OMEGA HEALTHCARE INVESTORS INC 10-Q

Item 1 - Financial Statements OMEGA HEALTHCARE INVESTORS, INC. CONSOLIDATED BALANCE SHEETS (in thousands, except per share amounts) ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ March 31, ​ ​ ​ December 31, ​ ​ ​ ​ 2026 ​ ​ ​ 2025 ​ ​ (Unaudited) ​ ​ ​ ASSETS ​ ​ ​ ​ ​ Real estate assets ​ ​ ​ ​ Buildings and improvements ​ $ 7,696,967 $ 7,901,652 Land ​ ​ 1,160,474 ​ ​ 1,179,463 Furniture and equipment ​ ​ 531,005 ​ ​ 539,775 Construction in progress ​ ​ 11,991 ​ ​ 12,492 Total real estate assets ​ ​ 9,400,437 ​ ​ 9,633,382 Less accumulated depreciation ​ ( 2,930,373 ) ( 2,930,611 ) Real estate assets – net ​ 6,470,064 6,702,771 Real estate loans receivable – net ​ 1,389,666 1,380,949 Investments in unconsolidated entities ​ 507,720 414,127 Assets held for sale ​ 233,128 4,000 Total real estate investments ​ ​ 8,600,578 ​ ​ 8,501,847 Non-real estate loans receivable – net ​ 354,953 330,322 Total investments ​ 8,955,531 8,832,169 ​ ​ ​ ​ ​ ​ ​ Cash and cash equivalents ​ 26,149 27,024 Restricted cash ​ 27,172 27,539 Contractual and other receivables – net ​ 292,141 280,774 Goodwill ​ 644,352 644,626 Other assets ​ 289,206 236,927 Total assets ​ $ 10,234,551 $ 10,049,059 ​ ​ ​ ​ ​ ​ ​ LIABILITIES AND EQUITY ​ ​ ​ Revolving credit facility ​ $ 425,000 $ 242,000 Senior notes and other unsecured borrowings – net ​ 4,016,289 4,014,011 Accrued expenses and other liabilities ​ 338,243 352,549 Total liabilities ​ 4,779,532 4,608,560 ​ ​ ​ ​ ​ ​ ​ Preferred stock $ 1.00 par value authorized – 20,000 shares, issued and outstanding – none ​ ​ — ​ ​ — Common stock $ 0.10 par value authorized – 700,000 shares, issued and outstanding – 297,797 shares as of March 31, 2026 and 295,539 shares as of December 31, 2025 ​ 29,779 ​ 29,553 Additional paid-in capital ​ 8,775,469 ​ 8,693,033 Cumulative net earnings ​ 4,828,141 ​ 4,677,092 Cumulative dividends paid ​ ( 8,495,911 ) ​ ( 8,297,416 ) Accumulated other comprehensive income ​ 54,004 ​ 79,037 Total stockholders’ equity ​ 5,191,482 ​ 5,181,299 Noncontrolling interest ​ 263,537 ​ 259,200 Total equity ​ 5,455,019 ​ 5,440,499 Total liabilities and equity ​ $ 10,234,551 $ 10,049,059 ​ See notes to consolidated financial statements . 2 Table of Contents OMEGA HEALTHCARE INVESTORS, INC. CONSOLIDATED STATEMENTS OF OPERATIONS Unaudited (in thousands, except per share amounts) ​ ​ ​ ​ ​ ​ ​ ​ ​ Three Months Ended ​ ​ ​ ​ March 31, ​ ​ ​ ​ 2026 ​ ​ ​ 2025 Revenues ​ ​ ​ ​ ​ ​ Rental income ​ $ 270,617 ​ $ 232,178 Interest income ​ 45,155 ​ 43,116 Resident fees and services ​ ​ 6,657 ​ ​ — Miscellaneous income ​ 526 ​ 1,491 Total revenues ​ 322,955 ​ 276,785 ​ ​ ​ ​ ​ ​ ​ Expenses ​ ​ ​ ​ Depreciation and amortization ​ 84,140 ​ 79,875 Interest expense ​ 49,755 ​ 52,280 Senior housing operating expenses ​ ​ 5,427 ​ ​ — General and administrative ​ 26,020 ​ 32,057 Real estate taxes ​ ​ 3,583 ​ ​ 3,311 Acquisition, merger and transition related costs ​ 1,114 ​ 1,464 Impairment on real estate properties ​ 392 ​ 1,235 (Recovery) provision for credit losses ​ ( 3,294 ) ​ 5,092 Total expenses ​ 167,137 ​ 175,314 ​ ​ ​ ​ ​ ​ ​ Other income ​ ​ ​ ​ Other income – net ​ 1,076 ​ 3,047 Gain on assets sold – net ​ ​ 3,024 ​ ​ 10,075 Total other income ​ 4,100 ​ 13,122 ​ ​ ​ ​ ​ ​ ​ Income before income tax expense and income from unconsolidated entities ​ 159,918 ​ 114,593 Income tax expense ​ ( 5,106 ) ​ ( 3,611 ) Income from unconsolidated entities ​ 3,764 ​ 1,078 Net income ​ 158,576 ​ 112,060 Net income attributable to noncontrolling interest ​ ( 7,527 ) ​ ( 3,028 ) Net income available to common stockholders ​ $ 151,049 ​ $ 109,032 ​ ​ ​ ​ ​ ​ ​ Earnings per common share available to common stockholders: ​ ​ ​ ​ Basic: ​ ​ ​ ​ Net income available to common stockholders ​ $ 0.47 ​ $ 0.34 Diluted: ​ ​ ​ ​ Net income available to common stockholders ​ $ 0.47 ​ $ 0.33 ​ See notes to consolidated financial statements . ​ 3 Table of Contents OMEGA HEALTHCARE INVESTORS, INC. CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME Unaudited (in thousands) ​ ​ ​ ​ ​ ​ ​ ​ ​ Three Months Ended ​ ​ ​ ​ March 31, ​ ​ ​ ​ 2026 ​ ​ ​ 2025 Net income ​ $ 158,576 ​ $ 112,060 Other comprehensive income (loss) ​ ​ ​ ​ Foreign currency translation ​ ( 25,740 ) ​ 25,371 Cash flow hedges ​ ( 564 ) ​ ( 4,961 ) Total other comprehensive (loss) income ​ ( 26,304 ) ​ 20,410 Comprehensive income ​ 132,272 ​ 132,470 Comprehensive income attributable to noncontrolling interest ​ ( 6,256 ) ​ ( 3,603 ) Comprehensive income attributable to common stockholders ​ $ 126,016 ​ $ 128,867 ​ See notes to consolidated financial statements. ​ ​ 4 Table of Contents OMEGA HEALTHCARE INVESTORS, INC. CONSOLIDATED STATEMENTS OF EQUITY Three Months Ended March 31, 2026 and 2025 Unaudited (in thousands, except per share amounts) ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Accumulated ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Common ​ Additional ​ Cumulative ​ Cumulative ​ Other ​ Total ​ ​ ​ ​ ​ ​ Stock ​ Paid-in ​ Net ​ Dividends ​ Comprehensive ​ Stockholders’ ​ Noncontrolling ​ Total ​ ​ ​ ​ Par Value ​ ​ ​ Capital ​ ​ ​ Earnings ​ ​ ​ Paid ​ ​ ​ Income (loss) ​ ​ ​ Equity ​ ​ ​ Interest ​ ​ ​ Equity Balance at December 31, 2025 ​ $ 29,553 ​ $ 8,693,033 ​ $ 4,677,092 ​ $ ( 8,297,416 ) ​ $ 79,037 ​ $ 5,181,299 ​ $ 259,200 ​ $ 5,440,499 Stock related compensation ​ ​ — ​ ​ 10,667 ​ ​ — ​ ​ — ​ ​ — ​ ​ 10,667 ​ ​ — ​ ​ 10,667 Issuance of common stock ​ ​ 226 ​ ​ 104,656 ​ ​ — ​ ​ — ​ ​ — ​ ​ 104,882 ​ ​ — ​ ​ 104,882 Common dividends declared ($ 0.67 per share) ​ ​ — ​ ​ — ​ ​ — ​ ​ ( 198,495 ) ​ ​ — ​ ​ ( 198,495 ) ​ ​ — ​ ​ ( 198,495 ) Issuance of OP Units ​ ​ — ​ ​ ( 32,887 ) ​ ​ — ​ ​ — ​ ​ — ​ ​ ( 32,887 ) ​ ​ 32,887 ​ ​ — Exchange and redemption of Omega OP Units ​ ​ — ​ ​ — ​ ​ — ​ ​ — ​ ​ — ​ ​ — ​ ​ ( 13,276 ) ​ ​ ( 13,276 ) Omega OP Units distributions ​ ​ — ​ ​ — ​ ​ — ​ ​ — ​ ​ — ​ ​ — ​ ​ ( 21,530 ) ​ ​ ( 21,530 ) Other comprehensive loss ​ ​ — ​ ​ — ​ ​ — ​ ​ — ​ ​ ( 25,033 ) ​ ​ ( 25,033 ) ​ ​ ( 1,271 ) ​ ​ ( 26,304 ) Net income ​ ​ — ​ ​ — ​ ​ 151,049 ​ ​ — ​ ​ — ​ ​ 151,049 ​ ​ 7,527 ​ ​ 158,576 Balance at March 31, 2026 ​ $ 29,779 ​ $ 8,775,469 ​ $ 4,828,141 ​ $ ( 8,495,911 ) ​ $ 54,004 ​ $ 5,191,482 ​ $ 263,537 ​ $ 5,455,019 ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Balance at December 31, 2024 ​ $ 27,912 ​ $ 7,915,873 ​ $ 4,086,907 ​ $ ( 7,516,750 ) ​ $ 22,731 ​ $ 4,536,673 ​ $ 194,166 ​ $ 4,730,839 Stock related compensation ​ ​ — ​ ​ 15,878 ​ ​ — ​ ​ — ​ ​ — ​ ​ 15,878 ​ ​ — ​ ​ 15,878 Issuance of common stock ​ ​ 711 ​ ​ 260,012 ​ ​ — ​ ​ — ​ ​ — ​ ​ 260,723 ​ ​ — ​ ​ 260,723 Common dividends declared ($ 0.67 per share) ​ ​ — ​ ​ — ​ ​ — ​ ​ ( 189,284 ) ​ ​ — ​ ​ ( 189,284 ) ​ ​ — ​ ​ ( 189,284 ) Issuance of OP Units ​ ​ — ​ ​ ( 11,922 ) ​ ​ — ​ ​ — ​ ​ — ​ ​ ( 11,922 ) ​ ​ 11,922 ​ ​ — Omega OP Units distributions ​ ​ — ​ ​ — ​ ​ — ​ ​ — ​ ​ — ​ ​ — ​ ​ ( 18,603 ) ​ ​ ( 18,603 ) Other comprehensive income ​ ​ — ​ ​ — ​ ​ — ​ ​ — ​ ​ 19,835 ​ ​ 19,835 ​ ​ 575 ​ ​ 20,410 Net income ​ ​ — ​ ​ — ​ ​ 109,032 ​ ​ — ​ ​ — ​ ​ 109,032 ​ ​ 3,028 ​ ​ 112,060 Balance at March 31, 2025 ​ $ 28,623 ​ $ 8,179,841 ​ $ 4,195,939 ​ $ ( 7,706,034 ) ​ $ 42,566 ​ $ 4,740,935 ​ $ 191,088 ​ $ 4,932,023 ​ See notes to consolidated financial statements. ​ ​ ​ ​ 5 Table of Contents OMEGA HEALTHCARE INVESTORS, INC. CONSOLIDATED STATEMENTS OF CASH FLOWS Unaudited (in thousands) ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Three Months Ended March 31, ​ ​ ​ ​ 2026 ​ ​ ​ 2025 Cash flows from operating activities ​ ​ ​ ​ Net income ​ $ 158,576 ​ $ 112,060 Adjustment to reconcile net income to net cash provided by operating activities: ​ ​ ​ ​ Depreciation and amortization ​ 84,140 ​ 79,875 Impairment on real estate properties ​ 392 ​ 1,235 Straight-line rent and other write-offs ​ ​ 2,377 ​ ​ 