What changed in this filing

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Item 1. Financial Statements

2025-10-31 compared with 2025-08-01 · 306 added, 255 removed, 712 unchanged (44% of the section changed)

3 unchanged sentences

(in thousands, except per share amounts)

September 30,

Real estate assets

9 unchanged sentences

Real estate loans receivable – net

Investments in unconsolidated joint ventures

Investments in unconsolidated entities

Assets held for sale

13 unchanged sentences

Preferred stock $ 1.00 par value authorized – 20,000 shares, issued and outstanding – none

Common stock $ 0.10 par value authorized – 700,000 shares , issued and outstanding – 293,149 shares as of June 30, 2025 and 279,129 shares as of December 31, 2024

Common stock $ 0.10 par value authorized – 700,000 shares , issued and outstanding – 295,526 shares as of September 30, 2025 and 279,129 shares as of December 31, 2024

Additional paid-in capital

12 unchanged sentences

Three Months Ended

Six Months Ended

Nine Months Ended

September 30,

Rental income

7 unchanged sentences

Impairment on real estate properties

(Recovery) provision for credit losses

Recovery for credit losses

Interest expense

1 unchanged sentence

Other income (expense)

Other income – net

Other income (expense) – net

Loss on debt extinguishment

Gain on assets sold – net

Total other income

Income before income tax expense and income from unconsolidated joint ventures

Gain (loss) on assets sold – net

Total other income (loss)

Income before income tax expense and (loss) income from unconsolidated entities

Income tax expense

(Loss) income from unconsolidated joint ventures

(Loss) income from unconsolidated entities

Net income attributable to noncontrolling interest

8 unchanged sentences

Three Months Ended

Six Months Ended

Nine Months Ended

September 30,

Other comprehensive income (loss)

1 unchanged sentence

Cash flow hedges

Total other comprehensive income

Total other comprehensive (loss) income

Comprehensive income

4 unchanged sentences

CONSOLIDATED STATEMENTS OF EQUITY

Three Months Ended June 30, 2025 and 2024

Three Months Ended September 30, 2025 and 2024

(in thousands, except per share amounts)

2 unchanged sentences

Noncontrolling

Balance at March 31, 2025

Income (Loss)

Balance at June 30, 2025

( 7,900,668 )

5 unchanged sentences

Omega OP Units distributions

Other comprehensive income

Balance at June 30, 2025

Other comprehensive loss

Balance at September 30, 2025

( 8,098,951 )

Balance at March 31, 2024

Balance at June 30, 2024

( 7,161,897 )

3 unchanged sentences

Vesting/exercising of Omega OP Units

Exchange and redemption of Omega OP Units

Omega OP Units distributions

Net change in noncontrolling interest holder in consolidated JV

Other comprehensive income

Balance at June 30, 2024

Balance at September 30, 2024

( 7,335,238 )

1 unchanged sentence

CONSOLIDATED STATEMENTS OF EQUITY

Six Months Ended June 30, 2025 and 2024

Nine Months Ended September 30, 2025 and 2024

(in thousands, except per share amounts)

11 unchanged sentences

Other comprehensive income

Balance at June 30, 2025

Balance at September 30, 2025

( 8,098,951 )

9 unchanged sentences

Other comprehensive income

Balance at June 30, 2024

Balance at September 30, 2024

( 7,335,238 )

3 unchanged sentences

Unaudited (in thousands)

Six Months Ended June 30,

Nine Months Ended September 30,

Cash flows from operating activities

3 unchanged sentences

Straight-line rent and other write-offs

Provision (recovery) for credit losses

Recovery for credit losses

Amortization of deferred financing costs and loss on debt extinguishment

3 unchanged sentences

Interest paid-in-kind

Loss from unconsolidated joint ventures

Loss (income) from unconsolidated entities

Other non-cash items

10 unchanged sentences

Collection of loan principal

Investments in unconsolidated joint ventures

Distributions from unconsolidated joint ventures in excess of earnings

Investments in unconsolidated entities

Distributions from unconsolidated entities in excess of earnings

Capital improvements to real estate investments

5 unchanged sentences

Payments of long-term borrowings

( 1,142,788 )

Payments of financing related costs

12 unchanged sentences

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

June 30, 2025

September 30, 2025

NOTE 1 – BASIS OF PRESENTATION AND SIGNIFICANT ACCOUNTING POLICIES

8 unchanged sentences

Omega has exclusive control over Omega OP’s day-to-day management pursuant to the partnership agreement governing Omega OP.

As of June 30, 2025, Parent owned 97 % of the issued and outstanding units of partnership interest in Omega OP (“Omega OP Units”), and other investors owned 3 % of the outstanding Omega OP Units.

As of September 30, 2025, Parent owned 97 % of the issued and outstanding units of partnership interest in Omega OP (“Omega OP Units”), and other investors owned 3 % of the outstanding Omega OP Units.

The number of Omega OP Units owned by Parent is equivalent to the number of outstanding common shares of beneficial interest in Parent.

As of September 30, 2025 and December 31, 2024, there were 8,798,212 and 7,898,425 Omega OP Units outstanding, respectively, that were held by other investors.

Basis of Presentation and Principles of Consolidation

23 unchanged sentences

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.

We do not expect this guidance will have a material impact on our consolidated financial statements or disclosures.

We plan to adopt the guidance in the fourth quarter of 2025.

NOTE 2 – REAL ESTATE ASSETS

At June 30, 2025, our leased real estate properties included 577 SNFs, 342 ALFs, 19 ILFs, 18 specialty facilities and one medical office building.

At September 30, 2025, our leased real estate properties included 569 SNFs, 343 ALFs, 20 ILFs, 18 specialty facilities and one medical office building.

The following table summarizes the Company’s rental income:

Three Months Ended June 30,

Six Months Ended June 30,

Three Months Ended September 30,

Nine Months Ended September 30,

(in thousands)

6 unchanged sentences

Asset Acquisitions

The following table summarizes the asset acquisitions that occurred during the six months ended June 30, 2025:

The following table summarizes the asset acquisitions that occurred during the nine months ended September 30, 2025:

Total Real Estate

4 unchanged sentences

(1) Represents the acquisition cost that was allocated to our real estate assets on a relative fair value basis.

This also represents the total cost of the acquisition unless specifically noted within the table, as the assets acquired in our acquisitions typically consists of only real estate assets.

This also represents the total cost of the acquisition unless specifically noted within the table, as the assets acquired in our acquisitions typically consist of only real estate assets.

From time to time, we may have acquisitions in which additional assets and liabilities are assumed.

2 unchanged sentences

and the Bailiwick of Jersey (“Jersey”) for $ 344.2 million and leased the facilities to four existing and two new operators with a weighted average initial annual cash yield of 10.0 % with annual escalators of 1.7 % that ultimately increase to 2.5 % after year 5.

(4) Relates to a non-cash acquisition of one facility previously subject to a mortgage loan with Omega in which the principal amount under the loan agreement was settled in exchange for title to the facility (see Note 5 – Real Estate Loans Receivable) and $ 0.2 million of transaction costs incurred related to the non-cash acquisition.

Construction in Progress and Capital Expenditure Investments

We invested $ 27.4 million and $ 62.7 million under our construction in progress and capital improvement programs during the three and six months ended June 30, 2025, respectively.

We invested $ 34.8 million and $ 56.2 million under our construction in progress and capital improvement programs during the three and six months ended June 30, 2024, respectively.

As of June 30, 2025, construction in progress included three projects consisting of the development of a SNF in Virginia, a SNF in Florida and a SNF in Maryland.

During the first quarter of 2025, we purchased a real estate property located in Maryland for approximately $ 4.0 million that will be redeveloped into a SNF.

In conjunction with the acquisition, we amended our lease agreement with an existing operator to incorporate the property.

We are committed to a maximum funding of $ 22.5 million for the development of the property.

As of June 30, 2025, $ 4.7 million was included in construction in progress related to this development project.

We invested $ 23.0 million and $ 85.7 million under our construction in progress and capital improvement programs during the three and nine months ended September 30, 2025, respectively.

We invested $ 25.4 million and $ 81.6 million under our construction in progress and capital improvement programs during the three and nine months ended September 30, 2024, respectively.

As of September 30, 2025, construction in progress included three projects consisting of the development of a SNF in Virginia, a SNF in Florida and a SNF in Maryland.

In February 2025, we completed and placed into service the $ 201.8 million Inspir Embassy Row construction in progress project, an ALF in Washington D.C., and began recognizing rental income from the facility.

The facility is subject to a 24-year single facility lease with an entity that is jointly owned by Maplewood Senior Living (along with affiliates, “Maplewood”) and a third-party investor.

We recognized full contractual rental income of $ 3.2 million and $ 5.3 million related to the lease for the new facility for the three and six months ended June 30, 2025, respectively.

We recognized full contractual rental income of $ 3.3 million and $ 8.6 million related to the lease for the new facility for the three and nine months ended September 30, 2025, respectively.

Direct Financing Lease

4 unchanged sentences

As this operator is on a cash basis of revenue recognition, the inducement was immediately expensed and was recorded as a reduction to the rental income recognized for the three months ended March 31, 2025.

See additional discussion within Note 4 – Contractual Receivables and Other Receivables and Lease Inducements.

