CareTrust REIT, Inc.
For the period ended Sep 30, 2026. Filed Nov 5, 2026.
View on SEC.govAbout this filing
A company's report for each of its first three quarters. The financial statements are not audited. It shows how the business has moved since the last annual report, and what management says changed.
Sep 30, 2026 · Filed Nov 5, 2026
CTRE$38.21+2.8%Stored close · as of Nov 6, 2026
What changed in Management’s Discussion and Analysis?
Read the current filingPrevious report: 10-Q
Period ended 2026-06-30; filed 2026-08-06.
0001628280-26-054284
Item 2. Management’s Discussion and Analysis of Financial Condition and Results of OperationsCurrent report: 10-Q
Period ended 2026-09-30; filed 2026-11-05.
0001628280-26-071023
Item 2. Management’s Discussion and Analysis of Financial Condition and Results of OperationsThe baseline is this issuer’s latest earlier reporting period of the same form that was filed before the current report. A previous 10-Q is a different quarter, not a year-over-year comparison. Amendments are excluded.
Compared 131 previous paragraphs and 138 current paragraphs.
61 unchanged; 59 reworded; 16 added; 10 removed; 1 previous and 2 current paragraphs rearranged.
Tables are not compared: 15 previous and 15 current tables excluded. Dates, whitespace, punctuation and numbering changes are ignored; changes to financial figures remain significant.
A changed paragraph is not evidence that risk increased or decreased. An unchanged paragraph does not establish that risk stayed the same.
Added paragraphs (16)
Current report
Important Information Regarding Our Disclosure to Investors
Current report
We may use our website (www.caretrustreit.com), our LinkedIn account (https:///www.linkedin.com/caretrust-reit), our YouTube page (www.youtube.com/@caretrustreit), or our X account (https://x.com/CareTrustREIT) to communicate with our investors and disclose company information. The information disclosed through those channels may be considered to be material, so investors should monitor them in addition to our press releases, SEC filings, and public conference calls and webcasts. The contents of our website or social media channels referenced herein are not incorporated by reference in this Quarterly Report on Form 10-Q.
Current report
The final rule also updated the SNF Value-Based Purchasing (“VBP”) Program. CMS estimates that SNF VBP adjustments will reduce payments to SNFs by approximately $203.6 million in fiscal year 2027, which could adversely affect the financial condition of our tenants and borrowers.
Current report
Beginning October 1, 2026, the One Big Beautiful Bill Act (Public Law 119-21) generally freezes state Medicaid provider taxes at July 4, 2025 levels and, beginning in federal fiscal year 2028, phases down most such taxes in Medicaid expansion states (nursing facility taxes are generally exempt from the phase-down). CMS proposed implementing rules on July 23, 2026, and separately proposed limits on Medicaid state directed payments on May 22, 2026. These measures may constrain state Medicaid funding for SNFs, which could adversely affect our tenants’ and borrowers’ ability to meet their obligations to us.
Current report
LNT Transaction
Current report
On October 1, 2026, we acquired 23 care homes in the U.K., with one additional care home expected to close subject to regulatory approval, pursuant to a Share Purchase Deed, dated as of September 30, 2026 (the “Purchase Agreement”). Upon the exercise of put and call options under the Purchase Agreement, we also intend to acquire up to 21 additional care homes currently under development, on a rolling basis through December 31, 2027, as development and regulatory approvals are completed. Following an initial lease-up period and subject to put and call options upon satisfaction of certain requirements, we would acquire the operating companies for each care home at a specified multiple of implied annualized mature EBITDA, subject to adjustments, and transition the homes to a RIDEA structure (the “SHOP Transition”). See Note 16, Commitments and Contingencies, to our condensed consolidated financial statements included in this report for further information.
Current report
In connection with the Fourth Amended Credit Agreement, we entered into an interest rate swap with a notional amount of $700.0 million to hedge the variable cash flows associated with the New Term Loan Facility. The interest rate swap converts the New Term Loan Facility’s Term SOFR rate to an effective fixed interest rate of 4.5%. Our objective in using interest rate derivatives is to change variable interest rates to fixed interest rates by using interest rate swaps.
Current report
(1) Other changes in interest expense generally relate to day count differences between the three months ended September 30, 2026 compared to the three months ended June 30, 2026.
Current report
Nine Months Ended September 30, 2026 Compared to Nine Months Ended September 30, 2025:
Current report
(1) Other changes in interest expense generally relate to changes to loan fee amortization.
Current report
Impairment of real estate investments. During the nine months ended September 30, 2026, we did not recognize any impairment charges. During the nine months ended September 30, 2025, we recognized impairment charges of $0.5 million related to properties classified as held for sale.
Current report
Loss on extinguishment of debt. During the nine months ended September 30, 2026, we did not record any loss on extinguishment of debt. During the nine months ended September 30, 2025, we recorded a loss on extinguishment of debt of $0.4 million associated with the prepayment of the secured revolving credit facilities that were assumed in connection with the acquisition of Care REIT plc.
