OMEGA HEALTHCARE INVESTORS INC

June 30, 2025

NOTE 1 – BASIS OF PRESENTATION AND SIGNIFICANT ACCOUNTING POLICIES

Business Overview and Organization

Omega Healthcare Investors, Inc. (“Parent”) is a Maryland corporation that, together with its consolidated subsidiaries (collectively, “Omega,” the “Company,” “we,” “our” or “us”) invests in healthcare-related real estate properties located in the United States (“U.S.”) and the United Kingdom (“U.K.”). Our core business is to provide financing and capital to the long-term healthcare industry with a particular focus on skilled nursing facilities (“SNFs”), assisted living facilities (“ALFs”), including care homes in the U.K., and to a lesser extent, independent living facilities (“ILFs”), rehabilitation and acute care facilities (“specialty facilities”) and medical office buildings. Our core portfolio consists of long-term “triple net” leases and real estate loans with healthcare operating companies and affiliates (collectively, our “operators”). In addition to our core investments, we make loans to operators and/or their principals. From time to time, we also acquire equity interests in joint ventures or entities that support the long-term healthcare industry and our operators.

Omega has elected to be taxed as a real estate investment trust (“REIT”) for federal income tax purposes and is structured as an umbrella partnership REIT (“UPREIT”) under which all of Omega’s assets are owned directly or indirectly by, and all of Omega’s operations are conducted directly or indirectly through, its operating partnership subsidiary, OHI Healthcare Properties Limited Partnership (collectively with its subsidiaries, “Omega OP”). Omega has exclusive control over Omega OP’s day-to-day management pursuant to the partnership agreement governing Omega OP. As of June 30, 2025, Parent owned 97% of the issued and outstanding units of partnership interest in Omega OP (“Omega OP Units”), and other investors owned 3% of the outstanding Omega OP Units.

Basis of Presentation and Principles of Consolidation

The accompanying unaudited consolidated financial statements have been prepared in accordance with the instructions to Form 10-Q and do not include all the information and notes required by U.S. generally accepted accounting principles (“GAAP”) for complete financial statements. In our opinion, all adjustments (consisting of normal recurring accruals) considered necessary for a fair presentation have been included. The results of operations for the interim periods reported herein are not necessarily indicative of results to be expected for the full year. These unaudited consolidated financial statements should be read in conjunction with the financial statements and the footnotes thereto included in our Annual Report on Form 10-K for the year ended December 31, 2024.

Omega’s consolidated financial statements include the accounts of Omega Healthcare Investors, Inc., its wholly owned subsidiaries and the joint ventures (“JVs”) and variable interest entities (“VIEs”) that it controls, through voting rights or other means. All intercompany transactions and balances have been eliminated in consolidation.

Reclassifications

Certain line items in our Consolidated Statements of Cash Flows have been combined to conform to the current period presentation.

Recent Accounting Pronouncements

ASU – 2024-03, Income Statement – Reporting Comprehensive Income – Expense Disaggregation Disclosures (Subtopic 220-40): Disaggregation of Income Statement Expenses

In November 2024, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) 2024-03, which requires disclosure of certain costs and expenses on an interim and annual basis in the notes to the financial statements. The guidance is effective for the first annual reporting period beginning after December 15, 2026, and interim reporting periods within annual reporting periods beginning after December 15, 2027. The amendments in this update are to be applied on a prospective basis, with the option for retrospective application. Early adoption is permitted. We are currently evaluating the potential impact of adopting this new guidance on our consolidated financial statements and disclosures.

ASU – 2023-09, Income Taxes (Topic 740): Improvements to Income Tax Disclosures

In December 2023, the FASB issued ASU 2023-09, which modifies the rules on income tax disclosures to require entities to disclose (i) specific categories in the rate reconciliation, (ii) the income or loss from continuing operations before income tax expense or benefit (separated between domestic and foreign) and (iii) income tax expense or benefit from continuing operations (separated by federal, state and foreign). The guidance also requires entities to disclose their income tax payments to international, federal, state and local jurisdictions. The guidance is effective for annual periods beginning after December 15, 2024. Early adoption is permitted. The guidance should be applied on a prospective basis, but retrospective application is permitted. We are currently evaluating the potential impact of adopting this new guidance on our consolidated financial statements and disclosures.

NOTE 2 – REAL ESTATE ASSETS

At June 30, 2025, our leased real estate properties included 577 SNFs,342 ALFs,19 ILFs,18 specialty facilities andone medical office building. The following table summarizes the Company’s rental income:

Our variable income from operating leases primarily represents the reimbursement by operators for real estate taxes that Omega pays directly.

Asset Acquisitions

The following table summarizes the asset acquisitions that occurred during the six months ended June 30, 2025:

Construction in Progress and Capital Expenditure Investments

We invested $27.4 million and $62.7 million under our construction in progress and capital improvement programs during the three and six months ended June 30, 2025, respectively. We invested $34.8 million and $56.2 million under our construction in progress and capital improvement programs during the three and six months ended June 30, 2024, respectively. As of June 30, 2025, construction in progress included three projects consisting of the development of a SNF in Virginia, a SNF in Florida and a SNF in Maryland.

During the first quarter of 2025, we purchased a real estate property located in Maryland for approximately $4.0 million that will be redeveloped into a SNF. In conjunction with the acquisition, we amended our lease agreement with an existing operator to incorporate the property. We are committed to a maximum funding of $22.5 million for the development of the property. As of June 30, 2025, $4.7 million was included in construction in progress related to this development project.

