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Community Healthcare Trust Inc

For the period ended Jun 30, 2025. Filed Jul 29, 2025.

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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.

Jun 30, 2025 · Filed Jul 29, 2025

CHCT$14.84+0.9%Stored close · as of Nov 9, 2026

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Notes to Condensed Consolidated Financial Statements

June 30, 2025

(Unaudited)

NOTE 1. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

Business Overview

Community Healthcare Trust Incorporated (the ‘‘Company’’, ‘‘we’’, ‘‘our’’) was organized in the State of Maryland on March 28, 2014. The Company is a fully-integrated healthcare real estate company that owns and acquires real estate properties that are leased to hospitals, doctors, healthcare systems or other healthcare service providers. As of June 30, 2025, the Company had gross investments of approximately $1.2 billion in 200 real estate properties (includingone property with sales-type leases with a gross amount totaling approximately $8.1 million andone property classified as an asset held for sale with a net investment totaling approximately $5.5 million). The properties are located in 36 states, totaling approximately 4.5 million square feet in the aggregate and were approximately 90.7% leased, excluding the real estate asset held for sale, with a weighted average remaining lease term of approximately 6.6 years. Any references to square footage, property count, or occupancy percentages, and any amounts derived from these values in these notes to the Condensed Consolidated Financial Statements, are outside the scope of our independent registered public accounting firm's review.

Basis of Presentation

The Condensed Consolidated Financial Statements have been prepared in accordance with accounting principles generally accepted in the United States of America (“GAAP”) for interim financial information and with the instructions to Form 10-Q and Article 10 of Regulation S-X. They do not include all of the information and footnotes required by GAAP for complete financial statements. This interim financial information should be read in conjunction with the consolidated financial statements included in the Company’s Annual Report on Form 10-K for the year ended December 31, 2024. Management believes that all adjustments of a normal, recurring nature considered necessary for a fair presentation have been included. This interim financial information does not necessarily represent or indicate what the operating results will be for the year ending December 31, 2025. All intercompany accounts and transactions have been eliminated.

Use of Estimates in the Condensed Consolidated Financial Statements

Preparation of the Condensed Consolidated Financial Statements in accordance with GAAP requires management to make estimates and assumptions that affect amounts reported in the Condensed Consolidated Financial Statements and accompanying notes, including among others, estimates related to impairment assessments, purchase price allocations, valuation of properties held for sale, allowances for accounts and interest receivables, and valuation of financial instruments. Actual results may materially differ from those estimates.

Segment Reporting

The Company acquires and owns, or finances, healthcare-related real estate properties that are leased to hospitals, doctors, healthcare systems or other healthcare service providers throughout the U.S. The Company operates and manages its business asone reportable operating segment. Operating segments are defined as components of an enterprise where separate financial information is evaluated regularly by the chief operating decision maker ("CODM") in deciding how to allocate resources and assess performance. The Company's CODM is the Chief Executive Officer who reviews total consolidated assets and consolidated net income and assesses the performance of the Company's portfolio and makes operating decisions accordingly. There are no significant segment expenses which require disclosure other than the expenses presented on the Consolidated Statements of Income.

Cash and Cash Equivalents

Cash and cash equivalents may include short-term investments with original maturities of three months or less when purchased. The carrying amounts approximate fair value due to the short term maturity of these investments.

Accounting Pronouncements Not Yet Adopted

ASU 2023-09, Income Taxes (Topic 740): Improvements to Income Tax Disclosures, provides disaggregated information about a reporting entity’s effective tax rate reconciliation as well as information on income taxes paid. One of the amendments in ASU 2023-09 includes disclosure of, on an annual basis, a tabular rate reconciliation of both amounts and percentages of (i) the reported income tax expense (or benefit) from continuing operations, to (ii) the product of the income (or loss) from continuing operations before income taxes and the statutory federal income tax rate using specific categories, including separate disclosure for any reconciling items within certain categories that are equal to or greater than a specified quantitative threshold of 5%. ASU 2023-09 also requires disclosure of, on an annual basis, the year-to-date amount of income taxes paid (net of refunds received) disaggregated by federal, state, and foreign jurisdictions, including additional disaggregated information on income taxes paid (net of refunds received) to an individual jurisdiction equal to or greater than 5% of total income taxes paid (net of refunds received). The amendments in ASU 2023-09 are effective for annual periods beginning after December 15, 2024. While the adoption is not expected to have an impact on our financial statements, it is expected to result in incremental disclosures within the footnotes to our Consolidated Financial Statements.

