American Healthcare REIT, Inc.

Previous wording

The following Management’s Discussion and Analysis of Financial Condition and Results of Operations is intended to promote understanding of our results of operations and financial condition. Such discussion is provided as a supplement to, and should be read in conjunction with our accompanying condensed consolidated financial statements and notes thereto appearing elsewhere in this Quarterly Report on Form 10-Q and in our 2024 Annual Report on Form 10-K, as filed with the United States Securities and Exchange Commission, or SEC, on February 28, 2025. Such condensed consolidated financial statements and information have been prepared to reflect our financial position as of September 30, 2025 and December 31, 2024, together with our results of operations for the three and nine months ended September 30, 2025 and 2024 and cash flows for the nine months ended September 30, 2025 and 2024. Our results of operations and financial condition, as reflected in the accompanying condensed consolidated financial statements and related notes, are subject to management’s evaluation and interpretation of business conditions, changing capital market conditions, and other factors that could affect the ongoing operations and occupancy of our tenants and residents.

Current wording

The following Management’s Discussion and Analysis of Financial Condition and Results of Operations is intended to promote understanding of our results of operations and financial condition. Such discussion is provided as a supplement to, and should be read in conjunction with our accompanying condensed consolidated financial statements and notes thereto appearing elsewhere in this Quarterly Report on Form 10-Q and in our 2025 Annual Report on Form 10-K, as filed with the United States Securities and Exchange Commission, or SEC, on February 27, 2026. Such condensed consolidated financial statements and information have been prepared to reflect our financial position as of March 31, 2026 and December 31, 2025, together with our results of operations and cash flows for the three months ended March 31, 2026 and 2025. Our results of operations and financial condition, as reflected in the accompanying condensed consolidated financial statements and related notes, are subject to management’s evaluation and interpretation of business conditions, changing capital market conditions, and other factors that could affect the on-going operations and occupancy of our tenants and residents.

Previous wording

Any such forward-looking statements are based on current expectations, estimates and projections about the industry and markets in which we operate, and beliefs of, and assumptions made by, our management and involve uncertainties that could significantly affect our financial results. Such statements include, but are not limited to: (i) statements about our plans, strategies, initiatives and prospects, including any future capital-raising initiatives and planned or future acquisitions or dispositions of properties and other assets; and (ii) statements about our future results of operations, capital expenditures and liquidity. Such statements are subject to known and unknown risks and uncertainties, which could cause actual results to differ materially from those projected or anticipated, including, without limitation: changes in economic conditions generally and the real estate market specifically; legislative and regulatory changes, including changes to laws governing the taxation of real estate investment trusts, or REITs, and regulations or proposed regulations governing the operations and sales of health care properties; the availability of capital; our ability to pay down, refinance, restructure or extend our indebtedness as it becomes due; our ability to maintain our qualification as a REIT for U.S. federal income tax purposes; changes in interest rates, and foreign currency risk; competition in the real estate industry; changes in accounting principles generally accepted in the United States of America, or GAAP, policies and guidelines applicable to REITs; the success of our investment strategy; cybersecurity incidents and information technology failures, including unauthorized access to our computer systems and/or our vendors’ computer systems and our third-party management companies’ computer systems and/or their vendors’ computer systems; our ability to retain our executive officers and key employees; unexpected labor costs and inflationary pressures; changing macroeconomic, domestic legal and fiscal policies and geopolitical conditions; and those risks identified in Item 1A, Risk Factors in our 2024 Annual Report on Form 10-K, as filed with the SEC on February 28, 2025, this Quarterly Report on Form 10-Q, and any future filings we make with the SEC. These risks and uncertainties should be considered in evaluating forward-looking statements, and undue reliance should not be placed on such statements. Forward-looking statements in this Quarterly Report on Form 10-Q speak only as of the date on which such statements are made, and undue reliance should not be placed on such statements. We undertake no obligation to update any such statements that may become untrue because of subsequent events. Additional information concerning us and our business, including additional factors that could materially affect our financial results, is included herein and in our other filings with the SEC.

Current wording

Any such forward-looking statements are based on current expectations, estimates and projections about the industry and markets in which we operate, and beliefs of, and assumptions made by, our management and involve uncertainties that could significantly affect our financial results. Such statements include, but are not limited to: (i) statements about our plans, strategies, initiatives and prospects, including any future capital-raising initiatives and planned or future acquisitions or dispositions of properties and other assets; and (ii) statements about our future results of operations, capital expenditures and liquidity. Such statements are subject to known and unknown risks and uncertainties, which could cause actual results to differ materially from those projected or anticipated, including, without limitation: changes in economic conditions generally and the real estate market specifically; legislative and regulatory changes, including changes to laws governing the taxation of real estate investment trusts, or REITs, and regulations or proposed regulations governing the operations and sales of healthcare properties; the availability of capital; our ability to pay down, refinance, restructure or extend our indebtedness as it becomes due; our ability to maintain our qualification as a REIT for U.S. federal income tax purposes; changes in interest rates, and foreign currency risk; competition in the real estate industry; changes in accounting principles generally accepted in the United States of America, or GAAP, policies and guidelines applicable to REITs; the success of our investment strategy; cybersecurity incidents and information technology failures, including unauthorized access to our computer systems and/or our vendors’ computer systems and our third-party management companies’ computer systems and/or their vendors’ computer systems; our ability to retain our executive officers and key employees; our ability to settle outstanding forward sale agreements; unexpected labor costs and inflationary pressures; changing macroeconomic, domestic legal and fiscal policies and geopolitical conditions; and those risks identified in Item 1A, Risk Factors in our 2025 Annual Report on Form 10-K, as filed with the SEC on February 27, 2026, this Quarterly Report on Form 10-Q, and any future filings we make with the SEC. These risks and uncertainties should be considered in evaluating forward-looking statements, and undue reliance should not be placed on such statements. Forward-looking statements in this Quarterly Report on Form 10-Q speak only as of the date on which such statements are made, and undue reliance should not be placed on such statements. We undertake no obligation to update any such statements that may become untrue because of subsequent events. Additional information concerning us and our business, including additional factors that could materially affect our financial results, is included herein and in our other filings with the SEC…

