National Healthcare Properties, Inc.

Previous wording

National Healthcare Properties, Inc. is 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 senior housing operating properties (“SHOP”) and outpatient medical facilities (“OMF”). Substantially all of our business is conducted through the OP and our wholly-owned subsidiaries, which include certain taxable REIT subsidiaries (“TRSs”).

Current wording

National Healthcare Properties, Inc. is 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 senior housing operating portfolio (“SHOP”) communities and outpatient medical facilities (“OMF”). Substantially all of our business is conducted through the OP and our wholly-owned subsidiaries, which include certain taxable REIT subsidiaries (“TRSs”).

Previous wording

As of March 31, 2026, we owned 168 properties (including one land parcel) located in 29 states, consisting of 37 senior housing communities, with 3,615 units, and 130 outpatient medical facilities, with approximately 3.7 million square feet of gross leasable area.

Current wording

As of June 30, 2026, we owned 170 properties (including one land parcel) located in 29 states, consisting of 39 senior housing communities, with 3,616 units, and 130 outpatient medical facilities, with approximately 3.7 million square feet of gross leasable area.

Previous wording

We operate two operating and reportable business segments: SHOP and OMF. In the SHOP segment, we invest in senior housing communities through the REIT Investment Diversification and Empowerment Act of 2007 (“RIDEA”) structure. Under RIDEA, a REIT may lease “qualified healthcare properties” on an arm’s length basis to a TRS if the property is operated on behalf of such subsidiary by a person who qualifies as an “eligible independent contractor.” As of March 31, 2026, we hadthree eligible independent contractors operating 37 senior housing communities. In the OMF segment, we own, manage and lease single and multi-tenant OMFs where, in addition to base rent, tenants are required to pay their pro rata share of property operating expenses and certain capital expenditures, which may be subject to expense exclusions and floors. As of March 31, 2026, we managed all OMFs directly, without the use of third party service providers.

Current wording

We operate two operating and reportable business segments: SHOP and OMF. In the SHOP segment, we invest in senior housing communities through the REIT Investment Diversification and Empowerment Act of 2007 (“RIDEA”) structure. Under RIDEA, a REIT may lease “qualified healthcare properties” on an arm’s length basis to a TRS if the property is operated on behalf of such subsidiary by a person who qualifies as an “eligible independent contractor.” As of June 30, 2026, we hadthree eligible independent contractors operating 39 senior housing communities. In the OMF segment, we own, manage and lease single and multi-tenant OMFs where, in addition to base rent, tenants are required to pay their pro rata share of property operating expenses and certain capital expenditures, which may be subject to expense exclusions and floors. As of June 30, 2026, we managed all OMFs directly, without the use of third party service providers.

Previous wording

On April 23, 2026, pursuant to a Registration Statement filed with the United States Securities and Exchange Commission (the “SEC”) on Form S-11, as amended, we completed our public offering (the “Offering”) and issued an aggregate of 44,275,000 shares of Class A common stock, $0.01 par value per share (“Class A common stock”) (which included shares issued pursuant to the underwriters’ exercise of their overallotment option on April 28, 2026) for aggregate gross offering proceeds of approximately $531.3 million. In connection with the Offering, our Class A common stock became listed on The Nasdaq Global Market under the symbol “NHP” and began trading on April 22, 2026. Each share of Class A common stock will automatically convert into one share of our existing common stock, $0.01 par value per share, on October 19, 2026 and all shares of common stock will subsequently be listed and freely tradeable on The Nasdaq Global Market under the symbol “NHP.”

Current wording

On April 23, 2026, pursuant to a registration statement on Form S-11 (File No. 333-294895) filed with the United States Securities and Exchange Commission (the “SEC”) under the Securities Act of 1933, as amended, we completed our public offering (the “Offering”) and issued an aggregate of 44,275,000 shares of Class A common stock, $0.01 par value per share (“Class A common stock”) (which included shares issued pursuant to the underwriters’ exercise of their overallotment option on April 28, 2026) for aggregate gross offering proceeds of approximately $531.3 million. In connection with the Offering, our Class A common stock became listed on The Nasdaq Global Market under the symbol “NHP” and began trading on April 22, 2026. Each share of Class A common stock will automatically convert into one share of our existing common stock, $0.01 par value per share, on October 18, 2026 and all shares of common stock will subsequently be listed and freely tradeable on The Nasdaq Global Market under the symbol “NHP.”

