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Chiron Real Estate Inc.

For the period ended Sep 30, 2026. Filed Nov 6, 2026.

View on SEC.gov

About this filing

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

Sep 30, 2026 · Filed Nov 6, 2026

XRN$28.70-3.4%Stored close · as of Nov 6, 2026

What changed in Management’s Discussion and Analysis?

Read the current filing

Previous report: 10-Q

Period ended 2026-06-30; filed 2026-08-10.

0001104659-26-093347

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

Current report: 10-Q

Period ended 2026-09-30; filed 2026-11-06.

0001628280-26-071748

Item 2. Management’s Discussion And Analysis Of Financial Condition And Results Of Operations

The baseline is this issuer’s latest earlier reporting period of the same form that was filed before the current report. A previous 10-Q is a different quarter, not a year-over-year comparison. Amendments are excluded.

Compared 156 previous paragraphs and 221 current paragraphs.

58 unchanged; 61 reworded; 95 added; 30 removed; 7 previous and 7 current paragraphs rearranged.

Tables are not compared: 64 previous and 6 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 (95)

Current report

•difficulties in identifying healthcare and seniors housing facilities to acquire (due to increased cost of capital, competition or otherwise) and completing such acquisitions;

Current report

•increases in interest rates and increased operating costs;

Current report

•our seniors housing operating portfolio (“SHOP”) segment may expose us to various operational risks, liabilities and claims;

Current report

•our ability to renew our management agreements with our SHOP managers on as favorable terms or at all, and our ability when necessary, to effectively and efficiently transition a SHOP community to a new manager;

Current report

•our ability to successfully re-align our portfolio in connection with the expansion of our investment strategy to focus primarily on seniors housing properties;

Current report

•macroeconomic and geopolitical factors, including, but not limited to, inflationary pressures, tariffs and international trade policies, elevated interest rates, distress in the banking sector, global supply chain disruptions and ongoing geopolitical conflicts and war;

Current report

•changes in current healthcare and healthcare real estate trends and costs, including wage inflation;

Current report

•an epidemic or pandemic (such as the COVID-19 epidemic), and the measures that international, federal, state and local governments, agencies, law enforcement and/or health authorities implement to address it;

Current report

•our ability to satisfy the covenants in our existing and any future debt agreements;

Current report

•our ability to refinance our existing debt when needed or on favorable terms;

Current report

•decreased rental rates or increased vacancy rates, including expected rent levels on acquired properties;

Current report

•adverse economic or real estate conditions or developments, either nationally or in the markets in which our facilities are located;

Current report

•our failure to generate sufficient cash flows to service our outstanding obligations;

Current report

•our ability to deploy the debt and equity capital we raise;

Current report

•our ability to raise additional equity and debt capital on attractive terms or at all;

Current report

•our ability to make distributions on shares of our common and preferred stock or to redeem our preferred stock;

Current report

•expectations regarding the timing and/or completion of any acquisition;

Current report

•expectations regarding the timing and/or completion of dispositions, and the expected use of proceeds therefrom;

Current report

•our use of joint ventures may limit our returns on and our flexibility with jointly-owned investments;

Current report

•risks associated with our development joint ventures, including construction delays, cost overruns, inability to obtain necessary permits or financing, and the risk that completed developments may not achieve projected occupancy or financial returns;

Current report

•general volatility of the market price of our common and preferred stock;

Current report

•changes in our business or our investment or financing strategy;

Current report

•our dependence upon key personnel, whose continued service is not guaranteed;

Current report

•our ability to identify, hire and retain highly qualified personnel in the future;

Current report

•changes in healthcare laws, governmental regulations, tax laws and similar matters;

Current report

•changes in expected trends in Medicare, Medicaid and commercial insurance reimbursement trends, including changes in Medicaid reimbursement rates pursuant to the One Big Beautiful Bill Act (the “OBBBA”);

Current report

•our failure to achieve the anticipated benefits from, and effectively integrate, our completed or anticipated acquisitions and investments;

Current report

•our expected capital and tenant improvement expenditures;

Current report

•changes in accounting policies generally accepted in the United States of America (“GAAP”);

Current report

•other factors affecting the real estate industry generally;

Current report

•our failure to maintain our qualification as a real estate investment trust (“REIT”) for U.S. federal income tax purposes;

Current report

•our ability to qualify for the safe harbor from the 100% prohibited transactions tax under the REIT rules with respect to our property dispositions; and

Current report

•limitations imposed on our business due to, and our ability to satisfy, complex rules relating to REIT qualification for U.S. federal income tax purposes.

Showing the first 40 of 95 passages. Open the source sections for the rest.

Removed paragraphs (30)

Previous report

We have expanded our business strategy to focus primarily on investments in seniors housing communities that provide an attractive rate of return relative to our cost of capital and are in attractive markets with favorable demographic trends. We believe these asset classes are well positioned to benefit from the growing needs of an aging population and support our goals of providing stockholders with (i) attractive dividends and (ii) stock price appreciation. We are focused on transitioning our asset base from one historically concentrated in outpatient medical facilities to one more heavily weighted toward seniors housing communities.

Previous report

We also intend to utilize our experience and knowledge of inpatient rehabilitation facilities and outpatient medical real estate to manage our existing joint ventures and to evaluate healthcare real estate opportunities that complement our seniors housing strategy.

Previous report

Most of our legacy healthcare facilities are leased to single tenants under triple-net leases. Our portfolio also contains some multi-tenant properties with gross lease or modified gross lease structures. In addition, we own SHOP communities from which we derive revenue from resident agreements. As of June 30, 2026, we also had an interest in four unconsolidated joint ventures that own or are developing healthcare and active adult facilities.

Previous report

On May 6, 2026, the Company entered into an agreement to acquire The Pinnacle North Bethesda (the “Pinnacle”), a newly constructed luxury senior housing community located in North Bethesda, Maryland, from an affiliate of SSL for a purchase price of approximately $176 million, subject to customary closing conditions and purchase price adjustments. The Pinnacle is expected to contain 175 homes, including independent living, assisted living, and memory care homes, together with ground floor retail. The closing of the Pinnacle acquisition is expected to occur on or before October 2026, subject to the satisfaction or waiver of customary closing conditions.

Previous report

On August 3, 2026, the Company entered into an agreement to sell its surgical hospital in Beaumont, Texas for approximately $49 million to an affiliate of a Delaware statutory trust (“DST”). The Company expects to receive proceeds from the sale as beneficial interests in the DST are sold to investors.

Previous report

There can be no assurance that acquisitions or dispositions will be completed on the anticipated timeline or at all.

