What changed in this filing

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Item 1. Financial Statements

2026-07-30 compared with 2026-04-29 · 486 added, 180 removed, 622 unchanged (52% of the section changed)

27 unchanged sentences

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

Common stock $ 0.10 par value authorized – 700,000 shares, issued and outstanding – 299,111 shares as of June 30, 2026 and 295,539 shares as of December 31, 2025

Additional paid-in capital

12 unchanged sentences

Three Months Ended

Six Months Ended

Rental income

5 unchanged sentences

Interest expense

Senior housing operating expenses

Property-level expenses

General and administrative

Real estate taxes

Acquisition, merger and transition related costs

2 unchanged sentences

Total expenses

Other income – net

Other income (expense)

Other (expense) income – net

Gain on assets sold – net

Total other income

Income before income tax expense and income from unconsolidated entities

Income before income tax expense and income (loss) from unconsolidated entities

Income tax expense

Income from unconsolidated entities

Income (loss) from unconsolidated entities

Net income attributable to noncontrolling interest

8 unchanged sentences

Three Months Ended

Six Months Ended

Other comprehensive income (loss)

1 unchanged sentence

Cash flow hedges

Total other comprehensive (loss) income

Total other comprehensive income (loss)

Comprehensive income

4 unchanged sentences

CONSOLIDATED STATEMENTS OF EQUITY

Three Months Ended March 31, 2026 and 2025

Three Months Ended June 30, 2026 and 2025

(in thousands, except per share amounts)

2 unchanged sentences

Noncontrolling

Balance at March 31, 2026

( 8,495,911 )

Stock related compensation

Issuance of common stock

Common dividends declared ($ 0.67 per share)

Issuance of Omega OP Units

Exchange and redemption of Omega OP Units

Omega OP Units distributions

Other comprehensive income

Balance at June 30, 2026

( 8,696,011 )

Balance at March 31, 2025

( 7,706,034 )

Stock related compensation

Issuance of common stock

Common dividends declared ($ 0.67 per share)

Issuance of Omega OP Units

Exchange and redemption of Omega OP Units

Omega OP Units distributions

Other comprehensive income

Balance at June 30, 2025

( 7,900,668 )

See notes to consolidated financial statements.

OMEGA HEALTHCARE INVESTORS, INC.

CONSOLIDATED STATEMENTS OF EQUITY

Six Months Ended June 30, 2026 and 2025

(in thousands, except per share amounts)

Comprehensive

Stockholders’

Noncontrolling

Income (Loss)

4 unchanged sentences

Common dividends declared ($ 1.34 per share)

Issuance of OP Units

Issuance of Omega OP Units

Exchange and redemption of Omega OP Units

1 unchanged sentence

Other comprehensive loss

Balance at March 31, 2026

Balance at June 30, 2026

( 8,696,011 )

4 unchanged sentences

Common dividends declared ($ 1.34 per share)

Issuance of OP Units

Issuance of Omega OP Units

Exchange and redemption of Omega OP Units

Omega OP Units distributions

Other comprehensive income

Balance at March 31, 2025

Balance at June 30, 2025

( 7,900,668 )

3 unchanged sentences

Unaudited (in thousands)

Three Months Ended March 31,

Six Months Ended June 30,

Cash flows from operating activities

9 unchanged sentences

Interest paid-in-kind

Loss (income) from unconsolidated entities

Loss from unconsolidated entities

Other non-cash items

4 unchanged sentences

Cash flows from investing activities

Acquisition deposit

Acquisition of real estate

8 unchanged sentences

Receipts from insurance proceeds

Net cash (used in) provided by investing activities

Net cash provided by (used in) investing activities

Cash flows from financing activities

1 unchanged sentence

Payments of borrowings

( 1,363,000 )

Payments of financing related costs

3 unchanged sentences

Distributions to Omega OP Unit Holders

Net cash provided by (used in) financing activities

Net cash (used in) provided by financing activities

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

Decrease in cash, cash equivalents and restricted cash

Increase in cash, cash equivalents and restricted cash

Cash, cash equivalents and restricted cash at beginning of period

3 unchanged sentences

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

March 31, 2026

June 30, 2026

NOTE 1 – BASIS OF PRESENTATION AND SIGNIFICANT ACCOUNTING POLICIES

9 unchanged sentences

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.

As of June 30, 2026, Parent owned approximately 96 % of the issued and outstanding units of partnership interest in Omega OP (“Omega OP Units”), and other investors owned approximately 4 % 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.

As of June 30, 2026 and December 31, 2025, there were 13,904,638 and 14,698,225 Omega OP Units outstanding, respectively, that were held by other investors.

Basis of Presentation and Principles of Consolidation

9 unchanged sentences

Such reclassifications had no impact on our net income, total assets, total liabilities, stockholders’ equity or cash position.

For the three and six months ended June 30, 2026 and 2025, property-level expenses include amounts previously presented in other financial statement line items.

The Company began separately presenting property-level expenses in the second quarter of 2026 in connection with the adoption of two operating segments discussed below.

For the three and six months ended June 30, 2026, property-level expenses include (i) senior housing operating expenses of $ 12.3 million and $ 17.7 million, (ii) real estate taxes of $ 3.5 million and $ 7.1 million and (iii) certain ground lease expenses that were previously presented in general and administrative expense of $ 0.4 million and $ 0.9 million.

For the three and six months ended June 30, 2025, property-level expenses include (i) real estate taxes of $ 3.3 million and $ 6.6 million and (ii) certain ground lease expenses that were previously presented in general and administrative expense of $ 0.5 million and $ 1.0 million.

As described above, we began utilizing the RIDEA structure in the fourth quarter of 2025, and expanded these activities during the first quarter of 2026 through additional senior housing acquisitions, investments in RIDEA-structured entities and other operating investments.

In connection with this expansion, and to align with how our chief operating decision maker (“CODM”) reviews financial information and allocates resources, we established an operating portfolio (“Operating”) segment effective in the second quarter of 2026.

Accordingly, we conduct and manage our business as two operating segments and two reportable segments:

our existing triple-net investments business (“Triple-Net”) segment, which represented our sole operating segment prior to the first quarter of 2026, and our Operating segment.

