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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):
May 19, 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:
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Written communications pursuant to Rule 425 under the Securities Act. |
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Soliciting material pursuant to Rule 14a-12 under the Exchange Act. |
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Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act. |
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Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act. |
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. ¨
Securities registered pursuant to Section
12(b) of the Securities Exchange Act of 1934:
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| Title of each class |
Trading Symbol(s) |
Name of each exchange on which registered |
| Common Stock, $.10 par value |
OHI |
New York Stock Exchange |
Item 5.02 Departure
of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
CEO and CFO Leadership Transitions
On May 19, 2026, the Board of Directors
(the “Board”) of Omega Healthcare Investors, Inc. (the “Company”) approved senior leadership transitions
reflecting upcoming retirement plans and the Company’s long-term leadership succession planning. On May 19, 2026, the Board and
C. Taylor Pickett, the Company’s Chief Executive Officer, mutually agreed that Mr. Pickett’s employment with the Company
and position as a member of the Board will terminate effective October 1, 2026 (the “CEO Transition Date”). The Board also
appointed Matthew P. Gourmand, the Company’s President, to serve as the Company’s President and Chief Executive Officer, effective
as of the CEO Transition Date.
In addition, on May 19, 2026, the Board
and Robert O. Stephenson mutually agreed that Mr. Stephenson’s employment with the Company will terminate effective August 1, 2026
(the “CFO Transition Date”). The Board also appointed Neal A. Ballew, the Company’s Senior Vice President and Chief
Accounting Officer, to serve as the Company’s Chief Financial Officer, and Lucas M. Golem, the Company’s Vice President of
Financial Reporting, to succeed Mr. Ballew’s position and serve as the Company’s Chief Accounting Officer, both effective
as of the CFO Transition Date.
Mr. Gourmand (age 51) has served as
the Company’s President since January 1, 2025. Prior to that, Mr. Gourmand had served as the Company’s Senior Vice President
of Corporate Strategy & Investor Relations since October 2017. Prior to joining the Company, Mr. Gourmand spent ten
years as an equity portfolio manager at Millennium Partners and Stevens Capital Management, three years as an equity research analyst
at UBS and six years in the audit department of Deloitte, where he qualified as a Chartered Accountant and a Certified Public Accountant.
He earned an LLB in Law from University College, London, and holds the Chartered Financial Analyst designation.
Mr. Ballew (age 40) has served as
the Company’s Senior Vice President and Chief Accounting Officer since August 2020. Prior to joining the Company, from September
2010 until August 2020, Mr. Ballew served in the real estate and hospitality audit practice of Ernst & Young, LLP (“EY”),
most recently as senior manager within EY’s professional practice group, where he assisted audit clients on technical accounting
matters. Mr. Ballew earned a Bachelor of Science and Master of Accountancy from the Marriott School of Management at Brigham Young University.
Mr. Ballew is a Certified Public Accountant and a member of the American Institute of Certified Public Accountants.
Mr. Golem (age 41) has served as the
Company’s Vice President of Financial Reporting since October 2024, previously serving as the Company’s Senior Director of
Financial Reporting from May 2021 to October 2024. Prior to joining the Company, Mr. Golem served in financial accounting and financial
reporting roles at Algeco Scotsman Group (July 2013 to December 2017) and, following its North American spin-off, at WillScot Holdings
Corporation (Nasdaq: WSC) (January 2018 to May 2021), most recently as Senior Director of Accounting at WillScot. Prior to that, Mr. Golem
served as an audit manager at Deloitte. Mr. Golem earned a Bachelor of Business Administration in Accounting from Loyola University Maryland.
Mr. Golem is a Certified Public Accountant.
None of Mr. Gourmand, Mr. Ballew or
Mr. Golem have any family relationship with any director, executive officer or person chosen to become a director or executive officer
of the Company, nor are there any arrangements or understandings between any of Mr. Gourmand, Mr. Ballew or Mr. Golem and any
other person(s) pursuant to which they were selected to become an officer or director of the Company. There are no related party
transactions between any of Mr. Gourmand, Mr. Ballew or Mr. Golem and the Company reportable under Item 5.02 of Form 8-K
and Item 404(a) of Regulation S-K. Messrs. Gourmand, Ballew and Golem’s employment agreements will be amended as of the respective
transition dates to reflect their new roles.
Transition and Consulting Agreements
In connection with Mr. Pickett’s
departure and the transitioning of his responsibilities, the Company and its subsidiary OHI Asset Management LLC (“Omega Asset Management”)
entered into a Transition Agreement and Release with Mr. Pickett effective as of May 19, 2026 (the “Pickett Transition Agreement”).
The Pickett Transition Agreement provides that Mr. Pickett will be entitled to receive the annual short-term incentive actually earned
for 2026 on an un-prorated basis, his previously granted equity incentives will vest through December 31, 2029 on an un-prorated basis
but otherwise subject to the terms of such awards, and he will be entitled to employer-paid group health insurance premiums pursuant to
COBRA coverage for up to 18 months following the CEO Transition Date. The Pickett Transition Agreement also provides that the Company
will cause ownership of Mr. Pickett’s supplemental life insurance policy to be transferred to him as of the CEO Transition Date.
