LTC PROPERTIES INC
For the period ended Sep 30, 2026. Filed Nov 3, 2026.
View on SEC.govAbout 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.
Sep 30, 2026 · Filed Nov 3, 2026
What changed in Management’s Discussion and Analysis?
Read the current filingPrevious report: 10-Q
Period ended 2026-06-30; filed 2026-08-05.
0001104659-26-091183
Item 2. Management’s Discussion and Analysis of Financial Condition and Results of OperationsCurrent report: 10-Q
Period ended 2026-09-30; filed 2026-11-03.
0001104659-26-122146
Item 2. Management’s Discussion and Analysis of Financial Condition and Results of OperationsThe baseline is this issuer’s latest earlier reporting period of the same form that was filed before the current report. A previous 10-Q is a different quarter, not a year-over-year comparison. Amendments are excluded.
Compared 113 previous paragraphs and 123 current paragraphs.
67 unchanged; 43 reworded; 7 added; 0 removed; 3 previous and 6 current paragraphs rearranged.
Tables are not compared: 105 previous and 120 current tables excluded. Dates, whitespace, punctuation and numbering changes are ignored; changes to financial figures remain significant.
A changed paragraph is not evidence that risk increased or decreased. An unchanged paragraph does not establish that risk stayed the same.
Added paragraphs (7)
Current report
Other Operator
Current report
In October 2026, we engaged a broker to market two seniors housing communities for sale which are currently part of a master lease covering seven seniors housing communities (the “Portfolio”). We intend to negotiate with the current operator to remove the two communities from the existing master lease. However, the lease has not been amended as of the date of this filing. Based on the current brokers’ opinion of value, the fair value of the two communities is below our carrying value. We performed a recoverability test on the Portfolio in accordance with Accounting Standards Codification (“ASC”) Topic 360,Property Plant, and Equipment (“ASC 360”). As of September 30, 2026, the lowest level of identifiable cash flows is the Portfolio, as the master lease provides for a single rent payment covering all seven properties without allocation by property, and the properties are cross-defaulted. As a result, the cash flows we receive from any one property are not largely independent of the cash flows from other
Current report
properties under the master lease. Therefore, in accordance with ASC 360-10-35-23, we assessed recoverability of the aggregate net carrying value of the Portfolio at September 30, 2026, and concluded that the Portfolio’s weighted average estimated undiscounted cash flows exceed its carrying value. If the master lease is subsequently amended to remove the two communities that are being marketed for sale, we will reassess these communities on a stand-alone basis for impairment and evaluate whether they meet the criteria for classification as held-for-sale at that time.
Current report
Additionally, as a result of the sale of 19 skilled nursing centers and 17 seniors housing communities within our Triple-Net Portfolio, we terminated master lease agreements with five operators during the nine months ended September 30, 2026. In connection with the sale of 17 seniors housing communities, we received a lease termination fee of $2.6 million during the nine months ended September 30, 2026. The following table summarizes property sales during the nine months ended September 30, 2026 (dollar amounts in thousands):
Current report
During the three months ended September 30, 2026, we performed recoverability analysis on the carrying value of the community listed in the table below and concluded that its carrying value will not be recoverable through future undiscounted cash flows. The following table summarizes information regarding impairment losses recorded during the nine months ended September 30, 2026 (dollar amounts in thousands):
Current report
On October 23, 2026, CMS and States launched a $275 million initiative to recruit and retain nurses in nursing homes. Nursing students and licensed nurses interested in working in a nursing home may now qualify for up to $40,000 in student loan repayment and/or a $10,000 stipend in exchange for a three-year commitment to serve in a qualifying nursing home in a rural or higher labor-shortage area. To receive payments, nurses accepted into Nurses for Nursing Homes must: (i) hold an active RN or LPN/LVN license at the time that the candidate begins their employment; (ii) work at least 30 hours per week at a qualifying nursing home; (iii) have eligible student loan debt; or for those without student loan debt, have graduated within the past two years to qualify for a stipend; (iv) not have worked in a nursing home for at least 60 days before opening an application account and starting an application. During the first 90 days of the initiative (Oct. 26, 2026, to Jan. 24, 2027), an exception applies to RNs and LPNs/LVNs who began working in an eligible nursing home between July 28, 2026, through Oct. 25, 2026; and (v) commit to three years of service at an eligible Medicare-, Medicaid-, or dually certified long-term care facility.
