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Chiron Real Estate Inc.

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

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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$27.17-5.3%Stored close · as of Nov 9, 2026

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Notes To The Unaudited Condensed Consolidated Financial Statements

(dollars in thousands, except per share amounts or as otherwise indicated)

Note 1 –Organization

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 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% seniors housing operating portfolio (“SHOP”) communities, and 2% unconsolidated joint ventures and other investments.

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.

Note 2 –Summary of Significant Accounting Policies

Basis of presentation

The accompanying condensed consolidated financial statements are unaudited and have been prepared in accordance with U.S. generally accepted accounting principles (“GAAP”) for interim financial information and with the instructions to Form 10-Q and the rules and regulations of the U.S. Securities and Exchange Commission (“SEC”). Certain information and footnote disclosures required for annual consolidated financial statements have been condensed or excluded pursuant to such rules and regulations. Accordingly, these condensed consolidated financial statements should be read in conjunction with the Company’s audited consolidated financial statements and notes thereto for the year ended December 31, 2025. In the opinion of management, all adjustments, consisting of normal and recurring adjustments, considered necessary for a fair presentation of the interim financial statements have been included. The results of operations for the three and nine months ended September 30, 2026 are not necessarily indicative of the results that may be expected for the full year ending December 31, 2026.

Principles of Consolidation

The accompanying condensed consolidated financial statements include the accounts of the Company, including the Operating Partnership, its wholly owned subsidiaries, and its equity investments in unconsolidated joint ventures. All significant intercompany accounts and transactions have been eliminated in consolidation. The Company presents the unowned portion of any equity investment it consolidates as noncontrolling interest. Noncontrolling interest in the Company includes the LTIP Units that have been granted to directors, officers and affiliates of the Company and the OP Units held by third parties. Refer to Note 5 – “Equity” and Note 7 – “Stock-Based Compensation” for additional information regarding the OP Units and LTIP Units.

The Company classifies noncontrolling interest as a component of consolidated equity on its Condensed Consolidated Balance Sheets, separate from the Company’s total equity. The Company’s net income or loss is allocated to noncontrolling interests based on the respective ownership or voting percentage in the Operating Partnership associated with such noncontrolling interests and is removed from consolidated income or loss on the Condensed Consolidated Statements of Operations in order to derive net income or loss attributable to common stockholders. The noncontrolling ownership percentage is calculated by dividing the aggregate number of LTIP Units and OP Units by the total number of units and shares outstanding.

Use of Estimates

The preparation of the condensed consolidated financial statements in conformity with GAAP requires the Company to make estimates and assumptions that affect the amounts reported in the condensed consolidated financial

  • 9 - statements and footnotes. Actual results could differ from those estimates. The Company’s most significant assumptions and estimates are related to the valuation of real estate, purchase price allocation of acquired assets, revenue recognition including the collectability of tenant and resident receivables, goodwill impairment testing, and asset impairment.

Cash and Cash Equivalents and Restricted Cash

The Company considers all demand deposits, cashier’s checks, money market accounts, and certificates of deposit with a maturity of three months or less to be cash equivalents. Amounts included in restricted cash represent certain security deposits received from tenants and residents, funds held by the Company related to certain tenant reimbursements, and other amounts restricted as to use under the terms of certain agreements. The following table provides a reconciliation of the Company’s cash and cash equivalents and restricted cash:

As of September 30,
20262025
Cash and cash equivalents$13,451$7,123
Restricted cash2,4482,717
Total cash and cash equivalents and restricted cash$15,899$9,840

Tenant and Resident Receivables, Net

Tenant receivables consist primarily of amounts due from tenants for contractual rent and tenant reimbursements for real estate taxes, insurance, and certain other operating expenses, and are accounted for in accordance with Accounting Standards Codification (“ASC”) Topic 842, Leases(“ASC 842”). Tenant receivables are primarily associated with the Company's Healthcare Real Estate segment. The Company evaluates the collectability of tenant receivables at each reporting date by monitoring the creditworthiness and liquidity of its tenants and assessing historical collection experience and current economic conditions. If the collection of substantially all lease payments is no longer considered probable, the Company ceases recognizing revenue on a straight-line basis and recognizes revenue only as cash is received.

Resident receivables consist primarily of amounts due from residents of the Company's seniors housing operating communities for monthly service fees, community fees, and ancillary services, and are accounted for in accordance with ASC Topic 606, Revenue from Contracts with Customers(“ASC 606”). Resident receivables are recorded net of an allowance for expected credit losses estimated in accordance with ASC Topic 326, Financial Instruments — Credit Losses(“ASC 326”), using a current expected credit loss methodology that reflects historical loss experience, aging by payor category, current portfolio conditions, and reasonable and supportable forecasts of future economic conditions.

Revenue from residents is recognized only to the extent collection is probable; if collection is subsequently assessed as not probable, revenue recognition is limited to cash collected and any previously recognized amounts are reversed. For a full description of the Company's revenue recognition policy for SHOP resident fees and services, including collectability assessments, refer to the Revenue Recognition — SHOP subsection of this footnote.

As of September 30, 2026 and December 31, 2025, the aggregate reserve recorded against tenant and resident receivables was $350.

Real Estate Loans Receivable, Net

Real estate loans receivable totaling $4,385 as of September 30, 2026, consists primarily oftwo mezzanine loans. The Company did not have any real estate loans as of December 31, 2025. Each mezzanine loan is collateralized by an ownership interest in the respective borrower. Interest income on loans is recognized as earned based on the contractual terms of the loans, subject to evaluation of collectability risks, and is included in “Other income” on the Company's Condensed Consolidated Statements of Operations.

On a quarterly basis, the Company evaluates the collectability of its loan portfolio, including related interest income receivable, in accordance with ASC 326, and establishes a reserve for expected credit losses. The reserve for loan losses was insignificant as of September 30, 2026.

  • 10 -

Deferred Assets

The deferred assets balance as of September 30, 2026 and December 31, 2025 was $22,206 and $28,907, respectively. The balance for both periods consisted primarily of deferred rent receivables resulting from the recognition of rental revenue on a straight-line basis over the terms of tenant leases with contractual lease payments in accordance with ASC 842.

Derivative Assets - Interest Rate Swaps

The derivative assets balance as of September 30, 2026 and December 31, 2025, was $21,386 and $6,102, respectively. In accordance with the Company’s risk management strategy, the purpose of the interest rate swaps is to manage interest rate risk for certain of the Company’s variable-rate debt. The interest rate swaps involve the Company’s receipt of variable-rate amounts from the counterparties in exchange for the Company making fixed-rate payments over the life of the agreements.

The Company accounts for derivative instruments in accordance with ASC Topic 815, Derivatives and Hedging, and records each swap as an asset or liability measured at fair value at each reporting period. The Company's interest rate swaps are designated and qualify as cash flow hedges. For derivatives qualifying as cash flow hedges, the effective portion of the change in fair value is recorded in accumulated other comprehensive income in the equity section of the Condensed Consolidated Balance Sheets and subsequently reclassified into earnings as interest expense in the period that the hedged forecasted transactions affect earnings. If specific hedge accounting criteria are not met, changes in fair value are recognized currently as an adjustment to net income. As of September 30, 2026 and December 31, 2025, all of the Company's interest rate swaps met the criteria for hedge accounting. Refer to Note 4 – “Credit Facility, Notes Payable and Derivative Instruments” for additional details.

Goodwill

The Company’s goodwill balance was $5,903 as of September 30, 2026 and December 31, 2025. Goodwill represents the excess of consideration paid over the fair value of underlying identifiable net assets of businesses acquired. Goodwill has an indefinite life and is not amortized. The Company tests goodwill for impairment at the reporting unit level on an annual basis, or more frequently if events or changes in circumstances indicate potential impairment. The Company hastwo reporting units.

Unconsolidated Joint Ventures

The Company accounts for its joint venture investments using the equity method. Under this method, the investment is initially recorded at cost and subsequently adjusted for the Company’s share of net income or loss, as well as any cash contributions or distributions. The net equity investment is included in the “Investment in unconsolidated joint ventures” line on the Condensed Consolidated Balance Sheets, and the Company’s share of net income or loss is included in “Equity income (loss) from unconsolidated joint ventures” on the Condensed Consolidated Statements of Operations. Distributions are classified as operating cash inflows to the extent of cumulative equity in earnings recognized, with any excess classified as investing cash inflows. The Company evaluates its equity method investments for impairment whenever events or changes in circumstances indicate that the carrying value of an investment may not be recoverable. An impairment loss is recognized when a decline in the fair value of an investment below its carrying value is determined to be other-than-temporary.

Heitman OM Joint Venture

In December 2024, the Company sold certain assets to a newly formed joint venture (the “Heitman OM Joint Venture”) between the Company, through its Operating Partnership, and Heitman Global Real Estate REIT LLC (“Heitman”) and their subsidiaries. The Company holds a 12.5% ownership interest in and serves as managing member of the Heitman OM Joint Venture, and Heitman holds the remaining 87.5% ownership interest. Heitman, through its voting interest, controls the Heitman OM Joint Venture. 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 Joint Venture has obtainedtwo mortgage loans with an aggregate principal balance of$22.9 million.

  • 11 -

Maple Grove Active Adult Joint Venture

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

Hudson Active Adult Joint Venture

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.

IRF Joint Venture

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. 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. As of September 30, 2026, the IRF Joint Venture obtained a mortgage loan with a principal balance of $108.5 million.

Other Assets

Other assets consisted of the following as of September 30, 2026 and December 31, 2025.

