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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-Q

(Mark One)


☒	QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the quarterly period ended March 31, 2026


☐	TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the transition period from to

OMEGA HEALTHCARE INVESTORS, INC.

(Exact name of registrant as specified in its charter)


Maryland	1-11316	38-3041398
(State or other jurisdiction of incorporation or organization)	(Commission file number)	(IRS Employer Identification No.)

303 International Circle, Suite 200, Hunt Valley, MD 21030

(Address of principal executive offices)

(410) 427-1700

(Registrant’s telephone number, including area code)

Securities registered pursuant to Section 12(b) of the Securities Exchange Act of 1934


Title of each class	Trading Symbol(s)	Name of each exchange on which registered
Common Stock, $.10 par value	OHI	New York Stock Exchange

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports) and (2) has been subject to such filing requirements for the past 90 days.


Yes ☒ No ☐

Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T during the preceding 12 months (or for such shorter period that the registrant was required to submit such files).


Yes ☒ No ☐

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.


Large accelerated filer ⌧	Accelerated filer ◻	Non-accelerated filer ◻	Smaller reporting company ☐	Emerging growth company ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).

Yes ☐

No ☒

As of April 24, 2026, there were 297,802 thousand shares of common stock outstanding.

Table of Contents

OMEGA HEALTHCARE INVESTORS, INC.

FORM 10-Q

March 31, 2026


TABLE OF CONTENTS
		Page No.
PART I	Financial Information

Item 1.	Financial Statements of Omega Healthcare Investors, Inc. (Unaudited):

	Consolidated Balance Sheets	2

	Consolidated Statements of Operations	3

	Consolidated Statements of Comprehensive Income	4

	Consolidated Statements of Equity	5

	Consolidated Statements of Cash Flows	6

	Notes to Consolidated Financial Statements	7

Item 2.	Management’s Discussion and Analysis of Financial Condition and Results of Operations	30

Item 3.	Quantitative and Qualitative Disclosures About Market Risk	44

Item 4.	Controls and Procedures	45

PART II	Other Information

Item 1.	Legal Proceedings	45

Item 1A.	Risk Factors	45

Item 2.	Unregistered Sales of Equity Securities and Use of Proceeds	45

Item 5.	Other Information	45

Item 6.	Exhibits	46

Table of Contents

PART I – FINANCIAL INFORMATION

Item 1 - Financial Statements

OMEGA HEALTHCARE INVESTORS, INC.

CONSOLIDATED BALANCE SHEETS

(in thousands, except per share amounts)


	March 31,		December 31,
	2026		2025
	(Unaudited)
ASSETS
Real estate assets
Buildings and improvements	$	7,696,967	$	7,901,652
Land		1,160,474		1,179,463
Furniture and equipment		531,005		539,775
Construction in progress		11,991		12,492
Total real estate assets		9,400,437		9,633,382
Less accumulated depreciation		(2,930,373)		(2,930,611)
Real estate assets – net		6,470,064		6,702,771
Real estate loans receivable – net		1,389,666		1,380,949
Investments in unconsolidated entities		507,720		414,127
Assets held for sale		233,128		4,000
Total real estate investments		8,600,578		8,501,847
Non-real estate loans receivable – net		354,953		330,322
Total investments		8,955,531		8,832,169

Cash and cash equivalents		26,149		27,024
Restricted cash		27,172		27,539
Contractual and other receivables – net		292,141		280,774
Goodwill		644,352		644,626
Other assets		289,206		236,927
Total assets	$	10,234,551	$	10,049,059

LIABILITIES AND EQUITY
Revolving credit facility	$	425,000	$	242,000
Senior notes and other unsecured borrowings – net		4,016,289		4,014,011
Accrued expenses and other liabilities		338,243		352,549
Total liabilities		4,779,532		4,608,560

Preferred stock $1.00 par value authorized – 20,000 shares, issued and outstanding – none		—		—
Common stock $0.10 par value authorized – 700,000 shares, issued and outstanding – 297,797 shares as of March 31, 2026 and 295,539 shares as of December 31, 2025		29,779		29,553
Additional paid-in capital		8,775,469		8,693,033
Cumulative net earnings		4,828,141		4,677,092
Cumulative dividends paid		(8,495,911)		(8,297,416)
Accumulated other comprehensive income		54,004		79,037
Total stockholders’ equity		5,191,482		5,181,299
Noncontrolling interest		263,537		259,200
Total equity		5,455,019		5,440,499
Total liabilities and equity	$	10,234,551	$	10,049,059

See notes to consolidated financial statements.

Table of Contents

OMEGA HEALTHCARE INVESTORS, INC.

CONSOLIDATED STATEMENTS OF OPERATIONS

Unaudited

(in thousands, except per share amounts)


	Three Months Ended
	March 31,
	2026		2025
Revenues
Rental income	$	270,617	$	232,178
Interest income		45,155		43,116
Resident fees and services		6,657		—
Miscellaneous income		526		1,491
Total revenues		322,955		276,785

Expenses
Depreciation and amortization		84,140		79,875
Interest expense		49,755		52,280
Senior housing operating expenses		5,427		—
General and administrative		26,020		32,057
Real estate taxes		3,583		3,311
Acquisition, merger and transition related costs		1,114		1,464
Impairment on real estate properties		392		1,235
(Recovery) provision for credit losses		(3,294)		5,092
Total expenses		167,137		175,314

Other income
Other income – net		1,076		3,047
Gain on assets sold – net		3,024		10,075
Total other income		4,100		13,122

Income before income tax expense and income from unconsolidated entities		159,918		114,593
Income tax expense		(5,106)		(3,611)
Income from unconsolidated entities		3,764		1,078
Net income		158,576		112,060
Net income attributable to noncontrolling interest		(7,527)		(3,028)
Net income available to common stockholders	$	151,049	$	109,032

Earnings per common share available to common stockholders:
Basic:
Net income available to common stockholders	$	0.47	$	0.34
Diluted:
Net income available to common stockholders	$	0.47	$	0.33

See notes to consolidated financial statements.

