1 unchanged sentence
From time to time, the Company issues shares of common stock in reliance on the private placement exemption under Section 4(a)(2) of the Securities Act of 1933, as amended, in exchange for Omega OP Units.
−Removed: During the quarter ended March 31 , 2025, we did not issue any shares of Omega common stock in exchange for an equivalent number of Omega OP Units tendered to Omega OP for redemption in accordance with the provisions of the partnership agreement governing Omega OP in reliance on this exemption.
+Added: On May 15, 2025, Omega issued an aggregate of 8,583 shares of Omega common stock in exchange for Omega OP Units tendered to Omega OP for redemption in accordance with the provisions of the partnership agreement governing Omega OP in reliance on this exemption.
Issuer Purchases of Equity Securities
−Removed: On January 27, 2022, the Board of Directors authorized the Company to repurchase up to $500 million of its outstanding common stock from time to time through March 2025.
−Removed: The Company was 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.
−Removed: The timing and amount of stock repurchases was 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.
−Removed: The Company had no obligation to repurchase any amount of its common stock, and such repurchases, if any, could be discontinued at any time.
−Removed: During the first quarter of 2025, we did not repurchase any shares of our outstanding common stock.
+Added: During the second quarter of 2025, we did not repurchase any shares of our outstanding common stock.
+Added: It em 5 – Other Information
+Added: Rule 10b5-1 Trading Plans
+Added: No officers or directors, as defined in Rule 16a-1(f), adopted , modified and/or terminated a “Rule 10b5-1 trading arrangement” or a “non-Rule 10b5-1 trading arrangement,” as defined in Regulation S-K Item 408, during the second quarter of 2025.
+Added: Item 6–Exhibits
+Added: Articles of Amendment and Restatement of Omega Healthcare Investors, Inc., as amended through June 6, 2025 (incorporated by reference to Exhibit 3.1 to the Company’s Form 8-K, filed June 20, 2025).
+Added: Indenture dated as of June 20, 2025, among Omega Healthcare Investors, Inc.
+Added: Bank Trust Company, National Association, as Trustee (incorporated by reference to Exhibit 4.1 to the Company’s Form 8-K, filed June 20, 2025).
+Added: First Supplemental Indenture dated as of June 20, 2025, among Omega Healthcare Investors, Inc., OHI Healthcare Properties Limited Partnership, as Subsidiary Guarantor, and U.S.
+Added: Bank Trust Company, National Association, as Trustee, governing the Company’s 5.200% Senior Notes due 2030 (incorporated by reference to Exhibit 4.2 to the Company’s Form 8-K, filed June 20, 2025).
+Added: Rule 13a-14(a)/15d-14(a) Certification of Chief Executive Officer of Omega Healthcare Investors, Inc.*
+Added: Rule 13a-14(a)/15d-14(a) Certification of Chief Financial Officer of Omega Healthcare Investors, Inc.*
+Added: Section 1350 Certification of the Chief Executive Officer of Omega Healthcare Investors, Inc.*
+Added: Section 1350 Certification of the Chief Financial Officer of Omega Healthcare Investors, Inc.*
+Added: The following financial statements (unaudited) from the Company’s Quarterly Report on Form 10-Q for the quarter ended June 30, 2025, formatted in Inline XBRL:
+Added: (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.
+Added: Cover Page Interactive Data File - the cover page XBRL tags are embedded within the Inline XBRL document (included in Exhibit 101).
+Added: * Exhibits that are filed or furnished herewith.
+Added: Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.
+Added: OMEGA HEALTHCARE INVESTORS, INC.
+Added: August 1, 2025
+Added: TAYLOR PICKETT
+Added: Taylor Pickett
+Added: Chief Executive Officer
+Added: August 1, 2025
+Added: /S/ ROBERT O.
+Added: Chief Financial Officer
Compared sentence by sentence after normalising whitespace, quotation marks, case and digits, so re-formatting and restated figures do not read as changed language. Wording changes appear as one removal and one addition. The current filing and the prior one are authoritative.