NATIONAL HEALTH INVESTORS INC

Note 1. Description of the Business

National Health Investors, Inc. (“NHI”, the “Company”, “we”, “our”, “ours” and “us”), established in 1991 as a Maryland corporation, is a self-managed real estate investment trust (“REIT”). We own, lease, operate and finance the development of high-quality real estate properties throughout the United States, focusing on senior housing communities and medical facilities. Our investments in senior housing communities (“SHO”) include independent living facilities (“ILF”), assisted living facilities (“ALF”), entrance fee communities (“EFC”) and senior living campuses (“SLC”). Our investments in medical facilities include skilled nursing facilities (“SNF”) and hospitals (“HOSP”). We operate throughtwo reportable segments, Real Estate Investments and Senior Housing Operating Portfolio (“SHOP”).

As of September 30, 2026, our Real Estate Investments segment included gross real estate investments of $2.4 billion in 136 owned properties, located in 29 states and leased to 26 tenants primarily under triple-net leases. These investments were comprised of 87 ALFs,12 EFCs, six SLCs,30 SNFs andone HOSP. Our Real Estate Investments segment also included $224.6 million of principal amounts outstanding on mortgage and other notes receivable as of September 30, 2026. In addition, we hadone property classified as assets held for sale as of September 30, 2026.

As of September 30, 2026, our SHOP segment consisted of gross real estate investments of $860.1 million in 42 properties, located in 16 states and comprised of 22 ILFs,13 SLCs andseven ALFs with a combined total of 4,001 units. We outsource the senior housing operations at the properties in our SHOP segment to third-party management companies that are paid a management fee for operating these properties on our behalf. As of September 30, 2026,16 of the properties in our SHOP segment were held in consolidated partnerships in which the noncontrolling common equity interest holders are affiliates of the respective managers operating these properties on our behalf.

References in these condensed consolidated financial statements related to property and unit counts are outside the scope of our independent registered accounting firm’s review.

Note 2. Significant Accounting Policies

Basis of Presentation

The accompanying unaudited condensed consolidated financial statements have been prepared in accordance with United States (“U.S.”) generally accepted accounting principles (“GAAP”) for interim financial statements. In our opinion, these condensed consolidated financial statements reflect all adjustments, including normal recurring adjustments, necessary for a fair presentation. Interim results of operations are not necessarily indicative of the results that may be achieved for a full year. These condensed consolidated financial statements and related notes do not include all information and notes required by GAAP for annual reports. These interim condensed consolidated financial statements should be read in conjunction with the audited consolidated financial statements and accompanying notes included in our Annual Report on Form 10-K for the year ended December 31, 2025 that was filed with the Securities and Exchange Commission (“SEC”).

Principles of Consolidation

Our condensed consolidated financial statements include our wholly owned subsidiaries and partnerships that we control through voting rights or other means. All intercompany transactions and balances are eliminated in consolidation.

Certain of our partnerships meet the criteria for classification as VIEs. If we conclude that we are the primary beneficiary of a VIE, we consolidate the entity. We reassess the designation of an entity as a VIE upon certain events including, but not limited to, (i) a change in the contractual arrangements of the entity or in the ability of a party to exercise its participation or kick-out rights, (ii) a change to the capitalization structure of the entity or (iii) acquisitions or dispositions of interests in the entity that constitute a change in control. Reference Note 17 for additional information on our VIEs.

We use the equity method of accounting when we own an interest in an entity over which we can exert significant influence but cannot control the entity’s operations. We discontinue the equity method of accounting if our investment in an entity, including our net advances to the entity, is reduced to zero, except in those instances in which we have guaranteed the obligations of the entity or are otherwise committed to provide further financial support to the entity. Reference Note 6 for additional information on our equity method investment.

Reclassifications

Certain prior year amounts in these condensed consolidated financial statements and accompanying notes have been reclassified to conform with the presentation in the current periods. We made reclassification adjustments to certain line items within our condensed consolidated balance sheet and within operating cash flows on our condensed consolidated statement of cash flows.

Segments

We conduct our business and evaluate the operating performance of our business throughtwo reportable segments. In our Real Estate Investments segment, we invest in SHOs and medical facilities and lease these properties to third-party healthcare operators. In addition, we enter into financing arrangements with our tenants, or their affiliates, and other third-party healthcare operators which are primarily used to fund their acquisitions, construction projects and other operating needs. In our SHOP segment, we invest in SHOs and utilize third-party managers to operate these properties on our behalf.

Revenue Recognition

Rental Income

We generate rental income from the real estate properties in our Real Estate Investments segment pursuant to leases between us and the tenants who operate these properties. These leases are typically triple-net operating leases with fixed annual rent escalators. We recognize the contractual amounts of base rental income from a tenant lease on a straight-line basis over the initial term of the lease, subject to a collectability assessment, and typically do not include extension terms until they are exercised. Certain of our tenant leases provide for additional contingent rent based on a percentage of the tenant’s revenues exceeding a specified base amount or threshold defined in the individual lease agreement. We recognize contingent rent as rental income beginning in the period in which the tenant’s actual reported revenues exceed the applicable base amount or threshold.

Our triple-net lease agreements include terms that require our tenants to pay the property taxes and insurance of the respective leased properties either directly to the third-party providers or as a reimbursement to us. Under Financial Accounting Standards Board’s (“FASB”) Accounting Standards Codification (“ASC”) 842, Leases (“ASC 842”), we elected the lessor practical expedient to combine lease and non-lease components of our tenant leases and determined the lease component is the predominant component. As a result, we recognize both the contractual amounts of rent due to us and tenant reimbursements of property taxes and insurance as rental income in our condensed consolidated statements of income in accordance with ASC 842. The corresponding expenses for property taxes and insurance are recognized in taxes and insurance on leased properties in our condensed consolidated statements of income.

Certain of our tenant leases include terms that may require us to make lease incentive payments to our tenants. Lease incentives are capitalized and recognized in other assets, net, on our condensed consolidated balance sheets. Amortization of lease incentives is recognized over the respective lease terms as a reduction of rental income. Some of our lease incentives are inducements subject to a contingent event. We recognize contingent lease inducements in the period in which the uncertainty associated with the contingent consideration becomes probable that it will be subsequently resolved and that a significant reversal of amounts recognized in revenues is not likely to occur.

We assess the collectability of lease payments due from tenants on a regular basis taking into consideration factors such as a change in the tenant’s payment history, the current financial condition of the tenant, other new business or market conditions that may affect the tenant’s operations and changes in economic conditions in the geographical areas where the tenant operates. In the event that we determine the future collectability of substantially all lease payments of a tenant is no longer probable, we write off the related accounts receivable and straight-line rents receivable in the period in which this determination becomes known as a reduction of rental income and begin recognizing rental income from the tenant on a cash basis. Any recoveries of previously written-off accounts receivable are recognized as rental income in the period payment is received.

Resident Fees and Services

We generate resident fees and services revenues from the SHOs in our SHOP segment pursuant to independent agreements for each residential unit at these communities. These revenues include resident room and care charges, community fees and other charges for optional services available to the residents. Resident agreements generally have terms of 30 days toone year and are cancelable by the resident with 30-days notice. Under ASC 842, we elected the lessor practical expedient to combine lease and non-lease components of our resident agreements and determined the non-lease component is the predominant component. As a result, we recognize revenues from resident fees and services when the performance obligations have been met in accordance with ASC 606, Revenue Recognition from Contracts with Customers (“ASC 606”). We typically bill residents a fixed monthly fee at the beginning of each month for room fees and general care services. Certain of the more individualized need-based and optional services are billed to residents monthly in arrears. Community fees are billed to residents upon move-in and recognized as revenue over periods of less than two years.