In February 2025, we completed and placed into service the $201.8 million Inspir Embassy Row construction in progress project, an ALF in Washington D.C., and began recognizing rental income from the facility. The facility is subject to a 24-year single facility lease with an entity that is jointly owned by Maplewood Senior Living (along with affiliates, “Maplewood”) and a third-party investor. We recognized full contractual rental income of $3.2 million and $5.3 million related to the lease for the new facility for the three and six months ended June 30, 2025, respectively.

Direct Financing Lease

As of December 31, 2024, we had one direct financing lease with a net investment of $9.5 million. During the first quarter of 2025, we terminated the direct financing lease, along with several operating leases with the same operator, and entered into a new consolidated operating lease for all facilities leased to the operator. In connection with the termination of the direct financing lease, we reclassified $9.4 million from investment in direct financing lease to real estate assets during the first quarter of 2025. In connection with the execution of the new consolidated lease agreement, we paid $10.0 million to the operator, which was treated as lease inducement. As this operator is on a cash basis of revenue recognition, the inducement was immediately expensed and was recorded as a reduction to the rental income recognized for the three months ended March 31, 2025. See additional discussion within Note 4 – Contractual Receivables and Other Receivables and Lease Inducements.

NOTE 3**– ASSETS HELD FOR SALE, DISPOSITIONS AND IMPAIRMENTS**

Periodically we sell facilities to reduce our exposure to certain operators, geographies and non-strategic assets or due to the exercise of a tenant purchase option.

The following is a summary of our assets held for sale:

During the second quarter of 2025, we reclassifiedtwo SNFs to assets held for sale as a result of an operator’s exercise of a purchase option. The net book value of the facilities exceeded the estimated fair value, based on the estimated proceeds from the sale, and as a result, an impairment of$6.3 million was recorded in connection with reclassifying these assets to held for sale.

Asset Sales

During the three and six months ended June 30, 2025, we sold seven facilities (six SNFs andone ALF) and 34 facilities (32 SNFs andtwo ALFs) 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. As part of a 12-facility sale recognized during the six months ended June 30, 2025, Omega may be entitled to additional consideration contingent upon the occurrence of certain future events that are outside of our control. Given these events are not within Omega’s control, the uncertainty surrounding the timing of the events and the probability of collection, we did not recognize any additional contingent consideration as of the legal sale date.

During the three and six months ended June 30, 2024, we sold five SNFs andnine SNFs for approximately $34.8 million and $44.9 million in net cash proceeds, respectively. As a result of these sales, we recognized a net gain of $12.9 million and $11.5 million, respectively.

Sales Not Recognized

As of June 30, 2025 and December 31, 2024, three facility sales had not been recognizeddue to not meeting the contract criteria under ASC 610-20 at the applicable legal sale date. As of June 30, 2025 and December 31, 2024, we had$19.7 million and$20.1 million, respectively, of real estate assets – net recorded on our Consolidated Balance Sheets related to these unrecognized sales. During the three and six months ended June 30, 2025, we received interest of $1.6 million and $2.7 million, respectively, from seller financing related to unrecognized sales. During the three and six months ended June 30, 2024, we received interest of $0.3 million and $0.6 million, respectively, from seller financing related to unrecognized sales. The interest received from these seller financings was deferred and recorded as a contract liability within accrued expenses and other liabilities on our Consolidated Balance Sheets.

Real Estate Impairments

During the three and six months ended June 30, 2025, we recorded impairments onthree andfour facilities of $14.2 million and $15.4 million, respectively. Of the $15.4 million, $9.1 million related to two held for use facilities and $6.3 million related to two facilities that were classified as held for sale.

During the three and six months ended June 30, 2024, we recorded impairments onfour andseven facilities of$8.2 million and$13.5 million, respectively. Of the$13.5 million,$8.1 million related tofive held for use facilities and$5.4 million related totwo facilities that were classified as held for sale.

To estimate the fair value of the facilities for the impairments noted above, we utilized a market approach that considered binding sale agreements (a Level 1 input) or non-binding offers from unrelated third parties and/or broker quotes (a Level 3 input).

NOTE 4 – CONTRACTUAL RECEIVABLES AND OTHER RECEIVABLES AND LEASE INDUCEMENTS

Contractual receivables relate to the amounts currently owed to us under the terms of our lease and loan agreements. Effective yield interest receivables relate to the difference between the interest income recognized on an effective yield basis over the term of the loan agreement and the interest currently due to us according to the contractual agreement. Straight-line rent receivables relate to the difference between the rental revenue recognized on a straight-line basis and the amounts currently due to us according to the contractual agreement. Lease inducements result from value provided by us to the lessee, at the inception, modification or renewal of the lease, and are amortized as a reduction of rental income over the non-cancellable lease term.

A summary of our net receivables and lease inducements by type is as follows:

Cash Basis Operators and Straight-Line Receivable Write-Offs

We review our collectibility assumptions related to rental income from our operator leases on an ongoing basis. During the three and six months ended June 30, 2025, we placedtwo new operators, which Omega did not previously have a relationship with prior to 2025, andone existing operator on a cash basis of revenue recognition, as collection of substantially all contractual lease payments due from them was not deemed probable. During the three months ended June 30, 2025, there was a$15.5 million write-off of straight-line rent receivable associated with placing the existing operator on a cash basis of revenue recognition, as we received information regarding substantial doubt of its ability to continue as a going concern. The lease agreements with thetwo new operators were executed in 2025 as part of the transition of facilities from prior operators. As we had no previous relationship with these new operators and collection of substantially all contractual lease payments due from the new operator was not deemed probable, we placed the new operators on a cash basis of revenue recognition concurrent with the lease commencement dates, so there were no straight-line rent receivable write-offs associated with placing these operators on a cash basis.

