National Healthcare Properties, Inc.

Previous wording

These forward-looking statements are subject to risks, uncertainties and other factors, many of which are outside of our control, which could cause actual results to differ materially from the results contemplated by the forward-looking statements. These risks and uncertainties include the risks associated with changes in economic cycles generally and in the real estate and healthcare markets specifically; the success of our growth strategy, including our ability to successfully identify, complete and integrate new acquisitions; our ability to complete acquisitions or dispositions on the terms and timing we expect, or at all; changes to inflation and interest rates; competition in the real estate and healthcare markets; our ability to retain certain key personnel; legislative and regulatory changes in the healthcare and real estate industries; reductions or changes in reimbursement from third-party payors, including Medicare and Medicaid; discovery of previously undetected environmentally hazardous conditions; our ability to pay down, refinance, restructure or extend our indebtedness as it becomes due; system failures, cyber incidents or deficiencies in our cybersecurity systems; the availability of capital on favorable terms, or at all; our ability to remain qualified as a REIT and our OP’s ability to remain qualified as a partnership or a disregarded entity for U.S. federal income tax purposes. Some of the additional risks and uncertainties, although not all risks and uncertainties, that could cause our actual results to differ materially from those presented in our forward-looking statements are set forth in the “Risk Factors” section of our Annual Report on Form 10-K for the year ended December 31, 2025, in Part II — Other Information, Item IA — Risk Factors of this Quarterly Report on Form 10-Q and as described from time to time in our other filings with the Securities and Exchange Commission.

Current wording

These forward-looking statements are subject to risks, uncertainties and other factors, many of which are outside of our control, which could cause actual results to differ materially from the results contemplated by the forward-looking statements. These risks and uncertainties include the risks associated with changes in economic cycles generally and in the real estate and healthcare markets specifically; the success of our growth strategy, including our ability to successfully identify, complete and integrate new acquisitions; our ability to complete acquisitions or dispositions on the terms and timing we expect, or at all; changes to inflation and interest rates; competition in the real estate and healthcare markets; our ability to retain certain key personnel; legislative and regulatory changes in the healthcare and real estate industries; reductions or changes in reimbursement from third-party payors, including Medicare and Medicaid; discovery of previously undetected environmentally hazardous conditions; our ability to pay down, refinance, restructure or extend our indebtedness as it becomes due; system failures, cyber incidents or deficiencies in our cybersecurity systems; the availability of capital on favorable terms, or at all; and our ability to remain qualified as a REIT and our OP’s ability to remain qualified as a partnership or a disregarded entity for U.S. federal income tax purposes. Some of the additional risks and uncertainties, although not all risks and uncertainties, that could cause our actual results to differ materially from those presented in our forward-looking statements are set forth in the “Risk Factors” section of our Annual Report on Form 10-K for the year ended December 31, 2025, in Part II — Other Information, Item IA — Risk Factors of this Quarterly Report on Form 10-Q and as described from time to time in our other filings with the Securities and Exchange Commission.

Previous 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.

Current wording

As of September 30, 2026, we owned 161 properties (including one land parcel) located in 28 states, consisting of 60 senior housing communities, with 4,813 average available units, and 100 outpatient medical facilities, with approximately 2.8 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 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.

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 September 30, 2026, we hadfour eligible independent contractors operating 60 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 September 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 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.”

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”) 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 (“Nasdaq”) under the symbol “NHP” and began trading on April 22, 2026. On October 18, 2026, all outstanding shares of our Class A common stock automatically converted into shares of our existing common stock, $0.01 par value per share, on a one-for-one basis. On October 19, 2026, all shares of common stock became listed and freely tradeable on Nasdaq under the symbol “NHP.”

Previous 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.

Current wording

(3)Gross asset value represents total real estate investments, at cost($2.3 billion total as of September 30, 2026) net of gross market lease intangible liabilities ($17.5 million total as of September 30, 2026). Cumulative impairment charges are reflected within gross asset value.

Previous wording

The following table shows our results of operations for the three months ended June 30, 2026 and 2025 and the period to period change by line item of the consolidated statements of operations (dollars in thousands)(1):

Current wording

The following table shows our results of operations for the three months ended September 30, 2026 and 2025 and the period to period change by line item of the consolidated statements of operations (dollars in thousands):

Previous wording

(1)Excludes one land parcel for both the three months ended June 30, 2026 and 2025.

