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Chiron Real Estate Inc.

For the period ended Jun 30, 2026. Filed Aug 10, 2026.

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About this filing

A company's report for each of its first three quarters. The financial statements are not audited. It shows how the business has moved since the last annual report, and what management says changed.

Jun 30, 2026 · Filed Aug 10, 2026

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

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Notes to the Unaudited Condensed Consolidated Financial Statements

(dollars in thousands, except per share amounts or as otherwise indicated)

Note 1 – Organization

Chiron Real Estate Inc. (the “Company”) is a Maryland corporation and internally managed real estate investment trust (“REIT”) that owns (i) healthcare facilities leased to physician groups and regional and national healthcare systems and (ii) seniors housing communities. The Company’s seniors housing includes independent living communities (“IL”), assisted living communities (“AL”), memory care communities (“MC”) and active adult communities. As of June 30, 2026, the Company’s total gross investment portfolio consisted of 82% healthcare facilities, primarily outpatient medical facilities,16% seniors housing operating portfolio (“SHOP”) assets, and 2% unconsolidated joint ventures and other investments.

The Company holds its facilities and conducts its operations through a Delaware limited partnership subsidiary, Chiron Real Estate LP (the “Operating Partnership”). The Company serves as the sole general partner of the Operating Partnership through a wholly owned subsidiary of the Company, Chiron Real Estate GP LLC, a Delaware limited liability company. As of June 30, 2026, the Company owned 91.3% of the outstanding common operating partnership units (“OP Units”), with the remaining 8.7% 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.

Note 2 – Summary of Significant Accounting Policies

Basis of presentation

The accompanying condensed consolidated financial statements are unaudited and have been prepared in accordance with U.S. generally accepted accounting principles (“GAAP”) for interim financial information and with the instructions to Form 10-Q and the rules and regulations of the U.S. Securities and Exchange Commission (“SEC”). Certain information and footnote disclosures required for annual consolidated financial statements have been condensed or excluded pursuant to such rules and regulations. Accordingly, these condensed consolidated financial statements should be read in conjunction with the Company’s audited consolidated financial statements and notes thereto for the year ended December 31, 2025. In the opinion of management, all adjustments, consisting of normal and recurring adjustments, considered necessary for a fair presentation of the interim financial statements presented have been included.

Principles of Consolidation

The accompanying condensed consolidated financial statements include the accounts of the Company, including the Operating Partnership, its wholly owned subsidiaries, and its equity investments in unconsolidated joint ventures. All significant intercompany accounts and transactions have been eliminated in consolidation. The Company presents the portion of any equity investment it does not own but controls (and thus consolidates) as noncontrolling interest. Noncontrolling interest in the Company includes the LTIP Units that have been granted to directors, officers and affiliates of the Company and the OP Units held by third parties. Refer to Note 5 – “Equity” and Note 7 – “Stock-Based Compensation” for additional information regarding the OP Units and LTIP Units.

The Company classifies noncontrolling interest as a component of consolidated equity on its Condensed Consolidated Balance Sheets, separate from the Company’s total equity. The Company’s net income or loss is allocated to noncontrolling interests based on the respective ownership or voting percentage in the Operating Partnership associated with such noncontrolling interests and is removed from consolidated income or loss on the Condensed Consolidated Statements of Operations in order to derive net income or loss attributable to common stockholders. The noncontrolling ownership percentage is calculated by dividing the aggregate number of LTIP Units and OP Units by the total number of units and shares outstanding.

Use of Estimates

The preparation of the condensed consolidated financial statements in conformity with GAAP requires the Company to make estimates and assumptions that affect the amounts reported in the condensed consolidated financial statements and footnotes. Actual results could differ from those estimates. The Company’s 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.

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Cash and Cash Equivalents and Restricted Cash

The Company considers all demand deposits, cashier’s checks, money market accounts, and certificates of deposit with a maturity of three months or less to be cash equivalents. Amounts included in restricted cash represent certain security deposits received from tenants at the inception of their leases and funds held by the Company related to certain tenant reimbursements. The following table provides a reconciliation of the Company’s cash and cash equivalents and restricted cash:

​​​​​​​
​ · ​ · As of June 30,
​ · ​ ​ ​ · 2026 · ​ ​ ​ · 2025
Cash and cash equivalents$10,658$6,580
Restricted cash​​2,263​​2,646
Total cash and cash equivalents and restricted cash$12,921$9,226

Tenant and Resident Receivables, Net

Tenant receivables consist primarily of amounts due from tenants for contractual rent and tenant reimbursements for real estate taxes, insurance, and certain other operating expenses, and are accounted for in accordance with Accounting Standards Codification (“ASC”) Topic 842 “Leases” (“ASC Topic 842”). Resident receivables consist primarily of amounts due from residents of the Company's seniors housing operating communities for monthly service fees, community fees, and ancillary services, and are accounted for in accordance with ASC Topic 842. The Company evaluates the collectability of tenant receivables at each reporting date by monitoring the creditworthiness and liquidity of its tenants and assessing historical collection experience and current economic conditions. If the collection of substantially all lease payments is no longer considered probable, the Company ceases recognizing revenue on a straight-line basis and recognizes revenue only as cash is received.

Resident receivables are recorded net of an allowance for expected credit losses estimated in accordance with ASC Topic 326 “Financial Instruments — Credit Losses” (“ASC Topic 326”) using a current expected credit loss methodology that reflects historical loss experience, aging by payor category, current portfolio conditions, and reasonable and supportable forecasts of future economic conditions.

As of June 30, 2026 and December 31, 2025, the aggregate reserve recorded against tenant and resident receivables was $350 and $350, respectively.

Real Estate Loans Receivable, Net

Real estate loans receivable consists ofone mezzanine loan as of June 30, 2026. The Company did not have any real estate loans as of December 31, 2025. Generally, each mezzanine loan is collateralized by an ownership interest in the respective borrower. Interest income on loans is recognized as earned based on the terms of the loans subject to evaluation of collectability risks and is included in the Company’s consolidated statements of income. On a quarterly basis, the Company evaluates the collectability of its loan portfolio, including related interest income receivable, and establishes a reserve for loan losses. The reserve for loan losses was insignificant as of June 30, 2026.

Deferred Assets

The deferred assets balance as of June 30, 2026 and December 31, 2025 was $22,041 and $28,907, respectively. The balance for both periods consisted primarily of deferred rent receivables resulting from the recognition of rental revenue on a straight-line basis over the terms of tenant leases with contractual lease payments in accordance with ASC 842 Leases (“ASC 842”).

Derivative Assets - Interest Rate Swaps

The derivative assets balance as of June 30, 2026 and December 31, 2025, was $10,898 and $6,102, 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.

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Goodwill

The Company’s goodwill balance was $5,903 as of June 30, 2026 and December 31, 2025. Goodwill represents the excess of consideration paid over the fair value of underlying identifiable net assets of businesses acquired. Goodwill has an indefinite life and is not amortized. The Company tests goodwill for impairment at the reporting unit level on an annual basis, or more frequently if events or changes in circumstances indicate potential impairment. The Company hastwo reporting units.

Unconsolidated Joint Ventures

Heitman OM Joint Venture

In December 2024, the Company sold certain assets to a newly formed joint venture (the “Heitman OM Joint Venture”) between the Company, through its Operating Partnership, and Heitman Global Real Estate REIT LLC (“Heitman”) and their subsidiaries. The Company holds a 12.5% ownership interest in and serves as managing member of the Heitman OM Joint Venture, and Heitman holds the remaining 87.5% ownership interest. Heitman, through its voting interest, controls the Heitman OM Joint Venture. During the three months ended June 30, 2026, the Heitman OM Joint Venture acquired an additional medical office building located near Minneapolis, Minnesota, for a purchase price of$10.3 million, with the Company contributing its 12.5% proportionate share of the purchase price in accordance with the joint venture agreement. As of June 30, 2026, the Heitman OM Joint Venture has obtainedtwo mortgage loans with an aggregate principal balance of$22.9 million.

