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NATIONAL HEALTH INVESTORS INC

For the period ended Jun 30, 2025. Filed Aug 6, 2025.

View on SEC.gov

About this filing

A company's report for each of its first three quarters. The financial statements are not audited. It shows how the business has moved since the last annual report, and what management says changed.

Jun 30, 2025 · Filed Aug 6, 2025

NHI$71.24-0.5%Stored close · as of Nov 6, 2026

What changed in Management’s Discussion and Analysis?

Read the current filing

Previous report: 10-Q

Period ended 2025-03-31; filed 2025-05-05.

0000877860-25-000095

Item 2. Management's Discussion and Analysis of Financial Condition and Results of Operations

Current report: 10-Q

Period ended 2025-06-30; filed 2025-08-06.

0000877860-25-000135

Item 2. Management's Discussion and Analysis of Financial Condition and Results of Operations

The baseline is this issuer’s latest earlier reporting period of the same form that was filed before the current report. A previous 10-Q is a different quarter, not a year-over-year comparison. Amendments are excluded.

Compared 203 previous paragraphs and 220 current paragraphs.

65 unchanged; 106 reworded; 44 added; 29 removed; 3 previous and 5 current paragraphs rearranged.

Tables are not compared: 23 previous and 24 current tables excluded. Dates, whitespace, punctuation and numbering changes are ignored; changes to financial figures remain significant.

A changed paragraph is not evidence that risk increased or decreased. An unchanged paragraph does not establish that risk stayed the same.

Added paragraphs (44)

Current report

The following table provides a summary based on geographic concentrations of our NOI, excluding non-segment NOI and corporate NOI($ in thousands):

Current report

Effective July 4, 2025, certain changes to U.S. tax law were approved that impact us and our stockholders. Among other changes, this legislation (i) permanently extended the 20% deduction for “qualified REIT dividends” for individuals and other non-corporate taxpayers under Section 199A of the Internal Revenue Code, (ii) increased the percentage limit under the REIT asset test applicable to TRSs from 20% to 25% for taxable years beginning after December 31, 2025, and (iii) increases the base on which the 30% interest deduction limit under Section 163(j) of the Internal Revenue Code applies by excluding depreciation, amortization and depletion from the definition of “adjusted taxable income” (i.e. based on EBITDA rather than EBIT) for taxable years beginning after December 31, 2024.

Current report

During the six months ended June 30, 2025, we completed the following real estate acquisitions within our Real Estate Investments segment($ in thousands):

Current report

Effective August 1, 2025, we entered into a lease termination agreement for our triple-net master lease with a related party of Discovery for a portfolio of six senior housing properties held in the consolidated real estate partnership with Discovery Senior Housing Investor XXIV, LLC, which requires the Discovery tenant to pay us approximately $3.3 million. We recorded a $9.0 million write off of the related straight-line rent receivable in the third quarter of 2025. Additionally, on August 1, 2025, we purchased the remaining 2.0% noncontrolling equity interest in the real estate partnership for a nominal amount.

Current report

Concurrently with the activities above, we transitioned this portfolio from our Real Estate Investments segment into our SHOP segment under a management agreement with a new operator. Reference Note 5 to the condensed consolidated financial statements included in this report for additional information. The aggregate net carrying value of these real estate properties was $125.7 million on our condensed consolidated balance sheet as of June 30, 2025. We recognized rental income of $1.2 million and $2.8 million during the three and six months ended June 30, 2025, respectively, and $1.5 million and $3.1 million during the three and six months ended June 30, 2024, respectively, in our condensed consolidated statements of income related to this triple-net master lease.

Current report

Also, effective August 1, 2025, we terminated a triple-net lease with an affiliate of Discovery for an ILF in Tulsa, Oklahoma. We recorded a $3.2 million write off of the related straight-line rent receivable in the third quarter of 2025. Concurrently with the termination, we transitioned this property from our Real Estate Investments segment to the existing Discovery venture in our SHOP segment. Reference Note 5 for additional information. As of June 30, 2025, the net carrying value of this property was $28.0 million on our condensed consolidated balance sheet. We recognized rental income of $0.7 million and $1.4 million during the three and six months ended June 30, 2025, respectively, and $0.7 million and $1.4 million during the three and six months ended June 30, 2024, respectively, in our condensed consolidated statements of income related to this triple-net lease.

Current report

For the six months ended June 30, 2025 and 2024, we recognized straight-line rent revenue of $(0.4) million and $(0.5) million, respectively, and interest income of $1.8 million and $1.8 million, respectively, related to our Senior Living investments. We recognized straight-line rent revenue of $0.3 million and $0.1 million related to NHC for the six months ended June 30, 2025 and 2024, respectively. We recognized interest income of $1.3 million and $1.4 million for the six months ended June 30, 2025 and 2024, respectively, related to our loans with Bickford. Reference Notes 3 and 4 to the condensed consolidated financial statements included in this report for additional information.

Current report

Lease payments received from cash basis tenants were as follows ($ in thousands):

Current report

Reference the section on “Tenant Concentrations” above.

Current report

During the three and six months ended June 30, 2025, we did not recognize any impairment charges. During each of the three and six months ended June 30, 2024, we recognized an impairment charge of $0.7 million on one property in our Real Estate Investments segment, which was reclassified to assets held for sale in the second quarter of 2024. This property was subsequently sold in the fourth quarter of 2024.

Current report

Write-downs of Real Estate Properties, Mortgage and Other Notes Receivable

Current report

•Legal expenses increased $0.9 million primarily due to costs incurred in the current period related to the transition of real estate properties leased to Discovery into the SHOP segment which was completed on August 1, 2025. Reference Note 5 to the condensed consolidated financial statements included in this report.

