OMEGA HEALTHCARE INVESTORS INC 10-Q

Item 1 - Financial Statements OMEGA HEALTHCARE INVESTORS, INC. CONSOLIDATED BALANCE SHEETS (in thousands, except per share amounts) ​ ​ ​ ​ ​ ​ ​ ​ September 30, December 31, ​ 2025 2024 ​ ​ (Unaudited) ​ ​ ​ ASSETS ​ ​ ​ ​ ​ Real estate assets ​ ​ Buildings and improvements ​ $ 7,886,427 $ 7,342,497 Land ​ ​ 1,179,215 ​ ​ 996,701 Furniture and equipment ​ ​ 538,199 ​ ​ 510,106 Construction in progress ​ ​ 10,532 ​ ​ 210,870 Total real estate assets ​ ​ 9,614,373 ​ ​ 9,060,174 Less accumulated depreciation ​ ( 2,872,249 ) ( 2,721,016 ) Real estate assets – net ​ 6,742,124 6,339,158 Investments in direct financing leases – net ​ — 9,453 Real estate loans receivable – net ​ 1,415,229 1,428,298 Investments in unconsolidated entities ​ 150,298 88,711 Assets held for sale ​ — 56,194 Total real estate investments ​ ​ 8,307,651 ​ ​ 7,921,814 Non-real estate loans receivable – net ​ 339,683 332,274 Total investments ​ 8,647,334 8,254,088 ​ ​ ​ ​ ​ ​ ​ Cash and cash equivalents ​ 737,186 518,340 Restricted cash ​ 37,818 30,395 Contractual receivables – net ​ 12,558 12,611 Other receivables and lease inducements ​ ​ 265,917 ​ ​ 249,317 Goodwill ​ 644,637 643,664 Other assets ​ 250,551 189,476 Total assets ​ $ 10,596,001 $ 9,897,891 ​ ​ ​ ​ ​ ​ ​ LIABILITIES AND EQUITY ​ Revolving credit facility ​ $ — $ — Secured borrowings ​ 253,089 243,310 Senior notes and other unsecured borrowings – net ​ 4,741,457 4,595,549 Accrued expenses and other liabilities ​ 357,390 328,193 Total liabilities ​ 5,351,936 5,167,052 ​ ​ ​ ​ ​ ​ ​ 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 – 295,526 shares as of September 30, 2025 and 279,129 shares as of December 31, 2024 ​ 29,552 ​ 27,912 Additional paid-in capital ​ 8,516,304 ​ 7,915,873 Cumulative net earnings ​ 4,512,257 ​ 4,086,907 Cumulative dividends paid ​ ( 8,098,951 ) ​ ( 7,516,750 ) Accumulated other comprehensive income ​ 76,966 ​ 22,731 Total stockholders’ equity ​ 5,036,128 ​ 4,536,673 Noncontrolling interest ​ 207,937 ​ 194,166 Total equity ​ 5,244,065 ​ 4,730,839 Total liabilities and equity ​ $ 10,596,001 $ 9,897,891 See notes to consolidated financial statements . 2 Table of Contents OMEGA HEALTHCARE INVESTORS, INC. CONSOLIDATED STATEMENTS OF OPERATIONS Unaudited (in thousands, except per share amounts) ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Three Months Ended ​ ​ Nine Months Ended ​ September 30, ​ September 30, ​ 2025 2024 ​ 2025 2024 Revenues ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Rental income ​ $ 264,540 ​ $ 231,485 ​ $ 735,920 ​ $ 652,721 Interest income ​ 44,811 ​ 39,941 ​ 130,924 ​ 113,819 Miscellaneous income ​ 2,240 ​ 4,602 ​ 4,038 ​ 5,532 Total revenues ​ 311,591 ​ 276,028 ​ 870,882 ​ 772,072 ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Expenses ​ ​ ​ ​ Depreciation and amortization ​ 82,114 ​ 77,245 ​ 242,498 ​ 226,036 General and administrative ​ 23,778 ​ 21,758 ​ 79,673 ​ 65,438 Real estate taxes ​ ​ 3,503 ​ ​ 3,569 ​ ​ ​ 10,065 ​ ​ 11,117 Acquisition, merger and transition related costs ​ 593 ​ 6,437 ​ 4,067 ​ 10,820 Impairment on real estate properties ​ 1,144 ​ 8,620 ​ 16,594 ​ 22,094 Recovery for credit losses ​ ( 3,908 ) ​ ( 9,061 ) ​ ( 3,587 ) ​ ( 14,763 ) Interest expense ​ 58,115 ​ 54,690 ​ 163,292 ​ 166,476 Total expenses ​ 165,339 ​ 163,258 ​ 512,602 ​ 487,218 ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Other income (expense) ​ ​ ​ ​ ​ ​ Other income (expense) – net ​ 16,835 ​ ( 1,044 ) ​ 33,633 ​ 7,595 Loss on debt extinguishment ​ ( 7 ) ​ ( 137 ) ​ ( 7 ) ​ ( 1,633 ) Gain (loss) on assets sold – net ​ ​ 28,269 ​ ​ ( 238 ) ​ ​ ​ 61,230 ​ ​ 11,282 Total other income (loss) ​ 45,097 ​ ( 1,419 ) ​ 94,856 ​ 17,244 ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Income before income tax expense and (loss) income from unconsolidated entities ​ 191,349 ​ 111,351 ​ 453,136 ​ 302,098 Income tax expense ​ ( 4,483 ) ​ ( 3,316 ) ​ ( 12,622 ) ​ ( 7,877 ) (Loss) income from unconsolidated entities ​ ( 1,910 ) ​ 6,879 ​ ( 3,019 ) ​ 7,118 Net income ​ 184,956 ​ 114,914 ​ 437,495 ​ 301,339 Net income attributable to noncontrolling interest ​ ( 5,237 ) ​ ( 3,152 ) ​ ( 12,145 ) ​ ( 8,354 ) Net income available to common stockholders ​ $ 179,719 ​ $ 111,762 ​ $ 425,350 ​ $ 292,985 ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Earnings per common share available to common stockholders: ​ ​ ​ ​ Basic: ​ ​ ​ ​ ​ Net income available to common stockholders ​ $ 0.60 ​ $ 0.43 ​ $ 1.41 ​ $ 1.16 Diluted: ​ ​ ​ ​ Net income available to common stockholders ​ $ 0.59 ​ $ 0.42 ​ $ 1.39 ​ $ 1.14 ​ See notes to consolidated financial statements . ​ 3 Table of Contents OMEGA HEALTHCARE INVESTORS, INC. CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME Unaudited (in thousands) ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Three Months Ended ​ Nine Months Ended ​ September 30, September 30, ​ 2025 2024 2025 2024 Net income ​ $ 184,956 ​ $ 114,914 ​ $ 437,495 ​ $ 301,339 Other comprehensive income (loss) ​ ​ ​ ​ ​ ​ Foreign currency translation ​ ( 18,286 ) ​ 42,694 ​ 65,289 ​ 40,698 Cash flow hedges ​ ( 2,155 ) ​ ( 13,464 ) ​ ( 9,476 ) ​ ( 6,310 ) Total other comprehensive (loss) income ​ ( 20,441 ) ​ 29,230 ​ 55,813 ​ 34,388 Comprehensive income ​ 164,515 ​ 144,144 ​ 493,308 ​ 335,727 Comprehensive income attributable to noncontrolling interest ​ ( 4,644 ) ​ ( 3,989 ) ​ ( 13,723 ) ​ ( 9,342 ) Comprehensive income attributable to common stockholders ​ $ 159,871 ​ $ 140,155 ​ $ 479,585 ​ $ 326,385 ​ See notes to consolidated financial statements. ​ ​ 4 Table of Contents OMEGA HEALTHCARE INVESTORS, INC. CONSOLIDATED STATEMENTS OF EQUITY Three Months Ended September 30, 2025 and 2024 Unaudited (in thousands, except per share amounts) ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Accumulated ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Common ​ Additional ​ Cumulative ​ Cumulative ​ Other ​ Total ​ ​ ​ ​ ​ ​ Stock ​ Paid-in ​ Net ​ Dividends ​ Comprehensive ​ Stockholders’ ​ Noncontrolling ​ Total ​ Par Value Capital Earnings Paid Income (Loss) Equity Interest Equity Balance at June 30, 2025 ​ $ 29,314 ​ $ 8,430,299 ​ $ 4,332,538 ​ $ ( 7,900,668 ) ​ $ 96,814 ​ $ 4,988,297 ​ $ 200,710 ​ $ 5,189,007 Stock related compensation ​ ​ — ​ ​ 9,349 ​ ​ — ​ ​ — ​ ​ — ​ ​ 9,349 ​ ​ — ​ ​ 9,349 Issuance of common stock ​ ​ 233 ​ ​ 88,726 ​ ​ — ​ ​ — ​ ​ — ​ ​ 88,959 ​ ​ — ​ ​ 88,959 Common dividends declared ($ 0.67 per share) ​ ​ — ​ ​ — ​ ​ — ​ ​ ( 198,283 ) ​ ​ — ​ ​ ( 198,283 ) ​ ​ — ​ ​ ( 198,283 ) Vesting/exercising of Omega OP Units ​ ​ — ​ ​ ( 14,128 ) ​ ​ — ​ ​ — ​ ​ — ​ ​ ( 14,128 ) ​ ​ 14,128 ​ ​ — Exchange and redemption of Omega OP Units ​ ​ 5 ​ ​ 2,058 ​ ​ — ​ ​ — ​ ​ — ​ ​ 2,063 ​ ​ ( 4,150 ) ​ ​ ( 2,087 ) Omega OP Units distributions ​ ​ — ​ ​ — ​ ​ — ​ ​ — ​ ​ — ​ ​ — ​ ​ ( 7,395 ) ​ ​ ( 7,395 ) Other comprehensive loss ​ ​ — ​ ​ — ​ ​ — ​ ​ — ​ ​ ( 19,848 ) ​ ​ ( 19,848 ) ​ ​ ( 593 ) ​ ​ ( 20,441 ) Net income ​ ​ — ​ ​ — ​ ​ 179,719 ​ ​ — ​ ​ — ​ ​ 179,719 ​ ​ 5,237 ​ ​ 184,956 Balance at September 30, 2025 ​ $ 29,552 ​ $ 8,516,304 ​ $ 4,512,257 ​ $ ( 8,098,951 ) ​ $ 76,966 ​ $ 5,036,128 ​ $ 207,937 ​ $ 5,244,065 ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Balance at June 30, 2024 ​ $ 25,402 ​ $ 6,951,244 ​ $ 3,861,804 ​ $ ( 7,161,897 ) ​ $ 34,345 ​ $ 3,710,898 ​ $ 189,690 ​ $ 3,900,588 Stock related compensation ​ ​ — ​ ​ 9,147 ​ ​ — ​ ​ — ​ ​ — ​ ​ 9,147 ​ ​ — ​ ​ 9,147 Issuance of common stock ​ ​ 1,421 ​ ​ 524,616 ​ ​ — ​ ​ — ​ ​ — ​ ​ 526,037 ​ ​ — ​ ​ 526,037 Common dividends declared ($ 0.67 per share) ​ ​ — ​ ​ — ​ ​ — ​ ​ ( 173,341 ) ​ ​ — ​ ​ ( 173,341 ) ​ ​ — ​ ​ ( 173,341 ) Vesting/exercising of Omega OP Units ​ ​ — ​ ​ ( 4,956 ) ​ ​ — ​ ​ — ​ ​ — ​ ​ ( 4,956 ) ​ ​ 4,956 ​ ​ — Omega OP Units distributions ​ ​ — ​ ​ — ​ ​ — ​ ​ — ​ ​ — ​ ​ — ​ ​ ( 6,276 ) ​ ​ ( 6,276 ) Other comprehensive income ​ ​ — ​ ​ — ​ ​ — ​ ​ — ​ ​ 28,393 ​ ​ 28,393 ​ ​ 837 ​ ​ 29,230 Net income ​ ​ — ​ ​ — ​ ​ 111,762 ​ ​ — ​ ​ — ​ ​ 111,762 ​ ​ 3,152 ​ ​ 114,914 Balance at September 30, 2024 ​ $ 26,823 ​ $ 7,480,051 ​ $ 3,973,566 ​ $ ( 7,335,238 ) ​ $ 62,738 ​ $ 4,207,940 ​ $ 192,359 ​ $ 4,400,299 ​ ​ ​ 5 Table of Contents OMEGA HEALTHCARE INVESTORS, INC. CONSOLIDATED STATEMENTS OF EQUITY Nine Months Ended September 30, 2025 and 2024 Unaudited (in thousands, except per share amounts) ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Accumulated ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Common ​ Additional ​ Cumulative ​ Cumulative ​ Other ​ Total ​ ​ ​ ​ ​ ​ Stock ​ Paid-in ​ Net ​ Dividends ​ Comprehensive ​ Stockholders’ ​ Noncontrolling ​ Total ​ Par Value Capital Earnings Paid Income Equity Interest Equity Balance at December 31, 2024 ​ $ 27,912 ​ $ 7,915,873 ​ $ 4,086,907 ​ $ ( 7,516,750 ) ​ $ 22,731 ​ $ 4,536,673 ​ $ 194,166 ​ $ 4,730,839 Stock related compensation ​ ​ — ​ ​ 34,528 ​ ​ — ​ ​ — ​ ​ — ​ ​ 34,528 ​ ​ — ​ ​ 34,528 Issuance of common stock ​ ​ 1,634 ​ ​ 605,176 ​ ​ — ​ ​ — ​ ​ — ​ ​ 606,810 ​ ​ — ​ ​ 606,810 Common dividends declared ($ 2.01 per share) ​ ​ — ​ ​ — ​ ​ — ​ ​ ( 582,201 ) ​ ​ — ​ ​ ( 582,201 ) ​ ​ — ​ ​ ( 582,201 ) Vesting/exercising of Omega OP Units ​ ​ — ​ ​ ( 41,642 ) ​ ​ — ​ ​ — ​ ​ — ​ ​ ( 41,642 ) ​ ​ 41,642 ​ ​ — Exchange and redemption of Omega OP Units ​ ​ 6 ​ ​ 2,369 ​ ​ — ​ ​ — ​ ​ — ​ ​ 2,375 ​ ​ ( 8,143 ) ​ ​ ( 5,768 ) Omega OP Units distributions ​ ​ — ​ ​ — ​ ​ — ​ ​ — ​ ​ — ​ ​ — ​ ​ ( 33,451 ) ​ ​ ( 33,451 ) Other comprehensive income ​ ​ — ​ ​ — ​ ​ — ​ ​ — ​ ​ 54,235 ​ ​ 54,235 ​ ​ 1,578 ​ ​ 55,813 Net income ​ ​ — ​ ​ — ​ ​ 425,350 ​ ​ — ​ ​ — ​ ​ 425,350 ​ ​ 12,145 ​ ​ 437,495 Balance at September 30, 2025 ​ $ 29,552 ​ $ 8,516,304 ​ $ 4,512,257 ​ $ ( 8,098,951 ) ​ $ 76,966 ​ $ 5,036,128 ​ $ 207,937 ​ $ 5,244,065 ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Balance at December 31, 2023 ​ $ 24,528 ​ $ 6,671,198 ​ $ 3,680,581 ​ $ ( 6,831,061 ) ​ $ 29,338 ​ $ 3,574,584 ​ $ 187,707 ​ $ 3,762,291 Stock related compensation ​ ​ — ​ ​ 27,678 ​ ​ — ​ ​ — ​ ​ — ​ ​ 27,678 ​ ​ — ​ ​ 27,678 Issuance of common stock ​ ​ 2,294 ​ ​ 798,929 ​ ​ — ​ ​ — ​ ​ — ​ ​ 801,223 ​ ​ — ​ ​ 801,223 Common dividends declared ($ 2.01 per share) ​ ​ — ​ ​ — ​ ​ — ​ ​ ( 504,177 ) ​ ​ — ​ ​ ( 504,177 ) ​ ​ — ​ ​ ( 504,177 ) Vesting/exercising of Omega OP Units ​ ​ — ​ ​ ( 18,115 ) ​ ​ — ​ ​ — ​ ​ — ​ ​ ( 18,115 ) ​ ​ 18,115 ​ ​ — Exchange and redemption of Omega OP Units ​ ​ 1 ​ ​ 361 ​ ​ — ​ ​ — ​ ​ — ​ ​ 362 ​ ​ ( 362 ) ​ ​ — Omega OP Units distributions ​ ​ — ​ ​ — ​ ​ — ​ ​ — ​ ​ — ​ ​ — ​ ​ ( 22,988 ) ​ ​ ( 22,988 ) Net change in noncontrolling interest holder in consolidated JV ​ ​ — ​ ​ — ​ ​ — ​ ​ — ​ ​ — ​ ​ — ​ ​ 545 ​ ​ 545 Other comprehensive income ​ ​ — ​ ​ — ​ ​ — ​ ​ — ​ ​ 33,400 ​ ​ 33,400 ​ ​ 988 ​ ​ 34,388 Net income ​ ​ — ​ ​ — ​ ​ 292,985 ​ ​ — ​ ​ — ​ ​ 292,985 ​ ​ 8,354 ​ ​ 301,339 Balance at September 30, 2024 ​ $ 26,823 ​ $ 7,480,051 ​ $ 3,973,566 ​ $ ( 7,335,238 ) ​ $ 62,738 ​ $ 4,207,940 ​ $ 192,359 ​ $ 4,400,299 ​ See notes to consolidated financial statements. ​ ​ ​ ​ 6 Table of Contents OMEGA HEALTHCARE INVESTORS, INC. CONSOLIDATED STATEMENTS OF CASH FLOWS Unaudited (in thousands) ​ ​ ​ ​ ​ ​ ​ ​ Nine Months Ended September 30, ​ 2025 2024 Cash flows from operating activities ​ ​ Net income ​ $ 437,495 ​ $ 301,339 Adjustment to reconcile net income to net cash provided by operating activities: ​ ​ ​ Depreciation and amortization ​ 242,498 ​ 226,036 Impairment on real estate properties ​ 16,594 ​ 22,094 Straight-line rent and other write-offs ​ ​ 27,537 ​ ​ 1,136 Recovery for credit losses ​ ( 3,587 ) ​ ( 14,763 ) Amortization of deferred financing costs and loss on debt extinguishment ​ 3,458 ​ 10,584 Stock-based compensation expense ​ 34,323 ​ 27,498 Gain on assets sold – net ​ ( 61,230 ) ​ ( 11,282 ) Straight-line rent and effective interest receivables ​ ( 36,944 ) ​ ( 29,298 ) Interest paid-in-kind ​ ​ ( 9,346 ) ​ ​ ( 9,043 ) Loss (income) from unconsolidated entities ​ ​ 5,688 ​ ​ ( 4,331 ) Other non-cash items ​ ( 10,534 ) ​ ( 2,231 ) Change in operating assets and liabilities – net: ​ ​ ​ Contractual receivables ​ 53 ​ 1,429 Lease inducements ​ ( 9,269 ) ​ 699 Other operating assets and liabilities ​ 11,195 ​ 595 Net cash provided by operating activities ​ 647,931 ​ 520,462 Cash flows from investing activities ​ ​ ​ ​ Acquisition of real estate ​ ( 627,844 ) ​ ( 229,803 ) Net proceeds from sale of real estate investments ​ 264,061 ​ 68,757 Investments in construction in progress ​ ( 31,479 ) ​ ( 59,292 ) Investment in loan receivables and other ​ ( 140,882 ) ​ ( 272,889 ) Collection of loan principal ​ 120,357 ​ 113,552 Investments in unconsolidated entities ​ ​ ( 77,244 ) ​ ​ ( 398 ) Distributions from unconsolidated entities in excess of earnings ​ 9,969 ​ 2,835 Capital improvements to real estate investments ​ ( 54,176 ) ​ ( 22,278 ) Proceeds from derivative instruments ​ 4,675 ​ 8,429 Receipts from insurance proceeds ​ 4,478 ​ 1,657 Net cash used in investing activities ​ ( 528,085 ) ​ ( 389,430 ) Cash flows from financing activities ​ ​ Proceeds from long-term borrowings ​ 670,708 ​ 657,819 Payments of long-term borrowings ​ ( 528,496 ) ​ ( 1,142,788 ) Payments of financing related costs ​ ( 25,600 ) ​ ( 6,903 ) Net proceeds from issuance of common stock ​ 606,810 ​ 801,223 Dividends paid ​ ( 581,996 ) ​ ( 503,998 ) Net payments to noncontrolling members of consolidated joint venture ​ — ​ 545 Redemption of Omega OP Units ​ ​ ( 5,768 ) ​ ​ — Distributions to Omega OP Unit Holders ​ ( 33,451 ) ​ ( 22,988 ) Net cash provided by (used in) financing activities ​ 102,207 ​ ( 217,090 ) Effect of foreign currency translation on cash, cash equivalents and restricted cash ​ 4,216 ​ 1,638 Increase (decrease) in cash, cash equivalents and restricted cash ​ 226,269 ​ ( 84,420 ) Cash, cash equivalents and restricted cash at beginning of period ​ 548,735 ​ 444,730 Cash, cash equivalents and restricted cash at end of period ​ $ 775,004 ​ $ 360,310 ​ See notes to consolidated financial statements . ​ ​ 7 Table of Contents OMEGA HEALTHCARE INVESTORS, INC. NOTES TO CONSOLIDATED FINANCIAL STATEMENTS Unaudited September 30, 2025 ​ NOTE 1 – BASIS OF PRESENTATION AND SIGNIFICANT ACCOUNTING POLICIES Business Overview and Organization Omega Healthcare Investors, Inc. (“Parent”) is a Maryland corporation that, together with its consolidated subsidiaries (collectively, “Omega,” the “Company,” “we,” “our” or “us”) invests in healthcare-related real estate properties located in the United States (“U.S.”) and the United Kingdom (“U.K.”). Our core business is to provide financing and capital to the long-term healthcare industry with a particular focus on skilled nursing facilities (“SNFs”), assisted living facilities (“ALFs”), including care homes in the U.K., and to a lesser extent, independent living facilities (“ILFs”), rehabilitation and acute care facilities (“specialty facilities”) and medical office buildings. Our core portfolio consists of long-term “triple net” leases and real estate loans with healthcare operating companies and affiliates (collectively, our “operators”). In addition to our core investments, we make loans to operators and/or their principals. From time to time, we also acquire equity interests in joint ventures or entities that support the long-term healthcare industry and our operators. Omega has elected to be taxed as a real estate investment trust (“REIT”) for federal income tax purposes and is structured as an umbrella partnership REIT (“UPREIT”) under which all of Omega’s assets are owned directly or indirectly by, and all of Omega’s operations are conducted directly or indirectly through, its operating partnership subsidiary, OHI Healthcare Properties Limited Partnership (collectively with its subsidiaries, “Omega OP”). Omega has exclusive control over Omega OP’s day-to-day management pursuant to the partnership agreement governing Omega OP. As of 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 The accompanying unaudited consolidated financial statements have been prepared in accordance with the instructions to Form 10-Q and do not include all the information and notes required by U.S. generally accepted accounting principles (“GAAP”) for complete financial statements. In our opinion, all adjustments (consisting of normal recurring accruals) considered necessary for a fair presentation have been included. The results of operations for the interim periods reported herein are not necessarily indicative of results to be expected for the full year. These unaudited consolidated financial statements should be read in conjunction with the financial statements and the footnotes thereto included in our Annual Report on Form 10-K for the year ended December 31, 2024. Omega’s consolidated financial statements include the accounts of Omega Healthcare Investors, Inc., its wholly owned subsidiaries and the joint ventures (“JVs”) and variable interest entities (“VIEs”) that it controls, through voting rights or other means. All intercompany transactions and balances have been eliminated in consolidation. Reclassifications Certain line items in our Consolidated Statements of Cash Flows have been combined to conform to the current period presentation. 