Global Medical REIT Inc.
For the period ended Sep 30, 2025. Filed Nov 5, 2025.
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Sep 30, 2025 · Filed Nov 5, 2025
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Notes to the Unaudited Condensed Consolidated Financial Statements
(dollars in thousands, except per share amounts or as otherwise indicated)
Note 1 – Organization
Global Medical REIT Inc. (the “Company”) is a Maryland corporation and internally managed real estate investment trust (“REIT”) that acquires healthcare facilities and leases those facilities to physician groups and regional and national healthcare systems. The Company holds its facilities and conducts its operations through a Delaware limited partnership subsidiary, Global Medical REIT L.P. (the “Operating Partnership”). The Company serves as the sole general partner of the Operating Partnership through a wholly owned subsidiary of the Company, Global Medical REIT GP LLC, a Delaware limited liability company. As of September 30, 2025, the Company was the 92.14% limited partner of the Operating Partnership, with an aggregate of 7.86% of the Operating Partnership owned by holders of long-term incentive plan units (“LTIP Units”) and third-party limited partners who contributed properties or services to the Operating Partnership in exchange for common limited partnership units (“OP Units”).
Note 2 – Summary of Significant Accounting Policies
Basis of presentation
The accompanying condensed consolidated financial statements are unaudited and include the accounts of the Company, including the Operating Partnership and its wholly owned subsidiaries, and its equity investment in an unconsolidated joint venture. The accompanying condensed consolidated financial statements have been prepared in accordance with U.S. generally accepted accounting principles (“GAAP”) and the rules and regulations of the U.S. Securities and Exchange Commission (“SEC”). Certain information and footnote disclosures required for annual consolidated financial statements have been condensed or excluded pursuant to SEC rules and regulations. Accordingly, the accompanying condensed consolidated financial statements do not include all the information and footnotes required by GAAP for complete consolidated financial statements and should be read in conjunction with the audited consolidated financial statements and notes thereto for the year ended December 31, 2024. In the opinion of management, all adjustments of a normal and recurring nature necessary for a fair presentation of the condensed consolidated financial statements for the interim periods have been made.
Reverse Stock Split
In August 2025, the Company’s board of directors (the “Board”) approved a reverse stock split of the Company’s outstanding and authorized shares of common stock at a ratio of one-for-five (the “Reverse Stock Split”). The Reverse Stock Split was completed on September 19, 2025. As a result of the Reverse Stock Split, on September 19, 2025, every five issued and outstanding shares of the Company’s common stock was converted into one share of its common stock, with a corresponding reverse split of the LTIP Units and OP Units. The par value of each share of the Company’s common stock remained unchanged. All common share and per common share amounts in these condensed consolidated financial statements and notes thereto and applicable disclosures have been retrospectively adjusted for all periods presented to reflect the Reverse Stock Split. Refer to Note 5 – “Equity” and Note 7 – “Stock Based Compensation” for additional details on the Reverse Stock Split.
Principles of Consolidation
The accompanying condensed consolidated financial statements include the accounts of the Company, its wholly owned subsidiaries, and its equity investment in an unconsolidated joint venture. The Company presents the portion of any equity it does not own but controls (and thus consolidates) as noncontrolling interest. Noncontrolling interest in the Company includes the LTIP Units that have been granted to directors, officers and affiliates of the Company and the OP Units held by third parties. Refer to Note 5 – “Equity” and Note 7 – “Stock-Based Compensation” for additional information regarding the OP Units and LTIP Units.
The Company classifies noncontrolling interest as a component of consolidated equity on its Condensed Consolidated Balance Sheets, separate from the Company’s total equity. The Company’s net income or loss is allocated to noncontrolling interests based on the respective ownership or voting percentage in the Operating Partnership associated with such noncontrolling interests and is removed from consolidated income or loss on the Condensed Consolidated Statements of Operations in order to derive net income or loss attributable to common stockholders. The noncontrolling ownership percentage is calculated by dividing the aggregate number of LTIP Units and OP Units by the total number of units and shares outstanding.
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Use of Estimates
The preparation of the condensed consolidated financial statements in conformity with GAAP requires the Company to make estimates and assumptions that affect the amounts reported in the condensed consolidated financial statements and footnotes. Actual results could differ from those estimates.
Investment in Real Estate
The Company determines when an acquisition meets the definition of a business or alternatively should be accounted for as an asset acquisition in accordance with Accounting Standard Codification (“ASC”) Topic 805 “Business Combinations” (“ASC Topic 805”), which requires that, when substantially all of the fair value of an acquisition is concentrated in a single identifiable asset or a group of similar identifiable assets, the asset or group of similar identifiable assets does not meet the definition of a business and therefore is required to be accounted for as an asset acquisition. Transaction costs are capitalized for asset acquisitions and expensed as incurred for business combinations.
For asset acquisitions that are “owner occupied” (meaning that the seller either is the tenant or controls the tenant), the purchase price, including capitalized acquisition costs, will be allocated to land and building based on their relative fair values with no value allocated to intangible assets or liabilities. For asset acquisitions where there is a lease in place but that are not “owner occupied,” the Company will allocate the purchase price to tangible assets and any intangible assets acquired or liabilities assumed based on their relative fair values. Fair value is determined based upon the guidance of ASC Topic 820, “Fair Value Measurements and Disclosures,” and generally are determined using Level 2 inputs, such as rent comparables, sales comparables, and broker indications. Although Level 3 inputs are utilized, they are minor in comparison to the Level 2 data used for the primary assumptions. The determination of fair value involves the use of significant judgment and estimates. We make estimates to determine the fair value of the tangible and intangible assets acquired and liabilities assumed using information obtained from multiple sources, including preacquisition due diligence, and we routinely utilize the assistance of a third-party appraiser.
Revenue Recognition
The Company’s operations primarily consist of rental revenue earned from tenants under leasing arrangements which provide for minimum rent and escalations. The leases have been accounted for as operating leases. For operating leases with contingent rental escalators, revenue is recorded based on the contractual cash rental payments due during the period. Revenue from leases with fixed annual rental escalators are recognized on a straight-line basis over the initial lease term, subject to a collectability assessment, with the difference between the contractual rental receipts and the straight-line amounts recorded as a “deferred rent receivable.” Additionally, the Company recognizes as a component of rental revenue “expense recoveries” revenue, which represents revenue recognized related to tenant reimbursement of real estate taxes, insurance, and certain other operating expenses (“tenant reimbursements”). The Company recognizes these reimbursements and related expenses on a gross basis in its Condensed Consolidated Statements of Operations.
Impairment of Long-Lived Assets
The Company evaluates its real estate assets for impairment at each reporting date or whenever events or circumstances indicate that its carrying amount may not be recoverable. If an impairment indicator exists, the Company compares the expected future undiscounted cash flows against the carrying amount of the asset. If the sum of the estimated undiscounted cash flows is less than the carrying amount of the asset, the Company would record an impairment loss for the difference between the estimated fair value and the carrying amount of the asset.
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Cash and Cash Equivalents and Restricted Cash
The Company considers all demand deposits, cashier’s checks, money market accounts, and certificates of deposit with a maturity of three months or less to be cash equivalents. Amounts included in restricted cash represent certain security deposits received from tenants at the inception of their leases and funds held by the Company related to certain tenant reimbursements. The following table provides a reconciliation of the Company’s cash and cash equivalents and restricted cash that sums to the total of those amounts at the end of the periods presented on the Company’s accompanying Condensed Consolidated Statements of Cash Flows:
| | | | | | | |
|---|---|---|---|---|---|---|
| · · As of September 30, | ||||||
| · 2025 · 2024 | ||||||
| Cash and cash equivalents | $7,123 | $5,723 | ||||
| Restricted cash | | | 2,717 | | | 2,066 |
| Total cash and cash equivalents and restricted cash | $9,840 | $7,789 | ||||
Tenant Receivables, Net
The tenant receivable balance as of September 30, 2025 and December 31, 2024 was $7,945 and $7,424, respectively. The balance as of September 30, 2025 consisted of $3,823 in funds owed from the Company’s tenants for rent that the Company had earned but had not yet received, $3,924 of tenant reimbursements, $110 for a loan that was made toone of the Company’s tenants, and $88 of miscellaneous receivables. The balance as of December 31, 2024 consisted of $2,838 in funds owed from the Company’s tenants for rent that the Company had earned but had not yet received, $4,014 of tenant reimbursements, $119 for a loan that was made toone of the Company’s tenants, and $453 of miscellaneous receivables.