Current report

•Loan and realty (gains) losses, net, was a net gain of $1.4 million for the three months ended June 30, 2025 compared to a net loss of $1.1 million in the three months ended June 30, 2024. The change of $2.5 million was primarily due to a reduction of $1.8 million in our credit loss reserves during the three months ended June 30, 2025, a real estate impairment charge of $0.7 million in the three months ended June 30, 2024 on one property in our Real Estate Investments segment and an increase of $0.5 million in our credit loss reserves in the three months ended June 30, 2024. There were no impairment charges incurred during the three months ended June 30, 2025.

Current report

•Other expenses increased $1.5 million primarily due to higher salaries and benefits costs, including an increase in share-based compensation expense of $0.4 million.

Current report

•Gains on sales of real estate properties, net, decreased $1.4 million, which was due to the disposition of two properties in the Real Estate Investments segment during the three months ended June 30, 2024.

Current report

•Gains from equity method investment increased $1.3 million due to an increase in the cash distributions received related to our Timber Ridge Opco investment during the three months ended June 30, 2025 as compared to the three months ended June 30, 2024. Reference Note 6 to the condensed consolidated financial statements included in this report.

Current report

•Rental income increased $11.2 million, or 8.7%, primarily as a result of new investments funded since June 2024 partially offset by real estate properties disposed of since June 2024. Rent received from cash basis tenants decreased $3.9 million primarily due to a $2.5 million lump sum payment received in the prior year period. Reference Note 3 to the condensed consolidated financial statements included in this report.

Current report

•Resident fees and services less senior housing operating expenses increased $1.0 million, or 17.2%, primarily due to increased revenues from higher occupancy and revenues per occupied room in our SHOP segment in the current period. Reference Note 5 to the condensed consolidated financial statements included in this report.

Current report

•Legal expenses increased $2.1 million primarily from fees incurred related to a large SHOP transaction that did not materialize totaling $1.2 million and due to costs incurred in the current period related to the transition of real estate properties leased to Discovery into the SHOP segment which was completed on August 1, 2025. Reference Note 5 to the condensed consolidated financial statements included in this report.

Current report

•Loan and realty (gains) losses, net, was a net gain of $1.4 million for the six months ended June 30, 2025 compared to a net loss of $1.1 million in the six months ended June 30, 2024. The change of $2.5 million was primarily due to a decrease in the credit loss reserve of $1.9 million in the six months ended June 30, 2025 and a real estate impairment charge of $0.7 million on one property in our Real Estate Investments segment in the prior year period.

Current report

•Other expenses increased $3.1 million for the six months ended June 30, 2025 as compared to the same period in the prior year primarily due to higher salaries and benefits costs, including a $0.8 million increase in share-based compensation expense, and due to the timing of $0.5 million in refunds of franchise taxes in the prior year period.

Current report

•Gains on sales of real estate properties, net, decreased $1.4 million for the six months ended June 30, 2025 as compared to the same period in the prior year primarily due to the sale of two properties in the prior year period.

Current report

•Gains from equity method investment increased $1.5 million due to an increase in the cash distributions received related to our Timber Ridge Opco investment during the six months ended June 30, 2025 as compared to the same period in the prior year. Reference Note 6 to the condensed consolidated financial statements included in this report.

Current report

Fannie Mae Term Loans -In the second quarter of 2025, we repaid 12 Fannie Mae term loans, including accrued interest, which totaled $75.7 million.

Current report

In the second quarter of 2025, we settled 0.8 million shares of common stock, representing full settlement of the December 2024 and partial settlement of the March 2025 ATM forward sales agreements at a weighted average forward price of $74.71 per common share for aggregate proceeds of $58.0 million.

Current report

As of June 30, 2025, we had 1.4 million remaining shares of common stock available under ATM forward sales agreements representing aggregate net proceeds of $102.3 million at a weighted average price of $71.03 per common share.

Current report

A summary of information related to our loan commitments as of June 30, 2025 follows ($ in thousands):

Showing the first 40 of 44 passages. Open the source sections for the rest.

Removed paragraphs (29)

Previous report

The following table summarizes the geographic concentration of net operating income (“NOI”) of our portfolio, excluding Non-segment/Corporate NOI, for the three months ended March 31, 2025 and 2024 ($ in thousands).

Previous report

We reduce the carrying value of impaired properties to their estimated fair value or, with respect to the properties classified as assets held for sale, to the estimated fair value less costs to sell. To estimate the fair values of the properties, we utilized a market approach which considered binding agreements for sales (Level 1 inputs), non-binding offers to purchase from unrelated third parties, broker quotes of estimated values (Level 3 inputs), and/or independent third-party valuations (Level 1 and 3 inputs). During the three months ended March 31, 2025 and 2024, we did not recognize any impairment charges.

Previous report

Effective May 1, 2025, we amended our triple-net master lease with Discovery Senior Living for a portfolio of six senior housing properties held in a consolidated real estate partnership with an aggregate net book value of $126.8 million as of March 31, 2025 that is owned by both parties to reset the contractual rent that took effect May 1, 2025 to $0.5 million per month. As part of the amendment, we obtained the right, but not the obligation, to pursue, negotiate, engage and otherwise enter into a new agreement with a new manager with respect to these leased properties. The straight-line rent receivable associated with the in-place lease is $9.3 million as of March 31, 2025. This receivable will be reduced to its realizable value when management determines the transition is probable of occurring and the existing lease will be terminated. Rental income recognized associated with this lease was $1.5 million for the three months ended March 31, 2025 and 2024.