Previous wording

(1)Percentage leased for the OMF and SHOP segments are presented as of the end of the period shown. For the SHOP segment, weighted by unit count.

Current wording

(1)Available units and percentage occupied for the SHOP segment represent the average for the three months ended June 30, 2026. Percentage leased for the OMF segment is presented as of the end of the period shown. For the SHOP segment, weighted by unit count. For the OMF segment, weighted by gross leasable area.

Previous wording

(3)Gross asset value represents total real estate investments, at cost($2.2 billion total as of March 31, 2026) net of gross market lease intangible liabilities ($19.6 million total as of March 31, 2026). Cumulative impairment charges are reflected within gross asset value.

Current wording

(3)Gross asset value represents total real estate investments, at cost($2.3 billion total as of June 30, 2026) net of gross market lease intangible liabilities ($19.6 million total as of June 30, 2026). Cumulative impairment charges are reflected within gross asset value.

Previous wording

The SHOP NOI increase for the three months ended March 31, 2026 over the same period in 2025 was primarily due to positive trends in occupancy and revenue per occupied room as well as lower operating costs attributed to seven SHOP dispositions subsequent to the comparable 2025 period.

Current wording

The increase in SHOP NOI for the three months ended June 30, 2026 over the same period in 2025 was primarily due to higher average occupancy and revenue per occupied room as well as reduced net operating losses attributed to seven SHOP dispositions during and subsequent to the comparable 2025 period.

Previous wording

Revenue from tenants within our OMF segment primarily reflects contractual rent received from tenants and operating expense reimbursements. These reimbursements generally increase in proportion with the increase in property operating and maintenance expenses. Pursuant to many of our lease agreements, tenants are required to pay their pro rata share of such expenses, which may be subject to expense exclusions and floors, as well as certain capital expenditures in addition to base rent. Property operating and maintenance expense reflects the costs associated with our OMFs, including real estate taxes, utilities, repairs, maintenance and unaffiliated third-party property management fees. As of March 31, 2026, we manage all OMFs directly, without the use of third party service providers.

Current wording

Revenue from tenants within our OMF segment primarily reflects contractual rent received from tenants and operating expense reimbursements. These reimbursements generally increase in proportion with the increase in property operating and maintenance expenses. Pursuant to many of our lease agreements, tenants are required to pay their pro rata share of such expenses, which may be subject to expense exclusions and floors in addition to base rent. Property operating and maintenance expense reflects the costs associated with our OMFs, including real estate taxes, utilities, repairs, maintenance and unaffiliated third-party property management fees. For the three months ended June 30, 2026, we managed all OMFs directly, without the use of third party service providers.

Previous wording

General and administrative expenses increased by $0.6 million to $5.5 million for the three months ended March 31, 2026 from $4.9 million for the three months ended March 31, 2025 primarily due tostock-based compensation expense incurred in the three months ended March 31, 2026. Stock-based compensation for 2025 was granted to the executive officers and certain other employees in May 2025, as such, there was no stock-based compensation expense incurred during the three months ended March 31, 2025. The increase was partially offset by lower professional fees for the three months ended March 31, 2026.

Current wording

General and administrative expenses increased by $1.5 million to $6.6 million for the three months ended June 30, 2026 from $5.1 million for the three months ended June 30, 2025 primarily due to equity-based compensation expense incurred in the three months ended June 30, 2026. Equity-based compensation was first granted to the executive officers and certain other employees in May 2025, resulting in a partial period of equity-based compensation expense incurred over the three months ended June 30, 2025. Additional awards were granted to the Company’s executive officers and certain other employees in April 2026 in connection with the Offering and as part of the Company’s annual long-term incentive equity grants.

Previous wording

Depreciation and amortization expense decreased by $6.0 million to $17.7 million for the three months ended March 31, 2026 from $23.7 million for the three months ended March 31, 2025 primarily due to property dispositions subsequent to the first quarter of 2025.

Current wording

Depreciation and amortization expense decreased by $0.7 million to $17.8 million for the three months ended June 30, 2026 from $18.5 million for the three months ended June 30, 2025 primarily due to property dispositions during and subsequent to the prior year period.

Previous wording

The disposal of 12 OMFs duringthe three months ended March 31, 2025 resulted in an aggregate gain on sale of real estate investments of$25.0 million for the period compared to no disposition activity recognized for the three months ended March 31, 2026.