Receivables arising from operating leases are accounted for in accordance with ASC Topic 842 “Leases” (“ASC Topic 842”). The Company assesses the likelihood of losses resulting from tenant defaults, or the inability of tenants to make contractual rent and tenant reimbursements at each reporting date. The Company also monitors the liquidity and creditworthiness of its tenants and operators on a continuous basis. If the likelihood of a tenant paying its lease payments is determined to no longer be probable, all tenant receivables, including deferred rent, are written off against revenue and any future revenue for that tenant is recognized only upon receipt of cash. In addition, as of September 30, 2025 and December 31, 2024, the Company had a portfolio level reserve of $350 on those leases that were probable of collection to ensure that the tenant lease receivables were not overstated.
Escrow Deposits
The escrow balance as of September 30, 2025 and December 31, 2024 was $552 and $711, respectively. Escrow deposits include funds held in escrow to be used for the acquisition of properties in the future and for the payment of taxes and insurance.
Deferred Assets
The deferred assets balance as of September 30, 2025 and December 31, 2024 was $29,205 and $28,208, respectively. The balance as of September 30, 2025 consisted of $28,780 in deferred rent receivables resulting from the recognition of revenue from leases with fixed annual rental escalations on a straight-line basis and $425 of other deferred costs. The balance as of December 31, 2024 consisted of $28,009 in deferred rent receivables resulting from the recognition of revenue from leases with fixed annual rental escalations on a straight-line basis and $199 of other deferred costs.
Other Assets
The other assets balance as of September 30, 2025 and December 31, 2024 was $28,650 and $22,354, respectively. The balance as of September 30, 2025 consisted of $13,222 in right of use assets, $4,894 in capitalized construction in process costs, $2,506 in prepaid assets, $7,695 in net capitalized leasing commissions, and $333 in net capitalized software costs and miscellaneous assets. The balance as of December 31, 2024 consisted of $7,271 in right of use assets, $6,729 in capitalized construction in process costs, $1,451 in prepaid assets, $6,535 in net capitalized leasing commissions, and $368 in net capitalized software costs and miscellaneous assets. Refer to Note 8 – “Leases” for additional details on right of use assets.
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Derivative Instruments - Interest Rate Swaps
As of September 30, 2025 and December 31, 2024, the Company's balance related to interest rate swap derivative instruments that were designated as cash flow hedges of interest rate risk was an asset of $7,467 and $18,613, respectively. In accordance with the Company’s risk management strategy, the purpose of the interest rate swaps is to manage interest rate risk for certain of the Company’s variable-rate debt. The interest rate swaps involve the Company’s receipt of variable-rate amounts from the counterparties in exchange for the Company making fixed-rate payments over the life of the agreements. The Company accounts for derivative instruments in accordance with the provisions of ASC Topic 815, “Derivatives and Hedging.” Refer to Note 4 – “Credit Facility, Notes Payable and Derivative Instruments” for additional details.
Goodwill
As of September 30, 2025 and December 31, 2024, the Company’s goodwill balance was $5,903. Goodwill represents the excess of consideration paid over the fair value of underlying identifiable net assets of businesses acquired. Goodwill has an indefinite life and is not amortized, but is tested for impairment on an annual basis, or more frequently if events or changes in circumstances indicate that the asset might be impaired. The Company’s policy is to perform its annual goodwill impairment evaluation as of the first day of the fourth quarter of its fiscal year. The Company hasone reporting unit.
Assets Held for Sale and Sales of Real Estate
The Company classifies a property as held for sale when the following criteria are met: (i) management, having the authority to approve action, commits to a plan to sell the property in its present condition, (ii) the sale of the property is at a price reasonable in relation to its current fair value and (iii) the sale is probable and expected to be completed within one year. At that time, the Company presents the assets and obligations associated with the real estate held for sale separately in its Condensed Consolidated Balance Sheets and ceases recording depreciation and amortization expense related to that asset. Real estate held for sale is reported at the lower of its carrying amount or its estimated fair value less estimated costs to sell. None of the Company’s properties were classified as held for sale as of September 30, 2025 or December 31, 2024.
Upon the disposition of a property, the Company recognizes a gain or loss at a point in time when the Company determines control of the underlying asset has been transferred to the buyer. The Company’s performance obligation is generally satisfied at the closing of the transaction. Any continuing involvement is analyzed as a separate performance obligation in the contract, and a portion of the sales price is allocated to each performance obligation. There is significant judgment applied to estimate the amount of variable consideration, if any, identified within the sales price and assess its probability of occurrence based on current market information, historical transactions, and forecasted information that is reasonably available.
For sales of real estate (or assets classified as held for sale), the Company evaluates whether the disposition is a strategic shift that will have a major effect on the Company’s operations and financial results, and, if so, it will be classified as discontinued operations in the Company’s consolidated financial statements for all periods presented.
Other Liabilities
The other liabilities balance as of September 30, 2025 and December 31, 2024 was $18,888 and $14,191, respectively. The balance as of September 30, 2025 consisted of $13,505 for right of use liabilities and $5,383 of prepaid rent. The balance as of December 31, 2024 consisted of $7,461 for right of use liabilities and $6,730 of prepaid rent. Refer to Note 8 – “Leases” for additional details on right of use liabilities.
Unconsolidated Joint Venture
In December 2024, the Company entered into an agreement to sell certain assets to a newly formed joint venture, GII Global Medical Holdings LLC (the “Joint Venture”), with the Company, through its Operating Partnership, and Heitman Global Real Estate REIT LLC (“Heitman”) and their respective subsidiaries. The Company retained an ownership interest of 12.5% in the Joint Venture with Heitman retaining the remaining 87.5% interest. Heitman, through its voting interest, controls the entity. Accordingly, the Company accounts for its interest in the Joint Venture using the equity method of accounting. Under the equity method, the Company initially recorded the investment at cost and subsequently adjusts the investment for the Company’s share of the equity in earnings or losses, as well as for any cash contributions and distributions.
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The Company’s net equity investment in the unconsolidated Joint Venture is included in the "Investment in unconsolidated joint venture" line item on the Company’s Condensed Consolidated Balance Sheets. The Company’s share of net income or loss from the Joint Venture is included in the "Equity income (loss) from unconsolidated joint venture" line item on the Company’s Condensed Consolidated Statements of Operations.
Segment Reporting
In December 2024, the Company adopted ASU No. 2023-07, “Segment Reporting (Topic 280): Improvements to Reportable Segment Disclosures.” The Company adopted ASU 2023-07 for its fiscal year 2024 annual financial statements and interim financial statements thereafter. The Company acquires healthcare facilities and leases those facilities to physician groups and regional and national healthcare systems and derives its revenue primarily from the leasing of those facilities. The Company operates and manages its business asone reportable operating segment. Resources are allocated and financial performance is assessed by the Company’s Chief Executive Officer, its chief operating decision maker, or the CODM. The CODM is provided with and reviews total consolidated assets and consolidated net income or loss and uses this information to assess the performance of the Company’s portfolio and makes operating decisions accordingly. There are no significant segment operating expenses that require disclosure other than the expense categories on the Company’s Consolidated Statements of Operations.
Note 3 – Property Portfolio
Summary of Properties Acquired and Sold During the Nine Months Ended September 30, 2025
During the nine months ended September 30, 2025, the Company completed the acquisition of afive-property portfolio of medical real estate. For this acquisition, substantially all of the fair value was concentrated in a single identifiable asset or group of similar identifiable assets and, therefore, this acquisition represented an asset acquisition. Accordingly, transaction costs for this acquisition were capitalized.
During the nine months ended September 30, 2025, the Company completed five dispositions. In February 2025, the Company sold a medical office building located in Derby, Kansas receiving gross proceeds of $1.0 million, resulting in a gain of $17 thousand. In March 2025, the Company sold a medical office building located in Coos Bay, Oregon receiving gross proceeds of $7.2 million, resulting in a gain of $1.3 million. In April 2025, the Company sold a medical office building in Chipley, Florida receiving gross proceeds of $1.4 million, resulting in a gain of $0.2 million. In August 2025, the Company sold a medical office building in Germantown, Tennessee receiving gross proceeds of $1.9 million, resulting in a gain of $0.3 million. In September 2025, the Company sold an office building in Aurora, Illinois receiving gross proceeds of $1.9 million, resulting inno gain or loss on sale.