Previous report

Straight-line rents revenue of $(0.2) million and $(0.7) million and interest income of $0.9 million and $0.9 million were recognized from the Senior Living investments for the three months ended March 31, 2025 and 2024, respectively. Straight-line rents revenue of $0.2 million and $0.1 million was recognized from NHC for the three months ended March 31, 2025 and 2024, respectively. Interest income of $0.6 million and $0.7 million was recognized from the Bickford notes receivable for the three months ended March 31, 2025 and 2024, respectively. Reference Note 3 and 4 to the condensed consolidated financial statements included in this report.

Previous report

As of March 31, 2025, we had a $14.5 million mezzanine loan designated as non-performing due from affiliates of SLM. Interest income recognized, representing cash received, from the mezzanine loan was $0.4 million for three months ended March 31, 2024. The credit loss reserve related to the non-performing loan with SLM totaled $13.3 million at March 31, 2025.

Previous report

1 All prior periods restated for the sale of an ALF in Indiana that occurred in October 2024.

Previous report

2 Includes the Chesapeake, Virginia building which opened in the second quarter of 2022. NHI exercised its purchase option in February 2023.

Previous report

•Interest expense decreased $0.5 million, or 3.6%, primarily as the result of decreased interest rates and borrowings on the Credit Facility.

Previous report

•Legal increased $1.2 million primarily due to the expense of fees incurred related to a large SHOP transaction that is no longer probable of occurring. Approximately $0.6 million relates to amounts that were included in “Other assets, net” as of December 31, 2024.

Previous report

•Franchise, excise and other taxes increased $0.5 million due to the receipt of refunds in two states during the three months ended March 31, 2024, while no comparable refunds were received during the three months ended March 31, 2025.

Previous report

Fannie Mae Term Loans -As of March 31, 2025, we had $60.1 million in Fannie Mae term-debt mortgage financing that originated in March 2015. This indebtedness matured on April 1, 2025, at which time we repaid all outstanding principal and accrued interest of $60.3 million from proceeds drawn on our Credit Facility on March 31, 2025.

Previous report

In a December 2017 acquisition, we assumed additional Fannie Mae term-debt mortgage financing that amortizes through 2025 when a balloon payment will be due, bears interest at a rate of 4.6%, and has a remaining balance of $15.6 million at March 31, 2025. Collectively, the Fannie Mae term-debt mortgage financing is secured by properties having a net book value of $97.4 million at March 31, 2025.

Previous report

As of March 31, 2025, the remaining approximately 0.7 million shares of common stock under our December 2024 ATM forward sale agreement were available for settlement at a forward price of $74.12 per share for proceeds of approximately $53.6 million. This forward sale agreement matures in the fourth quarter of 2025.

Previous report

The following tables summarize information as of March 31, 2025 related to our outstanding commitments and contingencies, which are more fully described in the notes to the condensed consolidated financial statements ($ in thousands):

Previous report

1 Funding contingent upon the performance of facility operations.
Reworded paragraphs (106)

Previous wording

Unless the context otherwise requires, references throughout this document to “NHI” or the “Company” include National Health Investors, Inc., and its consolidated subsidiaries. In accordance with the Securities and Exchange Commission’s (“SEC”) “Plain English” guidelines, portions of this Quarterly Report on Form 10-Q have been written in the first person. In this document, the words “we”, “our”, “ours” and “us” refer only to National Health Investors, Inc. and its consolidated subsidiaries and not any other person.

Current wording

Unless the context otherwise requires, references throughout this Quarterly Report on Form 10-Q to “NHI” or the “Company” include National Health Investors, Inc., and our consolidated subsidiaries. In accordance with the Securities and Exchange Commission’s (“SEC”) “Plain English” guidelines, portions of this Quarterly Report on Form 10-Q have been written in the first person. In this document, the words “we”, “our”, “ours” and “us” refer only to National Health Investors, Inc. and our consolidated subsidiaries and not any other person.

Previous wording

Forward-looking statements involve known and unknown risks and uncertainties that may cause our actual results in future periods to differ materially from those projected or contemplated in the forward-looking statements as a result of factors including, but not limited to, the following:

Current wording

Forward-looking statements involve known and unknown risks and uncertainties that may cause our actual results in future periods to differ materially from those projected or contemplated in forward-looking statements as a result of factors including, but not limited to, the following:

Previous wording

We depend on the operating success of our managers, tenants and borrowers and if their financial condition or business prospects deteriorate, our financial condition and results of operations could be adversely affected;

Current wording

•We depend on the operating success of our property managers, tenants and borrowers and if their financial condition or business prospects deteriorate, our financial condition and results of operations could be adversely affected;

Previous wording

We are exposed to the risk that our managers, tenants and borrowers may become subject to bankruptcy or insolvency proceedings;

Current wording

•We are exposed to the risk that our property managers, tenants and borrowers may become subject to bankruptcy or insolvency proceedings;

Previous wording

*Actual or perceived risks associated with pandemics, epidemics or outbreaks have had and may in the future have a material adverse effect on our managers’, tenants’ and borrowers’ business and results of operations;

Current wording

•Actual or perceived risks associated with pandemics, epidemics or outbreaks have had and may in the future have a material adverse effect on our property managers’, tenants’ and borrowers’ business and results of operations;

Previous wording

We are exposed to the risk that the cash flows of our managers, tenants and borrowers may be adversely affected by increased liability claims and liability insurance costs;

Current wording

•We are exposed to the risk that the cash flows of our property managers, tenants and borrowers may be adversely affected by increased liability claims and liability insurance costs;