Maple Grove Active Adult Joint Venture

On January 6, 2026, the Company entered into a joint venture with a developer to facilitate the development of an active adult residential community near Minneapolis, Minnesota (the “Maple Grove Active Adult Joint Venture”). The Company invested $7.1 million for a 49% equity interest, with the developer retaining a 51% interest and serving as the managing member. The Maple Grove Active Adult Joint Venture obtained a construction loan with a principal balance of $31.0 million, of which $10.1 million was drawn on as of June 30, 2026.

Hudson Active Adult Joint Venture

On May 13, 2026, the Company entered into a joint venture with a developer to facilitate the development of an active adult residential community near Hudson, Wisconsin (the “Hudson Active Adult Joint Venture”). The Company invested $6.7 million for a 49% equity interest, with the developer retaining a 51% interest and serving as the managing member.

IRF Joint Venture

On June 29, 2026, the Company completed the sale ofseven inpatient rehabilitation facilities (“IRFs”) to a newly formed joint venture (the “IRF Joint Venture”) between the Company, through its Operating Partnership, and a U.S. public pension fund (the “IRF JV Partner”). The portfolio was valued at an aggregate purchase price of $217 million. In connection with the transaction, the Company received net proceeds of $211.4 million, before funding its $16.3 million retained equity investment in the IRF Joint Venture, and recognized a gain on the sale of investment properties of $71.9 million. The IRF JV Partner acquired an 85% equity interest and controls the IRF Joint Venture through its voting interest, while the Company acquired a 15% equity interest, serves as manager of the joint venture, and continues to oversee asset management in exchange for a management fee. The IRF Joint Venture obtained a mortgage loan with a principal balance of$108.5 million.

The Company accounts for its joint venture investments using the equity method. Under this method, the investment is initially recorded at cost and subsequently adjusted for the Company’s share of net income or loss, as well as any cash contributions or distributions. The net equity investment is included in the “Investment in unconsolidated joint ventures” line on the Condensed Consolidated Balance Sheets, and the Company’s share of net income or loss is included in “Equity income (loss) from unconsolidated joint ventures” on the Condensed Consolidated Statements of Operations. Distributions are classified as operating cash inflows to the extent of cumulative equity in earnings recognized, with any excess classified as investing cash inflows.

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Other Assets

Other assets consisted of the following as of June 30, 2026 and December 31, 2025. Refer to Note 8 – “Leases” for additional details on right of use assets.

​​​​​​​
​ · ​ · As of June 30, · ​ · As of December 31,
​ · ​ ​ ​ · 2026 · ​ ​ ​ · 2025
Right of use assets$13,021$13,102
Capitalized leasing commissions, net​​6,588​​7,784
Capitalized construction in process costs​​2,885​​2,551
Prepaid assets​​1,870​​1,539
Capitalized software costs and miscellaneous assets, net​​491​​308
Total Other assets$24,855$25,284

Other Liabilities

The other liabilities balance as of June 30, 2026 and December 31, 2025 was $17,617 and $19,410, respectively. The balance as of June 30, 2026 consisted of $13,393 for right of use liabilities and $4,224 of prepaid rent. The balance as of December 31, 2025 consisted of $13,438 for right of use liabilities and $5,972 of prepaid rent. Refer to Note 8 – “Leases” for additional details on right of use liabilities.

Segment Reporting

In December 2024, the Company adopted ASU No. 2023-07, “Segment Reporting (Topic 280): Improvements to Reportable Segment Disclosures,” for its fiscal year 2024 annual financial statements and interim financial statements thereafter. The adoption of ASU 2023-07 did not have an impact on the Company’s financial condition, results of operations, or disclosures.

During 2026, the Company expanded its investment strategy to include seniors housing communities operated through structures permitted under the REIT Investment Diversification and Empowerment Act of 2007 (commonly referred to as “RIDEA”) as permitted by the Housing and Economic Recovery Act of 2008. Through these arrangements, the Company participates in the operating results of qualified healthcare properties through taxable REIT subsidiaries (each, a “TRS”) rather than solely earning contractual rental income.

Accordingly, effective in the second quarter of 2026, the Company conducts and manages its business throughtwo reportable operating segments: (i) healthcare real estate, which consists primarily of healthcare facilities leased to physician groups and regional and national healthcare systems (“Healthcare Real Estate”), and (ii) SHOP, which includes seniors housing communities operated through RIDEA structures.

The Company's Chief Executive Officer serves as the chief operating decision maker ("CODM"). The CODM evaluates operating performance and allocates resources primarily based on net operating income or loss by reportable segment, together with consolidated financial information, including net income or loss, liquidity, leverage, and capital availability. The CODM uses this information to assess performance and make decisions regarding the allocation of capital and other resources. There are no significant segment operating expenses that require disclosure other than the expense categories on the Company’s Consolidated Statements of Operations.See Note 10 – Segment Information for additional details.

Revenue Recognition

The Company generates revenue primarily from rental income from its outpatient medical and other properties and resident fee income from its SHOP communities. Rental income from outpatient medical and other properties is recognized in accordance with ASC 842, while resident fee income from SHOP communities is recognized as housing, care and other resident services are provided.

Outpatient Medical and Other Rental Revenue

The Company’s outpatient medical and other rental revenue operations primarily consist of rental revenue earned from tenants under leasing arrangements that provide for minimum rent and, in certain cases, rent escalations. These 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 is recognized on a straight-line basis over the

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initial lease term when substantially all lease income, including the related straight-line rent receivable, is probable of collection. Recognizing rental income on a straight-line basis generally results in recognized revenues during the first half of a lease term exceeding the cash amounts contractually due from tenants, creating a straight-line rent receivable that is included in deferred assets on the Company’s Condensed Consolidated Balance Sheets. At June 30, 2026 and 2025, this cumulative excess totaled $19.9 million and $27.6 million, respectively.

The Company exercises considerable judgment in the rental property revenue recognition process, including the treatment of the contractual rental stream and the determination of collectability. The Company monitors the liquidity and creditworthiness of its tenants and operators and considers available operational performance measures, including sales and the aging of billed amounts, as well as other publicly available information regarding tenant financial condition, liquidity and capital resources, including declines in such conditions. If the Company determines that lease-related receivables are not probable of collection, rental revenue is recorded on a cash basis, which generally limits rental revenue to amounts received from the tenant. The corresponding tenant receivable and straight-line rent receivable are charged as a direct write-off against rental revenue in the period of the change in the collectability determination.

The Company is also entitled to receive reimbursements from tenants for various property operating costs paid by the Company on their behalf. The Company has elected the practical expedient for lessors to account for the lease and non-lease components as a single component pursuant to ASC 842 when the lease component is predominant, the timing and pattern of transfer are the same and the lease component, if accounted for separately, would be classified as an operating lease. Accordingly, reimbursements from tenants are recognized as variable lease payments when earned and the corresponding property-level operating costs are expensed as incurred.

SHOP

SHOP resident agreements are accounted for as operating leases under ASC 842 and generally include both housing and service components. The Company has elected the practical expedient to account for the lease and non-lease components as a single lease component when the criteria under ASC 842 are met. Accordingly, revenue from resident fees, including room, care, ancillary and other service charges, is recognized monthly as housing, care and other services are provided, generally beginning when the resident occupies a home or begins receiving services. Resident agreements are generally short-term in nature and may allow for termination with 30 days’ notice. Move-in fees and certain rent incentives are recognized on a straight-line basis over the average resident stay.

