8-K: Current report

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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): September 15, 2025

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OMEGA HEALTHCARE INVESTORS, INC.

(Exact name of registrant as specified in its charter)

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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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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 8.01 Other Events.

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On September 15, 2025, Omega Healthcare Investors, Inc. issued a press release announcing that it will redeem all of its outstanding 5.250% Senior Notes due 2026 on October 15, 2025. Pursuant to the terms of the indenture governing the notes, Omega will redeem the outstanding notes at a redemption price of 100% of their principal amount, plus accrued and unpaid interest to, but not including, the redemption date. On September 15, 2025, a copy of the irrevocable notice of redemption for such notes was mailed to record holders of the notes by U.S. Bank Trust Company, National Association, the trustee under the indenture governing the notes.

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A copy of the press release announcing the redemption is attached hereto as Exhibit 99.1 and incorporated herein by reference.

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Item 9.01  Financial Statements and Exhibits.

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(d) Exhibits

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Exhibit No. Description of Exhibit

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

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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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