8 Table of Contents Recent Accounting Pronouncements ASU – 2024-03, Income Statement – Reporting Comprehensive Income – Expense Disaggregation Disclosures (Subtopic 220-40): Disaggregation of Income Statement Expenses In November 2024, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) 2024-03, which requires disclosure of certain costs and expenses on an interim and annual basis in the notes to the financial statements. The guidance is effective for the first annual reporting period beginning after December 15, 2026, and interim reporting periods within annual reporting periods beginning after December 15, 2027. The amendments in this update are to be applied on a prospective basis, with the option for retrospective application. Early adoption is permitted. We are currently evaluating the potential impact of adopting this new guidance on our consolidated financial statements and disclosures. ASU – 2023-09, Income Taxes (Topic 740): Improvements to Income Tax Disclosures In December 2023, the FASB issued ASU 2023-09, which modifies the rules on income tax disclosures to require entities to disclose (i) specific categories in the rate reconciliation, (ii) the income or loss from continuing operations before income tax expense or benefit (separated between domestic and foreign) and (iii) income tax expense or benefit from continuing operations (separated by federal, state and foreign). The guidance also requires entities to disclose their income tax payments to international, federal, state and local jurisdictions. The guidance is effective for annual periods beginning after December 15, 2024. Early adoption is permitted. The guidance should be applied on a prospective basis, but retrospective application is permitted. We 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 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 September 30, ​ ​ Nine Months Ended September 30, ​ 2025 2024 ​ ​ 2025 ​ 2024 ​ (in thousands) ​ ​ (in thousands) Fixed income from operating leases $ 260,744 ​ $ 227,934 ​ ​ $ 724,535 ​ $ 641,780 Variable income from operating leases ​ 3,796 ​ ​ 3,301 ​ ​ ​ 11,205 ​ ​ 10,188 Interest income from direct financing leases ​ — ​ ​ 250 ​ ​ ​ 180 ​ ​ 753 Total rental income $ 264,540 ​ $ 231,485 ​ ​ $ 735,920 ​ $ 652,721 ​ Our variable income from operating leases primarily represents the reimbursement by operators for real estate taxes that Omega pays directly. 9 Table of Contents Asset Acquisitions The following table summarizes the asset acquisitions that occurred during the nine months ended September 30, 2025: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Number of ​ ​ ​ Total Real Estate ​ Initial ​ ​ Facilities ​ Assets Acquired (1) Annual ​ Period ​ SNF ALF ILF ​ Country/State ​ (in millions) ​ Cash Yield (2) ​ Q1 ​ — 2 — TX ​ $ 10.6 ​ 9.9 % Q1 ​ — 4 — ​ U.K. ​ ​ 47.7 ​ 10.0 % Q2 ​ — 45 — ​ U.K. & Jersey ​ ​ 344.2 (3) 10.0 % Q2 ​ — 1 — ​ CA ​ ​ 11.6 ​ 10.0 % Q2 ​ — 2 — ​ NM ​ ​ 32.0 ​ 10.0 % Q2 ​ — 1 — ​ SC ​ ​ 8.5 ​ 10.0 % Q2 ​ 8 — — ​ TX ​ ​ 105.8 ​ 10.0 % Q3 ​ — 1 — ​ U.K. ​ ​ 8.6 ​ 10.0 % Q3 ​ — 1 — ​ U.K. ​ ​ 10.3 (4) 10.3 % Q3 ​ — — 1 ​ NJ ​ ​ 58.6 ​ 10.0 % Total 8 57 1 ​ ​ $ 637.9 ​ ​ (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 consist of only real estate assets. From time to time, we may have acquisitions in which additional assets and liabilities are assumed. (2) Initial annual cash yield reflects the initial annual contractual cash rent divided by the purchase price. (3) In April 2025, the Company acquired 45 facilities in the U.K. 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 $ 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 $ 3.3 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 As of December 31, 2024, we had one direct financing lease with a net investment of $ 9.5 million. During the first quarter of 2025, we terminated the direct financing lease, along with several operating leases with the same operator, and entered into a new consolidated operating lease for all facilities leased to the operator. In connection with the termination of the direct financing lease, we reclassified $ 9.4 million from investment in direct financing lease to real estate assets during the first quarter of 2025. In connection with the execution of the new consolidated lease agreement, we paid $ 10.0 million to the operator, which was treated as lease inducement. 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. 10 Table of Contents NOTE 3 – ASSETS HELD FOR SALE, DISPOSITIONS AND IMPAIRMENTS Periodically we sell facilities to reduce our exposure to certain operators, geographies and non-strategic assets or due to the exercise of a tenant purchase option. The following is a summary of our assets held for sale: ​ ​ ​ ​ ​ ​ ​ September 30, ​ December 31, ​ 2025 2024 Number of facilities held for sale ​ — ​ ​ 12 Amount of assets held for sale (in thousands) $ — ​ $ 56,194 ​ Asset Sales 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 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 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. 11 Table of Contents 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). NOTE 4 – CONTRACTUAL RECEIVABLES AND OTHER RECEIVABLES AND LEASE INDUCEMENTS Contractual receivables relate to the amounts currently owed to us under the terms of our lease and loan agreements. Effective yield interest receivables relate to the difference between the interest income recognized on an effective yield basis over the term of the loan agreement and the interest currently due to us according to the contractual agreement. Straight-line rent receivables relate to the difference between the rental revenue recognized on a straight-line basis and the amounts currently due to us according to the contractual agreement. Lease inducements result from value provided by us to the lessee, at the inception, modification or renewal of the lease, and are amortized as a reduction of rental income over the non-cancellable lease term. A summary of our net receivables and lease inducements by type is as follows: ​ ​ ​ ​ ​ ​ ​ ​ ​ September 30, ​ December 31, ​ 2025 2024 ​ ​ (in thousands) Contractual receivables – net ​ $ 12,558 ​ $ 12,611 ​ ​ ​ ​ ​ ​ ​ Effective yield interest receivables ​ $ 2,231 ​ $ 1,839 Straight-line rent receivables ​ 255,938 ​ 238,690 Lease inducements ​ 7,748 ​ 8,788 Other receivables and lease inducements ​ $ 265,917 ​ $ 249,317 ​ Cash Basis Operators and Straight-Line Receivable Write-Offs We review our collectibility assumptions related to rental income from our operator leases on an ongoing basis. 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 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 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. 12 Table of Contents Rent Deferrals and Application of Collateral 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 Maplewood 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 $ 3.3 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. 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 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. 13 Table of Contents LaVie LaVie Care Centers, LLC (“LaVie”) commenced voluntary cases under Chapter 11 of the U.S. Bankruptcy Code in the U.S. Bankruptcy Court for the Northern District of Georgia, Atlanta Division in June 2024. On December 5, 2024, a plan of reorganization was confirmed by the Bankruptcy Court, pursuant to which the LaVie master lease agreement was to be assumed and assigned by certain of the debtor(s) to operators designated by the Plan Sponsor upon the effective date of the plan. The plan of reorganization was effective as of June 1, 2025, which resulted in the LaVie master lease agreement being assumed by and assigned to ENDMT LLC (“Avardis”) and amended and restated. 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. 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. Genesis 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. Bankruptcy Code in the U.S. Bankruptcy Court for the Northern District of Texas, Dallas Division. 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 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. states and within the U.K. We monitor compliance with our real estate loans and, when necessary, have initiated collection, foreclosure and other proceedings with respect to certain outstanding real estate loans. 