What changed in this filing

/stocks — the workspaceLOADING

Item 9A. Controls and Procedures

2026-02-09 compared with 2025-02-13 · 687 added, 1082 removed, 1605 unchanged (52% of the section changed)

20 unchanged sentences

Item 9B – Other Information

(a) Amendment and Restatement of Omega OP Partnership Agreement

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

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

(b) Rule 10b5-1 Trading Plans

Rule 10b5-1 Trading Plans

No officers or directors, as defined in Rule 16a-1(f), adopted , modified and/or terminated a “Rule 10b5-1 trading arrangement” or a “non-Rule 10b5-1 trading arrangement,” as defined in Regulation S-K Item 408, during the fourth quarter of 2025.

10 unchanged sentences

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

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

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

Equity Award Grant Policy

77 unchanged sentences

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

Auditing the Company's accounting for rental income is complex due to the judgment involved in the Company’s determination of the collectibility of future lease payments.

Auditing the Company's accounting for rental income is complex due to the judgment involved in the Company’s determination of the collectibility of future lease payments for certain operators.

The determination involves consideration of the lessee’s payment history, an assessment of the financial strength of the lessee and any guarantors, where applicable, historical operations and operating trends, current and future economic conditions, and expectations of performance (which includes known substantial doubt about an operator’s ability to continue as a going concern).

16 unchanged sentences

(the Company) maintained, in all material respects, effective internal control over financial reporting as of December 31, 2025, based on the COSO criteria.

We also have audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States) (PCAOB), the consolidated balance sheets of Omega Healthcare Investors, Inc.

as of December 31, 2024 and 2023, the related consolidated statements of operations, comprehensive income, equity and cash flows for each of the three years in the period ended December 31, 2024, and the related notes and financial statement schedules listed in the Index at Item 15(a)(2) and our report dated February 13, 2025 expressed an unqualified opinion thereon.

We also have audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States) (PCAOB), the consolidated balance sheets of the Company as of December 31, 2025 and 2024, the related consolidated statements of operations, comprehensive income, equity and cash flows for each of the three years in the period ended December 31, 2025, and the related notes and financial statement schedules listed in the Index at Item 15(a)(2) and our report dated February 9, 2026 expressed an unqualified opinion thereon.

Basis for Opinion

31 unchanged sentences

Real estate loans receivable – net

Investments in unconsolidated joint ventures

Investments in unconsolidated entities

Assets held for sale

37 unchanged sentences

Impairment on real estate properties

(Recovery) provision for credit losses

Provision (recovery) for credit losses

Interest expense

1 unchanged sentence

Other income (expense)

Other income (expense) – net

Loss on debt extinguishment

Other income – net

Gain (loss) on debt extinguishment

Gain on assets sold – net

Total other income

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

Income before income tax expense and income from unconsolidated entities

Income tax expense

Income (loss) from unconsolidated joint ventures

(Loss) income from unconsolidated entities

Net income attributable to noncontrolling interest

11 unchanged sentences

Cash flow hedges

Total other comprehensive (loss) income

Total other comprehensive income (loss)

Comprehensive income

13 unchanged sentences

Issuance of common stock

Repurchase of common stock

Common dividends declared ($ 2.68 per share)

Vesting/exercising of OP units

Conversion and redemption of Omega OP Units to common stock

Issuance of Omega OP Units

Exchange and redemption of Omega OP Units

Omega OP Units distributions

6 unchanged sentences

Common dividends declared ($ 2.68 per share)

Vesting/exercising of OP units

Conversion and redemption of Omega OP Units to common stock

Issuance of Omega OP Units

Exchange and redemption of Omega OP Units

Omega OP Units distributions

Net change in noncontrolling interest holder in consolidated JV

Other comprehensive income

Other comprehensive loss

Balance at December 31, 2024

3 unchanged sentences

Common dividends declared ($ 2.68 per share)

Vesting/exercising of OP units

Conversion and redemption of Omega OP Units to common stock

Issuance of Omega OP Units

Exchange and redemption of Omega OP Units

Omega OP Units distributions

Net change in noncontrolling interest holder in consolidated JV

Other comprehensive loss

Other comprehensive income

Balance at December 31, 2025

9 unchanged sentences

Impairment on real estate properties

Provision for rental income

(Recovery) provision for credit losses

Straight-line rent and other write-offs

Provision (recovery) for credit losses

Amortization of deferred financing costs and loss on debt extinguishment

Accretion of direct financing leases

Stock-based compensation expense

Gain on assets sold – net

Amortization of acquired in-place leases – net

Straight-line rent and effective interest receivables

Interest paid-in-kind

Loss from unconsolidated joint ventures

Loss from unconsolidated entities

Other non-cash items

Change in operating assets and liabilities – net:

7 unchanged sentences

Investments in construction in progress

Placement of loan principal

Investment in loan receivables and other

Collection of loan principal

Investments in unconsolidated joint ventures

Distributions from unconsolidated joint ventures in excess of earnings

Investments in unconsolidated entities

Distributions from unconsolidated entities in excess of earnings

Capital improvements to real estate investments

Proceeds from net investment hedges

Proceeds from foreign currency forward contracts

Receipts from insurance proceeds

Net cash (used in) provided by investing activities

Net cash used in investing activities

Cash flows from financing activities

2 unchanged sentences

( 1,896,758 )

( 1,145,301 )

Payments of financing related costs

Net proceeds from issuance of common stock

Repurchase of common stock

Dividends paid

Net payments to noncontrolling members of consolidated joint venture

Proceeds from derivative instruments

(Payments for) proceeds from derivative instruments

Redemption of Omega OP Units

Distributions to Omega OP Unit Holders

Net cash provided by (used in) financing activities

Net cash (used in) provided by financing activities

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

Increase in cash, cash equivalents and restricted cash

(Decrease) increase in cash, cash equivalents and restricted cash

Cash, cash equivalents and restricted cash at beginning of period

5 unchanged sentences

Omega Healthcare Investors, Inc.

(“Parent”), is a Maryland corporation that, together with its consolidated subsidiaries (collectively, “Omega”, the “Company”, “we”, “our”, “us”) invests in healthcare-related real estate properties located in the United States (“U.S.”) and the United Kingdom (“U.K.”).

Our core business is to provide financing and capital to the long-term healthcare industry with a particular focus on skilled nursing facilities (“SNFs”), assisted living facilities (“ALFs”), and to a lesser extent, independent living facilities (“ILFs”), rehabilitation and acute care facilities (“specialty facilities”) and medical office buildings (“MOBs”).

Our core 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 continuing care retirement communities (“CCRCs”).

Our core portfolio consists of our long-term “triple-net” leases and real estate loans with healthcare operating companies and affiliates (collectively, our “operators”).

Additionally, during the fourth quarter of 2025, we began utilizing the structure authorized by the REIT Investment Diversification and Empowerment Act of 2007 (commonly referred to as “RIDEA”), whereby we own and operate healthcare facilities through third-party managers (collectively, our “managers”).

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.

From time to time, we also acquire equity interests in joint ventures or entities that support the long-term healthcare industry and our operators, which may include ancillary service or technology companies, and in operating companies.

Omega has elected to be taxed as a real estate investment trust (“REIT”) for federal income tax purposes and is structured as an umbrella partnership REIT (“UPREIT”) under which all of Omega's assets are owned directly or indirectly by, and all of Omega's operations are conducted directly or indirectly through, its operating partnership subsidiary, OHI Healthcare Properties Limited Partnership (collectively with subsidiaries, “Omega OP”).

1 unchanged sentence

As of December 31, 2025, Parent owned approximately 95 % of the issued and outstanding units of partnership interest in Omega OP (“Omega OP Units”), and other investors owned approximately 5 % 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 December 31, 2025 and 2024, there were 14,698,225 and 7,898,425 Omega OP Units outstanding, respectively, that were held by other investors.

NOTE 2 – SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

4 unchanged sentences

Consolidation

The consolidated financial statements include the accounts of Omega Healthcare Investors, Inc, its wholly-owned subsidiaries, joint venture (“JVs”) and variable interest entities (“VIEs”) that it controls, through voting rights or other means.

The consolidated financial statements include the accounts of Omega Healthcare Investors, Inc, its wholly-owned subsidiaries, 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.

5 unchanged sentences

We may change our original assessment of a VIE upon subsequent events such as the modification of contractual arrangements that affects the characteristics or adequacy of the entity’s equity investments at risk and the disposition of all or a portion of an interest held by the primary beneficiary.

Our variable interests in VIEs may be in the form of equity ownership, leases and/or loans with our operators.

We analyze our agreements and investments to determine whether our operators or unconsolidated joint ventures are VIEs and, if so, whether we are the primary beneficiary.

OMEGA HEALTHCARE INVESTORS, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS – Continued

Our variable interests in VIEs may be in the form of equity ownership, leases and/or loans with our operators.

We analyze our agreements and investments to determine whether our operators or unconsolidated JVs are VIEs and, if so, whether we are the primary beneficiary.

We consolidate a VIE when we determine that we are its primary beneficiary.

6 unchanged sentences

(iii) our risk and reward sharing;

(iv) the financial condition of the operator or joint venture and (iv) our representation on the VIE’s board of directors.

(iv) the financial condition of the operator or JV and (iv) our representation on the VIE’s board of directors.

We perform this analysis on an ongoing basis.

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

As of December 31, 2025 and 2024, we have one JV that is a consolidated VIE as we have concluded that we are the primary beneficiary through our equity investment in the entity.

Revenue Recognition

10 unchanged sentences

If we change our conclusion regarding the probability of collecting rent payments required by a lessee, we may recognize an adjustment to rental income in the period we make a change to our prior conclusion, potentially resulting in increased volatility of rental income.

From time to time, we may allow certain operators to defer contractual rent and/or interest or to apply collateral, such as security deposits or letters of credit, to contractual rent and/or interest amounts owed.

During the years ended December 31, 2025, 2024 and 2023, these amounts were immaterial.

Under the terms of our leases, the lessee is responsible for all maintenance, repairs, taxes and insurance on the leased properties.

4 unchanged sentences

To the extent any tenant responsible for these obligations under their respective lease defaults on its lease or if it is deemed probable that the tenant will fail to pay for such costs, we would record a liability for such obligation.

We have elected to exclude sales and other similar taxes from the measurement of lease revenue and expense.

OMEGA HEALTHCARE INVESTORS, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS – Continued

We have elected to exclude sales and other similar taxes from the measurement of lease revenue and expense.

Loan Interest Income

2 unchanged sentences

In applying the effective interest method, the effective yield on a loan is determined based on its contractual payment terms, adjusted for prepayment terms.

Direct Financing Lease Income

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

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

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

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

Real Estate Sales

19 unchanged sentences

In some instances where a market price is available, but the instrument is in an inactive or over-the-counter market, the Company consistently applies the dealer (market maker) pricing estimate and classifies such items in Level 2.

OMEGA HEALTHCARE INVESTORS, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS – Continued

If quoted market prices or inputs are not available, fair value measurements are based upon valuation models that utilize current market or independently sourced market inputs, such as interest rates, option volatilities, credit spreads and/or market capitalization rates.

2 unchanged sentences

Internal fair value models and techniques used by the Company include discounted cash flow and Monte Carlo valuation models.

OMEGA HEALTHCARE INVESTORS, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS – Continued

Real Estate Acquisitions

12 unchanged sentences

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

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

Differences, if any, between the Company’s basis and the joint venture’s basis are generally amortized over the lives of the related assets and liabilities, and such amortization is included in the Company’s share of earnings (losses) of the joint venture.

● Investments in JVs are valued based on the fair value of the JV’s assets and liabilities.

Differences, if any, between the Company’s basis and the JV’s basis are generally amortized over the lives of the related assets and liabilities, and such amortization is included in the Company’s share of earnings (losses) of the JV.

● Intangible assets and liabilities acquired are valued using a combination of discounted cash flow projections as well as other valuation techniques based on current market conditions for the intangible asset or liability being acquired.

1 unchanged sentence

● Other assets acquired and liabilities assumed are typically valued at stated amounts, which approximate fair value on the date of the acquisition.

● Assumed debt balances are valued by discounting the remaining contractual cash flows using a current market rate of interest.

● Assumed debt balances are valued by discounting the remaining contractual cash flows using a current market interest rate.

● Noncontrolling interests are valued using a stock price, if available, or by other methods to estimate the fair value on the acquisition date.

OMEGA HEALTHCARE INVESTORS, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS – Continued

Real Estate Properties

5 unchanged sentences

Expenditures for maintenance and repairs are expensed as they are incurred.

OMEGA HEALTHCARE INVESTORS, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS – Continued

Depreciation is computed on a straight-line basis over the estimated useful lives ranging from 20 to 40 years for buildings, eight to 15 years for site improvements, and three to ten years for furniture and equipment.

3 unchanged sentences

If indicators of impairment are present, management evaluates the carrying value of the related real estate investments in relation to management’s estimate of future undiscounted cash flows of the underlying facilities.

The estimated future undiscounted cash flows are generally based on the related lease which relates to one or more properties and may include cash flows from the eventual disposition of the asset.

In some instances, there may be various potential outcomes for a real estate investment and its potential future cash flows.

In these instances, the undiscounted future cash flows used to assess the recoverability of the assets are probability-weighted based on management’s best estimates as of the date of evaluation.

Impairment losses related to long-lived assets are recognized when expected future undiscounted cash flows based on our intended use of the property are determined to be less than the carrying values of the assets.

An adjustment is made to the net carrying value of the real estate investments for the excess of carrying value over fair value.

The fair value of the real estate investment is determined based on current market conditions and considers matters such as rental rates and occupancies for comparable properties, recent sales data for comparable properties, and, where applicable, contracts or the results of negotiations with purchasers or prospective purchasers.

Additionally, our evaluation of fair value may consider valuing the property as a nursing home or other healthcare facility as well as alternative uses.

All impairments are taken as a period cost at that time, and depreciation is adjusted going forward to reflect the new value assigned to the asset.

1 unchanged sentence

Changes in the facts and circumstances that drive management’s assumptions may result in an impairment to our assets in a future period that could be material to our results of operations.

Assets Held for Sale

We consider properties to be assets held for sale when (1) management commits to a plan to sell the property;

(2) it is unlikely that the disposal plan will be significantly modified or discontinued;

(3) the property is available for immediate sale in its present condition;

(4) actions required to complete the sale of the property have been initiated;

(5) sale of the property is probable and we expect the completed sale will occur within one year;

and (6) the property is actively being marketed for sale at a price that is reasonable given our estimate of current market value.

Upon designation of a property as an asset held for sale, we record the property’s value at the lower of its carrying value or its estimated fair value, less estimated costs to sell, and we cease depreciation.

Lessee Accounting

4 unchanged sentences

Lease expense for short-term leases is recognized on a straight-line basis over the lease term.

As of December 31, 2024 and 2023, all of the leases where we are the lessee were classified as operating leases.

OMEGA HEALTHCARE INVESTORS, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS – Continued

As of December 31, 2025 and 2024, all our leases were classified as operating leases.

We have leases that contain both lease and non-lease components and have elected, as an accounting policy, to not separate lease components and non-lease components.

7 unchanged sentences

We do not include in our measurement of our lease liability certain variable payments, including changes in an index until the specific events that trigger the variable payments have occurred.

We record on a straight-line basis rental income and ground lease expense for those assets we lease and are reimbursed by our operators and/or are paid for directly by our operators.

In-Place Leases

In-place lease assets and liabilities result when we assume a lease as part of an asset acquisition or business combination.

The fair value of in-place leases consists of the following components, as applicable (1) the estimated cost to replace the leases and (2) the above or below market cash flow of the leases, determined by comparing the projected cash flows of the leases in place at the time of acquisition to projected cash flows of comparable market-rate leases.

Above market leases, net of accumulated amortization, are included in other assets on our Consolidated Balance Sheets.

Below market leases, net of accumulated amortization, are included in accrued expenses and other liabilities on our Consolidated Balance Sheets.

The net amortization related to the above and below market leases is included in our Consolidated Statements of Operations as an adjustment to rental income over the estimated remaining term of the underlying leases.

Should a tenant terminate the lease, the unamortized portion of the lease intangible is recognized immediately as an adjustment to rental income.

We record rental income and ground lease expense on a straight-line basis for those assets we lease and are reimbursed by our operators and/or are paid for directly by our operators.

OMEGA HEALTHCARE INVESTORS, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS – Continued

Allowance for Credit Losses

13 unchanged sentences

● Risk Rating 4 – Instruments with potential weaknesses identified (Special mention).

OMEGA HEALTHCARE INVESTORS, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS – Continued

● Risk Rating 5 – Instruments with well-defined weaknesses that may result in possible losses (Substandard).

20 unchanged sentences

Under the cash basis method, we apply cash received to principal or interest income based on the terms of the agreement.

Investments in Unconsolidated Joint Ventures

We account for our investments in unconsolidated joint ventures using the equity method of accounting as we exercise significant influence, but do not control the entities.

Under the equity method of accounting, the net equity investments of the Company are reflected in the accompanying Consolidated Balance Sheets and the Company’s share of net income and comprehensive income from the joint ventures are included in the accompanying Consolidated Statements of Operations and Consolidated Statements of Comprehensive Income, respectively.

On a periodic basis, management assesses whether there are any indicators that the value of the Company’s investments in the unconsolidated joint ventures may be other-than-temporarily-impaired.

OMEGA HEALTHCARE INVESTORS, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS – Continued

Investments in Unconsolidated Entities

We account for our investments in unconsolidated entities using the equity method of accounting as we exercise significant influence over, but do not control, the entities.

Under the equity method of accounting, the net equity investments of the Company are reflected in the accompanying Consolidated Balance Sheets, and the Company’s share of net income and comprehensive income from the entities are included in the accompanying Consolidated Statements of Operations and Consolidated Statements of Comprehensive Income, respectively.

On a periodic basis, management assesses whether there are any indicators that the value of the Company’s investments in the unconsolidated entities may be other-than-temporarily-impaired.

An investment is impaired only if management’s estimate of the value of the investment is less than the carrying value of the investment, and such a decline in value is deemed to be other than-temporary.

2 unchanged sentences

We consider a number of assumptions that are subject to economic and market uncertainties including, among others, rental rates, operating costs, capitalization rates, holding periods and discount rates.

OMEGA HEALTHCARE INVESTORS, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS – Continued

In Substance Real Estate Investments

3 unchanged sentences

Arrangements with characteristics implying loan classification are presented as real estate loans receivable and result in the recognition of interest income.

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

The classification of each arrangement as either a real estate loan receivable or investment in unconsolidated joint venture involves judgment and relies on various factors, including market conditions, amount and timing of expected residual profits, credit enhancements in the form of guarantees, estimated fair value of the collateral, and significance of borrower equity in the project, among others.

Arrangements with characteristics implying real estate JVs are treated as in substance real estate investments and presented as investments in unconsolidated entities and are accounted for using the equity method.

The classification of each arrangement as either a real estate loan receivable or investment in unconsolidated entity involves judgment and relies on various factors, including market conditions, amount and timing of expected residual profits, credit enhancements in the form of guarantees, estimated fair value of the collateral, and significance of borrower equity in the project, among others.

The classification of such arrangements is performed at inception, and periodically reassessed when significant changes occur in the circumstances or conditions described above.

Cash and Cash Equivalents

Cash and Cash Equivalents and Restricted Cash

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

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

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

Certain cash account balances exceed FDIC insurance limits of $ 250,000 per account and, as a result, there is a concentration of credit risk related to amounts in excess of the insurance limits.

Restricted Cash

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

2 unchanged sentences

We also had the ability to draw on $ 24.2 million and $ 29.1 million of letters of credit at December 31, 2025 and 2024, respectively.

OMEGA HEALTHCARE INVESTORS, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS – Continued

The liquidity deposits and other deposits, security deposits and the letters of credit may be used in the event of lease and/or loan defaults, subject to applicable limitations under bankruptcy law with respect to operators filing under Chapter 11 of the U.S.

7 unchanged sentences

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

OMEGA HEALTHCARE INVESTORS, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS – Continued

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

14 unchanged sentences

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

OMEGA HEALTHCARE INVESTORS, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS – Continued

Deferred Financing Costs, Discounts and Premiums

6 unchanged sentences

Earnings Per Share

The computation of basic earnings per share/unit (“EPS”) is computed by dividing net income available to common stockholders by the weighted-average number of shares of common stock outstanding during the relevant period.

Diluted EPS is computed using the treasury stock method, which is net income divided by the total weighted-average number of common outstanding shares plus the effect of dilutive common equivalent shares during the respective period.