Interest Income from Mortgage and Other Notes Receivable

We recognize interest income as earned based on the interest rates and principal amounts outstanding on our mortgage and other notes receivable. Accrued interest on mortgage and other notes receivable is included in other assets, net, on our condensed consolidated balance sheets. We assess the collectability of our mortgage and other notes receivable on a regular basis taking into consideration factors such as the borrower’s timeliness of required payments, the borrower’s current financial condition and the borrower’s compliance with other covenants and terms of the loan agreement. If we conclude that a loan has become non-performing, we place it on non-accrual status in the period in which it becomes known and probable that the borrower cannot pay the contractual amounts due to us. A non-performing loan is returned to accrual status if the borrower becomes contractually current on payments and we believe thatall future principal and interest payments will be received from the borrower in accordance with the terms of the loan agreement.

Real Estate Properties

Our investments in real estate properties are accounted for as asset acquisitions. We allocate the purchase price, including transaction costs, to the identifiable tangible and intangible assets acquired based on the relative fair values of the assets as of the acquisition date. Contingent consideration deemed to be probable at the acquisition date, if any, is also included in the purchase price allocation if the uncertainty associated with the contingent consideration has been resolved and a significant reversal of amounts recognized is not likely to occur. In our SHOP segment, we recognize intangible assets for in-place resident leases assumed in connection with the acquisition of real estate properties. These intangibles are recognized at their fair values as of the respective acquisition dates and included in real estate properties, net, on our condensed consolidated balance sheets.

We use the straight-line method of depreciation for buildings over their estimated useful lives ranging from 30 years to 40 years and building improvements over their estimated useful lives ranging from five years to 25 years. In-place lease intangibles are amortized using the straight-line method over the estimated absorption periods. Repairs and maintenance costs are expensed as incurred.

Impairment of Long-Lived Assets

We monitor events and changes in circumstances, including factors such as the operating performance of our investments and general market conditions in the areas where we own properties, which could indicate that the carrying amounts of our long-lived assets may not be recoverable. When indicators of potential impairment are present, we assess whether an impairment charge is needed by comparing the future estimated undiscounted cash flows and expected net proceeds from the disposition of the identified asset to its carrying amount. If impairment exists, we recognize an impairment charge for the amount in which the carrying value of the identified asset exceeds its estimated fair value. Impairment charges are included in loan and realty losses (gains), net, in our condensed consolidated statements of income.

Assets Held for Sale

We classify real estate properties as assets held for sale on our condensed consolidated balance sheets when the following conditions are met: (i) management commits to a plan to sell the property; (ii) the property is available for immediate sale in its present condition; (iii) an active program to locate a buyer has been initiated; (iv) the property is being marketed for sale at a price that is reasonable given our estimate of its current market value; (v) a sale is probable within one year; and (vi) it is unlikely that the disposal plan will be significantly modified or discontinued.

If a real estate property meets the criteria to be classified as held for sale, we remeasure the asset at the lower of the carrying amount or its estimated fair value, less cost to sell. Upon reclassification of a property to assets held for sale, we no longer depreciate the property. We use a market approach when estimating the fair value of a property, which includes taking into consideration any recent binding agreements for sales of similar properties, any recent purchase offers we have received for the property and estimates of the property’s fair value based on broker quotes and third-party valuations. If we determine a property subsequently no longer meets the criteria to be classified as held for sale, it is reclassified as a held and used asset and the carrying value is remeasured at the lower of its original carrying amount, adjusted for depreciation expense during the period in which the property was classified as held for sale, or its fair value.

Mortgage and Other Notes Receivable

Mortgage and other notes receivable consist of mortgages, construction loans, mezzanine loans, revolving lines of credit and other loans with certain of our tenants, or their affiliates, and other third-party healthcare operators. Mortgage and other notes receivable are recognized on our condensed consolidated balance sheets net of any deferred commitment fees, discounts, premiums and allowances for credit losses. We amortize deferred commitment fees, discounts and premiums over the respective loan periods using the effective interest method. If a loan is repaid prior to its contractual maturity date, we recognize any remaining unamortized balances of deferred commitment fees, discounts and premiums in the period of repayment.

Credit Loss Reserves on Mortgage and Other Notes Receivable

We evaluate the collectability of our mortgage and other notes receivable and establish reserves for expected credit losses at the inception of these investments and subsequently on a quarterly basis at the end of the period. The amount of credit loss reserves we recognize is based on our estimates of the total future credit losses we expect to incur over the remaining amortization periods of our outstanding loans as of the evaluation date. As a result, we may recognize credit loss expense on a loan prior to an actual event of default. Credit loss expense (benefit) is recognized in loan and realty losses (gains), net, in our condensed consolidated statements of income.

Our models for estimating the future expected credit losses on mortgage and construction loans are calculated on a collective basis for these types of loans. Our models for estimating the future expected credit losses on mezzanine loans and revolving lines of credit are calculated on an individual loan basis or a borrower-specific basis for these types of loans. We use a combination of credit quality indicators in our models including, among others, information on the current payment status of the loans, the overall financial strength of the borrowers and any guarantors, the history and nature of loan write-offs related to our borrowers, and the extent and value of underlying collateral on the loans. In addition, we adjust our models using the probability of default method related to any current economic or other conditions occurring or becoming known during the reporting period and any changes in our most recent forecasts that exist as of the end of the reporting period which impact our previous estimates of necessary credit loss reserves. For construction loans, we perform an assessment at the end of our reporting periods of the probability that we may acquire any of the underlying properties in the event of the borrower’s default and, when necessary, we reduce the basis of the respective loans by the amounts that we expect to recover when construction of the applicable properties is complete.

Estimating our credit loss reserves involves significant judgment of our management. We may choose to perform additional qualitative assessments beyond those described above and apply adjustments as necessary in estimating our credit loss reserves. It is possible that our actual credit losses will differ materially from our estimates.

Fair Value Measurements

We are required to remeasure certain financial instruments at their fair values on a recurring basis. Under GAAP, fair value is defined as the exchange price that would be received for an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date. The GAAP fair value framework is a three-tiered hierarchy approach for measuring fair value that requires entities to maximize the use of observable inputs and minimize the use of unobservable inputs.

The three levels of inputs used to measure fair value in the GAAP hierarchy are as follows:

•Level 1 measurements include inputs based on quoted prices in active markets for identical assets or liabilities.

•Level 2 measurements include observable inputs, other than quoted prices described in Level 1 of the hierarchy, such as quoted prices for similar assets and liabilities in active markets, quoted prices for identical or similar assets and liabilities in markets that are not active and other inputs that can be corroborated by observable market data.

•Level 3 measurements include unobservable inputs supported by little or no market activity which are significant to the fair values of the assets or liabilities including, but not limited to, pricing models, discounted cash flow methodologies and other similar techniques.

If the fair value measurement is based on inputs from different levels of the GAAP hierarchy, the level within which the entire fair value measurement falls is the lowest level input that is significant to the fair value measurement in its entirety. Our assessment of the significance of a particular input to a fair value measurement in its entirety requires management’s judgment and consideration of factors specific to the asset or liability. When an event or circumstance alters our assessment of the observability and thus the appropriate classification of an input to a fair value measurement which we deem to be significant to the fair value measurement in its entirety, we disclose information on the transfer of the fair value measurement to the new level within the GAAP hierarchy.