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A rollforward of the gross investment in land, building, improvements, and acquired lease intangible assets as of September 30, 2025 is as follows:
| | | | | | | | | | | | | | | | | | | |
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| · · · · · · · · Site · · Tenant · · Acquired Lease · · Gross Investment in | ||||||||||||||||||
| · Land · Building · Improvements · Improvements · Intangible Assets · Real Estate | ||||||||||||||||||
| Balances as of December 31, 2024 | | $174,300 | | $1,044,019 | | $23,973 | | $69,679 | | $138,945 | | $1,450,916 | ||||||
| Facility Acquired – Date Acquired: | | | | | | | | | | | | | | | | | | |
| Carondelet - 2/7/25 | | | — | | | 13,327 | | | — | | | 1,274 | | | 1,725 | | | 16,326 |
| Silverbell - 2/7/25 | | | — | | | 8,482 | | | — | | | 973 | | | 1,368 | | | 10,823 |
| Slippery Rock - 2/7/25 | | | — | | | 3,511 | | | 455 | | | 593 | | | 572 | | | 5,131 |
| Clive - 4/1/25 | | | — | | | 11,400 | | | 507 | | | 1,595 | | | 2,218 | | | 15,720 |
| Des Moines - 4/1/25 | | | — | | | 18,917 | | | 182 | | | 3,289 | | | 3,519 | | | 25,907 |
| Capitalized costs(1) | | — | | | 4,224 | | | 464 | | | 3,412 | | | — | | 8,100 | ||
| Total Additions: | | | — | | | 59,861 | | | 1,608 | | | 11,136 | | | 9,402 | | | 82,007 |
| Facility Sold – Date Sold: | | | | | | | | | | | | | | | | | | |
| Derby - 2/18/25 | | | (146) | | | (1,250) | | | (118) | | | (73) | | | (372) | | | (1,959) |
| Coos Bay - 3/19/25 | | | (861) | | | (5,096) | | | (56) | | | (49) | | | (410) | | | (6,472) |
| Chipley - 4/30/25 | | | (170) | | | (875) | | | (34) | | | (111) | | | (189) | | | (1,379) |
| 2999 Germantown - 8/7/25 | | | (253) | | | (1,593) | | | — | | | — | | | — | | | (1,846) |
| Aurora - 9/4/25 | | | (339) | | | (2,345) | | | (308) | | | (603) | | | (2,680) | | | (6,275) |
| Total Dispositions: | | | (1,769) | | | (11,159) | | | (516) | | | (836) | | | (3,651) | | | (17,931) |
| Impairment of investment property(2) | | | (1,182) | | | (5,099) | | | — | | | — | | | — | | | (6,281) |
| Balances as of September 30, 2025 | | $171,349 | | $1,087,622 | | $25,065 | | $79,979 | | $144,696 | | $1,508,711 | ||||||
| (1) | Represents capital projects that were completed and placed in service during the nine months ended September 30, 2025 related to the Company’s existing facilities. |
| (2) | In August 2025, the Company entered into an agreement to sell its facility located in Aurora, Illinois. The Company recognized an impairment loss of $6.3 million during the nine months ended September 30, 2025 to reduce the carrying value of the asset to its fair value. The fair value was determined to be the contractual sales price less commissions and fees. The sale of the facility was completed in September 2025. |
Depreciation expense was $11,213 and $32,827 for the three and nine months ended September 30, 2025, respectively, and $9,993 and $30,233 for the three and nine months ended September 30, 2024, respectively.
As of September 30, 2025, the Company had aggregate capital improvement commitments and obligations to improve, expand, and maintain the Company’s existing facilities of approximately $24,200. Many of these amounts are subject to contingencies that make it difficult to predict when they will be utilized, if at all. In accordance with the terms of the Company’s leases, capital improvement obligations in the next twelve months are expected to total approximately $9,800.
Summary of Properties Acquired and Sold During the Year Ended December 31, 2024
During the year ended December 31, 2024, the Company completed the acquisition of a 15-property portfolio. For this acquisition, substantially all of the fair value was concentrated in a single identifiable asset or group of similar identifiable assets and, therefore, this acquisition represented an asset acquisition. Accordingly, transaction costs for this acquisition were capitalized.
During the year ended December 31, 2024, the Company completed seven dispositions. In June 2024, the Company sold an in-patient rehabilitation facility located in Mishawaka, Indiana receiving gross proceeds of $8.1 million, resulting in a loss of $3.4 million. In July 2024, the Company sold a medical office building located in Panama City, Florida receiving gross proceeds of $11.0 million, resulting in a gain of $1.7 million. In September 2024, the Company sold a medical office building located in Panama City Beach, Florida receiving gross proceeds of $1.1 million, resulting in a gain of $0.1 million. In December 2024, the Company soldtwo medical office buildings located in Carson City, Nevada receiving gross proceeds of $1.0 million, resulting in a loss of $2.4 million. In December 2024, the Company sold three medical office buildings located in Ellijay, Georgia receiving gross proceeds of $4.3 million, resulting in a gain of $0.7 million. In December 2024, in connection with the formation of the Joint Venture, the Company soldtwo assets to the Joint Venture consisting of a medical office building located in High Point, North Carolina receiving gross proceeds of $28.0 million resulting in gain of $6.2 million and a medical office building located in Fort Worth, Texas receiving gross proceeds of $7.2 million, resulting in a gain of $1.3 million.
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A rollforward of the gross investment in land, building, improvements, and acquired lease intangible assets as of December 31, 2024 is as follows:
| | | | | | | | | | | | | | | | | | | |
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| · · · · · · · · Site · · Tenant · · Acquired Lease · · Gross Investment in | ||||||||||||||||||
| · Land · Building · Improvements · Improvements · Intangible Assets · Real Estate | ||||||||||||||||||
| Balances as of December 31, 2023 | | $164,315 | | $1,035,705 | | $21,974 | | $66,358 | | $138,617 | | $1,426,969 | ||||||
| Facility Acquired – Date Acquired: | | | | | | | | | | | | | | | | | | |
| Minot – 7/11/24 | | | 935 | | | 7,324 | | | 144 | | | 103 | | | 676 | | | 9,182 |
| Clinton – 7/11/24 | | | 938 | | | 4,829 | | | 188 | | | 256 | | | 657 | | 6,868 | |
| Westland – 7/11/24 | | | 921 | | | 3,630 | | | 157 | | | 99 | | | 540 | | | 5,347 |
| Cerritos – 7/11/24 | | | 3,424 | | | 1,244 | | | 107 | | | 106 | | | 392 | | | 5,273 |
| Spartanburg – 7/11/24 | | | 890 | | | 2,613 | | | 168 | | | 390 | | | 517 | | | 4,578 |
| Conway – 10/2/24 | | | 2,430 | | | 7,415 | | | 188 | | | 372 | | | 897 | | | 11,302 |
| Little Rock – 10/2/24 | | | 1,449 | | | 6,579 | | | 164 | | | 284 | | | 741 | | | 9,217 |
| Russellville – 10/2/24 | | | 1,086 | | | 4,022 | | | 218 | | | 205 | | | 491 | | | 6,022 |
| Sarasota – 10/2/24 | | | 643 | | | 4,133 | | | — | | | 548 | | | 712 | | | 6,036 |
| Venice – 10/2/24 | | | 1,102 | | | 2,830 | | | 123 | | | 187 | | | 426 | | | 4,668 |
| Ruskin – 10/2/24 | | | 242 | | | 1,443 | | | 28 | | | 45 | | | 175 | | | 1,933 |
| 6807 Bradenton – 10/2/24 | | | 1,225 | | | 626 | | | 22 | | | 68 | | | 180 | | | 2,121 |
| 2101 Bradenton – 10/2/24 | | | 967 | | | 1,372 | | | 52 | | | 64 | | | 235 | | | 2,690 |
| 2203 Bradenton – 10/2/24 | | | 408 | | | 913 | | | 35 | | | 37 | | | 132 | | | 1,525 |
| 6002 Bradenton – 10/2/24 | | | 1,679 | | | 2,985 | | | 112 | | | 190 | | | 463 | | | 5,429 |
| Capitalized costs(1) | | — | | | 5,494 | | | 1,481 | | | 4,828 | | | — | | | 11,803 | |
| Total Additions: | | | 18,339 | | | 57,452 | | | 3,187 | | | 7,782 | | | 7,234 | | | 93,994 |
| Facility Sold – Date Sold: | | | | | | | | | | | | | | | | | | |
| Mishawaka – 6/27/24 | | | (1,924) | | | (10,084) | | | (75) | | | (1,798) | | | (2,223) | | | (16,104) |
| Panama City – 7/12/24 | | | (1,117) | | | (7,201) | | | (165) | | | (841) | | | (1,141) | | | (10,465) |