Previous wording

We are exposed to the risk that we may not be fully indemnified by our managers, tenants and borrowers against future litigation;

Current wording

•We are exposed to the risk that we may not be fully indemnified by our property managers, tenants and borrowers against future litigation;

Previous wording

*We are exposed to risks associated with our investments in Timber Ridge OpCo, LLC, including our lack of sole decision-making authority, our reliance on the financial condition of other interests and related healthcare operations of the entity;

Current wording

•We are exposed to risks associated with our investments in Timber Ridge OpCo, LLC (“Timber Ridge Opco”), including our lack of sole decision-making authority, our reliance on the financial condition of other interests and related healthcare operations of the entity;

Previous wording

*Settlement provisions contained in the August 2024 forward sale agreements and at-the-market forward sale agreements or any other forward sale agreement we may enter into could result in substantial dilution to our earnings per share or result in substantial cash payment obligations;

Current wording

•Settlement provisions contained in any forward sales agreements we may have entered into could result in substantial dilution to our earnings per share or result in substantial cash payment obligations;

Previous wording

*In case of our bankruptcy or insolvency, any forward sale agreement in effect will automatically terminate, and we would not receive the expected proceeds from such forward sale of shares of our common stock;

Current wording

•In case of our bankruptcy or insolvency, any forward sales agreements in effect will automatically terminate, and we would not receive the expected proceeds from such forward sale of shares of our common stock;

Previous wording

*The U.S. federal income tax treatment of the cash that we might receive from cash settlement of the forward sale agreements in unclear and could jeopardize our ability to meet the real estate investment trust (‘REIT”) qualification requirements;

Current wording

•The United States (“U.S.”) federal income tax treatment of the cash that we might receive from cash settlement of our forward sales agreements is unclear and could jeopardize our ability to meet the real estate investment trust (‘REIT”) qualification requirements;

Previous wording

*Adverse economic effects from international trade disputes (including threatened or implemented tariffs imposed by the U.S. and threatened or implemented tariffs imposed by foreign countries in retaliation) or similar events impacting economic activity could have a material adverse effect on our results of operations;

Current wording

•Adverse economic effects from international trade disputes (including threatened or implemented tariffs imposed by the United States and threatened or implemented tariffs imposed by foreign countries in retaliation) or similar events impacting economic activity could have a material adverse effect on our results of operations;

Previous wording

See the notes to the annual audited consolidated financial statements in our Annual Report on Form 10-K for the year ended December 31, 2024, “Business” and “Risk Factors” under Part I, Item 1 and Item 1A, respectively, therein and “Risk Factors” under Part II, Item 1A of this Quarterly Report on Form 10-Q for a further discussion of these risks and of various governmental regulations and other operating factors relating to the healthcare industry and the risk factors inherent therein. You should carefully consider these risks before making any investment decisions in the Company. These risks and uncertainties are not the only ones facing the Company. There may be additional risks that we do not presently know of and/or that we currently deem immaterial. If any of the risks actually occur, our business, financial condition, results of operations, or cash flows could be materially and adversely affected. In that case, the trading price of our common stock could decline, and you may lose part or all of your investment. Given these risks and uncertainties, we can give no assurance that these forward-looking statements will, in fact, occur. We caution readers not to place undue reliance on such forward-looking statements, which speak only as of the dates made. We undertake no obligation to revise or update any of the forward-looking statements to reflect subsequent events or circumstances except to the extent required by applicable law.

Current wording

See “Business” and “Risk Factors” under Part I, Item 1 and Item 1A, respectively, and the notes to our audited consolidated financial statements included in our Annual Report on Form 10-K for the year ended December 31, 2024 and “Risk Factors” under Part II, Item 1A of this Quarterly Report on Form 10-Q for a further discussion of these risks and of various governmental regulations and other operating factors relating to the healthcare industry and the risk factors inherent therein. You should carefully consider these risks before making any investment decisions in the Company. These risks and uncertainties are not the only ones facing the Company. There may be additional risks that we do not presently know of and / or that we currently deem immaterial. If any of the risks actually occur, our business, financial condition, results of operations, and / or cash flows could be materially and adversely affected. In that case, the trading price of our common stock could decline, and you may lose part or all of your investment. Given these risks and uncertainties, we can give no assurance that these forward-looking statements will, in fact, occur. We caution readers not to place undue reliance on such forward-looking statements, which speak only as of the dates made. We undertake no obligation to revise or update any of the forward-looking statements to reflect subsequent events or circumstances except to the extent required by applicable law.

Previous wording

National Health Investors, Inc., established in 1991 as a Maryland corporation, is a self-managed REIT specializing in sale- leaseback, joint venture, and mortgage and mezzanine financing of need-driven and discretionary senior housing and medical facility investments. We operate through two reportable segments: Real Estate Investments and SHOP. Our Real Estate Investments segment consists of real estate investments, leases, and mortgage and other notes receivable in independent living facilities (“ILFs”), assisted living facilities (“ALFs”), entrance-fee communities (“EFCs”), senior living campuses (“SLCs”), skilled nursing facilities (“SNFs”) and hospitals (“HOSPs”). We fund our investments primarily through: (1) operating cash flow,

Current wording

National Health Investors, Inc., established in 1991 as a Maryland corporation, is a self-managed REIT specializing in sale- leaseback, joint venture and mortgage and mezzanine financing of need-driven and discretionary senior housing and medical facility investments. We operate through two reportable segments: Real Estate Investments and SHOP. Our Real Estate Investments segment consists of real estate investments, leases, and mortgage and other notes receivable related to independent living facilities (“ILFs”), assisted living facilities (“ALFs”), entrance-fee communities (“EFCs”), senior living campuses (“SLCs”), skilled nursing facilities (“SNFs”) and hospitals (“HOSPs”). We fund our investments primarily through: (1) operating cash flows, (2) debt offerings, including revolving lines of credit and term loans, both unsecured and secured, and (3) sales of equity securities. Our SHOP segment is comprised of two ventures that own the operations of 15 ILFs that provide residential living and other services for residents and are operated on behalf of us by third-party property managers pursuant to the terms of separate management agreements. The third-party property managers, or related parties of the property managers, own equity interests in the respective ventures.