Current wording

(1)Excludes one land parcel as of and for both the three months ended September 30, 2026 and 2025.

Previous 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.

Current wording

The increase in SHOP NOI for the three months ended September 30, 2026 over the same period in 2025 was primarily due to higher average occupancy and revenue per occupied room as well as increased net operating income attributed to the acquisition of 24 SHOP communities subsequent to the comparable 2025 period.

Previous wording

The decrease in OMF NOI for the three months ended June 30, 2026 over the same period in 2025 was primarily driven by certain nonrecurring revenue recognized only in the prior year period partially offset by the reduced net operating losses attributed to six OMF dispositions during and subsequent to the prior year period.

Current wording

The decrease in OMF NOI for the three months ended September 30, 2026 over the same period in 2025 was primarily driven by the reduced net operating income attributed to the disposition of 33 OMFs during and subsequent to the prior year period.

Previous wording

We recorded$3.8 million of impairment charges during the three months ended June 30, 2026 related to a held-for-use SHOP community. We recorded$15.2 million of impairment charges during the three months ended June 30, 2025 related primarily to a held-for-use SHOP community ($14.1 million). The properties were impaired to their contractual sales price as determined by the purchase and sale agreement.

Current wording

We recorded$6.9 million impairment charges during the three months ended September 30, 2026 related to two held-for-use SHOP communities ($4.0 million) and four held-for-use OMFs ($2.8 million), which were impaired to their sales prices as evidenced by their purchase and sale agreements or non-binding letter of intent. We recorded$6.6 million of impairment charges during the three months ended September 30, 2025 related primarily to two held-for-use SHOP communities ($1.5 million) and two held-for-use OMFs ($5.1 million). The properties were impaired to their contractual sales price as determined by the purchase and sale agreement and subsequently sold in 2025.

Previous 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.

Current wording

General and administrative expenses increased by $2.1 million to $7.8 million for the three months ended September 30, 2026 from $5.7 million for the three months ended September 30, 2025 primarily due to our expanded employee base consistent with our enterprise growth and inflationary increases and equity-based compensation expense incurred in the three months ended September 30, 2026. Equity-based compensation awards were granted to the Company’s Board of Directors, executive officers and certain other employees in April 2026 in connection with the April 2026 Offering and as part of the Company’s annual long-term incentive equity grants.

Previous wording

Depreciation and amortization expense decreased by $6.7 million to $35.5 million for thesix months ended June 30, 2026 from $42.2 million for thesix months ended June 30, 2025 primarily due to property dispositions during and subsequent to the prior year period.

Current wording

Depreciation and amortization expense increased by $6.4 million to $24.4 million for the three months ended September 30, 2026 from $18.0 million for the three months ended September 30, 2025 primarily due to 24 SHOP communities acquired subsequent to the prior year period ($7.4 million), partially offset by decreases attributed to property dispositions subsequent to the prior year period ($1.1 million).

Previous wording

Interest expense decreased by $3.1 million to $12.7 million for the three months ended June 30, 2026 from $15.8 million for the three months ended June 30, 2025 primarily due to a $5.4 million decrease driven by repayment of a $330 million secured term loan in December 2025 and a $1.5 million decrease due to the amortization of a gain on a swap terminated in December 2025. Amortization of a gain on the terminated swap is expected to continue through December 2026. These decreases are partially offset by a $2.8 million increase in interest expense relating to the $150 million Term Loan (as defined below) entered into in December 2025 and a $2.2 million increase in interest expense due to less swap interest proceeds in 2026.

Current wording

Interest expense decreased by $2.9 million to $12.2 million for the three months ended September 30, 2026 from $15.1 million for the three months ended September 30, 2025 primarily due to a $5.6 million decrease driven by the repayment of Secured Term Loan 2 in December 2025 in connection with the closing of the Credit Facilities (as defined below) and a $4.3 million decrease driven by the repayment of Fannie Mae Secured Debt 1 and Fannie Mae Secured Debt 2 in August 2026 in connection with the recast of the Credit Facilities as discussed below. These decreases are partially offset by a $6.4 million increase in interest expense relating to the Credit Facilities entered into in December 2025 andthe recast of the Credit Facilities in August 2026 and a $0.8 million increase related to the amortization of the gain on a swap terminated in December 2025. Amortization of the gain on the terminated swap is expected to continue through December 2026.

