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OMEGA HEALTHCARE INVESTORS INC

For the period ended Jun 30, 2026. Filed Jul 30, 2026.

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About this filing

A company's report for each of its first three quarters. The financial statements are not audited. It shows how the business has moved since the last annual report, and what management says changed.

Jun 30, 2026 · Filed Jul 30, 2026

OHI$48.83+1.3%Stored close · as of Nov 9, 2026

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Notes to Consolidated Financial Statements

June 30, 2026

NOTE 1 – BASIS OF PRESENTATION AND SIGNIFICANT ACCOUNTING POLICIES

Business Overview and Organization

Omega Healthcare Investors, Inc. (“Parent”), is a Maryland corporation that, together with its consolidated subsidiaries (collectively, “Omega”, the “Company”, “we”, “our” or “us”) invests in healthcare-related real estate properties located in the United States (“U.S.”), the United Kingdom (“U.K.”) and Canada. Our core business is to provide financing and capital to the long-term healthcare industry with a particular focus on skilled nursing facilities (“SNFs”), assisted living facilities (“ALFs”), including care homes in the U.K., and to a lesser extent, independent living facilities (“ILFs”), rehabilitation and acute care facilities (“specialty facilities”) and continuing care retirement communities (“CCRCs”). Our core portfolio consists of our long-term “triple-net” leases and real estate loans with healthcare operating companies and affiliates (collectively, our “operators”). Additionally, during the fourth quarter of 2025, we began utilizing the structure authorized by the REIT Investment Diversification and Empowerment Act of 2007 (commonly referred to as “RIDEA”), whereby we own and operate healthcare facilities through third-party managers (collectively, our “managers”). In addition to our core investments, we make loans to operators and/or their principals. From time to time, we also acquire equity interests in joint ventures (“JVs”) or entities that support the long-term healthcare industry and our operators, which may include ancillary service or technology companies, and in operating companies.

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

The accompanying unaudited consolidated financial statements have been prepared in accordance with the instructions to Form 10-Q and do not include all the information and notes required by U.S. generally accepted accounting principles (“GAAP”) for complete financial statements. In our opinion, all adjustments (consisting of normal recurring accruals) considered necessary for a fair presentation have been included. The results of operations for the interim periods reported herein are not necessarily indicative of results to be expected for the full year. These unaudited consolidated financial statements should be read in conjunction with the financial statements and the footnotes thereto included in our Annual Report on Form 10-K for the year ended December 31, 2025.

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

Reclassifications

Certain prior period amounts in our consolidated financial statements have been reclassified to conform to the current period presentation. Such reclassifications had no impact on our net income, total assets, total liabilities, stockholders’ equity or cash position.

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 oftwo 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.

Segments

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 astwo operating segments andtwo reportable segments: our existing triple-net investments business (“Triple-Net”) segment, which represented oursole 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

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

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

NOTE 2 – REAL ESTATE ASSETS

As of June 30, 2026, our leased real estate properties included 552 SNFs,342 ALFs,19 ILFs,17 specialty facilities andone CCRC. The following table summarizes the Company’s rental income:

​​​​​​​​​​​​​
​ · Three Months Ended June 30, · ​ · ​ · Six Months Ended June 30,
​ · 2026 · ​ ​ ​ · 2025 · ​ · ​ · 2026 · ​ · 2025
​ · (in thousands) · ​ · ​ · (in thousands)
Fixed income from operating leases$262,730​$235,596​​$529,594​$463,791
Variable income from operating leases​3,756​​3,606​​​7,509​​7,409
Interest income from direct financing leases​—​​—​​​—​​180
Total rental income$266,486​$239,202​​$537,103​$471,380

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, 2026:

​​​​​​​​​​​
​ · ​ · ​ · ​ · Number of · ​ · ​ · Total Real Estate · ​
​ · ​ · ​ ​ ​ · ​ · Facilities · ​ · ​ ​ ​ · Assets Acquired(1) · ​ ​ ​
Period · ​ · Segment · ​ · SNF · ALF · Country/State · ​ · (in millions) · ​
Q1​Operating​—1AL​$10.4​
Q1​Triple-Net​13—GA​​109.4(2)
Q1​Triple-Net​—1U.K.​​6.6​
Q2​Triple-Net​2—IN​​33.4(3)
Q2​Operating​—3RI​​43.5​
Q2​Triple-Net​1—TX​​7.8​
Q2​Operating​—1TN​​14.7(4)
Q2​Triple-Net​—1U.K.​​10.5​
Total​​167​​$236.3
(1)Represents the acquisition cost that was allocated to our real estate assets on a relative fair value basis. This also represents the total cost of the acquisition unless specifically noted within the table, as the assets acquired in our acquisitions typically consist of only real estate assets. From time to time, we may have acquisitions in which additional assets and liabilities are assumed.
(2)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 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. 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

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,
​ · 2026 · ​ ​ ​ · 2025 · ​ · 2026 · ​ ​ ​ · 2025
​ · (in thousands) · ​ · (in thousands)
Triple-Net segment$21,064​$27,418​$33,790​$62,672
Operating segment645​​—​741​​—
Total construction in progress and capital improvements$21,709​$27,418​$34,531​$62,672

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**

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:

​​​​​​​
​ · June 30, · ​ · December 31, · ​
​ · 2026 · ​ · 2025 · ​
Number of facilities held for sale(1)​—​​N/A(2)
Amount of assets held for sale (in thousands)(1)$—​$4,000​
(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.

Asset Sales

During the three and six months ended June 30, 2026, we sold 26 facilities (22 SNFs andfour ALFs) and 30 facilities (26 SNFs andfour 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 andone ALF) and 34 facilities (32 SNFs andtwo 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 and six months ended June 30, 2026, we recorded real estate impairments ofzero 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 onthree andfour 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).

NOTE 4 – CONTRACTUAL AND OTHER RECEIVABLES

Contractual receivables relate to the amounts currently owed to us under the terms of our lease and loan agreements. Straight-line receivables primarily relate to the difference between the rental revenue recognized on a straight-line basis and the amounts currently due to us according to the contractual agreement.

A summary of our net contractual and other receivables by type is as follows:

​​​​​​​
​ · ​ ​ ​ · June 30, · ​ · December 31,
​ · ​ ​ ​ · 2026 · ​ ​ ​ · 2025
​ · ​ · (in thousands)
Contractual receivables – net​$11,509​$9,723
Straight-line receivables​​264,583​​271,051
Contractual and other receivables – net​$276,092​$280,774

Cash Basis Operators and Straight-Line Receivable Write-Offs

We review our collectibility assumptions related to our operator leases on an ongoing basis. If we determine that it is no longer probable that substantially all rental payments over the life of a lease are collectible, rental revenue related to the operator lease will be recognized only to the extent of cash payments received (“cash basis of revenue recognition”), and all related receivables associated with the lease will be written off. Write-offs of contractual and straight-line receivables are recorded as adjustments to rental revenue.