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

During the six months ended June 30, 2024, we placedone new operator on a cash basis of revenue recognition. In the first quarter of 2024, we entered into a lease with the new operator as part of the transition of facilities from another operator. As we had no previous relationship with this new operator and collection of substantially all contractual lease payments due from the new operator was not deemed probable, we placed thenew operator on a cash basis of revenue recognition. We didnot have any straight-line receivable write-offs through rental income as a result of placing operators on a cash basis of revenue recognition during the three and six months ended June 30, 2024, respectively.

As of June 30, 2025, we had 22 operators on a cash basis for revenue recognition, which represent 17.5% and 20.6% of our total revenues for the six months ended June 30, 2025 and 2024, respectively.

Rent Deferrals and Application of Collateral

During each of the six months ended June 30, 2025 and 2024, we allowedtwo andthree operators to defer $2.7 million and $1.8 million, respectively, of contractual rent and interest. The deferrals during the six months ended June 30, 2025 and 2024 primarily related to Maplewood ($2.4 million and $1.5 million, respectively). During each of the six months ended June 30, 2025 and 2024, we received repayments of deferred rent of $2.6 million and $1.0 million, respectively.

Additionally, we allowedone andfour operators to apply collateral, such as security deposits or letters of credit, to contractual rent and interest during the six months ended June 30, 2025 and 2024, respectively. The total collateral applied to contractual rent and interest was $4.3 million and $0.6 million for the six months ended June 30, 2025 and 2024, respectively.

Lease Inducements

As discussed in Note 2 – Real Estate Assets, we agreed to a one-time $10.0 million lease inducement payment to an operator in connection with a new lease agreement executed in the first quarter of 2025. As this operator is on a cash basis of revenue recognition, the inducement was written off and recorded as a reduction to the rental income recognized for the six months ended June 30, 2025.

Operator Collectibility Updates

Maplewood

For the three and six months ended June 30, 2025, Maplewood paid $14.4 million and $28.0 million of contractual rent, respectively, falling short of the $17.3 million and $34.6 million of contractual rent due under its lease agreement for those periods, respectively. These amounts exclude contractual rent and payments related to Inspir Embassy Row in Washington D.C. of $3.2 million and $5.3 million for the three and six months ended June 30, 2025, respectively, which were paid in full and are separately discussed in Note 2 – Real Estate Assets. Maplewood also did not pay any of the $3.1 million and $5.4 million of contractual interest due under the secured revolving credit facility for the three and six months ended June 30, 2025, respectively.

Maplewood initially short-paid the contractual rent amount due under its lease agreement during the second quarter of 2023 and has not made full contractual rent and interest payments since that time. Maplewood is on a cash basis of revenue recognition for lease purposes, so rental income is only recorded for contractual rent payments that were received from Maplewood for the respective periods. We recorded rental income of $14.4 million and $11.8 million for the three months ended June 30, 2025 and 2024, respectively, and$28.0 million and$23.1 million for the six months ended June 30, 2025 and 2024, respectively.

As discussed further in Note 5 – Real Estate Loans Receivable, no interest income was recorded on the Maplewood secured revolving credit facility during the three and six months ended June 30, 2025 and 2024 as the loan is on non-accrual status for interest recognition.

In July 2025, Maplewood short-paid the contractual rent and interest amounts due under its lease and loan agreements by $1.8 million.

As previously disclosed, we entered into a settlement agreement with the Greg Smith, principal and chief executive officer of Maplewood, estate (the “Estate”) in the third quarter of 2024 that, among other things, grants Omega the right to direct the assignment of Mr. Smith’s equity to the key members of the existing Maplewood management team or their designee(s) or another designee of Omega’s choosing, with the Estate remaining liable under Mr. Smith’s guaranty until the transition is complete or one year from the court’s approval date, if earlier, and requires Omega to refrain from exercising contractual rights or remedies in connection with the defaults. We are still awaiting regulatory approvals related to licensure of the operating assets before the transition will be completed.

LaVie

LaVie Care Centers, LLC (“LaVie”)commenced voluntary cases under Chapter 11 of the U.S. Bankruptcy Code in the U.S. Bankruptcy Court forthe Northern District of Georgia, Atlanta Division in June 2024. On December 5, 2024, a plan of reorganization was confirmed by the Bankruptcy Court, pursuant to which the LaVie master lease agreement was to be assumed and assigned by certain of the debtor(s) to operators designated by the Plan Sponsor upon the effective date of the plan. The plan of reorganization was effective as of June 1, 2025, which resulted in the LaVie master lease agreement being assumed by and assigned to ENDMT LLC (“Avardis”) and amended and restated. The amended master lease has a lease term ending December 31, 2037 and requires monthly rent payments of $3.1 million, which escalate 2.5% annually.

For the three and six months ended June 30, 2025, LaVie paid full contractual rent of $6.2 million and $15.5 million, respectively, through the date the plan of reorganization became effective. As LaVie is on a cash basis of revenue recognition for lease purposes, rental income recorded was equal to cash received of $6.2 million and $5.9 million during the three months ended June 30, 2025 and 2024, respectively, and$15.5 million and$10.3 million during the six months ended June 30, 2025 and 2024, respectively. Avardis paid full contractual rent of $3.1 million in June and July 2025, following the effective date of the plan of reorganization. Avardis is on a straight-line basis for rental income recognition, and we recognized $3.6 million of rental income related to Avardis for June 2025.

We didnot recognize any interest income related to LaVie during the three and six months ended June 30, 2025 and 2024, as the three loans that were outstanding during the periods have interest paid-in-kind (“PIK”) and are on non-accrual status.

