LTC PROPERTIES INC

1. The Company

LTC Properties, Inc. (“LTC” or the “Company”) was incorporated on May 12, 1992 in the state of Maryland and commenced operations on August 25, 1992. LTC is a real estate investment trust (“REIT”) that invests primarily in seniors housing and health care properties primarily through ownership, sale-leasebacks, mortgage financing, joint ventures, construction financing and structured finance solutions including preferred equity, bridge and mezzanine lending. During the second quarter of 2025, LTC began utilizing the structure authorized by the REIT Investment Diversification and Empowerment Act of 2007 (commonly referred as “RIDEA”) as permitted by the Housing and Economic Recovery Act of 2008. Our primary objectives are to create, sustain and enhance stockholder equity value and provide current income for distribution to stockholders through real estate investments in seniors housing and health care properties managed by experienced operators. Our primary seniors housing and health care property classifications include skilled nursing centers (“SNF”), assisted living communities (“ALF”), independent living communities (“ILF”), memory care communities (“MC”) and combinations thereof. We also invest in other (“OTH”) types of properties, such as land parcels, projects under development (“UDP”) and behavioral health care hospitals. ILF, ALF, MC and combinations thereof are included in the seniors housing communities (“SH”) classification.

2. Summary of Significant Accounting Policies

Basis of Presentation

The accompanying consolidated financial statements include the accounts of LTC, our wholly-owned subsidiaries, and our consolidated companies. All intercompany investments, accounts and transactions have been eliminated.

Any reference to the number of properties or facilities, number of units, number of beds, number of operators, and yield on investments in real estate are unaudited and outside the scope of our independent registered public accounting firm’s audit of our consolidated financial statements in accordance with the standards of the Public Company Accounting Oversight Board.

Consolidation* *

At inception, and on an ongoing basis, as circumstances indicate the need for reconsideration, we evaluate each legal entity that is not wholly-owned by us for consolidation, first under the variable interest entity (“VIE”), then under the voting model. Our evaluation considers all of our variable interests, including common or preferred equity ownership, loans, and other participating instruments. The variable interest model applies to entities that meet certain criteria.

If an entity is determined to be a VIE, we evaluate whether we are the primary beneficiary. The primary beneficiary analysis is a qualitative analysis based on power and benefits. We consolidate a VIE if we have both power and benefits - that is (i) we have the power to direct the activities of a VIE that most significantly impact the VIE's economic performance (power), and (ii) we have the obligation to absorb losses of the VIE that could potentially be significant to the VIE, or the right to receive benefits from the VIE that potentially could be significant to the VIE (benefits). If we have a variable interest in a VIE but we are not the primary beneficiary, we account for our investment using the equity method of accounting.

If a legal entity does not meet the characteristics of a VIE, we evaluate such entity under the voting interest model. Under the voting interest model, we consolidate the entity if we, directly or indirectly, have greater than 50% of the voting shares.

The Financial Accounting Standards Board (the “FASB”) requires the classification of non-controlling interests as a component of consolidated equity in the consolidated balance sheet subject to the provisions of the rules governing classification and measurement of redeemable securities. The guidance requires consolidated net income to be reported at the amounts attributable to both the controlling and non-controlling interests. The calculation of earnings per share will be based on income amounts attributable to the controlling interest.

Use of Estimates

Preparation of the consolidated financial statements in conformity with Generally Accepted Accounting Principles (“GAAP”) requires management to make estimates and assumptions that affect the amounts reported in the consolidated financial statements and accompanying notes. Actual results could differ from those estimates. Our most significant assumptions and estimates are related to the valuation of real estate, purchase price allocation of acquired assets, revenue recognition including the collectability of tenant receivables and asset impairment.

Segment Disclosures

The FASB requires public companies to disclose more detailed information about their reportable segments, particularly regarding significant segment expenses that are regularly provided to the chief operating decision maker (“CODM”). Significant segment expenses are identified as expenses that are easily computable and regularly provided to the CODM. Additionally, public companies are required to disclose the title and position of the individual or group or committee identified as the CODM.

The Company uses the management approach in determining reportable operating segments. The management approach considers the internal organization and reporting used by its CODM for making operating decisions, allocating resources and assessing performance as the source for determining our reportable segments. In making this determination, the Company:

As noted above, we began utilizing the RIDEA structure in the second quarter of 2025. Under RIDEA, REITs are permitted to participate directly in the cash flow of qualified healthcare properties (compared to receiving solely contractual rental income). Accordingly, effective in the second quarter of 2025, we conduct and manage our business astwo operating segments, for reporting and decision-making purposes: real estate investments segment and seniors housing operating portfolio segment. Our real estate investments segment (“Real Estate Investments Segment”) consists of owned real properties that are leased pursuant to non-cancelable triple-net operating leases (“NNN” or “Triple-Net Portfolio”), financing receivables, mortgage loans, notes receivable and unconsolidated joint ventures, and our seniors housing operating portfolio (“SHOP”) segment consists of seniors housing communities that are managed on our behalf by independent operators pursuant to the terms of separate management agreements.

During the years ended December 31, 2025, 2024 and 2023, the CODM has been collectively identified as our Executive Chairman and Co-CEOs, who share the responsibility for allocating resources and assessing segment performance.

Cash Equivalents

Cash equivalents consist of highly liquid investments with a maturity of three months or less when purchased and are stated at cost which approximates market.

Owned Real Properties

We make estimates as part of our allocation of the purchase price of acquisitions to the various components of the acquisition based upon the fair value of each component. In determining fair value, we use current appraisals or other third-party opinions of value. The most significant components of our allocations are typically the allocation of fair value to land and buildings and, for certain of our acquisitions, in-place leases and other intangible assets. In the case of the fair value of buildings and the allocation of value to land and other intangibles, the estimates of the values of these components will affect the amount of depreciation and amortization we record over the estimated useful life of the property acquired or the remaining lease term. We evaluate each purchase transaction to determine whether the acquired assets meet the definition of an asset acquisition or a business combination. Transaction costs related to acquisitions that

are not deemed to be business combinations are included in the cost basis of the acquired assets, while transaction costs related to acquisitions that are deemed to be business combinations are expensed as incurred.

We capitalize direct construction and development costs, including predevelopment costs, interest, property taxes, insurance and other costs directly related and essential to the acquisition, development or construction of a real estate asset. We capitalize construction and development costs while substantive activities are ongoing to prepare an asset for its intended use. We consider a construction project as substantially complete and held available for occupancy upon the issuance of the certificate of occupancy. Costs incurred after a project is substantially complete and ready for its intended use, or after development activities have ceased, are expensed as incurred. For redevelopment, renovation and expansion of existing operating properties, we capitalize the cost for the construction and improvement incurred in connection with the redevelopment, renovation and expansion. Costs previously capitalized related to abandoned acquisitions or developments are charged to earnings. Expenditures for repairs and maintenance are expensed as incurred.

Depreciation is computed principally by the straight-line method for financial reporting purposes over the estimated useful lives of the assets, which range from 3 to 5 years for computers,5 to 15 years for furniture and equipment,35 to 50 years for buildings,10 to 20 years for site improvements,10 to 50 years for building improvements and the respective lease term for acquired lease intangibles.

