3 unchanged sentences
(in thousands, except per share amounts)
−Removed: September 30,
Real estate assets
7 unchanged sentences
Real estate assets – net
−Removed: Investments in direct financing leases – net
Real estate loans receivable – net
6 unchanged sentences
Restricted cash
−Removed: Contractual receivables – net
−Removed: Other receivables and lease inducements
+Added: Contractual and other receivables – net
LIABILITIES AND EQUITY
Revolving credit facility
−Removed: Secured borrowings
Senior notes and other unsecured borrowings – net
2 unchanged sentences
Preferred stock $ 1.00 par value authorized – 20,000 shares, issued and outstanding – none
−Removed: Common stock $ 0.10 par value authorized – 700,000 shares , issued and outstanding – 295,526 shares as of September 30, 2025 and 279,129 shares as of December 31, 2024
+Added: Common stock $ 0.10 par value authorized – 700,000 shares, issued and outstanding – 297,797 shares as of March 31, 2026 and 295,539 shares as of December 31, 2025
Additional paid-in capital
12 unchanged sentences
Three Months Ended
−Removed: Nine Months Ended
−Removed: September 30,
−Removed: September 30,
Rental income
Interest income
+Added: Resident fees and services
Miscellaneous income
1 unchanged sentence
Depreciation and amortization
+Added: Interest expense
+Added: Senior housing operating expenses
General and administrative
2 unchanged sentences
Impairment on real estate properties
−Removed: Recovery for credit losses
−Removed: Interest expense
+Added: (Recovery) provision for credit losses
Total expenses
−Removed: Other income (expense)
−Removed: Other income (expense) – net
−Removed: Loss on debt extinguishment
−Removed: Gain (loss) on assets sold – net
−Removed: Total other income (loss)
−Removed: Income before income tax expense and (loss) income from unconsolidated entities
+Added: Other income – net
+Added: Gain on assets sold – net
+Added: Total other income
+Added: Income before income tax expense and income from unconsolidated entities
Income tax expense
−Removed: (Loss) income from unconsolidated entities
+Added: Income from unconsolidated entities
Net income attributable to noncontrolling interest
8 unchanged sentences
Three Months Ended
−Removed: Nine Months Ended
−Removed: September 30,
−Removed: September 30,
Other comprehensive income (loss)
8 unchanged sentences
CONSOLIDATED STATEMENTS OF EQUITY
−Removed: Three Months Ended September 30, 2025 and 2024
+Added: Three Months Ended March 31, 2026 and 2025
(in thousands, except per share amounts)
3 unchanged sentences
Income (loss)
−Removed: Balance at June 30, 2025
−Removed: ( 7,900,668 )
−Removed: Stock related compensation
−Removed: Issuance of common stock
−Removed: Common dividends declared ($ 0.67 per share)
−Removed: Vesting/exercising of Omega OP Units
−Removed: Exchange and redemption of Omega OP Units
−Removed: Omega OP Units distributions
−Removed: Other comprehensive loss
−Removed: Balance at September 30, 2025
−Removed: ( 8,098,951 )
−Removed: Balance at June 30, 2024
−Removed: ( 7,161,897 )
−Removed: Stock related compensation
−Removed: Issuance of common stock
−Removed: Common dividends declared ($ 0.67 per share)
−Removed: Vesting/exercising of Omega OP Units
−Removed: Omega OP Units distributions
−Removed: Other comprehensive income
−Removed: Balance at September 30, 2024
−Removed: ( 7,335,238 )
−Removed: OMEGA HEALTHCARE INVESTORS, INC.
−Removed: CONSOLIDATED STATEMENTS OF EQUITY
−Removed: Nine Months Ended September 30, 2025 and 2024
−Removed: (in thousands, except per share amounts)
−Removed: Comprehensive
−Removed: Stockholders’
−Removed: Noncontrolling
Balance at December 31, 2025
3 unchanged sentences
Common dividends declared ($ 0.67 per share)
−Removed: Vesting/exercising of Omega OP Units
+Added: Issuance of OP Units
Exchange and redemption of Omega OP Units
Omega OP Units distributions
−Removed: Other comprehensive income
−Removed: Balance at September 30, 2025
+Added: Other comprehensive loss
+Added: Balance at March 31, 2026
( 8,495,911 )
4 unchanged sentences
Common dividends declared ($ 0.67 per share)
−Removed: Vesting/exercising of Omega OP Units
−Removed: Exchange and redemption of Omega OP Units
+Added: Issuance of OP Units
Omega OP Units distributions
−Removed: Net change in noncontrolling interest holder in consolidated JV
Other comprehensive income
−Removed: Balance at September 30, 2024
+Added: Balance at March 31, 2025
( 7,706,034 )
3 unchanged sentences
Unaudited (in thousands)
−Removed: Nine Months Ended September 30,
+Added: Three Months Ended March 31,
Cash flows from operating activities
3 unchanged sentences
Straight-line rent and other write-offs
−Removed: Recovery for credit losses
+Added: (Recovery) provision for credit losses
Amortization of deferred financing costs and loss on debt extinguishment
1 unchanged sentence
Gain on assets sold – net
−Removed: Straight-line rent and effective interest receivables
+Added: Straight-line receivables
Interest paid-in-kind
3 unchanged sentences
Contractual receivables
−Removed: Lease inducements
Other operating assets and liabilities
1 unchanged sentence
Cash flows from investing activities
+Added: Acquisition deposit
Acquisition of real estate
6 unchanged sentences
Capital improvements to real estate investments
−Removed: Proceeds from derivative instruments
+Added: Proceeds from foreign currency forward contracts
Receipts from insurance proceeds
−Removed: Net cash used in investing activities
+Added: Net cash (used in) provided by investing activities
Cash flows from financing activities
−Removed: Proceeds from long-term borrowings
−Removed: Payments of long-term borrowings
−Removed: ( 1,142,788 )
+Added: Proceeds from borrowings
+Added: Payments of borrowings
Payments of financing related costs
1 unchanged sentence
Dividends paid
−Removed: Net payments to noncontrolling members of consolidated joint venture
Redemption of Omega OP Units
2 unchanged sentences
Effect of foreign currency translation on cash, cash equivalents and restricted cash
−Removed: Increase (decrease) in cash, cash equivalents and restricted cash
+Added: Decrease in cash, cash equivalents and restricted cash
Cash, cash equivalents and restricted cash at beginning of period
3 unchanged sentences
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
−Removed: September 30, 2025
+Added: March 31, 2026
NOTE 1 – BASIS OF PRESENTATION AND SIGNIFICANT ACCOUNTING POLICIES
1 unchanged sentence
Omega Healthcare Investors, Inc.
−Removed: (“Parent”) is a Maryland corporation that, together with its consolidated subsidiaries (collectively, “Omega,” the “Company,” “we,” “our” or “us”) invests in healthcare-related real estate properties located in the United States (“U.S.”) and the United Kingdom (“U.K.”).
−Removed: Our core business is to provide financing and capital to the long-term healthcare industry with a particular focus on skilled nursing facilities (“SNFs”), assisted living facilities (“ALFs”), including care homes in the U.K., and to a lesser extent, independent living facilities (“ILFs”), rehabilitation and acute care facilities (“specialty facilities”) and medical office buildings.
−Removed: Our core portfolio consists of long-term “triple net” leases and real estate loans with healthcare operating companies and affiliates (collectively, our “operators”).
+Added: (“Parent”), is a Maryland corporation that, together with its consolidated subsidiaries (collectively, “Omega”, the “Company”, “we”, “our” or “us”) invests in healthcare-related real estate properties located in the United States (“U.S.”), the United Kingdom (“U.K.”) and Canada.
+Added: 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”).
+Added: Our core portfolio consists of our long-term “triple-net” leases and real estate loans with healthcare operating companies and affiliates (collectively, our “operators”).
+Added: 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.
−Removed: From time to time, we also acquire equity interests in joint ventures or entities that support the long-term healthcare industry and our operators.
−Removed: Omega has elected to be taxed as a real estate investment trust (“REIT”) for federal income tax purposes and is structured as an umbrella partnership REIT (“UPREIT”) under which all of Omega’s assets are owned directly or indirectly by, and all of Omega’s operations are conducted directly or indirectly through, its operating partnership subsidiary, OHI Healthcare Properties Limited Partnership (collectively with its subsidiaries, “Omega OP”).
+Added: From time to time, we also acquire equity interests in joint ventures (“JVs”) or entities that support the long-term healthcare industry and our operators, which may include ancillary service or technology companies, and in operating companies.
+Added: Omega has elected to be taxed as a real estate investment trust (“REIT”) for federal income tax purposes and is structured as an umbrella partnership REIT (“UPREIT”) under which all of Omega’s assets are owned directly or indirectly by, and all of Omega’s operations are conducted directly or indirectly through, its operating partnership subsidiary, OHI Healthcare Properties Limited Partnership (collectively with subsidiaries, “Omega OP”).
Omega has exclusive control over Omega OP’s day-to-day management pursuant to the partnership agreement governing Omega OP.
−Removed: As of September 30, 2025, Parent owned 97 % of the issued and outstanding units of partnership interest in Omega OP (“Omega OP Units”), and other investors owned 3 % of the outstanding Omega OP Units.
+Added: As of March 31, 2026, 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.
−Removed: As of September 30, 2025 and December 31, 2024, there were 8,798,212 and 7,898,425 Omega OP Units outstanding, respectively, that were held by other investors.
+Added: As of March 31, 2026 and December 31, 2025, there were 15,042,076 and 14,698,225 Omega OP Units outstanding, respectively, that were held by other investors.
Basis of Presentation and Principles of Consolidation
4 unchanged sentences
These unaudited consolidated financial statements should be read in conjunction with the financial statements and the footnotes thereto included in our Annual Report on Form 10-K for the year ended December 31, 2025.
−Removed: Omega’s consolidated financial statements include the accounts of Omega Healthcare Investors, Inc., its wholly owned subsidiaries and the joint ventures (“JVs”) and variable interest entities (“VIEs”) that it controls, through voting rights or other means.
+Added: The consolidated financial statements include the accounts of Omega Healthcare Investors, Inc., its wholly owned subsidiaries, the JVs and variable interest entities (“VIEs”) that it controls, through voting rights or other means.
All intercompany transactions and balances have been eliminated in consolidation.
Reclassifications
−Removed: Certain line items in our Consolidated Statements of Cash Flows have been combined to conform to the current period presentation.
+Added: Certain prior period amounts in our consolidated financial statements have been reclassified to conform to the current period presentation.
+Added: Such reclassifications had no impact on our net income, total assets, total liabilities, stockholders’ equity or cash position.
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.
−Removed: ASU – 2023-09, Income Taxes (Topic 740):
−Removed: Improvements to Income Tax Disclosures
−Removed: In December 2023, the FASB issued ASU 2023-09, which modifies the rules on income tax disclosures to require entities to disclose (i) specific categories in the rate reconciliation, (ii) the income or loss from continuing operations before income tax expense or benefit (separated between domestic and foreign) and (iii) income tax expense or benefit from continuing operations (separated by federal, state and foreign).
−Removed: The guidance also requires entities to disclose their income tax payments to international, federal, state and local jurisdictions.
−Removed: The guidance is effective for annual periods beginning after December 15, 2024.
−Removed: Early adoption is permitted.
−Removed: The guidance should be applied on a prospective basis, but retrospective application is permitted.
−Removed: We do not expect this guidance will have a material impact on our consolidated financial statements or disclosures.
−Removed: We plan to adopt the guidance in the fourth quarter of 2025.
NOTE 2 – REAL ESTATE ASSETS
−Removed: At September 30, 2025, our leased real estate properties included 569 SNFs, 343 ALFs, 20 ILFs, 18 specialty facilities and one medical office building.
