Omega Healthcare Investors Inc.

Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers. As previously disclosed, effective October 1, 2026, the Board of Directors (the “Board”) of Omega Healthcare Investors, Inc. (the “Company”) appointed Matthew P. Gourmand, the Company’s President, to serve as the Company’s President and Chief Executive Officer, to succeed C. Taylor Pickett as Chief Executive Officer upon Mr. Pickett’s retirement. In connection therewith, also effective October 1, 2026, upon the recommendation of the Nominating and Corporate Governance Committee of the Board, the Board appointed Mr. Gourmand as a director of the Company to fill the vacancy created by Mr. Pickett’s retirement from the Board for the remaining term of Mr. Pickett’s directorship expiring in 2027. Mr. Pickett’s retirement is not the result of any disagreement with the Company on any matter related to the Company’s operations, policies or practices. Following Mr. Gourmand’s appointment, the number of directors constituting the entire Board remains at eight. As of the time of this filing, the Board does not expect to appoint Mr. Gourmand to any committees of the Board. 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 January 2021 and, prior to that, as the Company’s Senior Vice President of 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. Gourmand does not have any family relationship with any director, executive officer or person chosen to become a director or executive officer of the Company, and there are no arrangements or understandings between Mr. Gourmand and any other person(s) pursuant to which he was selected to become an officer or director of the Company. There are no related party transactions between Mr. Gourmand and the Company required to be disclosed under Item 404(a) of Regulation S-K. Mr. Gourmand will not receive any separate compensation for his service as a director beyond the compensation provided under his employment agreement with the Company.