14 Table of Contents A summary of our real estate loans receivable by loan type is as follows: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ As of September 30, 2025 ​ ​ ​ ​ ​ ​ Weighted ​ ​ Weighted ​ ​ ​ ​ ​ ​ ​ Average ​ ​ Average Years ​ ​ September 30, ​ December 31, ​ Interest Rate ​ ​ to Maturity ​ ​ 2025 2024 ​ ​ ​ ​ ​ ​ ​ ​ (in thousands) Mortgage notes receivable – gross ​ 11.0 % ​ 4.0 (1) ​ $ 958,228 $ 982,327 Allowance for credit losses on mortgage notes receivable ​ ​ ​ ​ ​ ​ ​ ​ ( 34,676 ) ​ ​ ( 39,562 ) Mortgage notes receivable – net ​ ​ ​ ​ ​ ​ ​ ​ 923,552 ​ ​ 942,765 Other real estate loans – gross ​ 9.1 % ​ 6.6 (2) ​ ​ 528,062 ​ ​ 517,220 Allowance for credit losses on other real estate loans ​ ​ ​ ​ ​ ​ ​ ( 36,385 ) ​ ( 31,687 ) Other real estate loans – net ​ ​ ​ ​ ​ ​ ​ ​ 491,677 ​ ​ 485,533 Total real estate loans receivable – net ​ ​ ​ ​ ​ ​ ​ $ 1,415,229 ​ $ 1,428,298 (1) Consists of mortgage notes with maturity dates ranging from 2025 through 2037 (with $ 184.0 million maturing in 2025). 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 September 30, ​ Nine Months Ended September 30, ​ 2025 2024 ​ 2025 2024 ​ (in thousands) ​ (in thousands) Mortgage notes – interest income $ 26,950 $ 23,539 ​ $ 78,475 $ 65,033 Other real estate loans – interest income 7,471 ​ 10,082 ​ 22,083 ​ 28,285 Total real estate loans interest income $ 34,421 ​ $ 33,621 ​ $ 100,558 ​ $ 93,318 ​ ​ The following is a summary of advances and principal repayments under our real estate loans: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Three Months Ended ​ Nine Months Ended ​ September 30, ​ September 30, ​ 2025 2024 ​ 2025 2024 ​ (in thousands) ​ (in thousands) Advances on new real estate loans receivable (1) $ 8,064 $ 54,855 ​ $ 53,715 ​ $ 208,991 Advances on existing real estate loans receivable ​ 2,096 ​ 481 ​ ​ 11,773 ​ ​ 3,843 Principal repayments on real estate loans receivable (2) ( 2,880 ) ​ ( 7,731 ) ​ ​ ( 67,710 ) ​ ​ ( 14,736 ) Net cash advances (repayments) on real estate loans receivable $ 7,280 ​ $ 47,605 ​ $ ( 2,222 ) ​ $ 198,098 (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. 15 Table of Contents Maplewood Revolving Credit Facility 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 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 $ 3.2 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. 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. 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 Our non-real estate loans consist of fixed and variable rate loans to operators or principals. These loans may be either unsecured or secured by the collateral of the borrower, which may include the working capital of the borrower and/or personal guarantees. As of 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 September 30, 2025 ​ ​ ​ ​ ​ ​ ​ Weighted ​ Weighted ​ ​ ​ ​ ​ Average ​ Average Years ​ September 30, ​ December 31, ​ Interest Rate ​ to Maturity ​ 2025 2024 ​ ​ ​ ​ ​ ​ (in thousands) Working capital loans receivable 9.7 % ​ 0.8 (1) $ 59,254 ​ $ 57,071 Other loans receivable 10.3 % ​ 3.5 (2) 382,266 ​ 397,998 Non-real estate loans receivable – gross ​ ​ ​ ​ ​ ​ 441,520 ​ ​ 455,069 Allowance for credit losses on non-real estate loans receivable ​ ​ ​ ​ ​ ​ ( 101,837 ) ​ ​ ( 122,795 ) Total non-real estate loans receivable – net ​ ​ ​ ​ ​ $ 339,683 ​ $ 332,274 (1) Consists of revolving working capital loans receivable collateralized by the accounts receivable of the borrower with maturity dates ranging from 2025 to 2029 (with $ 25.9 million maturing in 2025 ). (2) Consists of other loans receivable with maturity dates ranging from 2025 to 2037 (with $ 38.8 million maturing in 2025 ). 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. 16 Table of Contents The following is a summary of advances and principal repayments under our non-real estate loans: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Three Months Ended ​ Nine Months Ended ​ September 30, ​ September 30, ​ 2025 2024 ​ 2025 2024 ​ (in thousands) ​ (in thousands) Advances on new non-real estate loans receivable (1) $ 12,012 $ 23,456 ​ $ 15,891 $ 33,856 Advances on existing non-real estate loans receivable ​ 5,107 ​ 400 ​ ​ 29,689 ​ ​ 14,111 Principal repayments on non-real estate loans receivable (2) ( 15,542 ) ​ ( 37,423 ) ​ ( 44,140 ) ​ ( 90,234 ) Net cash advances (repayments) on non-real estate loans receivable $ 1,577 ​ $ ( 13,567 ) ​ $ 1,440 ​ $ ( 42,267 ) (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. Included below is additional discussion on any significant new loans issued and/or significant updates to any existing loans. Genesis Non-Real Estate Loans 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. Bankruptcy Code in the Bankruptcy Court for the Northern District of Texas, Dallas Division. 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 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, 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. 17 Table of Contents NOTE 7 – ALLOWANCE FOR CREDIT LOSSES A rollforward of our allowance for credit losses for the nine months ended September 30, 2025 is as follows: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Rating ​ Financial Statement Line Item Allowance for Credit Loss as of December 31, 2024 ​ 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) 1 ​ Real estate loan receivable $ 312 ​ $ ( 69 ) ​ $ — ​ $ — ​ $ 243 2 ​ Real estate loans receivable ​ 492 ​ ​ ( 241 ) ​ ​ — ​ ​ — ​ ​ 251 3 ​ Real estate loans receivable ​ 10,991 ​ ​ ( 387 ) ​ ​ — ​ ​ — ​ ​ 10,604 4 ​ Real estate loans receivable ​ 22,528 ​ ​ ( 3,055 ) ​ ​ — ​ ​ — ​ ​ 19,473 5 ​ Real estate loans receivable ​ 25,476 ​ ​ 4,396 ​ ​ — ​ ​ — ​ ​ 29,872 6 ​ Real estate loans receivable ​ 11,450 ​ ​ ( 832 ) ​ ​ — ​ ​ — ​ ​ 10,618 ​ ​ Sub-total ​ 71,249 ​ ​ ( 188 ) (2) ​ — ​ ​ — ​ ​ 71,061 ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ 5 ​ Investment in direct financing leases ​ 1,605 ​ ​ — ​ ​ — ​ ​ ( 1,605 ) (3) ​ — ​ ​ Sub-total ​ 1,605 ​ ​ — ​ ​ — ​ ​ ( 1,605 ) ​ ​ — ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ 2 ​ Non-real estate loans receivable ​ 37 ​ ​ ( 16 ) ​ ​ — ​ ​ — ​ ​ 21 3 ​ Non-real estate loans receivable ​ 1,868 ​ ​ ( 624 ) ​ ​ — ​ ​ — ​ ​ 1,244 4 ​ Non-real estate loans receivable ​ 2,268 ​ ​ ( 1,195 ) ​ ​ — ​ ​ — ​ ​ 1,073 5 ​ Non-real estate loans receivable ​ 43,287 ​ ​ ( 1,415 ) ​ ​ — ​ ​ — ​ ​ 41,872 6 ​ Non-real estate loans receivable ​ 75,335 ​ ​ 3,801 ​ ​ ( 21,509 ) (4) ​ — ​ ​ 57,627 ​ ​ Sub-total ​ 122,795 ​ ​ 551 (2) ​ ( 21,509 ) ​ ​ — ​ ​ 101,837 ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ 2 ​ Unfunded real estate loan commitments ​ 1 ​ ​ ( 1 ) ​ ​ — ​ ​ — ​ ​ — 3 ​ Unfunded real estate loan commitments ​ 461 ​ ​ ( 21 ) ​ ​ — ​ ​ — ​ ​ 440 4 ​ Unfunded real estate loan commitments ​ 40 ​ ​ 110 ​ ​ — ​ ​ — ​ ​ 150 5 ​ Unfunded real estate loan commitments ​ 1,767 ​ ​ ( 1,560 ) ​ ​ — ​ ​ — ​ ​ 207 2 ​ Unfunded non-real estate loan commitments ​ 13 ​ ​ ( 10 ) ​ ​ — ​ ​ — ​ ​ 3 3 ​ Unfunded non-real estate loan commitments ​ 183 ​ ​ ( 112 ) ​ ​ — ​ ​ — ​ ​ 71 4 ​ Unfunded non-real estate loan commitments ​ 433 ​ ​ ( 39 ) ​ ​ — ​ ​ — ​ ​ 394 6 ​ Unfunded non-real estate loan commitments ​ 65 ​ ​ ( 65 ) ​ ​ — ​ ​ — ​ ​ — ​ ​ Sub-total ​ 2,963 ​ ​ ( 1,698 ) ​ ​ — ​ ​ — ​ ​ 1,265 ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Total $ 198,612 ​ $ ( 1,335 ) ​ $ ( 21,509 ) ​ $ ( 1,605 ) ​ $ 174,163 ​ (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. (2) These amounts include cash recoveries of $ 4.3 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. This amount also includes $ 2.1 million related to principal payments received on loans that were fully reserved. (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, along with one other non-real estate loan that was previously fully reserved. 