For communities operated through a RIDEA structure, the applicable TRS contracts with the third-party manager and recognizes resident fee income and related operating expenses. The REIT generally leases the underlying real estate to the TRS pursuant to an intercompany lease arrangement; however, the related intercompany lease revenue and expense are eliminated in consolidation. Accordingly, consolidated revenues within the SHOP reportable segment reflect resident fee income and related service revenues generated by the communities, rather than rent from third-party operators.

Rental revenue from tenants and resident fee income from residents are recognized only to the extent collection is probable. This assessment is based on several qualitative and quantitative factors, including, as applicable, payment history, ability to satisfy contractual obligations, the value of any underlying collateral or deposit and current economic conditions. If collection is subsequently assessed as not probable, revenue recognized is limited to amounts collected, and any revenue previously recognized in excess of amounts received is reversed. If collection is later reassessed as probable, revenue is adjusted to reflect the amount that would have been recognized had collection always been assessed as probable.

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 ASU 2024-03 will have on its disclosures.

In December 2025, the FASB issued ASU No. 2025-11, Interim Reporting (Topic 270): Narrow-Scope Improvements (“ASU 2025-11”), to improve the guidance in ASC Topic 270, Interim Reporting, including by clarifying when Topic 270 is applicable, improving the navigability of interim disclosure requirements, and establishing a principle that requires entities to disclose events since

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the end of the last annual reporting period that have a material impact on the entity. For public business entities, ASU 2025-11 is effective for interim reporting periods within annual reporting periods beginning after December 15, 2027 (and for entities other than public business entities, beginning after December 15, 2028). Early adoption is permitted, and the amendments may be applied retrospectively or prospectively. The Company is evaluating the impact ASU 2025-11 will have on its disclosures.

Note 3 – Property Portfolio

Summary of Properties Acquired and Sold During the Six Months Ended June 30, 2026

During the six months ended June 30, 2026, the Company completedtwo acquisitions of seniors housing communities andone portfolio disposition comprised ofseven IRFs which were sold into the IRF Joint Venture.

On June 1, 2026, the Company completed the acquisition of The Landing Alexandria (the “Landing”), a 163-home, luxury seniors housing community located in Alexandria, Virginia, from affiliates of Silverstone Senior Living (“SSL”) for a purchase price of approximately $130 million. The Landing offers independent living, assisted living and memory care. 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.

On June 1, 2026, the Company completed the acquisition of The Riviera at Alexandria (the “Riviera”), a 129-home, luxury seniors housing community located in Alexandria, Virginia, from affiliates of SSL for a purchase price of approximately $119 million. The Riviera offers independent living. 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, $0.9 million of transaction costs for this acquisition were capitalized.

The Company operates the Landing and the Riviera as SHOP communities and one of its TRSs has engaged an affiliate of Greystone Communities to manage the day-to-day operations of the communities. Under this structure, the Company owns the real estate and participates directly in the operating results of the communities, including revenues and operating expenses, rather than receiving fixed lease payments from a third-party tenant.

On June 29, 2026, the Company sold seven IRFs to the IRF Joint Venture in connection with the formation of the joint venture for an aggregate purchase price of $217 million, received net proceeds of $211.4 million before funding its $16.3 million retained equity investment in the joint venture, and recognized a gain on the sale of investment properties of $71.9 million.

A rollforward of the gross investment in land, building, improvements, and acquired lease intangible assets as of June 30, 2026 is as follows:

​​​​​​​​​​​​​​​​​​​​​​
​ · ​ · ​ · ​ · ​ · ​ · ​ · ​ · Furniture, · ​ · ​ · ​ · ​ · ​ · ​ · ​ · ​ · ​ · ​ · ​ · ​
​ · ​ · ​ · ​ · ​ · ​ · ​ · ​ · Fixtures, · ​ · Site · ​ · Tenant · ​ · Acquired Lease · ​ · Gross Investment in
​ · ​ ​ · Land · ​ ​ · Building · ​ ​ · and Equipment · ​ ​ · Improvements · ​ ​ · Improvements · ​ ​ · Intangible Assets · ​ ​ · Real Estate
Balances as of December 31, 2025​$169,917​$1,072,124​$—​$25,741​$80,397​$144,573​$1,492,752
Facility Acquired – Date Acquired:​​​​​​​​​​​​​​​​​​​​​
Landing Alexandria – 6/1/26​​15,946​​100,786​​2,770​​310​​—​​11,231​​131,043
Riviera Alexandria – 6/1/26​​11,171​​104,924​​3,166​​338​​—​​287​​119,886
Capitalized costs (1)​—​​3,412​​—​​256​​1,877​​—​5,545
Total Additions:​​27,117​​209,122​​5,936​​904​​1,877​​11,518​​256,474
Facility Sold – Date Sold:​​​​​​​​​​​​​​​​​​​​​
Mesa – 6/29/26 (2)​​(3,018)​​(15,790)​​—​​(602)​​(475)​​(2,465)​​(22,350)
Surprise – 6/29/26 (2)​​(1,738)​​(18,737)​​—​​(263)​​(4,119)​​(3,861)​​(28,718)
Las Vegas – 6/29/26 (2)​​(2,479)​​(15,277)​​—​​(244)​​(2,205)​​(2,297)​​(22,502)
Oklahoma City – 6/29/26 (2)​​(2,486)​​(26,315)​​—​​(143)​​(3,044)​​(3,155)​​(35,143)
Altoona – 6/29/26 (2)​​(783)​​(18,362)​​—​​(400)​​(143)​​(1,856)​​(21,544)
Mechanicsburg – 6/29/26 (2)​​(484)​​(21,290)​​—​​(326)​​(161)​​(1,996)​​(24,257)
Sherman – 6/29/26 (2)​​(1,601)​​(25,011)​​—​​—​​(2,447)​​—​​(29,059)
Total Dispositions:​​(12,589)​​(140,782)​​—​​(1,978)​​(12,594)​​(15,630)​​(183,573)
Impairment of investment properties​​​​​​​​​​​​​​​​​​​​—
Balances as of June 30, 2026​$184,445​$1,140,464​$5,936​$24,667​$69,680​$140,461​$1,565,653
(1)Represents capital projects that were completed and placed in service during the six months ended June 30, 2026 related to the Company’s existing facilities.
(2)These facilities were sold to the IRF Joint Venture in connection with its formation.

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Depreciation expense was $11,443 and $22,530 for the three and six months ended June 30, 2026, respectively, and $11,307 and $21,614 for the three and six months ended June 30, 2025, respectively.

As of June 30, 2026, the Company had aggregate capital improvement commitments and obligations to improve, expand, and maintain the Company’s existing facilities of approximately $24,500. Many of these amounts are subject to contingencies that make it difficult to predict when they will be utilized, if at all. In accordance with the terms of the Company’s leases, capital improvement obligations in the next twelve months are expected to total approximately $15,300.

On April 1, 2026, the Company originated a $3.0 million mezzanine loan secured by equity interests in an entity that owns an under-development medical facility located in Fort Myers, Florida, of which $2.9 million was drawn as of June 30, 2026. The medical facility is an on-campus outpatient surgical facility that is 100% pre-leased to an investment-grade tenant under a 15-year lease with no termination rights. The loan bears interest at a rate of 12.0% per annum, has an initial term of 24 months, and represents approximately 10% of the total project cost. In connection with the loan, the Company holds a right of first offer and right of first refusal with respect to a sale of the property, which are subject to the pre-leased tenant’s corresponding rights.

