OHI 10-K & 10-Q changes, risk factors and insider trading

Our financial position could be weakened and our ability to make distributions and fulfill our obligations with respect to our indebtedness could be limited if our operators,operators (which reference, throughout this section, includes our TRS entities when we use a RIDEA structure and our managers, unless otherwise noted), or a portion thereof, become unable to meet their obligations to us or fail to renew or extend their relationship with us as their lease terms expire or their mortgages mature, or if we become unable to lease or re-lease our facilities or make mortgage loans on economically favorable terms. We have no operational control over our operators.operators and limited contractual rights against our managers.

Mortgages.Mortgages and Secured Loans. A bankruptcy filing by an operator to which we have made a loan secured by a mortgage or other collateral would typically prevent us from collecting unpaid pre-bankruptcy mortgage payments and foreclosing on our collateral, absent approval of the bankruptcy court. As an initial matter, we could ask the bankruptcy court to order the operator to make periodic payments or provide other financial assurances on secured loans to us during the bankruptcy case (known as “adequate protection”), but the ultimate decision regarding “adequate protection” (including the timing and amount of any “adequate protection” payments) rests with the bankruptcy court. In addition, we would need bankruptcy court approval before commencing or continuing any foreclosure action against the operator’s collateral (including a facility). The bankruptcy court could withhold such approval, especially if the operator can demonstrate that the facility or other collateral is necessary for an effective reorganization and that we have a sufficient “equity cushion” in the facility or that we are otherwise protected from any diminution in value of the collateral. If the bankruptcy court does not either grant us “adequate protection” or permit us to foreclose on our collateral, we may not receive any loan payments until after the bankruptcy court confirms a plan of reorganization for the operator. In addition, in any bankruptcy case of an operator to which we have made a loan, the operator may seek bankruptcy court approval to pay us (i) over a longer period of time than the terms of our loan, (ii) at a different interest rate, and/or (iii) for only the value of the collateral, instead of the full amount of the loan. Finally, even if the bankruptcy court permits us to foreclose on the facility, we would still be subject to the losses, costs and other risks associated with a foreclosure sale, including possible successor liability under government programs, indemnification obligations and suspension or delay of third-party payments. Should such events occur, our income and cash flow from operations would be adversely affected.

Personal Guarantees and Loans. While we sometimes have third-party guarantees of an operator’s lease or loan obligations, and while from time to time we may make loans to individual obligors, such guarantees or loans can be expensive to enforce,enforce and have their own risks of collection against the guarantors or obligors or the estates or successors of such obligors.

Failure by our operators to comply with government regulations may adversely impact their ability to make debt or lease payments or meet their obligations to us.

Our operators are subject to numerous federal,national, state and local laws and regulations in the U.S.U.S., and,U.K. foror certain operators, in the U.K.,Canada, including those described in Item 1 – Business – Government Regulation and Reimbursement. Laws and regulations impacting our operatorsThese include, without limitation, those relating to reimbursement (including U.S. Medicare and Medicaid reimbursement programs in the U.S.), quality of care initiatives (including the implementation of proposed federal minimum staffing requirements in the U.S.),care, licensing and certification of our operators,certification, fraud and abuse laws and regulations,abuse, and privacy and security laws.security. We cannot predict the effect that the costs of complying with these laws may have on the revenues of our operators,operators’ revenues, and thus their ability to meet their obligations to us. In addition, requirements applicable to our operators are subject to frequent and substantial changes (sometimes applied retroactivelyretroactive) resulting from new legislation, adoption of rules and regulations, changes in presidential administrations, and administrative and judicial interpretationslegal of existing law,interpretations, and any changes in the regulatory framework could have a material adverse effect on our tenants, operators, guarantorsoperators and managers. Any of these changes may be more pronounced following governmental leadership changes, particularly following a change in presidential administrations.obligors. The ultimate timing or effect of these changes cannot be predicted.predicted, Theseand changesthey may have a dramatic effect on our operators’ costs of doing business and on the amountlevel of reimbursement by both government and other third-party payors.payor reimbursements. The failure of anyan of our operatorsoperator to comply with these laws, requirements and regulations could adversely affect their ability to meet their obligations to us. If we fail to effectively implement new requirements or appropriately adjust our operational and strategic initiatives with respect to thesuch implementation of new laws and regulations,implementation, or do not do so as effectively as our competitors, our results of operations may be materially adversely affected.

Changes in the reimbursement rate or methods of payment from governmental and other third-party payors, including the Medicare and Medicaid programs for U.S. operators, or the implementation of other measures to reduce reimbursements for services provided by our operators has in the past, and could in the future, result in a substantial reduction in our operators’ revenues and operating margins. Reimbursement from governmental and other third-party payors could be reduced or delayed as part of spending cuts and tax reform and governmental efficiency initiatives that impact Medicare, Medicaid or Medicare Advantage Plans, or as part of retroactive adjustments during claims settlement processes or as a result of post-payment audits. The July 2025 passage of the OBBBA enacted significant reforms regarding funding and operation of the Medicaid program, including an estimated $920 billion in cuts to Medicaid over the next decade, reforms related to enactment of new home and community-based services waivers, and freezing nursing home provider taxes. The OBBBA’s cuts to Medicaid and restrictions on provider taxes to other types of healthcare providers may adversely impact our operators indirectly to the extent states reduce reimbursement levels generally to offset reductions, including general provider tax reductions. Further, alternative payment models, as well as other regulatory initiatives, have the potential to affect Medicare payments to SNFs, including, but not limited to, provisions changing the payment methodology, setting reimbursement caps, implementing value-based purchasing and payment bundling, and studying the appropriateness of restrictions on payments for healthcare acquired conditions. Any of these changes may be more pronounced following governmental leadership changes, particularly following a change in presidential administrations. In some cases, states have enacted or are considering enacting measures designed to reduce Medicaid expenditures or freeze Medicaid rates, to allocate funding available for reimbursement away from SNFs in favor of home health agencies and community-based care, and to make changes to private healthcare insurance. Several commercial payors have expressed an intent to pursue certain value-based purchasing models and initiatives. Since our operators’ profit margins on Medicaid patients are generally relatively low, more than modest reductions or delays in Medicaid reimbursement to our SNF operators and an increase in the number of Medicaid patients could place some operators in financial distress, which in turn could adversely affect us. If funding for Medicare and/or Medicaid is reduced, it could have a material adverse effect on our operators’ results of operations and financial condition, which could adversely affect our operators’ ability to meet their obligations to us. Significant limits on the scope of services reimbursed and on reimbursement rates, as well as changes in reimbursement policies or other measures alteringpolicies, payment methodologies or delayingdelayed reimbursements for services provided by our operators, could have a material adverse effect on our operators’ results of operations and financial condition, which could cause the revenues of our operators to decline and negatively impact their ability to meet their obligations to us.