Current report
As described under “—Financing Activity” above, on October 29, 2026, we, together with certain of our subsidiaries, entered into the Fourth Amended Credit Agreement, which amended and restated our then existing third amended and restated credit and guaranty agreement, and provides for revolving commitments in an aggregate principal amount of $2.0 billion under the New Revolving Facility, the New Term Loan Facility in an aggregate principal amount of $700.0 million and continues the existing $500.0 million term loan facility. Proceeds of the New Term Loan Facility were used to repay borrowings under the then existing revolving credit facility. As of November 4, 2026, we had $425 million of borrowings outstanding under the New Revolving Facility. Future borrowings under the New Credit Facility will be used for working capital purposes, for capital expenditures, to fund acquisitions and for general corporate purposes. See Note 18, Subsequent Events, to our condensed consolidated financial statements included in this report for further information.
Current report
U.K. Care Home Portfolio
Current report
As described under "Recent Developments" above and in Note 16, Commitments and Contingencies, we acquired a care home portfolio in the U.K., with one additional care home expected to close upon receipt of regulatory approval for a purchase price of £24 million, and we expect to acquire up to 21 additional U.K. care homes currently under development on a rolling basis through December 31, 2027 for an aggregate purchase price of approximately £504 million. Because these obligations are denominated in British Pounds Sterling, the U.S. dollar amount we ultimately pay will vary with exchange rates. We expect to fund these acquisitions with cash on hand, borrowings under the Fourth Amended Credit Facility and, if determined appropriate, proceeds from the issuance of securities. The purchase price excludes transaction costs for all care homes.
Current report
In addition, following an initial lease-up period at each care home and subject to put and call options upon satisfaction of certain requirements, we would acquire the operating company of each care home at a specified multiple of implied annualized mature EBITDA, subject to adjustment. The care homes would then transition to our SHOP platform under a RIDEA structure.
Removed paragraphs (10)
Previous report
Subsequent to June 30, 2026, we entered into forward contracts under the ATM Program to sell 2.2 million shares for gross proceeds of $90.6 million, all of which remain outstanding.
Previous report
Subsequent to June 30, 2026, we borrowed an additional $285.0 million, net under the Third Amended Revolving Facility (as defined below) to fund recent acquisitions.
Previous report
Net loss attributable to noncontrolling interests. Net loss attributable to noncontrolling interests did not change significantly during the quarter ended June 30, 2026 compared to the quarter ended March 31, 2026.
Previous report
Six Months Ended June 30, 2026 Compared to Six Months Ended June 30, 2025:
Previous report
The Third Amended Credit Agreement also provides that, subject to customary conditions, including obtaining lender commitments and pro forma compliance with financial maintenance covenants under the Third Amended Credit Agreement, the Operating Partnership may seek to increase the aggregate principal amount of the revolving commitments and/or establish one or more new tranches of term loans under the Third Amended Credit Facility in an aggregate amount not to exceed $800.0 million.
Previous report
On May 30, 2025, we entered into the First Amendment to the Third Amended Credit Agreement. The First Amendment to the Third Amended Credit Agreement provides for an unsecured term loan facility (the "Term Loan Facility" and together with the Third Amended Revolving Facility, the "Third Amended Credit Facility") with term loan commitments in an aggregate principal amount of $500.0 million in addition to the Third Amended Revolving Facility.
Previous report
On January 14, 2026, we entered into the Second Amendment to the Third Amended Credit Agreement. The Second Amendment to the Third Amended Credit Agreement amended the definition of Permitted Encumbrances to include liens on assets located in the U.K. or on equity interests of any person owning such assets, in each case, securing intercompany loans.
Previous report
As of June 30, 2026, we had $500.0 million of borrowings outstanding under the Term Loan Facility and $310.0 million outstanding under the Third Amended Revolving Facility. Subsequent to June 30, 2026, we borrowed an additional $285.0 million net under the Third Amended Revolving Facility. The Third Amended Revolving Facility has a maturity date of February 9, 2029, and includes, at our sole discretion, two six-month extension options. The Term Loan Facility has a maturity date of May 30, 2030.
Previous report
The interest rates applicable to loans under the Third Amended Revolving Facility are, at the Operating Partnership’s option, equal to either a base rate plus a margin ranging from 0.05% to 0.55% per annum or Term SOFR or Daily Simple SOFR (each as defined in the Third Amended Credit Agreement) plus a margin ranging from 1.05% to 1.55% per annum based on the debt to asset value ratio of the Company and our consolidated subsidiaries (subject to decrease at the Operating Partnership’s election if we obtain certain specified investment grade ratings on our senior long-term unsecured debt). In addition, the Operating Partnership will pay a facility fee on the revolving commitments under the Third Amended Credit Facility ranging from 0.15% to 0.35% per annum, based on the debt to asset value ratio of the Company and our consolidated subsidiaries (unless we obtain certain specified investment grade ratings on our senior long-term unsecured debt and the Operating Partnership elects to decrease the applicable margin as described above, in which case the Operating Partnership will pay a facility fee on the revolving commitments ranging from 0.125% to 0.30% per annum based off the credit ratings of the Company’s senior long-term unsecured debt). The interest rates applicable to loans under the Term Loan Facility are, at the Operating Partnership’s option, equal to either a base rate plus a margin ranging from 0.10% to 0.80% per annum or
Previous report
Term SOFR or Daily Simple SOFR (each as defined in the Third Amended Credit Agreement) plus a margin ranging from 1.10% to 1.80% per annum based on the debt to asset value ratio of the Company and our consolidated subsidiaries (subject to decrease at the Operating Partnership’s election if we obtain certain specified investment grade ratings on our senior long-term unsecured debt). The First Amendment to the Third Amended Credit Agreement also removed the SOFR credit spread adjustment applicable to loans under the Third Amended Credit Facility bearing interest at Term SOFR or Daily Simple SOFR.