ASU 2024-03, Disaggregation of Income Statement Expenses, will require entities to provide enhanced disclosures related to certain expense categories included in income statement captions. ASU 2024-03 aims to increase transparency and provide investors with more detailed information about the nature of expenses reported on the face of the income statement. The new standard does not change the requirements for the presentation of expenses on the face of the income statement. Entities will be required to disaggregate, in a tabular format, expense captions presented on the face of the income statement, including but not limited to employee compensation, intangible asset amortization, and depreciation and amortization. For any remaining items within each relevant expense caption, entities must provide a qualitative description of the nature of those expenses. ASU 2024-03 is effective for annual reporting periods beginning after December 15, 2026 and interim reporting periods beginning after December 15, 2027 though early adoption is permitted. While the adoption is not expected to have an impact on our financial statements, it is expected to result in incremental disclosures within the footnotes to our Consolidated Financial Statements.

NOTE 2. REAL ESTATE INVESTMENTS

As of June 30, 2025, we had gross investments of approximately $1.2 billion in 200 real estate properties (includingone property with sales-type leases with a gross amount totaling approximately $8.1 million andone property classified as an asset held for sale with a net investment totaling approximately $5.5 million). The Company's investments are diversified by property type, geographic location, and tenant as shown in the following tables:

Property Type# of PropertiesGross Investment(in thousands)
Medical Office Building93$472,188
Inpatient Rehabilitation Hospitals9198,319
Acute Inpatient Behavioral5130,535
Specialty Centers36116,771
Physician Clinics35108,634
Behavioral Specialty Facilities1375,271
Surgical Centers and Hospitals748,644
Long-term Acute Care Hospitals221,484
Total200$1,171,846
State# of PropertiesGross Investment(in thousands)
Texas16$184,275
Illinois20140,956
Ohio25115,518
Florida25110,324
Pennsylvania1668,043
All Others98552,730
Total200$1,171,846
Primary Tenant# of PropertiesGross Investment(in thousands)
Lifepoint Health5$86,712
US HealthVest377,964
All Others (less than 4%)1921,007,170
Total200$1,171,846

NOTE 3. REAL ESTATE LEASES

Lessor Accounting

The Company’s properties are generally leased pursuant to non-cancelable, fixed-term operating leases with expiration dates through 2045. The Company’s leases generally require the lessee to pay minimum rent, with fixed rent renewal terms or increases based on a Consumer Price Index and may also include additional rent, which may include the reimbursement of taxes (including property taxes), insurance, maintenance and other operating costs associated with the leased property. Some leases also allow the lessee to renew or extend their lease term or in some cases terminate their lease, based on conditions provided in the lease.

Future minimum lease payments under the non-cancelable operating leases due to the Company for the years ending December 31, as of June 30, 2025, are as follows (in thousands):

2025 (six months ended December 31)$51,112
202696,061
202788,618
202881,757
202971,842
2030 and thereafter383,555
$772,945

Rental income is recognized as earned over the life of the lease agreement on a straight-line basis when collection of rental payments over the term of the lease is probable. Straight-line rent increased rental income by approximately $1.2 million and $1.8 million, respectively, for the three and six months ended June 30, 2025, reduced rental income by approximately $0.2 million for the three months ended June 30, 2024, and increased rental income by approximately $0.6 million for the six months ended June 30, 2024.

Purchase Option Provisions

Certain of the Company's leases provide the lessee with a purchase option or a right of first refusal to purchase the leased property. The purchase option provisions generally allow the lessee to purchase the leased property at fair value or at an amount greater than the Company's gross investment in the leased property at the time of the purchase. At June 30, 2025, the Company had an aggregate gross investment of approximately $37.4 million intwelve real estate properties with purchase options exercisable at June 30, 2025 that had not been exercised.

Sales-type Leases

The Company hasone property withtwo sales-type leases totaling approximately $8.0 million included in other assets, net on the Company's Condensed Consolidated Balance Sheets. During the second quarter of 2025, the Company amended an operating lease on a property, resulting in a sales-type lease. As a result, the Company recorded a gross lease receivable of $5.1 million which is included in other assets, net on the Company's Condensed Consolidated Balance Sheet. Future lease payments due to the Company under these leases for the years ending December 31, as of June 30, 2025, are as follows (in thousands):

2025 (six months ended December 31)$427
2026867
2027888
2028910
2029932
2030 and thereafter9,618
Total undiscounted lease receivable13,642
Discount(5,638)
Lease receivable$8,004

The Company recognized interest income of approximately $0.2 million and $0.1 million during the three months ended June 30, 2025 and June 30, 2024, respectively, and approximately $0.2 million during each of the six months ended June 30, 2025 and 2024, which is included in other operating interest on the Company's Condensed Consolidated Statements of Operations.

Lessee Accounting

At June 30, 2025, the Company was obligated, as the lessee, under four non-prepaid ground leases accounted for as operating leases with expiration dates, including renewal options, through 2076, andtwo non-prepaid ground leases accounted for as finance leases with expiration dates through 2109, including renewal options. Any rental increases related to the Company's ground leases are generally either stated or based on the Consumer Price Index. The Company's future lease payments under these non-prepaid ground leases were as follows (in thousands):

Operating · Financing
2025 (six months ended December 31)$22$77
202644154
202745154
202846154
202947154
2030 and thereafter1,0556,649
Total undiscounted lease payments1,2597,342
Discount(503)(4,088)
Lease liabilities$756$3,254

The following table discloses other information regarding the ground leases.

