OMEGA HEALTHCARE INVESTORS INC 10-Q

Item 2 – Unregistered Sales of Equity Securities and Use of Proceeds From time to time, the Company issues shares of common stock in reliance on the private placement exemption under Section 4(a)(2) of the Securities Act of 1933, as amended, in exchange for Omega OP Units. During the quarter ended June 30, 2026, we did not issue any shares of Omega common stock in exchange for Omega OP Units tendered to Omega OP for redemption in accordance with the provisions of the partnership agreement governing Omega OP in reliance on this exemption. Issuer Purchases of Equity Securities During the second quarter of 2026, we did not repurchase any shares of our outstanding common stock. ​ ​ It em 5 – Other Information Rule 10b5-1 Trad ing Plans No officers or directors, as defined in Rule 16a-1(f), adopted , modified and/or terminated a “Rule 10b5-1 trading arrangement” or a “non-Rule 10b5-1 trading arrangement,” as defined in Regulation S-K Item 408, during the second quarter of 2026. 59 Table of Contents Item 6 – Exhibits ​ ​ ​ Exhibit No. ​ ​ 10.1 ​ Transition Agreement and Release, dated as of May 19, 2026, among Omega Healthcare Investors, Inc., OHI Asset Management LLC and C. Taylor Pickett (incorporated by reference to Exhibit 10.1 to the Company’s Form 8-K, filed on May 21, 2026).+ 10.2 ​ Consulting Agreement, dated as of May 19, 2026, and effective as of October 2, 2026, between Omega Healthcare Investors, Inc. and C. Taylor Pickett (incorporated by reference to Exhibit 10.2 to the Company’s Form 8-K, filed on May 21, 2026).+ 10.3 ​ Transition Agreement and Release, dated as of May 19, 2026, among Omega Healthcare Investors, Inc., OHI Asset Management LLC and Robert O. Stephenson (incorporated by reference to Exhibit 10.3 to the Company’s Form 8-K, filed on May 21, 2026).+ 10.4 ​ Consulting Agreement, dated as of May 19, 2026, and effective as of August 2, 2026, between Omega Healthcare Investors, Inc. and Robert O. Stephenson (incorporated by reference to Exhibit 10.4 to the Company’s Form 8-K, filed on May 21, 2026).+ 31.1 ​ Rule 13a-14(a)/15d-14(a) Certification of Chief Executive Officer of Omega Healthcare Investors, Inc.* 31.2 ​ Rule 13a-14(a)/15d-14(a) Certification of Chief Financial Officer of Omega Healthcare Investors, Inc.* 32.1 ​ Section 1350 Certification of the Chief Executive Officer of Omega Healthcare Investors, Inc.* 32.2 ​ Section 1350 Certification of the Chief Financial Officer of Omega Healthcare Investors, Inc.* 101 ​ The following financial statements (unaudited) from the Company’s Quarterly Report on Form 10-Q for the quarter ended June 30, 2026, formatted in Inline XBRL: (i) Consolidated Balance Sheets, (ii) Consolidated Statements of Operations, (iii) Consolidated Statements of Comprehensive Income, (iv) Consolidated Statements of Equity, (v) Consolidated Statements of Cash Flows and (vi) Notes to Consolidated Financial Statements, tagged as blocks of text and including detailed tags. 104 ​ Cover Page Interactive Data File - the cover page XBRL tags are embedded within the Inline XBRL document (included in Exhibit 101). * Exhibits that are filed or furnished herewith. + Management contract or compensatory plan, contract or arrangement. ​ ​ 60 Table of Contents SIGNATURES Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized. OMEGA HEALTHCARE INVESTORS, INC. Registrant Date: July 30, 2026 By: /S/ C. TAYLOR PICKETT ​ ​ C. Taylor Pickett ​ ​ Chief Executive Officer ​ ​ ​ Date: July 30, 2026 By: /S/ ROBERT O. STEPHENSON ​ ​ Robert O. Stephenson ​ ​ Chief Financial Officer ​ ​ ​ ​ 61