Omega Healthcare Investors Inc美股招股说明书(2025-06-06版)

Dividend Reinvestment and Common Stock Purchase Plan Omega Healthcare Investors, Inc. is offering shares of its common stock through its DividendReinvestment and Common Stock Purchase Plan (the “Plan”). Please read this prospectus supplementcarefully and keep it and any future investment statements for your reference. If you have any questionsabout the Plan, please contact Computershare Trust Company, N.A., the PlanAdministrator, toll free at1-800-368-5948or go to www.computershare.com/investor. The Plan has two components: a dividend reinvestment component and a direct share purchasecomponent. The dividend reinvestment component provides our stockholders with an easy and economicalway to designate all or any portion of the cash distributions, which we also refer to as dividends, on ourshares of common stock, par value $0.10 per share, for reinvestment in additional common shares. Thedirect share purchase component permits our existing stockholders and new investors to purchase ourcommon shares in an economical and convenient manner. This prospectus supplement relates to an aggregate of 22,447,054 common shares to be offered forpurchase under the Plan. Our common shares are traded on the New York Stock Exchange (the “NYSE”)under the symbol “OHI.” The closing price of our common stock as reported by the NYSE on June 4, 2025,was $37.41 per share. With respect to the Plan, you can: ••••••••enroll in the Plan even if you are not a current Omega stockholder;purchase common shares through the Plan without paying brokerage commissions on newly issuedshares;automatically reinvest all or any portion of your cash dividends in additional common shares at adiscount ranging from 0% to 3%, as determined at our discretion;as a new investor, make an initial purchase of up to $10,000 of our common shares, with a minimuminitial investment of $250;as an existing Plan participant, purchase up to $10,000 of our common shares per month, with aminimum investment of $50 per month;purchase in excess of $10,000 of our common shares, subject to our approval, at a discount rangingfrom 0% to 3%, as determined at our discretion;authorize recurring automatic monthly investments, or one-time online bank debit, in our commonshares; andown and transfer your shares without holding or delivering physical certificates. To ensure that we continue to qualify as a real estate investment trust (a “REIT”), for federal incometax purposes, no stockholder may own more than 9.8% (in value or number) of the outstanding shares of anyclass or series of our common shares or preferred shares. Investing in our common stock involves risks. See the “Risk Factors” section on pageS-3of this prospectussupplement. Before buying our securities, you should read and consider the risk factors included in our periodicreports and in other information that we file with the Securities and Exchange Commission (the “SEC”), whichis incorporated by reference into this prospectus supplement and the accompanying prospectus. See “WhereYou Can Find More Information and Incorporation by Reference.” Neither the SEC nor any state securities commission has approved or disapproved of the securitiesdescribed in this prospectus supplement or passed upon the adequacy or accuracy of this prospectus supplementor the accompanying prospectus. Any representation to the contrary is a criminal offense. The date of this prospectus supplement is June 6, 2025. You should rely only on the information contained or incorporated by reference in this prospectussupplement or the accompanying prospectus. We have not authorized anyone to provide you with informationthat is different. We are not making an offer to sell these securities in any jurisdiction where the offer or sale ofthese securities is not permitted. This document may only be used where it is legal to sell these securities. Youshould assume that the information contained or incorporated by reference in this prospectus supplement or theaccompanying prospectus is accurate only as of their respective dates and that any information we haveincorporated by reference is accurate only as of the date of the document incorporated by reference. Ourbusiness, financial condition, results of operations and prospects may have changed since those dates. TABLE OF CONTENTS Prospectus SupplementPageABOUT THIS PROSPECTUS SUPPLEMENTS-iiINDUSTRY AND MARKET DATAS-iiCAUTIONARY LANGUAGE REGARDING FORWARD-LOOKING STATEMENTSS-iiiSUMMARYS-1RISK FACTORSS-3INFORMATION ABOUT THE PLANS-4WHERE YOU CAN FIND MORE INFORMATION AND INCORPORATION BY REFERENCES-22USE OF PROCEEDSS-23ADDITIONAL MATERIAL U.S. FEDERAL INCOME TAX CONSIDERATIONSS-24PLAN OF DISTRIBUTIONS-27CERTAIN LEGAL MATTERSS-28EXPERTSS-28ProspectusPageABOUT THIS PROSPECTUS1AVAILABLE INFORMATION2INCORPORATION OF CERTAIN INFORMATION BY REFERENCE2CAUTIONARY DISCLOSURE REGARDING FORWARD-LOOKING STATEMENTS4RISK FACTORS6THE COMPANY7USE OF PROCEEDS8DESCRIPTION OF SECURITIES9DESCRIPTION OF CAPITAL STOCK10DESCRIPT