| Panama City Beach – 9/19/24 | | | (272) | | | (606) | | | (21) | | | (84) | | | (149) | | | (1,132) |
| Carson City – 12/6/2024 | | | (760) | | | (3,268) | | | — | | | — | | | — | | | (4,028) |
| Ellijay – 12/17/2024 | | | (777) | | | (2,929) | | | (136) | | | (408) | | | (870) | | | (5,120) |
| High Point – 12/20/2024(2) | | | (1,749) | | | (20,417) | | | (504) | | | (869) | | | (1,656) | | | (25,195) |
| Fort Worth – 12/20/2024(2) | | | (1,487) | | | (3,333) | | | (251) | | | (445) | | | (787) | | | (6,303) |
| Total Dispositions: | | | (8,086) | | | (47,838) | | | (1,152) | | | (4,445) | | | (6,826) | | | (68,347) |
| Impairment of investment property(3) | | | (268) | | | (1,300) | | | (36) | | | (16) | | | (80) | | | (1,700) |
| Balances as of December 31, 2024 | | $174,300 | | $1,044,019 | | $23,973 | | $69,679 | | $138,945 | | $1,450,916 | ||||||
| (1) | Represents capital projects that were completed and placed in service during the year ended December 31, 2024 related to the Company’s existing facilities. |
| (2) | These two facilities were sold to the Joint Venture in connection with its formation. |
| (3) | In December 2024, the Company entered into an agreement to sell its facility located in Derby, Kansas. The Company recognized an impairment loss of $1.7 million during the year ended December 31, 2024 to reduce the carrying value of the asset to its fair value. The fair value was determined to be the contractual sales price less commissions and fees. |
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Lease Intangible Assets and Liabilities
The following is a summary of the carrying amount of lease intangible assets and liabilities as of the dates presented:
| | | | | | | | | | |
|---|---|---|---|---|---|---|---|---|---|
| · · As of September 30, 2025 | |||||||||
| · · · · · Accumulated · · · | |||||||||
| | Cost | Amortization | Net | ||||||
| Assets | | | | | | | | | |
| In-place leases | | $82,590 | | $(55,958) | | $26,632 | |||
| Above market leases | | 24,024 | | (14,544) | | 9,480 | |||
| Leasing costs | | 38,082 | | (24,000) | | 14,082 | |||
| | | $144,696 | | $(94,502) | | $50,194 | |||
| Liability | | | | | | | | | |
| Below market leases | | $17,335 | | $(11,819) | | $5,516 | |||
| · · · · · · · · · | ||||||
|---|---|---|---|---|---|---|
| · · As of December 31, 2024 | ||||||
| · · · Accumulated · · | ||||||
| | | Cost | | Amortization | | Net |
| Assets · · · | ||||||
| In-place leases | | $77,698 | | $(50,714) | | $26,984 |
| Above market leases | | 24,599 | | (13,201) | | 11,398 |
| Leasing costs | | 36,648 | | (21,326) | | 15,322 |
| | | $138,945 | | $(85,241) | | $53,704 |
| Liability | | | | | | |
| Below market leases | | $14,073 | | $(10,137) | | $3,936 |
The following is a summary of the acquired lease intangible amortization:
| · · · · · · · · · · · · · | |||||||||
|---|---|---|---|---|---|---|---|---|---|
| · · Three Months Ended · · Nine Months Ended · | |||||||||
| · · September 30, · · September 30, · | |||||||||
| · 2025 · 2024 · 2025 · 2024 | |||||||||
| Amortization expense related to in-place leases | | $2,423 | | $2,431 | | $7,232 | | $7,707 | |
| Amortization expense related to leasing costs | | $1,113 | | $1,114 | | $3,350 | | $3,467 | |
| Decrease in rental revenue related to above market leases | | $714 | | $793 | | $2,204 | | $2,425 | |
| Increase in rental revenue related to below market leases | | $(601) | | $(511) | | $(1,699) | | $(1,643) | |
As of September 30, 2025, scheduled future aggregate net amortization of the acquired lease intangible assets and liabilities for each year ended December 31 is listed below:
| | | | | | | |
|---|---|---|---|---|---|---|
| · · · | ||||||
| · · Net Decrease · · Net Increase | ||||||
| · · in Revenue · · in Expense | ||||||
| 2025 (three months remaining) | | $(224) | | $4,129 | ||
| 2026 | | (321) | | 13,633 | ||
| 2027 | | (320) | | 9,361 | ||
| 2028 | | (890) | | 5,805 | ||
| 2029 | | | (945) | | | 3,677 |
| Thereafter | | (1,264) | | 4,109 | ||
| Total | | $(3,964) | | $40,714 | ||
As of September 30, 2025, the weighted average amortization periods for asset lease intangibles and liability lease intangibles were 3.0 years and 2.4 years, respectively.
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Note 4 – Credit Facility, Notes Payable and Derivative Instruments
Credit Facility
As of September 30, 2025, the Company, the Operating Partnership, as borrower, and certain of its subsidiaries were parties to an amended and restated $900 million unsecured syndicated credit facility with JPMorgan Chase Bank, N.A. (“JPMorgan”), as administrative agent (the “Credit Facility”). The Credit Facility consisted of (i) $500 million of term loans, which included (a) a $350 million term loan (“Term Loan A”) and (b) a $150 million term loan (“Term Loan B,” and, together with Term Loan A, the “Term Loans”), and (ii) a $400 million revolver (the “Revolver”). The Credit Facility also included a $500 million accordion feature. Term Loan A had a maturity date in May 2026, Term Loan B matures in February 2028, and the Revolver had a maturity date in August 2026, withtwo, six-month extension options. Interest rates on amounts outstanding under the Credit Facility equaled the term Secured Overnight Financing Rate (“SOFR”) plus a related spread adjustment of 10 basis points and a borrowing spread based on the current pricing grid in the Credit Facility.
On October 8, 2025, the Company amended and restated the Credit Facility (the “Amended and Restated Credit Facility”) to among other things: (i) extend the initial maturity date of the Revolver to October 2029 withtwo, six-month extension options; and (ii) extend the maturity of Term Loan A, dividing it into three term loans structured as follows:
(iii) remove the previous 0.10% (10 basis point)SOFR credit spread adjustment on all Amended and Restated Credit Facility borrowings. All other material terms of the Credit Facility remain unchanged in the Amended and Restated Credit Facility.
The Operating Partnership is subject to a number of financial covenants under the Credit Facility, including, among other things, the following as of the end of each fiscal quarter, (i) a maximum consolidated unsecured leverage ratio of less than 60%, (ii) a maximum consolidated secured leverage ratio of less than 30%, (iii) a maximum consolidated secured recourse leverage ratio of less than 10%, (iv) a minimum fixed charge coverage ratio of 1.50:1.00, (v) a minimum unsecured interest coverage ratio of 1.50:1.00, (vi) a maximum consolidated leverage ratio of less than 60%, (vii) a maximum cash investment in joint ventures of 10% of total asset value and (viii) a minimum net worth of $573 million plus 75% of all net proceeds raised through equity offerings subsequent to March 31, 2022. As of September 30, 2025, management believed it complied with all of the financial and non-financial covenants contained in the Credit Facility.
The Company has entered into interest rate swaps and forward starting interest rate swaps to hedge its interest rate risk on the Term Loans through their respective maturities. For additional information related to the interest rate swaps, see the “Derivative Instruments - Interest Rate Swaps” section herein.
During the nine months ended September 30, 2025, the Company borrowed $115,400 under the Credit Facility and repaid $40,300, for a net amount borrowed of $75,100. During the nine months ended September 30, 2024, the Company borrowed $82,800 under the Credit Facility and repaid $55,400, for a net amount borrowed of $27,400. Interest expense incurred on the Credit Facility was $7,499, and $21,197 for the three and nine months ended September 30, 2025, respectively, and $6,526 and $18,766 for the three and nine months ended September 30, 2024, respectively.