As of September 30,2026As of December 31,2025
Right of use assets$12,884$13,102
Capitalized leasing commissions, net7,1657,784
Capitalized construction in process costs7,8672,551
Prepaid assets2,6201,539
Capitalized software costs and miscellaneous assets, net264308
Total other assets$30,800$25,284

Capitalized leasing commissions represent direct costs incurred in connection with executing tenant and resident lease agreements and are amortized on a straight-line basis over the related lease terms. Capitalized construction in process costs represent pre-development and development costs associated with the Company's seniors housing investment activities. Capitalized software costs represent internal-use software and are amortized over the estimated useful life of the software in accordance with ASC 350-40, Intangibles — Goodwill and Other — Internal-Use Software. Refer to Note 8 – “Leases” for additional details on right of use assets.

Other Liabilities

The other liabilities balance as of September 30, 2026 and December 31, 2025 was $19,811 and $19,410, respectively. The balance as of September 30, 2026 consisted of $13,292 for lease liabilities and $6,519 of prepaid rent received in advance from tenants and residents. The balance as of December 31, 2025 consisted of $13,438 for right of use liabilities and $5,972 of prepaid rent received in advance from tenants and residents. Refer to Note 8 – “Leases” for additional details on right of use liabilities.

  • 12 -

Segment Reporting

During 2026, the Company expanded its investment strategy to include seniors housing communities operated through structures permitted under 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. Through these arrangements, the Company participates in the operating results of qualified healthcare properties through taxable REIT subsidiaries (each, a “TRS”) rather than solely earning contractual rental income. Effective in the second quarter of 2026, the Company operated its business throughtwo reportable operating segments: (i) Healthcare Real Estate, which consists primarily of healthcare facilities leased to physician groups and regional and national healthcare systems, and (ii) SHOP, which includes seniors housing communities, certain of which are operated through RIDEA structures.

The Company's Chief Executive Officer serves as the chief operating decision maker (“CODM”). The CODM evaluates operating performance and allocates resources primarily based on net operating income or loss by reportable segment, together with consolidated financial information, including net income or loss, liquidity, leverage, and capital availability. The CODM uses this information to assess performance and make decisions regarding the allocation of capital and other resources. There are no significant segment operating expenses that require disclosure other than the expense categories on the Company’s Condensed Consolidated Statements of Operations. See Note 10 – “Segment Information” for additional details.

Revenue Recognition

The Company generates revenue primarily from rental income from its outpatient medical and other properties and resident fee income from its SHOP communities.

Outpatient Medical and Other Rental Revenue

The Company’s outpatient medical and other rental revenue operations primarily consist of rental revenue earned from tenants under leasing arrangements that provide for minimum rent and, in certain cases, rent escalations. These leases have been accounted for as operating leases in accordance with ASC 842. For operating leases with contingent rental escalators, revenue is recorded based on the contractual cash rental payments due during the period. Revenue from leases with fixed annual rental escalators is recognized on a straight-line basis over the initial lease term when substantially all lease income, including the related straight-line rent receivable, is probable of collection. Recognizing rental income on a straight-line basis generally results in recognized revenues during the first half of a lease term exceeding the cash amounts contractually due from tenants, creating a straight-line rent receivable that is included in deferred assets on the Company’s Condensed Consolidated Balance Sheets. As of September 30, 2026 and December 31, 2025, straight-line rent receivables totaled $20.0 million and $28.7 million, respectively.

The Company exercises considerable judgment in the rental property revenue recognition process, including the treatment of the contractual rental stream and the determination of collectability. The Company monitors the liquidity and creditworthiness of its tenants and considers available operational performance measures, including sales and the aging of billed amounts, as well as other publicly available information regarding tenant financial condition, liquidity and capital resources, including declines in such conditions. If the Company determines that lease-related receivables are not probable of collection, rental revenue is recorded on a cash basis, which generally limits rental revenue to amounts received from the tenant. The corresponding tenant receivable and straight-line rent receivable are charged as a direct write-off against rental revenue in the period of the change in the collectability determination.

The Company is also entitled to receive reimbursements from tenants for various property operating costs paid by the Company on their behalf. The Company has elected the practical expedient for lessors to account for the lease and non-lease components as a single component pursuant to ASC 842 when the lease component is predominant, the timing and pattern of transfer are the same and the lease component, if accounted for separately, would be classified as an operating lease. Accordingly, reimbursements from tenants are recognized as variable lease payments when earned and the corresponding property-level operating costs are expensed as incurred.

SHOP

Resident agreements include both housing and other service components and are short-term in nature, typically allowing for termination with 30 days' notice. The Company determined each agreement contains a lease component and nonlease service components. The Company has elected the practical expedient to account for the lease and non-lease

  • 13 - components as a single component and concluded the services component is predominant, the timing and pattern of transfer are the same and the lease component, if accounted for separately, would be classified as an operating lease. Accordingly, the revenue from resident fees and services at the Company's SHOP communities is recognized in accordance with ASC 606.

The Company identifies each resident agreement as a contract with a customer and evaluates the distinct performance obligations contained therein, which generally include the provision of housing, personal care, and other services. Because these services are delivered continuously and concurrently, the Company has determined that they represent a single combined performance obligation satisfied over time. Accordingly, revenue from resident fees, including room and board, care services, ancillary charges, and other service fees, is recognized on a monthly basis as services are rendered, commencing upon the resident's move-in date or the date services begin.

Move-in fees are deferred and recognized on a straight-line basis over the estimated average length of a resident's stay, which represents the period over which the associated performance obligation is satisfied. Certain rent concessions and incentive arrangements are considered variable consideration under ASC 606 and are included in the transaction price to the extent it is probable that a significant reversal of cumulative revenue will not occur.

For communities structured under RIDEA, the applicable TRS contracts with the third-party operator and is the principal in the arrangement with residents, recognizing resident fee income and the related operating expenses of the community. The REIT generally leases the underlying real estate to the TRS pursuant to an intercompany lease arrangement; however, the related intercompany lease revenue and expense are eliminated in consolidation. Accordingly, consolidated revenues within the SHOP reportable segment reflect gross resident fee income and related service revenues generated by the communities, rather than rent from third-party operators.

Revenue is recognized only to the extent collection is probable. This assessment considers several qualitative and quantitative factors, including payment history, the resident's or responsible party's ability to satisfy contractual obligations, the value of any underlying deposit or collateral, and current economic conditions. If collection is subsequently assessed as not probable, revenue recognition is limited to cash collected, and any previously recognized revenue in excess of amounts received is reversed as a reduction of revenue. If collection is later reassessed as probable, revenue is adjusted to reflect the cumulative amount that would have been recognized had collection always been assessed as probable.

Severance and Transition Costs

During August 2026, due to our strategic shift towards SHOP communities, we entered into a separation agreement with one of our executives. For the three and nine months ended September 30, 2026, the Company recognized approximately $2.0 million for costs related to the separation agreement and transition, including $1.2 million related to current and future cash payments and $0.8 million in accelerated stock-based compensation expense. Severance and transition related costs are included in “General and administrative” expense in the Company’s Condensed Consolidated Statements of Operations. As of September 30, 2026, the remaining accrued liability for future cash payments of $1.0 million was included in “Accounts payable and accrued expenses” in the Company's Condensed Consolidated Balance Sheets.

New Accounting Pronouncements

In November 2024, the FASB issued ASU No. 2024-03, Income Statement—Reporting Comprehensive Income—Expense Disaggregation Disclosures (Subtopic 220-40): Disaggregation of Income Statement Expenses (“ASU 2024-03”), to address requests from investors for more detailed information about the types of expenses in commonly presented expense captions. ASU 2024-03 requires public companies to provide disaggregated disclosure in tabular format in the notes to financial statements of specific expenses, including but not limited to: (i) employee compensation, (ii) depreciation, and (iii) intangible asset amortization. In January 2025, the FASB issued ASU No. 2025-01, Income Statement—Reporting Comprehensive Income—Expense Disaggregation Disclosures (Subtopic 220-40): Clarifying the Effective Date, which clarifies that the amendments in ASU 2024-03 are effective for annual reporting periods beginning after December 15, 2026, and interim reporting periods beginning after December 15, 2027. The Company is evaluating the impact ASU 2024-03 will have on its disclosures.

In November 2025, the FASB issued ASU No. 2025-09, Derivatives and Hedging (Topic 815): Hedge Accounting Improvements (“ASU 2025-09”), which clarifies certain aspects of the guidance on hedge accounting and addresses several incremental hedge accounting issues arising from global reference rate reform. For public business entities, ASU 2025-09

  • 14 - is effective for fiscal years beginning after December 15, 2026, and interim periods within those fiscal years, with early adoption permitted. The Company is evaluating the impact of ASU 2025-09 on its consolidated financial statements, but does not expect it to have a material impact.

In December 2025, the FASB issued ASU No. 2025-11, Interim Reporting (Topic 270): Narrow-Scope Improvements (“ASU 2025-11”), to improve the guidance in ASC Topic 270, Interim Reporting, including by clarifying when Topic 270 is applicable, improving the navigability of interim disclosure requirements, and establishing a principle that requires entities to disclose events since the end of the last annual reporting period that have a material impact on the entity. For public business entities, ASU 2025-11 is effective for interim reporting periods within annual reporting periods beginning after December 15, 2027 (and for entities other than public business entities, beginning after December 15, 2028). Early adoption is permitted, and the amendments may be applied retrospectively or prospectively. The Company is evaluating the impact ASU 2025-11 will have on its disclosures.

Note 3 –Property Portfolio

Summary of Properties Acquired and Sold During the Nine Months Ended September 30, 2026

During the nine months ended September 30, 2026, the Company completedtwo acquisitions of seniors housing communities, acquiredone parcel of land for future seniors housing development, and disposed ofeight properties, including theseven IRFs which were sold into the IRF Joint Venture.

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 offers IL, AL and MC homes. For this acquisition, substantially all of the fair value was concentrated in a single identifiable asset or group of similar identifiable assets and, therefore, was accounted for as an asset acquisition. Accordingly, $1.0 million of transaction costs for this acquisition were capitalized.

