Skip to main content

National Healthcare Properties, Inc.

For the period ended Sep 30, 2025. Filed Nov 5, 2025.

View on SEC.gov

About this filing

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

Sep 30, 2025 · Filed Nov 5, 2025

NHP$15.24+0.2%Stored close · as of Nov 6, 2026

What changed in Management’s Discussion and Analysis?

Read the current filing

Previous report: 10-Q

Period ended 2025-06-30; filed 2025-08-05.

0001561032-25-000019

Item 2. Management's Discussion and Analysis of Financial Condition and Results of Operations

Current report: 10-Q

Period ended 2025-09-30; filed 2025-11-05.

0001561032-25-000032

Item 2. Management's Discussion and Analysis of Financial Condition and Results of Operations

The 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 176 previous paragraphs and 179 current paragraphs.

104 unchanged; 52 reworded; 20 added; 18 removed; 2 previous and 3 current paragraphs rearranged.

Tables are not compared: 14 previous and 14 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 (20)

Current report

(1)Includes one land parcel for both the three months ended September 30, 2025 and 2024.

Current report

We recorded $6.6 million of impairment charges during the three months ended September 30, 2025. This impairment was recorded to reduce the carrying value of two SHOPs and two OMFs to their estimated fair value.

Current report

We recorded $8.8 million of impairment charges during the three months ended September 30, 2024. This impairment was recorded to reduce the carrying value of a held-for-use OMFto its estimated fair value.

Current report

Acquisition and transaction related expenses decreased by$5.1 million to$0.1 million for the three months ended September 30, 2025 from $5.2 million for the three months ended September 30, 2024, primarily due to advisory, legal and other professional costs and non-recurring employee transition expenses directly related to the Internalization incurred in 2024.

Current report

Gain on sale of real estate investments decreased by$1.0 million to $0.6 million for the three months ended September 30, 2025 from $1.6 million for the three months ended September 30, 2024, primarily due to the disposal of seven OMFs, one SHOP and one land parcel for an aggregate contract sales price of $79.3 million and an aggregate gain on sale of $1.6 million in 2024.

Current report

Allocation for preferred stock decreased by$0.1 million to $3.3 million for the three months ended September 30, 2025 from $3.5 million for the three months ended September 30, 2024. The decrease is due to repurchases of our preferred stock during the three months ended September 30, 2025.

Current report

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

Current report

The following table presents the revenue and property operating and maintenance expense and the period to period change within our SHOP segment for the nine months ended September 30, 2025 and 2024:

Current report

(1)Includes one land parcel for both the nine months ended September 30, 2025 and 2024,.

Current report

We recorded $11.5 million of impairment charges during the nine months ended September 30, 2024 on two OMFs and one SHOP which were disposed in the nine months ended September 30, 2024.

Current report

Acquisition and transaction related expenses decreased by $5.0 million to $0.6 million for the nine months ended September 30, 2025 compared to $5.7 million for the nine months ended September 30, 2024. The decrease isprimarily due to advisory, legal and other professional costs and non-recurring employee transition expenses directly related to the Internalization incurred in 2024.

Current report

During thenine months ended September 30, 2025, we disposed of 15 held-for-use OMFs and four SHOPs (three held-for-use and one held-for-sale) for an aggregate contract sales price of $191.6 million and recorded an an aggregate gain on sale of$28.3 million.

Current report

During the nine months ended September 30, 2024, we disposed of seven OMFs, two SHOPs and one land parcel for an aggregate contract sales price of $82.6 million and recorded an aggregate gain on sale of $1.4 million.

Current report

Allocation for preferred stock decreased by $0.2 million to $10.2 million for the nine months ended September 30, 2025 from $10.4 million for the nine months ended September 30, 2024. The decrease is due to repurchases of our preferred stock during the nine months ended September 30, 2025.

Current report

Dispositions — Three and Nine Months Ended September 30, 2025

Current report

Subsequent to September 30, 2025, we disposed of one SHOP in Georgia for a contract sales price of $6.3 million. As of September 30, 2025, the SHOPwas classified as held-for-sale.
Removed paragraphs (18)

Previous report

(1)Inclusive of leases signed but not yet commenced as of June 30, 2025.

