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Chiron Real Estate Inc.

For the period ended Dec 31, 2025. Filed Mar 2, 2026.

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About this filing

A company's yearly report to the SEC, with audited financial statements. It is the fullest account a company gives of its business, its finances and the risks it sees.

FY2025 · Filed Mar 2, 2026

XRN$27.17-5.3%Stored close · as of Nov 9, 2026

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Contents

Notes to Consolidated Financial Statements

(Dollars in thousands, except per share amounts)

Note 1 – Organization

Chiron Real Estate Inc. (the “Company,” “we,” or “us”) is a Maryland corporation and internally managed REIT that primarily acquires healthcare facilities leased to physician groups and regional and national healthcare systems. We hold our facilities and conduct our operations through a Delaware limited partnership subsidiary, Chiron Real Estate LP (the “Operating Partnership”). Our wholly owned subsidiary, Chiron Real Estate GP LLC, is the sole general partner of our Operating Partnership. As of December 31, 2025, we owned 92.0% of the outstanding common operating partnership units (“OP Units”), with the remaining 8.0% owned by holders of long-term incentive plan units (“LTIP Units”) and third-party limited partners who contributed properties or services in exchange for OP Units. The Company’s common stock is listed on the New York Stock Exchange under the ticker symbol “XRN.” The Company's Series A Preferred Stock is listed on the New York Stock Exchange under the ticker symbol “XRN PrA.” The Company's Series B Preferred Stock is listed on the New York Stock Exchange under the ticker symbol “XRN PrB.”

Note 2 – Summary of Significant Accounting Policies

Principles of Consolidation

The accompanying consolidated financial statements include the accounts of the Company, including the Operating Parnership and 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 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 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.

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, unit and per common share and per unit amounts in these 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.

Use of Estimates

The preparation of the consolidated financial statements in conformity with GAAP requires the Company to make estimates and assumptions that affect the amounts reported in the 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 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 pre-acquisition due diligence, and we routinely utilize the assistance of a third-party appraiser.

Valuation of tangible assets:

The fair value of land is determined using the sales comparison approach whereby recent comparable land sales and listings are gathered and summarized. The available market data is analyzed and compared to the land being valued and adjustments are made for dissimilar characteristics such as market conditions, size, and location. The Company estimates the fair value of buildings acquired on an as-if-vacant basis and depreciates the building value over its estimated remaining life. Fair value is primarily based on estimated cash flow projections that utilize discount and/or capitalization rates as well as available market information. The Company determines the fair value of site improvements (non-building improvements that include paving and other) using the cost approach, with a deduction for depreciation, and depreciates the site improvements over their estimated remaining useful lives. Tenant improvements represent fixed improvements to tenant spaces, the fair value of which is estimated using prevailing market tenant improvement allowances. Tenant improvements are amortized over the remaining term of the lease.

Valuation of intangible assets:

In determining the fair value of in-place leases (the avoided cost associated with existing in-place leases) management considers current market conditions and costs to execute similar leases in arriving at an estimate of the carrying costs during the expected lease-up period from vacant to existing occupancy. In estimating carrying costs, management includes reimbursable (based on market lease terms) real estate taxes, insurance, other operating expenses, as well as estimates of lost market rental revenue during the expected lease-up periods. The values assigned to in-place leases are amortized over the remaining term of the lease.

The fair value of above-or-below market leases is estimated based on the present value (using an interest rate which reflected the risks associated with the leases acquired) of the difference between contractual amounts to be received pursuant to the leases and management’s estimate of market lease rates measured over a period equal to the estimated remaining term of the lease. An above market lease is classified as an intangible asset and a below market lease is classified as an intangible liability. The capitalized above-market or below-market lease intangibles are amortized as a reduction of, or an addition to, rental income over the estimated remaining term of the respective leases.

Intangible assets related to leasing costs consist of leasing commissions and legal fees. Leasing commissions are estimated by multiplying the remaining contract rent associated with each lease by a market leasing commission. Legal fees represent legal costs associated with writing, reviewing, and sometimes negotiating various lease terms. Leasing costs are amortized over the remaining useful life of the respective leases.

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 Consolidated Statements of Operations.

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 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 December 31, 2025 or 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.

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.

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 Consolidated Statements of Cash Flows:

​​​​​​​
​ · ​ · As of December 31,
​ · ​ ​ ​ · 2025 · ​ ​ ​ · 2024
Cash and cash equivalents$9,084$6,815
Restricted cash​​2,805​​2,127
Total cash and cash equivalents and restricted cash$11,889$8,942

Tenant Receivables, Net

The tenant receivable balance as of December 31, 2025 and 2024 was $7,225 and $7,424, respectively. The balance as of December 31, 2025 consisted of $2,650 in funds owed from the Company’s tenants for rent that the Company had earned but had not yet received, $4,012 of tenant reimbursements, $107 for a loan that was made toone of the Company’s tenants, and $456 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 December 31, 2025 and 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 December 31, 2025 and 2024 was$556 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 December 31, 2025 and 2024 was $28,907 and $28,208, respectively. The balance as of December 31, 2025 consisted of $28,681 in deferred rent receivables resulting from the recognition of revenue from leases with fixed annual rental escalations on a straight-line basis and $226 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 December 31, 2025 and 2024 was $25,284 and $22,354, respectively. The balance as of December 31, 2025 consisted of $13,102 for right of use assets, $7,784 in net capitalized leasing commissions, $2,551 in capitalized construction in process costs, $1,539 in prepaid assets, and $308 for net capitalized software costs and miscellaneous assets. The balance as of December 31, 2024 consisted of $7,271 for 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 for net capitalized software costs and miscellaneous assets. Refer to Note 8 – “Leases” for additional details on right of use assets.