From time to time, we need to find a replacement operator for one or more of our leased properties for a variety of reasons, including upon the expiration of the lease term or the occurrence of an operator default. WhileIn we are attempting to locate one or moreidentifying replacement operators, we sometimes experience and may in the future experience a decrease or cessation of rental payments on the applicable property or properties. We cannot assure you that any of our current or future operators will elect to renew their respective leases with us upon expiration of the terms thereof. Similarly, we cannot assure you that we will be able to locate a suitable replacement operator or, if we are successful in locating a replacement operator, that the rental payments from the new operator would not be significantly less than the existing rental payments. Our ability to locate a suitable replacement operator may be significantly delayed or limited by various state licensing, receivership, certificate of need or other laws, as well as by Medicare and Medicaid change-of-ownership rules. We also may incur substantial additional expenses in connection with any such licensing, receivership or change-of-ownership proceedings. Any such delays, limitations and expenses could materially delay or impact our ability to collect rent, obtain possession of leased properties or otherwise exercise remedies for default.

Our operators may be subject to claims for damages relating to the services that they provide. While we are unable to predict the scope of future federal, state and local regulations and legislation, including the Medicare and Medicaid statutes and regulations, we believe that long-term care providers will continue to be the focus of governmental investigations, particularly in the area of Medicare/Medicaid false claims and in the use of COVID-19 related funds, including the Employee Retention Credit, and compliance with infection control and quality standards. We can give no assurance that the insurance coverage maintained by our operators will cover all claims made against them or continue to be available at a reasonable cost, if at all. In some states, insurance coverage for the risk of punitive damages arising from professional and general liability claims and/or litigation may not, in certain cases, be available to operators due to state law prohibitions or limitations of availability. As a result, our operators operating in these states may be liable for punitive damage awards that are either not covered or are in excess of their insurance policy limits.

In addition, we may in some circumstances be named as a defendant in litigation involving the services provided by our operators. In the past, we and several of our wholly-owned subsidiaries have been named as defendants in professional liability and general liability claims related to our owned and operated facilities, and we could be named as defendants in similar suits in the future. In these suits, patients of our operators have alleged significant damages, including punitive damages, against the defendants. Although we generally have no involvement in the services provided by our operators, and our standard lease and loan agreements generally require our operators to indemnify us and carry insurance to cover us in certain cases, a significant judgment against us in such litigation could exceed our and our operators’ insurance coverage, which would require us to make payments to cover the judgment. Furthermore, with respect to our properties that are operated in RIDEA structures, we generally directly bear the costs of any such increases in litigation, monitoring, reporting and insurance due to our direct exposure to the cash flows of such properties. We are responsible for these claims, litigation and liabilities, with limited indemnification rights against our operators, which are typically based on the gross negligence or willful misconduct by the manager.

Increased competition as well as increased operating costscosts, including due to macroeconomic trends, result in lower revenues for some of our operators and may affect the ability of our operators to meet their obligations to us.

The long-term healthcare industry is highly competitive, and we expect that it may become more competitive in the future. Our operators are competing with numerous other companies providing similar healthcare services or alternatives such as home health agencies, life care at home, community-based service programs, retirement communities and convalescent centers. Our operators compete on several different levels including the quality of care provided, reputation, the physical appearance of a facility, price, the range of services offered, family preference, alternatives for healthcare delivery, the supply of competing properties, physicians, staff, referral sources, location and the size and demographics of the population in the surrounding areas. Our operators may encounter increased competition in the futurefuture, including due to changing technologies, political and regulatory conditions, and cultural trends, that could limit their ability to attract residents or expand their businesses and therefore affect their ability to pay their lease or mortgage payments and meet their obligations to us.

We consider and, when appropriate, invest in various development and redevelopment projects. In deciding whether to make an investment in a particular project, we make certain assumptions regarding the expected future performance of the property.property, Ourwhich assumptions are subject to risks generally associated with development and redevelopment projects,risks, including, among others, that:

Severe respiratory disease seasons, epidemics, pandemics or other widespread illnesses could adversely affect our properties,properties and could have a material adverse effect on our business, results of operations, cash flows and financial condition.

Our business and operations were significantly impacted by the COVID-19 pandemic and are exposed to continuing risks from COVID-19, severe respiratory disease seasons or the occurrence of other epidemics, pandemics or other widespread illnesses. Our revenues and our operators’ revenues are dependent on occupancy, and the occupancy of our properties could significantly decrease in the event of a severe respiratory disease season, a resurgence of COVID-19 or other epidemics or widespread illnesses. Such a decrease would affect the operating income of our properties and the ability of our operators to make payments to us. As we experienced during the COVID-19 pandemic, a future respiratory disease or other epidemic or pandemic could significantly increase the cost burdens faced by our operators, including if they are required to implement quarantines for residents, as well as cause a reduction in occupancy, each of which could adversely affect our operators’ revenues and their ability to meet their obligations to us, which could have a material adverse effect on our financial results.

Our ability to pay dividends may be adversely affected upon the occurrence of any of the risks described herein. Our payment of dividends is subject to compliance with restrictions contained in our credit agreements, the indentures governing our senior notes and any preferred stock that our Board of Directors (“Board”) may from time to time designate and authorize for issuance.authorize. All dividends will be paid at the discretion of our Board and will depend upon our earnings, our financial condition, maintenance of our REIT status and such other factors as our Board may deem relevant from time to time. There are no assurances of our ability to pay dividends in the future. In addition, our dividends in the past have included, and may in the future includeinclude, a return of capital.

As a REIT under the Code, we are required to, among other things, distribute at least 90% of our REIT taxable income each year to our stockholders. Because of this distribution requirement, we may not be able to fund, from cash retained from operations, all future capital needs, including capital needed to make investments and to satisfy or refinance maturing commitments. As a result, we rely on external sources of capital, including debt and equity financing. If we are unable to obtain needed capital at all or only on unfavorable terms from these sources, we might not be able to make the investments needed to grow our business, or to meet our obligations and commitments as they mature, which could negatively affect the ratings of our debt andratings even,and, in extreme circumstances, affect our ability to continue operations. We may not be in a position to take advantage of future investment opportunities in the event thatif we are unable to access the capital markets on a timely basis or we are only able to obtain financing on unfavorable terms.