Previous wording

As of March 31, 2025, we had investments in real estate and mortgage and other notes receivable involving 190 facilities located in 32 states. These investments were comprised of 118 senior housing properties, 70 SNFs and two HOSPs with an aggregate gross investment of approximately $2.7 billion, rented under primarily triple-net leases to 30 tenants, and with $278.7 million in aggregate carrying value of mortgage and other notes receivable, excluding an allowance for expected credit losses of $18.9 million, due from 17 borrowers.

Current wording

As of June 30, 2025, we had investments in real estate properties and mortgage and other notes receivable involving 197 facilities located in 32 states. These investments, comprised of 125 senior housing communities (“SHO”), 70 SNFs and two HOSPs, representing an aggregate gross carrying value of $2.7 billion, are rented under primarily triple-net leases to 31 tenants, and $270.4 million in aggregate carrying value of mortgage and other notes receivable investments, excluding credit loss reserves of $17.5 million due from 17 borrowers.

Previous wording

We classify all of the properties in our Real Estate Investments segment as either senior housing or medical facilities. Because our leases represent different underlying revenue sources and result in differing risk profiles, we further classify our senior housing properties as either need-driven (ALFs and SLCs) or discretionary (ILFs and EFCs).

Current wording

We classify all of the properties in our Real Estate Investments segment as either senior housing or medical facilities. Because our tenant leases represent different underlying revenue sources and result in differing credit risk profiles, we further classify our senior housing properties as either need-driven (ALFs and SLCs) or discretionary (ILFs and EFCs).

Previous wording

Medical Facilities within our Real Estate Investments segment receive payment primarily from Medicare, Medicaid and health insurance. These properties include SNFs and HOSPs that attract patients who have a need for acute or complex medical attention, preventative medicine, or rehabilitation services. Medical properties are subject to state and federal regulatory oversight and, in the case of hospitals, Joint Commission accreditation.

Current wording

Medical Facilities within our Real Estate Investments segment receive payment primarily from Medicare, Medicaid and health insurance. These properties include SNFs and HOSPs that attract patients who have a need for acute or complex medical attention, preventative medicine, or rehabilitation services. Medical properties are subject to federal and state regulatory oversight and, in the case of hospitals, Joint Commission accreditation.

Previous wording

Our SHOP segment is comprised of two ventures that own the underlying independent living operations of 15 ILFs. These ventures, consolidated by the Company, are structured to comply with REIT requirements and utilize the TRS for activities that would otherwise be non-qualifying for REIT purposes. The properties are operated by two third-party property managers in exchange for a management fee, and as such, we are not directly exposed to the credit risk of the property managers in the same manner or to the same extent as we are to our triple-net tenants. However, we rely on the property managers’ personnel, expertise, technical resources and information systems, proprietary information, good faith and judgment to manage our communities efficiently and effectively. We also rely on the property managers to set appropriate resident fees and otherwise operate our communities in compliance with the terms of our management agreements and all applicable laws and regulations. As of March 31, 2025, our SHOP segment consisted of 15 ILFs located in eight states, with a combined 1,732 units.

Current wording

As of June 30, 2025, our SHOP segment was comprised of two consolidated ventures that own the underlying independent living operations of 15 ILFs located in eight states, with a combined total of 1,732 units. These ventures are consolidated in our financial statements, structured to comply with REIT requirements and utilize our TRS for activities that would otherwise be non-qualifying for REIT purposes. The properties owned by each of the SHOP ventures are operated by third-party property managers in exchange for a management fee from us, and as such, we are not directly exposed to the credit risk of the property managers in the same manner or to the same extent as we are related to our triple-net tenant leases. However, we rely on the property managers’ personnel, expertise, technical resources and information systems, proprietary information, good faith and judgment to manage our communities efficiently and effectively. We also rely on the property managers to set appropriate resident fees and to operate our communities in compliance with the terms of our management agreements and all applicable laws and regulations.

Previous wording

The following tables summarize our portfolio, excluding $2.6 million for our corporate office and a credit loss reserve of $18.9 million, as of and for the three months ended March 31, 2025 ($ in thousands):

Current wording

The following tables summarize information as of and for the six months ended June 30, 2025 related to our investments portfolio, excluding $2.6 million for our corporate office and a credit loss reserve of $17.5 million ($ in thousands):

Previous wording

For the three months ended March 31, 2025, operators of facilities in our Real Estate Investments portfolio that provided 3% or more individually, and 59% collectively, of our total revenues were (parent company, in alphabetical order): Bickford Senior Living (“Bickford”); Discovery Senior Living (“Discovery”); Encore Senior Living (“Encore”); Health Services Management; NHC; Senior Living Communities (“Senior Living”); Spring Arbor and The Ensign Group.

Current wording

The operators of facilities in our Real Estate Investments portfolio that provided 3% or more individually, and 55% collectively, of our total revenues for the six months ended June 30, 2025 were: Bickford Senior Living (“Bickford”); Encore Senior Living; Health Services Management; NHC; Senior Living Communities, LLC (“Senior Living”); Spring Arbor Senior Living (“Spring Arbor”) and The Ensign Group.