Excerpt shortened here; the source contains the full paragraph.

Previous wording

We conduct substantially all of our operations through American Healthcare REIT Holdings, LP, or our operating partnership, and we are the sole general partner of our operating partnership. As of September 30, 2025 and December 31, 2024, we owned 98.8% and 98.7%, respectively, of the operating partnership units, or OP units, in our operating partnership, and the remaining 1.2% and 1.3% of the OP units, respectively, were owned by the following limited partners: (i) AHI Group Holdings, LLC, which is owned and controlled by Jeffrey T. Hanson, the non-executive Chairman of our board of directors, or our board, Danny Prosky, our Chief Executive Officer, President and director, and Mathieu B. Streiff, one of our non-executive directors; and (ii) a wholly-owned subsidiary of Griffin Capital Company, LLC. See Note 11, Redeemable Noncontrolling Interests, and Note 12, Equity — Noncontrolling Interests in Total Equity, to our accompanying condensed consolidated financial statements for a further discussion of the ownership in our operating partnership.

Current wording

We conduct substantially all of our operations through American Healthcare REIT Holdings, LP, or our operating partnership, and we are the sole general partner of our operating partnership. As of both March 31, 2026 and December 31, 2025, we owned 99.0% of the operating partnership units, or OP units, in our operating partnership, and the remaining 1.0% of the OP units were owned by the following limited partners: (i) AHI Group Holdings, LLC, which is owned and controlled by Jeffrey T. Hanson, our Chairman of the Board of Directors and Interim Chief Executive Officer and President, Danny Prosky, our Chief Executive Officer, President and director, who is currently taking a leave of absence from his executive role for medical reasons, and Mathieu B. Streiff, one of our independent directors; and (ii) a wholly-owned subsidiary of Griffin Capital Company, LLC.

Previous wording

We currently operate through four reportable business segments: ISHC, OM, SHOP and triple-net leased properties. As of September 30, 2025, we owned and/or operated 315 buildings and ISHC, representing approximately 20,132,000 square feet of gross leasable area, or GLA, for an aggregate contract purchase price of $4,778,477,000. In addition, as of September 30, 2025, we also owned a real estate-related debt investment purchased for $60,429,000.

Current wording

We currently operate through four reportable business segments: ISHC, OM, SHOP and triple-net leased properties. As of March 31, 2026, we owned and/or operated 343 buildings and ISHC, which represent in total approximately 22,651,000 square feet of gross leasable area, or GLA, for an aggregate contract purchase price of $5,607,085,000. In addition, as of March 31, 2026, we also owned a real estate-related debt investment purchased for $60,429,000.

Previous wording

Our accompanying condensed consolidated financial statements are prepared in conformity with GAAP, which requires management to make estimates and assumptions that affect the amounts reported in our financial statements and accompanying footnotes. These estimates are made and evaluated on an ongoing basis using information that is currently available, as well as various other assumptions believed to be reasonable under the circumstances. Actual results could differ from those estimates, perhaps in material adverse ways, and those estimates could be different under different assumptions or conditions. The complete listing of our Critical Accounting Estimates was previously disclosed in our 2024 Annual Report on Form 10-K, as filed with the SEC on February 28, 2025, and there have been no material changes to our Critical Accounting Estimates as disclosed therein, except as included within Note 2, Summary of Significant Accounting Policies, to our accompanying condensed consolidated financial statements.

Current wording

Our accompanying condensed consolidated financial statements are prepared in conformity with GAAP, which requires management to make estimates and assumptions that affect the amounts reported in our financial statements and accompanying footnotes. These estimates are made and evaluated on an on-going basis using information that is currently available, as well as various other assumptions believed to be reasonable under the circumstances. Actual results could differ from those estimates, perhaps in material adverse ways, and those estimates could be different under different assumptions or conditions. The complete listing of our Critical Accounting Estimates was previously disclosed in our 2025 Annual Report on Form 10-K, as filed with the SEC on February 27, 2026, and there have been no material changes to our Critical Accounting Estimates as disclosed therein, except as included within Note 2, Summary of Significant Accounting Policies, to our accompanying condensed consolidated financial statements.

Previous wording

For a discussion of our acquisitions and dispositions of investments in 2025, see Note 3, Real Estate Investments, to our accompanying condensed consolidated financial statements.

Current wording

For a discussion of our acquisitions of investments in 2026, see Note 3, Real Estate Investments, to our accompanying condensed consolidated financial statements.