18 Table of Contents A rollforward of our allowance for credit losses for the nine months ended September 30, 2024 is as follows: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Rating ​ Financial Statement Line Item Allowance for Credit Loss at December 31, 2023 ​ 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) 1 ​ Real estate loans receivable $ 1,501 ​ $ ( 959 ) ​ $ — ​ $ 542 2 ​ Real estate loans receivable ​ 291 ​ ​ 159 ​ ​ — ​ ​ 450 3 ​ Real estate loans receivable ​ 12,635 ​ ​ ( 2,025 ) ​ ​ — ​ ​ 10,610 4 ​ Real estate loans receivable ​ 65,113 ​ ​ ( 40,676 ) (2) ​ — ​ ​ 24,437 5 ​ Real estate loans receivable ​ — ​ ​ 26,453 (2) ​ — ​ ​ 26,453 6 ​ Real estate loans receivable ​ 11,450 ​ ​ — ​ ​ — ​ ​ 11,450 ​ ​ Sub-total ​ 90,990 ​ ​ ( 17,048 ) ​ ​ — ​ ​ 73,942 ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ 5 ​ Investment in direct financing leases ​ 2,489 ​ ​ ( 839 ) ​ ​ — ​ ​ 1,650 ​ ​ Sub-total ​ 2,489 ​ ​ ( 839 ) ​ ​ — ​ ​ 1,650 ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ 2 ​ Non-real estate loans receivable ​ 1,151 ​ ​ ( 672 ) ​ ​ — ​ ​ 479 3 ​ Non-real estate loans receivable ​ 3,903 ​ ​ ( 1,945 ) ​ ​ — ​ ​ 1,958 4 ​ Non-real estate loans receivable ​ 720 ​ ​ 1,074 ​ ​ — ​ ​ 1,794 5 ​ Non-real estate loans receivable ​ 43,404 ​ ​ 4,254 ​ ​ — ​ ​ 47,658 6 ​ Non-real estate loans receivable ​ 72,453 ​ ​ 9,569 ​ ​ ( 7,632 ) ​ ​ 74,390 ​ ​ Sub-total ​ 121,631 ​ ​ 12,280 (3) ​ ( 7,632 ) ​ ​ 126,279 ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ 2 ​ Unfunded real estate loan commitments ​ 10 ​ ​ ( 10 ) ​ ​ — ​ ​ — 3 ​ Unfunded real estate loan commitments ​ 335 ​ ​ ( 13 ) ​ ​ — ​ ​ 322 4 ​ Unfunded real estate loan commitments ​ 4,314 ​ ​ ( 4,253 ) (2) ​ — ​ ​ 61 5 ​ Unfunded real estate loan commitments ​ — ​ ​ 2,364 (2) ​ — ​ ​ 2,364 2 ​ Unfunded non-real estate loan commitments ​ 692 ​ ​ ( 585 ) ​ ​ — ​ ​ 107 3 ​ Unfunded non-real estate loan commitments ​ 46 ​ ​ 96 ​ ​ — ​ ​ 142 4 ​ Unfunded non-real estate loan commitments ​ 63 ​ ​ 17 ​ ​ — ​ ​ 80 5 ​ Unfunded non-real estate loan commitments ​ 1,594 ​ ​ ( 1,594 ) ​ ​ — ​ ​ — 6 ​ Unfunded non-real estate loan commitments ​ — ​ ​ 22 ​ ​ — ​ ​ 22 ​ ​ ​ ​ 7,054 ​ ​ ( 3,956 ) ​ ​ — ​ ​ 3,098 ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Total $ 222,164 ​ $ ( 9,563 ) ​ $ ( 7,632 ) ​ $ 204,969 (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 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. This amount also includes $ 0.6 million related to principal payments received on loans that were fully reserved. 19 Table of Contents A summary of our amortized cost basis by year of origination and credit quality indicator is as follows: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Rating Financial Statement Line Item 2025 2024 2023 2022 2021 2020 2019 & older Revolving Loans Balance as of September 30, 2025 ​ ​ (in thousands) 1 Real estate loans receivable $ — $ — $ — $ 20,000 $ — $ — $ — $ — $ 20,000 2 Real estate loans receivable ​ — ​ 29,700 ​ — ​ — ​ — ​ 21,325 ​ — ​ — ​ 51,025 3 Real estate loans receivable ​ 34,787 ​ 246,752 ​ 167,318 ​ 24,600 ​ 72,420 ​ — ​ — ​ — ​ 545,877 4 Real estate loans receivable ​ 19,289 ​ 80,279 ​ 82,688 ​ — ​ 31,730 ​ 72,359 ​ 307,373 ​ — ​ 593,718 5 Real estate loans receivable ​ — ​ — ​ — ​ — ​ — ​ — ​ — ​ 263,580 ​ 263,580 6 Real estate loans receivable ​ — ​ — ​ — ​ — ​ — ​ — ​ 12,090 ​ — ​ 12,090 ​ Sub-total ​ 54,076 ​ 356,731 ​ 250,006 ​ 44,600 ​ 104,150 ​ 93,684 ​ 319,463 ​ 263,580 ​ 1,486,290 ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ 2 Non-real estate loans receivable ​ — ​ — ​ — ​ — ​ — ​ — ​ — ​ 16,439 ​ 16,439 3 Non-real estate loans receivable ​ 1,993 ​ 3,555 ​ 75,323 ​ 15,137 ​ — ​ — ​ 2,752 ​ 46,534 ​ 145,294 4 Non-real estate loans receivable ​ 11,404 ​ 4,411 ​ — ​ — ​ — ​ — ​ 125,736 ​ 29,443 ​ 170,994 5 Non-real estate loans receivable ​ 500 ​ 6,000 ​ — ​ — ​ — ​ — ​ 42,088 ​ 1,500 ​ 50,088 6 Non-real estate loans receivable ​ — ​ 6,386 ​ 1,500 ​ 24,457 ​ — ​ — ​ 26,362 ​ — ​ 58,705 ​ Sub-total ​ 13,897 ​ 20,352 ​ 76,823 ​ 39,594 ​ — ​ — ​ 196,938 ​ 93,916 ​ 441,520 ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Total $ 67,973 $ 377,083 $ 326,829 $ 84,194 $ 104,150 $ 93,684 $ 516,401 $ 357,496 $ 1,927,810 ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Year to date gross write-offs $ — $ — $ ( 3,658 ) $ — $ ( 7,851 ) $ — $ — $ ( 10,000 ) $ ( 21,509 ) ​ Interest Receivable on Real Estate Loans and Non-Real Estate Loans We have elected the practical expedient to exclude interest receivable from our allowance for credit losses. As of 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 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 Unconsolidated Variable Interest Entities We hold variable interests in several VIEs through our investing and financing activities, which are not consolidated, as we have concluded that we are not the primary beneficiary of these entities as we do not have the power to direct activities that most significantly impact the VIE’s economic performance and/or the variable interest we hold does not obligate us to absorb losses or provide us with the right to receive benefits from the VIE which could potentially be significant. 20 Table of Contents 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, ​ December 31, ​ ​ 2025 2024 ​ ​ (in thousands) Assets ​ ​ ​ ​ ​ ​ Real estate assets – net (1) ​ $ 1,023,473 ​ $ 1,250,131 Real estate loans receivable – net ​ 589,595 ​ ​ 534,048 Investments in unconsolidated entities ​ ​ 81,257 ​ ​ 9,754 Non-real estate loans receivable – net ​ 17,241 ​ ​ 38,463 Contractual receivables – net ​ 3,333 ​ ​ 994 Other assets ​ ​ 790 ​ ​ 1,539 Total assets ​ 1,715,689 ​ 1,834,929 ​ ​ ​ ​ ​ ​ ​ Liabilities ​ ​ ​ ​ ​ ​ Accrued expenses and other liabilities ​ ​ ( 51,012 ) ​ ​ ( 52,692 ) Total liabilities ​ ( 51,012 ) ​ ( 52,692 ) ​ ​ ​ ​ ​ ​ ​ Collateral ​ ​ Personal guarantee ​ ( 8,000 ) ​ ​ ( 48,000 ) Other collateral (1) ​ ( 1,284,379 ) ​ ​ ( 1,422,096 ) Total collateral ​ ( 1,292,379 ) ​ ​ ( 1,470,096 ) ​ ​ ​ ​ ​ ​ ​ Maximum exposure to loss ​ $ 372,298 ​ $ 312,141 (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 nine months ended September 30, 2025 and 2024: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Three Months Ended September 30, ​ Nine Months Ended September 30, ​ ​ ​ 2025 2024 ​ 2025 2024 ​ ​ ​ (in thousands) ​ (in thousands) Revenue ​ ​ ​ ​ ​ Rental income ​ ​ $ 26,921 ​ $ 29,956 ​ $ 91,574 ​ $ 75,799 Interest income ​ ​ 8,449 ​ 3,442 ​ 23,017 ​ 9,897 Total ​ ​ $ 35,370 ​ $ 33,398 ​ $ 114,591 ​ $ 85,696 ​ Consolidated VIEs The Company consolidates Omega OP, a VIE in which the Company is considered the primary beneficiary. The Company, as general partner, has the power to direct the activities of Omega OP that most significantly affect Omega OP’s performance, and through its interest in Omega OP, has both the right to receive benefits from and the obligation to absorb losses of Omega OP. 21 Table of Contents Additionally, we own a partial equity interest in a joint venture that we have determined is a VIE. We have consolidated this VIE because we have concluded that we are the primary beneficiary of this VIE based on 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 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 ​ ​ Ownership ​ Facility ​ Facility ​ September 30, ​ December 31, Entity/Description ​ % (1) ​ Type ​ Count (1) ​ 2025 2024 Lakeway Realty, L.L.C. ​ 51 % ​ Specialty facility ​ 1 ​ $ 65,465 ​ $ 67,541 In Substance Real Estate Investments (2) ​ N/A ​ ALF ​ 12 ​ ​ 75,279 ​ ​ — Other Healthcare JVs (3)(4) ​ 9 % – 25 % ​ N/A ​ N/A ​ ​ 7,424 ​ ​ 7,317 Other Real Estate JVs (4)(5) ​ 20 % – 50 % ​ Various ​ 6 ​ 2,122 ​ 6,736 Second Spring Healthcare Investment ​ 15 % ​ N/A ​ — ​ ​ 8 ​ 7,117 ​ ​ ​ ​ ​ ​ ​ ​ $ 150,298 ​ $ 88,711 (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 September 30, 2025 and December 31, 2024: ​ ​ ​ ​ ​ (in thousands) Balance as of December 31, 2024 ​ $ 643,664 Foreign currency translation ​ 973 Balance as of September 30, 2025 ​ $ 644,637 ​ ​ The following is a summary of our intangible assets and liabilities as of September 30, 2025 and December 31, 2024: ​ ​ ​ ​ ​ ​ ​ ​ September 30, ​ December 31, ​ 2025 ​ 2024 ​ ​ (in thousands) Assets: ​ ​ ​ Above market leases ​ $ 34,003 ​ $ 31,864 Accumulated amortization ​ ( 6,085 ) ( 3,800 ) Net above market leases ​ $ 27,918 ​ $ 28,064 ​ ​ ​ ​ ​ ​ ​ Liabilities: ​ ​ ​ Below market leases ​ $ 33,014 ​ $ 34,723 Accumulated amortization ​ ( 26,359 ) ( 26,647 ) Net below market leases ​ $ 6,655 ​ $ 8,076 ​ 22 Table of Contents Above market leases, net of accumulated amortization, are included in other assets on our Consolidated Balance Sheets. Below market leases, net of accumulated amortization, are included in accrued expenses and other liabilities on our Consolidated Balance Sheets. The net amortization related to the above and below market leases is included in our Consolidated Statements of Operations as an adjustment to rental income. For the 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: remainder of 2025 – $( 0.5 ) million; 2026 – $( 2.1 ) million; 2027 – $( 2.1 ) million; 2028 – $( 2.1 ) million and 2029 – $( 2.2 ) million. 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 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 $ 10.5 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 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. 