Current report
In October 2026, HHS-OIG posted the results of an audit of four states that had established minimum spending requirements related to resident care for nursing homes. According to Medicaid payment transparency reporting requirements, beginning in 2028, States must report to CMS annually, by facility, the percentage of Medicaid payments that are spent on compensation for direct care workers and support staff for services provided by Medicaid-certified nursing facilities (nursing homes). The audit determined how the four States have implemented nursing home minimum spending requirements related to resident care and identified challenges that the four States and selected nursing homes in those States have experienced in implementing and complying with those requirements. HHS-OIG found that each of the four States implemented its own nursing home minimum spending requirements related to resident care. Specifically, according to HHS-OIG, each State required nursing homes to spend at least a set percentage of revenues, expenses, or costs on resident care (i.e., minimum spending threshold) and calculated the spending percentage using different financial figures. HHS-OIG stated that three of the four States identified challenges that they experienced in implementing minimum spending requirements, such as difficulties in collecting data from nursing homes and a lack of audited data to calculate the minimum spending percentages. In addition, according to HHS-OIG, there were some selected nursing homes in each of the four States that experienced challenges in complying with the requirements, such as staffing shortages and difficulties in gathering and reporting the required data to the State due to time constraints. HHS-OIG recommended that CMS consider the information in this report as it implements Federal Medicaid payment transparency reporting requirements for nursing homes, and in any future rulemaking, should it decide to implement a minimum spending requirement. CMS concurred with HHS-OIG’s recommendation.
Reworded paragraphs (43)
Previous wording
segment will be determined by numerous factors, including our ability to identify suitable investments and our relationship with operators of our SHOP communities. We rely on the SHOP operator’s personnel, expertise, resources, good faith, and judgement to manage our SHOP communities efficiently and effectively. We also rely on the SHOP operators to set appropriate resident fees, provide accurate property-level financial results for our properties in a timely manner, and otherwise operate our SHOP communities in compliance with the terms of our management agreements and all applicable laws and regulations.
Current wording
segment will be determined by numerous factors, including our ability to identify suitable investments and our relationship with operators of our SHOP communities. We rely on the SHOP operator’s personnel, expertise, resources, good faith, and judgment to manage our SHOP communities efficiently and effectively. We also rely on the SHOP operators to set appropriate resident fees, provide accurate property-level financial results for our properties in a timely manner, and otherwise operate our SHOP communities in compliance with the terms of our management agreements and all applicable laws and regulations.
Previous wording
As of June 30, 2026, we had $2.1 billion in net carrying value of investments as follows (in thousands):
Current wording
As of September 30, 2026, we had $2.5 billion in net carrying value of investments as follows (in thousands):
Previous wording
During the second quarter of 2025, we received written notice from Genesis Healthcare Inc. (“Genesis”) of its exercise of a 5-year extension option, which extended the term of the lease to April 30, 2031. During the third quarter of 2025, Genesis filed for Chapter 11 bankruptcy. Accordingly, we wrote-off the straight-line rent receivable balance of $1.3 million related to Genesis’ master lease. During the three months ended March 31, 2026, a federal bankruptcy judge approved the sale of Genesis’ assets to a newly formed investment group. Affiliates of Genesis lease six skilled nursing centers in New Mexico (five) and Alabama (one) with a total of 782 beds under a master lease with LTC. Genesis has paid their contractual rent through August 2026.
Current wording
During the second quarter of 2025, we received written notice from Genesis Healthcare Inc. (“Genesis”) of its exercise of a 5-year extension option, which extended the term of the lease to April 30, 2031. During the third quarter of 2025, Genesis filed for Chapter 11 bankruptcy. Accordingly, we wrote-off the straight-line rent receivable balance of $1.3 million related to Genesis’ master lease. During the three months ended March 31, 2026, a federal bankruptcy judge approved the sale of Genesis’ assets to a newly formed investment group. The sale of Genesis’ assets, including the leasehold interest in our properties, closed in October 2026, and the lease was assumed on its terms by an affiliate of 101 W State Street Holdings, LLC.
Previous wording
Prestige Healthcare (“Prestige”) operates 21 skilled nursing centers located in Michigan secured under four mortgage loans and two skilled nursing centers located in South Carolina under a master lease. Prestige is our largest operator based on total revenues and second largest operator based on total assets, representing 7.8% of our total revenues and 11.9% of our total assets as of June 30, 2026.
Current wording
Prestige Healthcare (“Prestige”) operates 21 skilled nursing centers located in Michigan secured under four mortgage loans and two skilled nursing centers located in South Carolina under a master lease. Prestige is our largest operator based on total revenues and second largest operator based on total assets, representing 7.4% of our total revenues and 9.4% of our total assets as of September 30, 2026.
Previous wording
During the six months ended June 30, 2026, we continued to expand our SHOP segment. Accordingly, we acquired five seniors housing communities within our SHOP segment for $171.5 million. Also, we terminated two additional triple-net master leases and converted four seniors housing communities covered under these master leases into our SHOP segment. Upon conversion, we entered into management agreements with two operators new to us. The communities are located in Georgia, South Carolina and Texas (2) with a total of 247 units and an aggregate gross book value of $59.4 million. As of June 30, 2026, our SHOP segment represented 32.1% of our gross portfolio investments and comprised of 34 seniors housing communities that are managed on our behalf by 11 independent operators pursuant to separate management agreements.