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

OMEGA HEALTHCARE INVESTORS, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS – Continued

Noncontrolling Interests and Redeemable Limited Partnership Unitholder Interests

The computation of basic earnings per share/unit (“EPS”) is computed by dividing net income (loss) available to common stockholders allocable to unrestricted common shares by the weighted-average number of unrestricted shares of common stock outstanding during the relevant period after allocating undistributed earnings between common stockholders and participating securities under the two-class method.

Our participating securities include restricted stock and profit interest units, performance restricted stock and profit interest units and deferred shares.

The computation of diluted EPS is similar except that the denominator is increased to include the effect of dilutive potential common shares outstanding, including restricted stock and profit interest units, performance restricted stock and profit interest units, the assumed issuance of additional shares related to Omega OP Units held by outside investors, using the if-converted or treasury stock methods.

The diluted numerator is adjusted to add back any changes in income or loss that would result from the conversion of potential shares into common shares that are added to the dilutive denominator.

Noncontrolling Interests

Noncontrolling interests is the portion of equity not attributable to the respective reporting entity.

4 unchanged sentences

Each of the Omega OP Units (other than the Omega OP Units owned by Omega) is redeemable at the election of the Omega OP Unit holder for cash equal to the then-fair market value of one share of Omega common stock, par value $ 0.10 per share (“Omega Common Stock”), subject to Omega’s election to exchange the Omega OP Units tendered for redemption for unregistered shares of Omega Common Stock on a one -for-one basis, subject to adjustment as set forth in Omega OP’s partnership agreement.

As of December 31, 2024, Omega owns approximately 97 % of the issued and outstanding Omega OP Units, and investors own approximately 3 % of the outstanding Omega OP Units.

Foreign Operations

5 unchanged sentences

Our consolidated U.K.

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

operating subsidiaries held long-lived assets of $ 1.6 billion and $ 1.1 billion as of December 31, 2025 and 2024, respectively.

As discussed in Note 20, in December 2025, we entered into a $ 87.6 million Canadian dollar denominated loan agreement with a borrower to fund the development of several long-term care facilities in Canada.

As of December 31, 2025, no advances had been made on the loan.

OMEGA HEALTHCARE INVESTORS, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS – Continued

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

6 unchanged sentences

Derivative Instruments

We are exposed to, among other risks, the impact of changes in foreign currency exchange rates as a result of our investments in the U.K.

and interest rate risk related to our capital structure.

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

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

OMEGA HEALTHCARE INVESTORS, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS – Continued

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

9 unchanged sentences

Reclassifications

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

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

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

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

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

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

Recent Accounting Pronouncements

6 unchanged sentences

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

OMEGA HEALTHCARE INVESTORS, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS – Continued

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

2 unchanged sentences

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

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

Early adoption is permitted.

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

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

OMEGA HEALTHCARE INVESTORS, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS – Continued

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

Improvements to Reportable Segment Disclosures

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

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

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

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

On March 12, 2020, the FASB issued ASU 2020-04, which contains optional practical expedients for a limited period of time to ease the potential burden in accounting for (or recognizing the effects of) reference rate reform on financial reporting for contracts, hedging relationships, and other transactions that reference the London Interbank Offered Rate (“LIBOR”).

The guidance may be elected over time until December 31, 2022, as reference rate reform activities occur.

In December 2022, the FASB issued ASU 2022-06, Reference Rate Reform (Topic 848):

Deferral of the Sunset Date of Topic 848, which extended the practical expedients under ASU 2020-04 to December 31, 2024.

The Company had several derivative instruments that referenced LIBOR which were terminated during the second quarter of 2023 (see Note 15 – Derivatives and Hedging).

The Company also had a $ 1.45 billion senior unsecured multicurrency revolving credit facility and a $ 50.0 million senior unsecured term loan facility (see Note 14 – Borrowing Activities and Arrangements) that referenced LIBOR.

During the second quarter of 2023, the Company amended its $ 1.45 billion senior unsecured multicurrency revolving credit facility and $ 50.0 million senior unsecured term loan facility to adjust the interest on each loan from a LIBOR based interest rate to a Secured Overnight Financing Rate (“SOFR”) based interest rate.

For both loans we have elected to apply the optional expedient pursuant to Topic 848.

As such we will account for the amendments as if the modifications were not substantial and thus a continuation of the existing contract resulting in no change to the current loan carrying values or the related deferred financing costs.

We have adopted the guidance in the fourth quarter of 2025 and have included the required disclosures for all periods presented within Note 17 – Taxes.

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

NOTE 3 – REAL ESTATE ASSET ACQUISITIONS AND DEVELOPMENT

2025 Acquisitions

The following table summarizes the significant asset acquisitions that occurred in 2025:

Total Real Estate

Assets Acquired (1)

Country/State

(in millions)

(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) 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.

(3) 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 7 – Real Estate Loans Receivable) and $ 0.2 million of transaction costs incurred related to the non-cash acquisition.

(4) Relates to a CCRC.

(5) Relates to facilities that we will own and operate utilizing a RIDEA structure.

Total consideration paid for this acquisition was $ 36.1 million.

We allocated $ 0.1 million of the consideration to other assets and $ 0.7 million to accrued expenses.

OMEGA HEALTHCARE INVESTORS, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS – Continued

NOTE 3 – REAL ESTATE ASSET ACQUISITIONS AND DEVELOPMENT

2024 Acquisitions

4 unchanged sentences

(in millions)

Cash Yield (1)

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

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

1 unchanged sentence

See Note 17 – Taxes for additional information.

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

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

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

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

See “Cindat Portfolio Acquisition” below for additional information.

Cindat Portfolio Acquisition

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

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

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

3 unchanged sentences

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

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

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

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

25 unchanged sentences

(in millions)

Cash Yield (1)

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

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

(3) In connection with this acquisition, the Company also provided $ 104.6 million of mezzanine financing discussed further in Note 7 – Real Estate Loans Receivable and Note 8 – Non-Real Estate Receivable.

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

OMEGA HEALTHCARE INVESTORS, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS – Continued

2022 Acquisitions

The following table summarizes the significant asset acquisitions that occurred in 2022:

Total Real Estate

Assets Acquired

Country/State

(in millions)

Cash Yield (1)

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

(2) The total consideration paid for the one-facility U.K.

acquisition and the 27 -facility U.K.

acquisition was $ 8.2 million and $ 100.0 million, respectively.

In connection with these acquisitions, we allocated $ 0.5 million of the purchase consideration to a deferred tax liability related to the one -facility U.K.

acquisition, and $ 13.4 million to a deferred tax asset related to the 27 -facility U.K.

See Note 17 – Taxes for additional information.

(3) Total consideration for the one -facility Maryland acquisition was paid on December 30, 2021, but the closing of the acquisition did not occur until January 1, 2022.

(4) During the fourth quarter of 2022, we acquired seven facilities using a reverse like-kind exchange structure pursuant to Section 1031 of the Code (a “reverse 1031 exchange”).

As of December 31, 2022, we had completed the reverse 1031 exchange for three of the acquired facilities and the remaining four acquired facilities remained in the possession of the EATs.

During the second quarter of 2023, the remaining four facilities were released from the possession of the EATs, as we did not identify any qualifying exchange transactions.

The EATs were classified as VIEs as they do not have sufficient equity investment at risk to permit the entity to finance its activities.

The Company consolidated the EATs because it had the ability to control the activities that most significantly impacted the economic performance of the EATs and was, therefore, the primary beneficiary of the EATs.

The properties held by the EATs were reflected as real estate with a carrying value of $ 55.2 million as of December 31, 2022.

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

Construction in progress and Capital Expenditure Investments

We invested $ 114.5 million, $ 106.7 million and $ 82.5 million, respectively under our construction in progress and capital improvement programs during the years ended December 31, 2025, 2024 and 2023.

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

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

Concurrent with the acquisition, we amended our lease with an existing operator to include the land in the lease.

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

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

As of December 31, 2025, four projects were included construction in progress, consisting of developments of SNFs in Virginia, Florida, Maryland and Kansas.

OMEGA HEALTHCARE INVESTORS, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS – Continued

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

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

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

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

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

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

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

For accounting purposes, the new lease commenced in February 2025 upon the substantial completion of construction of the ALF.

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

1 unchanged sentence

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

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

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

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

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

We recognized full contractual rental income of $ 11.9 million related to the lease for the new facility for the year ended December 31, 2025.

NOTE 4 – ASSETS HELD FOR SALE, DISPOSITIONS AND IMPAIRMENTS

3 unchanged sentences

Amount of assets held for sale (in thousands)

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

(1) Relates to a property adjacent to one of our existing facilities.

2025 Activity

During the year ended December 31, 2025, we sold 49 facilities ( 45 SNFs and four ALFs) for approximately $ 282.8 million in net cash proceeds, recognizing a net gain of approximately $ 67.3 million.

2024 Activity

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

2023 Activity

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

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

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

The net cash proceeds from the sale were $ 23.8 million, and we did no t recognize any gain or loss on the sale because we had already impaired the facilities down to the estimated fair value less costs to sell during the first quarter of 2023.

Additionally, we sold one facility, also previously leased to Guardian, for a sales price of $ 12.0 million during the second quarter of 2023, which was fully financed by Omega through a $ 12.0 million first lien mortgage on the facility.

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

OMEGA HEALTHCARE INVESTORS, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS – Continued

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

The sale resulted in a net loss of $ 5.5 million.

Also in the third quarter of 2023, we recognized the sale of 11 facilities, previously leased to LaVie, related to a December 2022 transaction, further discussed below, that did not meet the contract criteria to be recognized under ASC 610-20 at the legal sale date.

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

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

During 2023, we sold 37 facilities subject to operating agreements with LaVie for $ 402.3 million in aggregate consideration, which included cash proceeds of $ 119.4 million and $ 282.9 million of pay-offs of the outstanding principal and accrued interest on 29 HUD mortgages on the sold properties made by the buyer, on Omega’s behalf.

The sales resulted in an aggregate net gain of $ 1.0 million.

Also in the third quarter of 2023, we recognized the sale of 11 facilities, previously leased to LaVie, related to a December 2022 transaction, that did not meet the contract criteria to be recognized under ASC 610-20 at the legal sale date.

During the third quarter of 2023, Omega received an aggregate $ 104.8 million of principal prepayments for the mortgage from the seller.

As a result of the principal prepayments, the Company determined the transaction met the contract criteria under ASC 610-20 and recognized the sale, resulting in a $ 50.2 million gain during the year ended December 31, 2023, which includes a $ 25 million contract liability and $ 5.7 million of deferred interest income received to date.

In the fourth quarter of 2023, we sold 30 facilities subject to operating agreements with LaVie for $ 317.9 million in purchase consideration, which included cash proceeds of $ 104.6 million and an aggregate $ 213.3 million pay-off of the outstanding principal and accrued interest on 22 HUD mortgages on the sold properties made by the buyer, on Omega’s behalf.

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

2022 Activity

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

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

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

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

As discussed above, this sale was recognized in the third quarter of 2023, and as such are not included in the 2022 sale amounts above.

In the first quarter of 2022, we sold 22 facilities that were previously leased and operated by Gulf Coast.

The net cash proceeds from the sale, including related costs accrued for as of the end of the fourth quarter, were $ 304.9 million, and we recognized a net gain of $ 114.5 million.

The agreement includes an earnout clause pursuant to which the buyer is obligated to pay an additional $ 18.7 million to Omega if certain financial metrics are achieved at the facilities in the three years following the sale.

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

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

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

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

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

OMEGA HEALTHCARE INVESTORS, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS – Continued

During 2023, we sold five facilities that were previously leased to Guardian for net cash proceeds of $ 23.8 million, with no gain or loss on the sale as the facilities had already been impaired down to the estimated fair value less costs to sell.

We legally sold one additional facility during 2023, also previously leased to Guardian, that did not meet the contract criteria to be recognized under ASC 610-20.

Sales Not Recognized

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

As of December 31, 2025 and 2024, we had one and three facility sales, respectively, that were not recognized as a result of not meeting the contract criteria under ASC 610-20 at the legal sale date.

During the years ended December 31, 2025 and 2024, we received interest of $ 5.6 million and $ 1.7 million, respectively, related to seller financing provided in connection with sales that were not recognized at the legal sale date.

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

OMEGA HEALTHCARE INVESTORS, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS – Continued

Real Estate Impairments

2025 Activity

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

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

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

During the year ended December 31, 2025, we recorded impairments of approximately $ 22.6 million on eight facilities.

Of the $ 22.6 million, $ 6.3 million related to two facilities that were classified as held for sale and $ 16.3 million related to six held for use facilities.

2024 Activity

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

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

Of the $ 89.3 million, $ 51.7 million related to 20 facilities that were subsequently sold during the year but did not meet the criteria to be classified as held for sale when the impairments were recognized.

Of the $ 23.8 million, $ 10.9 million related to six facilities that were classified as held for sale and $ 12.9 million related to eight held for use facilities.

2023 Activity

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

Of the $ 38.5 million, $ 3.5 million related to two facilities that were classified as held for sale (and subsequently sold) for which the carrying values exceeded the estimated fair values less costs to sell, and $ 35.0 million related to 20 held for use facilities for which the carrying value exceeded the fair value, of which $ 17.2 million relates to 12 facilities that were leased to and operated by LaVie.

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

Of the $ 91.9 million, $ 2.6 million related to two facilities that were classified as held for sale and $ 89.3 million related to 23 held for use facilities.

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

4 unchanged sentences

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.

OMEGA HEALTHCARE INVESTORS, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS – Continued

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

5 unchanged sentences

Other receivables and lease inducements

OMEGA HEALTHCARE INVESTORS, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS – Continued

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

Cash basis operator leases and straight-line rent receivable write-offs

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

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

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

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

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

There was no straight-line write-off associated with placing the existing operator on a cash basis of revenue recognition because the lease agreement did not contain any rent escalators.

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

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

If we determine that it is no longer probable that substantially all rents over the life of a lease are collectible, rental revenue related to the operator lease will be recognized only to the extent of payments received (“cash basis of revenue recognition”), and all related receivables associated with the lease will be written off.

Write-offs of contractual and straight-line receivables are recorded as adjustments to rental revenue.

We recognized straight-line rent receivable write-offs of $ 15.5 million, $ 2.8 million, and zero for the years ended December 31, 2025, 2024, and 2023, respectively, in connection with placing certain operator leases on a cash basis of revenue recognition.

We placed three , four and three operators on a cash basis of revenue recognition for the years ended December 31, 2025, 2024, and 2023, respectively.

Several of the operator leases placed on a cash basis of revenue recognition in the comparative years related to new operator leases, so there were no related straight-line rent receivable write-offs associated with these operator leases.

As of December 31, 2025, we had 20 operator leases on a cash basis for revenue recognition, which represent 19.0 %, 19.9 % and 21.4 % of our total revenues for the years ended December 31, 2025, 2024 and 2023, respectively.

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

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

We are recognizing revenue on a straight-line basis for the leases associated with these five operators.

We recognized revenue on a straight-line basis for the leases associated with these five operators.

The aggregate initial contractual rent related to the 48 facilities transitioned to these five operators is $ 48.0 million per annum.

The transitioned facilities included 14 facilities related to the operator referred to as the “1.2% Operator” below and 20 facilities related to the operator referred to as the “2.0% Operator” below for the year ended December 31, 2022.

In connection with the transition of the 14 facilities, Omega made or agreed to make termination payments of $ 15.5 million in aggregate that were recorded as initial direct costs related to the lease with the new operator of the 14 transitioned facilities in the first quarter of 2023.

The transitioned facilities included 14 facilities of which Omega made or agreed to make termination payments of $ 15.5 million in aggregate that were recorded as initial direct costs related to the lease with the new operator of the 14 transitioned facilities in the first quarter of 2023.

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

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

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

During the years ended December 31, 2025, 2024 and 2023, we also wrote-off $ 2.5 million, $ 1.4 million and $ 8.1 million of straight-line rent receivable balances through rental income as a result of transitioning facilities between existing operators.

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

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

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

Rent Deferrals and Application of Collateral

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

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

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

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

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

OMEGA HEALTHCARE INVESTORS, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS – Continued

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

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

Operator updates

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

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

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

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

In 2022, the Agemo Rent Deferral period was also extended multiple times, and the most recent amendment extended the deferral through April 2022, after which time the deferral period terminated, with the Company remaining subject to the Agemo Forbearance Agreement through January 31, 2023.

As of December 31, 2022, the aggregate rent deferred under the Agemo lease agreement was $ 25.2 million.

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

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

After Agemo Holdings, LLC (“Agemo”), an operator on a cash basis of revenue recognition, failed to pay contractual rent and interest due under its lease and loan agreements throughout 2022, in the first quarter of 2023, Omega and Agemo entered into a restructuring agreement, an amended and restated master lease and a replacement loan agreement for two replacement loans.

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

● forgive and release Agemo from previously written off past due rent and interest obligations related to certain periods prior to the 2018 Restructuring and from August 2021 through January 2023, with contractual rent under the lease agreement and contractual interest under the loan agreements scheduled to resume on April 1, 2023;

OMEGA HEALTHCARE INVESTORS, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS – Continued

● reduce monthly contractual base rent from $ 4.8 million to $ 1.9 million following the sales of the 22 facilities, previously leased and operated by Agemo, that occurred in the third and fourth quarters of 2022 (See Note 4 – Assets Held For Sale, Dispositions and Impairments);

● extend the initial Agemo lease term from December 31, 2030 , to December 31, 2036 , with three consecutive tenant 10-year extension options;

● refinance and restructure the $ 25.0 million secured working capital loan (the “Agemo WC Loan”), the $ 32.0 million term loan (the “Agemo Term Loan”) and the aggregate deferred rent balance of $ 25.2 million into two replacement loans to Agemo that mature on December 31, 2036, with aggregate principal of $ 82.2 million and an annual interest rate of 5.63 % through October 2024, which increases to 5.71 % until maturity.

● refinance and restructure the $ 25.0 million secured working capital loan (the “Agemo WC Loan”) and the $ 32.0 million term loan (the “Agemo Term Loan”) as discussed in further detail in Note 8 – Non-Real Estate Loans Receivable.

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

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

We recorded rental income of $ 24.4 million, $ 23.8 million and $ 17.4 million for the years ended December 31, 2025, 2024 and 2023, respectively, for the contractual rent payments that were received.

No interest income was recognized during the years ended December 31, 2025, 2024 and 2023 on the two loans with Agemo because these loans are on non-accrual status and we are utilizing the cost recovery method, under which any payments are applied against the principal amount.

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

OMEGA HEALTHCARE INVESTORS, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS – Continued

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

On December 30, 2022, we sold 11 facilities previously subject to one of the two leases agreements with LaVie.

See further discussion on the sale and the accounting treatment in Note 4 – Assets Held For Sale, Dispositions and Impairments.

Concurrent with the sale, we also amended the lease agreement impacted by the sale and our loan agreements with LaVie.

The amendments to the loan agreements are discussed in Note 8 – Non-Real Estate Loans.

With the lease amendment and other related documents, Omega and LaVie agreed to, among other terms:

● remove the 11 sold facilities from the lease agreement and reduce monthly contractual rent due under all agreements from $ 8.3 million to $ 7.3 million;

● provide Omega the ability to enact a one-time rent reset on one of the lease agreements, if LaVie’s coverage exceeds a threshold, after February 1, 2027;

● require Omega to pay LaVie a $ 35.0 million termination fee in connection with transitioning the 11 facilities sold in the fourth quarter and the additional facilities sold in the restructure ( $ 25.0 million was assumed by the third-party buyer of the 11 facilities).

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

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

In the fourth quarter of 2023, Omega sold an additional 30 facilities and amended the master lease with LaVie to further reduce monthly rent to $ 3.3 million.

LaVie began to short pay contractual rent during the third quarter of 2023, which continued into the fourth quarter of 2023 with LaVie paying $ 5.3 million of contractual rent, a short pay of $ 7.8 million of the $ 13.1 million due under its lease agreement.

Despite our efforts to restructure the portfolio, LaVie began to short pay contractual rent during the third quarter of 2023, which continued for the remainder of 2023.

For the year ended December 31, 2023, LaVie paid total contractual rent of $ 37.0 million, a total short pay of $ 21.1 million of the $ 58.1 million due under the lease agreement after reflecting the deferral discussed above.

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

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

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

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

Bankruptcy Code in the U.S.

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

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

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

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

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

Bankruptcy Court for the Northern District of Georgia, Atlanta Division.