Previous wording

As of March 31, 2025, our average effective annualized NOI for the lease properties in our Real Estate Investments segment was $10,465 per bed for SNFs, $14,159 per unit for SLCs, $18,497 per unit for ALFs, $8,060 per unit for ILFs, $21,673 per unit for EFCs and $49,758 per bed for the HOSPs. As of March 31, 2025, our average effective annualized NOI for the SHOP segment was $7,122 per unit.

Current wording

As of June 30, 2025, our average effective annualized NOI for leased properties in our Real Estate Investments segment was $10,087 per bed for SNFs, $13,395 per unit for SLCs, $18,950 per unit for ALFs, $7,437 per unit for ILFs, $21,687 per unit for EFCs and $49,434 per bed for HOSPs. As of June 30, 2025, our average effective annualized NOI for our SHOP segment was $8,824 per unit.

Previous wording

Substantially all of our revenues and sources of cash flows from operations are rents paid under operating leases for real estate, revenues under resident agreements and interest earned on mortgage and other notes receivable. These revenues represent a primary source of liquidity to fund our distributions to stockholders and depend upon the performance of the operators and managers. Operating difficulties experienced by our operators and managers could have a material adverse effect on their ability to meet their financial and other contractual obligations to us, as well as on our results of operations. We monitor operator performance through periodic reviews of operating results for each facility, covenant compliance and property inspections, among other activities.

Current wording

Substantially all of our revenues and sources of cash flows from operations are related to rent paid under operating leases for real estate, revenues from resident agreements and interest income from mortgage and other notes receivable. These revenues are the primary sources of liquidity to fund our distributions to stockholders, the amounts of which depend on the performance of the operators and property managers of our facilities. Operating difficulties experienced by our operators and property managers could have a material adverse effect on their ability to meet financial and other contractual obligations to us, and therefore may negatively impact our results of operations. We monitor each operator’s performance through periodic reviews of operating results and covenant compliance for each facility and through property inspections, among other activities.

Previous wording

1 This property was acquired in a deed in lieu of foreclosure transaction with Senior Living Management to satisfy the repayment of its $10.0 million mortgage note receivable. See “Cash Basis Tenants” below.

Current wording

1 This property was acquired in a deed in lieu of foreclosure transaction with Senior Living Management to satisfy the repayment of its $10.0 million mortgage with us. See “Cash Basis Tenants” below.

Previous wording

In January 2025, we acquired a 108-unit assisted living and memory care community in Montrose, Colorado. The acquisition price was $21.2 million, including $0.2 million in closing costs. The 10-year lease, which includes two five-year extension options, has an initial lease rate of 8% with fixed annual escalators of 2%.

Current wording

In January 2025, we acquired a 108-unit assisted living and memory care community in Montrose, Colorado. The acquisition price was $21.2 million, including $0.2 million in closing costs. The property is leased pursuant to a 10-year triple-net lease, which includes two five-year extension options and has an initial lease rate of 8.0% with fixed annual escalators of 2.0%.

Previous wording

In March 2025, we acquired a 120-unit assisted living and memory care community in Bergen County, New Jersey. The acquisition price was $46.3 million, including $0.3 million in closing costs. The 15-year lease, which includes two five-year extension options, has an initial lease rate of 7.95% with fixed annual escalators of 2%. The lease includes a $0.8 million capital improvement funds, which will be added to the respective lease base, if funded.

Current wording

In March 2025, we acquired a 120-unit assisted living and memory care community in Bergen County, New Jersey. The acquisition price was $46.3 million, including $0.3 million in closing costs. The property is leased pursuant to a 15-year triple-net lease, which includes two five-year extension options and has an initial lease rate of 8.0% with fixed annual escalators of 2.0%. The lease includes a $0.8 million capital improvement commitment, which will be added to the respective lease base, if funded.

Previous wording

In April 2025, we acquired a portfolio of six memory care communities located in Nebraska for a total purchase price of $63.5 million, including $0.3 million in closing costs. The 15-year master lease, which includes two five-year extension options, has an initial lease rate of 8.0% with fixed annual escalators of 2%. A deposit of $7.0 million, which was included in “Other assets, net” on the Condensed Consolidated Balance Sheet as of March 31, 2025, was applied to the purchase price. Cash on hand as of March 31, 2025 was used to fund the remaining purchase price.

Current wording

In April 2025, we acquired a portfolio of six memory care communities located in Nebraska for a total purchase price of $63.5 million, including $0.3 million in closing costs. The portfolio of properties is leased pursuant to a 15-year triple-net master lease, which includes two five-year extension options and has an initial lease rate of 8.0% with fixed annual escalators of 2.0%.

Previous wording

In March 2025, we amended a mezzanine loan agreement with affiliates of Vizion Health and funded an additional $5.3 million in the first quarter of 2025. The balance of the loan as of March 31, 2025 was $18.0 million. The amendment to the loan agreement provides for an interest rate of 9.15% and a maturity date in May 2028.

Current wording

In March 2025, we amended a mezzanine loan agreement with affiliates of Vizion Health providing for additional funding of $5.4 million. The outstanding principal balance of the loan was $17.7 million as of June 30, 2025. The amendment to the loan agreement provides for an annual interest rate of 9.2% as of June 30, 2025 and a maturity date in May 2028.

Previous wording

In May 2025, we entered into an agreement to fund up to $28.0 million on a construction loan for the development of an 84-unit assisted living and memory care facility to be located in Wyoming, Michigan and operated by Encore. The loan agreement provides for an annual interest rate of 9.0%.