10,000 (Recovery) provision for credit losses ​ ( 3,294 ) ​ 5,092 Amortization of deferred financing costs and loss on debt extinguishment ​ 3,404 ​ 1,380 Stock-based compensation expense ​ 10,592 ​ 15,812 Gain on assets sold – net ​ ( 3,024 ) ​ ( 10,075 ) Straight-line receivables ​ ( 13,215 ) ​ ( 12,583 ) Interest paid-in-kind ​ ​ ( 6,551 ) ​ ​ ( 2,471 ) Loss (income) from unconsolidated entities ​ ​ 3 ​ ​ ( 121 ) Other non-cash items ​ 522 ​ 255 Change in operating assets and liabilities – net: ​ ​ ​ ​ Contractual receivables ​ ( 2,951 ) ​ ( 1,425 ) Other operating assets and liabilities ​ ( 15,469 ) ​ ( 17,082 ) Net cash provided by operating activities ​ 215,502 ​ 181,952 Cash flows from investing activities ​ ​ ​ ​ Acquisition deposit ​ — ​ ( 30,111 ) Acquisition of real estate ​ ( 124,995 ) ​ ( 58,365 ) Net proceeds from sale of real estate investments ​ 34,488 ​ 120,881 Investments in construction in progress ​ ( 4,064 ) ​ ( 15,081 ) Investment in loan receivables and other ​ ( 112,205 ) ​ ( 41,111 ) Collection of loan principal ​ 36,716 ​ 62,757 Investments in unconsolidated entities ​ ​ ( 96,996 ) ​ ​ ( 1,014 ) Distributions from unconsolidated entities in excess of earnings ​ 3,400 ​ 1,156 Capital improvements to real estate investments ​ ( 8,758 ) ​ ( 20,173 ) Proceeds from foreign currency forward contracts ​ 735 ​ — Receipts from insurance proceeds ​ 1,666 ​ 322 Net cash (used in) provided by investing activities ​ ( 270,013 ) ​ 19,261 Cash flows from financing activities ​ ​ ​ ​ Proceeds from borrowings ​ 719,000 ​ — Payments of borrowings ​ ( 536,000 ) ​ ( 400,600 ) Payments of financing related costs ​ ( 333 ) ​ — Net proceeds from issuance of common stock ​ 104,882 ​ 260,723 Dividends paid ​ ( 198,420 ) ​ ( 189,218 ) Redemption of Omega OP Units ​ ​ ( 13,276 ) ​ ​ — Distributions to Omega OP Unit Holders ​ ( 21,530 ) ​ ( 18,603 ) Net cash provided by (used in) financing activities ​ 54,323 ​ ( 347,698 ) Effect of foreign currency translation on cash, cash equivalents and restricted cash ​ ( 1,054 ) ​ 1,822 Decrease in cash, cash equivalents and restricted cash ​ ( 1,242 ) ​ ( 144,663 ) Cash, cash equivalents and restricted cash at beginning of period ​ 54,563 ​ 548,735 Cash, cash equivalents and restricted cash at end of period ​ $ 53,321 ​ $ 404,072 ​ See notes to consolidated financial statements . ​ ​ 6 Table of Contents OMEGA HEALTHCARE INVESTORS, INC. NOTES TO CONSOLIDATED FINANCIAL STATEMENTS Unaudited March 31, 2026 ​ NOTE 1 – BASIS OF PRESENTATION AND SIGNIFICANT ACCOUNTING POLICIES Business Overview and Organization Omega Healthcare Investors, Inc. (“Parent”), is a Maryland corporation that, together with its consolidated subsidiaries (collectively, “Omega”, the “Company”, “we”, “our” or “us”) invests in healthcare-related real estate properties located in the United States (“U.S.”), the United Kingdom (“U.K.”) and Canada. Our core business is to provide financing and capital to the long-term healthcare industry with a particular focus on skilled nursing facilities (“SNFs”), assisted living facilities (“ALFs”), including care homes in the U.K., and to a lesser extent, independent living facilities (“ILFs”), rehabilitation and acute care facilities (“specialty facilities”) and continuing care retirement communities (“CCRCs”). Our core portfolio consists of our long-term “triple-net” leases and real estate loans with healthcare operating companies and affiliates (collectively, our “operators”). Additionally, during the fourth quarter of 2025, we began utilizing the structure authorized by the REIT Investment Diversification and Empowerment Act of 2007 (commonly referred to as “RIDEA”), whereby we own and operate healthcare facilities through third-party managers (collectively, our “managers”). In addition to our core investments, we make loans to operators and/or their principals. From time to time, we also acquire equity interests in joint ventures (“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. 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. 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. 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 The accompanying unaudited consolidated financial statements have been prepared in accordance with the instructions to Form 10-Q and do not include all the information and notes required by U.S. generally accepted accounting principles (“GAAP”) for complete financial statements. In our opinion, all adjustments (consisting of normal recurring accruals) considered necessary for a fair presentation have been included. The results of operations for the interim periods reported herein are not necessarily indicative of results to be expected for the full year. These unaudited consolidated financial statements should be read in conjunction with the financial statements and the footnotes thereto included in our Annual Report on Form 10-K for the year ended December 31, 2025. 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 Certain prior period amounts in our consolidated financial statements have been reclassified to conform to the current period presentation. Such reclassifications had no impact on our net income, total assets, total liabilities, stockholders’ equity or cash position. 7 Table of Contents Recent Accounting Pronouncements ASU – 2024-03, Income Statement – Reporting Comprehensive Income – Expense Disaggregation Disclosures (Subtopic 220-40): Disaggregation of Income Statement Expenses In November 2024, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) 2024-03, which requires disclosure of certain costs and expenses on an interim and annual basis in the notes to the financial statements. The guidance is effective for the first annual reporting period beginning after December 15, 2026, and interim reporting periods within annual reporting periods beginning after December 15, 2027. The amendments in this update are to be applied on a prospective basis, with the option for retrospective application. Early adoption is permitted. We are currently evaluating the potential impact of adopting this new guidance on our consolidated financial statements and disclosures. NOTE 2 – REAL ESTATE ASSETS 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: ​ ​ ​ ​ ​ ​ ​ Three Months Ended March 31, ​ 2026 ​ ​ ​ 2025 ​ (in thousands) Fixed income from operating leases $ 266,864 ​ $ 228,195 Variable income from operating leases ​ 3,753 ​ ​ 3,803 Interest income from direct financing leases ​ — ​ ​ 180 Total rental income $ 270,617 ​ $ 232,178 ​ Our variable income from operating leases primarily represents the reimbursement by operators for real estate taxes that Omega pays directly. Asset Acquisitions The following table summarizes the asset acquisitions that occurred during the three months ended March 31, 2026: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Number of ​ ​ Total Real Estate ​ ​ ​ ​ ​ Facilities ​ ​ ​ ​ Assets Acquired (1) ​ ​ ​ Period ​ SNF ALF Country/State ​ (in millions) ​ Q1 ​ — 1 AL ​ $ 10.4 (2) Q1 ​ 13 — GA ​ ​ 109.4 (3) Q1 ​ — 1 U.K. ​ ​ 6.6 ​ Total 13 2 ​ ​ $ 126.4 (1) Represents the acquisition cost that was allocated to our real estate assets on a relative fair value basis. This also represents the total cost of the acquisition unless specifically noted within the table, as the assets acquired in our acquisitions typically consist of only real estate assets. From time to time, we may have acquisitions in which additional assets and liabilities are assumed. (2) Relates to facilities that we own and operate utilizing a RIDEA structure. (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”). As of March 31, 2026, the acquired facilities remained in the possession of the Exchange Accommodation Titleholders (“EATs”). The EATs are classified as VIEs as they do not have sufficient equity investment at risk to permit the entity to finance its activities. The Company consolidated the EATs because it controls the activities that most significantly impact the economic performance of the EATs and is, therefore, the primary beneficiary of the EATs. The properties held by the EATs are reflected as real estate with a carrying value of $ 108.6 million as of March 31, 2026. 