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 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 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 %). ​ NOTE 12 – STOCKHOLDERS’ EQUITY Increase of Authorized Omega Common Stock On June 6, 2025, Omega amended its charter to increase the number of authorized shares of Omega common stock from 350.0 million to 700.0 million. 23 Table of Contents Stock Repurchase Program 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. Dividends The following is a summary of our declared cash dividends on common stock: ​ ​ ​ ​ ​ ​ Record Date Payment Date Dividend per Common Share February 10, 2025 ​ February 18, 2025 ​ $ 0.67 May 5, 2025 ​ May 15, 2025 ​ ​ 0.67 August 4, 2025 ​ August 15, 2025 ​ ​ 0.67 November 3, 2025 ​ November 17, 2025 ​ ​ 0.67 ​ 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 nine months ended September 30, 2025 and 2024 (in thousands): ​ ​ ​ ​ ​ ​ ​ Period Ended Shares issued ​ Gross Proceeds Three Months Ended September 30, 2024 2,575 ​ $ 90,469 Three Months Ended September 30, 2025 2,116 ​ ​ 80,556 Nine Months Ended September 30, 2024 3,017 ​ ​ 104,366 Nine Months Ended September 30, 2025 8,771 ​ ​ 330,749 ​ 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 nine months ended September 30, 2025 and 2024 (in thousands except average price per share): ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Average Net Price ​ ​ ​ ​ ​ Period Ended Shares issued Per Share (1) Gross Proceeds Net Proceeds Three Months Ended September 30, 2024 11,630 $ 37.45 $ 439,685 $ 435,501 Three Months Ended September 30, 2025 208 ​ 40.02 ​ 8,566 ​ 8,336 Nine Months Ended September 30, 2024 19,883 ​ 35.05 ​ 703,900 ​ 696,993 Nine Months Ended September 30, 2025 7,493 ​ 37.05 ​ 280,887 ​ 277,632 (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 nine months ended September 30, 2025 and 2024. 24 Table of Contents Accumulated Other Comprehensive Income (Loss) 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, ​ December 31, ​ 2025 2024 ​ ​ (in thousands) Foreign currency translation $ 15,312 ​ $ ( 66,110 ) Derivative instruments designated as cash flow hedges ​ 67,237 ​ ​ 76,713 Derivative instruments designated as net investment hedges ( 4,235 ) ​ 11,898 Total accumulated other comprehensive income before noncontrolling interest 78,314 ​ 22,501 Add: portion included in noncontrolling interest ( 1,348 ) ​ 230 Total accumulated other comprehensive income for Omega $ 76,966 ​ $ 22,731 ​ ​ 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 Omega was organized, has operated and intends to continue to operate in a manner that enables Omega to qualify for taxation as a REIT under Sections 856 through 860 of the Code. We have elected to treat certain of our active subsidiaries as taxable REIT subsidiaries (“TRSs”). Our domestic TRSs are subject to federal, state and local income taxes at the applicable corporate rates. Our foreign subsidiaries are subject to foreign income taxes and withholding taxes. Income taxes included within the financial statements primarily represent U.S. federal, state and local income taxes as well as non-U.S. income based or withholding taxes on certain investments located in jurisdictions outside the U.S. The following is a summary of our provision for income taxes: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Three Months Ended September 30, Nine Months Ended September 30, ​ 2025 2024 2025 2024 ​ (in thousands) Federal, state and local income tax expense $ 168 $ 519 $ 609 $ 1,218 Foreign tax expense ​ 4,315 ​ 2,797 ​ 12,013 ​ 6,659 Total income tax expense (1) $ 4,483 ​ $ 3,316 ​ $ 12,622 ​ $ 7,877 (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 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. 25 Table of Contents NOTE 14 – STOCK-BASED COMPENSATION 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, ​ 2025 2024 2025 2024 ​ (in thousands) ​ Stock-based compensation expense $ 9,277 ​ $ 9,083 $ 34,323 $ 27,498 ​ 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. We granted 3,065 time-based restricted stock units (“RSUs”) and 215,606 time-based profits interest units (“PIUs”) during the first quarter of 2025 to certain officers and employees, and those units vest on December 31, 2027 ( three years after the grant date), subject to continued employment and vesting in connection with certain other events. We granted 1,832,700 performance-based PIUs and 28,027 performance-based RSUs during the first quarter of 2025 to certain officers and employees, which are earned based on the level of performance over the performance period (normally three years ) and vest quarterly in the four th year, subject to continued employment and vesting in connection with certain other events. We also granted 63,578 performance-based RSUs during the first quarter of 2025 to certain employees, which are earned based on the level of performance over the performance period (normally three years ) and vest on December 31, 2027, subject to continued employment. We granted 22,766 time-based PIUs and 22,040 time-based RSUs to directors during the second quarter of 2025, and those units vest on the date of Omega’s 2026 annual meeting of stockholders, subject to the director’s continued service and vesting in certain other events. Time-based and performance-based grants made to named executive officers and key employees that meet certain conditions under the Company’s retirement policy (length of service, age, etc.) vest on an accelerated basis pursuant to the terms of our 2018 Stock Incentive Plan. Leadership Transition In January 2025, the Company and Daniel J. Booth, Chief Operating Officer, mutually agreed that Mr. Booth’s employment agreement with the Company would terminate effective January 2, 2025. The Company entered into a Transition Agreement and Release (the “Transition Agreement”) as of January 1, 2025 with Mr. Booth in connection with his departure and transitioning of his responsibilities. The Transition Agreement provides that Mr. Booth will be entitled to receive the payments and benefits due in connection with a termination of employment by the Company without cause pursuant to his Employment Agreement, as amended, dated effective January 1, 2024, provided that vesting of his previously granted equity incentives shall be prorated through January 1, 2026, and he shall be entitled to certain continued benefits under his supplemental life insurance policy. In connection with the transition discussed above and the modification of certain of Mr. Booth’s equity awards, the Company incurred incremental non-cash stock-based compensation expense of $ 6.6 million, which is reflected within general and administrative expense within the Consolidated Statements of Operations in the first quarter of 2025. General and administrative expense also includes the accrual of $ 2.2 million of transition payments to Mr. Booth to be made over the 24-month period and other costs incurred related to the transaction. 26 Table of Contents NOTE 15 – BORROWING ACTIVITIES AND ARRANGEMENTS The following is a summary of our borrowings: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Annual ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Interest Rate ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ as of ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ September 30, ​ ​ September 30, ​ December 31, ​ Maturity 2025 ​ 2025 2024 ​ ​ ​ ​ (in thousands) Secured borrowings: ​ ​ ​ 2026 Mortgage Loan (1) 2026 9.35 % ​ $ 245,929 ​ $ 231,148 Deferred financing costs – net ​ ​ ​ ( 2,219 ) ​ ( 3,753 ) Premium – net (2) ​ ​ 9,379 ​ 15,915 Total secured borrowings ​ ​ ​ ​ ​ ​ ​ 253,089 ​ ​ 243,310 ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Unsecured borrowings: ​ ​ ​ Revolving Credit Facility (3) 2029 SOFR + 1.05 % ​ — ​ — ​ ​ ​ ​ ​ ​ ​ ​ — ​ ​ — Senior notes and other unsecured borrowings: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ 2025 notes (3)(4) 2025 4.50 % ​ — ​ 400,000 2026 notes (3)(5) 2026 5.25 % ​ 600,000 ​ 600,000 2027 notes (3) 2027 4.50 % ​ 700,000 ​ 700,000 2028 notes (3) 2028 4.75 % ​ 550,000 ​ 550,000 2029 notes (3) 2029 3.63 % ​ 500,000 ​ 500,000 2030 notes (3) ​ 2030 ​ 5.20 % ​ ​ 600,000 ​ ​ — 2031 notes (3) ​ 2031 ​ 3.38 % ​ ​ 700,000 ​ ​ 700,000 2033 notes (3) ​ 2033 ​ 3.25 % ​ ​ 700,000 ​ ​ 700,000 2026 Term Loan (3)(6) ​ 2026 5.25 % ​ 428,500 ​ 428,500 OP Term Loan (7) 2025 N/A ​ ​ — ​ 50,000 2028 Term Loan ​ 2028 ​ SOFR + 1.20 % ​ ​ — ​ ​ — Deferred financing costs – net ​ ​ ​ ( 17,267 ) ​ ( 14,843 ) Discount – net ​ ​ ( 19,776 ) ​ ( 18,108 ) Total senior notes and other unsecured borrowings – net ​ ​ 4,741,457 ​ 4,595,549 ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Total unsecured borrowings – net ​ ​ 4,741,457 ​ 4,595,549 ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Total secured and unsecured borrowings – net (8)(9) ​ ​ $ 4,994,546 ​ $ 4,838,859 (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) The Company repaid $ 400 million of 4.50 % senior notes that matured on January 15, 2025 using available cash. (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. Omega OP was the obligor on this borrowing. (8) All borrowings are direct borrowings of Parent unless otherwise noted. (9) Certain of our other secured and unsecured borrowings are subject to customary affirmative and negative covenants, including financial covenants. As of September 30, 2025 and December 31, 2024, we were in compliance with all applicable covenants for our borrowings . 