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OMEGA HEALTHCARE INVESTORS, INC.

CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME

Unaudited

(in thousands)


	Three Months Ended
	March 31,
	2026		2025
Net income	$	158,576	$	112,060
Other comprehensive income (loss)
Foreign currency translation		(25,740)		25,371
Cash flow hedges		(564)		(4,961)
Total other comprehensive (loss) income		(26,304)		20,410
Comprehensive income		132,272		132,470
Comprehensive income attributable to noncontrolling interest		(6,256)		(3,603)
Comprehensive income attributable to common stockholders	$	126,016	$	128,867

See notes to consolidated financial statements.

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OMEGA HEALTHCARE INVESTORS, INC.

CONSOLIDATED STATEMENTS OF EQUITY

Three Months Ended March 31, 2026 and 2025

Unaudited

(in thousands, except per share amounts)


										Accumulated
		Common		Additional		Cumulative		Cumulative		Other		Total
		Stock		Paid-in		Net		Dividends		Comprehensive		Stockholders’		Noncontrolling		Total
		Par Value		Capital		Earnings		Paid		Income (loss)		Equity		Interest		Equity
Balance at December 31, 2025		$	29,553	$	8,693,033	$	4,677,092	$	(8,297,416)	$	79,037	$	5,181,299	$	259,200	$	5,440,499
Stock related compensation			—		10,667		—		—		—		10,667		—		10,667
Issuance of common stock			226		104,656		—		—		—		104,882		—		104,882
Common dividends declared ($0.67 per share)			—		—		—		(198,495)		—		(198,495)		—		(198,495)
Issuance of OP Units			—		(32,887)		—		—		—		(32,887)		32,887		—
Exchange and redemption of Omega OP Units			—		—		—		—		—		—		(13,276)		(13,276)
Omega OP Units distributions			—		—		—		—		—		—		(21,530)		(21,530)
Other comprehensive loss			—		—		—		—		(25,033)		(25,033)		(1,271)		(26,304)
Net income			—		—		151,049		—		—		151,049		7,527		158,576
Balance at March 31, 2026		$	29,779	$	8,775,469	$	4,828,141	$	(8,495,911)	$	54,004	$	5,191,482	$	263,537	$	5,455,019

Balance at December 31, 2024		$	27,912	$	7,915,873	$	4,086,907	$	(7,516,750)	$	22,731	$	4,536,673	$	194,166	$	4,730,839
Stock related compensation			—		15,878		—		—		—		15,878		—		15,878
Issuance of common stock			711		260,012		—		—		—		260,723		—		260,723
Common dividends declared ($0.67 per share)			—		—		—		(189,284)		—		(189,284)		—		(189,284)
Issuance of OP Units			—		(11,922)		—		—		—		(11,922)		11,922		—
Omega OP Units distributions			—		—		—		—		—		—		(18,603)		(18,603)
Other comprehensive income			—		—		—		—		19,835		19,835		575		20,410
Net income			—		—		109,032		—		—		109,032		3,028		112,060
Balance at March 31, 2025		$	28,623	$	8,179,841	$	4,195,939	$	(7,706,034)	$	42,566	$	4,740,935	$	191,088	$	4,932,023

See notes to consolidated financial statements.

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OMEGA HEALTHCARE INVESTORS, INC.

CONSOLIDATED STATEMENTS OF CASH FLOWS

Unaudited (in thousands)


	Three Months Ended March 31,
	2026		2025
Cash flows from operating activities
Net income	$	158,576	$	112,060
Adjustment to reconcile net income to net cash provided by operating activities:
Depreciation and amortization		84,140		79,875
Impairment on real estate properties		392		1,235
Straight-line rent and other write-offs		2,377		10,000
(Recovery) provision for credit losses		(3,294)		5,092
Amortization of deferred financing costs and loss on debt extinguishment		3,404		1,380
Stock-based compensation expense		10,592		15,812
Gain on assets sold – net		(3,024)		(10,075)
Straight-line receivables		(13,215)		(12,583)
Interest paid-in-kind		(6,551)		(2,471)
Loss (income) from unconsolidated entities		3		(121)
Other non-cash items		522		255
Change in operating assets and liabilities – net:
Contractual receivables		(2,951)		(1,425)
Other operating assets and liabilities		(15,469)		(17,082)
Net cash provided by operating activities		215,502		181,952
Cash flows from investing activities
Acquisition deposit		—		(30,111)
Acquisition of real estate		(124,995)		(58,365)
Net proceeds from sale of real estate investments		34,488		120,881
Investments in construction in progress		(4,064)		(15,081)
Investment in loan receivables and other		(112,205)		(41,111)
Collection of loan principal		36,716		62,757
Investments in unconsolidated entities		(96,996)		(1,014)
Distributions from unconsolidated entities in excess of earnings		3,400		1,156
Capital improvements to real estate investments		(8,758)		(20,173)
Proceeds from foreign currency forward contracts		735		—
Receipts from insurance proceeds		1,666		322
Net cash (used in) provided by investing activities		(270,013)		19,261
Cash flows from financing activities
Proceeds from borrowings		719,000		—
Payments of borrowings		(536,000)		(400,600)
Payments of financing related costs		(333)		—
Net proceeds from issuance of common stock		104,882		260,723
Dividends paid		(198,420)		(189,218)
Redemption of Omega OP Units		(13,276)		—
Distributions to Omega OP Unit Holders		(21,530)		(18,603)
Net cash provided by (used in) financing activities		54,323		(347,698)
Effect of foreign currency translation on cash, cash equivalents and restricted cash		(1,054)		1,822
Decrease in cash, cash equivalents and restricted cash		(1,242)		(144,663)
Cash, cash equivalents and restricted cash at beginning of period		54,563		548,735
Cash, cash equivalents and restricted cash at end of period	$	53,321	$	404,072