+Added: As of March 31, 2026, our leased real estate properties included 553 SNFs, 340 ALFs, 19 ILFs, 16 specialty facilities and one CCRC.
The following table summarizes the Company’s rental income:
−Removed: Three Months Ended September 30,
−Removed: Nine Months Ended September 30,
−Removed: (in thousands)
+Added: Three Months Ended March 31,
(in thousands)
5 unchanged sentences
Asset Acquisitions
−Removed: The following table summarizes the asset acquisitions that occurred during the nine months ended September 30, 2025:
+Added: The following table summarizes the asset acquisitions that occurred during the three months ended March 31, 2026:
Total Real Estate
2 unchanged sentences
(in millions)
−Removed: Cash Yield (2)
(1) Represents the acquisition cost that was allocated to our real estate assets on a relative fair value basis.
1 unchanged sentence
From time to time, we may have acquisitions in which additional assets and liabilities are assumed.
−Removed: (2) Initial annual cash yield reflects the initial annual contractual cash rent divided by the purchase price.
−Removed: (3) In April 2025, the Company acquired 45 facilities in the U.K.
−Removed: and the Bailiwick of Jersey (“Jersey”) for $ 344.2 million and leased the facilities to four existing and two new operators with a weighted average initial annual cash yield of 10.0 % with annual escalators of 1.7 % that ultimately increase to 2.5 % after year 5.
−Removed: (4) Relates to a non-cash acquisition of one facility previously subject to a mortgage loan with Omega in which the principal amount under the loan agreement was settled in exchange for title to the facility (see Note 5 – Real Estate Loans Receivable) and $ 0.2 million of transaction costs incurred related to the non-cash acquisition.
+Added: (2) Relates to facilities that we own and operate utilizing a RIDEA structure.
+Added: (3) During the first quarter of 2026, we acquired 13 facilities using a reverse like-kind exchange structure pursuant to Section 1031 of the Code (a “reverse 1031 exchange”).
+Added: As of March 31, 2026, the acquired facilities remained in the possession of the Exchange Accommodation Titleholders (“EATs”).
+Added: The EATs are classified as VIEs as they do not have sufficient equity investment at risk to permit the entity to finance its activities.
+Added: The Company consolidated the EATs because it controls the activities that most significantly impact the economic performance of the EATs and is, therefore, the primary beneficiary of the EATs.
+Added: The properties held by the EATs are reflected as real estate with a carrying value of $ 108.6 million as of March 31, 2026.
Construction in Progress and Capital Expenditure Investments
−Removed: We invested $ 23.0 million and $ 85.7 million under our construction in progress and capital improvement programs during the three and nine months ended September 30, 2025, respectively.
−Removed: We invested $ 25.4 million and $ 81.6 million under our construction in progress and capital improvement programs during the three and nine months ended September 30, 2024, respectively.
−Removed: As of September 30, 2025, construction in progress included three projects consisting of the development of a SNF in Virginia, a SNF in Florida and a SNF in Maryland.
−Removed: In February 2025, we completed and placed into service the $ 201.8 million Inspir Embassy Row construction in progress project, an ALF in Washington D.C., and began recognizing rental income from the facility.
−Removed: The facility is subject to a 24-year single facility lease with an entity that is jointly owned by Maplewood Senior Living (along with affiliates, “Maplewood”) and a third-party investor.
−Removed: We recognized full contractual rental income of $ 3.3 million and $ 8.6 million related to the lease for the new facility for the three and nine months ended September 30, 2025, respectively.
−Removed: Direct Financing Lease
−Removed: As of December 31, 2024, we had one direct financing lease with a net investment of $ 9.5 million.
−Removed: During the first quarter of 2025, we terminated the direct financing lease, along with several operating leases with the same operator, and entered into a new consolidated operating lease for all facilities leased to the operator.
−Removed: In connection with the termination of the direct financing lease, we reclassified $ 9.4 million from investment in direct financing lease to real estate assets during the first quarter of 2025.
−Removed: 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.
−Removed: As this operator is on a cash basis of revenue recognition, the inducement was immediately expensed and was recorded as a reduction to the rental income recognized for the three months ended March 31, 2025.
+Added: We invested $ 12.8 million and $ 35.3 million under our construction in progress and capital improvement programs during the three months ended March 31, 2026 and 2025, respectively.
+Added: As of March 31, 2026, construction in progress included three projects consisting of the development of SNFs in Virginia, Florida and Kansas.
NOTE 3 – ASSETS HELD FOR SALE, DISPOSITIONS AND IMPAIRMENTS
1 unchanged sentence
The following is a summary of our assets held for sale:
−Removed: September 30,
Number of facilities held for sale
Amount of assets held for sale (in thousands)
−Removed: During the three and nine months ended September 30, 2025, we sold 11 facilities ( ten SNFs and one ALF) and 45 facilities ( 42 SNFs and three ALFs) for $ 81.1 million and $ 264.1 million in net cash proceeds, respectively.
−Removed: As a result of these sales, we recognized a net gain of $ 28.2 million and $ 61.2 million, respectively.
−Removed: The 11 facilities above include the recognition of the sale of one facility that did not meet the contract criteria to be recognized under ASC 610-20 at the legal sale date, as discussed below.
−Removed: During the three and nine months ended September 30, 2024, we sold six facilities ( four ALFs and two SNFs) and 15 facilities ( 11 SNFs and four ALFs) subject to operating leases for $ 23.9 million and $ 68.8 million in net cash proceeds, respectively.
−Removed: As a result of these sales, we recognized a net loss of $ 0.2 million and a net gain of $ 11.3 million, respectively.
−Removed: Sales Not Recognized
−Removed: As of September 30, 2025 and December 31, 2024, two and three facility sales had not been recognized due to not meeting the contract criteria under ASC 610-20 at the applicable legal sale date.
−Removed: As of September 30, 2025 and December 31, 2024, we had $ 12.0 million and $ 20.1 million, respectively, of real estate assets – net recorded on our Consolidated Balance Sheets related to these unrecognized sales.
−Removed: During the three and nine months ended September 30, 2025, we received interest of $ 1.6 million and $ 4.3 million, respectively, from seller financing related to unrecognized sales.
−Removed: During the three and nine months ended September 30, 2024, we received interest of $ 0.3 million and $ 0.9 million, respectively, from seller financing related to unrecognized sales.
−Removed: The interest received from these seller financings was deferred and recorded as a contract liability within accrued expenses and other liabilities on our Consolidated Balance Sheets.
−Removed: In the third quarter of 2024, we sold one facility for a sales price of $ 8.0 million, which was partially financed by Omega through a $ 6.4 million first lien mortgage on the facility.
−Removed: The facility sale and related seller financing did not meet the contract criteria to be recognized under ASC 610-20 at the legal sale date.
−Removed: During the third quarter of 2025, Omega received a $ 6.4 million principal repayment on the mortgage loan.
−Removed: As a result of the principal repayment, the Company determined the transaction met the contract criteria under ASC 610-20 and recognized the legal sale, resulting in $ 0.8 million gain during the three months ended September 30, 2025.
+Added: (1) Relates to a property adjacent to one of our existing facilities.
+Added: During the three months ended March 31, 2026, we reclassified 18 facilities in Maryland and West Virginia with a net book value of $ 225.1 million to assets held for sale.
+Added: These facilities were subject to a lease to CommuniCare Health Services, Inc.
+Added: (“CommuniCare”) and were identified for sale as part of our continuous evaluation of our owned facilities.
+Added: Contractual first quarter rent related to these 18 facilities was $ 9.2 million.
+Added: On April 1, 2026, the 12 CommuniCare facilities in Maryland that were included in held for sale with a net book value of $ 124.3 million were sold for a contractual purchase price of $ 326.3 million.
+Added: During the three months ended March 31, 2026, we sold four SNFs for $ 34.5 million in net cash proceeds.
+Added: As a result of these sales, we recognized a net gain of $ 3.0 million for the period.
+Added: During the three months ended March 31, 2025, we sold 27 facilities ( 26 SNFs and one ALF) for $ 120.9 million in net cash proceeds.
+Added: As a result of these sales, we recognized a net gain of $ 10.1 million for the period.
Real Estate Impairments
−Removed: During the three and nine months ended September 30, 2025, we recorded impairments on two and six facilities of $ 1.2 million and $ 16.6 million, respectively.
−Removed: Of the $ 16.6 million, $ 10.3 million related to four held for use facilities and $ 6.3 million related to two facilities that were classified as held for sale.
−Removed: During the three and nine months ended September 30, 2024, we recorded impairments on five and 12 facilities of $ 8.6 million and $ 22.1 million, respectively.
−Removed: Of the $ 22.1 million, $ 13.0 million related to eight held for use facilities and $ 9.1 million related to four facilities that were classified as held for sale.
+Added: During the three months ended March 31, 2026 and 2025, we recorded real estate impairments of $ 0.4 million and $ 1.2 million, respectively.
To estimate the fair value of the facilities for the impairments noted above, we utilized a market approach that considered binding sale agreements (a Level 1 input) or non-binding offers from unrelated third parties and/or broker quotes (a Level 3 input).
−Removed: NOTE 4 – CONTRACTUAL RECEIVABLES AND OTHER RECEIVABLES AND LEASE INDUCEMENTS
+Added: NOTE 4 – CONTRACTUAL AND OTHER RECEIVABLES
Contractual receivables relate to the amounts currently owed to us under the terms of our lease and loan agreements.
−Removed: Effective yield interest receivables relate to the difference between the interest income recognized on an effective yield basis over the term of the loan agreement and the interest currently due to us according to the contractual agreement.
−Removed: Straight-line rent receivables relate to the difference between the rental revenue recognized on a straight-line basis and the amounts currently due to us according to the contractual agreement.
−Removed: 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.
−Removed: A summary of our net receivables and lease inducements by type is as follows:
−Removed: September 30,
+Added: Straight-line receivables primarily relate to the difference between the rental revenue recognized on a straight-line basis and the amounts currently due to us according to the contractual agreement.
+Added: A summary of our net contractual and other receivables by type is as follows:
(in thousands)
Contractual receivables – net
−Removed: Effective yield interest receivables
−Removed: Straight-line rent receivables
−Removed: Lease inducements
−Removed: Other receivables and lease inducements
+Added: Straight-line receivables
+Added: Contractual and other receivables – net
Cash Basis Operators and Straight-Line Receivable Write-Offs
−Removed: We review our collectibility assumptions related to rental income from our operator leases on an ongoing basis.
−Removed: During the nine months ended September 30, 2025, we placed two new operators, which Omega did not previously have a relationship with prior to 2025, and one existing operator on a cash basis of revenue recognition, as collection of substantially all contractual lease payments due from them was not deemed probable .
−Removed: During the second quarter of 2025, there was a $ 15.5 million write-off of straight-line rent receivable associated with placing the existing operator on a cash basis of revenue recognition, as we received information regarding substantial doubt of its ability to continue as a going concern.
−Removed: The lease agreements with the two new operators were executed in 2025 as part of the transition of facilities from prior operators.
−Removed: As we had no previous relationship with these new operators and collection of substantially all contractual lease payments due from the new operator was not deemed probable, we placed the new operators on a cash basis of revenue recognition concurrent with the lease commencement dates, so there were no straight-line rent receivable write-offs associated with placing these operators on a cash basis.
−Removed: During the nine months ended September 30, 2025, we also wrote-off $ 2.1 million of straight-line rent receivable balances through rental income as a result of transitioning facilities between operators.
−Removed: During the nine months ended September 30, 2024, we placed one new operator on a cash basis of revenue recognition.
−Removed: In the first quarter of 2024, we entered into a lease with the new operator as part of the transition of facilities from another operator.
−Removed: As we had no previous relationship with this new operator and collection of substantially all contractual lease payments due from the new operator was not deemed probable, we placed the new operator on a cash basis of revenue recognition.