Derivative Instruments - Interest Rate Swaps

The derivative assets balance as of December 31, 2025 and 2024 was $6,102 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.

Other Liabilities

The other liabilities balance as of December 31, 2025 and 2024 was $19,410 and $14,191 respectively. The balance as of December 31, 2025 consisted of $13,438 for right of use liabilities and $5,972 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.

Net Income Attributable to Common Stockholders Per Share

The Company uses the treasury stock method to compute diluted net income or loss attributable to common stockholders per share. Basic net income or loss per share of common stock is computed by dividing net income or loss attributable to common stockholders by the weighted average number of shares of common stock outstanding for the period. Diluted net income or loss per share of common stock is computed by dividing net income or loss attributable to common stockholders by the sum of the weighted average number of shares of common stock outstanding plus any potential dilutive shares for the period. OP Units and LTIP Units are not reflected in the diluted per share calculation because the exchange of OP Units and LTIP Units into common stock is on a one-for-one basis, and both are allocated net income on a per share basis equal to the common stock. Accordingly, any exchange would not have any effect on diluted net income available to common stockholders per share. The Company considered the requirements of the two-class method when computing earnings per share and determined that there would be no difference in its reported results if that method was utilized.

Debt Issuance Costs

Debt issuance costs include amounts paid to lenders and other third parties to obtain both fixed term and revolving debt and are amortized to interest expense on a straight-line basis over the term of the related debt. Refer to Note 4 – “Credit Facility, Notes Payable and Derivative Instruments” for additional details.

Related Party Disclosures

The Company enters into transactions with affiliated entities, or “related parties,” which are recorded as receivables or payables in the accompanying Consolidated Balance Sheets. Related party disclosures are governed by ASC Topic 850, “Related Party Disclosures.” Refer to Note 6 – “Related Party Transactions” for additional information regarding the Company’s related party transactions.

Stock-Based Compensation

The Company grants LTIP Unit awards, including awards that vest over time and awards that vest based on achievement of specified performance criteria, to its employees and its independent directors. The Company accounts for all awards under ASC Topic 718, “Compensation-Stock Compensation”. Refer to Note 7 – “Stock Based Compensation” for additional details.

Depreciation and Amortization Expense

Real estate and related assets are stated net of accumulated depreciation. Renovations, replacements and other expenditures that improve or extend the life of assets are capitalized and depreciated over their estimated useful lives. Expenditures for ordinary maintenance and repairs are charged to expense as incurred. Depreciation is computed using the straight-line method over the estimated useful life of the buildings, which are generally between 20 and 52 years, tenant improvements, which are generally betweenone and 19 years, and site improvements, which are generally between three and 15 years. Values assigned to in-place lease and leasing costs intangible assets are charged as amortization expense using the straight-line method over the remaining term of the respective leases.

Goodwill

As of December 31, 2025 and 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. The Company’s goodwill balance was derived from the management internalization transaction. 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.

Goodwill is evaluated for impairment either under a qualitative assessment option or a quantitative approach depending on the facts and circumstances of the reporting unit, consideration of the excess of the reporting unit's fair value over its carrying amount in previous assessments and changes in business environment.

When performing a qualitative assessment, the Company considers factors including, but not limited to, current macroeconomic conditions, industry and market conditions, cost factors, financial performance and other events relevant to the entity or the reporting

unit to determine whether it is more likely than not that the fair value of the reporting unit is less than its carrying amount. If the Company determines that it is more likely than not that the reporting unit's fair value is less than its carrying amount, a quantitative goodwill impairment test is performed.

When performing a quantitative goodwill impairment test, the reporting unit carrying value is compared to its fair value. Goodwill is deemed impaired if, and the impairment loss is recognized for the amount by which, the reporting unit carrying value exceeds its fair value.

Estimating the fair value of a reporting unit requires the exercise of significant judgment and assumptions including judgments about expected future cash flows, weighted-average cost of capital, discount rates and expected long-term growth rates. A significant change to these estimates and assumptions could cause the estimated fair values of our reporting unit to decline and increase the risk of an impairment charge to earnings.

The Company performed a qualitative analysis during the fourth quarter of the current fiscal year and determined that it was more likely than not that the fair value of the reporting unit was in excess of the reporting units carrying value, and as a result, a quantitative step one analysis was not necessary.