We may from time to time seek to manage our exposure to interest rate and foreign currency exchange volatility with hedging arrangements, which involve additional risks, including the risks that counterparties may fail to honor their obligations under these arrangements, that these arrangements may not be effective in reducing our exposure to interest rate or currency exchange rate changes, that the amount of income we earn from hedging transactions may be limited by U.S. federal tax provisions governing REITs, and that these arrangements may reduce the benefits to us if interest rates or foreign exchange rates decline. Developing and implementing an interest rate riska strategy to hedge these risks is complex and no strategy can completely insulate us from risks associated with interestfluctuations ratein fluctuationsthese rates, and there can be no assurance that our hedging activities will be effective. Failure to hedge effectively against interest rate or foreign exchange risk, if we choose to engage in such activities, could adversely affect our business, financial condition and results of operations.

We have a material amount of indebtednessindebtedness, and we may increase our indebtedness in the future. Our level and type of indebtedness could have important consequences for our stockholders. For example, it could:

Real estate investments are relatively illiquid and generally cannot be sold quickly. The real estate market is affected by many factors which are beyond our control, including general economic conditions, availability of financing, competition, interest rates and supply and demand. Additional factors that are specific to our industry also tend to limit our ability to vary our portfolio promptly in response to changes in economic or other conditions. For example, all of our properties are “special purpose” properties that cannot be readily converted into general residential, retail or office use. In addition, transfers of operations of nursing homes and other healthcare-related facilities are subject to extensive regulatory approvals. We cannot predict whether we will be able to sell any property for the price or on the terms set by us or whether any price or other terms offered by a prospective purchaser would be acceptable to us. We also cannot predict the length of time needed to find a willing purchaser and to close the sale of a property, or that we will have funds available to make necessary repairs and improvements to a property held for sale. To the extent we are unable to sell any properties for our book value, we may be required to take a non-cash impairment charge or loss on the sale, either of which would reduce our net income. In addition, we may not be able to redeploy the proceeds from asset dispositions or loan repayments on equally favorable terms or in an expeditious time frame. This may impact our results of operations and our ability to meet earnings guidance.

Although Congress has not yet enacted comprehensive federal legislation to address climate change, numerous states and municipalities, as well as the U.K., have adopted laws and policies on climate change and emission reduction targets. Changes in legislation and regulation within the U.S. and U.K. based on concerns about climate change could result in increased capital expenditures on our existing properties and our new development properties (for example, to improve their energy efficiency and/or resistance to severe weather) without a corresponding increase in revenue, resulting in adverse impacts to our net income. There can be no assurance that climate change and severe weather will not have a material adverse effect on our properties, operations or business.

We have investments in the U.K. and Jersey and have committed to make investments in Canada. We may from time to time may seek to acquire other properties in thesuch U.K.jurisdictions or otherwise outside the U.S. International development, investment, ownership and operating activities involve risks that are different from those we face with respect to our U.S. properties and operations. These risks include, but are not limited to, any international currency gain recognized with respect to changes in exchange rates may not qualify under the income tests that we must satisfy annually in order to qualify and maintain our status as a REIT; fluctuations in the exchange rates between USD andUSD, the British Pound Sterling (“GBP”), and the Canadian dollar, or other foreign currencies in which we may transact in the future, which we may be unable to protect against through hedging; changes in foreign political, regulatory, and economic conditions, including increases in energy prices, such as those experienced in the U.K. resulting in part from the conflict in Ukraine and sanctions imposed on Russia; challenges in managing international operations and enforcing obligations in other countries; challenges of complying with a variety of foreign laws and regulations, including those relating to real estate, healthcare operations, environmental, climate impacts, taxes, employment and legal proceedingsproceedings, and the level of sanctions for noncompliance under foreign laws; financial risks to our operators, including differences in expenses and government reimbursement practices, as well as funding challenges in the public sector; differences in lending practices and the willingness of domestic or foreign lenders to provide financing; regional or country-specific business cycles and economic instability; and changes in applicable laws and regulations in the U.S. that affect foreign operations. If we are unable to successfully manage the risks associated with international expansion and operations, our results of operations and financial condition may be adversely affected.

Our assets are generally not diversified by industry and face risks associated with the long-term care industry. In addition, at December 31, 2024,2025, one operator represented greater than 10% of our investments, and the three statesgeographic locations in which we had our highest concentration of investments were the U.K. (17.7%), Texas (9.2%8.5%), and Indiana (6.2%) and California (5.7%6.0%). In addition, our concentration of investments in the U.K. is 14.1%. As a result, we are subject to increased exposure to adverse conditions affecting these operators and regions, with regional risks including unfavorable Medicaid reimbursements rates for SNFs, downturns in the local economies, local real estate conditions, staffing challenges, increased competition or decreased demand for our facilities, regional climate events, and unfavorable legislative or regulatory developments, which could adversely affect our business and results of operations.

As of December 31, 2024,2025, we have ownership interests in one consolidated joint venture and severala number of unconsolidated joint ventures, and we manage other equity investments. These joint ventures and investments involve additional risks, including the following:

The Internal Revenue Service, the U.S. Treasury Department and Congress frequently review U.S. federal income tax legislation, regulations and other guidance. We cannot predict whether, when or to what extent new U.S. federal tax laws, regulations, administrative interpretations or court rulings will be adopted. AnySeveral legislativerecent actionfederal mayand state governmental initiatives have increased scrutiny on the role of private equity and REITs in the U.S. healthcare industry and proposed legislation related to certain SNF financial arrangements with REITs. While the likelihood of such measures being enacted remains uncertain, they could, if enacted, result in additional requirements or restrictions on our operators or us. New legislation, regulations, administrative interpretations or court decisions could change the tax laws or interpretations of the tax laws regarding our qualification as a REIT, the federal income tax consequences of that qualification or otherwise prospectively or retroactively modify our tax treatment and,in therefore,a maymanner adverselythat affectis taxationmaterially ofadverse to us, our properties,properties or our shareholders.stockholders. Accordingly, we cannot assure you that we have operated or will continue to operate in a manner so as to qualify or remain qualified as a REIT.

Our issuance of additional capital stock, warrantswarrants, OP units or debt securities, whether or not convertible, may reduce the market price for our outstanding securities, including our common stock, and dilute the ownership interests of existing stockholders, and we may issue securities with greater dividend, liquidation and other rights than our common stock.