−Removed: We did no t have any straight-line receivable write-offs through rental income as a result of placing operators on a cash basis of revenue recognition during the three and nine months ended September 30, 2024, respectively.
−Removed: As of September 30, 2025, we had 20 operators on a cash basis for rental revenue recognition, which represent 18.5 % and 19.3 % of our total revenues for the nine months ended September 30, 2025 and 2024, respectively.
−Removed: Rent Deferrals and Application of Collateral
−Removed: During each of the nine months ended September 30, 2025 and 2024, we allowed two and four operators to defer $ 4.4 million and $ 3.0 million, respectively, of contractual rent and interest.
−Removed: The deferrals during the nine months ended September 30, 2025 and 2024 primarily related to Maplewood ($ 3.9 million and $ 2.5 million, respectively).
−Removed: During each of the nine months ended September 30, 2025 and 2024, we received repayments of deferred rent of $ 6.0 million and $ 1.2 million, respectively.
−Removed: Additionally, we allowed one and five operators to apply collateral, such as security deposits or letters of credit, to contractual rent and interest during the nine months ended September 30, 2025 and 2024, respectively.
−Removed: The total collateral applied to contractual rent and interest was $ 4.3 million and $ 1.7 million for the nine months ended September 30, 2025 and 2024, respectively.
+Added: We review our collectibility assumptions related to our operator leases on an ongoing basis.
+Added: If we determine that it is no longer probable that substantially all rental payments over the life of a lease are collectible, rental revenue related to the operator lease will be recognized only to the extent of cash payments received (“cash basis of revenue recognition”), and all related receivables associated with the lease will be written off.
+Added: Write-offs of contractual and straight-line receivables are recorded as adjustments to rental revenue.
+Added: We had straight-line receivable write-offs of $ 2.4 million and zero d uring the three months ended March 31, 2026 and 2025, respectively, as a result of placing operator leases on a cash basis of revenue recognition.
+Added: We placed one and zero operators on a cash basis of revenue recognition during the three months ended March 31, 2026 and 2025, respectively.
+Added: As of March 31, 2026, we had 20 operators on a cash basis for rental revenue recognition, which represent 21.8 % and 18.6 % of our total revenues for the three months ended March 31, 2026 and 2025, respectively.
+Added: During the three months ended March 31, 2026 and 2025, we did no t have any straight-line rent receivable write-offs through rental income as a result of transitioning facilities between operators.
Operator Collectibility Updates
−Removed: For the three and nine months ended September 30, 2025, Maplewood paid $ 15.3 million and $ 43.3 million of contractual rent, respectively, falling short of the $ 17.3 million and $ 51.9 million of contractual rent due under its lease agreement for those periods, respectively.
−Removed: These amounts exclude contractual rent and payments related to Inspir Embassy Row in Washington D.C.
−Removed: of $ 3.3 million and $ 8.6 million for the three and nine months ended September 30, 2025, respectively, which were paid in full and are separately discussed in Note 2 – Real Estate Assets.
−Removed: Maplewood also did not pay any of the $ 3.2 million and $ 8.6 million of contractual interest due under the secured revolving credit facility for the three and nine months ended September 30, 2025, respectively.
−Removed: Maplewood initially short-paid the contractual rent amount due under its lease agreement during the second quarter of 2023 and has not made full contractual rent and interest payments since that time.
−Removed: Maplewood is on a cash basis of revenue recognition for lease purposes, so rental income is only recorded for contractual rent payments that were received from Maplewood for the respective periods.
−Removed: Excluding revenue related to Inspir Embassy Row in Washington D.C., we recorded rental income of $ 15.3 million and $ 12.1 million for the three months ended September 30, 2025 and 2024, respectively, and $ 43.3 million and $ 35.2 million for the nine months ended September 30, 2025 and 2024, respectively .
−Removed: As discussed further in Note 5 – Real Estate Loans Receivable, no interest income was recorded on the Maplewood secured revolving credit facility during the three and nine months ended September 30, 2025 and 2024 as the loan is on non-accrual status for interest recognition.
−Removed: In October 2025, Maplewood short-paid the contractual rent and interest amounts due under its lease and loan agreements by $ 1.7 million.
−Removed: As previously disclosed, we entered into a settlement agreement with the estate of Greg Smith, principal and chief executive officer of Maplewood (the “Estate”), in the third quarter of 2024 that, among other things, granted Omega the right to direct the assignment of Mr.
−Removed: Smith’s equity to the key members of the existing Maplewood management team or their designee(s) or another designee of Omega’s choosing, with the Estate remaining liable under Mr.
−Removed: Smith’s guaranty until August 2025, and requires Omega to refrain from exercising contractual rights or remedies in connection with the defaults.
−Removed: The transition terms are in the process of being finalized, and while preliminary regulatory approvals related to the operating assets’ transfer of licensure have been received, the transition is subject to completion of the final agreements and receipt of final regulatory approvals of such licensure transfer.
−Removed: LaVie Care Centers, LLC (“LaVie”) commenced voluntary cases under Chapter 11 of the U.S.
−Removed: Bankruptcy Code in the U.S.
−Removed: Bankruptcy Court for the Northern District of Georgia, Atlanta Division in June 2024.
−Removed: On December 5, 2024, a plan of reorganization was confirmed by the Bankruptcy Court, pursuant to which the LaVie master lease agreement was to be assumed and assigned by certain of the debtor(s) to operators designated by the Plan Sponsor upon the effective date of the plan.
−Removed: 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.
−Removed: 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.
−Removed: 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.
−Removed: As LaVie was on a cash basis of revenue recognition for lease purposes, rental income recorded was equal to cash received $ 9.2 million during the three months ended September 30, 2024, and $ 15.5 million and $ 19.5 million during the nine months ended September 30, 2025 and 2024, respectively .
−Removed: We did no t recognize any interest income related to LaVie during the three and nine months ended September 30, 2025 and 2024, as the three loans that were outstanding during the periods have interest paid-in-kind (“PIK”) and are on non-accrual status.
−Removed: Following the June 1, 2025 effective date of the plan of reorganization, Avardis paid full contractual rent of $ 9.4 million and $ 12.5 million during the three and nine months ended September 30, 2025, respectively.
−Removed: Avardis is on a straight-line basis for rental income recognition, and we recognized $ 11.0 million and $ 14.6 million of rental income related to Avardis during the three and nine months ended September 30, 2025, respectively.
+Added: We lease 17 facilities to Maplewood Senior Living (along with its affiliates, “Maplewood”) under a master lease agreement (the “Maplewood Master Lease”) that was amended and restated in December 2025.
+Added: In addition, we lease one assisted living facility, Inspir Embassy Row in Washington, D.C., under a separate single-facility lease (the “Embassy Row Lease”) to an entity that is jointly owned by Maplewood and a third-party investor.
+Added: We also have a revolving credit facility with Maplewood (the “Maplewood Revolver”) that matures in June 2037 and bears interest at 7 % per annum.
+Added: Maplewood is on a cash basis of revenue recognition for lease purposes and non-accrual status for loan purposes as a result of liquidity issues beginning in 2023, so rental revenue and interest income are only recorded for contractual rent and interest payments that we received from Maplewood for the respective periods.
+Added: We recognized rental income of $ 15.7 million and $ 13.6 million related to the Maplewood Master Lease during the three months ended March 31, 2026 and 2025, respectively.
+Added: The amount of unpaid contractual rent that was deferred, as allowable under the terms of the Maplewood Master Lease, was $ 3.6 million and $ 4.9 million, for the three months ended March 31, 2026 and 2025, respectively.
+Added: Deferred rent bears interest at 5 % per annum if outstanding longer than 18 months, which is reflected in rental income once received.
+Added: We recognized full contractual rental income of $ 3.7 million and $ 2.1 million related to the Embassy Row Lease during the three months ended March 31, 2026 and 2025, respectively.
+Added: As discussed further in Note 5 – Real Estate Loans Receivable, no interest income was recorded on the Maplewood Revolver during the three months ended March 31, 2026 and 2025.
+Added: In April 2026, Maplewood paid $ 6.5 million under its lease agreements, $ 1.3 million of which relates to the Embassy Row Lease.
In March 2025, Genesis Healthcare, Inc.
−Removed: (“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.
+Added: (“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 loan agreements.
In July 2025, Genesis commenced voluntary cases under Chapter 11 of the U.S.
2 unchanged sentences
Genesis will continue to operate the 31 facilities subject to a master lease agreement with Omega as a debtor-in-possession (“DIP”), unless and until Genesis’ leasehold interest under the master lease agreement is rejected or assumed and assigned.
−Removed: We provided $ 8.0 million of a $ 30.0 million junior secured DIP financing to Genesis , along with other lenders, as further discussed in Note 6 – Non-Real Estate Loans Receivable.
−Removed: As a condition of the DIP financing, Genesis is required to pay Omega full contractual rent and interest under its lease agreement.
−Removed: Since commencing the bankruptcy process in July 2025, Genesis made all required contractual rent and interest payments in August and September 2025.
−Removed: We recognized rental income related to Genesis of $ 12.9 million and $ 38.2 million (which includes $ 34.0 million for contractual rent payments received and $ 4.2 million from the application of proceeds from the letter of credit in March 2025 that was held as collateral from Genesis) during the three and nine months ended September 30, 2025, respectively.
−Removed: During the three and nine months ended September 30, 2024, we recognized rental income of $ 12.1 million and $ 35.9 million, respectively, for contractual rent payments received from Genesis.
−Removed: In addition, we recognized $ 4.3 million and $ 12.6 million of interest income (which includes $ 0.1 million from the application of proceeds from the letter of credit) related to loans with Genesis during the three and nine months ended September 30, 2025, respectively.
−Removed: We recognized $ 3.7 million and $ 10.9 million of interest income related to loans with Genesis during the three and nine months ended September 30, 2024, respectively.
−Removed: As of September 30, 2025, there was $ 3.5 million remaining under the letter of credit that we hold as collateral from Genesis.
−Removed: In October 2025, Genesis paid full contractual rent and interest due of $ 4.4 million.
+Added: We provided DIP financings to Genesis, along with other lenders, as further discussed in Note 6 – Non-Real Estate Loans Receivable.
+Added: As a condition of the DIP financings, Genesis is required to pay Omega full contractual rent under its lease agreement.
+Added: Since commencing the bankruptcy process in July 2025, Genesis made all required contractual rent and interest payments through the end of March 2026.
+Added: 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.
+Added: On April 23, 2026, Genesis filed a notice in the Bankruptcy Court that WSSH had timely delivered the required qualifying commitment letter.
+Added: To the extent that the transaction is consummated, closing is not expected before June 30, 2026.
+Added: WSSH has until just before closing to elect to take an assignment of the Omega lease.
+Added: As discussed in Note 18 – 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 6 – 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.
+Added: We recognized rental income related to Genesis of $ 13.3 million and $ 12.5 million (which includes $ 8.3 million of contractual rent payments received and $ 4.2 million from the application of proceeds from the letter of credit in March 2025 that we hold as collateral from Genesis) during the three months ended March 31, 2026 and 2025, respectively.
+Added: In addition, we recognized $ 7.0 million and $ 4.2 million of interest income (which includes $ 0.1 million from the application of proceeds from the letter of credit) related to loans with Genesis during the three months ended March 31, 2026 and 2025, respectively.
+Added: As of March 31, 2026, there was $ 3.5 million remaining under the letter of credit that we hold as collateral from Genesis, as well as the collateral we hold under our loan agreements discussed in Note 6 – Non-Real Estate Loans Receivable.
+Added: In April 2026, Genesis paid full contractual rent and interest due of $ 4.7 million.
NOTE 5 – REAL ESTATE LOANS RECEIVABLE
Real estate loans consist of mortgage notes and other real estate loans which are primarily collateralized by a first, second or third mortgage lien or a leasehold mortgage on, or an assignment of the partnership interest in the related properties.