Financing Receivables

As part of our acquisitions, we may from time to time, invest in sale and leaseback transactions. In accordance with Accounting Standards Codification (“ASC”)Topic 842, Leases (“ACS 842”), we are required to determine whether the sale and leaseback transaction qualifies as a sale. ASC 842 clarifies that an option for the seller-lessee to repurchase a real estate asset would generally preclude accounting for the transfer of the asset as a sale. Therefore, a sale and leaseback transaction of real estate that includes a seller-lessee repurchase option is accounted for as a failed sale and leaseback transaction. As a result, the purchased assets of a failed sale and leaseback transaction would be presented as aFinancing receivable on ourConsolidated Balance Sheets and the rental revenue from these properties is recorded asInterest income from financing receivables on ourConsolidated Statements of Income. Furthermore, upon expiration of the purchase option if the purchase option remains unexercised by the seller-lessee, the purchased assets will be reclassified fromFinancing receivables toOwned real properties on ourConsolidated Balance Sheets. Financing receivables are recorded on an amortized cost basis.

Mortgage Loans Receivable, Net of Loan Loss Reserve

The mortgage loans receivable we originate are recorded on an amortized cost basis.

Intangible Assets

As previously discussed, we make estimates as part of our allocation of the purchase price of an acquisition to various components of the acquisition based on the fair market value of each component. Occasionally, we may allocate a portion of the purchase price as in-place leases or other intangibles. In the case of the value of in-place leases, we make the best estimates based on the evaluation of the specific characteristics of each tenant’s lease. Factors considered include estimates of carrying costs during the hypothetical expected lease-up periods, market conditions and costs to execute similar leases.

Working Capital Loans

• *Our investment in working capital loans consists of loan arrangements with contractual interest ranging between 0.0% and 9.0% and maturities between 2026 and 2028.

Mezzanine Loans

Mezzanine financing sits between senior debt and common equity in the capital structure, and typically is used

to finance development projects or value-add opportunities on existing operational properties. We seek market-based, risk-adjusted rates of return typically between 8% and 12% with the loan term typically four tofive years. Security for mezzanine loans can include all or a portion of the following credit enhancements; secured second mortgage, pledge of equity interests and personal/corporate guarantees. Mezzanine loans are recorded for GAAP purposes as either a loan, under notes receivable, or joint venture (“JV”), under investment in unconsolidated JVs, depending upon specifics of the loan terms and related credit enhancements.

Investments in unconsolidated joint ventures

From time to time, we provide funding to third-party operators for the acquisition, development and construction (“ADC”) of a property. Under an ADC arrangement, we may participate in the residual profits of the project through the sale or refinancing of the property. These ADC arrangements can have characteristics similar to a loan or similar to a JV or partnership such as participating in the risks and rewards of the project as an owner or an investment partner. If the ADC arrangement characteristics are more similar to a jointly-owned investment or partnership, we account for the ADC arrangement as an investment in an unconsolidated JV under the equity method of accounting or a direct investment (consolidated basis of accounting) instead of applying loan accounting.

We evaluate our ADC arrangements first pursuant to ASCTopic 810,Consolidation, to determine whether the ADC arrangement meets the definition of a VIE, as described above, and whether we are the primary beneficiary. If the ADC arrangement is deemed to be a VIE but we are not the primary beneficiary, or if it is deemed to be a voting interest entity but we do not have a controlling financial interest, we account for our investment in the ADC arrangement using the equity method. Under the equity method, we initially record our investment at cost and subsequently recognize our share of net earnings or losses and other comprehensive income or loss, cash contributions made and distributions received, and other adjustments, as appropriate. Allocations of net income or loss may be subject to preferred returns or allocation formulas defined in operating agreements and may not be according to percentage ownership interests. In certain circumstances where we have a substantive profit-sharing arrangement which provides a priority return on our investment, a portion of our equity in earnings may consist of a change in our claim on the net assets of the underlying JV. Distributions of operating profit from the JVs are reported as part of operating cash flows, while distributions related to a capital transaction, such as a refinancing transaction or sale, are reported as investing activities.

We periodically perform evaluation of our investment in unconsolidated JVs to determine whether the fair value of each investment is less than the carrying value, and, if such decrease in value is deemed to be other-than-temporary, we write the investment down to its estimated fair value as of the measurement date.

Loan Loss Reserve

ASCTopic 326,Financial Instruments- Credit Losses (“ASC 326”) requires a forward looking “expected loss” model to be used for receivables, held-to-maturity debt, loans, and other instruments. When shared risk characteristics exist, ASC 326 requires a collective basis measurement of expected credit losses of the financial assets.

We determined ourMortgage loans receivable, Financing receivablesandNotes receivableare within the scope of this ASC*.We utilize the probability of default and discounted cash flow methods to estimate expected credit losses. Additionally, we stress-test the results to reflect the impact of unknown adverse future events including recessions. For more information on our credit losses seeNote 10.* Credit Loss Reserve below.

Accrued incentives

As part of our acquisitions and/or amendments, we may commit to provide contingent payments to our sellers or lessees, upon the properties achieving certain rent coverage ratios. Typically, when the contingent incentive payments are funded, cash rent will increase by the amount funded multiplied by a rate stipulated in the agreement. If it is deemed probable, the contingent payment is recorded as a liability at the estimate fair value calculated using a discounted cash flow analysis and accreted to the settlement amount of the estimated payment date. If the contingent payment is provided to the lessee, the payment is recorded as a lease incentive included in thePrepaid expenses and other assets line item on ourConsolidated Balance Sheets and is amortized as a yield adjustment over the life of the lease. The fair value of these

contingent liabilities is evaluated on a quarterly basis based on changes in estimates of future operating results and changes in market discount rates. This fair value measurement is based on significant inputs not observable in the market and thus represents a Level 3 measurement.

Impairments

Assets that are classified as held-for-use are periodically evaluated for impairment when events or changes in circumstances indicate that the asset may be impaired or the carrying amount of the asset may not be recoverable through future undiscounted cash flows. Where indicators of impairment exist, the estimation required in the undiscounted future cash flow assumption includes management’s probability-weighting of various scenarios including whether management modifies the lease with the existing operator versus identifying a replacement operator and the assumed market lease rate underlying projected future rental cash flows. In determining fair value, we use current appraisals or other third-party opinions of value and other estimates of fair value such as estimated discounted future cash flows. Based on our assessment, during the years ended December 31, 2025, 2024 and 2023, we recognized impairment losses of $0, $6,953,000 and $15,775,000, respectively, related to our real property investments.

Properties held-for-sale

Properties classified as held-for-sale on theConsolidated Balance Sheets include only those properties available for immediate sale in their present condition and for which management believes that it is probable that a sale of the property will be completed within one year. Properties held-for-sale are carried at the lower of cost or fair value less estimated selling costs. No depreciation expense is recognized on properties held-for-sale once they have been classified as such. Only disposals representing a strategic shift in operations should be presented as discontinued operations. Those strategic shifts should have a major effect on the organization’s operations and financial results. Examples include the disposal of a major geographic area, a major line of business, or a major equity method investment. We have not reclassified results of operations for properties disposed as discontinued operations as these disposals do not represent strategic shifts in our operations.