NOTE 3 – ASSETS HELD FOR SALE, DISPOSITIONS AND IMPAIRMENTS

1 unchanged sentence

The following is a summary of our assets held for sale:

September 30,

Number of facilities held for sale

Amount of assets held for sale (in thousands)

During the second quarter of 2025, we reclassified two SNFs to assets held for sale as a result of an operator’s exercise of a purchase option.

The net book value of the facilities exceeded the estimated fair value, based on the estimated proceeds from the sale, and as a result, an impairment of $ 6.3 million was recorded in connection with reclassifying these assets to held for sale.

During the three and six months ended June 30, 2025, we sold seven facilities ( six SNFs and one ALF) and 34 facilities ( 32 SNFs and two ALFs) for $ 62.1 million and $ 183.0 million in net cash proceeds, respectively.

As a result of these sales, we recognized a net gain of $ 22.9 million and $ 33.0 million, respectively.

As part of a 12 -facility sale recognized during the six months ended June 30, 2025, Omega may be entitled to additional consideration contingent upon the occurrence of certain future events that are outside of our control.

Given these events are not within Omega’s control, the uncertainty surrounding the timing of the events and the probability of collection, we did not recognize any additional contingent consideration as of the legal sale date.

During the three and six months ended June 30, 2024, we sold five SNFs and nine SNFs for approximately $ 34.8 million and $ 44.9 million in net cash proceeds, respectively.

During the three and nine months ended September 30, 2025, we sold 11 facilities ( ten SNFs and one ALF) and 45 facilities ( 42 SNFs and three ALFs) for $ 81.1 million and $ 264.1 million in net cash proceeds, respectively.

As a result of these sales, we recognized a net gain of $ 28.2 million and $ 61.2 million, respectively.

The 11 facilities above include the recognition of the sale of one facility that did not meet the contract criteria to be recognized under ASC 610-20 at the legal sale date, as discussed below.

During the three and nine months ended September 30, 2024, we sold six facilities ( four ALFs and two SNFs) and 15 facilities ( 11 SNFs and four ALFs) subject to operating leases for $ 23.9 million and $ 68.8 million in net cash proceeds, respectively.

As a result of these sales, we recognized a net loss of $ 0.2 million and a net gain of $ 11.3 million, respectively.

Sales Not Recognized

As of June 30, 2025 and December 31, 2024, three facility sales had not been recognized due to not meeting the contract criteria under ASC 610-20 at the applicable legal sale date.

As of June 30, 2025 and December 31, 2024, we had $ 19.7 million and $ 20.1 million, respectively, of real estate assets – net recorded on our Consolidated Balance Sheets related to these unrecognized sales.

During the three and six months ended June 30, 2025, we received interest of $ 1.6 million and $ 2.7 million, respectively, from seller financing related to unrecognized sales.

During the three and six months ended June 30, 2024, we received interest of $ 0.3 million and $ 0.6 million, respectively, from seller financing related to unrecognized sales.

As of September 30, 2025 and December 31, 2024, two and three facility sales had not been recognized due to not meeting the contract criteria under ASC 610-20 at the applicable legal sale date.

As of September 30, 2025 and December 31, 2024, we had $ 12.0 million and $ 20.1 million, respectively, of real estate assets – net recorded on our Consolidated Balance Sheets related to these unrecognized sales.

During the three and nine months ended September 30, 2025, we received interest of $ 1.6 million and $ 4.3 million, respectively, from seller financing related to unrecognized sales.

During the three and nine months ended September 30, 2024, we received interest of $ 0.3 million and $ 0.9 million, respectively, from seller financing related to unrecognized sales.

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

In the third quarter of 2024, we sold one facility for a sales price of $ 8.0 million, which was partially financed by Omega through a $ 6.4 million first lien mortgage on the facility.

The facility sale and related seller financing did not meet the contract criteria to be recognized under ASC 610-20 at the legal sale date.

During the third quarter of 2025, Omega received a $ 6.4 million principal repayment on the mortgage loan.

As a result of the principal repayment, the Company determined the transaction met the contract criteria under ASC 610-20 and recognized the legal sale, resulting in $ 0.8 million gain during the three months ended September 30, 2025.

Real Estate Impairments

During the three and six months ended June 30, 2025, we recorded impairments on three and four facilities of $ 14.2 million and $ 15.4 million, respectively.

Of the $ 15.4 million, $ 9.1 million related to two held for use facilities and $ 6.3 million related to two facilities that were classified as held for sale.

During the three and six months ended June 30, 2024, we recorded impairments on four and seven facilities of $ 8.2 million and $ 13.5 million, respectively.

Of the $ 13.5 million, $ 8.1 million related to five held for use facilities and $ 5.4 million related to two facilities that were classified as held for sale.

During the three and nine months ended September 30, 2025, we recorded impairments on two and six facilities of $ 1.2 million and $ 16.6 million, respectively.

Of the $ 16.6 million, $ 10.3 million related to four held for use facilities and $ 6.3 million related to two facilities that were classified as held for sale.

During the three and nine months ended September 30, 2024, we recorded impairments on five and 12 facilities of $ 8.6 million and $ 22.1 million, respectively.

Of the $ 22.1 million, $ 13.0 million related to eight held for use facilities and $ 9.1 million related to four facilities that were classified as held for sale.

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

5 unchanged sentences

A summary of our net receivables and lease inducements by type is as follows:

September 30,

(in thousands)

6 unchanged sentences

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

During the three and six months ended June 30, 2025, we placed two new operators, which Omega did not previously have a relationship with prior to 2025, and one existing operator on a cash basis of revenue recognition, as collection of substantially all contractual lease payments due from them was not deemed probable .

During the three months ended June 30, 2025, there was a $ 15.5 million write-off of straight-line rent receivable associated with placing the existing operator on a cash basis of revenue recognition, as we received information regarding substantial doubt of its ability to continue as a going concern.

During the nine months ended September 30, 2025, we placed two new operators, which Omega did not previously have a relationship with prior to 2025, and one existing operator on a cash basis of revenue recognition, as collection of substantially all contractual lease payments due from them was not deemed probable .

During the second quarter of 2025, there was a $ 15.5 million write-off of straight-line rent receivable associated with placing the existing operator on a cash basis of revenue recognition, as we received information regarding substantial doubt of its ability to continue as a going concern.

The lease agreements with the two new operators were executed in 2025 as part of the transition of facilities from prior operators.

As we had no previous relationship with these new operators and collection of substantially all contractual lease payments due from the new operator was not deemed probable, we placed the new operators on a cash basis of revenue recognition 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 six months ended June 30, 2025, we also wrote-off $ 2.1 million of straight-line rent receivable balances through rental income as a result of transitioning facilities between operators.

During the six months ended June 30, 2024, we placed one new operator on a cash basis of revenue recognition.

During the nine months ended September 30, 2025, we also wrote-off $ 2.1 million of straight-line rent receivable balances through rental income as a result of transitioning facilities between operators.

During the nine months ended September 30, 2024, we placed one new operator on a cash basis of revenue recognition.

In the first quarter of 2024, we entered into a lease with the new operator as part of the transition of facilities from another operator.

As we had no previous relationship with this new operator and collection of substantially all contractual lease payments due from the new operator was not deemed probable, we placed the new operator on a cash basis of revenue recognition.

We did no t have any straight-line receivable write-offs through rental income as a result of placing operators on a cash basis of revenue recognition during the three and six months ended June 30, 2024, respectively.

As of June 30, 2025, we had 22 operators on a cash basis for revenue recognition, which represent 17.5 % and 20.6 % of our total revenues for the six months ended June 30, 2025 and 2024, respectively.

We did no t have any straight-line receivable write-offs through rental income as a result of placing operators on a cash basis of revenue recognition during the three and nine months ended September 30, 2024, respectively.

As of September 30, 2025, we had 20 operators on a cash basis for rental revenue recognition, which represent 18.5 % and 19.3 % of our total revenues for the nine months ended September 30, 2025 and 2024, respectively.

Rent Deferrals and Application of Collateral

During each of the six months ended June 30, 2025 and 2024, we allowed two and three operators to defer $ 2.7 million and $ 1.8 million, respectively, of contractual rent and interest.

The deferrals during the six months ended June 30, 2025 and 2024 primarily related to Maplewood ($ 2.4 million and $ 1.5 million, respectively).

During each of the six months ended June 30, 2025 and 2024, we received repayments of deferred rent of $ 2.6 million and $ 1.0 million, respectively.

Additionally, we allowed one and four operators to apply collateral, such as security deposits or letters of credit, to contractual rent and interest during the six months ended June 30, 2025 and 2024, respectively.

The total collateral applied to contractual rent and interest was $ 4.3 million and $ 0.6 million for the six months ended June 30, 2025 and 2024, respectively.

Lease Inducements

As discussed in Note 2 – Real Estate Assets, we agreed to a one-time $ 10.0 million lease inducement payment to an operator in connection with a new lease agreement executed in the first quarter of 2025.

As this operator is on a cash basis of revenue recognition, the inducement was written off and recorded as a reduction to the rental income recognized for the six months ended June 30, 2025.

During each of the nine months ended September 30, 2025 and 2024, we allowed two and four operators to defer $ 4.4 million and $ 3.0 million, respectively, of contractual rent and interest.

The deferrals during the nine months ended September 30, 2025 and 2024 primarily related to Maplewood ($ 3.9 million and $ 2.5 million, respectively).

During each of the nine months ended September 30, 2025 and 2024, we received repayments of deferred rent of $ 6.0 million and $ 1.2 million, respectively.