Previous report

(1)Includes one and two land parcels for the three months ended June 30, 2025 and 2024, respectively.

Previous report

Acquisition and transaction related expenses were relatively consistent for the three months ended June 30, 2025 and 2024.

Previous report

During the three months ended June 30, 2025, we disposed of three held-for-use OMFs and three held-for-use SHOPs for an aggregate contract sales price of $21.4 million. These dispositions resulted in an aggregate gain on sale of $2.7 million. During the three months ended June 30, 2024 we disposed of one SHOP for a contract sales price of $3.3 million and recorded a loss on sale of $0.2 million.

Previous report

Allocation for preferred stock was $3.4 million for each of the three months ended June 30, 2025 and 2024. These amounts represent the allocation of our net loss that is attributable to holders of Series A Preferred Stock and Series B Preferred Stock.

Previous report

The following table presents the revenue and property operating and maintenance expense and the period to period change within our SHOP segment for the six months ended June 30, 2025 and 2024:

Previous report

(1)Includes one and two land parcels for the six months ended June 30, 2025 and 2024, respectively.

Previous report

Acquisition and transaction related expenses were relatively flat for the six months ended June 30, 2025 and 2024.

Previous report

During thesix months ended June 30, 2025, we disposed of 15 held-for-use OMFs and three held-for-use SHOPs for an aggregate contract sales price of $$189.8 million. These dispositions resulted in a gain on sale of$27.6 million.

Previous report

Allocation for preferred stock was $6.8 million for the six months ended June 30, 2025 and $6.9 million for the six months ended June 30, 2024. These amounts represent the allocation of our net loss that is attributable to holders of Series A Preferred Stock and Series B Preferred Stock.

Previous report

We have three interest rate caps with a notional amount of $138.5 million which mature in July 2025, which represents the next maturing interest rate caps.

Previous report

We disposed of three held-for-use OMFs and three held-for-use SHOPs during the three months ended June 30, 2025 for an aggregate contract sales price of $21.4 million. These dispositions resulted in an aggregate gain on sale of $2.7 million, which is presented in our consolidated statements of operations and comprehensive loss for the three months ended June 30, 2025.

Previous report

Subsequent to June 30, 2025, we disposed ofone SHOPfor thecontract sales price of $1.8 million.
Reworded paragraphs (52)

Previous wording

We are a real estate investment trust (“REIT”) for U.S. federal income tax purposes. We acquire, own and manage a diversified portfolio of healthcare-related real estate focused on outpatient medical facilities (“OMFs”) and senior housing operating properties (“SHOPs”). As of June 30, 2025, we owned 175 properties (including one land parcel) located in 30 states and comprised of 7.3 million rentable square feet.

Current wording

We are a real estate investment trust (“REIT”) for U.S. federal income tax purposes. We acquire, own and manage a diversified portfolio of healthcare-related real estate focused on outpatient medical facilities (“OMFs”) and senior housing operating properties (“SHOPs”). As of September 30, 2025, we owned 174 properties (including one land parcel and one property classified as held-for-sale) located in 30 states and comprised of 7.3 million rentable square feet.

Previous wording

Substantially all of our business is conducted through the OP and its wholly-owned subsidiaries. Prior to consummation of the Internalization on September 27, 2024, our former Advisor managed our day-to-day business with the assistance of our property manager, Healthcare Trust Properties, LLC (the “Property Manager”); the Advisor and Property Manager were under common control with AR Global Investments, LLC (the “Advisor Parent”) and these related parties received compensation and fees for providing services to us. In connection with the Internalization, we internalized our advisory and property management functions with our own dedicated workforce; the Property Manager became our wholly-owned subsidiary as a result of the Internalization (See Note 1 - Organization and Note 9 — Related Party Transactions and Arrangements to our consolidated financial statements in this Quarterly Report on Form 10-Q).