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 subsidiaries. The Company retained an ownership interest of 12.5% in the Joint Venture with Heitman retaining the remaining 87.5% interest.

The Company performed a qualitative analysis, including an evaluation of the Joint Venture's ability to finance its activities without additional subordinated financial support. The Company also considered which equity holder in the Joint Venture, if any, has the power to direct the activities most significant to the Joint Venture’s economic performance, whether the equity holders as a group lack the characteristics of a controlling financial interest, and whether they have the obligation to absorb losses of the Joint Venture or the right to receive benefits from it that could be significant to the Joint Venture. Based on this analysis, the Company determined that the Joint Venture has sufficient equity investment at risk to finance its activities without additional subordinated financial support, and that the Joint Venture’s equity holders are obligated to both absorb expected losses and receive expected returns.

The Company further concluded that the Joint Venture is structured with substantive voting rights, such that the decisions that most significantly affect the Joint Venture's economic outcome are made relative to the ownership interests of the equity holders. Therefore, the Company determined that the entity should be accounted for under the voting interest model.

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.

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 Consolidated Balance Sheets. The Company’s share of net income or loss from the Joint Venture is included in the "Equity loss from unconsolidated joint venture" line item on the Company’s Consolidated Statements of Operations. The Company uses the cumulative earnings approach to determine the cash flow presentation of distributions from the unconsolidated joint venture. Under this approach, distributions up to the amount of cumulative equity in earnings recognized are classified as cash inflows from operating activities, while distributions in excess of that amount are classified as cash inflows from investing activities. Refer to Note 3 – “Property Portfolio” for additional details regarding the Company’s investment in the Joint Venture.

Impairment of Investment in Unconsolidated Joint Venture

During the Company’s ownership of properties that are held in the Joint Venture and accounted for under the equity method and considered unconsolidated entities, the Company recognizes an impairment loss when circumstances indicate that a decrease in the value of an equity method investment has occurred and that it is other than temporary. This determination requires significant judgment.

To assess whether the impairment loss is other than temporary, the Company considers its ability and intent to hold the investment until its carrying value is fully recovered. The Company evaluates the impairment of its investment in the unconsolidated Joint Venture in accordance with accounting standards for equity investments. First, the Company reviews the investment for indicators of impairment. If indicators are present, the Company estimates the fair value of the investment. If the carrying value of the investment exceeds the estimated fair value, the Company assesses whether the impairment is temporary or other than temporary.

In making this assessment, the Company considers the length of time and the extent to which the fair value has been less than cost, the financial condition and near-term prospects of the Joint Venture, and the Company’s intent and ability to retain the interest long enough for a recovery in market value. If the Company concludes that the impairment is other than temporary, the investment is reduced to its estimated fair value.

Income Taxes

The Company elected to be taxed as a REIT for U.S. federal income tax purposes commencing with its taxable year ended December 31, 2016. A REIT is generally not subject to U.S. federal income taxes if it can meet many specific requirements. If the Company fails to qualify as a REIT in any taxable year, the Company will be subject to U.S. federal and state income tax on its taxable income at regular corporate tax rates, and the Company could not re-elect REIT status until the fifth calendar year after the year in which the failure occurred. Even if the Company continues to qualify as a REIT, it may be subject to certain state or local income taxes, and the Company’s TRS will be subject to U.S. federal, state, and local taxes on its income at regular corporate rates. The Company recognizes the tax effects of uncertain tax positions only if the position is more likely than not to be sustained upon audit, based on the technical merits of the position. The Company has not identified any material uncertain tax positions and recognizes interest and penalties in income tax expense, if applicable. The Company is currently not under examination by any income tax jurisdiction.

Fair Value of Financial Instruments

Fair value is a market-based measurement and should be determined based on the assumptions that market participants would use in pricing an asset or liability. In accordance with ASC Topic 820, the valuation hierarchy is based upon the transparency of inputs to the valuation of an asset or liability as of the measurement date. A financial instrument’s categorization within the valuation hierarchy is based upon the lowest level of input that is significant to the fair value measurement. The three levels are defined as follows:

●Level 1 - Inputs to the valuation methodology are quoted prices for identical assets or liabilities in active markets;
●Level 2 - Inputs to the valuation methodology include quoted prices for similar assets and liabilities in active markets, and inputs that are observable for the asset or liability, either directly or indirectly, for substantially the full term of the financial instrument; and
●Level 3 - Inputs to the valuation methodology are unobservable and significant to the fair value measurement.

The Company considers the carrying values of cash and cash equivalents, escrow deposits, accounts and other receivables, and accounts payable and accrued expenses to approximate the fair value for these financial instruments because of the short period of time since origination or the short period of time between origination of the instruments and their expected realization. Due to the short-term nature of these instruments, Level 1 and Level 2 inputs are utilized to estimate the fair value of these financial instruments. The Company considers the carrying value of its debt to approximate fair value. The fair values determined related to the Company’s interest rate swap transactions utilize Level 2 inputs, since there is heavy reliance on a variety of inputs including contractual terms, interest rate curves, yield curves, measure of volatility, and correlations of such inputs. The fair values determined related to the Company’s acquisitions of real estate where the identification and recording of intangible assets and liabilities is required primarily utilize Level 2 inputs since there is heavy reliance on market observable data such as rent comparables, sales comparables, and broker indications. Although some Level 3 inputs are utilized, they are minor in comparison to the Level 2 date used for the primary assumptions as it relates to acquisitions of real estate.