Our Triple-Net segment consists of owned properties that are leased pursuant to non-cancelable triple-net operating leases, mortgage loans, other real estate loans receivable, non-real estate loans receivable and certain unconsolidated joint ventures.

Our Operating segment consists of owned senior housing communities operated on our behalf by third-party managers under the RIDEA structure, along with certain minority-owned equity method investments in RIDEA-structured entities and healthcare operating entities.

See Note 21 – Segments for more information.

Recent Accounting Pronouncements

7 unchanged sentences

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.

As of June 30, 2026, our leased real estate properties included 552 SNFs, 342 ALFs, 19 ILFs, 17 specialty facilities and one CCRC.

The following table summarizes the Company’s rental income:

Three Months Ended March 31,

Three Months Ended June 30,

Six Months Ended June 30,

(in thousands)

Fixed income from operating leases

4 unchanged sentences

Asset Acquisitions

The following table summarizes the asset acquisitions that occurred during the three months ended March 31, 2026:

The following table summarizes the asset acquisitions that occurred during the six months ended June 30, 2026:

Total Real Estate

5 unchanged sentences

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.

(2) 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”).

As of June 30, 2026, we completed the reverse 1031 exchange for eight of the acquired facilities and the remaining five facilities remain 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.

As of June 30, 2026, the properties held by the EATs are reflected as real estate with a carrying value of $ 49.2 million.

(3) Relates to two skilled nursing facilities that we acquired from SHH Holdings, LLC, an unconsolidated entity.

See Note 9 – Investments in Unconsolidated Entities for additional discussion.

(4) Includes $ 10.1 million of non-cash consideration, including the carrying value of our previously held minority equity method investment and the settlement of an outstanding mortgage loan with the acquired entity.

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.

The following table summarizes the construction in progress and capital expenditure investments by segment that occurred during the three and six months ended June 30, 2026 and 2025:

Three Months Ended June 30,

Six Months Ended June 30,

(in thousands)

Triple-Net segment

Operating segment

Total construction in progress and capital improvements

As of June 30, 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

3 unchanged sentences

Amount of assets held for sale (in thousands) (1)

(1) All assets held for sale in the comparative periods relate to our Triple-Net segment.

(2) 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.

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.

During the three and six months ended June 30, 2026, we sold 26 facilities ( 22 SNFs and four ALFs) and 30 facilities ( 26 SNFs and four ALFs) in our Triple-Net segment for total consideration of $ 562.6 million and $ 597.1 million, respectively, of which $ 37.4 million was in the form of seller financing.

As a result of these sales, we recognized a net gain of $ 246.5 million and $ 249.5 million for the periods, respectively.

Regarding our second quarter sales activity, 18 of the 30 facilities referenced above were located in Maryland and West Virginia, and related to assets previously leased to CommuniCare Health Services, Inc.

(“CommuniCare”).

These facilities were classified as assets held for sale as of March 31, 2026, with a net book value of $ 225.1 million, following their identification for sale as part of our ongoing evaluation of our owned portfolio.

Contractual rent related to these facilities for the first quarter of 2026 was $ 9.2 million.

The sale of these facilities in the second quarter generated $ 472.8 million in net cash proceeds ($ 479.9 million gross proceeds) and a gain of $ 231.7 million.

In connection with the sale of the CommuniCare facilities discussed above, we received repayments on several real estate loans and non-real estate loans in the second quarter of 2026.

See Note 5 – Real Estate Loans Receivable and Note 6 – Non-Real Estate Loans Receivable for additional information.

For certain asset sales completed during the second quarter of 2026, the net proceeds were transferred to qualified intermediaries (“QIs”) to facilitate like-kind exchange structures pursuant to Section 1031 of the Code (a “1031 exchange”).

As of June 30, 2026, $ 117.7 million of cash proceeds remained with the QIs in connection with pending 1031 exchanges, which is included within restricted cash on our consolidated balance sheets.

Under Section 1031 of the Code, the Company must identify replacement property within 45 days and complete the exchange within 180 days of the relinquished property's transfer.

If the Company fails to identify or acquire qualifying replacement property within these deadlines, the exchange will not qualify for tax deferral, and the funds held by the QI will be released to Omega.

During the three and six months ended June 30, 2025, we sold seven facilities ( six SNFs and one ALF) and 34 facilities ( 32 SNFs and two ALFs) in our Triple-Net segment for $ 62.1 million and $ 183.0 million in net cash proceeds, respectively.

As a result of these sales, we recognized a net gain of $ 22.9 million and $ 33.0 million, respectively.

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.

During the three and six months ended June 30, 2026, we recorded real estate impairments of zero and $ 0.4 million, respectively, related to facilities in our Triple-Net segment.

During the three and six months ended June 30, 2025, we recorded impairments on three and four facilities of $ 14.2 million and $ 15.4 million, respectively, related to facilities in our Triple-Net segment .

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).

11 unchanged sentences

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.

We had straight-line receivable write-offs of zero and $ 2.4 million d uring the three and six months ended June 30, 2026, respectively, as a result of placing operator leases on a cash basis of revenue recognition.

We placed two and three operators on a cash basis of revenue recognition during the three and six months ended June 30, 2026, respectively.

The two operators placed on a cash basis of revenue recognition during the second quarter of 2026 are new operators leasing facilities that were recently acquired through foreclosure.

As of June 30, 2026, we had 22 operators on a cash basis for rental revenue recognition, which represent 22.2 % and 17.8 % of our total revenues for the six months ended June 30, 2026 and 2025, respectively.

We had straight-line receivable write-offs of $ 15.5 million d uring the three and six months ended June 30, 2025, respectively, as a result of placing operator leases on a cash basis of revenue recognition.

We placed three operators on a cash basis of revenue recognition during the three and six months ended June 30, 2025.

During the three and six months ended June 30, 2026, we had $ 9.0 million of straight-line rent receivable and lease inducement write-offs through rental income as a result of transitioning facilities between operators.

During the six months ended June 30, 2025, we wrote-off $ 2.1 million of straight-line rent receivable balances through rental income as a result of transitioning facilities between operators.