Current wording

Substantially all of our business is conducted through the OP and its wholly-owned subsidiaries. Prior to consummation of the Internalization on September 27, 2024, our former Advisor managed our day-to-day business with the assistance of our property manager, Healthcare Trust Properties, LLC (the “Property Manager”); the former Advisor and Property Manager were under common control with AR Global Investments, LLC (the “Advisor Parent”) and these related parties received compensation and fees for providing services to us. In connection with the Internalization, we internalized our advisory and property management functions with our own dedicated workforce; the Property Manager became our wholly-owned subsidiary as a result of the Internalization (See Note 1 - Organization and Note 9 — Related Party Transactions and Arrangements to our consolidated financial statements in this Quarterly Report on Form 10-Q).

Previous wording

We operate in two reportable business segments for management and financial reporting purposes: OMFs and SHOPs. All of our properties across both business segments are located throughout the United States. In our OMF operating segment, we own, manage and lease single- and multi-tenant OMFs where tenants are generally required to pay their pro rata share of property operating expenses, which may be subject to expense exclusions and floors, in addition to base rent. Our Property Manager or third-party managers manage our OMFs. In our SHOP segment, we invest in seniors housing properties through the REIT Investment Diversification and Empowerment Act of 2007 structure. As of June 30, 2025, we had four eligible independent contractors operating 41 SHOPs.

Current wording

We operate in two reportable business segments for management and financial reporting purposes: OMFs and SHOPs. All of our properties across both business segments are located throughout the United States. In our OMF operating segment, we own, manage and lease single- and multi-tenant OMFs where tenants are generally required to pay their pro rata share of property operating expenses, which may be subject to expense exclusions and floors, in addition to base rent. Our Property Manager or third-party managers manage our OMFs. In our SHOP segment, we invest in seniors housing properties through the REIT Investment Diversification and Empowerment Act of 2007 structure. As of September 30, 2025, we had four eligible independent contractors operating 39 SHOPs.

Previous wording

(4)Includes one parcel of land. As of June 30, 2025, we had 3,784 rentable units in our SHOP segment. The SHOP segment excludes one closed SHOP with 39 rentable units.

Current wording

(4)Includes one parcel of land. As of September 30, 2025, we had 3,730 rentable units in our SHOP segment. The SHOP segment excludes one vacant SHOP property.

Previous wording

Net loss attributable to common stockholders was $24.2 million and $119.9 million, respectively, for the three months ended June 30, 2025, and 2024. The following table shows our results of operations for the three months ended June 30, 2025 and 2024 and the period to period change by line item of the consolidated statements of operations:

Current wording

Net loss attributable to common stockholders was $15.9 million and $44.1 million, respectively, for the three months ended September 30, 2025 and 2024. The following table shows our results of operations for the three months ended September 30, 2025 and 2024 and the period to period change by line item of the consolidated statements of operations:

Previous wording

The OMF net operating income (“NOI”) decrease for the three months ended June 30, 2025 over the same period in 2024 was primarily driven by the disposition of 27 OMFs subsequent to June 30, 2024, which was partially offset by positive trends in revenue driven by occupancy gains. (See Note 15 - Segment Reporting to our consolidated financial statements in this Quarterly Report on Form 10-Q for additional information on our presentation of NOI for the segments).

Current wording

The OMF net operating income (“NOI”) decrease for the three months ended September 30, 2025 over the same period in 2024 was primarily driven by OMF dispositions subsequent to September 30, 2024, which was partially offset by increased expense recovery from tenants (See Note 15 - Segment Reporting to our consolidated financial statements in this Quarterly Report on Form 10-Q for additional information on our presentation of NOI for the segments).

Previous wording

The SHOP NOI increase for the three months ended June 30, 2025 over the same period in 2024 was primarily due to positive trends in revenue driven by occupancy gains, partially offset by higher operating expenses in 2025, and the disposition of three SHOPs subsequent to June 30, 2024.

Current wording

The SHOP NOI increase for the three months ended September 30, 2025 over the same period in 2024 was primarily due to positive trends in revenue driven by occupancy gains and lower insurance expenses in 2025, which were partially offset by dispositions subsequent to September 30, 2024.

Previous wording

We recorded $15.2 million of impairment charges during the three months ended June 30, 2025, related primarily to a held-for-use SHOP ($14.1 million). This property was impaired to its contractual sales price as determined by its purchase and sale agreement and is expected to be sold. See Note 3 — Real Estate Investments, Net to our consolidated financial statements in this Quarterly Report on Form 10-Q for additional information on the impairment charges.