We cannot predict the effect, if any, that future sales or issuance of our capital stock, warrantswarrants, OP units or debt securities, or the availability of our securities for future sale, will have on the market price of our securities, including our common stock. Sales or issuances of substantial amounts of our common stock or preferred shares, warrantswarrants, OP units or debt securities convertible into or exercisable or exchangeable for common stock in the public market, or the perception that such sales or issuance might occur, could negatively impact the market price of our stock and the terms upon which we may obtain additional equity financing in the future. Our Board has the authority to designate and issue preferred stock that may have dividend, liquidation and other rights that are senior to those of our common stock.

Any debt securities, preferred shares, warrantswarrants, OP units or other rights to acquire shares or convertible or exchangeable securities that we issue in the future may have some rights, preferences and privileges more favorable than those of our common stock and may result in dilution to owners of our common stock. Holders of our common stock are not entitled to preemptive rights or other protections against dilution. Our preferred shares, if issued, could have a preference on liquidating distributions or a preference on dividend payments that could limit our ability pay dividends or other distributions to the holders of our common stock. Because our decision to issue securities in any future offering will depend on market conditions and other factors beyond our control, we cannot predict or estimate the amount, timing or nature of our future offerings.offerings or issuances. Thus, our stockholders bear the risk that our future offerings or issuances could reduce the per share trading price of our common stock and dilute their interest in us.

We rely on information technology in our operations, and any material failure, inadequacy, interruption or security failure of that technology, including related to artificial intelligence,technology could harm our business. Privacy and security laws and regulations may also increase costs for our business.

We rely on information technology networks and systems, including the Internet and including services that may incorporate artificial intelligenceAI technologies, to process, transmit and store electronic information, and to manage or support a variety of business processes, including financial transactions and records, personal identifying information,information and tenant and lease data. In addition, we may, from time to time, make investments in unconsolidated entities that offer technology services, some of which may rely on artificial intelligenceAI technologies, to operators, which may involve storage of customer or resident data. We purchase some of our information technology from vendors, on whom our systems depend. We generally rely on third-party systems, software, tools and monitoring to provide security for processing, transmission and storage of confidential tenant and other customer information, such as individually identifiable information, including information relating to financial accounts. It is possible that our safety and security measures or other controls will not be able to prevent the systems’ improper functioning, the improper access or disclosure of personally identifiable information such as in the event of cyber-attacks, or other security or integrity challenges, including as a result of the rapid development and increased adoptionuse of artificial intelligence technologies,AI, which may also heighten our information technology security risks by making cyberattacks more sophisticated and difficult to detect, contain and mitigate. Security breaches, including physical or electronic break-ins, computer viruses, attacks by hackers and similar breaches, can create system disruptions, shutdowns or unauthorized disclosure of confidential information. Any failure to maintain proper function, security and availability of our information systems, and the privacy of the data we store, or failure to comply with related regulations, could interrupt our operations, damage our reputation, subject us to liability claims or regulatory penalties and could have a material adverse effect on our business, financial condition and results of operations. The regulatory environment related to cyber and information security, artificial intelligence, data collection and privacy is increasingly rigorous, with new and constantly changing requirements applicable to our business or to which we may become subject, including HIPAA and HITECH, as well as certain U.S. state laws and U.K. and E.U. data protection legislation, such as theythe General Data Protection Regulation, or the GDPR, and the U.K.’s Data Protection Act, which impose significant data protection requirements and penalties for noncompliance. Compliance with any of these requirements may result in additional costs and could impact howour weability to conduct in business in new jurisdictions.

We are required to provide a report by management on internal control over financial reporting, including management’s assessment of the effectiveness of such control. Changes to our business will necessitate ongoing changes to our internal control systems and processes, and internal control over financial reporting may not prevent or detect misstatements due to inherent limitations, including the possibility of human error, the circumvention or overriding of controls, or fraud. Therefore, even effective internal controls can provide only reasonable assurance with respect to the preparation and fair presentation of financial statements. If we fail to maintain the adequacy of our internal controls or to implement required new or improved controls, our business, results of operations and financial condition could be materially adversely harmed, we could fail to meet our reporting obligations and there could be a material adverse effect on our stock price. In addition, we may be adversely impacted by new accounting pronouncements which change our lease recognition or other accounting practices or otherwise alter how we report our financial results, or which require that we change our internal control and operating procedures, which we may be unable to do in a timely manner.

Omega has one reportable segment consisting of investments in healthcare-related real estate properties located in the United States (“U.S.”) and, 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 medicalcontinuing officecare buildingsretirement community (“MOBsCCRCs”). Our core portfolio consists of our long-term leases and real estate loans with healthcare operating companies and affiliates (collectively, our “operators”). Real estate loans consist of mortgage loans and other real estate loans that 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. 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. These loans, which may be either unsecured or secured by the collateral of the borrower, are classified as non-real estate loans. From time to time, we also acquire equity interests in joint ventures or entities that support the long-term healthcare industry and our operators.operators, which may include ancillary service or technology companies, and in operating companies.

OurAs of December 31, 2025, our portfolio of real estate investments consisted of 1,027 operating healthcare facilities (including properties associated with mortgages, direct financing leases, assets held for sale and consolidated joint ventures), atalong Decemberwith 31,other 2024,real includedestate 1,026loans receivable (excluding mortgages) of $482.6 million and $414.1 million of investments in 15 unconsolidated entities. These healthcare facilities,facilities are located in 42 statesstates, Washington, D.C., the U.K. and the U.K.Bailiwick thatof Jersey (“Jersey”), and are operated or managed by 8789 third-party operators.operators or managers. Our real estate investment in these facilities, net of impairments and allowances, totaled approximately $10.1$10.5 billion at December 31, 2024,2025, with approximately 98% of our real estate investments related to long-term healthcare facilities. TheOur portfolio is made up of (i) 589561 SNFs, 339 ALFs, 19 ILFs, 16 specialty facilities and one CCRC, (ii) 290fixed ALFs,rate mortgages on 47 SNFs, 42 ALFs and two ILFs and (iii) 19one ILFs,property (iv)adjacent 18 specialty facilities, (v)to one MOB,of (vi)our real estate loans, including mortgages on 52 SNFs, 43 ALFs, one specialty facility and one ILF and (vii) 12existing facilities that areis held for sale. At December 31, 2024,2025, weour total investments also held other real estate loans (excluding mortgages) receivable of $485.5 million andinclude non-real estate loans receivable of $332.3$330.3 million, consisting primarily of secured loans to third-party operators of our facilities, and $88.7 million of investments in 11 unconsolidated joint ventures, which comprise 5 SNFs, one ALF and one specialty facility.facilities.