Additionally, we allowed one and five operators to apply collateral, such as security deposits or letters of credit, to contractual rent and interest during the nine months ended September 30, 2025 and 2024, respectively.

The total collateral applied to contractual rent and interest was $ 4.3 million and $ 1.7 million for the nine months ended September 30, 2025 and 2024, respectively.

Operator Collectibility Updates

For the three and six months ended June 30, 2025, Maplewood paid $ 14.4 million and $ 28.0 million of contractual rent, respectively, falling short of the $ 17.3 million and $ 34.6 million of contractual rent due under its lease agreement for those periods, respectively.

For the three and nine months ended September 30, 2025, Maplewood paid $ 15.3 million and $ 43.3 million of contractual rent, respectively, falling short of the $ 17.3 million and $ 51.9 million of contractual rent due under its lease agreement for those periods, respectively.

These amounts exclude contractual rent and payments related to Inspir Embassy Row in Washington D.C.

of $ 3.2 million and $ 5.3 million for the three and six months ended June 30, 2025, respectively, which were paid in full and are separately discussed in Note 2 – Real Estate Assets.

Maplewood also did not pay any of the $ 3.1 million and $ 5.4 million of contractual interest due under the secured revolving credit facility for the three and six months ended June 30, 2025, respectively.

of $ 3.3 million and $ 8.6 million for the three and nine months ended September 30, 2025, respectively, which were paid in full and are separately discussed in Note 2 – Real Estate Assets.

Maplewood also did not pay any of the $ 3.2 million and $ 8.6 million of contractual interest due under the secured revolving credit facility for the three and nine months ended September 30, 2025, respectively.

Maplewood initially short-paid the contractual rent amount due under its lease agreement during the second quarter of 2023 and has not made full contractual rent and interest payments since that time.

Maplewood is on a cash basis of revenue recognition for lease purposes, so rental income is only recorded for contractual rent payments that were received from Maplewood for the respective periods.

We recorded rental income of $ 14.4 million and $ 11.8 million for the three months ended June 30, 2025 and 2024, respectively, and $ 28.0 million and $ 23.1 million for the six months ended June 30, 2025 and 2024, respectively .

As discussed further in Note 5 – Real Estate Loans Receivable, no interest income was recorded on the Maplewood secured revolving credit facility during the three and six months ended June 30, 2025 and 2024 as the loan is on non-accrual status for interest recognition.

In July 2025, Maplewood short-paid the contractual rent and interest amounts due under its lease and loan agreements by $ 1.8 million.

As previously disclosed, we entered into a settlement agreement with the Greg Smith, principal and chief executive officer of Maplewood, estate (the “Estate”) in the third quarter of 2024 that, among other things, grants Omega the right to direct the assignment of Mr.

Excluding revenue related to Inspir Embassy Row in Washington D.C., we recorded rental income of $ 15.3 million and $ 12.1 million for the three months ended September 30, 2025 and 2024, respectively, and $ 43.3 million and $ 35.2 million for the nine months ended September 30, 2025 and 2024, respectively .

As discussed further in Note 5 – Real Estate Loans Receivable, no interest income was recorded on the Maplewood secured revolving credit facility during the three and nine months ended September 30, 2025 and 2024 as the loan is on non-accrual status for interest recognition.

In October 2025, Maplewood short-paid the contractual rent and interest amounts due under its lease and loan agreements by $ 1.7 million.

As previously disclosed, we entered into a settlement agreement with the estate of Greg Smith, principal and chief executive officer of Maplewood (the “Estate”), in the third quarter of 2024 that, among other things, granted Omega the right to direct the assignment of Mr.

Smith’s equity to the key members of the existing Maplewood management team or 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.

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

Smith’s guaranty until August 2025, and requires Omega to refrain from exercising contractual rights or remedies in connection with the defaults.

The transition terms are in the process of being finalized, and while preliminary regulatory approvals related to the operating assets’ transfer of licensure have been received, the transition is subject to completion of the final agreements and receipt of final regulatory approvals of such licensure transfer.

LaVie Care Centers, LLC (“LaVie”) commenced voluntary cases under Chapter 11 of the U.S.

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The amended master lease has a lease term ending December 31, 2037 and requires monthly rent payments of $ 3.1 million, which escalate 2.5 % annually.

For the three and six months ended June 30, 2025, LaVie paid full contractual rent of $ 6.2 million and $ 15.5 million, respectively, through the date the plan of reorganization became effective.

As LaVie is on a cash basis of revenue recognition for lease purposes, rental income recorded was equal to cash received of $ 6.2 million and $ 5.9 million during the three months ended June 30, 2025 and 2024, respectively, and $ 15.5 million and $ 10.3 million during the six months ended June 30, 2025 and 2024, respectively .

Avardis paid full contractual rent of $ 3.1 million in June and July 2025, following the effective date of the plan of reorganization.

Avardis is on a straight-line basis for rental income recognition, and we recognized $ 3.6 million of rental income related to Avardis for June 2025.

We did no t recognize any interest income related to LaVie during the three and six months ended June 30, 2025 and 2024, as the three loans that were outstanding during the periods have interest paid-in-kind (“PIK”) and are on non-accrual status.

Genesis Healthcare, Inc.

(“Genesis”) was placed on a cash basis of rental revenue recognition during the third quarter of 2020 based on information the Company received from Genesis regarding substantial doubt as to their ability to continue as a going concern.

Genesis continued to make their rent and interest payments to us until March 2025, when it failed to make the rent payment due under its lease agreement and the interest payment due under one of its three loan agreements.

During the second quarter of 2025, Genesis made all required contractual rent and interest payments.

As Genesis is on a cash basis of revenue recognition, we recognized rental income related to Genesis of $ 12.8 million and $ 25.3 million (which includes $ 21.1 million for contractual rent payments received and $ 4.2 million from the application of proceeds from the letter of credit that was held as collateral from Genesis) during the three and six months ended June 30, 2025, respectively.

During the three and six months ended June 30, 2024, we recognized rental income of $ 11.9 million and $ 23.8 million, respectively, for contractual rent payments received from Genesis.

In addition, we recognized $ 4.1 million and $ 8.3 million of interest income (which includes $ 0.1 million from the application of proceeds from the letter of credit) related to three loans with Genesis during the three and six months ended June 30, 2025, respectively.

The $ 13.0 million real estate loan with Genesis was settled in full in May 2025 so only the two term loans discussed in Note 6 – Non-Real Estate Loans Receivable remain outstanding as of June 30, 2025.

We recognized $ 3.7 million and $ 7.2 million of interest income related to two term loans with Genesis during the three and six months ended June 30, 2024, respectively.

As of June 30, 2025, there was $ 3.5 million remaining under the letter of credit.

During the first and second quarters of 2025, LaVie paid full contractual rent of $ 15.5 million through the date the plan of reorganization became effective.

As LaVie was on a cash basis of revenue recognition for lease purposes, rental income recorded was equal to cash received $ 9.2 million during the three months ended September 30, 2024, and $ 15.5 million and $ 19.5 million during the nine months ended September 30, 2025 and 2024, respectively .

We did no t recognize any interest income related to LaVie during the three and nine months ended September 30, 2025 and 2024, as the three loans that were outstanding during the periods have interest paid-in-kind (“PIK”) and are on non-accrual status.

Following the June 1, 2025 effective date of the plan of reorganization, Avardis paid full contractual rent of $ 9.4 million and $ 12.5 million during the three and nine months ended September 30, 2025, respectively.

Avardis is on a straight-line basis for rental income recognition, and we recognized $ 11.0 million and $ 14.6 million of rental income related to Avardis during the three and nine months ended September 30, 2025, respectively.

In March 2025, Genesis Healthcare, Inc.

(“Genesis”), an operator on a cash basis of rental revenue recognition, failed to make a rent payment due under its lease agreement and interest payment due under one of its three loan agreements.

In July 2025, Genesis commenced voluntary cases under Chapter 11 of the U.S.

1 unchanged sentence

Bankruptcy Court for the Northern District of Texas, Dallas Division.

Genesis will continue to operate, as a debtor-in-possession (“DIP”), the 31 facilities subject to a master lease agreement with Omega, unless and until Genesis’ leasehold interest under the master lease agreement is rejected or assumed and assigned.

We committed to provide, along with other lenders, up to $ 8.0 million of a $ 30.0 million junior secured DIP financing to Genesis , as further discussed in Note 6 – Non-Real Estate Loans Receivable.

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

In July 2025, prior to filing for bankruptcy, Genesis paid full contractual rent and interest due of $ 4.8 million.

As discussed in Note 6 – Non-real Estate Loans Receivable, 8.2 % per annum of the total 13.2 % per annum interest on the term loans is PIK interest.

Genesis will continue to operate the 31 facilities subject to a master lease agreement with Omega as a debtor-in-possession (“DIP”), unless and until Genesis’ leasehold interest under the master lease agreement is rejected or assumed and assigned.

We provided $ 8.0 million of a $ 30.0 million junior secured DIP financing to Genesis , along with other lenders, as further discussed in Note 6 – Non-Real Estate Loans Receivable.

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

Since commencing the bankruptcy process in July 2025, Genesis made all required contractual rent and interest payments in August and September 2025.

We recognized rental income related to Genesis of $ 12.9 million and $ 38.2 million (which includes $ 34.0 million for contractual rent payments received and $ 4.2 million from the application of proceeds from the letter of credit in March 2025 that was held as collateral from Genesis) during the three and nine months ended September 30, 2025, respectively.