−Removed: As of September 30, 2025, our real estate loans receivable consists of 22 fixed rate mortgage notes on 96 long-term care facilities and 21 other real estate loans.
−Removed: The facilities subject to the mortgage notes are operated by 17 independent healthcare operating companies and are located in 12 U.S.
+Added: As of March 31, 2026, our real estate loans receivable consists of 19 fixed rate mortgage notes on 91 operating long-term care facilities and 22 other real estate loans.
+Added: The fixed rate mortgages are collateralized by 46 SNFs, 43 ALFs and two ILFs.
+Added: The facilities subject to the mortgage notes are operated by 15 independent healthcare operating companies and are located in nine U.S.
states and within the U.K.
1 unchanged sentence
A summary of our real estate loans receivable by loan type is as follows:
−Removed: As of September 30, 2025
+Added: As of March 31, 2026
Average Years
−Removed: September 30,
Interest Rate
8 unchanged sentences
(1) Consists of mortgage notes with maturity dates ranging from 2026 through 2037 (with $ 143.6 million maturing in 2026).
−Removed: One mortgage note is past due that has a principal balance of $ 6.4 million and has been written down, through our allowance for credit losses, to the estimated fair value of the underlying collateral of $ 1.5 million.
(2) Consists of other real estate loans with maturity dates ranging from 2026 through 2037 (with $ 15.6 million maturing in 2026).
−Removed: None of the loans are past due.
Interest income on real estate loans is included within interest income on the Consolidated Statements of Operations and is summarized as follows:
−Removed: Three Months Ended September 30,
−Removed: Nine Months Ended September 30,
−Removed: (in thousands)
+Added: Three Months Ended March 31,
(in thousands)
3 unchanged sentences
The following is a summary of advances and principal repayments under our real estate loans:
−Removed: Three Months Ended
−Removed: Nine Months Ended
−Removed: September 30,
−Removed: September 30,
−Removed: (in thousands)
+Added: Three Months Ended March 31,
(in thousands)
3 unchanged sentences
Net cash advances (repayments) on real estate loans receivable
−Removed: (1) For the three and nine months ended September 30, 2025, consists of advances under three and 17 new real estate loans, respectively, that originated during 2025 with weighted average interest rates of 10.0 % and 10.3 % , respectively.
−Removed: For the three and nine months ended September 30, 2024, consists of advances under 10 and 19 new real estate loans, respectively, that originated during 2024 with weighted average interest rates of 10.2 % .
−Removed: (2) The nine months ended September 30, 2025 includes $ 40.6 million of early repayments on mortgage notes with a weighted average interest rate of 11.6 % , as of the repayment date, subject to the master mortgage agreement with Ciena Healthcare Management, Inc (“Ciena”).
+Added: (1) For the three months ended March 31, 2026 and 2025, consists of advances under one and two new real estate loans, respectively, that originated during 2026 and 2025, respectively, with weighted average interest rates of 13.0 % and 10.8 % , 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.
−Removed: Also excludes $ 10.1 million related to a non-cash acquisition of one facility previously subject to a mortgage loan with Omega in which the principal amount under the loan agreement was settled in exchange for title to the facility (see Note 2 – Real Estate Assets).
−Removed: Included below is additional discussion on any significant new loans issued and significant updates to any existing loans.
+Added: Below is additional discussion on any significant new loans issued and significant updates to any existing loans.
Maplewood Revolving Credit Facility
−Removed: We have a $ 320 million revolving credit facility with Maplewood (the “Maplewood Revolver”) that bears interest at 7 % per annum (consisting of 4 % per annum of cash interest and 3 % per annum PIK for 2025) and matures in June 2035 .
−Removed: The amortized cost basis of the Maplewood Revolver was $ 263.6 million as of September 30, 2025 and December 31, 2024.
−Removed: Due to liquidity issues of the borrower, the Maplewood Revolver is on non-accrual status.
−Removed: Maplewood failed to make aggregate cash interest payments that were required under the loan agreement of $ 3.2 million and $ 8.6 million during the three and nine months ended September 30, 2025, respectively, and of $ 0.8 million and $ 2.0 million during the three and nine months ended September 30, 2024, respectively.
−Removed: As such, we did no t record any interest income for the Maplewood Revolver during the three and nine months ended September 30, 2025 and 2024.
−Removed: As of September 30, 2025, the internal risk rating on the loan is a 5, which we believe appropriately reflects the risks associated with the loan as of September 30, 2025.
−Removed: See the allowance for credit losses attributable to real estate loans with a 5 internal risk rating within Note 7 – Allowance for Credit Losses.
−Removed: As discussed within Note 4 – Contractual Receivables and Other Receivables and Lease Inducements, Omega entered into a settlement agreement with the Estate during the third quarter of 2024 that, among other things, grants Omega the right to direct the assignment of Mr.
−Removed: Smith’s equity to the key members of the existing Maplewood management team or their designee(s), with the Estate remaining liable under Mr.
−Removed: Smith’s guaranty until August 2025, and requires Omega to refrain from exercising contractual rights or remedies in connection with the defaults.
−Removed: The transition terms are in the process of being finalized, and while preliminary regulatory approvals related to the operating assets’ transfer of licensure have been received, the transition is subject to completion of the final agreements and receipt of final regulatory approvals of such licensure transfer.
−Removed: If the equity assignments are not completed, we may incur a substantial loss on the Maplewood Revolver up to the amortized cost basis of the loan.
+Added: No interest income was recorded on the Maplewood Revolver during the three months ended March 31, 2026 and 2025, as the loan is on non-accrual status, and no cash payments were received in either period.
+Added: After the Maplewood Revolver agreement was amended in December 2025, monthly interest can be paid-in-kind at Maplewood’s election.
+Added: This change was applied retroactively, starting from January 1, 2023.
+Added: As of March 31, 2026 and December 31, 2025, the amortized cost basis of the Maplewood Revolver was $ 263.6 million, which represents 18.1 % of the total amortized cost basis of all real estate loan receivables.
+Added: As of March 31, 2026 and December 31, 2025, the outstanding principal due on the Maplewood Revolver was $ 329.5 million and $ 323.8 million, respectively.
+Added: Canadian Development Loan
+Added: 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.
+Added: The maximum commitment under the loan agreement is $ 87.6 million Canadian dollars ($ 62.8 million USD), which will be funded in several advances as needed by the borrower.
+Added: As of March 31, 2026, the outstanding principal due on the loan is $ 3.0 million Canadian dollars ($ 2.1 million USD).
+Added: The loan bears interest at 10.0 % per annum and has a maturity date of December 12, 2035 .
+Added: At Omega’s option, the loan is convertible into a 34.9 % equity ownership interest in the borrower.
NOTE 6 – NON-REAL ESTATE LOANS RECEIVABLE
1 unchanged sentence
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.
−Removed: As of September 30, 2025, we had 44 loans with 30 different borrowers.
+Added: As of March 31, 2026, we had 44 loans with 27 different borrowers.
A summary of our non-real estate loans by loan type is as follows:
−Removed: As of September 30, 2025
+Added: As of March 31, 2026
Average Years
−Removed: September 30,
Interest Rate
8 unchanged sentences
One of the other notes outstanding with a principal balance of $ 6.4 million is past due and has been reserved down to the estimated fair value of the underlying collateral of zero through our allowance for credit losses.
−Removed: For the three and nine months ended September 30, 2025, non-real estate loans generated interest income of $ 10.4 million and $ 30.4 million, respectively.
−Removed: For the three and nine months ended September 30, 2024, non-real estate loans generated interest income of $ 6.3 million and $ 20.5 million, respectively.
+Added: For the three months ended March 31, 2026 and 2025, non-real estate loans generated interest income of $ 12.6 million and $ 10.0 million, respectively.
Interest income on non-real estate loans is included within interest income on the Consolidated Statements of Operations.
1 unchanged sentence
Three Months Ended
−Removed: Nine Months Ended
−Removed: September 30,
−Removed: September 30,
(in thousands)
−Removed: (in thousands)
Advances on new non-real estate loans receivable (1)
2 unchanged sentences
Net cash advances (repayments) on non-real estate loans receivable
−Removed: (1) For the three and nine months ended September 30, 2025, consists of advances under three and seven new non-real estate loans, respectively, that originated during 2025 with weighted average interest rates of 12.8 % and 12.1 % , respectively.
−Removed: For the three and nine months ended September 30, 2024, consists of advances under four and seven new non-real estate loans, respectively, that originated during 2024 with a weighted average interest rate of 9.9 % .
+Added: (1) For the three months ended March 31, 2026 and 2025, consists of advances under six and one new non-real estate loans, respectively, that originated during 2026 and 2025, respectively, with weighted average interest rates of 10.8 % and 10.0 % , 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.
−Removed: Included below is additional discussion on any significant new loans issued and/or significant updates to any existing loans.
+Added: Below is additional discussion on any significant new loans issued and/or significant updates to any existing loans.
Genesis Non-Real Estate Loans
−Removed: As discussed in Note 4 – Contractual Receivables and Other Receivables and Lease Inducements, in July 2025, Genesis commenced voluntary cases under Chapter 11 of the U.S.
+Added: As discussed in Note 4 – Contractual and Other Receivables, 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.
−Removed: As described in Genesis’ filings with the Bankruptcy Court, in July 2025 we agreed to provide, along with other lenders, up to $ 8.0 million of a $ 30.0 million DIP financing to Genesis to support sufficient liquidity to, among other things, operate its facilities during bankruptcy.
−Removed: The interim DIP order stated that the loan would bear PIK interest at 15.0 % per annum, payable monthly in arrears.
−Removed: However, the final DIP order approved in August 2025 retroactively reduced the PIK interest rate on the entire DIP financing to 14.0 % per annum, payable monthly in arrears.
+Added: Concurrently with the Genesis bankruptcy filing, 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.
+Added: The initial DIP financing loan bore PIK interest at 14.0 % per annum ( 16 % in the event of a default), payable monthly in arrears.
+Added: In March 2026, we agreed to provide $ 26.7 million of an $ 80.0 million super-priority secured DIP loan (the “Super-Priority DIP Loan”) to Genesis, which can increase to up to $ 105.0 million if a pending transaction does not close.
+Added: The funds of the Super-Priority DIP Loan were used to fully repay the outstanding principal, interest and fees due under the original $ 30.0 million DIP loan, pay legal and professional fees related to the bankruptcy and support corporate costs.
+Added: The Super-Priority DIP Loan bears interest at 12.0 % per annum, payable in cash monthly in arrears.
The principal is due upon maturity.
−Removed: Currently, the DIP loan matures on the earlier of (i) February 4, 2026 , (ii) the effective date of a plan of reorganization or liquidation in the Chapter 11 cases or (iii) upon an event of default as defined in the DIP loan agreement.
−Removed: 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.
−Removed: Bankruptcy Code and (ii) any causes of action that are not accounts receivable or accounts ((i) and (ii), collectively, “Excluded Claims”).
−Removed: 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.
−Removed: As of September 30, 2025, in addition to its DIP financing, Omega has two secured term loans with Genesis totaling $ 124.7 million in outstanding principal, both maturing on June 30, 2026 .
−Removed: Prior to Genesis filing for bankruptcy in July 2025, the two term loans bore interest at a weighted average fixed interest rate of 13.2 % per annum, of which 8.2 % per annum was PIK interest and 5.0 % per annum was cash interest.
−Removed: The interim DIP order approved, as part of the bankruptcy process, the DIP budget which allows interest payments due under the Omega’s existing term loans to be satisfied in kind during the bankruptcy, except for budgeted adequate protection payments that will be applied as interest on one of Omega’s existing term loans.
−Removed: During the third quarter of 2025, we received $ 0.1 million of adequate protection payments.