The decreaseincrease in total other income (expense) was primarily due to (i) a $66.5$54.1 million decreaseincrease in gain on assets sold resulting from the sale of 2149 facilities in 20242025 compared to the sale of 6921 facilities in 2023 as we continue to exit certain facilities, operator relationships and/or states to improve the strength of our overall portfolio and2024, (ii) a $13.5$43.2 million changeincrease in other income (expense) – net primarily related to decreasedincreased interest income on short-term investments due to lowerhigher invested cash in 2025 compared to the same period in 2024 and gains associated with foreign currency and fair value losses on financial instruments in 2024.2025 and (iii) a $6.7 million increase in gain on debt extinguishment primarily related to the remaining amortized premium associated with the fair value adjustment.

Income (Loss) Income from Unconsolidated Joint VenturesEntities

The change in income (loss) income from unconsolidated joint venturesentities was primarily due to one unconsolidated joint venture, OMG Senior Holdings, LLC, which sold one facility during the third quarter of 2024 for a $12.9 million gaingain, ($6.5 million of which represents the Company’s share of the gain).gain.

Our primary sources of cash include rental income andincome, interest receipts, existing availability under our Revolving Credit Facility, proceeds from our DRCSPP and 20242025 ATM Program, facility sales, the issuance of additional debt, including unsecured notes and term loans,loans and proceeds from real estate loan and non-real estate loan payoffs. We anticipate that these sources will be adequate to fund our cash flow needs through the next twelve months, which include common stock dividends and distributions to noncontrolling interest members, debt service payments (including principal and interest), real estate investments (including facility acquisitions, capital improvement programs and other capital expenditures), real estate loan and non-real estate loan advances and normal recurring G&A expenses (primarily consisting of employee payroll and benefits and expenses relating to third parties for legal, consulting and audit services).

As of December 31, 2024,2025, we had long-term credit ratings of Baa3 from Moody’s and BBB- from S&P Global and Fitch. Credit ratings impact our ability to access capital and directly impact our cost of capital as well. For example, our Revolving Credit Facility accrues interest and fees at a rate per annum equal to SOFR plus a margin that depends upon our credit rating. A downgrade in credit ratings by Moody’s, S&P Global and/or Fitch may have a negative impact on the interest rates and fees for our Revolving Credit Facility, OP Term LoanFacility and 20252028 Term Loan.

As of December 31, 2024, we had $400 million of 4.50% senior notes due January 2025 (which were repaid on January 15, 2025 using available cash). Our Revolving Credit Facility, OP Term Loan and 2025 Term Loan also mature in 2025. As noted above, we have remaining options under each of these loans to extend the maturity dates beyond 2025. We will evaluate market conditions during the course of 2025 and determine if it is advantageous to further extend the terms of, refinance and/or pay off these loans. As of December 31, 2024,2025, we had approximately $518.3$27.0 million of cash and cash equivalents on our Consolidated Balance Sheets and $1.45$1.8 billion of availability under our Revolving Credit Facility. Our next senior note maturity is the $600$700 million of 5.25%4.50% senior notes that are due Januaryin 2026.April 2027. As discussed below, we also have $821.0$2.0 millionbillion of potential sales remaining under the ATM Program. This combination of liquidity sources, along with cash from operating activities, provides us with ability to repay the seniordebt notesobligations duematuring in January 2026. We also could elect to refinance these notes based on our evaluation of market conditions at maturity.

In addition to the obligations in the table above, as of December 31, 2024,2025, we also had $221.8$207.8 million of commitments to fund the construction of new leased and mortgaged facilities, capital improvements and other commitments.commitments under lease agreements. Additionally, we have commitments to fund $50.4$90.9 million of advancements under existing other real estate loans and $65.7$37.4 million of advancements under existing non-real estate loans. These commitments are expected to be funded over the next several years and are dependent upon the operators’ election to use the commitments.

We own interests in certain unconsolidated joint venturesentities as described in Note 11 to the Consolidated Financial Statements – Investments in JointUnconsolidated Ventures.Entities. Our risk of loss is generally limited to our investment in the joint ventureentity and any outstanding loans receivable.

Cash, cash equivalents and restricted cash totaled $548.7$54.6 million as of December 31, 2024,2025, ana increasedecrease of $104.0$494.2 million as compared to the balance at December 31, 2023.2024. The following is a discussion of changes in cash, cash equivalents and restricted cash due to operating, investing and financing activities, which are presented in our Consolidated Statements of Cash Flows.

Operating Activities –The increase in net cash provided by operating activities is primarily driven by an increase of $83.7$164.9 million of net income, net of $85.3$26.7 million of non-cash items, primarily due to a year over year increase in rental income and interest income, as discussed in our material changes analysis under Results of Operations above. The $48.0increase was partially offset by a $35.8 million change in the net movements of the operating assets and liabilities also contributed to the overall increase in cash provided by operating activities.liabilities.

Financing Activities –The change in cash provided by (used in) provided by financing activities was primarily related to (i) a $899.2$628.9 million increasedecrease in cash proceeds from the issuance of common stock as a result of increaseddecreased volume under our ATM Program and DRSCPP,DRCSPP partiallyin offset by2025, (iii) a $259.6$97.6 million increase in repayments on other long-term borrowings, net of proceeds, primarily due to repayment of $400various milliondebts of 4.95% senior notes in April 2024, (ii) a $92.6 million decrease in proceeds from derivative instruments as a result ofduring the termination of our forward starting swaps in the secondfourth quarter of 2023,2025, (iii) a $41.6$94.9 million increase in dividends paid primarily related to share issuances during 2024,2024 and 2025, (iv) a $3.2$20.2 million increase in payment of financing related costs related to costsrelated incurredto the 2025 Omega Credit Agreement entered into in connectionSeptember with the assumption of the 2026 Mortgage Loan as part of our acquisition of the remaining 51% interest in the Cindat Joint Venture and2025, (v) a $2.9$14.6 million increase in distributions to Omega OP Unit holders.holders and (vi) a $5.6 million increase in redemption of Omega OP Units.