As of September 30, 2025 and December 31, 2024, the Company had the following outstanding borrowings under the Credit Facility:
| | | | | | | |
|---|---|---|---|---|---|---|
| · September 30, 2025 · December 31, 2024 | ||||||
| Revolver | | $211,700 | | $136,600 | ||
| Term Loan A | | | 350,000 | | | 350,000 |
| Term Loan B | | 150,000 | | 150,000 | ||
| Credit Facility, gross | | | 711,700 | | | 636,600 |
| Less: Unamortized debt issuance costs | | (3,218) | | (4,868) | ||
| Credit Facility, net | | $708,482 | | $631,732 | ||
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Costs incurred related to the Credit Facility, net of accumulated amortization, are netted against the Company’s “Credit Facility, net of unamortized debt issuance costs” balance in the accompanying Condensed Consolidated Balance Sheets. Amortization expense incurred related to debt issuance costs was $550 and $1,650 for the three and nine months ended September 30, 2025, respectively, and $550 and $1,649 for the three and nine months ended September 30, 2024, respectively, and is included in the “Interest Expense” line item in the accompanying Condensed Consolidated Statements of Operations.
Notes Payable, Net of Debt Issuance Costs
The Company, through certain of its wholly owned subsidiaries, entered into or assumed loans in connection with the acquisitions of the Rosedale and Toledo facilities. As of September 30, 2025 and December 31, 2024, the Company had the following outstanding borrowings under these loans:
| | | | | | | |
|---|---|---|---|---|---|---|
| · September 30, 2025 · December 31, 2024 | ||||||
| Rosedale loan (1) | | $— | | $13,158 | ||
| Toledo loan (2) | | | 1,153 | | | 1,263 |
| Notes payable, gross | | | 1,153 | | | 14,421 |
| Unamortized debt issuance costs | | — | | (22) | ||
| Notes payable, net | | $1,153 | | $14,399 | ||
| (1) | The Rosedale loan had an annual interest rate of 3.85% and matured on July 31, 2025. |
| (2) | The Toledo loan has an annual interest rate of 5.0% and matures on July 30, 2033. |
Amortization expense incurred related to debt issuance costs was $4 and $22 for the three and nine months ended September 30, 2025, respectively, and $9 and $35 for the three and nine months ended September 30, 2024, respectively, and is included in the “Interest Expense” line item in the accompanying Condensed Consolidated Statements of Operations.
The Company made principal payments of $13,268 and $11,441 during the nine months ended September 30, 2025 and 2024, respectively. Interest expense incurred on these loans was $55 and $346 for the three and nine months ended September 30, 2025, respectively, and $151 and $669 for the three and nine months ended September 30, 2024, respectively.
As of September 30, 2025, scheduled principal payments due for each year ended December 31 were as follows:
| | | | |
|---|---|---|---|
| 2025 (three months remaining) | | $ | - |
| 2026 | | | 117 |
| 2027 | | | 124 |
| 2028 | | | 131 |
| 2029 | | | 139 |
| Thereafter | | | 642 |
| Total | | $1,153 |
Derivative Instruments - Interest Rate Swaps
As of September 30, 2025, the Company hadnine interest rate swaps that are used to manage its interest rate risk by fixing the SOFR component of the Term Loans through their maturities. Five of the Company’s interest rate swaps related to Term Loan A with a combined notional value of $350 million that fix the SOFR component on Term Loan A through April 2026 at 1.36%. Four of the Company’s interest rate swaps related to Term Loan B with a combined notional value of $150 million that fix the SOFR component on Term Loan B through January 2028 at 2.54%.
The Company records the swaps either as an asset or a liability measured at its fair value at each reporting period. When hedge accounting is applied, the change in the fair value of derivatives designated and that qualify as cash flow hedges is (i) recorded in accumulated other comprehensive income in the equity section of the Company’s Condensed Consolidated Balance Sheets and (ii) subsequently reclassified into earnings as interest expense for the period that the hedged forecasted transactions affect earnings. If specific hedge accounting criteria are not met, changes in the Company’s derivative instruments’ fair value are recognized currently as an adjustment to net income. As of September 30, 2025 and December 31, 2024, all of the Company’s swaps met the criteria for hedge accounting.
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The Company’s interest rate swaps are not traded on an exchange. The Company’s interest rate swaps are recorded at fair value based on a variety of observable inputs including contractual terms, interest rate curves, yield curves, measure of volatility, and correlations of such inputs. The Company measures its derivatives at fair value on a recurring basis based on the expected size of future cash flows on a discounted basis and incorporates a measure of non-performance risk. The fair values are based on Level 2 inputs within the framework of ASC Topic 820. The Company considers its own credit risk, as well as the credit risk of its counterparties, when evaluating the fair value of its derivative instruments.
The fair value of the Company’s interest rate swaps was an asset of $7,467 and $18,613 as of September 30, 2025 and December 31, 2024, respectively. The balances are included in the “Derivative Asset” line item on the Company’s Condensed Consolidated Balance Sheets as of September 30, 2025 and December 31, 2024, respectively.
The table below details the components of the amounts presented on the accompanying Condensed Consolidated Statements of Comprehensive Loss recognized on the Company’s interest rate swaps designated as cash flow hedges for the three and nine months ended September 30, 2025 and 2024:
| · · · · · · · · · · · · | ||||||||
|---|---|---|---|---|---|---|---|---|
| · · Three Months Ended September 30, · · Nine Months Ended September 30, | ||||||||
| · 2025 · 2024 · 2025 · 2024 | ||||||||
| Amount of (gain) loss recognized in other comprehensive loss | | $(404) | | $8,197 | | $1,249 | | $(3,233) |
| Amount of gain reclassified from accumulated other comprehensive income into interest expense | | 3,333 | | 4,508 | | 9,897 | | 13,391 |
| Total change in accumulated other comprehensive income | | $2,929 | | $12,705 | | $11,146 | | $10,158 |
During the next twelve months, the Company estimates that an additional $6,387 will be reclassified as a decrease to interest expense. Additionally, during the three and nine months ended September 30, 2025, the Company recorded total interest expense in its Condensed Consolidated Statements of Operations of $8,175 and $23,351, respectively.
In addition to thenine interest rate swaps that were in place as of September 30, 2025, in connection with the Amended and Restated Credit Facility, on October 7, 2025, the Company entered into seven new forward starting interest rate swaps with a combined notional value of $350 million to fully hedge the SOFR component of thethree Term Loan A tranches through their respective maturities.
Weighted-Average Interest Rate and Term
The weighted average interest rate and term of the Company’s debt was 4.06% and 1.3 years at September 30, 2025, compared to 3.75% and 2.0 years as of December 31, 2024.
Note 5 – Equity
Preferred Stock
The Company’s charter authorizes the issuance of 10,000 shares of preferred stock, par value $0.001 per share. As of September 30, 2025 and December 31, 2024, there were 3,105 shares of Series A Cumulative Redeemable Preferred Stock (“Series A Preferred Stock”), issued and outstanding. The Series A Preferred Stock has a liquidation preference of $25 per share.
Preferred stock dividend activity for the nine months ended September 30, 2025 is summarized in the following table:
| · · · · · · · · · · · · | ||||||||||
|---|---|---|---|---|---|---|---|---|---|---|
| · · Applicable · · Quarterly · Dividends | ||||||||||
| Date Announced | | Record Date | | Quarter | | Payment Date | | Dividend | | per Share |
| · · · · · · · · · · · · | ||||||||||
| December 4, 2024 | | January 15, 2025 | | Q4 2024 | | January 31, 2025 | | $1,455 | | $0.46875 |
| February 27, 2025 | | April 15, 2025 | | Q1 2025 | | April 30, 2025 | | $1,455 | | $0.46875 |
| May 28, 2025 | | July 15, 2025 | | Q2 2025 | | July 31, 2025 | | $1,455 | | $0.46875 |
| September 3, 2025 | | October 15, 2025 | | Q3 2025 | | October 31, 2025 | | $1,455 | (1) | $0.46875 |
| (1) | Two months of this amount, equal to $970, was accrued at September 30, 2025. |
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The holders of the Series A Preferred Stock are entitled to receive dividend payments only when, as and if declared by the Board (or a duly authorized committee of the Board). Dividends will accrue or be payable in cash from the original issue date, on a cumulative basis, quarterly in arrears on each dividend payment date at a fixed rate per annum equal to 7.50% of the liquidation preference of $25.00 per share (equivalent to $1.875 per share on an annual basis). The Series A Preferred Stock may be partially or fully redeemed by the Company. Dividends on the Series A Preferred Stock are cumulative and accrue whether or not (i) funds are legally available for the payment of those dividends, (ii) the Company has earnings or (iii) those dividends are declared by the Board. The quarterly dividend payment dates on the Series A Preferred Stock are January 31, April 30, July 31 and October 31 of each year. During each of the nine-month periods ended September 30, 2025 and 2024, the Company paid preferred dividends of $4,366.
