Form 8-K

8-K — OMEGA HEALTHCARE INVESTORS INC

Accession: 0001104659-26-113450

Filed: 2026-10-05

Period: 2026-10-05

CIK: 0000888491

SIC: 6798 (REAL ESTATE INVESTMENT TRUSTS)

Item: Regulation FD Disclosure

Item: Financial Statements and Exhibits

Documents

8-K — tm2627011d1_8k.htm (Primary)

EX-99.1 — EXHIBIT 99.1 (tm2627011d1_ex99-1.htm)

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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the

Securities Exchange Act of 1934

Date of Report (Date of earliest event reported):

October 5, 2026

OMEGA HEALTHCARE INVESTORS, INC.

(Exact name of registrant as specified in

its charter)

Maryland

1-11316

38-3041398

(State or other jurisdiction of

incorporation)

(Commission File Number)

(IRS Employer

Identification No.)

303 International Circle,

Suite 200

Hunt Valley, Maryland 21030

(Address of principal executive offices

/ Zip Code)

(410) 427-1700

(Registrant’s telephone number, including

area code)

Check the appropriate box below if the

Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

Written communications pursuant to Rule 425 under the Securities Act.

Soliciting material pursuant to Rule 14a-12 under the Exchange Act.

Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act.

Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act.

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

is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2

of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

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. ¨

Item

7.01 Regulation FD Disclosure.

October 5, 2026, Omega Healthcare Investors, Inc. (“Omega” or the “Company”) issued a press release

announcing a transaction involving a portfolio transition. Omega’s press release is attached as Exhibit 99.1 to this Current

Report on Form 8-K.

The

information set forth herein and in Exhibit 99.1 is furnished pursuant to Item 7.01–Regulation FD Disclosure and shall

not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, or otherwise subject

to the liabilities of such section nor shall the information be deemed incorporated by reference in any filing of the Company.

Item

9.01 Financial Statements and Exhibits.

(d) Exhibits

Exhibit No.

Description of Exhibit

99.1

Press release issued by the

Company dated October 5, 2026.

104

Cover Page Interactive Data File (embedded within the Inline XBRL document)

SIGNATURES

Pursuant

to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the

undersigned hereunto duly authorized.

OMEGA HEALTHCARE INVESTORS, INC.

Dated: October 5, 2026

By:

/s/ Gail D. Makode

Gail D. Makode

Chief Legal Officer, General Counsel

EX-99.1 — EXHIBIT 99.1

EX-99.1

Filename: tm2627011d1_ex99-1.htm · Sequence: 2

Exhibit 99.1

303 International Circle

Suite 200

Hunt Valley, MD 21030

P: 410.427.1700

F: 410.427.8800

PRESS RELEASE – FOR IMMEDIATE RELEASE

OMEGA TO TRANSITION OPERATIONS OF 32 FACILITIES

IN FLORIDA TO PACS GROUP

HUNT VALLEY, MARYLAND – October 5,

2026 – Omega Healthcare Investors, Inc. (NYSE: OHI) (the “Company” or “Omega”) today announced

that it transitioned 32 skilled nursing facilities in Florida from an operator managed by affiliates of Airamid Health Services, LLC (“Airamid”)

to subsidiaries of PACS Group, Inc. (NYSE: PACS) (“PACS”). The effective date of the transition was October 1, 2026.

In conjunction with this transition, rent on this

portfolio is scheduled to increase by $26.1 million in year one and by an additional $2.5 million in year two, with contractual 2% escalators

thereafter. The portfolio will be added to Omega’s existing master lease with PACS. In conjunction with this transition, Omega incurred

a one-time expense of approximately $90 million.

Matthew Gourmand, Omega’s Chief Executive

Officer, stated, “We have referenced our active portfolio management efforts in recent earnings calls, and this transition represents

a perfect example of how we are able to structure a highly accretive transaction for our shareholders, while addressing the needs of two

long-standing operators and supporting continued quality of care for residents. I am grateful to Vikas and the team, as well as both operators

and their advisors, for their resolute and thoughtful approach to finding a solution that works for all parties.”

Vikas Gupta, Omega’s Chief Investment Officer,

added, “We have enjoyed an excellent relationship with the team at Airamid for over 15 years. They have been a valued partner, most

notably weathering the clinical and economic challenges of the pandemic admirably. We are grateful to the team and wish them success in

the future. At the same time, we are excited to grow our relationship with PACS. They have proven to be a highly capable operator of skilled

nursing facilities, with a strong focus on clinical care, and we are excited to support their entry into the state of Florida.”

* * * * * *

Omega is a real estate investment trust (“REIT”)

that invests in the long-term healthcare industry, primarily in skilled nursing, assisted living, and care home facilities. Its portfolio

of assets is operated by a diverse group of healthcare companies and is predominantly structured under long-term triple-net leases, with

an increasing portion managed through RIDEA structures. The assets span all regions of the U.S., as well as the U.K. and Canada. More

information on Omega is available at www.omegahealthcare.com.

