What changed in this filing

/stocks — the workspaceLOADING

Item 2. Management’s Discussion and Analysis

2026-04-29 compared with 2025-10-31 · 151 added, 212 removed, 188 unchanged (66% of the section changed)

11 unchanged sentences

(2) uncertainties relating to the business operations of the operators of our assets, including those relating to reimbursement by third-party payors, regulatory matters, occupancy levels and quality of care, including the management of infectious diseases;

(3) our operators’ ability to manage industry challenges, including staffing shortages, which may impact certain regions more acutely, increased costs due to inflation, and the sufficiency of federal and state reimbursement rates to offset such costs and the conditions related thereto;

(4) additional regulatory and other changes in the healthcare sector, including changes to Medicaid and Medicare reimbursements, the potential impact of recent changes to state Medicaid funding levels as well as state regulatory initiatives or minimum staffing requirements for skilled nursing facilities (“SNFs”) that may further exacerbate labor and occupancy challenges for our operators;

(3) our operators’ ability to manage industry challenges, including staffing shortages, which may impact certain regions more acutely, increased costs, and the sufficiency of governmental reimbursement rates to offset such costs and the conditions related thereto;

(4) additional regulatory and other changes in the healthcare sector, including changes to Medicaid and Medicare reimbursements, the potential impact of recent changes to state Medicaid funding levels as well as legislative and regulatory initiatives related to establishing minimum staffing requirements for skilled nursing facilities (“SNFs”) that may further exacerbate labor and occupancy challenges for our operators;

(5) the ability of our operators in bankruptcy to reject unexpired lease obligations, modify the terms of our mortgages and impede our ability to collect unpaid rent or interest during the pendency of a bankruptcy proceeding and retain security deposits for the debtor’s obligations, and other costs and uncertainties associated with operator bankruptcies;

7 unchanged sentences

(13) the effect of economic, regulatory and market conditions generally and, particularly, in the healthcare industry in the United States and in other jurisdictions where we conduct business, including the United Kingdom;

(14) changes in interest rates and foreign currency exchange rates and the impacts of inflation and changes in global tariffs and international trade disputes;

(14) changes in interest rates and foreign currency exchange rates and the impact of inflation and changes in global tariffs and international trade disputes;

(15) the timing, amount and yield of any additional investments;

(16) our ability to maintain our status as a REIT;

(17) operational risks associated with our investments in healthcare operating companies, including senior housing properties managed through structures authorized by the REIT Investment Diversification and Empowerment Act of 2007 (commonly referred to as “RIDEA”);

(18) the use of, or inability to use, artificial intelligence by us or our operators, managers, vendors and investors;

(19) the effect of other factors affecting our business or the businesses of our operators that are beyond our or their control, including natural disasters, public health crises or pandemics, cyber threats and governmental action, particularly in the healthcare industry.

3 unchanged sentences

● Government Regulation and Reimbursement

● Third Quarter of 2025 and Recent Highlights

● First Quarter of 2026 and Recent Highlights

● Results of Operations

6 unchanged sentences

Omega 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”).

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

Omega has one reportable segment consisting of investments in healthcare-related real estate properties located in the United States (“U.S.”) and the United Kingdom (“U.K.”).

Our core business is to provide financing and capital to the long-term healthcare industry with a particular focus on SNFs, 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.

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.

Omega has one reportable segment consisting of investments in healthcare-related real estate properties located in the United States (“U.S.”), the United Kingdom (“U.K.”) and Canada.

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

Real estate loans consist of mortgage loans and other real estate loans that 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.

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.

These loans, which may be either unsecured or secured by the collateral of the borrower, are classified as non-real estate loans.

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

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.

As healthcare delivery continues to evolve, we continuously evaluate potential investments, our assets, operators and markets to position our portfolio for long-term success.

1 unchanged sentence

Outlook, Trends and Other Conditions

Our operators continue to face a number of industry challenges, including staffing shortages, which may impact certain regions more acutely, among other things, which have persisted since the COVID-19 pandemic.

Our operators continue to face a number of industry challenges, including staffing shortages in certain regions, which have persisted since the COVID-19 pandemic.

In addition, our operators have been and continue to be adversely affected by inflation-related cost increases and may be adversely impacted by recently announced global tariffs, each of which may increase expenses, exacerbate labor shortages and increase labor costs, among other adverse impacts.

2 unchanged sentences

will be effective in offsetting these incremental costs and lost revenues.

In addition, there remains uncertainty as to the impact of potential and recent regulatory changes, including the recent Medicaid changes in the One Big Beautiful Bill Act (“OBBBA”) and potential further reforms to Medicaid or Medicare and other state regulatory initiatives.

While the OBBBA does not directly lower reimbursements related to long term care providers, it may impact our operators indirectly to the extent states in which they operate reduce reimbursement levels generally.

In addition, there remains uncertainty as to the impact of recent and potential further regulatory changes, including the recent Medicaid changes in the One Big Beautiful Bill Act (“OBBBA”) and potential further reforms to Medicaid or Medicare and other state regulatory initiatives.

While the OBBBA does not directly lower reimbursements related to long term care providers, it may indirectly impact our operators to the extent states in which they operate reduce reimbursement levels generally.

This may occur as a result of reduced Medicaid funds allocated by states to long-term care providers due to lower reimbursement levels for hospitals and other healthcare providers.

6 unchanged sentences

The healthcare industry is heavily regulated.

Our U.S.-based operators, which comprise the majority of our operators, are subject to extensive and complex federal, state and local healthcare laws and regulations;

our U.K.-based operators are also subject to a variety of laws and regulations in their jurisdictions.

Our healthcare facility operators (which include our TRS entities and their managers when we use a RIDEA structure) are subject to extensive and complex federal, state and local healthcare laws and regulations in the U.S., where most of our operators are located, and in the U.K.

and Canada relating to quality of care, licensure and certificate of need, resident rights (including abuse and neglect), consumer protection, government reimbursement, fraud and abuse compliance and similar laws governing the operation of healthcare facilities.

These laws and regulations are subject to frequent and substantial changes resulting from the adoption of new legislation, rules and regulations, and administrative and judicial interpretations of existing law.

The ultimate timing or effect of these changes, which may be applied retroactively, cannot be predicted.

Changes in laws and regulations impacting our operators, in addition to regulatory non-compliance by our operators, can have a significant effect on the operations and financial condition of our operators, which in turn may adversely impact us.

There is the potential that we may be subject directly to healthcare laws and regulations because of the broad nature of some of these regulations, such as the Anti-kickback Statute and False Claims Act in the U.S., among others.

Changes in laws and regulations impacting our operators and managers, in addition to regulatory non-compliance by our operators, can have a significant effect on the operations and financial condition of our operators, which in turn may adversely impact us.

There is the potential that in our triple-net business we may be subject directly to healthcare laws and regulations because of the broad nature of some of these regulations, such as the Anti-kickback Statute and False Claims Act in the U.S., among others.

Moreover, given that certain of our arrangements are structured under RIDEA, certain healthcare fraud and abuse and data privacy laws, including those related to personal health information, could apply directly to us.

The long-term care industry continues to manage a number of challenges, including staffing shortages, which may impact certain regions more acutely, and certain expense and inflationary cost increases, all of which have persisted since the pandemic.