Previous wording

During the nine months ended September 30, 2025 and 2024, inflation has affected our operations. The annual rate of inflation in the United States was 3.0% in September 2025 and 2.4% in September 2024, as measured by the Consumer Price Index. We believe inflation has impacted our operations such that we have experienced, and continue to experience, increases in the cost of labor, services, energy and supplies, and therefore continued inflationary pressures on our ISHC and SHOP could continue to impact our profitability in future periods. To offset the impact of inflation on the cost of labor and services, we had our RIDEA managers bill higher than average annual rent and care fee increases for existing residents in 2024 and 2025, as compared to prior years, while adjusting market rates as frequently as needed based on competitor pricing and market conditions. We believe this practice will improve operating performance in our ISHC and SHOP, as well as increase rent coverage and the stability of our real estate revenue in our triple-net leased properties over time.

Current wording

During the three months ended March 31, 2026 and 2025, inflation has affected our operations. The annual rate of inflation in the United States was 3.3% in March 2026 and 2.4% in March 2025, as measured by the Consumer Price Index. We believe inflation has impacted our operations such that we have experienced, and continue to experience, increases in the cost of labor, services, energy and supplies, and therefore continued inflationary pressures on our ISHC and SHOP could continue to impact our profitability in future periods. To offset the impact of inflation on the cost of labor and services, our RIDEA managers may have billed higher than average annual rent and care fee increases for existing residents in 2025 and 2026, as compared to prior years, while adjusting market rates as frequently as needed based on competitor pricing and market conditions. We believe this practice will improve operating performance in our ISHC and SHOP, as well as increase rent coverage and the stability of our real estate revenue in our triple-net leased properties over time.

Previous wording

Excluding our ISHC and SHOP, as of September 30, 2025, our properties were 89.3% leased, and, during the remainder of 2025, 4.0% of the leased GLA is scheduled to expire. Our leasing strategy focuses on negotiating renewals for leases scheduled to expire during the next 12 months. In the future, if we are unable to negotiate renewals, we will try to identify new tenants or collaborate with existing tenants who are seeking additional space to occupy. As of September 30, 2025, our remaining weighted average lease term was 6.8 years, excluding our ISHC and SHOP.

Current wording

Excluding our ISHC and SHOP, as of March 31, 2026, our properties were 90.7% leased, and, during the remainder of 2026, 4.8% of the leased GLA is scheduled to expire. Our leasing strategy focuses on negotiating renewals for leases scheduled to expire during the next 12 months. In the future, if we are unable to negotiate renewals, we will try to identify new tenants or collaborate with existing tenants who are seeking additional space to occupy. As of March 31, 2026, our remaining weighted average lease term was 6.7 years, excluding our ISHC and SHOP.

Previous wording

Our combined ISHC and SHOP were 89.7% leased as of September 30, 2025. Substantially all of our leases with residents at such properties are for a term of one year or less.

Current wording

Our combined ISHC and SHOP were 89.8% leased as of March 31, 2026. Substantially all of our leases with residents at such properties are for a term of one year or less.

Previous wording

Comparison of Three and Nine Months Ended September 30, 2025 and 2024

Current wording

Comparison of Three Months Ended March 31, 2026 and 2025

Previous wording

We segregate our operations into reporting segments in order to assess the performance of our business in the same way that management reviews our performance and makes operating decisions. As of September 30, 2025, we operated through four reportable business segments: ISHC, OM, SHOP and triple-net leased properties.

Current wording

We segregate our operations into reporting segments in order to assess the performance of our business in the same way that management reviews our performance and makes operating decisions. As of March 31, 2026, we operated through four reportable business segments: ISHC, OM, SHOP and triple-net leased properties. During the three months ended March 31, 2026, we reclassified two senior housing properties from our SHOP segment to our ISHC segment to align the properties that are operated by Trilogy Management Services, LLC within ISHC. Prior-period segment results discussed below have been recast to conform to the current-period presentation, and the reclassification did not affect consolidated results.

Previous wording

The most significant drivers behind changes in our consolidated results of operations for the three and nine months ended September 30, 2025 compared to the corresponding periods in 2024 were primarily due to: our increase in resident occupancies and billing rates; the adverse impact of inflation, which resulted in increases in the cost of labor, services, energy and supplies; and our acquisitions and dispositions of investments. Additional information behind the changes in our consolidated results of operations is discussed in more detail below. See Note 3, Real Estate Investments, to our accompanying condensed consolidated financial statements for a further discussion of our acquisitions and dispositions during 2025. As of September 30, 2025 and 2024, we owned and/or operated the following types of properties (dollars in thousands):

Current wording

The most significant drivers behind changes in our consolidated results of operations for the three months ended March 31, 2026 compared to the corresponding period in 2025 were primarily due to: our increase in resident occupancies and billing rates; the adverse impact of inflation, which resulted in increases in the cost of labor, services, energy and supplies; and our acquisitions and dispositions of investments. Additional information behind the changes in our consolidated results of operations is discussed in more detail below. See Note 3, Real Estate Investments, to our accompanying condensed consolidated financial statements for a further discussion of our acquisitions during 2026. As of March 31, 2026 and 2025, we owned and/or operated the following types of properties (dollars in thousands):