We had straight-line receivable write-offs ofzero and$2.4 million during 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 placedtwo andthree operators on a cash basis of revenue recognition during the three and six months ended June 30, 2026, respectively. Thetwo 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 during 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

Maplewood

We lease 17 facilities to Maplewood Senior Living (along with its affiliates, “Maplewood”) under a master lease agreement (the “Maplewood Master Lease”) that was amended and restated in December 2025. In addition, we lease one assisted living facility, Inspir Embassy Row in Washington, D.C., under a separate single-facility lease (the “Embassy Row Lease”) to an entity that is jointly owned by Maplewood and a third-party investor. We also have a revolving credit facility with Maplewood (the “Maplewood Revolver”) that matures in June 2037 and bears interest at 7% per annum. Maplewood is on a cash basis of revenue recognition for lease purposes and non-accrual status for loan purposes as a result of liquidity issues beginning in 2023, so rental revenue and interest income are only recorded for contractual rent and interest payments that we received from Maplewood for the respective periods.

We recognized rental income of $15.7 million and $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. 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.

Genesis

In March 2025, Genesis Healthcare, Inc. (“Genesis”), an operator on a cash basis of rental revenue recognition, failed to make a rent payment due under its lease agreement and interest payment due under one of its loan agreements. In July 2025, Genesis commenced voluntary cases under Chapter 11 of the U.S. Bankruptcy Code in the U.S. Bankruptcy Court for the Northern District of Texas, Dallas Division. Genesis will continue to operate the 31 facilities subject to a master lease agreement with Omega as a debtor-in-possession (“DIP”), unless and until Genesis’ leasehold interest under the master lease agreement is rejected or assumed and assigned. We provided DIP financings to Genesis, along with other lenders, as further discussed in Note 6 – Non-Real Estate Loans Receivable. As a condition of the DIP financings, Genesis is required to pay Omega full contractual rent under its lease agreement. Since commencing the bankruptcy process in July 2025, Genesis made all required contractual rent and interest payments through the end of 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. 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 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 andtwo ILFs. The facilities subject to the mortgage notes are operated by 15 independent healthcare operating companies and are located ineight 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:

​​​​​​​​​​​​​
​ · ​ ​ ​ · As of June 30, 2026 · ​ · ​ · ​ ​ ​ · ​ · ​ ​ ​ · ​ ​ ​ · ​
​ · ​ · Weighted · ​ · ​ · Weighted · ​ · ​ · ​ · ​ · ​
​ · ​ · Average · ​ · ​ · Average Years · ​ · ​ · June 30, · ​ · December 31,
​ · ​ ​ ​ · Interest Rate · ​ · ​ · to Maturity · ​ · ​ · 2026 · ​ ​ ​ · 2025
​ · ​ · ​ · ​ · ​ · ​ · ​ · ​ · (in thousands)
Mortgage notes receivable – gross​11.4%​3.6(1)​$918,477​$931,616
Allowance for credit losses on mortgage notes receivable​​​​​​​​(24,941)​​(33,298)
Mortgage notes receivable – net​​​​​​​​893,536​​898,318
Other real estate loans – gross​8.6%​7.4(2)​​516,291​​524,169
Allowance for credit losses on other real estate loans​​​​​​​(43,083)​​(41,538)
Other real estate loans – net​​​​​​​​473,208​​482,631
Total real estate loans receivable – net​​​​​​​$1,366,744​$1,380,949
(1)Consists of mortgage notes with maturity dates ranging from 2026 through 2037 (with $135.0 million maturing in 2026).
(2)Consists of other real estate loans with maturity dates ranging from 2026 through 2037 (with $9.1 million maturing in 2026).

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

​ · ​ · ​ · ​ · ​ · ​ · ​ · ​ · ​ · ​ · ​ · ​
​ · Three Months Ended June 30, · ​ · Six Months Ended June 30,
​ · 2026 · ​ ​ ​ · 2025 · ​ · 2026 · ​ ​ ​ · 2025
​ · (in thousands) · ​ · (in thousands)
Mortgage notes – interest income$25,779​$25,520​$50,491​$51,525
Other real estate loans – interest income9,944​​7,455​17,798​​14,612
Total real estate loans interest income$35,723​$32,975​$68,289​$66,137

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

​​​​​​​​​​​​
​ · Three Months Ended June 30, · ​ · Six Months Ended June 30,
​ · 2026 · ​ ​ ​ · 2025 · ​ · 2026 · ​ ​ ​ · 2025
​ · (in thousands) · ​ · (in thousands)
Advances on new real estate loans receivable(1)$—​$25,604​$21,339​$45,651
Advances on existing real estate loans receivable​16,446​​3,186​​22,450​​9,677
Principal repayments on real estate loans receivable(2)(71,797)​​(21,326)​​(89,051)​​(64,830)
Net cash advances (repayments) on real estate loans receivable$(55,351)​$7,464​$(45,262)​$(9,502)
(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.

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

Maplewood Revolving Credit Facility

No interest income was recorded on the Maplewood Revolver during the three 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 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

On December 12, 2025, we entered into a loan agreement with a borrower to fund the development of several long-term care facilities in Canada. The maximum commitment under the loan agreement is $87.6 million Canadian dollars ($61.8 million USD), which will be funded in several advances as needed by the borrower. 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. At Omega’s option, the loan is convertible into a 34.9% equity ownership interest in the borrower.

NOTE 6 – NON-REAL ESTATE LOANS RECEIVABLE

Our non-real estate loans 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 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 June 30, 2026 · ​ · ​ · ​ · ​ · ​ · ​
​ · Weighted · ​ · Weighted · ​ · ​ · ​ · ​
​ · Average · ​ · Average Years · ​ · June 30, · ​ · December 31,
​ · Interest Rate · ​ · to Maturity · ​ · 2026 · ​ ​ · 2025
​ · ​ · ​ · ​ · ​ · ​ · (in thousands)
Working capital loans receivable9.7%​0.8(1)$58,549​$55,010
Other loans receivable11.1%​3.3(2)307,299​​375,574
Non-real estate loans receivable – gross​​​​​​365,848​​430,584
Allowance for credit losses on non-real estate loans receivable​​​​​​(95,682)​​(100,262)
Total non-real estate loans receivable – net​​​​​$270,166​$330,322
(1)Consists of revolving working capital loans receivable collateralized by the accounts receivable of the borrower with maturity dates ranging from 2026 to 2029 (with $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 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.