Genesis

Genesis Healthcare, Inc. (“Genesis”) was placed on a cash basis of rental revenue recognition during the third quarter of 2020 based on information the Company received from Genesis regarding substantial doubt as to their ability to continue as a going concern. Genesis continued to make their rent and interest payments to us until March 2025, when it failed to make the rent payment due under its lease agreement and the interest payment due under one of its three loan agreements.

During the second quarter of 2025, Genesis made all required contractual rent and interest payments. As Genesis is on a cash basis of revenue recognition, we recognized rental income related to Genesis of $12.8 million and $25.3 million (which includes $21.1 million for contractual rent payments received and $4.2 million from the application of proceeds from the letter of credit that was held as collateral from Genesis) during the three and six months ended June 30, 2025, respectively. During the three and six months ended June 30, 2024, we recognized rental income of $11.9 million and $23.8 million, respectively, for contractual rent payments received from Genesis. 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 three loans with Genesis during the three and six months ended June 30, 2025, respectively. The $13.0 million real estate loan with Genesis was settled in full in May 2025 so only the two term loans discussed in Note 6 – Non-Real Estate Loans Receivable remain outstanding as of June 30, 2025. We recognized $3.7 million and $7.2 million of interest income related to two term loans with Genesis during the three and six months ended June 30, 2024, respectively. As of June 30, 2025, there was $3.5 million remaining under the letter of credit.

In July 2025, Genesis commenced voluntary cases under Chapter 11 of the U.S. Bankruptcy Code in the U.S. Bankruptcy Court for the Northern District of Texas, Dallas Division. Genesis will continue to operate, as a debtor-in-possession (“DIP”), the 31 facilities subject to a master lease agreement with Omega, unless and until Genesis’ leasehold interest under the master lease agreement is rejected or assumed and assigned. We committed to provide, along with other lenders, up to $8.0 million of a $30.0 million junior secured DIP financing to Genesis, as further discussed in Note 6 – Non-Real Estate Loans Receivable. As a condition of the DIP financing, Genesis is required to pay Omega full contractual rent under its lease agreement. In July 2025, prior to filing for bankruptcy, Genesis paid full contractual rent and interest due of $4.8 million. As discussed in Note 6 – Non-real Estate Loans Receivable,8.2% per annum of the total 13.2% per annum interest on the term loans is PIK interest.

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 June 30, 2025, our real estate loans receivable consists of 23 fixed rate mortgage notes on 97 long-term care facilities and 20 other real estate loans. The facilities subject to the mortgage notes are operated by 18 independent healthcare operating companies and are located in 12 U.S. states and within the U.K. We monitor compliance with our real estate loans and, when necessary, have initiated collection, foreclosure and other proceedings with respect to certain outstanding real estate loans.

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

Interest income on real estate loans is included within interest income on the Consolidated Statements of Operations and is summarized as follows:

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

Included below is additional discussion on any significant new loans issued and significant updates to any existing loans.

Maplewood Revolving Credit Facility

We have a $320 million revolving credit facility with Maplewood (the “Maplewood Revolver”) that bears interest at 7% per annum (consisting of 4% per annum of cash interest and 3% per annum PIK for 2025) and matures in June 2035. The amortized cost basis of the Maplewood Revolver was $263.6 million as of June 30, 2025 and December 31, 2024. Due to liquidity issues of the borrower, the Maplewood Revolver is on non-accrual status. Maplewood failed to make aggregate cash interest payments that were required under the loan agreement of $3.1 million and $5.4 million during the three and six months ended June 30, 2025, respectively, and of $0.7 million and $1.2 million during the three and six months ended June 30, 2024, respectively. As such, we didnot record any interest income for the Maplewood Revolver during the three and six months ended June 30, 2025 and 2024.

As discussed within Note 4 – Contractual Receivables and Other Receivables and Lease Inducements, Omega entered into a settlement agreement with the Estate during the third quarter of 2024 that, among other things, grants Omega the right to direct the assignment of Mr. Smith’s equity to the key members of the existing Maplewood management team or their designee(s), with the Estate remaining liable under Mr. Smith’s guaranty until the transition is complete or one year from the court’s approval date, if earlier, and requires Omega to refrain from exercising contractual rights or remedies in connection with the defaults. We are still awaiting regulatory approvals related to licensure of the operating assets before the transition will be completed. There is no certainty that the regulatory approvals will be received or that this transition will be completed as intended, on a timely basis, or at all. If the proposed transition plan is not completed, we may incur a substantial loss on the Maplewood Revolver up to the amortized cost basis of the loan. As of June 30, 2025, the internal risk rating on the loan is a 5, which we believe appropriately reflects the risks associated with the loan as of June 30, 2025. See the allowance for credit losses attributable to real estate loans with a 5 internal risk rating within Note 7 – Allowance for Credit Losses.

NOTE 6 – NON-REAL ESTATE LOANS RECEIVABLE

Our non-real estate loans consist of fixed and variable rate loans to operators or principals. These loans may be either unsecured or secured by the collateral of the borrower, which may include the working capital of the borrower and/or personal guarantees. As of June 30, 2025, we had 46 loans with 32 different borrowers. A summary of our non-real estate loans by loan type is as follows:

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. For the three and six months ended June 30, 2024, non-real estate loans generated interest income of $7.1 million and $14.2 million, respectively. Interest income on non-real estate loans is included within interest income on the Consolidated Statements of Operations.

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

Included below is additional discussion on any significant new loans issued and/or significant updates to any existing loans.