See notes to consolidated financial statements.

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OMEGA HEALTHCARE INVESTORS, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

Unaudited

March 31, 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 March 31, 2026, Parent owned approximately 95% of the issued and outstanding units of partnership interest in Omega OP (“Omega OP Units”), and other investors owned approximately 5% of the outstanding Omega OP Units. The number of Omega OP Units owned by Parent is equivalent to the number of outstanding common shares of beneficial interest in Parent. As of March 31, 2026 and December 31, 2025, there were 15,042,076 and 14,698,225 Omega OP Units outstanding, respectively, that were held by other investors.

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.

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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 March 31, 2026, our leased real estate properties included 553 SNFs, 340 ALFs, 19 ILFs, 16 specialty facilities and one CCRC. The following table summarizes the Company’s rental income:


	Three Months Ended March 31,
	2026		2025

	(in thousands)
Fixed income from operating leases	$	266,864	$	228,195
Variable income from operating leases		3,753		3,803
Interest income from direct financing leases		—		180
Total rental income	$	270,617	$	232,178

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 three months ended March 31, 2026:


	Number of			Total Real Estate
	Facilities			Assets Acquired⁽¹⁾
Period	SNF	ALF	Country/State	(in millions)
Q1	—	1	AL	$	10.4	⁽²⁾
Q1	13	—	GA		109.4	⁽³⁾
Q1	—	1	U.K.		6.6
Total	13	2		$	126.4

(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)	Relates to facilities that we own and operate utilizing a RIDEA structure.

(3)

During the first quarter of 2026, we acquired 13 facilities using a reverse like-kind exchange structure pursuant to Section 1031 of the Code (a “reverse 1031 exchange”). As of March 31, 2026, the acquired facilities remained in the possession of the Exchange Accommodation Titleholders (“EATs”). The EATs are classified as VIEs as they do not have sufficient equity investment at risk to permit the entity to finance its activities. The Company consolidated the EATs because it controls the activities that most significantly impact the economic performance of the EATs and is, therefore, the primary beneficiary of the EATs. The properties held by the EATs are reflected as real estate with a carrying value of $108.6 million as of March 31, 2026.

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Construction in Progress and Capital Expenditure Investments

We invested $12.8 million and $35.3 million under our construction in progress and capital improvement programs during the three months ended March 31, 2026 and 2025, respectively. As of March 31, 2026, construction in progress included three projects consisting of the development of SNFs in Virginia, Florida and Kansas.

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:


	March 31,		December 31,
	2026		2025
Number of facilities held for sale		19		N/A	⁽¹⁾
Amount of assets held for sale (in thousands)	$	233,128	$	4,000

(1)	Relates to a property adjacent to one of our existing facilities.

During the three months ended March 31, 2026, we reclassified 18 facilities in Maryland and West Virginia with a net book value of $225.1 million to assets held for sale. These facilities were subject to a lease to CommuniCare Health Services, Inc. (“CommuniCare”) and were identified for sale as part of our continuous evaluation of our owned facilities. Contractual first quarter rent related to these 18 facilities was $9.2 million. On April 1, 2026, the 12 CommuniCare facilities in Maryland that were included in held for sale with a net book value of $124.3 million were sold for a contractual purchase price of $326.3 million.

Asset Sales

During the three months ended March 31, 2026, we sold four SNFs for $34.5 million in net cash proceeds. As a result of these sales, we recognized a net gain of $3.0 million for the period.

During the three months ended March 31, 2025, we sold 27 facilities (26 SNFs and one ALF) for $120.9 million in net cash proceeds. As a result of these sales, we recognized a net gain of $10.1 million for the period.

Real Estate Impairments

During the three months ended March 31, 2026 and 2025, we recorded real estate impairments of $0.4 million and $1.2 million, respectively.

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.

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


	March 31,		December 31,
	2026		2025

	(in thousands)
Contractual receivables – net	$	12,674	$	9,723
Straight-line receivables		279,467		271,051
Contractual and other receivables – net	$	292,141	$	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 of $2.4 million and zero during the three months ended March 31, 2026 and 2025, respectively, as a result of placing operator leases on a cash basis of revenue recognition. We placed one and zero operators on a cash basis of revenue recognition during the three months ended March 31, 2026 and 2025, respectively. As of March 31, 2026, we had 20 operators on a cash basis for rental revenue recognition, which represent 21.8% and 18.6% of our total revenues for the three months ended March 31, 2026 and 2025, respectively.

