NATIONAL HEALTH INVESTORS INC
For the period ended Sep 30, 2025. Filed Nov 6, 2025.
View on SEC.govAbout 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.
Sep 30, 2025 · Filed Nov 6, 2025
What changed in Management’s Discussion and Analysis?
Read the current filingPrevious 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 OperationsCurrent report: 10-Q
Period ended 2025-09-30; filed 2025-11-06.
0000877860-25-000183
Item 2. Management's Discussion and Analysis of Financial Condition and Results of OperationsThe 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 220 previous paragraphs and 232 current paragraphs.
86 unchanged; 106 reworded; 40 added; 22 removed; 6 previous and 0 current paragraphs rearranged.
Tables are not compared: 24 previous and 25 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 (40)
Current report
Our investments in real estate properties include independent living facilities (“ILF”), assisted living facilities (“ALF”), entrance-fee communities (“EFC”), senior living campuses (“SLC”), skilled nursing facilities (“SNF”) and hospitals (“HOSPs). We classify ILFs, ALFs, EFCs and SLCs as senior housing investments and classify SNFs and HOSPs as medical facility investments. Senior housing properties (“SHO”) are the combination of ILFs, ALFs, EFCs and SLCs and are also referred to as senior housing communities.
Current report
In our Real Estate Investments segment, our revenues primarily relate to triple-net leases with third-party operators at our properties. Additionally, we recognize interest income from financing arrangements we provide to our tenants, operators or other third parties primarily for construction, renovation and expansion projects, funding of working capital or corporate needs and the acquisition of real estate properties. Our SHOP segment is comprised of senior housing communities from which we generate revenues from resident fees and services on each unit. We utilize third-party managers to operate these properties on our behalf and pay a management fee for their services. Our investments are funded primarily through (1) operating cash flows, (2) debt offerings, revolving lines of credit and term loans and (3) sales of equity securities.
Current report
2 Total real estate properties exclude $2.6 million of gross carrying values related to our corporate office and equipment, which are classified as non-segment / corporate assets. Mortgage and other notes receivable exclude total credit loss reserves of $15.4 million.
Current report
The following table provides a summary of the impact of the seven transitioned properties on our SHOP segment NOI for the nine months ended September 30, 2025($ in thousands):
Current report
Discovery Transitions
Current report
Effective August 1, 2025, we terminated a triple-net master lease associated with a portfolio of six senior housing properties, consisting of four SLCs, one ILF and one ALF, which were held in a consolidated real estate partnership with Discovery Senior Housing Investor XXIV, LLC (the “Discovery partner”). The tenant of the triple-net master lease was a related party of Discovery Senior Living (“Discovery”). In connection with the lease termination, we received net cash consideration of $3.1 million and other non-cash consideration of $0.6 million from the tenant and wrote off the related straight-line rents receivable of $8.9 million on this lease. Each of these amounts was recognized in rental income in our condensed consolidated statements of income included in this report for the three and nine months ended September 30, 2025. Additionally, on August 1, 2025, we entered into a dissolution agreement with the Discovery partner, which provided for the write-off of the remaining partnership liabilities against the equity in the partnership and the Discovery partner contributing its 2.0% noncontrolling common equity interest to us for nominal consideration.
Current report
Reference Notes 5 and 15 to the condensed consolidated financial statements included in this report.
Current report
Fourth Quarter 2025 Acquisitions
Current report
On October 1, 2025, we acquired a portfolio of four senior housing communities located in Oklahoma and Oregon, consisting of two SLCs and two ALFs with a combined total of 344 residential units. The total purchase price of $74.3 million, including $0.5 million in closing costs, was partially funded by the cancellation of a $9.5 million mortgage note with us which had an 8.5% interest rate. This portfolio of properties has been included in our SHOP segment and will continue to be managed by the existing operator, Compass Senior Living.