Genesis Non-Real Estate Loans

As of June 30, 2025, we hadtwo secured term loans outstanding with Genesis that had an aggregate balance of $120.8 million both maturing on June 30, 2026. The loans currently bear interest at a weighted average fixed interest rate of 13.2% per annum, of which 8.2% per annum is PIK interest and 5.0% per annum is cash interest. The loans are collateralized by a first lien on the equity of several ancillary businesses of Genesis. Genesis made all required interest payments under both of the term loans during the three and six months ended June 30, 2025. As discussed in Note 4 – Contractual Receivables and Other Receivables and Lease Inducements, Omega applied collateral to cover March 2025 contractual rent under its lease agreement and March 2025 contractual interest due under a $13.0 million other real estate loan agreement with Genesis, which was subsequently settled in May 2025. As part of our ongoing credit loss procedures, we evaluated the fair value of the collateral available to us under the two term loan agreements and estimate there is sufficient collateral to support the outstanding principal on the loans. As a result of this collateral, the loans remain on an accrual basis. As of June 30, 2025, the internal risk rating on the two loans is a 4, which we believe appropriately reflects the risks associated with the loans as of June 30, 2025. See the allowance for credit losses attributable to non-real estate loans with a 4 internal risk rating within Note 7 – Allowance for Credit Losses.

As discussed in Note 4 – Contractual Receivables and Other Receivables and Lease Inducements, in July 2025, Genesis commenced voluntary cases under Chapter 11 of the U.S. Bankruptcy Code in the Bankruptcy Courtfor the Northern District of Texas, Dallas Division. As described in Genesis’ filings with the Bankruptcy Court, in July 2025 we agreed to provide, along with other lenders, up to$8.0 million of a$30.0 million DIP financing to Genesis to support sufficient liquidity to, among other things, operate its facilities during bankruptcy. The DIP loan bears PIK interest at 15.0%, per annum, payable monthly in arrears. The principal is due upon maturity. Currently, the DIP loan matures on the earlier of (i) February 4, 2026, (ii) the effective date of a plan of reorganization or liquidation in the Chapter 11 cases or (iii) upon an event of default as defined in the DIP loan agreement. The DIP lenders hold a third and fourth priority security interest in all of Genesis’ assets, which includes a third priority security interest in cash and accounts receivable. Proceeds of any future asset sales, claims and causes of action and debt or equity issuances will all serve as collateral for the DIP loans. The interim DIP order approved the DIP budget which allows payments due under the DIP loan and Omega’s existing term loans to be satisfied in kind during the bankruptcy, except for budgeted adequate protection payments that will be made on Omega’s existing term loans.

NOTE 7 – ALLOWANCE FOR CREDIT LOSSES

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

A rollforward of our allowance for credit losses for the six months ended June 30, 2024 is as follows:

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

Interest Receivable on Real Estate Loans and Non-Real Estate Loans

We have elected the practical expedient toexclude interest receivable from our allowance for credit losses. As of June 30, 2025 and December 31, 2024, we have excluded$11.6 million and$11.1 million, respectively, of contractual interest receivables and$2.1 million and$1.8 million, respectively, of effective yield 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 June 30, 2025 and 2024, we recognized$0.1 million and$1.2 million, respectively, of interest income related to loans on non-accrual status as of June 30, 2025. During the six months ended June 30, 2025 and 2024, we recognized$0.6 million and$2.2 million, respectively, of interest income related to loans on non-accrual status as of June 30, 2025.

NOTE 8 – VARIABLE INTEREST ENTITIES

Unconsolidated Variable Interest Entities

We hold variable interests in several VIEs through our investing and financing activities, which are not consolidated, as we have concluded that we are not the primary beneficiary of these entities as we do not have the power to direct activities that most significantly impact the VIE’s economic performance and/or the variable interest we hold does not obligate us to absorb losses or provide us with the right to receive benefits from the VIE which could potentially be significant.

Below is a summary of our assets, liabilities, collateral and maximum exposure to loss associated with these unconsolidated VIEs as of June 30, 2025 and December 31, 2024:

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 and six months ended June 30, 2025 and 2024:

Consolidated VIEs

The Company consolidates Omega OP, a VIE in which the Company is considered the primary beneficiary. The Company, as general partner, has the power to direct the activities of Omega OP that most significantly affect Omega OP’s performance, and through its interest in Omega OP, has both the right to receive benefits from and the obligation to absorb losses of Omega OP.

Additionally, we own a partial equity interest in a joint venture that we have determined is a VIE. We have consolidated this VIE because we have concluded that we are the primary beneficiary of this VIE based on our ability to direct the activities that most significantly impact the joint venture’s economic performance and our rights to receive residual returns and obligation to absorb losses arising from the joint venture. As of June 30, 2025 and December 31, 2024, this joint venture has $23.8 million and $24.3 million, respectively, of total assets, and $20.8 million of total liabilities, which are included in our Consolidated Balance Sheets.

NOTE 9 – INVESTMENTS IN JOINT VENTURES

Unconsolidated Joint Ventures

The following is a summary of our investments in unconsolidated joint ventures (dollars in thousands):

NOTE 10 – GOODWILL AND OTHER INTANGIBLES

The following is a summary of our goodwill as of June 30, 2025 and December 31, 2024:

The following is a summary of our intangible assets and liabilities as of June 30, 2025 and December 31, 2024:

Above market leases, net of accumulated amortization, are included in other assets on our Consolidated Balance Sheets. Below market leases, net of accumulated amortization, are included in accrued expenses and other liabilities on our Consolidated Balance Sheets. The net amortization related to the above and below market leases is included in our Consolidated Statements of Operations as an adjustment to rental income.