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 offers IL homes. For this acquisition, substantially all of the fair value was concentrated in a single identifiable asset or group of similar identifiable assets and, therefore, was accounted for as an asset acquisition. Accordingly, $0.9 million of transaction costs for this acquisition were capitalized. 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.

On June 29, 2026, the Company sold seven IRFs to the IRF Joint Venture in connection with the formation of the joint venture for an aggregate purchase price of $217 million, received net proceeds of $211.4 million before funding its $16.3 million retained equity investment in the joint venture, and recognized a gain on the sale of investment properties of $71.9 million.

On August 3, 2026, the Company entered into an agreement to sell its surgical hospital in Beaumont, Texas for approximately$49 million. Subsequent to entering into this agreement, the Company and the buyer mutually agreed to terminate the purchase agreement.

On September 1, 2026, the Company acquired a parcel of land zoned for a seniors housing community located in Reston, Virginia (the “Reston Land Parcel”) for a purchase price of$15.4 million. This acquisition was accounted for as an asset acquisition. Accordingly,$0.2 million of transaction costs for this acquisition were capitalized.

On September 16, 2026, the Company sold an administrative asset located in Vernon, Connecticut, receiving gross proceeds of $1.9 million, resulting in a loss on sale of investment properties of $0.3 million.

  • 15 -

A rollforward of the gross investment in land, building, improvements, and acquired lease intangible assets as of September 30, 2026 is as follows:

LandBuildingFurniture,Fixtures,and EquipmentSiteImprovementsTenantImprovementsAcquired LeaseIntangible AssetsGross Investment inReal Estate
Balances as of December 31, 2025$169,917$1,072,124$—$25,741$80,397$144,573$1,492,752
Facility Acquired – Date Acquired:
Landing Alexandria – 6/1/2615,946100,7862,770310—11,254131,066
Riviera Alexandria – 6/1/2611,171104,9243,166338—287119,886
Reston Land Parcel - 9/1/2615,588—————15,588
Capitalized costs (1)—4,315295472,290—7,181
Total Additions:42,705210,0255,9651,1952,29011,541273,721
Facility Sold – Date Sold:
Mesa – 6/29/26 (2)(3,018)(15,790)—(602)(475)(2,465)(22,350)
Surprise – 6/29/26 (2)(1,738)(18,737)—(263)(4,119)(3,861)(28,718)
Las Vegas – 6/29/26 (2)(2,479)(15,277)—(244)(2,205)(2,297)(22,502)
Oklahoma City – 6/29/26 (2)(2,486)(26,315)—(143)(3,044)(3,155)(35,143)
Altoona – 6/29/26 (2)(783)(18,362)—(400)(143)(1,856)(21,544)
Mechanicsburg – 6/29/26 (2)(484)(21,290)—(326)(161)(1,996)(24,257)
Sherman – 6/29/26 (2)(1,601)(25,011)——(2,447)—(29,059)
Vernon – 9/16/26(546)(2,058)————(2,604)
Total Dispositions:(13,135)(142,840)—(1,978)(12,594)(15,630)(186,177)
Impairment of investment properties———————
Balances as of September 30, 2026$199,487$1,139,309$5,965$24,958$70,093$140,484$1,580,296

(1)Represents capital projects that were completed and placed in service during the nine months ended September 30, 2026 related to the Company’s existing facilities.

(2)These facilities were sold to the IRF Joint Venture in connection with its formation.

Depreciation expense was $11,025 and $33,555 for the three and nine months ended September 30, 2026, respectively, and $11,213 and $32,827 for the three and nine months ended September 30, 2025, respectively.

Real Estate Loans

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.

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.

Summary of Properties Acquired and Sold During the Year Ended December 31, 2025

During the year ended December 31, 2025, the Company completed the acquisition of afive-property portfolio of medical real estate. For this acquisition, substantially all of the fair value was concentrated in a single identifiable asset or group of similar identifiable assets and, therefore, this acquisition represented an asset acquisition. Accordingly, $1.0 million of transaction costs for this acquisition were capitalized.

  • 16 -

During the year ended December 31, 2025, the Company completed seven dispositions for approximately$23.0 million, realizing an aggregate net gain of approximately$1.5 million. In addition, we recognized impairment losses on the sold assets of$13.0 million.

A rollforward of the gross investment in land, building, improvements, and acquired lease intangible assets as of December 31, 2025 is as follows:

LandBuildingFurniture,Fixtures,and EquipmentSiteImprovementsTenantImprovementsAcquired LeaseIntangible AssetsGross Investment inReal Estate
Balances as of December 31, 2024$174,300$1,044,019$—$23,973$69,679$138,945$1,450,916
Facility Acquired – Date Acquired:
Carondelet - 2/7/25—13,327——1,2741,72516,326
Silverbell - 2/7/25—8,482——9731,36810,823
Slippery Rock - 2/7/25—3,511—4555935725,131
Clive - 4/1/25—11,400—5071,5952,21815,720
Des Moines - 4/1/25—18,917—1823,2893,51925,907
Capitalized costs(1)—5,927—1,2265,008—12,161
Total Additions:—61,564—2,37012,7329,40286,068
Facility Sold – Date Sold:
Derby - 2/18/25(146)(1,250)—(118)(73)(372)(1,959)
Coos Bay - 3/19/25(861)(5,096)—(56)(49)(410)(6,472)
Chipley - 4/30/25(170)(875)—(34)(111)(189)(1,379)
2999 Germantown - 8/7/25(253)(1,593)————(1,846)
Aurora - 9/4/25(339)(2,345)—(308)(603)(2,680)(6,275)
Memphis Exeter - 11/4/25(232)(1,912)————(2,144)
Melbourne - 12/30/25(1,200)(8,556)—(86)(1,178)(123)(11,143)
Total Dispositions:(3,201)(21,627)—(602)(2,014)(3,774)(31,218)
Impairment of investment properties(2)(1,182)(11,832)————(13,014)
Balances as of December 31, 2025$169,917$1,072,124$—$25,741$80,397$144,573$1,492,752

(1)Represents capital projects that were completed and placed in service during the year ended December 31, 2025 related to the Company’s existing facilities.

(2)In August 2025, the Company entered into an agreement to sell its facility located in Aurora, Illinois, and recognized an impairment loss of $6.3 million to reduce the carrying value of the asset to its estimated fair value. The fair value was determined based on the contractual sales price, less commissions and fees, and the sale was completed in September 2025. In December 2025, the Company entered into an agreement to sell its facility located in Melbourne, Florida, and recognized an impairment loss of $6.7 million to reduce the carrying value of the asset to its estimated fair value. The fair value was determined based on the contractual sales price, less commissions and fees, and the sale was completed in December 2025.

Lease Intangible Assets and Liabilities

The following is a summary of the carrying amount of lease intangible assets and liabilities as of September 30, 2026 and December 31, 2025:

As of September 30, 2026
CostAccumulatedAmortizationNet
Assets
In-place leases$83,464$(57,246)$26,218
Above market leases22,644(16,347)6,297
Leasing costs34,376(25,132)9,244
$140,484$(98,725)$41,759
Liability
Below market leases$16,413$(13,141)$3,272
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As of December 31, 2025
CostAccumulatedAmortizationNet
Assets
In-place leases$82,590$(58,294)$24,296
Above market leases24,024(15,258)8,766
Leasing costs37,959(25,017)12,942
$144,573$(98,569)$46,004
Liability
Below market leases$17,335$(12,391)$4,944

The following is a summary of the acquired lease intangible amortization for the three and nine months ended September 30, 2026 and 2025:

Three Months EndedSeptember 30,Nine Months EndedSeptember 30,
2026202520262025
Amortization expense related to in-place leases$3,866$2,423$8,620$7,232
Amortization expense related to leasing costs$979$1,113$3,146$3,350
Decrease in rental revenue related to above market leases$626$714$2,050$2,204
Increase in rental revenue related to below market leases$(544)$(601)$(1,672)$(1,699)

As of September 30, 2026, scheduled future aggregate net amortization of the acquired lease intangible assets and liabilities for each year ended December 31 is listed below:

Net Decreasein Revenue · Net Increasein Expense
2026 (three months remaining)$(37)$4,138
2027(357)14,660
2028(699)8,845
2029(751)3,948
2030(568)1,537
Thereafter(612)2,335
Total$(3,024)$35,463

As of September 30, 2026, the weighted average amortization periods for asset lease intangibles and liability lease intangibles were 3.2 years and 1.7 years, respectively.

Note 4 –Credit Facility, Notes Payable and Derivative Instruments

Credit Facility

On October 8, 2025, the Operating Partnership, as borrower, and certain of its subsidiaries entered into an amended and restated $900 million unsecured syndicated credit facility with JPMorgan Chase Bank, N.A. as administrative agent (the “Credit Facility”). The Credit Facility consists of (i) $500 million of term loans, which include (a) a $350 million loan that is comprised of three term loans as follows: a $100 million term loan maturing in October 2029 (“Term Loan A-1”); a $100 million term loan maturing in October 2030 (“Term Loan A-2”); and a $150 million term loan maturing in April 2031 (“Term Loan A-3,” and together with Term Loan A-1 and Term Loan A-2, the “Term Loan A Tranches”); and (b) a $150 million term loan maturing in February 2028 (“Term Loan B”), and (ii) a $400 million revolver maturing in October 2029 withtwo, six-month extension options available at the Company’s election (the “Revolver”). The Credit

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Facility also includes a $500 million accordion feature. Interest rates on amounts outstanding under the Credit Facility equal the term SOFR plus a borrowing spread based on the current pricing grid in the Credit Facility.