During the three months ended March 31, 2026 and 2025, we did not have any straight-line rent receivable write-offs 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 $13.6 million related to the Maplewood Master Lease during the three months ended March 31, 2026 and 2025, respectively. The amount of unpaid contractual rent that was deferred, as allowable under the terms of the Maplewood Master Lease, was $3.6 million and $4.9 million, for the three months ended March 31, 2026 and 2025, respectively. Deferred rent bears interest at 5% per annum if outstanding longer than 18 months, which is reflected in rental income once received. We recognized full contractual rental income of $3.7 million and $2.1 million related to the Embassy Row Lease during the three months ended March 31, 2026 and 2025, respectively. As discussed further in Note 5 – Real Estate Loans Receivable, no interest income was recorded on the Maplewood Revolver during the three months ended March 31, 2026 and 2025.

In April 2026, Maplewood paid $6.5 million under its lease agreements, $1.3 million of which relates to the Embassy Row Lease.

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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 March 2026. On January 14, 2026, 101 W State Street Holdings, LLC (“WSSH”) was named the winning bidder in the auction to acquire Genesis’ assets, and on January 26, 2026, the Bankruptcy Court approved the sale to WSSH, subject to satisfaction of the terms and conditions of the purchase and sale agreement between Genesis and WSSH. On April 23, 2026, Genesis filed a notice in the Bankruptcy Court that WSSH had timely delivered the required qualifying commitment letter. To the extent that the transaction is consummated, closing is not expected before June 30, 2026. WSSH has until just before closing to elect to take an assignment of the Omega lease. As discussed in Note 18 – Commitments and Contingencies, the Statutory Unsecured Claimant’s Committee has filed a proposed Complaint and Preliminary Objection regarding the collateral supporting our term loans (discussed in Note 6 – Non-Real Estate Loans Receivable) and regarding payments received by Omega under its lease and loan obligations in the 90 days prior to the Genesis bankruptcy filing date.

We recognized rental income related to Genesis of $13.3 million and $12.5 million (which includes $8.3 million of contractual rent payments received and $4.2 million from the application of proceeds from the letter of credit in March 2025 that we hold as collateral from Genesis) during the three months ended March 31, 2026 and 2025, respectively. In addition, we recognized $7.0 million and $4.2 million of interest income (which includes $0.1 million from the application of proceeds from the letter of credit) related to loans with Genesis during the three months ended March 31, 2026 and 2025, respectively. As of March 31, 2026, there was $3.5 million remaining under the letter of credit that we hold as collateral from Genesis, as well as the collateral we hold under our loan agreements discussed in Note 6 – Non-Real Estate Loans Receivable.

In April 2026, Genesis paid full contractual rent and interest due of $4.7 million.

NOTE 5 – REAL ESTATE LOANS RECEIVABLE

Real estate loans consist of mortgage notes and other real estate loans which are primarily collateralized by a first, second or third mortgage lien or a leasehold mortgage on, or an assignment of the partnership interest in the related properties. As of March 31, 2026, our real estate loans receivable consists of 19 fixed rate mortgage notes on 91 operating long-term care facilities and 22 other real estate loans. The fixed rate mortgages are collateralized by 46 SNFs, 43 ALFs and two ILFs. The facilities subject to the mortgage notes are operated by 15 independent healthcare operating companies and are located in nine U.S. 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.

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


	As of March 31, 2026
	Weighted		Weighted
	Average		Average Years		March 31,		December 31,
	Interest Rate		to Maturity		2026		2025

					(in thousands)
Mortgage notes receivable – gross	11.1	%	3.8	⁽¹⁾	$	893,484	$	931,616
Allowance for credit losses on mortgage notes receivable						(25,336)		(33,298)
Mortgage notes receivable – net						868,148		898,318
Other real estate loans – gross	9.0	%	7.1	⁽²⁾		566,578		524,169
Allowance for credit losses on other real estate loans						(45,060)		(41,538)
Other real estate loans – net						521,518		482,631
Total real estate loans receivable – net					$	1,389,666	$	1,380,949

(1)	Consists of mortgage notes with maturity dates ranging from 2026 through 2037 (with $143.6 million maturing in 2026).

(2)	Consists of other real estate loans with maturity dates ranging from 2026 through 2037 (with $15.6 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 March 31,
	2026		2025

	(in thousands)
Mortgage notes – interest income	$	24,712	$	26,005
Other real estate loans – interest income		7,854		7,157
Total real estate loans interest income	$	32,566	$	33,162

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


	Three Months Ended March 31,
	2026		2025

	(in thousands)
Advances on new real estate loans receivable⁽¹⁾	$	21,339	$	20,047
Advances on existing real estate loans receivable		6,004		6,491
Principal repayments on real estate loans receivable⁽²⁾		(17,254)		(43,504)
Net cash advances (repayments) on real estate loans receivable	$	10,089	$	(16,966)

(1)	For the three months ended March 31, 2026 and 2025, consists of advances under one and two new real estate loans, respectively, that originated during 2026 and 2025, respectively, with weighted average interest rates of 13.0% and 10.8%, respectively.

(2)

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 months ended March 31, 2026 and 2025, as the loan is on non-accrual status, and no cash payments were received in either period. After the Maplewood Revolver agreement was amended in December 2025, monthly interest can be paid-in-kind at Maplewood’s election. This change was applied retroactively, starting from January 1, 2023. As of March 31, 2026 and December 31, 2025, the amortized cost basis of the Maplewood Revolver was $263.6 million, which represents 18.1% of the total amortized cost basis of all real estate loan receivables. As of March 31, 2026 and December 31, 2025, the outstanding principal due on the Maplewood Revolver was $329.5 million and $323.8 million, respectively.