8 Table of Contents Construction in Progress and Capital Expenditure Investments 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. 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 Periodically we sell facilities to reduce our exposure to certain operators, geographies and non-strategic assets or due to the exercise of a tenant purchase option. The following is a summary of our assets held for sale: ​ ​ ​ ​ ​ ​ ​ ​ March 31, ​ December 31, ​ ​ 2026 ​ 2025 ​ Number of facilities held for sale ​ 19 ​ ​ N/A (1) Amount of assets held for sale (in thousands) $ 233,128 ​ $ 4,000 ​ (1) Relates to a property adjacent to one of our existing facilities. 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. These facilities were subject to a lease to CommuniCare Health Services, Inc. (“CommuniCare”) and were identified for sale as part of our continuous evaluation of our owned facilities. Contractual first quarter rent related to these 18 facilities was $ 9.2 million. 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. Asset Sales During the three months ended March 31, 2026, we sold four SNFs for $ 34.5 million in net cash proceeds. As a result of these sales, we recognized a net gain of $ 3.0 million for the period. 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. As a result of these sales, we recognized a net gain of $ 10.1 million for the period. Real Estate Impairments 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). 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. 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. 9 Table of Contents A summary of our net contractual and other receivables by type is as follows: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ March 31, ​ December 31, ​ ​ ​ ​ 2026 ​ ​ ​ 2025 ​ ​ (in thousands) Contractual receivables – net ​ $ 12,674 ​ $ 9,723 Straight-line receivables ​ ​ 279,467 ​ ​ 271,051 Contractual and other receivables – net ​ $ 292,141 ​ $ 280,774 ​ Cash Basis Operators and Straight-Line Receivable Write-Offs We review our collectibility assumptions related to our operator leases on an ongoing basis. 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. Write-offs of contractual and straight-line receivables are recorded as adjustments to rental revenue. 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. We placed one and zero operators on a cash basis of revenue recognition during the three months ended March 31, 2026 and 2025, respectively. 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. 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 Maplewood 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. 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. We also have a revolving credit facility with Maplewood (the “Maplewood Revolver”) that matures in June 2037 and bears interest at 7 % per annum. 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. 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. 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. Deferred rent bears interest at 5 % per annum if outstanding longer than 18 months, which is reflected in rental income once received. 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. 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. In April 2026, Maplewood paid $ 6.5 million under its lease agreements, $ 1.3 million of which relates to the Embassy Row Lease. 10 Table of Contents Genesis In March 2025, Genesis Healthcare, Inc. (“Genesis”), an operator on a cash basis of rental revenue recognition, failed to make a rent payment due under its lease agreement and interest payment due under one of its loan agreements. In July 2025, Genesis commenced voluntary cases under Chapter 11 of the U.S. Bankruptcy Code in the U.S. Bankruptcy Court for the Northern District of Texas, Dallas Division. Genesis will continue to operate the 31 facilities subject to a master lease agreement with Omega as a debtor-in-possession (“DIP”), unless and until Genesis’ leasehold interest under the master lease agreement is rejected or assumed and assigned. We provided DIP financings to Genesis, along with other lenders, as further discussed in Note 6 – Non-Real Estate Loans Receivable. As a condition of the DIP financings, Genesis is required to pay Omega full contractual rent under its lease agreement. Since commencing the bankruptcy process in July 2025, Genesis made all required contractual rent and interest payments through the end of March 2026. 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. On April 23, 2026, Genesis filed a notice in the Bankruptcy Court that WSSH had timely delivered the required qualifying commitment letter. To the extent that the transaction is consummated, closing is not expected before June 30, 2026. WSSH has until just before closing to elect to take an assignment of the Omega lease. 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. 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. 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. 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. 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. 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. The fixed rate mortgages are collateralized by 46 SNFs, 43 ALFs and two ILFs. 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. We monitor compliance with our real estate loans and, when necessary, have initiated collection, foreclosure and other proceedings with respect to certain outstanding real estate loans. 11 Table of Contents A summary of our real estate loans receivable by loan type is as follows: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ As of March 31, 2026 ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Weighted ​ ​ Weighted ​ ​ ​ ​ ​ ​ ​ Average ​ ​ Average Years ​ ​ March 31, ​ December 31, ​ ​ ​ ​ Interest Rate ​ ​ to Maturity ​ ​ 2026 ​ ​ ​ 2025 ​ ​ ​ ​ ​ ​ ​ ​ (in thousands) Mortgage notes receivable – gross ​ 11.1 % ​ 3.8 (1) ​ $ 893,484 ​ $ 931,616 Allowance for credit losses on mortgage notes receivable ​ ​ ​ ​ ​ ​ ​ ​ ( 25,336 ) ​ ​ ( 33,298 ) Mortgage notes receivable – net ​ ​ ​ ​ ​ ​ ​ ​ 868,148 ​ ​ 898,318 Other real estate loans – gross ​ 9.0 % ​ 7.1 (2) ​ ​ 566,578 ​ ​ 524,169 Allowance for credit losses on other real estate loans ​ ​ ​ ​ ​ ​ ​ ( 45,060 ) ​ ​ ( 41,538 ) Other real estate loans – net ​ ​ ​ ​ ​ ​ ​ ​ 521,518 ​ ​ 482,631 Total real estate loans receivable – net ​ ​ ​ ​ ​ ​ ​ $ 1,389,666 ​ $ 1,380,949 (1) Consists of mortgage notes with maturity dates ranging from 2026 through 2037 (with $ 143.6 million maturing in 2026). (2) Consists of other real estate loans with maturity dates ranging from 2026 through 2037 (with $ 15.6 million maturing in 2026). Interest income on real estate loans is included within interest income on the Consolidated Statements of Operations and is summarized as follows: ​ ​ ​ ​ ​ ​ ​ Three Months Ended March 31, ​ 2026 ​ ​ ​ 2025 ​ (in thousands) Mortgage notes – interest income $ 24,712 ​ $ 26,005 Other real estate loans – interest income 7,854 ​ ​ 7,157 Total real estate loans interest income $ 32,566 ​ $ 33,162 ​ ​ The following is a summary of advances and principal repayments under our real estate loans: ​ ​ ​ ​ ​ ​ ​ Three Months Ended March 31, ​ 2026 ​ ​ ​ 2025 ​ (in thousands) Advances on new real estate loans receivable (1) $ 21,339 ​ $ 20,047 Advances on existing real estate loans receivable ​ 6,004 ​ ​ 6,491 Principal repayments on real estate loans receivable (2) ( 17,254 ) ​ ​ ( 43,504 ) Net cash advances (repayments) on real estate loans receivable $ 10,089 ​ $ ( 16,966 ) (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. Below is additional discussion on any significant new loans issued and significant updates to any existing loans. Maplewood Revolving Credit Facility 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. After the Maplewood Revolver agreement was amended in December 2025, monthly interest can be paid-in-kind at Maplewood’s election. This change was applied retroactively, starting from January 1, 2023. 