We are exposed to credit risks related to our tenants, borrowers and managers. Our investment portfolio, consisting of real estate properties and mortgage and other notes receivable, subjects us to the possibility of incurring losses that may result from the failure of other parties to perform according to their contractual obligations with us or may result from a decline in market prices which may make our investments less valuable. Our mortgage and other notes receivable primarily consist of secured loans on healthcare facilities. We require collateral and other protective rights from our borrowers which we continually monitor to reduce our potential risks of incurring losses on these investments. Our management performs periodic reviews of our investments on an individual basis to assess for necessary reserves for potential losses.

We are also exposed to credit risks related to our cash, cash equivalents and restricted cash, which are primarily held in bank accounts and overnight investments. We maintain our bank deposit accounts with large financial institutions in amounts that may exceed federally insured limits. We have not experienced any losses related to these accounts.

Cash, Cash Equivalents and Restricted Cash

As of September 30, 2026, we reported restricted cash as a separate line item within total assets on our condensed consolidated balance sheet and reclassified the comparative amount for December 31, 2025 from other assets, net, to this separate line item.

The following table provides a reconciliation of cash, cash equivalents and restricted cash from our condensed consolidated statements of cash flows to the amounts presented on our condensed consolidated balance sheets ($ in thousands):

1 As of September 30, 2026, restricted cash consisted of net proceeds from the sale of the NHC portfolio that were available for future acquisitions under Section 1031 of the Internal Revenue Code (“Section 1031”). The Section 1031 eligibility period expires on December 28, 2026. Reference Note 15 for additional information.

Leases - Lessee

We evaluate our leases in which we are the lessee at inception to determine whether the lease meets the criteria for classification as an operating lease or a finance lease. Right-of-use (“ROU”) assets and lease liabilities are initially recognized based on the present value of lease payments over the lease term calculated using our incremental borrowing rate unless the implicit rate of the lease is readily determinable. Our incremental borrowing rate is the interest rate we would have to pay to borrow on a collateralized basis over a similar term in a similar economic environment. Our ROU assets also include any upfront lease payments made and exclude lease incentives, if any. We include any options to extend or terminate a lease in the lease term when it is reasonably certain that those options will be exercised. Under ASC 842, we elected the lessee practical expedients related to short-term leases and combining lease and non-lease components.

ROU assets related to operating leases are recognized in other assets, net, on our condensed consolidated balance sheets. Rent expense for operating leases is recognized on a straight-line basis in general and administrative expenses in our condensed consolidated statements of income. ROU assets and lease liabilities related to finance leases are recognized in real estate properties, net, and accounts payable and other liabilities, respectively, on our condensed consolidated balance sheets. Amortization of ROU assets for finance leases is recognized on a straight-line basis in depreciation expense in our condensed consolidated statements of income. Interest expense on the lease liability for finance leases is recognized using the effective interest method.

Noncontrolling Interests

We assess our arrangements with noncontrolling interest holders to determine the appropriate balance sheet classification based on the redemption rights and other rights held by the noncontrolling interest holders. We recognize redeemable noncontrolling interests in the mezzanine section between liabilities and equity on our condensed consolidated balance sheets and all other noncontrolling interests are recognized in equity. We account for purchases or sales of equity interests that do not result in a change of control of the respective entity through capital in excess of par value on our condensed consolidated balance sheets. Net income (loss) attributable to noncontrolling interests is recognized each period as an adjustment to net income in determining the amount of net income (loss) available to our common stockholders.

Contingently redeemable noncontrolling interests are initially recognized at the greater of the initial carrying value or the redemption value and subsequently adjusted for contributions and distributions of the noncontrolling interest holders and their share of the respective partnership’s net income or loss each period. In the period in which the contingency for redemption of the noncontrolling interest’s shares is met or becomes probable of being met at a future date, we accrete the carrying value of the noncontrolling interest to the redemption value over the expected redemption period with an offsetting adjustment to capital in excess of par value.

Forward Equity Sales Transactions

We have entered into, and may continue to enter into, forward equity sales agreements relating to the issuance of shares of our common stock, either through our at-the-market (“ATM”) equity program or through underwritten public offerings. These agreements may be physically settled in our common stock, settled in cash or net share settled at our election. The forward sales price that we will receive upon physical settlement of a forward equity sales agreement will be subject to adjustment for (i) a floating interest rate factor equal to a specified daily rate, less a spread adjustment, and (ii) scheduled dividends during the term of the forward equity sales agreement. For any periods in which a forward equity sales agreement does not meet the criteria for equity treatment in accordance with ASC 815, Derivatives and Hedging, (“ASC 815”), we recognize the change in fair value of the agreement in our condensed consolidated statements of income.

Shares issuable under forward equity sales agreements are reflected in our diluted earnings per share calculations using the treasury stock method. Under this method, we increase basic weighted average common shares outstanding by the excess, if any, of the number of common shares that would be issued upon full physical settlement of our outstanding forward equity sales agreements over the number of common shares that could be purchased by us in the market utilizing the proceeds from the full physical settlement of the forward equity sales agreements.

Management Fees

We recognize the fees paid to the third-party managers that operate the SHOs in our SHOP segment as expense in accordance with the terms of the individual management agreements. Generally, our management fee structure includes a base management fee of 5.0% of net revenues and may also include a real estate services fee of 5.0% for property-related costs exceeding a specified annual threshold in the applicable management agreement. Incentive management fees are recognized as expense beginning in the period in which we believe it is more likely than not that the applicable performance targets will be met. Management fees are included in senior housing operating expenses in our condensed consolidated statements of income.

Share-Based Compensation Expense

We measure and recognize share-based compensation expense related to stock incentive awards based on the grant date fair value of the respective award which is amortized over the requisite service period in accordance with the terms of each agreement. We use the Black-Scholes option pricing model to estimate the fair values of stock options on the grant dates. The fair values of restricted stock awards (“RSA”) are determined based on the closing market price of our common stock on the grant dates. We calculate the fair values of market-based restricted stock units (“RSU”) on the grant dates using a Monte Carlo valuation model which assigns a weighted probability to potential outcomes of our total stockholder return compared to the respective performance targets for total stockholder return specified in the agreements. This model includes, among other things, our assumptions on interest rates, volatility and expected service periods which can fluctuate significantly year over year. We recognize forfeitures of our stock incentive awards as a reduction to share-based compensation expense in the periods in which they occur. Share-based compensation expense is recognized in general and administrative expenses in our condensed consolidated statements of income.

Income Taxes

Since our inception and first taxable year in 1991, we have intended at all times to qualify as a REIT in accordance with the Internal Revenue Code of 1986, as amended (the “Internal Revenue Code”). Accordingly, we are generally not subject to U.S. federal income taxes at a consolidated level for our business or pertaining to our REIT subsidiaries provided that we continue to meet the necessary organizational and operational requirements of a REIT under the Internal Revenue Code. Among other requirements to qualify as a REIT, we are required to distribute at least 90% of our annual REIT taxable income to our stockholders, which is calculated on a basis that excludes net capital gains and does not necessarily equal GAAP taxable income.

We have a subsidiary that is subject to income taxes on a similar basis to taxable corporations due to our election to treat it as a taxable REIT subsidiary (“TRS”) pursuant to the Internal Revenue Code. Accordingly, we include a provision for federal, state and local income taxes in our condensed consolidated statements of income related to our TRS.