Segment Reporting

In December 2024, the Company adopted ASU No. 2023-07, “Segment Reporting (Topic 280): Improvements to Reportable Segment Disclosures.” ASU No. 2023-07 does not change how a public entity identifies its operating segments, aggregates them or applies the quantitative thresholds to determine its reportable segments and all disclosures required under ASC Topic 280, “Segment Reporting” continue to be required. ASC Topic 280 establishes standards for reporting financial and descriptive information about a public entity’s reportable segments. The Company adopted ASU 2023-07 for its fiscal year 2024 annual financial statements and interim financial statements thereafter and has applied this standard retrospectively for all periods presented. The Company’s adoption of ASU No. 2023-07 did not have a material impact on its financial condition, results of operations or financial statement disclosures.

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.

New Accounting Pronouncements

In November 2024, the FASB issued ASU No. 2024-03, Income Statement—Reporting Comprehensive Income—Expense Disaggregation Disclosures (Subtopic 220-40): Disaggregation of Income Statement Expenses (“ASU 2024-03”), to address requests from investors for more detailed information about the types of expenses in commonly presented expense captions. ASU 2024-03 requires public companies to provide disaggregated disclosure in tabular format in the notes to financial statements of specific expenses, including but not limited to: (i) employee compensation, (ii) depreciation, and (iii) intangible asset amortization. In January 2025, the FASB issued ASU No. 2025-01, Income Statement—Reporting Comprehensive Income—Expense Disaggregation Disclosures (Subtopic 220-40): Clarifying the Effective Date, which clarifies that the amendments in ASU 2024-03 are effective for annual reporting periods beginning after December 15, 2026, and interim reporting periods beginning after December 15, 2027. The Company is evaluating the impact these ASUs will have on its disclosures.

Note 3 – Property Portfolio

Summary of Properties Acquired and Sold During the Year Ended December 31, 2025

During the year ended December 31, 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, $1.0 million of transaction costs for this acquisition were capitalized.

During the year ended December 31, 2025, the Company completed seven dispositions for approximately $23.0 million, realizing an aggregate net gain of approximately $1.5 million. In addition, we recognized impairment losses on the sold assets of $13.0 million.

A rollforward of the gross investment in land, building, improvements, and acquired lease intangible assets as of December 31, 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)​—​​5,927​​1,226​​5,008​​—​12,161
Total Additions:​​—​​61,564​​2,370​​12,732​​9,402​​86,068
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)
Memphis Exeter - 11/4/25​​(232)​​(1,912)​​—​​—​​—​​(2,144)
Melbourne - 12/30/25​​(1,200)​​(8,556)​​(86)​​(1,178)​​(123)​​(11,143)
Total Dispositions:​​(3,201)​​(21,627)​​(602)​​(2,014)​​(3,774)​​(31,218)
Impairment of investment properties(2)​​(1,182)​​(11,832)​​—​​—​​—​​(13,014)
Balances as of December 31, 2025​$169,917​$1,072,124​$25,741​$80,397​$144,573​$1,492,752
(1)Represents capital projects that were completed and placed in service during the year ended December 31, 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, and recognized an impairment loss of $6.3 million to reduce the carrying value of the asset to its estimated fair value. The fair value was determined based on the contractual sales price, less commissions and fees, and the sale was completed in September 2025. In December 2025, the Company entered into an agreement to sell its facility located in Melbourne, Florida, and recognized an impairment loss of $6.7 million to reduce the carrying value of the asset to its estimated fair value. The fair value was determined based on the contractual sales price, less commissions and fees, and the sale was completed in December 2025.

Depreciation expense was $44,025, $40,427, and $41,266 for the years ended December 31, 2025, 2024, and 2023, respectively.

As of December 31, 2025, the Company had aggregate capital improvement commitments and obligations to improve, expand, and maintain the Company’s existing facilities of approximately $25.7 million. Many of these amounts are subject to contingencies that make it difficult to predict when they will be expended, 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 $12.6 million.

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 represents 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.

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 properties(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.