The ultimate impacts of these ongoing challenges may depend on future developments, including those impacts related to global tariffs, the sufficiency of reimbursement rate setting, recent changes to the Medicaid program on state reimbursement levels, potential future Medicaid and Medicare reforms and other state regulatory initiatives, as well as the continued efficacy of infection control measures and quality of care regulations, all of which are uncertain and difficult to predict and may adversely impact our business, results of operations, financial condition and cash flows.

The ultimate impacts of these ongoing challenges may depend on future developments, including those impacts related to global tariffs, the sufficiency of reimbursement rate setting, recent changes to the Medicaid program on state reimbursement levels, potential future Medicaid and Medicare reforms and other state regulatory initiatives, all of which are uncertain and difficult to predict and may adversely impact our business, results of operations, financial condition and cash flows.

A significant portion of our operators’ revenue is derived from government-funded reimbursement programs, consisting primarily of Medicare and Medicaid in the U.S.

5 unchanged sentences

The change in presidential administration and U.S.

Congressional majorities at the federal level are increasing the political focus on entitlement program changes, thereby creating uncertainty with respect to the level of government reimbursement available and the extent of industry regulation.

The July 2025 passage of the OBBBA enacted significant reforms regarding funding and operation of the Medicaid program, including an estimated $920 billion in cuts to Medicaid over the next decade, as well as additional reforms related to instituting a ten-year moratorium on federal nursing home minimum staffing requirements;

enactment of new home and community-based services (“HCBS”) waivers;

Congressional majorities at the federal level have increased the political focus on entitlement program changes and created additional uncertainty with respect to the level of government reimbursement available and the extent of industry regulation.

The July 2025 passage of the OBBBA enacted significant reforms regarding funding and operation of the Medicaid program, including an estimated $920 billion in cuts to Medicaid over the next decade, as well as additional reforms related to enactment of new home and community-based services (“HCBS”) waivers;

and freezing, rather than reducing, nursing home provider taxes.

8 unchanged sentences

Beginning July 30, 2025, CMS published aggregated performance data, including average overall Five Star ratings, health inspection ratings, staffing, and quality measure ratings for “chains” or groups of Medicare-certified nursing homes that share at least one individual or organizational owner, officer, or entity with operational/managerial control.

COVID-19 vaccination data was also removed from all nursing home profiles on the CMS Nursing Home Care Compare website as of July 2025.

Additionally, on April 22, 2024, CMS issued a final rule regarding minimum staffing requirements and increased inspections at SNFs, which would have required SNFs participating in Medicare and Medicaid to maintain certain nurse staffing and care standards.

However, the rule was subject to successful legal challenges, and in September 2025, the U.S.

Department of Health and Human Services (“HHS”) withdrew its appeals in these cases.

Further, the OBBBA included a ten-year delay on enforcement of these minimum staffing requirements, and in September 2025, the CMS submitted an interim rule with the White House Office of Management and Budget (“OMB”) which seeks to rescind the staffing mandate, subject to OMB approval.

Private Equity;

Additionally, both the U.S.

Senate and House of Representatives introduced bills in 2026 related to mandating certain staffing requirements for SNFs.

However, the likelihood of these legislative measures passing remains uncertain, and we cannot predict whether proposed or future healthcare reform legislation or regulatory changes will have a material impact on our operators’ properties or business.

Oversight of For-Profit Ownership of Healthcare Facilities;

Ownership Disclosures .

On November 15, 2023, CMS issued a final rule that requires SNFs participating in the Medicare or Medicaid programs to disclose certain ownership and managerial information regarding their relationships with certain entities that lease real estate to SNFs, including REITs, beginning May 1, 2025, which has been delayed by CMS until January 1, 2026.

The CMS announcement of the final rule noted concerns regarding the quality of care provided at SNFs owned by private equity firms, REITs and other investment firms.

Additionally, in 2024 and 2025, several U.S.

senators proposed legislation that would, if enacted, restrict certain investors, including REITs and private equity firms, from investing in healthcare facilities or impose penalties on certain landlords of or private equity investors in healthcare facilities whose operators subsequently enter into bankruptcy proceedings.

On January 8, 2025, the State of Massachusetts enacted a law that requires notification for certain transactions involving SNFs and REITs and restricts new licenses to hospitals with certain facilities leased from REITs.

Legislation with similar restrictions has been proposed in several other states.

In addition, in January 2025, HHS and the Senate Budget Committee issued reports that found private equity investment in healthcare has had negative consequences for patients and providers.

These initiatives, as well as additional calls for federal and state governmental review of the role of private equity in the U.S.

healthcare industry and proposed legislation related to certain SNF financial arrangements with REITs, if enacted, could result in additional requirements or restrictions on our operators or us.

The likelihood of any of these legislative measures passing at the federal level remains uncertain.

In November 2023, CMS issued a final rule that would have required SNFs participating in the Medicare or Medicaid programs to disclose certain ownership and managerial information regarding their relationships with certain entities that lease real estate to SNFs, including REITs, private equity firms and other investment firms, citing concerns regarding the quality of care provided at SNFs owned by such entities.

These reporting obligations were suspended indefinitely by CMS in December 2025.

Notwithstanding the suspension, calls for federal and state oversight of the role of for-profit ownership of healthcare facilities in the U.S., including certain proposed federal and state legislative and regulatory initiatives focused on hospital and SNF financial arrangements with REITs and private equity firms, have persisted.

At the federal level, in January 2025, HHS and the Senate Budget Committee issued reports that found private equity investment in healthcare has had negative consequences for patients and providers.

In addition, in recent years, several U.S.

senators have proposed legislation and conducted oversight initiatives that would, if enacted, restrict certain investors, including REITs and private equity firms, from investing in certain healthcare facilities, restrict such facilities’ receipt or use of funds received from government healthcare programs, increase financial transparency reporting obligations for such facilities and impose penalties on certain landlords or private equity investors in healthcare facilities whose operators subsequently enter into bankruptcy proceedings.

Additionally, in January 2025, the State of Massachusetts enacted a law that requires notification for certain transactions involving SNFs and REITs and restricts new licenses to hospitals with certain facilities leased from REITs.

Legislation with similar or more restrictive provisions has been proposed in several other states.

While the likelihood of any of these legislative measures passing at the federal level or in any additional U.S.

states remains uncertain, these initiatives, as well as additional calls for governmental review of the role of for-profit ownership of healthcare facilities in the U.S., including proposed legislation related to certain SNF financial arrangements with REITs, if enacted, could result in additional requirements or restrictions on our operators or us.

Reimbursement Generally

7 unchanged sentences

Since our operators’ profit margins on Medicaid patients are generally relatively low, more than modest reductions in Medicaid reimbursement or increases in the percentage of Medicaid patients have in the past, and may in the future, adversely affect our operators’ results of operations and financial condition, which in turn could adversely impact us.

On April 22, 2024, CMS issued the Ensuring Access to Medicaid Services final rule, which requires that, beginning six years after the effective date of the final rule, states generally ensure that at least 80% of Medicaid HCBS payments be put toward compensation for direct care workers.

The final rule also requires more transparency regarding how much states pay for HCBS and how those rates are set.