We account for deferred income taxes using the asset and liability method and recognize deferred tax assets and liabilities for the expected future tax consequences of events that have been included in our financial statements under GAAP or our income tax returns. Under this method, we calculate our deferred tax assets and liabilities based on the differences between the financial reporting basis and income tax basis of our assets and liabilities using enacted tax rates in effect for the taxable year in which the differences are expected to reverse. Any increases or decreases in our deferred tax assets and liabilities that result from a change in circumstances, and that cause a change in our judgment about the expected future tax consequences of events, are included in our income tax provision in the period such change occurs. Deferred tax assets also reflect the impact of operating loss carryforwards and tax credit carryforwards. We provide a valuation allowance against our deferred tax assets if we believe it is more likely than not that all or some portion of our deferred tax assets will not be realized.

We are subject to state and local income taxes in certain states where we operate. We classify interest and penalties related to uncertain tax positions, if any, in our condensed consolidated statements of income as a component of income tax expense.

Earnings Per Share

Our unvested RSAs contain non-forfeitable rights to our dividends, and therefore are deemed to be participating securities. As a result, we calculate basic and diluted earnings per share using the two-class method. Under this method, net income is allocated to common stockholders and the holders of participating securities based on their respective weighted average shares outstanding and their respective participation rights to dividends declared and undistributed earnings in calculating basic earnings per share. Diluted earnings per share is calculated using the same allocations as those used in calculating basic earnings per share and also includes the effect of potentially dilutive securities issued.

Recent Accounting Pronouncements Not Yet Adopted

In November 2024, FASB issued Accounting Standards Update (“ASU”) 2024-03, Income Statement — Reporting Comprehensive Income — Expense Disaggregation Disclosures (Subtopic 220-40): Disaggregation of Income Statement Expenses (“ASU 2024-03”), which requires public entities to provide additional disaggregated information in the footnotes to annual and interim financial statements related to certain costs and expenses from the income statement. ASU 2024-03 is effective for annual reporting periods beginning after December 15, 2026 and interim reporting periods beginning after December 15, 2027 with early adoption permitted. The amendments may be applied either prospectively or retrospectively. We are currently evaluating the impact of this guidance on our consolidated financial statements and related disclosures.

Note 3. Real Estate Properties

Acquisitions

During the nine months ended September 30, 2026, we completed the following acquisitions of real estate properties ($ in thousands):

1 We recognized a ROU asset of $3.0 million and an operating lease liability of $2.0 million for a ground lease that we assumed in an acquisition.

Dispositions

During the nine months ended September 30, 2026, we completed the following dispositions of real estate properties ($ in thousands):

1 This property was acquired by the tenant pursuant to a purchase option in the respective lease agreement.

2 This property was included in assets held for sale on our condensed consolidated balance sheet as of December 31, 2025.

3 The tenant acquired this property pursuant to a purchase and sale agreement that was executed in 2024.

4 The net proceeds received on the sale of this property included a $5.5 million mortgage note from an affiliate of the buyer.

5 These properties were included in assets held for sale on our condensed consolidated balance sheet as of June 30, 2026.

NHC Leased Portfolio Sale

On July 1, 2026, we sold our portfolio of 35 properties leased to NHC/OP, L.P., a wholly owned subsidiary of NHC, and certain of its affiliates. We recognized $560.0 million in cash consideration, $5.3 million of closing costs and a $541.6 million gain on the sale. The NHC portfolio was included in our Real Estate Investments segment and consisted of 32 SNFs andthree ILFs that were initially acquired by us in 1991.

We recognized the remaining $0.5 million of deferred income related to the NHC lease as part of the gain on the sale of the NHC portfolio. During the nine months ended September 30, 2026 and 2025, rental income from the NHC portfolio was $22.2 million, or 6.3% of total revenues, and $30.4 million, or 11.3% of total revenues, respectively, which included contingent rental income of $5.8 million in both periods. During the three months ended September 30, 2026, we recognized the final contingent rent of $0.1 million due to us under the NHC master lease.

The chairperson of NHC’s board of directors served as a member of our board of directors until May 2026 when his term expired.

Assets Held for Sale and Impairments

During each of the three and nine months ended September 30, 2026, we recognized $9.9 million of impairment related to an ALF in our Real Estate Investments segment. We didnot have any impairments during the three and nine months ended September 30, 2025.

As of September 30, 2026, assets held for sale consisted of the impaired ALF discussed above. We sold this property in November 2026. As of December 31, 2025, assets held for sale also consisted of an ALF in our Real Estate Investments segment. We sold this property in April 2026.

In-Place Lease Intangibles

As of September 30, 2026 and December 31, 2025, the net carrying amounts of in-place lease intangibles in our SHOP segment were $4.2 million and $1.7 million, respectively. During the three and nine months ended September 30, 2026, we recognized amortization expense of $2.9 million and $7.0 million, respectively, related to these intangibles. We hadno amortization expense related to in-place lease intangibles during each of the three and nine months ended September 30, 2025.

Fourth Quarter 2026 Activity

In October 2026, we acquired a portfolio ofsix SHOs located in Kentucky, Michigan and Tennessee that have been included in our SHOP segment. The total purchase price was $107.7 million, including $1.2 million of closing costs. As of September 30, 2026, $107.6 million of the purchase price consideration was held by the title company and recognized in deposits on real estate acquisitions on our condensed consolidated balance sheet. The portfolio, which consists offive ALFs andone ILF with a combined total of 443 units is being managed by Allegro Living Management.

In October 2026, we purchased an ALF located in Michigan from Bickford for $16.8 million that has been included in our Real Estate Investments segment. In connection with the purchase, Bickford repaid its $14.7 million construction loan which was secured by this property. The property is being leased back to Bickford pursuant to an existing master lease agreement that has an annual lease rate of 8.70% and expires in May 2033. Reference Note 4 for additional information on our loans with Bickford and reference Note 5 for additional information on our leases with Bickford.

In October 2026, we purchased an inpatient rehabilitation HOSP from The Sanders Trust, LLC for $34.6 million. The property is located in Florida and has been included in our Real Estate Investments segment. In connection with the purchase, The Sanders Trust, LLC repaid its $27.6 million construction loan which was secured by this property. We assumed the existing lease on the property with ClearSky Lake City which has an annual lease rate of 8.25% and expires in October 2046.

In November 2026, we completed the sale of an ALF located in Illinois for $3.3 million in cash consideration. During the three months ended September 30, 2026, we recognized $9.9 million of impairment related to this property. This property was included in the Real Estate Investments segment and classified as assets held for sale as of September 30, 2026.

Note 4. Mortgage and Other Notes Receivable

In our Real Estate Investments segment, we enter into financing arrangements with our tenants, or their affiliates, and other third-party healthcare operators which provide funding for the acquisition or construction of new healthcare properties, renovation and expansion projects at existing healthcare properties and working capital or other corporate needs. Our financing arrangements include mortgages, construction loans, mezzanine loans and revolving lines of credit. These investments are primarily secured loans at fixed interest rates that have been guaranteed either by significant parties to the notes or cross-collateralization of properties with the same borrower. As of September 30, 2026 and December 31, 2025, the aggregate principal amounts of mortgage notes outstanding were $172.4 million and $154.3 million, respectively, and the aggregate principal amounts of all other notes outstanding were $52.2 million and $64.4 million, respectively. We had credit loss reserves related to our mortgage and other notes receivable of $15.1 million and $15.4 million as of September 30, 2026 and December 31, 2025, respectively.