Current wording
During the nine months ended September 30, 2026, we continued to expand our SHOP segment. Accordingly, we acquired 17 seniors housing communities within our SHOP segment for $737.3 million. Also, we terminated two additional triple-net master leases and converted four seniors housing communities covered under these master leases into our SHOP segment. Upon conversion, we entered into management agreements with two operators new to us. The communities are located in Georgia, South Carolina and Texas (2) with a total of 247 units and an aggregate gross book value of $59.9 million. As of September 30, 2026, our SHOP segment represented 49.0% of our gross portfolio investments and was comprised of 46 seniors housing communities managed on our behalf by 13 independent operators pursuant to separate management agreements.
Previous wording
The following table summarizes acquisitions within our SHOP segment during the six months ended June 30, 2026 (dollar amounts in thousands):
Current wording
The following table summarizes acquisitions within our SHOP segment during the nine months ended September 30, 2026 (dollar amounts in thousands):
Previous wording
During the six months ended June 30, 2026, we funded capital improvement projects of $5.3 million within our SHOP segment.
Current wording
During the nine months ended September 30, 2026, we funded capital improvement projects of $9.7 million within our SHOP segment.
Previous wording
The following table provides information related to our triple-net lease extensions during the six months ended June 30, 2026 (dollar amounts in thousands):
Current wording
The following table provides information related to our triple-net lease extensions during the nine months ended September 30, 2026 (dollar amounts in thousands):
Previous wording
During the six months ended June 30, 2026, we terminated two triple-net master leases and converted four seniors housing communities covered under the master leases into our SHOP segment. Upon conversion, we entered into management agreements with two independent operators. The communities are located in Georgia, South Carolina and Texas (2) with a total of 247 units and an aggregate gross book value of $59.4 million.
Current wording
During the nine months ended September 30, 2026, we terminated two triple-net master leases and converted four seniors housing communities covered under the master leases into our SHOP segment. Upon conversion, we entered into management agreements with two independent operators. The communities are located in Georgia, South Carolina and Texas (2) with a total of 247 units and an aggregate gross book value of $59.9 million.
Previous wording
During the six months ended June 30, 2026, we invested in the following improvement projects within our Triple-Net Portfolio (in thousands):
Current wording
During the nine months ended September 30, 2026, we invested in the following improvement projects within our Triple-Net Portfolio (in thousands):
Previous wording
The following table summarizes our financing receivable activity for the six months ended June 30, 2026 (in thousands):
Current wording
The following table summarizes our financing receivable activity for the nine months ended September 30, 2026 (in thousands):
Previous wording
The following table summarizes our mortgage loan receivable activity for the six months ended June 30, 2026 (in thousands):
Current wording
The following table summarizes our mortgage loan receivable activity for the nine months ended September 30, 2026 (in thousands):
Previous wording
the accounting criteria to be considered a variable interest entity (“VIE”). We were not the primary beneficiary of the VIE as we did not have both: 1) the power to direct the activities that most significantly affect the VIE’s economic performance, and 2) the right to receive benefits from the VIE or the obligation to absorb losses of the VIE that could be significant to the VIE. However, we had significant influence over the VIE. Therefore, we accounted for the investment as a joint venture using the equity method of accounting. During the three months ended June 30, 2026, the mortgage loan was paid off.
Current wording
We had a $12.7 million mortgage loan with a carrying value of $12.6 million. The acquisition, development and construction (“ADC”) loan, secured by a 104-bed skilled nursing center in Texas met the accounting criteria to be considered a variable interest entity (“VIE”). We were not the primary beneficiary of the VIE as we did not have both: 1) the power to direct the activities that most significantly affect the VIE’s economic performance, and 2) the right to receive benefits from the VIE or the obligation to absorb losses of the VIE that could be significant to the VIE. However, we had significant influence over the VIE. Therefore, we accounted for the investment as a joint venture using the equity method of accounting. During the three months ended June 30, 2026, the mortgage loan was paid off.