The SEC adopted amendments to Rule 3-10 of Regulation S-X and created Rule 13-01 to simplify disclosure requirements related to certain registered securities, such as our senior notes. As a result of these amendments, registrants are permitted to provide certain alternative financial and non-financial disclosures, to the extent material, in lieu of separate financial statements for subsidiary issuers and guarantors of registered debt securities. Accordingly, separate consolidated financial statements of Omega OP have not been presented. Parent and Omega OP, on a combined basis, have no material assets, liabilities or operations other than financing activities (including borrowings under the outstanding senior notes, Revolving Credit Facility and term2028 loansTerm Loan) and their investments in non-guarantor subsidiaries.

Omega Healthcare Investors, Inc. (“Parent”) is a Maryland corporation that, together with its consolidated subsidiaries (collectively, “Omega” or “Company”) has elected to be taxed as a REIT for federal income tax purposes. Omega is structured as an umbrella partnership REIT (“UPREIT”) under which all of Omega’s assets are owned directly or indirectly by, and all of Omega’s operations are conducted directly or indirectly through, its operating partnership subsidiary, OHI Healthcare Properties Limited Partnership (collectively with its subsidiaries, “Omega OP”). As of MarchJune 31,30, 2026, Parent owned approximately 95%96% of the issued and outstanding units of partnership interest in Omega OP (“Omega OP Units”), and other investors owned approximately 5%4% of the outstanding Omega OP Units.

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. These JVs are categorized into our Triple-Net segment or our Operating segment based on the structure of the JV operations. As healthcare delivery continues to evolve, we continuously evaluate potential investments, our assets, operators and markets to position our portfolio for long-term success. As part of our evaluation, we may from time to time consider selling or transitioning assets that do not meet our portfolio criteria.

Our operators continue to face a number of industry challenges, including staffing shortages in certain regions, which have persisted since the COVID-19 pandemic. In addition, our operators have been and continue to be adversely affected by inflation-related cost increases and may be adversely impacted by recently announced global tariffs, each of which may increase expenses, exacerbate labor shortages and increase labor costs, among other adverse impacts. Our operators also may be adversely impacted by immigration restrictions and changes to immigration enforcement policy to the extent they contribute to labor shortages. There continues to be uncertainty regarding the extent and duration of these impacts for those operators, particularly given uncertainty as to whether reimbursement increases from the federal government, the states and the U.K. will be effective in offsetting these incremental costs and lost revenues. In addition, there remains uncertainty as to the impact of recent and potential further regulatory changes, including the recent Medicaid changes in the One Big Beautiful Bill Act (“OBBBA”) and potential further reforms to Medicaid or Medicare and other state regulatory initiatives. While the OBBBA does not directly lower reimbursements related to long term care providers, it may indirectly impact our operators to the extent states in which they operate reduce reimbursement levels generally. This may occur as a result of reduced Medicaid funds allocated by states to long-term care providers due to lower reimbursement levels for hospitals and other healthcare providers. We continue to monitor these reimbursement impacts as well as the impacts of other regulatory changes, as discussed below, which could have a material adverse effect on an operator’s results of operations and financial condition, which could adversely affect the operator’s ability to meet its obligations to us. See “Government Regulation and Reimbursement” for additional information. While we continue to believe that longer term demographics will drive increasing demand for needs-based skilled nursing care, we remain cautious as some of the long-term impacts noted above may continue to have an impact on certain of our operators and their financial conditions.

The healthcare industry is heavily regulated. Our healthcare facility operators (which include managers in our TRSOperating entities and their managers when we use a RIDEA structuresegment) are subject to extensive and complex federal, state and local healthcare laws and regulations in the U.S., where most of our operators are located, and in the U.K. and Canada relating to quality of care, licensure and certificate of need, resident rights (including abuse and neglect), consumer protection, government reimbursement, fraud and abuse compliance and similar laws governing the operation of healthcare facilities. These laws and regulations are subject to frequent and substantial changes resulting from the adoption of new legislation, rules and regulations, and administrative and judicial interpretations of existing law. The ultimate timing or effect of these changes, which may be applied retroactively, cannot be predicted. Changes in laws and regulations impacting our operators and managers, in addition to regulatory non-compliance by our operators, can have a significant effect on the operations and financial condition of our operators, which in turn may adversely impact us. There is the potential that in our triple-netTriple-Net business we may be subject directly to healthcare laws and regulations because of the broad nature of some of these regulations, such as the Anti-kickback Statute and False Claims Act in the U.S., among others. Moreover, given that certain ofin our arrangementsOperating are structured under RIDEA,portfolio, certain healthcare fraud and abuse and data privacy laws, including those related to personal health information, could apply directly to us.

A significant portion of our operators’ revenue is derived from government-funded reimbursement programs, consisting primarily of Medicare and Medicaid in the U.S. and local authority funding in the U.K. As federal and state governments continue to focus on healthcare reform initiatives, efforts to reduce costs or other budgetary adjustments by government payors, including through potential Medicaid reforms and the push by the U.S. Centers for Medicare and Medicaid Services (“CMS”) towards Medicare Advantage programs, will likely continue. Significant limits on the scope of services reimbursed and/or reductions of reimbursement rates could therefore have a material adverse effect on our operators’ results of operations and financial condition. Additionally, new and evolving payor and provider programs that are tied to quality and efficiency could adversely impact our tenants’ and operators’ liquidity, financial condition or results of operations, and there can be no assurance that payments under any of these government healthcare programs are currently, or will be in the future, sufficient to fully reimburse the property operators for their operating and capital expenses. The change in presidential administration and U.S. Congressional majorities at the federal level have increased the political focus on entitlement program changes and created additional uncertainty with respect to the level of government reimbursement available and the extent of industry regulation. The July 2025 passage of the OBBBA enacted significant reforms regarding funding and operation of the Medicaid program, including an estimated $920 billion in cuts to Medicaid over the next decade, as well as additional reforms related to enactment of new home and community-based services (“HCBS”) waivers;waivers, and freezing, rather than reducing, nursing home provider taxes. The OBBBA’s restrictions on provider taxes to other types of healthcare providers may adversely impact our operators indirectly to the extent states reduce reimbursement levels generally to offset general provider tax reductions.

The following is a discussion of certain U.S. laws and regulations generally applicable to our operators,operators and managers, and in certain cases, to us.us, including in connection with our investments in our Operating segment through RIDEA structures.

Additionally,At the state level, recent enacted laws in January 2025, the State of Massachusetts enactedand aConnecticut law that requiresrequire notification and detailed ownership disclosures for certain transactions involving SNFs and REITs and restricts new licenses torestrict hospitals withfrom entering into certain facilitiesleasing leasedtransactions fromwith REITs. Legislation with similar or more restrictive provisions has been proposed in several other states. In addition, a number of states have increased requirements for operators to disclose certain ownership and managerial information regarding their relationships with certain entities that lease real estate to SNFs, particularly in connection with change of ownership approvals by the state.