Current wording

The disposal of three OMFs and three SHOP communities duringthe three months ended June 30, 2025 resulted in an aggregate gain on sale of real estate investments of$2.7 million for the period compared to no disposition activity recognized for the three months ended June 30, 2026.

Previous wording

Interest and other income (expense), net includes income from our investment securities and interest income earned on cash and cash equivalents held during the period. Interest and other income, net increased by $0.2 millionfor the three months ended March 31, 2026 compared to the three months ended March 31, 2025 primarily due to an increase in cash held in money market accounts.

Current wording

Interest and other income, net includes interest income earned on cash and cash equivalents invested in short-term money market funds and expenses not covered by insurance, net of recoveries. Interest and other income, net increased by $2.1 millionfor the three months ended June 30, 2026 compared to the three months ended June 30, 2025 primarily due to an increase in cash held in money market accounts as a result of our April 2026 Offering.

Previous wording

Gain (loss) on non-designated derivative instruments includes mark-to-market adjustments of non-designated interest rate caps designed to protect us from adverse interest rate changes in connection with our Fannie Mae Secured Debt which have variable interest rates.

Current wording

(Loss) gain on non-designated derivative instruments includes mark-to-market adjustments of non-designated interest rate caps designed to protect us from adverse interest rate changes in connection with our Fannie Mae Secured Debt which have variable 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 three months ended March 31, 2026. Income tax benefit for the three months ended March 31, 2025 was not material.

Current wording

Income taxes generally relate to our SHOP communities, which are leased to our TRSs. We recorded an income tax expense of approximately$47 thousand for the three months ended June 30, 2026. Income tax benefit for the three months ended June 30, 2025 was not material.

Previous wording

Because of our TRS’s recent operating history of losses and the adverse economic impacts from increases in the rate of inflation in recent years on the results of operations of our SHOP assets, we are not able to conclude that it is more likely than not we will realize the future benefit of our deferred tax assets; thus we have recorded a 100% valuation allowance on our net deferred tax assets through March 31, 2026. If and when we believe it is more likely than not that we will recover our deferred tax assets, we will reverse the valuation allowance as an income tax benefit in our consolidated statements of comprehensive loss.

Current wording

Because of our TRSs’ recent operating history of losses and the adverse economic impacts from increases in the rate of inflation in recent years on the results of operations of our SHOP communities, we are not able to conclude that it is more likely than not we will realize the future benefit of our deferred tax assets; thus we have recorded a 100% valuation allowance on our net deferred tax assets through June 30, 2026. If and when we believe it is more likely than not that we will recover our deferred tax assets, we will reverse the valuation allowance as an income tax benefit in our consolidated statements of comprehensive loss.

Previous wording

Allocation for preferred stock decreased by$0.2 million to $3.3 million for the three months ended March 31, 2026 from $3.5 million for the three months ended March 31, 2025 due to repurchases of our preferred stock subsequent to the first quarter of 2025.

Current wording

Allocation for preferred stock decreased by$0.6 million to $2.8 million for the three months ended June 30, 2026 from $3.4 million for the three months ended June 30, 2025 due to repurchases and our self-tender offer for preferred stock subsequent to the second quarter of 2025.

Previous wording

The increase in OMF NOI for the three months ended March 31, 2026 over the same period in 2025 was primarily driven by net operating losses connected to certain properties sold in the comparable period and not experienced in the current period.

Current wording

The increase in OMF NOI for the six months ended June 30, 2026 over the same period in 2025 was primarily driven by reduced net operating losses attributed to 18 OMF dispositions during and subsequent to the prior year period.

Previous wording

We recorded no impairment charges during the three months ended March 31, 2026 compared to $11.9 million of impairment charges during the three months ended March 31, 2025. This impairment was recorded to reduce the carrying value of two held-for-use SHOPs and one held-for-use OMF to their contractual sales price as determined by their purchase and sale agreements and were subsequently sold in 2025.

Current wording

We recorded$3.8 million of impairment charges during the six months ended June 30, 2026 related to a held-for-use SHOP community. We recorded$27.1 million of impairment charges during the six months ended June 30, 2025 on three held-for-use SHOP communities and two held-for-use OMFs. These properties were impaired to their contractual sales price as determined by their purchase and sale agreements.

