on Form 10-K, filed February 14, 2023). 10.1 Form of Directors and Officers Indemnification Agreement (Incorporated by reference to Exhibit 10.1 to the Company’s Annual Report on Form 10-K, filed February 23, 2018). 10.2 Amended and Restated Deferred Stock Plan, dated October 16, 2012, and forms of related agreements (Incorporated by reference to Exhibit 10.1 to the Company’s Quarterly Report on Form 10-Q, filed November 7, 2012). I-3 Table of Contents 10.3 Credit Agreement, dated as of April 30, 2021, among the Company, certain subsidiaries of the Company 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 May 4, 2021). 10.3A Conforming Changes Amendment to Credit Agreement, dated as of June 7, 2023, between the Company and Bank of America, N.A., as administrative agent (Incorporated by reference to Exhibit 10.1 to the Company’s Quarterly Report on Form 10-Q, filed August 3, 2023). 10.4 Credit Agreement, dated as of April 30, 2021, among OHI Healthcare Properties Limited Partnership, the lenders named therein and Bank of America, N.A., as administrative agent for such lenders (Incorporated by reference to Exhibit 10.2 to the Company’s Current Report on Form 8-K, filed May 4, 2021). 10.4A 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). 10.5 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). 10.6 Omega Healthcare Investors, Inc. 2018 Stock Incentive Plan (Incorporated by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K, filed June 11, 2018). + 10.6A Amendment to Omega Healthcare Investors, Inc. 2018 Stock Incentive Plan, effective June 5, 2023 (Incorporated by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K, filed June 5, 2023). + 10.6B Form of Time-Based Restricted Stock Units Agreement pursuant to the Omega Healthcare Investors, Inc. 2018 Stock Incentive Plan (commencing 2022) (Incorporated by reference to Exhibit 10.6M to the Company’s Annual Report on Form 10-K, filed February 17, 2022). + 10.6C Form of Time-Based Profits Interest Units Agreement pursuant to the Omega Healthcare Investors, Inc. 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). + 10.6D Form of Time-Based Profits Interest Units Agreement pursuant to the Omega Healthcare Investors, Inc. 2018 Stock Incentive Plan (commencing 2025). +* 10.6E Form of TSR-Based Performance Restricted Stock Units Agreement pursuant to the Omega Healthcare Investors, Inc. 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). + 10.6F Form of TSR-Based Performance Restricted Stock Units Agreement pursuant to the Omega Healthcare Investors, Inc. 2018 Stock Incentive Plan (commencing 2025). +* 10.6G Form of TSR-Based Performance Profits Interest Units Agreement pursuant to the Omega Healthcare Investors, Inc. 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). + 10.6H Form of TSR-Based Performance Profits Interest Units Agreement pursuant to the Omega Healthcare Investors, Inc. 2018 Stock Incentive Plan (commencing 2025). +* 10.6I Form of Relative TSR-Based Performance Restricted Stock Units Agreement pursuant to the Omega Healthcare Investors, Inc. 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). + 10.6J Form of Relative TSR-Based Performance Restricted Stock Units Agreement pursuant to the Omega Healthcare Investors, Inc. 2018 Stock Incentive Plan (commencing 2025). +* 10.6K Form of Relative TSR-Based Performance Profits Interest Units Agreement pursuant to the Omega Healthcare Investors, Inc. 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). + 10.6L Form of Relative TSR-Based Performance Profits Interest Units Agreement pursuant to the Omega Healthcare Investors, Inc. 2018 Stock Incentive Plan (commencing 2025).+* 10.6M Form of Director Time-Based Profits Interest Units Agreement pursuant to the Omega Healthcare Investors, Inc. 2018 Stock Incentive Plan.+* 10.6N Form of Director Restricted Stock Award Agreement pursuant to the Omega Healthcare Investors, Inc. 2018 Stock Incentive Plan.