Three Months EndedJune 30,
20252024
Operating leases:
Weighted-average remaining lease term in years (including renewal options)33.334.5
Weighted-average discount rate4.0%4.0%
Financing leases:
Weighted-average remaining lease term in years (including renewal options)38.439.3
Weighted-average discount rate4.2%4.2%

NOTE 4. REAL ESTATE ACQUISITION, DISPOSITIONS, AND ASSET HELD FOR SALE

Acquisition

During the first quarter of 2025, the Company acquired a behavioral specialty facility for cash consideration of approximately $9.7 million. Because the lease had not yet commenced and was accounted for as a sale-leaseback transaction, the Company could not recognize the acquisition as a real estate purchase but rather as a financing transaction. During the second quarter of 2025, the lease commenced, the real estate purchase was recognized, and the asset was reclassified from other assets to real estate properties on the Company's Condensed Consolidated Balance Sheet. The property is 100% leased to a tenant with a lease expiration in 2040. Amounts reflected in revenues and net income for the property for the six months ended June 30, 2025 were approximately $0.4 million and $0.3 million, respectively, and transaction costs totaling approximately $0.2 million were capitalized relating to the property acquisition. The following table summarizes our property acquisition for the six months ended June 30, 2025:

LocationProperty Type (1)Number of PropertiesDateAcquiredPurchase PriceCash ConsiderationReal EstateOther (2)Square Footage
(000's) · (000's) · (000's) · (000's)
Cartersville, GABSF13/6/2025 (3)$9,504$9,711$9,720$(9)38,339
$9,504$9,711$9,720$(9)38,339
(1) BSF - Behavioral Specialty Facility
(2) Includes liabilities assumed at acquisition
(3) The date acquired above for the Cartersville, GA property is the date the Company closed on the transaction with the seller. The lease commenced on 4/4/2025.

The following table summarizes the relative fair values of the assets acquired and liabilities assumed in the property acquisition for the six months ended June 30, 2025:

Relative Fair Value · Estimated Useful Life
(in thousands) · (in years)
Land and land improvements$3,33015.0
Building and building improvements6,39044.7
Liabilities assumed(9)
Total cash consideration$9,711

Asset Dispositions

During the second quarter of 2025, the Company disposed of a building in Ohio, received net proceeds of approximately $0.6 million, and recognized a gain of approximately $0.2 million on the sale. The property was previously classified as a real estate asset held for sale on the Company's Condensed Consolidated Balance Sheet. Also, during the second quarter of 2025, the Company amended an operating lease on a property that resulted in a sales-type lease. As such, the Company reclassified the net book value of the real estate totaling $3.7 million to a net lease investment in other assets on the Condensed Consolidated Balance Sheet and recognized a gain on sale totaling approximately $1.3 million (see also sales-type leases in Note 3 – Real Estate Leases).

Assets Held for Sale

The Company hadone property classified as held for sale as of June 30, 2025 andtwo properties classified as held for sale as of December 31, 2024. During the second quarter of 2025, the Company recorded impairment charges of $0.9 million on a property held for sale at June 30, 2025 and December 31, 2024, based on estimated sale prices. The table below reflects the real estate assets classified as assets held for sale as of June 30, 2025 and December 31, 2024.

(Dollars in thousands)June 30, 2025December 31, 2024
Balance Sheet data:
Land$1,048$1,225
Building, improvements, and lease intangibles6,8038,218
7,8519,443
Accumulated depreciation(2,386)(2,688)
Assets held for sale, net$5,465$6,755

NOTE 5. DEBT, NET

The table below details the Company's debt as of June 30, 2025 and December 31, 2024.

Balance as of
(Dollars in thousands)June 30, 2025December 31, 2024Maturity Dates
Credit Facility:
Revolving Credit Facility$226,000$212,00010/29
A-4 Term Loan, net124,692124,6353/28
A-5 Term Loan, net149,385149,3203/30
$500,077$485,955

Credit Facility

The Company's third amended and restated credit agreement, as amended on October 16, 2024 (the "Credit Facility") is by and among Community Healthcare Trust Incorporated, as borrower, the several banks and financial institutions party thereto as lenders, and Truist Bank, as administrative agent. The Credit Facility provides for a $400.0 million revolving credit facility (the "Revolving Credit Facility") and $275.0 million in term loans (the "Term Loans"). The Revolving Credit Facility matures on October 16, 2029. The Term Loans include a term loan facility in the aggregate principal amount of $125.0 million (the "A-4 Term Loan"), which matures on March 19, 2028, and a term loan facility in the aggregate principal amount of $150.0 million (the "A-5 Term Loan") which matures on March 14, 2030. Loans under the Credit Facility are interest only with principal amounts due as of each facility's applicable maturity date. The Company's material subsidiaries are guarantors of the obligations under the Credit Facility.