We provided $ 10.0 million of a $ 20.0 million junior secured debtor-in-possession (“DIP”) financing loan to LaVie, as further discussed in Note 8 – Non-Real Estate Loans Receivable.

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

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

1 unchanged sentence

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

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 the reorganized debtor upon the effective date of the plan.

Prior to its bankruptcy filing, LaVie short paid contractual rent under its lease agreement by $ 8.8 million.

Following the bankruptcy filing, LaVie resumed making full contractual rent payments due under its lease agreement.

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

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.

OMEGA HEALTHCARE INVESTORS, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS – Continued

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

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

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

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

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

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

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

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

In the first quarter of 2023, we agreed to a formal restructuring agreement, master lease amendments and loan amendments with Maplewood.

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.

We did no t recognize any interest income related to LaVie during the years ended December 31, 2025, 2024 and 2023, as the three loans that were outstanding during the periods have interest paid-in-kind (“PIK”) and were on non-accrual status.

Following the June 1, 2025 effective date of the plan of reorganization, Avardis paid full contractual rent of $ 21.9 million during the year ended December 31, 2025.

Avardis is on a straight-line basis for rental income recognition, and we recognized $ 25.5 million of rental income related to Avardis during the year ended December 31, 2025.

In the first quarter of 2023, we agreed to a formal restructuring agreement, master lease amendments and loan amendments with Maplewood Senior Living (along with affiliates, “Maplewood”).

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

2 unchanged sentences

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

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

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

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

● increase the capacity of the Maplewood Revolver from $ 250.5 million to $ 320.0 million, inclusive of PIK interest applied to principal ;

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

3 unchanged sentences

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

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

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

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

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

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

Maplewood began to short pay contractual rent under its lease agreement during the second quarter of 2023.

OMEGA HEALTHCARE INVESTORS, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS – Continued

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

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

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

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

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

In June 2024, Omega executed a non-binding term sheet with the key members of the existing Maplewood management team (the “Key Principals”) and the Greg Smith estate (the “Estate”) which outlined the terms of a proposed transition, in which the Key Principals would become the new majority equity holders in the Maplewood entities.

The proposed transition included maintaining the Maplewood lease agreement and the Maplewood Revolver provided by Omega.

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

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

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

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

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

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

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

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

Smith’s equity to the Key Principals 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 required Omega to refrain from exercising contractual rights or remedies in connection with the defaults.

On August 26, 2024, the probate court approved the Settlement Agreement.

In the fourth quarter of 2025, we received the final regulatory approvals related to the licensure of Maplewood’s operating assets, and the transition of the equity to the Key Principals was completed.

Concurrently with the transition of the equity to the Key Principals, on December 11, 2025, Omega entered into a restructuring agreement and amended its master lease agreement for 17 facilities (the “Maplewood Master Lease”) and the Maplewood Revolver.

The single facility lease for the Inspir Embassy Row property in Washington D.C.

was not modified as part of the restructuring.

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

● to reinstate the 2.5 % annual contractual rent escalators that were allowed to be deferred as part of the 2023 restructuring agreement terms, resulting in contractual rent of $ 76.5 million for 2026 for the 17 facilities under the Maplewood Master Lease, increasing annually by 2.5 % thereafter;

● allow for the deferral of monthly rent (with 5 % interest if outstanding longer than 18 months) if certain conditions are met, but require a minimum amount of contractual rent to be paid annually including $ 62.1 million for 2026 and $ 70.0 million for 2027, increasing annually by 2.5 % thereafter;

● provide up to $ 43.0 million of incentive payments to Maplewood based on achievement of certain metrics and conditions ( $ 8.0 million of which was paid upon execution of the restructuring agreement as targets had already been achieved);

● extend the maturity date of the Maplewood Revolver from June 2035 to June 2037 ;

● retrospectively allow the interest due on the Maplewood Revolver dating back to January 1, 2023 to be paid-in-kind;

● reduce Maplewood’s share of any future potential sales proceeds (in excess of our gross investment) by any incentive payments made to Maplewood.

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

Omega applied all $ 4.8 million of Maplewood’s security deposit towards the total year to date shortfall and recognized rental income of $ 62.6 million for the year ended December 31, 2023.

1 unchanged sentence

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

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

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

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

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

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

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

In the first quarter of 2022, we transitioned eight facilities previously leased to Guardian to two other operators as part of the planned restructuring.

Additionally, during the six months ended June 30, 2022, we sold nine facilities to a third party that were previously leased to Guardian and three facilities previously subject to the Guardian mortgage loan.

In the second quarter of 2022, we agreed to a formal restructuring agreement, master lease amendments and mortgage loan amendments with Guardian.

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

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

For the year ended December 31, 2024, Maplewood paid total contractual rent of $ 47.5 million, a total short pay of $ 21.8 million of the $ 69.3 million of contractual rent due under the lease agreement for the year after reflecting the impact of deferred escalators.

For the year ended December 31, 2025, Maplewood paid total contractual rent of $ 58.9 million compared to the $ 69.3 million of contractual rent due under the lease agreement for the year after reflecting the impact of deferred escalators.

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

of $ 11.9 million for the year ended December 31, 2025, which were paid in full and are separately discussed in Note 3– Real Estate Asset Acquisitions and Development.

As discussed further in Note 7 – Real Estate Loans Receivable, we recorded interest income of zero , zero and $ 1.5 million on the Maplewood Revolver during the years ended December 31, 2025, 2024 and 2023, respectively.

Following the restructuring and transition of the equity to the Key Principals, the lease remains on a cash basis of revenue recognition and the Maplewood Revolver remains on a non-accrual basis.

OMEGA HEALTHCARE INVESTORS, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS – Continued

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

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

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

Guardian continued to make contractual rent and interest payments in accordance with the restructuring terms during the first and second quarters of 2023.

As discussed in Note 4 – Assets Held For Sale, Dispositions and Impairments, we sold 6 facilities previously leased to Guardian in the second quarter of 2023 and amended the master lease agreement to further reduce rent to $ 1.5 million.

As discussed further in Note 7 – Real Estate Loans Receivable, Guardian also sold the remaining 4 facilities subject to Guardian mortgage loan in the second quarter of 2023 and used the proceeds from the sale to make a principal repayment to Omega, in the same amount, against the mortgage note.

Following the repayment, Omega agreed to release the mortgage liens on the facilities.

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

In January 2026, Maplewood paid $ 6.3 million under its lease agreements, $ 1.1 million of which relates to Inspir Embassy Row in Washington D.C.

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, as a DIP, the 31 facilities subject to a master lease agreement with Omega, unless and until Genesis’ leasehold interest under the master lease agreement is rejected or assumed and assigned.

We provided $ 8.0 million of a $ 30.0 million junior secured DIP financing, along with other lenders, to Genesis to support sufficient liquidity to, among other things, operate its facilities during bankruptcy, as further discussed in Note 8 – Non-Real Estate Loans Receivable.

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

On January 14, 2026, 101 W State Street Holdings, LLC (“WSSH”) was named the winning bidder in the auction to acquire Genesis’ assets, and on January 26, 2026, the Bankruptcy Court approved the sale to WSSH, subject to satisfaction of the terms and conditions of the purchase and sale agreement between Genesis and WSSH.

To the extent that the transaction is consummated, closing is not expected in the next 90-120 days.

Genesis has not yet elected to assume and assign the Omega lease to WSSH.

If the transaction closes, it is anticipated that the cash proceeds of the sale will be sufficient to repay the DIP and Omega term loans.

As discussed in Note 20 – Commitments and Contingencies, the Statutory Unsecured Claimant’s Committee has filed a proposed Complaint and Preliminary Objection regarding the collateral supporting our term loans (discussed in Note 8 – Non-Real Estate Loans Receivable) and regarding payments received by Omega under its lease and loan obligations in the 90 days prior to the Genesis bankruptcy filing date.

Since commencing the bankruptcy process in July 2025, Genesis made all required contractual rent and interest payments through the end of 2025.

As Genesis is on a cash basis of revenue recognition, we recognized rental income of $ 51.2 million, $ 48.1 million, and $ 51.4 million for the years ended December 31, 2025, 2024 and 2023, respectively.

The $ 51.2 million recognized in 2025 includes $ 47.0 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.

In addition, we recognized interest income of $ 17.1 million (which includes $ 0.1 million from the application of proceeds from the letter of credit) related to loans with Genesis during the year ended December 31, 2025.

After the application of proceeds from the letter of credit, there is $ 3.5 million remaining under the letter of credit.

In January 2026, Genesis paid full contractual rent and interest of $ 4.5 million.

In August 2023, Guardian, an operator on a cash basis of revenue recognition, failed to make the contractual rent payment due under its lease agreement and continued to fail to make the required contractual rent payments due under its lease agreement throughout the remainder of 2023.

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

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

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

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

1 unchanged sentence

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

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

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

Healthcare Homes

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

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

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

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

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

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

1.2 % Operator

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

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

The 1.2 % Operator paid contractual rent in May 2022, but it failed to pay the full contractual rent for June 2022 on a timely basis.

We placed the 1.2 % Operator on a cash basis of revenue recognition during the second quarter of 2022 and wrote-off approximately $ 8.3 million of straight-line rent receivables.

During the third and fourth quarters of 2022, the 1.2 % Operator made partial contractual rent payments totaling $ 4.0 million.

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

Additionally, no mortgage interest income was recognized on the Guardian mortgage loan (discussed in Note 7 – Real Estate Loans Receivable) during the year ended December 31, 2023 as we were accounting for this loan under the cost recovery method.

OMEGA HEALTHCARE INVESTORS, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS – Continued

2.0 % Operator

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

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

In the third quarter of 2022, the 2.0 % Operator continued to short-pay the contractual amount due under its lease agreement.

As such, we applied $ 3.3 million of the remaining proceeds of the letter of credit to pay the unpaid portion of July, August and September 2022 rent.

We placed the 2.0 % Operator on a cash basis of revenue recognition during the third quarter of 2022 and wrote-off approximately $ 10.5 million of straight-line rent receivables and lease inducements.

In the fourth quarter of 2022, the 2.0 % Operator paid $ 2.2 million in contractual rent and we applied the remaining $ 1.5 million of collateral against the remaining unpaid rent.

During the fourth quarter of 2022, we transitioned three of the facilities previously included in the 2.0 % Operator’s master lease to another operator.

As discussed above, during the first quarter of 2023, we transitioned the remaining 20 facilities previously included in the 2.0 % Operator’s master lease to other operators.

Lease Inducements

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

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

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

We funded $ 10.0 million, $ 1.0 million and $ 15.9 million of lease inducements or incentives to operators during the years ended December 31, 2025, 2024 and 2023, respectively.

Lease inducements are deferred and amortized as a reduction to rental income over the remaining contractual term of the related lease if the operator’s lease is recognizing revenue on a straight-line basis.

To the extent the related operator lease is on a cash basis of revenue recognition, the full lease inducement is recorded as a reduction to rental income in the period it was paid.

NOTE 6 – LEASES

10 unchanged sentences

(in thousands)

Lessor – Direct Financing Leases

During the first quarter of 2025, we terminated our one 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.

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 year ended December 31, 2025.

See additional discussion within Note 5 – Contractual Receivables and Other Receivables and Lease Inducements.

OMEGA HEALTHCARE INVESTORS, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS – Continued

Lessor – Direct Financing Leases

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

(in thousands)

Minimum lease payments receivable

Less unearned income

Investment in direct financing leases

Less allowance for credit losses on direct financing leases

Investment in direct financing leases – net

Properties subject to direct financing leases

Number of direct financing leases

Lessee – Operating Leases

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

As of December 31, 2025, the Company is a lessee under ground leases and/or facility leases related to 10 SNFs, four ALFs, one specialty facility and our corporate headquarters.

For the years ended December 31, 2025, 2024 and 2023, the expenses associated with these operating leases were $ 3.3 million, $ 3.2 million and $ 2.8 million, respectively, and are included within general and administrative expense on the Statements of Operations.

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

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

2 unchanged sentences

Accrued expenses and other liabilities – lease liabilities

NOTE 7 – REAL ESTATE LOANS RECEIVABLE

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

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

As of December 31, 2025, our real estate loans receivable consists of 20 fixed rate mortgages on 91 operating long-term care facilities and 20 other real estate loans.

The facilities subject to the mortgage notes are operated by 15 independent healthcare operating companies and are located in 9 states and within the U.K.

1 unchanged sentence

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

OMEGA HEALTHCARE INVESTORS, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS – Continued

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

As of December 31, 2025

Average Years

Interest Rate

(in thousands)

Mortgage notes due 2030 ;

interest at 11.39 % (1)(2)

Mortgage notes due 2025 ;

interest at 10.59 % (1)

Mortgage notes due 2027 and 2037 ;

interest at 10.60 % (1)

Mortgage note due 2028 ;

interest at 10.00 %

Mortgage note due 2025 ;

interest at 7.85 %

Other mortgage notes outstanding (3)

Mortgage notes receivable – gross

1 unchanged sentence

Mortgage notes receivable – net

Other real estate loan due 2035 ;

interest at 7.00 %

Other real estate loans due 2025 - 2030 ;

interest at 11.85 % (1)

Other real estate loan due 2025 ;

interest at 10.00 % (4)

Other real estate loans outstanding (5)

Other real estate loans – gross

2 unchanged sentences

Total real estate loans receivable – net

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

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

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

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

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

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

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

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

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

(1) Consists of mortgage notes with maturity dates ranging from 2026 through 2037 (with $ 196.9 million maturing in 2026).

One of the mortgage notes with an aggregate principal balance of $ 6.4 million is past due 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 2026 through 2037 (with $ 16.6 million maturing in 2026).

OMEGA HEALTHCARE INVESTORS, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS – Continued

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

4 unchanged sentences

Total real estate loans interest income

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

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

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

OMEGA HEALTHCARE INVESTORS, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS – Continued

Mortgage Notes due 2030 ;

interest at 11.39 %

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

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

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

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

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

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

As of December 31, 2024, the outstanding principal balance of the Ciena Master Mortgage note is $ 277.0 million and it is secured by 19 facilities.

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

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

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

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

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

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

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

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

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

During 2022, Ciena repaid $ 15.1 million under this mortgage.

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

As of December 31, 2024, the outstanding principal balance of this mortgage note is $ 28.5 million and it is secured by four SNFs.

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

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

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

The interest rate on the mortgage note was 11.16 % at December 31, 2024.

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

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

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

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

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

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

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

Mortgage Notes due 2025 ;

interest at 10.59 %

The following is a summary of advances and principal repayments under our real estate loans:

Year Ended December 31,

(in thousands)

Advances on new real estate loans receivable (1)

Advances on existing real estate loans receivable

Principal repayments on real estate loans receivable (2)

Net cash advances (repayments) on real estate loans receivable

(1) Consists of advances under 19 , 29 and 12 new real estate loans originated during 2025, 2024 and 2023, respectively, with a weighted average interest rate of 10.3 % , 10.5 % and 10.9 % during the years ended December 31, 2025, 2024 and 2023, respectively.

(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.

Ciena Healthcare Management, Inc (“Ciena”) Mortgage Loans

As of December 31, 2025 and 2024, Omega had $ 480.0 million and $ 525.5 million, respectively, of mortgage notes with Ciena secured by 34 and 38 facilities, respectively.

The mortgage loans bear interest at a weighted average interest rate of 11.8 % and mature on June 30, 2030 .

During the year ended December 31, 2025, Ciena made $ 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.

Mortgage Loans

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

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

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

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

operator secured by first mortgage liens on two parcels of land that the U.K.

operator intends to develop into two facilities.

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

OMEGA HEALTHCARE INVESTORS, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS – Continued

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

During the fourth quarter of 2024, the $ 18.5 million mortgage loan was extended to February 28, 2025 prior to being refinanced into a mezzanine loan in the first quarter of 2025.

Through multiple amendments in 2024 and 2025, the maturity date of the $ 53.2 million mortgage loan was extended to January 31, 2026 .

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

operator discussed above.

Both mortgage loans bear interest at 11.0 %.

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

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

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

operator discussed above that originally bore interest at 11.0 % per annum.

The $ 61.7 million mortgage loan had an original maturity date of October 29, 2025 , and the $ 39.1 million mortgage loan had an original maturity date of November 27, 2025 .

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

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

Mortgage Notes due 2027 and 2037 ;

interest at 10.60 %

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

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

Mortgage Note due 2028 ;

interest at 10.00 %

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

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

During the fourth quarter of 2025, both of these mortgage loans were amended to extend the maturity dates to April 30, 2026 and reduce the interest rate to 10 % per annum.

As of December 31, 2025 and 2024, the outstanding principal balance on the four loans discussed above was $ 172.5 million.

OMEGA HEALTHCARE INVESTORS, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS – Continued

$60.0 million Mortgage Loan

In December 2023, we funded a $ 50.0 million mortgage loan to a new operator secured by a first mortgage lien on the operator’s four facilities.

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

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

Interest is payable monthly in arrears.

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

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

Mortgage Note due 2025 ;

interest at 7.85 %

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

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

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

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

Mortgage Note due 2031 ;

interest at 11.27 %

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

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

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

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

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

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

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

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

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

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

As of December 31, 2025 and 2024, the outstanding principal balance of this mortgage note was $ 53.8 million.

Guardian Mortgage Loan

As of January 1, 2023, we had an $ 82.0 million four-facility first mortgage loan outstanding with Guardian that was on non-accrual status and being accounted for under the cost recovery method as a result of ongoing liquidity issues.

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

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

Guardian used $ 35.2 million of proceeds from the sale of the facilities to make a principal repayment to Omega, in the same amount, against the mortgage note.

1 unchanged sentence

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

OMEGA HEALTHCARE INVESTORS, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS – Continued

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

Other mortgage notes outstanding

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

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

Mortgage Note due 2027

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

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

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

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

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

Mortgage Note due 2026

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

The mortgage loan bears interest at 10 % and matures on October 1, 2026 .

Interest is payable monthly in arrears;

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

The maximum PIK interest allowable under the mortgage loan is $ 3.0 million.

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

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

Other real estate loan due 2035 ;

interest at 7.00 %

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

Following the sale in the second quarter of 2023, we wrote off the outstanding principal and related allowance associated with the mortgage loan.

As a result, Guardian no longer has any outstanding loan obligations to us.

Maplewood Revolving Credit Facility

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

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

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

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

The loan is secured by a leasehold mortgage and Maplewood’s share of any future potential sales proceeds of facilities subject to the Maplewood Master Lease.

Advances made under the Maplewood Revolver bear interest at a fixed rate of 7 % per annum.

The loan is on non-accrual status for interest income recognition.

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

Our balances and risk of loss associated with Maplewood are included within our disclosures in Note 10 – Variable Interest Entities.

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

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

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

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

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

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

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

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

In the fourth quarter of 2025, we received the final regulatory approvals related to the licensure of Maplewood’s operating assets, and the transition of the equity to the key management team members was completed.

Concurrently with the transition of the equity to the new management team, on December 11, 2025, Omega entered into a restructuring agreement and amended the Maplewood Master Lease and the Maplewood Revolver.

The loan amendment extended the maturity date of the Maplewood Revolver from June 2035 to June 2037.

In addition, the amendment also allows for the payment of interest due on the Maplewood Revolver to be paid-in-kind through maturity, effective retroactively beginning January 1, 2023.

For the years ended December 31, 2025 and 2024, prior to the amendment, Maplewood missed cash interest payments of $ 11.9 million and $ 2.7 million, respectively.

As the loan is on non-accrual status, the previously missed cash interest payments due under the loan were never recognized as interest income.

Therefore, subsequent to the amendment, the missed cash interest payments will increase the principal balance of the loan but will not be included in the amortized cost basis of the loan.

The interest rate remains at 7 % per annum.

Omega has no obligation to make any additional cash advances under the loan, but additional PIK interest added to the principal is allowable with no limit.

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

OMEGA HEALTHCARE INVESTORS, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS – Continued

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

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

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

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

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

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

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

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

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

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

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

In the first quarter of 2024, we again adjusted the internal risk rating from a 4 to 5 to reflect the increased risk of the Maplewood Revolver as a result of the missed interest payments in the first quarter of 2024, discussed below, and due to Maplewood continuing to pay interest in kind on the loan.

We believe the internal risk rating of a 5 appropriately reflects the risks as of December 31, 2025.

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

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

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

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

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

We did no t record any interest income related to the PIK interest during the years ended December 31, 2025, 2024 and 2023.

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

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

Other real estate loans due 2025 - 2030 ;

interest at 11.85 %

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

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

The loan also requires quarterly principal payments of $ 1.0 million commencing on January 1, 2023 and additional payments contingent on the operator’s achievement of certain metrics.