During the three and nine months ended September 30, 2024, we recognized rental income of $ 12.1 million and $ 35.9 million, respectively, for contractual rent payments received from Genesis.

In addition, we recognized $ 4.3 million and $ 12.6 million of interest income (which includes $ 0.1 million from the application of proceeds from the letter of credit) related to loans with Genesis during the three and nine months ended September 30, 2025, respectively.

We recognized $ 3.7 million and $ 10.9 million of interest income related to loans with Genesis during the three and nine months ended September 30, 2024, respectively.

As of September 30, 2025, there was $ 3.5 million remaining under the letter of credit that we hold as collateral from Genesis.

In October 2025, Genesis paid full contractual rent and interest due of $ 4.4 million.

NOTE 5 – REAL ESTATE LOANS RECEIVABLE

Real estate loans consist of mortgage notes 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 June 30, 2025, our real estate loans receivable consists of 23 fixed rate mortgage notes on 97 long-term care facilities and 20 other real estate loans.

As of September 30, 2025, our real estate loans receivable consists of 22 fixed rate mortgage notes on 96 long-term care facilities and 21 other real estate loans.

The facilities subject to the mortgage notes are operated by 17 independent healthcare operating companies and are located in 12 U.S.

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A summary of our real estate loans receivable by loan type is as follows:

As of June 30, 2025

As of September 30, 2025

Average Years

September 30,

Interest Rate

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(1) Consists of mortgage notes with maturity dates ranging from 2025 through 2037 (with $ 184.0 million maturing in 2025).

Two of the mortgage notes with an aggregate principal balance of $ 12.5 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.

One mortgage note is past due that has a principal balance of $ 6.4 million and has been written down, through our allowance for credit losses, to the estimated fair value of the underlying collateral of $ 1.5 million.

(2) Consists of other real estate loans with maturity dates ranging from 2025 through 2035 (with $ 24.6 million maturing in 2025).

None of the loans are past due.

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

Three Months Ended June 30,

Six Months Ended June 30,

Three Months Ended September 30,

Nine Months Ended September 30,

(in thousands)

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Three Months Ended

Six Months Ended

Nine Months Ended

September 30,

(in thousands)

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Net cash advances (repayments) on real estate loans receivable

(1) For the three and six months ended June 30, 2025, consists of advances under 12 and 14 new real estate loans originated during 2025 with weighted average interest rates of 10.0 % and 10.3 % , respectively.

For the three and six months ended June 30, 2024, consists of advances under four and 11 new real estate loans with weighted average interest rates of 11.5 % and 10.2 % , respectively.

(2) The six months ended June 30, 2025 includes $ 40.6 million of early repayments on mortgage notes with a weighted average interest rate of 11.6 % , as of the repayment date, subject to the master mortgage agreement with Ciena Healthcare Management, Inc (“Ciena”).

(1) For the three and nine months ended September 30, 2025, consists of advances under three and 17 new real estate loans, respectively, that originated during 2025 with weighted average interest rates of 10.0 % and 10.3 % , respectively.

For the three and nine months ended September 30, 2024, consists of advances under 10 and 19 new real estate loans, respectively, that originated during 2024 with weighted average interest rates of 10.2 % .

(2) The nine months ended September 30, 2025 includes $ 40.6 million of early repayments on mortgage notes with a weighted average interest rate of 11.6 % , as of the repayment date, subject to the master mortgage agreement with Ciena Healthcare Management, Inc (“Ciena”).

Excludes principal recoveries on loans written off in prior periods and cash recoveries related to interest payments received on loans that are written down to fair value and are being accounted for under the cost recovery method in which any payments received are applied directly against the principal balance outstanding.

Also excludes $ 10.1 million related to a non-cash acquisition of one facility previously subject to a mortgage loan with Omega in which the principal amount under the loan agreement was settled in exchange for title to the facility (see Note 2 – Real Estate Assets).

Included below is additional discussion on any significant new loans issued and significant updates to any existing loans.

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We have a $ 320 million revolving credit facility with Maplewood (the “Maplewood Revolver”) that bears interest at 7 % per annum (consisting of 4 % per annum of cash interest and 3 % per annum PIK for 2025) and matures in June 2035 .

The amortized cost basis of the Maplewood Revolver was $ 263.6 million as of June 30, 2025 and December 31, 2024.

The amortized cost basis of the Maplewood Revolver was $ 263.6 million as of September 30, 2025 and December 31, 2024.

Due to liquidity issues of the borrower, the Maplewood Revolver is on non-accrual status.

Maplewood failed to make aggregate cash interest payments that were required under the loan agreement of $ 3.1 million and $ 5.4 million during the three and six months ended June 30, 2025, respectively, and of $ 0.7 million and $ 1.2 million during the three and six months ended June 30, 2024, respectively.

As such, we did no t record any interest income for the Maplewood Revolver during the three and six months ended June 30, 2025 and 2024.

Maplewood failed to make aggregate cash interest payments that were required under the loan agreement of $ 3.2 million and $ 8.6 million during the three and nine months ended September 30, 2025, respectively, and of $ 0.8 million and $ 2.0 million during the three and nine months ended September 30, 2024, respectively.

As such, we did no t record any interest income for the Maplewood Revolver during the three and nine months ended September 30, 2025 and 2024.

As of September 30, 2025, the internal risk rating on the loan is a 5, which we believe appropriately reflects the risks associated with the loan as of September 30, 2025.

See the allowance for credit losses attributable to real estate loans with a 5 internal risk rating within Note 7 – Allowance for Credit Losses.

As discussed within Note 4 – Contractual Receivables and Other Receivables and Lease Inducements, Omega entered into a settlement agreement with the Estate during the third quarter of 2024 that, among other things, grants Omega the right to direct the assignment of Mr.

Smith’s equity to the key members of the existing Maplewood management team or their designee(s), with the Estate remaining liable under Mr.

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

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

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

As of June 30, 2025, the internal risk rating on the loan is a 5, which we believe appropriately reflects the risks associated with the loan as of June 30, 2025.

See the allowance for credit losses attributable to real estate loans with a 5 internal risk rating within Note 7 – Allowance for Credit Losses.

Smith’s guaranty until August 2025, and requires Omega to refrain from exercising contractual rights or remedies in connection with the defaults.

If the equity assignments are not completed, we may incur a substantial loss on the Maplewood Revolver up to the amortized cost basis of the loan.

NOTE 6 – NON-REAL ESTATE LOANS RECEIVABLE

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These loans may be either unsecured or secured by the collateral of the borrower, which may include the working capital of the borrower and/or personal guarantees.

As of June 30, 2025, we had 46 loans with 32 different borrowers.

As of September 30, 2025, we had 44 loans with 30 different borrowers.

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

As of June 30, 2025

As of September 30, 2025

Average Years

September 30,

Interest Rate

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(2) Consists of other loans receivable with maturity dates ranging from 2025 to 2037 (with $ 38.8 million maturing in 2025 ).

Two of the other notes outstanding with an aggregate principal balance of $ 10.0 million are past due and have been reserved down to the estimated fair value of the underlying collateral of zero through our allowance for credit losses.

For the three and six months ended June 30, 2025, non-real estate loans generated interest income of $ 10.0 million and $ 20.0 million, respectively.

For the three and six months ended June 30, 2024, non-real estate loans generated interest income of $ 7.1 million and $ 14.2 million, respectively.

One of the other notes outstanding with a principal balance of $ 6.4 million is past due and has been reserved down to the estimated fair value of the underlying collateral of zero through our allowance for credit losses.

For the three and nine months ended September 30, 2025, non-real estate loans generated interest income of $ 10.4 million and $ 30.4 million, respectively.

For the three and nine months ended September 30, 2024, non-real estate loans generated interest income of $ 6.3 million and $ 20.5 million, respectively.

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

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Three Months Ended

Six Months Ended

Nine Months Ended

September 30,

(in thousands)

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Net cash advances (repayments) on non-real estate loans receivable

(1) For the three and six months ended June 30, 2025, consists of advances under three and four new non-real estate loans, respectively, originated during 2025 with a weighted average interest rate of 10.0 % .

For the three and six months ended June 30, 2024, consists of advances under five new non-real estate loans with a weighted average interest rate of 10.0 % .

(1) For the three and nine months ended September 30, 2025, consists of advances under three and seven new non-real estate loans, respectively, that originated during 2025 with weighted average interest rates of 12.8 % and 12.1 % , respectively.

For the three and nine months ended September 30, 2024, consists of advances under four and seven new non-real estate loans, respectively, that originated during 2024 with a weighted average interest rate of 9.9 % .

(2) Excludes principal recoveries on loans written off in prior periods and cash recoveries related to interest payments received on loans that are written down to fair value and are being accounted for under the cost recovery method in which any payments received are applied directly against the principal balance outstanding.

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Genesis Non-Real Estate Loans

As of June 30, 2025, we had two secured term loans outstanding with Genesis that had an aggregate balance of $ 120.8 million both maturing on June 30, 2026 .

The loans currently bear interest at a weighted average fixed interest rate of 13.2 % per annum, of which 8.2 % per annum is PIK interest and 5.0 % per annum is cash interest.

The loans are collateralized by a first lien on the equity of several ancillary businesses of Genesis.

Genesis made all required interest payments under both of the term loans during the three and six months ended June 30, 2025.