Previous wording
The Centers for Medicare & Medicaid Services (“CMS”) annually updates Medicare SNF prospective payment system rates and other policies. On July 29, 2026, CMS issued a final rule to update Medicare payment policies and rates for SNFs under the SNF prospective payment system (“SNF PPS”) for fiscal year (“FY”) 2027. For FY 2027, CMS announced that it is updating SNF PPS rates by 2.4% based on the final SNF market basket of 3.3%, reduced by a 0.9% productivity adjustment, for an estimated increase of $882.74 million in aggregate payments to SNFs. CMS also announced FY 2027 updates to the SNF Quality Reporting Program (“QRP”). Specifically, CMS announced it is finalizing the removal of two measures from the QRP, beginning with the FY 2028 SNF QRP: (1) the COVID-19 Vaccination Coverage Among Healthcare Personnel measure, and (2) the COVID-19 Vaccine: Percent of Patients/Residents Who Are Up to Date measure. CMS also announced that it is finalizing the revised data submission timeframe from 4.5 months to approximately 45 days, beginning with FY 2029 SNF QRP. CMS also stated that to obtain the most accurate SNF quality of care information and to remain relevant to the SNF community and consumers, CMS is finalizing a requirement for all SNFs to submit minimum data set (“MDS”) data for all SNF residents receiving covered skilled care, regardless of payer. CMS also announced FY 2027 Final Updates to the SNF Value-Based Purchasing (“VBP”) program. Specifically, CMS finalized performance standards for the FY 2029 and FY 2030 program years to comply with the program’s statutory notice deadline. CMS stated it will update the “snapshot date” codified at 42 CFR § 413.338(f)(1)(v) for two measures calculated using MDS assessment data to maintain alignment with the newly finalized SNF QRP submission deadlines for MDS assessment data, beginning with FY 2027 data. CMS also stated that the SNF VBP adjustments for certain SNFs subject to the net reduction in payments under the SNF VBP and which are not incorporated into the impact estimates for the payment rate are an estimated $203.60 million reduction in FY 2027.
Current wording
The Centers for Medicare & Medicaid Services (“CMS”) annually updates Medicare SNF prospective payment system rates and other policies. On July 29, 2026, CMS issued a final rule to update Medicare payment policies and rates for SNFs under the SNF prospective payment system (“SNF PPS”) for fiscal year (“FY”) 2027. For FY 2027, CMS announced that it was updating SNF PPS rates by 2.4% based on the final SNF market basket of 3.3%, reduced by a 0.9% productivity adjustment, for an estimated increase of $882.74 million in aggregate payments to SNFs. CMS also announced FY 2027 updates to the SNF Quality Reporting Program (“QRP”). Specifically, CMS announced it was finalizing the removal of two measures from the QRP, beginning with the FY 2028 SNF QRP: (1) the COVID-19 Vaccination Coverage Among Healthcare Personnel measure, and (2) the COVID-19 Vaccine: Percent of Patients/Residents Who Are Up to Date measure. CMS also announced that it was finalizing the revised data submission deadline from 4.5 months to no later than the 15th day of the second month after the end of the quarter (approximately 45 days), beginning with FY 2029 SNF QRP. CMS also stated that to obtain the most accurate SNF quality of care information and to remain relevant to the SNF community and consumers, CMS was finalizing a requirement for all SNFs to submit minimum data set (“MDS”)
Previous wording
There can be no assurance that these rules or future regulations modifying Medicare SNF payment rates or other requirements for Medicare and/or Medicaid participation will not have an adverse effect on the financial condition of our lessees and borrowers which could, in turn, adversely impact the timing or level of their payments to us and our overall financial condition. Failure by an operator to comply with regulatory requirements can, among other things, jeopardize a facility’s compliance with the conditions of participation under relevant federal and state healthcare programs. Further the ability of our operators to comply with applicable regulations can be adversely impacted by changes in the labor market and increases in inflation.
Current wording
There can be no assurance that these rules or future regulations modifying Medicare SNF payment rates or other requirements for Medicare and/or Medicaid participation will not have an adverse effect on the financial condition of our lessees and borrowers which could, in turn, adversely impact the timing or level of their payments to us and our overall financial condition. Failure by an operator to comply with regulatory requirements can, among other things, jeopardize a facility’s compliance with the
Previous wording
Concentration Risk. We evaluate a tenant/operator concentration based on whether revenues from transactions with a single external operator equal or exceed 10% of our total revenues. No single operator accounted for 10% or more of total revenues for the six months ended June 30, 2026.
Current wording
Concentration Risk. We evaluate a tenant/operator concentration based on whether revenues from transactions with a single external operator equal or exceed 10% of our total revenues. No single operator accounted for 10% or more of total revenues for the nine months ended September 30, 2026.
Previous wording
Management regularly monitors the economic and other factors listed above. We develop strategic and tactical plans designed to improve performance and maximize our competitive position. Our ability to achieve our financial objectives is dependent upon our ability to effectively execute these plans and to appropriately respond to emerging economic and company-specific trends.
Current wording
ability to achieve our financial objectives is dependent upon our ability to effectively execute these plans and to appropriately respond to emerging economic and company-specific trends.