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. 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. 12 Table of Contents Canadian Development Loan On December 12, 2025, we entered into a loan agreement with a borrower to fund the development of several long-term care facilities in Canada. The maximum commitment under the loan agreement is $ 87.6 million Canadian dollars ($ 62.8 million USD), which will be funded in several advances as needed by the borrower. As of March 31, 2026, the outstanding principal due on the loan is $ 3.0 million Canadian dollars ($ 2.1 million USD). The loan bears interest at 10.0 % per annum and has a maturity date of December 12, 2035 . At Omega’s option, the loan is convertible into a 34.9 % equity ownership interest in the borrower. NOTE 6 – NON-REAL ESTATE LOANS RECEIVABLE Our non-real estate loans consist of fixed and variable rate loans to operators or principals. These loans may be either unsecured or secured by the collateral of the borrower, which may include the working capital of the borrower and/or personal guarantees. As of 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: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ As of March 31, 2026 ​ ​ ​ ​ ​ ​ ​ Weighted ​ Weighted ​ ​ ​ ​ ​ Average ​ Average Years ​ March 31, ​ December 31, ​ Interest Rate ​ to Maturity ​ 2026 ​ ​ 2025 ​ ​ ​ ​ ​ ​ (in thousands) Working capital loans receivable 9.6 % ​ 1.0 (1) $ 61,266 ​ $ 55,010 Other loans receivable 11.1 % ​ 2.9 (2) 390,768 ​ ​ 375,574 Non-real estate loans receivable – gross ​ ​ ​ ​ ​ ​ 452,034 ​ ​ 430,584 Allowance for credit losses on non-real estate loans receivable ​ ​ ​ ​ ​ ​ ( 97,081 ) ​ ​ ( 100,262 ) Total non-real estate loans receivable – net ​ ​ ​ ​ ​ $ 354,953 ​ $ 330,322 (1) Consists of revolving working capital loans receivable collateralized by the accounts receivable of the borrower with maturity dates ranging from 2026 to 2029 (with $ 28.7 million maturing in 2026 ). (2) Consists of other loans receivable with maturity dates ranging from 2026 to 2037 (with $ 238.2 million maturing in 2026 ). One of the other notes outstanding with a principal balance of $ 6.4 million is past due and has been reserved down to the estimated fair value of the underlying collateral of zero through our allowance for credit losses. For the three 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. The following is a summary of advances and principal repayments under our non-real estate loans: ​ ​ ​ ​ ​ ​ ​ Three Months Ended ​ March 31, ​ 2026 ​ ​ 2025 ​ (in thousands) Advances on new non-real estate loans receivable (1) $ 29,730 ​ $ 122 Advances on existing non-real estate loans receivable ​ 4,737 ​ ​ 14,405 Principal repayments on non-real estate loans receivable (2) ( 17,920 ) ​ ​ ( 16,020 ) Net cash advances (repayments) on non-real estate loans receivable $ 16,547 ​ $ ( 1,493 ) (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. Below is additional discussion on any significant new loans issued and/or significant updates to any existing loans. 13 Table of Contents Genesis Non-Real Estate Loans 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. 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. The initial DIP financing loan bore PIK interest at 14.0 % per annum ( 16 % in the event of a default), payable monthly in arrears. 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. 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. The Super-Priority DIP Loan bears interest at 12.0 % per annum, payable in cash monthly in arrears. The principal is due upon maturity. 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. 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. As of March 31, 2026, $ 25.0 million is outstanding under the Super-Priority DIP Loan. 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 . 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. 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. 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. During the first quarter of 2026, we received $ 0.2 million of adequate protection payments. The two term loans are currently primarily collateralized by a second priority lien on the equity of several of Genesis’ ancillary businesses. 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. 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. 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. 14 Table of Contents NOTE 7 – ALLOWANCE FOR CREDIT LOSSES A rollforward of our allowance for credit losses for the three months ended March 31, 2026 is as follows: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Rating ​ Financial Statement Line Item Allowance for Credit Loss as of December 31, 2025 ​ Provision (Recovery) for Credit Loss for the three months ended March 31, 2026 (1) ​ Write-offs charged against allowance for the three months ended March 31, 2026 ​ Allowance for Credit Loss as of March 31, 2026 ​ ​ ​ (in thousands) 1 ​ Real estate loan receivable $ 214 ​ $ ( 214 ) ​ $ — ​ $ — 2 ​ Real estate loans receivable ​ 180 ​ ​ ( 45 ) ​ ​ — ​ ​ 135 3 ​ Real estate loans receivable ​ 9,972 ​ ​ ( 933 ) ​ ​ — ​ ​ 9,039 4 ​ Real estate loans receivable ​ 19,097 ​ ​ ( 679 ) ​ ​ — ​ ​ 18,418 5 ​ Real estate loans receivable ​ 35,153 ​ ​ 2,727 ​ ​ — ​ ​ 37,880 6 ​ Real estate loans receivable ​ 10,220 ​ ​ ( 5,296 ) ​ ​ — ​ ​ 4,924 ​ ​ Sub-total ​ 74,836 ​ ​ ( 4,440 ) (2) ​ — ​ ​ 70,396 ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ 2 ​ Non-real estate loans receivable ​ 39 ​ ​ ( 34 ) ​ ​ — ​ ​ 5 3 ​ Non-real estate loans receivable ​ 1,042 ​ ​ ( 213 ) ​ ​ — ​ ​ 829 4 ​ Non-real estate loans receivable ​ 906 ​ ​ ( 302 ) ​ ​ — ​ ​ 604 5 ​ Non-real estate loans receivable ​ 41,128 ​ ​ ( 1,944 ) ​ ​ — ​ ​ 39,184 6 ​ Non-real estate loans receivable ​ 57,147 ​ ​ 4,217 ​ ​ ( 4,905 ) ​ ​ 56,459 ​ ​ Sub-total ​ 100,262 ​ ​ 1,724 (2) ​ ( 4,905 ) ​ ​ 97,081 ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ 3 ​ Unfunded real estate loan commitments ​ 409 ​ ​ ( 25 ) ​ ​ — ​ ​ 384 4 ​ Unfunded real estate loan commitments ​ 4,600 ​ ​ ( 298 ) ​ ​ — ​ ​ 4,302 2 ​ Unfunded non-real estate loan commitments ​ 6 ​ ​ ( 4 ) ​ ​ — ​ ​ 2 3 ​ Unfunded non-real estate loan commitments ​ 76 ​ ​ ( 14 ) ​ ​ — ​ ​ 62 4 ​ Unfunded non-real estate loan commitments ​ 279 ​ ​ ( 37 ) ​ ​ — ​ ​ 242 ​ ​ Sub-total ​ 5,370 ​ ​ ( 378 ) ​ ​ — ​ ​ 4,992 ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Total $ 180,468 ​ $ ( 3,094 ) ​ $ ( 4,905 ) ​ $ 172,469 ​ (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. 