As discussed in Note 4 – Contractual Receivables and Other Receivables and Lease Inducements, Omega applied collateral to cover March 2025 contractual rent under its lease agreement and March 2025 contractual interest due under a $ 13.0 million other real estate loan agreement with Genesis, which was subsequently settled in May 2025.

As part of our ongoing credit loss procedures, we evaluated the fair value of the collateral available to us under the two term loan agreements and estimate there is sufficient collateral to support the outstanding principal on the loans.

As a result of this collateral, the loans remain on an accrual basis.

As of June 30, 2025, the internal risk rating on the two loans is a 4, which we believe appropriately reflects the risks associated with the loans as of June 30, 2025.

See the allowance for credit losses attributable to non-real estate loans with a 4 internal risk rating within Note 7 – Allowance for Credit Losses.

As discussed in Note 4 – Contractual Receivables and Other Receivables and Lease Inducements, in July 2025, Genesis commenced voluntary cases under Chapter 11 of the U.S.

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As described in Genesis’ filings with the Bankruptcy Court, in July 2025 we agreed to provide, along with other lenders, up to $ 8.0 million of a $ 30.0 million DIP financing to Genesis to support sufficient liquidity to, among other things, operate its facilities during bankruptcy.

The DIP loan bears PIK interest at 15.0 % , per annum, payable monthly in arrears.

The interim DIP order stated that the loan would bear PIK interest at 15.0 % per annum, payable monthly in arrears.

However, the final DIP order approved in August 2025 retroactively reduced the PIK interest rate on the entire DIP financing to 14.0 % per annum, payable monthly in arrears.

The principal is due upon maturity.

Currently, the DIP loan matures on the earlier of (i) February 4, 2026 , (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 third and fourth priority security interest in all of Genesis’ assets, which includes a third priority security interest in cash and accounts receivable.

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

The interim DIP order approved the DIP budget which allows payments due under the DIP loan and Omega’s existing term loans to be satisfied in kind during the bankruptcy, except for budgeted adequate protection payments that will be made on Omega’s existing term loans.

The DIP lenders hold a third and fourth priority security interest in all of Genesis’ assets, which includes a third priority security interest in cash and accounts receivable, other than (i) certain claims and causes of action arising under the US.

Bankruptcy Code and (ii) any causes of action that are not accounts receivable or accounts ((i) and (ii), collectively, “Excluded Claims”).

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

As of September 30, 2025, in addition to its DIP financing, Omega has two secured term loans with Genesis totaling $ 124.7 million in outstanding principal, both maturing on June 30, 2026 .

Prior to Genesis filing for bankruptcy in July 2025, the two term loans bore interest at a weighted average fixed interest rate of 13.2 % per annum, of which 8.2 % per annum was PIK interest and 5.0 % per annum was cash interest.

The interim DIP order approved, as part of the bankruptcy process, the DIP budget which allows interest payments due under the Omega’s existing term loans to be satisfied in kind during the bankruptcy, except for budgeted adequate protection payments that will be applied as interest on one of Omega’s existing term loans.

During the third quarter of 2025, we received $ 0.1 million of adequate protection payments.

The two term loans are primarily collateralized by a first priority lien on the equity of several ancillary businesses of Genesis.

As part of our ongoing credit loss procedures, we evaluated the fair value of the collateral available to us under the two term loan agreements and the DIP financings based on current appraisals and market conditions and determined there is sufficient collateral to support the outstanding principal on the loans.

Based on our determination regarding the sufficiency of the collateral, the loans remain on an accrual basis.

As of September 30, 2025, the internal risk rating on the two term loans and the DIP financing is a 4, which we believe appropriately reflects the risks associated with the loans as of September 30, 2025.

NOTE 7 – ALLOWANCE FOR CREDIT LOSSES

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

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

Financial Statement Line Item

Allowance for Credit Loss as of December 31, 2024

Provision (Recovery) for Credit Loss for the six months ended June 30, 2025 (1)

Write-offs charged against allowance for the six months ended June 30, 2025

Other reductions to the allowance for the six months ended June 30, 2025

Allowance for Credit Loss as of June 30, 2025

Provision (Recovery) for Credit Loss for the nine months ended September 30, 2025 (1)

Write-offs charged against allowance for the nine months ended September 30, 2025

Other reductions to the allowance for the nine months ended September 30, 2025

Allowance for Credit Loss as of September 30, 2025

(in thousands)

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Unfunded non-real estate loan commitments

(1) During the six months ended June 30, 2025, we received proceeds of $ 1.7 million from the liquidating trust related to the $ 25.0 million DIP facility to Gulf Coast Health Care LLC (“Gulf Coast”) and proceeds of $ 0.3 million related to one other real estate loan, which resulted in a recovery for credit losses of $ 2.0 million.

(1) During the nine months ended September 30, 2025, we received proceeds of $ 2.0 million from the liquidating trust related to the $ 25.0 million DIP facility to Gulf Coast Health Care LLC (“Gulf Coast”) and proceeds of $ 0.3 million related to one other real estate loan, which resulted in a recovery for credit losses of $ 2.3 million.

Both of these loans and related reserves were previously written off, so the $ 2.3 million aggregate recovery is not included in the rollforward above.

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(3) Represents the allowance for credit losses related to an investment in a direct financing lease that was reclassified to real estate assets in connection with the termination of the lease in the first half of 2025 as discussed further in Note 2 – Real Estate Assets.

(4) Amount reflects the write-off of the reserves associated with the $ 10.0 million DIP financing and the $ 8.3 million term loan to LaVie (which were both previously fully reserved) that were discharged as part of the LaVie plan of reorganization that was made effective on June 1, 2025.

A rollforward of our allowance for credit losses for the six months ended June 30, 2024 is as follows:

A rollforward of our allowance for credit losses for the nine months ended September 30, 2024 is as follows:

Financial Statement Line Item

Allowance for Credit Loss at December 31, 2023

Provision (Recovery) for Credit Loss for the six months ended June 30, 2024 (1)

Write-offs charged against allowance for the six months ended June 30, 2024

Allowance for Credit Loss as of June 30, 2024

Provision (Recovery) for Credit Loss for the nine months ended September 30, 2024 (1)

Write-offs charged against allowance for the nine months ended September 30, 2024

Allowance for Credit Loss as of September 30, 2024

(in thousands)

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Unfunded non-real estate loan commitments

(1) During the six months ended June 30, 2024, we received proceeds of $ 3.3 million from the liquidating trust related to the $ 25.0 million DIP facility to Gulf Coast, which resulted in a recovery for credit losses of $ 3.3 million that is not included in the rollforward above since we had previously written-off the loan balance and related reserve.

(1) During the nine months ended September 30, 2024, we received proceeds of $ 5.0 million from the liquidating trust related to the $ 25.0 million DIP facility to Gulf Coast, which resulted in a recovery for credit losses of $ 5.0 million that is not included in the rollforward above since we had previously written-off the loan balance and related reserve.

(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 5 during the first quarter of 2024.

See Note 5 – Real Estate Loans Receivable for additional information.

See Note 5 – Real Estate Loans Receivable for additional information on the Maplewood Revolver.

(3) The amount includes cash recoveries of $ 3.5 million related to interest payments received on loans that are written down to fair value and are being accounted for under the cost recovery method in which any payments received are applied directly against the principal balance outstanding.

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Revolving Loans

Balance as of June 30, 2025

Balance as of September 30, 2025

(in thousands)

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We have elected the practical expedient to exclude interest receivable from our allowance for credit losses.

As of June 30, 2025 and December 31, 2024, we have excluded $ 11.6 million and $ 11.1 million, respectively, of contractual interest receivables and $ 2.1 million and $ 1.8 million, respectively, of effective yield interest receivables from our allowance for credit losses.

As of September 30, 2025 and December 31, 2024, we have excluded $ 12.5 million and $ 11.1 million, respectively, of contractual interest receivables and $ 2.2 million and $ 1.8 million, respectively, of effective yield interest receivables from our allowance for credit losses.

We write off contractual interest receivables to provision for credit losses in the period we determine the interest is no longer considered collectible.

During the three months ended June 30, 2025 and 2024, we recognized $ 0.1 million and $ 1.2 million, respectively, of interest income related to loans on non-accrual status as of June 30, 2025.

During the six months ended June 30, 2025 and 2024, we recognized $ 0.6 million and $ 2.2 million, respectively, of interest income related to loans on non-accrual status as of June 30, 2025.

During the three months ended September 30, 2025 and 2024, we recognized $ 0.9 million and $ 0.6 million, respectively, of interest income related to loans on non-accrual status as of September 30, 2025.

During the nine months ended September 30, 2025 and 2024, we recognized $ 1.5 million and $ 2.8 million, respectively, of interest income related to loans on non-accrual status as of September 30, 2025.

NOTE 8 – VARIABLE INTEREST ENTITIES

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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.

Below is a summary of our assets, liabilities, collateral and maximum exposure to loss associated with these unconsolidated VIEs as of June 30, 2025 and December 31, 2024:

Below is a summary of our assets, liabilities, collateral and maximum exposure to loss associated with these unconsolidated VIEs as of September 30, 2025 and December 31, 2024:

September 30,

(in thousands)

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Real estate loans receivable – net

Investments in unconsolidated joint ventures

Investments in unconsolidated entities

Non-real estate loans receivable – net

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Maximum exposure to loss

(1) Amount excludes accounts receivable that Omega has a security interest in as collateral under the two working capital loans with operators that are unconsolidated VIEs.