−Removed: The two term loans are primarily collateralized by a first priority lien on the equity of several ancillary businesses of Genesis.
−Removed: As part of our ongoing credit loss procedures, we evaluated the fair value of the collateral available to us under the two term loan agreements and the DIP financings based on current appraisals and market conditions and determined there is sufficient collateral to support the outstanding principal on the loans.
+Added: The Super-Priority DIP loan matures on the earlier of (i) September 30, 2026 , (ii) the effective date of a Chapter 11 plan, (iii) the consummation of the sale or other disposition of substantially all of Genesis’ assets, (iv) the date of acceleration of the Super-Priority DIP Loan, (v) dismissal of any Chapter 11 case or (vi) 45 days after the filing of the DIP motion.
+Added: The Super-Priority DIP Loan lenders hold a super-priority lien on all of Genesis’ assets, which includes a second priority lien on accounts receivable and a first priority lien on all other assets.
+Added: As of March 31, 2026, $ 25.0 million is outstanding under the Super-Priority DIP Loan.
+Added: As of March 31, 2026, in addition to the Super-Priority DIP Loan, Omega has two secured term loans with Genesis totaling $ 134.5 million in outstanding principal, both maturing on June 30, 2026 .
+Added: Prior to Genesis filing for bankruptcy in July 2025, these two secured term loans bore interest at a weighted average fixed interest rate of 13.2 % per annum, of which 8.2 % per annum was PIK interest and 5.0 % per annum was cash interest.
+Added: The interim DIP order approved, as part of the bankruptcy process, a DIP budget, which allows interest payments due under Omega’s existing term loans to be satisfied in kind during the bankruptcy, except for budgeted adequate protection payments that will be applied as interest on one of Omega’s existing term loans.
+Added: Following the payoff of the original DIP loan and the origination of the Super-Priority DIP Loan, all interest on Omega’s two term loans will be PIK interest at a weighted average default rate of 15.3% per annum.
+Added: During the first quarter of 2026, we received $ 0.2 million of adequate protection payments.
+Added: The two term loans are currently primarily collateralized by a second priority lien on the equity of several of Genesis’ ancillary businesses.
+Added: As part of our ongoing credit loss procedures, we evaluated the fair value of the collateral available to us under the two Genesis term loan agreements and the Super-Priority DIP Loan based on current appraisals and market conditions and determined there is sufficient collateral to support the outstanding principal on all three loans.
Based on our determination regarding the sufficiency of the collateral, the loans remain on an accrual basis.
−Removed: As of September 30, 2025, the internal risk rating on the two term loans and the DIP financing is a 4, which we believe appropriately reflects the risks associated with the loans as of September 30, 2025.
+Added: During the first quarter of 2026, we adjusted the internal risk rating on the term loans from a 4 to 5 to reflect the increased risk of the term loans as a result of the adjustment of the term loans’ collateral from a first priority lien to second priority lien on the equity of several of Genesis’ ancillary businesses following the origination, and due to the collateral position of, the Super-Priority DIP Loan.
+Added: As of March 31, 2026, the internal risk rating on each of the term loans is a 5 and the Super-Priority DIP Loan is a 3, which we believe appropriately reflects the risks associated with these loans.
NOTE 7 – ALLOWANCE FOR CREDIT LOSSES
−Removed: A rollforward of our allowance for credit losses for the nine months ended September 30, 2025 is as follows:
+Added: A rollforward of our allowance for credit losses for the three months ended March 31, 2026 is as follows:
Financial Statement Line Item
Allowance for Credit Loss as of December 31, 2025
−Removed: Provision (Recovery) for Credit Loss for the nine months ended September 30, 2025 (1)
−Removed: Write-offs charged against allowance for the nine months ended September 30, 2025
−Removed: Other reductions to the allowance for the nine months ended September 30, 2025
−Removed: Allowance for Credit Loss as of September 30, 2025
+Added: Provision (Recovery) for Credit Loss for the three months ended March 31, 2026 (1)
+Added: Write-offs charged against allowance for the three months ended March 31, 2026
+Added: Allowance for Credit Loss as of March 31, 2026
(in thousands)
5 unchanged sentences
Real estate loans receivable
−Removed: Investment in direct financing leases
Non-real estate loans receivable
5 unchanged sentences
Unfunded real estate loan commitments
−Removed: Unfunded real estate loan commitments
−Removed: Unfunded real estate loan commitments
Unfunded non-real estate loan commitments
1 unchanged sentence
Unfunded non-real estate loan commitments
−Removed: Unfunded non-real estate loan commitments
−Removed: (1) During the nine months ended September 30, 2025, we received proceeds of $ 2.0 million from the liquidating trust related to the $ 25.0 million DIP facility to Gulf Coast Health Care LLC (“Gulf Coast”) and proceeds of $ 0.3 million related to one other real estate loan, which resulted in a recovery for credit losses of $ 2.3 million.
−Removed: Both of these loans and related reserves were previously written off, so the $ 2.3 million aggregate recovery is not included in the rollforward above.
+Added: (1) The provision (recovery) amounts in the rollforward do not reflect $ 0.2 million of aggregate cash recoveries received during the three months ended March 31, 2026 on loans that were previously written off.
(2) These amounts include cash recoveries of $ 1.3 million related to interest payments received on loans that are written down to fair value and are being accounted for under the cost recovery method in which any payments received are applied directly against the principal balance outstanding.
This amount also includes $ 3.7 million related to principal payments received on loans that were fully reserved.
−Removed: (3) Represents the allowance for credit losses related to an investment in a direct financing lease that was reclassified to real estate assets in connection with the termination of the lease in the first half of 2025 as discussed further in Note 2 – Real Estate Assets.
−Removed: (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.
−Removed: A rollforward of our allowance for credit losses for the nine months ended September 30, 2024 is as follows:
+Added: A rollforward of our allowance for credit losses for the three months ended March 31, 2025 is as follows:
Financial Statement Line Item
−Removed: Allowance for Credit Loss at December 31, 2023
−Removed: Provision (Recovery) for Credit Loss for the nine months ended September 30, 2024 (1)
−Removed: Write-offs charged against allowance for the nine months ended September 30, 2024
−Removed: Allowance for Credit Loss as of September 30, 2024
+Added: Allowance for Credit Loss as of December 31, 2024
+Added: Provision (Recovery) for Credit Loss for the three months ended March 31, 2025 (1)
+Added: Write-offs charged against allowance for the three months ended March 31, 2025
+Added: Other reductions to the allowance for the three months ended March 31, 2025
+Added: Allowance for Credit Loss as of March 31, 2025
(in thousands)
19 unchanged sentences
Unfunded non-real estate loan commitments
−Removed: Unfunded non-real estate loan commitments
−Removed: (1) During the nine months ended September 30, 2024, we received proceeds of $ 5.0 million from the liquidating trust related to the $ 25.0 million DIP facility to Gulf Coast, which resulted in a recovery for credit losses of $ 5.0 million that is not included in the rollforward above since we had previously written-off the loan balance and related reserve.
−Removed: (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.
−Removed: See Note 5 – Real Estate Loans Receivable for additional information on the Maplewood Revolver.
+Added: (1) The provision (recovery) amounts in the rollforward do not reflect $ 1.7 million of aggregate cash recoveries received during the three months ended March 31, 2025 on loans that were previously written off.
+Added: (2) Represents the allowance for credit losses related to an investment in direct financing lease that was reclassified to real estate assets in connection with the termination of the lease in the first quarter of 2025.
(3) The amount includes cash recoveries of $ 1.6 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.
3 unchanged sentences
Revolving Loans
−Removed: Balance as of September 30, 2025
+Added: Balance as of March 31, 2026
(in thousands)
4 unchanged sentences
Real estate loans receivable
−Removed: Real estate loans receivable
Non-real estate loans receivable
6 unchanged sentences
We have elected the practical expedient to exclude interest receivable from our allowance for credit losses.
−Removed: As of September 30, 2025 and December 31, 2024, we have excluded $ 12.5 million and $ 11.1 million, respectively, of contractual interest receivables and $ 2.2 million and $ 1.8 million, respectively, of effective yield interest receivables from our allowance for credit losses.
+Added: As of March 31, 2026 and December 31, 2025, we have excluded $ 12.7 million and $ 9.7 million, respectively, of contractual interest receivables from our allowance for credit losses.
We write off contractual interest receivables to provision for credit losses in the period we determine the interest is no longer considered collectible.
−Removed: During the three months ended September 30, 2025 and 2024, we recognized $ 0.9 million and $ 0.6 million, respectively, of interest income related to loans on non-accrual status as of September 30, 2025.
−Removed: During the nine months ended September 30, 2025 and 2024, we recognized $ 1.5 million and $ 2.8 million, respectively, of interest income related to loans on non-accrual status as of September 30, 2025.
+Added: During the three months ended March 31, 2026 and 2025, we recognized $ 1.1 million and $ 0.5 million, respectively, of interest income related to loans on non-accrual status as of March 31, 2026.
NOTE 8 – VARIABLE INTEREST ENTITIES
Unconsolidated Variable Interest Entities
−Removed: We hold variable interests in several VIEs through our investing and financing activities, which are not consolidated, as we have concluded that we are not the primary beneficiary of these entities as we do not have the power to direct activities that most significantly impact the VIE’s economic performance and/or the variable interest we hold does not obligate us to absorb losses or provide us with the right to receive benefits from the VIE which could potentially be significant.
−Removed: Below is a summary of our assets, liabilities, collateral and maximum exposure to loss associated with these unconsolidated VIEs as of September 30, 2025 and December 31, 2024:
−Removed: September 30,
+Added: We hold variable interests in several VIEs through our investing and financing activities, which are not consolidated, as we have concluded that we are not the primary beneficiary of these entities as we do not have the power to direct activities that most significantly impact the applicable VIE’s economic performance and/or the variable interest we hold neither obligates us to absorb losses nor provides us with the right to receive benefits from the VIE that could potentially be significant.
+Added: Below is a summary of our assets, liabilities, collateral and maximum exposure to loss associated with these unconsolidated VIEs as of March 31, 2026 and December 31, 2025:
(in thousands)
Real estate assets – net
+Added: Assets held for sale
Real estate loans receivable – net
1 unchanged sentence
Non-real estate loans receivable – net
−Removed: Contractual receivables – net
+Added: Contractual and other receivables – net
Accrued expenses and other liabilities
8 unchanged sentences
Maximum exposure to loss
−Removed: (1) The decrease in the balance from December 31, 2024 to September 30, 2025 primarily relates to the transition of facilities from LaVie to Avardis during the second quarter of 2025, as discussed further in Note 4 – Contractual Receivables and Other Receivables and Lease Inducements.
In determining our maximum exposure to loss from the unconsolidated VIEs, we considered the underlying carrying value of the real estate subject to leases with the operator and other collateral, if any, supporting our other investments, which may include accounts receivable, security deposits, letters of credit or personal guarantees, if any, as well as other liabilities recognized with respect to these operators.
−Removed: The table below reflects our total revenues from the operators that are considered unconsolidated VIEs, following the date they were determined to be VIEs, for the three and nine months ended September 30, 2025 and 2024:
−Removed: Three Months Ended September 30,
−Removed: Nine Months Ended September 30,
−Removed: (in thousands)
+Added: The table below reflects our total revenues from the operators that are considered unconsolidated VIEs, following the date they were determined to be VIEs, for the three months ended March 31, 2026 and 2025:
+Added: Three Months Ended March 31,
(in thousands)
4 unchanged sentences
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.
−Removed: Additionally, we own a partial equity interest in a joint venture that we have determined is a VIE.
−Removed: We have consolidated this VIE because we have concluded that we are the primary beneficiary of this VIE based on our ability to direct the activities that most significantly impact the joint venture’s economic performance and our rights to receive residual returns and obligation to absorb losses arising from the joint venture.