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:

​​​​​​​​​​​​​​​​​​​​​​
​ · ​ · ​ · ​ · ​ · ​ · ​ · ​ · Furniture, · ​ · ​ · ​ · ​ · ​ · ​ · ​ · ​ · ​ · ​ · ​ · ​
​ · ​ · ​ · ​ · ​ · ​ · ​ · ​ · Fixtures, · ​ · Site · ​ · Tenant · ​ · Acquired Lease · ​ · Gross Investment in
​ · ​ ​ ​ · Land · ​ ​ ​ · Building · ​ ​ ​ · and Equipment · ​ ​ ​ · 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.

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Lease Intangible Assets and Liabilities

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

​​​​​​​​​​
​ · ​ · As of June 30, 2026
​ · ​ · ​ · ​ · ​ · Accumulated · ​ · ​ · ​
​ · ​ ​ ​ · Cost · ​ ​ ​ · Amortization · ​ ​ ​ · Net
Assets​​​​​​​​​
In-place leases​$83,441​$(53,380)​$30,061
Above market leases​22,644​(15,721)​6,923
Leasing costs​34,376​(24,153)​10,223
​​$140,461​$(93,254)​$47,207
Liability​​​​​​​​​
Below market leases​$16,413​$(12,597)​$3,816
​ · ​ · ​ · ​ · ​ · ​ · ​ · ​ · ​ · ​
​ · ​ · 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

The following is a summary of the acquired lease intangible amortization:

​ · ​ · ​ · ​ · ​ · ​ · ​ · ​ · ​ · ​ · ​ · ​ · ​
​ · ​ · Three Months Ended · ​ · Six Months Ended
​ · ​ · June 30, · ​ · June 30,
​​ ​ ​2026​ ​ ​2025​ ​ ​2026​ ​ ​2025
Amortization expense related to in-place leases​$2,432​$2,594​$4,754​$4,809
Amortization expense related to leasing costs​$1,077​$1,165​$2,167​$2,237
Decrease in rental revenue related to above market leases​$709​$735​$1,424​$1,490
Increase in rental revenue related to below market leases​$(559)​$(795)​$(1,128)​$(1,098)

As of June 30, 2026, 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 (six months remaining)​$(119)​$6,388
2027​(357)​10,574
2028​(699)​8,119
2029​(751)​5,618
2030​​(569)​​3,203
Thereafter​(612)​6,382
Total​$(3,107)​$40,284

As of June 30, 2026, the weighted average amortization periods for asset lease intangibles and liability lease intangibles were 2.8 years and 1.8 years, respectively.

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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,” and together with Term Loan A-1 and Term Loan A-2, 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 withtwo, 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 June 30, 2026, 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 related to the interest rate swaps, see the “Derivative Instruments - Interest Rate Swaps” section herein.

During the six months ended June 30, 2026, the Company borrowed $241,100 under the Credit Facility and repaid $263,275, for a net amount repaid of $22,175. During the six months ended June 30, 2025, the Company borrowed $94,500 under the Credit Facility and repaid $28,500, for a net amount borrowed of $66,000. Interest expense incurred on the Credit Facility was $8,013, and $14,355 for the three and six months ended June 30, 2026, respectively, and $7,236, and $13,698 for the three and six months ended June 30, 2025, respectively.

As of June 30, 2026 and December 31, 2025, the Company had the following outstanding borrowings under the Credit Facility:

​​​​​​​
​ · ​ ​ ​ · June 30, 2026 · ​ ​ ​ · December 31, 2025
Revolver​$141,000​$163,175
Term Loan A Tranches​​350,000​​350,000
Term Loan B​150,000​150,000
Credit Facility, gross​​641,000​​663,175
Less: Unamortized debt issuance costs​(8,979)​(10,476)
Credit Facility, net​$632,021​$652,699

Costs incurred related to the Credit Facility, net of accumulated amortization, are netted against the Company’s “Credit Facility, net of unamortized debt issuance costs” balance in the accompanying Condensed Consolidated Balance Sheets. Amortization expense incurred related to debt issuance costs was $707 and $1,514 for the three and six months ended June 30, 2026, respectively, and $550 and $1,100 for the three and six months ended June 30, 2025, respectively, and is included in the “Interest Expense” line item in the accompanying Condensed Consolidated Statements of Operations.

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Notes Payable, Net of Debt Issuance Costs

The Company, through certain of its wholly owned subsidiaries, may enter into or assume loans in connection with acquisitions. As of June 30, 2026 and December 31, 2025, the Company had the following outstanding borrowing in connection with the Toledo facility:

​ · ​ · ​ · ​ · ​ · ​ · ​
​​ ​ ​June 30, 2026​ ​ ​December 31, 2025
Toledo loan (1)​$1,096​$1,153
Unamortized debt issuance costs​—​—
Notes payable, net​$1,096​$1,153
(1)The Toledo loan has an annual interest rate of 5.0% and matures on July 30, 2033.

Amortization expense incurred related to debt issuance costs for notes payable was $0 for the three and six months ended June 30, 2026, and $9 and $18 for the three and six months ended June 30, 2025, respectively, and is included in the “Interest Expense” line item in the accompanying Condensed Consolidated Statements of Operations.

The Company made principal payments of $57 and $264 during the six months ended June 30, 2026 and 2025, respectively. Interest expense incurred on notes payable was $18 and $36 for the three and six months ended June 30, 2026, respectively, and $145 and $291 for the three and six months ended June 30, 2025, respectively.

As of June 30, 2026, scheduled principal payments due for each year ended December 31 were as follows:

​​​​
2026 (six months remaining)​$59
2027​​124
2028​​131
2029​​139
2030​​146
Thereafter​​497
Total​$1,096

Senior Note Facility

On March 2, 2026, the Company entered into a Master Note and Guaranty Agreement (the “Senior Note Agreement”) with NYL Investors LLC and certain of its affiliates(collectively, the “Purchasers”). The Senior Note Agreement establishes an uncommitted senior unsecured note facility pursuant to which the Company may issue senior unsecured promissory notes (“Notes”) from time to time in one or more series to the Purchasers in an aggregate principal amount of up to$150 million. The Senior Note Agreement does not obligate the Purchasers to purchase any Notes, and each issuance is subject to the Purchasers’ discretion and satisfaction of customary conditions. Notes may be issued under the Senior Note Agreement during a period ending on the earliest of (i) the third anniversary of the effective date of the Senior Note Agreement, (ii) termination of the facility by either party upon written notice, (iii) termination following certain events of default, or (iv) acceleration of the Notes and termination of the facility. Notes issued under the Senior Note Agreement may have maturities of up toten years and will bear interest at rates determined at the time of issuance based on spreads over U.S. Treasury securities. As of June 30, 2026, no Notes had been issued or were outstanding under the Senior Note Agreement.

Derivative Instruments - Interest Rate Swaps

As of June 30, 2026, the Company had 11 interest rate swaps outstanding that are used to manage its interest rate risk by fixing the SOFR component of its term loans through their maturities, consisting of four interest rate swaps related to Term Loan B and seven interest rate swaps related to the Term Loan A Tranches. Thefour interest rate swaps related to Term Loan B have a combined notional value of$150 million and fix the SOFR component on Term Loan B through January 2028 at 2.54%. Theseven interest rate swaps related to the Term Loan A Tranches have a combined notional value of$350 million and fix the SOFR components on the Term Loan A Tranches at rates between 3.24% to 3.32% and have maturities in October 2029, October 2030, and April 2031.

The Company records the swaps either as an asset or a liability measured at its fair value at each reporting period. When hedge accounting is applied, the change in the fair value of derivatives designated and that qualify as cash flow hedges is (i) recorded in accumulated other comprehensive income in the equity section of the Company’s Condensed Consolidated Balance Sheets and

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(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 June 30, 2026 and December 31, 2025, 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 $10,898 and $6,102 as of June 30, 2026 and December 31, 2025, respectively. The balances are included in the “Derivative Assets” line item on the Company’s Condensed Consolidated Balance Sheets as of June 30, 2026 and December 31, 2025, respectively.