Reworded paragraphs (59)
Previous wording
Words such as “anticipate(s),” “expect(s),” “intend(s),” “plan(s),” “believe(s),” “may,” “will,” “would,” “could,” “should,” “seek(s)” and similar expressions, or the negative of these terms, are intended to identify such forward-looking statements. These statements are based on management’s current expectations and beliefs and are subject to a number of risks and uncertainties that could lead to actual results differing materially from those projected, forecasted or expected. Although we believe that the assumptions underlying the forward-looking statements are reasonable, we can give no assurance that our expectations will be attained. Factors which could have a material adverse effect on our operations and future prospects or which could cause actual results to differ materially from our expectations include, but are not limited to: (i) the ability of our tenants, managers, and borrowers to successfully operate our properties and to meet and/or perform their obligations under the agreements we have entered into with them, including without limitation, their respective obligations to indemnify, defend and hold us harmless from and against various claims, litigation and liabilities; (ii) the impact of unstable market and economic conditions; (iii) the impact of healthcare reform legislation, including reimbursement rates and potential minimum staffing level requirements, on the operating results and financial conditions of our tenants, managers, and borrowers; (iv) the consequences of bankruptcy, insolvency or financial deterioration of our tenants, managers and borrowers; (v) the ability and willingness of our tenants, managers and borrowers to renew their agreements with us, and our ability to reposition our properties on the same or better terms in the event of nonrenewal or in the event we replace an existing tenant or manager; (vi) the risk that we may have to incur impairment charges related to any asset sales if we are unable to sell such assets at the prices we expect; (vii) the impact of public health crises; (viii) the availability of and the ability to identify (a) tenants and managers who meet our credit and operating standards, and (b) suitable acquisition opportunities and the ability to acquire and lease the respective properties to such tenants and managers on favorable terms; (ix) the intended benefits of our acquisition of Care REIT plc (“Care REIT”) may not be realized, and the additional risks we will be subject to from our investment in Care REIT and any other international investments; (x) the additional operational and legal risks associated with our properties managed in a RIDEA (as defined below) structure; (xi) the impact of the unfavorable resolution of litigation or disputes and rising liability and insurance costs as a result thereof or other market factors; (xii) the ability to retain our key management personnel; (xiii) the ability to maintain our status as a real estate investment trust (“REIT”); (xiv) changes in …
Excerpt shortened here; the source contains the full paragraph.
Current wording
Words such as “anticipate(s),” “expect(s),” “intend(s),” “plan(s),” “believe(s),” “may,” “will,” “would,” “could,” “should,” “seek(s)” and similar expressions, or the negative of these terms, are intended to identify such forward-looking statements. These statements are based on management’s current expectations and beliefs and are subject to a number of risks and uncertainties that could lead to actual results differing materially from those projected, forecasted or expected. Although we believe that the assumptions underlying the forward-looking statements are reasonable, we can give no assurance that our expectations will be attained. Factors which could have a material adverse effect on our operations and future prospects or which could cause actual results to differ materially from our expectations include, but are not limited to: (i) the ability of our tenants, managers, and borrowers to successfully operate our properties and to meet and/or perform their obligations under the agreements we have entered into with them, including without limitation, their respective obligations to indemnify, defend and hold us harmless from and against various claims, litigation and liabilities; (ii) the impact of unstable market and economic conditions; (iii) the impact of healthcare reform legislation, including reimbursement rates, and potential minimum staffing level requirements, on the operating results and financial conditions of our tenants, managers, and borrowers; (iv) the consequences of bankruptcy, insolvency or financial deterioration of our tenants, managers and borrowers; (v) the ability and willingness of our tenants, managers and borrowers to renew their agreements with us, and our ability to reposition our properties on the same or better terms in the event of nonrenewal or in the event we replace an existing tenant or manager; (vi) the risk that we may have to incur impairment charges related to any asset sales if we are unable to sell such assets at the prices we expect; (vii) the impact of public health crises; (viii) the availability of and the ability to identify (a) tenants and managers who meet our credit and operating standards, and (b) suitable acquisition opportunities and the ability to acquire and lease the respective properties to such tenants and managers on favorable terms; (ix) the intended benefits of our acquisition of Care REIT plc (“Care REIT”) or the LNT Transaction (as hereinafter defined) may not be realized, including that anticipated SHOP transition of the properties acquired in the LNT Transaction does not occur on the expected timeline or at all, and the additional risks we will be subject to from our U.K. investments and any other international investments; (x) the additional operational and legal risks associated with our properties managed in a RIDEA (as defined below) structure; (xi) the impact of the unfavorable resolution of litigation or disputes and rising liability and insurance costs as a result thereof …
Excerpt shortened here; the source contains the full paragraph.
Previous wording
As of June 30, 2026, we owned, directly or indirectly in consolidated joint ventures, and leased to independent operators, 426 skilled nursing facilities (each, a “SNF”), senior housing communities and other properties consisting of 39,667 operational beds and units located in 33 states and the United Kingdom with the highest concentration of properties by rental income located in the U.K., California, Texas and Tennessee. As of June 30, 2026, we also had other real estate related investments consisting of four preferred equity investments, 21 real estate secured loans receivable and four mezzanine loans receivable with a carrying value of $1.1 billion and three financing receivables with a carrying value of $556.2 million.