15 Table of Contents A rollforward of our allowance for credit losses for the three months ended March 31, 2025 is as follows: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Rating ​ Financial Statement Line Item Allowance for Credit Loss as of December 31, 2024 ​ Provision (Recovery) for Credit Loss for the three months ended March 31, 2025 (1) ​ Write-offs charged against allowance for the three months ended March 31, 2025 ​ Other reductions to the allowance for the three months ended March 31, 2025 ​ Allowance for Credit Loss as of March 31, 2025 ​ ​ ​ (in thousands) 1 ​ Real estate loans receivable $ 312 ​ $ ( 9 ) ​ $ — ​ $ — ​ $ 303 2 ​ Real estate loans receivable ​ 492 ​ ​ ( 59 ) ​ ​ — ​ ​ — ​ ​ 433 3 ​ Real estate loans receivable ​ 10,991 ​ ​ 443 ​ ​ — ​ ​ — ​ ​ 11,434 4 ​ Real estate loans receivable ​ 22,528 ​ ​ ( 1,503 ) ​ ​ — ​ ​ — ​ ​ 21,025 5 ​ Real estate loans receivable ​ 25,476 ​ ​ 5,299 ​ ​ — ​ ​ — ​ ​ 30,775 6 ​ Real estate loans receivable ​ 11,450 ​ ​ ( 16 ) ​ ​ — ​ ​ — ​ ​ 11,434 ​ ​ Sub-total ​ 71,249 ​ ​ 4,155 ​ ​ — ​ ​ — ​ ​ 75,404 ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ 5 ​ Investment in direct financing leases ​ 1,605 ​ ​ — ​ ​ — ​ ​ ( 1,605 ) (2) ​ — ​ ​ Sub-total ​ 1,605 ​ ​ — ​ ​ — ​ ​ ( 1,605 ) ​ ​ — ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ 2 ​ Non-real estate loans receivable ​ 37 ​ ​ ( 3 ) ​ ​ — ​ ​ — ​ ​ 34 3 ​ Non-real estate loans receivable ​ 1,868 ​ ​ ( 89 ) ​ ​ — ​ ​ — ​ ​ 1,779 4 ​ Non-real estate loans receivable ​ 2,268 ​ ​ ( 866 ) ​ ​ — ​ ​ — ​ ​ 1,402 5 ​ Non-real estate loans receivable ​ 43,287 ​ ​ 125 ​ ​ — ​ ​ — ​ ​ 43,412 6 ​ Non-real estate loans receivable ​ 75,335 ​ ​ 3,536 ​ ​ — ​ ​ — ​ ​ 78,871 ​ ​ Sub-total ​ 122,795 ​ ​ 2,703 (3) ​ — ​ ​ — ​ ​ 125,498 ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ 2 ​ Unfunded real estate loan commitments ​ 1 ​ ​ — ​ ​ — ​ ​ — ​ ​ 1 3 ​ Unfunded real estate loan commitments ​ 461 ​ ​ 84 ​ ​ — ​ ​ — ​ ​ 545 4 ​ Unfunded real estate loan commitments ​ 40 ​ ​ 2 ​ ​ — ​ ​ — ​ ​ 42 5 ​ Unfunded real estate loan commitments ​ 1,767 ​ ​ ( 252 ) ​ ​ — ​ ​ — ​ ​ 1,515 2 ​ Unfunded non-real estate loan commitments ​ 13 ​ ​ ( 8 ) ​ ​ — ​ ​ — ​ ​ 5 3 ​ Unfunded non-real estate loan commitments ​ 183 ​ ​ ( 19 ) ​ ​ — ​ ​ — ​ ​ 164 4 ​ Unfunded non-real estate loan commitments ​ 433 ​ ​ 150 ​ ​ — ​ ​ — ​ ​ 583 6 ​ Unfunded non-real estate loan commitments ​ 65 ​ ​ ( 65 ) ​ ​ — ​ ​ — ​ ​ — ​ ​ Sub-total ​ 2,963 ​ ​ ( 108 ) ​ ​ — ​ ​ — ​ ​ 2,855 ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ $ 198,612 ​ $ 6,750 ​ $ — ​ $ ( 1,605 ) ​ $ 203,757 (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. (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. This amount also includes $ 3.1 million related to principal payments received on loans that were fully reserved. 16 Table of Contents A summary of our amortized cost basis by year of origination and credit quality indicator is as follows: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Rating Financial Statement Line Item 2026 2025 2024 2023 2022 2021 2020 & older Revolving Loans Balance as of March 31, 2026 ​ ​ (in thousands) 2 Real estate loans receivable $ — $ — $ 29,700 $ — $ — $ — $ — $ — $ 29,700 3 Real estate loans receivable ​ 21,339 ​ 34,787 ​ 178,098 ​ 159,883 ​ 35,600 ​ 72,420 ​ — ​ — ​ 502,127 4 Real estate loans receivable ​ 38,900 ​ 35,415 ​ 85,154 ​ 89,428 ​ — ​ 31,696 ​ — ​ — ​ 280,593 5 Real estate loans receivable ​ — ​ — ​ — ​ — ​ — ​ — ​ 379,138 ​ 263,580 ​ 642,718 6 Real estate loans receivable ​ — ​ — ​ — ​ — ​ — ​ — ​ 4,924 ​ — ​ 4,924 ​ Sub-total ​ 60,239 ​ 70,202 ​ 292,952 ​ 249,311 ​ 35,600 ​ 104,116 ​ 384,062 ​ 263,580 ​ 1,460,062 ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ 2 Non-real estate loans receivable ​ — ​ — ​ — ​ — ​ — ​ — ​ — ​ 5,800 ​ 5,800 3 Non-real estate loans receivable ​ 24,543 ​ 976 ​ 2,958 ​ 64,482 ​ 13,187 ​ — ​ 2,893 ​ 43,445 ​ 152,484 4 Non-real estate loans receivable ​ — ​ 3,033 ​ 4,411 ​ — ​ — ​ — ​ 1,000 ​ 45,258 ​ 53,702 5 Non-real estate loans receivable ​ 4,000 ​ 500 ​ 6,000 ​ — ​ — ​ — ​ 173,089 ​ — ​ 183,589 6 Non-real estate loans receivable ​ — ​ — ​ 6,386 ​ 1,500 ​ 24,457 ​ — ​ 24,116 ​ — ​ 56,459 ​ Sub-total ​ 28,543 ​ 4,509 ​ 19,755 ​ 65,982 ​ 37,644 ​ — ​ 201,098 ​ 94,503 ​ 452,034 ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Total $ 88,782 $ 74,711 $ 312,707 $ 315,293 $ 73,244 $ 104,116 $ 585,160 $ 358,083 $ 1,912,096 ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Year to date gross write-offs $ — $ — $ — $ — $ — $ — $ ( 4,905 ) $ — $ ( 4,905 ) ​ Interest Receivable on Real Estate Loans and Non-Real Estate Loans We have elected the practical expedient to exclude interest receivable from our allowance for credit losses. As of 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. 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 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. 17 Table of Contents 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: ​ ​ ​ ​ ​ ​ ​ ​ ​ March 31, ​ December 31, ​ ​ 2026 ​ ​ ​ 2025 ​ ​ (in thousands) Assets ​ ​ ​ ​ ​ ​ Real estate assets – net ​ $ 1,001,783 ​ $ 1,010,790 Assets held for sale ​ ​ — ​ ​ 4,000 Real estate loans receivable – net ​ 666,600 ​ ​ 600,543 Investments in unconsolidated entities ​ ​ 345,863 ​ ​ 346,034 Non-real estate loans receivable – net ​ 25,140 ​ ​ 20,742 Contractual and other receivables – net ​ 3,149 ​ ​ 1,068 Other assets ​ ​ 718 ​ ​ — Total assets ​ 2,043,253 ​ 1,983,177 ​ ​ ​ ​ ​ ​ ​ Liabilities ​ ​ ​ ​ ​ ​ Accrued expenses and other liabilities ​ ​ ( 43,987 ) ​ ​ ( 40,579 ) Total liabilities ​ ( 43,987 ) ​ ( 40,579 ) ​ ​ ​ ​ ​ ​ ​ Collateral ​ ​ ​ ​ Personal guarantee ​ ( 8,000 ) ​ ​ ( 8,000 ) Other collateral ​ ( 1,282,638 ) ​ ​ ( 1,270,795 ) Total collateral ​ ( 1,290,638 ) ​ ​ ( 1,278,795 ) ​ ​ ​ ​ ​ ​ ​ Maximum exposure to loss ​ $ 708,628 ​ $ 663,803 ​ In determining our maximum exposure to loss from the unconsolidated VIEs, we considered the underlying carrying value of the real estate subject to leases with the operator and other collateral, if any, supporting our other investments, which may include accounts receivable, security deposits, letters of credit or personal guarantees, if any, as well as other liabilities recognized with respect to these operators. The table below reflects our total revenues from the operators that are considered unconsolidated VIEs, following the date they were determined to be VIEs, for the three months ended March 31, 2026 and 2025: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Three Months Ended March 31, ​ ​ ​ 2026 ​ ​ ​ 2025 ​ ​ ​ (in thousands) Revenue ​ ​ ​ ​ ​ Rental income ​ ​ $ 27,965 ​ $ 32,887 Interest income ​ ​ 9,300 ​ 7,326 Total ​ ​ $ 37,265 ​ $ 40,213 ​ Consolidated VIEs The Company consolidates Omega OP, a VIE in which the Company is considered the primary beneficiary. The Company, as general partner, has the power to direct the activities of Omega OP that most significantly affect Omega OP’s performance, and through its interest in Omega OP, has both the right to receive benefits from and the obligation to absorb losses of Omega OP. Additionally, we own a partial equity interest in a JV that we have determined is a VIE. We have consolidated this VIE because we have concluded that we are the primary beneficiary of this VIE based on our ability to direct the activities that most significantly impact the JV’s economic performance and our rights to receive residual returns and obligation to absorb losses arising from the JV. Omega is not required to make any additional capital contributions to the JV. As of 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. 18 Table of Contents 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 Unconsolidated Entities The following is a summary of our investments in unconsolidated entities (dollars in thousands): ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Carrying Amount ​ ​ Ownership ​ Facility ​ Facility ​ March 31, ​ December 31, Entity/Description ​ % (1) ​ Type ​ Count (1) ​ 2026 ​ ​ ​ 2025 SHH Holdings, LLC (2) ​ 49 % ​ Various ​ 65 ​ $ 220,004 ​ $ 222,161 Saber Healthcare Holdings, LLC ​ 9.9 % ​ N/A ​ N/A ​ ​ 93,976 ​ ​ — In Substance Real Estate Investments (3) ​ N/A ​ ALF ​ 13 ​ ​ 78,476 ​ ​ 75,353 Lakeway Realty, L.L.C. ​ 51 % ​ Specialty facility ​ 1 ​ ​ 64,390 ​ ​ 64,699 Liberty JVs ​ 49 % ​ CCRC ​ 1 ​ ​ 41,869 ​ ​ 42,754 Other Healthcare JVs (4)(5) ​ 9 % – 25 % ​ N/A ​ N/A ​ ​ 7,915 ​ ​ 7,429 Other Real Estate JVs (4)(6) ​ 20 % – 50 % ​ Various ​ 6 ​ 1,090 ​ ​ 1,731 ​ ​ ​ ​ ​ ​ ​ ​ $ 507,720 ​ $ 414,127 (1) Ownership percentages and facility counts are as of March 31, 2026. (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. (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. 