Fair Value of Financial Instruments

The FASB requires the disclosure of fair value information about financial instruments for which it is practicable to estimate that value. In cases where quoted market prices are not available, fair values are based on estimates using present value or other valuation techniques. Those techniques are significantly affected by the assumptions used, including the discount rate and estimates of future cash flows. In that regard, the derived fair value estimates cannot be substantiated by comparison to independent markets and, in many cases, could not be realized in immediate settlement of the instrument. Accordingly, the aggregate fair market value amounts presented in the notes to these consolidated financial statements do not represent our underlying carrying value in financial instruments.

The FASB provides guidance for using fair value to measure assets and liabilities, the information used to measure fair value, and the effect of fair value measurements on earnings. The FASB emphasizes that fair value is a market-based measurement, not an entity-specific measurement. Therefore, a fair value measurement should be determined based on the assumptions that market participants would use in pricing the asset or liability. As a basis for considering market participant assumptions in fair value measurements, the FASB establishes a fair value hierarchy that distinguishes between market participant assumptions based on market data obtained from sources independent of the reporting entity (observable inputs that are classified within Levels 1 and 2 of the hierarchy) and the reporting entity’s own assumptions about market participant assumptions (unobservable inputs classified within Level 3 of the hierarchy). Level 1 inputs utilize quoted prices (unadjusted) in active markets for identical assets or liabilities that we have the ability to access. Level 2 inputs are inputs other than quoted prices included in Level 1 that are observable for the asset or liability, either directly or indirectly. Level 2 inputs may include quoted prices for similar assets and liabilities in active markets, as well as inputs that are observable for the asset or liability (other than quoted prices).

The fair value guidance issued by the FASB excludes accounting pronouncements that address fair value measurements for purposes of lease classification or measurement. However, this scope exception does not apply to

assets acquired and liabilities assumed in a business combination that are required to be measured at fair value, regardless of whether those assets and liabilities are related to leases.

In accordance with the accounting guidance regarding the fair value option for financial assets and financial liabilities, entities are permitted to choose to measure certain financial assets and liabilities at fair value, with the change in unrealized gains and losses on items for which the fair value option has been elected reported in earnings. We have not elected the fair value option for any of our financial assets or liabilities.

The FASB requires disclosures about the fair value of financial instruments for interim reporting periods of publicly traded companies as well as in annual financial statements. SeeNote 19. Fair Value Measurements for the disclosure about the fair value of our financial instruments.

Derivative Instruments

We have interest rate swaps that are designated as cash flow hedges of interest rate risk with a total notional amount of $250,000,000. See* Note 13. Debt Obligationswithin our consolidated financial statements for further detail on our interest rate swaps. We record cash flow hedges either as an asset or a liability measured at fair value. If hedge accounting is applied to a derivative instrument, the entire change in the fair value of the derivative designated and qualified as cash flow hedge is recorded inAccumulated other comprehensive income (loss)* on theConsolidated Balance Sheets. We estimate the fair value of our interest rate swaps using the assistance of a third-party and using inputs that are observable in the market which include forward yield curves and other relevant information. Additionally, we are exposed to credit risk of the counterparty to our interest rate swap agreements in the event of non-performance under the terms of the agreements.* We have determined that the majority of the inputs used to value our derivative instruments fall within level 2 of the fair value hierarchy. *

Revenue Recognition

Rental Income. Rental income from operating leases is generally recognized on a straight-line basis over the terms of the leases. Substantially all of our leases contain provisions for specified annual increases over the rents of the prior year and are generally computed inone offour methods depending on specific provisions of each lease as follows:

The FASB does not permit recognition of contingent revenue until the contingencies have been resolved. Historically, we have not included contingent rents as income until received. During the years ended December 31, 2025, 2024 and 2023, we received $0, $0 and $56,000, respectively, of contingent rental income. In accordance with ASC 842, we report real estate taxes that are reimbursed by our operators asRental incomewith a correspondingProperty tax expensein theConsolidated Statements of Income.

Furthermore, we assess the collectability of substantially all of our lease payments through maturity. Our assessment of collectability of leases includes evaluating the data and assumptions used in determining whether substantially all of the future lease payments were probable based on the lessee’s payment history, the financial strength of the lessees, future contractual rents, and the timing of expected payments. If collectability is not probable, all or a portion of our straight-line rent receivable and other lease receivables may be written off and the rental income during the period would be limited to the lesser of the income that would have been recognized if collection were probable, and the lease payments received. If our conclusion of collectibility changes, we will record the difference between the lease income that would have been recognized on a straight-line basis and cash basis as a current-period adjustment to rental income.

*Resident Fees and Services.*Resident fees and services represent all amounts earned from residents within our SHOP segment, as outlined in individual resident agreements. Fees are billed monthly based on contracted rates in the resident agreements, or where applicable, reimbursement rates established by Medicaid and Medicare. Resident fees and services revenue is derived from amounts paid by residents and/or third-party payors. Resident agreements typically vary

in duration. Revenue is recognized in accordance with ASCTopic 606,Revenue from Contracts with Customers(“ASC 606”) when performance obligations are satisfied.

Interest Income from Financing Receivables. As previously discussed underFinancing Receivables above, rental income from properties acquired through a sale leaseback, subject to a seller-lessee repurchase option, is recorded asInterest income from financing receivables on ourConsolidated Statements of Income. Interest income on financing receivables is recognized using the effective interest method. The recognition of interest income will stop when theFinancing receivables are reclassified toOwned real properties if the purchase options remain unexercised upon expiration of the purchase options.

Interest Income from Mortgage loans, Interest and Other Income and Write-off of Effective Interest Receivable. Interest income on mortgage loans receivable and notes receivable is recognized using the effective interest method. Exit fee income and commitment fee income are also amortized over the life of the related loan under the effective interest method. Effective interest method, as required by GAAP, is a technique for calculating the actual interest rate for the term of a loan based on the initial origination value. When the actual interest rate is higher than the stated interest rate in the early years of the loan, an effective interest receivable asset is created and included in theInterest receivable line item in ourConsolidated Balance Sheets and begins reducing down to zero when, at some point during the term of the loan, the stated interest rate is higher than the actual interest rate. We consider a loan to be non-performing after 60 days of non-payment of amounts due and do not recognize unpaid interest income from that loan until the past due amounts have been received. Furthermore, management adopted a policy to write-off non-credit loss related unrecoverable interest as an expense rather than a reduction of interest income.

During the year ended December 31, 2025, we modified a mortgage loan receivable with Prestige Healthcare (“Prestige”), the borrower to increase the current interest paid by the borrower from 8.5% to the full contractual interest rate of 11.14% and escalated annually. The modification was effective July 1, 2025. Additionally, the modification provides Prestige an option to repay their mortgage loan at par without penalty within a 12-month window beginning in July 2026. Under the modification, Prestige agreed to provide us with a 90-day notice of its intention to exercise the option, and the ability for Prestige to exercise the prepayment option is contingent on several factors including Prestige being current and in good standing on all its mortgage loans with LTC and obtaining replacement financing. In conjunction with the loan modification and the penalty-free early payoff option, we wrote-off $41,455,000 of effective interest previously accrued related to this mortgage loan.

Gains on sale of Real Estate, Net

Recognition of gains or losses from sales of owned real property requires that we:

The gain or loss recorded is measured as the difference between the sales price, less costs to sell, and the carrying value of the real estate when we sell it.