Additionally, pursuant to a Consulting
Agreement entered into between the Company and Mr. Pickett dated as of May 19, 2026 and effective as of October 2, 2026 (the “Pickett
Consulting Agreement”), Mr. Pickett will perform such consulting and advisory services as the Company may require in connection
with transitioning his responsibilities through October 1, 2027, subject to extension at the Company’s option through April 1, 2028,
in exchange for a consulting fee of $20,000 per month. All separation and other benefits described herein are conditioned on Mr. Pickett
executing a general release of claims against the Company as well as his continued compliance with the Pickett Transition Agreement, the
Pickett Consulting Agreement and all applicable post-termination employee covenants.
In connection with Mr. Stephenson’s
departure and the transitioning of his responsibilities, the Company and Omega Asset Management entered into a Transition Agreement and
Release with Mr. Stephenson effective as of May 19, 2026 (the “Stephenson Transition Agreement”). The Stephenson
Transition Agreement provides that Mr. Stephenson will be entitled to receive the payments and benefits due in connection with a
termination of employment by the Company without cause pursuant to his Employment Agreement effective January 1, 2026, as amended,
provided that he will also be entitled to the annual short-term incentive actually earned for 2026 on an un-prorated basis, and his previously
granted equity incentives will vest through December 31, 2029 on an un-prorated basis but otherwise subject to the terms of such awards.
The Stephenson Transition Agreement also provides that the Company will cause ownership of Mr. Stephenson’s supplemental life insurance
policy to be transferred to him as of the CFO Transition Date.
Additionally, pursuant to a Consulting
Agreement entered into between the Company and Mr. Stephenson dated as of May 19, 2026 and effective as of August 2, 2026 (the “Stephenson
Consulting Agreement”), Mr. Stephenson will perform such consulting and advisory services as the Company may require in connection
with transitioning Mr. Stephenson’s responsibilities through August 1, 2027, subject to extension at the Company’s option
through February 1, 2028, in exchange for a consulting fee of $12,000 per month. All separation and other benefits described herein are
conditioned on Mr. Stephenson executing a general release of claims against the Company, as well as his continued compliance with the
Stephenson Transition Agreement, the Stephenson Consulting Agreement and all applicable post-termination employee covenants.
The descriptions of the Pickett Transition
Agreement, the Pickett Consulting Agreement, the Stephenson Transition Agreement and the Stephenson Consulting Agreement contained in
this Current Report on Form 8-K do not purport to be complete and are qualified in their entirety by reference to the Pickett Transition
Agreement, the Pickett Consulting Agreement, the Stephenson Transition Agreement and the Stephenson Consulting Agreement, respectively,
copies of which are filed herewith as Exhibits 10.1, 10.2, 10.3 and 10.4, respectively, and are incorporated in this Item 5.02 by reference.
Item 7.01 Regulation FD Disclosure
On May 21, 2026, the Company issued a press release announcing the
executive transitions described above. The press release, furnished as Exhibit 99.1 hereto, shall not be deemed “filed”
for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (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, except as expressly set forth by specific reference in such filing.
Item 9.01 Financial Statements and Exhibits
(d) Exhibits
| Exhibit No. | |
Description of Exhibit |
| 10.1 | |
Transition Agreement and Release, dated as of May 19, 2026, among Omega Healthcare Investors, Inc., OHI Asset Management LLC and Mr. Pickett. |
| 10.2 | |
Consulting Agreement, dated as of May 19, 2026, and effective as of October 2, 2026, between Omega Healthcare Investors, Inc. and Mr. Pickett. |
| 10.3 | |
Transition Agreement and Release, dated as of May 19, 2026, among Omega Healthcare Investors, Inc., OHI Asset Management LLC and Mr. Stephenson. |
| 10.4 | |
Consulting Agreement, dated as of May 19, 2026, and effective as of August 2, 2026, between Omega Healthcare Investors, Inc. and Mr. Stephenson. |
| 99.1 | |
Press release issued by the Company on May 21, 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.
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OMEGA HEALTHCARE INVESTORS, INC. |
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| Dated: May 21, 2026 |
By: |
/s/ Gail D. Makode |
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Gail D. Makode
Chief Legal Officer, General Counsel |
Exhibit 99.1
 |
303 International Circle P: 410.427.1700
Suite 200
Hunt Valley, MD 21030 |
PRESS RELEASE – FOR IMMEDIATE RELEASE
OMEGA ANNOUNCES ITS PLANNED LEADERSHIP TRANSITION
Taylor Pickett, CEO, to retire October 1st;
stepping down from Board of Directors
Matthew Gourmand, President, promoted to CEO;
to join Board
Bob Stephenson, CFO, to retire August 1st
Neal Ballew, CAO, promoted to CFO
HUNT VALLEY,
MARYLAND – May 21, 2026 – Omega Healthcare Investors, Inc. (NYSE: OHI) (the “Company” or
“Omega”) today announced that Matthew Gourmand, President of Omega, will become the Company’s Chief Executive Officer
in conjunction with the planned retirement of Taylor Pickett effective October 1, 2026. Mr. Pickett will step down from the
Board of Directors upon his retirement, and the Board of Directors intends to appoint Mr. Gourmand to the Board, effective on that
date.