Previous 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.

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 $0.7 millionfor the three months ended September 30, 2026 compared to the three months ended September 30, 2025 primarily due to a net increase in cash held in money market accounts as a result of our April 2026 Offering and subsequent debt restructuring and property acquisition and disposition activities.

Previous wording

The gain of $0.3 million recognized in the three months ended June 30, 2025 is in connection with the repayment of a loan prior to maturity in conjunction with the sale of a property. There was no debt extinguished during the three months ended June 30, 2026.

Current wording

The loss of$0.4 million recognized during the three months ended September 30, 2026 is attributed primarily to the write off of unamortized deferred financing costs upon the repayment of our debt and in connection with the recast of the Credit Facilitiesin August 2026, partially offset by a gain on the defeasance of a loan prior to maturity in connection with the sale of 30 OMFs in September 2026. There was no gain or loss on extinguishment recognized in the three months ended September 30, 2025.

Previous 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.

Current wording

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.

Previous wording

The loss of$47 thousand recognized in the three months ended June 30, 2026 reflects a decrease in future expected proceeds on the derivative assets over the current period. The gain of$32 thousand recognized in the three months ended June 30, 2025 reflects an increase in future expected proceeds over the comparative period.

Current wording

The loss of$64 thousand recognized in the three months ended September 30, 2026 reflects a decrease in future expected proceeds on the derivative assets over the current period. The loss of$77 thousand recognized in the three months ended September 30, 2025 reflects a decrease in future expected proceedson the derivative assets over the comparative period.

Previous 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.

Current wording

Income taxes generally relate to our SHOP communities, which are leased to our TRSs. We recorded an income tax expense of approximately$97 thousand for the three months ended September 30, 2026 compared to an income tax benefit of$66 thousand for the three months ended September 30, 2025.

Previous 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.

Current wording

Allocation for preferred stock decreased by$0.9 million to $2.4 million for the three months ended September 30, 2026 from $3.3 million for the three months ended September 30, 2025 due to repurchases and our self-tender offer for preferred stock subsequent to the third quarter of 2025.

Previous wording

The following table shows our results of operations for the six months ended June 30, 2026 and 2025 and the period to period change by line item of the consolidated statements of operations (dollars in thousands)(1):

Current wording

The following table shows our results of operations for the nine months ended September 30, 2026 and 2025 and the period to period change by line item of the consolidated statements of operations (dollars in thousands):

Previous wording

(1)Excludes one land parcel at both June 30, 2026 and 2025.

Current wording

(1)Excludes one land parcel as of and for both the nine months ended September 30, 2026 and 2025.

Previous wording

The increase in SHOP NOI for the six 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 prior year period.

Current wording

The increase in SHOP NOI for the nine months ended September 30, 2026 over the same period in 2025 was primarily due to an increase in net operating income attributed to the acquisition of 24 SHOPs subsequent to the prior year period, higher average occupancy and revenue per occupied room of our existing SHOP communities and reduced net operating losses attributed to the disposition of seven SHOPs during and subsequent to the prior year period.

Previous 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.

Current wording

The decrease in OMF NOI for the nine months ended September 30, 2026 over the same period in 2025 was primarily driven by reduced net operating losses attributed to the disposition of 48 OMFs during and subsequent to the prior year period.

Previous 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.

Current wording

We recorded$10.7 million of impairment charges during the nine months ended September 30, 2026 related to two held-for-use SHOP communities and four held-for-use OMFs. We recorded$33.8 million of impairment charges during the nine months ended September 30, 2025 on five SHOP communities, one of which was held-for-sale as of September 30, 2025, and four OMFs. These properties were impaired to their sales price as determined by their purchase and sale agreements or non-binding letters of intent.