Federal Income Taxes

The Company qualifies as a REIT under Sections 856 through 860 of the Internal Revenue Code of 1986, as amended. As such, we made no provision for U.S. federal income tax purposes prior to utilizing the RIDEA structure and establishing our taxable REIT subsidiary (“TRS”) during the second quarter of 2025.

Under RIDEA, a REIT may lease a “qualified healthcare property” on an arm's-length basis to a TRS if the property is operated on behalf of such TRS by a person who qualifies as an “eligible independent operator”. Generally, the rent received from the TRS will meet the related party exception and will be treated as “rents from real property”. Rental revenue received from the TRS lessee and lease expense incurred by the TRS are eliminated in consolidation. A "qualified healthcare property" includes real property and any personal property that is, or is necessary or incidental to

the use of, a hospital, nursing facility, assisted living facility, congregate care facility, qualified continuing care facility, or other licensed facility which extends medical or nursing or ancillary services to patients. Resident fees and services revenue and related operating expenses for these facilities are reported on ourConsolidated Statements of Incomeand are subject to federal, state and local income taxes. As a result, beginning the second quarter of 2025, we now record income tax provision or benefit with respect to our TRS entity which is taxed under provisions similar to those applicable to regular corporations and not under the REIT provisions. Our provision for income taxes for the year ended December 31, 2025, was $179,000. At December 31, 2025, our deferred income tax assets and deferred income tax liabilities with respect to our TRS entity were $729,000 and $695,000, respectively.

For Federal tax purposes, depreciation for a majority of our assets is generally calculated using the straight-line method over a period 27.5 years. Earnings and profits, which determine the taxability of distributions to stockholders, use the straight-line method over 30 years. The determination of Federal taxable income differ from net income for financial statement purposes principally due to the treatment of certain investments in joint ventures, timing of interest income, rental income, other expense items, recognition of impairment charges, and depreciable lives and basis of assets. At December 31, 2025, the net tax basis of our depreciable assets exceeded net book basis by$182,728,000 (unaudited) due to the differences previously mentioned.

The FASB clarified the accounting for income taxes by prescribing the minimum recognition threshold a tax position is required to meet before being recognized in the financial statements. The guidance utilizes a two-step approach for evaluating tax positions. Recognition (step one) occurs when a company concludes that a tax position, based solely on its technical merits, is more likely than not to be sustained upon examination. Measurement (step two) is only addressed if step one has been satisfied (i.e., the position is more likely than not to be sustained). Under step two, the tax benefit is measured as the largest amount of benefit (determined on a cumulative probability basis) that is more likely than not to be realized upon ultimate settlement. We currently do not have any uncertain tax positions that would not be sustained on its technical merits on a more-likely than not basis.

We may from time to time be assessed interest or penalties by certain tax jurisdictions. In the event we have received an assessment for interest and/or penalties, it has been classified in ourConsolidated Statements of IncomeasGeneral and administrative expenses.

Concentrations of Credit Risk

Financial instruments which potentially subject us to concentrations of credit risk consist primarily of cash and cash equivalents, operating leases on owned real property, financing receivables and mortgage loans receivable. Our financial instruments, operating leases, financing receivables and mortgage loans receivable are subject to the possibility of loss of carrying value as a result of the failure of other parties to perform according to their contractual obligations or changes in market prices which may make the instrument less valuable. We obtain various collateral and other protective rights, and continually monitor these rights, in order to reduce such possibilities of loss. In addition, we provide reserves for potential losses based upon management’s periodic review of our portfolio. SeeNote 3. Major Operators for further discussion of concentrations of credit risk from our tenants.

Net Income Per Share

Basic earnings per share is calculated using the weighted-average shares of common stock outstanding during the period excluding common stock equivalents. Diluted earnings per share includes the effect of all dilutive common stock equivalents. In accordance with the accounting guidance regarding the determination of whether instruments granted in share-based payments transactions are participating securities, we have applied the two-class method of computing basic earnings per share. This guidance clarifies that outstanding unvested share-based payment awards that contain rights to non-forfeitable dividends participate in undistributed earnings with common stockholders and are considered participating securities.

Stock-Based Compensation

The FASB requires all share-based payments to employees, including grants of employee performance-based

stock units and stock options, to be recognized in the income statement based on their fair values. We use the Monte Carlo model to estimate the value of performance-based stock units awarded to employees and the Black-Scholes-Merton formula to estimate the value of stock options granted to employees. These models require management to make certain estimates including stock volatility, expected dividend yield and the expected term. If management incorrectly estimates these variables, the results of operations could be affected. The FASB also requires the benefits of tax deductions in excess of recognized compensation cost to be reported as a financing cash flow. Because we qualify as a REIT under the Internal Revenue Code of 1986, as amended, we are generally not subject to Federal income taxation. Therefore, this reporting requirement does not have an impact on theConsolidated Statements of Cash Flows.

3. Major Operators

We haveone operator from whom we derive approximately 10% or more of our total revenues. Our SHOP segment is not subject to operator concentration, as the communities are operated on our behalf by independent operators under management agreements. In addition, resident agreements are entered into with individual residents. Accordingly, we are not exposed to operator credit risk to the same extent as within our Real Estate Investments segment. The following table sets forth information regarding our major operator as of December 31, 2025:

Our financial position and ability to make distributions may be adversely affected if Prestige Healthcare, or any of our lessees and borrowers face financial difficulties, including any bankruptcies, inability to emerge from bankruptcy, insolvency, or general downturn in business of any such operator, continuing impact upon services or occupancy levels due to infectious disease outbreaks, or in the event any such operator does not renew and/or extend its relationship with us.

4. Supplemental Cash Flow Information

5. Owned Real Properties

Our owned real properties include 98 properties within our Triple-Net Portfolio leased to 18 different operators and 25 properties within our SHOP segment operated on our behalf byseven independent operators under separate management agreements. The following tables summarize our owned real properties at December 31, 2025 (dollar amounts in thousands):

Depreciation expense on buildings and improvements, including properties classified as held-for-sale, was $37,656,000, $36,223,000, and $37,303,000 for the years ended December 31, 2025, 2024 and 2023, respectively.

Owned Real Properties-SHOP

During the second quarter of 2025, we began utilizing the RIDEA structure and established a SHOP segment. Following the establishment of our SHOP segment, we terminated triple-net master leases with three operators and converted the communities covered under the master leases into our SHOP segment. Additionally, we acquired 11 communities within our SHOP segment. As of December 31, 2025, our SHOP segment represented 23.6% of our gross portfolio investments and comprised of 25 seniors housing communities that are managed on our behalf byseven independent operators pursuant to separate management agreements.

Acquisitions

The following table summarizes acquisitions within our SHOP segment during the year ended December 31, 2025 (dollar amounts in thousands):

The total acquisition costs allocated to SHOP assets acquired were as follows (in thousands):

Capital Improvement Projects

During the year ended December 31, 2025, we funded capital improvement projects of $2,703,000 within our new SHOP segment.

Owned Real Properties -Triple-Net Portfolio

Our Triple-Net Portfolio includes owned properties that are leased pursuant to non-cancelable triple-net operating leases. Triple-net leases require the lessee to pay all taxes, insurance, maintenance and repairs, capital and non-capital expenditures and other costs necessary in the operations of the facilities. The majority of our triple-net leases contain provisions for specified annual increases over the rents of the prior year.