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. 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. (4) As of March 31, 2026 and December 31, 2025, we had an aggregate of $ 22.0 million of loans outstanding with these JVs. (5) As of March 31, 2026, includes six JVs engaged in businesses that support the long-term healthcare industry and our operators. (6) As of March 31, 2026, includes two JVs formed for the purpose of owning or providing financing for SNFs or ALFs. ​ ​ Saber Healthcare Holdings, LLC 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. Under the Saber operating agreement, Omega will receive minimum quarterly cash distributions equivalent to an annualized yield of 8 % on its investment. 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 The following is a summary of our goodwill as of March 31, 2026 and December 31, 2025: ​ ​ ​ ​ ​ ​ ​ ​ (in thousands) Balance as of December 31, 2025 ​ $ 644,626 Foreign currency translation ​ ( 274 ) Balance as of March 31, 2026 ​ $ 644,352 ​ ​ 19 Table of Contents The following is a summary of our intangible assets and liabilities as of March 31, 2026 and December 31, 2025: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ March 31, ​ December 31, ​ ​ ​ ​ 2026 ​ ​ ​ ​ 2025 ​ ​ (in thousands) Assets: ​ ​ ​ ​ ​ Above market leases ​ $ 33,376 ​ $ 33,977 Accumulated amortization ​ ( 7,455 ) ​ ( 6,816 ) Net above market leases ​ $ 25,921 ​ $ 27,161 ​ ​ ​ ​ ​ ​ ​ Liabilities: ​ ​ ​ ​ Below market leases ​ $ 33,014 ​ $ 33,014 Accumulated amortization ​ ( 26,782 ) ​ ( 26,570 ) Net below market leases ​ $ 6,232 ​ $ 6,444 ​ Above market leases, net of accumulated amortization, are included in other assets on our Consolidated Balance Sheets. Below market leases, net of accumulated amortization, are included in accrued expenses and other liabilities on our Consolidated Balance Sheets. The net amortization related to the above and below market leases is included in our Consolidated Statements of Operations as an adjustment to rental income. For the three months ended 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: remainder of 2026 – $ 1.5 million; 2027 – $ 2.0 million; 2028 – $ 2.1 million; 2029 – $ 2.1 million and 2030 – $ 2.2 million. 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 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. and Jersey, and are operated or managed by 89 third-party operators or managers. At March 31, 2026, 98 % of our real estate investments related to long-term healthcare facilities. Operator Concentration During the three months ended March 31, 2026, we had no operators with total revenues that exceeded 10% of our total revenues. During the three months ended March 31, 2025, we had one operator with total revenues that exceeded 10% of our total revenues: CommuniCare. CommuniCare generated 9.4 % and 11.0 % of our total revenues for the three months ended March 31, 2026 and 2025, respectively. As of March 31, 2026, CommuniCare represented 6.4 % of our total investments (before accumulated depreciation and allowances). 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: Maplewood. Maplewood generated 6.6 % and 6.3 % of our total revenues for the three months ended March 31, 2026 and 2025, respectively. Geographic Concentration 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 %). ​ 20 Table of Contents NOTE 12 – STOCKHOLDERS’ EQUITY Dividends The following is a summary of our declared cash dividends on common stock: ​ ​ ​ ​ ​ ​ Record Date ​ ​ ​ Payment Date ​ ​ ​ Dividend per Common Share February 9, 2026 ​ February 17, 2026 ​ $ 0.67 May 4, 2026 ​ May 15, 2026 ​ ​ 0.67 ​ Dividend Reinvestment and Common Stock Purchase Plan The following is a summary of the shares issued under the Dividend Reinvestment and Common Stock Purchase Plan for the three months ended March 31, 2026 and 2025 (in thousands): ​ ​ ​ ​ ​ ​ ​ Period Ended Shares issued ​ Gross Proceeds Three Months Ended March 31, 2025 2,667 ​ $ 99,751 Three Months Ended March 31, 2026 9 ​ ​ 438 ​ At-The-Market Offering Programs 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 ​ ​ ​ ​ ​ Period Ended Shares issued Per Share (1) Gross Proceeds Net Proceeds Three Months Ended March 31, 2025 4,390 $ 37.06 $ 164,449 $ 162,670 Three Months Ended March 31, 2026 2,219 ​ 47.56 ​ 106,684 ​ 105,518 (1) Represents the average price per share after issuance costs. 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) The following is a summary of our accumulated other comprehensive income (loss), net of tax as of March 31, 2026 and December 31, 2025: ​ ​ ​ ​ ​ ​ ​ March 31, ​ December 31, ​ 2026 ​ ​ ​ 2025 ​ ​ (in thousands) Foreign currency translation $ ( 12,840 ) ​ $ 20,353 Derivative instruments designated as cash flow hedges ​ 66,352 ​ ​ 66,916 Derivative instruments designated as net investment hedges 659 ​ ( 6,794 ) Total accumulated other comprehensive income before noncontrolling interest 54,171 ​ 80,475 Add: portion included in noncontrolling interest ( 167 ) ​ ( 1,438 ) Total accumulated other comprehensive income for Omega $ 54,004 ​ $ 79,037 ​ ​ 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. ​ 21 Table of Contents NOTE 13 – TAXES Omega was organized, has operated and intends to continue to operate in a manner that enables Omega to qualify for taxation as a REIT under Sections 856 through 860 of the Code. We have elected to treat certain of our active subsidiaries as taxable REIT subsidiaries (“TRSs”). Our domestic TRSs are subject to federal, state and local income taxes at the applicable corporate rates. Our foreign subsidiaries are subject to foreign income taxes and withholding taxes. Income taxes included within the financial statements primarily represent U.S. federal, state and local income taxes as well as non-U.S. income based or withholding taxes on certain investments located in jurisdictions outside the U.S. The following is a summary of our provision for income taxes: ​ ​ ​ ​ ​ ​ ​ Three Months Ended March 31, ​ 2026 ​ ​ ​ 2025 ​ (in thousands) Federal income tax (benefit) expense $ ( 783 ) $ 112 State and local income tax expense ​ 241 ​ ​ 156 Foreign tax expense ​ 5,648 ​ 3,343 Total income tax expense (1) $ 5,106 ​ $ 3,611 (1) The above amounts do not include gross income receipts or franchise taxes payable to certain states and municipalities. The income tax expense for both the three 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. 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 The following is a summary of our stock-based compensation expense for the three months ended March 31, 2026 and 2025, respectively. ​ ​ ​ ​ ​ ​ ​ ​ Three Months Ended March 31, ​ ​ ​ ​ 2026 ​ ​ ​ 2025 ​ (in thousands) Stock-based compensation expense $ 10,592 ​ $ 15,812 ​ 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. 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. 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. 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. 