For the three months ended June 30, 2025 and 2024, our net amortization related to intangibles was $(0.6) million and $0.6 million, respectively. For the six months ended June 30, 2025 and 2024, our net amortization related to intangibles was $(0.8) million and $1.1 million, respectively. The estimated net amortization expense related to these intangibles for the remainder of 2025 and the next four years is as follows: remainder of 2025 – $(1.1) million; 2026 – $(2.1) million; 2027 – $(2.1) million; 2028 – $(2.2) million and 2029 – $(2.2) million. As of June 30, 2025, the weighted average remaining amortization period of above market lease assets isten years and below market lease liabilities isnine years.

NOTE 11 – CONCENTRATION OF RISK

As of June 30, 2025, our portfolio of real estate investments consisted of 1,056 healthcare facilities (including properties associated with mortgages, assets held for sale and consolidated joint ventures), along with other real estate loans receivable (excluding mortgages) of $484.3 million and $85.4 million of investments in 11 unconsolidated joint ventures. These healthcare facilities are located in 42 states, Washington, D.C., the U.K. and Jersey, and are operated by 94 third-party operators. Our investment in these healthcare facilities, net of impairments and allowances, totaled $10.6 billion at June 30, 2025, with 98% of our real estate investments related to long-term healthcare facilities. Our portfolio of healthcare facilities is made up of (i)577 SNFs,342 ALFs,19 ILFs,18 specialty facilities andone medical office building, (ii) fixed rate mortgages on 50 SNFs,44 ALFs, two ILFs andone specialty facility, and (iii)two facilities that are held for sale. As of June 30, 2025, our total investments also include non-real estate loans receivable of $333.3 million.

Operator Concentration

As of June 30, 2025 and December 31, 2024, we had total investments (before accumulated depreciation and allowances) withone operator that approximated or exceeded 10% of our total investments: Maplewood. Maplewood generated 6.9% and 4.7% of our total revenues for the three months ended June 30, 2025 and 2024, respectively, and 6.6% and 4.7% of our total revenues for the six months ended June 30, 2025 and 2024, respectively. During the three and six months ended June 30, 2025, we also haveone operator with total revenues that exceeded 10% of our total revenues: CommuniCare Health Services, Inc. (“CommuniCare”). CommuniCare generated 10.9% and 12.5% of our total revenues for the three months ended June 30, 2025 and 2024, respectively, and 10.9% and 12.7% of our total revenues for the six months ended June 30, 2025 and 2024, respectively. As of June 30, 2025, CommuniCare represented 7.9% of our total investments (before accumulated depreciation and allowances).

Geographic Concentration

As of June 30, 2025, the three geographic locations in which we had our highest concentration of real estate assets and mortgages (before accumulated depreciation and allowances) were the U.K. (17.8%), Texas (8.9%) and Indiana (5.9%).

NOTE 12 – STOCKHOLDERS’ EQUITY

Increase of Authorized Omega Common Stock

On June 6, 2025, Omega amended its charter to increase the number of authorized shares of Omega common stock from 350.0 million to 700.0 million.

Stock Repurchase Program

During the three and six months ended June 30, 2025 and 2024, we didnot repurchase any shares of our outstanding common stock under the$500.0 Million Stock Repurchase Program, which expired in March 2025.

Dividends

The following is a summary of our declared cash dividends on common stock:

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 and six months ended June 30, 2025 and 2024 (in thousands):

At-The-Market Offering Programs

The following is a summary of the shares issued under our former $1.0 billion 2021 At-The-Market Offering Program and our current $1.25 billion 2024 At-The-Market Offering Program (collectively, the “ATM Program”) for the three and six months ended June 30, 2025 and 2024 (in thousands except average price per share):

We did not utilize the forward provisions under the ATM Program during the three and six months ended June 30, 2025 and 2024.

Accumulated Other Comprehensive Income (Loss)

The following is a summary of our accumulated other comprehensive income (loss), net of tax as of June 30, 2025 and December 31, 2024:

During the three months ended June 30, 2025 and 2024, we reclassified $1.4 million and $2.6 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 six months ended June 30, 2025 and 2024, we reclassified $2.8 million and $5.2 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

Omega was organized, has operated and intends to continue to operate in a manner that enables Omega to qualify for taxation as a REIT under Sections 856 through 860 of the Code.

We have elected to treat certain of our active subsidiaries as taxable REIT subsidiaries (“TRSs”). Our domestic TRSs are subject to federal, state and local income taxes at the applicable corporate rates. Our foreign subsidiaries are subject to foreign income taxes and withholding taxes. Income taxes included within the financial statements primarily represents U.S. federal, state and local income taxes as well as non-U.S. income based or withholding taxes on certain investments located in jurisdictions outside the U.S.

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

The income tax expense for both the three and six months ended June 30, 2025 and 2024 was primarily due to income from foreign jurisdictions that subject to foreign income taxes and withholding taxes.

As of June 30, 2025 and December 31, 2024, deferred tax assets totaled $20.5 million and $19.4 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 and six months ended June 30, 2025 and 2024, respectively.

Stock-based compensation expense of $25.0 million for the six months ended June 30, 2025 includes $6.6 million of non-cash stock-based compensation expense associated with the transition discussed in the “Leadership Transition” section below. Stock-based compensation expense is included within general and administrative expenses on our Consolidated Statements of Operations.

We granted 3,065 time-based restricted stock units (“RSUs”) and 215,606 time-based profits interest units (“PIUs”) during the first quarter of 2025 to certain officers and employees, and those units vest on December 31, 2027 (three years after the grant date), subject to continued employment and vesting in connection with certain other events.

We granted 1,832,700 performance-based PIUs and 28,027 performance-based RSUs during the first quarter of 2025 to certain officers and employees, which are earned based on the level of performance over the performance period (normally three years) and vest quarterly in thefourth year, subject to continued employment and vesting in connection with certain other events. We also granted 63,578 performance-based RSUs during the first quarter of 2025 to certain employees, which are earned based on the level of performance over the performance period (normally three years) and vest on December 31, 2027, subject to continued employment.