Lease Extensions

Many of the triple-net leases contain renewal options that, if exercised, could result in the amount of rent payable upon renewal being greater than that currently being paid. The following table outlines information related to our triple-net lease extensions during the years ended December 31, 2025 and 2024 (dollar amounts in thousands):

Lease Terminations

During 2025, we terminatedtwo existing leases with the same operator and combined them into a single master lease with the same operator. The new master lease had afive-year term. In connection with the termination of these leases, we wrote-off $243,000 of straight-line rent receivable and $249,000 of lease incentive balances during the year ended December 31, 2025. During the fourth quarter of 2025, we terminated the new master lease and converted the senior housing communities covered by the master lease into our SHOP segment. The communities are located in Oregon with a total of 186 units. Upon conversion into SHOP, the communities are operating and accounted for asone community. In connection with the conversion, we wrote-off the related working capital note of $957,000 during the fourth quarter of 2025.

Additionally, during 2025, we terminated the Anthem Memory Care, LLC (“Anthem”) triple-net master leases and converted the communities covered under the master leases into our SHOP segment. In conjunction with the conversion, during 2025, we wrote-off Anthem’s working capital note of $2,693,000 and the related interest receivable of $371,000. Also, we terminated the New Perspective Senior Living, LLC (“New Perspective”) triple-net lease and converted the community covered under the lease into our SHOP segment. In connection with the conversion, we paid New Perspective a $5,971,000 lease termination fee.

During 2024, an operator notified us of its election not to exercise the renewal option on a master lease that was set to mature in January 2026. The master lease covered seven skilled nursing centers in California (1), Florida (2) and

Virginia (4). Allseven properties were sold during the year ended December 31, 2025. SeeProperty Sales below for more information.

Future Minimum Base Rents

Future minimum base rents receivable under the remaining non-cancelable terms of operating leases excluding the effects of straight-line rent, amortization of lease incentives and renewal options are as follows (in thousands):

Components of Rental Income

The following table summarizes components of our rental income for the years ended December 31, 2025, 2024 and 2023 (in thousands):

We monitor the collectability of our receivable balances, including deferred rent receivable balances, on an ongoing basis. For leases where we have concluded it is not probable that we will collect substantially all the lease payments under those leases, recognition of rental income is limited to the lesser of the amount of cash collected or rental income reflected on a straight-line basis. We write-off uncollectible operator receivable balances, including straight-line rent receivable and lease incentives balances, as a reduction to rental income in the period such balances are

no longer probable of being collected. We wrote-off straight-line rent receivable and lease incentives balances of $1,763,000, $321,000 and $26,000 for the years ended December 31, 2025, 2024 and 2023, respectively. Additionally, if our conclusion of collectability changes, we will record the difference between the lease income that would have been recognized on a straight-line basis and cash basis as a current-period adjustment to rental income. We recorded $3,158,000 of straight-line rental income related to restoring accrual basis accounting fortwo master leases during the year ended December 31, 2024.

We continue to take into account the current financial condition of our operators, in our estimation of uncollectible accounts and deferred rents receivable at December 31, 2025. We are closely monitoring the collectability of such rents and will adjust future estimations as appropriate as further information becomes known.

Purchase Options

Some of our triple-net lease agreements provide purchase options allowing the lessees to purchase the properties they currently lease from us. The following table summarizes information about purchase options included in our lease agreements as of December 31, 2025*(dollar amount in thousands):*

SeeNote-6 Financing Receivables for purchase options included in our financing receivable agreements.

Impairment Loss

We performed recoverability analysis on the carrying value of the communities listed in the table below and concluded that their carrying value may not be recoverable through future undiscounted cash flows. The following table summarizes information regarding impairment losses recorded during the years ended December 31, 2025, 2024 and 2023*(dollar amounts in thousands):*

Properties Held-for-Sale

The following summarizes our held-for sale properties as of December 31, 2025 and 2024 (dollar amounts in thousands):

Acquisitions

The following table summarizes our acquisitions within our Triple-Net Portfolio for the years ended December 31, 2025, 2024 and 2023*(dollar amounts in thousands):*

Improvement Projects

During the years ended December 31, 2025, 2024 and 2023, we invested the following in improvement* projects within our Triple-Net Portfolio (in thousands)*:

*Property Sales.During the years ended December 31, 2025, 2024 and 2023 we recorded net gain on sale of real estate of $77,822,000, $7,979,000 and $37,296,000, respectively. *The following table summarizes property sales during the years ended December 31, 2025, 2024 and 2023 (dollar amounts in thousands):

6. Financing Receivables* *

We have entered into joint ventures and contributed into the JVs for the acquisition of properties through sale and leaseback transactions. Concurrently, each of these JVs leased the properties acquired back to an affiliate of the seller and provided the seller-lessee with purchase options. We determined that each of these sale and leaseback transactions meet the accounting criteria to be presented asFinancing receivables on ourConsolidated Balance Sheets and recorded the rental revenue from these properties asInterest income from financing receivables on ourConsolidated Statements of Income. SeeNote 2. Summary of Significant Accounting Policies within our consolidated financial statements for more information.

The following table provides information regarding our investments in financing receivables (dollar amounts in thousands):

The following table summarizes the interest income from our investment in financing receivables during the years ended December 31, 2025, 2024 and 2023 (dollar amounts in thousands):

At December 31, 2025 and 2024 the carrying value of the financing receivables, net of credit loss reserves were $359,457,000 and $357,867,000, respectively.

7. Mortgage Loans Receivable

• The following table summarizes our investments in mortgage loans secured by first mortgages at December 31, 2025(dollar amounts in thousands):*

As noted in the table above, we modified the Prestige$179,885,000 mortgage loan to increase the current interest paid by the borrower from 8.5% to the full contractual interest rate of 11.14%, escalating annually. The modification was effective July 1, 2025. Additionally, the modification provides Prestige an option to prepay their mortgage loan at par and without penalty within a 12-month window beginning in July 2026. In evaluating the impact of the prepayment provisions allowing the borrower to settle the obligation at an amount less than amounts previously accrued under the effective interest method, we wrote-off$41,455,000 of effective interest receivable previously accrued related to this mortgage loan during the third quarter of 2025. Subsequent to December 31, 2025, Prestige provided notice of its intent to repay its$179,885,000 mortgage loan. Prestige is current on their contractual loan obligations through February 2026.

The following table summarizes our mortgage loan activity for the years ended December 31, 2025, 2024 and 2023 (in thousands):

At December 31, 2025 and 2024 the carrying values of the mortgage loans, net of credit loss reserves were $381,662,000 and $312,583,000, respectively. Scheduled principal payments on mortgage loan receivables are as follows*(in thousands)*:

8. Investments in Unconsolidated Joint Ventures

We have an ADC loan that meets the accounting criteria to be considered a VIE. We are not the primary beneficiary of the VIE as we do not have both: 1) the power to direct the activities that most significantly affect the VIE’s economic performance, and 2) the right to receive benefits from the VIE or the obligation to absorb losses of the VIE that could be significant to the VIE. However, we do have significant influence over the VIE. Therefore, we account for the investment as a joint venture using the equity method of accounting.