The table below details the components of the amounts presented on the accompanying Condensed Consolidated Statements of Comprehensive Income (Loss) recognized on the Company’s interest rate swaps designated as cash flow hedges for the three and six months ended June 30, 2026 and 2025:

​ · ​ · ​ · ​ · ​ · ​ · ​ · ​ · ​ · ​ · ​ · ​ · ​
​ · ​ · Three Months Ended June 30, · ​ · Six Months Ended June 30,
​​ ​ ​2026​ ​ ​2025​ ​ ​2026​ ​ ​2025
Amount of (gain) loss recognized in other comprehensive income (loss)​$(4,943)​$18​$(8,519)​$1,653
Amount of gain reclassified from accumulated other comprehensive income into interest expense​1,263​3,299​3,723​6,564
Total change in accumulated other comprehensive (loss) income​$(3,680)​$3,317​$(4,796)​$8,217

During the next twelve months, the Company estimates that an additional $4,286 will be reclassified as a decrease to interest expense. Additionally, during the three and six months ended June 30, 2026, the Company recorded total interest expense in its Condensed Consolidated Statements of Operations of $8,806 and $16,039, respectively.

Weighted-Average Interest Rate and Term

The weighted average interest rate and term of the Company’s debt was 4.56% and 3.6 years, respectively, at June 30, 2026, compared to 3.74% and 4.1 years as of December 31, 2025.

Note 5 – Equity

In September 2025, the Company completed aone-for-five reverse stock split of itsoutstanding shares of common stock, with a corresponding adjustment to the outstanding partnership units of the Operating Partnership (the “Reverse Stock Split”). Unless otherwise noted, all common share and unit amounts shown herein are shown on a split-adjusted basis.

Preferred Stock

The Company’s charter authorizes the issuance of 10,000,000 shares of preferred stock, par value $0.001 per share. As of June 30, 2026 and December 31, 2025, there were 3,105,000 shares of Series A Cumulative Redeemable Preferred Stock (“Series A Preferred Stock”) issued and outstanding,2,050,000 shares of Series B Cumulative Redeemable Preferred Stock (“Series B Preferred Stock”) issued and outstanding, and 1,000,000 shares and 0 shares, respectively, of Series C Convertible Cumulative Redeemable Preferred Stock (“Series C Convertible 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, and the Series C Convertible Preferred Stock has a liquidation preference of $100 per share.

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Series A Preferred Stock

Series A Preferred Stock dividend activity for the six months ended June 30, 2026 is summarized in the following table:

​ · ​ · ​ · ​ · ​ · ​ · ​ · ​ · ​ · ​ · ​
​​ ​ ​​​ ​ ​​​ ​ ​Quarterly​ ​ ​Dividends
Date Announced​Record Date​Payment Date​Dividend​per Share
​ · ​ · ​ · ​ · ​ · ​ · ​ · ​ · ​ · ​ · ​
December 4, 2025​January 15, 2026​February 2, 2026​$1,455​$0.46875
February 25, 2026​April 15, 2026​April 30, 2026​$1,455​$0.46875
May 20, 2026​July 15, 2026​July 31, 2026​$1,455(1)$0.46875
(1)Two months of this amount, equal to $970, was accrued at June 30, 2026.

The holders of the Series A Preferred Stock are entitled to receive dividend payments only when, as and if declared by the Board of Directors (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 six-month periods ended June 30, 2026 and 2025, the Company paid preferred dividends on its Series A Preferred Stock of $2,911.

Series B Preferred Stock

Series B Preferred Stock dividend activity for the six months ended June 30, 2026 is summarized in the following table:

​ · ​ · ​ · ​ · ​ · ​ · ​ · ​ · ​ · ​ · ​
​​ ​ ​​​ ​ ​​​ ​ ​Quarterly​ ​ ​Dividends
Date Announced​Record Date​Payment Date​Dividend​per Share
​ · ​ · ​ · ​ · ​ · ​ · ​ · ​ · ​ · ​ · ​
December 4, 2025​January 15, 2026​February 2, 2026​$795​$0.388
February 25, 2026​April 15, 2026​April 30, 2026​$1,025​$0.500
May 20, 2026​July 15, 2026​July 31, 2026​$1,025(1)$0.500
(1)Two months of this amount, equal to $680, was accrued at June 30, 2026.

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. During the six-month period ended June 30, 2026 the Company paid preferred dividends on its Series B Preferred Stock of $1,820. There wereno Series B Preferred Stock shares issued and outstanding during the six-month period ended June 30, 2025.

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Series C Convertible Preferred Stock

On May 29, 2026 and June 2, 2026, the Company issued an aggregate of 1,000,000 shares of its Series C Convertible Preferred Stock, for aggregate gross proceeds of $100.0 million. The Series C Convertible Preferred Stock provides for cumulative dividends at a rate of 6.00% per annum, which increases to 8.00% on June 2, 2030 (the date that is four years after the date of last issuance) to the extent the Series C Convertible Preferred Stock is not redeemed or converted and increases by an additional 2.00% on each subsequent anniversary thereafter, up to a maximum of 12.00%, to the extent the Series C Convertible Preferred Stock is not redeemed or converted as of such anniversary dates. The Series C Convertible Preferred Stock is convertible into shares of the Company’s common stock at an initial conversion rate of 2.32558 shares of common stock per share of Series C Convertible Preferred Stock, which is based on an implied conversion price of $43.00 per share of common stock, subject to certain anti-dilution adjustments. The Company may redeem the Series C Convertible Preferred Stock, in whole or in part, at its option on or after June 2, 2030 (the date that is four years after the date of last issuance), at a cash redemption price equal to the liquidation preference of $100 per share, plus accumulated and unpaid regular dividends, including any defaulted regular dividends. The Series C Convertible Preferred Stock generally has no voting rights, except for limited voting rights with respect to certain matters affecting its rights and preferences. In addition, upon issuance of the Series C Convertible Preferred Stock, the Company’s ability to make distributions with respect to, or redeem, purchase or acquire, or make liquidation payments on, any other shares of capital stock ranking junior to or on a parity with the Series C Convertible Preferred Stock became subject to certain restrictions in the event that the Company does not declare distributions on the Series C Convertible Preferred Stock during any distribution period.

The Company assessed the characteristics of the Series C Convertible Preferred Stock in accordance with the provisions of ASC Topic 480 – “Distinguishing Liabilities from Equity,” and concluded that the Series C Convertible Preferred Stock is classified as permanent equity.

Series C Convertible Preferred Stock dividend activity for the six months ended June 30, 2026 is summarized in the following table:

​ · ​ · ​ · ​ · ​ · ​ · ​ · ​ · ​ · ​ · ​
​​ ​ ​​​ ​ ​​​ ​ ​Quarterly​ ​ ​Dividends
Date Announced​Record Date​Payment Date​Dividend (1)​per Share
​ · ​ · ​ · ​ · ​ · ​ · ​ · ​ · ​ · ​ · ​
N/A (2)​June 15, 2026​June 30, 2026​$502​$0.50
(1)Represents initial dividend from May 29, 2026 (with respect to 700,000 shares) and June 2, 2026 (with respect to 300,000 shares) through June 29, 2026.
(2)Because the Series C Convertible Preferred Stock is not publicly traded, no public announcement was made regarding this dividend.