It is uncertain what the ultimate impact of the final rule, as well as similar initiatives at the state level, will be on providers of Medicaid HCBS services, given uncertainty related to how HCBS providers are currently spending Medicaid dollars, how many providers fall below the required 80% threshold and how well regulators can measure and track spending by HCBS providers.

In addition, it remains unclear whether similar requirements, including those establishing minimum allocations of Medicaid or other reimbursements to direct care workers, will be proposed for SNFs, ALFs and other senior care providers;

any such requirements, if enacted, could have a material adverse impact on the financial condition of our operators.

This uncertainty is further exacerbated by unknowns regarding how states will contend with federal funding losses due to the OBBBA’s Medicaid reimbursement cuts and how they will ultimately decide to reallocate funding to the extent that they want to offset the impact to other providers or Medicaid recipients.

Despite the OBBBA’s creation of a new category of waivers that would cover people who do not meet the existing requirement of needing an institutional level of care to receive HCBS, such HCBS could be scaled back at the state level as states face funding shortfalls, which may push seniors and individuals with disabilities into institutional nursing home settings.

The risk of insufficient Medicaid reimbursement rates or delays in operators receiving such reimbursements, along with possible initiatives to push residents historically cared for in SNFs to alternative settings, labor shortages in certain areas and limited regulatory support for increased levels of reimbursement in certain states, may impact us more acutely in states where we have a larger presence.

16 unchanged sentences

The full 2% Medicare sequestration went into effect as of July 1, 2022 and gradually increases to 4% from 2030 through 2031.

Further, the OBBBA, absent further legislative action, which remains uncertain given the current government shutdown, requires an automatic 4% reduction in Medicare reimbursement rates beginning in 2026 as a budget enforcement tool triggered by the OBBBA’s impact on the federal deficit.

As a part of the COVID-19 1135 waiver provisions, in 2020 CMS added physical therapy, occupational therapy and speech-language pathology to the list of approved telehealth providers for the Medicare Part B programs provided by a SNF, which also allowed for the facility to bill an originating site fee to CMS for telehealth services provided to Medicare Part B beneficiary residents of the facility when the services were provided by a physician from an alternate location through expiration of the public health emergency.

The Consolidated Appropriations Act of 2023 extended the ability of occupational therapists, physical therapists and speech-language pathologists to continue to furnish these services via telehealth and bill as distant site practitioners through September 30, 2025;

it remains uncertain whether this will be further extended through congressional action, particularly given the current government shutdown.

CMS permits physical therapists, occupational therapists and speech-language pathologists to furnish services via telehealth to Medicare Part B beneficiary residents of SNFs and to bill as distant site practitioners.

These telehealth flexibilities, which originated in 2020 under COVID-19 waiver provisions, were most recently extended through December 31, 2027 with passage of the Consolidated Appropriations Act of 2026.

Other Regulation:

9 unchanged sentences

An adverse resolution of any of these enforcement activities or investigations incurred by our operators may involve injunctive relief and/or substantial monetary penalties, either or both of which could have a material adverse effect on their reputation, business, results of operations and cash flows.

Third Quarter of 2025 and Recent Highlights

● During the three and nine months ended September 30, 2025, we acquired three facilities and 66 facilities for aggregate consideration of $77.5 million and $637.9 million, respectively.

The initial cash yield (the initial annual contractual cash rent divided by the purchase price) on these asset acquisitions was between 9.9% and 10.3%.

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

● We funded $8.0 million and $53.7 million under three and 17 new real estate loans originated during 2025 with weighted average interest rates of 10.0% and 10.3% during the three and nine months ended September 30, 2025, respectively.

Additionally, we advanced $2.1 million and $11.8 million under existing real estate loans during the three and nine months ended September 30, 2025, respectively.

Principal repayments of $2.9 million and $67.7 million were received on real estate loans during the three and nine months ended September 30, 2025, respectively.

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

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

Dispositions and Impairments

● 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, recognizing net gains of $28.2 million and $61.2 million, respectively.

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

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

Licensing and Certification.

Our operators, managers and facilities are subject to various federal, state and local licensing and certification laws and regulations, including laws and regulations under Medicare and Medicaid requiring operators of SNFs and ALFs to comply with extensive standards governing operations.

Governmental agencies administering these laws and regulations regularly inspect our operators’ facilities and investigate complaints.

Our operators and their managers receive notices of observed violations and deficiencies from time to time, and sanctions have been imposed from time to time on facilities operated by them.

In addition, many states require certain healthcare providers to obtain a certificate of need, which requires prior approval for the construction, expansion or closure of certain healthcare facilities, which has the potential to impact some of our operators’ abilities to expand or change their businesses.

Regulations .

also imposes very high levels of regulation on our U.K.-based operators.

In England, where the majority of our U.K.

operators are based, the Care Quality Commission (“CQC”) has regulatory oversight authority over the health and social care sectors and is responsible for approving, registering and inspecting our operators and the properties where they provide services.

There is also a detailed legislative and regulatory framework in the U.K.

designed to protect the vulnerable (whether by virtue of age or physical and/or mental impairment) and to prevent abuse.

Each of these regulatory regimes carries significant enforcement powers, including the ability to criminally prosecute offending operators and facilities, impose fines or revoke registrations.

Additionally, under the purview of the Competition and Markets Authority (the “CMA”), local authorities are tasked with providing and funding the care needs of eligible residents within the applicable local authority area.

There is ongoing debate and uncertainty within the U.K.

as to how growing care needs will be met and funded in the future, and it is not clear at this stage what, if any, or the extent of such, impact will be on our U.K.-based operators.

The CMA also has broad statutory authority to review acquisitions or mergers involving U.K.

based target businesses, including the authority to investigate, delay, impose conditions on or prohibit transactions involving our U.K.

First Quarter of 2026 and Recent Highlights

● During the three months ended March 31, 2026, we acquired 15 facilities for aggregate consideration of $126.4 million, including one facility that we own and operate utilizing a RIDEA structure .

● We invested $12.8 million under our construction in progress and capital improvement programs during the three months ended March 31, 2026.

● We funded $21.3 million under one new real estate loan originated during 2026 with an interest rate of 13% during the three months ended March 31, 2026.

Additionally, we advanced $6.0 million under existing real estate loans during the three months ended March 31, 2026.

We received principal repayments of $17.3 million on real estate loans during the three months ended March 31, 2026.

● 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.

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.

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.

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

● During the three months ended March 31, 2026, we sold four SNFs for $34.5 million in net cash proceeds, recognizing a net gain of $3.0 million.

Financing Activities

● During the three and nine months ended September 30, 2025, we sold 2.4 million and 16.3 million shares of common stock under our $1.25 billion At-The-Market Offering Program (“ATM Program”) and Dividend Reinvestment and Common Stock Purchase Plan (“DRCSPP”), generating aggregate gross proceeds of $89.1 million and $611.6 million, respectively.

● On September 30, 2025, the Company entered into a new credit agreement consisting of a new four-year $2.0 billion senior unsecured multicurrency revolving credit facility (the “Revolving Credit Facility”) and a three-year $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”) that was scheduled to mature on October 30, 2025.

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

The 2026 Term Loan was also amended in September 2025 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.

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

● During the three months ended March 31, 2026, we sold 2.2 million shares of common stock under our $2.0 billion At-The-Market Offering Program (“ATM Program”) and Dividend Reinvestment and Common Stock Purchase Plan (“DRCSPP”), generating aggregate gross proceeds of $107.1 million.