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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 ($62.8 million USD), which will be funded in several advances as needed by the borrower. As of March 31, 2026, the outstanding principal due on the loan is $3.0 million Canadian dollars ($2.1 million USD). 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 consist of fixed and variable rate loans to operators or principals. These loans may be either unsecured or secured by the collateral of the borrower, which may include the working capital of the borrower and/or personal guarantees. As of March 31, 2026, we had 44 loans with 27 different borrowers. A summary of our non-real estate loans by loan type is as follows:


	As of March 31, 2026
	Weighted		Weighted
	Average		Average Years		March 31,		December 31,
	Interest Rate		to Maturity		2026		2025

					(in thousands)
Working capital loans receivable	9.6	%	1.0	⁽¹⁾	$	61,266	$	55,010
Other loans receivable	11.1	%	2.9	⁽²⁾		390,768		375,574
Non-real estate loans receivable – gross						452,034		430,584
Allowance for credit losses on non-real estate loans receivable						(97,081)		(100,262)
Total non-real estate loans receivable – net					$	354,953	$	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 $28.7 million maturing in 2026).

(2)

Consists of other loans receivable with maturity dates ranging from 2026 to 2037 (with $238.2 million maturing in 2026). One of the other notes outstanding with a principal balance of $6.4 million is past due and has been reserved down to the estimated fair value of the underlying collateral of zero through our allowance for credit losses.

For the three months ended March 31, 2026 and 2025, non-real estate loans generated interest income of $12.6 million and $10.0 million, respectively. 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
	March 31,
	2026		2025

	(in thousands)
Advances on new non-real estate loans receivable⁽¹⁾	$	29,730	$	122
Advances on existing non-real estate loans receivable		4,737		14,405
Principal repayments on non-real estate loans receivable⁽²⁾		(17,920)		(16,020)
Net cash advances (repayments) on non-real estate loans receivable	$	16,547	$	(1,493)

(1)	For the three months ended March 31, 2026 and 2025, consists of advances under six and one new non-real estate loans, respectively, that originated during 2026 and 2025, respectively, with weighted average interest rates of 10.8% and 10.0%, respectively.

(2)

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

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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% 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. As of March 31, 2026, $25.0 million is outstanding under the Super-Priority DIP Loan.

As of March 31, 2026, in addition to the Super-Priority DIP Loan, Omega has two secured term loans with Genesis totaling $134.5 million in outstanding principal, both maturing on June 30, 2026. Prior to Genesis filing for bankruptcy in July 2025, these two secured term loans bore interest at a weighted average fixed interest rate of 13.2% per annum, of which 8.2% per annum was PIK interest and 5.0% per annum was cash interest. 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 on one 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’s two term loans will be PIK interest at a weighted average default rate of 15.3% per annum. During the first quarter of 2026, we received $0.2 million of adequate protection payments. The two term loans are currently primarily collateralized by a second priority lien on the equity of several of Genesis’ ancillary businesses.

As part of our ongoing credit loss procedures, we evaluated the fair value of the collateral available to us under the two Genesis term loan agreements and the Super-Priority DIP Loan based on current appraisals and market conditions and determined there is sufficient collateral to support the outstanding principal on all three loans. Based on our determination regarding the sufficiency of the collateral, the loans remain on an accrual basis. During the first quarter of 2026, we adjusted the internal risk rating on the term loans from a 4 to 5 to reflect the increased risk of the term loans as a result of the adjustment of the term loans’ collateral from a first priority lien to second priority lien on the equity of several of Genesis’ ancillary businesses following the origination, and due to the collateral position of, the Super-Priority DIP Loan. As of March 31, 2026, the internal risk rating on each of the term loans is a 5 and the Super-Priority DIP Loan is a 3, which we believe appropriately reflects the risks associated with these loans.

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NOTE 7 – ALLOWANCE FOR CREDIT LOSSES

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


Rating	Financial Statement Line Item	Allowance for Credit Loss as of December 31, 2025		Provision (Recovery) for Credit Loss for the three months ended March 31, 2026 ⁽¹⁾			Write-offs charged against allowance for the three months ended March 31, 2026		Allowance for Credit Loss as of March 31, 2026
		(in thousands)
1	Real estate loan receivable	$	214	$	(214)		$	—	$	—
2	Real estate loans receivable		180		(45)			—		135
3	Real estate loans receivable		9,972		(933)			—		9,039
4	Real estate loans receivable		19,097		(679)			—		18,418
5	Real estate loans receivable		35,153		2,727			—		37,880
6	Real estate loans receivable		10,220		(5,296)			—		4,924
	Sub-total		74,836		(4,440)	⁽²⁾		—		70,396

2	Non-real estate loans receivable		39		(34)			—		5
3	Non-real estate loans receivable		1,042		(213)			—		829
4	Non-real estate loans receivable		906		(302)			—		604
5	Non-real estate loans receivable		41,128		(1,944)			—		39,184
6	Non-real estate loans receivable		57,147		4,217			(4,905)		56,459
	Sub-total		100,262		1,724	⁽²⁾		(4,905)		97,081

3	Unfunded real estate loan commitments		409		(25)			—		384
4	Unfunded real estate loan commitments		4,600		(298)			—		4,302
2	Unfunded non-real estate loan commitments		6		(4)			—		2
3	Unfunded non-real estate loan commitments		76		(14)			—		62
4	Unfunded non-real estate loan commitments		279		(37)			—		242
	Sub-total		5,370		(378)			—		4,992

	Total	$	180,468	$	(3,094)		$	(4,905)	$	172,469

(1)	The provision (recovery) amounts in the rollforward do not reflect $0.2 million of aggregate cash recoveries received during the three months ended March 31, 2026 on loans that were previously written off.