We granted 22,766 time-based PIUs and 22,040 time-based RSUs to directors during the second quarter of 2025, and those units vest on the date of Omega’s 2026 annual meeting of stockholders, subject to the director’s continued service and vesting in certain other events.

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

In January 2025, the Company and Daniel J. Booth, Chief Operating Officer, mutually agreed that Mr. Booth’s employment agreement with the Company would terminate effective January 2, 2025. The Company entered into a Transition Agreement and Release (the “Transition Agreement”) as of January 1, 2025 with Mr. Booth in connection with his departure and transitioning of his responsibilities. The Transition Agreement provides that Mr. Booth will be entitled to receive the payments and benefits due in connection with a termination of employment by the Company without cause pursuant to his Employment Agreement, as amended, dated effective January 1, 2024, provided that vesting of his previously granted equity incentives shall be prorated through January 1, 2026, and he shall be entitled to certain continued benefits under his supplemental life insurance policy. In connection with the transition discussed above and the modification of certain of Mr. Booth’s equity awards, the Company incurred incremental non-cash stock-based compensation expense of $6.6 million, which is reflected within general and administrative expense within the Consolidated Statements of Operations in the first quarter of 2025. General and administrative expense also includes 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 transaction.

NOTE 15 – BORROWING ACTIVITIES AND ARRANGEMENTS

The following is a summary of our borrowings:

$600 Million Senior Note Issuance

On June 20, 2025, Omega issued $600 million of Senior Notes due 2030 (the “2030 Senior Notes”) that mature on July 1, 2030 and bear interest at a fixed rate of 5.200% per annum, payable semi-annually on January 1 and July 1 of each year, commencing on January 1, 2026. The 2030 Senior Notes were sold at an issue price of 99.118% of their face value, resulting in a discount of $5.3 million. We incurred $5.6 million of deferred costs in connection with the issuance. The net proceeds from the issuance will be used for general corporate purposes, which may include, among other things, repayment of our existing indebtedness and future acquisition or investment opportunities in healthcare-related real estate properties and to pay certain fees and expenses related to the offering.

NOTE 16 – DERIVATIVES AND HEDGING

We are exposed to, among other risks, the impact of changes in foreign currency exchange rates as a result of our investments in the U.K. and interest rate risk related to our capital structure. As a matter of policy, we do not use derivatives for trading or speculative purposes. Our risk management program is designed to manage the exposure and volatility arising from these risks, and utilizes foreign currency forward contracts, interest rate swaps and debt issued in foreign currencies to offset a portion of these risks. As of June 30, 2025, we have 11 interest rate swaps with $428.5 million in notional value andfour interest rate caps with £190.0 million in notional value. The swaps and the majority of the caps are designated as cash flow hedges of the interest payments on two of Omega’s variable interest loans. Additionally, we have 11 foreign currency forward contracts with £258.0 million in notional value issued at a weighted average GBP-USD forward rate of 1.2899 that are designated as net investment hedges.

During the second quarter of 2025, we terminatedone interest rate swap with $50.0 million of notional value and paid our swap counterparty $0.5 million in connection with the repayment of the OP Term Loan.

On March 27, 2020, we entered into five forward starting swaps totaling $400 million, indexed to 3-month LIBOR, that were issued at a weighted average fixed rate of approximately 0.8675% and were subsequently designated as cash flow hedges of interest rate risk associated with interest payments on a forecasted issuance of fixed rate long-term debt, initially expected to occur within the next five years. The swaps had an effective date of August 1, 2023 and an expiration date of August 1, 2033. In conjunction with the October 2020 issuance of $700 million of 3.375% Senior Notes due 2031 (the “2031 Senior Notes”) and the March 2021 issuance of $700 million aggregate principal amount of our 3.25% Senior Notes due 2033 (the “2033 Senior Notes”), we applied hedge accounting for these five forward starting swaps and began amortization. Simultaneously, we re-designated these swaps in new cash flow hedging relationships of interest rate risk associated with interest payments on another forecasted issuance of long-term debt. We were hedging our exposure to the variability in future cash flows for forecasted transactions over a maximum period of 46 months (excluding forecasted transactions related to the payment of variable interest on existing financial instruments). As a result of these transactions, the aggregate unrealized gain of $41.2 million ($9.5 million gain related to the 2031 Senior Notes issuance and $31.7 million gain related to the 2033 Senior Notes issuance) included within accumulated other comprehensive income at the time of the Senior Notes issuances is being ratably reclassified as a reduction to interest expense, net over 10 years. On May 30, 2023, thefive forward starting swaps were terminated, and Omega received a net cash settlement of $92.6 million from the swap counterparties. The incremental $51.4 million of gains related to the forward swaps, recorded in accumulated other comprehensive income, were frozen at the time of termination and will be recognized ratably over 10 years in earnings when the next qualifying debt issuance occurs. The $600 million of 2030 Senior Notes that were issued in June 2025, as discussed further in Note 15 – Borrowing Activities and Arrangements, were determined to be a qualifying issuance, and amortization of the $51.4 million began as of the issuance date of the 2030 Senior Notes. The amortization is recorded as a reduction to interest expense.

The location and fair value of derivative instruments designated as hedges, at the respective balance sheet dates, were as follows:

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.

Derivatives Not Designated as Hedging Instruments

We enter into foreign currency exchange swap agreements to reduce the effects of currency exchange rate fluctuations between the USD, our reporting currency, and GBP. These derivative contracts generally mature within one year and are not designated as hedge instruments for accounting purposes. As the currency exchange swap is not accounted for as a hedging instrument, the change in fair value is recorded in earnings through other income – net in the Consolidated Statements of Operations.