Senior Living Loans

We have a $15.0 million revolving line of credit with Senior Living Communities, LLC (“Senior Living”) that bears an annual interest rate of 8.0% and matures in December 2031. We also have a $1.5 million revolving line of credit with an affiliate of Senior Living that bears an annual interest rate of 8.25% and matures in October 2040. As of September 30, 2026, these revolving lines of credit hadno outstanding balances.

Bickford Loans

We have a second mortgage note with Bickford with an outstanding principal balance of $11.4 million as of September 30, 2026 that has an annual interest rate of 10.0%. We received the mortgage note in 2021 as a portion of the net proceeds on the sale ofsix of our real estate properties to Bickford. We did not recognize the mortgage note on our condensed consolidated balance sheet at the time of the sale or include it in the determination of the amount of gain recognized on the sale of the properties. In April 2026, we extended the maturity of this loan to April 2029.

In October 2026, Bickford repaid its $14.7 million construction loan in connection with our purchase of the underlying property securing the loan. As of September 30, 2026, the annual interest rate on the construction loan was 9.0%. In addition, Bickford also repaid its $1.2 million non-performing note in October 2026. We recognized a $1.2 million reduction in our credit loss reserves in connection with this repayment.

The Sanders Trust

In October 2026, The Sanders Trust repaid its $27.6 million construction loan in connection with our purchase of the underlying property securing the loan. As of September 30, 2026, the annual interest rate on the construction loan was 9.0%.

Credit Loss Reserves

Our principal measures for assessing the credit quality of our mortgage and other notes receivable, except for construction loans, are debt service coverage for amortizing loans and interest service or fixed charge coverage for non-amortizing loans. We calculate these measures using the earnings before interest, income taxes, depreciation, amortization and management fees (“EBITDARM”) of our borrowers and the debt service, interest service or fixed charge coverage requirements defined in each of our loan agreements. We categorize the results of our calculations into three levels: (i) more than 1.5x, (ii) between 1.0x and 1.5x and (iii) below 1.0x.

When we measure the credit quality of our construction loans, we take into consideration additional factors, such as the construction and stabilization timelines of the properties, current economic and market conditions and any changes that occur in the financial conditions of our borrowers. The coverage ratios discussed above are not meaningful indicators of the credit quality of our construction loans as the operators of the properties typically are not generating operating income yet or otherwise typically have insufficient operating income from the properties because the necessary occupancy levels have not been achieved yet.

We analyze our credit loss reserves on a quarterly basis. The coverage ratios presented in the table below have been calculated using information as of June 30, 2026, the most recent date for which data was available. We evaluate any loan modifications, extensions and renewals occurring during the period using the accounting guidance in ASC 310-20, Receivables — Nonrefundable Fees and Other Costs, to determine whether the changes constitute a current period loan origination.

The following table summarizes the credit quality indicators of our mortgage and other notes receivable as of September 30, 2026 based on the principal amounts outstanding, net of unamortized commitment fees and other exit fees ($ in thousands):

Due to the continuing challenges in the U.S. financial markets and the potential impact on the collectability of our mortgage and other notes receivable, we forecasted a 20.0% increase in the probability of a default and a 20.0% increase in the amount of estimated loss from a default on all loans, other than those designated as non-performing notes which are fully reserved, resulting in an effective adjustment of 4.1% as of September 30, 2026. Our methodology for estimating credit loss reserves related to non-performing notes includes consideration of the sufficiency of the underlying collateral, current economic conditions, forecasts of future economic conditions and other qualitative factors, all of which may differ from conditions existing in the historical periods.

As of September 30, 2026, we had a $12.0 million non-performing note with affiliates of Senior Living Management that was fully reserved and a $1.2 million non-performing note with Bickford that was repaid in October 2026.

The following table provides a summary of the change in our credit loss reserves for the nine months ended September 30, 2026 ($ in thousands):

Note 5. Leases

Leases - Lessor

Our tenant leases are typically structured as triple-net leases on single-tenant properties with initial lease terms of 10 years to 15 years and generally includeone or more five-year extension options. Most of our tenant leases contain annual rent escalators, which may be fixed or variable. For leases subject to variable rent escalators, annual adjustments are determined using an external index, such as the consumer price index, which is dependent on the market at a future date and indeterminable at the inception of the lease. Certain of our tenant leases provide for additional contingent rent based on a percentage of the tenant’s revenues exceeding a specified base amount or threshold defined in the lease agreement.

The following table provides additional information on our rental income from tenant leases($ in thousands):

1 In August 2025, we transitioned seven real estate properties from our Real Estate Investments segment to the SHOP segment. We received $5.3 million of consideration related to the early termination of the leases at these properties and included this consideration in lease payments based on variable rent escalators for each of the three and nine months ended September 30, 2025.

2 During each of the three and nine months ended September 30, 2025, we recognized $12.1 million of write-offs of straight-line rents receivable related to the early lease terminations discussed above. Reference the “Transitioned Properties” section below for more information.

As of September 30, 2026, we leased 11 SHOs to Senior Living. During the nine months ended September 30, 2026 and 2025, we recognized reductions to straight-line rent revenue of $1.3 million and $0.5 million, respectively, related to these leases. The lease covering 10 of these properties expires in December 2031 and the lease covering the remaining property expires in October 2040. During the nine months ended September 30, 2026 and 2025, revenues from Senior Living was $42.6 million, or 12.2% of our total revenues, and $41.1 million, or 15.2% of our total revenues, respectively. During the nine months ended September 30, 2025, revenues from Bickford were $32.1 million, or 11.9% of our total revenues, and revenues from NHC were $30.4 million, or 11.3% of our total revenues. There were no other tenants or borrowers in our Real Estate Investments segment that exceeded 10% of our total revenues during these periods.

We recognize revenues in our SHOP segment based on the amounts earned from the individual agreements between us and each resident. As a result, we do not have any concentrations of revenues in our SHOP segment.

As of September 30, 2026 and December 31, 2025, our real estate properties located in South Carolina were 12.3% and 12.0%, respectively, of the gross carrying amounts of our total real estate properties. There were no other states in which the gross carrying amounts of our real estate properties exceeded 10% as of September 30, 2026 and December 31, 2025.

Cash Basis Tenants

The following table provides a summary of the amounts of lease payments we received from our cash basis tenants ($ in thousands):

Bickford Leases

As of September 30, 2026, we leased 37 SHOs to Bickford pursuant tofour master leases that mature in 2028 through 2035. Bickford has been a cash basis tenant since 2022 when we received financial information from Bickford raising substantial doubt about its ability to continue as a going concern. As of September 30, 2026, these concerns had not been alleviated.

In April 2026, we amended the Bickford master lease agreements to increase the combined annual base rent for the Bickford portfolio to $38.4 million with annual rent escalators ranging between 2.0% and 3.0%. Pursuant to these amendments, Bickford is also required to pay us contingent rent based on a percentage of the combined monthly revenues of the Bickford portfolio in excess of a base amount.

In connection with the master lease amendments, we extended the available funding period related to an $8.0 million capital improvements agreement with Bickford through June 2027. The amounts expended under the agreement are added to the respective master lease at an annual lease rate of 8.0%. As of September 30, 2026, the cumulative amount funded under this agreement was $6.4 million.

Tenant Purchase Options

Certain of our tenant leases at inception provide the tenant with an option to purchase the underlying property at a fixed base price, a fixed base price plus a specified share in any appreciation of the property or a price based on a specified fixed minimum internal rate of return on our investment. As of September 30, 2026, we hadthree properties with an aggregate net carrying value of $70.6 million that are subject to tenant purchase options with exercise dates between 2029 and 2031. During each of the nine months ended September 30, 2026 and 2025, the aggregate rental income from these properties was $7.1 million. As of September 30, 2026, we cannot reasonably estimate the probability that any of these tenant purchase options will be exercised in the future.