Previous wording

The following table presents a reconciliation of our net cash provided by operations from our net loss for the three months ended March 31, 2026 and 2025 (dollars in thousands):

Current 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, 2026 and 2025 (dollars in thousands):

Previous wording

Net cash provided by operating activities increased by $30.2 million for the three months ended March 31, 2026 compared to the same period in 2025 primarily due to a $30.3 million repayment of a promissory note made in 2025 to the former external advisor as well as growth in our SHOP segment.

Current wording

Net cash provided by operating activities increased by $43.8 million for the six months ended June 30, 2026 compared to the same period in 2025 primarily due to a $30.3 million repayment of a promissory note made in 2025 to the former external advisor, which did not recur in 2026, as well as growth in our SHOP segment.

Previous wording

Our existing principal demands for cash are to fund acquisitions, capital expenditures, the payment of our operating and administrative expenses, debt service obligations (including principal repayment) and distributions to holders of our Series A Preferred Stock and Series B Preferred Stock and potentially to holders of our common stock in the future. We closely monitor our current and anticipated liquidity position relative to our current and anticipated demands for cash and believe that we have sufficient current liquidity to meet our financial obligations for at least the next 12 months.

Current wording

Our existing principal demands for cash are to fund acquisitions, capital expenditures, the payment of our operating and administrative expenses, debt service obligations (including principal repayment) and distributions to holders of our Series A Preferred Stock, Series B Preferred Stock and common stock. We closely monitor our current and anticipated liquidity position relative to our current and anticipated demands for cash and believe that we have sufficient current liquidity to meet our financial obligations for at least the next 12 months.

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 and potentially to holders of our common stock in the future, through a combination of current cash on hand, net cash provided by our operating activities and property dispositions, future takedowns under our Revolving Facility and potential new financings utilizing certain of our currently unencumbered properties. Subsequent to March 31, 2026, we completed the Offering and used the net proceeds to pay down the outstanding borrowings under our Revolving Facility, which in turn substantially increased our available liquidity.

Current wording

We expect to fund our future short-term operating liquidity requirements, including acquisitions and distributions to holders of Series A Preferred Stock, Series B Preferred Stock and common stock, through a combination of current cash on hand, net cash provided by our operating activities and property dispositions, future takedowns under our Revolving Facility, issuance of equity securities and potential new financings utilizing certain of our unencumbered properties. In April 2026, we completed the Offering and used the net proceeds to fully repay the outstanding borrowings under our Revolving Facility, which in turn substantially increased our available liquidity.

Previous wording

As of March 31, 2026, we had $147.5 million of total liquidity, comprised of $94.7 million of undrawn and available capacity under the Revolving Facility (pursuant to the terms of the Credit Agreement) and $52.8 million of cash and cash equivalents. The Secured Term Loan 4 due 2033 requires us to maintain a minimum balance of cash and cash equivalents of $12.5 million at all times.

Current wording

As of June 30, 2026, we had $529.3 million of total liquidity, comprised of $283.6 million of undrawn and available capacity under the Revolving Facility (pursuant to the terms of the Credit Agreement) and $245.7 million of cash and cash equivalents. The Secured Term Loan 4 due 2033 requires us to maintain a minimum balance of cash and cash equivalents of $12.5 million at all times.

Previous wording

As of March 31, 2026, our total debt leverage ratio (total debt divided by total gross asset value) was approximately 45.2%. Net debt totaled $1.0 billion, which represents gross debt ($1.04 billion) less cash and cash equivalents ($52.81 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 ($19.6 million). Cumulative impairment charges are reflected within gross asset value.

Current wording

As of June 30, 2026, our net debt leverage ratio (total debt net of cash and cash equivalents divided by total gross asset value) was approximately 26.8%. Net debt totaled $611.2 million, which represents gross debt ($856.9 million) less cash and cash equivalents ($245.7 million). Gross asset value totaled $2.3 billion, which represents total real estate investments, at cost ($2.3 billion) net of gross market lease intangible liabilities ($19.6 million). Cumulative impairment charges are reflected within gross asset value.

Previous wording

As of March 31, 2026, we had total gross borrowings of $1.0 billion, at a weighted-average interest rate of 5.81% and a weighted-average remaining term of 3.6 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 5.69% as of March 31, 2026.

Current wording

As of June 30, 2026, we had total gross borrowings of $856.9 million, at a weighted-average interest rate of 5.76% and a weighted-average remaining term of 3.6 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 5.69% as of June 30, 2026.