27 Table of Contents 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 On June 20, 2025, Omega issued $ 600 million of Senior Notes due 2030 (the “2030 Senior Notes”) that mature on July 1, 2030 and bear interest at a fixed rate of 5.200 % per annum, payable semi-annually on January 1 and July 1 of each year, commencing on January 1, 2026. The 2030 Senior Notes were sold at an issue price of 99.118 % of their face value, resulting in a discount of $ 5.3 million. We incurred $ 5.6 million of deferred costs in connection with the issuance. The net proceeds from the issuance will be used for general corporate purposes, which may include, among other things, repayment of our existing indebtedness and future acquisition or investment opportunities in healthcare-related real estate properties and to pay certain fees and expenses related to the offering. NOTE 16 – DERIVATIVES AND HEDGING We are exposed to, among other risks, the impact of changes in foreign currency exchange rates as a result of our investments in the U.K. and interest rate risk related to our capital structure. As a matter of policy, we do not use derivatives for trading or speculative purposes. Our risk management program is designed to manage the exposure and volatility arising from these risks, and utilizes foreign currency forward contracts, interest rate swaps and debt issued in foreign currencies to offset a portion of these risks. 28 Table of Contents 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. Additionally, we have 11 foreign currency forward contracts with £ 258.0 million in notional value issued at a weighted average GBP-USD forward rate of 1.2899 that are designated as net investment hedges. During the second quarter of 2025, we terminated one interest rate swap with $ 50.0 million of notional value and paid our swap counterparty $ 0.5 million in connection with the repayment of the OP Term Loan. On March 27, 2020 , we entered into five forward starting swaps totaling $ 400 million, indexed to 3-month LIBOR, that were issued at a weighted average fixed rate of approximately 0.8675 % and were subsequently designated as cash flow hedges of interest rate risk associated with interest payments on a forecasted issuance of fixed rate long-term debt, initially expected to occur within the next five years . The swaps had an effective date of August 1, 2023 and an expiration date of August 1, 2033 . In conjunction with the October 2020 issuance of $ 700 million of 3.375 % Senior Notes due 2031 (the “2031 Senior Notes”) and the March 2021 issuance of $ 700 million aggregate principal amount of our 3.25 % Senior Notes due 2033 (the “2033 Senior Notes”), we applied hedge accounting for these five forward starting swaps and began amortization. Simultaneously, we re-designated these swaps in new cash flow hedging relationships of interest rate risk associated with interest payments on another forecasted issuance of long-term debt. We were hedging our exposure to the variability in future cash flows for forecasted transactions over a maximum period of 46 months (excluding forecasted transactions related to the payment of variable interest on existing financial instruments). As a result of these transactions, the aggregate unrealized gain of $ 41.2 million ($ 9.5 million gain related to the 2031 Senior Notes issuance and $ 31.7 million gain related to the 2033 Senior Notes issuance) included within accumulated other comprehensive income at the time of the Senior Notes issuances is being ratably reclassified as a reduction to interest expense, net over 10 years. On May 30, 2023, the five forward starting swaps were terminated, and Omega received a net cash settlement of $ 92.6 million from the swap counterparties. The incremental $ 51.4 million of gains related to the forward swaps, recorded in accumulated other comprehensive income, were frozen at the time of termination and will be recognized ratably over 10 years in earnings when the next qualifying debt issuance occurs. The $ 600 million of 2030 Senior Notes that were issued in June 2025, as discussed further in Note 15 – Borrowing Activities and Arrangements, were determined to be a qualifying issuance, and amortization of the $ 51.4 million began as of the issuance date of the 2030 Senior Notes. The amortization is recorded as a reduction to interest expense. 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 . 29 Table of Contents The location and fair value of the Omega’s derivative instruments, at the respective balance sheet dates, were as follows: ​ ​ ​ ​ ​ ​ ​ September 30, ​ December 31, ​ 2025 2024 Cash flow hedges: (in thousands) Other assets $ 1 ​ $ 381 Accrued expenses and other liabilities $ 5,172 ​ $ 554 ​ ​ ​ ​ ​ ​ Net investment hedges: ​ ​ ​ ​ ​ Other assets $ — ​ $ 8,434 Accrued expenses and other liabilities $ 7,699 ​ $ — ​ ​ ​ ​ ​ ​ Derivative instruments not designated: ​ ​ ​ ​ ​ Other assets $ 1,649 ​ $ — ​ The fair value of the interest rate swaps and foreign currency forwards is derived from observable market data such as yield curves and foreign exchange rates and represents a Level 2 measurement on the fair value hierarchy. NOTE 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 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 ​ Carrying Fair Carrying Fair ​ Amount Value Amount Value ​ ​ (in thousands) Assets: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Investments in direct financing leases – net $ — ​ $ — $ 9,453 $ 9,453 Real estate loans receivable – net ​ 1,415,229 ​ 1,436,119 ​ 1,428,298 ​ 1,447,262 Non-real estate loans receivable – net ​ 339,683 ​ 340,547 ​ 332,274 ​ 340,025 Total ​ $ 1,754,912 ​ $ 1,776,666 ​ $ 1,770,025 ​ $ 1,796,740 Liabilities: ​ ​ ​ ​ Revolving Credit Facility ​ $ — ​ $ — ​ $ — ​ $ — 2026 Mortgage Loan ​ 253,089 ​ 255,308 ​ 243,310 ​ 247,063 2026 Term Loan ​ ​ 427,922 ​ ​ 428,500 ​ ​ 427,044 ​ ​ 428,500 OP Term Loan ​ — ​ — ​ 49,966 ​ 50,000 2028 Term Loan ​ ​ — ​ ​ — ​ ​ — ​ ​ — 4.50 % notes due 2025 – net ​ — ​ — ​ 399,968 ​ 399,856 5.25 % notes due 2026 – net ​ 599,787 ​ 600,156 ​ 599,259 ​ 600,714 4.50 % notes due 2027 – net ​ 697,865 ​ 701,946 ​ 696,766 ​ 691,040 4.75 % notes due 2028 – net ​ 547,689 ​ 554,570 ​ 546,933 ​ 542,553 3.63 % notes due 2029 – net ​ ​ 495,215 ​ ​ 479,735 ​ ​ 494,308 ​ ​ 461,180 5.20 % notes due 2030 – net ​ ​ 589,643 ​ ​ 609,132 ​ ​ — ​ ​ — 3.38 % notes due 2031 – net ​ ​ 690,304 ​ ​ 649,572 ​ ​ 688,962 ​ ​ 620,809 3.25 % notes due 2033 – net ​ ​ 693,032 ​ ​ 617,617 ​ ​ 692,343 ​ ​ 585,389 Total ​ $ 4,994,546 ​ $ 4,896,536 ​ $ 4,838,859 ​ $ 4,627,104 ​ 30 Table of Contents Fair value estimates are subjective in nature and are dependent on a number of important assumptions, including estimates of future cash flows, risks, discount rates and relevant comparable market information associated with each financial instrument (see Note 2 – Summary of Significant Accounting Policies in our Annual Report on Form 10-K for the year ended December 31, 2024). The use of different market assumptions and estimation methodologies may have a material effect on the reported estimated fair value amounts. The following methods and assumptions were used in estimating fair value disclosures for financial instruments. ● Real estate loans receivable: The fair value of the real estate loans receivable are estimated using a discounted cash flow analysis, using interest rates being offered for similar loans to borrowers with similar credit ratings (Level 3). ● Non-real estate loans receivable: Non-real estate loans receivable are primarily comprised of notes receivable. The fair values of notes receivable are estimated