Medicare. Medicare reimbursement rate setting takes effect annually each October for the following fiscal year. On July 31,29, 2025,2026, CMS issued a final rule regarding the government fiscal year 20262027 Medicare payment rates and quality payment programs for SNFs, with aggregate Medicare Part A payments projected to increase by $1.16$882.7 billion,million, or 3.2%,2.4%, for fiscal year 20262027 compared to fiscal year 2025.2026. This estimated reimbursement increase is attributable to a 3.2%2.4% net market basket update to the payment rates, which is based on a 3.3% SNF market basket increase plus a 0.6% market basket forecast error adjustment and less a 0.7%0.9% productivity adjustment. The annual update is reduced by 2% for SNFs that fail to submit required quality data to CMS under the SNF Quality Reporting Program. CMS has indicated that these impact figures did not incorporate the SNF Value-Based Program reductions that are estimated to be $208.36$203.6 million in the aggregate in fiscal year 2026.2027. While Medicare reimbursement rate setting has historically included forecasted inflationary adjustments, the degree to which those forecasts accurately reflect current expense levels remains uncertain. Additionally, it remains uncertain whether these adjustments will ultimately be offset by other factors, including any adjustments related to the impact of various payment models, such as those described below.

Department of Justice and Other Enforcement Actions. SNFs are under intense scrutiny for ensuring the quality of care being rendered to residents and appropriate billing practices conducted by the facility. The DOJ has historically used the False Claims Act to civilly pursue nursing homes that bill the federal government for services not rendered or care that is grossly substandard. For example, in November 2024, one of the Company’s skilled nursing operators disclosed that it had received civil investigative demands from the federal government regarding its reimbursement and referral practices. In 2020, the DOJ launched a National Nursing Home Initiative to coordinate and enhance civil and criminal enforcement actions against nursing homes with grossly substandard deficiencies. Such enforcement activities are unpredictable and may develop over lengthy periods of time. An adverse resolution of any of these enforcement activities or investigations incurred by our operators may involve injunctive relief and/or substantial monetary penalties, either or both of which could have a material adverse effect on their reputation, business, results of operations and cash flows.

Licensing and Certification. Our operators, managers and facilities are subject to various federal, state and local licensing and certification laws and regulations, including laws and regulations under Medicare and Medicaid requiring operators of SNFs and ALFs to comply with extensive standards governing operations. Governmental agencies administering these laws and regulations regularly inspect our operators’ facilities and investigate complaints. OurIn our Triple-Net segment, our operators and their managers receive notices of observed violations and deficiencies from time to time, and sanctions have been imposed from time to time on facilities operated by them.them, which could involve monetary penalties or a change in operator or manager. In our Operating segment, we or our managers could similarly be subject to such notices or sanctions. In addition, many states require certain healthcare providers to obtain a certificate of need, which requires prior approval for the construction, expansion or closure of certain healthcare facilities, which has the potential to impact some of our operators’ abilities to expand or change their businesses.

FirstSecond Quarter of 2026 and Recent Highlights

Comparison of results of operations for the three and six months ended MarchJune 31,30, 2026 and 2025 (dollars in thousands):

The following is a description of certain of the changes in revenues for the three months ended MarchJune 31,30, 2026 compared to the same period in 2025:

The following is a description of certain of the changes in our expenses for the three months ended MarchJune 31,30, 2026 compared to the same period in 2025:

Other Income (Expense)

The decreaseincrease in total other income (expense) was primarily due to (i) a $7.1$223.6 million decreaseincrease in gain on assets sold related to the sale of four26 facilities in the firstsecond quarter of 2026 compared to the sale of 27seven facilities during the same period in 20252025, andpartially (ii)offset by a $2.0$21.0 million decreaseincrease in other incomeexpense – net primarily related to decreased interest income on short-term investments due to lower invested cash in the firstsecond quarter of 2026 compared to the same period in 2025,2025 partiallyand offsetlosses byassociated gainswith relatedforeign tocurrency and financial instruments in the firstsecond quarter of 2026.2026 compared to the same period in 2025.

Income (Loss) from Unconsolidated Entities

The increase in income from unconsolidated entities was primarily related to our acquisitions of a 49.0% equity interest in SHHSaber Holdings, LLCPropCo in the fourth quarter of 2025 and a 9.9% equity interest in Saber Healthcare Holdings, LLC in the first quarter of 2026.

We use funds from operations (“Nareit FFO”), a non-GAAP financial measure, as one of several criteria to measure the operating performance of our business. We calculate and report Nareit FFO in accordance with the definition of Funds from Operations and interpretive guidelines issued by the National Association of Real Estate Investment Trusts (“Nareit”). Nareit FFO is defined as net income (computed in accordance with GAAP), adjusted for the effects of asset dispositions and certain non-cash items, primarily depreciation and amortization and impairment on real estate assets, and after adjustments for unconsolidated partnerships and JVs and changes in the fair value of warrants. Adjustments for unconsolidated partnerships and JVs are calculated to reflect funds from operations on the same basis. Revenue recognized based on the application of security deposits and letters of credit or based on the ability to offset against other financial instruments is included within Nareit FFO. We believe that Nareit FFO is an important supplemental measure of our operating performance. As real estate assets (except land) are depreciated under GAAP, such accounting presentation implies that the value of real estate assets diminishes predictably over time, while real estate values instead have historically risen or fallen with market conditions. Nareit FFO was designed by the real estate industry to address this issue. Nareit FFO herein is not necessarily comparable to Nareit FFO of other REITs that do not use the same definition or implementation guidelines or interpret the standards differently from us.

The following table presents our Nareit FFO results for the three and six months ended MarchJune 31,30, 2026 and 2025:

At MarchJune 31,30, 2026, we had total assets of $10.2$10.0 billion, total equity of $5.5$5.6 billion and total debt of $4.5$4.1 billion in our consolidated financial statements, with such debt representing 45.1%41.8% of total capitalization.