Previous report

General and administrative expenses for the three months ended June 30, 2026 were $5.2 million, compared to $6.0 million for the same period in 2025, a decrease of $0.8 million. The decrease was primarily driven by a decrease in professional fees of $0.4 million, non-cash LTIP compensation expense of $0.3 million, and general corporate expenses of $0.1 million.

Previous report

Operating expenses for the three months ended June 30, 2026 were $10.0 million, compared to $8.2 million for the same period in 2025, an increase of $1.8 million. The increase was primarily attributable to $1.6 million of operating expenses related to the Landing

Previous report

Amortization expense for the three months ended June 30, 2026 was $3.8 million, compared to $4.0 million for the same period in 2025, a decrease of $0.2 million. The decrease was primarily driven bydecreases on the existing portfolio during that same period.

Previous report

Income before other income (expense) for the three months ended June 30, 2026 was $0.4 million, compared to $0.4 million for the same period in 2025.

Previous report

Net income for the three months ended June 30, 2026 was $72.3 million, compared to net income of $0.6 million for the same period in 2025, an increase of $71.7 million.

Previous report

Six Months Ended June 30, 2026 Compared to Six Months Ended June 30, 2025

Previous report

General and administrative expenses for the six months ended June 30, 2026 were $10.3 million, compared to $9.6 million for the same period in 2025, an increase of $0.7 million. The increase was primarily driven by an increase in non-cash LTIP compensation expense of $0.7 million.

Previous report

Income before other income (expense) for the six months ended June 30, 2026 was $2.1 million, compared to $2.8 million for the same period in 2025, a decrease of $0.7 million.

Previous report

Equity Loss from Unconsolidated Joint Ventures for the six months ended June 30, 2026 was $21 thousand, compared to $91 thousand for the same period in 2025, a decrease of $70 thousand.

Previous report

Net income for the six months ended June 30, 2026 was $73.9 million, compared to net income of $4.3 million for the same period in 2025, an increase of $69.6 million.

Previous report

As of June 30, 2026 and December 31, 2025 our principal assets consisted of investments in real estate, net, of $1.2 billion and $1.2 billion, respectively. We completed two acquisitions and seven dispositions during the six months ended June 30, 2026. Our liquid assets consisted primarily of cash and cash equivalents and restricted cash of $12.9 million and $11.9 million, as of June 30, 2026 and December 31, 2025, respectively.

Previous report

The increase in our cash and cash equivalents and restricted cash balances to $12.9 million as of June 30, 2026, compared to $11.9 million as of December 31, 2025, was primarily due to net proceeds received from the sale of investment properties, and net cash provided by operating activities, partially offset by net repayments on our Credit Facility, funds used to acquire investment properties and joint ventures, the payment of dividends to common and preferred stockholders as well as holders of OP Units and LTIP Units, and funds used for capital expenditures on existing real estate investments and leasing commissions.

Previous report

The decrease in our total liabilities to $687.7 million as of June 30, 2026 compared to $712.4 million as of December 31, 2025, was primarily the result of higher net repayments on our Credit Facility and lower dividends payable.

Previous report

Six Months Ended June 30, 2026 Compared to Six Months Ended June 30, 2025

Previous report

On May 5, 2026, the Board of Directors reduced the Company’s monthly common stock dividend from $0.25 per share to $0.16 per share. The Company is resizing its dividend to focus on retaining cash flow and to accelerate the Company’s acquisition strategy and accelerate the ramp of its SHOP portfolio.

Previous report

On May 29, 2026 and June 2, 2026, the Company issued and aggregate of 1,000,000 shares of its Series C Convertible Preferred Stock, for aggregate gross proceeds of $100.0 million. The Series C Convertible Preferred Stock provides for cumulative dividends at a rate of 6.00% per annum, which increases to 8.00% on June 2, 2030 (the date that is four years after the date of last issuance) to the extent the Series C Convertible Preferred Stock has not been redeemed or converted as of that date and increases by an additional 2.00% on each subsequent anniversary thereafter, up to a maximum of 12.00%, to the extent the Series C Convertible Preferred Stock has not been redeemed or converted as of such anniversary dates. The Series C Convertible Preferred Stock is convertible into shares of the Company’s common stock at an initial conversion rate of 2.32558 shares of common stock per share of Series C Convertible Preferred Stock, which is based on an implied conversion price of $43.00 per share of common stock, subject to customary anti-dilution adjustments. The Company may redeem the Series C Convertible Preferred Stock, in whole or in part, at its option on or after June 2, 2030 (the date that is four years after the date of last issuance), at a cash redemption price equal to the liquidation preference of $100 per share, plus accumulated and unpaid regular dividends, including any defaulted regular dividends. The Series C Convertible Preferred Stock generally has no voting rights, except for limited voting rights with respect to certain matters affecting its rights and preferences. In addition, upon issuance of the Series C Convertible Preferred Stock, the Company’s ability to make distributions with respect to, or redeem, purchase or acquire, or make liquidation payments on, any other shares of capital stock ranking junior to or on a parity with the Series C Convertible Preferred Stock became subject to certain restrictions in the event that the Company does not declare distributions on the Series C Convertible Preferred Stock during any distribution period.
Reworded paragraphs (61)

Previous wording

Forward-looking statements involve numerous risks and uncertainties and you should not rely on them as predictions of future events. Forward-looking statements depend on assumptions, data or methods which may be incorrect or imprecise and we may not be able to realize them. We do not guarantee that the transactions and events described will happen as described (or that they will happen

Current wording

Forward-looking statements involve numerous risks and uncertainties and you should not rely on them as predictions of future events. Forward-looking statements depend on assumptions, data or methods which may be incorrect or imprecise and we may not be able to realize them. We do not guarantee that the transactions and events described will happen as described (or that they will happen at all). The following factors, among others, could cause actual results and future events to differ materially from those set forth or contemplated in the forward-looking statements:

Previous wording

See Item 1A. Risk Factors in our 2025 Annual Report and Item 1A. Risk Factors in this Quarterly Report on Form 10-Q for further discussion of these and other risks, as well as the risks, uncertainties and other factors discussed in this Report and identified in other documents we may file with the SEC from time to time. You should carefully consider these risks before making any investment decisions in our company. New risks and uncertainties may also emerge from time to time that could materially and adversely affect us. While forward-looking statements reflect our good faith beliefs, they are not guarantees of future performance. We disclaim any obligation to update or revise any forward-looking statement to reflect changes in underlying assumptions or factors, of new information, data or methods, future events or other changes after the date of this Report, except as required by applicable law. You should not place undue reliance on any forward-looking statements that are based on information currently available to us or the third parties making the forward-looking statements.