Amounts outstanding under the Revolving Credit Facility bear interest at a floating rate based on the Company's option, on either: (i) adjusted term SOFR or adjusted daily simple SOFR plus 1.15% to 1.75% or (ii) a base rate plus 0.15% to 0.75% in each case, depending upon the Company’s leverage ratio. In addition, the Company is obligated to pay an annual fee equal to 0.20% of the amount of the unused portion of the Revolving Credit Facility if amounts borrowed are greater than 33.3% of the borrowing capacity under the Revolving Credit Facility and 0.25% of the unused portion of the Revolving Credit Facility if amounts borrowed are less than or equal to 33.3% of the borrowing capacity under the Revolving Credit Facility. At June 30, 2025, the Company had $226.0 million outstanding under the Revolving Credit Facility with a borrowing capacity remaining of $174.0 million.

Amounts outstanding under the Term Loans will bear interest at a floating rate that is based, at the Company's option, on either (i) adjusted term SOFR or adjusted daily SOFR plus 1.65% to 2.30%, plus a simple SOFR adjustment equal to 0.10% per annum, or (ii) a base rate plus 0.65% to 1.30%, in each case, depending upon the Company’s leverage ratio.

The Company has entered into interest rate swaps to fix the interest rates on the Term Loans and a portion of the Revolving Credit Facility. At June 30, 2025, the Company had fixed the $275.0 million outstanding under the Term Loans and $75.0 million of the Revolving Credit Facility, which had an aggregate fixed weighted average interest rate under the swaps of approximately 4.7% and 3.8% respectively. See Note 6 – Derivative Financial Instruments for more details on the interest rate swaps. The floating rate for the $151.0 million of the Revolving Credit Facility not under a swap was approximately 6.0% at June 30, 2025.

The Company’s ability to borrow under the Credit Facility is subject to its ongoing compliance with a number of customary affirmative and negative covenants, including limitations with respect to liens, indebtedness, distributions, mergers, consolidations, investments, restricted payments and asset sales, as well as financial maintenance covenants. The Company was in compliance with its financial covenants under its Credit Facility as of June 30, 2025.

NOTE 6. DERIVATIVE FINANCIAL INSTRUMENTS

Risk Management Objective of Using Derivatives

The Company may use derivative financial instruments, including interest rate swaps, caps, options, floors and other interest rate derivative contracts, to hedge all or a portion of the interest rate risk associated with its borrowings. The principal objective of such arrangements is to minimize the risks and/or costs associated with the Company’s operating and financial structure as well as to hedge specific anticipated transactions. The Company does not intend to utilize derivatives for speculative or other purposes other than interest rate risk management. The use of derivative financial instruments carries certain risks, including the risk that the counterparties to these contractual arrangements are not able to perform under the agreements. To mitigate this risk, the Company only enters into derivative financial instruments with counterparties with high credit ratings and with major financial institutions with which the Company and its affiliates may also have other financial relationships. The Company does not anticipate that any of the counterparties will fail to meet their obligations.

Cash Flow Hedges of Interest Rate Risk

The Company’s objectives in using interest rate derivatives are to add stability to interest expense and to manage its exposure to interest rate movements. To accomplish these objectives, the Company primarily uses interest rate swaps as part of its interest rate risk management strategy. Interest rate swaps designated as cash flow hedges involve the receipt of variable-rate amounts from a counterparty in exchange for the Company making fixed-rate payments over the life of the agreements without exchange of the underlying notional amount.

As of June 30, 2025, the Company hadfifteen outstanding interest rate derivatives that were designated as cash flow hedges of interest rate risk for notional amounts totaling $350.0 million, which mature between 2026 and 2030. See Note 5 – Debt, net.

Tabular Disclosure of Fair Value of Derivative Instruments on the Balance Sheet

The table below presents the fair value of the Company’s derivative financial instruments as well as their classification on the Condensed Consolidated Balance Sheets as of June 30, 2025 and December 31, 2024.

Asset Derivatives Fair Value atLiability Derivatives Fair Value at
(Dollars in thousands)June 30, 2025December 31, 2024Balance Sheet ClassificationJune 30, 2025December 31, 2024Balance Sheet Classification
Interest rate swaps$9,121$17,631Other assets, net$—$—Other liabilities, net

The changes in the fair value of derivatives designated and that qualify as cash flow hedges are recorded in accumulated other comprehensive income ("AOCI") and are subsequently reclassified to interest expense in the period that the hedged forecasted transaction affects earnings.