Previous wording
A non-GAAP financial measure is defined as a numerical measure of a registrant’s historical or future financial performance, financial position or cash flows that excludes or includes amounts that are not excluded from or included in the most directly comparable measure calculated and presented in accordance with GAAP. We consider Funds from Operations (“FFO”), NOI and EBITDAre to be useful supplemental measures of our financial or operating performance.
Current wording
A non-GAAP financial measure is defined as a numerical measure of a registrant’s historical or future financial performance, financial position or cash flows that excludes or includes amounts that are not excluded from or included in the most directly comparable measure calculated and presented in accordance with GAAP. We consider Funds from Operations (“FFO”), Net Operating Income (“NOI”) and Earnings before Interest, Taxes, Depreciation and Amortization for Real Estate (“EBITDAre”) to be useful supplemental measures of our financial or operating performance.
Previous wording
FFO attributable to common stockholders, basic FFO attributable to common stockholders per share and diluted FFO attributable to common stockholders per share are supplemental measures of a REIT’s financial performance that are not defined by GAAP. Real estate values historically rise and fall with market conditions, but cost accounting for real estate assets in accordance with GAAP assumes that the value of real estate assets diminishes predictably over time. We believe that by excluding the effect of historical cost depreciation, which may be of limited relevance in evaluating current performance, FFO facilitates comparisons of operating performance between periods.
Current wording
FFO attributable to common stockholders is a supplemental measure of a REIT’s financial performance that is not defined by GAAP. Real estate values historically rise and fall with market conditions, but cost accounting for real estate assets in accordance with GAAP assumes that the value of real estate assets diminishes predictably over time. We believe that by excluding the effect of historical cost depreciation, FFO helps facilitate meaningful comparisons of operating performance between periods. FFO is also useful to reflect the operating efficiency of the Company and provides a real estate industry baseline for comparison among REITs.
Previous wording
We use FFO as a supplemental performance measurement of our cash flow generated by operations. FFO does not represent cash generated from operating activities in accordance with GAAP, and is not necessarily indicative of cash available to fund cash needs and should not be considered an alternative to net income available to common stockholders.
Current wording
We use FFO as a supplemental performance measurement of our operating performance. FFO does not represent cash generated from operating activities in accordance with GAAP and is not necessarily indicative of cash available to fund cash needs. FFO should not be considered an alternative to net income available to common stockholders.
Previous wording
We calculate and report FFO in accordance with the definition and interpretive guidelines issued by Nareit. FFO, as defined by Nareit, means net income available to common stockholders (computed in accordance with GAAP) excluding gains or losses on the sale of real estate and impairment write-downs of depreciable real estate plus real estate depreciation and amortization, and after adjustments for unconsolidated partnerships and joint ventures. Our calculation of FFO may not be comparable to FFO reported by other REITs that do not define the term in accordance with the current Nareit definition or that have a different interpretation of the current Nareit definition from us; therefore, caution should be exercised when comparing our FFO to that of other REITs.
Current wording
We calculate and report FFO in accordance with the definition and interpretive guidelines issued by Nareit. FFO, as defined by Nareit, means net income (loss) available to common stockholders (computed in accordance with GAAP) excluding the impact of real estate depreciation and amortization, gains or losses on the sale of real estate, impairment write-downs of depreciable real estate, unconsolidated partnerships and joint ventures. Our calculation of FFO may not be comparable to FFO reported by other REITs that do not define the term in accordance with the current Nareit definition or that have a different interpretation of the current Nareit definition from us. Therefore, caution should be exercised when comparing our FFO to that of other REITs.
Previous wording
Net operating income or NOI is a non-GAAP financial measure that is calculated as net income (loss) (computed in accordance with GAAP) before (i) general and administrative expenses, (ii) transaction costs, (iii) provision (recovery) for credit losses, (iv) impairment loss, (v) depreciation and amortization, (vi) interest expense, (vii) gain or loss on sale of real estate and (viii) income tax benefit or expense. We use NOI to reflect the operating performance of our portfolio because NOI excludes certain items that are not associated with the operations of our properties.
Current wording
NOI is a non-GAAP financial measure that is calculated as net income (loss) available to common stockholders (computed in accordance with GAAP) excluding the impact of general and administrative expenses, transaction costs, write-off of effective interest, provision for (recovery of) credit losses, impairment loss, depreciation and amortization, interest expense, gain or loss on sale of real estate and income tax provision (benefit). We use NOI to reflect the operating performance of our portfolio because NOI excludes certain items that are not associated with the operations of our properties.
Previous wording
NOI is not equivalent to our net income (loss) as determined under GAAP. Additionally, our use of the term NOI may not be comparable to that of other real estate companies as they may have different methodologies for computing this amount. Therefore, caution should be exercised when comparing our NOI to that of other REITs.