Current wording

In May 2025, we entered into an agreement to fund up to $28.0 million for the development of an 84-unit assisted living and memory care facility in Wyoming, Michigan to be operated by Encore Senior Living. The loan agreement provides for an annual interest rate of 9.0% and a maturity date in April 2030. As of June 30, 2025, no amounts have been drawn on this loan.

Previous wording

In May 2025, we received $2.5 million in partial repayment of the principal on the $14.5 million unsecured loan due from SLM that is classified as non-performing. This repayment will result in a reduction of the reserve on this loan and a reduction of the credit loss expense of approximately $1.3 million in the second quarter of 2025.

Current wording

In May 2025, we received $2.5 million as a partial repayment of the unsecured loan due from Senior Living Management (“SLM”) that is classified as non-performing. This repayment resulted in a $1.3 million reduction of the credit loss reserve on this loan and the related credit loss expense in the second quarter of 2025. The remaining principal amount due on this loan was $12.0 million as of June 30, 2025.

Previous wording

Our leases for real estate are typically structured as “triple-net leases” on single-tenant properties having an initial leasehold term of 10 to 15 years with one or more five-year renewal options. As such, there may be reporting periods in which we experience few, if any, lease renewals or expirations. During the three months ended March 31, 2025, we did not have any significant renewing or expiring leases. Most of our existing leases contain annual escalators in rent payments. For financial statement purposes, rental income is recognized on a straight-line basis over the term of the lease.

Current wording

Our tenant leases are typically structured as triple-net leases and relate to single-tenant properties having an initial lease term of 10 to 15 years with one or more five-year extension options. As such, there may be reporting periods in which we experience few, if any, lease renewals or expirations. During the six months ended June 30, 2025, we did not have any significant renewing or expiring leases. Most of our existing leases contain annual rent escalators. For financial statement purposes, rental income is recognized on a straight-line basis over the respective term of the lease.

Previous wording

We lease a SLC that is subject to an outstanding purchase and sale agreement for the tenant to acquire the property for approximately $38.5 million. The purchase and sale agreement, as amended, expires in June 2025. The property continues to be classified as held and used and is leased pursuant to the existing triple-net lease that generates approximately $2.8 million in annual rent and expires in July 2027. The property will be reclassified to assets held for sale when the sale becomes probable, including when the tenant demonstrates its ability to obtain sufficient financing to close on the sale of the property within the terms of the purchase and sale agreement. The property had a net investment of $18.9 million as of March 31, 2025.

Current wording

We lease a senior living community that is subject to an outstanding purchase and sale agreement for the tenant to acquire the property for approximately $39.0 million. The purchase and sale agreement, as amended, expires in October 2025. The property was classified as a held and used asset on our condensed consolidated balance sheets as of June 30, 2025 and December 31, 2024. During each of the three and six months ended June 30, 2025 and 2024, we recognized $0.7 million and $1.4 million, respectively, of rental income related to the existing triple-net lease at this property, which expires in July 2027. The property will be reclassified to assets held for sale when the sale becomes probable, including when the tenant demonstrates its ability to obtain sufficient financing to close on the sale of the property within the terms of the purchase and sale agreement. As of June 30, 2025, the net carrying value of this real estate property was $18.8 million on our condensed consolidated balance sheet.

Previous wording

Certain of our leases contain purchase options allowing tenants to acquire the leased properties at a fixed base price plus a specified share in any appreciation, fixed base price, or a fixed minimum internal rate of return on our investment. At March 31, 2025, tenants had purchase options on four properties with an aggregate net investment of $76.6 million that will become exercisable between 2028 and 2031. Rental income from these properties with tenant purchase options was $2.5 million and $1.8 million for three months ended March 31, 2025 and 2024, respectively.

Current wording

Certain of our leases contain purchase options allowing tenants to acquire the leased properties at a fixed base price, a fixed base price plus a specified share in any appreciation of the property or a fixed minimum internal rate of return on our investment. As of June 30, 2025, tenants had purchase options on four of our properties, representing an aggregate net carrying value of $76.0 million, which have individual exercise dates between 2028 and 2031. Rental income from these properties with tenant purchase options totaled $2.5 million and $5.0 million for the three and six months ended June 30, 2025, respectively, and $2.0 million and $3.8 million for the three and six months ended June 30, 2024, respectively.

Previous wording

We cannot reasonably estimate at this time the probability that any purchase options will be exercised in the future. Consideration to be received from the exercise of any tenant purchase option is expected to exceed our net investment in the leased property or properties.

Current wording

We cannot reasonably estimate at this time the probability that any purchase options will be exercised in the future. Consideration to be received from the exercise of any tenant purchase option is expected to exceed the respective net carrying values of the properties at the time of sale.

Previous wording

The following table contains information regarding concentration in our Real Estate Investments portfolio of tenants or affiliates of tenants that exceed 10% of total revenues as of and for the three months ended March 31, 2025 and 2024, excluding $2.6 million for our corporate office, a credit loss reserve of $18.9 million and $359.8 million in real estate assets for the SHOP segment ($ in thousands):

Current wording

The following table presents information related to concentrations of tenants, or affiliates of tenants, in our Real Estate Investments segment that exceed 10% of our consolidated revenues, excluding $2.6 million for our corporate office, a credit loss reserve of $17.5 million and $360.8 million in real estate assets for the SHOP segment ($ in thousands):

Previous wording

1 Includes interest income on notes receivable and rental income from properties classified as assets held for sale.

Current wording

1 Amounts include interest income from mortgage and other notes receivable and rental income from real estate properties classified as assets held for sale.