The loan is secured by a leasehold mortgage and a pledge of the operator’s equity interest in a joint venture.

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

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

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

The $ 68.0 million loan requires quarterly principal payments of $ 1.0 million commencing on July 1, 2023 and additional payments contingent on certain metrics.

The $ 68.0 million loan is secured by a leasehold mortgage and a pledge of the operator’s equity interest in subsidiaries of the operator.

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

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

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

OMEGA HEALTHCARE INVESTORS, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS – Continued

Other real estate loans outstanding

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

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

Preferred Equity Investment in Joint Venture - $ 27.3 million

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

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

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

As of December 31, 2025 and 2024, the outstanding principal balance of the Maplewood Revolver was $ 323.8 million and $ 301.7 million, respectively, and the amortized cost basis of the Maplewood Revolver was $ 263.6 million, which represents 18.1 % and 17.6 %, respectively, of the total amortized cost basis of all real estate loan receivables.

$68.0 million Mezzanine Loan

In April 2023, we entered into a mezzanine loan with a principal balance of $ 68.0 million with an existing operator and its affiliates in connection with the operator’s acquisition of 13 SNFs in West Virginia.

The loan matures on April 13, 2029 and bears interest at a variable rate that results in a blended interest rate of 12 % per annum across this loan and three other existing loans with the operator.

The loan requires quarterly principal payments of $ 1.0 million commencing on July 1, 2023 and additional payments contingent on certain metrics.

The loan is secured by a leasehold mortgage and a pledge of the operator’s equity interest in subsidiaries of the operator.

As of December 31, 2025 and 2024, the amortized cost basis of the mezzanine loan is $ 53.8 million and $ 57.2 million, respectively.

NOTE 8 – NON-REAL ESTATE LOANS RECEIVABLE

Our non-real estate loans consist of fixed and variable rate loans to operators and/or principals.

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.

1 unchanged sentence

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

As of December 31, 2025

Average Years

Interest Rate

(in thousands)

Notes due 2026 ;

interest at 13.22 % (1)

Notes due 2036 ;

interest at 5.71 %

Note due 2026 ;

interest at 11.00 %

Notes due 2025 - 2029 ;

interest at 11.81 % (1)(2)

Note due 2025 ;

interest at 9.12 % (1)

Notes due 2025 and 2036 ;

interest at 3.25 % (1)

Other notes outstanding (3)

Working capital loans receivable

Other loans receivable

Non-real estate loans receivable – gross

1 unchanged sentence

Total non-real estate loans receivable – net

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

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

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

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

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

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

(1) Consists of revolving working capital loans receivable collateralized by the accounts receivable of the applicable borrower with maturity dates ranging from 2026 to 2029 (with $ 47.1 million maturing in 2026 ).

(2) Consists of other loans receivable with maturity dates ranging from 2026 to 2037 (with $ 219.6 million maturing in 2026 ).

One of the other notes outstanding with an aggregate 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 years ended December 31, 2025, 2024 and 2023, non-real estate loans generated interest income of $ 40.5 million, $ 30.4 million and $ 22.1 million, respectively.

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

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

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

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

OMEGA HEALTHCARE INVESTORS, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS – Continued

Notes due 2026 ;

interest at 13.22 %

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

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

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

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

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

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

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

The following is a summary of advances and principal repayments under our non-real estate loans:

Year Ended December 31,

(in thousands)

Advances on new non-real estate loans receivable

Advances on existing non-real estate loans receivable

Principal repayments on non-real estate loans receivable (1)

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

(1) Consists of advances under seven , 13 and 19 new non-real estate loans originated during 2025, 2024 and 2023, respectively, with weighted average interest rates of 11.9 % , 8.4 % and 10.5 % for the years ended December 31, 2025, 2024 and 2023, respectively.

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

Genesis Non-Real Estate Loans

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

The $ 48.0 million term loan was issued in July 2016 (the “2016 Term Loan”), with subsequent amendments in 2018, 2019, 2021, 2023 and 2024 (discussed below), and currently bears interest at a fixed rate of 14 % per annum.

The $ 16.0 million secured term loan was issued on March 6, 2018 (the “2018 Term Loan,” together with the 2016 Term Loan, the “Genesis Term Loans”), with subsequent amendments in 2021, 2023 and 2024 (discussed below), and bears interest at a fixed rate of 10 % per annum.

On September 30, 2024, the loans were amended to (i) modify the priority of certain real estate collateral securing the loans so that they are primarily collateralized by a first priority lien on the equity of several ancillary businesses of Genesis, (ii) extend the maturity date from June 30, 2025 to June 30, 2026 and (iii) keep the existing interest rates but reduce the portion of contractual interest permitted to be paid in kind from 9.0 % to 3.5 % per annum on the 2016 Term Loan and from 5.0 % to 2.5 % per annum on the 2018 Term Loan beginning September 1, 2025.

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

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

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

Notes due 2036 ;

interest at 5.71 %

As of December 31, 2022, Notes due 2036 consisted of a $ 32 million secured term loan (the “Agemo Term Loan”) and a $ 25.0 million secured working capital loan (the “Agemo WC Loan”) with Agemo.

The Agemo Term Loan was acquired in 2016 and bore interest at 9 % per annum.

The Agemo Term Loan had a maturity date of December 31, 2024 and was secured by a security interest in certain collateral of Agemo.

The Agemo WC Loan was issued on May 7, 2018 and bore interest at 7 % per annum.

The Agemo WC Loan had a maturity date of April 30, 2025 and was primarily secured by a collateral package that includes a second lien on the accounts receivable of Agemo.

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

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

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

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

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

Under the restructuring agreement, previously written off contractual unpaid interest related to the Agemo WC Loan and the Agemo Term Loan was forgiven.

The outstanding principal of the Agemo Term Loan was refinanced into a new $ 32.0 million loan (“Agemo Replacement Loan A”).

The outstanding principal of the Agemo WC Loan and the aggregate rent deferred and outstanding under the Agemo lease agreement was combined and refinanced into a new $ 50.2 million loan (“Agemo Replacement Loan B” and with Agemo Replacement Loan A, the “Agemo Replacement Loans”).

The Agemo Replacement Loans bear interest at 5.63 % per annum through October 2024, which increases to 5.71 % per annum until maturity.

As of December 31, 2025 and 2024, there was $ 104.4 million and $ 93.4 million, respectively, of principal outstanding on the 2016 Term Loan and $ 24.2 million and $ 22.5 million, respectively, of principal outstanding on the 2018 Term Loan.

As discussed in Note 5 – 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, we provided, $ 8.0 million of a $ 30.0 million DIP financing, along with other lenders, to Genesis to support sufficient liquidity to, among other things, operate its facilities during bankruptcy.

The DIP financing loan bears PIK interest at 14.0 % per annum, payable monthly in arrears.

The principal is due upon maturity.

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.

Prior to its maturity on February 4, 2026, the DIP loan was in default.

Upon maturity, the DIP loan was not paid, which is another event of default.

The DIP loan Agent, on behalf of the DIP lenders, has issued a default notice and reserved all rights and remedies under the DIP loan documents.

Omega, along with other DIP and term loan lenders, have agreed to forbear from exercising remedies, except for charging default interest on the DIP and term loans, until February 13, 2026.

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, the “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.

The interim DIP order approved, as part of the bankruptcy process, the DIP budget, which allows interest payments due under Omega’s Genesis Term Loans to be satisfied in kind during the bankruptcy, except for budgeted adequate protection payments that will be applied as interest on the 2016 Term Loan.

During the year ended December 31, 2025, we received $ 0.4 million of adequate protection payments.

OMEGA HEALTHCARE INVESTORS, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS – Continued

As part of our ongoing credit loss procedures, we evaluated the fair value of the collateral available to us under the Genesis Term Loan agreements and the DIP financing based on appraisals and market indicators and determined there is sufficient collateral to support the outstanding principal on each of the Genesis Term Loans and the DIP financing.

Based on our determination regarding the sufficiency of the collateral, the Genesis Term Loans and the DIP financing remain on an accrual basis.

As of December 31, 2025, the internal risk rating on the Genesis Term Loans and the DIP financing is a 4, which we believe appropriately reflects the risks associated with the loans as of December 31, 2025.

As discussed in Note 20 – Commitments and Contingencies, the Statutory Unsecured Claimant’s Committee has filed a proposed Complaint and Preliminary Objection regarding the collateral supporting our term loans and regarding payments received by Omega under its lease and loan obligations in the 90 days prior to the Genesis bankruptcy filing date.

Agemo Non-Real Estate Loans

Under the restructuring agreement, the outstanding principal of a $ 32.0 million secured term loan was refinanced into a new $ 32.0 million loan (“Agemo Replacement Loan A”).

The outstanding principal of a $ 25.0 million secured working capital loan and the aggregate rent deferred and outstanding under the Agemo lease agreement was combined and refinanced into a new $ 50.2 million loan (“Agemo Replacement Loan B” and with Agemo Replacement Loan A, the “Agemo Replacement Loans”).

The Agemo Replacement Loans bore interest at 5.63 % per annum through October 2024 but increased following October 2024 to 5.71 % per annum until maturity.

The Agemo Replacement Loans mature on December 31, 2036 .

Interest payments were scheduled to resume on April 1, 2023, contingent upon Agemo’s compliance with certain conditions of the restructuring agreement;

however, Agemo had the option to defer the interest payment due on April 1, 2023.

Beginning in January 2025, Agemo will be required to make principal payments on the Agemo Replacement Loans dependent on certain metrics.

Beginning in January 2025, Agemo was required to make principal payments on the Agemo Replacement Loans dependent on certain metrics.

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

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

OMEGA HEALTHCARE INVESTORS, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS – Continued

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

No changes to the collateral supporting the loans were made because of the refinancing of these loans into the Agemo Replacement Loans.

Additional principal of $ 25.2 million related to deferred rent due under the master lease was combined with the principal of the Agemo WC Loan under Agemo Replacement Loan B.

This deferred rent balance was previously written off when the Agemo master lease was taken to a cash basis of revenue recognition in 2020.

We believe it is not probable that we will collect the additional $ 25.2 million of principal balance associated with the deferred rent under Agemo Replacement Loan B.

As such, we added an additional allowance for credit losses of $ 25.2 million related to Agemo Replacement Loan B concurrent with the increase in loan principal during the first quarter of 2023.

There is no income statement impact as a result of this additional reserve due to the balance previously being written off.

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

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

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

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

Note due 2026 ;

interest at 11.00 %

The loans are reserved down to the estimated fair value of the underlying collateral.

During the years ended December 31, 2025, 2024, 2023, we received $ 4.7 million, $ 4.7 million and $ 3.2 million, respectively, of interest payments from Agemo that we applied against the outstanding principal of the loans and recognized a recovery for credit loss equal to the amount of payments applied against the principal.

As of December 31, 2025 and 2024, the amortized cost basis of these loans was $ 67.3 million and $ 73.1 million, respectively, which represents 15.6 % and 16.1 %, respectively, of the total amortized cost basis of all non-real estate loans receivables.

As of December 31, 2025 and 2024, the total reserves related to the Agemo Replacement loans were $ 66.4 million and $ 70.9 million, respectively.

$50.0 million Secured Term Loan

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

2 unchanged sentences

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

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

Notes due 2025 - 2029 ;

interest at 11.81 %

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

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

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

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

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

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

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

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

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

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

As of December 31, 2025 and 2024, there was $ 43.9 million and $ 47.1 million, respectively, outstanding on the secured term loan.

OMEGA HEALTHCARE INVESTORS, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS – Continued

Note due 2025 ;

interest at 9.12 %

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

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

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

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

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

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

$45.0 million Unsecured Revolving Credit Facility

On July 8, 2019, the Company entered into an unsecured revolving credit facility agreement with a principal of an operator, that has been subsequently amended multiple times in 2022, 2023, 2024 and 2025.

In February 2024, we amended the revolving credit facility agreement to, among other changes, extend the maturity date to December 31, 2025 , reduce the maximum principal under the loan from $ 55.0 million to $ 45.0 million and modify the mandatory principal payments required under the loan.

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

1 unchanged sentence

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

Notes due 2025 and 2036 ;

interest at 3.25 %

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

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

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

On March 25, 2022, we entered into a $ 25.0 million term loan with LaVie that bore interest at a fixed rate of 8.5 % per annum and originally matured on March 31, 2032 .

This term loan required quarterly principal payments of $ 1.3 million commencing January 1, 2028 and is secured by a second priority lien on the operator’s accounts receivable.

During the fourth quarter of 2022, we amended these loans with LaVie to, among other terms, extend the loan maturities to November 30, 2036 to align with the lease term, and starting in January 2023, reduce the interest rates to 2 %, remove the requirement to make any principal payments until the maturity dates and to convert from monthly cash interest payments to PIK interest.

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

Given the modifications, we evaluated the risk of loss on these loans on an individual basis based on the fair value of the collateral.

Based on our evaluation of the collateral, during the fourth quarter of 2022, we recognized provisions for credit losses of $ 7.5 million related to the $ 8.3 million term loan (to fully reserve the loan balance) and $ 15.8 million related to the $ 25.0 million term loan.

Following the sale of 11 facilities in the fourth quarter of 2022, discussed in Note 4 – Assets Held for Sale, Dispositions and Impairments, the remaining accounts receivable outstanding that collateralize the $ 25.0 million term loan was insufficient to support the current outstanding balance, and as a result, we recorded the additional reserves to reduce the carrying value of the $ 25.0 million loan to the fair value of the collateral.

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

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

OMEGA HEALTHCARE INVESTORS, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS – Continued

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

Bankruptcy Code in the Bankruptcy Court.

During fourth quarter of 2025, the maturity date of this loan was extended to June 30, 2026 and required additional principal payments contingent upon the completion of certain restructuring transactions by the operator.

As of December 31, 2025 and 2024, the outstanding principal on the loan was $ 32.5 million and $ 42.5 million, respectively.

LaVie Non-Real Estate Loans

As discussed in Note 5 – Contractual Receivables and Other Receivables and Lease Inducements, on June 2 and 3, 2024, LaVie commenced voluntary cases under Chapter 11 of the U.S.

Bankruptcy Code in the U.S.

Bankruptcy Court for the Northern District of Georgia, Atlanta Division .

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

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

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

The principal is due upon maturity.

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

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

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

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

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

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

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

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

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

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

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

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

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

Other notes outstanding

As of December 31, 2024, our other notes outstanding represent 28 loans to operators and/or principals that primarily consists of term loans and working capital loans or revolving credit facilities.

Many of these loans are not individually significant and the use of proceeds of these loans can vary.

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

Working Capital Loan – $ 20 million

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

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

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

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

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

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

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

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

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

OMEGA HEALTHCARE INVESTORS, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS – Continued

Gulf Coast – DIP Facility

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

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

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

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

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

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

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

Revolving Credit Facility – $ 25 million

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

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

The credit facility is secured by a first lien on the accounts receivable of the operator.

This revolving credit facility was further amended in the fourth quarter of 2022 to increase the maximum principal to $ 25 million, with any borrowed amount in excess of $ 20 million to be repaid no later than June 30, 2023 .

During the third quarter of 2023, this revolving credit facility was further amended to increase the maximum principal to $ 25 million, increase the interest rate to 8.5 % beginning in October 2024 and extend the maturity date to December 31, 2025 .

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

Promissory Notes – $ 20 million

In the fourth quarter of 2022, the Company entered into three unsecured loans with a principal of an operator with principal amounts of $ 17.0 million, $ 2.5 million and $ 0.5 million.

The loans bear interest at 9 % and mature on September 30, 2027 .

All three loans require quarterly principal payments commencing on January 3, 2023.

As of December 31, 2024, the loans have total outstanding principal of $ 14.7 million.

$ 10.0 million Mezzanine Loan and Working Capital Loan

On June 30, 2023, the Company entered into a $ 10.0 million mezzanine loan and a revolving working capital loan with an existing operator in connection with the operator’s acquisition of a portfolio of facilities in Pennsylvania.

The $ 10.0 million mezzanine loan matures on June 30, 2028 and bears interest at a fixed rate of 11 % per annum.

The $ 10.0 million mezzanine loan also requires monthly amortizing payments of principal and interest in the amount of $ 0.2 million.

The $ 10.0 million mezzanine loan is secured by an equity interest in a subsidiary of the operator.

The working capital loan matures on June 30, 2026 and bears interest at a fixed rate of 10 % per annum.

The working capital loan has a maximum principal of $ 34.0 million for the first year that decreases to $ 20.0 million thereafter.

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

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

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

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

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

The principal was due upon maturity.

In addition to the DIP financing discussed above, we also had a $ 25.0 million term loan and an $ 8.3 million term loan with LaVie.

Given the risks associated with the bankruptcy process, LaVie’s liquidity issues and insufficient collateral, we evaluated the risk of loss on all of Omega’s loans with LaVie on an individual basis and wrote down any remaining unreserved balances associated with these loans during the course of 2024 and 2025.

We recorded provisions for credit losses of $ 4.0 million and $ 9.6 million associated with LaVie’s outstanding loans for the years ended December 31, 2025 and 2024.

During the second quarter of 2025, the DIP loan and $ 8.3 million term loan were discharged as part of the LaVie plan of reorganization that was made effective on June 1, 2025 and we wrote off the principal and allowance associated with these loans.

As of December 31, 2025 and 2024, the amortized cost basis of the one and three, respectively, LaVie loans outstanding was $ 24.5 million and $ 38.3 million, which represents 5.7 % and 8.4 % respectively, of the total amortized cost basis of all non-real estate loan receivables.

The total reserve as of December 31, 2025 related to the remaining LaVie loan was $ 24.5 million.

No interest income was recorded for any LaVie loans during the years ended December 31, 2025, 2024 and 2023 as all three loans were on non-accrual status.

OMEGA HEALTHCARE INVESTORS, INC.

29 unchanged sentences

Unfunded non-real estate loan commitments

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

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

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

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

(1) During the year ended December 31, 2025, we received proceeds of $ 2.1 million from the liquidating trust related to the $ 25.0 million DIP credit facility to Gulf Coast Health Care LLC (“Gulf Coast”) and proceeds of $ 0.5 million related to two other real estate loans, which resulted in a recovery for credit losses of $ 2.6 million.

These loans and related reserves were previously written off, so the $ 2.6 million aggregate recovery is not included in the rollforward above.

(2) These amounts include cash recoveries of $ 5.6 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 $ 2.3 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 3 – Real Estate Asset Acquisitions and Development.

(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.

OMEGA HEALTHCARE INVESTORS, INC.

1 unchanged sentence

Financial Statement Line Item

Allowance for Credit Loss at December 31, 2022

Allowance for Credit Loss as of December 31, 2023

Provision (recovery) for Credit Loss for the year ended December 31, 2024 (1)

Write-offs charged against allowance for the year ended December 31, 2024

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

Other reductions to the allowance for the year ended December 31, 2024

Allowance for Credit Loss as of December 31, 2024

5 unchanged sentences

Real estate loans receivable

Investment in direct financing leases

7 unchanged sentences

Unfunded real estate loan commitments

Unfunded non-real estate loan commitments

2 unchanged sentences

Unfunded non-real estate loan commitments

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

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

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

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

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

Unfunded non-real estate loan commitments

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

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

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

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

OMEGA HEALTHCARE INVESTORS, INC.

4 unchanged sentences

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

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

Allowance for Credit Loss as of December 31, 2023

5 unchanged sentences

Real estate loans receivable

Investment in direct financing leases

Non-real estate loans receivable

5 unchanged sentences

Unfunded real estate loan commitments

Unfunded non-real estate loan commitments

2 unchanged sentences

Unfunded non-real estate loan commitments

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

(2) This provision includes an additional $ 10.8 million allowance recorded on the Agemo WC Loan during the year ended December 31, 2022.

See Note 8 – Non-Real Estate Loans Receivable for additional information on the Agemo WC Loan.

(3) This provision includes an additional $ 23.3 million allowance recorded on the LaVie $ 25.0 million term loan and on the $ 8.3 million term loan during the fourth quarter of 2022.

See Note 8 – Non-Real Estate Loans Receivable for additional information on the LaVie term loans.

(4) This provision includes an additional $ 5.2 million allowance recorded on the $ 20 million WC loan during the year ended December 31, 2022 as discussed in Note 8 – Non-Real Estate Loans Receivable.

(5) In the second quarter of 2022 we recorded an additional reserve of $ 2.2 million related to the remaining commitment under the Gulf Coast DIP Facility as we were notified of the operator’s intent to draw the funds in the third quarter of 2022.