Current wording

38 - time that could materially and adversely affect us. While forward-looking statements reflect our good faith beliefs, they are not guarantees of future performance. We disclaim any obligation to update or revise any forward-looking statement to reflect changes in underlying assumptions or factors, new information, data or methods, future events or other changes after the date of this Report, except as required by applicable law. You should not place undue reliance on any forward-looking statements that are based on information currently available to us or the third parties making the forward-looking statements.

Previous wording

Chiron Real Estate Inc. (the “Company”) is a Maryland corporation and internally managed real estate investment trust (“REIT”) that owns (i) healthcare facilities leased to physician groups and regional and national healthcare systems and (ii) seniors housing communities. The Company’s seniors housing includes independent living communities (“IL”), assisted living communities (“AL”), memory care communities (“MC”) and active adult communities. As of June 30, 2026, the Company’s total gross investment portfolio consisted of 82% healthcare facilities, primarily outpatient medical facilities, 16% seniors housing operating portfolio (“SHOP”) assets, and 2% unconsolidated joint ventures and other investments.

Current wording

Chiron Real Estate Inc. (the “Company”) is a Maryland corporation and internally managed REIT that owns (i) healthcare facilities leased to physician groups and regional and national healthcare systems and (ii) seniors housing communities. The Company’s seniors housing portfolio includes independent living communities (“IL”), assisted living communities (“AL”), memory care communities (“MC”), and development financing investments in active adult communities. As of September 30, 2026, the Company's gross investment portfolio consisted of 81% healthcare facilities, primarily outpatient medical facilities, 17% SHOP communities, and 2% unconsolidated joint ventures and other investments.

Previous wording

The Company holds its facilities and conducts its operations through a Delaware limited partnership subsidiary, Chiron Real Estate LP (the “Operating Partnership”). The Company serves as the sole general partner of the Operating Partnership through a wholly owned subsidiary of the Company, Chiron Real Estate GP LLC, a Delaware limited liability company. As of June 30, 2026, the Company owned 91.3% of the outstanding common operating partnership units (“OP Units”), with the remaining 8.7% owned by holders of long-term incentive plan units (“LTIP Units”) and third-party limited partners who contributed properties or services in exchange for OP Units.

Current wording

The Company holds its facilities and conducts its operations through a Delaware limited partnership subsidiary, Chiron Real Estate LP (the “Operating Partnership”). The Company serves as the sole general partner of the Operating Partnership through a wholly owned subsidiary of the Company, Chiron Real Estate GP LLC, a Delaware limited liability company. As of September 30, 2026, the Company owned 91.2% of the outstanding common limited partnership units in the Operating Partnership (“OP Units”), with the remaining 8.8% owned by holders of long-term incentive plan units (“LTIP Units”) and third-party limited partners who contributed properties or services in exchange for OP Units.

Previous wording

On September 19, 2025, the Company completed a one-for-five reverse stock split of its outstanding shares of common stock, with a corresponding adjustment to the outstanding partnership units of the Operating Partnership (the “Reverse Stock Split”). Unless otherwise noted, all common share and unit amounts shown herein are shown on a split-adjusted basis.

Current wording

In September 2025, the Company completed a one-for-five reverse stock split of its outstanding shares of common stock, with a corresponding adjustment to the outstanding partnership units of the Operating Partnership (the “Reverse Stock Split”). Unless otherwise noted, all common share and unit amounts shown herein are shown on a split-adjusted basis.

Previous wording

As of June 30, 2026, we had gross investments of approximately $1.6 billion in real estate, consisting of 182 healthcare facilities, primarily outpatient medical facilities, with an aggregate of approximately 4.6 million leasable square feet, and 2 SHOP communities, with an aggregate of 292 homes. This data does not include amounts for properties held in our unconsolidated joint ventures.

Current wording

As of September 30, 2026, we had gross investments of approximately $1.6 billion in real estate, consisting of 181 healthcare facilities, primarily outpatient medical facilities, with an aggregate of approximately 4.6 million leasable square feet, and 2 SHOP communities, with an aggregate of 292 homes.

Previous wording

On June 1, 2026, the Company completed the acquisition of The Landing Alexandria (the “Landing”), a 163-home, luxury seniors housing community located in Alexandria, Virginia, from affiliates of Silverstone Senior Living (“SSL”) for a purchase price of approximately $130 million. The Landing has operated since May 2022 and offers independent living, assisted living and memory care.

Current wording

On June 1, 2026, the Company completed the acquisition of The Landing Alexandria (“The Landing”), a 163-home, luxury seniors housing community located in Alexandria, Virginia, from affiliates of Silverstone Senior Living (“SSL”) for a purchase price of approximately $130 million. The Landing has operated since May 2022 and offers IL, AL and MC homes.

Previous wording

On June 1, 2026, the Company completed the acquisition of The Riviera at Alexandria (the “Riviera”), a 129-home, luxury seniors housing community located in Alexandria, Virginia, from affiliates of SSL for a purchase price of approximately $119 million. The Riviera is a newly developed independent living community that opened in March 2026 and remains in lease-up.

Current wording

On June 1, 2026, the Company completed the acquisition of The Riviera at Alexandria (“The Riviera”), a 129-home, luxury seniors housing community located in Alexandria, Virginia, from affiliates of SSL for a purchase price of approximately $119 million. The Riviera is a newly developed IL community that opened in March 2026 and remains in lease-up. The Company operates The Landing and The Riviera as SHOP communities and one of its TRSs has engaged an affiliate of Greystone Communities to manage the day-to-day operations of the communities. Under this structure, the Company owns the real estate and participates directly in the operating results of the communities, including revenues and operating expenses, rather than receiving fixed lease payments from a third-party tenant.

Previous wording

On July 10, 2026, the Company entered into a purchase agreement with SSL to acquire a parcel of land located in Reston, Virginia for a purchase price of approximately $15.0 million. The Company expects that a seniors housing community will be developed on the land. The acquisition remains subject to customary closing conditions and is expected to close in August 2026.

Current wording

On September 1, 2026, the Company acquired a parcel of land zoned for a seniors housing community located in Reston, Virginia for a purchase price of approximately$15.4 million.

Previous wording

On January 6, 2026, the Company entered into a joint venture with a developer to facilitate the development of a 132-home, active adult residential community in a suburb of Minneapolis, Minnesota (the “Maple Grove Active Adult Joint Venture”). We invested $7.1 million for a 49% equity interest in the Maple Grove Active Adult Joint Venture, with the developer retaining a 51% interest. The Maple Grove Active Adult Joint Venture entered into a construction loan with a principal balance of $31.0 million, of which $10.1 million was drawn on as of June 30, 2026. The developer is serving as the managing member of the Maple Grove Active Adult Joint Venture. We account for our interest in the Maple Grove Active Adult Joint Venture using the equity method of accounting.