(2)

These amounts include cash recoveries of $1.3 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 $3.7 million related to principal payments received on loans that were fully reserved.

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A rollforward of our allowance for credit losses for the three months ended March 31, 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 three months ended March 31, 2025 ⁽¹⁾			Write-offs charged against allowance for the three months ended March 31, 2025		Other reductions to the allowance for the three months ended March 31, 2025			Allowance for Credit Loss as of March 31, 2025
		(in thousands)
1	Real estate loans receivable	$	312	$	(9)		$	—	$	—		$	303
2	Real estate loans receivable		492		(59)			—		—			433
3	Real estate loans receivable		10,991		443			—		—			11,434
4	Real estate loans receivable		22,528		(1,503)			—		—			21,025
5	Real estate loans receivable		25,476		5,299			—		—			30,775
6	Real estate loans receivable		11,450		(16)			—		—			11,434
	Sub-total		71,249		4,155			—		—			75,404

5	Investment in direct financing leases		1,605		—			—		(1,605)	⁽²⁾		—
	Sub-total		1,605		—			—		(1,605)			—

2	Non-real estate loans receivable		37		(3)			—		—			34
3	Non-real estate loans receivable		1,868		(89)			—		—			1,779
4	Non-real estate loans receivable		2,268		(866)			—		—			1,402
5	Non-real estate loans receivable		43,287		125			—		—			43,412
6	Non-real estate loans receivable		75,335		3,536			—		—			78,871
	Sub-total		122,795		2,703	⁽³⁾		—		—			125,498

2	Unfunded real estate loan commitments		1		—			—		—			1
3	Unfunded real estate loan commitments		461		84			—		—			545
4	Unfunded real estate loan commitments		40		2			—		—			42
5	Unfunded real estate loan commitments		1,767		(252)			—		—			1,515
2	Unfunded non-real estate loan commitments		13		(8)			—		—			5
3	Unfunded non-real estate loan commitments		183		(19)			—		—			164
4	Unfunded non-real estate loan commitments		433		150			—		—			583
6	Unfunded non-real estate loan commitments		65		(65)			—		—			—
	Sub-total		2,963		(108)			—		—			2,855

		$	198,612	$	6,750		$	—	$	(1,605)		$	203,757

(1)	The provision (recovery) amounts in the rollforward do not reflect $1.7 million of aggregate cash recoveries received during the three months ended March 31, 2025 on loans that were previously written off.

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

(3)

The amount includes cash recoveries of $1.6 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 $3.1 million related to principal payments received on loans that were fully reserved.

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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 March 31, 2026
		(in thousands)
2	Real estate loans receivable	$	—	$	—	$	29,700	$	—	$	—	$	—	$	—	$	—	$	29,700
3	Real estate loans receivable		21,339		34,787		178,098		159,883		35,600		72,420		—		—		502,127
4	Real estate loans receivable		38,900		35,415		85,154		89,428		—		31,696		—		—		280,593
5	Real estate loans receivable		—		—		—		—		—		—		379,138		263,580		642,718
6	Real estate loans receivable		—		—		—		—		—		—		4,924		—		4,924
	Sub-total		60,239		70,202		292,952		249,311		35,600		104,116		384,062		263,580		1,460,062

2	Non-real estate loans receivable		—		—		—		—		—		—		—		5,800		5,800
3	Non-real estate loans receivable		24,543		976		2,958		64,482		13,187		—		2,893		43,445		152,484
4	Non-real estate loans receivable		—		3,033		4,411		—		—		—		1,000		45,258		53,702
5	Non-real estate loans receivable		4,000		500		6,000		—		—		—		173,089		—		183,589
6	Non-real estate loans receivable		—		—		6,386		1,500		24,457		—		24,116		—		56,459
	Sub-total		28,543		4,509		19,755		65,982		37,644		—		201,098		94,503		452,034

	Total	$	88,782	$	74,711	$	312,707	$	315,293	$	73,244	$	104,116	$	585,160	$	358,083	$	1,912,096

	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 to exclude interest receivable from our allowance for credit losses. As of March 31, 2026 and December 31, 2025, we have excluded $12.7 million and $9.7 million, respectively, of contractual interest receivables from our allowance for credit losses. We write off contractual interest receivables to provision for credit losses in the period we determine the interest is no longer considered collectible.

During the three months ended March 31, 2026 and 2025, we recognized $1.1 million and $0.5 million, respectively, of interest income related to loans on non-accrual status as of March 31, 2026.

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.