The following table provides information regarding our investment in unconsolidated joint ventures at December 31, 2025*(dollar amounts in thousands):*

We also had preferred equity investments that also met the accounting criteria to be considered a VIE based on the same factors discussed above for the ADC loan. During the year ended December 31, 2025, we received $15,962,000, which includes a 13% exit IRR of $2,962,000, from the redemption of a preferred equity investment in a joint venture that owns a 267-unit seniors housing community in Washington. Additionally, during the year ended December 31, 2025, we received $8,140,000, which includes a 12% exit IRR of $1,800,000, from the redemption of a preferred equity investment in a joint venture that owns a 109-unit seniors housing community in Washington.

The following table summarizes our capital contributions, income recognized, and cash interest received related to our investments in unconsolidated joint ventures during the years ended December 31, 2025, 2024 and 2023* (in thousands):*

9. Notes Receivable

Notes receivable consist of a mezzanine loan and working capital loans. The following table summarizes our investments in notes receivable at December 31, 2025 (dollar amounts in thousands):

The following table is a summary of our notes receivable components at December 31, 2025 and 2024 (in thousands):

The following table summarizes our notes receivable activity for the years ended December 31, 2025, 2024 and 2023 (in thousands):

10. Credit Loss Reserve

We apply ASCTopic 326,Financial Instruments-Credit Losses (“ASC 326”), which requires a forward-looking “expected loss” model, to estimate our loan losses. We determined ourFinancing receivables,Mortgage loans receivable andNotes receivable line items on ourConsolidated Balance Sheets are within the scope of ASC 326.

Financing receivables. We obtained controlling interests in JVs that acquired properties through sale and leaseback transactions. The JVs concurrently leased the properties acquired back to affiliates of sellers and provided the sellers-lessees with purchase options. We consolidated the JVs asFinancing receivables on ourConsolidated Balance Sheets. For more information regarding these transactions seeNote 2. Summary of Significant Accounting Policies above. At December 31, 2025, we had investments infour JVs accounted for as financing receivables that owned 31 properties inthree states. In addition to owning the properties through our controlling interests in the JVs, generally, these leases provide one or more of the following: security deposits, property tax impounds, repair and maintenance escrows and other credit enhancements such as corporate or personal guarantees or letters of credit.

Mortgage loans. As part of our strategy of making investments in properties used in the provision of long-term health care services, we provided mortgage loan financing on such properties. At December 31, 2025, we hadnine mortgage loans secured by 26 properties infive states withsix borrowers. In addition to a lien on the mortgaged properties, the loans are generally secured by non-real estate assets of the properties and contain certain other security provisions in the form of letters of credit and/or security deposits.

Notes receivable. Our notes receivable consist of a mezzanine loan and working capital notes. Security for these notes can include all or a portion of the following credit enhancements: secured second mortgage, pledge of equity interests and personal/corporate guarantees.

The following table summarizes our financial instruments within the scope of ASC 326 by year of origination (dollar amounts in thousands):

We monitor the credit quality of our financial instruments through a variety of methods determined by the underlying collateral or other protective rights, operator’s payment history and other internal metrics. Our monitoring process includes periodic review of financial statements for each facility, scheduled property inspections and review of covenant compliance, industry conditions and current and future economic conditions. The future economic conditions are based on the economic data from the Federal Reserve and reasonable assumptions for the future economic trends.

In determining the “expected” credit loss reserves on these instruments, we utilize the probability of default and

discounted cash flow methods. Further, we stress-test the results to reflect the impact of unknown adverse future events including recessions.

The expected credit losses related to our financial instruments that are within the scope of ASC 326 are as follows (in thousands):

We elected not to measure an allowance for expected credit losses on accrued interest receivable under the expected credit loss standard as we have a policy to reserve or write off accrued interest receivable in a timely manner through our quarterly review of the loan and property performance. Therefore, we elected the policy to write off accrued interest receivable by recognizing credit loss expense. As of December 31, 2025, the total balance of accrued interest receivable of $22,720,000 was not included in the measurement of expected credit loss. During the year ended December 31, 2025, we wrote-off $371,000 in connection with the conversion of Anthem’s triple-net leases to SHOP as explained inNote 5. Owned Real Properties. During the year ended December 31, 2024, we wrote-off $613,000 of interest receivable related to a partial paydown of a mortgage loan. During the year ended December 31, 2023, we didnot recognize any write-offs related to accrued interest receivable.

11. Prepaid Expenses and Other Assets

The following is a summary of our prepaid expenses and other assets at December 31, 2025 and 2024 (in thousands):

12. Intangible Assets

We make estimates in allocating the purchase price of acquisitions to the various components of the acquisition based on the fair value of each component. For certain acquisitions, such components include in-place leases and other intangible assets. In the case of the value of in-place leases, we make estimates based on the evaluation of the specific characteristics of each tenant’s lease. Factors considered include estimates of carrying costs during the hypothetical expected lease-up periods, market conditions and costs to execute similar leases. The following is a summary of the carrying amount of intangible assets as of December 31, 2025 and 2024*(in thousands)*:

The following table provides future amortization expenses related to the intangible assets at December 31, 2025 (in thousands):

13. Debt Obligations

*Unsecured Credit Facility.We had an unsecured credit agreement (the “Original Credit Agreement”) that provided for an *aggregate commitment of the lenders of up to $500,000,000 comprising of a $400,000,000 revolving credit facility andtwo $50,000,000 term loans with maturities of November 19, 2025 and November 19, 2026 (the “Original Term Loans”). The revolving credit facility had a maturity date of November 19, 2025 and provided aone-year extension option at our discretion, subject to customary conditions.

During the first quarter of 2024, we entered into an amendment to the Original Credit Agreement (the “Amended Credit Agreement”) to accelerate ourone-year extension option notice and exercised our option to extend the maturity date to November 19, 2026. Other material terms of the Original Credit Agreement remained unchanged. The Amended Credit Agreement permitted us to request increases to the revolving credit facility and term loans commitments up to a total of $1,000,000,000 (the “Original Accordion”). As permitted under the terms of the Amended Credit Agreement, we exercised $25,000,000 of the available $500,000,000 Original Accordion feature of the revolving credit facility during the third quarter of 2024. Accordingly, the aggregate commitment of the lenders under the Amended Credit Agreement increased to $525,000,000, with $475,000,000 remaining available under the Original Accordion. The exercise of the Original Accordion did not materially change any other terms or conditions of the Amended Credit Agreement, including its maturity date or covenant requirements.

During the third quarter of 2025, we entered into a newfour-year unsecured credit agreement (the “New Credit Agreement”) maturing in July 2029, to replace our Amended Credit Agreement. The New Credit Agreement increased the aggregate commitment on our revolving credit facility from $425,000,000 to $600,000,000 (the “Revolving Line of Credit”) and provides for the opportunity to increase the total commitment to an aggregate $1,200,000,000 (the “Accordion”). The New Credit Agreement provides for aone-year extension option, subject to customary conditions. Material terms of the New Credit Agreement remain unchanged. In connection with the New Credit Agreement, the Original Term loans were rolled into the Revolving Line of Credit. During the fourth quarter of 2025, we amended our New Credit Agreement to increase the aggregate commitment of the lenders by $200,000,000 to a total of $800,000,000 through the exercise of the Accordion and established term loans totaling $200,000,000 (the “Term Loans”). The Term Loans consist of $50,000,000, $55,000,000, $55,000,000 and $40,000,000 borrowings, with contractual maturities ofthree, four, five andseven years, respectively.