Current wording

On January 6, 2026, the Company entered into a joint venture with a developer to facilitate the development of a 132-home, active adult residential community in a suburb of Minneapolis, Minnesota (the “Maple Grove Active Adult Joint Venture”). We invested$7.1 million for a 49% equity interest in the Maple Grove Active Adult Joint Venture, with the developer retaining a 51% interest. The Maple Grove Active Adult Joint Venture entered into a construction loan with a principal balance of$31.0 million, of which$18.4 million was drawn on as of September 30, 2026. The developer is serving as the managing member of the Maple Grove Active Adult Joint Venture.

Previous wording

On May 13, 2026, the Company entered into a joint venture with a developer to facilitate the development of an active adult residential community near Hudson, Wisconsin (the “Hudson Active Adult Joint Venture”). We invested $6.7 million for a 49% equity interest, with the developer retaining a 51% interest and serving as the managing member. We account for our interest in the Hudson Active Adult Joint Venture using the equity method of accounting.

Current wording

On May 13, 2026, the Company entered into a joint venture with a developer to facilitate the development of an active adult residential community near Hudson, Wisconsin (the “Hudson Active Adult Joint Venture”). The Company invested $6.7 million for a 49% equity interest, with the developer retaining a 51% interest and serving as the managing member. The Hudson Active Adult Joint Venture obtained a construction loan with a principal balance of $26.0 million, none of which was drawn on as of September 30, 2026.

Previous wording

On June 10, 2026, the Heitman OM Joint Venture acquired an additional medical office building located near Minneapolis, Minnesota, for a purchase price of $10.3 million, with the Company contributing its 12.5% proportionate share of the purchase price in accordance with the joint venture agreement. The Heitman OM Joint Venture has obtained two mortgage loans with a total principal balance of $22.9 million.

Current wording

On June 10, 2026, the Heitman OM Joint Venture acquired an additional medical office building located near Minneapolis, Minnesota, for a purchase price of $10.3 million, with the Company contributing its 12.5% proportionate share of the purchase price in accordance with the joint venture agreement. As of September 30, 2026, the Heitman OM

Previous wording

On June 29, 2026, the Company completed the sale of seven inpatient rehabilitation facilities (“IRFs”) to a newly formed joint venture (the “IRF Joint Venture”) between the Company, through its Operating Partnership, and a U.S. public pension fund (the “IRF JV Partner”). The portfolio was valued at an aggregate purchase price of $217 million and comprised approximately 456,000 square feet of space that was 100% leased with a weighted average remaining lease term of eight years. In connection with the transaction, the Company received net proceeds of $211.4 million, before funding its $16.3 million retained equity investment in the IRF Joint Venture, and recognized a gain on the sale of investment properties of $71.9 million. The IRF JV Partner acquired an 85% equity interest and controls the IRF Joint Venture through its voting interest, while the Company acquired a 15% equity interest, serves as manager of the joint venture, and continues to oversee asset management in exchange for a management fee. The IRF Joint Venture obtained a mortgage loan with a principal balance of $108.5 million, and the Company accounts for its retained interest using the equity method of accounting.

Current wording

On June 29, 2026, the Company completed the sale ofseven inpatient rehabilitation facilities (“IRFs”) to a newly formed joint venture (the “IRF Joint Venture”) between the Company, through its Operating Partnership, and a U.S. public pension fund (the “IRF JV Partner”). The portfolio was valued at an aggregate purchase price of$217 million and comprised approximately 456,000 square feet of space that was 100% leased with a weighted average remaining lease term of eight years. In connection with the transaction, the Company received net proceeds of$211.4 million, before funding its$16.3 million retained equity investment in the IRF Joint Venture, and recognized a gain on the sale of investment properties of$71.9 million. The IRF JV Partner acquired an 85% equity interest and controls the IRF Joint Venture through its voting interest, while the Company acquired a 15% equity interest, serves as manager of the joint venture, and continues to oversee asset management in exchange for a management fee. The IRF Joint Venture obtained a mortgage loan with a principal balance of $108.5 million, all of which was drawn as of September 30, 2026.

Previous wording

On April 1, 2026, the Company originated a $3.0 million mezzanine loan secured by interests in an entity that owns an under-development medical facility located in Fort Myers, Florida, of which $2.9 million was drawn as of June 30, 2026. The medical facility is an on-campus outpatient surgical facility that is 100% pre-leased to an investment-grade tenant under a 15-year lease. The loan bears interest at a rate of 12.0% per annum and has an initial term of 24 months and included a 2.0% origination fee, with completion and

Current wording

On April 1, 2026, the Company originated a $3.0 million mezzanine loan secured by equity interests in an entity that owns an under-development medical facility located in Fort Myers, Florida, of which $3.0 million was drawn as of September 30, 2026. The medical facility is an on-campus outpatient surgical facility that is 100% pre-leased to an investment-grade tenant under a 15-year lease with no termination rights. The loan bears interest at a rate of 12.0% per annum, has an initial term of 24 months, and represents approximately 10% of the total project cost. In connection with the loan, the Company holds a right of first offer and right of first refusal with respect to a sale of the property, which are subject to the pre-leased tenant’s corresponding rights.

Previous wording

On July 28, 2026, the Company originated an approximately $2.2 million mezzanine loan secured by interests in an entity that owns an under-development medical facility in Daleville, Virginia. The medical facility is a two-story, approximately 40,000 square foot freestanding emergency department and medical office building that is 100% pre-leased to an investment-grade regional healthcare system under a 15-year lease. The loan bears interest at 12% per annum, has an initial term of 24-month and included a 2.0% origination fee, with completion and repayment supported by a corporate guaranty. In connection with the loan, the Company holds a right of first offer and right of first refusal with respect to a sale of the property, which are subject to the pre-leased tenant’s corresponding rights.

Current wording

On July 28, 2026, the Company originated an approximately$2.2 million mezzanine loan secured by interests in an entity that owns an under-development medical facility in Daleville, Virginia, of which$1.3 million was drawn as of September 30, 2026. The medical facility is a two-story, approximately 40,000 square foot freestanding emergency department and medical office building that is 100% pre-leased to an investment-grade regional healthcare system under a 15-year lease. The loan bears interest at 12% per annum, has an initial term of 24 months and included a 2% origination fee, with completion and repayment supported by a corporate guaranty. In connection with the loan, the Company holds a right of first offer and right of first refusal with respect to a sale of the property, which are subject to the pre-leased tenant’s corresponding rights.