The Operating Partnership is subject to a number of financial covenants under the Credit Facility, including, among other things, the following as of the end of each fiscal quarter, (i) a maximum consolidated unsecured leverage ratio of less than 60%, (ii) a maximum consolidated secured leverage ratio of less than 30%, (iii) a maximum consolidated secured recourse leverage ratio of less than 10%, (iv) a minimum fixed charge coverage ratio of 1.50:1.00, (v) a minimum unsecured interest coverage ratio of 1.50:1.00, (vi) a maximum consolidated leverage ratio of less than 60%, and (vii) a minimum net worth of $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.

The Company has entered into interest rate swaps to hedge its interest rate risk on the Term Loan A Tranches and Term Loan B through their respective maturities. For additional information related to the interest rate swaps, see the “Derivative Instruments - Interest Rate Swaps” section herein.

During the nine months ended September 30, 2026, the Company borrowed$269.1 million under the Credit Facility and repaid$263.3 million, for a net amount borrowed of$5.8 million. As of September 30, 2026, the Company had$231.0 million of available borrowing capacity under the Revolver. During the nine months ended September 30, 2025, the Company borrowed$115.4 million under the Credit Facility and repaid$40.3 million, for a net amount borrowed of$75.1 million. Interest expense incurred on the Credit Facility was$7.6 million, and$21.9 million for the three and nine months ended September 30, 2026, respectively, and$7.5 million, and$21.2 million for the three and nine months ended September 30, 2025, respectively.

As of September 30, 2026 and December 31, 2025, the Company had the following outstanding borrowings under the Credit Facility:

September 30, 2026December 31, 2025
Revolver$169,000$163,175
Term Loan A Tranches350,000350,000
Term Loan B150,000150,000
Credit Facility, gross669,000663,175
Less: Unamortized debt issuance costs(8,322)(10,476)
Credit Facility, net$660,678$652,699

Costs incurred related to the Credit Facility, net of accumulated amortization, are shown within the “Credit Facility, net of unamortized debt issuance costs” line item in the accompanying Condensed Consolidated Balance Sheets. Amortization expense incurred related to debt issuance costs was $657 and $2,171 for the three and nine months ended September 30, 2026, respectively, and $550 and $1,650 for the three and nine months ended September 30, 2025, respectively, and is included in the “Interest expense” line item in the accompanying Condensed Consolidated Statements of Operations.

Note Payable

The Company, through certain of its wholly owned subsidiaries, has assumed a loan in connection with its Toledo facility. As of September 30, 2026 and December 31, 2025, the outstanding balance on the Toledo loan was $1,037 and $1,153, respectively. The Toledo loan bears interest at an annual rate of 5.0%, and matures on July 30, 2033.

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As of September 30, 2026, scheduled principal payments due for each year ended December 31 were as follows:

2026 (three months remaining)$—
2027124
2028131
2029139
2030146
Thereafter497
Total$1,037

Senior Note Facility

On March 2, 2026, the Company entered into a Master Note and Guaranty Agreement (the “Senior Note Agreement”) with NYL Investors LLC and certain of its affiliates(collectively, the “Purchasers”). The Senior Note Agreement establishes an uncommitted senior unsecured note facility pursuant to which the Company may issue senior unsecured promissory notes (“Notes”) from time to time in one or more series to the Purchasers in an aggregate principal amount of up to $150 million. The Senior Note Agreement does not obligate the Purchasers to purchase any Notes, and each issuance is subject to the Purchasers’ discretion and satisfaction of customary conditions. Notes may be issued under the Senior Note Agreement during a period ending on the earliest of (i) the third anniversary of the effective date of the Senior Note Agreement, (ii) termination of the facility by either party upon written notice, (iii) termination following certain events of default, or (iv) acceleration of the Notes and termination of the facility. Notes issued under the Senior Note Agreement may have maturities of up toten years and will bear interest at rates determined at the time of issuance based on spreads over U.S. Treasury securities. As of September 30, 2026, no Notes had been issued or were outstanding under the Senior Note Agreement.

Derivative Instruments - Interest Rate Swaps

As of September 30, 2026, the Company had 11 interest rate swaps outstanding that are used to manage its interest rate risk by fixing the SOFR component of its term loans through their maturities, consisting offour interest rate swaps related to Term Loan B andseven interest rate swaps related to the Term Loan A Tranches. Thefour interest rate swaps related to Term Loan B have a combined notional value of$150 million and fix the SOFR component on Term Loan B through January 2028 at 2.54%. Theseven interest rate swaps related to the Term Loan A Tranches have a combined notional value of $350 million and fix the SOFR components on the Term Loan A Tranches at rates between 3.24% to 3.32% and have maturities in October 2029, October 2030, and April 2031.

The Company records the swaps either as an asset or a liability measured at its fair value at each reporting period. When hedge accounting is applied, the change in the fair value of derivatives designated and that qualify as cash flow hedges is (i) recorded in accumulated other comprehensive income in the equity section of the Company’s Condensed Consolidated Balance Sheets and (ii) subsequently reclassified into earnings as interest expense for the period that the hedged forecasted transactions affect earnings. If specific hedge accounting criteria are not met, changes in the Company’s derivative instruments’ fair value are recognized currently as an adjustment to net income. As of September 30, 2026 and December 31, 2025, all of the Company’s swaps met the criteria for hedge accounting.

The Company’s interest rate swaps are not traded on an exchange. The Company’s interest rate swaps are recorded at fair value based on a variety of observable inputs including contractual terms, interest rate curves, yield curves, measure of volatility, and correlations of such inputs. The Company measures its derivatives at fair value on a recurring basis based on the expected size of future cash flows on a discounted basis and incorporates a measure of non-performance risk. The fair values are based on Level 2 inputs within the framework of ASC Topic 820. The Company considers its own credit risk, as well as the credit risk of its counterparties, when evaluating the fair value of its derivative instruments.

The fair value of the Company’s interest rate swaps was an asset of $21,386 and $6,102 as of September 30, 2026 and December 31, 2025, respectively. The balances are included in the “Derivative assets” line item on the Company’s Condensed Consolidated Balance Sheets as of September 30, 2026 and December 31, 2025, respectively.

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The table below details the components of the amounts presented on the accompanying Condensed Consolidated Statements of Comprehensive Income (Loss) recognized on the Company’s interest rate swaps designated as cash flow hedges for the three and nine months ended September 30, 2026 and 2025:

Three Months Ended September 30,Nine Months Ended September 30,
2026202520262025
Amount of (gain) loss recognized in other comprehensive income (loss)$(11,248)$(404)$(19,767)$1,249
Amount of gain reclassified from accumulated other comprehensive income into interest expense7603,3334,4839,897
Total change in accumulated other comprehensive (loss) income$(10,488)$2,929$(15,284)$11,146

During the next twelve months, the Company estimates that an additional $6,673 will be reclassified as a decrease to interest expense.

Weighted-Average Interest Rate and Term

The weighted average interest rate and term of the Company’s debt was 4.51% and 3.4 years, respectively, at September 30, 2026, compared to 3.74% and 4.1 years as of December 31, 2025.

Note 5 –Equity

In September 2025, the Company completed a one-for-five reverse stock split of itsoutstanding 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.

Preferred Stock

The Company’s charter authorizes the issuance of 10,000,000 shares of preferred stock, par value $0.001 per share. As of September 30, 2026 and December 31, 2025, there were 3,105,000 shares of Series A Cumulative Redeemable Preferred Stock (“Series A Preferred Stock”) issued and outstanding,2,050,000 shares of Series B Cumulative Redeemable Preferred Stock (“Series B Preferred Stock”) issued and outstanding, and 1,000,000 shares and 0 shares, respectively, of Series C Convertible Cumulative Redeemable Preferred Stock (“Series C Convertible Preferred Stock”) issued and outstanding. Each of the Series A Preferred Stock and Series B Preferred Stock has a liquidation preference of$25 per share, and the Series C Convertible Preferred Stock has a liquidation preference of $100 per share.

Series A Preferred Stock

Series A Preferred Stock dividend activity for the nine months ended September 30, 2026 is summarized in the following table:

Declaration Date · Record Date · Payment Date · QuarterlyDividend · Dividendsper Share
December 4, 2025January 15, 2026February 2, 2026$1,455$0.46875
February 25, 2026April 15, 2026April 30, 2026$1,455$0.46875
May 20, 2026July 15, 2026July 31, 2026$1,455$0.46875
August 18, 2026October 15, 2026November 2, 2026$1,455(1)$0.46875

(1)Two months of this amount, equal to $970, was accrued at September 30, 2026.

The holders of the Series A Preferred Stock are entitled to receive dividend payments only when, as and if declared by the Board of Directors (the “Board”) (or a duly authorized committee of the Board). The Series A Preferred Stock dividends will accrue or be payable in cash from the original issue date, on a cumulative basis, quarterly in arrears on each dividend payment date at a fixed rate per annum equal to 7.50% of the liquidation preference of $25.00 per share

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(equivalent to $1.875 per share on an annual basis). Dividends on the Series A Preferred Stock are cumulative and accrue whether or not (i) funds are legally available for the payment of those dividends, (ii) the Company has earnings or (iii) those dividends are declared by the Board. The Series A Preferred Stock may be partially or fully redeemed by the Company. The quarterly dividend payment dates on the Series A Preferred Stock are January 31, April 30, July 31 and October 31 of each year. During each of the nine-month periods ended September 30, 2026 and 2025, the Company paid preferred dividends on its Series A Preferred Stock of $4,366.

Series B Preferred Stock

Series B Preferred Stock dividend activity for the nine months ended September 30, 2026 is summarized in the following table:

Declaration Date · Record Date · Payment Date · QuarterlyDividend · Dividendsper Share
December 4, 2025January 15, 2026February 2, 2026$795$0.388
February 25, 2026April 15, 2026April 30, 2026$1,025$0.500
May 20, 2026July 15, 2026July 31, 2026$1,025$0.500
August 18, 2026October 15, 2026November 2, 2026$1,025(1)$0.500

(1)Two months of this amount, equal to $680, was accrued at September 30, 2026.