Current wording

See Note 3 — Real Estate Investments, Net to our consolidated financial statements in this Quarterly Report on Form 10-Q for additional information on the impairment charges.

Previous wording

We recorded $98.2 million of termination fees to related parties in the six months ended June 30, 2024 as a result of our termination of the advisory agreement with the Advisor and transition to self-management through the Internalization.

Current wording

We recorded$8.4 million of termination fees to related parties in the three months ended September 30, 2024 as a result of our termination of the advisory agreement with the former Advisor and our transition to self-management through the Internalization.

Previous wording

General and administrative expenses increased by $0.7 million to $5.4 million for the three months ended June 30, 2025 from $4.7 million for the three months ended June 30, 2024, primarily due to thestock-based compensation incurred in the three months ended June 30, 2025.

Current wording

General and administrative expenses increased by $0.2 million to $5.7 million for the three months ended September 30, 2025 from $5.5 million for the three months ended September 30, 2024, primarily due to thestock-based compensation expense incurred in the three months ended September 30, 2025. This increase was partially offset by lower professional fees for the three months ended September 30, 2025.

Previous wording

Depreciation and amortization expense decreased by$3.4 million to $18.5 million for the three months ended June 30, 2025 from $21.9 million for the three months ended June 30, 2024. The decrease was primarily attributable to property dispositions subsequent to the second quarter of 2024.

Current wording

Depreciation and amortization expense decreased by$2.7 million to $18.0 million for the three months ended September 30, 2025 from $20.7 million for the three months ended September 30, 2024. The decrease was primarily attributable to property dispositions subsequent to the third quarter of 2024.

Previous wording

Interest expense decreased by $1.9 million to $15.8 million for the three months ended June 30, 2025 from $17.8 million for the three months ended June 30, 2024. The decrease in interest expense was mainly due to lower average balances of our indebtedness and lower weighted average interest rates during the three months ended June 30, 2025, as compared to the three months ended June 30, 2024.

Current wording

Interest expense decreased by $2.9 million to $15.1 million for the three months ended September 30, 2025 from $18.0 million for the three months ended September 30, 2024. The decrease in interest expense was mainly due to lower average balances of our indebtedness during the three months ended September 30, 2025, as compared to the three months ended September 30, 2024.

Previous wording

Interest and other income includes income from our investment securities and interest income earned on cash and cash equivalents held during the period. Interest and other income was decreased by $0.2 million to $0.2 millionfor the three months ended June 30, 2025 from $0.5 million for the three months ended June 30, 2024. This decrease isdue to excess insurance reimbursement in June 30, 2024, partially offset by higher interest rates on, and balances of, our cash accounts duringthe three months ended June 30, 2025.

Current wording

Interest and other income includes income from our investment securities and interest income earned on cash and cash equivalents held during the period. Interest and other income decreased by $0.3 million to $0.3 millionfor the three months ended September 30, 2025 from $0.5 million for the three months ended September 30, 2024. This decrease isdue to excess insurance reimbursement in September 30, 2024, partially offset by higher interest rates on, and balances of, our cash accounts duringthe three months ended September 30, 2025.

Previous wording

The gain (loss) in the three months ended June 30, 2025 and 2024 on non-designated derivative instruments related to interest rate caps that are designed to protect us from adverse interest rate changes in connection with our credit facilities, which have floating interest rates. The relevant amounts in each period represent the change in value and any cash received on the non-designated derivatives.

Current wording

The gain (loss) in the three months ended September 30, 2025 and 2024 on non-designated derivative instruments related to interest rate caps that are designed to protect us from adverse interest rate changes in connection with our Fannie Mae Secured Debt, which have floating interest rates. The relevant amounts in each period represent the change in value and any cash received on the non-designated derivatives.

Previous wording

Income taxes generally relate to our SHOPs, which are leased to our TRS. We recorded an income tax expense of approximately $0.1 million for the three months ended June 30, 2024. Income tax expense for the three months ended June 30, 2025 was not material.

Current wording

Income taxes generally relate to our SHOPs, which are leased to our TRS. We recorded an income tax benefit of approximately $0.1 million for the three months ended September 30, 2025. Income tax benefit for the three months ended September 30, 2024 was not material.