Common Stock
After the impact of the Reverse Stock Split, the Company had 100,000 authorized shares of common stock, $0.001 par value and as of September 30, 2025 and December 31, 2024, there were 13,407 and 13,374 outstanding shares of common stock, respectively.
Common stock dividend activity for the nine months ended September 30, 2025 is summarized in the following table:
| · · · · · · · · · · · · | |||||||
|---|---|---|---|---|---|---|---|
| · · Applicable · · Dividend · Dividends | |||||||
| Date Announced · · Record Date · · Quarter · · Payment Date · · Amount(1) · · per Share(2) | |||||||
| · · · · · · · · · · · · | |||||||
| December 4, 2024 | December 20, 2024 | Q4 2024 | January 8, 2025 | | $15,164 | | $1.05 |
| February 27, 2025 | March 21, 2025 | Q1 2025 | April 9, 2025 | | $15,234 | | $1.05 |
| May 28, 2025 | June 20, 2025 | Q2 2025 | July 9, 2025 | | $10,890 | | $0.75 |
| September 3, 2025 | September 29, 2025 | Q3 2025 | October 15, 2025 | | $10,914 | | $0.75 |
| (1) | Includes distributions on outstanding LTIP Units and OP Units. |
(2)Adjusted to reflect the impact of the Reverse Stock Split.
During the nine months ended September 30, 2025 and 2024, the Company paid total dividends on its common stock, LTIP Units and OP Units in the aggregate amount of $41,393 and $44,759, respectively.
As of September 30, 2025 and December 31, 2024, the Company had accrued dividend balances of $167 and $386 for dividends payable on the aggregate annual and long-term LTIP Units that are subject to retroactive receipt of dividends on the amount of LTIP Units ultimately earned. During the nine months ended September 30, 2025, $114 dividends were reversed and $105 of dividends were paid related to these units. During the nine months ended September 30, 2024, $237 of dividends were accrued and $127 of dividends were paid related to these units.
The amount of the dividends paid to the Company’s stockholders is determined by the Board and is dependent on a number of factors, including funds available for payment of dividends, the Company’s financial condition and capital expenditure requirements, except that, in accordance with the Company’s organizational documents and Maryland law, the Company may not make dividend distributions that would: (i) cause it to be unable to pay its debts as they become due in the usual course of business; (ii) cause its total assets to be less than the sum of its total liabilities plus senior liquidation preferences; or (iii) jeopardize its ability to maintain its qualification as a REIT.
Capital Raising Activity
In January 2024, the Company and the Operating Partnership implemented a $300 million “at-the-market” equity offering program, pursuant to which the Company may offer and sell (including through forward sales), from time to time, shares of its common stock (the “2024 ATM Program”). No shares were sold under the 2024 ATM Program during the nine months ended September 30, 2025.
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Common Stock Repurchase Program* *
In August 2025, the Board approved a $50 million common stock repurchase program (the “Stock Repurchase Program”). Under the Stock Repurchase Program, the Company may purchase up to $50 million of its outstanding shares of common stock from time to time in the open market, including through block purchases, through privately negotiated transactions or pursuant to any Rule 10b5-1 trading plan, in accordance with applicable securities laws. The specific timing, price and size of purchases will depend on prevailing stock prices, general economic and market conditions and other considerations. The Stock Repurchase Program does not obligate the Company to repurchase any dollar amount or number of shares of its common stock and may be suspended or discontinued at any time. No shares were repurchased during the nine months ended September 30, 2025.
Reverse Stock Split
In August 2025, the Board approved the Reverse Stock Split. The Reverse Stock Split was completed on September 19, 2025. As a result of the Reverse Stock Split, on September 19, 2025, every five issued and outstanding shares of the Company’s common stock was converted into one share of its common stock, with a proportionate reduction in the Company’s (i) authorized shares of common stock from 500 million shares to 100 million shares, (ii) outstanding equity awards, (iii) number of shares remaining available for issuance under the Company’s 2016 Equity Incentive Plan, as amended, and (iv) outstanding common units of the Operating Partnership. The par value of each share of the Company’s common stock remained unchanged. Trading in the Company’s common stock on a split adjusted basis began at the market open on September 22, 2025. The Reverse Stock Split reduced the number of shares outstanding on September 19, 2025 from 67,037 to 13,407, excluding fractional shares. All common share and per common share amounts in these condensed consolidated financial statements and notes thereto and applicable disclosures have been retrospectively adjusted for all periods presented to reflect the Reverse Stock Split. Additionally, for all previously reported periods the Company’s Common Stock balance decreased by approximately 55 thousand and Additional Paid-In Capital balance increased by the same amount, resulting in no change in the Company’s total equity balances.
The Company’s common stock continues to be traded on the New York Stock Exchange under the symbol “GMRE” but was assigned a new CUSIP number. No fractional shares were issued in connection with the Reverse Stock Split. Instead, each stockholder that otherwise would have received fractional shares received, in lieu of such fractional shares, cash in an amount based on the closing price of the Company’s common stock on the New York Stock Exchange on September 19, 2025. The Reverse Stock Split resulted in approximately 60 fractional shares, for which cash payments totaling approximatelytwo thousand dollars were paid in lieu of issuing such fractional shares. Thetwo thousand dollars paid was treated as a reduction of the Company’s Additional Paid-In Capital balance as of September 30, 2025. The Reverse Stock Split applied to all of the outstanding shares of the Company’s common stock as of September 19, 2025, and therefore did not affect any stockholder’s ownership percentage of shares of the Company’s common stock, except for de minimis changes resulting from the payment of cash in lieu of fractional shares.
OP Units
During the nine months ended September 30, 2025, the Operating Partnership didnot issue any OP Units and redeemed five OP Units (adjusted to reflect the impact of the Reverse Stock Split). During the year ended December 31, 2024, the Operating Partnership didnot issue orredeem any OP Units.
The OP Unit value at issuance and redemption is based on the Company’s closing share price on the date of the respective transaction and is included as a component of noncontrolling interest equity in the Company’s Condensed Consolidated Balance Sheets as of September 30, 2025 and December 31, 2024. The Company has sufficient shares of common stock authorized pursuant to its charter to cover the redemption of outstanding OP Units.
Note 6 – Related Party Transactions
Related Party Balances
The amounts due from related parties as of September 30, 2025 and December 31, 2024 were $367 and $270, respectively. These balances primarily consist of taxes paid on behalf of LTIP Unit and OP Unit holders that are reimbursable to the Company as well as funds owed to the Company from the Joint Venture for management fees earned by the Company. The Company hadno amounts due to related parties as of September 30, 2025 and December 31, 2024.
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Note 7 – Stock-Based Compensation
2016 Equity Incentive Plan
The 2016 Equity Incentive Plan, as amended (the “Plan”), is intended to assist the Company and its affiliates in recruiting and retaining employees of the Company, members of the Board, executive officers of the Company, and individuals who provide services to the Company and its affiliates.
All share and LTIP Unit amounts have been adjusted to reflect the impact of the Reverse Stock Split.
The Plan is intended to permit the grant of both qualified and non-qualified options and the grant of stock appreciation rights, restricted stock, unrestricted stock, awards of restricted stock units, performance awards and other equity-based awards (including LTIP Units). Based on the grants outstanding as of September 30, 2025, there were 271 shares of common stock that remain available to be granted under the Plan. Units subject to awards under the Plan that are forfeited, cancelled, lapsed, or otherwise expired (excluding shares withheld to satisfy exercise prices or tax withholding obligations) are available for grant.