Previous wording

On June 29, 2026, the Company disposed of certain properties in connection with its investment activity, including the sale of seven IRFs to the IRF Joint Venture described above under “Joint Ventures.”

Current wording

On June 29, 2026, the Company disposed of certain properties in connection with its investment activity, including the sale ofseven IRFs to the IRF Joint Venture described above under “Joint Ventures.”

Previous wording

On January 20, 2026, White Rock Medical Center LLC, filed for Chapter 11 bankruptcy protection under the United States Bankruptcy Code. At the time of its bankruptcy filing, White Rock operated two hospitals in Texas, including the White Rock Medical Center in Dallas, Texas, an acute-care hospital owned by the Company where White Rock is the sole tenant and has been operating the hospital since October 2023. There are 12 years remaining on this lease. According to the filed bankruptcy documents, the primary reason for the bankruptcy is a dispute with the former operator of the facility related to amounts due to the former operator. Accordingly White Rock plans to (i) restructure indebtedness related to its purchase of the hospital operations at the White Rock Medical Center and a related transition services agreement and (ii) sell its hospital operations to a third party, with the goal of stabilizing its operations and maximizing value to its stakeholders. As a means of assisting White Rock in its stabilization efforts, the Company has funded annual property tax obligations due under the lease and accepted reduced monthly payments. As of August 3, 2026, the Company has a receivable balance, net of security deposits, of approximately $1.7 million (exclusive of late fees and interest thereon). On July 10, 2026, White Rock filed its Second Plan of Reorganization where it indicated that it plans on affirming our lease as part of its reorganization plan. Although White Rock indicated that it intends on affirming our lease, there can be no assurance that White Rock will not change its plan to affirm its lease with us or that we will receive any amounts owed to us.

Current wording

On January 20, 2026, White Rock Medical Center LLC (“White Rock”), filed for Chapter 11 bankruptcy protection under the United States Bankruptcy Code. At the time of its bankruptcy filing, White Rock operated two hospitals in Texas, including the White Rock Medical Center in Dallas, Texas, an acute-care hospital owned by the Company where White Rock is the sole tenant and has been operating the hospital since October 2023. There are 12 years remaining on this lease. According to the filed bankruptcy documents, the primary reason for the bankruptcy is a dispute with the former operator of the facility related to amounts due to the former operator. Accordingly, White Rock plans to (i) restructure indebtedness related to its purchase of the hospital operations at the White Rock Medical Center and a related transition services agreement and (ii) sell its hospital operations to a third party, with the goal of stabilizing its operations and maximizing value to its stakeholders. As a means of assisting White Rock in its stabilization efforts, the Company has funded annual property tax obligations due under the lease and accepted reduced monthly payments. On September 21, 2026, the bankruptcy court approved White Rock's plan of reorganization, which included affirming our leases. In connection with the lease affirmations, the Company agreed to a cure amount of approximately $2.6 million, payable over time from available cash generated by hospital operations, with any remaining balance due no later than five years

Previous wording

The preparation of financial statements in conformity with GAAP requires our management to use judgment in the application of accounting policies, including making estimates and assumptions. We base estimates on the best information available to us at the time, our experience and on various other assumptions believed to be reasonable under the circumstances. These estimates affect the reported amounts of assets and liabilities, disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenue and expenses during the reporting periods. If our judgment or interpretation of the facts and circumstances relating to various transactions or other matters had been different, it is possible that different accounting would have been applied, resulting in a different presentation of our financial statements. From time to time, we re-evaluate our estimates and assumptions. In the event estimates or assumptions prove to be different from actual results, adjustments are made in subsequent periods to reflect more current estimates and assumptions about matters that are inherently uncertain. Please refer to our Annual Report on Form 10-K for the year ended December 31, 2025, filed with the SEC on March 2, 2026, for further information regarding the critical accounting policies that affect our more significant estimates and judgments used in the preparation of our condensed consolidated financial statements included in Part I, Item 1 of this Report.

Current wording

The preparation of financial statements in conformity with GAAP requires our management to use judgment in the application of accounting policies, including making estimates and assumptions. We base estimates on the best information available to us at the time, our experience and on various other assumptions believed to be reasonable under the circumstances. These estimates affect the reported amounts of assets and liabilities, disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenue and expenses during the reporting periods. If our judgment or interpretation of the facts and circumstances relating to various transactions or other matters had been different, it is possible that different accounting would have been applied, resulting in a different presentation of our financial statements. From time to time, we re-evaluate our estimates and assumptions. In the event estimates or assumptions prove to be different from actual results, adjustments are made in subsequent periods to reflect more current estimates and assumptions about matters that are inherently uncertain. Please refer to our 2025 Annual Report for further information regarding the critical accounting policies that affect our more significant estimates and judgments used in the preparation of our condensed consolidated financial statements included in Part I, Item 1 of this Report.

Previous wording

Beginning June 1, 2026, we operate through two reportable segments: Healthcare Real Estate and SHOP. Healthcare Real Estate continues to represent the majority of our revenues and Segment NOI for the three and six months ended June 30, 2026. SHOP results reflect one month of operations from the Landing and the Riviera following their acquisition on June 1, 2026. SHOP Segment NOI was $0.3 million for both the three and six months ended June 30, 2026, reflecting the partial-period contribution from these communities. We expect SHOP to become a more significant component of our results as recently acquired communities stabilize and as we continue to pursue our seniors housing investment strategy.

Current wording

Beginning June 1, 2026, we operate through two reportable segments: Healthcare Real Estate and SHOP. Healthcare Real Estate continues to represent the majority of our revenues and Segment NOI. The SHOP segment was established with the acquisition of The Landing and The Riviera on June 1, 2026, and the three months ended September 30, 2026 represents the first full quarter of SHOP operations.

Previous wording

Total revenue for the three months ended June 30, 2026 was $39.7 million, compared to $38.0 million for the same period in 2025, representing an increase of $1.7 million. The increase was primarily driven by $1.8 million of resident fees and services recognized during the one-month period that we owned the Landing and the Riviera. These increases were partially offset by the impact of dispositions completed during 2026 and 2025. Within total revenue, $5.6 million was recognized from net lease expense recoveries during the three months ended June 30, 2026, compared to $5.4 million for the same period in 2025.

Current wording

Total revenue for thethree months ended September 30, 2026 was$40.3 million, compared to$37.2 million for the same period in 2025, representingan increase of$3.1 million. The increase was primarily driven by $6.2 million of resident fees and services of The Landing and The Riviera, as well as $1.5 million of growth within our existing portfolio. These increases were partially offset by a $4.6 million decrease attributable to dispositions completed during 2026 and 2025. Within total revenue, $5.9 million was recognized from net lease expense recoveries during thethree months ended September 30, 2026, compared to $5.2 million for the same period in 2025.