Previous wording

Our primary sources of revenue include resident fees and services revenue generated by our RIDEA properties and rent from our leased, non-RIDEA properties. For the three and nine months ended September 30, 2025 and 2024, resident fees and services revenue primarily consisted of rental fees related to resident leases, extended health care fees and other ancillary services, and real estate revenue primarily consisted of base rent and expense recoveries. The amount of revenues generated by our RIDEA properties depends principally on our ability to maintain resident occupancy rates. The amount of revenues generated by our non-RIDEA properties is dependent on our ability to maintain tenant occupancy rates of currently leased space and to lease available space at the then existing rental rates. Revenues by reportable segment consisted of the following for the periods presented below (in thousands):

Current wording

Our primary sources of revenue include resident fees and services revenue generated by our RIDEA properties and rent from our leased, non-RIDEA properties. For the three months ended March 31, 2026 and 2025, resident fees and services revenue primarily consisted of rental fees related to resident leases, extended healthcare fees and other ancillary services, and real estate revenue primarily consisted of base rent and expense recoveries. The amount of revenues generated by our RIDEA properties depends principally on our ability to maintain resident occupancy rates. The amount of revenues generated by our non-RIDEA properties is dependent on our ability to maintain tenant occupancy rates of currently leased space and to lease available space at the then existing rental rates. Revenues by reportable segment consisted of the following for the periods presented below (in thousands):

Previous wording

For our ISHC segment, we increased resident fees and services revenue by $40,093,000 and $100,386,000, respectively, for the three and nine months ended September 30, 2025, as compared to the three and nine months ended September 30, 2024, primarily due to: (i) increased resident occupancy and higher resident fees as a result of an increase in billing rates and levels of care service; (ii) an increase of $12,462,000 due to the acquisition in July 2025 of five senior housing properties included in our ISHC segment and located in Ohio and Michigan; and (iii) an increase of $4,277,000 due to the acquisition in July 2025 of four senior housing properties included in our ISHC segment and located in Kentucky.

Current wording

For our ISHC segment, we increased resident fees and services revenue by $74,051,000 for the three months ended March 31, 2026, as compared to the three months ended March 31, 2025, primarily due to: (i) increased resident occupancy, a more favorable payor mix and higher resident fees as a result of an increase in billing rates and levels of care service; (ii) an increase of $19,618,000 due to the acquisition in July 2025 of nine senior housing properties located in Ohio, Michigan and Kentucky; and (iii) an increase of $34,438,000 due to the acquisition in December 2025 of 14 senior housing properties located in Ohio, Indiana, New Mexico and North Carolina.

Previous wording

For our SHOP segment, resident fees and services revenue increased $15,131,000 and $43,168,000, respectively, for the three and nine months ended September 30, 2025, as compared to the three and nine months ended September 30, 2024, primarily due to: (i) an increase of $3,554,000 and $13,257,000, respectively, due to the acquisition of five senior housing properties in Washington in September 2024; (ii) an increase of $3,099,000 and $5,739,000, respectively, due to the acquisition of one senior housing property in Virginia in April 2025; (iii) an increase of $2,812,000 due to the acquisition of three senior housing properties in Minnesota and Idaho in the third quarter 2025; (iv) an increase of $885,000 and $2,874,000, respectively, due to the acquisition of one senior housing property in Georgia in October 2024; and (v) an increase of $3,474,000 and $10,683,000, respectively, due to increased resident occupancy and higher resident fees as a result of an increase in billing rates. In addition, SHOP revenue increased by $5,199,000 for the nine months ended September 30, 2025, as compared to the nine months ended September 30, 2024, due to the acquisition of 14 senior housing properties in Oregon in February 2024.

Current wording

For our SHOP segment, resident fees and services revenue increased $38,540,000 for the three months ended March 31, 2026, as compared to the three months ended March 31, 2025, primarily due to: (i) an increase of $3,419,000 due to the acquisition of one senior housing property in Virginia in April 2025; (ii) an increase of $3,904,000 due to the acquisition of three senior housing properties in Minnesota and Idaho in the third quarter 2025; (iii) an increase of $22,676,000 due to the acquisition of 10 senior housing properties in California, Minnesota, Pennsylvania, Utah and Wisconsin in the fourth quarter of 2025; (iv) an increase of $6,924,000 due to the acquisition of seven senior housing properties in California, Kansas and Missouri in the first quarter of 2026; and (v) increased resident occupancy and higher resident fees as a result of an increase in billing rates.

Previous wording

For our ISHC segment, total property operating expenses increased by $27,172,000 and $61,968,000, respectively, for the three and nine months ended September 30, 2025, as compared to the three and nine months ended September 30, 2024, primarily due to: (i) increased resident occupancy and levels of care services at the facilities within such segment, thereby increasing labor costs and other operating expenses; (ii) an increase of $11,589,000 due to the acquisition in July 2025 of five senior housing properties included in our ISHC segment and located in Ohio and Michigan; and (iii) an increase of $3,380,000 due to the acquisition in July 2025 of four senior housing properties included in our ISHC segment and located in Kentucky.

Current wording

For our ISHC segment, total property operating expenses increased by $55,283,000 for the three months ended March 31, 2026, as compared to the three months ended March 31, 2025, primarily due to: (i) increased resident occupancy and levels of care services at the facilities within such segment, thereby increasing labor costs and other operating expenses; (ii) an increase of $16,383,000 due to the acquisition in July 2025 of nine senior housing properties located in Ohio, Michigan and Kentucky; and (iii) an increase of $31,047,000 due to the acquisition in December 2025 of 14 senior housing properties located in Ohio, Indiana, New Mexico and North Carolina.