The holders of the Series B Preferred Stock are entitled to receive dividend payments only when, as and if declared by the Board (or a duly authorized committee of the Board). The Series B Preferred Stock dividends will accrue or be payable in cash from the original issue date, on a cumulative basis, quarterly in arrears on each dividend payment date at a fixed rate per annum equal to 8.00% of the liquidation preference of $25.00 per share (equivalent to $2.00 per share on an annual basis). Dividends on the Series B Preferred Stock are cumulative and accrue whether or not (i) funds are legally available for the payment of those dividends, (ii) the Company has earnings or (iii) those dividends are declared by the Board. The Series B Preferred Stock may be partially or fully redeemed by the Company beginning in November 2030. The quarterly dividend payment dates on the Series B Preferred Stock are January 31, April 30, July 31 and October 31 of each year. During the nine-month period ended September 30, 2026, the Company paid preferred dividends on its Series B Preferred Stock of $2,845. There wereno Series B Preferred Stock shares issued and outstanding during the nine-month period ended September 30, 2025.

Series C Convertible Preferred Stock

On May 29, 2026 and June 2, 2026, the Company issued an 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 is not redeemed or converted 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 is not 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 certain anti-dilution adjustments. Beginning on June 2, 2029 (the date that is three years after the date of last issuance), the Company also has the option to convert all, or any authorized denomination thereof, of the outstanding shares of Series C Convertible Preferred Stock into shares of the Company's common stock at the then-effective conversion rate if the volume-weighted average price of the Company's common stock exceeds 120% of the then-effective conversion price for 45 consecutive trading days. 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.

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The Company assessed the characteristics of the Series C Convertible Preferred Stock in accordance with the provisions of ASC Topic 480 – “Distinguishing Liabilities from Equity,” and concluded that the Series C Convertible Preferred Stock is classified as permanent equity.

Series C Convertible Preferred Stock dividend activity for the nine months ended September 30, 2026 is summarized in the following table:

Declaration Date · Record Date · Payment Date · QuarterlyDividend · Dividendsper Share
June 29, 2026June 15, 2026June 30, 2026$502(1)$0.50
August 18, 2026September 15, 2026September 30, 2026$1,500$1.50

(1)Represents initial dividend from May 29, 2026 (with respect to 700,000 shares) and June 2, 2026 (with respect to 300,000 shares) through June 29, 2026.

Dividends on the Series C Convertible Preferred Stock are cumulative and accrue whether or not (i) funds are legally available for the payment of those dividends, (ii) the Company has earnings or (iii) those dividends are declared by the Board. The Series C Convertible Preferred Stock may not be redeemed by the Company prior to the applicable redemption trigger date and may thereafter be partially or fully redeemed by the Company for cash, subject to the terms of the Articles Supplementary related to the Series C Convertible Preferred Stock. The quarterly dividend payment dates on the Series C Convertible Preferred Stock are March 31, June 30, September 30 and December 31 of each year. During the nine-month period ended September 30, 2026, the Company paid preferred dividends on its Series C Convertible Preferred Stock of $2,002. There wereno Series C Convertible Preferred Stock shares issued and outstanding during the nine-month period ended September 30, 2025.

Common Stock

The Company had 100,000,000 authorized shares of common stock, $0.001 par value and as of September 30, 2026 and December 31, 2025, there were 13,246,683 and 13,234,830 outstanding shares of common stock, respectively.

Common stock dividend activity for the nine months ended September 30, 2026 is summarized in the following table:

Declaration DateRecord DatePayment DateDividendAmount(1)(2)Dividendsper Share(3)
December 4, 2025December 19, 2025January 9, 2026$10,839$0.75
February 25, 2026March 20, 2026April 17, 2026$3,619$0.25
February 25, 2026April 20, 2026May 15, 2026$3,620$0.25
February 25, 2026May 20, 2026June 12, 2026$3,623$0.25
May 5, 2026June 22, 2026July 17, 2026$2,319$0.16
May 5, 2026July 20, 2026August 14, 2026$2,319$0.16
May 5, 2026August 20, 2026September 18, 2026$2,323$0.16
August 18, 2026September 21, 2026October 16, 2026$2,323$0.16
August 18, 2026October 20, 2026November 13, 2026$2,323$0.16
August 18, 2026November 20, 2026December 18, 2026$2,323$0.16

(1)Includes distributions on outstanding LTIP Units and OP Units.

(2)Dividend amounts for the October and November dividend record dates are estimated based on the outstanding shares of common stock and units as of September 30, 2026.

(3)On February 24, 2026, the Company’s Board of Directors approved a transition from a quarterly dividend to a monthly dividend. The dividend rate of $0.75 per share per quarter remained unchanged through the dividends paid on June 12, 2026.

During the nine months ended September 30, 2026 and 2025, the Company paid total dividends on its common stock, LTIP Units and OP Units in the aggregate amount of $28,762 and $41,393, respectively.

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As of September 30, 2026 and December 31, 2025, the Company had accrued dividend balances of $308 and $216 for dividends payable on the aggregate annual and long-term LTIP Units that are subject to retroactive receipt of dividends on the amount of LTIP Units ultimately earned. During the nine months ended September 30, 2026, $192 of dividends were accrued and $100 of dividends were paid related to these units. During the nine months ended September 30, 2025, $114 of accrued dividends were reversed and $105 of dividends were paid related to these units.

The amount of the dividends paid to the Company’s stockholders is determined by the Board and is dependent on a number of factors, including funds available for payment of dividends, the Company’s financial condition and capital expenditure requirements, except that, in accordance with the Company’s organizational documents and Maryland law, the Company may not make dividend distributions that would: (i) cause it to be unable to pay its debts as they become due in the usual course of business; (ii) cause its total assets to be less than the sum of its total liabilities plus senior liquidation preferences; or (iii) jeopardize its ability to maintain its qualification as a REIT.

Capital Raising Activity

In January 2024, the Company and the Operating Partnership implemented a $300 million “at-the-market” equity offering program, pursuant to which the Company may offer and sell (including through forward sales), from time to time, shares of its common stock (the “2024 ATM Program”). No shares were sold under the 2024 ATM Program during the nine months ended September 30, 2026. As of September 30, 2026, the Company has $288.0 million remaining available under the 2024 ATM Program.

In February 2026, the Company and the Operating Partnership implemented a $75 million “at-the-market” equity offering program, pursuant to which the Company may offer and sell (including through forward sales), from time-to-time, shares of its Series B Cumulative Redeemable Preferred Stock (the “2026 Series B Preferred ATM Program”). No shares were sold under the 2026 Series B Preferred ATM Program during the nine months ended September 30, 2026.

On May 29, 2026 and June 2, 2026, the Company issued an aggregate of 1,000,000 shares of its Series C Convertible Preferred Stock in a private placement for aggregate gross proceeds of $100 million.

Common Stock Repurchase Program

In August 2025, the Board approved a $50 million common stock repurchase program (the “Stock Repurchase Program”). Under the Stock Repurchase Program, the Company may purchase up to $50 million of its outstanding shares of common stock from time to time in the open market, including through block purchases, through privately negotiated transactions or pursuant to any Rule 10b5-1 trading plan, in accordance with applicable securities laws. The specific timing, price and size of purchases will depend on prevailing stock prices, general economic and market conditions and other considerations. The Stock Repurchase Program does not obligate the Company to repurchase any dollar amount or number of shares of its common stock and may be suspended or discontinued at any time. No shares were repurchased during the nine months ended September 30, 2026 and $44 million may yet be purchased under the Stock Repurchase Program. During the year ended December 31, 2025,175,634 shares or approximately $6 million of the Company’s common stock were repurchased under the Stock Repurchase Program.

OP Units

Each OP Unit is redeemable for one share of the Company's common stock, or at the Company's election, an equivalent amount of cash, subject to adjustment in connection with certain capital transactions, including the Reverse Stock Split. During the nine months ended September 30, 2026, the Operating Partnership did not issue any OP Units and redeemed 8,853 OP Units for shares of the Company's common stock. During the year ended December 31, 2025, the Operating Partnership did not issue any OP Units and redeemed 5,000 OP Units for shares of the Company's common stock (adjusted to reflect the impact of the Reverse Stock Split).

The OP Unit value at issuance and redemption is based on the Company’s closing share price on the date of the respective transaction and is included as a component of noncontrolling interest equity in the Company’s Condensed Consolidated Balance Sheets as of September 30, 2026 and December 31, 2025. The Company has sufficient shares of common stock authorized pursuant to its charter to cover the redemption of outstanding OP Units.

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Note 6 –Related Party Transactions

Amounts Paid to Silverstone Senior Living

As of July 16, 2026, Mr. Robert Zeiller was appointed as the Company’s Chief Development Officer and Head of Seniors Housing. From July 16, 2026 through September 30, 2026, Mr. Zeiller was party to a consulting agreement with, and was a director and minority owner of, SSL and its affiliate. Therefore, the Company considers any transactions between it and SSL from July 16, 2026 through September 30, 2026 as related party transactions.

Effective June 1, 2026, the Company and XRN TRS II, LLC entered into a consulting services agreement with SSL to provide asset management services, including oversight of third-party operators, for certain seniors housing communities. Under the agreement, XRN TRS II, LLC pays SSL a monthly consulting fee equal to the greater of $15 or 1.0% of Gross Revenues for each community, unless otherwise specified in the fee schedule, and reimburses SSL for reasonable, documented out-of-pocket expenses incurred in providing these services. From July 16, 2026 through September 30, 2026, the Company paid SSL an aggregate of $98 under this consulting services agreement.