Omega also announced the planned retirement of Bob Stephenson as the
Company’s Chief Financial Officer effective August 1, 2026, with Neal Ballew, currently Omega’s Chief Accounting Officer
of six years, succeeding Mr. Stephenson in that role.
Craig Callen, Chair of the Board of Directors, stated, “I am
excited to announce the next generation leadership of Omega, with Matthew and Neal stepping up into the CEO and CFO roles as the culmination
of a carefully managed, multi-year succession plan. The Board has been developing this plan over an extended period and believes it will
lead to Omega’s continued success.”
Mr. Callen continued regarding Mr. Gourmand, “We have
had the opportunity to see Matthew evolve in various roles and, with his deep investing experience and a leadership style rooted in collaboration
and innovation, he is well-prepared to lead the Company in its next phase of growth.”
Mr. Pickett stated, “Having worked with Matthew for the
past eight years, I believe he is the right person to take the Company forward. With a highly experienced and driven team to support
him, I am confident that Omega is well-positioned to continue to increase shareholder value.”
Mr. Pickett’s retirement marks the end of a remarkable 25
years as Omega’s CEO, during which Omega has achieved a total shareholder return of over 10,000%, the highest return of all publicly
traded REITs over that period. Its portfolio of predominantly senior care assets grew from 258 to 1,124 as of the past quarter, and its
market capitalization increased from approximately $60 million to over $15 billion today.
Mr. Callen commented, “Throughout Taylor’s 25 years
as CEO of Omega, his strategic vision and strong leadership have created an industry-leading company well-positioned to capture current
and future demographic trends. Taylor created a strong culture based on achievement, prudent capital allocation and development of future
executives. That team now stands ready to build upon this success.”
Mr. Stephenson also has had a remarkable career at Omega, overseeing
significant growth in the capital base and the establishment of investment grade credit ratings, reflecting strong balance sheet management.
Mr. Pickett stated, “During Bob’s 25-year tenure as
CFO, his financial management has been exceptional. He inherited a deeply challenged balance sheet, which he has methodically and judiciously
strengthened over the years. He leaves Omega as an investment-grade credit, with a well-laddered maturity schedule, and leverage near
all-time lows, with Neal very well-trained and ready to step up. I would like to thank Bob for being such a great partner to me in the
leadership of Omega.”
Mr. Callen continued, “We thank both Taylor and Bob for
their unwavering service to shareholders and wish each of them a long and well-deserved retirement.”
Mr. Pickett said, “It has been an honor and a privilege
to lead Omega since 2001. I am proud of our team’s many accomplishments, and I am grateful to my colleagues, our Board of Directors,
our operating partners, and all those who have contributed to Omega’s success during my tenure.”
Mr. Stephenson commented, “It has been the highlight of
my professional life to be part of the Omega leadership team and oversee the financial evolution and growth of the Company from its early
day struggles to its present position as a large scale, financially sound industry leader.”
Mr. Stephenson continued, “I have worked very closely with
Neal since he joined Omega. He is highly skilled, bright, and talented, and will provide great continuity. As we start a multi-decade
tailwind from the aging of the baby boomers, and with Matthew and Neal ready to step into their new roles, I feel as confident about
the future of Omega as I feel proud of the past.”
Reflecting on his impending new role, Mr. Gourmand noted, “I
am excited to serve as Omega’s next CEO and lead this exceptional team in its next chapter. I am grateful for the trust that the
Board has placed in me, and I will work tirelessly to repay that trust. I want to thank Taylor and Bob for growing and shaping Omega into
what it is today, as well as all their mentorship and counsel to prepare me for this next step. They will be deeply missed, but the culture
of excellence and an unwavering focus on creating shareholder value will continue.”
Both Mr. Pickett and Mr. Stephenson have agreed to remain
in consulting roles after their retirements, being available to the Company as requested from time to time during their consulting periods.
* * * * * *
Omega is a real estate investment trust (“REIT”)
that invests in the long-term healthcare industry, primarily in skilled nursing and assisted living facilities. Its portfolio of
assets is operated by a diverse group of healthcare companies, predominantly in a triple-net lease structure. The assets span all regions
within the U.S., as well as in the U.K.
FOR FURTHER INFORMATION, CONTACT
Andrew Dorsey, VP, Corporate Strategy &
Investor Relations
or
David Griffin, Sr. 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 assets, 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.; (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 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.