Previous wording

For our SHOP segment, total property operating expenses increased by $10,230,000 and $27,949,000, respectively, for the three and nine months ended September 30, 2025, as compared to the three and nine months ended September 30, 2024, primarily due to: (i) an increase of $2,898,000 and $10,275,000, respectively, due to the acquisition of five senior housing properties in Washington in September 2024; (ii) an increase of $1,696,000 and $3,093,000 due to the acquisition of one senior housing property located in Virginia in April 2025; (iii) an increase of $2,074,000 due to the acquisitions of three senior housing properties in Minnesota and Idaho in the third quarter 2025; (iv) an increase of $819,000 and $2,622,000, due to the acquisition of one senior housing property in Georgia in October 2024; and (v) an increase of $1,394,000 and $2,952,000, respectively, due to higher operating expenses as a result of increased occupancy. In addition, SHOP expenses increased by $5,117,000 for the nine months ended September 30, 2025, as compared to the nine months ended September 30, 2024, due to the acquisition of 14 senior housing properties in Oregon in February 2024.

Current wording

For our SHOP segment, total property operating expenses increased by $24,465,000 for the three months ended March 31, 2026, as compared to the three months ended March 31, 2025, primarily due to: (i) an increase of $1,857,000 due to the acquisition of one senior housing property located in Virginia in April 2025; (ii) an increase of $2,870,000 due to the acquisitions of three senior housing properties in Minnesota and Idaho in the third quarter 2025; (iii) an increase of $14,861,000 due to the acquisition of 10 senior housing properties in California, Minnesota, Pennsylvania, Utah and Wisconsin in the fourth quarter of 2025; (iv) an increase of $5,638,000 due to the acquisition of seven senior housing properties in California, Kansas and Missouri in the first quarter of 2026; and (v) increased occupancy at the facilities within such segment, which resulted in increasing labor costs from additional staffing and other operating expenses.

Previous wording

The decrease in total interest expense for the three and nine months ended September 30, 2025, as compared to the three and nine months ended September 30, 2024, was primarily due to the $8,113,000 and $26,751,000, respectively, decrease in interest expense related to a decrease in debt balances. Such decrease in debt balances was primarily a result of the payoff of our variable-rate mortgage loans payable and paydown of our variable-rate lines of credit using net proceeds raised from our equity offerings since February 2024. The decrease in total interest expense for the three months ended September 30, 2025, as compared to the three months ended September 30, 2024, was also driven by a $9,133,000 change from loss to gain in fair value of derivative financial instruments, as well as a $594,000 change from loss to gain on debt and derivative extinguishments primarily due to the early payoff of a mortgage loan payable in August 2025 that was due to mature in August 2029. The decrease in total interest expense for the nine months ended September 30, 2025, as compared to the nine months ended September 30, 2024, was also driven by a $2,180,000 decrease in amortization of debt discount/premium, as well as a $949,000 decrease in loss in fair value of derivative financial instruments.

Current wording

The decrease in total interest expense for the three months ended March 31, 2026, as compared to the three months ended March 31, 2025, was primarily due to the $2,405,000 decrease in interest expense related to a decrease in debt balances on our revolving line of credit during 2025. Such decrease was primarily a result of the paydown of our variable-rate lines of credit using net proceeds raised from our equity offerings during 2025 and cash flow from operations. The decrease in total interest expense for the three months ended March 31, 2026, as compared to the three months ended March 31, 2025, was also driven by a $2,277,000 change from loss to gain in fair value of derivative financial instruments.

Previous wording

As we continued to evaluate our properties based on their historical operating performance and our expected holding period, for the three and nine months ended September 30, 2025, we recognized an aggregate impairment charge of $3,768,000 and $38,133,000, respectively, for one and seven OM buildings, respectively. See Note 3, Real Estate Investments — Impairment of Real Estate Investments, to our accompanying condensed consolidated financial statements for a further discussion. For the three and nine months ended September 30, 2024, we did not recognize any impairment charges on real estate investments.

Current wording

As we continued to evaluate our properties based on their historical operating performance and our expected holding period, for the three months ended March 31, 2026, we recognized an impairment charge of $418,000 for one OM building. For the three months ended March 31, 2025, we determined that one of our OM buildings was impaired and recognized an impairment charge of $21,706,000. See Note 3, Real Estate Investments — Impairment of Real Estate Investments, to our accompanying condensed consolidated financial statements for a further discussion.

Previous wording

Our principal sources of liquidity are cash flows from operations, net proceeds from the issuances of equity securities, including through our 2025 ATM Offering (as defined and described at Note 12, Equity — Common Stock, to our accompanying condensed consolidated financial statements), borrowings under our lines of credit and proceeds from the dispositions of real estate investments. For the next 12 months, our principal liquidity needs are to: (i) fund property operating expenses and general and administrative expenses; (ii) meet our debt service requirements (including principal and interest); (iii) fund the acquisition of real estate investments, development activities and capital expenditures; and (iv) make distributions to our stockholders, as required for us to continue to qualify as a REIT. We believe that the sources of liquidity described above will be sufficient to satisfy our cash requirements for the next 12 months and thereafter. We do not have any material off-balance sheet arrangements that we expect would materially affect our liquidity and capital resources.