On September 1, 2026, the Company acquired the Reston Land Parcel from an affiliate of SSL for a purchase price of approximately $15.4 million.

On October 1, 2026, the Company acquired The Pinnacle North Bethesda (“The Pinnacle”) from an affiliate of SSL for a purchase price of approximately$173 million.

Other Amounts due from Related Parties

The amounts due from related parties as of September 30, 2026 and December 31, 2025 were $169 and $162, respectively. These balances primarily consist of receivables from Joint Ventures for management fees earned by the Company and taxes paid on behalf of LTIP Unit and OP Unit holders that are reimbursable to the Company.

Note 7 –Stock-Based Compensation

2016 Equity Incentive Plan

The 2016 Equity Incentive Plan, as amended (the “Plan”), is intended to assist the Company and its affiliates in recruiting and retaining employees of the Company, members of the Board, executive officers of the Company, and individuals who provide services to the Company and its affiliates.

The Plan is intended to permit the grant of both qualified and non-qualified options and the grant of stock appreciation rights, restricted stock, unrestricted stock, awards of restricted stock units, performance awards and other equity-based awards (including LTIP Units). Based on the grants outstanding as of September 30, 2026, there were 258,093 shares of common stock that remain available to be granted under the Plan. Units subject to awards under the Plan that are forfeited, cancelled, lapsed, or otherwise expired (excluding shares withheld to satisfy exercise prices or tax withholding obligations) are available for grant.

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Time-Based Grants

During the nine months ended September 30, 2026, the Company granted the following LTIP Units:

DateDescriptionNumber of Units Issued
February 24, 2026Final awards under the 2025 Annual Incentive Plan33,187
February 24, 2026Time-based awards under the 2026 Long-Term Incentive Plan(1)63,626
April 1, 2026Discretionary grant2,237
May 20, 2026Annual awards to independent directors12,191
July 16, 2026Discretionary grant(2)2,477
August 3, 2026Discretionary grant(3)24,278
September 7, 2026Discretionary grant1,355

(1)Time-based awards under the 2026 Long-Term Incentive Plan vest upon the third anniversary of the respective grant dates. Vesting may be accelerated under certain circumstances such as a “change-in-control” transaction or a “qualified termination” event.

(2)This award represents Long-Term Incentive Plan units granted to a newly hired executive as part of their employment arrangement, in lieu of 50% of the base salary the executive would otherwise have earned from their start date through December 31, 2026, in order to align the executive's interests with those of the Company's stockholders.

(3)These represent one-time employment inducement awards granted to newly hired executives as an inducement material to their entering into employment with the Company, in accordance with Section 303A.08 of the New York Stock Exchange Listed Company Manual and any other applicable rules or guidance of the New York Stock Exchange, and, accordingly, were granted outside of, and not pursuant to, the Plan.

A detail of the Company’s outstanding time-based LTIP Units as of September 30, 2026 is as follows:

Vested units612,095
Unvested units225,845
LTIP Units outstanding as of September 30, 2026837,940

Performance-Based Awards

The Board has approved annual performance-based LTIP awards (“Annual Awards”) and long-term performance-based LTIP awards (“Long-Term Awards” and together with the Annual Awards, “Performance Awards”) to the executive officers and other employees of the Company. As described below, the Annual Awards haveone-year performance periods and the Long-Term Awards have three-year performance periods. In addition to meeting specified performance metrics, vesting in the Performance Awards is subject to service requirements.

A detail of the Performance Awards under the 2024,2025 and 2026 programs as of September 30, 2026 is as follows:

2024 Long-Term Awards38,531
2025 Long-Term Awards32,944
2026 Annual Awards(1)48,548
2026 Long-Term Awards(2)60,134
Total target Performance Awards as of September 30, 2026180,157
Forfeitures(3)(14,702)
Total Outstanding Performance Awards as of September 30, 2026165,455

(1)Approved by the Board on February 24, 2026. The number of target LTIP Units was based on the average closing price of the Company’s common stock reported on the New York Stock Exchange over the 15 trading days preceding the award date.

  • 26 -

(2)Approved by the Board on February 24, 2026. The number of target LTIP Units was based on the fair value of the Long-Term Awards as determined by an independent valuation consultant. See additional detail below.

(3)Represents target Performance Award LTIP Units forfeited and cancelled during the period as a result of employee terminations.

Annual Awards. The Annual Awards are subject to the terms and conditions of LTIP Annual Award Agreements between the Company and each grantee.

The Compensation Committee of the Board (the “Compensation Committee”) and the Board established performance goals for the year ending December 31, 2026, as set forth in the 2026 LTIP Annual Award Agreements (the “Performance Goals”) that will be used to determine the number of LTIP Units earned by each grantee. Cumulative stock-based compensation expense during the nine months ended September 30, 2026 reflects management’s estimate of the probability of the number of these awards that will be earned. As soon as reasonably practicable following the end of the performance period, the Compensation Committee and the Board will determine the extent to which the Company has achieved each of the Performance Goals (expressed as a percentage) and, based on such determination, will calculate the number of LTIP Units that each grantee is entitled to receive. Each grantee may earn up to 150% of the number of their target LTIP Units. Any 2026 Annual Award LTIP Units that are not earned will be forfeited and cancelled.

Vesting. LTIP Units that are earned as of the end of the applicable performance period will vest in two installments as follows:50% of the earned LTIP Units will become vested on the valuation date of the awards (which is expected to occur in February 2027) and 50% of the earned LTIP Units become vested on theone-year anniversary of the initial vesting date. Vesting may be accelerated under certain circumstances such as a “change-in-control” transaction or a “qualified termination” event.

Distributions. Distributions equal to the dividends declared and paid by the Company will accrue during the applicable performance period on the estimated number of LTIP Units that the grantee could earn and will be paid with respect to all of the earned LTIP Units at the conclusion of the applicable performance period, in cash or by the issuance of additional LTIP Units at the discretion of the Compensation Committee.

Long-Term Awards. The Long-Term Awards are subject to the terms and conditions of their related LTIP Long-Term Award Agreements between the Company and each grantee. The number of LTIP Units that each grantee earns under the LTIP Long-Term Award Agreements will be determined following the conclusion of athree-year performance period based on the Company’s (i) total stockholder return (“TSR”), which is determined based on a combination of appreciation in stock price and dividends paid during the performance period, and (ii) relative stockholder return (“RSR”), which is determined by comparing the Company’s TSR with the TSRs of the companies that comprise the Dow Jones U.S. Real Estate Health Care Index (the “Index”). Each grantee may earn up to 200% of the number of target LTIP Units covered by the grantee’s Long-Term Award. Any target LTIP Units that are not earned will be forfeited and cancelled. The number of LTIP Units earned under the Long-Term Awards will be determined as soon as reasonably practicable following the end of the applicable three-year performance period based on the Company’s TSR on an absolute basis (as to 50% of the Long-Term Award) and RSR (as to 50% of the Long-Term Award).

Vesting. LTIP Units that are earned as of the end of the applicable three-year performance period will vest in two installments as follows:50% of the earned LTIP Units will vest upon the day prior to the third anniversary of the respective grant dates and the remaining 50% will vest on theone-year anniversary of the initial vesting date. Vesting may be accelerated under certain circumstances such as a “change-in-control” transaction or a “qualified termination” event.

Distributions. Pursuant to the LTIP Long-Term Award Agreements, distributions equal to the dividends declared and paid by the Company will accrue during the applicable performance period on the estimated number of LTIP Units that the grantee could earn and will be paid with respect to all of the earned LTIP Units at the conclusion of the applicable performance period, in cash or by the issuance of additional LTIP Units at the discretion of the Compensation Committee.

Stock Options

The Board has approved the grant of non-qualified stock options (the “Options”) to certain executive officers and employees of the Company pursuant to the Plan. The Options were granted as retention awards and are non-qualified stock options not intended to qualify as incentive stock options within the meaning of Section 422(b) of the Internal Revenue Code of 1986, as amended (the “Code”). Each Option entitles the holder to purchase one share of the Company's common

  • 27 - stock at an exercise price set at a premium to the Fair Market Value of the Company's common stock (determined based on the closing price on the New York Stock Exchange) on the applicable grant date.

During the nine months ended September 30, 2026, the Company granted the following Options:

Grant DateNumber of Options Granted(1)Exercise PriceExpiration Date
August 27, 2026270,038$60.00August 27, 2036

(1)The number of Options granted includes 76,336 Options granted to newly hired executives as an inducement material to their entering into employment with the Company, in accordance with Section 303A.08 of the New York Stock Exchange Listed Company Manual and any other applicable rules or guidance of the New York Stock Exchange, and, accordingly, were granted outside of, and not pursuant to, the Plan.

Vesting. Options vest inthree equal annual installments beginning on the first anniversary of the respective grant dates, subject to the grantee's continued service with the Company. Vesting may be accelerated under certain circumstances such as a “change-in-control” transaction or a “qualified termination” event. Unexercised Options expireten years from the applicable grant date.

Exercise. Upon exercise, the aggregate exercise price may be paid in cash, by net settlement, or by such other method as the Compensation Committee may permit in accordance with the terms of the Plan.

A detail of the Company's outstanding Options as of September 30, 2026 is as follows:

Number of OptionsWeighted Average Exercise Price
Options outstanding, beginning of period—$—
Granted(1)270,038$60.00
Exercised(2)—$—
Forfeited / expired—$—
Options outstanding, end of period270,038$60.00
Options exercisable, end of period—$—

(1)The number of Options granted includes 76,336 Options granted to newly hired executives as an inducement material to their entering into employment with the Company, in accordance with Section 303A.08 of the New York Stock Exchange Listed Company Manual and any other applicable rules or guidance of the New York Stock Exchange, and, accordingly, were granted outside of, and not pursuant to, the Plan.

(2)No Options were exercised during the nine months ended September 30, 2026.