In connection with funding a $344.2 million acquisition in the U.K. (see Note 2 – Real Estate Assets), in April 2025, Omega entered a GBP/USD currency forward with a notional value of £90.0 million and a GBP-USD forward rate of 1.2733. The swap was settled on the closing date of the acquisition, and we recorded a $5.2 million gain from its termination within other income – net in the Consolidated Statements of Operations for the three months ended June 30, 2025.

NOTE 17 – FINANCIAL INSTRUMENTS

The net carrying amount of cash and cash equivalents, restricted cash, contractual receivables, other assets and accrued expenses and other liabilities reported in the Consolidated Balance Sheets approximates fair value because of the short maturity of these instruments (Level 1).

At June 30, 2025 and December 31, 2024, the net carrying amounts and fair values of our other financial instruments were as follows:

Fair value estimates are subjective in nature and are dependent on a number of important assumptions, including estimates of future cash flows, risks, discount rates and relevant comparable market information associated with each financial instrument (see Note 2 – Summary of Significant Accounting Policies in our Annual Report on Form 10-K for the year ended December 31, 2024). The use of different market assumptions and estimation methodologies may have a material effect on the reported estimated fair value amounts.

The following methods and assumptions were used in estimating fair value disclosures for financial instruments.

NOTE 18 – COMMITMENTS AND CONTINGENCIES

Litigation

Gulf Coast Subordinated Debt

In August 2021, we filed suit in the Circuit Court for Baltimore County (the “Court”) against the holders of certain Subordinated Debt (the “Debt Holders”) associated with our Gulf Coast master lease agreement, following an assertion by the Debt Holders that our prior exercise of offset rights in connection with Gulf Coast’s non-payment of rent had resulted in defaults under the terms of the Subordinated Debt. The suit seeks a declaratory judgment to, among other items, declare that the aggregate amount of unpaid rent due from Gulf Coast under the master lease agreement exceeds all amounts which otherwise would be due and owing by an indirect subsidiary of Omega (“Omega Obligor”) under the Subordinated Debt, and that all principal and interest due and owing under the Subordinated Debt may be (and was) offset in full as of December 31, 2021. In October 2021, the Debt Holders filed a motion to dismiss for lack of personal jurisdiction. On November 3, 2022, the Court granted the Debt Holders’ motion to dismiss for lack of personal jurisdiction, and Omega filed a timely appeal of the ruling. While Omega believes Omega Obligor is entitled to the enforcement of the offset rights sought in the action, Omega cannot predict the outcome of the declaratory judgment action, irrespective of whether (a) it is ultimately litigated in the Court if Omega Obligor prevails in its appeal or (b) if the order granting the motion to dismiss for lack of personal jurisdiction is affirmed and the issues are litigated in the Delaware Court (as defined below).

On or about January 19, 2023, the Debt Holders served a lawsuit against the Omega Obligor in the Superior Court of the State of Delaware (the “Delaware Court”), asserting claims for (i) breach of the instruments evidencing the Subordinated Debt, (ii) declaratory judgment, and (iii) unjust enrichment, all claims that are factually based on the claims that are the subject of Omega Obligor’s suit in the Court and that are now on appeal. On February 8, 2023, Omega Obligor filed a motion to dismiss or, in the alternative, to stay this action pending the outcome of the above-referenced lawsuit in Maryland. On July 10, 2023, the Delaware state court case stayed the proceeding pending further developments in the Maryland litigation. In July 2025, the Delaware state court requested that Omega file an answer to the lawsuit by August 19, 2025 while allowing the stay to remain in place, subject to further orders of the court. Omega believes that the claims are baseless and is evaluating procedural and substantive legal options in connection with this recently lawsuit to the extent the stay is lifted.

Other

In addition to the matters above, we are subject to various other legal proceedings, claims and other actions arising out of the normal course of business. While any legal proceeding or claim has an element of uncertainty, management believes that the outcome of each lawsuit, claim or legal proceeding that is pending or threatened, or all of them combined, will not have a material adverse effect on our consolidated financial position or results of operations.

Indemnification Agreements

In connection with certain facility transitions, we have agreed to indemnify certain operators in certain events. As of June 30, 2025, our maximum funding commitment under these indemnification agreements was $8.4 million. Claims under these indemnification agreements generally may be made within 18 months to 72 months of the transition date. These indemnification agreements were provided to certain operators in connection with facility transitions and generally would be applicable if the prior operators do not perform under their transition agreements.

Commitments

We have committed to fund the construction of new leased and mortgaged facilities, capital improvements and other commitments. We expect the funding of these commitments to be completed over the next several years. Our remaining commitments at June 30, 2025, are outlined in the table below (in thousands):

NOTE 19 – EARNINGS PER SHARE

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

NOTE 20 – SUPPLEMENTAL DISCLOSURE TO CONSOLIDATED STATEMENTS OF CASH FLOWS

The following are supplemental disclosures to the Consolidated Statements of Cash Flows for the six months ended June 30, 2025 and 2024:

NOTE 21 – SEGMENTS

We conduct our operations and report financial results asone business segment. The presentation of financial results asone reportable segment is consistent with the way we operate our business and is consistent with 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. Dependent 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:

NOTE 22 – SUBSEQUENT EVENTS

In July 2025, we funded three mortgage loans with $75.6 million in aggregate principal. The loans bear interest at 10% per annum and have a maturity date of July 31, 2027, with aone-year extension option. The mortgage loans are secured by 12 facilities.