Previous wording

As of March 31, 2026, the carrying value of our real estate investments, at cost was $2.2 billion, with $683.7 million of this asset value pledged as collateral for mortgage notes payable, $617.0 million of this asset value pledged to secure advances under our Fannie Mae Secured Debt and $869.1 million of this asset value added to the borrowing base of 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 Fannie Mae Secured Debt, which would impact availability thereunder.

Current wording

As of June 30, 2026, the carrying value of our real estate investments, at cost was $2.3 billion, with $684.3 million of this asset value pledged as collateral for mortgage notes payable, $597.6 million of this asset value pledged to secure advances under our Fannie Mae Secured Debt and $870.4 million of this asset value added to the borrowing base of 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 Fannie Mae Secured Debt, which would impact availability thereunder.

Previous wording

Unencumbered real estate investments, at cost as of March 31, 2026 was $24.7 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 June 30, 2026 were $126.0 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.

Previous wording

As of March 31, 2026, we had $375.3 million in mortgage notes payable outstanding, all of which is either fixed-rate or effectively fixed through our interest rate swap at a weighted-average annual interest rate of 5.53% and a weighted-average remaining term of 7.1 years.

Current wording

As of June 30, 2026, we had $375.0 million in mortgage notes payable outstanding, all of which are fixed-rate with a weighted-average annual interest rate of 5.53% and a weighted-average remaining term of 6.8 years.

Previous wording

As of March 31, 2026, $333.3 million was outstanding under our Fannie Mae Secured Debt, which bore interest at a weighted-average annual rate of 6.30% and had a weighted-average remaining term of 0.6 years. We currently expect to refinance the Fannie Mae Secured Debt on or before the maturity date. Inclusive of our non-designated interest rate caps, the weighted-average economic interest rate was 6.00% as of March 31, 2026.

Current wording

As of June 30, 2026, $331.9 million was outstanding under our Fannie Mae Secured Debt, which bore interest at a weighted-average annual rate of 6.22% and had a weighted-average remaining term of 0.3 years. Inclusive of our non-designated interest rate caps, the weighted-average economic interest rate was 6.0% as of June 30, 2026. All of the real estate assets pledged to secure borrowings under the Fannie Mae Secured Debt were released upon the prepayment of the Fannie Mae Secured Debt on August 3, 2026.

Previous wording

On December 11, 2025, we entered into (i) a $400 million senior unsecured revolving credit facility (the “Revolving Facility”) and (ii) a $150 million senior unsecured term loan facility (the “Term Loan” and, together with the Revolving Facility, the “Credit Facilities”) with Wells Fargo Bank, National Association, as administrative agent, and certain lenders party thereto. As of March 31, 2026, we had $186.0 million and $150.0 million outstanding under our Revolving Facility and Term Loan, respectively. The borrowings under our Revolving Facility and Term Loan both bore interest at a weighted-average annual rate of 5.68% and had a weighted-average remaining term of 2.7 years as of March 31, 2026. Inclusive of our interest rate swaps that convert variable interest rates to fixed interest rates, the economic interest rate on our Term Loan was 5.36% as of March 31, 2026.

Current wording

On December 11, 2025, we entered into (i) a $400 million senior unsecured revolving credit facility (the “Revolving Facility”) and (ii) a $150 million senior unsecured term loan facility (the “Term Loan” and, together with the Revolving Facility, the “Credit Facilities”) with Wells Fargo Bank, National Association, as administrative agent, and certain lenders party thereto. As of June 30, 2026, we had zero and $150.0 million outstanding under our Revolving Facility and Term Loan, respectively. The borrowings under our Revolving Facility and Term Loan both bore interest at a weighted-average annual rate of 5.65% and had a weighted-average remaining term of 2.4 years as of June 30, 2026. Inclusive of our interest rate swaps that convert variable interest rates to fixed interest rates, the economic interest rate on our Term Loan was 5.36% as of June 30, 2026.

Previous wording

Our interest rate caps are used to limit our exposure to interest rate movements on our Fannie Mae Secured Debt for economic purposes, however, we do not elect to apply hedge accounting to these instruments. As of March 31, 2026, we had seven SOFR-based interest rate caps with an aggregate notional amount of $394 million which limit one-month SOFR to 3.50% and have varying maturities through November 2026. Although these interest rate caps are not designated hedging instruments, we consider them economically related to our variable rate secured debt.