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

​​​​​​​​​​​​
​ · Three Months Ended · ​ · Six Months Ended
​ · June 30, · ​ · June 30,
​ · 2026 · ​ ​ · 2025 · ​ · 2026 · ​ ​ · 2025
​ · (in thousands) · ​ · (in thousands)
Advances on new non-real estate loans receivable(1)$—​$3,757​$29,730​$3,879
Advances on existing non-real estate loans receivable​8,476​​10,177​​13,213​​24,582
Principal repayments on non-real estate loans receivable(2)(99,236)​​(12,578)​(117,156)​​(28,598)
Net cash advances (repayments) on non-real estate loans receivable$(90,760)​$1,356​$(74,213)​$(137)
(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. Excludes principal recoveries on loans written off in prior periods and cash recoveries related to interest payments received on loans that are written down to fair value and are being accounted for under the cost recovery method in which any payments received are applied directly against the principal balance outstanding.

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

Genesis Non-Real Estate Loans

As discussed in Note 4 – Contractual and Other Receivables, in July 2025, Genesis commenced voluntary cases under Chapter 11 of the U.S. Bankruptcy Code in the Bankruptcy Court for the Northern District of Texas, Dallas Division. Concurrently with the Genesis bankruptcy filing, we provided$8.0 million of a$30.0 million DIP financing, along with other lenders, to Genesis to support sufficient liquidity to, among other things, operate its facilities during bankruptcy. The initial DIP financing loan bore PIK interest at 14.0% per annum (16.0% in the event of a default), payable monthly in arrears.

In March 2026, we agreed to provide $26.7 million of an $80.0 million super-priority secured DIP loan (the “Super-Priority DIP Loan”) to Genesis, which can increase to up to $105.0 million if a pending transaction does not close. The funds of the Super-Priority DIP Loan were used to fully repay the outstanding principal, interest and fees due under the original $30.0 million DIP loan, pay legal and professional fees related to the bankruptcy and support corporate costs. The Super-Priority DIP Loan bears interest at 12.0% per annum, payable in cash monthly in arrears. The principal is due upon maturity. The Super-Priority DIP Loan matures on the earlier of (i)September 30, 2026, (ii) the effective date of a Chapter 11 plan, (iii) the consummation of the sale or other disposition of substantially all of Genesis’ assets, (iv) the date of acceleration of the Super-Priority DIP Loan, (v) dismissal of any Chapter 11 case or (vi) 45 days after the filing of the DIP motion. The Super-Priority DIP Loan lenders hold a super-priority lien on all of Genesis’ assets, which includes a second priority lien on accounts receivable and a first priority lien on all other assets. 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 hastwo 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, thesetwo secured term loans bore interest at a weighted average fixed interest rate of 13.2% per annum, of which 8.2% per annum was PIK interest and 5.0% per annum was cash interest. The interim DIP order approved, as part of the bankruptcy process, a DIP budget, which allows interest payments due under Omega’s existing term loans to be satisfied in kind during the bankruptcy, except for budgeted adequate protection payments that will be applied as interest onone of Omega’s existing term loans. Following the payoff of the original DIP loan and the origination of the Super-Priority DIP Loan, all interest on Omega’stwo term loans will be PIK interest at a weighted average default rate of 15.3% per annum. Thetwo term loans are currently primarily collateralized by a second priority lien on the equity of several of Genesis’ ancillary businesses. As Genesis is currently going through the bankruptcy process, we expect thetwo 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 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 six months ended June 30, 2026 is as follows:

​​​​​​​​​​​​​​
Rating · ​ · Financial Statement Line Item · Allowance for Credit Loss as of December 31, 2025 · ​ · Provision (Recovery) for Credit Loss for the 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)
1​Real estate loan receivable$214​$(214)​$—​$—
2​Real estate loans receivable​180​​(87)​​—​​93
3​Real estate loans receivable​9,972​​(2,437)​​—​​7,535
4​Real estate loans receivable​19,097​​(280)​​—​​18,817
5​Real estate loans receivable​35,153​​1,890​​—​​37,043
6​Real estate loans receivable​10,220​​(779)​​(4,905)​​4,536
​​Sub-total​74,836​​(1,907)(2)​(4,905)​​68,024
​​​​​​​​​​​​​​
2​Non-real estate loans receivable​39​​(39)​​—​​—
3​Non-real estate loans receivable​1,042​​(665)​​—​​377
4​Non-real estate loans receivable​906​​(421)​​—​​485
5​Non-real estate loans receivable​41,128​​(1,949)​​—​​39,179
6​Non-real estate loans receivable​57,147​​(1,506)​​—​​55,641
​​Sub-total​100,262​​(4,580)(2)​—​​95,682
​​​​​​​​​​​​​​
3​Unfunded real estate loan commitments​409​​(69)​​—​​340
4​Unfunded real estate loan commitments​4,600​​(1,500)​​—​​3,100
2​Unfunded non-real estate loan commitments​6​​(6)​​—​​—
3​Unfunded non-real estate loan commitments​76​​(31)​​—​​45
4​Unfunded non-real estate loan commitments​279​​(91)​​—​​188
5​Unfunded non-real estate loan commitments​—​​71​​—​​71
​​Sub-total​5,370​​(1,626)​​—​​3,744
​​​​​​​​​​​​​​
​​Total$180,468​$(8,113)​$(4,905)​$167,450
(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 six months ended June 30, 2025 is as follows:

​​​​​​​​​​​​​​​​​
Rating · ​ · Financial Statement Line Item · Allowance for Credit Loss as of December 31, 2024 · ​ · Provision (Recovery) for Credit Loss for the 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)
1​Real estate loans receivable$312​$(47)​$—​$—​$265
2​Real estate loans receivable​492​​(155)​​—​​—​​337
3​Real estate loans receivable​10,991​​(57)​​—​​—​​10,934
4​Real estate loans receivable​22,528​​(2,695)​​—​​—​​19,833
5​Real estate loans receivable​25,476​​4,408​​—​​—​​29,884
6​Real estate loans receivable​11,450​​(426)​​—​​—​​11,024
​​Sub-total​71,249​​1,028(2)​—​​—​​72,277
​​​​​​​​​​​​​​​​​
5​Investment in direct financing leases​1,605​​—​​—​​(1,605)(3)​—
​​Sub-total​1,605​​—​​—​​(1,605)​​—
​​​​​​​​​​​​​​​​​
2​Non-real estate loans receivable​37​​6​​—​​—​​43
3​Non-real estate loans receivable​1,868​​(412)​​—​​—​​1,456
4​Non-real estate loans receivable​2,268​​(1,001)​​—​​—​​1,267
5​Non-real estate loans receivable​43,287​​(701)​​—​​—​​42,586
6​Non-real estate loans receivable​75,335​​4,285​​(17,851)(4)​—​​61,769
​​Sub-total​122,795​​2,177(2)​(17,851)​​—​​107,121
​​​​​​​​​​​​​​​​​
2​Unfunded real estate loan commitments​1​​1​​—​​—​​2
3​Unfunded real estate loan commitments​461​​18​​—​​—​​479
4​Unfunded real estate loan commitments​40​​140​​—​​—​​180
5​Unfunded real estate loan commitments​1,767​​(924)​​—​​—​​843
2​Unfunded non-real estate loan commitments​13​​(7)​​—​​—​​6
3​Unfunded non-real estate loan commitments​183​​(77)​​—​​—​​106
4​Unfunded non-real estate loan commitments​433​​(18)​​—​​—​​415
6​Unfunded non-real estate loan commitments​65​​(65)​​—​​—​​—
​​Sub-total​2,963​​(932)​​—​​—​​2,031
​​​​​​​​​​​​​​​​​
​​​$198,612​$2,273​$(17,851)​$(1,605)​$181,429
(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:

​​​​​​​​​​​​​​​​​​​​
Rating · Financial Statement Line Item · 2026 · 2025 · 2024 · 2023 · 2022 · 2021 · 2020 & older · Revolving Loans · Balance as of June 30, 2026
​ · ​ · (in thousands)
2Real estate loans receivable$—$—$29,700$—$—$—$—$—$29,700
3Real estate loans receivable​27,739​34,886​163,221​91,548​29,100​72,420​—​—​418,914
4Real estate loans receivable​69,900​51,100​93,691​89,442​—​31,679​378,829​—​714,641
5Real estate loans receivable​—​—​3,397​—​—​—​—​263,580​266,977
6Real estate loans receivable​—​—​—​—​—​—​4,536​—​4,536
​Sub-total​97,639​85,986​290,009​180,990​29,100​104,099​383,365​263,580​1,434,768
​​​​​​​​​​​​​​​​​​​​
3Non-real estate loans receivable​8,481​—​2,693​10,625​12,337​—​2,968​30,580​67,684
4Non-real estate loans receivable​—​3,036​4,411​—​—​—​580​41,479​49,506
5Non-real estate loans receivable​4,000​—​6,000​—​—​—​177,101​5,916​193,017
6Non-real estate loans receivable​—​—​6,386​1,500​24,457​—​23,298​—​55,641
​Sub-total​12,481​3,036​19,490​12,125​36,794​—​203,947​77,975​365,848
​​​​​​​​​​​​​​​​​​​​
​Total$110,120$89,022$309,499$193,115$65,894$104,099$587,312$341,555$1,800,616
​​​​​​​​​​​​​​​​​​​​
​Year to date gross write-offs$—$—$—$—$—$—$(4,905)$—$(4,905)

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

We have elected the practical expedient toexclude interest receivable 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 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

Unconsolidated Variable Interest Entities

We hold variable interests in several VIEs through our investing and financing activities, which are not consolidated, as we have concluded that we are not the primary beneficiary of these entities as we do not have the power to direct activities that most significantly impact the applicable VIE’s economic performance and/or the variable interest we hold neither obligates us to absorb losses nor provides us with the right to receive benefits from the VIE that could potentially be significant.

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:

​​​​​​​
​ · ​ · June 30, · ​ · December 31,
​ · ​ · 2026 · ​ ​ ​ · 2025
​​(in thousands)
Assets​​​​​​
Real estate assets – net​$993,190​$1,010,790
Assets held for sale​​—​​4,000
Real estate loans receivable – net​667,182​​600,543
Investments in unconsolidated entities​​340,849​​346,034
Non-real estate loans receivable – net​26,285​​20,742
Contractual and other receivables – net​3,092​​1,068
Total assets​2,030,598​1,983,177
​​​​​​​
Liabilities​​​​​​
Accrued expenses and other liabilities​​(41,245)​​(40,579)
Total liabilities​(41,245)​(40,579)
​​​​​​​
Collateral​​​​
Personal guarantee​(8,000)​​(8,000)
Other collateral​(1,264,931)​​(1,270,795)
Total collateral​(1,272,931)​​(1,278,795)
​​​​​​​
Maximum exposure to loss​$716,422​$663,803

In determining our maximum exposure to loss from the unconsolidated VIEs, we considered the underlying carrying value of the real estate subject to leases with the operator and other collateral, if any, supporting our other investments, which may include accounts receivable, security deposits, letters of credit or personal guarantees, if any, as well as other liabilities recognized with respect to these operators.

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

​ · ​ · ​ · ​ · ​ · ​ · ​ · ​ · ​ · ​ · ​ · ​ · ​ · ​
​ · ​ · ​ · Three Months Ended June 30, · ​ · Six Months Ended June 30,
​​​2026​ ​ ​2025​2026​ ​ ​2025
​ · ​ · ​ · (in thousands) · ​ · (in thousands)
Revenue​​​​​​​​​
Rental income​​$28,146​$31,766​$56,111​$64,653
Interest income​​10,384​7,242​19,684​14,568
Total​​$38,530​$39,008​$75,795​$79,221

Consolidated VIEs

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

Additionally, we own a partial equity interest in a JV that we have determined is a VIE. We have consolidated this VIE because we have concluded that we are the primary beneficiary of this VIE based on our ability to direct the activities that most significantly impact the JV’s economic performance and our rights to receive residual returns and obligation to absorb losses arising from the JV. Omega is not required to make any additional capital contributions to the JV. As of 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

Unconsolidated Entities

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

​​​​​​​​​​​​​​​
​ · ​ · ​ · ​ · ​ · ​ · ​ · ​ · ​ · ​ · Carrying Amount
​ · ​ · Ownership · ​ · ​ · ​ · Facility · ​ · Facility · ​ · June 30, · ​ · December 31,
Entity/Description​% (1)​Segment​Type​Count (1)​2026​ ​ ​2025
SHH Holdings, LLC(2)​49%​Triple-Net​Various​66​$217,859​$222,161
Saber Healthcare Holdings, LLC​9.9%​Operating​N/A​N/A​​93,178​​—
In Substance Real Estate Investments(3)​N/A​Triple-Net​ALF​13​​77,884​​75,353
Lakeway Realty, L.L.C.​51%​Triple-Net​Specialty facility​1​​63,636​​64,699
Liberty JVs​49%​Operating​CCRC​1​​41,042​​42,754
Other Healthcare JVs(4)(5)​9% – 20%​Triple-Net​N/A​N/A​​7,618​​7,429
Other Real Estate JVs(4)(6)​20%​Triple-Net​SNF​5​—​​1,731
​​​​​​​​​​$501,217​$414,127
(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. We evaluated the characteristics of these investments, including the associated risks and rewards, and have determined they are more similar to those associated with an investment in real estate than a loan. Arrangements with characteristics in line with real estate joint ventures are treated as in substance real estate investments and accounted for using the equity method. We have determined that these borrowers under the mortgage loans are VIEs but we have not consolidated the borrowers because we are not the primary beneficiary.
(4)As of 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 acquiredtwo 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 soldone 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 solda 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. Thefour 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 allnine 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 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 thefive 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 June 30, 2026 and December 31, 2025:

​ · ​ · ​ · ​
​​ ​ ​(in thousands)
Balance as of December 31, 2025​$644,626
Foreign currency translation​(185)
Balance as of June 30, 2026​$644,441

Prior to the second quarter of 2026, Omega operated as a single reportable segment and maintainedone 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 identifiedtwo 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 intotwo reporting units corresponding to the newly identified segments.