Dividends on the Series C Convertible 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 C Convertible Preferred Stock may not be redeemed by the Company prior to the applicable redemption trigger date and may thereafter be partially or fully redeemed by the Company for cash, subject to the terms of the Articles Supplementary related to the Series C Convertible Preferred Stock. The quarterly dividend payment dates on the Series C Convertible Preferred Stock are March 31, June 30, September 30 and December 31 of each year. During the six-month period ended June 30, 2026, the Company paid preferred dividends on its Series C Convertible Preferred Stock of $502. There wereno Series C Convertible Preferred Stock shares issued and outstanding during the six-month period ended June 30, 2025.

Common Stock

The Company had 100,000,000 authorized shares of common stock, $0.001 par value and as of June 30, 2026 and December 31, 2025, there were 13,234,830 outstanding shares of common stock.

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Common stock dividend activity for the six months ended June 30, 2026 is summarized in the following table:

​ · ​ · ​ · ​ · ​ · ​ · ​ · ​ · ​ · ​ · ​
​​ ​ ​​​ ​ ​​​ ​ ​Dividend​ ​ ​Dividends
Date Announced​Record Date​Payment Date​Amount(1)(2)​per Share(3)
​ · ​ · ​ · ​ · ​ · ​ · ​ · ​ · ​ · ​ · ​
December 4, 2025December 19, 2025January 9, 2026​$10,839​$0.75
February 25, 2026​March 20, 2026​April 17, 2026​$3,619​$0.25
February 25, 2026​April 20, 2026​May 15, 2026​$3,620​$0.25
February 25, 2026​May 20, 2026​June 12, 2026​$3,623​$0.25
May 5, 2026​June 22, 2026​July 17, 2026​$2,319​$0.16
May 5, 2026​July 20, 2026​August 14, 2026​$2,319​$0.16
May 5, 2026​August 20, 2026​September 18, 2026​$2,319​$0.16
(1)Includes distributions on outstanding LTIP Units and OP Units.
(2)Dividend amounts for the July and August dividend record dates are estimated based on the outstanding shares of common stock and units as of June 30, 2026.
(3)On February 24, 2026, the Company’s Board of Directors approved a transition from a quarterly dividend to a monthly dividend. The dividend rate of $0.75 per share per quarter remained unchanged through the dividends paid on June 12, 2026. On May 5, 2026, the Company’s Board of Directors approved a monthly dividend of $0.16 for the dividends payable on July 17, 2026, August 14, 2026 and September 18, 2026.

During the six months ended June 30, 2026 and 2025, the Company paid total dividends on its common stock, LTIP Units and OP Units in the aggregate amount of $21,801 and $30,503, respectively.

As of June 30, 2026 and December 31, 2025, the Company had accrued dividend balances of $300 and $216 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 six months ended June 30, 2026, $184 dividends were accrued and $100 of dividends were paid related to these units. During the six months ended June 30, 2025, $156 of accrued dividends were reversed and $105 of dividends were paid related to these units.

The amount of the dividends paid to the Company’s stockholders is determined by the Board and is dependent on a number of factors, including funds available for payment of dividends, the Company’s financial condition and capital expenditure requirements, except that, in accordance with the Company’s organizational documents and Maryland law, the Company may not make dividend distributions that would: (i) cause it to be unable to pay its debts as they become due in the usual course of business; (ii) cause its total assets to be less than the sum of its total liabilities plus senior liquidation preferences; or (iii) jeopardize its ability to maintain its qualification as a REIT.

Capital Raising Activity

In January 2024, the Company and the Operating Partnership implemented a $300 million “at-the-market” equity offering program, pursuant to which the Company may offer and sell (including through forward sales), from time to time, shares of its common stock (the “2024 ATM Program”). No shares were sold under the 2024 ATM Program during the six months ended June 30, 2026. As of June 30, 2026, the Company has $288.0 million remaining available under the 2024 ATM Program.

In February 2026, the Company and the Operating Partnership implemented a $75 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 Series B Preferred Stock (the “2026 Series B Preferred ATM Program”). No shares were sold under the 2026 Series B Preferred ATM Program during the six months ended June 30, 2026.

On May 29, 2026 and June 2, 2026, the Company issued an aggregate of 1,000,000 shares of its Series C Convertible Preferred Stock in a private placement for aggregate gross proceeds of $100 million.

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

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time to time in the open market, including through block purchases, through privately negotiated transactions or pursuant to any Rule 10b5-1 trading plan, in accordance with applicable securities laws. The specific timing, price and size of purchases will depend on prevailing stock prices, general economic and market conditions and other considerations. The Stock Repurchase Program does not obligate the Company to repurchase any dollar amount or number of shares of its common stock and may be suspended or discontinued at any time. No shares were repurchased during the six months ended June 30, 2026 and $44 million may yet be purchased under the Stock Repurchase Program. During the year ended December 31, 2025,175,634 shares or approximately$6 million of the Company’s common stock were repurchased under the Stock Repurchase Program.

OP Units

During the six months ended June 30, 2026, the Operating Partnership did not issue or redeem any OP Units. During the year ended December 31, 2025, the Operating Partnership did not issue any OP Units and redeemed 5,000 OP Units (adjusted to reflect the impact of the Reverse Stock Split).

The OP Unit value at issuance and redemption is based on the Company’s closing share price on the date of the respective transaction and is included as a component of noncontrolling interest equity in the Company’s Condensed Consolidated Balance Sheets as of June 30, 2026 and December 31, 2025. The Company has sufficient shares of common stock authorized pursuant to its charter to cover the redemption of outstanding OP Units.

Note 6 – Related Party Transactions

Related Party Balances

The amounts due from related parties as of June 30, 2026 and December 31, 2025 were $728 and $162, respectively. These balances primarily consist of receivables from the formation of our IRF Joint Venture, 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 Heitman OM Joint Venture for management fees earned by the Company.

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 June 30, 2026, there were 455,627 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 six months ended June 30, 2026, the Company granted the following LTIP Units:

​​​​​​
​​​​Number of​
Date​Description​Units Issued​
February 24, 2026​Final awards under the 2025 Annual Incentive Plan​33,187​
February 24, 2026​Time-based awards under the 2026 Long-Term Incentive Plan​63,626(1)
April 1, 2026​Discretionary grant​2,237​
May 20, 2026​Annual awards to independent directors​12,191​
(1)Time-based awards under the 2026 Long-Term Incentive Plan vest upon the third anniversary of the respective grant dates. Vesting may be accelerated under certain circumstances such as a “change-in-control” transaction or a “qualified termination” event.

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A detail of the Company’s outstanding time-based LTIP Units as of June 30, 2026 is as follows:

​​​
Vested units​ ​ ​605,336
Unvested units207,494
LTIP Units outstanding as of June 30, 2026812,830

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.

A detail of the Performance Awards under the 2024, 2025 and 2026 programs as of June 30, 2026 is as follows:

​​​
2024 Long-Term Awards38,531
2025 Long-Term Awards​32,944
2026 Annual Awards (1)​43,530
2026 Long-Term Awards (2)​60,134
Total target Performance Awards as of June 30, 2026175,139
(1)Approved by the Board on February 24, 2026. 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 24, 2026. The number of target LTIP Units was based on the fair value of the Long-Term Awards as determined by an independent valuation consultant. See additional detail below.