Other Highlights

● We funded $12.0 million and $15.9 million under three and seven new non-real estate loans originated during 2025 with weighted average interest rates of 12.8% and 12.1% during the three and nine months ended September 30, 2025, respectively.

We advanced $5.1 million and $29.7 million under existing non-real estate loans during the three and nine months ended September 30, 2025, respectively.

Principal repayments of $15.5 million and $44.1 million were received on non-real estate loans during the three and nine months ended September 30, 2025, respectively.

● We funded $29.7 million under six new non-real estate loans originated during 2026 with a weighted average interest rate of 10.8% during the three months ended March 31, 2026.

We advanced $4.7 million under existing non-real estate loans during the three months ended March 31, 2026.

Principal repayments of $17.9 million were received on non-real estate loans during the three months ended March 31, 2026.

Collectibility Issues

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

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

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

As we had no previous relationship with these new operators and collection of substantially all contractual lease payments due from the new operator was not deemed probable, we placed the new operators on a cash basis of revenue recognition concurrent with the lease commencement dates, so there were no straight-line rent receivable write-offs associated with placing these operators on a cash basis.

As of September 30, 2025, 20 operators are on a cash basis for rental revenue recognition.

These operators represent 18.5% of our total revenues for the nine months ended September 30, 2025.

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

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

of $3.3 million and $8.6 million for the three and nine months ended September 30, 2025, respectively, which were paid in full.

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

Maplewood is on a cash basis of revenue recognition for lease purposes, and we recorded rental income of $15.3 million and $43.3 million for the three and nine months ended September 30, 2025, respectively, for contractual rent payments that were received from Maplewood.

No interest income was recorded on the Maplewood secured revolving credit facility during the three and nine months ended September 30, 2025, as the loan is on non-accrual status for interest recognition.

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

● Following the effective date of LaVie Care Centers, LLC’s (“LaVie”) plan of reorganization as part of its emergence from bankruptcy, the LaVie master lease agreement with Omega was assumed by and assigned to ENDMT LLC (“Avardis”) and subsequently amended and restated.

Since assuming the lease, Avardis has paid full contractual rent of $9.4 million and $12.5 million in three and nine months ended September 30, 2025, respectively.

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

● In July 2025, Genesis Healthcare, Inc.

(“Genesis”) commenced voluntary cases under Chapter 11 of the U.S.

Bankruptcy Code in the U.S.

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

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

We provided $8.0 million of a $30.0 million junior secured DIP financing, along with other lenders, to Genesis to support sufficient liquidity to, among other things, operate its facilities during bankruptcy.

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

Genesis is on a cash basis of rental revenue recognition, we recognized rental income 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), respectively, related to Genesis during the three and nine months ended September 30, 2025.

In addition, we recognized $4.3 million and $12.6 million, respectively, 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.

As of September 30, 2025, the remaining two term loans and the DIP loan are on an accrual basis due to the collateral supporting the loans.

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

● On October 24, 2025, the Board of Directors declared a cash dividend of $0.67 per share.

The dividend will be paid on November 17, 2025 to stockholders of record as of the close of business on November 3, 2025.

● During the three months ended March 31, 2026, we had a $2.4 million straight-line receivable write-off as a result of placing one operator lease on a cash basis of revenue recognition.

As of March 31, 2026, 20 operators are on a cash basis of rental revenue recognition.

These operators represent 21.8% of our total revenues for the three months ended March 31, 2026.

● We recognized rental income of $19.4 million related to our leases with Maplewood Senior Living (along with its affiliates, “Maplewood”) during the three months ended March 31, 2026.

Maplewood elected to defer $3.6 million of contractual rent under its 17-facility lease during the three months ended March 31, 2026.

Deferred rent bears interest at 5% per annum if outstanding longer than 18 months, which is reflected in rental income when received.

No interest income was recorded on the revolving credit facility with Maplewood during the three months ended March 31, 2026.

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 is only recorded for contractual rent and interest payments that are received from Maplewood.

In April 2026, Maplewood paid $6.5 million under its lease agreements, $1.3 million of which relates to the single-facility lease for Inspir Embassy Row in Washington, D.C..

● In March 2026, we agreed to provide $26.7 million of an $80.0 million DIP loan to Genesis Healthcare, Inc.

(“Genesis”), which was used to repay the original DIP Loan and administrative costs associated with their on-going bankruptcy proceedings.

We recognized full contractual rental income of $13.3 million related to Genesis during the three months ended March 31, 2026.

In addition, we recognized interest income of $7.0 million related to loans with Genesis during the three months ended March 31, 2026.

In April 2026, Genesis paid full contractual rent and interest of $4.7 million.

● On April 23, 2026, the Board of Directors declared a cash dividend of $0.67 per share.

The dividend will be paid on May 15, 2026 to stockholders of record as of the close of business on May 4, 2026.

Results of Operations

The following is our discussion of the consolidated results of operations, financial position and liquidity and capital resources, which should be read in conjunction with our unaudited consolidated financial statements and accompanying notes.

Comparison of results of operations for the three and nine months ended September 30, 2025 and 2024 (dollars in thousands):

Comparison of results of operations for the three months ended March 31, 2026 and 2025 (dollars in thousands):

Three Months Ended

Nine Months Ended

September 30,

Rental income

Interest income

Resident fees and services

Miscellaneous income

Depreciation and amortization

Interest expense

Senior housing operating expenses

General and administrative

2 unchanged sentences

Impairment on real estate properties

Recovery for credit losses

Interest expense

Other income (expense):

Other income (expense) – net

Loss on debt extinguishment

Gain (loss) on assets sold – net

(Recovery) provision for credit losses

Other income:

Other income – net

Gain on assets sold – net

Income tax expense

(Loss) income from unconsolidated entities

Three Months Ended September 30, 2025 and 2024

The following is a description of certain of the changes in revenues for the three months ended September 30, 2025 compared to the same period in 2024:

● The increase in rental income was primarily the result of (i) a $26.4 million increase related to facility acquisitions made throughout 2024 and 2025, lease extensions and other rent escalations, (ii) an $8.1 million net increase in rental income from cash basis operators, primarily related to Maplewood, as a result of receiving higher cash rent payments period over period from these operators, (iii) a $2.4 million increase related to higher rental income from our leases with operators in the U.K.

Income from unconsolidated entities

The following is a description of certain of the changes in revenues for the three months ended March 31, 2026 compared to the same period in 2025:

● The increase in rental income was primarily the result of (i) a $22.0 million increase related to facility acquisitions made throughout 2025 and 2026, lease extensions and other rent escalations, (ii) a $5.4 million net increase in rental income from cash basis operators, primarily related to Maplewood, as a result of receiving higher cash rent payments period over period from these operators, (iii) a $3.1 million increase related to higher rental income from our leases with operators in the U.K.

primarily due to the strengthening of the British Pound Sterling against the U.S.

Dollar and (iv) a $1.1 million increase resulting from a straight-line receivable write-off in the third quarter of 2024, partially offset by a $4.9 million net decrease related to the impact of facility transitions and sales.