The Company reallocated its goodwill balance of $644.4 million as of April 1, 2026, to thetwo 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:

​​​​​​​
​ · ​ ​ ​ · June 30, · ​ · December 31,
​ · ​ ​ ​ · 2026 · ​ ​ ​ · ​ · 2025
​ · ​ · (in thousands)
Assets: · ​ · ​ · ​ · ​ · ​
Above market leases​$33,572​$33,977
Accumulated amortization​(8,210)​(6,816)
Net above market leases​$25,362​$27,161
​​​​​​​
Liabilities:​​​​
Below market leases​$33,014​$33,014
Accumulated amortization​(26,993)​(26,570)
Net below market leases​$6,021​$6,444

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

For the three 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: remainder of 2026 – $1.0 million; 2027 – $2.1 million; 2028 – $2.1 million; 2029 – $2.1 million and 2030 – $2.2 million. As of June 30, 2026, the weighted average remaining amortization period of above market lease assets isnine years and below market lease liabilities iseight years.

NOTE 11 – CONCENTRATION OF RISK

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 June 30, 2026,98% of our real estate investments related to long-term healthcare facilities.

Operator Concentration

During the three and six months ended June 30, 2026, we hadno operators with total revenues that exceeded 10% of our total revenues. During the three and six months ended June 30, 2025, we hadone operator with total revenues that exceeded 10% of our total revenues: CommuniCare. 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) withtwo 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) withone operator that approximated or exceeded 10% of our total investments: Maplewood. 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 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%).

NOTE 12 – STOCKHOLDERS’ EQUITY

Dividends

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

​​​​​​
Record Date · ​ ​ ​ · Payment Date · ​ ​ ​ · Dividend per Common Share
February 9, 2026​February 17, 2026​$0.67
May 4, 2026​May 15, 2026​​0.67
August 3, 2026​August 14, 2026​​0.68

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, 2026 and 2025 (in thousands):

​​​​​​
​ · Period Ended · Shares issued · ​ · Gross Proceeds
Three Months EndedJune 30, 20253,988​$150,442
Three Months EndedJune 30, 2026173​​8,124
Six Months EndedJune 30, 20256,655​​250,193
Six Months EndedJune 30, 2026182​​8,562

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

​​​​​​​​​
​ · ​ · ​ · Average Net Price · ​ · ​ · ​ · ​
​ · Period Ended · Shares issued · Per Share(1) · Gross Proceeds · Net Proceeds
Three Months EndedJune 30, 20252,895$36.83$107,872$106,626
Three Months EndedJune 30, 20261,124​47.34​53,843​53,219
Six Months EndedJune 30, 20257,285​36.97​272,321​269,296
Six Months EndedJune 30, 20263,343​47.48​160,527​158,737
(1)Represents the average price per share after issuance costs.

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 ofone 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 aone-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 June 30, 2026 and December 31, 2025:

​​​​​​
​ · June 30, · ​ · December 31,
​ · 2026 · ​ ​ ​ · 2025
​ · ​ · (in thousands)
Foreign currency translation$(2,625)​$20,353
Derivative instruments designated as cash flow hedges​65,324​​66,916
Derivative instruments designated as net investment hedges(4,230)​(6,794)
Total accumulated other comprehensive income before noncontrolling interest58,469​80,475
Add: portion included in noncontrolling interest(359)​(1,438)
Total accumulated other comprehensive income for Omega$58,110​$79,037

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

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

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

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

​​​​​​​​​​​​
​ · Three Months Ended June 30, · Six Months Ended June 30,
​ · 2026 · ​ ​ ​ · 2025 · ​ ​ ​ ​ · 2026 · ​ ​ ​ ​ · 2025
​ · (in thousands)
Federal income tax (benefit) expense$(175)$17$(958)$130
State and local income tax expense​176​​156​​417​​311
Foreign tax expense​4,617​4,355​10,265​7,698
Total income tax expense (1)$4,618​$4,528​$9,724​$8,139
(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 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 and six months ended June 30, 2026 and 2025, respectively:

​ · ​ · ​ · ​ · ​ · ​ · ​ · ​ · ​ · ​ · ​ · ​ · ​
​ · Three Months Ended June 30, · Six Months Ended June 30,
​ · ​ ​ ​ · 2026 · ​ ​ ​ · 2025 · ​ ​ ​ ​ · 2026 · ​ ​ ​ ​ · 2025
​ · (in thousands)
Stock-based compensation expense$23,451​$9,234$34,043$25,046

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.

We granted 236,102 time-based profits interest units (“PIUs”) during the first quarter of 2026 to certain officers and employees, and those units vest on December 31, 2028 (three years after the grant date), subject to continued employment and vesting in connection with certain other events.

We granted 2,071,260 performance-based PIUs during the first quarter of 2026 to certain officers and employees, which are earned based on the level of performance over the performance period (normally three years) and vest quarterly in thefourth year, subject to continued employment and vesting in connection with certain other events. We also granted 76,138 performance-based restricted stock units (“RSUs”) during the first quarter of 2026 to certain employees, which are earned based on the level of performance over the performance period (normally three years) and vest on December 31, 2028, subject to continued employment.

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 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. Stephenson. 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. Mr. 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. 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

The following is a summary of our borrowings:

​​​​​​​​​​​​
​​ ​ ​​​ ​ ​Annual​ ​ ​​​​​​​
​​​​Interest Rate​​​​​​​
​​​​as of​​​​​​​
​ · ​ · ​ · ​ · June 30, · ​ · ​ · June 30, · ​ · December 31,
​ · ​ ​ ​ · Maturity · ​ ​ ​ · 2026 · ​ ​ ​ · ​ · 2026 · ​ ​ ​ · 2025
​ · ​ ​ ​ · ​ · ​ ​ ​ · ​ · ​ ​ ​ · ​ · (in thousands)
Unsecured borrowings: · ​ · ​ · ​ · ​ · ​ · ​ · ​
Revolving Credit Facility(1)2029SOFR + 1.05%​$6,000​$242,000
​​​​​​​​6,000​​242,000
Senior notes and other unsecured borrowings:​​​​​​​​​​​
2027 notes(1)20274.50%​700,000​700,000
2028 notes(1)20284.75%​550,000​550,000
2029 notes(1)20293.63%​500,000​500,000
2030 notes(1)​2030​5.20%​​600,000​​600,000
2031 notes(1)​2031​3.38%​​700,000​​700,000
2033 notes(1)​2033​3.25%​​700,000​​700,000
2028 Term Loan(1)(2)​2028​5.22%​​300,000​​300,000
Deferred financing costs – net​​​​(15,221)​(17,451)
Discount – net​​​​(16,171)​(18,538)
Total senior notes and other unsecured borrowings – net​​​​4,018,608​4,014,011
​​​​​​​​​​​​
Total unsecured borrowings – net(3)(4)​​​​$4,024,608​$4,256,011
(1)Guaranteed by Omega OP.
(2)Reflects the impact of interest rate swaps on the 2028 Term Loan which effectively fix the SOFR-based portion of the interest rate at 4.019%.
(3)All borrowings are direct borrowings of Parent unless otherwise noted.
(4)Certain of our other unsecured borrowings are subject to customary affirmative and negative covenants, including financial covenants. As of June 30, 2026 and December 31, 2025, we were in compliance with all applicable covenants for our borrowings.

