{"url_path":"/sec/ohi/8-k/2026-06-05/item-8-01","section_key":"item-8-01","section_title":"Item 8.01 ****Other Events.**","topic":"sec","document":{"doc_type":"8-K","doc_date":"2026-06-05","source_url":"https://www.sec.gov/Archives/edgar/data/888491/0001104659-26-070979-index.html","accession_number":"0001104659-26-070979","cik":"0000888491","ticker":"OHI","issuer_name":"OMEGA HEALTHCARE INVESTORS INC","edgar_url":"https://www.sec.gov/Archives/edgar/data/888491/0001104659-26-070979-index.html","primary_entity_key":"0000888491","primary_entity_name":"OMEGA HEALTHCARE INVESTORS INC"},"word_count":490,"has_tables":true,"body_markdown":"**Item 8.01****Other Events.**\n\n \n\nThe Company is providing updated\ninformation regarding the beneficial ownership of its common stock by directors, executive officers, and holders of more than 5% of the\nCompany’s outstanding shares. On March 27, 2026, The Vanguard Group filed an amendment to its Schedule 13G reporting that it no\nlonger had, or was deemed to have, beneficial ownership of the Company’s shares based on an internal corporate realignment. After\nthe Company filed its proxy statement for the Annual Meeting, two affiliated entities of The Vanguard Group reported beneficial ownership,\non a disaggregated basis, of more than 5% of the Company’s outstanding common stock. The Company has determined to update the beneficial\nownership information for all persons known to the Company to be the beneficial owner of more than 5% of the Company’s outstanding\ncommon stock to reflect the most current Schedule 13G filings available as of the date of this report.\n\n \n\nBased on this information\nand Schedule 13G filings with respect to the Company’s common stock, the beneficial ownership of the Company’s common stock\nas of April 8, 2026, for all persons known to the Company to be the beneficial owner of more than 5% of the Company’s outstanding\ncommon stock, is set forth in the following table:\n\n \n\n \n\n \n\n \n\n \n\n**Common Stock **\n\n**Beneficially Owned(1)** \n\n \n\n \n**Number of Shares**\n**Percentage of Class**\n\n**Percent of Class**\n\n**Including Common**\n\n**Stock Equivalents(1)**\n\n**5% Beneficial Owners:**\n \n \n \n\nVanguard Portfolio Management\n**27,160,324(2)**\n**9.1%**\n**8.6%**\n\nVanguard Capital Management\n**15,689,615(3)**\n**5.3%**\n**5.0%**\n\nBlackRock, Inc.\n**31,867,200(4)**\n**10.7%**\n**10.1%**\n\n \n\n(1)As of April 8, 2026, there were 297,799,835 shares of common stock outstanding and no preferred stock\noutstanding, as well as 16,284,278 common stock equivalents (including OP Units) outstanding.\n\n \n\n(2)Based on a Schedule 13G filed with the SEC on April 29, 2026, Vanguard Portfolio Management, including\non behalf of certain affiliates, reported sole voting power with respect to 37,207 shares and sole dispositive power with respect to 27,160,324\nshares. Vanguard Portfolio Management is located at 100 Vanguard Blvd, Malvern, PA, 19355.\n\n \n\n(3)Based on a Schedule 13G filed with the SEC on April 30, 2026, Vanguard Capital Management, including on\nbehalf of certain affiliates, reported sole voting power with respect to 2,455,494 shares and sole dispositive power with respect to 15,689,615\nshares. Vanguard Capital Management is located at 100 Vanguard Blvd, Malvern, PA, 19355.\n\n \n\n(4)Based on a Schedule 13G/A filed with the SEC on April 30, 2025, BlackRock, Inc., including on behalf\nof certain subsidiaries, reported sole voting power with respect to 30,899,385 shares and sole dispositive power with respect to 31,867,200\nshares. BlackRock, Inc. is located at 50 Hudson Yards, New York, NY 10001.\n\n \n\n \n\n[*The balance\nof this page intentionally left blank*]\n\n \n\n \n\n \n\n \n\n**SIGNATURES**\n\n \n\nPursuant to the requirements of the Securities Exchange Act of 1934,\nthe registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.\n\n \n\n \n**OMEGA HEALTHCARE INVESTORS, INC.**\n\n \n \n \n\nDated: June 5, 2026\nBy:\n/s/ Gail D. Makode\n\n \n \nGail D. Makode\n\n \n \nChief Legal Officer, General Counsel"}