Amounts reported in AOCI related to derivatives will be reclassified to interest expense as interest payments are made on the Company’s Term Loans. During the next twelve months, the Company estimates that an additional $5.2 million will be reclassified from AOCI as a decrease to interest expense.

Tabular Disclosure of the Effect of Cash Flow Hedge Accounting on Accumulated Other Comprehensive Income

The table below details the location in the financial statements of the gain or loss recognized on interest rate derivatives designated as cash flow hedges for the three and six months ended June 30, 2025 and 2024.

Three Months EndedJune 30,Six Months EndedJune 30,
(Dollars in thousands)2025202420252024
Amount of unrealized (loss) gain recognized in OCI on derivative$(1,463)$2,703$(4,876)$10,573
Amount of gain reclassified from AOCI into interest expense$(1,818)$(2,703)$(3,634)$(5,500)
Total interest expense presented in the Condensed Consolidated Statements of Operations in which the effects of the cash flow hedges are recorded$6,592$5,986$12,944$11,048

Tabular Disclosures of Offsetting Derivatives

The tables below present a gross presentation, the effects of offsetting, and a net presentation of the Company's derivatives as of June 30, 2025 and December 31, 2024. The net amounts of derivative assets or liabilities can be reconciled to the tabular disclosure of fair value. As of June 30, 2025 and December 31, 2024 the Company did not have any derivatives in a liability position, therefore we do not present offsetting of derivative liabilities to be reconciled to the tabular disclosure of fair value. The tabular disclosure of fair value provides the location that derivative assets and liabilities are presented on the Condensed Consolidated Balance Sheets.

Offsetting of Derivative Assets (as of June 30, 2025)
Gross Amounts Not Offset in the Condensed Consolidated Balance Sheets
(In thousands)Gross Amounts of Recognized AssetsGross Amounts Offset in the Condensed Consolidated Balance SheetNet Amounts of Assets in the Condensed Consolidated Balance SheetsFinancial InstrumentsCash Collateral ReceivedNet Amount
Derivatives$9,121$—$9,121$—$—$9,121
Offsetting of Derivative Assets (as of December 31, 2024)
Gross Amounts Not Offset in the Condensed Consolidated Balance Sheets
(In thousands)Gross Amounts of Recognized AssetsGross Amounts Offset in the Condensed Consolidated Balance SheetNet Amounts of Assets in the Condensed Consolidated Balance SheetsFinancial InstrumentsCash Collateral ReceivedNet Amount
Derivatives$17,631$—$17,631$—$—$17,631

Credit-risk-related Contingent Features

As of June 30, 2025, the Company did not have any derivatives in a net liability position. As of June 30, 2025, the Company had not posted any collateral related to these agreements and was not in breach of any agreement provisions. If the Company terminated these interest rate swaps or breached any of these provisions, it could have been required to settle its obligations under the agreements at their aggregate termination value.

NOTE 7. STOCKHOLDERS' EQUITY

Common Stock

The following table provides a reconciliation of the beginning and ending common stock balances for the six months ended June 30, 2025 and for the year ended December 31, 2024:

(In thousands)Six Months EndedJune 30, 2025Year Ended December 31, 2024
Balance, beginning of period28,24227,613
Issuance of common stock—313
Vested RSUs2811
Restricted stock issued, net of withheld shares and forfeitures98305
Balance, end of period28,36828,242

ATM Program

On February 18, 2025, the Company amended its at-the-market offering program ("ATM Program") with Piper Sandler & Co., Piper Sandler Financial Products II Inc., Evercore Group L.L.C., Fifth Third Securities, Inc., Huntington Securities, Inc., Janney Montgomery Scott LLC, KeyBanc Capital Markets Inc., Regions Securities LLC, Truist Bank, and Truist Securities, Inc. in their capacities as Sales Agents, Forward Purchasers and/or Forward Sellers (each, an “Agent”, and, collectively, the “Agents”).

Under the ATM Program, the Company may issue and sell shares of its common stock, having an aggregate gross sales price of up to $300.0 million, exclusive of shares of common stock sold under its prior agreements with our Agents. The shares of common stock may be sold from time to time through or to one or more of the Agents, as may be determined by the Company in its sole discretion, subject to the terms and conditions of the third amended and restated sales agency agreement and applicable law. In addition, the Company may enter into one or more forward sales agreements under the ATM Program.

The Company did not issue any shares under the ATM Program during the six months ended June 30, 2025. As of June 30, 2025, the Company had $300.0 million remaining that may be issued under the ATM Program.

NOTE 8. NET LOSS PER COMMON SHARE

The following table sets forth the computation of basic and diluted net loss per common share for the three and six months ended June 30, 2025 and 2024, respectively. Net income (loss) available to common stockholders excludes dividends paid on participating securities which include restricted stock and time-based RSUs. Dividends accrue but are not paid on unvested performance-based RSUs.