Previous wording

and the Riviera for the one-month period that we owned these properties during the three months ended June 30, 2026. Operating expenses in the existing portfolio also increased by $0.4 million, reflecting higher property‑level costs year-over-year. These increases were partially offset by the dispositions completed during 2026 and 2025. Included in these amounts were $5.6 million of recoverable property operating expenses incurred during the three months ended June 30, 2026, compared to $5.4 million for the same period in 2025.

Current wording

Operating expenses for thethree months ended September 30, 2026 were$14.1 million, compared to$8.2 million for the same period in 2025, an increase of$5.9 million. Theincrease was primarily attributable to $5.5 million of SHOP operating expenses related to The Landing and The Riviera, and a $0.7 million increase in our existing portfolio driven by higher property‑level costs year-over-year. These increases were partially offset by $0.3 million attributable to disposition activity completed during 2026 and 2025. Of the total operating expenses, $5.9 million were recoverable property operating expenses incurred during thethree months ended September 30, 2026, compared to $5.2 million for the same period in 2025.

Previous wording

Depreciation expense for the three months ended June 30, 2026 was $11.4 million, compared to $11.3 million for the same period in 2025, an increase of $0.1 million. The increase was primarily driven by our 2026 acquisitions, partially offset by the impact of dispositions completed during 2026 and 2025.

Current wording

Depreciation expense for thethree months ended September 30, 2026 was$11.0 million, compared to$11.2 million for the same period in 2025, a decrease of$0.2 million. The decrease was primarily attributable to $1.3 million related to dispositions completed during 2026 and 2025, partially offset by $1.1 million of depreciation expense from our 2026 acquisitions.

Previous wording

Interest expense for the three months ended June 30, 2026 was $8.8 million, compared to $8.0 million for the same period in 2025, an increase of $0.8 million. The increase was partially driven by higher interest rates resulting from the expiration in April 2026 of the prior interest rate swaps on our Term Loan A and the replacement of those swaps with new interest rate swaps on the Term Loan A tranches that fix the SOFR component of the applicable interest rate at higher rates than the prior swaps. The increase was also partially attributable to higher average borrowings during the three months ended June 30, 2026 compared to the same period in 2025.

Current wording

Interest expense for thethree months ended September 30, 2026 was$8.3 million, compared to$8.2 million for the same period in 2025, an increase of$0.1 million. Theincrease was partially driven by higher interest rates resulting from the expiration in April 2026 of the prior interest rate swaps on our Term Loan A and the replacement of those swaps with new interest rate swaps on the Term Loan A tranches that fix the SOFR component of the applicable interest rate at higher rates than the prior swaps.

Previous wording

The weighted average interest rate of our debt for the three months ended June 30, 2026 was 4.32% compared to 4.03% for the same period in 2025. Additionally, the weighted average interest rate and term of our debt was 4.56% and 3.6 years, respectively, at June 30, 2026, compared to 4.09% and 1.6 years, respectively, at June 30, 2025.

Current wording

The weighted average interest rate of our debt for thethree months ended September 30, 2026 was 4.54% compared to 4.12% for the same period in 2025. Additionally, the weighted average interest rate and term of our debt was 4.51% and 3.4 years, respectively, at September 30, 2026, compared to 4.06% and 1.3 years, respectively, at September 30, 2025.

Previous wording

During the three months ended June 30, 2026, we recognized a gain on sale of investment properties of $71.9 million related to properties sold in connection with the establishment of the IRF Joint Venture. During the three months ended June 30, 2025, we completed one disposition recognizing a gain on sale of investment properties of $0.2 million.

Current wording

During thethree months ended September 30, 2026, we completed one disposition recognizing a loss on sale of investment properties of $0.3 million. During thethree months ended September 30, 2025, we completed two dispositions recognizing a gain on sale of investment properties of$0.3 million.

Previous wording

Equity Loss from Unconsolidated Joint Ventures for the three months ended June 30, 2026 was $10 thousand, compared to $50 thousand for the same period in 2025, a decrease of $40 thousand.

Current wording

Equity Income (Loss) from Unconsolidated Joint Ventures for thethree months ended September 30, 2026 was$505 thousand of income, compared to a loss of$33 thousand for the same period in 2025.

Previous wording

Total revenue for the six months ended June 30, 2026 was $77.8 million, compared to $72.6 million for the same period in 2025, representing an increase of $5.2 million. The increase was primarily attributable to $2.5 million of rental revenue from acquisitions completed during the six months ended June 30, 2025, reflecting a full six months of ownership in 2026. The increase was also driven by $2.4 million of growth in our existing portfolio and $1.8 million of resident fees and services recognized during the one-month period in which we owned the Landing and the Riviera. These increases were partially offset by the impact of dispositions completed during 2026 and 2025. Within total revenue, $11.9 million was recognized from net lease expense recoveries during the six months ended June 30, 2026, compared to $10.6 million for the same period in 2025.

Current wording

Total revenue for thenine months ended September 30, 2026 was$118.1 million, compared to$109.8 million for the same period in 2025, representing an increase of$8.3 million. The increase was primarily driven by $8.1 million of resident fees and services recognized during the four-month period in which we owned The Landing and The Riviera, as well as $2.3 million of incremental revenue from 2025 acquisitions reflecting a full nine months of ownership in 2026. These increases were further supported by $4.1 million of growth within our existing portfolio. These increases were partially offset by a $4.4 million decrease attributable to dispositions completed during 2026 and a $1.7 million decrease related to dispositions completed in 2025. Within total revenue, $17.8 million was recognized from net lease expense recoveries during the nine months ended September 30, 2026, compared to $15.8 million for the same period in 2025.

Previous wording

Operating expenses for the six months ended June 30, 2026 were $19.3 million, compared to $15.8 million for the same period in 2025, an increase of $3.5 million. The increase was primarily attributable to $1.6 million of SHOP operating expenses recognized during the one-month period in which we owned the Landing and the Riviera, $1.3 million of operating expenses from acquisitions completed during the six months ended June 30, 2025, reflecting a full six months of ownership in 2026, and $1.1 million of growth in our existing portfolio, reflecting higher property‑level costs year-over-year. These increases were partially offset by the impact of dispositions completed during 2026 and 2025. Included in these amounts were $11.9 million of recoverable property operating expenses incurred during the six months ended June 30, 2026, compared to $10.6 million for the same period in 2025.