Operator Collectibility Updates

3 unchanged sentences

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.

We recognized rental income of $ 15.7 million and $ 31.4 million related to the Maplewood Master Lease during the three and six months ended June 30, 2026, respectively.

The amount of unpaid contractual rent that was deferred, as allowable under the terms of the Maplewood Master Lease, was $ 3.5 million and $ 7.1 million, for the three and six months ended June 30, 2026, 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.

As of June 30, 2026, the outstanding deferred rent balance is $ 56.6 million.

We recognized full contractual rental income of $ 3.9 million and $ 7.6 million related to the Embassy Row Lease during the three and six months ended June 30, 2026, respectively.

We recognized rental income of $ 14.4 million and $ 28.0 million related to the Maplewood Master Lease during the three and six months ended June 30, 2025, respectively.

The amount of unpaid contractual rent that was deferred pursuant to the terms of the Maplewood Master Lease, was $ 4.1 million and $ 9.0 million, for the three and six months ended June 30, 2025, respectively.

We recognized full contractual rental income of $ 3.2 million and $ 5.3 million related to the Embassy Row Lease during the three and six months ended June 30, 2025, respectively.

As discussed further in Note 5 – Real Estate Loans Receivable, no interest income was recorded on the Maplewood Revolver during the three and six months ended June 30, 2026 and 2025.

In March 2025, Genesis Healthcare, Inc.

6 unchanged sentences

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.

Since commencing the bankruptcy process in July 2025, Genesis made all required contractual rent and interest payments through the end of June 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 (the “Genesis sale”), 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.

In the second quarter of 2026, WSSH provided adequate assurance of future performance through an exchange of electronic correspondence.

Genesis has indicated that, upon the closing of the sale, it intends to assume the Omega lease and assign it to WSSH, and WSSH has indicated that it would accept such assignment.

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 Genesis’ 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 $ 26.6 million during the three and six months ended June 30, 2026, respectively.

In addition, we recognized $ 5.9 million and $ 12.9 million of interest income related to loans to Genesis during the three and six months ended June 30, 2026, respectively.

We recognized rental income related to Genesis of $ 12.8 million and $ 25.3 million (which includes $ 21.1 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 and six months ended June 30, 2025, respectively.

In addition, we recognized $ 4.1 million and $ 8.3 million of interest income (which includes $ 0.1 million from the application of proceeds from the letter of credit) related to loans with Genesis during the three and six months ended June 30, 2025, respectively.

As of June 30, 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 July 2026, Genesis paid full contractual rent and interest due of $ 4.5 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.

Real estate loans consist of mortgage notes and other real estate loans included in the Triple-Net segment 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 June 30, 2026, our real estate loans receivable consists of 20 fixed rate mortgage notes on 91 operating long-term care facilities and 20 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.

The facilities subject to the mortgage notes are operated by 15 independent healthcare operating companies and are located in eight U.S.

states and within the U.K.

1 unchanged sentence

A summary of our real estate loans receivable by loan type is as follows:

As of March 31, 2026

As of June 30, 2026

Average Years

11 unchanged sentences

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,

Three Months Ended June 30,

Six Months Ended June 30,

(in thousands)

Mortgage notes – interest income

2 unchanged sentences

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

Three Months Ended March 31,

Three Months Ended June 30,

Six Months Ended June 30,

(in thousands)

Advances on new real estate loans receivable (1)

2 unchanged sentences

Net cash advances (repayments) on real estate loans receivable

(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.

(1) For the six months ended June 30, 2026, consists of advances under one new real estate loan that originated during 2026 with an interest rate of 13.0 % .

For the three and six months ended June 30, 2025, consists of advances under 12 and 14 new real estate loans, respectively, originated during 2025 with weighted average interest rates of 10.0 % and 10.3 % , respectively.

Excludes two new mortgage loans issued in the second quarter of 2026 in connection with the sales of real estate assets.

See Note 20 – Supplemental Disclosure to Consolidated Statements of Cash Flows.

(2) For the three and six months ended June 30, 2026, includes $ 68.9 million of early repayments on three real estate loans with CommuniCare with a weighted average interest rate of 11.5 % in connection with the CommuniCare sales discussed in Note 3 – Assets Held for Sale, Dispositions and Impairments.

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.

1 unchanged sentence

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.

No interest income was recorded on the Maplewood Revolver during the three and six months ended June 30, 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.

As of June 30, 2026 and December 31, 2025, the amortized cost basis of the Maplewood Revolver was $ 263.6 million, which represents 18.4 % and 18.1 %, respectively, of the total amortized cost basis of all real estate loan receivables.

As of June 30, 2026 and December 31, 2025, the outstanding principal due on the Maplewood Revolver was $ 335.5 million and $ 323.8 million, respectively.

Canadian Development Loan

1 unchanged sentence

The maximum commitment under the loan agreement is $ 87.6 million Canadian dollars ($ 61.8 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).

As of June 30, 2026, the outstanding principal due on the loan is $ 23.0 million Canadian dollars ($ 16.2 million USD).

The loan bears interest at 10.0 % per annum and has a maturity date of December 12, 2035 .

1 unchanged sentence

NOTE 6 – NON-REAL ESTATE LOANS RECEIVABLE

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

Our non-real estate loans included in the Triple-Net segment 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.

As of June 30, 2026, we had 35 loans with 23 different borrowers.

A summary of our non-real estate loans by loan type is as follows:

As of March 31, 2026

As of June 30, 2026

Average Years

7 unchanged sentences

(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 $ 22.9 million maturing in 2026 ).

One outstanding note with a principal balance of $ 5.9 million is past due and has been reserved down to the estimated fair value of the underlying collateral of $ 4.6 million through our allowance for credit losses.

(2) Consists of other loans receivable with maturity dates ranging from 2026 to 2037 (with $ 169.6 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.

For the three and six months ended June 30, 2026, non-real estate loans generated interest income of $ 11.0 million and $ 23.6 million, respectively.

For the three and six months ended June 30, 2025, non-real estate loans generated interest income of $ 10.0 million and $ 20.0 million, respectively.