● The increase in interest income was primarily due to (i) a $6.9 million increase related to new loans and additional fundings on existing loans made throughout 2024 and 2025 and (ii) a $0.4 million increase related to loans on non-accrual status in which we have recognized higher interest income period over period as a result of receiving higher cash payments, partially offset by a $2.5 million decrease related to principal repayments on our loans during 2024 and 2025.

The following is a description of certain of the changes in our expenses for the three months ended September 30, 2025 compared to the same period in 2024:

Dollar and (iv) a $10.0 million lease inducement provided to a cash basis operator that was recorded as a reduction to rental income in the first quarter of 2025, partially offset by a $2.4 million decrease resulting from a straight-line receivable write-off in the first quarter of 2026.

● The increase in interest income was primarily due to (i) a $4.7 million increase related to new loans and additional fundings on existing loans made throughout 2025 and 2026 and (ii) a $0.6 million increase related to loans on non-accrual status in which we have recognized higher interest income period over period as a result of receiving higher cash payments throughout 2025 and 2026, partially offset by a $3.3 million decrease related to principal repayments on our loans during 2026 and 2025.

● The increase in resident fees and services relates to operating revenue from facilities that we own and operate utilizing a RIDEA structure.

The following is a description of certain of the changes in our expenses for the three months ended March 31, 2026 compared to the same period in 2025:

● The increase in depreciation and amortization expense primarily relates to facility acquisitions and capital additions, partially offset by facility sales.

● The increase in general and administrative (“G&A”) expense primarily relates to an increase in payroll and benefits and an increase in professional service costs.

● The decrease in acquisition, merger and transition related costs primarily relates to costs incurred related to (i) transition costs following our acquisition of the remaining 51% interest in the Cindat Joint Venture and (ii) the transition of facilities with troubled operators.

● The 2025 impairments were recognized in connection with two held for use facilities.

The 2024 impairments were recognized in connection with two facilities that were classified as held for sale and three held for use facilities.

The 2025 and 2024 impairments were primarily the result of decisions to exit certain non-strategic facilities and/or terminate our relationships with certain non-strategic operators.

● The decrease in recovery for credit losses primarily relates to a smaller recovery in the general reserve in the third quarter of 2025 compared to same period in 2024, partially offset by a net decrease in aggregate specific provisions recorded during the third quarter of 2025 compared to same period in 2024.

● The increase in interest expense primarily relates to (i) an increase in interest due to the issuance of $600 million of 5.20% senior unsecured notes (the “2030 Senior Notes”) in June 2025 and (ii) an increase in interest due to the assumption of the £188.6 million 2026 mortgage loan (the “2026 Mortgage Loan”) as part of our acquisition of the remaining 51% interest in the Cindat Joint Venture in July 2024.

The overall increase was partially offset by (i) a net decrease in the amortization of deferred financing fees and discounts as a result of the amortization of the fair value adjustment associated with the 2026 Mortgage Loan, (ii) the repayment of $400 million of 4.50% senior notes in January 2025 and (iii) the repayment of the OP Term Loan in April 2025.

Other Income (Expense)

The increase in total other income (expense) was primarily due to (i) a $28.5 million increase in gain on assets sold related to the sale of 11 facilities in the third quarter of 2025 compared to the sale of six facilities during the same period in 2024 and (ii) a $17.9 million increase in other income – net primarily related to increased interest income on short-term investments due to higher invested cash in the third quarter of 2025 compared to the same period in 2024 and gains related to financial instruments in the third quarter of 2025.

Income Tax Expense

The increase in income tax expense was primarily due to an increase in taxable income in the U.K.

as a result of acquisitions in 2025 and 2024.

(Loss) income from unconsolidated entities

The increase in (loss) income from unconsolidated entities was primarily related to one unconsolidated joint venture, OMG Senior Housing, LLC., which sold one facility during the third quarter of 2024 for a gain.

Nine Months Ended September 30, 2025 and 2024

The following is a description of certain of the changes in revenues for the nine months ended September 30, 2025 compared to the same period in 2024:

● The increase in rental income was primarily the result of (i) an $80.4 million increase related to facility acquisitions made throughout 2024 and 2025, lease extensions and other rent escalations, (ii) a $20.3 million net increase in rental income from cash basis operators, primarily related to Maplewood, as a result of receiving higher cash rent payments period over period from these operators, (iii) a $3.7 million net increase related to the impact of facility transitions, primarily from non-paying cash basis operators to straight-line basis operators and (iv) a $5.7 million increase related to higher rental income from our leases with operators in the U.K.

primarily due to the strengthening of the British Pound Sterling against the U.S.

The increase was partially offset by (i) a $16.4 million decrease resulting from higher straight-line receivable write-offs in 2025 compared to 2024 and (ii) a $10.0 million lease inducement provided to a cash basis operator that was recorded as a reduction to rental income in the first quarter of 2025.

● The increase in interest income was primarily due to a $26.1 million increase related to new loans and additional fundings on existing loans made throughout 2024 and 2025, partially offset by (i) an $8.3 million decrease related to principal repayments on our loans during 2024 and 2025 and (ii) a $0.9 million decrease related to loans on non-accrual status in which we have recognized less interest income period over period as a result of receiving fewer cash payments.

The following is a description of certain of the changes in our expenses for the nine months ended September 30, 2025 compared to the same period in 2024:

● The increase in depreciation and amortization expense primarily relates to facility acquisitions and capital additions, partially offset by facility sales and facilities reclassified to assets held for sale.

● The increase in G&A expense primarily relates to (i) $6.6 million of incremental non-cash stock-based compensation expense and $2.2 million of incremental payroll expense related to the termination of the employment agreement of our former Chief Operating Officer in the first quarter of 2025, (ii) other increases in payroll and benefits, (iii) an increase in professional service costs and (iv) an increase in operator initiatives.

Additional information regarding the increase in stock-based compensation is disclosed in Note 14 – Stock-Based Compensation.

● The 2025 impairments were recognized in connection with four held for use facilities and two facilities that were classified as held for sale.

The 2024 impairments were recognized in connection with four facilities that were classified as held for sale and eight held for use facilities.

The 2025 and 2024 impairments were primarily the result of decisions to exit certain non-strategic facilities and/or terminate our relationships with certain non-strategic operators.

● The decrease in recovery for credit losses primarily relates to a smaller recovery in the general reserve recorded in 2025 compared to same period in 2024, partially offset by decreases in loan balances and a net decrease in aggregate specific provisions recorded during the nine months ended September 30, 2025 compared to same period in 2024.

● The decrease in interest expense primarily relates to (i) a net decrease in the amortization of deferred financing fees and discounts as a result of the amortization of the fair value adjustment associated with the 2026 Mortgage Loan, (ii) the repayment of $400 million of 4.50% senior notes in January 2025, (iii) the repayment of the OP Term Loan in April 2025, (iv) the repayment of $400 million of 4.95% senior notes in April 2024 and (v) the payoff of all remaining HUD mortgages in the first quarter of 2024.

The overall decrease was partially offset by (i) an increase in interest due to the issuance of the 2030 Senior Notes in June 2025 and (ii) an increase due to the assumption of the 2026 Mortgage Loan as part of our acquisition of the remaining 51% interest in the Cindat Joint Venture in July 2024.