Current report
On October 31, 2025, we acquired a 251-unit CCRC located in South Carolina from Senior Living. The acquisition price of $52.5 million was partially funded by the cancellation of a $32.7 million mortgage note on the property. The property is being leased back to Senior Living pursuant to a 15-year triple-net lease with two five-year extension options, an initial lease rate of 8.25% and fixed annual escalators of 2.0%. Concurrently with the acquisition, we executed a $1.5 million revolving line of credit with Senior Living. Reference the “Senior Living Loans” section in Note 4 to the condensed consolidated financial statements included in this report for additional information on the canceled mortgage note.
Current report
1 Real estate properties have been stated at their gross carrying values. Total real estate properties, as presented in the table above, exclude $2.6 million related to our corporate office and equipment and exclude $551.8 million related to the properties in our SHOP segment.
Current report
2 Mortgages and notes have been stated at their gross carrying values. Mortgages and notes, as presented in the table above, exclude total credit loss reserves of $15.4 million as of September 30, 2025.
Current report
3 Revenues, as presented in the table above, include rental income and interest income from assets classified as held for sale, if any.
Current report
As of September 30, 2025, we had a $32.7 million mortgage note due from Senior Living related to a 251-unit CCRC in South Carolina. As previously discussed, in October 2025, the outstanding principal on this mortgage note was applied to the consideration paid when we acquired this property. Concurrently with this acquisition, we executed a triple-net lease with Senior Living and provided a new $1.5 million revolving line of credit which bears an initial annual interest rate of 8.25%. Reference the “Fourth Quarter 2025 Acquisitions” section above for additional information on the acquisition.
Current report
Bickford
Current report
On September 8, 2025, we provided formal written notice to NHC that it is in default of the triple-net master lease as a result of NHC’s failure to remedy its non-compliance with certain non-monetary provisions of the triple-net master lease previously identified by us. NHC had 30 days to cure such default and its failure to do so entitles us to declare an event of default and to pursue any and all remedies available to us under the triple-net master lease. We are currently evaluating potential courses of action.
Current report
On October 7, 2025, NHC informed us that it was exercising its option to renew the master lease for one five-year term commencing January 1, 2027. We are currently reviewing the effectiveness and legality of NHC’s notice.
Current report
Senior Living Management
Current report
1 Amounts are based on real estate properties in the SHOP portfolio as of December 31, 2024.
Current report
Impairments and Credit Loss Reserves
Current report
NM - Not meaningful
Current report
•Rental income decreased $1.1 million, or 1.8%, primarily due to the concurrent transactions executed on August 1, 2025, which resulted in the transfer of seven properties from the Real Estate Investments segment to the SHOP segment. We recognized an aggregate $6.9 million reduction in rental income, which included $12.1 million in write offs related to straight-line rents receivable. This decrease was partially offset by new investments funded since September 2024, net of real estate properties disposed of since September 2024. 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 $1.9 million, or 62.6%, due to the operations of the seven properties transitioned into the SHOP segment on August 1, 2025.
Current report
•Interest income from mortgage and other notes receivable increased $0.7 million, or 12.4%, primarily due to the collection of interest and fees on note paydowns in the current period.
Current report
•Interest expense decreased $1.2 million, or 7.9%, primarily due to a decrease in interest rates on our variable rate debt.
Current report
•Loan and realty (gains) losses, net, was a net gain of $2.0 million for the three months ended September 30, 2025 compared to a net loss of $3.4 million for the three months ended September 30, 2024. The net gain in the current year period primarily related to a reduction in our credit loss reserves related to notes paid off during the current period. The net loss in the prior year period primarily related to an increase in the credit loss reserve on a mezzanine loan due from SLM.
Current report
•Other expenses increased $1.7 million, or 34.0%, primarily due to higher incentive compensation costs and increases in professional fees and other purchased services.
Current report
NM Not meaningful
Current report
•Resident fees and services, less senior housing operating expenses, increased $2.9 million, or 32.6%, primarily due to the operations of the seven properties transitioned into the SHOP segment on August 1, 2025.
Current report
•Interest income from mortgage and other notes receivable increased $1.6 million, or 9.3%, primarily due to the collection of interest and fees on note paydowns in the current period.
Current report
•Interest expense decreased $1.6 million, or 3.5%, primarily due to a decrease in interest rates on our variable rate debt.