−Removed: As of September 30, 2025 and December 31, 2024, this joint venture has $ 23.5 million and $ 24.3 million, respectively, of total assets, and $ 20.9 million and $ 20.8 million, respectively of total liabilities, which are included in our Consolidated Balance Sheets.
+Added: Additionally, we own a partial equity interest in a JV that we have determined is a VIE.
+Added: We have consolidated this VIE because we have concluded that we are the primary beneficiary of this VIE based on our ability to direct the activities that most significantly impact the JV’s economic performance and our rights to receive residual returns and obligation to absorb losses arising from the JV.
+Added: Omega is not required to make any additional capital contributions to the JV.
+Added: As of March 31, 2026 and December 31, 2025, this JV has $ 23.0 million and $ 23.2 million, respectively, of total assets, and $ 20.9 million of total liabilities, which are included in our Consolidated Balance Sheets.
+Added: In addition, as discussed in Note 2 – Real Estate Assets, we consolidated the EATs that are classified as VIEs.
NOTE 9 – INVESTMENTS IN UNCONSOLIDATED ENTITIES
2 unchanged sentences
Carrying Amount
−Removed: September 30,
Entity/Description
+Added: SHH Holdings, LLC (2)
+Added: Saber Healthcare Holdings, LLC
+Added: In Substance Real Estate Investments (3)
Lakeway Realty, L.L.C.
Specialty facility
−Removed: In Substance Real Estate Investments (2)
Other Healthcare JVs (4)(5)
Other Real Estate JVs (4)(6)
−Removed: Second Spring Healthcare Investment
−Removed: (1) Ownership percentages and facility counts are as of September 30, 2025.
−Removed: (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.
−Removed: 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.
−Removed: 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.
+Added: (1) Ownership percentages and facility counts are as of March 31, 2026.
+Added: (2) For the three months ended March 31, 2026, we recognized income of $ 1.9 million (inclusive of basis amortization) and received distributions totaling $ 4.1 million from SHH Holdings, LLC.
+Added: (3) Relates to mortgage loan agreements under which we are able to participate in the residual profits of the facilities, subject to the mortgage, upon a sale or refinancing.
+Added: We evaluated the characteristics of these investments, including the associated risks and rewards, and have determined they are more similar to those associated with an investment in real estate than a loan.
Arrangements with characteristics in line with real estate joint ventures are treated as in substance real estate investments and accounted for using the equity method.
−Removed: 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.
−Removed: (3) Includes six joint ventures engaged in business that support the long-term healthcare industry and our operators.
−Removed: (4) As of September 30, 2025, and December 31, 2024, we had an aggregate of $ 18.5 million of loans outstanding with these joint ventures.
−Removed: (5) Includes three joint ventures formed for the purpose of owning or providing financing for SNFs, ALFs or specialty facilities.
+Added: We have determined that these borrowers under the mortgage loans are VIEs but we have not consolidated the borrowers because we are not the primary beneficiary.
+Added: (4) As of March 31, 2026 and December 31, 2025, we had an aggregate of $ 22.0 million of loans outstanding with these JVs.
+Added: (5) As of March 31, 2026, includes six JVs engaged in businesses that support the long-term healthcare industry and our operators.
+Added: (6) As of March 31, 2026, includes two JVs formed for the purpose of owning or providing financing for SNFs or ALFs.
+Added: Saber Healthcare Holdings, LLC
+Added: On January 1, 2026, Omega acquired a 9.9 % equity interest in Saber Healthcare Holdings, LLC (“Saber”) for cash consideration of $ 92.8 million, including related transaction fees.
+Added: Saber is an operating company to which Omega leases 53 operating facilities under a master lease agreement for monthly contractual rent of $ 5.4 million as of March 31, 2026.
+Added: Saber also operates and leases 65 facilities held by SHH Holdings, LLC, a property holding company JV in which Omega owns a 49 % equity interest.
+Added: Under the Saber operating agreement, Omega will receive minimum quarterly cash distributions equivalent to an annualized yield of 8 % on its investment.
+Added: For the three months ended March 31, 2026, we recognized income of $ 1.1 million (inclusive of basis amortization) from this investment.
NOTE 10 – GOODWILL AND OTHER INTANGIBLES
−Removed: The following is a summary of our goodwill as of September 30, 2025 and December 31, 2024:
+Added: The following is a summary of our goodwill as of March 31, 2026 and December 31, 2025:
(in thousands)
1 unchanged sentence
Foreign currency translation
−Removed: Balance as of September 30, 2025
−Removed: The following is a summary of our intangible assets and liabilities as of September 30, 2025 and December 31, 2024:
−Removed: September 30,
+Added: Balance as of March 31, 2026
+Added: The following is a summary of our intangible assets and liabilities as of March 31, 2026 and December 31, 2025:
(in thousands)
8 unchanged sentences
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.
−Removed: For the three months ended September 30, 2025 and 2024, our net amortization related to intangibles was $( 0.5 ) million and $ 1.2 million, respectively.
−Removed: For the nine months ended September 30, 2025 and 2024, our net amortization related to intangibles was $( 1.3 ) million and $ 2.3 million, respectively.
+Added: For the three months ended March 31, 2026 and 2025, our net amortization expense related to intangibles was $ 0.5 million and $ 0.2 million, respectively.
The estimated net amortization expense related to these intangibles for the remainder of 2026 and the next four years is as follows:
3 unchanged sentences
2029 – $ 2.1 million and 2030 – $ 2.2 million.
−Removed: As of September 30, 2025, the weighted average remaining amortization period of above market lease assets is ten years and below market lease liabilities is nine years .
+Added: As of March 31, 2026, the weighted average remaining amortization period of above market lease assets is nine years and below market lease liabilities is eight years .
NOTE 11 – CONCENTRATION OF RISK
−Removed: As of September 30, 2025, our portfolio of real estate investments consisted of 1,047 healthcare facilities (including properties associated with mortgages, assets held for sale and consolidated joint ventures), along with other real estate loans receivable (excluding mortgages) of $ 491.7 million and $ 150.3 million of investments in 14 unconsolidated entities.
+Added: As of March 31, 2026, our real estate investment portfolio comprised 1,039 operating healthcare facilities, including fee simple wholly-owned facilities that are held for investment or sale, facilities that are collateral under our mortgage loans and facilities within consolidated JVs.
These healthcare facilities are located in 42 states, Washington, D.C., the U.K.
−Removed: and Jersey, and are operated by 91 third-party operators.
−Removed: Our investment in these healthcare facilities, net of impairments and allowances, totaled $ 10.5 billion at September 30, 2025, with 98 % of our real estate investments related to long-term healthcare facilities.
−Removed: Our portfolio of healthcare facilities is made up of (i) 569 SNFs, 343 ALFs, 20 ILFs, 18 specialty facilities and one medical office building, and (ii) fixed rate mortgages on 50 SNFs, 43 ALFs, two ILFs and one specialty facility.
−Removed: As of September 30, 2025, our total investments also include non-real estate loans receivable of $ 339.7 million.
+Added: and Jersey, and are operated or managed by 89 third-party operators or managers.
+Added: At March 31, 2026, 98 % of our real estate investments related to long-term healthcare facilities.
Operator Concentration
−Removed: As of September 30, 2025 and December 31, 2024, we had total investments (before accumulated depreciation and allowances) with one operator that approximated or exceeded 10% of our total investments:
−Removed: Maplewood generated 6.7 % and 4.4 % of our total revenues for the three months ended September 30, 2025 and 2024, respectively, and 6.6 % and 4.6 % of our total revenues for the nine months ended September 30, 2025 and 2024, respectively.
−Removed: During the nine months ended September 30, 2025, we also have one operator with total revenues that exceeded 10% of our total revenues:
−Removed: CommuniCare Health Services, Inc.
−Removed: (“CommuniCare”).
−Removed: CommuniCare generated 9.9 % and 11.1 % of our total revenues for the three months ended September 30, 2025 and 2024, respectively, and 10.6 % and 12.1 % of our total revenues for the nine months ended September 30, 2025 and 2024, respectively.
−Removed: As of September 30, 2025, CommuniCare represented 7.8 % of our total investments (before accumulated depreciation and allowances).
+Added: During the three months ended March 31, 2026, we had no operators with total revenues that exceeded 10% of our total revenues.
+Added: During the three months ended March 31, 2025, we had one operator with total revenues that exceeded 10% of our total revenues:
+Added: CommuniCare generated 9.4 % and 11.0 % of our total revenues for the three months ended March 31, 2026 and 2025, respectively.
+Added: As of March 31, 2026, CommuniCare represented 6.4 % of our total investments (before accumulated depreciation and allowances).
+Added: As of March 31, 2026 and December 31, 2025, we had total investments (before accumulated depreciation and allowances) with one operator that approximated or exceeded 10% of our total investments:
+Added: Maplewood generated 6.6 % and 6.3 % of our total revenues for the three months ended March 31, 2026 and 2025, respectively.
Geographic Concentration
−Removed: As of September 30, 2025, the three geographic locations in which we had our highest concentration of real estate assets and mortgages (before accumulated depreciation and allowances) were the U.K.
+Added: As of March 31, 2026, 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.
( 17.2 %), Texas ( 8.6 %) and Indiana ( 6.0 %).
NOTE 12 – STOCKHOLDERS’ EQUITY
−Removed: Increase of Authorized Omega Common Stock
−Removed: On June 6, 2025, Omega amended its charter to increase the number of authorized shares of Omega common stock from 350.0 million to 700.0 million.
−Removed: Stock Repurchase Program
−Removed: During the three and nine months ended September 30, 2025 and 2024, we did no t repurchase any shares of our outstanding common stock under the $ 500.0 Million Stock Repurchase Program, which expired in March 2025.
The following is a summary of our declared cash dividends on common stock:
2 unchanged sentences
February 17, 2026
−Removed: August 4, 2025
−Removed: August 15, 2025
−Removed: November 3, 2025
−Removed: November 17, 2025
Dividend Reinvestment and Common Stock Purchase Plan
−Removed: The following is a summary of the shares issued under the Dividend Reinvestment and Common Stock Purchase Plan for the three and nine months ended September 30, 2025 and 2024 (in thousands):
+Added: The following is a summary of the shares issued under the Dividend Reinvestment and Common Stock Purchase Plan for the three months ended March 31, 2026 and 2025 (in thousands):
Shares issued
1 unchanged sentence
Three Months Ended
−Removed: September 30, 2024
+Added: March 31, 2025
Three Months Ended
−Removed: September 30, 2025
−Removed: Nine Months Ended
−Removed: September 30, 2024
−Removed: Nine Months Ended
−Removed: September 30, 2025
+Added: March 31, 2026
At-The-Market Offering Programs
−Removed: The following is a summary of the shares issued under our former $ 1.0 billion 2021 At-The-Market Offering Program and our current $ 1.25 billion 2024 At-The-Market Offering Program (collectively, the “ATM Program”) for the three and nine months ended September 30, 2025 and 2024 (in thousands except average price per share):
+Added: The following is a summary of the shares issued under our former $ 1.25 billion 2024 At-The-Market Offering Program and our current $ 2.0 billion 2025 At-The-Market Offering Program (collectively, the “ATM Program”) for the three months ended March 31, 2026 and 2025 (in thousands except average price per share):
Average Net Price
3 unchanged sentences
Three Months Ended
−Removed: September 30, 2024
+Added: March 31, 2025
Three Months Ended
−Removed: September 30, 2025
−Removed: Nine Months Ended
−Removed: September 30, 2024
−Removed: Nine Months Ended
−Removed: September 30, 2025
+Added: March 31, 2026
(1) Represents the average price per share after issuance costs.
−Removed: We did not utilize the forward provisions under the ATM Program during the three and nine months ended September 30, 2025 and 2024.