The fair value of the accounts receivable available to Omega was $ 6.1 million and $ 5.5 million as of June 30, 2025 and December 31, 2024, respectively.

(2) The decrease in the balance from December 31, 2024 to June 30, 2025 primarily relates to the transition of facilities from LaVie to Avardis during the second quarter of 2025, as discussed further in Note 4 – Contractual Receivables and Other Receivables and Lease Inducements.

(1) The decrease in the balance from December 31, 2024 to September 30, 2025 primarily relates to the transition of facilities from LaVie to Avardis during the second quarter of 2025, as discussed further in Note 4 – Contractual Receivables and Other Receivables and Lease Inducements.

In determining our maximum exposure to loss from the unconsolidated VIEs, we considered the underlying carrying value of the real estate subject to leases with the operator and other collateral, if any, supporting our other investments, which may include accounts receivable, security deposits, letters of credit or personal guarantees, if any, as well as other liabilities recognized with respect to these operators.

The table below reflects our total revenues from the operators that are considered unconsolidated VIEs, following the date they were determined to be VIEs, for the three and six months ended June 30, 2025 and 2024:

Three Months Ended June 30,

Six Months Ended June 30,

The table below reflects our total revenues from the operators that are considered unconsolidated VIEs, following the date they were determined to be VIEs, for the three and nine months ended September 30, 2025 and 2024:

Three Months Ended September 30,

Nine Months Ended September 30,

(in thousands)

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We have consolidated this VIE because we have concluded that we are the primary beneficiary of this VIE based on our ability to direct the activities that most significantly impact the joint venture’s economic performance and our rights to receive residual returns and obligation to absorb losses arising from the joint venture.

As of June 30, 2025 and December 31, 2024, this joint venture has $ 23.8 million and $ 24.3 million, respectively, of total assets, and $ 20.8 million of total liabilities, which are included in our Consolidated Balance Sheets.

NOTE 9 – INVESTMENTS IN JOINT VENTURES

Unconsolidated Joint Ventures

The following is a summary of our investments in unconsolidated joint ventures (dollars in thousands):

As of September 30, 2025 and December 31, 2024, this joint venture has $ 23.5 million and $ 24.3 million, respectively, of total assets, and $ 20.9 million and $ 20.8 million, respectively of total liabilities, which are included in our Consolidated Balance Sheets.

NOTE 9 – INVESTMENTS IN UNCONSOLIDATED ENTITIES

Unconsolidated Entities

The following is a summary of our investments in unconsolidated entities (dollars in thousands):

Carrying Amount

September 30,

Entity/Description

Lakeway Realty, L.L.C.

Specialty facility

Second Spring Healthcare Investment

Other Real Estate JVs (2)(3)

In Substance Real Estate Investments (2)

Other Healthcare JVs (3)(4)

(1) Ownership percentages and facility counts are as of June 30, 2025.

(2) Includes three joint ventures formed for the purpose of owning or providing financing for SNFs, ALFs or specialty facilities.

(3) As of June 30, 2025, and December 31, 2024, we had an aggregate of $ 18.5 million of loans outstanding with these joint ventures.

Other Real Estate JVs (4)(5)

Second Spring Healthcare Investment

(1) Ownership percentages and facility counts are as of September 30, 2025.

(2) During the third quarter of 2025, we entered into three mortgage loan agreements with maximum borrowings of $ 77.7 million that are secured by 12 facilities.

Under the three mortgage loan agreements, we are able to participate in the residual profits of the facilities, subject to the mortgage, upon a sale or refinancing.

We evaluated the characteristics of these three investments, including the associated risks and rewards, and have determined they are more similar to those associated with an investment in real estate than a loan.

Arrangements with characteristics in line with real estate joint ventures are treated as in substance real estate investments and accounted for using the equity method.

We have determined that the three borrowers under the mortgage loans are VIEs but we have not consolidated the borrowers because we are not the primary beneficiary.

(3) Includes six joint ventures engaged in business that support the long-term healthcare industry and our operators.

(4) As of September 30, 2025, and December 31, 2024, we had an aggregate of $ 18.5 million of loans outstanding with these joint ventures.

(5) Includes three joint ventures formed for the purpose of owning or providing financing for SNFs, ALFs or specialty facilities.

NOTE 10 – GOODWILL AND OTHER INTANGIBLES

The following is a summary of our goodwill as of June 30, 2025 and December 31, 2024:

The following is a summary of our goodwill as of September 30, 2025 and December 31, 2024:

(in thousands)

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Foreign currency translation

Balance as of June 30, 2025

The following is a summary of our intangible assets and liabilities as of June 30, 2025 and December 31, 2024:

Balance as of September 30, 2025

The following is a summary of our intangible assets and liabilities as of September 30, 2025 and December 31, 2024:

September 30,

(in thousands)

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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 three months ended June 30, 2025 and 2024, our net amortization related to intangibles was $( 0.6 ) million and $ 0.6 million, respectively.

For the six months ended June 30, 2025 and 2024, our net amortization related to intangibles was $( 0.8 ) million and $ 1.1 million, respectively.

For the three months ended September 30, 2025 and 2024, our net amortization related to intangibles was $( 0.5 ) million and $ 1.2 million, respectively.

For the nine months ended September 30, 2025 and 2024, our net amortization related to intangibles was $( 1.3 ) million and $ 2.3 million, respectively.

The estimated net amortization expense related to these intangibles for the remainder of 2025 and the next four years is as follows:

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2028 – $( 2.1 ) million and 2029 – $( 2.2 ) million.

As of June 30, 2025, the weighted average remaining amortization period of above market lease assets is ten years and below market lease liabilities is nine years .

As of September 30, 2025, the weighted average remaining amortization period of above market lease assets is ten years and below market lease liabilities is nine years .

NOTE 11 – CONCENTRATION OF RISK

As of June 30, 2025, our portfolio of real estate investments consisted of 1,056 healthcare facilities (including properties associated with mortgages, assets held for sale and consolidated joint ventures), along with other real estate loans receivable (excluding mortgages) of $ 484.3 million and $ 85.4 million of investments in 11 unconsolidated joint ventures.

As of September 30, 2025, our portfolio of real estate investments consisted of 1,047 healthcare facilities (including properties associated with mortgages, assets held for sale and consolidated joint ventures), along with other real estate loans receivable (excluding mortgages) of $ 491.7 million and $ 150.3 million of investments in 14 unconsolidated entities.

These healthcare facilities are located in 42 states, Washington, D.C., the U.K.

and Jersey, and are operated by 91 third-party operators.

Our investment in these healthcare facilities, net of impairments and allowances, totaled $ 10.6 billion at June 30, 2025, with 98 % of our real estate investments related to long-term healthcare facilities.

Our portfolio of healthcare facilities is made up of (i) 577 SNFs, 342 ALFs, 19 ILFs, 18 specialty facilities and one medical office building, (ii) fixed rate mortgages on 50 SNFs, 44 ALFs, two ILFs and one specialty facility, and (iii) two facilities that are held for sale.

As of June 30, 2025, our total investments also include non-real estate loans receivable of $ 333.3 million.

Our investment in these healthcare facilities, net of impairments and allowances, totaled $ 10.5 billion at September 30, 2025, with 98 % of our real estate investments related to long-term healthcare facilities.

Our portfolio of healthcare facilities is made up of (i) 569 SNFs, 343 ALFs, 20 ILFs, 18 specialty facilities and one medical office building, and (ii) fixed rate mortgages on 50 SNFs, 43 ALFs, two ILFs and one specialty facility.

As of September 30, 2025, our total investments also include non-real estate loans receivable of $ 339.7 million.

Operator Concentration

As of June 30, 2025 and December 31, 2024, we had total investments (before accumulated depreciation and allowances) with one operator that approximated or exceeded 10% of our total investments:

Maplewood generated 6.9 % and 4.7 % of our total revenues for the three months ended June 30, 2025 and 2024, respectively, and 6.6 % and 4.7 % of our total revenues for the six months ended June 30, 2025 and 2024, respectively.

During the three and six months ended June 30, 2025, we also have one operator with total revenues that exceeded 10% of our total revenues:

As of September 30, 2025 and December 31, 2024, we had total investments (before accumulated depreciation and allowances) with one operator that approximated or exceeded 10% of our total investments:

Maplewood generated 6.7 % and 4.4 % of our total revenues for the three months ended September 30, 2025 and 2024, respectively, and 6.6 % and 4.6 % of our total revenues for the nine months ended September 30, 2025 and 2024, respectively.

During the nine months ended September 30, 2025, we also have one operator with total revenues that exceeded 10% of our total revenues:

CommuniCare Health Services, Inc.

(“CommuniCare”).

CommuniCare generated 10.9 % and 12.5 % of our total revenues for the three months ended June 30, 2025 and 2024, respectively, and 10.9 % and 12.7 % of our total revenues for the six months ended June 30, 2025 and 2024, respectively.

As of June 30, 2025, CommuniCare represented 7.9 % of our total investments (before accumulated depreciation and allowances).

CommuniCare generated 9.9 % and 11.1 % of our total revenues for the three months ended September 30, 2025 and 2024, respectively, and 10.6 % and 12.1 % of our total revenues for the nine months ended September 30, 2025 and 2024, respectively.

As of September 30, 2025, CommuniCare represented 7.8 % of our total investments (before accumulated depreciation and allowances).

Geographic Concentration

As of June 30, 2025, the three geographic locations in which we had our highest concentration of real estate assets and mortgages (before accumulated depreciation and allowances) were the U.K.