Lease Intangible Assets and Liabilities

The following is a summary of the carrying amount of lease intangible assets and liabilities:

​​​​​​​​​​
​ · ​ · As of December 31, 2025
​ · ​ · ​ · ​ · ​ · Accumulated · ​ · ​ · ​
​ · ​ ​ ​ · Cost · ​ ​ ​ · Amortization · ​ ​ ​ · Net
Assets​​​​​​​​​
In-place leases​$82,590​$(58,294)​$24,296
Above market leases​24,024​(15,258)​8,766
Leasing costs​37,959​(25,017)​12,942
​​$144,573​$(98,569)​$46,004
Liability​​​​​​​​​
Below market leases​$17,335​$(12,391)​$4,944
​ · ​ · ​ · ​ · ​ · ​ · ​ · ​ · ​ · ​
​ · ​ · 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:

​ · ​ · ​ · ​ · ​ · ​ · ​ · ​ · ​ · ​
​ · ​ · ​ · ​ · ​ · ​ · ​ · ​ · ​ · ​
​ · ​ · Year Ended December 31,
​​ ​ ​2025​ ​ ​2024​ ​ ​2023
Amortization expense related to in-place leases​$9,568​$9,942​$11,612
Amortization expense related to leasing costs​$4,449​$4,544​$5,079
Decrease in rental revenue related to above market leases​$2,918​$3,180​$3,384
Increase in rental revenue related to below market leases​$(2,271)​$(2,009)​$(2,332)

As of December 31, 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
2026​$(477)​$12,830
2027​(471)​9,408
2028​(779)​6,695
2029​(831)​4,196
2030​​(648)​​1,785
Thereafter​(615)​2,324
Total​$(3,821)​$37,238

For the year ended December 31, 2025, the weighted average amortization period for asset lease intangibles and liability lease intangibles are 2.8 years and 2.3 years, respectively.

Investment in Unconsolidated Joint Venture

As of December 31, 2025, the Company hadone investment in an unconsolidated Joint Venture, which as of December 31, 2025 held investments intwo properties located in North Carolina and Texas. The Company retains a 12.5% interest in the Joint Venture. The Company’s maximum exposure related to the Joint Venture is limited to the amount of its investment. The Joint Venture had total

debt outstanding of $17.6 million as of December 31, 2025, all of which was non-recourse to the Company. For the year ended December 31, 2025, the Company recognized a loss of $150 from its equity interest in the net loss of the Joint Venture.

Note 4 – Credit Facility, Notes Payable and Derivative Instruments

Credit Facility

On October 8, 2025, the Operating Partnership, as borrower, and certain of its subsidiaries entered into an amended and restated $900 million unsecured syndicated credit facility with JPMorgan Chase Bank, N.A. as administrative agent (the “Credit Facility”). The Credit Facility consists of (i) $500 million of term loans, which include (a) a $350 million loan that is comprised of three term loans as follows: a $100 million term loan maturing in October 2029 (“Term Loan A-1”); a $100 million term loan maturing in October 2030 (“Term Loan A-2”); and a $150 million term loan maturing in April 2031 (“Term Loan A-3,” collectively the “Term Loan A Tranches”); and (b) a $150 million term loan maturing in February 2028 (“Term Loan B”), and (ii) a $400 million revolver maturing in October 2029 with two, six-month extension options available at the Company’s election (the “Revolver”). The Credit Facility also includes a $500 million accordion feature. Interest rates on amounts outstanding under the Credit Facility equal the term SOFR plus a borrowing spread based on the current pricing grid in the 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%, and (vii) a minimum net worth of $595.6 million plus 75% of all net proceeds raised through equity offerings subsequent to June 30, 2025. As of December 31, 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 to hedge its interest rate risk on the Term Loan A Tranches and Term Loan B through their respective maturities. For additional information see the “Derivative Instruments - Interest Rate Swaps” section herein.

During the year ended December 31, 2025, the Company borrowed $138,300 under the Credit Facility and repaid $111,725, for a net amount borrowed of $26,575. During the year ended December 31, 2024, the Company borrowed $143,800 under the Credit Facility and repaid $99,600, for a net amount borrowed of $44,200. Interest expense incurred on the Credit Facility was $28,193, $25,628, and $25,868 for the years ended December 31, 2025, 2024, and 2023, respectively.

As of December 2025 and 2024, the Company had the following outstanding borrowings under the Credit Facility:

​​​​​​​
​ · ​ ​ ​ · December 31, 2025 · ​ ​ ​ · December 31, 2024
Revolver​$163,175​$136,600
Term Loan A Tranches (1)​​350,000​​350,000
Term Loan B​150,000​150,000
Credit Facility, gross​​663,175​​636,600
Less: Unamortized debt issuance costs​(10,476)​(4,868)
Credit Facility, net​$652,699​$631,732
(1)The balance as of December 31, 2024 consisted of one term loan that was replaced by the Term Loan A tranches through the amended and restated Credit Facility on October 8, 2025.

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 Consolidated Balance Sheets. During the year ended December 31, 2025, the Company paid $8,580 related to amendments and modifications to the Credit Facility, and no such costs were incurred during the year ended December 31, 2024. Amortization expense incurred was $2,972, $2,198, and $2,199 for the years ended December 31, 2025, 2024, and 2023, respectively, and is included in the “Interest Expense” line item in the accompanying 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 December 31, 2025 and 2024, the Company had the following outstanding borrowings under these loans:

​​​​​​​
​ · ​ ​ ​ · December 31, 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 the debt issuance costs on these loans was $22, $44, and $146, for the years ended December 31, 2025, 2024, and 2023, respectively, and is included in the “Interest Expense” line item in the accompanying Consolidated Statements of Operations. Additionally, in connection with the Cantor Loan defeasance $240 of unamortized debt issuance costs were written off during the year ended December 31, 2023, and included as a component of the “Loss on Extinguishment of Debt” line item in the accompanying Consolidated Statements of Operations.

