OMEGA HEALTHCARE INVESTORS INC

Purpose and Effect of the Amendment

The Authorized Share Amendment would amend the Charter to increase the number of authorized shares of our common stock, $0.10 par value per share, from 350,000,000 shares to 700,000,000, and would not change the number of authorized shares of Omega’s preferred stock, which is currently 20,000,000 shares. If the Authorized Share Amendment is approved by the Company’s stockholders, the total number of shares of capital stock that Omega will have the authority to issue would be increased to a total of 720,000,000 shares, consisting of 700,000,000 shares of common stock and 20,000,000 shares of preferred stock.

As of April 9, 2025:

Therefore, as of April 9, 2025, there were 13,384,822 shares of our common stock that are not outstanding or reserved and remain available for issuance.

Over the past several years, we have issued common stock primarily through our ATM program, our Dividend Reinvestment and Common Stock Purchase Plan and our employee stock purchase plan. The proceeds of these issuances have generally been used to invest in long-term healthcare-related properties, including the investments highlighted in “Compensation Discussion and Analysis — 2024 Achievements and Performance Results,” and for general corporate purposes, including from time to time the repayment of outstanding indebtedness. We have also issued common stock in connection with the settlement of vested awards granted under our Stock Incentive Plan to reward officers, directors, and employees for Omega’s strong performance and to attract and retain top management talent.

The Board believes that the availability of additional shares is essential for Omega to successfully pursue its investment strategy. It will also enhance Omega’s flexibility in connection with general corporate purposes, such as equity offerings and acquisitions or mergers. The Board, in its discretion and subject only to applicable law, regulations or NYSE rules, will determine whether, when, and on what terms to issue shares of common stock in connection with any of the foregoing purposes. There are no immediate plans, arrangements, commitments or understandings with respect to the issuance of any of the additional shares of common stock that would be authorized by the Authorized Share Amendment. However, the Board believes that these additional shares will provide Omega with the ability to issue shares in the future to take advantage of favorable market conditions or other opportunities without the potential expense or delay incident to obtaining stockholder approval for a particular issuance.

Capital-raising is an essential part of Omega’s investment strategy. If Omega is unable to issue additional shares of common stock, or securities convertible into common stock, (i) we may have difficulty raising funds to complete future investments or meet obligations and commitments as they mature (depending on our access to other sources of capital), and/or (ii) we may be forced to limit future investments or alter our capitalization structure and increase leverage in order to finance future investments and obligations. These adjustments to our investment strategy may limit our ability to generate earnings growth and increase stockholder value.

The issuance of additional common stock could have an anti-takeover effect, although this is not the intent of our Board in proposing the Authorized Share Amendment. For instance, shares of our authorized but unissued common stock could be issued in one or more transactions that could have the effect of delaying, deferring or preventing a change in control of Omega. As of the date of this Proxy Statement, we are not aware of any attempt or plan to obtain control of Omega.