Current wording
NOI is not equivalent to our net income (loss) available to common stockholders as determined under GAAP. Additionally, our use of the term NOI may not be comparable to that of other real estate companies as they may have different methodologies for computing NOI. Therefore, caution should be exercised when comparing our NOI to that of other REITs.
Previous wording
The following is a reconciliation of net income, which is the most directly comparable GAAP financial measure to NOI for the three and six months ended June 30, 2026 and 2025 (in thousands):
Current wording
The following is a reconciliation of net income (loss), which is the most directly comparable GAAP financial measure to NOI for the three and nine months ended September 30, 2026 and 2025 (in thousands):
Previous wording
Earnings before interest, taxes, depreciation and amortization for real estate or EBITDAre is calculated as net income (loss) (computed in accordance with GAAP) excluding (i) interest expense, (ii) income tax expense, (iii) real estate depreciation and amortization, (iv) impairment write-downs of depreciable real estate, (v) gains or losses on the sale of depreciable real estate, and (vi) adjustments for unconsolidated partnerships and joint ventures.
Current wording
EBITDAre is calculated as net income (loss) available to common stockholders (computed in accordance with GAAP) excluding the impact of interest expense, income tax provision (benefit), real estate depreciation and amortization, impairment write-downs of depreciable real estate, gains or losses on the sale of depreciable real estate, and our related share of unconsolidated partnerships and joint ventures.
Previous wording
Adjusted EBITDAre is a supplemental non-GAAP financial measure calculated by adjusting EBIDAre for non-core adjustments unrelated to ongoing operations. We believe these metrics provide useful information to investors because they exclude the impact of various income and expense items that are not indicative of operating performance.
Current wording
Adjusted EBITDAre is a supplemental non-GAAP financial measure calculated by excluding the impact of non-core adjustments unrelated to ongoing operations.
Previous wording
EBITDAre and Adjusted EBITDAre are not alternatives to net income, operating income or cash flows from operating activities as calculated and presented in accordance with GAAP. You should not rely on EBITDAre or Adjusted EBITDAre as substitutes for any such GAAP financial measures or consider them in isolation, for the purpose of analyzing our financial performance, financial position or cash flows. Net income is the most directly comparable GAAP measure to EBITDAreand/or Adjusted EBITDAre.
Current wording
We believe EBITDAre and Adjusted EBITDAre provide useful information to investors because they exclude the impact of various income and expense items that are not indicative of operating performance. These metrics are not alternatives to net income, operating income or cash flows from operating activities as calculated and presented in accordance with GAAP. You should not rely on EBITDAre or Adjusted EBITDAre as substitutes for any such GAAP financial measures or consider them in isolation, for the purpose of analyzing our financial performance, financial position or cash flows. Net income (loss) available to common stockholders is the most directly comparable GAAP measure to EBITDAreand/or Adjusted EBITDAre.
Previous wording
As of June 30, 2026, we had $829.0 million in liquidity as follows*(amounts in thousands)*:
Current wording
As of September 30, 2026, we had $1.1 billion in liquidity as follows*(amounts in thousands)*:
Previous wording
Our ability to access the capital markets and to pay dividends may be impacted by our borrowing capacity and compliance with financial covenants. We continuously evaluate the availability of cost-effective capital and believe we have sufficient liquidity for our current dividend, corporate expenses and additional capital investments in 2026.
Current wording
Our ability to access the capital markets and to pay dividends may be impacted by our borrowing capacity and compliance with financial covenants. We continuously evaluate the availability of cost-effective capital and believe we have sufficient liquidity for our current dividend, corporate expenses and additional capital investments in 2026 and 2027.
Previous wording
Cash flows from operating activities increased $5.5 million during the six months ended June 30, 2026, compared to the same period in 2025, primarily due to net income generated from growth in our SHOP segment.
Current wording
Cash flows from operating activities increased $8.4 million during the nine months ended September 30, 2026, compared to the same period in 2025, primarily due to net income generated from growth in our SHOP segment.
Previous wording
Net cash used in investing activities increased by $77.9 million during the six months ended June 30, 2026, compared to the same period in 2025, primarily driven by a $175.6 million increase in real estate investments, partially offset by a $62.2 million increase in proceeds from the sale of properties accounted for as financing receivables, a $30.8 million decrease in investments in mortgage loans receivable and a $6.3 million increase in proceeds from sale of real estate.
Current wording
Net cash used in investing activities decreased by $98.3 million during the nine months ended September 30, 2026, compared to the same period in 2025, primarily due to a $464.2 million increase in proceeds from the sale of real estate, an $83.7 million decrease in investments in mortgage loans receivable, and a $62.2 million increase in proceeds from the sale of properties accounted for as financing receivables, partially offset by a $469.7 million increase in real estate investments, a $21.1 million decrease in principal payments received on mortgage loans receivable, and a $17.2 million decrease in principal payments received on notes receivable.