On March 31, 2016, the Company entered into a $32,097 CMBS loan (the “Cantor Loan”). On December 6, 2023, the Company defeased the Cantor Loan in accordance with the provisions of the underlying loan agreement. The defeasance resulted in a total payment of $31,525 during the year ended December 31, 2023, which consisted of the payment of the outstanding principal balance on December 6, 2023 of $30,897 and transaction costs of $628. The transaction costs are included as a component of the “Loss on Extinguishment of Debt” line item in the accompanying Consolidated Statements of Operations. The total loss on extinguishment of debt during the year ended December 31, 2023, resulting from the defeasance was $868.

The Company made principal payments of $13,268 and $11,544 during the years ended December 31, 2025 and 2024, respectively. Interest expense incurred on these loans was $365, $819, and $2,680 for the years ended December 31, 2025, 2024, and 2023, respectively.

As of December 31, 2025, scheduled principal payments due for each year ended December 31 were as follows:

​​​​
2026​$117
2027​​124
2028​​131
2029​​139
2030​​147
Thereafter​​495
Total​$1,153

Derivative Instruments - Interest Rate Swaps

As of December 31, 2025, the Company hadnine interest rate swaps that are used to manage its interest rate risk by fixing the SOFR component of its term loans through their maturities. Five of the Company’s interest rate swaps related to a term loan that was in place prior to the entry into the third amended and restated Credit Facility on October 8, 2025, with a combined notional value of $350 million. These five interest rate swaps remain in place and fix the SOFR component on that term loan through April 2026 at 1.36%. That term loan was replaced by the Term Loan A Tranches under the third amended and restated Credit Facility. 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%. In addition, the Company entered into seven forward starting interest rate swaps on October 7, 2025, with a combined notional value of $350 million that will be effective upon the April 2026 matruity of the existing five interest rate swaps discussed above. These forward starting interest rate swaps fully hedge the SOFR component of the Term Loan A Tranches through their respective maturities.

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 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 December 31, 2025 and 2024, all of the Company’s swaps met the criteria for hedge accounting.

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 $6,102 and $18,613 as of December 31, 2025 and 2024, respectively. The balances are included in the “Derivative Assets” line item on the Company’s Consolidated Balance Sheets as of December 31, 2025 and 2024, respectively.

The table below details the components of the amounts presented on the accompanying Consolidated Statements of Comprehensive Income recognized on the Company’s interest rate swap agreements designated as cash flow hedges:

​ · ​ · ​ · ​ · ​ · ​ · ​ · ​ · ​
​Year Ended December 31,
​2025​ ​ ​2024​ ​ ​2023
Amount of gain recognized in other comprehensive loss$(308)​$(10,683)​$(6,056)
Amount of gain reclassified from accumulated other comprehensive income into interest expense12,819​17,195​15,605
Total change in accumulated other comprehensive income$12,511​$6,512​$9,549

During the next twelve months, the Company estimates that an additional $3,822 will be reclassified as a decrease to interest expense. Additionally, during the years ended December 31, 2025, 2024, and 2023, the Company recorded total interest expense in its Consolidated Statements of Operations of $31,754, $28,689, and $30,893, respectively.

Weighted-Average Interest Rate and Term

The weighted average interest rate and term of the Company’s debt was 3.74% and 4.1 years, respectively, at December 31, 2025, compared to 3.75% and 2.0 years, respectively, as of December 31, 2024.

Note 5 –Equity

Preferred Stock

On November 20, 2025, the Company sold 2,050,000 shares of its Series B Cumulative Redeemable Preferred Stock, $0.001 par value per share, with a liquidation preference of $25 per share, inclusive of 50,000 shares issued in connection with the underwriters’ exercise of their over-allotment option. The Company may, at its option, redeem the Series B Preferred Stock for cash in whole or in part, from time to time, at any time on or after November 20, 2030, at a cash redemption price of $25 per share, plus accrued and unpaid dividends. The Series B Preferred Stock generally has no voting rights, except for limited voting rights if the Company fails to pay dividends for six quarterly periods and on certain fundamental matters that may affect the preference or special rights of the Series B Preferred Stock. The issuance resulted in aggregate gross proceeds of $51.3 million. After deducting underwriting discounts and advisory fees of $1.6 million, and expenses paid by the Company that were directly attributable to the offering of $0.5 million (which are both treated as a reduction of the “Preferred Stock” balance on the accompanying Consolidated Balance Sheets), the Company’s Series B preferred stock balance as of December 31, 2025 was $49.1 million. The net proceeds received from the transaction were primarily used to repay borrowings on the Company’s Revolving Credit Facility. The Company assessed the characteristics of the Series B Preferred Stock in accordance with the provisions of ASC Topic 480 – “Distinguishing Liabilities from Equity,” and concluded that the Series B Preferred Stock is classified as permanent equity.