Other Income (Expense)

The increase in total other income (expense) was primarily due to (i) a $49.9 million increase in gain on assets sold related to the sale of 45 facilities in 2025 compared to the sale of 15 facilities during the same period in 2024, (ii) an $26.0 million increase in other income – net primarily related to increased interest income on short-term investments due to higher invested cash in 2025 compared to the same period in 2024 and gains associated with foreign currency and financial instruments in 2025 and (iii) a $1.6 million decrease in loss on debt extinguishment related to the early repayment of nine HUD mortgages during the first quarter of 2024.

● The decrease in interest expense primarily relates to (i) the repayment of $600 million of 5.25% senior notes in October 2025, (ii) the repayment of a $428.5 million term loan in the fourth quarter of 2025, (iii) the repayment of the £188.6 million mortgage loan in November 2025 and (iv) the repayment of a $50.0 million term loan in April 2025.

The overall decrease in interest expense was partially offset by (i) a net increase in the amortization of deferred financing fees and discounts as a result of the amortization of the fair value adjustment associated with our previous £188.6 million mortgage loan in the first quarter of 2025 and (ii) an increase in interest expense due to the issuance of $600 million of 5.20% senior unsecured notes in June 2025, the funding of the $300.0 million delayed draw term loan facility (the “2028 Term Loan”) in November 2025 and increased borrowings under our $2.0 billion senior unsecured multicurrency revolving credit facility (the “Revolving Credit Facility”) during 2026.

● The increase in senior housing operating expenses relates to operating expenses from facilities that we own and operate utilizing a RIDEA structure.

● The decrease in general and administrative (“G&A”) expense primarily relates to $6.6 million of incremental non-cash stock-based compensation expense and $2.2 million of incremental payroll expense related to the termination of our former Chief Operating Officer’s employment in the first quarter of 2025, partially offset by (i) an increase in other payroll and benefits and (ii) an increase in professional service costs.

● The change in (recovery) provision for credit losses primarily relates to a smaller provision in the general reserve in the first quarter of 2026 compared to the same period in 2025 primarily resulting from decreases in loss rates utilized in the estimate of credit losses for loans partially offset by increases in loan balances, partially offset by a net increase in aggregate specific recoveries recorded during the first quarter of 2026 compared to same period in 2025.

The decrease in total other income was primarily due to (i) a $7.1 million decrease in gain on assets sold related to the sale of four facilities in the first quarter of 2026 compared to the sale of 27 facilities during the same period in 2025 and (ii) a $2.0 million decrease in other income – net primarily related to decreased interest income on short-term investments due to lower invested cash in the first quarter of 2026 compared to the same period in 2025, partially offset by gains related to financial instruments in the first quarter of 2026.

Income Tax Expense

The increase in income tax expense was primarily due to an increase in taxable income in the U.K.

The increase in income tax expense was primarily due to an increase in our taxable income in the U.K.

as a result of acquisitions in 2026 and 2025.

(Loss) income from unconsolidated entities

Income from Unconsolidated Entities

The increase in income from unconsolidated entities was primarily related to our acquisitions of a 49.0% equity interest in SHH Holdings, LLC in the fourth quarter of 2025 and a 9.9% equity interest in Saber Healthcare Holdings, LLC in the first quarter of 2026.

Funds from Operations

1 unchanged sentence

We calculate and report Nareit FFO in accordance with the definition of Funds from Operations and interpretive guidelines issued by the National Association of Real Estate Investment Trusts (“Nareit”).

Nareit FFO is defined as net income (computed in accordance with GAAP), adjusted for the effects of asset dispositions and certain non-cash items, primarily depreciation and amortization and impairment on real estate assets, and after adjustments for unconsolidated partnerships and joint ventures and changes in the fair value of warrants.

Adjustments for unconsolidated partnerships and joint ventures are calculated to reflect funds from operations on the same basis.

Adjustments for unconsolidated partnerships and JVs are calculated to reflect funds from operations on the same basis.

Revenue recognized based on the application of security deposits and letters of credit or based on the ability to offset against other financial instruments is included within Nareit FFO.

3 unchanged sentences

Nareit FFO herein is not necessarily comparable to Nareit FFO of other REITs that do not use the same definition or implementation guidelines or interpret the standards differently from us.

We further believe that by excluding the effect of depreciation, amortization, impairment on real estate assets and gains or losses from sales of real estate, all of which are based on historical costs and which may be of limited relevance in evaluating current performance, Nareit FFO can facilitate comparisons of operating performance between periods.

We offer this measure to assist the users of our financial statements in evaluating our financial performance under GAAP, and Nareit FFO should not be considered a measure of liquidity or cash flow, an alternative to net income or an indicator of any other performance measure determined in accordance with GAAP.

We offer this measure to assist the users of our financial statements in evaluating our financial performance under GAAP, and Nareit FFO should not be considered a measure of liquidity, an alternative to net income or an indicator of any other performance measure determined in accordance with GAAP.

Investors and potential investors in our securities should not rely on this measure as a substitute for any GAAP measure, including net income.

The following table presents our Nareit FFO results for the three and nine months ended September 30, 2025 and 2024:

Three Months Ended

Nine Months Ended

(in thousands)

The following table presents our Nareit FFO results for the three months ended March 31, 2026 and 2025:

Three Months Ended March 31,

(in thousands)

(Deduct gain) add back loss from real estate dispositions

Deduct gain from real estate dispositions - unconsolidated entities

Deduct gain from real estate dispositions

Elimination of non-cash items included in net income:

4 unchanged sentences

Sources and Uses

Our primary sources of cash include rental income and interest receipts, existing availability under our Revolving Credit Facility, proceeds from our DRCSPP and ATM Program, facility sales, the issuance of additional debt, including unsecured notes and term loans, and proceeds from real estate loan and non-real estate loan payoffs.

Our primary sources of cash include rental income, interest receipts, existing availability under our Revolving Credit Facility, proceeds from our DRCSPP and ATM Program, facility sales, distributions from unconsolidated entities, the issuance of additional debt, including unsecured notes and term loans and proceeds from real estate loan and non-real estate loan payoffs.

We anticipate that these sources will be adequate to fund our cash flow needs through the next twelve months, which include common stock dividends and distributions to noncontrolling interest members, debt service payments (including principal and interest), real estate investments (including facility acquisitions, capital improvement programs and other capital expenditures), real estate loan and non-real estate loan advances and normal recurring G&A expenses (primarily consisting of employee payroll and benefits and expenses relating to third parties for legal, consulting and audit services).

Capital Structure

At September 30, 2025, we had total assets of $10.6 billion, total equity of $5.2 billion and total debt of $5.0 billion in our consolidated financial statements, with such debt representing 48.9% of total capitalization.

At September 30, 2025 and December 31, 2024, the weighted average annual interest rate of our debt was 4.6%.

Additionally, as of September 30, 2025, 95.1% of our debt with outstanding principal balances has fixed interest payments after reflecting the impact of interest rate swaps that are designated as cash flow hedges.

As of September 30, 2025, we had long-term credit ratings of Baa3 from Moody’s and BBB- from S&P Global and Fitch.

At March 31, 2026, we had total assets of $10.2 billion, total equity of $5.5 billion and total debt of $4.5 billion in our consolidated financial statements, with such debt representing 45.1% of total capitalization.

At March 31, 2026 and December 31, 2025, the weighted average annual interest rate of our debt was 4.2%.