Current report
NM Not meaningful
Current report
2033 Senior Notes - On September 22, 2025, we issued $350.0 million in aggregate principal amount of 5.35% unsecured senior notes that mature in February 2033 (the ”2033 Senior Notes”). The 2033 Senior Notes were sold at an issue price of 98.903% of face value, before the underwriters’ discount. Our net proceeds from the 2033 Senior Notes offering, after deducting underwriting discounts and expenses, were $342.5 million. We used the net proceeds to repay existing indebtedness. Interest on the 2033 Senior Notes is due semi-annually beginning in February 2026. The 2033 Senior Notes are subject to affirmative and negative covenants, including financial covenants. As of September 30, 2025 we were in compliance with these covenants.
Current report
Private Placement Notes - As of September 30, 2025, we had $150.0 million of principal amounts outstanding on our unsecured private placement notes. On November 3, 2025, we repaid $50.0 million of these notes upon maturity. The remainder of the private placement notes mature in January 2027 and have an annual interest rate of 4.51%.
Current report
Equity and Dividends
Current report
In the third quarter of 2025, we issued 0.2 million shares of common stock, representing full settlement of the remaining March 2025 ATM forward sales agreements at a weighted average forward price of $73.96 per common share for proceeds of $11.4 million.
Current report
A summary of our contractual obligations as of September 30, 2025 follows($ in thousands):
Current report
A summary of our outstanding loan commitments as of September 30, 2025 follows ($ in thousands):
Current report
A summary of our outstanding development commitments as of September 30, 2025 follows ($ in thousands):
Current report
A summary of our outstanding contingencies related to lease inducements as of September 30, 2025 follows ($ in thousands):
Removed paragraphs (22)
Previous report
Third Quarter of 2025 Investments Activity
Previous 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.
Previous report
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 report
Reference the section on “Tenant Concentrations” above.
Previous report
•Escrow funds received for reimbursement of property operating expenses totaled $2.9 million for the three months ended June 30, 2025, compared to $2.8 million for the three months ended June 30, 2024, and are reflected as a component of rental income. The related property operating expenses are recognized in taxes and insurance on leased properties in our condensed consolidated statements of 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.
Previous report
•Resident fees and services, less senior housing operating expenses, increased $0.9 million, or 29.4%, primarily due to increased revenues from higher occupancy and revenue per occupied room in our SHOP segment in the current period. Reference Note 5 to the condensed consolidated financial statements included in this report.
Previous report
•Interest income from mortgage and other notes receivable increased $0.4 million, or 6.9%, primarily due to new and existing loan fundings, net of paydowns on loans, since the end of the second quarter of 2024.
Previous 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.
Previous 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.
Previous report
•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.
Previous 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.
Previous report
•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.
Previous 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 $0.5 million in refunds of franchise taxes in the prior year period.
Previous report
Concurrently with the amendment and restatement of our Credit Facility, we amended the 2025 Term Loan to, among other things, modify the representations, covenants, financial covenants, and events of default to align with the same provisions in the Credit Facility.
Previous report
Equity
Previous report
As of June 30, 2025, our contractual payment obligations were as follows($ in thousands):
Previous report
A summary of information related to our loan commitments as of June 30, 2025 follows ($ in thousands):
Previous report
Reference Note 9 to our condensed consolidated financial statements included in this report for additional information on our loan commitments. As provided above, the funded amount of loans does not include the effects of discounts or commitment fees.
Previous report
In the first quarter of 2024, our board of directors approved additional investments of up to $25.0 million for our existing leased properties in the Real Estate Investments segment. Projects that qualify for these funds are designed to assist the current tenants with improving the net operating results of the facilities. The base rent of these properties will increase as a result of these investments, generally at a lease rate of no less than 8.0% applied to the amount expended. Identification and oversight of qualified projects are within the control of our management. Funds are expected to be expended within two years of project approval.