Current wording

Our interest rate caps are used to limit our exposure to interest rate movements on our Fannie Mae Secured Debt for economic purposes, however, we do not elect to apply hedge accounting to these instruments. As of June 30, 2026, we had six SOFR-based interest rate caps with an aggregate notional amount of $336 million which limit one-month SOFR to 3.50% and have varying maturities through November 2026. Although these interest rate caps are not designated hedging instruments, we consider them economically related to our variable rate secured debt.

Previous wording

As SOFR has increased beyond 3.50%, we received cash payments of $0.3 million and $0.9 million during the three months ended March 31, 2026 and 2025, respectively.

Current wording

As SOFR has increased beyond 3.50%, we received cash payments of $0.6 million and $1.8 million during the six months ended June 30, 2026 and 2025, respectively.

Previous wording

During the three months ended March 31, 2026, our aggregate capital expenditures were $5.3 million. We anticipate our annual rate of capital expenditures for the OMF and SHOP segments in 2026 to be relatively consistent with 2025, excluding capital expenditures related to potential acquisitions and redevelopments or savings resulting from the potential sale of properties.

Current wording

During the six months ended June 30, 2026, our aggregate capital expenditures were $10.6 million. We anticipate our annual rate of capital expenditures for the OMF and SHOP segments in 2026 to be relatively consistent with 2025, excluding capital expenditures related to newly acquired communities and redevelopments or savings resulting from the sale of properties.

Previous wording

Since mid-2020, we have not paid cash dividends on our shares of common stock. We issued stock dividends to the shareholders from October 2020 until January 2024. The stock dividends were declared quarterly using a rate of$3.40 (as adjusted to reflect a reverse stock split effective as of September 30, 2024) per share per year. The number of shares issued with each dividend was based on the estimated per-share net asset value in effect on the applicable date.

Current wording

In mid-2020, we ceased regular cash dividends on our shares of common stock. We issued stock dividends to the shareholders from October 2020 until January 2024. The stock dividends were declared quarterly using a rate of$3.40 (as adjusted to reflect a reverse stock split effective as of September 30, 2024) per share per year. The number of shares issued with each dividend was based on the estimated per-share net asset value in effect on the applicable date.

Previous wording

Our ability to pay distributions on our Series A Preferred Stock, Series B Preferred Stock and Series A Preferred Units and other distributions depends on our ability to increase the amount of cash we generate from property operations which in turn depends on a variety of factors, including but not limited to our ability to complete acquisitions of new properties and our ability to improve operations at our existing properties. There can be no assurance that we will complete acquisitions on a timely basis or on acceptable terms and conditions, if at all. Our ability to improve operations at our existing properties is also subject to a variety of risks and uncertainties, many of which are beyond our control, and there can be no assurance we will be successful in achieving this objective.

Current wording

Our ability to pay distributions on our Series A Preferred Stock, Series B Preferred Stock, Series A Preferred Units, common OP units, LTIP units and common stock (including the Class A Common Stock) depends on our ability to increase the amount of cash we generate from property operations which in turn depends on a variety of factors, including but not limited to our ability to complete acquisitions of new properties and our ability to improve operations at our existing properties. There can be no assurance that we will complete acquisitions on a timely basis or on acceptable terms and conditions, if at all. Our ability to improve operations at our existing properties is also subject to a variety of risks and uncertainties, many of which are beyond our control, and there can be no assurance we will be successful in achieving this objective.

Previous wording

We also believe that Normalized FFO is a meaningful supplemental non-GAAP measure of our operating results. We calculate Normalized FFO by further adjusting FFO to reflect the performance of our portfolio for items we believe are not directly attributable to our operations. We believe that Normalized FFO is a beneficial indicator of our ongoing portfolio performance and isolates the financial results of our operations. Our adjustments to FFO to arrive at Normalized FFO include removing the impacts of: (i) acquisition and transaction related costs (including certain expenses directly related to the Internalization and the Reverse Stock-Split); (ii) termination fees to related parties; (iii) severance and other related costs; (iv) mark-to-market gains and losses on non-designated derivatives and amortization related to terminated derivatives; (v) casualty- related charges, net relating to significantly disruptive events that are infrequent in nature; (vi) gains and losses on extinguishment of debt; (vii) similar adjustments for non-controlling interests; and (viii) certain other items set forth in the Normalized FFO reconciliation included therein. We believe that Normalized FFO is useful because it allows investors, analysts and our management to compare our operating performance across periods on a consistent basis.