As of September 30, 2026, the weighted average remaining contractual term of Options outstanding was 10 years, none of the Options were exercisable, and the aggregate intrinsic value waszero.

Stock-Based Compensation Expense

Compensation expense for LTIP Unit grants, Annual Awards, Long-Term Awards, and Options is based on the grant date fair value of the respective units or awards, with no subsequent remeasurement required.

LTIP Units and Performance Awards. As the Long-Term Awards involve market-based performance conditions, the Company utilizes a Monte Carlo simulation to provide a grant date fair value for expense recognition. The Monte Carlo simulation is a generally accepted statistical technique used, in this instance, to simulate a range of possible future stock prices for the Company and the members of the Index over the Performance Periods. The purpose of this modeling is to use a probabilistic approach for estimating the fair value of the performance share award.

The assumptions used in the Monte Carlo simulation include beginning average stock price, valuation date stock price, expected volatilities, correlation coefficients, risk-free rate of interest, and expected dividend yield. The beginning average stock price is the beginning average stock price for the Company and each member of the Index for the 15 trading

  • 28 - days leading up to the grant date of the Long-Term Award. The valuation date stock price is the closing stock price of the Company and each of the peer companies in the Index on the grant dates of the Long-Term Awards. The expected volatilities are modeled using the historical volatilities for the Company and the members of the Index. The correlation coefficients are calculated using the same data as the historical volatilities. The risk-free rate of interest is taken from the U.S. Treasury website and relates to the expected life of the remaining performance period on valuation or revaluation. Lastly, the dividend yield assumption is 0.0%, which is mathematically equivalent to reinvesting dividends in the issuing entity, which is part of the Company’s award agreement assumptions.

Below are details regarding certain of the assumptions for the Long-Term Awards using Monte Carlo simulations:

2026 Long-TermAwards2025 Long-TermAwards2024 Long-TermAwards
Fair value$36.96$46.60$46.85
Target awards60,13432,94438,531
Volatility32.3%28.7%28.1%
Risk-free rate3.4%4.0%4.4%
Dividend assumptionreinvestedreinvestedreinvested
Expected term in years333

Stock Options. The grant date fair value of the Options granted on August 27, 2026 is determined using a Monte Carlo simulation model, as the Options are path-dependent instruments under ASC Topic 718 due to their strike price being set at a premium (162.6%) to the grant date stock price. The significant assumptions used are described below. Compensation expense for Options is recognized on a straight-line basis over the requisite service period. The weighted average grant date fair value of Options granted during the nine months ended September 30, 2026 was $5.24 per option.

Below are details regarding certain of the assumptions used to determine the grant date fair value of Options granted during the nine months ended September 30, 2026:

Grant date fair value per option$5.24
Exercise price$60.00
Expected term in years10
Expected volatility34.5%
Risk-free rate4.6%
Dividend yield5.2%

As of September 30, 2026, total unrecognized compensation expense related to outstanding Options was approximately $1.3 million and is expected to be recognized over a weighted average remaining period of 2.9 years.

Total Stock-Based Compensation Expense. The Company incurred stock-based compensation expense of $2,392 and $4,999 for the three and nine months ended September 30, 2026, respectively, and $1,207 and $3,086 for the three and nine months ended September 30, 2025, respectively, related to the grants awarded under the Plan and employment inducement awards. Included in the incurred expense for the three and nine months ended September 30, 2026, is $0.8 million in accelerated stock-based compensation expense recognized pursuant to a separation agreement as described in Note 2 – Summary of Significant Accounting Policies. Stock-based compensation expense is included within “General and administrative” expense in the Company’s Condensed Consolidated Statements of Operations.

As of September 30, 2026, total unrecognized compensation expense related to all outstanding awards of approximately $8.6 million (including the $1.3 million related to Options noted above) is expected to be recognized over a weighted average remaining period of 2.2 years.

Note 8 –Leases

The Company operates as both a lessor and a lessee. As a lessor, the Company is required to apply ASC 842 to account for operating leases and other leases such as sales-type leases and direct financing leases. In addition, ASC 842

  • 29 - requires lessors to capitalize and amortize only incremental direct leasing costs. As a lessee, the Company is required to apply a dual approach, classifying leases, such as ground leases, as either finance or operating leases based on the principle of whether or not the lease is effectively a financed purchase. This classification determines whether lease expense is recognized based on an effective interest method or on a straight-line basis over the term of the lease. ASC 842 also requires lessees to record a right of use asset and a lease liability for all leases with an initial term of greater than a year regardless of their classification. The Company has also elected the practical expedient not to recognize right of use assets and lease liabilities for leases with a term of a year or less.

Information as Lessor

As a lessor, the Company leases its facilities to tenants in exchange for fixed monthly payments that cover rent, property taxes, insurance and certain cost recoveries, primarily common area maintenance (“CAM”). The Company's leases are typically operating leases and generally have initial terms of approximately 5 to 15 years. Payments from the Company's tenants for CAM are considered nonlease components that are separated from lease components and are generally accounted for in accordance with the revenue recognition standard. However, the Company qualified for andelected the practical expedient related to combining components because the lease component is classified as an operating lease and the timing and pattern of transfer of CAM income, which is not the predominant component, is the same as the lease component, for all asset classes. As such, consideration for CAM is accounted for as part of the overall consideration in the lease. Payments from customers for property taxes and insurance are considered non-components of the lease and therefore no consideration is allocated to them as they do not transfer a good or service to the customer. Fixed contractual payments from the Company's leases are recognized on a straight-line basis over the terms of the respective leases. Straight-line rental revenue is commenced when the tenant assumes control of the leased premises. Accrued straight-line rents receivable represents the amount by which straight-line rental revenue exceeds rents currently billed in accordance with lease agreements. See Note 2 – “Summary of Significant Accounting Policies” for additional details.

Some of the Company’s leases are subject to annual changes in the Consumer Price Index (“CPI”). Although increases in CPI are not estimated as part of the Company’s measurement of straight-line rental revenue, for leases with base rent increases based on CPI, the amount of rent revenue recognized is adjusted in the period the changes in CPI are measured and effective. Additionally, some of the Company’s leases have extension options.

Initial direct costs, primarily commissions related to the leasing of the Company's facilities, are capitalized when material as incurred. Capitalized leasing costs are amortized on a straight-line basis over the remaining useful life of the respective leases. All other costs to negotiate or arrange a lease are expensed as incurred. See Note 2 – “Summary of Significant Accounting Policies” for additional details.

Lease-related receivables, which include accounts receivable and accrued straight-line rents receivable, are reduced for credit losses, if applicable. The Company regularly evaluates the collectability of its lease-related receivables. The evaluation primarily consists of reviewing past due account balances and considering such factors as the credit quality of our tenant, historical trends of the tenant and changes in tenant payment terms. If the Company’s assumptions regarding the collectability of lease-related receivables prove incorrect, the Company could experience credit losses in excess of what was recognized in rental and other revenues.

The Company recognized $33,515 and $108,596 of rental revenue related to operating lease payments for the three and nine months ended September 30, 2026, respectively, and $37,036 and $109,510 of rental revenue related to operating lease payments for the three and nine months ended September 30, 2025, respectively. Of these amounts, $1,609 and $4,797 relate to variable rental revenue for the three and nine months ended September 30, 2026, respectively, and $1,774 and $5,595 relate to variable rental revenue for the three and nine months ended September 30, 2025, respectively.

  • 30 -

The aggregate annual cash to be received by the Company on the noncancelable operating leases related to its portfolio as of September 30, 2026 is as follows for the subsequent years ended December 31 (in thousands):

2026 (three months remaining)$27,252
2027104,317
202896,103
202980,774
203057,094
Thereafter174,267
Total$539,807

Information as Lessee

As of September 30, 2026, the Company has 12 buildings located on land that is subject to ground leases with a weighted average remaining term of approximately 43 years. Rental payments on these leases are adjusted periodically based on either the CPI or on a pre-determined schedule. The monthly payments on a pre-determined schedule are recognized on a straight-line basis over the terms of the respective leases. Changes in the CPI are not estimated as part of our measurement of straight-line rental expense. Some of the Company’s ground leases contain extension options and, where we determined it was reasonably certain that an extension would occur, they were included in our calculation of the right of use asset and liability. The Company recognized approximately $101 and $301 of ground lease expense during the three and nine months ended September 30, 2026, respectively, of which $69 and $227 was paid in cash. The Company recognized approximately $100 and $256 of ground lease expense during the three and nine months ended September 30, 2025, respectively, of which $99 and $233 was paid in cash. The Company incurred interest expense of $70 and $204 from ground leases that were classified as financing leases for the three and nine months ended September 30, 2026, respectively, and $67 and $136 from ground leases that were classified as financing leases for the three and nine months ended September 30, 2025, respectively.

The following table sets forth the undiscounted cash flows of scheduled obligations for future lease payments on operating ground leases at September 30, 2026, and a reconciliation of those cash flows to the operating lease liability as of September 30, 2026 (in thousands):

2026 (three months remaining)$299
20271,212
20281,221
20291,238
20301,211
Thereafter25,989
Total31,170
Discount(17,878)
Lease liability$13,292

Tenant Concentration

During the nine months ended September 30, 2026, the Company’s rental revenues were derived from 181 healthcare facilities, primarily outpatient medical facilities, andtwo SHOP communities with no single tenant or resident exceeding 10% of the Company’s rental revenue.

Note 9 –Commitments and Contingencies

Litigation

The Company is not presently subject to any material litigation nor, to its knowledge, is any material litigation threatened against the Company, which if determined unfavorably to the Company, would have a material adverse effect on the Company’s financial position, results of operations, or cash flows.