In the third quarter of 2022, the remaining commitment under the DIP Facility was drawn and the DIP Facility expired and as a result we wrote-off the loan balance and related reserves as we did not expect to collect amounts under the DIP Facility following the expiration.

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

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

See Note 7 – Real Estate Loans Receivable for additional information on the write-off.

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

OMEGA HEALTHCARE INVESTORS, INC.

11 unchanged sentences

Real estate loans receivable

Investment in direct financing leases

Non-real estate loans receivable

18 unchanged sentences

Real estate loans receivable – net

Investments in unconsolidated joint ventures

Investments in unconsolidated entities

Non-real estate loans receivable – net

10 unchanged sentences

Maximum exposure to loss

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

The fair value of the accounts receivable available to Omega was $ 5.5 million and $ 8.9 million as of December 31, 2024 and December 31, 2023, respectively.

(1) T he decrease in the balance from December 31, 2024 to December 31, 2025 primarily relates to the transition of facilities from LaVie to Avardis during the second quarter of 2025, as discussed further in Note 5 – Contractual Receivables and Ot her Receivables and Lease Inducements.

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

4 unchanged sentences

Interest income

(1) The rental income for the year ended December 31, 2023, reflects the $ 12.5 million option termination fee payment made to Maplewood in the first quarter of 2023 that was accounted for as a lease inducement (see Note 5 – Contractual Receivables and Other Receivables and Lease Inducements).

The rental income for the year ended December 31, 2022, reflects the write-off of approximately $ 29.3 million of straight-line rent receivables and lease inducements related to Maplewood (see Note 5 – Contractual Receivables and Other Receivables and Lease Inducements).

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.

OMEGA HEALTHCARE INVESTORS, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS – Continued

Consolidated VIEs

We own a partial equity interest in a joint venture that we have determined is a VIE.

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

We also sold an ALF to the joint venture for $ 7.7 million in net proceeds during the first quarter of 2022.

Accordingly, this joint venture has been consolidated.

Omega is not required to make any additional capital contributions to the joint venture.

As of December 31, 2024 and 2023, this joint venture has $ 24.3 million and $ 27.9 million, respectively, of total assets and $ 20.8 million and $ 20.7 million, respectively, of total liabilities, which are included in our Consolidated Balance Sheets.

As a result of consolidating the joint venture, in the first quarter of 2022, we recorded a $ 2.9 million noncontrolling interest to reflect the contributions of the minority interest holder of the joint venture.

No gain or loss was recognized on the initial consolidation of the VIE or upon the sale of the ALF to the joint venture.

In addition, as discussed in Note 3 – Real Estate Asset Acquisitions and Development, we consolidated the EATs that were classified as VIEs.

See further discussion of EATs that were consolidated in Note 3 – Real Estate Asset Acquisitions and Development.

NOTE 11 – INVESTMENTS IN JOINT VENTURES

Unconsolidated Joint Ventures

Omega owns an interest in a number of joint ventures which generally invest in the long-term healthcare industry.

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

Additionally, we own a partial equity interest in a JV that we have determined is a VIE.

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

Omega is not required to make any additional capital contributions to the JV.

As of December 31, 2025 and 2024, this JV has $ 23.2 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 11 – INVESTMENTS IN UNCONSOLIDATED ENTITIES

Unconsolidated Entities

Omega owns an interest in a number of entities which generally invest in the long-term healthcare industry.

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

Carrying Amount

SHH Holdings, LLC

In Substance Real Estate Investments (2)

Lakeway Realty, L.L.C.

Specialty facility

Second Spring Healthcare Investment

Cindat Joint Venture (3)

Other Real Estate JVs (4)(5)(6)

Other Healthcare JVs (4)(5)

Other Real Estate JVs (4)(6)(7)

Second Spring Healthcare Investment

(1) Ownership percentages and facility counts are as of December 31, 2025.

(2) The joint venture owns the Lakeway Regional Medical Center (the “Lakeway Hospital”) in Lakeway, Texas.

Our initial basis difference of approximately $ 69.9 million is being amortized on a straight-line basis over 40 years to income (loss) from unconsolidated joint ventures in the Consolidated Statements of Operations.

The lessee of the Lakeway Hospital has an option to purchase the facility from the joint venture.

The lessee also has a right of first refusal and a right of first offer in the event the joint venture intends to sell or otherwise transfer Lakeway Hospital.

As of December 31, 2023, we had $ 62.0 million outstanding under a mortgage loan to this joint venture, which was repaid in full in December 2024.

(3) As of December 31, 2023, we held a 49 % interest in the Cindat Joint Venture that owned 63 care homes leased to two operators in the U.K.

pursuant to operating leases.

In July 2024, we acquired the remaining 51 % ownership interest in the Cindat Joint Venture, such that we now own 100 % of the ownership interest in the entity that owns the Cindat portfolio.

See Note 3 – Real Estate Asset Acquisitions and Development for additional information.

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

(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 JVs 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) The JV owns the Lakeway Regional Medical Center (the “Lakeway Hospital”) in Lakeway, Texas.

Our initial basis difference of approximately $ 69.9 million is being amortized on a straight-line basis over 40 years to income (loss) from unconsolidated entities in the Consolidated Statements of Operations.

The lessee of the Lakeway Hospital has an option to purchase the facility from the JV.

The lessee also has a right of first refusal and a right of first offer in the event the JV intends to sell or otherwise transfer Lakeway Hospital.

(4) As of December 31, 2025 and 2024, we had an aggregate of $ 22.0 million and $ 18.5 million, respectively, of loans outstanding with these JVs.

(5) As of December 31, 2025, includes six JVs engaged in business that support the long-term healthcare industry and our operators.

(6) As of December 31, 2025, includes two JVs formed for the purpose of owning or providing financing for SNFs or ALFs.

(7) During the third quarter of 2024, one of the other real estate JVs, OMG Senior Holdings, LLC, sold one specialty facility to an unrelated third party for approximately $ 40.7 million in net cash proceeds and recognized a gain on sale of approximately $ 12.9 million ( $ 6.5 million of which represents the Company’s share of the gain).

(6) As of December 31, 2024 and 2023, we had an aggregate of $ 18.5 million and $ 17.5 million, respectively, of loans outstanding with these joint ventures.

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

SHH Holdings, LLC

In October 2025, the Company formed a JV, SHH Holdings, LLC, with affiliates of Saber Healthcare Holdings, LLC (“Saber”) to own and lease 64 facilities.

SHH Holdings, LLC was 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).

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.

Subsequent to our investment, SHH Holdings, LLC acquired an additional facility which was primarily funded through a $ 7.5 million mortgage loan, with no additional contributions from Omega.

The 65 facilities now held by the JV are subject to triple net leases, with subsidiaries of Saber, that generate $ 70.2 million in contractual rent per annum.

Omega’s initial basis difference was approximately $ 215.3 million which will be amortized over a weighted average life of 21 years .

During the year ended December 31, 2025, we recognized income of $ 1.4 million (inclusive of basis amortization) and received distributions totaling $ 2.7 million from SHH Holdings, LLC for the two-month period following the investment closing.

OMEGA HEALTHCARE INVESTORS, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS – Continued

Liberty-Omega HBP PropCo JV, LLC and Liberty-Omega HBP OpCo JV, LLC

On December 30, 2025, the Company formed two JVs, Liberty-Omega HBP PropCo JV, LLC (the “Liberty PropCo JV”) and Liberty-Omega HBP OpCo JV, LLC (the “Liberty OpCo JV” and collectively with the Liberty PropCo JV, the “Liberty JVs”).

The Liberty JVs were formed to own and operate, through a RIDEA structure, a CCRC in North Carolina.

Omega acquired a 49 % equity interest in the Liberty JVs for aggregate consideration of $ 42.7 million.

Affiliates of Liberty will retain the remaining 51 % of the Liberty JVs and are responsible for day-to-day operations of the JV and management of its properties, subject to obtaining Omega’s approval for certain major decisions (including investments, dispositions, financings, major capital expenditures and annual budgets).

As of the transaction date, the Liberty JVs have third-party debt of approximately $ 215.3 million.

The Liberty JVs will be accounted for as equity method investments.

NOTE 12 – GOODWILL AND OTHER INTANGIBLES

4 unchanged sentences

Balance as of December 31, 2025

OMEGA HEALTHCARE INVESTORS, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS – Continued

The following is a summary of our lease intangibles as of December 31, 2025 and 2024:

6 unchanged sentences

Net below market leases

(1) As of December 31, 2024, includes $ 27.4 million of intangible assets related to above market leases assumed in connection with the acquisition of the remaining 51 % interest in the Cindat Joint Venture during the third quarter of 2024 (see Note 3 – Real Estate Asset Acquisitions and Development).

Above market leases, net of accumulated amortization, are included in other assets on our Consolidated Balance Sheets.

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.

Should a tenant terminate the lease, the unamortized portion of the lease intangible is recognized immediately as an adjustment to rental income.

For the years ended December 31, 2025, 2024 and 2023, our net amortization related to intangibles was $( 1.8 ) million, $ 1.7 million and $ 9.4 million, respectively.

5 unchanged sentences

2030 – $( 2.2 ) million and $( 10.0 ) million thereafter.

As of December 31, 2024, the weighted average remaining amortization period of above market lease assets is approximately ten years and of below market lease liabilities is approximately seven years .

As of December 31, 2025, the weighted average remaining amortization period of both above market lease assets and below market lease liabilities is approximately nine years .

OMEGA HEALTHCARE INVESTORS, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS – Continued

NOTE 13 – CONCENTRATION OF RISK

As of December 31, 2024, our portfolio of real estate investments (including properties associated with mortgages, direct financing leases, assets held for sale and consolidated joint ventures) consisted of 1,026 healthcare facilities, located in 42 states and the U.K.

and operated by 87 third-party operators.

Property and Investment Concentration

As of December 31, 2025, our portfolio of real estate investments consisted of 1,027 operating healthcare facilities (including properties associated with mortgages, direct financing leases, assets held for sale and consolidated JVs), along with other real estate loans receivable (excluding mortgages) of $ 482.6 million and $ 414.1 million of investments in 15 unconsolidated entities.

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

and Jersey, and are operated or managed by 89 third-party operators or managers.

Our investment in these facilities, net of impairments and allowances, totaled approximately $ 10.5 billion at December 31, 2025, with approximately 98 % of our real estate investments related to long-term healthcare facilities.

Our portfolio is made up of (i) 589 SNFs, 290 ALFs, 19 ILFs, 18 specialty facilities and one MOB, (ii) fixed rate mortgages on 52 SNFs, 43 ALFs, one specialty facility and one ILF, and (iii) 12 facilities that are held for sale.

At December 31, 2024, we also held other real estate loans (excluding mortgages) receivable of $ 485.5 million and non-real estate loans receivable of $ 332.3 million, consisting primarily of secured loans to third-party operators of our facilities, and $ 88.7 million of investments in 11 unconsolidated joint ventures.

Our portfolio is made up of (i) 561 SNFs, 339 ALFs, 19 ILFs, 16 specialty facilities and one CCRC, (ii) fixed rate mortgages on 47 SNFs, 42 ALFs and two ILFs and (iii) one property adjacent to one of our existing facilities that is held for sale.

At December 31, 2025, our total investments also include non-real estate loans receivable of $ 330.3 million, consisting primarily of secured loans to third-party operators of our facilities.

Operator Concentration

At December 31, 2025 and 2024, we had investments with one operator/or manager that approximated or exceeded 10% of our total investments:

1 unchanged sentence

The revenue associated with Maplewood for the year ended December 31, 2023 reflects a reduction of revenue of $ 12.5 million related to a termination fee payment made by Omega as discussed in Note 5 – Contractual Receivables and Other Receivables and Lease Inducements.

During the year ended December 31, 2024, we also have one operator with total revenues that exceeded 10% of our total revenues:

During the years ended December 31, 2025, 2024 and 2023, we also have one operator with total revenues that exceeded 10% of our total revenues:

CommuniCare Health Services, Inc.

1 unchanged sentence

CommuniCare generated approximately 10.3 %, 11.8 % and 11.7 % of our total revenues for the years ended December 31, 2025, 2024 and 2023, respectively.

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

As of December 31, 2025, CommuniCare represented approximately 7.2 % of our total investments.

Geographic Concentration

At December 31, 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 ( 17.7 %), Texas ( 8.5 %) and Indiana ( 6.0 %).

OMEGA HEALTHCARE INVESTORS, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS – Continued

At December 31, 2024, the three states in which we had our highest concentration of investments were Texas ( 9.2 %), Indiana ( 6.2 %) and California ( 5.7 %).

In addition, our concentration of investments in the U.K.

NOTE 14 - BORROWING ARRANGEMENTS

3 unchanged sentences

Secured borrowings:

HUD mortgages (1)

2024 term loan (2)

2026 Mortgage Loan (1)

15 unchanged sentences

OP Term Loan (7)

2028 Term Loan (6)

Deferred financing costs – net

3 unchanged sentences

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

(1) Wholly owned subsidiaries of Omega OP are or were the obligor on these borrowings.

(2) Borrowing was the debt of the consolidated joint venture discussed in Note 8 – Variable Interest Entities which was formed in the first quarter of 2022.

The borrowing was secured by two ALFs, which are owned by the joint venture.

During the second quarter of 2024, Omega repaid this loan using available cash and proceeds from our $ 1.45 billion senior unsecured multicurrency revolving credit facility (“Revolving Credit Facility”).

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

The 2026 Mortgage Loan was 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, which was being amortized over the remaining contractual term of the loan.

Any remaining unamortized portion of the adjustment along with the unamortized deferred financing fees associated with the 2026 Mortgage Loan were reflected in net gain on debt extinguishment following the repayment in November 2025.

(3) Guaranteed by Omega OP.

(4) During the second quarter of 2023, the Company transitioned its benchmark interest rate for its Revolving Credit Facility from LIBOR to SOFR .

The applicable interest rate on the US Dollar tranche and on the GBP borrowings under the alternative currency tranche of the credit facility were 5.67 % and 6.02 % as of December 31, 2024, respectively.

(5) The Company repaid the $ 400 million of 4.95 % senior notes that matured on April 1, 2024 using available cash and proceeds from our Revolving Credit Facility.

(6) Subsequent to December 31, 2024, the Company repaid the $ 400 million of 4.50 % senior notes that matured on January 15, 2025 using available cash.

(7) The weighted average interest rate of the $ 428.5 million 2025 term loan has been adjusted to reflect the impact of the interest rate swaps that effectively fix the SOFR -based portion of the interest rate at 4.047 % .

(8) Omega OP is the obligor on this borrowing.

(9) During the second quarter of 2023, the Company transitioned its benchmark interest rate for its $ 50.0 million senior unsecured term loan facility (the “OP Term Loan”) from LIBOR to SOFR .

The weighted average interest rate of the $ 50 million OP Term Loan has been adjusted to reflect the impact of the interest rate swaps that effectively fix the SOFR -based portion of the interest rate at 3.957 % .

(4) The Company repaid the $ 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.

The notes were repaid using proceeds from the issuance of the 2030 Senior Notes (defined below).

(6) Reflects the impact of interest rate swaps on the 2028 Term Loan which effectively fix the SOFR-based portion of the interest rate at 4.019 % .

(7) Omega OP was the obligor on this borrowing.

(8) All borrowings are direct borrowings of Parent unless otherwise noted.

4 unchanged sentences

Secured Borrowings

HUD Mortgage Debt

On October 31, 2019, we assumed $ 389 million in mortgage loans guaranteed by HUD.

The HUD loans had maturity dates between 2046 and 2052 with fixed interest rates ranging from 2.82 % per annum to 3.24 % per annum.

During 2020, we paid $ 13.7 million to retire two mortgage loans with an average interest rate of 3.08 % per annum with maturities in 2051 and 2052 .

On August 31, 2022, we paid approximately $ 7.9 million to retire one mortgage loan with a fixed interest rate of 2.92 % per annum with a maturity date in 2051 .

In connection with the sales made in the third and fourth quarters of 2023 (as discussed further in Note 4 – Assets Held for Sale, Dispositions and Impairments), 29 mortgage loans in the aggregate amount of $ 281.7 million were retired.

These 29 loans had a weighted average fixed interest rate of 3.03 % per annum with maturities between 2046 and 2052 .

During the fourth quarter of 2023, we paid approximately $ 14.8 million to retire three mortgage loans with a weighted average fixed interest rate of 2.97 % per annum with maturity dates between 2046 and 2052 .

During the first quarter of 2024, the remaining nine HUD mortgages with outstanding principal of $ 41.6 million were paid off.

We recognized $ 1.3 million, $ 0.5 million and $ 0.4 million, respectively, of losses on debt extinguishment for prepayment penalties incurred on the HUD mortgage payoffs, discussed above, for the years ended December 31, 2024, 2023 and 2022.

All HUD loans were subject to the regulatory agreements that require escrow reserve funds to be deposited with the loan servicer for mortgage insurance premiums, property taxes, debt service and capital replacement expenditures.

As of December 31, 2023, the Company had total escrow reserves of $ 4.9 million with the loan servicer that is reported within other assets on the Consolidated Balance Sheets.

2026 Mortgage Loan

As discussed in Note 3 – Real Estate Asset Acquisitions and Development, we assumed the 2026 Mortgage Loan as part of our acquisition of the remaining 51 % interest in the Cindat Joint Venture.

The 2026 Mortgage Loan matures in August 2026 but can be repaid without a prepayment penalty beginning November 2025.

The 2026 Mortgage Loan bears interest at the Sterling Overnight Index Average (“SONIA ”) plus an applicable margin of 5.38 %.

As part of the transaction, we assumed four interest rate cap contracts that ensure the annual interest rate on the 2026 Mortgage Loan does not exceed 10.38 %.

The fair value adjustment on the 2026 Mortgage Loan was $ 20.7 million and is being amortized into interest expense over the remaining contractual term of the loan.

The net premium of $ 15.9 million in the table above relates to the fair value adjustment on the 2026 Mortgage Loan.

The 2026 Mortgage Loan was scheduled to mature in August 2026 but could be repaid without a prepayment penalty beginning November 2025.

The 2026 Mortgage Loan bore interest at the Sterling Overnight Index Average (“SONIA”) plus an applicable margin of 5.38 %.

We incurred $ 4.9 million of deferred costs in connection with the assumption of the 2026 Mortgage Loan.

The initial fair value adjustment on the 2026 Mortgage Loan was $ 20.7 million and was being amortized into interest expense over the remaining contractual term of the loan.

The 2026 Mortgage loan was repaid in full in November 2025 using proceeds from the 2028 Term Loan (defined below).

In connection with the repayment, we recognized a gain on extinguishment of $ 5.6 million primarily related to the remaining amortized premium associated with the fair value adjustment.

Unsecured Borrowings

Revolving Credit Facility and 2028 Term Loan

On April 30, 2021, Omega entered into a credit agreement for a new $ 1.45 billion senior unsecured multicurrency revolving credit facility (the “2021 Revolving Credit Facility”), replacing our previous unsecured multicurrency revolving credit facility and the related credit agreement.

The 2021 Revolving Credit Facility bore interest at SOFR plus an adjustment of 0.11448 % per annum (or in the case of loans denominated in GBP, the SONIA reference rate plus an adjustment of 0.1193 % per annum, and in the case of loans denominated in Euros, the Euro interbank offered rate, or EURIBOR ) plus an applicable percentage (with a range of 95 to 185 basis points) based on our credit ratings.

The 2021 Revolving Credit Facility could be drawn in Euros, GBP, Canadian Dollars (collectively, “Alternative Currencies”) or USD, with a $ 1.15 billion tranche available in USD and a $ 300 million tranche available in Alternative Currencies.

The 2021 Revolving Credit Facility was set to mature on April 30, 2025 , but in January 2025, Omega elected to utilize one of two six-month options to extend the maturity date to October 30, 2025.

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 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 Alternative Currencies or USD, with a $ 600.0 million sublimit for loans in Alternative Currencies and the 2028 Term Loan 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.

Deferred costs associated with the Revolving Credit Facility are reflected within Other Assets on the Consolidated Balance Sheets.

OMEGA HEALTHCARE INVESTORS, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS – Continued

Unsecured Borrowings

$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.

2026 Term Loan

On August 8, 2023, Omega entered into a credit agreement (the “2025 Omega Credit Agreement”) providing it with a new $ 400 million senior unsecured term loan facility (the “2025 Term Loan”).

The 2025 Omega Credit Agreement contains an accordion feature permitting us, subject to compliance with customary conditions, to increase the maximum aggregate commitments thereunder to $ 500 million by requesting an increase in the aggregate commitments under the 2025 Term Loan.