As of September 30, 2025, the three geographic locations in which we had our highest concentration of real estate assets and mortgages (before accumulated depreciation and allowances) were the U.K.

( 17.6 %), Texas ( 8.6 %) and Indiana ( 5.9 %).

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Stock Repurchase Program

During the three and six months ended June 30, 2025 and 2024, we did no t repurchase any shares of our outstanding common stock under the $ 500.0 Million Stock Repurchase Program, which expired in March 2025.

During the three and nine months ended September 30, 2025 and 2024, we did no t repurchase any shares of our outstanding common stock under the $ 500.0 Million Stock Repurchase Program, which expired in March 2025.

The following is a summary of our declared cash dividends on common stock:

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August 15, 2025

November 3, 2025

November 17, 2025

Dividend Reinvestment and Common Stock Purchase Plan

The following is a summary of the shares issued under the Dividend Reinvestment and Common Stock Purchase Plan for the three and six months ended June 30, 2025 and 2024 (in thousands):

The following is a summary of the shares issued under the Dividend Reinvestment and Common Stock Purchase Plan for the three and nine months ended September 30, 2025 and 2024 (in thousands):

Shares issued

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Three Months Ended

June 30, 2024

September 30, 2024

Three Months Ended

June 30, 2025

Six Months Ended

June 30, 2024

Six Months Ended

June 30, 2025

September 30, 2025

Nine Months Ended

September 30, 2024

Nine Months Ended

September 30, 2025

At-The-Market Offering Programs

The following is a summary of the shares issued under our former $ 1.0 billion 2021 At-The-Market Offering Program and our current $ 1.25 billion 2024 At-The-Market Offering Program (collectively, the “ATM Program”) for the three and six months ended June 30, 2025 and 2024 (in thousands except average price per share):

The following is a summary of the shares issued under our former $ 1.0 billion 2021 At-The-Market Offering Program and our current $ 1.25 billion 2024 At-The-Market Offering Program (collectively, the “ATM Program”) for the three and nine months ended September 30, 2025 and 2024 (in thousands except average price per share):

Average Net Price

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Three Months Ended

June 30, 2024

September 30, 2024

Three Months Ended

June 30, 2025

Six Months Ended

June 30, 2024

Six Months Ended

June 30, 2025

September 30, 2025

Nine Months Ended

September 30, 2024

Nine Months Ended

September 30, 2025

(1) Represents the average price per share after issuance costs.

We did not utilize the forward provisions under the ATM Program during the three and six months ended June 30, 2025 and 2024.

We did not utilize the forward provisions under the ATM Program during the three and nine months ended September 30, 2025 and 2024.

Accumulated Other Comprehensive Income (Loss)

The following is a summary of our accumulated other comprehensive income (loss), net of tax as of June 30, 2025 and December 31, 2024:

The following is a summary of our accumulated other comprehensive income (loss), net of tax as of September 30, 2025 and December 31, 2024:

September 30,

(in thousands)

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Total accumulated other comprehensive income for Omega

During the three months ended June 30, 2025 and 2024, we reclassified $ 1.4 million and $ 2.6 million, respectively, of realized gains out of accumulated other comprehensive income into interest expense on our Consolidated Statements of Operations associated with our cash flow hedges.

During the six months ended June 30, 2025 and 2024, we reclassified $ 2.8 million and $ 5.2 million, respectively, of realized gains out of accumulated other comprehensive income into interest expense on our Consolidated Statements of Operations associated with our cash flow hedges.

During the three months ended September 30, 2025 and 2024, we reclassified $ 2.6 million and $ 2.7 million, respectively, of realized gains out of accumulated other comprehensive income into interest expense on our Consolidated Statements of Operations associated with our cash flow hedges.

During the nine months ended September 30, 2025 and 2024, we reclassified $ 5.4 million and $ 7.9 million, respectively, of realized gains out of accumulated other comprehensive income into interest expense on our Consolidated Statements of Operations associated with our cash flow hedges.

NOTE 13 – TAXES

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Our foreign subsidiaries are subject to foreign income taxes and withholding taxes.

Income taxes included within the financial statements primarily represents U.S.

Income taxes included within the financial statements primarily represent U.S.

federal, state and local income taxes as well as non-U.S.

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The following is a summary of our provision for income taxes:

Three Months Ended June 30,

Six Months Ended June 30,

Three Months Ended September 30,

Nine Months Ended September 30,

(in thousands)

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(1) The above amounts do not include gross income receipts or franchise taxes payable to certain states and municipalities.

The income tax expense for both the three and six months ended June 30, 2025 and 2024 was primarily due to income from foreign jurisdictions that subject to foreign income taxes and withholding taxes.

As of June 30, 2025 and December 31, 2024, deferred tax assets totaled $ 20.5 million and $ 19.4 million, respectively, and deferred tax liabilities totaled zero .

The income tax expense for both the three and nine months ended September 30, 2025 and 2024 was primarily due to income from foreign jurisdictions that is subject to foreign income taxes and withholding taxes.

As of September 30, 2025 and December 31, 2024, deferred tax assets totaled $ 19.9 million and $ 19.4 million, respectively, and deferred tax liabilities totaled zero .

Our deferred tax assets relate primarily to loss carryforwards.

NOTE 14 – STOCK-BASED COMPENSATION

The following is a summary of our stock-based compensation expense for the three and six months ended June 30, 2025 and 2024, respectively.

Three Months Ended June 30,

Six Months Ended June 30,

The following is a summary of our stock-based compensation expense for the three and nine months ended September 30, 2025 and 2024, respectively.

Three Months Ended September 30,

Nine Months Ended September 30,

(in thousands)

Stock-based compensation expense

Stock-based compensation expense of $ 25.0 million for the six months ended June 30, 2025 includes $ 6.6 million of non-cash stock-based compensation expense associated with the transition discussed in the “Leadership Transition” section below.

Stock-based compensation expense of $ 34.3 million for the nine months ended September 30, 2025 includes $ 6.6 million of non-cash stock-based compensation expense associated with the transition discussed in the “Leadership Transition” section below.

Stock-based compensation expense is included within general and administrative expenses on our Consolidated Statements of Operations.

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Interest Rate

September 30,

(in thousands)

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OP Term Loan (7)

2028 Term Loan

Deferred financing costs – net

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Total secured and unsecured borrowings – net (8)(9)

(1) Wholly owned subsidiaries of Omega OP are the obligors on this borrowing.

Loan is denominated in British Pounds Sterling (“GBP”).

(1) Wholly owned subsidiaries of Omega OP are the obligors on this loan (the “2026 Mortgage Loan”).

The 2026 Mortgage Loan is denominated in GBP.

(2) Represents the remaining fair value adjustment associated with the 2026 Mortgage Loan, that was assumed as part of an asset acquisition in July 2024, that is being amortized over the remaining contractual term of the loan.

(3) Guaranteed by Omega OP.

(4) As of June 30, 2025 and December 31, 2024, there were no borrowings outstanding under Omega’s $ 1.45 billion senior unsecured multicurrency revolving credit facility (“Revolving Credit Facility”).

The applicable interest rate on the USD tranche and on the GBP borrowings under the alternative currency tranche of the Revolving Credit Facility were 5.64 % and 5.54 % , respectively, as of June 30, 2025.

In April 2025, the maturity date was extended from April 30, 2025 to October 30, 2025 following Omega’s election to utilize one of two six-month extension options.

(4) The Company repaid $ 400 million of 4.50 % senior notes that matured on January 15, 2025 using available cash.

(6) The weighted average interest rate of the $ 428.5 million term loan (the “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 % .

In July 2025, the maturity date of the 2025 Term Loan was extended from August 8, 2025 to August 8, 2026 following Omega’s election to utilize one of two 12-month extension options.

(5) On October 15, 2025, the Company redeemed, at par value, the $ 600.0 million of aggregate principal outstanding under its 5.250 % Senior Notes with a scheduled maturity of January 15, 2026.

(6) In July 2025, the maturity date of the $ 428.5 million term loan (the “2026 Term Loan”) was extended from August 8, 2025 to August 8, 2026 following Omega’s election to utilize one of two 12-month extension options.

The weighted average interest rate of the 2026 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 % .

(7) On April 29, 2025, Omega repaid the $ 50 million term loan (“OP Term Loan”) using available cash prior to its original maturity date.

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(9) Certain of our other secured and unsecured borrowings are subject to customary affirmative and negative covenants, including financial covenants.

As of June 30, 2025 and December 31, 2024, we were in compliance with all applicable covenants for our borrowings .

As of September 30, 2025 and December 31, 2024, we were in compliance with all applicable covenants for our borrowings .

Unsecured Borrowings

Revolving Credit Facility

On September 30, 2025, Omega entered into a credit agreement (the “2025 Omega Credit Agreement”) consisting of a new $ 2.0 billion senior unsecured multicurrency revolving credit facility (the “Revolving Credit Facility”) and a $ 300.0 million delayed draw term loan facility (the “2028 Term Loan”), replacing our previous $ 1.45 billion senior unsecured 2021 multicurrency revolving credit facility (the “2021 Revolving Credit Facility”).

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 $ 3.0 billion, by requesting an increase in the aggregate commitments under the Revolving Credit Facility or by adding one or more tranches of term loans.