+* 10.7 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). + 10.8 Form of Employment Agreement for Company’s executive officers. +* I-4 Table of Contents 10.9 Omega Healthcare Investors, Inc. Deferred Cash Compensation Plan with form of Deferral Agreement pursuant to the Omega Healthcare Investors, Inc. Deferred Cash Compensation Plan (June 30, 2018) (Incorporated by reference to Exhibit 10.2 to Omega Healthcare Investor Inc.’s Form 10-Q filed August 8, 2018). + 10.10 Credit Agreement, dated as of August 8, 2023, among Omega Healthcare Investors, Inc., certain subsidiaries of Omega Healthcare Investors, Inc. 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). 10.11 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). + 10.12 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). + 19.1 Omega Healthcare Investors, Inc. Insider Trading Policy.* 21.1 Subsidiaries of the Registrant.* 22.1 Subsidiary guarantors of guaranteed securities.* 23.1 Consent of Independent Registered Public Accounting Firm for Omega Healthcare Investors, Inc.* 31.1 Rule 13a-14(a)/15d-14(a) Certification of Chief Executive Officer of Omega Healthcare Investors, Inc.* 31.2 Rule 13a-14(a)/15d-14(a) Certification of Chief Financial Officer of Omega Healthcare Investors, Inc.* 32.1 Section 1350 Certification of the Chief Executive Officer of Omega Healthcare Investors, Inc.* 32.2 Section 1350 Certification of the Chief Financial Officer of Omega Healthcare Investors, Inc.* 97.1 Omega Healthcare Investors, Inc. 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). + 101 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: (i) Consolidated Balance Sheets, (ii) Consolidated Statements of Operations, (iii) Consolidated Statements of Comprehensive Income, (iv) Consolidated Statements of Equity, (v) Consolidated Statements of Cash Flows, and (vi) Notes to Consolidated Financial Statements, tagged as blocks of text and including detailed tags. 104 Cover Page Interactive Data File (embedded within the Inline XBRL document and contained in Exhibit 101). * Exhibits that are filed or furnished herewith. + Management contract or compensatory plan, contract or arrangement. ​ ​ ​ ​ ​ I-5 Table of Contents SIGNATURES Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized. ​ ​ ​ ​ ​ ​ ​ OMEGA HEALTHCARE INVESTORS, INC. ​ Registrant ​ ​ ​ ​ Date: February 13, 2025 ​ By: /s/ C. Taylor Pickett ​ ​ ​ C. Taylor Pickett ​ ​ ​ Chief Executive Officer ​ ​ ​ ​ ​ ​ ​ I-6 Table of Contents Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed by the following persons on behalf of the Omega Healthcare Investors, Inc., for itself and in the capacities on the date indicated. ​ ​ ​ ​ ​ Signatures Title Date ​ ​ ​ ​ ​ /s/ C. Taylor Pickett ​ Chief Executive Officer ​ February 13, 2025 C. Taylor Pickett ​ (Principal Executive Officer) ​ ​ ​ ​ ​ ​ ​ /s/ Robert O. Stephenson ​ Chief Financial Officer ​ February 13, 2025 Robert O. Stephenson ​ (Principal Financial Officer) ​ ​ ​ ​ ​ ​ ​ /s/ Neal A. Ballew ​ Chief Accounting Officer ​ February 13, 2025 Neal A. Ballew ​ (Principal Accounting Officer) ​ ​ ​ ​ ​ ​ ​ /s/ Craig R. Callen ​ Chair of the Board ​ February 13, 2025 Craig R. Callen ​ ​ ​ ​ ​ ​ ​ ​ ​ /s/ Kapila K. Anand ​ Director ​ February 13, 2025 Kapila K. Anand ​ ​ ​ ​ ​ ​ ​ ​ ​ /s/ Dr. Lisa C. Egbuonu-Davis ​ Director ​ February 13, 2025 Dr. Lisa C. Egbuonu-Davis ​ ​ ​ ​ ​ ​ ​ ​ ​ /s/ Barbara B. Hill ​ Director ​ February 13, 2025 Barbara B. Hill ​ ​ ​ ​ ​ ​ ​ ​ ​ /s/ Kevin J. Jacobs ​ Director ​ February 13, 2025 Kevin J. Jacobs ​ ​ ​ ​ ​ ​ ​ ​ ​ /s/ C. Taylor Pickett ​ Director ​ February 13, 2025 C. Taylor Pickett ​ ​ ​ ​ ​ ​ ​ ​ ​ /s/ Stephen D. Plavin ​ Director ​ February 13, 2025 Stephen D. Plavin ​ /s/ Burke W. Whitman ​ Director ​ February 13, 2025 Burke W. Whitman ​ ​ ​ ​ ​ ​ ​ ​ I-7