Current wording

We also believe that Normalized FFO is a meaningful supplemental non-GAAP measure of our operating results. We calculate Normalized FFO by further adjusting FFO to reflect the performance of our portfolio for items we believe are not directly attributable to our operations. We believe that Normalized FFO is a beneficial indicator of our ongoing portfolio performance and isolates the financial results of our operations. Our adjustments to FFO to arrive at Normalized FFO include removing the impacts of: (i) acquisition and transaction related costs; (ii) termination fees to related parties; (iii) severance and other related costs; (iv) mark-to-market gains and losses on non-designated derivatives and amortization related to terminated derivatives; (v) casualty-related charges, net relating to significantly disruptive events that are infrequent in nature; (vi) gains and losses on extinguishment of debt; (vii) similar adjustments for non-controlling interests; and (viii) certain other items set forth in the Normalized FFO reconciliation included therein. We believe that Normalized FFO is useful because it allows investors, analysts and our management to compare our operating performance across periods on a consistent basis.

Previous wording

(1)For the three months ended March 31, 2026 and 2025, includes gains reclassified from other comprehensive income to earnings (recorded as a reduction to interest expense) relating to a terminated swap and a partial unwind of a hedge, respectively.

Current wording

(1)For the three and six months ended June 30, 2026 and the six months ended June 30, 2025, include gains reclassified from other comprehensive income to earnings (recorded as a reduction to interest expense) relating to a terminated swap and a partial unwind of a hedge, respectively.

Previous wording

Leases with residents at our SHOPs typically do not have rent escalations, however, we are able to renew leases at market rates as they mature due to their short-term nature. As inflation rates increase or persist at high levels, the cost of providing medical care at our SHOPs, particularly labor costs, will increase. If we are unable to admit new residents or renew resident leases at market rates, while bearing these increased costs from providing services to our residents, our results of operations may be affected.

Current wording

Leases with residents at our SHOP communities typically do not have rent escalations, however, we are able to renew leases at market rates as they mature due to their short-term nature. As inflation rates increase or persist at high levels, the cost of providing medical care at our SHOP communities, particularly labor costs, will increase. If we are unable to admit new residents or renew resident leases at market rates, while bearing these increased costs from providing services to our residents, our results of operations may be affected.

Previous wording

We may also be adversely impacted by inflation on the leases with tenants in our OMF segment that do not contain indexed escalation provisions, or those leases which have escalations at rates which do not exceed or approximate current inflation rates. Recent increases in inflation, driven by factors such as labor shortages, supply chain disruptions, higher property insurance, property tax and interest rates and increased economic and political uncertainties due to the tariffs imposed by, or imposed on, the United States, have and may continue to have adverse impacts on our results of operations and our liquidity as well as our tenants’ and residents’ ability to pay rent. As of March 31, 2026, the increase to the 12-month Consumer Price Index for all items, as published by the Bureau of Labor Statistics, was 3.3%. To help mitigate the adverse impact of inflation, most of our leases with our tenants in our OMF segment contain rent escalation provisions which increase the cash that is due under these leases over time. These provisions generally increase rental rates during the terms of the leases either at fixed rates or indexed escalations (based on the Consumer Price Index or other measures). Although most of our leases with tenants in our OMF segment contain rent escalation provisions, these rates are generally below the current rate of inflation.

Current wording

We may also be adversely impacted by inflation on the leases with tenants in our OMF segment that do not contain indexed escalation provisions, or those leases which have escalations at rates which do not exceed or approximate current inflation rates. Recent increases in inflation, driven by factors such as labor shortages, supply chain disruptions, higher property insurance, property tax and interest rates and increased economic and political uncertainties due to the tariffs imposed by, or imposed on, the United States, have and may continue to have adverse impacts on our results of operations and our liquidity as well as our tenants’ and residents’ ability to pay rent. As of June 30, 2026, the increase to the 12-month Consumer Price Index for all items, as published by the Bureau of Labor Statistics, was 3.5%. To help mitigate the adverse impact of inflation, most of our leases with our tenants in our OMF segment contain rent escalation provisions which increase the cash that is due under these leases over time. These provisions generally increase rental rates during the terms of the leases either at fixed rates or indexed escalations (based on the Consumer Price Index or other measures). Although most of our leases with tenants in our OMF segment contain rent escalation provisions, these rates are generally below the current rate of inflation.