Previous wording
Net cash provided by financing activities increased by $100.3 million during the six months ended June 30, 2026, compared to the same period in 2025, primarily driven by a $184.3 million increase in net proceeds from issuance of common stock, partially offset by a $77.1 million decrease in net borrowings under our revolving line of credit and a $5.4 million increase in distributions paid to stockholders.
Current wording
Net cash provided by financing activities increased by $53.4 million during the nine months ended September 30, 2026, compared to the same period in 2025, primarily driven by a $177.5 million increase in net proceeds from issuance of common stock and a $110.0 million decrease in repayment of debt, partially offset by a $227.1 million decrease in net borrowings under our revolving line of credit and a $9.8 million increase in distributions paid to stockholders.
Previous wording
During the second quarter of 2026, we entered into an amendment to the Credit Agreement (the “Amended Credit Agreement”) to increase the aggregate commitment of its lenders by $300.0 million to a total of $1.1 billion, through the exercise of the Credit Agreement’s accordion feature. The $300.0 million
Current wording
During the second quarter of 2026, we entered into an amendment to the Credit Agreement (the “Amended Credit Agreement”) to increase the aggregate commitment of its lenders by $300.0 million to a total of $1.1 billion, through the exercise of the Credit Agreement’s accordion feature. The $300.0 million increase expands our aggregate revolving credit (the “Amended Revolving Line of Credit”) commitment to $900.0 million. Additionally, the Amended Credit Agreement increases the Accordion feature up to $2.0 billion (the “Amended Accordion”). The material terms of the Amended Credit Agreement remain unchanged.
Previous wording
Based on our leverage at June 30, 2026, the facility provides for interest annually at SOFR plus 105 basis points and a facility fee of 15 basis points.
Current wording
Based on our leverage at September 30, 2026, the facility provides for interest annually at SOFR plus 110 basis points and a facility fee of 15 basis points.
Previous wording
Interest Rate Swap Agreements. During 2025, we entered into interest rate swaps with maturities of three, four, five and seven years, respectively to effectively lock-in the forecasted interest payments on the Term Loans. Additionally, during the second quarter of 2026, we entered into three-year interest rate swap agreements to effectively fix the interest rate on $150.0 million of borrowings under our Amended Revolving Line of Credit. Our interest rate swaps are considered cash flow hedges and are recorded on ourConsolidated Balance Sheets at fair value inPrepaid expenses and other assets, with cumulative changes in the fair value of these instruments recognized inAccumulated other comprehensive income (loss) on ourConsolidated Balance Sheets. During the six months ended June 30, 2026, we recorded an increase of $2.9 million to the fair value of our interest rate swaps.
Current wording
Interest Rate Swap Agreements. During 2025, we entered into interest rate swaps with maturities of three, four, five and seven years, respectively to effectively lock-in the forecasted interest payments on the Term Loans. Additionally, during the second quarter of 2026, we entered into three-year interest rate swap agreements to effectively fix the interest rate on $150.0 million of borrowings under our Amended Revolving Line of Credit. Our interest rate swaps are considered cash flow hedges and are recorded on ourConsolidated Balance Sheets at fair value inPrepaid expenses and other assets, with cumulative changes in the fair value of these instruments recognized inAccumulated other comprehensive income (loss) on ourConsolidated Balance Sheets. During the nine months ended September 30, 2026, we recorded an increase of $11.1 million to the fair value of our interest rate swaps.
Previous wording
During the six months ended June 30, 2026, our debt borrowings and repayments were as follows*(in thousands):*
Current wording
During the nine months ended September 30, 2026, our debt borrowings and repayments were as follows*(in thousands):*
Previous wording
At June 30, 2026, we had 53,905,563 shares of common stock outstanding, total equity on our balance sheet was $1.3 billion and our equity securities had a market value of $2.1 billion. During the six months ended June 30, 2026, we declared and paid $59.0 million of cash dividends.
Current wording
At September 30, 2026, we had 54,819,683 shares of common stock outstanding, total equity on our balance sheet was $1.7 billion and our equity securities had a market value of $2.4 billion. During the nine months ended September 30, 2026, we declared and paid $89.8 million of cash dividends.
Previous wording
During the six months ended June 30, 2026, we acquired 149,745 shares of common stock held by employees who tendered owned shares to satisfy tax withholding obligations.
Current wording
During the nine months ended September 30, 2026, we acquired 149,745 shares of common stock held by employees who tendered owned shares to satisfy tax withholding obligations.
Previous wording
*At-The-Market Program.*We have an equity distribution agreement (the “Equity Distribution Agreement”) to offer and sell, from time to time, up to $400.0 million in aggregate offering price of shares of our common stock. The Equity Distribution Agreement provides for sales of common shares to be made by means of ordinary brokers’ transactions, which may include block trades, or transactions that are deemed to be “at the market” offerings.