Additionally, as of March 31, 2026, 90.5% of our debt with outstanding principal balances has fixed interest payments after reflecting the impact of interest rate swaps that are designated as cash flow hedges.

As of March 31, 2026, we had long-term credit ratings of Baa3 from Moody’s and BBB- from S&P Global and Fitch.

Credit ratings impact our ability to access capital and directly impact our cost of capital as well.

For example, our Revolving Credit Facility accrues interest and fees at a rate per annum equal to SOFR plus a margin that depends upon our credit rating.

A downgrade in credit ratings by Moody’s, S&P Global and/or Fitch may have a negative impact on the interest rates and fees for our Revolving Credit Facility, the 2028 Term Loan and the 2026 Term Loan.

On June 20, 2025, Omega issued 2030 Senior Notes that mature on July 1, 2030 and bear interest at a fixed rate of 5.200% per annum, payable semi-annually on January 1 and July 1 of each year, commencing on January 1, 2026.

The 2030 Senior Notes were sold at an issue price of 99.118% of their face value, resulting in a discount of $5.3 million.

We incurred $5.6 million of deferred costs in connection with the issuance.

In July 2025, the maturity date of the 2026 Term Loan was extended from August 8, 2025 to August 8, 2026.

We have one remaining option to extend the maturity date of the 2026 Term Loan for an additional 12-month period.

On September 30, 2025, Omega entered into a new credit agreement (the “2025 Omega Credit Agreement”) consisting of the Revolving Credit Facility and the 2028 Term Loan, replacing the 2021 Revolving Credit Facility.

The 2026 Term Loan was also amended on September 30, 2025 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.

We incurred $19.8 million of deferred costs in connection with the 2025 Omega Credit Agreement.

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

A downgrade in our credit ratings by Moody’s, S&P Global and/or Fitch may have a negative impact on the interest rates and fees for our Revolving Credit Facility and the 2028 Term Loan.

Our next senior unsecured note maturity is the $700.0 million of 4.50% senior unsecured notes that mature in April 2027.

We also have the 2026 Mortgage Loan, with $245.9 million outstanding as of September 30, 2025, that matures in August 2026 but can be repaid as early as November 2025 without penalty.

As of September 30, 2025, we had $737.2 million of cash and cash equivalents on our Consolidated Balance Sheets, $540.1 million of potential common share issuances remaining under the ATM Program, $2.0 billion of availability under our Revolving Credit Facility and $300.0 million of availability under our 2028 Term Loan.

As of March 31, 2026, we had $26.1 million of cash and cash equivalents on our Consolidated Balance Sheets, $1.9 billion of potential common share issuances remaining under the ATM Program and $1.6 billion of availability under our Revolving Credit Facility.

This combination of liquidity sources, along with cash from operating activities, provides us with the ability to repay our upcoming debt maturities.

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

As of September 30, 2025 and December 31, 2024, we were in compliance with all affirmative and negative covenants, including financial covenants, for our secured and unsecured borrowings.

As of March 31, 2026 and December 31, 2025, we were in compliance with all affirmative and negative covenants, including financial covenants, for our secured and unsecured borrowings.

Supplemental Guarantor Information

Parent has issued $4.4 billion aggregate principal of senior notes outstanding at September 30, 2025 that were registered under the Securities Act of 1933, as amended.

Parent has issued $3.8 billion aggregate principal of senior notes outstanding at March 31, 2026 that were registered under the Securities Act of 1933, as amended.

The senior notes are guaranteed by Omega OP.

Rule 3-10 and Rule 13-01 of Regulation S-X permit registrants to provide certain alternative financial and non-financial disclosures, to the extent material, in lieu of separate financial statements for subsidiary issuers and guarantors of registered debt securities.

The SEC adopted amendments to Rule 3-10 of Regulation S-X and created Rule 13-01 to simplify disclosure requirements related to certain registered securities, such as our senior notes.

As a result of these amendments, registrants are permitted to provide certain alternative financial and non-financial disclosures, to the extent material, in lieu of separate financial statements for subsidiary issuers and guarantors of registered debt securities.

Accordingly, separate consolidated financial statements of Omega OP have not been presented.

Parent and Omega OP, on a combined basis, have no material assets, liabilities or operations other than financing activities (including borrowings under our outstanding senior notes, Revolving Credit Facility and term loans) and their investments in non-guarantor subsidiaries.

Parent and Omega OP, on a combined basis, have no material assets, liabilities or operations other than financing activities (including borrowings under the outstanding senior notes, Revolving Credit Facility and 2028 Term Loan) and their investments in non-guarantor subsidiaries.

Omega OP is currently the sole guarantor of our senior notes.

The guarantees by Omega OP of our senior notes are full and unconditional and joint and several with respect to the payment of the principal and premium and interest on our senior notes.

The guarantees by Omega OP of our senior notes are full and unconditional and joint and several with respect to the payment of the principal, premium and interest on all of our senior notes.

The guarantees of Omega OP are senior unsecured obligations of Omega OP that rank equal with all existing and future senior debt of Omega OP and are senior to all subordinated debt.

However, the guarantees are effectively subordinated to any secured debt of Omega OP.

As of September 30, 2025, there were no significant restrictions on the ability of Omega OP to make distributions to Omega.

At September 30, 2025, we had 295.5 million shares of common stock outstanding, and our shares had a market value of $12.5 billion.

The following is a summary of activity under our equity programs during the three and nine months ended September 30, 2025:

● We issued 0.2 million and 7.5 million shares of common stock under our ATM Program for aggregate gross proceeds of $8.6 million and $280.9 million during the three and nine months ended September 30, 2025, respectively.

As of March 31, 2026, there were no significant restrictions on the ability of Omega OP to make distributions to Omega.

At March 31, 2026, we had 297,797 thousand shares of common stock outstanding, and our shares had a market value of $13.0 billion.

The following is a summary of activity under our equity programs during the three months ended March 31, 2026:

● We issued 2.2 million shares of common stock under our ATM Program for aggregate gross proceeds of $106.7 million during the three months ended March 31, 2026 .

We did not utilize the forward provisions under the ATM Program.

We have $540.1 million of potential common share issuances remaining under the ATM Program as of September 30, 2025.

● We issued 2.1 million and 8.8 million shares of common stock under the DRCSPP during the three and nine months ended September 30, 2025, respectively.

Aggregate gross proceeds from these sales were $80.5 million and $330.7 million during the three and nine months ended September 30, 2025, respectively.

● We did not repurchase any shares of our outstanding common stock under the $500 Million Stock Repurchase Program, which expired in March 2025.

We have $1.9 billion of potential common share issuances remaining under the ATM Program as of March 31, 2026 .

● We issued 9 thousand shares of common stock under the DRCSPP for aggregate gross proceeds of $0.4 million during the three months ended March 31, 2026 .

As a REIT, we are required to distribute dividends (other than capital gain dividends) to our stockholders in an amount at least equal to (A) the sum of (i) 90% of our “REIT taxable income” (computed without regard to the dividends paid deduction and our net capital gain), and (ii) 90% of the net income (after tax), if any, from foreclosure property, minus (B) the sum of certain items of non-cash income.

3 unchanged sentences

To the extent that we do not distribute all of our net capital gain or distribute at least 90%, but less than 100% of our “REIT taxable income” as adjusted, we will be subject to tax thereon at regular corporate rates.