Current wording
As of September 30, 2026, we owned, directly or indirectly in consolidated joint ventures, and leased to independent operators 461 skilled nursing facilities (each, a “SNF”), senior housing communities and other properties consisting of 43,456 operational beds and units located in 33 states and the United Kingdom with the highest concentration of properties by rental income located in the U.K., California, Texas and Tennessee. As of September 30, 2026, we also had other real estate related investments consisting of three preferred equity investments, 21 real estate secured loans receivable and four mezzanine loans receivable with a carrying value of $1.1 billion and three financing receivables with a carrying value of $557.0 million.
Previous wording
During the fourth quarter of 2025, we began utilizing the structure authorized by the REIT Investment Diversification and Empowerment Act of 2007 (commonly referred to as “RIDEA”) as permitted by the Housing and Economic Recovery Act of 2008 in connection with the establishment of a senior housing operating portfolio (“SHOP”) and completed our first SHOP acquisition in December 2025. As of June 30, 2026, CareTrust REIT also owned, indirectly in consolidated joint ventures, the properties and operations of four senior housing communities consisting of 372 units in Texas and Arizona that are operated on our behalf by independent managers pursuant to the terms of separate management agreements under our SHOP platform.
Current wording
During the fourth quarter of 2025, we began utilizing the structure authorized by the REIT Investment Diversification and Empowerment Act of 2007 (commonly referred to as “RIDEA”) as permitted by the Housing and Economic Recovery Act of 2008 in connection with the establishment of a senior housing operating portfolio (“SHOP”). As of September 30, 2026, CareTrust REIT also owned, directly or indirectly in consolidated joint ventures, the properties and operations of six senior housing communities consisting of 584 units in Texas, Utah and Arizona that are operated on our behalf by independent managers pursuant to the terms of separate management agreements under our SHOP platform.
Previous wording
In the same final rule, CMS finalized updates to the SNF Quality Reporting Program (“QRP”), including the removal of two COVID-19 vaccination measures beginning with the fiscal year 2028 SNF QRP, a shortened data submission timeframe from approximately 4.5 months to approximately 45 days beginning with the fiscal year 2029 SNF QRP, and a requirement that SNFs submit Minimum Data Set assessments for all residents receiving covered skilled care regardless of payer. These finalized obligations broaden the conduct that triggers the existing 2-percentage-point reduction to a SNF’s annual market basket update for noncompliance, which could adversely affect our tenants’ and borrowers’ financial condition and ability to meet their obligations to us.
Current wording
In the same final rule, CMS finalized updates to the SNF Quality Reporting Program (“QRP”), including the removal of two COVID-19 vaccination measures beginning with the fiscal year 2028 SNF QRP, a shortened data submission timeframe from approximately four and a half months to approximately 45 days beginning with the fiscal year 2029 SNF QRP, and a requirement, beginning with the fiscal year 2031 SNF QRP, that SNFs submit Minimum Data Set assessments for all residents receiving covered skilled care regardless of payer. These finalized obligations broaden the conduct that triggers the existing 2-percentage-point reduction to a SNF’s annual market basket update for noncompliance, which could adversely affect our tenants’ and borrowers’ financial condition and ability to meet their obligations to us.
Previous wording
In April 2026, CMS issued revised guidance updating Chapters 5 and 7 of the State Operations Manual, including updates to survey procedures and revisit protocols, strengthened Civil Money Penalty enforcement (with per-instance and per-day fines and public posting of certain penalties on Nursing Home Care Compare), and refined Immediate Jeopardy definitions.
Current wording
In April 2026, CMS issued revised guidance updating Chapters 5 and 7 of the State Operations Manual, including updates to survey procedures and revisit protocols, strengthened Civil Money Penalty enforcement (with per-instance and per-day fines and public posting of certain penalties on Nursing Home Care Compare), and refined Immediate Jeopardy definitions. Non-compliance could harm operators’ reputations and ability to attract patients. In addition, increased compliance burdens or enforcement actions against our tenants or borrowers could adversely affect their financial condition and, in turn, their ability to meet their obligations to us.
Previous wording
(4)Includes properties held in consolidated joint ventures. See Note 15, Variable Interest Entities, for additional information.
Current wording
(4)Includes properties held in consolidated joint ventures. See Note 15, Variable Interest Entities, for further information.
Previous wording
(5)Includes non-cash consideration related to the acquisition of one property previously subject to a loan in which the principal and interest under the loan agreement was settled in exchange for title of the property.
Current wording
(5)Includes non-cash consideration related to the acquisition of two properties previously subject to a loan in which the principal and interest under the loan agreement was settled in exchange for title of the property.
Previous wording
(1)Loans originated in British Pound are converted at the spot rate on date of investment.
Current wording
(1)Loans originated in British Pounds are converted at the spot rate on date of investment.