Three Months EndedJune 30,Six Months EndedJune 30,
(In thousands, except per share data)2025202420252024
Net loss$(12,557)$(10,427)$(10,966)$(6,762)
Participating securities' share in earnings(1)(770)(657)(1,528)(1,303)
Net loss, less participating securities' share in earnings$(13,327)$(11,084)$(12,494)$(8,065)
Weighted average Common Shares outstanding
Weighted average Common Shares outstanding28,36427,87928,34427,780
Unvested restricted shares(1,561)(1,400)(1,576)(1,392)
Weighted average Common Shares outstanding–Basic26,80326,47926,76826,388
Weighted average Common Shares outstanding –Diluted26,80326,47926,76826,388
Basic Net Loss Per Common Share$(0.50)$(0.42)$(0.47)$(0.31)
Diluted Net Loss Per Common Share$(0.50)$(0.42)$(0.47)$(0.31)
(1) Net income available to common stockholders excludes dividends paid on participating securities which include restricted stock and time-based RSUs. Dividends accrue but are not paid on unvested performance-based RSUs.

NOTE 9. STOCK INCENTIVE PLAN

Restricted Stock Awards

A summary of restricted stock award activity for the three and six months ended June 30, 2025 and 2024 is included in the table below, as well as compensation expense recognized from the amortization of the value of shares over the applicable vesting periods.

Three Months EndedJune 30, · Six Months EndedJune 30,
(Dollars and shares in thousands) · 2025 · 2024 · 2025 · 2024
Stock-based awards, beginning of period1,5981,3801,5601,374
Stock in lieu of compensation28168959
Stock awards563811485
Total stock granted8454203144
Vested shares(225)(17)(306)(101)
Forfeited shares(2)—(2)—
Stock-based awards, end of period1,4551,4171,4551,417
Amortization expense (1)$6,735$2,152$9,360$4,260
___________
(1) Amortization expense for the three and six months ended June 30, 2025 includes accelerated amortization totaling $4.4 million related to a termination discussed in more detail below.

Restricted Stock Issuances

On May 1, 2025, pursuant to the 2024 Incentive Plan, the Company granted an aggregate of 32,620 shares of restricted stock to its Board of Directors, which will cliff vest inthree years. On May 15, 2025, pursuant to the 2024 Incentive Plan and the Fourth Amended and Restated Alignment of Interest Program, the Company granted an aggregate of 44,231 shares of restricted stock to its Board of Directors, in lieu of fees, that will cliff vest inthree years. Of the shares granted,27,644 shares of restricted stock were granted in lieu of compensation from the program pool and 16,587 shares of restricted stock were awarded based on the restriction period elected from the plan pool. Also, on June 2, 2025, pursuant to the 2024 Incentive Plan, the Company granted 7,000 shares of restricted stock to an employee that will cliff vest infive years.

Restricted Stock Units

A summary of the Company's restricted stock unit (RSU) activity during the three and six months ended June 30, 2025 and 2024, respectively, is included in the table below, as well as compensation expense recognized from the amortization of the value of RSUs over the applicable vesting periods.

Three Months Ended June 30, · Six Months Ended June 30,
(Dollars and RSUs in thousands) · 2025 · 2024 · 2025 · 2024
Restricted Stock Units, beginning of period123134123—
Absolute TSR Performance-based RSUs granted (1)———57
Relative TSR Performance-based RSUs granted (1)———43
Time-based RSUs granted (2)———34
Total RSUs granted———134
Vested RSUs (2)(28)—(28)—
Restricted Stock Units, end of period9513495134
Amortization expense(3)$230$317$472$633
Grant Date Value Remaining at period end to be Amortized During the Performance Period$1,465$1,937$1,465$1,937
______________
(1) The number of performance-based RSUs granted were based on target levels. These RSUs will vest or will be forfeited based on the performance level achieved at the end of the performance period on June 30, 2026.
(2) The number of time-based RSUs granted were based on target levels and vest ratably on each of June 30, 2024, 2025 and 2026.
(3) Amortization expense for the three and six months ended June 30, 2025 includes accelerated amortization totaling $0.2 million related to a termination discussed in more detail below.

Accelerated Amortization of Restricted Stock and Restricted Stock Units

The Company's former Executive Vice President, Asset Management was terminated effective May 31, 2025. In accordance with his employment agreement, his unvested restricted shares totaling 198,015 shares vested and his unvested restricted stock units totaling 18,275 units vested at target upon termination. As such, upon termination and vesting of these shares, the Company accelerated the unamortized remaining balance of his deferred compensation at May 31, 2025 and recognized $4.6 million of amortization expense.

NOTE 10. OTHER ASSETS, NET

Other assets, net on the Company's Condensed Consolidated Balance Sheets as of June 30, 2025 and December 31, 2024 are detailed in the table below.