Based on our leverage at December 31, 2025, the Revolving Line of Credit provides for interest annually at SOFR plus 110 basis points and a facility fee of 15 basis points, and the Term Loans provide for interest annually at SOFR plus 115 basis points for the three, four and five year borrowings and 150 basis points for seven year borrowings.

Interest Rate Swap Agreements.In connection with entering into the Original Term Loans as discussed above, we entered intotwo receive variable/pay fixed interest rate swap agreements with maturities of November 19, 2025 and November 19, 2026, respectively, that effectively locked in the forecasted interest payments on the Original Term Loans’ borrowings over thefour andfive year terms of the loans. Additionally, during the fourth quarter of 2025, we entered into interest rate swaps with maturities ofthree, four, five andseven years, respectively (the “Interest Rate Swaps”) to effectively lock-in the forecasted interest payments on the Term Loans. Our interest rate swaps are considered cash flow hedges and are recorded on ourConsolidated Balance Sheets at fair value, with changes in the fair value of these instruments recognized inAccumulated other comprehensive income (loss) on ourConsolidated Balance Sheets.

During the year ended December 31, 2025 and 2024, we recorded $3,333,000 and $2,295,000, respectively, decrease in fair value of Interest Rate Swaps.

The following table sets forth information regarding our interest rate swaps at December 31, 2025 and 2024 (dollar amounts in thousands):

Senior Unsecured Notes. We have senior unsecured notes held by institutional investors with interest rates ranging from 3.66% to 4.5%. The senior unsecured notes mature between 2026 and 2033.

The senior unsecured notes and Credit Agreement, including the Revolving Line of Credit and the Term Loans, contain financial covenants, which are measured quarterly, require us to maintain, among other things:

At December 31, 2025, we were in compliance with all applicable financial covenants. These debt obligations also contain additional customary covenants and events of default that are subject to a number of important and significant limitations, qualifications and exceptions.

The following table sets forth information regarding debt obligations by component as of December 31, 2025 and 2024*(dollar amounts in thousands):*

Our borrowings and repayments for the years ended December 31, 2025, 2024 and 2023 are as follows*(in thousands):*

Scheduled Principal Payments. The following table represents our long-term contractual obligations (scheduled principal payments and amounts due at maturity) as of December 31, 2025, and excludes the effects of interest and debt issue costs (in thousands):

14. Accrued Expenses and Other Liabilities

The following is a summary of our accrued expenses and other liabilities*(dollar amounts in thousands):*

15. Equity

*Non-controlling Interests.*We have entered into partnerships to develop and/or own real estate. Given that our limited members do not have the substantive kick-out rights, liquidation rights, or participation rights, we have concluded that the partnerships are VIEs. As we exercise power over and receive benefits from the VIEs, we are considered the primary beneficiary. Accordingly, we consolidate the VIEs and record the non-controlling interests on the consolidated financial statements. As of December 31, 2025, we have the following consolidated VIEs (in thousands):

During the year ended December 31, 2025, we acquired our joint venture partner’s non-controlling interests in the joint ventures that owntwo seniors housing communities in Oregon with a total of 186 units for $1,150,000. Accordingly, we obtained full ownership and control of these communities. During the year ended December 31, 2024, a joint venture partner transferred their $1,240,000 non-controlling interest in a joint venture that owns an 87-unit assisted living and memory care in South Carolina to us. Accordingly, we obtained full ownership and control of the community. Additionally, during the year ended December 31, 2024, we sold our interest in a joint venture that owns a 110-unit independent living, assisted living and memory care community in Wisconsin. As a result, these joint ventures are not listed in the table above.

Common Stock. We had separate equity distribution agreements (collectively, the “Original Equity Distribution Agreements”) to offer and sell, from time to time, up to$200,000,000 in aggregate offering price of shares of our common shares. During the fourth quarter of 2024, we terminated our Original Equity Distribution Agreements and entered into a new equity distribution agreement (the “Equity Distribution Agreement”) to sell, from time to time, up to $400,000,000 in aggregate offering price of shares of our common stock. The Equity Distribution Agreement provides for sales of common shares to be made by means of ordinary brokers’ transactions, which may include block trades, or transactions that are deemed to be “at the market” offerings.

During the year ended December 31, 2025, we sold 2,804,200 shares of common stock for $100,555,000 in net proceeds under our Equity Distribution Agreement. In conjunction with the sale of common stock, we incurred costs of $436,000 associated with this agreement which have been recorded in additional paid in capital as a reduction of proceeds received. At December 31, 2025, we had $288,509,000 available under the Equity Distribution Agreement. Subsequent to December 31, 2025, we sold 71,059 shares of common stock for $2,508,000 in net proceeds under our Equity Distribution Agreement. Accordingly, we have $285,970,000 available under the Equity Distribution Agreement.

During the year ended December 31, 2024, we sold 2,113,270 and 250,000 shares of common stock under our Original Equity Distribution Agreements and Equity Distribution Agreement, respectively for $83,107,000 in aggregate net proceeds. In conjunction with the sale of common stock, we incurred aggregate costs of $702,000 associated with these agreements which have been recorded in additional paid in capital as a reduction of proceeds.

During the year ended December 31, 2023, we sold 1,658,400 shares of common stock for $53,777,000 in net proceeds under our Original Equity Distribution Agreements. In conjunction with the sale of common stock, we incurred $89,000 of costs associated with the Original Equity Distribution Agreements which have been recorded in additional paid in capital as a reduction of proceeds received.

During the years ended December 31, 2025, 2024 and 2023, we acquired 151,018 shares,49,540 shares and 43,933 shares, respectively, of common stock held by employees who tendered owned shares to satisfy tax withholding obligations.

Shelf Registration Statement. We have an automatic shelf registration statement on file with the SEC, and currently have the ability to file additional automatic shelf registration statements, to provide us with capacity to publicly offer an indeterminate amount of common stock, preferred stock, warrants, debt, depositary shares, or units. We may from time to time publicly raise capital under our automatic shelf registration statement in amounts, at prices, and on terms to be announced when and if the securities are offered. The specifics of any future offerings, along with the use of proceeds of any securities offered, will be described in detail in a prospectus supplement, or other offering materials, at the time of the offering. Our shelf registration statement expires in November 2027.

Distributions. We declared and paid the following cash dividends* (in thousands)*:

In January 2026, we declared a monthly cash dividend of $0.19 per share on our common stock for the months of January, February and March 2026 payable on January 30, February 27, and March 31, 2026, respectively, to stockholders of record on January 22, February 20, and March 23, 2026, respectively.

Stock Based Compensation Plans. During 2021, we adopted, and our stockholders approved the 2021 Equity Participation Plan (the “2021 Plan”) which replaced the 2015 Equity Participation Plan (the “2015 Plan”)*.*Under the 2021 Plan,1,900,000 shares of common stock have been authorized and reserved for awards, lessone share for everyone share that was subject to an award granted under the 2015 plan after December 31, 2020 and prior to adoption. In addition, any shares that were not issued under outstanding awards under the 2015 Plan because the shares were forfeited or cancelled after December 31, 2020 were added to available for awards under the 2021 Plan. Under the 2021 Plan, the shares were authorized and reserved for awards to officers, employees, non-employee directors and consultants. The terms of the awards granted under the 2021 Plan are set by our compensation committee at its discretion. As of December 31, 2025, we have 1,327,393 shares of common stock reserved for awards under the 2021 Plan.