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

1 unchanged sentence

Three Months Ended

Six Months Ended

(in thousands)

Advances on new non-real estate loans receivable (1)

2 unchanged sentences

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

(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.

(1) For the six months ended June 30, 2026, consists of advances under six new non-real estate loans that originated during 2026 with a weighted average interest rate of 10.8 % .

For the three and six months ended June 30, 2025, consists of advances under three and four new non-real estate loans, respectively, that originated during 2025 with a weighted average interest rate of 10.0 % .

(2) For the three and six months ended June 30, 2026, includes $ 13.6 million of early repayments on two non-real estate loans with CommuniCare with a weighted average interest rate of 11.6 % in connection with the CommuniCare sales discussed in Note 3 – Assets Held for Sale, Dispositions and Impairments.

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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 .

During the second quarter of 2026, we received a $ 16.3 million paydown on the Super-Priority DIP Loan, resulting in an outstanding balance of $ 8.7 million under the Super-Priority DIP Loan as of June 30, 2026.

As of June 30, 2026, in addition to the Super-Priority DIP Loan, Omega has two secured term loans with Genesis totaling $ 139.8 million in outstanding principal, both of which matured 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.

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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.

As Genesis is currently going through the bankruptcy process, we expect the two secured term loans and Super-Priority DIP Loan to be satisfied as of the Effective Date of the proposed plan of reorganization, currently expected to be shortly after the closing of the Genesis sale, presently scheduled for on or before September 30, 2026.

As part of our ongoing credit loss procedures, we evaluated the fair value of the collateral available to us under 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 the loan.

Based on our determination regarding the sufficiency of the collateral, the loan remains 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.

As of June 30, 2026, the internal risk rating on each of the term loans is a 5 and the Super-Priority DIP Loan is a 3, which we believe appropriately reflects the risks associated with these loans.

NOTE 7 – ALLOWANCE FOR CREDIT LOSSES

A rollforward of our allowance for credit losses for the three months ended March 31, 2026 is as follows:

A rollforward of our allowance for credit losses for the six months ended June 30, 2026 is as follows:

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

Provision (Recovery) for Credit Loss for the six months ended June 30, 2026 (1)

Write-offs charged against allowance for the six months ended June 30, 2026

Allowance for Credit Loss as of June 30, 2026

(in thousands)

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Unfunded non-real estate loan commitments

(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.

Unfunded non-real estate loan commitments

(1) The provision (recovery) amounts in the rollforward do not reflect $ 0.2 million of aggregate cash recoveries received during the six months ended June 30, 2026 on loans that were previously written off.

(2) These amounts include cash recoveries of $ 2.7 million related to interest payments received on loans that are written down to fair value and are being accounted for under the cost recovery method in which any payments received are applied directly against the principal balance outstanding.

This amount also includes $ 4.8 million related to principal payments received on loans that were fully reserved.

A rollforward of our allowance for credit losses for the three months ended March 31, 2025 is as follows:

A rollforward of our allowance for credit losses for the six months ended June 30, 2025 is as follows:

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

Provision (Recovery) for Credit Loss for the six months ended June 30, 2025 (1)

Write-offs charged against allowance for the six months ended June 30, 2025

Other reductions to the allowance for the six months ended June 30, 2025

Allowance for Credit Loss as of June 30, 2025

(in thousands)

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Unfunded non-real estate loan commitments

(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.

(1) The provision (recovery) amounts in the rollforward do not reflect $ 2.0 million of aggregate cash recoveries received during the six months ended June 30, 2025 on loans that were previously written off.

(2) The amount includes cash recoveries of $ 2.9 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 $ 1.8 million related to principal payments received on loans that were fully reserved.

(3) Represents the allowance for credit losses related to an investment in a direct financing lease that was reclassified to real estate assets in connection with the termination of the lease in the first quarter of 2025.

(4) Amount reflects the write-off of the reserves associated with two loans to LaVie Care Centers, LLC (“LaVie”) (which were both previously fully reserved) that were discharged as part of the LaVie plan of reorganization effective as of June 1, 2025.

A summary of our amortized cost basis by year of origination and credit quality indicator is as follows:

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Revolving Loans

Balance as of March 31, 2026

Balance as of June 30, 2026

(in thousands)

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Non-real estate loans receivable

Year to date gross write-offs

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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.

As of June 30, 2026 and December 31, 2025, we have excluded $ 11.5 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.

During the three and six months ended June 30, 2026, we recognized $ 1.1 million and $ 2.2 million, respectively, of interest income related to loans on non-accrual status as of June 30, 2026.

During the three and six months ended June 30, 2025, we recognized $ 0.1 million and $ 0.6 million, respectively, of interest income related to loans on non-accrual status as of June 30, 2026.

NOTE 8 – VARIABLE INTEREST ENTITIES

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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.

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:

Below is a summary of our assets, liabilities, collateral and maximum exposure to loss associated with these unconsolidated VIEs as of June 30, 2026 and December 31, 2025:

(in thousands)

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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,

The table below reflects our total revenues from the operators that are considered unconsolidated VIEs, following the date they were determined to be VIEs, for the three and six months ended June 30, 2026 and 2025:

Three Months Ended June 30,

Six Months Ended June 30,

(in thousands)

Rental income

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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.

As of June 30, 2026 and December 31, 2025, this JV has $ 22.7 million and $ 23.2 million, respectively, of total assets, and $ 21.0 million and $ 20.9 million, respectively, of total liabilities, which are included in our Consolidated Balance Sheets.

In addition, as discussed in Note 2 – Real Estate Assets, we consolidated the EATs that are classified as VIEs.

As of June 30, 2026, the EAT’s held five properties reflected as real estate with a carrying value of $ 49.2 million.

NOTE 9 – INVESTMENTS IN UNCONSOLIDATED ENTITIES

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Other Real Estate JVs (4)(6)

(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.

(1) Ownership percentages and facility counts are as of June 30, 2026.

(2) For the three and six months ended June 30, 2026, we recognized income (inclusive of basis amortization) of $ 1.9 million and $ 3.8 million, respectively, and received distributions totaling $ 4.0 million and $ 8.1 million, respectively, 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.

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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.