+Added: We did not utilize the forward provisions under the ATM Program during the three months ended March 31, 2026 and 2025.
Accumulated Other Comprehensive Income (Loss)
−Removed: The following is a summary of our accumulated other comprehensive income (loss), net of tax as of September 30, 2025 and December 31, 2024:
−Removed: September 30,
+Added: The following is a summary of our accumulated other comprehensive income (loss), net of tax as of March 31, 2026 and December 31, 2025:
(in thousands)
5 unchanged sentences
Total accumulated other comprehensive income for Omega
−Removed: During the three months ended September 30, 2025 and 2024, we reclassified $ 2.6 million and $ 2.7 million, respectively, of realized gains out of accumulated other comprehensive income into interest expense on our Consolidated Statements of Operations associated with our cash flow hedges.
−Removed: During the nine months ended September 30, 2025 and 2024, we reclassified $ 5.4 million and $ 7.9 million, respectively, of realized gains out of accumulated other comprehensive income into interest expense on our Consolidated Statements of Operations associated with our cash flow hedges.
+Added: During the three months ended March 31, 2026 and 2025, we reclassified $ 2.1 million and $ 1.4 million, respectively, of realized gains out of accumulated other comprehensive income into interest expense on our Consolidated Statements of Operations associated with our cash flow hedges.
NOTE 13 – TAXES
7 unchanged sentences
The following is a summary of our provision for income taxes:
−Removed: Three Months Ended September 30,
−Removed: Nine Months Ended September 30,
+Added: Three Months Ended March 31,
(in thousands)
−Removed: Federal, state and local income tax expense
+Added: Federal income tax (benefit) expense
+Added: State and local income tax expense
Foreign tax expense
1 unchanged sentence
(1) The above amounts do not include gross income receipts or franchise taxes payable to certain states and municipalities.
−Removed: The income tax expense for both the three and nine months ended September 30, 2025 and 2024 was primarily due to income from foreign jurisdictions that is subject to foreign income taxes and withholding taxes.
−Removed: As of September 30, 2025 and December 31, 2024, deferred tax assets totaled $ 19.9 million and $ 19.4 million, respectively, and deferred tax liabilities totaled zero .
+Added: The income tax expense for both the three months ended March 31, 2026 and 2025 was primarily due to income from foreign jurisdictions that is subject to foreign income taxes and withholding taxes.
+Added: As of March 31, 2026 and December 31, 2025, deferred tax assets totaled $ 22.1 million and $ 22.5 million, respectively, and deferred tax liabilities totaled zero .
Our deferred tax assets relate primarily to loss carryforwards.
NOTE 14 – STOCK-BASED COMPENSATION
−Removed: The following is a summary of our stock-based compensation expense for the three and nine months ended September 30, 2025 and 2024, respectively.
−Removed: Three Months Ended September 30,
−Removed: Nine Months Ended September 30,
+Added: The following is a summary of our stock-based compensation expense for the three months ended March 31, 2026 and 2025, respectively.
+Added: Three Months Ended March 31,
(in thousands)
Stock-based compensation expense
−Removed: Stock-based compensation expense of $ 34.3 million for the nine months ended September 30, 2025 includes $ 6.6 million of non-cash stock-based compensation expense associated with the transition discussed in the “Leadership Transition” section below.
+Added: Stock-based compensation expense of $ 15.8 million for the three months ended March 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.
−Removed: We granted 3,065 time-based restricted stock units (“RSUs”) and 215,606 time-based profits interest units (“PIUs”) during the first quarter of 2025 to certain officers and employees, and those units vest on December 31, 2027 ( three years after the grant date), subject to continued employment and vesting in connection with certain other events.
−Removed: We granted 1,832,700 performance-based PIUs and 28,027 performance-based RSUs during the first quarter of 2025 to certain officers and employees, which are earned based on the level of performance over the performance period (normally three years ) and vest quarterly in the four th year, subject to continued employment and vesting in connection with certain other events.
−Removed: We also granted 63,578 performance-based RSUs during the first quarter of 2025 to certain employees, which are earned based on the level of performance over the performance period (normally three years ) and vest on December 31, 2027, subject to continued employment.
−Removed: We granted 22,766 time-based PIUs and 22,040 time-based RSUs to directors during the second quarter of 2025, and those units vest on the date of Omega’s 2026 annual meeting of stockholders, subject to the director’s continued service and vesting in certain other events.
+Added: We granted 236,102 time-based profits interest units (“PIUs”) during the first quarter of 2026 to certain officers and employees, and those units vest on December 31, 2028 ( three years after the grant date), subject to continued employment and vesting in connection with certain other events.
+Added: We granted 2,071,260 performance-based PIUs during the first quarter of 2026 to certain officers and employees, which are earned based on the level of performance over the performance period (normally three years ) and vest quarterly in the four th year, subject to continued employment and vesting in connection with certain other events.
+Added: We also granted 76,138 performance-based restricted stock units (“RSUs”) during the first quarter of 2026 to certain employees, which are earned based on the level of performance over the performance period (normally three years ) and vest on December 31, 2028, subject to continued employment.
Time-based and performance-based grants made to named executive officers and key employees that meet certain conditions under the Company’s retirement policy (length of service, age, etc.) vest on an accelerated basis pursuant to the terms of our 2018 Stock Incentive Plan.
Leadership Transition
−Removed: In January 2025, the Company and Daniel J.
−Removed: Booth, Chief Operating Officer, mutually agreed that Mr.
−Removed: Booth’s employment agreement with the Company would terminate effective January 2, 2025.
−Removed: The Company entered into a Transition Agreement and Release (the “Transition Agreement”) as of January 1, 2025 with Mr.
−Removed: Booth in connection with his departure and transitioning of his responsibilities.
−Removed: The Transition Agreement provides that Mr.
−Removed: 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.
−Removed: In connection with the transition discussed above and the modification of certain of Mr.
−Removed: 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.
−Removed: General and administrative expense also includes the accrual of $ 2.2 million of transition payments to Mr.
−Removed: Booth to be made over the 24-month period and other costs incurred related to the transaction.
+Added: The Company incurred an additional non-cash stock-based compensation expense of $ 6.6 million related to the termination of employment of Daniel J.
+Added: Booth, our former Chief Operating Officer, and modifications to his equity awards.
+Added: This expense is reported under general and administrative expenses in the Consolidated Statements of Operations for the three months ended March 31, 2025.
+Added: General and administrative expenses also include the accrual of $ 2.2 million of transition payments to Mr.
+Added: Booth to be made over the 24-month period and other costs incurred related to the transition.
NOTE 15 – BORROWING ACTIVITIES AND ARRANGEMENTS
1 unchanged sentence
Interest Rate
−Removed: September 30,
−Removed: September 30,
(in thousands)
−Removed: Secured borrowings:
−Removed: 2026 Mortgage Loan (1)
−Removed: Deferred financing costs – net
−Removed: Premium – net (2)
−Removed: Total secured borrowings
Unsecured borrowings:
7 unchanged sentences
2033 notes (1)
−Removed: 2031 notes (3)
−Removed: 2033 notes (3)
2028 Term Loan (1)(2)
−Removed: OP Term Loan (7)
−Removed: 2028 Term Loan
Deferred financing costs – net
2 unchanged sentences
Total unsecured borrowings – net (3)(4)
−Removed: Total secured and unsecured borrowings – net (8)(9)
−Removed: (1) Wholly owned subsidiaries of Omega OP are the obligors on this loan (the “2026 Mortgage Loan”).
−Removed: The 2026 Mortgage Loan is denominated in GBP.
−Removed: (2) Represents the remaining fair value adjustment associated with the 2026 Mortgage Loan, that was assumed as part of an asset acquisition in July 2024, that is being amortized over the remaining contractual term of the loan.
(1) Guaranteed by Omega OP.
−Removed: (4) The Company repaid $ 400 million of 4.50 % senior notes that matured on January 15, 2025 using available cash.
−Removed: (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.
−Removed: (6) In July 2025, the maturity date of the $ 428.5 million term loan (the “2026 Term Loan”) was extended from August 8, 2025 to August 8, 2026 following Omega’s election to utilize one of two 12-month extension options.
−Removed: The weighted average interest rate of the 2026 Term Loan has been adjusted to reflect the impact of the interest rate swaps that effectively fix the SOFR -based portion of the interest rate at 4.047 % .
−Removed: (7) On April 29, 2025, Omega repaid the $ 50 million term loan (“OP Term Loan”) using available cash prior to its original maturity date.
−Removed: Omega OP was the obligor on this borrowing.
+Added: (2) 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 % .
(3) All borrowings are direct borrowings of Parent unless otherwise noted.
−Removed: (9) Certain of our other secured and unsecured borrowings are subject to customary affirmative and negative covenants, including financial covenants.
−Removed: As of September 30, 2025 and December 31, 2024, we were in compliance with all applicable covenants for our borrowings .
−Removed: Unsecured Borrowings
−Removed: Revolving Credit Facility
−Removed: On September 30, 2025, Omega entered into a credit agreement (the “2025 Omega Credit Agreement”) consisting of a new $ 2.0 billion senior unsecured multicurrency revolving credit facility (the “Revolving Credit Facility”) and a $ 300.0 million delayed draw term loan facility (the “2028 Term Loan”), replacing our previous $ 1.45 billion senior unsecured 2021 multicurrency revolving credit facility (the “2021 Revolving Credit Facility”).
−Removed: 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.
−Removed: The Revolving Credit Facility may be drawn in Euros, GBP, Canadian Dollars (collectively, “Alternative Currencies”) or USD, with a $ 600.0 million sublimit for loans in Alternative Currencies and the DDTL Credit Facility may be drawn in USD.
−Removed: 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).
−Removed: 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.
−Removed: The Revolving Credit Facility matures on September 28, 2029 , subject to Omega’s option to extend such maturity for two consecutive six-month periods.
−Removed: 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.
−Removed: 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.
−Removed: 2026 Term Loan Amendment
−Removed: 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.
−Removed: $600 Million Senior Note Issuance
−Removed: 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.
−Removed: 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.
−Removed: We incurred $ 5.6 million of deferred costs in connection with the issuance.
−Removed: 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.
+Added: (4) Certain of our other unsecured borrowings are subject to customary affirmative and negative covenants, including financial covenants.
+Added: As of March 31, 2026 and December 31, 2025, we were in compliance with all applicable covenants for our borrowings .
NOTE 16 – DERIVATIVES AND HEDGING
4 unchanged sentences
Derivatives Designated as Hedging Instruments
−Removed: As of September 30, 2025, we have 11 interest rate swaps with $ 428.5 million in notional value and four interest rate caps with £ 190.0 million in notional value.
−Removed: The swaps and the majority of the caps are designated as cash flow hedges of the interest payments on two of Omega’s variable interest loans.
+Added: As of March 31, 2026, we have nine interest rate swaps with $ 300.0 million in notional value.
+Added: The swaps are designated as cash flow hedges of interest payments on one variable interest loan.
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.
−Removed: During the second quarter of 2025, we terminated one interest rate swap with $ 50.0 million of notional value and paid our swap counterparty $ 0.5 million in connection with the repayment of the OP Term Loan.
−Removed: On March 27, 2020 , we entered into five forward starting swaps totaling $ 400 million, indexed to 3-month LIBOR, that were issued at a weighted average fixed rate of approximately 0.8675 % and were subsequently designated as cash flow hedges of interest rate risk associated with interest payments on a forecasted issuance of fixed rate long-term debt, initially expected to occur within the next five years .
−Removed: The swaps had an effective date of August 1, 2023 and an expiration date of August 1, 2033 .
−Removed: In conjunction with the October 2020 issuance of $ 700 million of 3.375 % Senior Notes due 2031 (the “2031 Senior Notes”) and the March 2021 issuance of $ 700 million aggregate principal amount of our 3.25 % Senior Notes due 2033 (the “2033 Senior Notes”), we applied hedge accounting for these five forward starting swaps and began amortization.