Previous wording

Net loss attributable to common stockholders was $29.2 million and $138.9 million, respectively, for the six months ended June 30, 2025 and 2024. The following table shows our results of operations for the six months ended June 30, 2025 and 2024 and the period to period change by line item of the consolidated statements of operations:

Current wording

Net loss attributable to common stockholders was $45.1 million and $183.1 million, respectively, for the nine months ended September 30, 2025 and 2024. The following table shows our results of operations for the nine months ended September 30, 2025 and 2024 and the period to period change by line item of the consolidated statements of operations:

Previous wording

The following table presents the revenue and property operating and maintenance expense and the period to period change within our OMF segment for the six months ended June 30, 2025 and 2024:

Current wording

The following table presents the revenue and property operating and maintenance expense and the period to period change within our OMF segment for the nine months ended September 30, 2025 and 2024:

Previous wording

The OMF NOI decrease for the six months ended June 30, 2025 over the same period in 2024 was primarily driven by the disposition of 27 OMFs subsequent to June 30, 2024, which was partially offset by positive trends in revenue driven by occupancy gains.

Current wording

The OMF NOI decrease for the nine months ended September 30, 2025 over the same period in 2024 was primarily driven by OMF dispositions subsequent to September 30, 2024, which was partially offset by increased expense recovery from tenants.

Previous wording

The SHOP NOI increase for the six months ended June 30, 2025 over the same period in 2024 was primarily due to positive trends in revenue driven by occupancy gains, partially offset by higher operating expenses in 2025 and the disposition of three SHOPs subsequent to June 30, 2024.

Current wording

The SHOP NOI increase for the nine months ended September 30, 2025 over the same period in 2024 was primarily due to positive trends in revenue driven by occupancy gains and lower insurance expenses in 2025, which were partially offset by dispositions subsequent to September 30, 2024.

Previous wording

We recorded $27.1 million of impairment charges during the six months ended June 30, 2025 on three held-for-use SHOPs and two OMFs. These properties were impaired to their contractual sales price as determined by their purchase and sale agreements. Three of the properties have been sold and the remaining are expected to be sold. We recorded $2.7 million of impairment charges during the six months ended June 30, 2024 on one held-for-use SHOP and one held-for-use OMF.

Current wording

We recorded $33.8 million of impairment charges during the nine months ended September 30, 2025 on five SHOPs and four OMFs. These properties were impaired to their contractual sales price as determined by their purchase and sale agreements or estimated fair value.

Previous wording

See Note 3 — Real Estate Investments, Net to our consolidated financial statements in this Quarterly Report on Form 10-Q for additional information on the impairment charges for the six months ended June 30, 2025 and 2024.

Current wording

See Note 3 — Real Estate Investments, Net to our consolidated financial statements in this Quarterly Report on Form 10-Q for additional information on the impairment charges for the nine months ended September 30, 2025 and 2024.

Previous wording

Operating fees to these related parties were $12.8 million for the six months ended June 30, 2024. No operating fees to related parties were incurred during the six months ended June 30, 2025 as a result of the Internalization.

Current wording

Operating fees to these related parties were $19.2 million for the nine months ended September 30, 2024. No operating fees to related parties were incurred during the nine months ended September 30, 2025 as a result of the Internalization.

Previous wording

General and administrative expenses decreased by $0.8 million to $10.6 million for the six months ended June 30, 2025 compared to $11.4 million for the six months ended June 30, 2024. The decrease in general and administrative expenses was primarily due to $0.7 million of severance payments incurred in the six months ended June 30, 2024 made to former employees of the Former Advisor and savings in professional fees and insurance in the six months ended June 30, 2025. This was partially offset bythe stock-based compensation incurred in the six months ended June 30, 2025.

Current wording

General and administrative expenses decreased by $1.3 million to $15.6 million for the nine months ended September 30, 2025 compared to $16.9 million for the nine months ended September 30, 2024. The decrease in general and administrative expenses was primarily due to $0.7 million of severance payments incurred in the nine months ended September 30, 2024 made to employees of the former Advisor and lower professional fees in the nine months ended September 30, 2025. This was partially offset bythe stock-based compensation incurred in the nine months ended September 30, 2025.