Transitioned Properties

In August 2025, we terminatedtwo leases and transitioned allseven of the leased properties from our Real Estate Investments segment to the SHOP segment. We received $3.9 million in cash consideration and $1.4 million in non-cash consideration from the tenants and wrote off $12.1 million of straight-line rents receivable related to the lease terminations. Each of these amounts was recognized in rental income in our condensed consolidated statements of income. During the three and nine months ended September 30, 2025, we recognized reductions in rental income of $6.1 million and $2.0 million, respectively, related to these properties.

Future Minimum Tenant Lease Payments

The fixed amounts of future minimum lease payments due to us from existing tenant leases as of September 30, 2026 were as follows($ in thousands):

Note 6. Equity Method Investment

In our Real Estate Investments segment, we own a 25.0% equity method investment in Timber Ridge OpCo, LLC (“Timber Ridge OpCo”), which operates a continuing care retirement community located in Washington (the “Timber Ridge CCRC”). NHI-LCS JV I, LLC (“Timber Ridge PropCo”) owns and leases the Timber Ridge CCRC to Timber Ridge OpCo pursuant to aseven-year lease withtwo five-year extension options. We have an 80.0% common equity interest in Timber Ridge PropCo, and the remaining common equity interest is owned by LCS Timber Ridge LLC (“LCS”).

Our guaranteed and implied commitments in excess of our initial investment of $0.9 million in Timber Ridge OpCo are currently limited to the $5.0 million revolving credit facility and a $2.5 million lease incentive distribution received in 2023. We have recognized our share of Timber Ridge OpCo’s operating losses in excess of our initial investment up to these limits in accounts payable and other liabilities on our condensed consolidated balance sheets. As of September 30, 2026, we had cumulative unrecognized losses in Timber Ridge OpCo of $20.0 million. Our excess unrecognized equity method losses on the investment were $1.3 million and $1.7 million for the nine months ended September 30, 2026 and 2025, respectively. During each of the three and nine months ended September 30, 2026, we recognized $0.7 million of gain from equity method investment in our condensed consolidated statements of income related to cash distributions from this investment. During the three and nine months ended September 30, 2025, we received cash distributions of $0.1 million and $2.0 million, respectively, from Timber Ridge OpCo which were recognized in gain from equity method investment.

In addition to the above, Timber Ridge OpCo is the guarantor of early resident mortgage obligations of the Timber Ridge CCRC as specified in the related Deed of Trust and Indenture of Trust (the “Deed and Indenture”). Pursuant to a subordination agreement between Timber Ridge PropCo and Timber Ridge OpCo, the security interests created under the Deed and Indenture are subordinate to an $81.0 million loan made by us to Timber Ridge PropCo for the acquisition of the Timber Ridge CCRC. In accordance with the terms of the respective lease agreement, Timber Ridge OpCo is required to indemnify Timber Ridge PropCo related to the repayment of any early resident mortgages under the guarantee in the Deed and Indenture. Accordingly, we have not recorded any liabilities for the early resident mortgages of Timber Ridge CCRC on our condensed consolidated balance sheets. As of September 30, 2026, Timber Ridge OpCo is the guarantor of $6.8 million of early resident mortgages under the Deed and Indenture.

Note 7. Other Assets, Net

Other assets, net, consisted of the following ($ in thousands):

Leases - Lessee

Our operating leases primarily consist oftwo ground leases that were assumed by us in connection with our acquisitions of the respective real estate properties.

As of June 30, 2026, we reclassified our ROU assets related to operating leases from real estate properties, net, to other assets, net, and reclassified our operating lease liabilities from accounts payable and other liabilities to a separate line item for operating lease liabilities on our condensed consolidated balance sheet. Our condensed consolidated balance sheet as of December 31, 2025 has been presented on a comparative basis. As of September 30, 2026 and December 31, 2025, the net carrying amounts of our ROU assets related to operating leases were $4.5 million and $1.5 million, respectively, and our operating lease liabilities were $3.7 million and $1.7 million, respectively.

The contractual amounts of future minimum lease payments due from us under operating leases as of September 30, 2026 were as follows($ in thousands):

As of September 30, 2026 and December 31, 2025, the weighted average discount rates of our operating leases were 5.9% and 4.7%, respectively, and the weighted average remaining contractual terms were 32.6 years and 23.3 years, respectively.

Note 8. Debt

Our debt consisted of the following ($ in thousands):

Debt Maturities

A summary of the aggregate principal maturities of our debt as of September 30, 2026 follows ($ in thousands):

Revolving Credit Facility and Bank Term Loan

We have a $700.0 million unsecured revolving credit facility (the “Credit Facility”) that matures in October 2028 and may be extended by us pursuant to (i) one or both of thesix-month extension options or (ii)one 12-month extension option. We most recently amended the Credit Facility in October 2025 to remove the 0.10% credit spread adjustment applicable to the Secured Overnight Financing Rate (“SOFR”) interest rates. Borrowings under the Credit Facility bear interest, at our election, at one of the following: (a) Term SOFR plus a margin ranging from 0.725% to 1.400%; (b) Daily SOFR plus a margin ranging from 0.725% to 1.400%; or (c) the base rate plus a margin ranging from 0.000% to 0.400%. In each election, the actual margin is determined according to our credit ratings. The base rate means, for any day, a fluctuating rate per annum equal to the highest of (x) the agent’s prime rate, (y) the federal funds rate on such day plus 0.50% or (z) the adjusted Term SOFR for a one-month tenor in effect on such day plus 1.00%. In addition, the Credit Facility requires a facility fee ranging from 0.125% to 0.300% which is determined based on our credit ratings on the $700.0 million committed capacity, without regard to usage.

As of September 30, 2026, we had $497.0 million available to draw on our Credit Facility. The Credit Facility is subject to usual and customary covenants which include, among other stipulations, a requirement that we maintain certain financial ratios within limits set by our creditors. As of September 30, 2026, we were in compliance with these covenants.

In June 2026, we repaid the remaining $125.0 million outstanding on our unsecured bank term loan (the “Bank Term Loan”) upon maturity. The Bank Term Loan bore interest at a variable interest rate based on SOFR plus a margin determined based on our credit ratings.

Pinnacle Bank is a participating member of our banking group. The chairman of our board of directors is also the chief banking officer and vice chairman of the board of directors of Pinnacle Financial Partners, Inc., the holding company for Pinnacle Bank. Our corporate banking transactions are conducted primarily through Pinnacle Bank.

2031 Senior Notes

In January 2021, we issued $400.0 million in aggregate principal amount of 3.00% unsecured senior notes that mature in February 2031 (the “2031 Senior Notes”). The 2031 Senior Notes were sold at an issue price of 99.196% of face value, before the underwriters’ discount. Interest on the 2031 Senior Notes is due semi-annually. The 2031 Senior Notes are subject to affirmative and negative covenants, including financial covenants. As of September 30, 2026, we were in compliance with these covenants.

2033 Senior Notes

In September 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. Interest on the 2033 Senior Notes began accruing in February 2026 and is due semi-annually. The 2033 Senior Notes are subject to affirmative and negative covenants, including financial covenants. As of September 30, 2026, we were in compliance with these covenants.