using a discounted cash flow analysis, using interest rates being offered for similar loans to borrowers with similar credit ratings (Level 3). ● 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. Differences between carrying value and the fair value in the table above are due to the inclusion of deferred financing costs and discounts in the carrying value. ● 2026 Mortgage Loan: The 2026 Mortgage Loan was recorded at fair market value in July 2024, as of the date it was assumed. The fair market value was determined by discounting the remaining contractual cash flows using a current market rate of interest of comparable debt instruments. Differences between carrying value and the fair value in the table above are due to the inclusion of deferred financing costs in the carrying value. ● Senior notes: The fair value of the senior unsecured notes payable was estimated based on (Level 1) publicly available trading prices . NOTE 18 – COMMITMENTS AND CONTINGENCIES Litigation Gulf Coast Subordinated Debt In August 2021, we filed suit in the Circuit Court for Baltimore County (the “Court”) against the holders of certain Subordinated Debt (the “Debt Holders”) associated with our Gulf Coast master lease agreement, following an assertion by the Debt Holders that our prior exercise of offset rights in connection with Gulf Coast’s non-payment of rent had resulted in defaults under the terms of the Subordinated Debt. The suit seeks a declaratory judgment to, among other items, declare that the aggregate amount of unpaid rent due from Gulf Coast under the master lease agreement exceeds all amounts which otherwise would be due and owing by an indirect subsidiary of Omega (“Omega Obligor”) under the Subordinated Debt, and that all principal and interest due and owing under the Subordinated Debt may be (and was) offset in full as of December 31, 2021. In October 2021, the Debt Holders filed a motion to dismiss for lack of personal jurisdiction. On November 3, 2022, the Court granted the Debt Holders’ motion to dismiss for lack of personal jurisdiction, and Omega filed a timely appeal of the ruling, 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). 31 Table of Contents On or about January 19, 2023, the Debt Holders served a lawsuit against the Omega Obligor in the Superior Court of the State of Delaware (the “Delaware Court”), asserting claims for (i) breach of the instruments evidencing the Subordinated Debt, (ii) declaratory judgment, and (iii) unjust enrichment, all claims that are factually based on the claims that are the subject of Omega Obligor’s suit in the Court and that are now on appeal. On February 8, 2023, Omega Obligor filed a motion to dismiss or, in the alternative, to stay this action pending the outcome of the above-referenced lawsuit in Maryland. On July 10, 2023, the Delaware state court case stayed the proceeding pending further developments in the Maryland litigation. 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 timely filed its answer and affirmative defenses, denying the claims and relief sought by the Debt Holders in the Delaware Court. Other In addition to the matters above, we are subject to various other legal proceedings, claims and other actions arising out of the normal course of business. While any legal proceeding or claim has an element of uncertainty, management believes that the outcome of each lawsuit, claim or legal proceeding that is pending or threatened, or all of them combined, will not have a material adverse effect on our consolidated financial position or results of operations. Indemnification Agreements In connection with certain facility transitions, we have agreed to indemnify certain operators in certain events. As of 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. These indemnification agreements were provided to certain operators in connection with facility transitions and generally would be applicable if the prior operators do not perform under their transition agreements. Commitments We have committed to fund the construction of new leased and mortgaged facilities, capital improvements and other commitments. We expect the funding of these commitments to be completed over the next several years. Our remaining commitments at September 30, 2025, are outlined in the table below (in thousands): ​ ​ ​ ​ ​ ​ ​ ​ ​ Lessor construction and capital commitments under lease agreements ​ $ 220,986 Non-real estate loan commitments ​ 51,327 Real estate loan commitments ​ 30,961 Total remaining commitments (1) ​ $ 303,274 (1) Includes finance costs. 32 Table of Contents NOTE 19 – EARNINGS PER SHARE The following tables set forth the computation of basic and diluted earnings per share: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Three Months Ended September 30, Nine Months Ended September 30, ​ 2025 2024 2025 2024 ​ (in thousands, except per share amounts) Numerator: ​ ​ ​ ​ ​ Net income $ 184,956 ​ $ 114,914 ​ $ 437,495 ​ $ 301,339 Less: adjustments to basic numerator (1) ( 7,088 ) ​ ( 3,152 ) ​ ​ ( 29,279 ) ​ ( 8,354 ) Net income available to common stockholders – basic $ 177,868 ​ $ 111,762 ​ $ 408,216 ​ $ 292,985 Add: net income attributable to OP Units 5,342 ​ 3,297 ​ ​ 12,104 ​ 8,796 Net income available to common stockholders – diluted $ 183,210 ​ $ 115,059 ​ $ 420,320 ​ $ 301,781 Denominator: ​ ​ ​ Denominator for basic earnings per share 295,827 ​ 262,720 ​ 290,057 ​ 252,719 Effect of dilutive securities: ​ ​ ​ ​ ​ ​ ​ Common stock equivalents 3,485 ​ 5,088 ​ 3,561 ​ 4,476 Noncontrolling interest – Omega OP Units 8,861 ​ 7,749 ​ 8,547 ​ 7,590 Denominator for diluted earnings per share 308,173 ​ 275,557 ​ 302,165 ​ 264,785 ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Earnings per share – basic: ​ ​ ​ Net income available to common stockholders $ 0.60 ​ $ 0.43 ​ $ 1.41 ​ $ 1.16 Earnings per share – diluted: ​ ​ ​ ​ ​ ​ ​ Net income available to common stockholders $ 0.59 ​ $ 0.42 ​ $ 1.39 ​ $ 1.14 (1) Includes adjustments to remove income related to non-controlling interests and participating shares including time-based and performance-based PIUs and time-based and performance-based RSUs. ​ ​ NOTE 20 – SUPPLEMENTAL DISCLOSURE TO CONSOLIDATED STATEMENTS OF CASH FLOWS 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, ​ 2025 2024 ​ (in thousands) Reconciliation of cash and cash equivalents and restricted cash: ​ ​ ​ ​ ​ ​ Cash and cash equivalents ​ $ 737,186 ​ $ 342,444 Restricted cash ​ 37,818 ​ 17,866 Cash, cash equivalents and restricted cash at end of period ​ $ 775,004 ​ $ 360,310 ​ ​ ​ ​ ​ ​ ​ Supplemental information: ​ ​ ​ ​ Interest paid during the period, net of amounts capitalized ​ $ 166,739 ​ $ 179,369 Taxes paid during the period ​ $ 4,520 ​ $ 2,775 ​ ​ ​ ​ ​ ​ ​ Non-cash investing activities: ​ ​ Non-cash acquisition of real estate (see Note 2) ​ $ ( 10,081 ) ​ $ ( 344,008 ) Non-cash collection of real-estate loan receivable principal (see Note 5) ​ $ 10,081 ​ $ — Non-cash investment in non-real estate loans receivable ​ $ — ​ $ ( 1,632 ) ​ ​ ​ ​ ​ ​ ​ Non-cash financing activities: ​ ​ Assumption of debt (see Note 15) ​ $ — ​ $ 263,990 Change in fair value of hedges ​ $ ( 14,822 ) ​ $ ( 9,534 ) Remeasurement of debt denominated in a foreign currency ​ $ 17,278 ​ $ 9,908 ​ 33 Table of Contents NOTE 21 – SEGMENTS We conduct our operations and report financial results as one business segment. The presentation of financial results as one reportable segment is consistent with the way we operate our business and 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. The measure of segment assets is reported on the Consolidated Balance Sheets as total assets. The CODM uses net income to evaluate whether to make new investments, borrow or pay-off debt and/or issue or repurchase equity. The Company’s CODM periodically reviews interest expense and treats it as a significant segment expense. Interest expense is the largest recurring cash expense of the Company because debt is one of our primary sources of funds for new investments. 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 September 30, ​ Nine Months Ended September 30, ​ 2025 2024 ​ 2025 2024 ​ (in thousands) ​ (in thousands) Interest expense $ 57,060 $ 52,777 ​ $ 159,841 $ 157,525 Interest – amortization of deferred financing costs (1) 1,055 ​ 1,913 ​ 3,451 ​ 8,951 Interest expense – net $ 58,115 ​ $ 54,690 ​ $ 163,292 ​ $ 166,476 (1) Includes amortization of deferred financing costs, discounts and premiums. NOTE 22 – SUBSEQUENT EVENTS 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. ​ 34 Table of Contents