(4) As of June 30, 2026 and December 31, 2025, we had an aggregate of $ 6.8 million and $ 22.0 million, respectively, of loans outstanding with these JVs.

(5) As of June 30, 2026, includes seven JVs engaged in businesses that support the long-term healthcare industry and our triple-net operators.

(6) As of June 30, 2026, includes one JV formed for the purpose of owning or providing financing for SNFs.

SHH Holdings, LLC

As discussed in Note 2 – Real Estate Assets, during the second quarter of 2026, we acquired two skilled nursing facilities in Indiana from SHH Holdings, LLC (“Saber PropCo”) for $ 33.4 million.

No gain was recognized in income from unconsolidated entities in connection with the sale, as our share of the gain recognized by the unconsolidated entity was fully offset by the write-off of the related basis difference associated with the sold facilities.

In addition, Saber PropCo sold one additional facility during the second quarter of 2026 for $ 2.7 million.

Additionally, as part of the second quarter dispositions discussed in Note 3 – Assets Held for Sale, Dispositions and Impairments, Omega sold a SNF in Virginia that was previously leased to Ciena Healthcare Management, Inc.

(“Ciena”) to Saber PropCo, recognizing a gain of $ 3.5 million.

Saber PropCo also acquired three North Carolina SNFs from Ciena in the second quarter of 2026.

The four facilities acquired by the JV during the second quarter were leased to Saber Healthcare Holdings, LLC (“Saber”) (discussed below).

In addition, Saber PropCo acquired five Ohio SNFs from Ciena in July 2026.

The total aggregate consideration for all nine facilities acquired in the second quarter of 2026 and in July 2026 was $ 160.0 million.

All of the acquisitions completed in the second quarter of 2026 and July 2026 were funded through a combination of operating cash and third-party debt.

Following the acquisitions and sales in the second quarter of 2026 and July 2026, Saber PropCo owns 71 facilities subject to triple-net leases with Saber that generate $ 83.1 million in contractual rent per annum and Saber PropCo has $ 582.0 million of mortgage debt with a weighted average interest rate of 5.6 % per annum.

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.

On January 1, 2026, Omega acquired a 9.9 % equity interest in Saber for $ 92.8 million in cash, including transaction fees.

Under the Saber operating agreement, Omega is entitled to minimum quarterly cash distributions reflecting an annualized 8 % yield on its investment.

During the second quarter of 2026, Omega added 18 facilities that were transitioned from Ciena’s Laurel portfolio to its master lease with Saber, increasing the total number of facilities under our master lease with Saber to 69 facilities and resulting in monthly contractual rent of $ 7.7 million in July 2026 following the transitions.

One additional facility in Ciena’s Laurel portfolio was transitioned to another existing operator during the second quarter of 2026.

Omega’s total revenue from leases and loan agreements with Saber was $ 36.8 million and $ 32.7 million for the six months ended June 30, 2026 and 2025, respectively.

As of June 30, 2026, Saber also operates and leases 66 facilities held by Saber PropCo, a property holding company JV in which Omega owns a 49 % equity interest, along with the five Ohio SNFs acquired by Saber PropCo in July 2026 (discussed above).

For the three and six months ended June 30, 2026, we recognized income (inclusive of basis amortization) from this investment of $ 1.1 million and $ 2.2 million, respectively, and received distributions totaling $ 1.9 million.

NOTE 10 – GOODWILL AND OTHER INTANGIBLES

The following is a summary of our goodwill as of March 31, 2026 and December 31, 2025:

The following is a summary of our goodwill as of June 30, 2026 and December 31, 2025:

(in thousands)

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Foreign currency translation

Balance as of March 31, 2026

The following is a summary of our intangible assets and liabilities as of March 31, 2026 and December 31, 2025:

Balance as of June 30, 2026

Prior to the second quarter of 2026, Omega operated as a single reportable segment and maintained one reporting unit for purposes of its goodwill impairment assessment.

As discussed in Note 21 – Segments, during the second quarter of 2026, the Company reorganized its internal reporting structure and identified two reportable segments:

Triple-Net and Operating.

As a result, the Company reassessed its reporting unit structure and determined that its previously single reporting unit should be split into two reporting units corresponding to the newly identified segments.

The Company reallocated its goodwill balance of $ 644.4 million as of April 1, 2026, to the two reporting units using a relative fair value approach.

Based on this analysis, $ 637.9 million and $ 6.5 million of goodwill were assigned to the Triple-Net and Operating reporting units, respectively.

In accordance with ASC 350, the Company performed a goodwill impairment assessment immediately before the reallocation at the original reporting unit level and immediately after the reallocation at each of the new reporting unit levels.

The Company concluded that goodwill was not impaired under either assessment.

As of June 30, 2026, $ 6.5 million of goodwill related to our Operating segment and $ 637.9 million related to our Triple-Net segment.

The following is a summary of our intangible assets and liabilities as of June 30, 2026 and December 31, 2025:

(in thousands)

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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.

For the three and six months ended June 30, 2026, our net amortization expense related to intangibles was $ 0.5 million and $ 1.0 million, respectively.

For the three and six months ended June 30, 2025, our net amortization expense related to intangibles was $ 0.6 million and $ 0.8 million, respectively.

The estimated net amortization expense related to these intangibles for the remainder of 2026 and the next four years is as follows:

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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 .

As of June 30, 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.

As of June 30, 2026, our real estate investment portfolio comprised 1,022 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 41 states, Washington, D.C., the U.K.

and Jersey, and are operated or managed by 93 third-party operators or managers.

At March 31, 2026, 98 % of our real estate investments related to long-term healthcare facilities.

At June 30, 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 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 generated 6.6 % and 6.3 % of our total revenues for the three months ended March 31, 2026 and 2025, respectively.

During the three and six months ended June 30, 2026, we had no operators with total revenues that exceeded 10% of our total revenues.

During the three and six months ended June 30, 2025, we had one operator with total revenues that exceeded 10% of our total revenues:

CommuniCare generated 7.9 % and 8.6 % of our total revenues for the three and six months ended June 30, 2026, respectively, and 10.9 % of our total revenues for the three and six months ended June 30, 2025.