Current wording
*At-The-Market Program.*We had an equity distribution agreement (the “Original Equity Distribution Agreement”) to offer and sell, from time to time, up to $400.0 million in aggregate offering price of shares of our common stock. The Equity Distribution Agreement provides for sales of common shares to be made by means of ordinary brokers’ transactions, which may include block trades, or transactions that are deemed to be “at the market” offerings.
Previous wording
During the six months ended June 30, 2026, we sold 5,257,220 shares of common stock for $198.1 million in net proceeds under our Equity Distribution Agreement. Additionally, we incurred $0.2 million of costs associated with this agreement which have been recorded in additional paid in capital as a reduction of proceeds received. At June 30, 2026, we had $88.6 million available under the Equity Distribution Agreement.
Current wording
During the nine months ended September 30, 2026, we sold 5,257,220 shares of common stock for $198.1 million in net proceeds under our Original Equity Distribution Agreement. Additionally, we incurred $0.2 million of costs associated with this agreement which have been recorded in additional paid in capital as a reduction of proceeds received.
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Rearranged current paragraphs (6)
Current report — wording carried from elsewhere
data for all SNF residents receiving covered skilled care, regardless of payer. CMS also announced FY 2027 Final Updates to the SNF Value-Based Purchasing (“VBP”) program. Specifically, CMS finalized performance standards for the FY 2029 and FY 2030 program years to comply with the program’s statutory notice deadline. CMS stated it will update the “snapshot date” codified at 42 CFR § 413.338(f)(1)(v) for two measures calculated using MDS assessment data to maintain alignment with the newly finalized SNF QRP submission deadlines for MDS assessment data, beginning with FY 2027 data. CMS also stated that the SNF VBP adjustments for certain SNFs subject to the net reduction in payments under the SNF VBP and which are not incorporated into the impact estimates for the payment rate are an estimated $203.60 million reduction in FY 2027.
Current report — wording carried from elsewhere
conditions of participation under relevant federal and state healthcare programs. Further the ability of our operators to comply with applicable regulations can be adversely impacted by changes in the labor market and increases in inflation.
Current report — wording carried from elsewhere
Management regularly monitors the economic and other factors listed above. We develop strategic and tactical plans designed to improve performance and maximize our competitive position. Our
Current report — wording carried from elsewhere
During the third quarter of 2026, we terminated our Original Equity Distribution Agreement and entered into a new equity distribution agreement (the “Equity Distribution Agreement”) to sell from time to time, up to $500.0 million in aggregate offering price of shares of our common stock. The Equity Distribution Agreement provides for sale of common shares to be made by means of ordinary brokers’ transactions, which may include block trades, or transactions that are deemed to be “at the market” offerings.
Current report — wording carried from elsewhere
During the third quarter of 2026, we sold 914,120 shares of common stock for $38.7 million in net proceeds under the Equity Distribution Agreement. In conjunction with the sale of common stock, we incurred $0.2 million of costs associated with this agreement, which has been recorded in additional paid in capital as a reduction of proceeds received. At September 30, 2026, we had $461.1 million available under the Equity Distribution Agreement. Subsequent to September 30, 2026, we sold 1,371,986 shares of common stock for $58.7 million in net proceeds under the Equity Distribution Agreement. Accordingly, at November 3, 2026, we have $401.9 million available under the Equity Distribution Agreement.
Current report — wording carried from elsewhere
terms of the awards granted under the 2021 Plan and the 2015 Plan are set by our compensation committee at its discretion. Beginning in the first quarter of 2024, we entered into Performance Stock Unit Award Agreements, based upon absolute and relative total shareholder return, under the 2021 Plan.
Rearranged previous paragraphs (3)
Previous report — wording carried elsewhere
We had a $12.7 million mortgage loan with a carrying value of $12.6 million. The acquisition, development and construction (“ADC”) loan, secured by a 104-bed skilled nursing center in Texas met
Previous report — wording carried elsewhere
increase expands our aggregate revolving credit (the “Amended Revolving Line of Credit”) commitment to $900.0 million. Additionally, the Amended Credit Agreement increases the Accordion feature up to $2.0 billion (the “Amended Accordion”). The material terms of the Amended Credit Agreement remain unchanged.
Previous report — wording carried elsewhere
Our consolidated financial statements included in Part I, Item 1 of this Quarterly Report on Form 10-Q are prepared in conformity with U.S. generally accepted accounting principles for interim financial information set forth in the Accounting Standards Codification as published by the Financial Accounting Standards Board, which require us to make estimates and assumptions regarding future events that affect the amounts reported in our financial statements and accompanying footnotes. We base these estimates on