Balance as of
(Dollars in thousands)June 30, 2025December 31, 2024
Straight-line rent receivables, net$22,248$20,426
Fair value of interest rate swaps9,12117,631
Sales-type lessor receivable8,0043,012
Leasing commissions, net4,2594,104
Deferred financing costs, net3,3363,725
Financing lease right-of-use assets2,3972,427
Notes receivable, net of credit loss reserve2,08015,727
Mortgage note receivable2,0002,000
Prepaid assets1,9501,666
Accounts and interest receivables, net1,7094,138
Above-market intangible assets, net1,6251,932
Operating lease right of use assets683698
Other1,201616
$60,613$78,102

The Company's notes and mortgage note receivable included the following at June 30, 2025 and December 31, 2024:

In June 2025, a note receivable, secured by all assets and ownership interests inseven long-term acute care hospitals andone inpatient rehabilitation hospital owned by the borrower, was prepaid in full, along with interest through its maturity date of December 31, 2025. The balance on the note at December 31, 2024 was $3.0 million.

At June 30, 2025 and December 31, 2024, notes receivable included a fully-drawn term loan totaling $17.0 million and a revolving credit facility with $2.7 million and $4.5 million drawn, respectively, secured by assets and ownership interests ofsix geriatric behavioral hospitals and affiliated companies all of which are co-borrowers on the loans. At June 30, 2025, the Company had an unfunded commitment of $5.8 million on the revolving credit facility. Any future requests for borrowings under the revolving credit facility from this tenant will require review and approval by management. The revolving credit facility, as amended, bears interest at 9% per annum and matures on December 31, 2025. The term loan, as amended, bears interest at 9% per annum, with interest only payments due currently, quarterly installments of principal payments of $250,000 beginning March 31, 2026 through December 31, 2026, and quarterly installments of principal payments of $666,666 beginning on March 31, 2027 through the facility maturity on December 31, 2032. The term loan and revolving credit facility include a 3% per annum non-cash interest charge that is payable upon the earlier of the repayment or maturity of each note.

In the second quarter of 2024, the Company determined that the collectability of the term loan and revolver loan was not reasonably assured. The Company prepared a valuation of the notes based on the estimated fair value of the underlying collateral, requiring management to determine certain assumptions used for the estimation of fair value, including the determination of adjusted EBITDA and the selected EBITDA multiple range. As a result, in the second quarter of 2024, the Company recorded an $11.0 million credit loss reserve on these notes receivable and has placed the notes on non-accrual status.

During the second quarter of 2025, the tenant received indications of interest from various buyers for the sale of its business. Based on the offers received, the Company determined that the collectability of the remaining outstanding note and interest receivable balances related to this tenant were not reasonably assured. As such, during the three months ended June 30, 2025, the Company recognized an additional credit loss reserve for the remaining balances of the notes, totaling approximately $8.7 million and reserved the remaining outstanding interest receivable on these notes totaling approximately $1.7 million.

At June 30, 2025 and December 31, 2024, notes receivable, as amended, also included a $2.1 million revolving credit facility with a borrower. The revolving credit facility will be repaid in monthly installments of $20,000 from March 1, 2025 through May 31, 2025, $40,000 from June 1, 2025 through November 30, 2025, and $50,000 from December 1, 2025 through the maturity date of April 1, 2027 with a balloon payment due at maturity. Therevolving credit facility bears interest at 9% per annum, as well as a 3% per annum non-cash interest charge that is due and payable upon the earlier of the repayment or maturity of the note.

At June 30, 2025 and December 31, 2024, the Company had a $2.0 million mortgage note receivable with a developer which is secured by the land, improvements, and personal property. The mortgage loan, which bears interest at 10% per annum, will be interest only until the principal is due at the earlier of the sale of the property, or August 15, 2027.

The Company identified the borrowers of these notes as variable interest entities ("VIEs"), but management determined that the Company was not the primary beneficiary of the VIEs because we lack either directly or through related parties any material decision-making rights or control of the entities that impact the borrowers' economic performance. We are not obligated to provide support beyond our stated commitment to the borrowers, and accordingly our maximum exposure to loss as a result of this relationship is limited to the amount of our outstanding notes receivable. The VIEs that we have identified at June 30, 2025 are summarized in the table below.

ClassificationCarrying Amount (in thousands)Maximum Exposure to Loss(in thousands)
Note receivable (revolving credit facility)$2,080$2,080
Note receivable (mortgage note)$2,000$2,000

NOTE 11. OTHER LIABILITIES, NET

Other liabilities, net on the Company's Condensed Consolidated Balance Sheets as of June 30, 2025 and December 31, 2024 are detailed in the table below.