Previous wording

2 There is no tenant concentration in “Resident fees and services” because these agreements are with individual residents.

Current wording

2 There are no tenant concentration in revenues from resident fees and services because the related agreements are with individual residents.

Previous wording

As of March 31, 2025, we leased ten retirement communities to Senior Living. We have provided a $15.0 million revolving line of credit to Senior Living, whose borrowings under the revolver are to be used for working capital needs and to finance construction projects within its portfolio, including building additional units. The revolver matures in December 2031 at the time of the Senior Living lease maturity. At March 31, 2025, the revolver was fully funded and bore interest at 8.0% per annum.

Current wording

As of June 30, 2025, we leased ten retirement communities to Senior Living. We have provided a $15.0 million revolving line of credit to Senior Living whose borrowings under the revolver are to be used for working capital needs and to finance construction projects within its portfolio, including building additional units at existing facilities. The revolver matures in December 2031, which is also when the Senior Living leases mature. As of June 30, 2025, the outstanding balance on the revolver was $14.0 million and bore an annual interest rate of 8.0%.

Previous wording

As of March 31, 2025, we leased 38 facilities to Bickford under four master leases. Bickford has been on the cash basis of revenue recognition since the second quarter of 2022 based upon information obtained from Bickford regarding its financial condition that has raised substantial doubt as to its ability to continue as a going concern.

Current wording

As of June 30, 2025, we leased 38 facilities to Bickford under four master leases. Bickford has been on the cash basis of revenue recognition since the second quarter of 2022 based upon information we obtained from Bickford regarding its financial condition that has raised substantial doubt as to its ability to continue as a going concern.

Previous wording

The master lease for the three ILFs and 32 SNFs leased to NHC expires on December 31, 2026. The master lease contains two additional five-year renewal options at a fair rental value as negotiated between the parties. We have engaged Blueprint Healthcare Real Estate Advisors, a national advisory firm focused on skilled nursing and senior housing, to assist with underwriting, diligence, and market analysis with respect to the master lease renewal.

Current wording

The master lease for the three ILFs and 32 SNFs leased to NHC expires on December 31, 2026. The master lease contains two five-year extension options at a fair market rental value as negotiated between the parties. We have engaged Blueprint Healthcare Real Estate Advisors, a national advisory firm focused on skilled nursing and senior housing, to assist with underwriting, diligence, and market analysis with respect to the master lease renewal.

Previous wording

We had two tenants, including Bickford, on the cash basis of accounting for revenue recognition for their leasing arrangements based on our assessment of each tenant’s ability to satisfy its contractual obligations as of March 31, 2025. As of March 31. 2024, we had three tenants, including Bickford, on the cash basis of accounting for revenue recognition for their leasing arrangements. Cash rents received from these tenants for the three months ended March 31, 2025 and 2024 were as follows ($ in thousands):

Current wording

We had two tenants, including Bickford, on the cash basis of accounting for revenue recognition during the three and six months ended June 30, 2025 for their leasing arrangements with us based on our assessment of each tenant’s ability to satisfy its contractual obligations under the terms of the respective leases. During the three and six months ended June 30, 2024, we had three tenants, including Bickford, on the cash basis of accounting for revenue recognition related to their leasing arrangements with us.

Showing the first 40 of 106 pairs. Open the source sections for the rest.

Rearranged current paragraphs (5)

Current report — wording carried from elsewhere

Financial highlights for the six months ended June 30, 2025, compared to the same period in 2024, were as follows:

Current report — wording carried from elsewhere

•Escrow funds received for reimbursement of property operating expenses totaled $5.8 million for the six months ended June 30, 2025, compared to $5.5 million for the six months ended June 30, 2024, and are reflected as a component of rental income. The increase in the reimbursement income and corresponding property operating expenses is due to increased amounts received from tenants and expenses paid on their behalf.

Current report — wording carried from elsewhere

•Interest income from mortgage and other notes receivable increased $0.9 million, or 7.7%, primarily due to new and existing loan fundings, net of paydowns on loans since the end of the second quarter of 2024.

Current report — wording carried from elsewhere

•Proxy contest and related expense represent proxy advisory costs incurred related to our response to a proxy campaign associated with our 2025 annual stockholders meeting. There were no similar costs incurred during the six months ended June 30, 2024.

Current report — wording carried from elsewhere

In June 2025, we entered into ATM forward sales agreements with a financial institution to sell shares of our common stock which mature in the second quarter of 2026. We sold 1.3 million shares on a forward basis at a weighted average price of $71.41 per common share, net of sales agent fees, which totaled $91.8 million. We did not receive any proceeds from the sale of shares of our common stock to the forward purchasers at the time of the sale.
Rearranged previous paragraphs (3)

Previous report — wording carried elsewhere

(2) debt offerings, including bank lines of credit and term debt, both unsecured and secured, and (3) the sale of equity securities. Our SHOP segment is comprised of two ventures that own the operations of 15 ILFs that provide residential living and other services for residents located throughout the United States that are operated on behalf of the Company by independent managers pursuant to the terms of separate management agreements. The third-party managers, or related parties of the managers, own equity interests in the respective ventures.

Previous report — wording carried elsewhere

October 16, 2024. Our unsecured private placement note agreements include a rate increase provision that is effective if any rating agency lowers our credit rating below investment grade and our compliance leverage increases to 50% or more. Any reduction in outlook or downgrade in our credit ratings from the rating agencies could negatively impact our costs of borrowings.

Previous report — wording carried elsewhere

For all periods presented, Adjusted EBITDA reflects GAAP interest expense, which excludes amounts capitalized during the period.