As of June 30, 2026, CommuniCare represented 3.9 % of our total investments (before accumulated depreciation and allowances).

Revenues from resident fees and services are not subject to concentration risk, as the underlying agreements at the facilities in our Operating segment are with individual residents.

As of June 30, 2026, we had total investments (before accumulated depreciation and allowances) with two operators that approximated or exceeded 10% of our total investments:

Maplewood and Saber.

As of 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 generated 6.6 % of our total revenues for the three and six months ended June 30, 2026, and 6.9 % and 6.6 % of our total revenues for the three and six months ended June 30, 2025, respectively.

Saber generated 6.0 % and 5.6 % of our total revenues for the three and six months ended June 30, 2026, respectively, and 5.8 % of our total revenues for the three and six months ended June 30, 2025.

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.

As of June 30, 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.

( 17.7 %), Texas ( 8.8 %) and Indiana ( 6.4 %).

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February 17, 2026

August 3, 2026

August 14, 2026

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):

The following is a summary of the shares issued under the Dividend Reinvestment and Common Stock Purchase Plan for the three and six months ended June 30, 2026 and 2025 (in thousands):

Shares issued

1 unchanged sentence

Three Months Ended

March 31, 2025

June 30, 2025

Three Months Ended

March 31, 2026

June 30, 2026

Six Months Ended

June 30, 2025

Six Months Ended

June 30, 2026

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):

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 and six months ended June 30, 2026 and 2025 (in thousands except average price per share):

Average Net Price

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Three Months Ended

March 31, 2025

June 30, 2025

Three Months Ended

March 31, 2026

June 30, 2026

Six Months Ended

June 30, 2025

Six Months Ended

June 30, 2026

(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.

We did not utilize the forward provisions under the ATM Program during the three and six months ended June 30, 2026 and 2025.

Noncontrolling Interest

During the three and six months ended June 30, 2026, we redeemed 1,493,882 and 1,793,882 of Omega OP units for cash of $ 70.6 million and $ 83.9 million, respectively.

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

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:

The following is a summary of our accumulated other comprehensive income (loss), net of tax as of June 30, 2026 and December 31, 2025:

(in thousands)

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Total accumulated other comprehensive income for Omega

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.

During the three and six months ended June 30, 2026, we reclassified $ 2.0 million and $ 4.1 million, respectively, of realized gains out of accumulated other comprehensive income into interest expense on our Consolidated Statements of Operations associated with our cash flow hedges.

During the three and six months ended June 30, 2025, we reclassified $ 1.4 million and $ 2.8 million, respectively, of realized gains out of accumulated other comprehensive income into interest expense on our Consolidated Statements of Operations associated with our cash flow hedges.

NOTE 13 – TAXES

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The following is a summary of our provision for income taxes:

Three Months Ended March 31,

Three Months Ended June 30,

Six Months Ended June 30,

(in thousands)

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(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 .

The income tax expense for both the three and six months ended June 30, 2026 and 2025 was primarily due to income from foreign jurisdictions that is subject to foreign income taxes and withholding taxes.

As of June 30, 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,

The following is a summary of our stock-based compensation expense for the three and six months ended June 30, 2026 and 2025, respectively:

Three Months Ended June 30,

Six Months Ended June 30,

(in thousands)

Stock-based compensation expense

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 for the six months ended June 30, 2026 and 2025 reflects the impact of modifications to certain stock awards in connection with leadership transitions of members of executive management as discussed in the “Leadership Transition” section below.

Stock-based compensation expense is included within general and administrative expenses on our Consolidated Statements of Operations.

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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.

We granted 19,624 time-based PIUs and 19,886 time-based RSUs to directors during the second quarter of 2026, and those units vest on the date of Omega’s 2027 annual meeting of stockholders, subject to the director’s continued service and vesting in certain other events.

Time-based and performance-based grants made to named executive officers and key employees that meet certain conditions under the Company’s retirement policy (length of service, age, etc.) vest on an accelerated basis pursuant to the terms of our 2018 Stock Incentive Plan.

Leadership Transition

The Company incurred an additional non-cash stock-based compensation expense of $ 6.6 million related to the termination of employment of Daniel J.

Leadership Transitions

In May 2026, the Company and C.

Taylor Pickett, the Company’s Chief Executive Officer, agreed that Mr.

Pickett will step down as CEO and from the Board effective October 1, 2026.

The Board appointed Matthew P.

Gourmand, currently President, to serve as President and Chief Executive Officer effective October 1, 2026.

Also in May 2026, the Company and Robert O.

Stephenson agreed that his employment will terminate effective August 1, 2026.

The Board appointed Neal A.

Ballew, Senior Vice President and Chief Accounting Officer, as Chief Financial Officer, and Lucas M.

Golem, Vice President of Financial Reporting, as Chief Accounting Officer, each effective on August 1, 2026.

On May 19, 2026, the Company entered into Transition Agreements and Releases with Mr.

Pickett and Mr.

Each agreement provides for an unprorated 2026 short-term incentive and continued vesting, on an unprorated basis, of previously granted equity awards through December 31, 2029, subject to their terms.

Stephenson will also receive severance consistent with a termination without cause, including a $ 2.5 million transition payment payable over 24 months beginning August 1, 2026.

The Company also entered into consulting agreements with Mr.

Pickett (effective October 2, 2026 through October 1, 2027, and extendable to April 1, 2028) and Mr.

Stephenson (effective August 2, 2026 through August 1, 2027, and extendable to February 1, 2028).

In connection with these arrangements and related modifications to equity awards, the Company incurred incremental non-cash stock-based compensation expense of $ 31.8 million and $ 5.7 million of cash transition related expenses.

We recognized incremental non-cash stock-based compensation expense of $ 14.7 million and $ 4.2 million of cash transition related expenses in the second quarter of 2026, which are reflected within general and administrative expense within the consolidated statements of operations.

In addition, we will also recognize an additional $ 17.1 million of incremental non-cash stock-based compensation expense and $ 1.6 million of cash transition related expenses in the third quarter of 2026 related to these agreements.