Previous wording
On May 18, 2026, we entered into an underwriting agreement in connection with an underwritten public offering of 12.5 million shares of common stock, sold on a forward basis pursuant to forward sale agreements. The underwriters exercised in full their option to purchase an additional 1.9 million shares on May 20, 2026. The forward sale agreements have an initial forward price of $40.225 per share, subject to certain adjustments, and mature on May 20, 2027. As of June 30, 2026, 14.4 million shares remained unsettled, representing approximately $578.2 million in gross proceeds.
Current wording
On May 18, 2026, we entered into an underwriting agreement in connection with an underwritten public offering of 12.5 million shares of common stock, sold on a forward basis pursuant to forward sale agreements. The underwriters exercised in full their option to purchase an additional 1.9 million shares on May 20, 2026. The forward sale agreements have an initial forward price of $40.225 per share, subject to certain adjustments, and mature on May 20, 2027. During the three months ended September 30, 2026, we settled all of the outstanding 14.4 million shares for gross proceeds of approximately $578.2 million.
Previous wording
We expect to fully physically settle ATM forward contracts entered into under the ATM program by delivery of shares of common stock to the forward purchaser and receipt of cash proceeds upon one or more settlement dates, which are typically a one-year term, at our discretion, prior to the final settlement date, at which time we would expect to receive aggregate net cash proceeds at settlement equal to the number of shares sold on a forward basis multiplied by the relevant forward price per share. The weighted average forward sale price that we would expect to receive upon physical settlement would be subject to adjustment for (i) a floating interest rate factor equal to a specified daily rate less a spread, (ii) the forward purchaser’s stock borrowing costs and (iii) scheduled dividends through the settlement. As of June 30, 2026, 0.1 million shares remained unsettled under the ATM Program, representing approximately $2.5 million in gross proceeds.
Current wording
We expect to fully physically settle ATM forward contracts entered into under the ATM program by delivery of shares of common stock to the forward purchaser and receipt of cash proceeds upon one or more settlement dates, which are typically a one-year term, at our discretion, prior to the final settlement date, at which time we would expect to receive aggregate net cash proceeds at settlement equal to the number of shares sold on a forward basis multiplied by the relevant forward price per share. The weighted average forward sale price that we would expect to receive upon physical settlement would be subject to adjustment for (i) a floating interest rate factor equal to a specified daily rate less a spread, (ii) the forward purchaser’s stock borrowing costs and (iii) scheduled dividends through the settlement. As of September 30, 2026, we did not have any shares subject to outstanding forward contracts under the ATM Program.
Previous wording
The following table summarizes the ATM Program activity for the three and six months ended June 30, 2026 and 2025 (in thousands, except per share amounts):
Current wording
The following table summarizes the ATM Program activity for the three and nine months ended September 30, 2026 and 2025 (in thousands, except per share amounts):
Previous wording
(1) Total gross proceeds is before $7.0 million and $4.4 million of commissions paid to sales agents and forward adjustments during the three months ended June 30, 2026 and 2025, respectively, under the ATM Program. Total gross proceeds is before $8.0 million and $4.6 million of commissions paid to the sales agents and forward adjustments during the six months ended June 30, 2026 and 2025, respectively, under the ATM Program.
Current wording
(1) Total gross proceeds is before $2.5 million of commissions paid to sales agents and forward adjustments during the three months ended September 30, 2026. under the ATM Program. Total gross proceeds is before $10.5 million and $4.6 million of commissions paid to the sales agents and forward adjustments during the nine months ended September 30, 2026 and 2025, respectively, under the ATM Program.
Previous wording
As of June 30, 2026, we had $876.4 million available for future issuances under the New ATM Program.
Current wording
As of September 30, 2026, we had $598.5 million available for future issuances under the New ATM Program.
Previous wording
On December 18, 2024, we, together with certain of our subsidiaries, entered into a third amended and restated credit and guaranty agreement with KeyBank National Association, as administrative agent, an issuing bank and swingline lender, and the lenders party thereto (as amended from time to time, the “Third Amended Credit Agreement”). The Third Amended Credit Agreement, which amended and restated our prior credit agreement, provides for an unsecured revolving credit facility (the “Third Amended Revolving Facility”) with revolving commitments in an aggregate principal amount of $1.2 billion, including a letter of credit subfacility for 10% of the then available revolving commitments and a swingline loan subfacility for 10% of the then available revolving commitments. Future borrowings under the Third Amended Credit Facility (as defined below) will be used for working capital purposes, for capital expenditures, to fund acquisitions and for general corporate purposes.
Current wording
On October 29, 2026, we, together with certain of our subsidiaries, entered into a Fourth Amended and Restated Credit and Guaranty Agreement (the “Fourth Amended Credit Agreement”) with KeyBank National Association, as administrative agent, and the lenders party thereto, which amended and restated our existing credit agreement. The Fourth Amended Credit Agreement provides for (i) revolving commitments in an aggregate principal amount of $2.0 billion, including an alternate currency subtranche of $300.0 million for borrowings in Euros, British Pounds Sterling and Canadian Dollars, a letter of credit subfacility for 10% of the then available revolving commitments and a swingline loan facility for 10% of the then available revolving commitments (the “New Revolving Facility”), (ii) a new unsecured term loan facility in an aggregate principal amount of $700.0 million (the “New Term Loan Facility”) and (iii) continues the existing $500.0 million term loan facility (together with the New Revolving Facility and the New Term Loan Facility, the “New Credit Facility”). The proceeds of the New Term Loan Facility were used to repay outstanding borrowings under the existing revolving credit facility. See Note 18, Subsequent Events, to our condensed consolidated financial statements included in this report for further information.