22 Table of Contents 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 The Company incurred an additional non-cash stock-based compensation expense of $ 6.6 million related to the termination of employment of Daniel J. Booth, our former Chief Operating Officer, and modifications to his equity awards. This expense is reported under general and administrative expenses in the Consolidated Statements of Operations for the three months ended March 31, 2025. General and administrative expenses also include the accrual of $ 2.2 million of transition payments to Mr. Booth to be made over the 24-month period and other costs incurred related to the transition. NOTE 15 – BORROWING ACTIVITIES AND ARRANGEMENTS The following is a summary of our borrowings: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Annual ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Interest Rate ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ as of ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ March 31, ​ ​ March 31, ​ December 31, ​ ​ ​ ​ Maturity ​ ​ ​ 2026 ​ ​ ​ ​ 2026 ​ ​ ​ 2025 ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ (in thousands) Unsecured borrowings: ​ ​ ​ ​ ​ ​ ​ Revolving Credit Facility (1) 2029 SOFR + 1.05 % ​ $ 425,000 ​ $ 242,000 ​ ​ ​ ​ ​ ​ ​ ​ 425,000 ​ ​ 242,000 Senior notes and other unsecured borrowings: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ 2027 notes (1) 2027 4.50 % ​ 700,000 ​ 700,000 2028 notes (1) 2028 4.75 % ​ 550,000 ​ 550,000 2029 notes (1) 2029 3.63 % ​ 500,000 ​ 500,000 2030 notes (1) ​ 2030 ​ 5.20 % ​ ​ 600,000 ​ ​ 600,000 2031 notes (1) ​ 2031 ​ 3.38 % ​ ​ 700,000 ​ ​ 700,000 2033 notes (1) ​ 2033 ​ 3.25 % ​ ​ 700,000 ​ ​ 700,000 2028 Term Loan (1)(2) ​ 2028 ​ 5.22 % ​ ​ 300,000 ​ ​ 300,000 Deferred financing costs – net ​ ​ ​ ​ ( 16,356 ) ​ ( 17,451 ) Discount – net ​ ​ ​ ​ ( 17,355 ) ​ ( 18,538 ) Total senior notes and other unsecured borrowings – net ​ ​ ​ ​ 4,016,289 ​ 4,014,011 ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Total unsecured borrowings – net (3)(4) ​ ​ ​ ​ $ 4,441,289 ​ $ 4,256,011 (1) Guaranteed by Omega OP. (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. (4) Certain of our other unsecured borrowings are subject to customary affirmative and negative covenants, including financial covenants. 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 We are exposed to, among other risks, the impact of changes in foreign currency exchange rates as a result of our investments in the U.K. and interest rate risk related to our capital structure. As a matter of policy, we do not use derivatives for trading or speculative purposes. Our risk management program is designed to manage the exposure and volatility arising from these risks, and utilizes foreign currency forward contracts, interest rate swaps and debt issued in foreign currencies to offset a portion of these risks. Derivatives Designated as Hedging Instruments As of March 31, 2026, we have nine interest rate swaps with $ 300.0 million in notional value. 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. 23 Table of Contents Derivatives Not Designated as Hedging Instruments 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. 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 . 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. 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 . The location and fair value of Omega’s derivative instruments at the respective balance sheet dates were as follows: ​ ​ ​ ​ ​ ​ ​ March 31, ​ December 31, ​ 2026 ​ ​ ​ 2025 ​ (in thousands) Cash flow hedges: ​ ​ ​ ​ ​ Accrued expenses and other liabilities $ 1,605 ​ $ 3,402 ​ ​ ​ ​ ​ ​ Net investment hedges: ​ ​ ​ ​ ​ Other assets $ 729 ​ $ — Accrued expenses and other liabilities $ 3,534 ​ $ 10,258 ​ ​ ​ ​ ​ ​ Derivative instruments not designated: ​ ​ ​ ​ ​ Other assets $ 1,854 ​ $ 1,729 ​ The fair value of the interest rate swaps and foreign currency forwards is derived from observable market data such as yield curves and foreign exchange rates and represents a Level 2 measurement on the fair value hierarchy. NOTE 17 – FINANCIAL INSTRUMENTS The net carrying amount of cash and cash equivalents, restricted cash, contractual receivables, other assets and accrued expenses and other liabilities reported in the Consolidated Balance Sheets approximates fair value because of the short maturity of these instruments (Level 1). 24 Table of Contents As of March 31, 2026 and December 31, 2025, the net carrying amounts and fair values of our other financial instruments were as follows: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ March 31, 2026 ​ December 31, 2025 ​ ​ ​ ​ Carrying ​ ​ ​ Fair ​ ​ ​ Carrying ​ ​ ​ Fair ​ ​ ​ ​ Amount ​ ​ ​ Value ​ ​ ​ Amount ​ ​ ​ Value ​ ​ (in thousands) Assets: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Real estate loans receivable – net ​ $ 1,389,666 ​ $ 1,417,646 ​ $ 1,380,949 ​ $ 1,412,106 Non-real estate loans receivable – net ​ 354,953 ​ 358,258 ​ 330,322 ​ 331,970 Total ​ $ 1,744,619 ​ $ 1,775,904 ​ $ 1,711,271 ​ $ 1,744,076 Liabilities: ​ ​ ​ ​ ​ ​ ​ ​ Revolving Credit Facility ​ $ 425,000 ​ $ 425,000 ​ $ 242,000 ​ $ 242,000 2028 Term Loan ​ ​ 298,252 ​ ​ 300,000 ​ ​ 298,118 ​ ​ 300,000 4.50 % notes due 2027 – net ​ 698,597 ​ 699,069 ​ 698,231 ​ 702,303 4.75 % notes due 2028 – net ​ 548,193 ​ 549,527 ​ 547,941 ​ 554,307 3.63 % notes due 2029 – net ​ ​ 495,819 ​ ​ 480,230 ​ ​ 495,517 ​ ​ 484,105 5.20 % notes due 2030 – net ​ ​ 590,737 ​ ​ 602,436 ​ ​ 590,190 ​ ​ 610,608 3.38 % notes due 2031 – net ​ ​ 691,199 ​ ​ 646,954 ​ ​ 690,752 ​ ​ 653,527 3.25 % notes due 2033 – net ​ ​ 693,492 ​ ​ 616,140 ​ ​ 693,262 ​ ​ 622,272 Total ​ $ 4,441,289 ​ $ 4,319,356 ​ $ 4,256,011 ​ $ 4,169,122 ​ 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). The use of different market assumptions and estimation methodologies may have a material effect on the reported estimated fair value amounts. The following methods and assumptions were used in estimating fair value disclosures for financial instruments. ● Real estate loans receivable: The fair 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: Non-real estate loans receivable are primarily comprised of notes receivable. The fair values of notes receivable are estimated using a discounted cash flow analysis, using interest rates being offered for similar loans to borrowers with similar credit ratings (Level 3). ● Revolving Credit Facility and 2028 Term Loan: The carrying amounts of these approximate fair value because the borrowings are interest rate adjusted. 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: The fair values of the senior unsecured notes payable are estimated based on (Level 1) publicly available trading prices . 25 Table of Contents NOTE 18 – COMMITMENTS AND CONTINGENCIES Litigation Gulf Coast Subordinated Debt In August 2021, we filed suit in the Circuit Court for Baltimore County against the holders of certain Subordinated Debt (the “Gulf Coast Debt Holders”) associated with our Gulf Coast master lease agreement, following an assertion by the Gulf Coast Debt Holders that our prior exercise of offset rights in connection with Gulf Coast’s non-payment of rent had resulted in defaults under the terms of the Subordinated Debt. The suit sought a declaratory judgment to, among other items, declare that the aggregate amount of unpaid rent due from Gulf Coast under the master lease agreement exceeds all amounts which otherwise would be due and owing by an indirect subsidiary of Omega (the “Omega Gulf Coast Obligor”) under the Subordinated Debt, and that all principal and interest due and owing under the Subordinated Debt may be (and was) offset in full as of December 31, 2021. In October 2021, the Gulf Coast Debt Holders filed a motion to dismiss for lack of personal jurisdiction, which was granted in November 2022 and upheld on appeal in January 2026. In January 2023, the Gulf Coast Debt Holders served a lawsuit against the Omega Gulf Coast Obligor in the Superior Court of the State of Delaware, asserting claims for (i) breach of the instruments evidencing the Subordinated Debt, (ii) declaratory judgment and (iii) unjust enrichment, all claims that are factually based on the claims that were the subject of the Omega Gulf Coast Obligor’s lawsuit in Maryland. In February 2023, the Omega Gulf Coast Obligor filed a motion to dismiss or, in the alternative, to stay this action pending the outcome of the above-referenced lawsuit in Maryland, and in July 2023, the Delaware court stayed the proceeding pending further developments in the Maryland litigation. In July 2025, the Delaware state court requested that Omega file an answer to the