Previous report
A summary of information related to our development commitments as of June 30, 2025 follows ($ in thousands):
Previous report
1 Qualified project funds as described above
Previous report
A summary of information related to our contingencies for lease inducement as of June 30, 2025 follows ($ in thousands):
Reworded paragraphs (106)
Previous 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;
Current wording
•We depend on the operating success of our tenants, managers 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 property managers, tenants and borrowers may become subject to bankruptcy or insolvency proceedings;
Current wording
•We are exposed to the risk that our tenants, managers 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 property 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 managers’, tenants’ and borrowers’ business and results of operations;
Previous wording
•We are exposed to risks related to governmental regulation and payors, principally Medicare and Medicaid, and the effect of changes to laws, regulations and reimbursement rates on our tenants’ and borrowers’ business;
Current wording
•We are exposed to risks related to governmental regulations and payors, principally Medicare and Medicaid, and the effect of changes in laws, regulations and reimbursement rates on our tenants’ and borrowers’ business;
Previous 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;
Current wording
•We are exposed to the risk that the cash flows of our tenants, managers 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 property managers, tenants and borrowers against future litigation;
Current wording
•We are exposed to the risk that we may not be fully indemnified by our tenants, managers and borrowers against future litigation;
Previous 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;
Current wording
•We are exposed to risks associated with our investment 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
•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;
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 sales of shares of our common stock;
Previous 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.
Current wording
Reference Part I, Item 1, “Business”, Part I, Item 1A, “Risk Factors” 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 additionally Part II, Item 1A, “Risk Factors” in this Quarterly Report on Form 10-Q for a further discussion of these risks, 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 related to us. These risks and uncertainties are not the only ones facing us. 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 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 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.
Current wording
National Health Investors, Inc., established in 1991 as a Maryland corporation, is a self-managed REIT specializing in sale- leaseback, joint venture, 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.
Previous 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.
Current wording
As of September 30, 2025, our investments in the Real Estate Investments segment included real estate properties and financing arrangements involving 188 properties located in 32 states. We had 118 SHOs, 68 SNFs and two HOSPs representing an aggregate gross carrying value of $2.5 billion leased to 30 tenants. The aggregate gross carrying value of our mortgage and other notes receivable was $224.6 million, excluding $15.4 million of credit loss reserves 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 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).
Current wording
We classify 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 or discretionary.
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 federal and state regulatory oversight and, in the case of hospitals, Joint Commission accreditation.
Current wording
Medical Facilities within our Real Estate Investments segment receive payment for services 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 facilities are subject to federal and state regulatory oversight and, in the case of hospitals, Joint Commission accreditation.
Previous 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.
Current wording
As of September 30, 2025, our investments in the SHOP segment included 17 ILFs, four SLCs, one ALF that are located in 12 states with a combined total of 2,670 residential units representing an aggregate gross carrying value of $551.8 million. We have structured the operations at these senior housing communities to comply with the requirements of the REIT Investment Diversification and Empowerment Act of 2007 (“RIDEA”) and to utilize our TRS for activities that would otherwise be non-qualifying for REIT purposes. The properties are operated by third-party managers in exchange for a management fee from us, and as such, we are not directly exposed to the credit risk of the 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 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 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 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):
Current wording
The following tables summarize information related to the investment portfolios of our Real Estate Investments and SHOP segments as of September 30, 2025 and for the nine months ended September 30, 2025 ($ in thousands):
Previous wording
1 Amounts exclude non-segment NOI and corporate NOI
Current wording
1 Amounts exclude non-segment / corporate NOI.
Previous wording
The following table provides a summary based on geographic concentrations of our NOI, excluding non-segment NOI and corporate NOI($ in thousands):
Current wording
The following table provides a summary of our NOI, excluding non-segment / corporate NOI, based on geographical location($ in thousands):
Previous 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.
Current wording
The tenants in our Real Estate Investments segment that each provided 3% or more of our total revenues for the nine months ended September 30, 2025 were Bickford Senior Living (“Bickford”), Encore Senior Living, NHC, Senior Living Communities, LLC (“Senior Living”) and The Ensign Group. Collectively, our revenues from these tenants were 46.0% of our total revenues.
Previous 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.