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


	March 31,		December 31,
	2026		2025

	(in thousands)
Assets
Real estate assets – net	$	1,001,783	$	1,010,790
Assets held for sale		—		4,000
Real estate loans receivable – net		666,600		600,543
Investments in unconsolidated entities		345,863		346,034
Non-real estate loans receivable – net		25,140		20,742
Contractual and other receivables – net		3,149		1,068
Other assets		718		—
Total assets		2,043,253		1,983,177

Liabilities
Accrued expenses and other liabilities		(43,987)		(40,579)
Total liabilities		(43,987)		(40,579)

Collateral
Personal guarantee		(8,000)		(8,000)
Other collateral		(1,282,638)		(1,270,795)
Total collateral		(1,290,638)		(1,278,795)

Maximum exposure to loss	$	708,628	$	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 months ended March 31, 2026 and 2025:


	Three Months Ended March 31,
	2026		2025

	(in thousands)
Revenue
Rental income	$	27,965	$	32,887
Interest income		9,300		7,326
Total	$	37,265	$	40,213

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 March 31, 2026 and December 31, 2025, this JV has $23.0 million and $23.2 million, respectively, of total assets, and $20.9 million of total liabilities, which are included in our Consolidated Balance Sheets.

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

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	March 31,		December 31,
Entity/Description	% ⁽¹⁾	Type	Count⁽¹⁾	2026		2025
SHH Holdings, LLC⁽²⁾	49%	Various	65	$	220,004	$	222,161
Saber Healthcare Holdings, LLC	9.9%	N/A	N/A		93,976		—
In Substance Real Estate Investments⁽³⁾	N/A	ALF	13		78,476		75,353
Lakeway Realty, L.L.C.	51%	Specialty facility	1		64,390		64,699
Liberty JVs	49%	CCRC	1		41,869		42,754
Other Healthcare JVs⁽⁴⁾⁽⁵⁾	9% – 25%	N/A	N/A		7,915		7,429
Other Real Estate JVs⁽⁴⁾⁽⁶⁾	20% – 50%	Various	6		1,090		1,731
				$	507,720	$	414,127

(1)	Ownership percentages and facility counts are as of March 31, 2026.

(2)	For the three months ended March 31, 2026, we recognized income of $1.9 million (inclusive of basis amortization) and received distributions totaling $4.1 million from SHH Holdings, LLC.

(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 March 31, 2026 and December 31, 2025, we had an aggregate of $22.0 million of loans outstanding with these JVs.

(5)	As of March 31, 2026, includes six JVs engaged in businesses that support the long-term healthcare industry and our operators.

(6)	As of March 31, 2026, includes two JVs formed for the purpose of owning or providing financing for SNFs or ALFs.

Saber Healthcare Holdings, LLC

On January 1, 2026, Omega acquired a 9.9% equity interest in Saber Healthcare Holdings, LLC (“Saber”) for cash consideration of $92.8 million, including related transaction fees. Saber is an operating company to which Omega leases 53 operating facilities under a master lease agreement for monthly contractual rent of $5.4 million as of March 31, 2026. Saber also operates and leases 65 facilities held by SHH Holdings, LLC, a property holding company JV in which Omega owns a 49% equity interest. Under the Saber operating agreement, Omega will receive minimum quarterly cash distributions equivalent to an annualized yield of 8% on its investment. For the three months ended March 31, 2026, we recognized income of $1.1 million (inclusive of basis amortization) from this investment.

NOTE 10 – GOODWILL AND OTHER INTANGIBLES

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


	(in thousands)
Balance as of December 31, 2025	$	644,626
Foreign currency translation		(274)
Balance as of March 31, 2026	$	644,352

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


	March 31,		December 31,
	2026			2025

	(in thousands)
Assets:
Above market leases	$	33,376	$	33,977
Accumulated amortization		(7,455)		(6,816)
Net above market leases	$	25,921	$	27,161

Liabilities:
Below market leases	$	33,014	$	33,014
Accumulated amortization		(26,782)		(26,570)
Net below market leases	$	6,232	$	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 months ended March 31, 2026 and 2025, our net amortization expense related to intangibles was $0.5 million and $0.2 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 – $1.5 million; 2027 – $2.0 million; 2028 – $2.1 million; 2029 – $2.1 million and 2030 – $2.2 million. As of March 31, 2026, the weighted average remaining amortization period of above market lease assets is nine years and below market lease liabilities is eight years.

NOTE 11 – CONCENTRATION OF RISK

As of March 31, 2026, our real estate investment portfolio comprised 1,039 operating healthcare facilities, including fee simple wholly-owned facilities that are held for investment or sale, facilities that are collateral under our mortgage loans and facilities within consolidated JVs. These healthcare facilities are located in 42 states, Washington, D.C., the U.K. and Jersey, and are operated or managed by 89 third-party operators or managers. At March 31, 2026, 98% of our real estate investments related to long-term healthcare facilities.

Operator Concentration

During the three months ended March 31, 2026, we had no operators with total revenues that exceeded 10% of our total revenues. During the three months ended March 31, 2025, we had one operator with total revenues that exceeded 10% of our total revenues: CommuniCare. CommuniCare generated 9.4% and 11.0% of our total revenues for the three months ended March 31, 2026 and 2025, respectively. As of March 31, 2026, CommuniCare represented 6.4% of our total investments (before accumulated depreciation and allowances).

As of March 31, 2026 and December 31, 2025, we had total investments (before accumulated depreciation and allowances) with one operator that approximated or exceeded 10% of our total investments: Maplewood. Maplewood generated 6.6% and 6.3% of our total revenues for the three months ended March 31, 2026 and 2025, respectively.

Geographic Concentration

As of March 31, 2026, the three geographic locations in which we had our highest concentration of real estate assets and mortgages (before accumulated depreciation and allowances) were the U.K. (17.2%), Texas (8.6%) and Indiana (6.0%).