Private Placement Note

Our private placement note has a fixed interest rate and requires interest only payments up to the maturity date. Covenants of the private placement note are generally conformed with those governing our Credit Facility, except for specific debt coverage ratios that are more restrictive. Our private placement note includes a provision that increases the fixed interest rate if any rating agency lowers the credit rating on our unsecured senior debt below investment grade and if our compliance leverage increases to 50% or more.

As of September 30, 2026, the principal amount outstanding on our private placement note was $100.0 million. The note bears interest at 4.51% and matures in January 2027.

Interest Expense

A summary of the components of interest expense follows($ in thousands):

Note 9. Commitments, Contingencies and Uncertainties

In the normal course of business, we enter into a variety of commitments, typically consisting of funding revolving credit arrangements, construction loans and mezzanine loans with our tenants, or their affiliates, and other third parties. In our leasing operations, we may offer our tenants and the sellers of properties we acquire certain inducements that originate contractually as contingencies, but which may become commitments upon the satisfaction of the contingent event. Any contingent payments made by us are included in the respective lease base when funded.

As of September 30, 2026, we had loan commitments with seven borrowers totaling $113.1 million of which we had funded $80.6 million toward these commitments. We also had development commitments with seven borrowers totaling $23.6 million of which we had funded $14.5 million toward these commitments. Additionally, we had contingent commitments totaling $4.9 million that are payable if the operating performance thresholds are met.

We provide for expected credit loss liabilities on our unfunded loan commitments based on the estimated amounts we expect to fund using the same methodology as the one applied to provide for credit loss reserves on our mortgage and other notes receivable. The liabilities for expected credit losses on our unfunded loan commitments are included in accounts payable and other liabilities on our condensed consolidated balance sheets. Reference the “Credit Loss Reserves” section in Note 4 for additional information.

The following table provides a summary of the change in our expected credit loss liabilities for the nine months ended September 30, 2026 ($ in thousands):

Litigation

From time to time, we are a party to various lawsuits, investigations, claims and other legal and regulatory proceedings arising in connection with our business. Such claims may include, among other things, professional and general liability claims, as well as regulatory proceedings related to our SHOP segment. Further, from time to time, we are a party to certain legal proceedings for which third parties, such as our tenants, borrowers and managers, are contractually obligated to indemnify us from and against various claims, litigation and liabilities arising in connection with their respective businesses. Management believes that the ultimate resolution of all such pending proceedings will not have a material adverse effect on our financial condition, results of operations or cash flows.

Note 10. Noncontrolling Interests

Redeemable Noncontrolling Interest

In our SHOP segment, we own 100% of the preferred equity interest and 80.0% of the common equity interest in a consolidated partnership which owns a portfolio ofsix ILFs. Merrill Gardens, LLC (“Merrill”) owns the remaining 20.0% of the common equity interest in the partnership.

Pursuant to the operating agreement, Merrill is entitled to put rights upon certain contingent events that are not solely within our control as the majority equity interest owner. As a result, we determined that Merrill’s noncontrolling interest in the partnership is contingently redeemable. As of September 30, 2026, the redemption criteria have not been met.

The following table provides a summary of the activity of the redeemable noncontrolling interest for the nine months ended September 30, 2026 ($ in thousands):

Noncontrolling Interests Classified as Equity

In our Real Estate Investments segment, we consolidate the Timber Ridge PropCo partnership in our condensed consolidated financial statements and the noncontrolling interest held by LCS is classified within equity on our condensed consolidated balance sheets. Reference Note 6 for additional information on this partnership.

In our SHOP segment, we own 100.0% of the preferred equity interest and 98.0% of the common equity interest in a consolidated partnership which owns and operates a portfolio of 10 ILFs. A related party of Discovery Senior Living owns the remaining 2.0% of the common equity interest in the partnership. The noncontrolling interest held by Discovery Senior Living is classified within equity on our condensed consolidated balance sheets.

Note 11. Equity and Dividends

Shelf Registration Statement

In March 2026, we renewed our automatic shelf registration statement on file with the SEC.

ATM Equity Program

We maintain an ATM equity program which allows us to sell our common stock directly into the market. This program is governed by an ATM equity sales agreement which includes a forward sales provision that allows us to sell shares of our common stock to forward purchasers at a predetermined price at a future date. Concurrently with the renewal of our shelf registration statement, we entered into a new equity distribution agreement for the sale of up to $500.0 million in common stock under our ATM equity program.

During the nine months ended September 30, 2026, we settled the remaining $44.9 million of ATM forward equity sales agreements that were outstanding under our previous ATM equity program. As of September 30, 2026, we had $500.0 million available under our ATM equity program.

Dividends

On November 6, 2026, our board of directors declared a $0.94 per share dividend payable on January 29, 2027 to common stockholders of record as of December 31, 2026.

Note 12. Share-Based Compensation

Our outstanding stock incentive awards have been granted under the 2019 Stock Incentive Plan, as amended and restated (the “2019 Plan”). As of September 30, 2026, we had 2.9 million shares of common stock available for future grants under the 2019 Plan.

Share-Based Compensation Expense

A summary of our share-based compensation expense, net of forfeitures, by award type follows($ in thousands):

As of September 30, 2026, we had unrecognized share-based compensation expense of $7.4 million that is expected to be recognized over the following years: $1.7 million in the remainder of 2026; $3.7 million in 2027; $1.9 million in 2028; $0.1 million in 2029; and less than $0.1 million in 2030.

Restricted Stock

Our RSAs are service-based awards that ratably vest on the anniversary of the respective grant dates over periods ranging fromone year tofive years. The holders of RSAs have a non-forfeitable right to participate in our distributions of dividends or dividend equivalents during the vesting periods. RSAs are subject to aone-year holding period upon vesting.

A summary of the activity related to our RSAs for the nine months ended September 30, 2026 follows:

Our RSUs are market-based awards, which we grant to our executive officers, that vest in their entirety at the end of athree-year period, subject to the achievement of certain performance levels measuring our total stockholder return compared to certain pre-defined peer and industry groups. The number of shares of common stock issued can range up to 200.0% of the RSUs that vest. RSUs are subject to aone-year holding period upon vesting.

The following assumptions were used to estimate the fair value of our RSUs granted during the nine months ended September 30, 2026:

A summary of the activity related to our RSUs for the nine months ended September 30, 2026 follows:

Stock Options

The following assumptions were used to estimate the fair value of our stock options granted during the nine months ended September 30, 2026:

A summary of the activity related to our stock options for the nine months ended September 30, 2026 follows:

During the nine months ended September 30, 2026, the weighted average fair value of options granted was $10.09 per share and the aggregate intrinsic value of stock options exercised was $3.7 million. As of September 30, 2026, the aggregate intrinsic values of each of our stock options outstanding and exercisable were $0.2 million.

Note 13. Earnings Per Share

The following table presents the calculations of basic and diluted earnings per share($ in thousands, except per share amounts):

1 During the three and nine months ended September 30, 2026, we had 29,816 RSUs and 31,011 RSUs, respectively, that were excluded from the computations of diluted weighted average common shares outstanding because they were anti-dilutive. There wereno RSUs outstanding during the three and nine months ended September 30, 2025.

2 During the three and nine months ended September 30, 2026, we had 702,946 stock options and 401,693 stock options, respectively, that were excluded from the computations of diluted weighted average common shares outstanding because they were anti-dilutive. During the three and nine months ended September 30, 2025, we had 19,336 stock options and 54,527 stock options, respectively, that were excluded from the computations of diluted weighted average common shares outstanding because they were anti-dilutive.