The Company’s charter authorizes the issuance of 10,000,000 shares of preferred stock, par value $0.001 per share. As of December 31, 2025 and 2024, there were 3,105,000 shares of Series A Cumulative Redeemable Preferred Stock (“Series A Preferred Stock”), issued and outstanding, and 2,050,000 shares of Series B Cumulative Redeemable Preferred Stock (“Series B Preferred Stock”), issued and outstanding. Each of the Series A Preferred Stock and Series B Preferred Stock has a liquidation preference of $25 per share.

Series A Preferred stock dividend activity for the years ended December 31, 2025 and 2024 is summarized in the following table:

​ · ​ · ​ · ​ · ​ · ​ · ​ · ​ · ​ · ​ · ​ · ​ · ​
​​ ​ ​​​ ​ ​Applicable​ ​ ​​​ ​ ​Quarterly​ ​ ​Dividends
Date Announced​Record Date​Quarter​Payment Date​Dividend​per Share
​ · ​ · ​ · ​ · ​ · ​ · ​ · ​ · ​ · ​ · ​ · ​ · ​
December 12, 2023January 15, 2024Q4 2023January 31, 2024​$1,455​$0.46875
March 7, 2024​April 15, 2024​Q1 2024​April 30, 2024​$1,455​$0.46875
June 6, 2024​July 15, 2024​Q2 2024​July 31, 2024​$1,455​$0.46875
September 5, 2024​October 15, 2024​Q3 2024​October 31, 2024​$1,455​$0.46875
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​$0.46875
December 4, 2025​January 15, 2026​Q4 2025​February 2, 2026​$1,455(1)$0.46875
(1)Two months of this amount, equal to $970, was accrued at December 31, 2025.

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). The Series A Preferred Stock 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). 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 Series A Preferred Stock may be partially or fully redeemed by the Company. 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 years ended December 31, 2025 and 2024, the Company paid preferred dividends of $5,822.

Series B Preferred stock dividend activity for the year ended December 31, 2025 is summarized in the following table:

​ · ​ · ​ · ​ · ​ · ​ · ​ · ​ · ​ · ​ · ​ · ​ · ​
​​ ​ ​​​ ​ ​Applicable​ ​ ​​​ ​ ​Quarterly​ ​ ​Dividends
Date Announced​Record Date​Quarter​Payment Date​Dividend​per Share
​ · ​ · ​ · ​ · ​ · ​ · ​ · ​ · ​ · ​ · ​ · ​ · ​
December 4, 2025​January 15, 2026​Q4 2025​February 2, 2026​$795(1)$0.38800
(1)Consists of the initial, pro-rata dividend for the period from original issuance on November 20, 2025, through January 30, 2026. Had the Series B Preferred Stock been outstanding for a full quarter, the amount of the quarterly dividend per share would have been $0.50. A portion of this amount, equal to $458, was accrued at December 31, 2025.

The holders of the Series B 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). The Series B Preferred Stock 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 8.00% of the liquidation preference of $25.00 per share (equivalent to $2.00 per share on an annual basis). Dividends on the Series B 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 Series B Preferred Stock may be partially or fully redeemed by the Company beginning in November 2030. The quarterly dividend payment dates on the Series B Preferred Stock are January 31, April 30, July 31 and October 31 of each year.

Common Stock

After the impact of the Reverse Stock Split, the Company has 100,000,000 authorized shares of common stock, $0.001 par value. And as of December 31, 2025 and 2024, there were 13,234,830 and 13,374,245 outstanding shares of common stock, respectively, on a split-adjusted basis.

Common stock dividend activity for the years ended December 31, 2025 and 2024 is summarized in the following table:

​ · ​ · ​ · ​ · ​ · ​ · ​ · ​ · ​ · ​ · ​ · ​ · ​
​ · ​ ​ ​ · ​ · ​ ​ ​ · Applicable · ​ ​ ​ · ​ · ​ ​ ​ · Dividend · ​ ​ ​ · Dividends
Date Announced · ​ · Record Date · ​ · Quarter · ​ · Payment Date · ​ · Amount(1) · ​ · per Share(2)
​ · ​ · ​ · ​ · ​ · ​ · ​ · ​ · ​ · ​ · ​ · ​ · ​
December 12, 2023December 27, 2023Q4 2023January 9, 2024​$14,819​$1.05
March 7, 2024March 22, 2024Q1 2024April 9, 2024​$14,901​$1.05
June 6, 2024June 21, 2024Q2 2024July 9, 2024​$14,912​$1.05
September 5, 2024September 20, 2024Q3 2024October 8, 2024​$15,109​$1.05
December 4, 2024December 20, 2024Q4 2024January 8, 2025​$15,164​$1.05
February 27, 2025March 21, 2025Q1 2025April 9, 2025​$15,234​$1.05
May 28, 2025June 20, 2025Q2 2025July 9, 2025​$10,890​$0.75
September 3, 2025September 29, 2025Q3 2025October 15, 2025​$10,914​$0.75
December 4, 2025December 19, 2025Q4 2025January 9, 2026​$10,839​$0.75
(1)Includes dividends on granted LTIP Units and OP Units issued to third parties.
(2)Dividend per Share amounts are shown on a split-adjusted basis.