Previous wording
Rental income. Rental income increased by approximately $4.0 million as detailed below:
Current wording
Rental income. Rental income increased by approximately $9.0 million as detailed below:
Previous wording
Total contractual rent includes initial contractual cash rent and tenant operating expense reimbursements, as adjusted for applicable rental escalators and rent increases due to capital expenditures funded by the Company. For tenants on a cash basis, this represents the lesser of the amount that would be recognized on a straight-line basis or cash that has been received. Total contractual rent increased by $3.6 million due to a $3.4 million increase in rental income from real estate investments made after December 31, 2025 and a $0.8 million increase in rental rates for our existing tenants, partially offset by a $0.3 million decrease from tenant reimbursements, a $0.2 million decrease related to recoveries in the quarter ended March 31, 2026 and a $0.1 million decrease related to tenants on a cash basis.
Current wording
Total contractual rent includes initial contractual cash rent and tenant operating expense reimbursements, as adjusted for applicable rental escalators and rent increases due to capital expenditures funded by the Company. For tenants on a cash basis, this represents the lesser of the amount that would be recognized on a straight-line basis or cash that has been received. Total contractual rent increased by $8.2 million primarily due to a $6.2 million increase in rental income from real estate investments made after March 31, 2026, a $0.7 million increase in rental rates for our existing tenants, a $0.7 million increase from tenant reimbursements, an increase of $0.5 million related to tenants on a cash basis and an increase of $0.1 million related to other insignificant items.
Previous wording
Resident fees and services. The $0.8 million, or 21%, increase in resident fees and services was primarily due to the acquisition of one senior housing community under the SHOP platform in May 2026.
Current wording
Resident fees and services. The $2.6 million, or 56%, increase in resident fees and services was primarily due to the acquisition of senior housing communities under the SHOP platform in May and August 2026.
Previous wording
Interest income from financing receivables. The $8.8 million increase in interest income from financing receivables was primarily due to the origination of two financing receivables during the three months ended June 30, 2026.
Current wording
Interest income from financing receivables. The $2.3 million increase in interest income from financing receivables during the three months ended September 30, 2026 compared to the three months ended June 30, 2026, was primarily due to the full quarter impact of two financing receivables originated during the three months ended June 30, 2026.
Previous wording
Interest income from other real estate related investments and other income. The $4.8 million, or 22%, increase in interest income from other real estate related investments and other income was primarily due to an increase of $4.6 million of interest income on new investments made after December 31, 2025, an increase of $0.2 million related to the number of days in the quarter compared to the prior quarter, an increase of $0.2 million related to the amortization of loan origination fees, and an increase of $0.1 million of interest earned on cash and cash equivalents, partially offset by a decrease of $0.3 million related to loan payments.
Current wording
Interest income from other real estate related investments and other income. The $1.1 million, or 4%, increase in interest income from other real estate related investments and other income was primarily due to an increase of $1.6 million of interest income on new investments made after March 31, 2026, an increase of $0.6 million of interest earned on cash and cash equivalents, an increase of $0.5 million related to the amortization of loan origination fees and an increase of $0.2 million related to the number of days in the quarter compared to the prior quarter, partially offset by a decrease of $1.8 million related to loan payments.
Previous wording
Depreciation and amortization. The $0.9 million, or 3%, increase in depreciation and amortization was primarily due to an increase of $1.2 million due to acquisitions and capital improvements made after December 31, 2025, partially offset by a decrease of $0.3 million related to assets becoming fully depreciated after December 31, 2025.
Current wording
Depreciation and amortization. The $2.9 million, or 10%, increase in depreciation and amortization was primarily due to an increase of $3.0 million due to acquisitions and capital improvements made after March 31, 2026, partially offset by a decrease of $0.1 million related to assets becoming fully depreciated after March 31, 2026.
Previous wording
Interest expense. Interest expense increased by $4.1 million as detailed below:
Current wording
Interest expense. Interest expense increased by $2.4 million as detailed below:
Previous wording
Property taxes and insurance. The $0.3 million, or 12%, decrease in property taxes and insurance was primarily due to a decrease of $0.5 million due to reassessments, partially offset by an increase of $0.2 million due to acquisitions made after December 31, 2025.
Current wording
Property taxes and insurance. The $0.7 million, or 32%, increase in property taxes and insurance was primarily due to an increase of $0.4 million due to reassessments and an increase of $0.3 million due to acquisitions made after March 31, 2026.
Previous wording
Senior housing operating expenses. The $6.8 million increase in senior housing operating expenses was primarily due to the acquisition of senior housing communities under the SHOP platform, including three communities acquired in December 2025 and one community acquired in May 2026.
Current wording
Senior housing operating expenses. The $2.1 million, or 57%, increase in senior housing operating expenses was primarily due to the acquisition of senior housing communities under the SHOP platform in May and August 2026.
Previous wording
Transaction costs. Transaction costs for the three months ended June 30, 2026 and March 31, 2026 are primarily related to integrating the operations of the Care REIT acquisition in the U.K. in 2025.
Current wording
Transaction costs. Transaction costs for the three months ended September 30, 2026 are primarily related to unsuccessful acquisition pursuit costs. Transaction costs for the three months ended June 30, 2026 are primarily related to integrating the operations of the Care REIT acquisition in the U.K. in 2025.