Note 14. Fair Value of Financial Instruments

The carrying amounts of cash and cash equivalents, restricted cash, deposits on real estate acquisitions, straight-line rents receivable, accounts receivable, accounts payable and other liabilities, operating lease liabilities, dividends payable and deferred income approximate their fair values on our condensed consolidated balance sheets as of September 30, 2026 and December 31, 2025.

The following table includes the net carrying amounts and fair values of certain of our financial instruments ($ in thousands):

We classify our fixed rate debt as a Level 2 measurement in the GAAP hierarchy. We determine the fair values of these debt instruments based on quoted prices for similar instruments or calculations utilizing model derived valuations in which significant inputs are observable in active markets.

We classify variable rate debt as a Level 2 measurement in the GAAP hierarchy. We estimate the fair values of our borrowings under our Credit Facility and Bank Term Loan at their notional amounts due to the predominance of floating interest rates, which generally reflect market conditions.

We classify mortgage and other notes receivable as Level 3 measurements in the GAAP hierarchy. We estimate the fair values of these financial instruments using projected payoff valuations based on the expected future cash flows and credit risk of the borrowers. If the repayment of a loan is expected to be provided solely from the collateral, we estimate the projected payoff of the loan based on the estimated fair value of the collateral, net of selling costs.

Our real estate properties and intangible assets are remeasured at fair value on a non-recurring basis. We classify these assets as Level 3 measurements in the GAAP hierarchy. When indicators of potential impairment exist, we estimate the fair value of the identified asset or group of assets using the income approach and unobservable data, such as expected future cash flows, estimated capitalization and discount rates. We also consider national, regional and local industry market data, including comparable sales information, and may engage an external third-party appraiser to assist us in our estimations of fair value. We estimate the fair values of assets classified as held for sale based on our current sales price expectation, net of selling costs.

We did not remeasure the fair values of our real estate properties and intangible assets as of September 30, 2026 and December 31, 2025, except for the properties classified as assets held for sale.

Note 15. Income Taxes

During the three and nine months ended September 30, 2026, we recognized deferred income tax expense of $0.2 million and $1.0 million, respectively, in our condensed consolidated statements of income which was primarily attributable to the increased usage of our TRS and related expansion of our SHOP segment. During each of the three and nine months ended September 30, 2026, we recognized $0.1 million of current income tax expense. We didnot recognize any current or deferred income tax expense during the nine months ended September 30, 2025.

As of September 30, 2026 and December 31, 2025, we had deferred tax assets, net of valuation allowances, of $6.5 million and $4.4 million, respectively, primarily related to federal and state net operating loss carryforwards of our TRS. As of September 30, 2026 and December 31, 2025, we had deferred tax liabilities of $7.5 million and $4.4 million, respectively, which primarily related to the financial reporting basis and income tax basis differences in the operating losses of Timber Ridge OpCo and the real estate properties owned by the TRS.

As of September 30, 2026, we had $336.3 million of remaining proceeds available from the NHC portfolio sale that could be applied to qualifying future acquisitions of real estate properties under Section 1031 to reduce the amount of net capital gain we will recognize on the NHC portfolio sale. The Section 1031 eligibility period expires on December 28, 2026. As of September 30, 2026, we had $104.6 million of these proceeds on deposit with a title company and subsequently used these funds on qualifying acquisitions in October 2026.

Our income tax returns are generally subject to examination by the Internal Revenue Service or state and local taxing authorities for the year ended December 31, 2022 and subsequent years. The statutes of limitations for state and local examinations may vary across the states in which we operate.

Note 16. Segment Reporting

Our business consists oftwo operating segments, Real Estate Investments and SHOP, which are also our reportable segments. In the Real Estate Investments segment, we invest in SHOs and medical facilities and lease these properties to third-party healthcare operators. We do not have involvement in the operations at these properties. In addition to our real estate property investments, we enter into financing arrangements with our tenants, or their affiliates, and other third-party healthcare operators which are primarily used to fund their acquisitions, construction projects and other operating needs. In the SHOP segment, we invest in SHOs and outsource the operations of these properties to third-party managers. We pay a management fee for the services provided by the managers pursuant to the terms of individual management agreements. Each of the units at our SHOP properties is subject to a customized agreement between us and the resident which outlines the room and service fees for the individual unit.

Our President and Chief Executive Officer serves as our Chief Operating Decision Maker (“CODM”). Our CODM reviews financial and other performance information quarterly based upon segment net operating income (“NOI”). We define NOI as total revenues, less tenant reimbursements of property operating expenses and senior housing operating expenses. Our CODM evaluates and uses NOI in making decisions about resource allocations to the segments and in assessing the property-level performance of our investment portfolios. The CODM evaluates revenues and operating expenses on a comparative basis for each segment, both sequentially and year-over-year, and also evaluates budget-to-actual variances of our segments on a quarterly basis. For our SHOP segment, the CODM reviews additional key performance indicators based on the revenues and operating expenses per occupied or available resident unit and based on revenues and functional expenses by resident.

We do not allocate non-property expenses to our operating segments in determining NOI. Our non-segment / corporate assets primarily include cash and cash equivalents and our corporate office buildings.

In August 2025, we entered into a series of transactions related to the transition ofseven real estate properties from the Real Estate Investments segment to the SHOP segment. The operating results of these properties have been reflected in the SHOP segment in the current year periods and in the Real Estate Investments segment in the prior year periods. There were no property transfers between our segments in the three and nine months ended September 30, 2026. We do not have any other inter-segment transactions.

The following tables provide information on our operating segments ($ in thousands):

The following table provides a summary of our total assets by segment($ in thousands):

Note 17. Variable Interest Entities

Consolidated VIEs

We have determined that we are the primary beneficiary of certain of our VIEs because we hold the power to direct the activities which most significantly impact the economic performance of these partnerships. In addition, we are obligated to absorb losses of and have a right to receive benefits that could be significant to these VIEs, subject to limited protective rights that are held by the noncontrolling interest partners of the VIEs in accordance with the individual operating agreements.

The following table provides information on the assets and liabilities of our consolidated VIEs($ in thousands):

Unconsolidated VIEs

In our Real Estate Investments segment, we have concluded that we are not the primary beneficiary of certain of our VIEs because we lack, either directly or through related parties, the power to direct the activities which most significantly impact the economic performance of these partnerships. We do not have any unconsolidated VIEs in our SHOP segment.

The following table provides a summary of our relationships and sources of exposure related to our unconsolidated VIEs as of September 30, 2026 ($ in thousands):

1 Note(s) and straight-line rents receivable

2 Note, straight-line rents receivable and interest receivable

3 Loan commitment, equity method investment, straight-line rents receivable and unamortized lease incentive

4 Straight-line rents receivable and unamortized lease incentive

We are not obligated to provide support beyond our stated commitments to these tenants and borrowers whom we classify as VIEs and accordingly, our maximum exposure to loss as a result of these relationships is limited to the amounts of our commitments. Our risk of economic loss on a tenant lease in excess of what is presented in the table above is limited to any future non-payments of rent, before we are able to take effective remedial action, as well as any costs incurred to secure a new lease at the property. The potential extent of such losses at a future date would depend upon facts and circumstances unique to each tenant and the related lease and therefore are not included in the table above.

In the future, we may be deemed the primary beneficiary of the operations of these VIEs if the tenants or borrowers do not have adequate liquidity to accept the risks and rewards as the tenants and operators of the properties, and we may be required to consolidate the financial position and results of operations of the tenants or borrowers.