Previous wording

Depreciation and amortization expense decreased by $0.4 million to $42.2 million for thesix months ended June 30, 2025 as compared with $42.7 million for thesix months ended June 30, 2024. The decrease was primarily attributable to property dispositions subsequent to the second quarter of 2024, which was partly offset by amortization of deferred leasing commissions.

Current wording

Depreciation and amortization expense decreased by $3.1 million to $60.3 million for thenine months ended September 30, 2025 as compared with $63.4 million for thenine months ended September 30, 2024. The decrease was primarily attributable to property dispositions subsequent to the third quarter of 2024, which was partly offset by amortization of deferred leasing commissions.

Previous wording

Interest expense decreased by $3.8 million to $30.4 million for the six months ended June 30, 2025 from $34.1 million for the six months ended June 30, 2024. The decrease in interest expense was mainly due to lower average balances of our indebtedness and lower weighted average interest rates during the six months ended June 30, 2025 as compared to the six months ended June 30, 2024.

Current wording

Interest expense decreased by $6.7 million to $45.4 million for the nine months ended September 30, 2025 from $52.1 million for the nine months ended September 30, 2024. The decrease in interest expense was mainly due to lower average balances of our indebtedness nine months ended September 30, 2025 as compared to the nine months ended September 30, 2024.

Previous wording

Interest and other income includes income from our investment securities and interest income earned on cash and cash equivalents held during the period. Interest and other income decreased by $0.3 million to $0.2 million for the six months ended June 30, 2025 from $0.5 million. This decrease isdue to excess insurance reimbursement in June 30, 2024, partially offset by higher interest rates on, and balances of, our cash accounts.

Current wording

Interest and other income includes income from our investment securities and interest income earned on cash and cash equivalents held during the period. Interest and other income decreased by $0.6 million to $0.5 million for the nine months ended September 30, 2025 from $1.1 million. This decrease isdue to excess insurance reimbursement in September 30, 2024.

Previous wording

We recorded a $0.3 million gain on extinguishment of debt the three months ended June 30, 2025 in connection with the repayment of a loan prior to maturity relating to the sale of a property.

Current wording

We recorded a $0.3 million gain on extinguishment of debt the nine months ended September 30, 2025 in connection with the repayment of a loan prior to maturity relating to the sale of a property.

Previous wording

Gain on non-designated derivative instruments for the six months ended June 30, 2025 and 2024 related to interest rate caps that are designed to protect us from adverse interest rate changes in connection with the Fannie Mae Master Credit Facilities, which have floating interest rates.

Current wording

Gain on non-designated derivative instruments for the nine months ended September 30, 2025 and 2024 related to interest rate caps that are designed to protect us from adverse interest rate changes in connection with the Fannie Mae Secured Debt, which have floating interest rates.

Previous wording

Income taxes generally relate to our SHOPs, which are leased to our TRS. We recorded an income tax expense of approximately $0.1 million for the six months ended June 30, 2024. Income tax expense for the six months ended June 30, 2025 was not material.

Current wording

Income taxes generally relate to our SHOPs, which are leased to our TRS. We recorded an income tax expense of approximately $0.1 million for both nine months ended September 30, 2025 and 2024.

Previous wording

The following table presents a reconciliation of our net cash provided by operations from our net loss for the six months ended June 30, 2025 and 2024:

Current wording

The following table presents a reconciliation of our net cash provided by operations from our net loss for the nine months ended September 30, 2025 and 2024:

Previous wording

Cash flows provided by operating activities decreased by $22.1 million during the six months ended June 30, 2025 compared to the same period in 2024, primarily due to full repayment of the $30.3 million promissory note issued to the Advisor Parent in connection with the Internalization, which was repaid in full in January 2025. This was partially offset by a lower net loss in 2025 due to higher NOI generated by our properties.

Current wording

Cash flows provided by operating activities increased by $83.3 million during the nine months ended September 30, 2025 compared to the same period in 2024, primarily due to payments to the former Advisor Parent including partial repayment of the promissory note issued in connection with the Internalization (the “Promissory Note”) of $76.4 million in 2024.

