[8-K] OMEGA HEALTHCARE INVESTORS INC Reports Material Event

Rhea-AI Filing Summary

Omega Healthcare Investors (OHI) redeemed its 5.250% Senior Notes due 2026 in full. On October 15, 2025, the company retired all $600 million aggregate principal amount of the notes. It deposited $607,875,000 with the trustee to cover the redemption price, which equaled 100% of principal plus accrued and unpaid interest to, but not including, the redemption date.

With the redemption completed, the related obligations of Omega and its subsidiary guarantors were terminated, and the governing indenture was discharged. Certain customary provisions for trustee compensation, indemnification, and application of trust funds continue to apply.

Insights

Debt Capital Markets Analyst

Full redemption removes 2026 maturity; cash outlay defined.

Omega Healthcare redeemed all 5.250% Senior Notes due 2026, totaling $600,000,000 in principal. The company deposited $607,875,000 to cover 100% of principal plus accrued interest through the redemption date of October 15, 2025.

The redemption terminates obligations under the notes and discharges the indenture, simplifying the capital structure tied to this issue. Surviving provisions relate to trustee compensation, indemnification, and the application of trust funds.

There is no disclosure here on replacement financing or cost of capital relative to the redeemed notes; any impact on interest expense or liquidity would need to be assessed from subsequent filings.

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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM 8-K

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CURRENT REPORT

Pursuant to Section 13 or 15(d) of the

Securities Exchange Act of 1934

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Date of Report (Date of earliest event reported): October 15, 2025

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OMEGA HEALTHCARE INVESTORS, INC.

(Exact name of registrant as specified in its charter)

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

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303 International Circle,

Suite 200

Hunt Valley, Maryland 21030

(Address of principal executive offices / Zip Code)

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(410) 427-1700

(Registrant’s telephone number, including area code)

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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:

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Title of each class	Trading Symbol(s)	Name of each exchange on which registered
Common Stock, $0.10 par value	OHI	New York Stock Exchange

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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).

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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. ☐

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Item 1.02 Termination of a Material Definitive Agreement.

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

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As previously reported, on September 15, 2025, at Omega’s direction, the Trustee gave notice to the holders of the Notes of Omega’s election to redeem all of the Notes on October 15, 2025. On October 15, 2025, Omega irrevocably deposited $607,875,000 with the Trustee for application to the payment of the redemption price of the Notes. The redemption price consisted of 100% of the principal amount of the Notes, plus accrued and unpaid interest on such notes to, but not including, the date of redemption.

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As a result of the foregoing, the obligations of Omega and its subsidiary guarantors under the Notes, the Indenture governing the Notes and the related subsidiary guarantees were terminated, and the Indenture was discharged. Notwithstanding the satisfaction and discharge of the Notes, the Indenture and the subsidiary guarantees, certain customary provisions of the Indenture relating to the compensation and indemnification of the Trustee and the application of trust money survive.

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U.S. Bank Trust Company, National Association has performed corporate trust services for Omega from time to time, for which it has received customary compensation, and may do so again in the future.

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SIGNATURES

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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: October 15, 2025	By:	/s/ Robert O. Stephenson
​	​	Robert O. Stephenson
​	​	Chief Financial Officer

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FAQ

What did Omega Healthcare Investors (OHI) announce?

OHI redeemed all of its 5.250% Senior Notes due 2026, retiring the full $600,000,000 principal.

When were OHI's 5.250% Senior Notes redeemed?

The redemption occurred on October 15, 2025.

How much did OHI deposit to fund the redemption?

OHI deposited $607,875,000 with the trustee, covering 100% of principal plus accrued and unpaid interest.

What happens to the indenture after redemption?

The indenture governing the notes was discharged, and related obligations were terminated, with certain customary trustee provisions surviving.

Who served as trustee for the redeemed notes?

U.S. Bank Trust Company, National Association served as the trustee.