−Removed: Simultaneously, we re-designated these swaps in new cash flow hedging relationships of interest rate risk associated with interest payments on another forecasted issuance of long-term debt.
−Removed: We were hedging our exposure to the variability in future cash flows for forecasted transactions over a maximum period of 46 months (excluding forecasted transactions related to the payment of variable interest on existing financial instruments).
−Removed: As a result of these transactions, the aggregate unrealized gain of $ 41.2 million ($ 9.5 million gain related to the 2031 Senior Notes issuance and $ 31.7 million gain related to the 2033 Senior Notes issuance) included within accumulated other comprehensive income at the time of the Senior Notes issuances is being ratably reclassified as a reduction to interest expense, net over 10 years.
−Removed: On May 30, 2023, the five forward starting swaps were terminated, and Omega received a net cash settlement of $ 92.6 million from the swap counterparties.
−Removed: The incremental $ 51.4 million of gains related to the forward swaps, recorded in accumulated other comprehensive income, were frozen at the time of termination and will be recognized ratably over 10 years in earnings when the next qualifying debt issuance occurs.
−Removed: The $ 600 million of 2030 Senior Notes that were issued in June 2025, as discussed further in Note 15 – Borrowing Activities and Arrangements, were determined to be a qualifying issuance, and amortization of the $ 51.4 million began as of the issuance date of the 2030 Senior Notes.
−Removed: The amortization is recorded as a reduction to interest expense.
Derivatives Not Designated as Hedging Instruments
−Removed: 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.
+Added: We enter into foreign currency forward contracts 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.
−Removed: In connection with funding a $ 344.2 million acquisition in the U.K.
−Removed: (see Note 2 – Real Estate Assets), in April 2025, Omega entered a GBP/USD currency forward with a notional value of £ 90.0 million and a GBP-USD forward rate of 1.2733 .
−Removed: The swap was settled on the closing date of the acquisition, and we recorded a $ 5.2 million gain from its termination within other income – net in the Consolidated Statements of Operations for the nine months ended September 30, 2025.
−Removed: 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 .
−Removed: The location and fair value of the Omega’s derivative instruments, at the respective balance sheet dates, were as follows:
−Removed: September 30,
−Removed: Cash flow hedges:
+Added: In the third quarter of 2025, Omega entered into six GBP/USD currency forward contracts 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 .
+Added: We recognized fair value gains of $ 0.9 million related to these forward contracts that are recorded within other income – net in the Consolidated Statements of Operations for the three months ended March 31, 2026.
+Added: As of March 31, 2026, we have four GBP/USD currency forward contracts remaining with notional amounts totaling £ 54.0 million and a weighted average GBP-USD rate of 1.3636 , each of which mature between April 2, 2026 and January 5, 2027 .
+Added: The location and fair value of Omega’s derivative instruments at the respective balance sheet dates were as follows:
(in thousands)
+Added: Cash flow hedges:
Accrued expenses and other liabilities
5 unchanged sentences
The net carrying amount of cash and cash equivalents, restricted cash, contractual receivables, other assets and accrued expenses and other liabilities reported in the Consolidated Balance Sheets approximates fair value because of the short maturity of these instruments (Level 1).
−Removed: At September 30, 2025 and December 31, 2024, the net carrying amounts and fair values of our other financial instruments were as follows:
−Removed: September 30, 2025
+Added: As of March 31, 2026 and December 31, 2025, the net carrying amounts and fair values of our other financial instruments were as follows:
+Added: March 31, 2026
December 31, 2025
(in thousands)
−Removed: Investments in direct financing leases – net
Real estate loans receivable – net
1 unchanged sentence
Revolving Credit Facility
−Removed: 2026 Mortgage Loan
2028 Term Loan
−Removed: 2028 Term Loan
4.50 % notes due 2027 – net
4 unchanged sentences
3.25 % notes due 2033 – net
−Removed: 3.38 % notes due 2031 – net
−Removed: 3.25 % notes due 2033 – 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 in our Annual Report on Form 10-K for the year ended December 31, 2025).
2 unchanged sentences
● Real estate loans receivable:
−Removed: The fair value of the real estate loans receivable are estimated using a discounted cash flow analysis, using interest rates being offered for similar loans to borrowers with similar credit ratings (Level 3).
+Added: The fair values of the real estate loans receivable are estimated using a discounted cash flow analysis, using interest rates being offered for similar loans to borrowers with similar credit ratings (Level 3).
● Non-real estate loans receivable:
1 unchanged sentence
The fair values of notes receivable are estimated using a discounted cash flow analysis, using interest rates being offered for similar loans to borrowers with similar credit ratings (Level 3).
−Removed: ● Revolving Credit Facility, OP Term Loan, 2026 Term Loan and 2028 Term Loan:
−Removed: The carrying amount of these approximate fair value because the borrowings are interest rate adjusted.
−Removed: Differences between carrying value and the fair value in the table above are due to the inclusion of deferred financing costs and discounts in the carrying value.
−Removed: ● 2026 Mortgage Loan:
−Removed: The 2026 Mortgage Loan was recorded at fair market value in July 2024, as of the date it was assumed.
−Removed: The fair market value was determined by discounting the remaining contractual cash flows using a current market rate of interest of comparable debt instruments.
−Removed: 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.
+Added: ● Revolving Credit Facility and 2028 Term Loan:
+Added: The carrying amounts of these approximate fair value because the borrowings are interest rate adjusted.
+Added: Differences between carrying values and the fair values in the table above are due to the inclusion of deferred financing costs and discounts in the carrying values.
● Senior notes:
−Removed: The fair value of the senior unsecured notes payable was estimated based on (Level 1) publicly available trading prices .
+Added: The fair values of the senior unsecured notes payable are estimated based on (Level 1) publicly available trading prices .
NOTE 18 – COMMITMENTS AND CONTINGENCIES
Gulf Coast Subordinated Debt
−Removed: 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.
−Removed: 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.
−Removed: In October 2021, the Debt Holders filed a motion to dismiss for lack of personal jurisdiction.
−Removed: On November 3, 2022, the Court granted the Debt Holders’ motion to dismiss for lack of personal jurisdiction, and Omega filed a timely appeal of the ruling, which appeal remains pending.
−Removed: 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).
−Removed: 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.
−Removed: 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.
−Removed: On July 10, 2023, the Delaware state court case stayed the proceeding pending further developments in the Maryland litigation.
−Removed: 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.
−Removed: Omega timely filed its answer and affirmative defenses, denying the claims and relief sought by the Debt Holders in the Delaware Court.
+Added: 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.
+Added: 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.
+Added: 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.
+Added: 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.
+Added: 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 stayed the proceeding pending further developments in the Maryland litigation.
+Added: 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 Delaware court.
+Added: 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.
+Added: 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.
+Added: 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.
+Added: Genesis Bankruptcy - Claim of Statutory Unsecured Claimants’ Committee
+Added: 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.
+Added: Both the proposed complaint and Preliminary Objection seek a determination that the Prepetition Term Loan(s) under which our subsidiary is a co-lender is, in part, unsecured.
+Added: 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 (the “Petition Date”), certain of which payments were disbursed to our subsidiary.
+Added: Finally, the proposed complaint alleges a preference action against other subsidiaries of the Company, in respect of lease payments made to such subsidiaries under a master lease with Genesis within ninety (90) days of the Petition Date.
+Added: On January 23, 2026, the UCC and the Debtors in the proceeding entered into an unopposed stipulation that the Bankruptcy Court’s consideration of the 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 motion will be granted.
+Added: The Bankruptcy Court approved the stipulation by order dated January 26, 2026.
+Added: 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.
2 unchanged sentences
In connection with certain facility transitions, we have agreed to indemnify certain operators in certain events.
−Removed: As of September 30, 2025, our maximum funding commitment under these indemnification agreements was $ 8.1 million.
+Added: As of March 31, 2026, our maximum funding commitment under these indemnification agreements was $ 7.5 million.
Claims under these indemnification agreements generally may be made within 18 months to 72 months of the transition date.
2 unchanged sentences
We expect the funding of these commitments to be completed over the next several years.
−Removed: Our remaining commitments at September 30, 2025, are outlined in the table below (in thousands):
+Added: Our remaining commitments at March 31, 2026 are outlined in the table below (in thousands):
Lessor construction and capital commitments under lease agreements
5 unchanged sentences
The following tables set forth the computation of basic and diluted earnings per share:
−Removed: Three Months Ended September 30,
−Removed: Nine Months Ended September 30,
+Added: Three Months Ended March 31,
(in thousands, except per share amounts)
14 unchanged sentences
NOTE 20 – SUPPLEMENTAL DISCLOSURE TO CONSOLIDATED STATEMENTS OF CASH FLOWS
−Removed: The following are supplemental disclosures to the Consolidated Statements of Cash Flows for the nine months ended September 30, 2025 and 2024:
−Removed: Nine Months Ended September 30,
+Added: The following are supplemental disclosures to the Consolidated Statements of Cash Flows for the three months ended March 31, 2026 and 2025:
+Added: Three Months Ended March 31,
(in thousands)
7 unchanged sentences
Non-cash investing activities:
−Removed: Non-cash acquisition of real estate (see Note 2)
−Removed: Non-cash collection of real-estate loan receivable principal (see Note 5)
−Removed: Non-cash investment in non-real estate loans receivable
−Removed: Non-cash financing activities:
−Removed: Assumption of debt (see Note 15)
−Removed: Change in fair value of hedges
−Removed: Remeasurement of debt denominated in a foreign currency
+Added: Non-cash acquisition of real estate
+Added: Non-cash collection of real estate loan receivable principal
NOTE 21 – SEGMENTS
9 unchanged sentences
Interest expense related to the Company’s reportable segment is as follows:
−Removed: Three Months Ended September 30,
−Removed: Nine Months Ended September 30,
−Removed: (in thousands)
+Added: Three Months Ended March 31,
(in thousands)
4 unchanged sentences
NOTE 22 – SUBSEQUENT EVENTS
−Removed: In October 2025, the Company formed a JV with affiliates of Saber Healthcare Holdings, LLC (“Saber”) to own and lease 64 facilities, that were previously wholly owned by affiliates of Saber.
−Removed: 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.
−Removed: 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).
−Removed: The 64 facilities held by the JV are subject to triple net leases, with subsidiaries of Saber, that generate $ 69.4 million in contractual rent per annum.
−Removed: 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.
−Removed: 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.
−Removed: This JV will be accounted for as an equity method investment.
−Removed: In October 2025, Omega entered into an agreement to acquire a 9.9 % equity interest in Saber (the “OpCo Transaction”).
−Removed: Under the agreement, Omega committed to fund $ 92.6 million in cash consideration, with an expected closing date of January 1, 2026.
−Removed: Omega will receive minimum quarterly cash distributions equivalent to an annualized yield of 8 % on its investment.
−Removed: Completion of the OpCo Transaction is subject to satisfaction of customary closing conditions.
−Removed: The agreement includes a $ 20.0 million fee, as liquidated damages, payable by the non-terminating party if the OpCo Transaction is terminated prior to closing by the other party because the non-terminating party is in breach of the agreement.
−Removed: As of September 30, 2025, Omega leased 51 facilities to subsidiaries of Saber.
+Added: New Investments
+Added: In April 2026, we acquired three senior housing facilities in Rhode Island for a contractual purchase price of $ 42.0 million.
+Added: The Company will operate the facilities through a new third-party property manager utilizing a RIDEA structure.
+Added: In April 2026, we acquired two SNFs in Indiana for a contractual purchase price of $ 33.0 million from SHH Holdings, LLC and leased them to one existing operator.
+Added: These facilities were acquired using a reverse 1031 exchange.
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.