of this Current Report on Form 8-K and the Exhibit 99.1 attached hereto shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934 (the “Exchange Act”) or otherwise subject to the liabilities of that section, nor shall it be deemed incorporated by reference in any filing under the Securities Act of 1933, as amended, or the Exchange Act, regardless of any general incorporation language in such filing. ​

CEO — Mr. Pickett: Mr. Pickett is departing from his role as CEO with a transition agreement and consulting arrangement.

of this Current Report on Form 8-K and the Exhibit 99.1 attached hereto shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934 (the “Exchange Act”) or otherwise subject to the liabilities of that section, nor shall it be deemed incorporated by reference in any filing under the Securities Act of 1933, as amended, or the Exchange Act, regardless of any general incorporation language in such filing. ​

of this Current Report on Form 8-K and the Exhibit 99.1 attached hereto shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934 (the “Exchange Act”) or otherwise subject to the liabilities of that section, nor shall it be deemed incorporated by reference in any filing under the Securities Act of 1933, as amended, or the Exchange Act, regardless of any general incorporation language in such filing. ​

President — Matthew Gourmand: The filing discloses amendments to employment agreements regarding compensation and severance, not a change in personnel or departure.

Other Events. On November 3, 2025, Omega Healthcare Investors, Inc. (the “ Company ”) entered into an “at-the-market” equity offering sales agreement (the “ Sales Agreement ”) with each of the institutions named therein (or certain of their respective affiliates) in their capacity as Sales Agents, as Forward Sellers and/or as Forward Purchasers, in each case as described below, relating to (i) the issuance and sale by the Company to or through the Sales Agents, from time to time, of shares (t…

of this Current Report on Form 8-K and the Exhibit 99.1 attached hereto shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934 (the “Exchange Act”) or otherwise subject to the liabilities of that section, nor shall it be deemed incorporated by reference in any filing under the Securities Act of 1933, as amended, or the Exchange Act, regardless of any general incorporation language in such filing. ​

Termination of a Material Definitive Agreement. ​ On October 15, 2025, Omega Healthcare Investors, Inc. (“Omega”) redeemed all of the $600 million aggregate principal amount of its outstanding 5.250% Senior Notes due 2026 (the “Notes”). The Notes were originally issued under an Indenture dated as of September 23, 2015, as amended and supplemented, or the Indenture, by and among Omega, certain of its subsidiaries, as guarantors, and U.S. Bank Trust Company, National Association, as Trustee. ​…

, and to finance general corporate working capital (including acquisitions, the acquisition or improvement, directly or indirectly, of income producing healthcare-related property, and investments incidental or related thereto), capital expenditures or for other general corporate purposes of Omega and its subsidiaries. Interest Rates and Fees. Loans denominated in U.S. Dollars made under the Credit Facility bear interest, at Omega’s election, at a rate per annum equal to the sum of (i) Term S…

Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant. The information under

Entry into a Material Definitive Agreement. Omega Credit Agreement On September 30, 2025, Omega Healthcare Investors, Inc. (“ Omega ”) entered into a new senior unsecured $2.3 billion credit facility, comprised of a $2.0 billion multicurrency revolving credit facility (“ Revolving Credit Facility ”) and a $300.0 million delayed draw term loan facility (the “ DDTL Credit Facility ” and together with the Revolving Credit Facility, the “ Credit Facility ”), replacing its previous senior unsecure…

Other Events. ​ On September 15, 2025, Omega Healthcare Investors, Inc. issued a press release announcing that it will redeem all of its outstanding 5.250% Senior Notes due 2026 on October 15, 2025. Pursuant to the terms of the indenture governing the notes, Omega will redeem the outstanding notes at a redemption price of 100% of their principal amount, plus accrued and unpaid interest to, but not including, the redemption date. On September 15, 2025, a copy of the irrevocable notice of redem…

of this Current Report on Form 8-K and the Exhibit 99.1 attached hereto shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934 (the “Exchange Act”) or otherwise subject to the liabilities of that section, nor shall it be deemed incorporated by reference in any filing under the Securities Act of 1933, as amended, or the Exchange Act, regardless of any general incorporation language in such filing. ​

Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant. The disclosure contained in “

Entry into a Material Definitive Agreement. On June 20, 2025, Omega Healthcare Investors, Inc. (“Omega”) completed an underwritten public offering of $600 million aggregate principal amount of its 5.200% Senior Notes due 2030 (the “Notes”). The Notes are governed by the terms of the Indenture, dated as of June 20, 2025 (the “Base Indenture”), among Omega, as issuer, and U.S. Bank Trust Company, National Association, as trustee (the “Trustee”), as supplemented by the First Supplemental Indentu…

Other Events. On June 10, 2025, Omega Healthcare Investors, Inc. (“Omega”) issued a press release announcing the pricing of an underwritten public offering (the “Offering”) of $600,000,000 aggregate principal amount of 5.200% Senior Notes due 2030. The press release announcing the pricing of the Offering is filed as Exhibit 99.1 to this Current Report on Form 8-K and is incorporated herein by reference. Also on June 10, 2025, Omega entered into an underwriting agreement (the “Underwriting Agr…

Other Events. On June 6 , 2025, Omega Healthcare Investors, Inc. (the “Company”), filed with the U.S. Securities and Exchange Commission (the “SEC”) a prospectus supplement (the “DRCSPP Prospectus Supplement”) relating to the Company’s existing Dividend Reinvestment and Common Stock Purchase Plan (the “Plan”) under the Company’s automatic shelf registration statement on Form S-3ASR (No. 333-277916) filed with the SEC on March 14, 2024 (the “Registration Statement”). The DRCSPP Prospectus Supp…

of this Current Report on Form 8-K and the Exhibit 99.1 attached hereto shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934 (the “Exchange Act”) or otherwise subject to the liabilities of that section, nor shall it be deemed incorporated by reference in any filing under the Securities Act of 1933, as amended, or the Exchange Act, regardless of any general incorporation language in such filing. ​

of this Current Report on Form 8-K and the Exhibit 99.1 attached hereto shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934 (the “Exchange Act”) or otherwise subject to the liabilities of that section, nor shall it be deemed incorporated by reference in any filing under the Securities Act of 1933, as amended, or the Exchange Act, regardless of any general incorporation language in such filing. ​

President — Matthew Gourmand: The filing discloses the internal promotion of two senior executives to President and Chief Investment Officer, which is a leadership succession event rather than a departure.

of this Current Report on Form 8-K and the Exhibit 99.1 attached hereto shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934 (the “Exchange Act”) or otherwise subject to the liabilities of that section, nor shall it be deemed incorporated by reference in any filing under the Securities Act of 1933, as amended, or the Exchange Act, regardless of any general incorporation language in such filing. ​

Other Events. On September 6, 2024, Omega Healthcare Investors, Inc. (the “ Company ”) entered into an “at-the-market” equity offering sales agreement (the “ Sales Agreement ”) with each of the institutions named therein (or certain of their respective affiliates) in their capacity as Sales Agents, as Forward Sellers and/or as Forward Purchasers, in each case as described below, relating to (i) the issuance and sale by the Company to or through the Sales Agents, from time to time, of shares (…

of this Current Report on Form 8-K and the Exhibit 99.1 attached hereto shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934 (the “Exchange Act”) or otherwise subject to the liabilities of that section, nor shall it be deemed incorporated by reference in any filing under the Securities Act of 1933, as amended, or the Exchange Act, regardless of any general incorporation language in such filing. ​

Regulation FD Disclosure. On June 3, 2024, Omega Healthcare Investors, Inc. (“Omega” or the “Company”) issued a press release providing an update on the restructuring of one of its operators, LaVie Care Centers and announcing that Omega had posted to its website, www.omegehealthcare.com, under the Investor Relations section and under the News & Events section, an updated investor presentation that includes a revised Operator Updates slide on page 10 of the presentation. The updated investor p…

of this Current Report on Form 8-K and the Exhibit 99.1 attached hereto shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934 (the “Exchange Act”) or otherwise subject to the liabilities of that section, nor shall it be deemed incorporated by reference in any filing under the Securities Act of 1933, as amended, or the Exchange Act, regardless of any general incorporation language in such filing. ​