Previous wording

Cash flows provided by investing activities increased by $91.7 million during the six months ended June 30, 2025 compared to the same period in 2024, primarily due to proceeds from the sale of 15 held-for-use OMFs during thesix months ended June 30, 2025.

Current wording

Cash flows provided by investing activities increased by $14.6 million during the nine months ended September 30, 2025 compared to the same period in 2024, primarily due to proceeds from the sale of 15 held-for-use OMFs and four held-for-use SHOPs during thenine months ended September 30, 2025 and lower costs incurred relating to property acquisitions in 2025.

Previous wording

Cash flows used in financing activities decreased by $30.2 million during the six months ended June 30, 2025 compared to the same period in 2024, primarily due to the full repayment of the OMF Warehouse Facility for $21.7 million and preferred stock repurchases of $1.7 million in 2025 under our preferred stock repurchase program discussed below.

Current wording

Cash flows used in financing activities decreased by $63.0 million during the nine months ended September 30, 2025 compared to the same period in 2024, primarily due to the incurrence of the $30.3 million balance on the Promissory Note in 2024, full repayment of the OMF Warehouse Facility for $21.7 million in 2025 and preferred stock repurchases of $4.5 million in 2025 under our preferred stock repurchase program discussed below.

Previous wording

We expect to fund our future short-term operating liquidity requirements, including distributions to holders of Series A Preferred Stock and Series B Preferred Stock, through a combination of current cash on hand, net cash provided by our operating activities, potential future advances under our Fannie Mae Master Credit Facilities, net cash provided by our property dispositions (as discussed below) and potential new financings utilizing certain of our currently unencumbered properties.

Current wording

We expect to fund our future short-term operating liquidity requirements, including distributions to holders of Series A Preferred Stock and Series B Preferred Stock, through a combination of current cash on hand, net cash provided by our operating activities, net cash provided by our property dispositions (as discussed below) and potential new financings utilizing certain of our currently unencumbered properties.

Previous wording

Pursuant to the merger agreement dated August 6, 2024 (the “Internalization Agreement”) effecting the Internalization, (i) the outstanding membership interests of the Advisor were converted into the right to receive from us an internalization fee of $98.2 million and (ii) the Advisor Parent received (x) an asset management fee of $5.5 million, representing the aggregate base management fee that we would have been required to pay to our former Advisor during the remaining three month notice period required to terminate the advisory agreement, and (y) a property management fee of $2.9 million, representing the aggregate management fees that we would have been required to pay to the Property Manager through the current term of the property management agreement, subject to certain other adjustments (collectively, the “Closing Payments” in an aggregate amount of $106.6 million). For more information regarding the Internalization, including the fees paid therewith, see Note 1 — Organization and Note 9 — Related Party Transactions and Arrangements to our consolidated financial statements in this Quarterly Report on Form 10-Q.

Current wording

Pursuant to the merger agreement dated August 6, 2024 (the “Internalization Agreement”) effecting the Internalization, (i) the outstanding membership interests of theformer Advisor were converted into the right to receive from us an internalization fee of $98.2 million and (ii) theformer Advisor Parent received (x) an asset management fee of $5.5 million, representing the aggregate base management fee that we would have been required to pay to our former Advisor during the remaining three month notice period required to terminate the advisory agreement, and (y) a property management fee of $2.9 million, representing the aggregate management fees that we would have been required to pay to the Property Manager through the current term of the property management agreement, subject to certain other adjustments (collectively, the “Closing Payments” in an aggregate amount of $106.6 million). For more information regarding the Internalization, including the fees paid therewith, see Note 1 — Organization and Note 9 — Related Party Transactions and Arrangements to our consolidated financial statements in this Quarterly Report on Form 10-Q.

Previous wording

Following the Internalization, we are no longer required to pay asset management and property management fees to the Advisor Parent.

Current wording

Following the Internalization, we are no longer required to pay asset management and property management fees to the former Advisor Parent.

Previous wording

As of June 30, 2025, our total debt leverage ratio (total debt divided by total gross asset value) was approximately 44.9%. Net debt totaled $1.0 billion, which represents gross debt ($1.0 billion) less cash and cash equivalents ($47.1 million). Gross asset value totaled $2.2 billion, which represents total real estate investments, at cost ($2.2 billion) net of gross market lease intangible liabilities ($19.9 million). Cumulative impairment charges are reflected within gross asset value.