Previous wording

Acquisition and transaction related expenses decreased by$365 thousand to $183 thousand for thesix months ended June 30, 2026 from $548 thousand for thesix months ended June 30, 2025 primarily due to non-recurring transaction costs paid to the external former advisor in 2025, which did not recur in the current year, and dead deal costs.

Current wording

Acquisition and transaction related expenses increased by$0.4 million to $1.1 million for thenine months ended September 30, 2026 from $0.6 million for thenine months ended September 30, 2025 primarily due to operator transition costs incurred in 2026 in connection with SHOP acquisitions, partially offset by non-recurring transaction costs paid to the external former advisor in 2025, which did not recur in the current year.

Previous wording

General and administrative expenses increased by $2.1 million to $12.1 million for thesix months ended June 30, 2026 from $10.0 million for thesix months ended June 30, 2025 primarily due to equity-based compensation expense incurred in thesix 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 during the six 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.

Current wording

General and administrative expenses increased by $4.2 million to $19.9 million for thenine months ended September 30, 2026 from $15.6 million for thenine months ended September 30, 2025 primarily due to our expanded employee base consistent with our enterprise growth and inflationary increases and equity-based compensation expense incurred in thenine months ended September 30, 2026. Equity-based compensation was first granted to the Board of Directors, executive officers and certain other employees in May 2025, resulting in a partial period of equity-based compensation expense incurred during the nine months ended September 30, 2025. Additional awards were granted to the Company’s Board of Directors, executive officers and certain other employees in April 2026 in connection with the April 2026 Offering and as part of the Company’s annual long-term incentive equity grants.

Previous 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.

Current wording

Depreciation and amortization expense decreased by $0.3 million to $60.0 million for thenine months ended September 30, 2026 from $60.3 million for thenine months ended September 30, 2025 primarily due to property dispositions during and subsequent to the prior year period, partially offset by property acquisitions subsequent to the prior year period.

Previous wording

Interest expense decreased by $3.0 million to $27.4 million for thesix months ended June 30, 2026 from $30.4 million for thesix months ended June 30, 2025 primarily due to a $11.3 million decrease driven by repayment of a $330 million secured term loan in December 2025, a $1.8 million decrease attributed to declining variable rates on the Fannie Mae Secured Debt and a $3.0 million decrease due to the amortization of a gain on a swap terminated in December 2025. Amortization of the gain on the terminated swap is expected to continue through December 2026. The decreases in interest expense is partially offset by a $7.5 million increase in interest expense relating to the $150 million Term Loan entered into in December 2025 and a $5.8 million increase in interest expense due to less swap interest proceeds in 2026.

Current wording

Interest expense decreased by $5.9 million to $39.6 million for thenine months ended September 30, 2026 from $45.4 million for thenine months ended September 30, 2025 primarily due to a $16.9 million decrease driven by repayment of Secured Term Loan 2 in December 2025, a $5.7 million decrease driven by repayment of Fannie Mae Secured Debt 1 and Fannie Mae Secured Debt 2 in August 2026 and a $1.3 million decrease driven by repayment of the an OMF warehouse facility in April 2025. These decreases are partially offset by a $15.0 million increase in interest expense relating to the Credit Facilities entered into in December 2025 and recast of the Credit Facilities in August 2026 and a $3.8 million increase related to the amortization of gain on a swap terminated in December 2025. Amortization of the gain on the terminated swap is expected to continue through December 2026.

Previous 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$2.3 million for thesix months ended June 30, 2026 compared to the six 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.

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$3.0 million for thenine months ended September 30, 2026 compared to the nine months ended September 30, 2025 primarily due to a net increase in cash held in money market accounts as a result of our April 2026 Offering and subsequent debt restructuring and property acquisition and disposition activities.

Previous wording

Gain on Extinguishment of Debt

Current wording

(Loss) Gain on Extinguishment of Debt

Previous wording

The gain of $0.3 million recognized in thesix months ended June 30, 2025 is in connection with the repayment of a loan prior to maturity in conjunction with the sale of a property. There was no debt extinguished during thesix months ended June 30, 2026.