Current wording
As of September 30, 2025, our average effective annualized NOI for leased properties in our Real Estate Investments segment was $19,430 per unit for ALFs, $15,234 per unit for SLCs, $6,495 per unit for ILFs, $21,697 per unit for EFCs, $10,117 per bed for SNFs and $49,434 per bed for HOSPs. As of September 30, 2025, the average effective annualized NOI for our SHOP segment was $8,846 per unit.
Previous 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.
Current wording
Substantially all of our revenues and cash flows from operations are derived from rental income on tenant leases at our real estate properties, service fees on resident agreements at our senior housing communities and interest income earned on our mortgage and other notes receivable. These revenues are the primary sources of liquidity we use to fund our distributions to stockholders, the amounts of which depend on the performance of the operators and managers of our facilities. Any operating difficulties experienced by these parties could have a material adverse effect on their ability to meet financial and other contractual obligations with us and therefore may negatively impact our results of operations. We monitor the performance of our operators and managers through periodic reviews of their operating results and covenant compliance and through property inspections, among other activities.
Previous wording
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 wording
In connection with the passing of the One Big Beautiful Bill Act on July 4, 2025, certain changes to U.S. tax laws 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.
Previous wording
During the six months ended June 30, 2025, we completed the following real estate acquisitions within our Real Estate Investments segment($ in thousands):
Current wording
During the nine months ended September 30, 2025, we completed the following real estate acquisitions within our Real Estate Investments segment($ in thousands):
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 with us. See “Cash Basis Tenants” below.
Current wording
1 This property was acquired in a deed in lieu of foreclosure transaction initiated by Senior Living Management to satisfy the repayment of its $10.0 million mortgage with us. Reference the “Senior Living Management” section below for additional information.
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 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%.
Current wording
In January 2025, we acquired a 108-unit SLC 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, an initial lease rate of 8.0% and 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 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.
Current wording
In March 2025, we acquired a 120-unit ALF 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, an initial lease rate of 8.0% and fixed annual escalators of 2.0%. The lease includes a $0.8 million development 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 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%.
Current wording
In April 2025, we acquired a portfolio of six ALF and 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
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 wording
Concurrently with the activities above, we entered into agreements with an affiliate of Sinceri Senior Living (“Sinceri”) to serve as manager of the properties and transitioned the portfolio of six senior housing properties from our Real Estate Investments segment into our SHOP segment. The aggregate net carrying value of this portfolio was $125.3 million as of September 30, 2025. Prior to the transition, we recognized rental income of $0.5 million and $3.2 million during the three and nine months ended September 30, 2025, respectively, and $1.5 million and $4.6 million during the three and nine months ended September 30, 2024, respectively, in our condensed consolidated statements of income included in this report related to the triple-net master lease.
Previous wording
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 wording
Also, effective August 1, 2025, we terminated a triple-net lease with an affiliate of Discovery for an ILF in Oklahoma. In connection with the lease termination, we received $0.8 million in cash consideration and $0.8 million in other non-cash consideration from the tenant and wrote off the related straight-line rent receivable of $3.2 million on this lease. Each of these amounts was recognized in rental income in our condensed consolidated statements of income included in this report for the three and nine months ended September 30, 2025. Concurrently with the lease termination, we transitioned this property from our Real Estate Investments segment into our SHOP segment by contributing it to an existing consolidated partnership with DSHI NHI Holiday LLC (the “Discovery member”). As of September 30, 2025, the net carrying value of this property was $28.6 million. Prior to the transition, we recognized rental income of $0.2 million and $1.6 million during the three and nine months ended September 30, 2025, respectively, and $0.7 million and $2.1 million during the three and nine months ended September 30, 2024, respectively, in our condensed consolidated statements of income included in this report related to the triple-net lease.
Previous 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.
Current wording
In March 2025, we amended a mezzanine loan agreement with affiliates of Vizion Health to provide for additional funding of $5.4 million and to extend the maturity date to May 2028. The interest rate on the loan escalates on July 1 of each year. As of September 30, 2025, the principal amount outstanding on the loan was $17.2 million and the interest rate was 9.4%.
Previous 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.