Time-Based Grants
During the nine months ended September 30, 2025, the Company granted the following LTIP Units:
| | | | | | | |
|---|---|---|---|---|---|---|
| | | | | Number of | | |
| Date | | Description | | Units Issued | | Vesting Dates |
| | | | | | | |
| February 26, 2025 | | Final awards under the 2024 Annual Incentive Plan | | 25 | | 50% on February 26, 2025; and |
| | | | | | | 50% on February 26, 2026 |
| | | | | | | |
| February 26, 2025 | | Time-based awards under the 2025 Long-Term Incentive Plan | | 41 | | 100% on February 26, 2028 |
| | | | | | | |
| May 14, 2025 | | Annual awards to independent directors | | 12 | | 100% on May 14, 2026 |
| | | | | | | |
| June 23, 2025 | | New Chief Executive Officer and President signing grant (1) | | 32 | | 100% on June 23, 2028 |
| (1) | Represents a one-time award of LTIP Units in connection with the appointment of the Company’s new Chief Executive Officer and President, effective June 23, 2025. The number of LTIP Units was based on the volume-weighted average closing price (VWAP) of the Company’s common stock reported on the New York Stock Exchange for the 20 trading days ending on the grant date. |
During the nine months ended September 30, 2025, certain participants redeemed an aggregate of 28 vested LTIP Units for the Company’s common stock. A detail of the Company’s outstanding time-based LTIP Units as of September 30, 2025 is as follows:
| · · | |
|---|---|
| Vested units | 544 |
| Unvested units | 157 |
| LTIP Units outstanding as of September 30, 2025 | 701 |
Performance Based Awards
The Board has approved annual performance-based LTIP awards (“Annual Awards”) and long-term performance-based LTIP awards (“Long-Term Awards” and together with the Annual Awards, “Performance Awards”) to the executive officers and other employees of the Company. As described below, the Annual Awards haveone-year performance periods and the Long-Term Awards have three-year performance periods. In addition to meeting specified performance metrics, vesting in the Performance Awards is subject to service requirements.
-22-
During the nine months ended September 30, 2025, two 2023 Long-Term Awards andseven 2024 Long-Term Awards were forfeited. A detail of the Performance Awards under the 2023, 2024 and 2025 programs as of September 30, 2025 is as follows:
| | | |
|---|---|---|
| 2023 Long-Term Awards | 29 | |
| 2024 Long-Term Awards | | 39 |
| 2025 Annual Awards (1) | | 36 |
| 2025 Long-Term Awards (2) | | 33 |
| Total target Performance Awards as of September 30, 2025 | 137 |
(1) Approved by the Board on February 26, 2025, with the exception offive awards for the new Chief Executive Officer and President approved by the Board on June 20, 2025 with an award date of June 23, 2025. The number of target LTIP Units was based on the average closing price of the Company’s common stock reported on the New York Stock Exchange over the 15 trading days preceding the award date.
| (2) | Approved by the Board on February 26, 2025. The number of target LTIP Units was based on the fair value of the Long-Term Awards as determined by an independent valuation consultant. |
Annual Awards. The Annual Awards are subject to the terms and conditions of LTIP Annual Award Agreements (“LTIP Annual Award Agreements”) between the Company and each grantee.
The Compensation Committee of the Board (the “Compensation Committee”) and the Board established performance goals for the year ending December 31, 2025, as set forth in the 2025 LTIP Annual Award Agreements (the “Performance Goals”) that will be used to determine the number of LTIP Units earned by each grantee. Cumulative stock-based compensation expense during the three and nine months ended September 30, 2025 reflects management’s estimate of the probability of the number of these awards that will be earned. As soon as reasonably practicable following the end of the performance period, the Compensation Committee and the Board will determine the extent to which the Company has achieved each of the Performance Goals (expressed as a percentage) and, based on such determination, will calculate the number of LTIP Units that each grantee is entitled to receive. Each grantee may earn up to 150% of the number of his/her target LTIP Units. Any 2025 Annual Award LTIP Units that are not earned will be forfeited and cancelled.
*Vesting.*LTIP Units that are earned as of the end of the applicable performance period will vest in two installments as follows:50% of the earned LTIP Units will become vested on the valuation date of the awards (which is expected to occur in February 2026) and 50% of the earned LTIP Units become vested on theone year anniversary of the initial vesting date. Vesting may be accelerated under certain circumstances such as a “change-in-control” transaction or a “qualified termination” event.
*Distributions.*Distributions equal to the dividends declared and paid by the Company will accrue during the applicable performance period on the estimated number of LTIP Units that the grantee could earn and will be paid with respect to all of the earned LTIP Units at the conclusion of the applicable performance period, in cash or by the issuance of additional LTIP Units at the discretion of the Compensation Committee.
Long-Term Awards. The Long-Term Awards are subject to the terms and conditions of their related LTIP Long-Term Award Agreements (collectively the “LTIP Long-Term Award Agreements”) between the Company and each grantee. The number of LTIP Units that each grantee earns under the LTIP Long-Term Award Agreements will be determined following the conclusion of athree-year performance period based on the Company’s (i) total stockholder return (“TSR”), which is determined based on a combination of appreciation in stock price and dividends paid during the performance period, and (ii) relative stockholder return (“RSR”), which is determined by comparing the Company’s TSR with the TSRs of the companies that comprise the Dow Jones U.S. Real Estate Health Care Index (the “Index”). Each grantee may earn up to 200% of the number of target LTIP Units covered by the grantee’s Long-Term Award. Any target LTIP Units that are not earned will be forfeited and cancelled. The number of LTIP Units earned under the Long-Term Awards will be determined as soon as reasonably practicable following the end of the applicable three-year performance period based on the Company’s TSR on an absolute basis (as to 50% of the Long-Term Award) and RSR (as to 50% of the Long-Term Award).
*Vesting.*LTIP Units that are earned as of the end of the applicable three-year performance period will vest in two installments as follows:50% of the earned LTIP Units will vest upon the day prior to the third anniversary of the respective grant dates and the remaining 50% will vest on theone year anniversary of the initial vesting date. Vesting may be accelerated under certain circumstances such as a “change-in-control” transaction or a “qualified termination” event.
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*Distributions.*Pursuant to the LTIP Long-Term Award Agreements, distributions equal to the dividends declared and paid by the Company will accrue during the applicable performance period on the estimated number of LTIP Units that the grantee could earn and will be paid with respect to all of the earned LTIP Units at the conclusion of the applicable performance period, in cash or by the issuance of additional LTIP Units at the discretion of the Compensation Committee.
Stock-Based Compensation Expense
Compensation expense for LTIP Unit grants, Annual Awards, and Long-Term Awards is based on the grant date fair value of the units/awards, with no subsequent remeasurement required.
As the Long-Term Awards involve market-based performance conditions, the Company utilizes a Monte Carlo simulation to provide a grant date fair value for expense recognition. The Monte Carlo simulation is a generally accepted statistical technique used, in this instance, to simulate a range of possible future stock prices for the Company and the members of the Index over the Performance Periods. The purpose of this modeling is to use a probabilistic approach for estimating the fair value of the performance share award.
The assumptions used in the Monte Carlo simulation include beginning average stock price, valuation date stock price, expected volatilities, correlation coefficients, risk-free rate of interest, and expected dividend yield. The beginning average stock price is the beginning average stock price for the Company and each member of the Index for the 15 trading days leading up to the grant date of the Long-Term Award. The valuation date stock price is the closing stock price of the Company and each of the peer companies in the Index on the grant dates of the Long-Term Awards. The expected volatilities are modeled using the historical volatilities for the Company and the members of the Index. The correlation coefficients are calculated using the same data as the historical volatilities. The risk-free rate of interest is taken from the U.S. Treasury website and relates to the expected life of the remaining performance period on valuation or revaluation. Lastly, the dividend yield assumption is 0.0%, which is mathematically equivalent to reinvesting dividends in the issuing entity, which is part of the Company’s award agreement assumptions.
Below are details regarding certain of the assumptions for the Long-Term Awards using Monte Carlo simulations:
| · · · · · · · · · · | ||||||
|---|---|---|---|---|---|---|
| · · 2025 Long-Term · · 2024 Long-Term · · 2023 Long-Term · | ||||||
| · Awards · Awards · Awards | ||||||
| · · · · · · · · · · | ||||||
| Fair value | | $46.60 | | $46.85 | | $58.35 |
| Target awards | | 33 | | 39 | | 29 |
| Volatility | | 28.67% | 28.12% | 43.54% | ||
| Risk-free rate | | 4.00% | 4.38% | 4.35% | ||
| Dividend assumption | | reinvested | | reinvested | | reinvested |
| Expected term in years | | 3 | | 3 | | 3 |
The Company incurred stock compensation expense of $1,207 and $3,086 for the three ands nine months ended September 30, 2025, respectively, and $1,274 and $3,826 for the three and nine months ended September 30, 2024, respectively, related to the grants awarded under the Plan. Compensation expense is included within “General and Administrative” expense in the Company’s Condensed Consolidated Statements of Operations.