Restricted Stock and Performance-Based Stock Units. Restricted stock activity for the years ended December 31, 2025, 2024 and 2023 was as follows:

During the years ended December 31, 2025, 2024 and 2023, we granted 101,201,132,524 and 86,867, respectively, of performance-based stock units. During the year ended December 31, 2025,182,915 units of performance-based stock units vested, which includes the accelerated vesting of 19,694 performance-based stock units in connection with an employee’s retirement. No performance-based stock units vested during the years ended December 31, 2024 and 2023. Total compensation expense related to restricted stock and performance-based stock units for the years ended December 31, 2025, 2024 and 2023 were $9,329,000, $9,052,000 and $8,481,000.

During 2025, 2024 and 2023, we granted 236,242,307,955 and 232,887 shares of restricted common stock and performance-based stock units, respectively, under the 2021 Plan as follows:

At December 31, 2025, the remaining compensation expense to be recognized related to the future service period of unvested outstanding restricted common stock and performance-based stock units are as follows (dollar amount in thousands):

Stock Options. During 2025, 2024 and 2023, we did not issue any stock options. Nonqualified stock option activity for the years ended December 31, 2025, 2024 and 2023 was as follows:

We use the Black-Scholes-Merton formula to estimate the value of stock options granted to employees. This model requires management to make certain estimates including stock volatility, expected dividend yield and the expected term. No compensation expense related to the vesting of stock options was recorded for the years ended December 31, 2025, 2024 and 2023.

16. Commitments and Contingencies

At December 31, 2025, we had commitments as follows*(in thousands):*

Additionally, some of our lease agreements provide purchase options allowing the lessees to purchase the properties they currently lease from us. SeeNote 5. Owned Real Properties and Note 6. Financing Receivablesfor tables summarizing information about our purchase options.

From time to time, we are a party to various claims and lawsuits asserted against our company and our properties and against our third-party SHOP operators, lessees and borrowers. None of such claims or lawsuits singularly or in aggregate, in our management’s opinion, are material to our business, results of operations or financial condition. These claims and lawsuits may include matters involving general or professional liability attributable to our third-party SHOP operators, lessees and borrowers pursuant to general legal principles and pursuant to insurance and indemnification provisions in the applicable management agreements, leases or mortgages. However, regardless of the merits of particular claims or lawsuits, we may be forced to expend significant financial resources to defend and resolve these matters.

17. Distributions

We must distribute at least 90% of our taxable income in order to continue to qualify as a REIT. This distribution requirement can be satisfied by current year distributions or, to a certain extent, by distributions in the following year.

For federal tax purposes, distributions to stockholders are treated as ordinary income, capital gains, return of capital or a combination thereof. Distributions for 2025, 2024 and 2023 were cash distributions. The federal income tax classification of the per share common stock distributions are as follows (unaudited):

18. Net Income Per Common Share

Basic and diluted net income per share was as follows*(in thousands except per share amounts)*:

19. Fair Value Measurements

In accordance with the accounting guidance regarding the fair value option for financial assets and financial liabilities, entities are permitted to choose to measure certain financial assets and liabilities at fair value, with the change in unrealized gains and losses reported in earnings. We did not adopt the elective fair market value option for our financial assets and financial liabilities.

The carrying amount of cash and cash equivalents approximates fair value because of the short-term maturity of these instruments. We do not invest our cash in auction rate securities. The carrying value and fair value of our financial instruments as of December 31, 2025 and 2024 assuming election of fair value for our financial assets and financial liabilities were as follows (in thousands):

20.Segment Information

We use the management approach in determining the reportable operating segments. The management approach considers the internal organization and reporting used by our CODM for making operating decisions, allocating resources and assessing performance as the source for determining our reportable segments. In making this determination, we:

During the years ended December 31, 2025, 2024 and 2023, the CODM has been collectively identified as our Executive Chairman and Co-CEOs, who share the responsibility for allocating resources and assessing segment performance.

During the second quarter of 2025, we began utilizing the RIDEA structure and established our SHOP segment. Accordingly, we conduct and manage our business astwo operating segments: Real Estate Investments and SHOP. Therefore, our CODM evaluated the performance of our investments based on net operating income (“NOI”). The following tables provide information by reportable segment for the years ended December 31, 2025, 2024 and 2023 (in thousands):

Total assets by reportable business segment and segment-level significant expense categories are not listed as our CODM do not review such information to evaluate business performance and allocate resources.

21. Income Taxes

The Company qualifies as a REIT under Sections 856 through 860 of the Internal Revenue Code of 1986, as amended. As such, we generally are not taxed on income that is distributed to our stockholders. Under RIDEA, a REIT may lease a “qualified healthcare property” on an arm's-length basis to a taxable REIT subsidiary (“TRS”) if the property is operated on behalf of such TRS by a person who qualifies as an “eligible independent operator”. Generally, the rent received from the TRS will meet the related party exception and will be treated as “rents from real property”. A "qualified healthcare property" includes real property and any personal property that is, or is necessary or incidental to the use of, a hospital, nursing facility, assisted living facility, congregate care facility, qualified continuing care facility, or other licensed facility which extends medical or nursing or ancillary services to patients. Resident fees and services revenue and related operating expenses for these facilities are reported on ourConsolidated Statements of Income and are subject to federal, state and local income taxes. Our provision for income taxes for the year ended December 31, 2025, 2024 and 2023 was of $179,000, $0 and $0, respectively. At December 31, 2025, our deferred income tax assets and deferred income tax liabilities with respect to our TRS entity were $729,000 and $695,000, respectively.

22. Subsequent Events

The following events occurred subsequent to the balance sheet date:

Real Estate. We acquired within our SHOP segment three seniors housing communities in Georgia with a total of 394 units for $108,000,000. In connection with the acquisition, we entered into a management agreement with an existing operator. Additionally, we terminated a triple-net master lease and convertedtwo seniors housing communities covered under the master lease to our SHOP segment. Upon conversion, we entered into a management agreement with an operator new to us. The communities have a total of 88 units and a gross book value of $25,891,000.

Debt. We borrowed$107,000,000 under our unsecured revolving line of credit. Accordingly, we have $359,863,000 outstanding and $240,137,000 available for borrowing under our unsecured revolving line of credit. Additionally, we repaid $5,000,000 in scheduled principal paydowns on our senior unsecured notes. Accordingly, we

have $386,105,000 outstanding under our senior unsecured notes, net of debt issue costs.

Equity. We sold 71,059 shares of common stock for $2,508,000 in net proceeds under our Equity Distribution Agreements. Accordingly, we have $285,970,000 available under our Equity Distribution Agreements. Additionally, we declared a monthly cash dividend of $0.19 per share on our common stock for the months of January, February, and March 2026, payable on January 30, February 27, and March 31, 2026, respectively, to stockholders of record on January 22, February 20, and March 23, 2026, respectively.