Current wording
In May 2025, we entered into a construction loan agreement to fund up to $28.0 million for the development of an 84-unit ALF and memory care facility in Michigan which will be operated by Encore Senior Living upon completion. The loan agreement provides for an annual interest rate of 9.0% and a maturity date in April 2030. As of September 30, 2025, the principal amount outstanding on this construction loan was $2.8 million.
Previous 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.
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 nine months ended September 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. Reference the “Discovery Transitions” section in Note 3 to the condensed consolidated financial statements included in this report for information on our lease terminations in the third quarter of 2025.
Previous 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):
Current wording
The following table presents information related to concentrations of our tenants, or affiliates of tenants, that exceed 10% of total revenues included in our condensed consolidated statements of income included in this report for the periods indicated ($ in thousands):
Previous wording
2 There are no tenant concentration in revenues from resident fees and services because the related agreements are with individual residents.
Current wording
4 There are no tenant concentrations in revenues from resident fees and services because the residency agreements are between us and the individual residents.
Previous wording
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 wording
For the nine months ended September 30, 2025 and 2024, we recognized straight-line rent revenue of $(0.5) million and $(0.4) million, respectively, and interest income of $2.6 million and $2.7 million, respectively, related to our Senior Living investments. We recognized straight-line rent revenue of $0.5 million and $0.2 million related to NHC for the nine months ended September 30, 2025 and 2024, respectively. We recognized interest income of $1.9 million and $2.1 million for the nine months ended September 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.
Previous 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%.
Current wording
As of September 30, 2025, we leased 10 senior housing properties to Senior Living. We provided a $15.0 million revolving line of credit to Senior Living which is available for working capital needs and to finance construction projects within Senior Living’s portfolio, including projects to build additional units at existing facilities. The revolving line of credit matures in December 2031 concurrent with the maturity of the Senior Living leases. As of September 30, 2025, the outstanding balance on the Senior Living revolving line of credit was $6.8 million and the interest rate was 8.0%.
Previous 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.
Current wording
As of September 30, 2025, we leased 38 facilities to Bickford under four master leases. We have been recognizing revenues from Bickford’s leases on a cash basis since the second quarter of 2022 based upon information we obtained from Bickford regarding its financial condition that raised substantial doubt about 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 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.
Current wording
As of September 30, 2025, we leased 32 SNFs and three ILFs to NHC under a triple-net master lease that expires on December 31, 2026. The lease contains two five-year extension options at a fair market rental value to be negotiated between the parties. We have engaged Blueprint Healthcare Real Estate Advisors, a national advisory firm focused on skilled nursing and senior housing facilities, to assist with underwriting, due 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 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.
Current wording
We had two tenants, including Bickford, on the cash basis of accounting for revenue recognition during the three and nine months ended September 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 nine months ended September 30, 2024, we had three tenants, including Bickford, on the cash basis of accounting for revenue recognition related to their leasing arrangements with us.
Previous wording
Lease payments received from cash basis tenants were as follows ($ in thousands):
Current wording
A summary of lease payments received from cash basis tenants were as follows ($ in thousands):
Previous wording
SLM was a cash basis tenant from 2022 until January 1, 2025 when the remaining two properties leased to SLM were transitioned to a new operator who had been serving as the interim manager of the properties. Concurrently with this transaction, we executed a 15-year triple-net master lease with the new operator, which includes two five-year extension options. This master lease has approximately $1.1 million in annual contractual lease payments with fixed annual escalators of 2.0%.
Current wording
Senior Living Management (“SLM”) was a cash basis tenant from 2022 until January 1, 2025 when the remaining two properties leased from us were transitioned to a new operator who had been serving as the interim manager at the properties. Concurrently with this transaction, we executed a 15-year triple-net master lease with a new operator which includes two five-year extension options. This master lease provides for approximately $1.1 million in initial annual contractual lease payments with fixed annual escalators of 2.0%.
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Previous report — wording carried elsewhere
1 Amounts exclude non-segment NOI and corporate NOI
Previous report — wording carried elsewhere
Write-downs of Real Estate Properties, Mortgage and Other Notes Receivable
Previous report — wording carried elsewhere
•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.
Previous report — wording carried elsewhere
•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.
Previous report — wording carried elsewhere
•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.
Previous report — wording carried 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.