Balance as of
(Dollars in thousands)June 30, 2025December 31, 2024
Prepaid rent$5,813$6,504
Security deposits2,6772,975
Below-market lease intangibles, net1,9402,359
Financing lease liability3,2543,262
Operating lease liability756763
Other11491
$14,451$16,354

NOTE 12. FAIR VALUE OF FINANCIAL INSTRUMENTS

The following methods and assumptions were used to estimate the fair value of each class of financial instruments for which it is practical to estimate the fair value.

Cash and cash equivalents - The carrying amount approximated the fair value. The fair value estimates were determined using level 1 inputs.

Notes and mortgage note receivable - The fair value was estimated using cash flow analyses which are based on an assumed market rate of interest or at a rate consistent with the rates on notes carried by the Company and were classified as level 2 inputs in the hierarchy.

Notes receivable, net of credit loss - The fair value of these notes, net of credit loss, was estimated based on its estimated value of the underlying collateral on the notes and are classified as Level 3 in the hierarchy.

Borrowings under our Credit Facility - The carrying amount approximated the fair value because the borrowings were based on variable market interest rates. The fair value estimates were determined using level 2 inputs.

Derivative financial instruments (Interest rate swaps) - The fair value was estimated using discounted cash flow techniques. These techniques incorporate primarily level 2 inputs. The market inputs were utilized in the discounted cash flow calculation considering the instrument’s term, notional amount, discount rate and credit risk. Significant inputs to the derivative valuation model for interest rate swaps were observable in active markets and were classified as level 2 inputs in the hierarchy.

The table below details the fair values and carrying values for our notes and mortgage note receivable, and interest rate swaps at June 30, 2025 and December 31, 2024.

June 30, 2025December 31, 2024
(Dollars in thousands)Carrying ValueFair ValueCarrying ValueFair Value
Notes and mortgage note receivable, level 2$4,080$4,170$7,180$7,248
Notes receivable, net of credit loss, level 3(1)(2)$—$—$10,547$10,547
Interest rate swap asset$9,121$9,121$17,631$17,631
___________________
(1) During 2025 and 2024, the Company recorded an $8.7 million and $11.0 million, respectively, credit loss reserve related to the notes receivable with one tenant and moved from measuring fair value utilizing Level 2 inputs to Level 3 inputs, based on its estimated value of the underlying collateral.
(2) Calculated utilizing Level 3 inputs at June 30, 2025 and December 31, 2024. See the table below for Level 3 activity for the six months ended June 30, 2025 and the year ended December 31, 2024.
Level 3 Inputs
Notes Receivable:June 30, 2025December 31, 2024
Beginning fair value$10,547$—
Payments(1,875)—
Transfers from Level 2 to Level 3—21,547
Credit loss reserve(8,672)(11,000)
Ending fair value$—$10,547

NOTE 13. COMMITMENTS AND CONTINGENCIES

Tenant Improvements

The Company may provide tenant improvement allowances in new or renewal leases for the purpose of refurbishing or renovating tenant space. The Company may also assume tenant improvement obligations included in leases acquired in its real estate acquisitions. As of June 30, 2025, the Company had approximately $29.4 million in commitments for tenant improvements, of which $7.2 million primarily relates toone ongoing redevelopment project of a building into a different healthcare use, backed by a long-term lease.

Capital Improvements

The Company has entered into contracts with various vendors for various capital improvement projects related to its portfolio. As of June 30, 2025, the Company had approximately $4.1 million in commitments for capital improvement projects, of which $1.6 million primarily relates totwo ongoing redevelopment projects of buildings into different healthcare uses, backed by long-term leases.

Legal Proceedings

The Company is not aware of any pending or threatened litigation that, if resolved against the Company, would have a material adverse effect on the Company's Consolidated Financial Statements.

NOTE 14. SUBSEQUENT EVENTS

Dividend Declared

On July 24, 2025, the Company’s Board of Directors declared a quarterly common stock dividend in the amount of $0.4725 per share. The dividend is payable on August 22, 2025 to stockholders of record on August 8, 2025.

On July 9, 2025, the Company acquiredone inpatient rehabilitation facility in Florida upon completion of construction for a purchase price of approximately $26.5 million and cash consideration of approximately $26.4 million. Upon acquisition, the property was 100% leased to a tenant with a lease expiration in 2040. The acquisition was funded with net proceeds from the Revolving Credit Facility and cash on hand.

RSU Issuances

On July 24, 2025, the Company granted the following performance-based and time-based RSUs to its executive officers under the Fourth Amended and Restated Executive Officer Incentive Program:

(RSUs in thousands)Absolute TSR Performance-based RSUs (1)Relative TSR Performance-based RSUs (1)Time-based RSUs (2)
Number of RSUs granted363539
__________
(1) The number of Performance-based RSUs granted were based on target levels. Actual number of shares granted will be based on performance at the end of the performance period which is June 30, 2028.
(2) The number of Time-based RSUs granted were based on target levels and will vest ratably on each of June 30, 2026, 2027, and 2028.
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