At MarchJune 31,30, 2026 and December 31, 2025, the weighted average annual interest rate of our debt was 4.2%. Additionally, as of MarchJune 31,30, 2026, 90.5%99.9% of our debt with outstanding principal balances has fixed interest payments after reflecting the impact of interest rate swaps that are designated as cash flow hedges. As of MarchJune 31,30, 2026, we had long-term credit ratings of Baa3 from Moody’s and BBB- from S&P Global and Fitch. Credit ratings impact our ability to access capital and directly impact our cost of capital as well. For example, our Revolving Credit Facility accrues interest and fees at a rate per annum equal to SOFR plus a margin that depends upon our credit rating. A downgrade in our credit ratings by Moody’s, S&P Global and/or Fitch may have a negative impact on the interest rates and fees for our Revolving Credit Facility and the 2028 Term Loan.

Our next senior unsecured note maturity is the $700.0 million of 4.50% senior unsecured notes that mature in April 2027. As of MarchJune 31,30, 2026, we had $26.1$39.0 million of cash and cash equivalents on our Consolidated Balance Sheets, $1.9$1.8 billion of potential common share issuances remaining under the ATM Program and $1.6$2.0 billion of availability under our Revolving Credit Facility. This combination of liquidity sources, along with cash from operating activities, provides us with the ability to repay our upcoming debt maturities.

Certain of our other secured and unsecured borrowings are subject to customary affirmative and negative covenants, including financial covenants. As of MarchJune 31,30, 2026 and December 31, 2025, we were in compliance with all affirmative and negative covenants, including financial covenants, for our secured and unsecured borrowings.

Parent has issued $3.8 billion aggregate principal of senior notes outstanding at MarchJune 31,30, 2026 that were registered under the Securities Act of 1933, as amended. The senior notes are guaranteed by Omega OP.

Omega OP is currently the sole guarantor of our senior notes. The guarantees by Omega OP of our senior notes are full and unconditional and joint and several with respect to the payment of the principal, premium and interest on all of our senior notes. The guarantees of Omega OP are senior unsecured obligations of Omega OP that rank equal with all existing and future senior debt of Omega OP and are senior to all subordinated debt. However, the guarantees are effectively subordinated to any secured debt of Omega OP. As of MarchJune 31,30, 2026, there were no significant restrictions on the ability of Omega OP to make distributions to Omega.

At MarchJune 31,30, 2026, we had 297,797299,111 thousand shares of common stock outstanding, and our shares had a market value of $13.0$14.3 billion. The following is a summary of activity under our equity programs during the three and six months ended MarchJune 31,30, 2026:

For the threesix months ended MarchJune 31,30, 2026, we paid dividends of $198.4$398.4 million to our common stockholders. On February 17, 2026, we paid dividends of $0.67 per outstanding common share to the common stockholders of record as of the close of business on February 9, 2026. On May 15, 2026, we paid dividends of $0.67 per outstanding common share to the common stockholders of record as of the close of business on May 4, 2026.

During the threesix months ended MarchJune 31,30, 2026, there were no significant changes to our material cash requirements from those disclosed in the section “Management’s Discussion and Analysis of Financial Condition and Results of Operations” in our Annual Report on Form 10-K for the year ended December 31, 2025.

As of MarchJune 31,30, 2026, we had $201.6$163.2 million of commitments to fund the construction of new facilities, capital improvements and other commitments under lease agreements. Additionally, we have commitments to fund $84.4$67.0 million of advancements under existing real estate loans and $49.0$41.0 million of advancements under existing non-real estate loans. These commitments are expected to be funded over the next several years and are dependent upon the operators’ election to use the commitments.

Cash, cash equivalents and restricted cash totaled $53.3$184.2 million as of MarchJune 31,30, 2026, aan decreaseincrease of $1.2$129.6 million as compared to the balance at December 31, 2025. The following is a summary of our sources and uses of cash flows for the threesix months ended MarchJune 31,30, 2026 as compared to the threesix months ended MarchJune 31,30, 2025 (dollars in thousands):

The following is a discussion of changes in cash, cash equivalents and restricted cash for the threesix months ended MarchJune 31,30, 2026 compared to the threesix months ended MarchJune 31,30, 2025.

Operating Activities – The increase in net cash provided by operating activities is driven primarily by an increase of $33.5$52.4 million in net income, net of $13.1$233.3 million of non-cash items, primarily due to a year over year increase in rental income, interest income and resident fees and services as discussed in our material changes analysis under Results of Operations above. The increase was partially offset by a $40.4 million change in the net movements of the operating assets and liabilities.

Investing Activities – The increase in cash usedprovided inby investing activities primarily related to (i) a $97.1$376.7 million increase in loan placements, net of repayments, as a result of more new loans advanced in 2026 compared to 2025 and paydowns on mortgage loans due from Ciena Healthcare Management, Inc. and on other loans during the first quarter of 2025, (ii) a $96.0 million increase in investments in unconsolidated entities, (iii) an $86.4 million decrease in proceeds from the sales of real estate investmentsinvestments, (ii) a $334.3 million decrease in real estate acquisitions, (iii) a $76.5 million increase in loan repayments, net of loan placements, as a result of more loans advanced in 2026 compared to 2025 partially offset by paydowns on loans in 2025 and 2026, (iv) a $66.6 million increase in real estate acquisitions. The overall increase in cash used in investing activities was partially offset by (i) the funding of a $30.1 million acquisition deposit in the first quarter of 2025 for an asset acquisition that closed in April 2025, (ii) a $22.4$28.1 million decrease in capital improvements to real estate investments and construction in progress, (iiiv) a $2.2$5.2 million increase in distributions from unconsolidated entities in excess of earnings and (ivvi) a $1.3$5.0 million increase in receipts from insurance proceeds. The overall increase in cash provided by investing activities was partially offset by (i) a $95.9 million increase in investments in unconsolidated entities and (ii) a $3.7 million decrease in proceeds from derivative instruments.

Financing Activities – The increase in cash providedused byin financing activities primarily related to (i) a $583.6$379.5 million increase in proceeds on long-term borrowings,borrowings repayments, net of repayments.proceeds The overall increase in cash provided by financing activities was partially offset byreceived, (iii) a $155.8$351.5 million decrease in net proceeds from issuance of common stock as a result of decreased volume under our ATM Program and DRCSPP, (iiiii) aan $13.3$80.2 million increase inrelated to redemption of Omega OP Units, (iiiiv) a $9.2$14.7 million increase in dividends paid primarily related to common stock issuances during 2025 and 2026 and (ivv) a $2.9$6.4 million increase in distributions to Omega OP Unit holders due to the issuance of Omega OP Units in exchange for a 49% equity interest in SHHSaber Holdings, LLCPropCo in the fourth quarter of 2025. The overall increase in cash used in financing activities was partially offset by a $6.2 million decrease in finance related costs.