Current wording

Our principal sources of liquidity are cash flows from operations, net proceeds from the issuances of equity securities, including through the 2026 ATM Offering (as defined and described at Note 11, Equity — Common Stock, to our accompanying condensed consolidated financial statements), and borrowings under our lines of credit. For the next 12 months, our principal liquidity needs are to: (i) fund property operating expenses and general and administrative expenses; (ii) meet our debt service requirements (including principal and interest); (iii) fund the acquisition of real estate investments, development activities and capital expenditures; and (iv) make distributions to our stockholders, as required for us to continue to qualify as a REIT. We believe that the sources of liquidity described above will be sufficient to satisfy our cash requirements for the next 12 months and thereafter. We do not have any material off-balance sheet arrangements that we expect would materially affect our liquidity and capital resources.

Previous wording

A capital plan for each investment is established upon acquisition that contemplates the estimated capital needs of that investment, including costs of refurbishment, tenant improvements or other major capital expenditures. The capital plan also sets forth the anticipated sources of the necessary capital, which may include operating cash generated by the investment, capital reserves, a line of credit or other loan established with respect to the investment, other borrowings or additional equity investments from us and joint venture partners. The capital plan for each investment is adjusted through ongoing, regular reviews of our portfolio or as necessary to respond to unanticipated additional capital needs. As of September 30, 2025, we had $12,220,000 of restricted cash in loan impounds and reserve accounts to fund a portion of such capital expenditures. Based on the budget for the properties we owned as of September 30, 2025, we estimate that expenditures for capital and tenant improvements as of such date are approximately $22,686,000 for the remaining three months of 2025, although actual expenditures are predominantly discretionary and are dependent on many factors which are not presently known.

Current wording

A capital plan for each investment is established upon acquisition that contemplates the estimated capital needs of that investment, including costs of refurbishment, tenant improvements or other major capital expenditures. The capital plan also sets forth the anticipated sources of the necessary capital, which may include operating cash generated by the investment, capital reserves, a line of credit or other loan established with respect to the investment, other borrowings or additional equity investments from us and joint venture partners. The capital plan for each investment is adjusted through on-going, regular reviews of our portfolio or as necessary to respond to unanticipated additional capital needs. As of March 31, 2026, we had $11,597,000 of restricted cash in loan impounds and reserve accounts to fund a portion of such capital expenditures. Based on the budget for the properties we owned as of March 31, 2026, we estimate that expenditures for capital and tenant improvements as of such date will be approximately $71,789,000 for the remaining nine months of 2026, although actual expenditures are predominantly discretionary and are dependent on many factors which are not presently known.

Previous wording

The following table provides information with respect to: (i) the maturity and scheduled principal repayment of our secured mortgage loans payable and line of credit and term loan; (ii) interest payments on our mortgage loans payable and line of credit and term loan, excluding the effect of our interest rate swaps; (iii) operating lease obligations; and (iv) financing and other obligations as of September 30, 2025 (in thousands):

Current wording

The following table provides information with respect to: (i) the maturity and scheduled principal repayment of our secured mortgage loans payable and lines of credit and term loan; (ii) interest payments on our mortgage loans payable and lines of credit and term loan, excluding the effect of our interest rate swaps; (iii) operating lease obligations; and (iv) financing and other obligations as of March 31, 2026 (in thousands):

Previous wording

Subsequent to September 30, 2025, we entered into a credit agreement regarding a senior secured revolving credit facility with an aggregate maximum principal amount of $50,000,000, or the 2025 Trilogy Credit Facility. See Note 19, Subsequent Event, to our accompanying condensed consolidated financial statements for a further discussion.

Current wording

As of March 31, 2026, we were party to a credit agreement, as amended, with an aggregate maximum principal amount up to $1,150,000,000, or the 2024 Credit Facility. On April 1, 2026, we, through our operating partnership, entered into an amendment to the 2024 Credit Facility, which increased the aggregate maximum principal amount of such facility to $1,350,000,000, or the 2026 Credit Facility. In addition, we are party to an agreement regarding a senior secured revolving credit facility with an aggregate maximum principal amount of $50,000,000, or the 2025 Trilogy Credit Facility. See Note 8, Lines of Credit and Term Loan, and Note 18, Subsequent Event — 2026 Credit Facility, to our accompanying condensed consolidated financial statements for a further discussion.

Previous wording

As of September 30, 2025, we are party to a credit agreement, as amended, with an aggregate maximum principal amount up to $1,150,000,000, or the 2024 Credit Facility. See Note 8, Lines of Credit and Term Loan, to our accompanying condensed consolidated financial statements for a further discussion. As of September 30, 2025, our borrowing capacity under the 2024 Credit Facility was $1,150,000,000, our borrowings outstanding under such credit facility was $550,000,000, and we had $600,000,000 available on such facility. We believe that such resource will be sufficient to satisfy our cash requirements for the next 12 months and the longer term thereafter.

Current wording

As of March 31, 2026, our aggregate borrowing capacity under the 2024 Credit Facility and the 2025 Trilogy Credit Facility was $1,200,000,000. As of March 31, 2026, our aggregate borrowings outstanding under such credit facilities was $550,000,000, and we had $650,000,000 available on such facilities. We believe that such resources will be sufficient to satisfy our cash requirements for the next 12 months and the longer term thereafter.