Current wording

As of September 30, 2025, our total debt leverage ratio (total debt divided by total gross asset value) was approximately 45.1%. Net debt totaled $1.0 billion, which represents gross debt ($1.0 billion) less cash and cash equivalents ($47.1 million). Gross asset value totaled $2.2 billion, which represents total real estate investments, at cost ($2.2 billion) net of gross market lease intangible liabilities ($19.9 million). Cumulative impairment charges are reflected within gross asset value.

Previous wording

As of June 30, 2025, we had total gross borrowings of $1.0 billion, at a weighted-average interest rate of 5.36% and a weighted-average remaining term of 3.7 years. The weighted-average interest rate includes the impact of “pay-fixed” swaps that are designated as hedging instruments on a portion of our variable-rate debt, but does not include the impact of our non-designated interest rate caps (discussed below). Inclusive of our non-designated interest rate caps, the weighted-average economic interest rate on our total gross borrowings was 5.04% as of June 30, 2025.

Current wording

As of September 30, 2025, we had total gross borrowings of $1.0 billion, at a weighted-average interest rate of 5.44% and a weighted-average remaining term of 3.5 years. The weighted-average interest rate includes the impact of “pay-fixed” swaps that are designated as hedging instruments on a portion of our variable-rate debt, but does not include the impact of our non-designated interest rate caps (discussed below). Inclusive of our non-designated interest rate caps, the weighted-average economic interest rate on our total gross borrowings was 5.11% as of September 30, 2025.

Previous wording

As of June 30, 2025, the carrying value of our real estate investments, at cost was $2.2 billion, with $1.2 billion of this asset value pledged as collateral for mortgage notes payable and $623.5 million of this asset value pledged to secure advances under our credit facilities. These real estate assets are not available to satisfy other debts and obligations, or to serve as collateral with respect to new indebtedness, as applicable, unless the existing indebtedness associated with the property is satisfied or the property is removed from the borrowing base of the credit facilities, which would impact availability thereunder.

Current wording

As of September 30, 2025, the carrying value of our real estate investments, at cost was $2.2 billion, with $1.2 billion of this asset value pledged as collateral for mortgage notes payable and $625.0 million of this asset value pledged to secure advances under our Fannie Mae and other secured debt. These real estate assets are not available to satisfy other debts and obligations, or to serve as collateral with respect to new indebtedness, as applicable, unless the existing indebtedness associated with the property is satisfied or the property is removed from the borrowing base of the Fannie Mae and other secured debt, which would impact availability thereunder.

Previous wording

Unencumbered real estate investments, at cost as of June 30, 2025 was $431.6 million. There can be no assurance as to the amount of liquidity we would be able to generate from leveraging these unencumbered real estate investments, if we are able to leverage them at all.

Current wording

Unencumbered real estate investments, at cost as of September 30, 2025 was $418.9 million. There can be no assurance as to the amount of liquidity we would be able to generate from leveraging these unencumbered real estate investments, if we are able to leverage them at all.

Showing the first 40 of 52 pairs. Open the source sections for the rest.

Rearranged current paragraphs (3)

Current report — wording carried from elsewhere

We recorded $106.7 million of termination fees to related parties in the nine months ended September 30, 2024 as a result of our termination of the advisory agreement with the former Advisor and our transition to self-management through the Internalization.

Current report — wording carried from elsewhere

Gain on Sale of Real Estate Investments

Current report — wording carried from elsewhere

In October 2025, we purchased two interest rate caps with a notional of $146.1 million for $0.4 million that limit one-month SOFR to 3.50% and mature in November 2026 related to the Fannie Mae Secured Debt. These interest rate caps were purchased in advance of interest rate caps set to expire.
Rearranged previous paragraphs (2)

Previous report — wording carried elsewhere

Gain (Loss) on Sale of Real Estate Investments

Previous report — wording carried elsewhere

We recorded a $0.3 million gain on extinguishment of debt the six months ended June 30, 2025 in connection with the repayment of a loan prior to maturity relating to the sale of a property.