For the nine months ended September 30 , 2025, we paid dividends of $582.0 million to our common stockholders.

For the three months ended March 31, 2026 , we paid dividends of $198.4 million to our common stockholders.

On February 17, 2026, we paid dividends of $0.67 per outstanding common share to the common stockholders of record as of the close of business on February 9, 2026.

On May 15, 2025, we paid dividends of $0.67 per outstanding common share to the common stockholders of record as of the close of business on May 5, 2025.

On August 15, 2025, we paid dividends of $0.67 per outstanding common share to the common stockholders of record as of the close of business on August 4, 2025.

Material Cash Requirements

During the nine months ended September 30 , 2025, other than the issuance of the 2030 Senior Notes and entering in to the 2025 Omega Credit Agreement discussed above, there were no significant changes to our material cash requirements from those disclosed in the section “Management’s Discussion and Analysis of Financial Condition and Results of Operations” in our Annual Report on Form 10-K for the year ended December 31, 2024.

As of September 30, 2025, we had $221.0 million of commitments to fund the construction of new facilities, capital improvements and other commitments under lease agreements.

During the three months ended March 31, 2026 , there were no significant changes to our material cash requirements from those disclosed in the section “Management’s Discussion and Analysis of Financial Condition and Results of Operations” in our Annual Report on Form 10-K for the year ended December 31, 2025.

As of March 31, 2026 , we had $201.6 million of commitments to fund the construction of new facilities, capital improvements and other commitments under lease agreements.

Additionally, we have commitments to fund $84.4 million of advancements under existing real estate loans and $49.0 million of advancements under existing non-real estate loans.

These commitments are expected to be funded over the next several years and are dependent upon the operators’ election to use the commitments.

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

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

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

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

Other Arrangements

We own interests in certain unconsolidated joint ventures as described in Note 9 to the Consolidated Financial Statements – Investments in Joint Ventures.

Our risk of loss is generally limited to our investment in the joint venture and any outstanding loans receivable.

We own interests in certain unconsolidated JVs as described in Note 9 to the Consolidated Financial Statements – Investments in Unconsolidated Entities.

Our risk of loss is generally limited to our investment in the JV and any outstanding loans receivable.

We use derivative instruments to hedge interest rate and foreign currency exchange rate exposure as discussed in Note 16 – Derivatives and Hedging.

Cash Flow Summary

Cash, cash equivalents and restricted cash totaled $775.0 million as of September 30 , 2025, an increase of $226.3 million as compared to the balance at December 31, 2024.

The following is a summary of our sources and uses of cash flows for the nine months ended September 30 , 2025 as compared to the nine months ended September 30, 2024 (dollars in thousands):

Nine Months Ended September 30,

Cash, cash equivalents and restricted cash totaled $53.3 million as of March 31, 2026 , a decrease of $1.2 million as compared to the balance at December 31, 2025.

The following is a summary of our sources and uses of cash flows for the three months ended March 31, 2026 as compared to the three months ended March 31, 2025 (dollars in thousands):

Three Months Ended March 31,

Increase/(Decrease)

3 unchanged sentences

Financing activities

The following is a discussion of changes in cash, cash equivalents and restricted cash for the nine months ended September 30 , 2025 compared to the nine months ended September 30, 2024.

Operating Activities – The increase in net cash provided by operating activities is driven primarily by an increase of $128.2 million of net income, net of $7.9 million of non-cash items, primarily due to a year over year increase in rental income and interest income as discussed in our material changes analysis under Results of Operations above.

Investing Activities – The increase in cash used in investing activities primarily related to (i) a $398.0 million increase in real estate acquisitions primarily as a result of a 45-facility acquisition in the U.K.

and Bailiwick of Jersey in the second quarter of 2025, (ii) a $76.8 million increase in investments in unconsolidated entities, (iii) a $4.1 million increase in capital improvements to real estate investments and construction in progress and (iv) a $3.8 million decrease in proceeds from derivative instruments related to the termination of two foreign currency forward contracts during the first quarter of 2024.

The overall increase in cash used in investing activities was partially offset by (i) a $195.3 million increase in proceeds from the sales of real estate investments, (ii) a $138.8 million decrease in loan placements, net of repayments as a result of fewer new loans advanced in 2025 compared to 2024 and paydowns on mortgage loans due from Ciena Healthcare Management, Inc.

and on other loans during the nine months ended September 30, 2025, (iii) a $7.1 million increase in distributions from unconsolidated entities in excess of earnings and (iv) a $2.8 million increase in receipts from insurance proceeds.

Financing Activities – The increase in cash provided by financing activities primarily related to a $627.2 million decrease in repayments on long-term borrowings, net of proceeds.

The overall increase in cash provided by financing activities was partially offset by (i) a $194.4 million increase in net proceeds from issuance of common stock as a result of increased volume under our ATM Program and DRCSPP, (ii) a $78.0 million increase in dividends paid primarily related to share issuances during 2024 and 2025, (iii) a $18.7 million increase in payment of financing related costs related to the 2025 Omega Credit Agreement entered into in September 2025, (iv) a $10.5 million increase in distributions to Omega OP Unit holders and (v) a $5.8 million increase in redemption of Omega OP Units.

The following is a discussion of changes in cash, cash equivalents and restricted cash for the three months ended March 31, 2026 compared to the three months ended March 31, 2025 .

Operating Activities – The increase in net cash provided by operating activities is driven primarily by an increase of $33.5 million in net income, net of $13.1 million of non-cash items, primarily due to a year over year increase in rental income, interest income and resident fees and services as discussed in our material changes analysis under Results of Operations above.

Investing Activities – The increase in cash used in investing activities primarily related to (i) a $97.1 million increase in loan placements, net of repayments, as a result of more new loans advanced in 2026 compared to 2025 and paydowns on mortgage loans due from Ciena Healthcare Management, Inc.

and on other loans during the first quarter of 2025, (ii) a $96.0 million increase in investments in unconsolidated entities, (iii) an $86.4 million decrease in proceeds from the sales of real estate investments and (iv) a $66.6 million increase in real estate acquisitions.

The overall increase in cash used in investing activities was partially offset by (i) the funding of a $30.1 million acquisition deposit in the first quarter of 2025 for an asset acquisition that closed in April 2025, (ii) a $22.4 million decrease in capital improvements to real estate investments and construction in progress, (iii) a $2.2 million increase in distributions from unconsolidated entities in excess of earnings and (iv) a $1.3 million increase in receipts from insurance proceeds.

Financing Activities – The increase in cash provided by financing activities primarily related to a $583.6 million increase in proceeds on long-term borrowings, net of repayments.

The overall increase in cash provided by financing activities was partially offset by (i) a $155.8 million decrease in net proceeds from issuance of common stock as a result of decreased volume under our ATM Program and DRCSPP, (ii) a $13.3 million increase in redemption of Omega OP Units, (iii) a $9.2 million increase in dividends paid primarily related to common stock issuances during 2025 and 2026 and (iv) a $2.9 million increase in distributions to Omega OP Unit holders due to the issuance of Omega OP Units in exchange for a 49% equity interest in SHH Holdings, LLC in the fourth quarter of 2025.

Critical Accounting Policies and Estimates

7 unchanged sentences

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

What changed 10-Q

Item 2. Management’s Discussion and Analysis