Previous wording
Property operating (recoveries) expenses. Property operating (recoveries) expenses for the three months ended June 30, 2026 and March 31, 2026 relate to assets we sold or transitioned to new operators.
Current wording
Property operating (recoveries) expenses. Property operating recoveries for the three months ended September 30, 2026 and June 30, 2026 relate to assets we sold or transitioned to new operators.
Previous wording
General and administrative. General and administrative expense increased by $8.5 million as detailed below:
Current wording
General and administrative. General and administrative expense decreased by $0.2 million as detailed below:
Previous wording
Unrealized gain on other real estate related investments, net. During the three months ended June 30, 2026, we recorded $2.6 million of unrealized gains on our secured and mezzanine loans receivable partially offset by unrealized losses of $1.0 million to bring the interest rates in line with market rates and an unrealized foreign currency gain of $0.1 million related to two mortgage loans receivable. During the three months ended March 31, 2026, we recorded $1.5 million of unrealized gains on our secured and mezzanine loans receivable, partially offset by unrealized losses of $0.7 million, to bring the interest rates in line with market rates, and an unrealized foreign currency loss of $0.8 million related to two mortgage loans receivable.
Current wording
Unrealized (loss) gain on other real estate related investments, net. During the three months ended September 30, 2026, we recorded $6.7 million of unrealized losses on our secured and mezzanine loans receivable partially offset by unrealized gains of $0.2 million to bring the interest rates in line with market rates and an unrealized foreign currency loss of $0.8 million related to mortgage loans receivable. During the three months ended June 30, 2026, we recorded $2.6 million of unrealized gains on our secured and mezzanine loans receivable partially offset by unrealized losses of $1.0 million to bring the interest rates in line with market rates and an unrealized foreign currency gain of $0.1 million related to two mortgage loans receivable.
Previous wording
Gain on foreign currency transactions. During both the three months ended June 30, 2026 and March 31, 2026, we recorded a $0.1 million foreign currency gain related to our cash flow hedges.
Current wording
Gain on foreign currency transactions, net. The gain on foreign currency transactions recorded during both the three months ended September 30, 2026 and June 30, 2026 are primarily related to foreign currency gains related to our cash flow hedges.
Previous wording
Income tax expense. During the three months ended June 30, 2026 and March 31, 2026, we recorded $2.5 million and $2.3 million of income tax expense, respectively, primarily related to foreign withholding taxes related to taxable income in the U.K.
Current wording
Income tax expense. During the three months ended September 30, 2026 and June 30, 2026, we recorded $2.9 million and $2.5 million of income tax expense, respectively, primarily related to foreign withholding taxes related to taxable income in the U.K.
Previous wording
Net loss attributable to noncontrolling interests. The $0.2 million increase in net loss attributable to noncontrolling interests was primarily due to investments entered into subsequent to December 31, 2024.
Current wording
Net loss attributable to noncontrolling interests. The $0.7 million increase in net loss attributable to noncontrolling interests was primarily due to investments entered into subsequent to March 31, 2026 by our consolidated joint ventures.
Previous wording
Rental income. Rental income increased by $74.7 million as detailed below:
Current wording
Rental income. Rental income increased by $97.7 million as detailed below:
Previous wording
Total contractual rent includes initial contractual cash rent and tenant operating expense reimbursements, as adjusted for applicable rental escalators and rent increases due to capital expenditures funded by the Company. For tenants on a cash basis, this represents the lesser of the amount that would be recognized on a straight-line basis or cash that has been received. Total contractual rent increased by $70.3 million due to a $63.5 million increase in rental income from real estate investments made after December 31, 2024, a $5.8 million increase in rental rates for our existing tenants, a $2.2 million increase in rental income related to transfers to new operators, and a $0.4 million increase from tenant reimbursements, partially offset by a $1.4 million decrease in rental income related to dispositions made after December 31, 2024, and a $0.2 million decrease related to tenants on a cash basis. Straight-line rent increased by $6.3 million due to investments made after December 31, 2024. Amortization of above and below market leases decreased by $1.9 million primarily due to lease terminations in August 2025, which accelerated the amortization of the applicable below market lease intangibles.
Current wording
Total contractual rent includes initial contractual cash rent and tenant operating expense reimbursements, as adjusted for applicable rental escalators and rent increases due to capital expenditures funded by the Company. For tenants on a cash basis, this represents the lesser of the amount that would be recognized on a straight-line basis or cash that has been received. Total contractual rent increased by $96.5 million due to a $87.1 million increase in rental income from real estate investments made after December 31, 2024, a $7.1 million increase in rental rates for our existing tenants, a $2.9 million increase in rental income related to transfers to new operators, a $1.0 million increase from tenant reimbursements and a $0.5 million increase related to tenants on a cash basis, partially offset by a $2.2 million decrease in rental income related to dispositions made after December 31, 2024. Straight-line rent increased by $7.9 million due to investments made after
Previous wording
Resident fees and services. The $8.5 million increase in resident fees and services was primarily due to the acquisition of senior housing communities under the SHOP platform, including three communities acquired in December 2025 and one community acquired in May 2026.
Current wording
Resident fees and services. The $15.7 million increase in resident fees and services was due to the acquisition of senior housing communities under the SHOP platform, beginning in December 2025.