NOTE 16 – DERIVATIVES AND HEDGING

We are exposed to, among other risks, the impact of changes in foreign currency exchange rates as a result of our investments in the U.K. and interest rate risk related to our capital structure. As a matter of policy, we do not use derivatives for trading or speculative purposes. Our risk management program is designed to manage the exposure and volatility arising from these risks, and utilizes foreign currency forward contracts, interest rate swaps and debt issued in foreign currencies to offset a portion of these risks.

Derivatives Designated as Hedging Instruments

As of 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 onone variable interest loan. Additionally, we have 11 foreign currency forward contracts with £258.0 million in notional value issued at a weighted average GBP-USD forward rate of 1.2899 that are designated as net investment hedges.

Derivatives Not Designated as Hedging Instruments

We enter into foreign currency forward contracts to reduce the effects of currency exchange rate fluctuations between the USD, our reporting currency, and GBP. These derivative contracts generally mature within one year and are not designated as hedge instruments for accounting purposes.

In the third quarter of 2025, Omega entered intosix 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. In addition, in the second quarter of 2026, the Company entered intotwo 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:

​​​​​​
​ · June 30, · ​ · December 31,
​ · 2026 · ​ ​ ​ · 2025
​ · (in thousands)
Cash flow hedges:​​​​​
Accrued expenses and other liabilities$274​$3,402
​​​​​​
Net investment hedges:​​​​​
Accrued expenses and other liabilities$7,694​$10,258
​​​​​​
Derivative instruments not designated:​​​​​
Other assets$2,123​$1,729
Accrued expenses and other liabilities$579​$—

The fair value of the interest rate swaps and foreign currency forwards is derived from observable market data such as yield curves and foreign exchange rates and represents a Level 2 measurement on the fair value hierarchy.

NOTE 17 – FINANCIAL INSTRUMENTS

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

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
​ · ​ ​ ​ · Carrying · ​ ​ ​ · Fair · ​ ​ ​ · Carrying · ​ ​ ​ · Fair
​ · ​ ​ ​ · Amount · ​ ​ ​ · Value · ​ ​ ​ · Amount · ​ ​ ​ · Value
​​(in thousands)
Assets:​​​​​​​​​​​​
Real estate loans receivable – net​$1,366,744​$1,376,130​$1,380,949​$1,412,106
Non-real estate loans receivable – net​270,166​273,571​330,322​331,970
Total​$1,636,910​$1,649,701​$1,711,271​$1,744,076
Liabilities:​​​​​​​​
Revolving Credit Facility​$6,000​$6,000​$242,000​$242,000
2028 Term Loan​​298,427​​300,000​​298,118​​300,000
4.50% notes due 2027 – net​698,963​699,538​698,231​702,303
4.75% notes due 2028 – net​548,445​549,791​547,941​554,307
3.63% notes due 2029 – net​​496,121​​479,560​​495,517​​484,105
5.20% notes due 2030 – net​​591,284​​602,922​​590,190​​610,608
3.38% notes due 2031 – net​​691,647​​649,887​​690,752​​653,527
3.25% notes due 2033 – net​​693,721​​621,971​​693,262​​622,272
Total​$4,024,608​$3,909,669​$4,256,011​$4,169,122

Fair value estimates are subjective in nature and are dependent on a number of important assumptions, including estimates of future cash flows, risks, discount rates and relevant comparable market information associated with each financial instrument (see Note 2 – Summary of Significant Accounting Policies in our Annual Report on Form 10-K for the year ended December 31, 2025). The use of different market assumptions and estimation methodologies may have a material effect on the reported estimated fair value amounts.

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

●Real estate loans receivable: The fair values of the real estate loans receivable are estimated using a discounted cash flow analysis, using interest rates being offered for similar loans to borrowers with similar credit ratings (Level 3).
●Non-real estate loans receivable: Non-real estate loans receivable are primarily comprised of notes receivable. The fair values of notes receivable are estimated using a discounted cash flow analysis, using interest rates being offered for similar loans to borrowers with similar credit ratings (Level 3).
●Revolving Credit Facility and 2028 Term Loan: The carrying amounts of these approximate fair value because 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 using publicly available trading prices (Level 1).

NOTE 18 – COMMITMENTS AND CONTINGENCIES

Litigation

Gulf Coast Subordinated Debt

In August 2021, we filed suit in the Circuit Court for Baltimore County against the holders of certain Subordinated Debt (the “Gulf Coast Debt Holders”) associated with our Gulf Coast master lease agreement, following an assertion by the Gulf Coast Debt Holders that our prior exercise of offset rights in connection with Gulf Coast’s non-payment of rent had resulted in defaults under the terms of the Subordinated Debt. The suit sought a declaratory judgment to, among other items, declare that the aggregate amount of unpaid rent due from Gulf Coast under the master lease agreement exceeds all amounts which otherwise would be due and owing by an indirect subsidiary of Omega (the “Omega Gulf Coast Obligor”) under the Subordinated Debt, and that all principal and interest due and owing under the Subordinated Debt may be (and was) offset in full as of December 31, 2021. In October 2021, the Gulf Coast Debt Holders filed a motion to dismiss for lack of personal jurisdiction, which was granted in November 2022 and upheld on appeal in January 2026, 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. In February 2023, the Omega Gulf Coast Obligor filed a motion to dismiss or, in the alternative, to stay this action pending the outcome of the above-referenced lawsuit in Maryland, and in July 2023, the Delaware court stayed the proceeding pending further developments in the Maryland litigation. In July 2025, the Delaware state court requested that Omega file an answer to the lawsuit by August 19, 2025, while allowing the stay to remain in place, subject to further orders of the Delaware court. Omega timely filed its answer and affirmative defenses, denying the claims and relief sought by the Gulf Coast Debt Holders in the Delaware state court.

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.