FOR FURTHER INFORMATION, CONTACT

Andrew Dorsey, VP, Corporate Strategy &

Investor Relations, or

David Griffin, Senior Director, Corporate Strategy &

Investor Relations, at (410) 427-1705

Forward-Looking Statements and Cautionary

Language

This press release includes forward-looking

statements within the meaning of the federal securities laws. All statements regarding Omega’s or its tenants’, operators’,

borrowers’ or managers’ expected future financial condition, results of operations, cash flows, funds from operations, dividends

and dividend plans, financing opportunities and plans, capital markets transactions, business strategy, budgets, projected costs, operating

metrics, capital expenditures, competitive positions, acquisitions, investment opportunities, dispositions, facility transitions, growth

opportunities, expected lease income, continued qualification as a REIT, plans and objectives of management for future operations and

statements that include words such as “anticipate,” “if,” “believe,” “plan,” “estimate,”

“expect,” “intend,” “may,” “could,” “should,” “will” and other

similar expressions are forward-looking statements. These forward-looking statements are inherently uncertain, and actual results may

differ from Omega's expectations.

Omega’s actual results may differ materially

from those reflected in such forward-looking statements as a result of a variety of factors, including, among other things: (i) uncertainties

relating to the business operations of the operators of our Triple-Net assets and the managers of our Operating portfolio assets (collectively,

our “operators”), including those relating to reimbursement by third-party payors, regulatory matters, occupancy levels and

quality of care, including the management of infectious diseases; (ii) our operators’ ability to manage industry challenges,

including staffing shortages, which may impact certain regions more acutely, increased costs, and the sufficiency of governmental reimbursement

rates to offset such costs and the conditions related thereto; (iii) additional regulatory and other changes in the healthcare sector,

including changes to Medicaid and Medicare reimbursements, the potential impact of recent changes to state Medicaid funding levels as

well as legislative and regulatory initiatives related to establishing minimum staffing requirements for skilled nursing facilities (“SNFs”)

that may further exacerbate labor and occupancy challenges for Omega’s operators; (iv) the ability of any of Omega’s

operators in bankruptcy to reject unexpired lease obligations, modify the terms of Omega’s mortgages and impede the ability of Omega

to collect unpaid rent or interest during the pendency of a bankruptcy proceeding and retain security deposits for the debtor’s

obligations, and other costs and uncertainties associated with operator bankruptcies; (v) changes in tax laws and regulations affecting

REITs, including as the result of any federal or state policy changes driven by the current focus on capital providers to the healthcare

industry; (vi) Omega’s ability to re-lease, otherwise transition or sell underperforming assets or assets held for sale on

a timely basis and on terms that allow Omega to realize the carrying value of these assets or to redeploy the proceeds therefrom on favorable

terms, including due to the potential impact of changes in the SNF and assisted living facility (“ALF”) markets or local real

estate conditions; (vii) the availability and cost of capital to Omega; (viii) changes in Omega’s credit ratings and the

ratings of its debt securities; (ix) competition in the financing of healthcare facilities; (x) competition in the long-term

healthcare industry and shifts in the perception of various types of long-term care facilities, including SNFs and ALFs; (xi) changes

in the financial position of Omega’s operators; (xii) the effect of economic, regulatory and market conditions generally, and

particularly in the healthcare industry in the U.S. and in other jurisdictions where we conduct business, including the U.K., including

changes in immigration policy that may impact labor supply; (xiii) changes in interest rates and foreign currency exchange rates

and the impact of inflation and changes in global tariffs and international trade disputes; (xiv) the timing, amount and yield of

any additional investments; (xv) Omega’s ability to maintain its status as a REIT; (xvi) operational risks, including

management of regulatory requirements and operating expenses, associated with our investments in healthcare operating companies, including

senior housing properties managed through structures authorized by the REIT Investment Diversification and Empowerment Act of 2007 (commonly

referred to as “RIDEA”); (xvii) the use of, or inability to use, artificial intelligence by us, our operators, managers,

vendors and investors; (xviii) the effect of other factors affecting our business or the businesses of Omega’s operators that

are beyond Omega’s or operators’ control, including natural disasters, public health crises or pandemics, cyber threats and

governmental action, particularly in the healthcare industry, and (xix) other factors identified in Omega’s filings with the

Securities and Exchange Commission. Statements regarding future events and developments and Omega’s future performance, as well

as management’s expectations, beliefs, plans, estimates or projections relating to the future, are forward-looking statements.

We caution you that the foregoing list of important

factors may not contain all the material factors that are important to you. Accordingly, readers should not place undue reliance on those

statements. All forward-looking statements are based upon information available to us on the date of this release. We undertake no obligation

to publicly update or revise any forward-looking statement as a result of new information, future events or otherwise, except as otherwise

required by law.

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