Previous wording

For the nine months ended September 30, 2025 and 2024, cash flows from operating activities were primarily related to property operations, offset by payments of general and administrative expenses and interest payments on our outstanding indebtedness. In general, cash flows from operating activities are affected by the timing of cash receipts and payments, and have increased since 2024 primarily due to improved resident occupancy and expense management at our properties operated under a RIDEA structure. The increase in net cash provided by operating activities for the nine months ended September 30, 2025, as compared to the nine months ended September 30, 2024, was primarily driven by the increase in operating performance of our real estate investments in our ISHC and SHOP segments, as well as a decrease in interest paid on our outstanding indebtedness as a result of mortgage loan payoffs and paydowns on our lines of credit using net proceeds from our equity offerings in 2024 and 2025. See the “Results of Operations” section above for a further discussion.

Current wording

For the three months ended March 31, 2026 and 2025, cash flows from operating activities were primarily related to property operations, offset by payments of general and administrative expenses and interest payments on our outstanding indebtedness. In general, cash flows from operating activities are affected by the timing of cash receipts and payments, and have increased since 2025 primarily due to improved resident occupancy, an increase in billing rates and expense management at our properties operated under a RIDEA structure, as well as a decrease in interest paid on our outstanding indebtedness as a result of mortgage loan payoffs and paydowns on our lines of credit using net proceeds from our equity offerings in 2025. See the “Results of Operations” section above for a further discussion.

Previous wording

For the nine months ended September 30, 2025, as compared to the nine months ended September 30, 2024, the increase in net cash used in investing activities was primarily due to a $288,294,000 increase in cash paid to acquire real estate investments and a $18,173,000 increase in developments and capital expenditures, partially offset by a $32,053,000 increase in proceeds from dispositions of real estate investments.

Current wording

For the three months ended March 31, 2026, as compared to the three months ended March 31, 2025, the increase in net cash used in investing activities was primarily due to a $149,495,000 increase in cash paid to acquire real estate investments and a $17,136,000 increase in developments and capital expenditures.

Previous wording

For the nine months ended September 30, 2025, as compared to the nine months ended September 30, 2024, the increase in net cash provided by financing activities was primarily due to a $624,696,000 decrease in net payments on our lines of credit and mortgage loans payable primarily using the net proceeds from equity offerings, a $65,171,000 decrease in the payment of offering costs and a $7,961,000 decrease in deferred financing costs paid. Further, in 2024, we paid $258,001,000 to purchase the noncontrolling interest in Trilogy REIT Holdings LLC held by a joint venture partner, and paid $36,083,000 to redeem certain equity interests owned in Trilogy Investors, LLC. Such amounts were partially offset by a $764,460,000 decrease in gross equity offering proceeds and a $38,075,000 increase in distributions paid.

Current wording

For the three months ended March 31, 2026, as compared to the three months ended March 31, 2025, the change from net cash used in financing activities to net cash provided by financing activities was primarily due to a $143,886,000 increase in gross equity offering proceeds and a $21,996,000 decrease in net payments on our lines of credit and mortgage loans payable primarily using the net proceeds from equity offerings. Such amounts were partially offset by a $7,819,000 increase in payments to taxing authorities in connection with common stock directly withheld from employees and a $7,274,000 increase in distributions paid.

Previous wording

Our board shall authorize distributions, if any, on a quarterly basis, in such amounts as our board shall determine, and each quarterly record date for the purposes of such distributions shall be determined and authorized by our board in the last month of each calendar quarter until such time as our board changes our distribution policy. Our board has authorized a quarterly distribution equal to $0.25 per share to holders of our common stock, which we expect will continue to be paid in the future, though we cannot guarantee that our distributions will continue at the current value or at all. Such quarterly distributions were equal to an annualized distribution rate of $1.00 per share and paid in cash, only from legally available funds.

Current wording

Our board of directors, or our board, shall authorize distributions, if any, on a quarterly basis, in such amounts as our board shall determine, and each quarterly record date for the purposes of such distributions shall be determined and authorized by our board in the last month of each calendar quarter until such time as our board changes our distribution policy. Our board has authorized a quarterly distribution equal to $0.25 per share to holders of our common stock, which we expect will continue to be paid in the future, though we cannot guarantee that our distributions will continue at the current value or at all. Such quarterly distributions were equal to an annualized distribution rate of $1.00 per share and paid in cash, only from legally available funds.

Previous wording

For a discussion of our lines of credit and term loan, see Note 8, Lines of Credit and Term Loan, and Note 19, Subsequent Event, to our accompanying condensed consolidated financial statements.

Current wording

For a discussion of our lines of credit and term loan, see Note 8, Lines of Credit and Term Loan, and Note 18, Subsequent Event — 2026 Credit Facility, to our accompanying condensed consolidated financial statements.

Previous wording

A significant liquidity need is the payment of principal and interest on our outstanding indebtedness. As of September 30, 2025, we had $991,012,000 of fixed-rate mortgage loans payable outstanding secured by our properties. As of September 30, 2025, we had $550,000,000 outstanding, and $600,000,000 remained available under our line of credit. The weighted average effective interest rate on our outstanding debt, factoring in our interest rate swaps, was 4.34% per annum as of September 30, 2025. See Note 7, Mortgage Loans Payable, and Note 8, Lines of Credit and Term Loan, to our accompanying condensed consolidated financial statements.