As of September 30, 2025, total unamortized compensation expense related to these awards of approximately $6.7 million is expected to be recognized over a weighted average remaining period of 1.7 years.
Note 8**– Leases**
The Company operates as both a lessor and a lessee. As a lessor, the Company is required under ASC Topic 842 to account for leases using an approach that is substantially similar to ASC Topic 840’s guidance for operating leases and other leases such as sales-type leases and direct financing leases. In addition, ASC Topic 842 requires lessors to capitalize and amortize only incremental direct leasing costs. As a lessee, the Company is required under the new standard to apply a dual approach, classifying leases, such as ground leases, as either finance or operating leases based on the principle of whether or not the lease is effectively a financed purchase. This classification determines whether lease expense is recognized based on an effective interest method or on a straight-line basis over the term of the lease. ASC Topic 842 also requires lessees to record a right of use asset and a lease liability for all leases with an initial term
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of greater than a year regardless of their classification. The Company has also elected the practical expedient not to recognize right of use assets and lease liabilities for leases with a term of a year or less.
Information as Lessor
To generate positive cash flow, as a lessor, the Company leases its facilities to tenants in exchange for fixed monthly payments that cover rent, property taxes, insurance and certain cost recoveries, primarily common area maintenance (“CAM”). The Company’s leases were determined to be operating leases and have a portfolio-average-lease-years remaining of approximately 10 years. Payments from the Company’s tenants for CAM are considered nonlease components that are separated from lease components and are generally accounted for in accordance with the revenue recognition standard. However, the Company qualified for and elected the practical expedient related to combining the components because the lease component is classified as an operating lease and the timing and pattern of transfer of CAM income, which is not the predominant component, is the same as the lease component, for all asset classes. As such, consideration for CAM is accounted for as part of the overall consideration in the lease. Payments from customers for property taxes and insurance are considered non-components of the lease and therefore no consideration is allocated to them because they do not transfer a good or service to the customer. Fixed contractual payments from the Company’s leases are recognized on a straight-line basis over the terms of the respective leases. This means that, with respect to a particular lease, actual amounts billed in accordance with the lease during any given period may be higher or lower than the amount of rental revenue recognized for the period. Straight-line rental revenue is commenced when the tenant assumes control of the leased premises. Accrued straight-line rents receivable represents the amount by which straight-line rental revenue exceeds rents currently billed in accordance with lease agreements.
Some of the Company’s leases are subject to annual changes in the Consumer Price Index (“CPI”). Although increases in CPI are not estimated as part of the Company’s measurement of straight-line rental revenue, for leases with base rent increases based on CPI, the amount of rent revenue recognized is adjusted in the period the changes in CPI are measured and effective. Additionally, some of the Company’s leases have extension options.
Initial direct costs, primarily commissions related to the leasing of our facilities are capitalized when material as incurred. Capitalized leasing costs are amortized on a straight-line basis over the remaining useful life of the respective leases. All other costs to negotiate or arrange a lease are expensed as incurred.
Lease-related receivables, which include accounts receivable and accrued straight-line rents receivable, are reduced for credit losses, if applicable. The Company regularly evaluates the collectability of its lease-related receivables. The Company’s evaluation of collectability primarily consists of reviewing past due account balances and considering such factors as the credit quality of our tenant, historical trends of the tenant and changes in tenant payment terms. If the Company’s assumptions regarding the collectability of lease-related receivables prove incorrect, the Company could experience credit losses in excess of what was recognized in rental and other revenues.
The Company recognized $37,036 and $109,510 of rental revenue related to operating lease payments for the three and nine months ended September 30, 2025, respectively, and $34,175 and $103,458 of rental revenue related to operating lease payments for the three and nine months ended September 30, 2024, respectively. Of these amounts, $1,774 and $5,595 relate to variable rental revenue for the three and nine months ended September 30, 2025, respectively, and $1,891 and $5,817 relate to variable rental revenue for the three and nine months ended September 30, 2024, respectively.
The aggregate annual cash to be received by the Company on the noncancelable operating leases related to its portfolio as of September 30, 2025 is as follows for the subsequent years ended December 31:
| | | | |
|---|---|---|---|
| 2025 (three months remaining) | $31,909 | ||
| 2026 | | 123,754 | |
| 2027 | | 111,173 | |
| 2028 | | 100,060 | |
| 2029 | | | 86,352 |
| Thereafter | | 290,226 | |
| Total | | $743,474 | |
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Information as Lessee
The Company recorded aright of use asset andliability during the nine months ended September 30, 2025 for the five acquisitions completed during that period that have buildings located on land that is subject to ground leases. The Company used a discount rate of approximately 5.9% to record the right of use asset and liability for these ground leases, which approximated its incremental borrowing rate at the date of acquisition. During the three and nine months ended September 30, 2025, the Company incurred interest expense of $67 and $136, respectively, from ground leases that were classified as financing leases. Including these buildings, the Company has ten buildings located on land that is subject to ground leases with a weighted average remaining term of approximately 44 years. Rental payments on these leases are adjusted periodically based on either the CPI or on a pre-determined schedule. The monthly payments on a pre-determined schedule are recognized on a straight-line basis over the terms of the respective leases. Changes in the CPI are not estimated as part of our measurement of straight-line rental expense. Some of the Company’s ground leases contain extension options and, where we determined it was reasonably certain that an extension would occur, they were included in our calculation of the right of use asset and liability. The Company recognized approximately $100 and $256 of ground lease expense during the three and nine months ended September 30, 2025, respectively, of which $99 and $233 was paid in cash. The Company recognized approximately $51 and $161 of ground lease expense during the three and nine months ended September 30, 2024, respectively, of which $58 and $110 was paid in cash.
The following table sets forth the undiscounted cash flows of our scheduled obligations for future lease payments on operating ground leases at September 30, 2025, and a reconciliation of those cash flows to the operating lease liability at September 30, 2025:
| | | | |
|---|---|---|---|
| 2025 (three months remaining) | $280 | ||
| 2026 | | 1,134 | |
| 2027 | | 1,150 | |
| 2028 | | 1,174 | |
| 2029 | | | 1,193 |
| Thereafter | | 27,200 | |
| Total | | | 32,131 |
| Discount | | (18,626) | |
| Lease liability | | $13,505 | |
Tenant Concentration
During the nine months ended September 30, 2025, the Company’s rental revenues were derived from 315 tenants leasing 191 buildings. During this period there were no tenants with rental revenue that exceeded 10% of the Company’s rental revenue.
Note 9 – Commitments and Contingencies
Litigation
The Company is not presently subject to any material litigation nor, to its knowledge, is any material litigation threatened against the Company, which if determined unfavorably to the Company, would have a material adverse effect on the Company’s financial position, results of operations, or cash flows.
Environmental Matters
The Company follows a policy of monitoring its properties for the presence of hazardous or toxic substances. While there can be no assurance that a material environmental liability does not exist at its properties, the Company is not currently aware of any environmental liability with respect to its properties that would have a material effect on its financial position, results of operations, or cash flows. Additionally, the Company is not aware of any material environmental liability or any unasserted claim or assessment with respect to an environmental liability that management believes would require additional disclosure or the recording of a loss contingency.
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Note 10 – Subsequent Events
On October 8, 2025, the Company entered into the Amended and Restated Credit Facility, which contains the following material amendments to the Company’s Credit Facility:
| ● | Extends the initial maturity date of the existing $400 million Revolver component of the Credit Facility to October 2029 with two, six-month extension options available at the Company’s election to extend the maturity to October 2030; and |
| ● | Extends the maturity of the existing $350 million Term Loan A, dividing it into three term loans structured as follows: |
| ● | Removes the previous 0.10% (10 basis point) SOFR credit spread adjustment on all Amended and Restated Credit Facility borrowings. |
In connection with the Amended and Restated Credit Facility, on October 7, 2025, the Company entered into $350 million of new forward starting interest rate swaps to fully hedge the SOFR component of thethree Term Loan A tranches through their respective maturities.
At closing of the Amended and Restated Credit Facility, the weighted average term of the Company’s debt, including the drawn Revolver component, was 4.4 years.
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The text of this filing, as the company filed it with the SEC, without its images or exhibits. This is not investment advice.