In addition, during the three months ended March 31, 2025, the Company recognized $ 6.6 million of incremental non-cash stock-based compensation expense related to the departure 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.

General and administrative expenses also included a $ 2.2 million accrual for transition payments payable to Mr.

Booth over the 24-month period following January 2, 2026, the effective date of his termination of employment, as well as other costs incurred related to the transition.

NOTE 15 – BORROWING ACTIVITIES AND ARRANGEMENTS

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(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 .

As of June 30, 2026 and December 31, 2025, we were in compliance with all applicable covenants for our borrowings .

NOTE 16 – DERIVATIVES AND HEDGING

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Derivatives Designated as Hedging Instruments

As of March 31, 2026, we have nine interest rate swaps with $ 300.0 million in notional value.

As of June 30, 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.

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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 .

In addition, in the second quarter of 2026, the Company entered into two GBP/USD currency forward contracts totaling £ 350.0 million of notional value at a weighted average rate of 1.3257 that mature on October 30, 2026 .

For the three and six months ended June 30, 2026, we recognized fair value losses of $ 0.1 million and fair value gains of $ 0.8 million, respectively, related to these forward contracts that are recorded within other income – net in the Consolidated Statements of Operations.

As of June 30, 2026, we have five GBP/USD currency forward contracts remaining with notional amounts totaling £ 390.5 million and a weighted average GBP-USD rate of 1.3295 , each of which mature between July 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:

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Derivative instruments not designated:

Accrued expenses and other liabilities

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.

1 unchanged sentence

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).

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

As of June 30, 2026 and December 31, 2025, the net carrying amounts and fair values of our other financial instruments were as follows:

June 30, 2026

December 31, 2025

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● Revolving Credit Facility and 2028 Term Loan:

The carrying amounts of these approximate fair value because the borrowings are interest rate adjusted.

The carrying amounts of these approximate fair value because interest rates on these borrowings reset periodically to current market rates.

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 .

The fair values of the senior unsecured notes payable are estimated using publicly available trading prices (Level 1) .

NOTE 18 – COMMITMENTS AND CONTINGENCIES

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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 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, with the mandate issued on March 2, 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.

2 unchanged sentences

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.

Upon the denial of the appeal of the Maryland suit, the parties in the Delaware suit agreed to submit the dispute to the Delaware court on cross-dispositive motions.

Briefing on the cross-dispositive motions will be completed in mid-August 2026, and the dispute will then be ripe for adjudication by the Delaware court.

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.

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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.

The proposed complaint also alleges a preference action against the agent under the Prepetition Term Loan(s) in respect of payments made to such 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.

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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.

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, individually or in the aggregate, will not have a material adverse effect on our consolidated financial position or results of operations.

Indemnification Agreements

In connection with certain facility transitions, we have agreed to indemnify certain operators in certain events.

As of March 31, 2026, our maximum funding commitment under these indemnification agreements was $ 7.5 million.

As of June 30, 2026, our maximum funding commitment under these indemnification agreements was $ 17.5 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.

We have committed to fund the construction of new leased and mortgaged facilities, capital improvements and other commitments.

We have committed to fund the construction of new leased and mortgaged facilities, capital improvements and other funding obligations.

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):

Our remaining commitments at June 30, 2026 are outlined in the table below (in thousands):

Lessor construction and capital commitments under lease agreements

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The following tables set forth the computation of basic and diluted earnings per share:

Three Months Ended March 31,

Three Months Ended June 30,

Six Months Ended June 30,

(in thousands, except per share amounts)

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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,

The following are supplemental disclosures to the Consolidated Statements of Cash Flows for the six months ended June 30, 2026 and 2025:

Six Months Ended June 30,

(in thousands)

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Non-cash acquisition of real estate

Non cash proceeds from sale of real estate investments

Non-cash collection of real estate loan receivable principal

Non-cash investment in real estate loans receivable

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,

Effective April 1, 2026, our Chief Executive Officer, who serves as our CODM, began separately evaluating the performance of our Triple-Net and Operating investments.

This change was driven by the Company’s continued expansion of RIDEA-structured and other operating investments following its initial RIDEA transaction in the fourth quarter of 2025.

As a result of this change in how the CODM evaluates performance and allocates resources (including employees and financial or capital resources), the Company changed its segment reporting structure from a single operating and reportable segment to two operating and reportable segments:

(i) Triple-Net and (ii) Operating.

Although the Operating segment does not meet the quantitative thresholds for separate disclosure under ASC 280, we have elected to present it as a reportable segment given its distinct operating characteristics and to enhance transparency for investors.

In connection with this change in segment structure, the CODM also revised the segment profit measure and significant expense measures used to evaluate the business.

Under the prior single-segment structure, the CODM primarily evaluated performance based on net income.

With the two-segment structure, Net Operating Income ("NOI") is the primary measure used by the CODM to evaluate segment performance, as it better reflects property-level operating performance across both segments and excludes the impact of corporate-level financing and other non-operating items included in net income.

Under the prior single-operating segment structure, interest expense was identified as the most significant segment expense because of its significance within a business model centered on deploying capital into long-term contractual financing arrangements.

Upon transitioning to two segments and adopting NOI as the segment profit measure, property-level expenses represent the significant expense category included in the NOI measure and most regularly reviewed by the CODM to assess segment performance.

The Company defines NOI as total revenues less property-level expenses for consolidated and unconsolidated entities.

For unconsolidated entities, NOI reflects the Company's proportionate share of the unconsolidated entities’ NOI rather than GAAP income (loss) from unconsolidated entities, as this provides a consistent basis for evaluating investments regardless of ownership structure.

The difference between proportionate NOI and GAAP income (loss) from unconsolidated entities is included as a reconciling item below.

NOI is a non-GAAP measure and is reconciled to net income below.

Prior period information for the comparable periods has been recast below to reflect the changes to the Company’s segments, segment profit measure, and significant segment expenses.

The following table summarizes information for the reportable segments for the three months ended June 30, 2026:

Three Months Ended June 30, 2026

Corporate (1)

(in thousands)

Rental income

Interest income

Resident fees and services

Miscellaneous income

Total revenues

Property-level expenses

Net operating income from unconsolidated entities

Net operating income

Depreciation and amortization

Interest expense

Interest – amortization of deferred financing costs (1)

Interest expense – net

(1) Includes amortization of deferred financing costs, discounts and premiums.