Current wording

Operating expenses for thenine months ended September 30, 2026 were$33.4 million, compared to$24.0 million for the same period in 2025, an increase of$9.4 million. The increase was primarily attributable to $7.1 million of SHOP operating expenses recognized during the four-month period in which we owned The Landing and The Riviera, $1.3 million of operating expenses from 2025 acquisitions, which reflect a full nine months of ownership in 2026, and a $1.7 million increase in our existing portfolio driven by higher property‑level costs year-over-year. These increases were partially offset by $0.7 million attributable to disposition activity completed during 2026 and 2025. Of the total operating expenses, $17.8 million were recoverable property operating expenses incurred during the nine months ended September 30, 2026, compared to $15.8 million for the same period in 2025.

Previous wording

Depreciation expense for the six months ended June 30, 2026 was $22.5 million, compared to $21.6 million for the same period in 2025, an increase of $0.9 million. The increase was primarily attributable to$1.2 million of depreciation expense from acquisitions completed during the six months ended June 30, 2025, reflecting a full six months of ownership in 2026, and $0.4 million of SHOP depreciation expense recognized during the one-month period in which we owned the Landing and the Riviera. These increases were partially offset by the impact of dispositions completed during 2026 and 2025.

Current wording

Depreciation expense for thenine months ended September 30, 2026 was$33.6 million, compared to$32.8 million for the same period in 2025, an increase of$0.7 million. Theincrease was primarily attributable to $1.4 millionof SHOP depreciation expense recognized during the four-month period in which we owned The Landing and The Riviera, and $1.2 million of depreciation expense from acquisitions completed during the nine months ended September 30, 2025, reflecting a full nine months of ownership in 2026. These increases were partially offset by $1.9 million attributable to dispositions completed during 2026 and 2025.

Previous wording

Amortization expense for the six months ended June 30, 2026 was $7.6 million, compared to $7.5 million for the same period in 2025, an increase of $0.1 million. The increase was primarily attributable to$0.7 million of amortization expense from acquisitions completed during the six months ended June 30, 2025, reflecting a full six months of ownership in 2026, and $0.1 million of SHOP amortization expense recognized during the one month period in which we owned the Landing and the Riviera. These increases were partially offset by $0.5 million of amortization expense decreases in our existing portfolio, and $0.2 million due to the impact of dispositions completed during 2026 and 2025.

Current wording

Amortization expense for thenine months ended September 30, 2026 was$12.7 million, compared to$11.3 million for the same period in 2025, an increase of$1.4 million. Theincrease was primarily attributable to$1.9 million of SHOP amortization expense recognized during the four-month period in which we owned The Landing and The Riviera, and $0.7 million of amortization expense from acquisitions completed during the nine months ended September 30, 2025, reflecting a full nine months of ownership in 2026. These increases were partially offset by $0.7 million of amortization expense decreases in our existing portfolio, and $0.5 million due to the impact of dispositions completed during 2026 and 2025.

Previous wording

Interest expense for the six months ended June 30, 2026 was $16.0 million, compared to $15.2 million for the same period in 2025, an increase of $0.8 million. The increase was partially driven by higher interest rates resulting from the expiration in April 2026 of the prior interest rate swaps on our Term Loan A and the replacement of those swaps with new interest rate swaps on the Term Loan A tranches that fixed the SOFR component of the applicable interest rate at higher rates than the prior swaps. The increase was also partially attributable to higher average borrowings during the six months ended June 30, 2026 compared to the same period in 2025.

Current wording

47 - from the expiration in April 2026 of the prior interest rate swaps on our Term Loan A and the replacement of those swaps with new interest rate swaps on the Term Loan A tranches that fixed the SOFR component of the applicable interest rate at higher rates than the prior swaps.

Previous wording

The weighted average interest rate of our debt for the six months ended June 30, 2026 was 4.03% compared to 3.93% for the same period in 2025. Additionally, the weighted average interest rate and term of our debt was 4.56% and 3.6 years, respectively, at June 30, 2026 compared to 4.09% and 1.6 years, respectively, at June 30, 2025.

Current wording

The weighted average interest rate of our debt for thenine months ended September 30, 2026 was 4.20% compared to 4.00% for the same period in 2025. Additionally, the weighted average interest rate and term of our debt was 4.51% and 3.4 years, respectively, at September 30, 2026 compared to 4.06% and 1.3 years, respectively, at September 30, 2025.

Previous wording

During the six months ended June 30, 2026, we recognized a gain on sale of investment properties of $71.9 million related to properties sold in connection with the establishment of the IRF Joint Venture. During the six months ended June 30, 2025, we completed three dispositions and recognized a gain on the sale of investment properties of $1.6 million.

Current wording

During thenine months ended September 30, 2026, we completed eight dispositions, seven of which were sold in connection with the establishment of the IRF Joint Venture, and recognized a net gain on sale of investment properties of $71.6 million. During thenine months ended September 30, 2025, we completed five dispositions and recognized a net gain on sale of investment properties of$1.9 million.

Previous wording

Net cash provided by operating activities for the six months ended June 30, 2026 was $35.9 million, compared to $34.4 million for the same period in 2025. Net cash provided by operating activities increased primarily due to the impact of our 2026 and 2025 acquisitions.

Current wording

Net cash provided by operating activities for the nine months ended September 30, 2026 was$49.3 million, compared to$52.0 million for the same period in 2025. Net cash provided by operating activities decreased primarily due to the impact of our 2026 and 2025 acquisitions and dispositions.

Previous wording

Net cash used in investing activities for the six months ended June 30, 2026 was $81.7 million, compared to $66.4 million for the same period in 2025. Net cash used in investing activities increased primarily due to higher net acquisition activity in 2026 compared to 2025.

Current wording

Net cash used in investing activities for the nine months ended September 30, 2026 was$109.1 million, compared to$67.2 million for the same period in 2025. Net cash used in investing activities increased primarily due to higher net acquisition activity in 2026 compared to 2025.

Previous wording

Net cash provided by financing activities for the six months ended June 30, 2026 was $46.8 million, compared to $32.3 million for the same period in 2025. Net cash provided by financing activities increased primarily due to highernet proceeds received from preferred stock offerings. These increases were partially offset by net repayments on our Credit Facility, and lower dividends paid to common and preferred stockholders as well as holders of OP Units and LTIP Units.

Current wording

Net cash provided by financing activities for the nine months ended September 30, 2026 was$63.8 million, compared to$16.1 million for the same period in 2025. Net cash provided by financing activities increased primarily due to highernet proceeds received from preferred stock offerings. The increases were partially offset by net repayments on our

Previous wording

and noncontrolling interest (“FAD”) are non-GAAP financial measures within the meaning of the rules of the SEC. The Company considers FFO, Core FFO, and FAD to be important supplemental measures of its operating performance and believes FFO is frequently used by securities analysts, investors, and other interested parties in the evaluation of REITs, many of which present FFO when reporting their results.