Genesis Bankruptcy - Claim of Statutory Unsecured Claimants’ Committee

On December 4, 2025, the Genesis Statutory Unsecured Claimants’ Committee (“UCC”) filed its (a) Motion for Leave, Standing, And Authority To Prosecute Certain Claims On Behalf Of The Debtors’ Estates And For Related Relief which attached a proposed complaint against a subsidiary of the Company, and (b) Preliminary Objection To Determine The Secured Status Of Prepetition Term Loan Claims. Both the proposed complaint and Preliminary Objection seek a determination that the Prepetition Term Loan(s) under which our subsidiary is a co-lender is, in part, unsecured. The proposed complaint also alleges a preference action against the agent under the Prepetition Term Loan(s) in respect of payments made to 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. On January 23, 2026, the UCC and the Debtors in the proceeding entered into an unopposed stipulation that the Bankruptcy Court’s consideration of the motion shall be continued to the date of an order confirming a Chapter 11 plan in accordance with Section 1129 of the Bankruptcy Code, whereupon the motion will be granted. The Bankruptcy Court approved the stipulation by order dated January 26, 2026. While Omega believes that the claims asserted against our subsidiaries are without merit and intends to vigorously defend against them, Omega cannot predict the ultimate outcome of this action.

Other

In addition to the matters above, we are subject to various other legal proceedings, claims and other actions arising out of the normal course of business. While any legal proceeding or claim has an element of uncertainty, management believes that the outcome of each lawsuit, claim or legal proceeding that is pending or threatened, 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 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.

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 June 30, 2026 are outlined in the table below (in thousands):

​ · ​ · ​ · ​
​ · ​ · ​ · ​
Lessor construction and capital commitments under lease agreements​$163,227
Non-real estate loan commitments​40,966
Real estate loan commitments​67,029
Total remaining commitments (1)​$271,222
(1)Includes finance costs.

NOTE 19 – EARNINGS PER SHARE

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

​​​​​​​​​​​​
​ · Three Months Ended June 30, · ​ ​ ​ · Six Months Ended June 30,
​ · 2026 · ​ ​ ​ · 2025 · ​ ​ ​ · 2026 · ​ ​ ​ · 2025
​ · (in thousands, except per share amounts)
Numerator:​​​ ​ ​​​​​​​ ​ ​​​
Net income$379,668​$140,479​$538,244​$252,539
Less: adjustments to basic numerator(1)(19,184)​(5,978)​​(37,939)​(22,191)
Net income available to common stockholders – basic$360,484​$134,501​$500,305​$230,348
Add: net income attributable to OP Units16,873​3,968​​23,965​6,762
Net income available to common stockholders – diluted$377,357​$138,469​$524,270​$237,110
Denominator:​​​​​​​
Denominator for basic earnings per share298,848​291,188​297,952​287,101
Effect of dilutive securities:​​​​​​​
Common stock equivalents3,414​3,495​3,214​3,599
Noncontrolling interest – Omega OP Units13,988​8,563​14,524​8,387
Denominator for diluted earnings per share316,250​303,246​315,690​299,087
​​​​​​​​​​​​
Earnings per share – basic:​​​​​​​
Net income available to common stockholders$1.21​$0.46​$1.68​$0.80
Earnings per share – diluted:​​​​​​​
Net income available to common stockholders$1.19​$0.46​$1.66​$0.79
(1)Includes adjustments to remove income related to non-controlling interests and participating shares including time-based and performance-based PIUs and time-based and performance-based RSUs.

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, 2026 and 2025:

​​​​​​​
​ · ​ ​ ​ · Six Months Ended June 30,
​ · ​ ​ ​ · 2026 · ​ ​ ​ · 2025
​ · (in thousands)
Reconciliation of cash and cash equivalents and restricted cash:​​​​​​
Cash and cash equivalents​$39,036​$734,184
Restricted cash​145,173​38,400
Cash, cash equivalents and restricted cash at end of period​$184,209​$772,584
​​​​​​​
Supplemental information:​​​​
Interest paid during the period, net of amounts capitalized​$104,226​$112,657
Taxes paid during the period​$12,981​$1,716
​​​​​​​
Non-cash investing activities:​​​​
Non-cash acquisition of real estate​$(11,616)​$—
Non cash proceeds from sale of real estate investments​$37,400​$—
Non-cash collection of real estate loan receivable principal​$11,616​$—
Non-cash investment in real estate loans receivable​$(37,400)​$—

NOTE 21 – SEGMENTS

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 asingle operating and reportable segment totwo 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
​ · ​ ​ ​ · ​ · ​ ​ ​ · ​ · ​ · Non-Segment/ · ​ · ​
​ · ​ ​ ​ · Triple-Net · ​ ​ ​ · Operating · ​ · Corporate(1) · ​ ​ ​ · Total
​​(in thousands)
Revenues​​​​​​​​​​​​
Rental income​$266,486​$—​$—​$266,486
Interest income​​46,756​​—​​—​​46,756
Resident fees and services​​—​​13,987​​—​​13,987
Miscellaneous income​​—​​—​​1,017​​1,017
Total revenues​​313,242​​13,987​​1,017​​328,246
​​​​​​​​​​​​​
Property-level expenses​​(3,938)​​(12,259)​​—​​(16,197)
Net operating income from unconsolidated entities​​15,211​​3,654​​—​​18,865
Net operating income​324,515​​5,382​1,017​​330,914
​​​​​​​​​​​​​
Depreciation and amortization​​​​​​​​​​​(81,842)
Interest expense​​​​​​​​​​​(48,116)
General and administrative​​​​​​​​​​​(41,997)
Acquisition, merger and transition related costs​​​​​​​​​​​(4,660)
Impairment on real estate properties​​​​​​​​​​​—
Recovery for credit losses​​​​​​​​​​​5,019
Other expense - net​​​​​​​​​​​(7,215)
Gain on assets sold - net​​​​​​​​​​​246,519
Income tax expense​​​​​​​​​​​(4,618)
Non-operating net loss from unconsolidated entities(2)​​​​​​​​​​​(14,336)
Net income​​​​​​​​​​$379,668
(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
​ · ​ ​ ​ · ​ · ​ ​ ​ · ​ · ​ · Non-Segment/ · ​ · ​
​ · ​ ​ ​ · Triple-Net · ​ ​ ​ · Operating · ​ · Corporate · ​ ​ ​ · Total
​ · ​ · (in thousands)
Compensation​$—​$7,179​$—​$7,179
Utilities​​—​​590​​—​​590
Food​​—​​737​​—​​737
Repairs and maintenance​​—​​360​​—​​360
Property taxes​​3,510​​462​​—​​3,972
Other segment expenses(1)​​428​​2,931​​—​​3,359
Total property-level expenses(2)​$3,938​$12,259​$—​$16,197
(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
​ · ​ ​ ​ · ​ · ​ ​ ​ · ​ · ​ · Non-Segment/ · ​ · ​
​ · ​ ​ ​ · Triple-Net · ​ ​ ​ · Operating · ​ · Corporate(1) · ​ ​ ​ · Total
​​(in thousands)
Revenues​​​​​​​​​​​​
Rental income​$239,202​$—​$—​$239,202
Interest income​​42,997​​—​​—​​42,997
Resident fees and services​​—​​—​​—​​—
Miscellaneous income​​—​​—​​307​​307
Total revenues​​282,199​​—​​307​​282,506
​​​​​​​​​​​​​
Property-level expenses​​(3,771)​​—​​—​​(3,771)
Net operating income from unconsolidated entities​​2,504​​—​​—​​2,504
Net operating income​280,932​​—​307​​281,239
​​​​​​​​​​​​​
Depreciation and amortization​​​​​​​​​​​(80,509)
Interest expense​​​​​​​​​​​(52,897)
General and administrative​​​​​​​​​​​(23,318)
Acquisition, merger and transition related costs​​​​​​​​​​​(2,010)
Impairment on real estate properties​​​​​​​​​​​(14,215)
Recovery for credit losses​​​​​​​​​​​4,771
Other income - net​​​​​​​​​​​13,751
Gain on assets sold - net​​​​​​​​​​​22,886
Income tax expense​​​​​​​​​​​(4,528)
Non-operating net loss from unconsolidated entities(2)​​​​​​​​​​​(4,691)
Net income​​​​​​​​​​$140,479
(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, 2025:

​​​​​​​​​​​​​
​ · ​ ​ ​ · Three Months Ended June 30, 2025
​ · ​ ​ ​ · ​ · ​ ​ ​ · ​ · ​ · Non-Segment/ · ​ · ​
​ · ​ ​ ​ · Triple-Net · ​ ​ ​ · Operating · ​ · Corporate · ​ ​ ​ · Total
​ · ​ · (in thousands)
Compensation​$—​$—​$—​$—
Utilities​​—​​—​​—​​—
Food​​—​​—​​—​​—
Repairs and maintenance​​—​​—​​—​​—
Property taxes​​3,251​​—​​—​​3,251
Other segment expenses(1)​​520​​—​​—​​520
Total property-level expenses(2)​$3,771​$—​$—​$3,771
(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
​ · ​ ​ ​ · ​ · ​ ​ ​ · ​ · ​ · Non-Segment/ · ​ · ​
​ · ​ ​ ​ · Triple-Net · ​ ​ ​ · Operating · ​ · Corporate(1) · ​ ​ ​ · Total
​​(in thousands)
Revenues​​​​​​​​​​​​
Rental income​$537,103​$—​$—​$537,103
Interest income​​91,911​​—​​—​​91,911
Resident fees and services​​—​​20,644​​—​​20,644
Miscellaneous income​​—​​—​​1,543​​1,543
Total revenues​​629,014​​20,644​​1,543​​651,201
​​​​​​​​​​​​​
Property-level expenses​​(7,954)​​(17,686)​​—​​(25,640)
Net operating income from unconsolidated entities​​29,789​​8,025​​—​​37,814
Net operating income​650,849​​10,983​1,543​​663,375
​​​​​​​​​​​​​
Depreciation and amortization​​​​​​​​​​​(165,982)
Interest expense​​​​​​​​​​​(97,871)
General and administrative​​​​​​​​​​​(67,584)
Acquisition, merger and transition related costs​​​​​​​​​​​(5,774)
Impairment on real estate properties​​​​​​​​​​​(392)
Recovery for credit losses​​​​​​​​​​​8,313
Other expense - net​​​​​​​​​​​(6,139)
Gain on assets sold - net​​​​​​​​​​​249,543
Income tax expense​​​​​​​​​​​(9,724)
Non-operating net loss from unconsolidated entities(2)​​​​​​​​​​​(29,521)
Net income​​​​​​​​​​$538,244
(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 six months ended June 30, 2026:

​​​​​​​​​​​​​
​ · ​ ​ ​ · Six Months Ended June 30, 2026
​ · ​ ​ ​ · ​ · ​ ​ ​ · ​ · ​ · Non-Segment/ · ​ · ​
​ · ​ ​ ​ · Triple-Net · ​ ​ ​ · Operating · ​ · Corporate · ​ ​ ​ · Total
​ · ​ · (in thousands)
Compensation​$—​$10,358​$—​$10,358
Utilities​​—​​934​​—​​934
Food​​—​​1,049​​—​​1,049
Repairs and maintenance​​—​​522​​—​​522
Property taxes​​7,093​​720​​—​​7,813
Other segment expenses(1)​​861​​4,103​​—​​4,964
Total property-level expenses(2)​$7,954​$17,686​$—​$25,640
(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
​ · ​ ​ ​ · ​ · ​ ​ ​ · ​ · ​ · Non-Segment/ · ​ · ​
​ · ​ ​ ​ · Triple-Net · ​ ​ ​ · Operating · ​ · Corporate(1) · ​ ​ ​ · Total
​​(in thousands)
Revenues​​​​​​​​​​​​
Rental income​$471,380​$—​$—​$471,380
Interest income​​86,113​​—​​—​​86,113
Resident fees and services​​—​​—​​—​​—
Miscellaneous income​​—​​—​​1,798​​1,798
Total revenues​​557,493​​—​​1,798​​559,291
​​​​​​​​​​​​​
Property-level expenses​​(7,597)​​—​​—​​(7,597)
Net operating income from unconsolidated entities​​4,915​​—​​—​​4,915
Net operating income​554,811​​—​1,798​​556,609
​​​​​​​​​​​​​
Depreciation and amortization​​​​​​​​​​​(160,384)
Interest expense​​​​​​​​​​​(105,177)
General and administrative​​​​​​​​​​​(54,860)
Acquisition, merger and transition related costs​​​​​​​​​​​(3,474)
Impairment on real estate properties​​​​​​​​​​​(15,450)
Provision for credit losses​​​​​​​​​​​(321)
Other income - net​​​​​​​​​​​16,798
Gain on assets sold - net​​​​​​​​​​​32,961
Income tax expense​​​​​​​​​​​(8,139)
Non-operating net loss from unconsolidated entities(2)​​​​​​​​​​​(6,024)
Net income​​​​​​​​​​$252,539
(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 six months ended June 30, 2025:

​​​​​​​​​​​​​
​ · ​ ​ ​ · Six Months Ended June 30, 2025
​ · ​ ​ ​ · ​ · ​ ​ ​ · ​ · ​ · Non-Segment/ · ​ · ​
​ · ​ ​ ​ · Triple-Net · ​ ​ ​ · Operating · ​ · Corporate · ​ ​ ​ · Total
​ · ​ · (in thousands)
Compensation​$—​$—​$—​$—
Utilities​​—​​—​​—​​—
Food​​—​​—​​—​​—
Repairs and maintenance​​—​​—​​—​​—
Property taxes​​6,562​​—​​—​​6,562
Other segment expenses(1)​​1,035​​—​​—​​1,035
Total property-level expenses(2)​$7,597​$—​$—​$7,597
(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

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 acquiredsix SNFs in Texas for $72.9 million and leased them to one new operator.

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