On September 27, 2023, Omega exercised the accordion feature to increase the aggregate commitment under the 2025 Term Loan by $ 28.5 million.

The 2025 Term Loan bears interest at SOFR plus an adjustment of 0.1 % per annum plus an applicable percentage (with a range of 85 to 185 basis points) based on our credit rating.

The 2025 Term Loan matures on August 8, 2025 , subject to Omega’s option to extend such maturity date for two sequential 12 -month periods.

On August 8, 2023, Omega entered into a $ 400 million senior unsecured term loan facility (the “2026 Term Loan”).

On September 27, 2023, Omega exercised an accordion feature to increase the aggregate commitment under the 2026 Term Loan by $ 28.5 million.

The 2026 Term Loan bore interest at SOFR plus an adjustment of 0.1 % per annum plus an applicable percentage (with a range of 85 to 185 basis points) based on our credit rating.

The 2026 Term Loan had an original maturity date of August 8, 2025 , subject to Omega’s option to extend such maturity date for two sequential 12-month periods.

We recorded $ 3.3 million of deferred financing costs and a $ 1.4 million discount in connection with the 2026 Omega Credit Agreement.

Revolving Credit Facility

On April 30, 2021, Omega entered into a credit agreement (the “Omega Credit Agreement”) providing us with a new Revolving Credit Facility, replacing our previous $ 1.25 billion senior unsecured multicurrency revolving credit facility obtained in 2017 and the related credit agreement.

The Omega Credit Agreement contains an accordion feature permitting us, subject to compliance with customary conditions, to increase the maximum aggregate commitments thereunder to $ 2.5 billion, by requesting an increase in the aggregate commitments under the Revolving Credit Facility or by adding term loan tranches.

The Revolving Credit Facility bears interest at SOFR plus an adjustment of 0.11448 % per annum (or in the case of loans denominated in GBP, the SONIA reference rate plus an adjustment of 0.1193 % per annum, and in the case of loans denominated in Euros, the Euro interbank offered rate, or EURIBOR) plus an applicable percentage (with a range of 95 to 185 basis points) based on our credit ratings.

SOFR is a broad measure of the cost of borrowing cash in the overnight U.S.

Treasury repo market, and is administered by the Federal Reserve Bank of New York.

The Revolving Credit Facility may be drawn in Euros, GBP, Canadian Dollars (collectively, “Alternative Currencies”) or USD, with a $ 1.15 billion tranche available in USD and a $ 300 million tranche available in Alternative Currencies.

The Revolving Credit Facility matures on April 30, 2025 , subject to Omega’s option to extend such maturity date for two six-month periods.

In January 2025, Omega provided notification to extend the maturity date to October 30, 2025 .

We incurred $ 12.9 million of deferred costs in connection with the Omega Credit Agreement.

On April 30, 2021, Omega OP entered into a credit agreement (the “Omega OP Credit Agreement”) providing it with a new OP Term Loan.

The OP Term Loan replaces the $ 50 million senior unsecured term loan obtained in 2017 and the related credit agreement.

The OP Term Loan bears interest at SOFR plus an adjustment of 0.11448 % per annum plus an applicable percentage (with a range of 85 to 185 basis points) based on our credit ratings.

The OP Term Loan matures on April 30, 2025 , subject to Omega OP’s option to extend such maturity date for two , six-month periods.

In January 2025, Omega provided notification to extend the maturity date to October 30, 2025 .

We incurred $ 0.4 million of deferred costs in connection with the Omega OP Credit Agreement.

In July 2025, the maturity date of 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.

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.

During the fourth quarter of 2025, Omega fully repaid the 2026 Term Loan using available cash, proceeds from the 2028 Term Loan and the Revolving Credit Facility.

On April 30, 2021, Omega OP entered into a $ 50 million unsecured term loan facility (the “OP Term Loan”).

The OP Term Loan bore interest at SOFR plus an adjustment of 0.11448 % per annum plus an applicable percentage (with a range of 85 to 185 basis points) based on our credit ratings.

The OP Term Loan was set to mature on April 30, 2025 , subject to Omega OP’s option to extend such maturity date for two , six-month periods.

Omega previously provided notification in January 2025 to extend the maturity date from April 30, 2025 to October 30, 2025 .

On April 29, 2025, Omega repaid OP Term Loan using available cash prior to its original maturity date.

Parent and Omega OP, on a combined basis, have no material assets, liabilities or operations other than financing activities (including borrowings under the senior unsecured revolving and term loan credit facility, OP term loan and the outstanding senior notes) and their investments in non-guarantor subsidiaries.

Substantially all of our assets are held by non-guarantor subsidiaries.

OMEGA HEALTHCARE INVESTORS, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS – Continued

The required principal payments, excluding the premium or discount and deferred financing costs on our secured and unsecured borrowings, for each of the five years following December 31, 2025 and the aggregate due thereafter are set forth below:

(in thousands)

OMEGA HEALTHCARE INVESTORS, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS – Continued

NOTE 15 – DERIVATIVES AND HEDGING

3 unchanged sentences

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

As of December 31, 2024, we have 12 interest rate swaps with $ 478.5 million in notional value and four interest rate caps with £ 190.0 million in notional value.

The swaps and the majority of the caps are designated as cash flow hedges of the interest payments on three of Omega’s variable interest loans.

Derivatives Designated as Hedging Instruments

As of December 31, 2025, we have nine interest rate swaps with $ 300.0 million in notional value.

The swaps are designated as cash flow hedges of the interest payments on one 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.

12 unchanged sentences

Consistent with our accounting policy and historical practice, the $ 92.6 million net cash settlement from the forward swap termination is reflected within net cash used in financing activities in the Consolidated Statements of Cash Flows.

The $ 600 million of 2030 Senior Notes that were issued in June 2025, as discussed further in Note 14 – Borrowing 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.

OMEGA HEALTHCARE INVESTORS, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS – Continued

In June 2023, we entered into an interest rate swap with a notional amount of $ 50.0 million.

The swap is effective June 30, 2023 and terminates on April 30, 2027 .

This interest rate swap is designated as a hedge against our exposure to changes in interest payment cash flow fluctuations in the variable interest rates on the OP Term Loan.

The interest rate swap contract effectively converts our $ 50.0 million OP Term Loan to an aggregate fixed rate of approximately 5.521 % through its maturity.

The effective fixed rate achieved by the combination of the Omega OP Credit Agreement and the interest rate swaps could fluctuate up by 40 basis points or down by 60 basis points based on future changes to our credit ratings.

In August 2023, we entered into ten interest rate swaps with $ 400.0 million in notional value.

The swaps are effective August 14, 2023 and terminate on August 6, 2027 .

The interest rate swaps are designated as hedges against our exposure to changes in interest payment cash flows as a result of the variable interest rate on the 2025 Term Loan.

The interest rate swap contracts effectively convert our $ 400.0 million 2025 Term Loan to an aggregate fixed rate of approximately 5.565 % .

The interest rate swaps were originally designated as hedges against our exposure to changes in interest payment cash flows as a result of the variable interest rate on the 2026 Term Loan.

In September 2023, in connection with the exercise of the accordion feature on the 2026 Term Loan, we entered into one additional interest rate swap with $ 28.5 million in notional value to hedge the additional $ 28.5 million under the 2026 Term Loan.

This swap is effective September 29, 2023 and terminates on August 6, 2027 .

These 11 interest rate swap contracts effectively convert our $ 428.5 million 2025 Term Loan to a new combined aggregate fixed rate of approximately 5.597 % through its maturity.

The effective fixed rate achieved by the combination of the 2025 Omega Credit Agreement and the interest rate swaps could fluctuate up by 40 basis points or down by 60 basis points based on future changes to our credit ratings.

As discussed in Note 3 – Real Estate Asset Acquisitions and Development, we assumed four interest rate cap contracts as a part of our acquisition of the remaining 51 % interest in the Cindat Joint Venture.

The interest rate caps terminate on August 26, 2026 .

The interest rate cap contracts ensure that the annual interest rate on the 2026 Mortgage Loan does not exceed 10.38 %.

This swap was effective September 29, 2023 and terminates on August 6, 2027 .

These 11 interest rate swap contracts effectively converted our $ 428.5 million 2026 Term Loan to a new combined aggregate fixed rate of approximately 5.597 % until the 2026 Term Loan was amended in the third quarter of 2025 to reduce the interest rate margins by 35 basis points, resulting in a new combined aggregate fixed rate of approximately 5.247 % .

Upon the repayment of the 2026 Term Loan in the fourth quarter of 2025, we redesignated nine of the interest rate swaps, with $ 300 million of notional value, as hedges against our exposure to changes in interest payment cash flows on the 2028 Term Loan.

These nine interest rate swap contracts effectively convert our 2028 Term Loan to a new combined aggregate fixed rate of approximately 5.219 % through its maturity.

We terminated two of the interest rates swaps with notional value of $ 128.5 million and paid our swap counterparty $ 1.7 million that is recorded within other income – net in the Consolidated Statements of Operations for the year ended December 31, 2025.

Foreign Currency Forward Contracts and Debt Designated as Net Investment Hedges

2 unchanged sentences

In March 2021, we entered into four foreign currency forward contracts with notional amounts totaling £ 174.0 million, that matured on March 8, 2024 , to hedge a portion of our net investments in the U.K., including an intercompany loan and an investment in our U.K.

joint venture, effectively replacing the terminated net investment hedge.

JV, effectively replacing the terminated net investment hedge.

The forwards were issued at a weighted average GBP-USD forward rate of 1.3890 .

On May 17, 2022, we entered into two new foreign currency forward contracts with notional amounts totaling £ 76.0 million and a GBP-USD forward rate of 1.3071 , each of which mature on May 21, 2029 .

These currency forward contracts hedge a portion of our net investments in U.K.

subsidiaries, including an intercompany loan.

On December 27, 2023, we terminated two foreign currency forward contracts that were entered into in March 2021 with notional amounts totaling £ 104.0 million.

On December 27, 2023, we terminated two of these foreign currency forward contracts with notional amounts totaling £ 104.0 million.

Omega received a net cash settlement of $ 11.4 million as a result of termination, which is included within net cash used in investing activities in the Consolidated Statements of Cash Flows.

The $ 11.4 million related to the termination will remain in accumulated other comprehensive income until the underlying hedged items are liquidated.

Concurrent with the termination of the two foreign currency forward contracts, also on December 27, 2023, we entered into six new foreign currency forward contracts with notional amounts totaling £ 104.0 million and a GBP-USD forward rate of 1.2916 , each of which mature between March 8, 2027 and March 8, 2030 .

Consistent with the terminated forwards, the new currency forward contracts hedge an intercompany loan between a U.S.

On February 27, 2024, we terminated the remaining two foreign currency forward contracts that were entered into in March 2021 with notional amounts totaling £ 70.0 million.

Omega received a net cash settlement of $ 8.4 million as a result of termination.

Both cash settlements are included within net cash used in investing activities in the Consolidated Statements of Cash Flows.

The aggregate $ 19.8 million related to the terminations will remain in accumulated other comprehensive income until the underlying hedged items are liquidated.

On May 17, 2022, we entered into two foreign currency forward contracts with notional amounts totaling £ 76.0 million and a GBP-USD forward rate of 1.3071 , each of which mature on May 21, 2029 .

On December 27, 2023, we entered into six foreign currency forward contracts with notional amounts totaling £ 104.0 million and a GBP-USD forward rate of 1.2916 , each of which mature between March 8, 2027 and March 8, 2030 .

On February 27, 2024, we entered into three foreign currency forward contracts with notional amounts totaling £ 78.0 million and a GBP-USD forward rate of 1.2707 , each of which mature between March 8, 2027 and March 7, 2031 .

The aforementioned foreign currency forward contracts hedge a portion of our net investments in U.K.

subsidiaries, including an intercompany loan.

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 3 – Real Estate Asset Acquisitions and Development), 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 year ended December 31, 2025.

OMEGA HEALTHCARE INVESTORS, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS – Continued

On February 27, 2024, we terminated two foreign currency forward contracts that were entered into in March 2021 with notional amounts totaling £ 70.0 million.

Omega received a net cash settlement of $ 8.4 million as a result of termination, which is included within net cash used in investing activities in the Consolidated Statements of Cash Flows.

The $ 8.4 million related to the termination will remain in accumulated other comprehensive income until the underlying hedged items are liquidated.

Concurrent with the termination of the two foreign currency forward contracts, also on February 27, 2024, we entered into three new foreign currency forward contracts with notional amounts totaling £ 78.0 million and a GBP-USD forward rate of 1.2707 , each of which mature between March 8, 2027 and March 7, 2031 .

The new currency forward contracts hedge an intercompany loan between a U.S.

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 .

We recognized unrealized gains of $ 1.0 million and realized gains of $ 0.9 million related to these swaps that are recorded within other income – net in the Consolidated Statements of Operations for the year ended December 31, 2025.

As of December 31, 2025, we have five GBP/USD currency forwards remaining with notional amounts totaling £ 81.0 million and a weighted average GBP-USD rate of 1.3615 , each of which mature between January 5, 2026 and January 5, 2027 .

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

4 unchanged sentences

Accrued expenses and other liabilities

Derivative instruments not designated:

The fair value of the interest rate swaps and foreign currency forwards is derived from observable market data such as yield curves and foreign exchange rates and represents a Level 2 measurement on the fair value hierarchy.

22 unchanged sentences

3.25 % notes due 2033 – net

HUD mortgages – net

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).

11 unchanged sentences

The 2026 Mortgage Loan was recorded at fair market value in July 2024, as of the date we assumed it as part of our acquisition of the remaining 51 % interest in the Cindat Joint Venture.

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

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

Differences between carrying value and the fair value in the table above are due to the inclusion of deferred financing costs in the carrying value.

OMEGA HEALTHCARE INVESTORS, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS – Continued

● Senior notes:

The fair value of the senior unsecured notes payable was estimated based on publicly available trading prices (Level 1).

● HUD mortgages:

The fair value of our borrowings under HUD debt agreements are estimated using an expected present value technique based on quotes obtained by HUD debt brokers (Level 2).

OMEGA HEALTHCARE INVESTORS, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS – Continued

NOTE 17 – TAXES

13 unchanged sentences

income tax purposes.

As of December 31, 2024, one of our TRSs that is subject to income taxes at the applicable corporate rates had a net operating loss (“NOL”) carry-forward of approximately $ 9.8 million.

Our NOL carry-forward was partially reserved as of December 31, 2024, with a valuation allowance due to uncertainties regarding realization.

Under current law, NOL carry-forwards generated up through December 31, 2017 may be carried forward for no more than 20 years, and NOL carry-forwards generated in taxable years ended after December 31, 2017, may be carried forward indefinitely.

Under current law, net operating loss (“NOL”) carry-forwards generated up through December 31, 2017 may be carried forward for no more than 20 years, and NOL carry-forwards generated in taxable years ended after December 31, 2017, may be carried forward indefinitely.

We do not anticipate that such changes will materially impact the computation of Omega’s taxable income, or the taxable income of any Omega entity, including our TRSs.

3 unchanged sentences

REIT regime with an effective date of April 1, 2023.

In connection with entering the U.K.

REIT regime, we recognized several adjustments to our deferred tax balances in the first quarter of 2023 as summarized below.

As discussed in Note 3 – Real Estate Asset Acquisitions and Development, we acquired foreign net operating losses of $ 47.8 million resulting in a NOL deferred tax asset of $ 11.9 million in connection with our acquisition of one U.K.

entity in the second quarter of 2024 and we acquired foreign net operating losses of $ 55.0 million resulting in a NOL deferred tax asset of $ 13.4 million in connection with the acquisition of one U.K.

entity in the first quarter of 2022.

As of December 31, 2024, we have aggregate NOL carryforwards of approximately $ 76.4 million associated with two U.K.

subsidiaries.

NOLs have no expiration date and may be available to offset future taxable income.

We believe these foreign NOLs are realizable under a “more likely than not” measurement and have not recorded a valuation allowance against the deferred tax asset.

OMEGA HEALTHCARE INVESTORS, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS – Continued

The Organization for Economic Co-operation and Development (OECD) has a framework to implement a global minimum corporate tax of 15% for companies with global revenues and profits above certain thresholds (referred to as Pillar 2), with certain aspects of Pillar 2 effective January 1, 2024 and other aspects effective January 1, 2025.

2 unchanged sentences

has adopted legislation.

We do not expect Pillar 2 to have a material impact on our effective tax rate or our consolidated results of operation, financial position, and cash flows.

Pillar 2 has not had a material impact on our effective tax rate or our consolidated results of operation, financial position and cash flows.

The following is a summary of our income taxes paid (net of refunds received):

Year Ended December 31,

(in thousands)

Federal income taxes paid

State and local income taxes paid

Foreign income taxes paid (1)

Total income taxes paid

(1) The total foreign income taxes paid for the years ended December 31, 2025, 2024 and 2023 related to income taxes paid in the U.K.

OMEGA HEALTHCARE INVESTORS, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS – Continued

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

Year Ended December 31,

(in millions)

Federal, state and local income tax expense (1)

(in thousands)

Federal income tax (benefit) expense (1)

State and local income tax expense

Foreign income tax expense

Total income tax expense (2)

(1) For the years ended December 31, 2024, 2023 and 2022, income before income tax expense and income from unconsolidated joint ventures from domestic operations was $ 386.4 million, $ 234.2 million and $ 418.5 million, respectively.

(2) For the years ended December 31, 2024, 2023 and 2022, income before income tax expense and income from unconsolidated joint ventures from foreign operations was $ 34.3 million, $ 21.5 million and $ 17.6 million, respectively.

(1) During the fourth quarter of 2025, we reversed the full valuation allowance associated with our U.S.

federal NOL carryforward as a result of new investments that will have sufficient taxable income to fully utilize the NOLs.

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

The following is a summary of deferred tax assets and liabilities:

The following is a summary of our income before income tax expense disaggregated between domestic and foreign operations:

Year Ended December 31,

(in thousands)

Income before income tax expense related to domestic operations

Income before income tax expense related to foreign operations

Total income before income tax expense

The following is a summary of deferred tax:

(in thousands)

federal net operating loss carryforward

3 unchanged sentences

Net deferred tax asset

Foreign deferred tax liability (1)

Net deferred tax liability

(1) The deferred tax asset and liability resulted from book to tax differences recorded in the U.S.

(1) During the fourth quarter of 2025, we reversed the full valuation allowance associated with our U.S.

federal NOL carryforward as a result of new investments that will have sufficient taxable income to fully utilize the NOLs.

(2) The deferred tax asset resulted from book to tax differences recorded in the U.S.

relating to depreciation and revenue recognition in the U.K.

1 unchanged sentence

Stock Repurchase Program

On January 27, 2022, the Company authorized the repurchase of up to $ 500 million of our outstanding common stock from time to time through March 2025.

The Company is authorized to repurchase shares of its common stock in open market and privately negotiated transactions or in any other manner as determined by the Company’s management and in accordance with applicable law.

The timing and amount of stock repurchases will be determined, in management’s discretion, based on a variety of factors, including but not limited to market conditions, other capital management needs and opportunities, and corporate and regulatory considerations.

The Company has no obligation to repurchase any amount of its common stock, and such repurchases, if any, may be discontinued at any time.

Under Maryland law, shares repurchased become authorized but unissued shares.

The Company reduced the common stock at par value and to the extent the cost acquired exceeds par value, it is recorded through additional paid-in capital on our Consolidated Balance Sheets and Consolidated Statements of Equity.

During the year ended December 31, 2022, the Company repurchased 5.2 million shares of our outstanding common stock at an average price of $ 27.32 per share, for a total repurchase cost of $ 142.3 million.

The average price per share and repurchase cost includes the cost of commissions.

On January 27, 2022, the Company authorized the repurchase of up to $ 500 million of our outstanding common stock from time to time, which expired in March 2025.

Omega did no t repurchase any of its outstanding common stock under this announced program during 2023, 2024 or 2025.

At-The-Market Offering Program

OMEGA HEALTHCARE INVESTORS, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS – Continued

At-The-Market Offering Program

During the second quarter of 2021, we entered into a new “at-the-market” (“ATM”) Equity Offering Sales Agreement pursuant to which shares of common stock having an aggregate gross sales price of up to $ 1.0 billion (the “2021 ATM Program”) may be sold from time to time by Omega through several financial institutions acting as a sales agent or directly to the financial institutions as principals.

Under the 2021 ATM Program, compensation for sales of the shares was limited to 2 % or less of the gross sales price per share for shares sold through each financial institution.