Previous wording
Interest income from financing receivables. The $8.9 million increase in interest income from financing receivables was primarily due to the origination of two financing receivables during the three months ended June 30, 2026.
Current wording
Interest income from financing receivables. The $19.9 million increase in interest income from financing receivables was primarily due to the origination of two financing receivables during the nine months ended September 30, 2026.
Previous wording
Interest income from other real estate related investments and other income. The $3.0 million increase in interest and other income was primarily due to a $12.9 million increase related to the origination of loans receivable after December 31, 2024, partially offset by a $4.7 million decrease related to interest income earned on escrow deposits in the prior period, a $4.2 million decrease related to loan repayments made after December 31, 2024, a $0.8 million decrease from interest income on money market funds, and a $0.2 million decrease in interest income due to other loan fees and loan fee amortization.
Current wording
Interest income from other real estate related investments and other income. The $5.6 million, or 8%, increase in interest and other income was primarily due to a $20.6 million increase related to the origination of loans receivable after December 31, 2024, a $0.4 million increase in interest income due to other loan fees and loan fee amortization, and a $0.1 million increase related to an increase in rates, partially offset by a $7.2 million decrease related to loan repayments made after December 31, 2024, a $4.7 million decrease related to interest income earned on escrow deposits in the prior period and a $3.6 million decrease from interest income on money market funds.
Previous wording
Depreciation and amortization. The $20.7 million, or 53%, increase in depreciation and amortization was primarily due to an increase of $22.3 million related to acquisitions and capital improvements made after December 31, 2024 and an increase of $0.2 million related to reclassifying an asset as held for investment, partially offset by a decrease of $1.2 million due to assets becoming fully depreciated or amortized and a decrease of $0.6 million due to the disposal of assets.
Current wording
Depreciation and amortization. The $27.3 million, or 42%, increase in depreciation and amortization was primarily due to an increase of $32.1 million related to acquisitions and capital improvements made after December 31, 2024 and an increase of $0.3 million related to reclassifying an asset as held for investment, partially offset by a decrease of $2.4 million due to lease terminations in August 2025, which accelerated the amortization of the applicable in-place lease intangibles, $1.8 million due to assets becoming fully depreciated or amortized and a decrease of $0.9 million due to the disposal of assets.
Previous wording
Interest expense. Interest expense increased by $6.9 million as detailed below:
Current wording
Interest expense. Interest expense increased by $12.0 million as detailed below:
Previous wording
Property taxes and insurance. The $0.4 million, or 10%, increase in property taxes was due to a $1.7 million increase related to acquisitions made after December 31, 2024, partially offset by a decrease of $0.6 million due to reassessments, a decrease of $0.4 million due to properties that were sold after December 31, 2024, and a decrease of $0.3 million due to the transfer of certain properties to new operators that make direct tax payments.
Current wording
Property taxes and insurance. The $1.0 million, or 15%, increase in property taxes was due to a $2.5 million increase related to acquisitions made after December 31, 2024, partially offset by a decrease of $0.6 million due to properties that were sold after December 31, 2024, a decrease of $0.6 million due to reassessments, and a decrease of $0.3 million due to the transfer of certain properties to new operators that make direct tax payments.
Previous wording
Senior housing operating expenses. The $0.6 million, or 20%, increase in senior housing operating expenses was primarily due to the acquisition of one senior housing community under the SHOP platform in May 2026.
Current wording
Senior housing operating expenses. The $12.7 million increase in senior housing operating expenses was primarily due to the acquisition of senior housing communities under the SHOP platform, beginning in December 2025.
Previous wording
Transaction costs. During the six months ended June 30, 2026, we recognized $0.6 million of costs primarily related to integrating the operations of the Care REIT acquisition in the U.K. which completed in 2025. During the six months ended June 30, 2025, we recognized $0.9 million of transaction costs primarily related to unsuccessful acquisition pursuit costs that we classify as transaction costs.
Current wording
Transaction costs. During the nine months ended September 30, 2026, we recognized $8.9 million of costs primarily related to unsuccessful acquisition pursuit costs and $0.6 million of costs related to integrating the operations of the Care REIT acquisition in the U.K., which completed in 2025. During the nine months ended September 30, 2025, we recognized $1.5 million of costs related to unsuccessful acquisition pursuit costs that we classify as transaction costs and costs related to integrating the operations of Care REIT plc.
Showing the first 40 of 59 pairs. Open the source sections for the rest.
Rearranged current paragraphs (2)
Current report — wording carried from elsewhere
December 31, 2024. Amortization of above and below market leases decreased by $6.6 million primarily due to lease terminations in August 2025, which accelerated the amortization of the applicable below market lease intangibles.
Current report — wording carried from elsewhere
Net loss attributable to noncontrolling interests. The $1.7 million increase in net loss attributable to noncontrolling interests was primarily due to investments entered into subsequent to December 31, 2024 by consolidated joint ventures and accelerated amortization of lease intangibles related to lease transitions.
Rearranged previous paragraphs (1)
Previous report — wording carried elsewhere
Non-compliance could harm operators’ reputations and ability to attract patients. In addition, increased compliance burdens or enforcement actions against our tenants or borrowers could adversely affect their financial condition and, in turn, their ability to meet their obligations to us.