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, 2026, as set forth in the 2026 LTIP Annual Award Agreements (the “Performance Goals”) that will be used to determine the number of LTIP Units earned by each grantee. Cumulative stock-based compensation expense during the three and six months ended June 30, 2026 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 2026 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 2027) 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

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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:

​ · ​ · ​ · ​ · ​ · ​ · ​ · ​ · ​ · ​ · ​
​ · ​ · 2026 Long-Term · ​ · 2025 Long-Term · ​ · 2024 Long-Term · ​
​ · ​ ​ ​ · Awards · ​ ​ ​ · Awards · ​ ​ ​ · Awards · ​ ​ ​
​ · ​ · ​ · ​ · ​ · ​ · ​ · ​ · ​ · ​ · ​
Fair value​$36.96​$46.60​$46.85
Target awards​60,134​32,944​38,531
Volatility​32.31%28.67%28.12%
Risk-free rate​3.44%4.00%4.38%
Dividend assumption​reinvested​reinvested​reinvested
Expected term in years​3​3​3

The Company incurred stock compensation expense of $1,378 and $2,607 for the three and six months ended June 30, 2026, respectively, and $1,728 and $1,879 for the three and six months ended June 30, 2025, respectively, related to the grants awarded under the Plan. Compensation expense is included within “General and Administrative” expense in the Company’s Condensed Consolidated Statements of Operations.

As of June 30, 2026, total unamortized compensation expense related to these awards of approximately $8.9 million is expected to be recognized over a weighted average remaining period of 1.9 years.

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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 are typically operating leases and generally have initial terms of approximately 5 to 15 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 andelected the practical expedient related to combining the components because the lease component is classified as an operating lease and the timing and pattern of transfer of CAM income, which is not the predominant component, is the same as the lease component, for all asset classes. As such, consideration for CAM is accounted for as part of the overall consideration in the lease. Payments from customers for property taxes and insurance are considered non-components of the lease and therefore no consideration is allocated to them because they do not transfer a good or service to the customer. Fixed contractual payments from the Company’s leases are recognized on a straight-line basis over the terms of the respective leases. This means that, with respect to a particular lease, actual amounts billed in accordance with the lease during any given period may be higher or lower than the amount of rental revenue recognized for the period. Straight-line rental revenue is commenced when the tenant assumes control of the leased premises. Accrued straight-line rents receivable represents the amount by which straight-line rental revenue exceeds rents currently billed in accordance with lease agreements.

Some of the Company’s leases are subject to annual changes in the Consumer Price Index (“CPI”). Although increases in CPI are not estimated as part of the Company’s measurement of straight-line rental revenue, for leases with base rent increases based on CPI, the amount of rent revenue recognized is adjusted in the period the changes in CPI are measured and effective. Additionally, some of the Company’s leases have extension options.

Initial direct costs, primarily commissions related to the leasing of our facilities are capitalized when material as incurred. Capitalized leasing costs are amortized on a straight-line basis over the remaining useful life of the respective leases. All other costs to negotiate or arrange a lease are expensed as incurred.

Lease-related receivables, which include accounts receivable and accrued straight-line rents receivable, are reduced for credit losses, if applicable. The Company regularly evaluates the collectability of its lease-related receivables. The Company’s evaluation of collectability primarily consists of reviewing past due account balances and considering such factors as the credit quality of our tenant, historical trends of the tenant and changes in tenant payment terms. If the Company’s assumptions regarding the collectability of lease-related receivables prove incorrect, the Company could experience credit losses in excess of what was recognized in rental and other revenues.

The Company recognized $37,060 and $75,081 of rental revenue related to operating lease payments for the three and six months ended June 30, 2026, respectively, and $37,880 and $72,475 of rental revenue related to operating lease payments for the three and six months ended June 30, 2025, respectively. Of these amounts, $1,596 and $3,188 relate to variable rental revenue for the three and six months ended June 30, 2026, respectively, and $2,028 and $3,821 relate to variable rental revenue for the three and six months ended June 30, 2025, respectively.

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The aggregate annual cash to be received by the Company on the noncancelable operating leases related to its portfolio as of June 30, 2026 is as follows for the subsequent years ended December 31:

​​​​
2026 (six months remaining)​ ​ ​$52,623
2027​97,583
2028​87,893
2029​73,305
2030​​51,814
Thereafter​161,231
Total​$524,449

Information as Lessee

As of June 30, 2026, the Company has 12 buildings located on land that is subject to ground leases with a weighted average remaining term of approximately 43 years. Rental payments on these leases are adjusted periodically based on either the CPI or on a pre-determined schedule. The monthly payments on a pre-determined schedule are recognized on a straight-line basis over the terms of the respective leases. Changes in the CPI are not estimated as part of our measurement of straight-line rental expense. Some of the Company’s ground leases contain extension options and, where we determined it was reasonably certain that an extension would occur, they were included in our calculation of the right of use asset and liability. The Company recognized approximately $100 and $200 of ground lease expense during the three and six months ended June 30, 2026, respectively, of which $72 and $158 was paid in cash. The Company recognized approximately $95 and $156 of ground lease expense during the three and six months ended June 30, 2025, respectively, of which $89 and $135 was paid in cash. The Company incurred interest expense of $68 and $134 from ground leases that were classified as financing leases for the three and six months ended June 30, 2026, respectively, and $69 from ground leases that were classified as financing leases for the three and six months ended June 30, 2025.

The following table sets forth the undiscounted cash flows of our scheduled obligations for future lease payments on operating ground leases at June 30, 2026, and a reconciliation of those cash flows to the operating lease liability at June 30, 2026:

​​​​
2026 (six months remaining)​ ​ ​$599
2027​1,212
2028​1,220
2029​1,239
2030​​1,211
Thereafter​25,988
Total​​31,469
Discount​(18,076)
Lease liability​$13,393

Tenant Concentration

During the six months ended June 30, 2026, the Company’s rental revenues were derived from 182 healthcare facilities, primarily outpatient medical facilities, and 2 SHOP communities with no single tenant or resident exceeding 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

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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.

Note 10 – Segment Information

The Company operates its business throughtwo reportable segments: Healthcare Real Estate and SHOP. The Healthcare Real Estate segment consists of the Company's outpatient medical buildings and other healthcare properties, which are aggregated in accordance with ASC 280-10-50-11 based on similar economic characteristics, comparable long-term financial performance, and shared operating attributes including lease-based revenue streams (accounted for under ASC 842), similar tenant customer bases and regulatory environments, and consistent capital allocation approaches. The SHOP segment consists of seniors housing communities operated by third-party managers under RIDEA-compliant management agreements pursuant to which the Company (through one or more taxable REIT subsidiaries) recognizes the operating results of the communities as resident fees and services under ASC 606. The Company has one seniors housing operating property that is not structured under a RIDEA arrangement. This property is held through a taxable REIT subsidiary, or TRS, which manages the property, and the property is sub-managed by an eligible independent contractor.

The Company's CODM is its Chief Executive Officer. The CODM evaluates the operating performance of the Company's reportable segments and makes resource allocation decisions based primarily on Segment Net Operating Income ("Segment NOI"). Segment NOI is defined as total segment revenues less property-level operating expenses attributable to the segment. Segment NOI excludes general and administrative expenses, depreciation and amortization, interest expense, gains and losses on sales of real estate, transaction-related costs, impairments, and other corporate-level or non-property-level items.

The composition of the Company's reportable segments changed during the period ended June 30, 2026 to reflect the Company's strategic transition to seniors housing. The Company did not have a SHOP segment during the 2025 periods presented; accordingly, the 2025 SHOP amounts presented below reflect no activity.

Total assets by reportable business segment and segment-level significant expense categories are not disclosed as our CODM is not provided with such information to evaluate business performance and allocate resources.