  • 31 -

SHOP Operations

The Company participates directly in the operating results of its seniors housing communities through its SHOP segment, where it owns the real estate and engages third-party managers to operate the communities on its behalf under management agreements. The Company generally holds applicable healthcare licenses and enrolls in applicable government healthcare programs on behalf of the communities, and is ultimately responsible for the operational liabilities of those communities, including potential professional and general liability claims, employment-related claims, and regulatory proceedings, except to the extent such liabilities arise from the gross negligence, fraud, or willful misconduct of the applicable manager or sub-manager. The Company maintains insurance coverage it believes to be adequate to manage its exposure to such risks; however, certain claims may exceed the limits of, or fall outside the scope of, the Company's insurance coverage. As of September 30, 2026, no such claims were pending that the Company believed would have a material adverse effect on its financial position, results of operations, or cash flows.

Tenant Bankruptcy

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. 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 following the effective date.

Environmental Matters

The Company follows a policy of monitoring its properties for the presence of hazardous or toxic substances, including both the properties comprising the medical office portfolio and the Company's SHOP communities. While there can be no assurance that a material environmental liability does not exist at its properties, the Company is not currently aware of any environmental liability with respect to its properties that would have a material effect on its financial position, results of operations, or cash flows. Additionally, the Company is not aware of any material environmental liability or any unasserted claim or assessment with respect to an environmental liability that management believes would require additional disclosure or the recording of a loss contingency.

Capital Improvement Commitments

As of September 30, 2026, the Company had aggregate capital improvement commitments and obligations to improve, expand, and maintain its existing facilities of approximately $28.0 million, of which approximately $15.5 million is expected to be funded within the next twelve months. Many of these amounts are subject to contingencies that make it difficult to predict when they will be utilized, if at all.

Real Estate Loan Commitments

As of September 30, 2026, the Company hadtwo committed mezzanine loan facilities with aggregate maximum principal commitments of approximately $5.2 million, of which $4.3 million had been funded. The unfunded commitments as of September 30, 2026 were approximately $0.9 million in the aggregate. These loans are collateralized by equity interests in entities that own under-development medical facilities that are 100% pre-leased to investment-grade tenants. The Company is obligated to fund the remaining unfunded commitments subject to the satisfaction of customary draw conditions under each loan agreement. Refer to Note 3 – “Property Portfolio” for additional details.

  • 32 -

Note 10 –Segment Information

The Company operates its business throughtwo reportable segments: Healthcare Real Estate and SHOP. The Healthcare Real Estate segment consists of the Company's outpatient medical buildings and other healthcare properties, which are aggregated in accordance with ASC 280-10-50-11 based on similar economic characteristics, comparable long-term financial performance, and shared operating attributes including lease-based revenue streams (accounted for under ASC 842), similar tenant customer bases and regulatory environments, and consistent capital allocation approaches. The SHOP segment consists of seniors housing communities run by third-party operators under RIDEA-compliant management agreements pursuant to which the Company (through one or more taxable REIT subsidiaries) recognizes the operating results of the communities as resident fees and services under ASC 606. The Company has one IL facility that is not structured under a RIDEA arrangement. This property is held through a taxable REIT subsidiary, or TRS, which manages the property, and the property is sub-managed by an eligible independent contractor.

The Company's CODM is its Chief Executive Officer. The CODM evaluates the operating performance of the Company's reportable segments and makes resource allocation decisions based primarily on Segment Net Operating Income (“Segment NOI”). Segment NOI is defined as total segment revenues less property-level operating expenses attributable to the segment. Segment NOI excludes general and administrative expenses, depreciation and amortization, interest expense, gains and losses on sales of real estate, transaction-related costs, impairments, and other corporate-level or non-property-level items. The significant segment expense category regularly provided to and reviewed by the CODM at the segment level is property-level operating expenses, which is presented separately in the segment NOI tables below. No other segment-level expense categories are regularly provided to or reviewed by the CODM for purposes of evaluating segment performance or allocating resources.

The Company's SHOP segment was established during the second quarter of 2026 in connection with the Company's strategic transition to acquiring seniors housing communities. The Company did not own any seniors housing communities during the 2025 periods presented; accordingly, the 2025 SHOP amounts in the tables below reflect no activity.

Total assets by reportable segment are not disclosed, as the CODM does not receive or utilize segment-level asset information to evaluate business performance or allocate resources. In accordance with ASU No. 2023-07, Segment Reporting (Topic 280): Improvements to Reportable Segment Disclosures, the Company has disclosed above the significant segment expense category regularly provided to the CODM. There are no additional segment-level expense categories that are regularly provided to the CODM beyond those disclosed herein.

  • 33 -

Segment NOI by Reportable Segment and Reconciliation to Consolidated Net Income

Summary information by reportable segment for the three and nine months ended September 30, 2026 is as follows:

(in thousands) · Healthcare Real Estate · SHOP · Total
Revenues:
Rental revenue$33,515$—$33,515
Resident fees and services—6,2396,239
Other income581—581
Total revenue$34,096$6,239$40,335
Property level expenses(8,592)(5,543)(14,135)
NOI$25,504$696$26,200
General and administrative expenses(7,704)
Depreciation expense(11,025)
Amortization expense(5,144)
Interest expense(8,308)
Loss on sale of investment properties(259)
Equity in earnings of unconsolidated joint ventures505
Net loss$(5,735)
(in thousands) · Healthcare Real Estate · SHOP · Total
Revenues:
Rental revenue$108,596$—$108,596
Resident fees and services—8,0808,080
Other income1,470—1,470
Total revenue$110,066$8,080$118,146
Property level expenses(26,301)(7,118)(33,419)
NOI$83,765$962$84,727
General and administrative expenses(18,014)
Depreciation expense(33,555)
Amortization expense(12,717)
Interest expense(24,347)
Gain on sale of investment properties71,622
Equity in earnings of unconsolidated joint ventures484
Net income$68,200
  • 34 -

Summary information by reportable segment for the three and nine months ended September 30, 2025 is as follows:

(in thousands) · Healthcare Real Estate · SHOP · Total
Revenues:
Rental revenue$37,036$—$37,036
Resident fees and services———
Other income193—193
Total revenue$37,229$—$37,229
Property level expenses(8,224)—(8,224)
NOI$29,005$—$29,005
General and administrative expenses(4,860)
Depreciation expense(11,213)
Amortization expense(3,795)
Interest expense(8,175)
Gain on sale of investment properties294
Impairment of investment property(6,281)
Equity in earnings of unconsolidated joint ventures(33)
Net loss$(5,058)
(in thousands) · Healthcare Real Estate · SHOP · Total
Revenues:
Rental revenue$109,510$—$109,510
Resident fees and services———
Other income306—306
Total revenue$109,816$—$109,816
Property level expenses(24,025)—(24,025)
NOI$85,791$—$85,791
General and administrative expenses(14,505)
Depreciation expense(32,827)
Amortization expense(11,299)
Interest expense(23,351)
Gain on sale of investment properties1,859
Impairment of investment property(6,281)
Equity in earnings of unconsolidated joint ventures(123)
Net loss$(736)

Concentration of Revenue

For the three and nine months ended September 30, 2026, properties operated by Greystone Communities represented 100% of SHOP segment revenues. No other single tenant, operator, or manager represented 10% or more of

  • 35 - consolidated total revenues for the periods presented. The Company's SHOP communities are currently concentrated in the Washington, D.C. metropolitan area; accordingly, the Company's SHOP segment revenues may be disproportionately affected by economic, regulatory, or competitive conditions in that market. All of the Company's revenues for each of the periods presented were derived from properties located in the United States.

Note 11 –Income Taxes

The Company qualifies as a REIT under Sections 856 through 860 of the Code. As such, the Company is generally not taxed on income that is distributed to its stockholders. To maintain its REIT qualification, the Company must distribute at least 90% of its REIT taxable income (determined without regard to the dividends paid deduction and by excluding any net capital gain) to its stockholders each year. As a REIT, the Company is generally not subject to federal corporate income tax on the portion of its taxable income that is distributed to stockholders.

The Company conducts certain of its operations through one or more TRS. Under the RIDEA structure permitted by the Code, a REIT may lease a “qualified healthcare property” on an arm's-length basis to a TRS, provided the property is operated on behalf of the TRS by an eligible independent contractor. The Company operates its RIDEA-structured SHOP communities through TRS entities, and the resident fees and services revenue and related operating expenses of those communities are recognized in the Company's Condensed Consolidated Statements of Operations and are subject to federal, state and local income taxes at the TRS level. The Company also holds one IL facility through a TRS that is not structured under a RIDEA arrangement; the TRS manages the facility directly and has engaged an eligible independent contractor as sub-manager. Taxable income generated by each TRS is subject to federal and state income taxes, as applicable.

Our provision for income taxes for the three and nine months ended September 30, 2026 was insignificant. Deferred tax assets and liabilities arising from TRS operations were not material as of September 30, 2026.

The Company evaluates its tax positions in accordance with ASC Topic 740, Income Taxes, and recognizes a tax benefit only if it is more likely than not that the position will be sustained upon examination. As of September 30, 2026, the Company has not identified any uncertain tax positions that would have a material effect on its financial position, results of operations, or cash flows, and does not expect any significant change in its uncertain tax positions within the next twelve months.

Note 12 –Subsequent Events

The Pinnacle Acquisition

On October 1, 2026, the Company completed the acquisition of The Pinnacle, a newly constructed,175-home luxury seniors housing community located in North Bethesda, Maryland, from an affiliate of SSL for a purchase price of approximately$173 million. The Pinnacle offers IL, AL, and MC homes, together with ground floor retail. The Company operates The Pinnacle as a SHOP community and has engaged Greystone Communities to manage the day-to-day operations of the community. The acquisition was funded using borrowings under the Company's Credit Facility. See Note 6 – “Related Party Transactions” for further discussion of the Company's relationship with SSL.

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