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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

Dividend Reinvestment and Common Stock Purchase Plan

The following is a summary of the shares issued under the Dividend Reinvestment and Common Stock Purchase Plan for the three months ended March 31, 2026 and 2025 (in thousands):


	Period Ended	Shares issued	Gross Proceeds
Three Months Ended	March 31, 2025	2,667	$	99,751
Three Months Ended	March 31, 2026	9		438

At-The-Market Offering Programs

The following is a summary of the shares issued under our former $1.25 billion 2024 At-The-Market Offering Program and our current $2.0 billion 2025 At-The-Market Offering Program (collectively, the “ATM Program”) for the three months ended March 31, 2026 and 2025 (in thousands except average price per share):


			Average Net Price
	Period Ended	Shares issued	Per Share⁽¹⁾		Gross Proceeds		Net Proceeds
Three Months Ended	March 31, 2025	4,390	$	37.06	$	164,449	$	162,670
Three Months Ended	March 31, 2026	2,219		47.56		106,684		105,518

(1)	Represents the average price per share after issuance costs.

We did not utilize the forward provisions under the ATM Program during the three months ended March 31, 2026 and 2025.

Accumulated Other Comprehensive Income (Loss)

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


	March 31,			December 31,
	2026			2025

		(in thousands)
Foreign currency translation	$	(12,840)		$	20,353
Derivative instruments designated as cash flow hedges		66,352			66,916
Derivative instruments designated as net investment hedges		659			(6,794)
Total accumulated other comprehensive income before noncontrolling interest		54,171			80,475
Add: portion included in noncontrolling interest		(167)			(1,438)
Total accumulated other comprehensive income for Omega	$	54,004		$	79,037

During the three months ended March 31, 2026 and 2025, we reclassified $2.1 million and $1.4 million, respectively, of realized gains out of accumulated other comprehensive income into interest expense on our Consolidated Statements of Operations associated with our cash flow hedges.

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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 March 31,
	2026			2025

	(in thousands)
Federal income tax (benefit) expense	$	(783)		$	112
State and local income tax expense		241			156
Foreign tax expense		5,648			3,343
Total income tax expense ⁽¹⁾	$	5,106		$	3,611

(1)

The above amounts do not include gross income receipts or franchise taxes payable to certain states and municipalities.

The income tax expense for both the three months ended March 31, 2026 and 2025 was primarily due to income from foreign jurisdictions that is subject to foreign income taxes and withholding taxes.

As of March 31, 2026 and December 31, 2025, deferred tax assets totaled $22.1 million and $22.5 million, respectively, and deferred tax liabilities totaled zero. Our deferred tax assets relate primarily to loss carryforwards.

NOTE 14 – STOCK-BASED COMPENSATION

The following is a summary of our stock-based compensation expense for the three months ended March 31, 2026 and 2025, respectively.

Stock-based compensation expense of $15.8 million for the three months ended March 31, 2025 includes $6.6 million of non-cash stock-based compensation expense associated with the transition discussed in the “Leadership Transition” section below. Stock-based compensation expense 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 the fourth 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.

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

Leadership Transition

The Company incurred an additional non-cash stock-based compensation expense of $6.6 million related to the termination of employment of Daniel J. Booth, our former Chief Operating Officer, and modifications to his equity awards. This expense is reported under general and administrative expenses in the Consolidated Statements of Operations for the three months ended March 31, 2025. General and administrative expenses also include the accrual of $2.2 million of transition payments to Mr. Booth to be made over the 24-month period and other costs incurred related to the transition.

NOTE 15 – BORROWING ACTIVITIES AND ARRANGEMENTS

The following is a summary of our borrowings:


		Annual
		Interest Rate
		as of
		March 31,		March 31,		December 31,
	Maturity	2026		2026		2025

				(in thousands)
Unsecured borrowings:
Revolving Credit Facility⁽¹⁾	2029	SOFR + 1.05	%	$	425,000	$	242,000
					425,000		242,000
Senior notes and other unsecured borrowings:
2027 notes⁽¹⁾	2027	4.50	%		700,000		700,000
2028 notes⁽¹⁾	2028	4.75	%		550,000		550,000
2029 notes⁽¹⁾	2029	3.63	%		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					(16,356)		(17,451)
Discount – net					(17,355)		(18,538)
Total senior notes and other unsecured borrowings – net					4,016,289		4,014,011

Total unsecured borrowings – net⁽³⁾⁽⁴⁾				$	4,441,289	$	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 March 31, 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 March 31, 2026, we have nine interest rate swaps with $300.0 million in notional value. The swaps are designated as cash flow hedges of interest payments on one variable interest loan. 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.

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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 into six GBP/USD currency forward contracts with notional amounts totaling £108.0 million and a weighted average GBP-USD rate of 1.3600, each of which mature between October 2, 2025 and January 5, 2027. We recognized fair value gains of $0.9 million related to these forward contracts that are recorded within other income – net in the Consolidated Statements of Operations for the three months ended March 31, 2026. As of March 31, 2026, we have four GBP/USD currency forward contracts remaining with notional amounts totaling £54.0 million and a weighted average GBP-USD rate of 1.3636, each of which mature between April 2, 2026 and January 5, 2027.

The location and fair value of Omega’s derivative instruments at the respective balance sheet dates were as follows:


	March 31,		December 31,
	2026		2025

	(in thousands)
Cash flow hedges:
Accrued expenses and other liabilities	$	1,605	$

Three Months Ended March 31,

(in thousands)

Stock-based compensation expense

OMEGA HEALTHCARE INVESTORS INC 10-Q