Segment NOI by Reportable Segment and Reconciliation to Consolidated Net Income

Summary information by reportable segment for the three and six months ended June 30, 2026 is as follows (unaudited, in thousands):

​​​​​​​​​​
​ · ​ · Three Months Ended June 30, 2026
(in thousands) · ​ · Healthcare Real Estate · ​ · SHOP · ​ · Total
Revenues:​​​​​​​​​
Rental revenue​$37,060​$-​$37,060
Resident fees and services​​-​​1,841​​1,841
Other income​​846​​-​​846
Total revenues​$37,906​$1,841​$39,747
​​​​​​​​​-
Property level expenses​​(8,459)​​(1,575)​​(10,034)
NOI​$29,447​$266​$29,713
​​​​​​​​​​
General and administrative expenses​​​​​​​​(5,221)
Depreciation expense​​​​​​​​(11,443)
Amortization expense​​​​​​​​(3,833)
Interest expense, net​​​​​​​​(8,806)
Gain on sale of real estate, net​​​​​​​​71,881
Equity in earnings of unconsolidated joint ventures​​​​​​​​(10)
Consolidated income​​​​​​​$72,281

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​​​​​​​​​​
​ · ​ · Six Months Ended June 30, 2026
(in thousands) · ​ · Healthcare Real Estate · ​ · SHOP · ​ · Total
Revenues:​​​​​​​​​
Rental revenue​$75,081​$-​$75,081
Resident fees and services​​-​​1,841​​1,841
Other income​​889​​-​​889
Total revenues​$75,970​$1,841​$77,811
​​​​​​​​​-
Property level expenses​​(17,709)​​(1,575)​​(19,284)
NOI​$58,261​$266​$58,527
​​​​​​​​​​
General and administrative expenses​​​​​​​​(10,310)
Depreciation expense​​​​​​​​(22,530)
Amortization expense​​​​​​​​(7,573)
Interest expense, net​​​​​​​​(16,039)
Gain on sale of real estate, net​​​​​​​​71,881
Equity in earnings of unconsolidated joint ventures​​​​​​​​(21)
Consolidated income​​​​​​​$73,935

Summary information by reportable segment for the three and six months ended June 30, 2025 is as follows (unaudited, in thousands):

​​​​​​​​​​
​ · ​ · Three Months Ended June 30, 2025
(in thousands) · ​ · Healthcare Real Estate · ​ · SHOP · ​ · Total
Revenues:​​​​​​​​​
Rental revenue​$37,880​$-​$37,880
Resident fees and services​​-​​-​​-
Other income​​89​​-​​89
Total revenues​$37,969​$-​$37,969
​​​​​​​​​-
Property level expenses​​(8,216)​​-​​(8,216)
NOI​$29,753​$-​$29,753
​​​​​​​​​​
General and administrative expenses​​​​​​​​(6,025)
Depreciation expense​​​​​​​​(11,307)
Amortization expense​​​​​​​​(3,984)
Interest expense, net​​​​​​​​(8,009)
Gain on sale of real estate, net​​​​​​​​207
Equity in earnings of unconsolidated joint ventures​​​​​​​​(50)
Consolidated income​​​​​​​$585

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​​​​​​​​​​
​ · ​ · Six Months Ended June 30, 2025
(in thousands) · ​ · Healthcare Real Estate · ​ · SHOP · ​ · Total
Revenues:​​​​​​​​​
Rental revenue​$72,475​$-​$72,475
Resident fees and services​​-​​-​​-
Other income​​112​​-​​112
Total revenues​$72,587​$-​$72,587
​​​​​​​​​-
Property level expenses​​(15,800)​​-​​(15,800)
NOI​$56,787​$-​$56,787
​​​​​​​​​​
General and administrative expenses​​​​​​​​(9,645)
Depreciation expense​​​​​​​​(21,614)
Amortization expense​​​​​​​​(7,504)
Interest expense, net​​​​​​​​(15,176)
Gain on sale of real estate, net​​​​​​​​1,565
Equity in earnings of unconsolidated joint ventures​​​​​​​​(91)
Consolidated income​​​​​​​$4,322

Concentration of Revenue

For the three and six months ended June 30, 2026, properties managed by Greystone Communities represented 100% of SHOP segment revenues. No other single tenant, operator, or manager represented 10% or more of consolidated total revenues for the periods presented.

All of the Company's revenues for each of the periods presented were derived from properties located in the United States.

Note 11 – Income Taxes

The Company qualifies as a REIT under Sections 856 through 860 of the Internal Revenue Code of 1986, as amended. As such, the Company is generally not taxed on income that is distributed to its stockholders.

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.” 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. The Company owns one IL facility that is operated as a SHOP asset but is not structured under a RIDEA arrangement. The facility is managed by a TRS and the TRS has engaged an eligible independent contractor to sub-manage the facility. Income generated by the TRS is subject to federal and state income taxes, as applicable.

Resident fees and services revenue and related operating expenses for the Company’s RIDEA properties are reported on its Consolidated Statements of Income and are subject to federal, state and local income taxes. For the Company’s non-RIDEA SHOP asset, the applicable TRS earns a management fee in connection with its management of the facility and pays a sub-management fee to an eligible independent contractor that sub-manages the facility. Taxable income of the TRS is subject to federal and state income taxes, as applicable.

Our provision for income taxes for the three and six months ended June 30, 2026 was insignificant.

Note 12 – Subsequent Events

On July 10, 2026, the Company entered into a purchase agreement with SSL to acquire a parcel of land located in Reston, Virginia (the “Reston Land Parcel”) for a purchase price of approximately $15.0 million. The Company expects that a seniors housing community will be developed on the land. The acquisition remains subject to customary closing conditions and is expected to close in August 2026.

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On July 16, 2026, the Company appointed Aaron Roseth as its Chief Operating Officer and Robert Zeiller as its Chief Development Officer and Head of Seniors Housing. Prior to joining the Company, Mr. Zeiller served as Chief Executive Officer of SSL, affiliates of which (i) were the managing member of the seller of the Landing and Riviera communities and (ii) are the managing member of the seller of (a) the Pinnacle North Bethesda community and (b) the Reston Land Parcel, both of which the Company is currently under contract to acquire. Mr. Zeiller has a consulting agreement (through December 31, 2026) with, is a director of and retains a minority ownership interest in SSL. As a result of Mr. Zeiller’s appointment and continuing relationship with SSL, the Company considers SSL and the applicable property transactions to be related party relationships beginning on July 16, 2026. In connection with these appointments, Danica Holley, the Company's former Chief Operating Officer, has been appointed Chief Administrative Officer.

On July 28, 2026, the Company originated an approximately $2.2 million mezzanine loan secured by interests in an entity that owns an under-development medical facility in Daleville, Virginia. The medical facility is a two-story, approximately 40,000 square foot freestanding emergency department and medical office building that is 100% pre-leased to an investment-grade regional healthcare system under a 15-year lease. The loan bears interest at 12% per annum, has an initial term of 24-month and included a 2.0% origination fee, with completion and repayment supported by a corporate guaranty. In connection with the loan, the Company holds a right of first offer and right of first refusal with respect to a sale of the property, which are subject to the pre-leased tenant’s corresponding rights.

On August 3, 2026, the Company entered into an agreement to sell its surgical hospital in Beaumont, Texas for approximately $49 million to an affiliate of a Delaware statutory trust (“DST”). The Company expects to receive proceeds from the sale as beneficial interests in the DST are sold to investors.

On August 3, 2026, the Company appointed Matthew Whitlock as its Chief Investment Officer. Mr. Whitlock will lead the Company's investment activities, with responsibility for sourcing, structuring, and executing senior housing investments, cultivating strategic partnerships, and helping guide the continued growth of Chiron's senior housing platform. In connection with Mr. Whitlock's appointment, the Company's former Chief Investment Officer, Alfonzo Leon, has transitioned to the role of Strategic Advisor through December 31, 2026.

There can be no assurance that acquisitions or dispositions will be completed on the anticipated timeline or at all.

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The text of this filing, as the company filed it with the SEC, without its images or exhibits. This is not investment advice.