Current wording

A significant liquidity need is the payment of principal and interest on our outstanding indebtedness. As of March 31, 2026, we had $980,045,000 of fixed-rate mortgage loans payable outstanding secured by our properties. As of March 31, 2026, we had $550,000,000 outstanding, and $650,000,000 remained available under our lines of credit. The weighted average effective interest rate on our outstanding debt, factoring in our interest rate swaps, was 4.14% per annum as of March 31, 2026. See Note 7, Mortgage Loans Payable, and Note 8, Lines of Credit and Term Loan, to our accompanying condensed consolidated financial statements.

Previous wording

We are required by the terms of certain loan documents to meet various financial and non-financial covenants, such as leverage ratios, net worth ratios, debt service coverage ratios and fixed charge coverage ratios. As of September 30, 2025, we were in compliance with all such covenants and requirements on our mortgage loans payable and our line of credit and term loan. If any future covenants are violated, we anticipate seeking a waiver or amending the debt covenants with the lenders when and if such event should occur. However, there can be no assurances that management will be able to effectively achieve such plans.

Current wording

We are required by the terms of certain loan documents to meet various financial and non-financial covenants, such as leverage ratios, net worth ratios, debt service coverage ratios and fixed charge coverage ratios. As of March 31, 2026, we were in compliance with all such covenants and requirements on our mortgage loans payable and our lines of credit and term loan. If any future covenants are violated, we anticipate seeking a waiver or amending the debt covenants with the lenders when and if such event should occur. However, there can be no assurances that management will be able to effectively achieve such plans.

Previous wording

We define FFO, a non-GAAP financial measure, consistent with the standards established by the White Paper on funds from operations approved by the Board of Governors of NAREIT, or the White Paper. The White Paper defines funds from operations as net income (loss) computed in accordance with GAAP, excluding gains or losses from sales of certain real estate assets, gains or losses upon consolidation of a previously held equity interest, and impairment writedowns of certain real estate assets and investments, plus depreciation and amortization related to real estate, and after adjustments for unconsolidated partnerships and joint ventures. While impairment charges are excluded from the calculation of FFO as described above, investors are cautioned that impairments are based on estimated future undiscounted cash flows. Adjustments for unconsolidated partnerships and joint ventures are calculated to reflect funds from operations. Our FFO calculation complies with NAREIT’s policy described above.

Current wording

Our FFO calculation complies with NAREIT’s policy, under which we define FFO, a non-GAAP financial measure, as net income (loss) computed in accordance with GAAP, excluding gains or losses from sales of certain real estate assets, gains or losses upon consolidation of a previously held equity interest, and impairment writedowns of certain real estate assets and investments, plus depreciation and amortization related to real estate, and after adjustments for unconsolidated partnerships and joint ventures. Adjustments for unconsolidated partnerships and joint ventures are calculated to reflect funds from operations.

Previous wording

However, FFO and Normalized FFO should not be construed to be more relevant or accurate than the current GAAP methodology in calculating net income (loss) as an indicator of our operating performance, GAAP cash flows from operations as an indicator of our liquidity or indicative of funds available to fund our cash needs, including our ability to make distributions to our stockholders. The method utilized to evaluate the value and performance of real estate under GAAP should be construed as a more relevant measure of operational performance and considered more prominently than the non-GAAP FFO and Normalized FFO measures and the adjustments to GAAP in calculating FFO and Normalized FFO. Presentation of this information is intended to provide useful information to investors, industry analysts and management as they compare the operating performance used by the REIT industry, although it should be noted that not all REITs calculate funds from operations and normalized funds from operations the same way, so comparisons with other REITs may not be meaningful. FFO and Normalized FFO should be reviewed in conjunction with other measurements as an indication of our performance. None of the SEC, NAREIT, or any other regulatory body has passed judgment on the acceptability of the adjustments that we use to calculate FFO or Normalized FFO. In the future, the SEC, NAREIT, or another regulatory body may decide to standardize the allowable adjustments across the REIT industry and we would have to adjust our calculation and characterization of FFO or Normalized FFO.

Current wording

However, FFO and Normalized FFO should not be construed to be more relevant or accurate than the current GAAP methodology in calculating net income (loss) as an indicator of our operating performance, GAAP cash flows from operations as an indicator of our liquidity or indicative of funds available to fund our cash needs, including our ability to make distributions to our stockholders. The method utilized to evaluate the value and performance of real estate under GAAP should be construed as a more relevant measure of operational performance and considered more prominently than the non-GAAP FFO and Normalized FFO measures and the adjustments to GAAP in calculating FFO and Normalized FFO. Presentation of this information is intended to provide useful information to investors, industry analysts and management as they compare the operating performance used by the REIT industry, although it should be noted that not all REITs calculate funds from operations and normalized funds from operations the same way, so comparisons with other REITs may not be meaningful. FFO and Normalized FFO should be reviewed in conjunction with other measurements as an indication of our performance. None of the SEC, NAREIT, or any other regulatory body has passed judgment on the acceptability of the adjustments that we use to calculate FFO or Normalized FFO.

Previous wording

For a discussion of a subsequent event, see Note 19, Subsequent Event, to our accompanying condensed consolidated financial statements.

Current wording

For a discussion of a subsequent event, see Note 18, Subsequent Event — 2026 Credit Facility, to our accompanying condensed consolidated financial statements.