During the years ended December 31, 2025 and 2024, the Company paid total dividends on its common stock, LTIP Units, and OP Units in the aggregate amount of $52.3 million and $59.9 million, respectively.

As of December 31, 2025 and 2024, the Company had accrued dividend balances of $216 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 year ended December 31, 2025, dividends accrued relating to these units decreased by $65 and dividends paid related to these units were $105. During the year ended December 31, 2024, $168 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”). During the year ended December 31, 2025, no shares were sold under the 2024 ATM Program. During the year ended December 31, 2024, the Company generated gross proceeds of $12.0 million through ATM equity issuances of 240,885 shares of the Company’s common stock at a weighted average offering price of $49.75 per share after adjusting to reflect the impact of the Reverse Stock Split.

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. During the year ended December 31, 2025, the Company repurchased 175,634 shares of its common stock at a weighted average purchase price of $34.16 per share and an aggregate purchase price of $6.0 million.

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 67,036,790 to 13,407,358, excluding fractional shares. All common share and unit and per common share and unit 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 55,000 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 trade on the New York Stock Exchange but was assigned a new CUSIP number in connection with the Reverse Stock Split. 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 December 31, 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 year ended December 31, 2025, the Operating Partnership didnot issue any OP Units and redeemed 5,000 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 Consolidated Balance Sheets as of December 31, 2025 and 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 due from related parties balance as of December 31, 2025 and 2024 was $162 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 December 31, 2025 and 2024.

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.

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 December 31, 2025, there were 266,867 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 year ended December 31, 2025, the following LTIP Units were issued by the Company:

​​​​​​​
​​​​Number of​​
​​​​Units Issued​​
Date​Description​(thousands)​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
​​​​​​​
October 1, 2025​Discretionary grant​3​33.33% on October 1, 2026;
​​​​​​33.33% on October 1, 2027; and
​​​​​​33.33% on October 1, 2028
​​​​​​​
December 17, 2025​Discretionary grant​1​33.33% on December 17, 2026;
​​​​​​33.33% on December 17, 2027; and
​​​​​​33.33% on December 17, 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 year ended December 31, 2025, certain participants redeemed an aggregate of 31,270 vested LTIP Units for the Company’s common stock, andnone of the previously granted LTIP units were forfeited. A detail of the Company’s outstanding time-based LTIP Units as of December 31, 2025 is as follows (in thousands):

​​​
Vested units​ ​ ​540
Unvested units162
LTIP Units outstanding as of December 31, 2025702

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.

During the year ended December 31, 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 December 31, 2025 is as follows (in thousands):

​​​
2023 Long-Term Awards29
2024 Long-Term Awards​39
2025 Annual Awards (1)​36
2025 Long-Term Awards (2)​33
Total target Performance Awards as of December 31, 2025137
(1)Approved by the Board on February 26, 2025, with the exception of five 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 year ended December 31, 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.

*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 $4,496, $5,102, and $4,242, for the years ended December 31, 2025, 2024, and 2023, respectively, related to the grants awarded under the Plan. Compensation expense is included within “General and Administrative” expense in the Company’s Consolidated Statements of Operations.

As of December 31, 2025, total unamortized compensation expense related to these awards of approximately $5.3 million is expected to be recognized over a weighted average remaining period of 1.5 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 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 $147,682 and $138,410 of rental revenue related to operating lease payments for the years ended December 31, 2025 and 2024, respectively. Of these amounts $7,354 and $7,737, respectively, relate to variable rental revenue.

The aggregate annual cash to be received by the Company on the noncancelable operating leases related to its portfolio as of December 31, 2025 is as follows for the subsequent years ended December 31:

​​​​
2026​ ​ ​$122,266
2027​111,053
2028​100,426
2029​87,011
2030​​66,166
Thereafter​228,275
Total​$715,197

Information as Lessee

The Company recorded a right of use asset and liability during the year ended December 31, 2025 for thefive 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 year ended December 31, 2025, the Company incurred interest expense of $202 from ground leases that were classified as financing leases. Including these buildings, the Company has 12 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 $356 and $197 of ground lease expense during the years ended December 31, 2025 and 2024, respectively, of which $272 and $147 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 December 31, 2025 and areconciliation of those cash flows to the operating lease liability at December 31, 2025:

​​​​
2026​ ​ ​$1,134
2027​1,150
2028​1,174
2029​1,193
2030​​1,211
Thereafter​25,988
Total​​31,850
Discount​(18,412)
Lease liability​$13,438

Tenant Concentration

During the year ended December 31, 2025, the Company’s rental revenues were derived from 312 tenants leasing 189 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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