General and administrative

Acquisition, merger and transition related costs

Impairment on real estate properties

Recovery for credit losses

Other expense - net

Gain on assets sold - net

Income tax expense

Non-operating net loss from unconsolidated entities (2)

(1) Represents items not allocated to either reportable segment.

Presented for reconciliation purposes only.

(2) Represents Omega’s share of non-operating losses from unconsolidated entities in which Omega holds a noncontrolling ownership interest.

These losses primarily consist of depreciation and interest expenses.

Income from unconsolidated entities reported on the Consolidated Statements of Operations is comprised of Net operating income from unconsolidated entities and Non-operating net loss from unconsolidated entities presented above.

The following table summarizes significant expense categories by segment for the three months ended June 30, 2026:

Three Months Ended June 30, 2026

(in thousands)

Repairs and maintenance

Property taxes

Other segment expenses (1)

Total property-level expenses (2)

(1) Other segment expenses for our Operating segment include management fees, insurance expense, marketing, supplies and other miscellaneous expenses.

Triple-Net other segment expenses include right of use asset amortization for properties subject to ground leases and other miscellaneous expenses.

(2) See Note 1 – Basis of Presentation and Significant Accounting Policies for additional information on the reclassification of property-level expenses.

Omega had no facilities operating under the RIDEA structure during the three and six months ended June 30, 2025, and accordingly no amounts are shown in the Operating columns for those periods in the following tables.

The following table summarizes information for the reportable segments for the three months ended June 30, 2025:

Three Months Ended June 30, 2025

Corporate (1)

(in thousands)

Rental income

Interest income

Resident fees and services

Miscellaneous income

Total revenues

Property-level expenses

Net operating income from unconsolidated entities

Net operating income

Depreciation and amortization

Interest expense

General and administrative

Acquisition, merger and transition related costs

Impairment on real estate properties

Recovery for credit losses

Other income - net

Gain on assets sold - net

Income tax expense

Non-operating net loss from unconsolidated entities (2)

(1) Represents items not allocated to either reportable segment.

Presented for reconciliation purposes only.

(2) Represents Omega’s share of non-operating losses from unconsolidated entities in which Omega holds a noncontrolling ownership interest.

These losses primarily consist of depreciation and interest expenses.

The following table summarizes significant expense categories by segment for the three months ended June 30, 2025:

Three Months Ended June 30, 2025

(in thousands)

Repairs and maintenance

Property taxes

Other segment expenses (1)

Total property-level expenses (2)

(1) Triple-Net other segment expenses include right of use asset amortization for properties subject to ground leases and other miscellaneous expenses.

(2) See Note 1 – Basis of Presentation and Significant Accounting Policies for additional information on the reclassification of property-level expenses.

The following table summarizes information for the reportable segments for the six months ended June 30, 2026:

Six Months Ended June 30, 2026

Corporate (1)

(in thousands)

Rental income

Interest income

Resident fees and services

Miscellaneous income

Total revenues

Property-level expenses

Net operating income from unconsolidated entities

Net operating income

Depreciation and amortization

Interest expense

General and administrative

Acquisition, merger and transition related costs

Impairment on real estate properties

Recovery for credit losses

Other expense - net

Gain on assets sold - net

Income tax expense

Non-operating net loss from unconsolidated entities (2)

(1) Represents items not allocated to either reportable segment.

Presented for reconciliation purposes only.

(2) Represents Omega’s share of non-operating losses from unconsolidated entities in which Omega holds a noncontrolling ownership interest.

These losses primarily consist of depreciation and interest expenses.

The following table summarizes significant expense categories by segment for the six months ended June 30, 2026:

Six Months Ended June 30, 2026

(in thousands)

Repairs and maintenance

Property taxes

Other segment expenses (1)

Total property-level expenses (2)

(1) Other segment expenses for our Operating segment include management fees, insurance expense, marketing, supplies and other miscellaneous expenses.

Triple-Net other segment expenses include right of use asset amortization for properties subject to ground leases and other miscellaneous expenses.

(2) See Note 1 – Basis of Presentation and Significant Accounting Policies for additional information on the reclassification of property-level expenses.

The following table summarizes information for the reportable segments for the six months ended June 30, 2025:

Six Months Ended June 30, 2025

Corporate (1)

(in thousands)

Rental income

Interest income

Resident fees and services

Miscellaneous income

Total revenues

Property-level expenses

Net operating income from unconsolidated entities

Net operating income

Depreciation and amortization

Interest expense

General and administrative

Acquisition, merger and transition related costs

Impairment on real estate properties

Provision for credit losses

Other income - net

Gain on assets sold - net

Income tax expense

Non-operating net loss from unconsolidated entities (2)

(1) Represents items not allocated to either reportable segment.

Presented for reconciliation purposes only.

(2) Represents Omega’s share of non-operating losses from unconsolidated entities in which Omega holds a noncontrolling ownership interest.

These losses primarily consist of depreciation and interest expenses.

The following table summarizes significant expense categories by segment for the six months ended June 30, 2025:

Six Months Ended June 30, 2025

(in thousands)

Repairs and maintenance

Property taxes

Other segment expenses (1)

Total property-level expenses (2)

(1) Triple-Net other segment expenses include right of use asset amortization for properties subject to ground leases and other miscellaneous expenses.

(2) See Note 1 – Basis of Presentation and Significant Accounting Policies for additional information on the reclassification of property-level expenses.

Total assets by reportable business segment are not disclosed as our CODM does not review such information to evaluate business performance and allocate resources.

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.

In July 2026, we acquired the operator of four care homes, which were already owned by Omega, for a contractual purchase price of $ 20.2 million and transitioned the investment into our new Operating segment.

Concurrently with the acquisition, the Company entered into a management agreement with an affiliate of the acquired operator to continue managing the day-to-day operations of the four care homes.

In July 2026, we acquired six SNFs in Texas for $ 72.9 million and leased them to one new operator.

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 1. Financial Statements