During the third quarter of 2024, we terminated the 2021 ATM Program and entered into a new ATM Equity Offering Sales Agreement pursuant to which shares of common stock having an aggregate gross sales price of up to $ 1.25 billion (the “2024 ATM Program,” and together with the 2021 ATM Program, the “ATM Program”) may be sold from time to time (i) by Omega through several financial institutions acting as a sales agent or directly to the financial institutions as principals, or (ii) by several financial institutions acting as forward sellers on behalf of any forward purchasers pursuant to a forward sale agreement.

During the fourth quarter of 2025, we terminated the 2024 ATM Program and entered into a new ATM Equity Offering Sales Agreement pursuant to which shares of common stock having an aggregate gross sales price of up to $ 2.0 billion (the “2025 ATM Program,” and together with the 2024 ATM Program and the 2021 ATM Program, the “ATM Program”) may be sold from time to time (i) by Omega through several financial institutions acting as a sales agent or directly to the financial institutions as principals, or (ii) by several financial institutions acting as forward sellers on behalf of any forward purchasers pursuant to a forward sale agreement.

Under the 2025 ATM Program, compensation for sales of the shares will not exceed 2 % of the gross sales price per share for shares sold through each financial institution.

19 unchanged sentences

The Board of Directors has declared common stock dividends as set forth below:

Dividend per Common Share

February 10, 2025

February 18, 2025

April 30, 2024

August 4, 2025

27 unchanged sentences

Total accumulated other comprehensive income for Omega

During the years ended December 31, 2024, 2023 and 2022, we reclassified $ 9.6 million, $ 6.7 million and $ 4.2 million, respectively, of realized gains out of accumulated other comprehensive income into interest expense on our Consolidated Statements of Operations associated with our cash flow hedges.

During the years ended December 31, 2025, 2024 and 2023, we reclassified $ 5.5 million, $ 9.6 million and $ 6.7 million, respectively, of net realized gains out of accumulated other comprehensive income into interest expense or other income - net on our Consolidated Statements of Operations associated with our cash flow hedges.

NOTE 19 – STOCK-BASED COMPENSATION

1 unchanged sentence

For the years ended December 31, 2025, 2024 and 2023, we recognized stock-based compensation of $ 44.2 million, $ 36.7 million and $ 35.1 million, respectively, related to these plans.

Stock-based compensation expense for the year ended December 31, 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.

For purposes of measuring stock-based compensation expense, we consider whether an adjustment to the observable market price is necessary to reflect material nonpublic information that is known to us at the time the award is granted.

47 unchanged sentences

Cancelled during 2024

Forfeited during 2023

Vested during 2024

2 unchanged sentences

Cancelled during 2025

Forfeited during 2025

Vested during 2025 (2)

( 1,609,459 )

Non-vested at December 31, 2025

Total compensation cost to be recognized on the awards based on grant date fair value .

PRSUs are shown as vesting in the year that the Compensation Committee determines the level of achievement of the applicable performance measures .

PRSUs and performance PIUs are shown as vesting in the year that the Compensation Committee determines the level of achievement of the applicable performance measures .

As of December 31, 2025, unrecognized compensation costs related to unvested awards to employees is as follows:

16 unchanged sentences

As of December 31, 2025, approximately 2.6 million shares of common stock were reserved for issuance to our employees, directors and consultants under our stock incentive plans.

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.

NOTE 20 – COMMITMENTS AND CONTINGENCIES

Shareholder Litigation Settlement

The Company and certain of its officers, C.

Taylor Pickett, Robert O.

Stephenson, and Daniel J.

Booth , were named as defendants in a purported securities class action lawsuit in the U.S.

District Court for the Southern District of New York (the “Securities Class Action”).

The parties executed a stipulation of settlement dated December 9, 2022 (“Settlement”), which provided for a dismissal and release of all claims against the defendants without any admission of wrongdoing or liability on the part of the Company or the individual defendants.

The Settlement became effective May 25, 2023, and the Settlement payment of $ 30.75 million was distributed to class members.

In the second quarter of 2023, after the Company fulfilled all of its obligations pursuant to the court-approved Settlement, the Company reversed the previously recorded $ 31 million legal reserve, which was included within accrued expenses and other liabilities on the Consolidated Balance Sheets, and the related $ 31 million receivable related to the insurance reimbursement, which was included within other assets on the Consolidated Balance Sheets.

Certain derivative actions were brought against the officers named in the Securities Class Action, and certain current and former directors of the Company, alleging claims relating to the matters at issue in the Securities Class Action.

In February 2024, formal stipulations of settlement incorporating the substantive terms of the memoranda of understanding and detailing the proposed settlements’ operational terms were submitted for court approval.

The orders approving the formal stipulations of settlement became final and non-appealable in the second and third quarters of 2024, respectively, and the Company fulfilled all of its obligations pursuant to such stipulations of settlements .

The settlements are without any admission of the allegations in the complaints, which the defendants deny.

In the second quarter of 2024, the Company’s insurers funded $ 2.8 million to an escrow account established for the purpose of paying the settlement amounts in accordance with the terms of the applicable settlement, and the Company reversed the previously recorded $ 2.8 million legal reserve within accrued expenses and other liabilities and the related $ 2.8 million receivable within other assets on the Consolidated Balance Sheets.

Gulf Coast Subordinated Debt

In August 2021, we filed suit in the Circuit Court for Baltimore County against the holders of certain Subordinated Debt (the “Gulf Coast Debt Holders”) associated with our Gulf Coast master lease agreement, following an assertion by the Gulf Coast 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 sought 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 (the “Omega Gulf Coast 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 Gulf Coast Debt Holders filed a motion to dismiss for lack of personal jurisdiction, which was granted in November 2022 and upheld on appeal in January 2026.

OMEGA HEALTHCARE INVESTORS, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS – Continued

Gulf Coast Subordinated Debt

In August 2021, we filed suit in the Circuit Court for Baltimore County (the “Court”) against the holders of certain Subordinated Debt (the “Debt Holders”) associated with our Gulf Coast master lease agreement, following an assertion by the Debt Holders that our prior exercise of offset rights in connection with Gulf Coast’s non-payment of rent had resulted in defaults under the terms of the Subordinated Debt.

The suit seeks a declaratory judgment to, among other items, declare that the aggregate amount of unpaid rent due from Gulf Coast under the master lease agreement exceeds all amounts which otherwise would be due and owing by an indirect subsidiary of Omega (“Omega Obligor”) under the Subordinated Debt, and that all principal and interest due and owing under the Subordinated Debt may be (and was) offset in full as of December 31, 2021.

In October 2021, the Debt Holders filed a motion to dismiss for lack of personal jurisdiction.

On November 3, 2022, the Court granted the Debt Holders’ motion to dismiss for lack of personal jurisdiction, and Omega filed a timely appeal of the ruling.

While Omega believes Omega Obligor is entitled to the enforcement of the offset rights sought in the action, Omega cannot predict the outcome of the declaratory judgment action, irrespective of whether (a) it is ultimately litigated in the Court if Omega Obligor prevails in its appeal or (b) if the order granting the motion to dismiss for lack of personal jurisdiction is affirmed and the issues are litigated in the Delaware Court (as defined below).

On or about January 19, 2023, the Debt Holders served a lawsuit against the Omega Obligor in the Superior Court of the State of Delaware (the “Delaware Court”), asserting claims for (i) breach of the instruments evidencing the Subordinated Debt, (ii) declaratory judgment, and (iii) unjust enrichment, all claims that are factually based on the claims that are the subject of Omega Obligor’s suit in the Court and that are now on appeal.

On February 8, 2023, Omega Obligor filed a motion to dismiss or, in the alternative, to stay this action pending the outcome of the above-referenced lawsuit in Maryland.

On July 10, 2023, the Delaware state court case stayed the proceeding pending further developments in the Maryland litigation.

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

In January 2023, the Gulf Coast Debt Holders served a lawsuit against the Omega Gulf Coast Obligor in the Superior Court of the State of Delaware, 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 were the subject of the Omega Gulf Coast Obligor’s lawsuit in Maryland.

In February 2023, the Omega Gulf Coast Obligor filed a motion to dismiss or, in the alternative, to stay this action pending the outcome of the above-referenced lawsuit in Maryland, and in July 2023, the Delaware 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 Gulf Coast Debt Holders in the Delaware state court.

It is anticipated that the Delaware case stay will be lifted based on the denial of the appeal that was issued in January 2026 in the Maryland case.

While Omega believes the Omega Gulf Coast Obligor is entitled to enforcement of the offset rights that are the subject of these actions, Omega cannot predict the ultimate outcome of the litigation.

Genesis Bankruptcy - Claim of Statutory Unsecured Claimants’ Committee

On December 4, 2025, the Genesis Statutory Unsecured Claimants’ Committee (“UCC”) filed its (a) Motion for Leave, Standing, And Authority To Prosecute Certain Claims On Behalf Of The Debtors’ Estates And For Related Relief which attached a proposed Complaint against a subsidiary of the Company, and (b) Preliminary Objection To Determine The Secured Status Of Prepetition Term Loan Claims.

Both the proposed Complaint and Preliminary Objection seek a determination that the Prepetition Term Loan(s) to which our subsidiary is a co-lender is, in part, unsecured.

The proposed Complaint also alleges a preference action against the agent under the Prepetition Term Loan(s) in respect of payments made to said agent within the ninety (90) days of the Genesis bankruptcy filing (“Petition Date”), certain of which payments were dispersed to our subsidiary.

Finally, the proposed Complaint alleges a preference action against other subsidiar(ies) of the Company, in respect of lease payments made to such subsidiar(ies) under a master lease with Genesis within ninety (90) days of the Petition Date.

On January 23, 2026, the UCC and the Debtors in the proceeding entered into an unopposed stipulation (“Stipulation”) that the Bankruptcy Court’s consideration of the Standing Motion shall be continued to the date of an order confirming a chapter 11 plan in accordance with section 1129 of the Bankruptcy Code, whereupon the Standing Motion shall be granted.

The Bankruptcy Court approved the Stipulation by order dated January 26, 2026.

While Omega believes that the claims asserted against our subsidiaries are without merit and intends to vigorously defend against them, Omega cannot predict the ultimate outcome of this action.

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.

5 unchanged sentences

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.

OMEGA HEALTHCARE INVESTORS, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS – Continued

We have committed to fund the construction of new leased and mortgaged facilities, capital improvements and other commitments.

6 unchanged sentences

(1) Includes finance costs.

OMEGA HEALTHCARE INVESTORS, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS – Continued

During the third quarter of 2024, we amended the existing master lease with Brookdale Senior Living Inc.

(“Brookdale”) to extend the maturity date from December 2027 to December 2037.

As part of the amendment, we agreed to provide up to $ 80.0 million in funding for capital expenditures on the facilities subject to the master lease (included in the table above).

The annual rent under the lease will not be adjusted for fundings of capital expenditures in the aggregate amount of up to $ 30.0 million of the $ 80.0 million commitment.

With respect to the remaining $ 50.0 million of the $ 80.0 million commitment, the annual rent under the lease will increase by the amount of each capital expenditure multiplied by 9.5 %.

Canadian Loan Commitment

On December 12, 2025, we entered into a loan agreement with a borrower to fund the development of several long-term care facilities in Canada.

The maximum commitment under the loan agreement is $ 87.6 million Canadian dollars, which will be funded in several advances as needed by the borrower.

As of December 31, 2025, no advances had been made on the loan, and the full commitment is reflected within “Real estate loan commitments” in the table above.

The loan bears interest at 10.0 % per annum and has a maturity date of December 12, 2035.

At Omega’s option, the loan is convertible into a 34.9 % equity stake in the borrower.

NOTE 21 – SUPPLEMENTAL DISCLOSURE TO CONSOLIDATED STATEMENTS OF CASH FLOWS

11 unchanged sentences

Non-cash acquisition of real estate (see Note 3)

Non-cash proceeds from sale of business

Non-cash collection of real-estate loan receivable principal (see Note 3)

Non-cash investment in non-real estate loans receivables (See Note 3)

Non-cash investment in other investments

Non-cash investment in unconsolidated entities (See Note 11)

Non-cash financing activities

Assumption of debt (see Note 3 and Note 14)

Non-cash contribution from noncontrolling member in consolidated joint venture

Change in fair value of hedges

Remeasurement of debt denominated in a foreign currency

OMEGA HEALTHCARE INVESTORS, INC.

4 unchanged sentences

(in thousands, except per share amounts)

adjustments to basic numerator (1)

Net income available to common stockholders – basic

10 unchanged sentences

Net income available to common stockholders

(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 23 – SEGMENTS

4 unchanged sentences

In addition to our core investments, we make loans to operators and/or their principals.

From time to time, we also acquire equity interests in joint ventures or entities that support the long-term healthcare industry and our operators.

Omega derives revenue primarily in the U.S.

and manages the business activities on a consolidated basis.

From time to time, we also acquire equity interests in JVs or entities that support the long-term healthcare industry and our operators.

Additionally, during the fourth quarter of 2025, we began utilizing the RIDEA structure.

Omega manages the business activities on a consolidated basis.

The accounting policies of the business segment are the same as those described in the summary of significant accounting policies.

16 unchanged sentences

NOTE 24 – SUBSEQUENT EVENTS

Leadership Transition

In January 2025, the Company and Daniel J.

Booth, Chief Operating Officer, mutually agreed that Mr.

Booth’s employment agreement with the Company would terminate effective January 2, 2025.

The Company entered into a Transition Agreement and Release (the “Transition Agreement”) as of January 1, 2025 with Mr.

Booth in connection with his departure and transitioning of his responsibilities.

The Transition Agreement provides that Mr.

In addition, in connection with the Transition Agreement, Mr.

Booth will be eligible to receive a transition payment of $ 2.0 million to be made in equal installments not less frequently than twice per month over the 24 month period commencing as of January 2, 2025.

In addition, pursuant to a Consulting Agreement entered into between the Company and Mr.

Booth as of January 3, 2025, Mr.

Booth has agreed to perform such consulting and advisory services from January 3, 2025 through January 1, 2026 as the Company may require in connection with transitioning Mr.

Booth’s responsibilities.

We account for our stock-based awards in accordance with provisions of ASC 718, Compensation – Stock Compensation which includes guidance for accounting for a modification of existing stock-based compensation awards.

In connection with the transition discussed above and the modification of certain of Mr.

Booth’s equity awards, the Company will incur non-cash stock-based compensation expense of $ 6.6 million in the first quarter of 2025.

2025 New Investments

In January 2025, we funded a $ 15.4 million mortgage loan to one operator.

The loan bears interest at 11.0 % and matures in June 2030 .

In January 2025, we acquired two facilities in Texas for consideration of $ 10.6 million and leased them to one new operator.

The facilities have an initial annual cash yield of 9.9 % with annual escalators of 2.0 %.

Saber OpCo JV

On January 1, 2026, Omega acquired a 9.9 % equity interest in Saber, an operating company that Omega leased 53 operating facilities to as of December 31, 2025.

Under the agreement, Omega funded $ 92.6 million in cash consideration.

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

2026 Acquisitions

In January 2026, we acquired one facility in Alabama for a contractual purchase price of $ 10.3 million.

The Company will operate the facility, through a new third-party property manager, utilizing a RIDEA structure.

In February 2026, we acquired 13 facilities in Georgia for a contractual purchase price of $ 108.5 million and leased them to one existing operator.

OMEGA HEALTHCARE INVESTORS, INC.

55 unchanged sentences

33 years - 39 years

New Jersey (ALF)

New Jersey (ALF, CCRC)

New Mexico (SNF)

25 years - 33 years

New York (ALF)

9 unchanged sentences

Rhode Island (SNF)

South Carolina (SNF)

South Carolina (ALF, SNF)

20 years - 33 years

1 unchanged sentence

20 years - 31 years

Texas (ALF, ILF, MOB, SNF, SF)

Texas (ALF, ILF, SNF, SF)

20 years - 40 years

9 unchanged sentences

25 years - 39 years

Wisconsin (SNF)

Wisconsin (ALF, SNF)

25 years - 33 years

( 2,930,611 )

(1) The real estate included in this schedule is being used in either the operation of skilled nursing facilities (“SNF”), assisted living facilities (“ALF”), independent living facilities (“ILF”), specialty facilities (“SF”) (consisting of specialty hospitals, long-term acute care hospitals, independent rehabilitation facilities, behavioral health substance facilities, behavioral health psychology facilities and traumatic brain injury facilities) or medical office buildings (“MOB”), located in the states or country indicated.

(1) The real estate included in this schedule is being used in either the operation of skilled nursing facilities (“SNF”), assisted living facilities (“ALF”), including care homes in the U.K., independent living facilities (“ILF”), specialty facilities (“SF”) (consisting of specialty hospitals, long-term acute care hospitals, independent rehabilitation facilities, behavioral health substance facilities, behavioral health psychology facilities, traumatic brain injury facilities and other healthcare facilities) or continuing care retirement communities (“CCRCs”), located in the states or country indicated.

OMEGA HEALTHCARE INVESTORS, INC.

8 unchanged sentences

(a) Includes approximately $ 10.1 million and $ 344.0 million of non-cash consideration exchanged and/or valuation adjustments during the year ended December 31, 2025 and 2024, respectively.

Also includes certain land purchases and other acquisitions not reflected in Note 3 – Real Estate Asset Acquisitions and Development.

Year Ended December 31,

8 unchanged sentences

OMEGA HEALTHCARE INVESTORS, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

SCHEDULE IV – MORTGAGE LOANS ON REAL ESTATE

9 unchanged sentences

Interest payable monthly until maturity

Maryland (1 SNF)

Interest payable monthly until maturity

Ohio (2 SNFs)

6 unchanged sentences

Interest payable monthly until maturity

South Carolina (1 ILF)

Interest payable monthly until maturity

Florida (1 ALF)

5 unchanged sentences

Massachusetts (1 specialty facility)

Interest plus $ 250 of principal payable quarterly with $ 2,436 due at maturity

Tennessee (1 SNF)

Connecticut (1 SNF)

Interest payable monthly until maturity

Georgia (2 ALFs)

2 unchanged sentences

Interest payable monthly until maturity

United Kingdom (1 ALF )

Florida (1 ALF )

Interest payable monthly until maturity

10 unchanged sentences

Interest plus approximately $ 1.9 of principal payable monthly with $ 1,356 due at maturity

Interest plus approximately $ 6.1 of principal payable monthly with $ 43,864 due at maturity

Construction Mortgages

1 unchanged sentence

Interest payable monthly until maturity

United Kingdom (1 ALF)

Interest payable monthly until maturity

Allowance for credit loss on mortgage loans (7)

(1) Loans included in this schedule represent first mortgages, capital expenditure mortgages and construction mortgages on facilities used in the delivery of long-term healthcare of which such facilities are located in the states indicated.

Includes 3 facilities that are not currently operating.

(2) Interest on the loans escalates at a fixed rate.

10 unchanged sentences

Balance at close of period

(a) The 2024, 2023 and 2022 amounts include $ 1.5 million, $ 2.3 million and $ 1.2 million, respectively, of non-cash interest paid-in-kind.

The 2024 amount also includes $ 7.3 million of non-cash placement of mortgage capital.

(a) The 2024 and 2023 amounts include $ 1.5 million and $ 2.3 million, respectively, of non-cash PIK interest.

The 2024 amount includes $ 7.3 million of non-cash placement of mortgage capital.

(b) The 2025 and 2023 amounts include $ 0.9 million and $ 3.9 million, respectively, of interest payments that were directly applied against the principal balance outstanding using the cost recovery method.

The 2023 amounts also include $ 37.0 million of non-cash principal reductions.

The 2025 and 2023 amounts also include $ 28.5 million and $ 37.0 million, respectively, of non-cash principal reductions.

(5) Mortgage written down to the fair value of the underlying collateral.

(6) Mortgages included in the schedule which were extended during 2025 aggregated approximately $ 168.2 million.

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

(7) The allowance for credit loss on mortgage loans represents the allowance calculated utilizing a PD and LGD methodology.

2 unchanged sentences

EXHIBIT NUMBER

Articles of Amendment and Restatement of Omega Healthcare Investors, Inc., as amended.

(Incorporated by reference to Exhibit 4.1 to the Company’s Registration Statement on Form S-3ASR, filed September 3, 2015).

Articles Supplementary of Omega Healthcare Investors, Inc.

filed with the State Department of Assessments and Taxation of Maryland on November 5, 2019 (Incorporated by reference to Exhibit 3.1 to the Company’s Quarterly Report on Form 10-Q, filed November 8, 2019).