The Revolving Credit Facility may be drawn in Euros, GBP, Canadian Dollars (collectively, “Alternative Currencies”) or USD, with a $ 600.0 million sublimit for loans in Alternative Currencies and the DDTL Credit Facility may be drawn in USD.

The Revolving Credit Facility bears interest at SOFR (or in the case of loans denominated in Alternative Currencies, the applicable reference rate) plus (i) an applicable percentage (with a range of 72.5 to 140 basis points) based on the Company’s debt ratings and (ii) a facility fee based on the same ratings (with a range of 12.5 to 30 basis points).

The 2028 Term Loan bears interest at SOFR plus an applicable percentage (with a range of 80 to 160 basis points) based on the Company’s debt ratings.

The Revolving Credit Facility matures on September 28, 2029 , subject to Omega’s option to extend such maturity for two consecutive six-month periods.

The 2028 Term Loan Credit Facility matures on September 29, 2028 , subject to Omega’s option to extend such maturity for two consecutive twelve-month periods.

We incurred $ 19.8 million of deferred costs in connection with the 2025 Omega Credit Agreement, of which $ 2.0 million related to the 2028 Term Loan.

2026 Term Loan Amendment

On September 30, 2025, Omega amended the 2026 Term Loan to, among other things, modify the interest rate margins to align with the 2028 Term Loan (a reduction of 35 basis points) and remove the 0.100 % pricing step-up in each of the extension periods.

$600 Million Senior Note Issuance

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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 June 30, 2025, we have 11 interest rate swaps with $ 428.5 million in notional value and four interest rate caps with £ 190.0 million in notional value.

Derivatives Designated as Hedging Instruments

As of September 30, 2025, we have 11 interest rate swaps with $ 428.5 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 two of Omega’s variable interest loans.

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The amortization is recorded as a reduction to interest expense.

The location and fair value of derivative instruments designated as hedges, at the respective balance sheet dates, were as follows:

Derivatives Not Designated as Hedging Instruments

We enter into foreign currency exchange swap agreements to reduce the effects of currency exchange rate fluctuations between the USD, our reporting currency, and GBP.

These derivative contracts generally mature within one year and are not designated as hedge instruments for accounting purposes.

In connection with funding a $ 344.2 million acquisition in the U.K.

(see Note 2 – Real Estate Assets), in April 2025, Omega entered a GBP/USD currency forward with a notional value of £ 90.0 million and a GBP-USD forward rate of 1.2733 .

The swap was settled on the closing date of the acquisition, and we recorded a $ 5.2 million gain from its termination within other income – net in the Consolidated Statements of Operations for the nine months ended September 30, 2025.

In the third quarter of 2025, Omega entered into six GBP/USD currency forwards with notional amounts totaling £ 108.0 million and a weighted average GBP-USD rate of 1.3600 , each of which mature between October 2, 2025 and January 5, 2027 .

The location and fair value of the Omega’s derivative instruments, at the respective balance sheet dates, were as follows:

September 30,

Cash flow hedges:

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Accrued expenses and other liabilities

Derivative instruments not designated:

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.

Derivatives Not Designated as Hedging Instruments

We enter into foreign currency exchange swap agreements to reduce the effects of currency exchange rate fluctuations between the USD, our reporting currency, and GBP.

These derivative contracts generally mature within one year and are not designated as hedge instruments for accounting purposes.

As the currency exchange swap is not accounted for as a hedging instrument, the change in fair value is recorded in earnings through other income – net in the Consolidated Statements of Operations.

In connection with funding a $ 344.2 million acquisition in the U.K.

(see Note 2 – Real Estate Assets), in April 2025, Omega entered a GBP/USD currency forward with a notional value of £ 90.0 million and a GBP-USD forward rate of 1.2733 .

NOTE 17 – 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).

At June 30, 2025 and December 31, 2024, the net carrying amounts and fair values of our other financial instruments were as follows:

June 30, 2025

At September 30, 2025 and December 31, 2024, the net carrying amounts and fair values of our other financial instruments were as follows:

September 30, 2025

December 31, 2024

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2026 Term Loan

2028 Term Loan

4.50 % notes due 2025 – net

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● Real estate loans receivable:

The fair value of the real estate loans receivables are estimated using a discounted cash flow analysis, using interest rates being offered for similar loans to borrowers with similar credit ratings (Level 3).

The fair value of the real estate loans receivable are estimated using a discounted cash flow analysis, using interest rates being offered for similar loans to borrowers with similar credit ratings (Level 3).

● Non-real estate loans receivable:

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The fair values of notes receivable are estimated using a discounted cash flow analysis, using interest rates being offered for similar loans to borrowers with similar credit ratings (Level 3).

● Revolving Credit Facility, OP Term Loan and 2025 Term Loan:

● Revolving Credit Facility, OP Term Loan, 2026 Term Loan and 2028 Term Loan:

The carrying amount of these approximate fair value because the borrowings are interest rate adjusted.

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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.

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, which appeal remains pending.

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).

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In July 2025, the Delaware state court requested that Omega file an answer to the lawsuit by August 19, 2025 while allowing the stay to remain in place, subject to further orders of the court.

Omega believes that the claims are baseless and is evaluating procedural and substantive legal options in connection with this recently lawsuit to the extent the stay is lifted.

Omega timely filed its answer and affirmative defenses, denying the claims and relief sought by the Debt Holders in the Delaware Court.

In addition to the matters above, we are subject to various other legal proceedings, claims and other actions arising out of the normal course of business.

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In connection with certain facility transitions, we have agreed to indemnify certain operators in certain events.

As of June 30, 2025, our maximum funding commitment under these indemnification agreements was $ 8.4 million.

As of September 30, 2025, our maximum funding commitment under these indemnification agreements was $ 8.1 million.

Claims under these indemnification agreements generally may be made within 18 months to 72 months of the transition date.

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We expect the funding of these commitments to be completed over the next several years.

Our remaining commitments at June 30, 2025, are outlined in the table below (in thousands):

Our remaining commitments at September 30, 2025, are outlined in the table below (in thousands):

Lessor construction and capital commitments under lease agreements

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The following tables set forth the computation of basic and diluted earnings per share:

Three Months Ended June 30,

Six Months Ended June 30,

Three Months Ended September 30,

Nine Months Ended September 30,

(in thousands, except per share amounts)

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NOTE 20 – SUPPLEMENTAL DISCLOSURE TO CONSOLIDATED STATEMENTS OF CASH FLOWS

The following are supplemental disclosures to the Consolidated Statements of Cash Flows for the six months ended June 30, 2025 and 2024:

Six Months Ended June 30,

The following are supplemental disclosures to the Consolidated Statements of Cash Flows for the nine months ended September 30, 2025 and 2024:

Nine Months Ended September 30,

(in thousands)

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Taxes paid during the period

Non-cash investing activities:

Non-cash acquisition of real estate (see Note 2)

Non-cash collection of real-estate loan receivable principal (see Note 5)

Non-cash investment in non-real estate loans receivable

Non-cash financing activities:

Assumption of debt (see Note 15)

Change in fair value of hedges

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

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

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

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.

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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.

Depending 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 16 – 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:

Three Months Ended June 30,

Six Months Ended June 30,

Three Months Ended September 30,

Nine Months Ended September 30,

(in thousands)

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NOTE 22 – SUBSEQUENT EVENTS

In July 2025, we funded three mortgage loans with $ 75.6 million in aggregate principal.

The loans bear interest at 10 % per annum and have a maturity date of July 31, 2027 , with a one -year extension option.

The mortgage loans are secured by 12 facilities.

In October 2025, the Company formed a JV with affiliates of Saber Healthcare Holdings, LLC (“Saber”) to own and lease 64 facilities, that were previously wholly owned by affiliates of Saber.

The Company issued approximately 5.5 million Omega OP Units with a fair value of $ 222.4 million in exchange for a 49 % equity interest in the JV.

Affiliates of Saber will retain a 51 % equity interest in the JV and are responsible for day-to-day operations of the JV and management of its properties, subject to obtaining approval of the Company for major decisions (including investments, dispositions, financings, major capital expenditures and annual budgets).

The 64 facilities held by the JV are subject to triple net leases, with subsidiaries of Saber, that generate $ 69.4 million in contractual rent per annum.

As of the transaction date, 51 of the 64 facilities were encumbered with $ 448.6 million of mortgage debt with a weighted average interest rate of 6.1 % per annum, which is non-recourse to the Company.

The JV is required to distribute a portion of its available cash from operating activities on a monthly basis in proportion to each member’s equity ownership.

This JV will be accounted for as an equity method investment.

In October 2025, Omega entered into an agreement to acquire a 9.9 % equity interest in Saber (the “OpCo Transaction”).

Under the agreement, Omega committed to fund $ 92.6 million in cash consideration, with an expected closing date of January 1, 2026.

Omega will receive minimum quarterly cash distributions equivalent to an annualized yield of 8 % on its investment.

Completion of the OpCo Transaction is subject to satisfaction of customary closing conditions.

The agreement includes a $ 20.0 million fee, as liquidated damages, payable by the non-terminating party if the OpCo Transaction is terminated prior to closing by the other party because the non-terminating party is in breach of the agreement.

As of September 30, 2025, Omega leased 51 facilities to subsidiaries of Saber.

Compared sentence by sentence after normalising whitespace, quotation marks, case and digits, so re-formatting and restated figures do not read as changed language. Wording changes appear as one removal and one addition. The current filing and the prior one are authoritative.

What changed 10-Q

Item 1. Financial Statements