lawsuit by August 19, 2025, while allowing the stay to remain in place, subject to further orders of the Delaware court. Omega timely filed its answer and affirmative defenses, denying the claims and relief sought by the Gulf Coast Debt Holders in the Delaware state court. It is anticipated that the Delaware case stay will be lifted based on the denial of the appeal that was issued in January 2026 in the Maryland case. While Omega believes the Omega Gulf Coast Obligor is entitled to enforcement of the offset rights that are the subject of these actions, Omega cannot predict the ultimate outcome of the litigation. Genesis Bankruptcy - Claim of Statutory Unsecured Claimants’ Committee On December 4, 2025, the Genesis Statutory Unsecured Claimants’ Committee (“UCC”) filed its (a) Motion for Leave, Standing, And Authority To Prosecute Certain Claims On Behalf Of The Debtors’ Estates And For Related Relief which attached a proposed complaint against a subsidiary of the Company, and (b) Preliminary Objection To Determine The Secured Status Of Prepetition Term Loan Claims. Both the proposed complaint and Preliminary Objection seek a determination that the Prepetition Term Loan(s) under which our subsidiary is a co-lender is, in part, unsecured. The proposed complaint also alleges a preference action against the agent under the Prepetition Term Loan(s) in respect of payments made to said agent within the ninety (90) days of the Genesis bankruptcy filing (the “Petition Date”), certain of which payments were disbursed to our subsidiary. 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. 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. The Bankruptcy Court approved the stipulation by order dated January 26, 2026. While Omega believes that the claims asserted against our subsidiaries are without merit and intends to vigorously defend against them, Omega cannot predict the ultimate outcome of this action. Other In addition to the matters above, we are subject to various other legal proceedings, claims and other actions arising out of the normal course of business. While any legal proceeding or claim has an element of uncertainty, management believes that the outcome of each lawsuit, claim or legal proceeding that is pending or threatened, or all of them combined, will not have a material adverse effect on our consolidated financial position or results of operations. 26 Table of Contents Indemnification Agreements In connection with certain facility transitions, we have agreed to indemnify certain operators in certain events. 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. These indemnification agreements were provided to certain operators in connection with facility transitions and generally would be applicable if the prior operators do not perform under their transition agreements. Commitments We have committed to fund the construction of new leased and mortgaged facilities, capital improvements and other commitments. We expect the funding of these commitments to be completed over the next several years. Our remaining commitments at March 31, 2026 are outlined in the table below (in thousands): ​ ​ ​ ​ ​ ​ ​ ​ ​ Lessor construction and capital commitments under lease agreements ​ $ 201,622 Non-real estate loan commitments ​ 49,007 Real estate loan commitments ​ 84,398 Total remaining commitments (1) ​ $ 335,027 (1) Includes finance costs. NOTE 19 – EARNINGS PER SHARE The following tables set forth the computation of basic and diluted earnings per share: ​ ​ ​ ​ ​ ​ ​ Three Months Ended March 31, ​ 2026 ​ ​ ​ 2025 ​ (in thousands, except per share amounts) Numerator: ​ ​ ​ ​ ​ ​ ​ Net income $ 158,576 ​ $ 112,060 Less: adjustments to basic numerator (1) ( 18,890 ) ​ ( 16,213 ) Net income available to common stockholders – basic $ 139,686 ​ $ 95,847 Add: net income attributable to OP Units 7,109 ​ 2,794 Net income available to common stockholders – diluted $ 146,795 ​ $ 98,641 Denominator: ​ ​ ​ Denominator for basic earnings per share 297,047 ​ 283,015 Effect of dilutive securities: ​ ​ ​ Common stock equivalents 3,014 ​ 3,703 Noncontrolling interest – Omega OP Units 15,067 ​ 8,210 Denominator for diluted earnings per share 315,128 ​ 294,928 ​ ​ ​ ​ ​ ​ Earnings per share – basic: ​ ​ ​ Net income available to common stockholders $ 0.47 ​ $ 0.34 Earnings per share – diluted: ​ ​ ​ Net income available to common stockholders $ 0.47 ​ $ 0.33 (1) Includes adjustments to remove income related to non-controlling interests and participating shares including time-based and performance-based PIUs and time-based and performance-based RSUs. ​ 27 Table of Contents NOTE 20 – SUPPLEMENTAL DISCLOSURE TO CONSOLIDATED STATEMENTS OF CASH FLOWS The following are supplemental disclosures to the Consolidated Statements of Cash Flows for the three months ended March 31, 2026 and 2025: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Three Months Ended March 31, ​ ​ ​ ​ 2026 ​ ​ ​ 2025 ​ (in thousands) Reconciliation of cash and cash equivalents and restricted cash: ​ ​ ​ ​ ​ ​ Cash and cash equivalents ​ $ 26,149 ​ $ 367,957 Restricted cash ​ 27,172 ​ 36,115 Cash, cash equivalents and restricted cash at end of period ​ $ 53,321 ​ $ 404,072 ​ ​ ​ ​ ​ ​ ​ Supplemental information: ​ ​ ​ ​ Interest paid during the period, net of amounts capitalized ​ $ 55,682 ​ $ 63,050 Taxes paid during the period ​ $ 7,306 ​ $ 516 ​ ​ ​ ​ ​ ​ ​ Non-cash investing activities: ​ ​ ​ ​ Non-cash acquisition of real estate ​ $ ( 1,472 ) ​ $ — Non-cash collection of real estate loan receivable principal ​ $ 1,472 ​ $ — ​ NOTE 21 – SEGMENTS We conduct our operations and report financial results as one business segment. The presentation of financial results as one reportable segment is consistent with the way we operate our business and the manner in which our Chief Operating Decision Maker (“CODM”), our Chief Executive Officer, evaluates performance and makes resource and operating decisions for the business. The CODM evaluates performance and makes resource and operating decisions for the business based on net income that is reported on the Consolidated Statements of Operations. The measure of segment assets is reported on the Consolidated Balance Sheets as total assets. The CODM uses net income to evaluate whether to make new investments, borrow or pay-off debt and/or issue or repurchase equity. The Company’s CODM periodically reviews interest expense and treats it as a significant segment expense. Interest expense is the largest recurring cash expense of the Company because debt is one of our primary sources of funds for new investments. Depending on market conditions, our CODM seeks to mitigate the effects of fluctuations in interest rates by matching the terms of new investments with long-term fixed rate borrowings to the extent possible. Additionally, the CODM also utilizes hedging instruments as discussed in Note 16 – Derivatives and Hedging, to help manage interest rate risk and limit significant fluctuations in interest expense for variable rate borrowings. Interest expense related to the Company’s reportable segment is as follows: ​ ​ ​ ​ ​ ​ ​ ​ Three Months Ended March 31, ​ 2026 ​ ​ ​ 2025 ​ (in thousands) Interest expense $ 46,351 ​ $ 50,900 Interest – amortization of deferred financing costs (1) 3,404 ​ ​ 1,380 Interest expense – net $ 49,755 ​ $ 52,280 (1) Includes amortization of deferred financing costs, discounts and premiums. 28 Table of Contents NOTE 22 – SUBSEQUENT EVENTS New Investments In April 2026, we acquired three senior housing facilities in Rhode Island for a contractual purchase price of $ 42.0 million. The Company will operate the facilities through a new third-party property manager utilizing a RIDEA structure. 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. These facilities were acquired using a reverse 1031 exchange. ​ 29 Table of Contents