Amended and Restated Bylaws of Omega Healthcare Investors, Inc.

as of October 21, 2022 (Incorporated by reference to Exhibit 3.1 to the Company’s Current Report on Form 8-K, filed October 21, 2022).

Certificate of Limited Partnership of OHI Healthcare Properties Limited Partnership (Incorporated by reference to Exhibit 3.121 to the Company’s Form S-4, filed April 16, 2015).

Third Amended and Restated Agreement of Limited Partnership of OHI Healthcare Properties Limited Partnership as of February 11, 2025.*

Articles of Amendment and Restatement of the Company, as amended through June 6, 2025 (incorporated by reference to Exhibit 3.1 to the Company’s Form 8-K, filed June 6, 2025).

Amended and Restated Bylaws of the Company as of October 21, 2022 (Incorporated by reference to Exhibit 3.1 to the Company’s Current Report on Form 8-K, filed October 21, 2022).

See Exhibits 3.1 to 3.2.

Indenture, dated as of September 11, 2014, by and among the Company, the subsidiary guarantors named therein, and U.S.

Bank National Association (Incorporated by reference to Exhibit 4.1 to the Company’s Current Report on Form 8-K, filed September 11, 2014).

First Supplemental Indenture, dated as of November 25, 2014, among the Company, each of the subsidiary guarantors listed therein and U.S.

Bank National Association, and that certain Second Supplemental Indenture, dated as of January 23, 2015, among the Company, each of the subsidiary guarantors listed therein and U.S.

Bank National Association (Incorporated by reference to Exhibit 4.5A to the Company’s Annual Report on Form 10-K, filed February 27, 2015).

Third Supplemental Indenture, dated effective as of March 2, 2015, among the Company, each of the subsidiary guarantors listed therein and U.S.

Bank National Association (Incorporated by reference to Exhibit 4.2B to the Company’s Registration Statement on Form S-4, filed April 16, 2015).

Fourth Supplemental Indenture, dated as of April 1, 2015, among the Company, each of the subsidiary guarantors listed therein and U.S.

Bank National Association (Incorporated by reference to Exhibit 4.2B to the Company’s Registration Statement on Form S-4, filed April 16, 2015).

Fifth Supplemental Indenture, dated as of August 4, 2015, among the Company, each of the subsidiary guarantors listed therein and U.S.

Bank National Association (Incorporated by reference to Exhibit 4.4 to the Company’s Quarterly Report on Form 10-Q, filed November 6, 2015).

Sixth Supplemental Indenture, dated as of November 9, 2015, among the Company, each of the subsidiary guarantors listed therein and U.S.

Bank National Association (Incorporated by reference to Exhibit 4.3E to the Company’s Annual Report on Form 10-K, filed February 29, 2016).

Seventh Supplemental Indenture, dated as of March 29, 2016, among the Company, each of the subsidiary guarantors listed therein and U.S.

Bank National Association (Incorporated by reference to Exhibit 4.3 to the Company’s Quarterly Report on Form 10-Q, filed May 6, 2016).

Eighth Supplemental Indenture, dated as of May 13, 2016, among the Company, each of the subsidiary guarantors listed therein and U.S.

Bank National Association (Incorporated by reference to Exhibit 4.3 to the Company’s Quarterly Report on Form 10-Q, filed August 5, 2016).

Ninth Supplemental Indenture, dated as of August 9, 2016, among the Company, each of the subsidiary guarantors listed therein and U.S.

Bank National Association (Incorporated by reference to Exhibit 4.3 to the Company’s Quarterly Report on Form 10-Q, filed November 8, 2016).

Tenth Supplemental Indenture, dated as of November 10, 2016, among the Company, each of the subsidiary guarantors listed therein and U.S.

Bank National Association (Incorporated by reference to Exhibit 4.3I to the Company’s Annual Report on Form 10-K, filed February 24, 2017).

Eleventh Supplemental Indenture, dated as of March 17, 2017, among the Company, each of the subsidiary guarantors listed therein and U.S.

Bank National Association (Incorporated by reference to Exhibit 4.3 to the Company’s Quarterly Report on Form 10-Q, filed May 5, 2017).

Twelfth Supplemental Indenture, dated as of May 11, 2017, among the Company, each of the subsidiary guarantors listed therein and U.S.

Bank National Association (Incorporated by reference to Exhibit 4.2 to the Company’s Quarterly Report on Form 10-Q, filed August 9, 2017).

Thirteenth Supplemental Indenture, dated as of May 25, 2017, among the Company, each of the subsidiary guarantors listed therein and U.S.

Bank National Association (Incorporated by reference to Exhibit 4.2A to the Company’s Quarterly Report on Form 10-Q, filed August 9, 2017).

Indenture, dated as of March 18, 2015, by and among the Company, the subsidiary guarantors named therein and U.S.

Bank National Association (Incorporated by reference to Exhibit 4.1 to the Company’s Current Report on Form 8-K, filed March 24, 2015).

Bank National Association, governing the Company’s 4.500% Senior Notes due 2027 (Incorporated by reference to Exhibit 4.1 to the Company’s Current Report on Form 8-K, filed March 24, 2015).

First Supplemental Indenture, dated as of April 1, 2015, among the Company, each of the subsidiary guarantors listed therein and U.S.

18 unchanged sentences

Bank National Association (Incorporated by reference to Exhibit 4.3A to the Company’s Quarterly Report on Form 10-Q, filed August 9, 2017).

Indenture, dated as of September 23, 2015, by and among the Company, each of the subsidiary guarantors listed therein, and U.S.

Bank National Association (Incorporated by reference to Exhibit 4.1 to the Company’s Current Report on Form 8-K, filed September 29, 2015).

First Supplemental Indenture, dated as of November 9, 2015, among the Company, each of the subsidiary guarantors listed therein and U.S.

Bank National Association (Incorporated by reference to Exhibit 4.1A to the Company’s Registration Statement on Form S-4, filed November 12, 2015).

Second Supplemental Indenture, dated as of March 29, 2016, among the Company, each of the subsidiary guarantors listed therein and U.S.

Bank National Association (Incorporated by reference to Exhibit 4.5 to the Company’s Quarterly Report on Form 10-Q, filed May 6, 2016).

Third Supplemental Indenture, dated as of May 13, 2016, among the Company, each of the subsidiary guarantors listed therein and U.S.

Bank National Association (Incorporated by reference to Exhibit 4.5 to the Company’s Quarterly Report on Form 10-Q, filed August 5, 2016).

Fourth Supplemental Indenture, dated as of August 9, 2016, among the Company, each of the subsidiary guarantors listed therein and U.S.

Bank National Association (Incorporated by reference to Exhibit 4.5 to the Company’s Quarterly Report on Form 10-Q, filed November 8, 2016).

Fifth Supplemental Indenture, dated as of November 10, 2016, among the Company, each of the subsidiary guarantors listed therein and U.S.

Bank National Association (Incorporated by reference to Exhibit 4.5E to the Company’s Annual Report on Form 10-K, filed February 24, 2017).

Sixth Supplemental Indenture, dated as of March 17, 2017, among the Company, each of the subsidiary guarantors listed therein and U.S.

Bank National Association (Incorporated by reference to Exhibit 4.5 to the Company’s Quarterly Report on Form 10-Q, filed May 5, 2017).

Seventh Supplemental Indenture, dated as of May 11, 2017 among the Company, each of the subsidiary guarantors listed therein and U.S.

Bank National Association (Incorporated by reference to Exhibit 4.4 to the Company’s Quarterly Report on Form 10-Q, filed August 9, 2017).

Eighth Supplemental Indenture, dated as of May 25, 2017 among the Company, each of the subsidiary guarantors listed therein and U.S.

Bank National Association (Incorporated by reference to Exhibit 4.4A to the Company’s Quarterly Report on Form 10-Q, filed August 9, 2017).

Indenture, dated as of July 12, 2016, by and among the Company, each of the subsidiary guarantors listed therein, and U.S.

Bank National Association (Incorporated by reference to Exhibit 4.1 to the Company’s Current Report on Form 8-K, filed July 12, 2016).

First Supplemental Indenture, dated as of August 9, 2016, among the Company, each of the subsidiary guarantors listed therein and U.S.

Bank National Association (Incorporated by reference to Exhibit 4.6A to the Company’s Quarterly Report on Form 10-Q, filed November 8, 2016).

Second Supplemental Indenture, dated as of November 10, 2016, among the Company, each of the subsidiary guarantors listed therein and U.S.

Bank National Association (Incorporated by reference to Exhibit 4.6B to the Company’s Annual Report on Form 10-K, filed February 24, 2017).

Third Supplemental Indenture, dated as of March 17, 2017, among the Company, each of the subsidiary guarantors listed therein and U.S.

Bank National Association (Incorporated by reference to Exhibit 4.6 to the Company’s Quarterly Report on Form 10-Q, filed May 5, 2017).

Fourth Supplemental Indenture, dated as of May 11, 2017, among the Company, each of the subsidiary guarantors listed therein and U.S.

Bank National Association (Incorporated by reference to Exhibit 4.5 to the Company’s Quarterly Report on Form 10-Q, filed August 9, 2017).

Fifth Supplemental Indenture, dated as of May 25, 2017, among the Company, each of the subsidiary guarantors listed therein and U.S.

Bank National Association (Incorporated by reference to Exhibit 4.5A to the Company’s Quarterly Report on Form 10-Q, filed August 9, 2017).

Indenture, dated as of April 4, 2017, by and among the Company, each of the subsidiary guarantors listed therein and U.S.

Bank National Association (Incorporated by reference to Exhibit 4.1 to the Company’s Current Report on Form 8-K, filed April 4, 2017).

Bank National Association, governing the Company’s 4.750% Senior Notes due 2028 (Incorporated by reference to Exhibit 4.1 to the Company’s Current Report on Form 8-K, filed April 4, 2017).

First Supplemental Indenture, dated as of May 11, 2017, among the Company, each of the subsidiary guarantors listed therein and U.S.

3 unchanged sentences

Indenture, dated as of September 20, 2019, among the Company, OHI Healthcare Properties Limited Partnership and U.S.

Bank National Association (Incorporated by reference to Exhibit 4.1 to the Company’s Current Report on Form 8-K, filed September 20, 2019).

Bank National Association, governing the Company’s 3.625% Senior Notes due 2029 (Incorporated by reference to Exhibit 4.1 to the Company’s Current Report on Form 8-K, filed September 20, 2019).

Indenture, dated as of October 9, 2020, among the Company, OHI Healthcare Properties Limited Partnership and U.S.

Bank National Association (Incorporated by reference to Exhibit 4.1 to the Company’s Current Report on Form 8-K, filed October 9, 2020).

Bank National Association, governing the Company’s 3.375% Senior Notes due 2031 (Incorporated by reference to Exhibit 4.1 to the Company’s Current Report on Form 8-K, filed October 9, 2020).

First Supplemental Indenture, dated as of October 30, 2020, among the Company, OHI Healthcare Properties Limited Partnership and U.S.

1 unchanged sentence

Indenture, dated as of March 10, 2021, among the Company, OHI Healthcare Properties Limited Partnership and U.S.

Bank National Association (Incorporated by reference to Exhibit 4.1 to the Company’s Current Report on Form 8-K, filed March 10, 2021).

Description of Securities registered under Section 12 of the Securities Exchange Act of 1934 (Incorporated by reference to Exhibit 4.10 to the Company’s Annual Report on Form 10-K, filed February 14, 2023).

Bank National Association, governing the Company’s 3.250% Senior Notes due 2033 (Incorporated by reference to Exhibit 4.1 to the Company’s Current Report on Form 8-K, filed March 10, 2021).

Indenture dated as of June 20, 2025, among the Company and U.S.

Bank Trust Company, National Association (Incorporated by reference to Exhibit 4.1 to the Company’s Current Report on Form 8-K, filed June 20, 2025).

First Supplemental Indenture, dated as of June 20, 2025, among the Company, OHI Healthcare Properties Limited Partnership and U.S.

Bank Trust Company, National Association, governing the Company’s 5.200% Senior Notes due 2030 (Incorporated by reference to Exhibit 4.2 to the Company’s Form 8-K, filed June 20, 2025).

Description of Securities registered under Section 12 of the Securities Exchange Act of 1934.*

Form of Directors and Officers Indemnification Agreement (Incorporated by reference to Exhibit 10.1 to the Company’s Annual Report on Form 10-K, filed February 23, 2018).

Amended and Restated Deferred Stock Plan, dated October 16, 2012, and forms of related agreements (Incorporated by reference to Exhibit 10.1 to the Company’s Quarterly Report on Form 10-Q, filed November 7, 2012).

Credit Agreement, dated as of April 30, 2021, among the Company, certain subsidiaries of the Company identified therein as guarantors, the lenders named therein and Bank of America, N.A., as administrative agent for such lenders (Incorporated by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K, filed May 4, 2021).

Conforming Changes Amendment to Credit Agreement, dated as of June 7, 2023, between the Company and Bank of America, N.A., as administrative agent (Incorporated by reference to Exhibit 10.1 to the Company’s Quarterly Report on Form 10-Q, filed August 3, 2023).

Amended and Restated Credit Agreement, dated as of September 30, 2025, by and among the Company, as a borrower, OHI UK Healthcare Properties Ltd., as a U.K.

borrower, certain of Omega’s subsidiaries identified therein, as guarantors, a syndicate of financial institutions, as lenders, and Bank of America, N.A., as administrative agent (Incorporated by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K, filed October 1, 2025).

Credit Agreement, dated as of April 30, 2021, among OHI Healthcare Properties Limited Partnership, the lenders named therein and Bank of America, N.A., as administrative agent for such lenders (Incorporated by reference to Exhibit 10.2 to the Company’s Current Report on Form 8-K, filed May 4, 2021).

Conforming Changes Amendment to Credit Agreement, dated as of June 7, 2023, between OHI Healthcare Properties Limited Partnership and Bank of America, N.A., as administrative agent (Incorporated by reference to Exhibit 10.2 to the Company’s Quarterly Report on Form 10-Q, filed August 3, 2023).

At-the Market Equity Offering Sales Agreement, dated September 6, 2024, among the Company, the Sales Agents, the Forward Sellers and the Forward Purchasers (Incorporated by reference to Exhibit 1.1 to the Company’s Current Report on Form 8-K, filed September 6, 2024).

Conforming Changes Amendment to Credit Agreement, dated as of June 7, 2023, amending the Credit Agreement dated April 30, 2021, between OHI Healthcare Properties Limited Partnership and Bank of America, N.A., as administrative agent (Incorporated by reference to Exhibit 10.2 to the Company’s Quarterly Report on Form 10-Q, filed August 3, 2023).

Credit Agreement, dated as of August 8, 2023, among Omega Healthcare Investors, Inc., certain subsidiaries of Omega Healthcare Investors, Inc.

identified therein as guarantors, the lenders named therein and Bank of America, N.A., as administrative agent for such lenders (Incorporated by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K, filed August 11, 2023).

First Amendment to Credit Agreement dated September 30, 2025, amending the Credit Agreement dated August 8, 2023, by and among Omega, as borrower, certain of Omega’s subsidiaries identified from time to time therein, as guarantors, a syndicate of financial institutions, as lenders, and Bank of America, N.A., as administrative agent (Incorporated by reference to Exhibit 10.2 to the Company’s Current Report on Form 8-K, filed October 1, 2025).

At-the Market Equity Offering Sales Agreement, dated November 3, 2025, among the Company, the Sales Agents, the Forward Sellers and the Forward Purchasers (Incorporated by reference to Exhibit 1.1 to the Company’s Current Report on Form 8-K, filed November 3, 2025).

Omega Healthcare Investors, Inc.

7 unchanged sentences

Form of Time-Based Profits Interest Units Agreement pursuant to the Omega Healthcare Investors, Inc.

2018 Stock Incentive Plan (commencing 2025).

2018 Stock Incentive Plan (commencing 2025) (Incorporated by reference to Exhibit 10.6D to the Company’s Annual Report on Form 10-K, filed February 13, 2025).

Form of TSR-Based Performance Restricted Stock Units Agreement pursuant to the Omega Healthcare Investors, Inc.

1 unchanged sentence

Form of TSR-Based Performance Restricted Stock Units Agreement pursuant to the Omega Healthcare Investors, Inc.

2018 Stock Incentive Plan (commencing 2025).

2018 Stock Incentive Plan (commencing 2025) (Incorporated by reference to Exhibit 10.6F to the Company’s Annual Report on Form 10-K, filed February 13, 2025).

Form of TSR-Based Performance Profits Interest Units Agreement pursuant to the Omega Healthcare Investors, Inc.

1 unchanged sentence

Form of TSR-Based Performance Profits Interest Units Agreement pursuant to the Omega Healthcare Investors, Inc.

2018 Stock Incentive Plan (commencing 2025).

2018 Stock Incentive Plan (commencing 2025) (Incorporated by reference to Exhibit 10.6H to the Company’s Annual Report on Form 10-K, filed February 13, 2025).

Form of Relative TSR-Based Performance Restricted Stock Units Agreement pursuant to the Omega Healthcare Investors, Inc.

1 unchanged sentence

Form of Relative TSR-Based Performance Restricted Stock Units Agreement pursuant to the Omega Healthcare Investors, Inc.

2018 Stock Incentive Plan (commencing 2025).

2018 Stock Incentive Plan (commencing 2025) (Incorporated by reference to Exhibit 10.6J to the Company’s Annual Report on Form 10-K, filed February 13, 2025).

Form of Relative TSR-Based Performance Profits Interest Units Agreement pursuant to the Omega Healthcare Investors, Inc.

1 unchanged sentence

Form of Relative TSR-Based Performance Profits Interest Units Agreement pursuant to the Omega Healthcare Investors, Inc.

2018 Stock Incentive Plan (commencing 2025).+*

2018 Stock Incentive Plan (commencing 2025) (Incorporated by reference to Exhibit 10.6L to the Company’s Annual Report on Form 10-K, filed February 13, 2025).+

Form of Director Time-Based Profits Interest Units Agreement pursuant to the Omega Healthcare Investors, Inc.

2018 Stock Incentive Plan.

(Incorporated by reference to Exhibit 10.6M to the Company’s Annual Report on Form 10-K, filed February 13, 2025).

Form of Director Restricted Stock Award Agreement pursuant to the Omega Healthcare Investors, Inc.

2018 Stock Incentive Plan.

(Incorporated by reference to Exhibit 10.6N to the Company’s Annual Report on Form 10-K, filed February 13, 2025).

Form of Officer Deferred Performance Restricted Stock Unit Agreement (Incorporated by reference to Exhibit 10.2 of the Company’s Quarterly Report on Form 10-Q, filed August 5, 2013).

Form of Employment Agreement for Company’s executive officers.

(Incorporated by reference to Exhibit 10.8 to the Company’s Annual Report on Form 10-K, filed February 13, 2025).

Omega Healthcare Investors, Inc.

Deferred Cash Compensation Plan with form of Deferral Agreement pursuant to the Omega Healthcare Investors, Inc.

Deferred Cash Compensation Plan (June 30, 2018) (Incorporated by reference to Exhibit 10.2 to Omega Healthcare Investor Inc.’s Form 10-Q filed August 8, 2018).

Credit Agreement, dated as of August 8, 2023, among Omega Healthcare Investors, Inc., certain subsidiaries of Omega Healthcare Investors, Inc.

Transition Agreement and Release, dated as of January 1, 2025, between Omega Healthcare Investors, Inc., Omega Asset Management LLC and Daniel Booth (Incorporated by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K, filed January 6, 2025).

Consulting Agreement, dated as of January 3, 2025, between Omega Healthcare Investors, Inc., Omega Asset Management LLC and Daniel Booth (Incorporated by reference to Exhibit 10.2 to the Company’s Current Report on Form 8-K, filed January 6, 2025).

Deferred Cash Compensation Plan (June 30, 2018) (Incorporated by reference to Exhibit 10.2 to the Company’s Quarterly Report on Form 10-Q filed August 8, 2018).

Third Amended and Restated Agreement of Limited Partnership of OHI Healthcare Properties Limited Partnership as of February 11, 2025 (Incorporated by reference to Exhibit 3.5 to the Company’s Annual Report on Form 10-K, filed February 13, 2025).

Omega Healthcare Investors, Inc.

Insider Trading Policy.*

Insider Trading Policy (Incorporated by reference to Exhibit 19.1 to the Company’s Annual Report on Form 10-K, filed February 13, 2025).

Subsidiaries of the Registrant.*

48 unchanged sentences

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

What changed 10-K

Item 9A. Controls and Procedures