Current wording

The loss of $0.4 million recognized during thenine months ended September 30, 2026 is primarily attributed to the write off of unamortized deferred financing costs upon the repayment of our debt and in connection with the recast of the Credit Facilitiesin August 2026, partially offset by a gain on the defeasance of a loan prior to maturityin connection with the sale of 30 OMFs in September 2026. The gain of $0.3 million recognized during thenine months ended September 30, 2025 is in connection with the repayment of a loan prior to maturity in conjunction with the sale of a property.

Previous wording

The gain of$0.1 million recognized in the six months ended June 30, 2026 reflects an increase in future expected proceeds on the derivative assets over the current period. The gain of$31 thousand recognized in the six months ended June 30, 2025 reflects an increase in the future expected proceeds on the derivative assets over the comparative period.

Current wording

The gain of$78 thousand recognized in the nine months ended September 30, 2026 reflects an increase in future expected proceeds on the derivative assets over the current period. The loss of$46 thousand recognized in the nine months ended September 30, 2025 reflects an decrease in the future expected proceeds on the derivative assets over the comparative period.

Previous wording

Income taxes generally relate to our SHOP communities, which are leased to our TRSs. We recorded an income tax expense of approximately $0.1 million for the six months ended June 30, 2026. Income tax benefit for the six months ended June 30, 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$27 thousand for the nine months ended September 30, 2026 compared to an income tax expense of$60 thousand for the nine months ended September 30, 2025.

Previous wording

Allocation for preferred stock decreased by$0.8 million to $6.1 million for the six months ended June 30, 2026 from $6.8 million for the six months ended June 30, 2025 due to repurchases and our self-tender offer for preferred stock subsequent to the second quarter of 2025.

Current wording

Allocation for preferred stock decreased by$1.7 million to $8.5 million for the nine months ended September 30, 2026 from $10.2 million for the nine months ended September 30, 2025 due to repurchases and our self-tender offer for preferred stock subsequent to the third quarter of 2025.

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, 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 nine months ended September 30, 2026 and 2025 (dollars in thousands):

Previous 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.

Current wording

Net cash provided by operating activities increased by $49.4 million for the nine months ended September 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 organic growth in our SHOP segment and accretive acquisition activity in 2026.

Previous wording

Net cash flows used in investing activities increased by $184.9 million for the six months ended June 30, 2026 compared to the same period in 2025 primarily due to $98.0 million disbursed for the acquisition of two SHOP communities during thesix months ended June 30, 2026 and $88.8 million aggregate proceeds received from the sale of 15 OMFs and three SHOP communities during the sixmonths ended June 30, 2025.

Current wording

Net cash flows used in investing activities increased by $262.6 million for the nine months ended September 30, 2026 compared to the same period in 2025 primarily due to $399.2 million disbursed for the acquisition of 24 SHOP communities during thenine months ended September 30, 2026, partially offset by a $142.0 million increase in disposition proceeds year over year.

Previous wording

Cash flows provided by financing activities increased by $306.0 million for the six months ended June 30, 2026 compared to the same period in 2025 primarily due to the $495.5 million cash received, net of offering costs, from the Offering in April 2026, partially offset by the$186.0 million full repayment of the Revolving Facility (as defined below) and$26.7 million paid to repurchase our preferred stock in 2026.

Current wording

Cash flows provided by financing activities increased by $220.4 million for the nine months ended September 30, 2026 compared to the same period in 2025 primarily due to the $495.5 million cash received, net of offering costs, from the April 2026 Offering and the $269.0 million net borrowings under the August 2026 Credit Agreement, partially offset by the $334.9 million repayment of the Fannie Mae Secured Debt, the $118.3 million repayment of Secured Term Loan 1 and Secured Term Loan 3 and the$107.8 million paid to repurchase our preferred stock in 2026.

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, 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.

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 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. In addition, as a “well-known seasoned issuer”, we filed an automatic universal shelf registration statement on August 7, 2026, effective for up to three years, under which we may offer an undetermined amount of debt and equity securities from time to time, which we may use to fund future acquisitions, investments or other capital needs.

Previous 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.

Current wording

We expect to fund our future short-term operating liquidity requirements, including acquisitions and distributions to holders of common stock, through a combination of current cash on hand, net cash provided by our operating activities and property dispositions, future draws 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.