Current wording

Funds from operations attributable to common stockholders and noncontrolling interest (“FFO”), core FFO attributable to common stockholders and noncontrolling interest (“Core FFO”), and funds available for distribution attributable to common stockholders and noncontrolling interest (“FAD”) are non-GAAP financial measures within the meaning of the rules of the SEC. The Company considers FFO, Core FFO, and FAD to be important supplemental measures of its operating performance and believes FFO is frequently used by securities analysts, investors, and other interested parties in the evaluation of REITs, many of which present FFO when reporting their results.

Previous wording

In accordance with the National Association of Real Estate Investment Trusts’ (“NAREIT”) definition, FFO means net income or loss computed in accordance with GAAP before noncontrolling interests of holders of OP Units and LTIP Units, excluding gains (or losses) from sales of property and extraordinary items, property impairment losses, less preferred stock dividends, plus real estate-related depreciation and amortization (excluding amortization of debt issuance costs and the amortization of above and below market leases), and after adjustments for unconsolidated partnerships and joint ventures calculated to reflect FFO on the same basis. Because FFO excludes real estate-related depreciation and amortization (other than amortization of debt issuance costs and above and below market lease amortization expense), the Company believes that FFO provides a performance measure that, when compared period-over-period, reflects the impact to operations from trends in occupancy rates, rental rates, operating costs, development activities and interest costs, providing perspective not immediately apparent from the closest GAAP measurement, net income or loss.

Current wording

In accordance with the National Association of Real Estate Investment Trusts’ (“NAREIT”) definition, FFO means net income or loss computed in accordance with GAAP before noncontrolling interests of holders of OP Units and LTIP Units, less preferred stock dividends, plus real estate-related depreciation and amortization (excluding amortization of debt issuance costs and the amortization of above and below market leases), adjustments for unconsolidated partnerships and joint ventures, excluding gains (or losses) from sales of investment properties and extraordinary items, investment property impairment losses, to reflect FFO on the same basis. Because FFO excludes real estate-related depreciation and amortization (other than amortization of debt issuance costs and above and below market lease amortization expense), the Company believes that FFO provides a performance measure that, when compared period-over-period, reflects the impact to operations from trends in occupancy rates, rental rates, operating costs, development activities and interest costs, providing perspective not immediately apparent from the closest GAAP measurement, net income or loss.

Previous wording

Core FFO is a non-GAAP measure used by many investors and analysts to measure a real estate company’s operating performance by removing the effect of items that do not reflect ongoing property operations. Management calculates Core FFO by modifying the NAREIT computation of FFO by adjusting it for certain cash and non-cash items and certain recurring and non-recurring items. For the Company these items include recurring acquisition and disposition costs, loss on the extinguishment of debt, recurring straight line deferred rental revenue, recurring stock-based compensation expense, recurring amortization of above and below market leases, recurring amortization of debt issuance costs, severance and transition related expense, costs related to our reverse stock split, and other items related to unconsolidated partnerships and joint ventures.

Current wording

Core FFO is a non-GAAP measure used by many investors and analysts to measure a real estate company’s operating performance by removing the effect of items that do not reflect ongoing property operations. Management calculates Core FFO by modifying the NAREIT computation of FFO by adjusting it for certain cash and non-cash items and certain recurring and non-recurring items. For the Company, these items include amortization of above and below market leases, straight line deferred rental revenue, stock-based compensation expense, amortization of debt issuance costs, severance and transition related expenses, reverse stock split expense, and other adjustments related to unconsolidated joint ventures.

Showing the first 40 of 61 pairs. Open the source sections for the rest.

Rearranged current paragraphs (7)

Current report — wording carried from elsewhere

•our ability to satisfy our short and long-term liquidity requirements;

Current report — wording carried from elsewhere

See Item 1A. Risk Factors in our 2025 Annual Report and Item 1A. Risk Factors in this Quarterly Report on Form 10-Q for further discussion of these and other risks, as well as the risks, uncertainties and other factors discussed in this Report and identified in other documents we may file with the SEC from time to time. You should carefully consider these risks before making any investment decisions in our company. New risks and uncertainties may also emerge from time to

Current report — wording carried from elsewhere

Joint Venture has obtained two mortgage loans with an aggregate principal balance of $22.9 million, all of which was drawn as of September 30, 2026.

Current report — wording carried from elsewhere

We expect SHOP to become a more significant component of our results as our communities continue to stabilize and increase occupancy and as we execute on our seniors housing acquisition and development strategy.

Current report — wording carried from elsewhere

Credit Facility, and lower dividends paid to common and preferred stockholders as well as holders of OP Units and LTIP Units.

Current report — wording carried from elsewhere

•Repurchases of our common stock; and

Current report — wording carried from elsewhere

$595.6 million plus 75% of all net proceeds raised through equity offerings subsequent to September 30, 2025. As of September 30, 2026, we were in compliance with all of the financial and non-financial covenants contained in the Credit Facility.
Rearranged previous paragraphs (7)

Previous report — wording carried elsewhere

at all). The following factors, among others, could cause actual results and future events to differ materially from those set forth or contemplated in the forward-looking statements:

Previous report — wording carried elsewhere

The Company operates the Landing and the Riviera as SHOP communities and one of its taxable REIT subsidiaries (“TRS”) has engaged an affiliate of Greystone Communities to manage the day-to-day operations of the communities. Under this structure, the

Previous report — wording carried elsewhere

Company owns the real estate and participates directly in the operating results of the communities, including revenues and operating expenses, rather than receiving fixed lease payments from a third-party tenant.

Previous report — wording carried elsewhere

repayment supported by a corporate guaranty. In connection with the loan, the Company holds a right of first offer and right of first refusal with respect to a sale of the property, which are subject to the pre-leased tenant’s corresponding rights.

Previous report — wording carried elsewhere

Funds from operations attributable to common stockholders and noncontrolling interest (“FFO”), and core FFO attributable to common stockholders and noncontrolling interest (“Core FFO”) and funds available for distribution attributable to common stockholders

Previous report — wording carried elsewhere

transition related expense, expenses related to our reverse stock split, transaction expense, adjustments related to our investments in unconsolidated joint ventures, and other normalizing items. Management considers EBITDAre and Adjusted EBITDAre important measures because they provide additional information to allow management, investors, and our current and potential creditors to evaluate and compare our core operating results and our ability to service debt.

Previous report — wording carried elsewhere

redeveloped or developed properties. Same-Property Cash NOI also excludes lease terminations fees and joint ventures and other income in order to remove non-recurring items and joint venture-related income from our NOI.