INVESTMENTS IN UNCONSOLIDATED ENTITIES

6 Months Ended

Jun. 30, 2026

INVESTMENTS IN UNCONSOLIDATED ENTITIES [Abstract]

INVESTMENTS IN UNCONSOLIDATED ENTITIES

NOTE 9 – INVESTMENTS IN UNCONSOLIDATED ENTITIES

Unconsolidated Entities

The following is a summary of our investments in unconsolidated entities (dollars in thousands):


										Carrying Amount
		Ownership				Facility		Facility		June 30,			December 31,
Entity/Description		% ⁽¹⁾		Segment		Type		Count⁽¹⁾		2026			2025
SHH Holdings, LLC⁽²⁾		49%		Triple-Net		Various		66		$	217,859		$	222,161
Saber Healthcare Holdings, LLC		9.9%		Operating		N/A		N/A			93,178			—
In Substance Real Estate Investments⁽³⁾		N/A		Triple-Net		ALF		13			77,884			75,353
Lakeway Realty, L.L.C.		51%		Triple-Net		Specialty facility		1			63,636			64,699
Liberty JVs		49%		Operating		CCRC		1			41,042			42,754
Other Healthcare JVs⁽⁴⁾⁽⁵⁾		9% – 20%		Triple-Net		N/A		N/A			7,618			7,429
Other Real Estate JVs⁽⁴⁾⁽⁶⁾		20%		Triple-Net		SNF		5			—			1,731
										$	501,217		$	414,127

(1)	Ownership percentages and facility counts are as of June 30, 2026.

(2)	For the three and six months ended June 30, 2026, we recognized income (inclusive of basis amortization) of $1.9 million and $3.8 million, respectively, and received distributions totaling $4.0 million and $8.1 million, respectively, from SHH Holdings, LLC.

(3)

Relates to mortgage loan agreements under which we are able to participate in the residual profits of the facilities, subject to the mortgage, upon a sale or refinancing. We evaluated the characteristics of these investments, including the associated risks and rewards, and have determined they are more similar to those associated with an investment in real estate than a loan. Arrangements with characteristics in line with real estate joint ventures are treated as in substance real estate investments and accounted for using the equity method. We have determined that these borrowers under the mortgage loans are VIEs but we have not consolidated the borrowers because we are not the primary beneficiary.

(4)	As of June 30, 2026 and December 31, 2025, we had an aggregate of $6.8 million and $22.0 million, respectively, of loans outstanding with these JVs.

(5)	As of June 30, 2026, includes seven JVs engaged in businesses that support the long-term healthcare industry and our triple-net operators.

(6)	As of June 30, 2026, includes one JV formed for the purpose of owning or providing financing for SNFs.

SHH Holdings, LLC

As discussed in Note 2 – Real Estate Assets, during the second quarter of 2026, we acquired two skilled nursing facilities in Indiana from SHH Holdings, LLC (“Saber PropCo”) for $33.4 million. No gain was recognized in income from unconsolidated entities in connection with the sale, as our share of the gain recognized by the unconsolidated entity was fully offset by the write-off of the related basis difference associated with the sold facilities. In addition, Saber PropCo sold one additional facility during the second quarter of 2026 for $2.7 million.

Additionally, as part of the second quarter dispositions discussed in Note 3 – Assets Held for Sale, Dispositions and Impairments, Omega sold a SNF in Virginia that was previously leased to Ciena Healthcare Management, Inc. (“Ciena”) to Saber PropCo, recognizing a gain of $3.5 million. Saber PropCo also acquired three North Carolina SNFs from Ciena in the second quarter of 2026. The four facilities acquired by the JV during the second quarter were leased to Saber Healthcare Holdings, LLC (“Saber”) (discussed below). In addition, Saber PropCo acquired five Ohio SNFs from Ciena in July 2026. The total aggregate consideration for all nine facilities acquired in the second quarter of 2026 and in July 2026 was $160.0 million. All of the acquisitions completed in the second quarter of 2026 and July 2026 were funded through a combination of operating cash and third-party debt. Following the acquisitions and sales in the second quarter of 2026 and July 2026, Saber PropCo owns 71 facilities subject to triple-net leases with Saber that generate $83.1 million in contractual rent per annum and Saber PropCo has $582.0 million of mortgage debt with a weighted average interest rate of 5.6% per annum.

Saber Healthcare Holdings, LLC

On January 1, 2026, Omega acquired a 9.9% equity interest in Saber for $92.8 million in cash, including transaction fees. Under the Saber operating agreement, Omega is entitled to minimum quarterly cash distributions reflecting an annualized 8% yield on its investment.

During the second quarter of 2026, Omega added 18 facilities that were transitioned from Ciena’s Laurel portfolio to its master lease with Saber, increasing the total number of facilities under our master lease with Saber to 69 facilities and resulting in monthly contractual rent of $7.7 million in July 2026 following the transitions. One additional facility in Ciena’s Laurel portfolio was transitioned to another existing operator during the second quarter of 2026. Omega’s total revenue from leases and loan agreements with Saber was $36.8 million and $32.7 million for the six months ended June 30, 2026 and 2025, respectively. As of June 30, 2026, Saber also operates and leases 66 facilities held by Saber PropCo, a property holding company JV in which Omega owns a 49% equity interest, along with the five Ohio SNFs acquired by Saber PropCo in July 2026 (discussed above). For the three and six months ended June 30, 2026, we recognized income (inclusive of basis amortization) from this investment of $1.1 million and $2.2 million, respectively, and received distributions totaling $1.9 million.