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Community Healthcare Trust Inc

For the period ended Dec 31, 2025. Filed Feb 17, 2026.

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A company's yearly report to the SEC, with audited financial statements. It is the fullest account a company gives of its business, its finances and the risks it sees.

FY2025 · Filed Feb 17, 2026

CHCT$15.27+2.9%Stored close · as of Nov 10, 2026

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Item 8. Financial Statements and Supplementary Data

Report of Independent Registered Public Accounting Firm

Stockholders and Board of Directors

Franklin, Tennessee

Opinion on the Consolidated Financial Statements

We have audited the accompanying consolidated balance sheets of Community Healthcare Trust Incorporated (the “Company”) as of December 31, 2025 and 2024, the related consolidated statements of operations, comprehensive (loss) income, stockholders’ equity, and cash flows for each of the three years in the period ended December 31, 2025, and the related notes and financial statement schedules listed in the accompanying index (collectively referred to as the “consolidated financial statements”). In our opinion, the consolidated financial statements present fairly, in all material respects, the financial position of the Company at December 31, 2025 and 2024, and the results of its operations and its cash flows for each of the three years in the period ended December 31, 2025, in conformity with accounting principles generally accepted in the United States of America.

We also have audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States) (PCAOB), the Company's internal control over financial reporting as of December 31, 2025, based on criteria established in Internal Control - Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission (COSO) and our report dated February 17, 2026 expressed an unqualified opinion thereon.

Basis for Opinion

These consolidated financial statements are the responsibility of the Company’s management. Our responsibility is to express an opinion on the Company’s consolidated financial statements based on our audits. We are a public accounting firm registered with the PCAOB and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.

We conducted our audits in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the consolidated financial statements are free of material misstatement, whether due to error or fraud.

Our audits included performing procedures to assess the risks of material misstatement of the consolidated financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the consolidated financial statements. Our audits also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the consolidated financial statements. We believe that our audits provide a reasonable basis for our opinion.

Critical Audit Matters

The critical audit matters communicated below are matters arising from the current period audit of the consolidated financial statements that were communicated or required to be communicated to the audit committee and that: (1) relate to accounts or disclosures that are material to the consolidated financial statements and (2) involved our especially challenging, subjective, or complex judgments. The communication of the critical audit matters does not alter in any way our opinion on the consolidated financial statements, taken as a whole, and we are not, by communicating the critical audit matters below, providing separate opinions on the critical audit matters or on the accounts or disclosures to which they relate.

Asset Impairment – Assessment of Recoverability for Real Estate Properties

The Company recorded total real estate properties, net of accumulated depreciation, of approximately $923 million as of December 31, 2025. As described in Note 1 to the consolidated financial statements, the Company assesses the potential for impairment of long-lived assets, including real estate properties, whenever events occur or a change in circumstances indicates that the carrying value might not be fully recoverable. A long-lived asset is tested for impairment when management’s estimate of current and projected, undiscounted and unleveraged, operating cash flows of the property is less than the net carrying value of the long-lived asset. In determining these cash flows, the Company estimates market rents, capitalization rates, and other relevant inputs.

We identified management's assessment of recoverability for certain real estate properties as a critical audit matter. The determination of the operating cash flows used in recoverability tests requires judgment and estimation of certain assumptions, including market rents and capitalization rates. Auditing these elements involved especially challenging auditor judgment due to the nature and extent of audit effort required to address this matter, including the extent of specialized skills or knowledge needed.

The primary procedures we performed to address this critical audit matter included:

Assessing the reasonableness of certain assumptions used by management in their recoverability test by utilizing professionals with specialized knowledge and skills in valuation specific to market rents and capitalization rates, including comparing to third party market data.

Current Expected Credit Losses – Estimation of Fair Value of Underlying Collateral of Notes Receivable

As described in Notes 1 and 10 to the consolidated financial statements, the Company estimates credit losses over the entire contractual term of the instrument from the date of initial recognition of that instrument and is required to record a credit loss expense (or reversal) in each reporting period. The Company evaluates factors such as its historical credit loss experience with the borrower or similar financial assets, current economic conditions, current and expected future financial condition of the borrower, as well as payment history of the borrower, along with other relevant factors for each borrower or similar instruments. If a sale of the borrower's collateral, such as the underlying business or real estate, is expected to repay amounts due to the Company, the Company will also evaluate the value of the underlying collateral in measuring any expected credit loss. During 2025, the Company recorded an $8.7 million credit loss reserve related to the remaining balance of its notes receivable with a borrower/tenant.

We identified the estimation of the fair value of the underlying collateral of notes receivable as a critical audit matter. Estimating the fair value of the underlying collateral requires management to obtain borrower/tenant financial data and to make certain valuation estimates using such borrower/tenant financial data and letters of intent. Auditing these elements involved especially challenging and subjective auditor judgment due to the nature and extent of audit effort required to address this matter, including the extent of specialized skills or knowledge needed.

The primary procedures we performed to address this critical audit matter included:

Utilizing professionals with specialized knowledge and skills in valuation to assess the reasonableness of the fair value of the underlying collateral of the notes receivable by developing an independent estimate of the fair value of the underlying collateral, using a weighting of borrower/tenant financial data and letters of intent.

Testing the completeness and accuracy of the borrower/tenant financial data, used in the estimation of the fair value of the underlying collateral.

/s/BDO USA, P.C.

We have served as the Company's auditor since 2015.

Nashville, Tennessee

February 17, 2026

CONSOLIDATED BALANCE SHEETS

December 31,
20252024
ASSETS
Real estate properties
Land and land improvements$154,673$149,501
Buildings, improvements, and lease intangibles1,047,743996,104
Personal property813326
Total real estate properties1,203,2291,145,931
Less accumulated depreciation(280,316)(242,609)
Total real estate properties, net922,913903,322
Cash and cash equivalents3,3404,384
Assets held for sale5,2656,755
Other assets, net59,23978,102
Total assets$990,757$992,563
LIABILITIES AND STOCKHOLDERS' EQUITY
Liabilities
Debt, net$532,199$485,955
Accounts payable and accrued liabilities14,92514,289
Other liabilities, net14,24616,354
Total liabilities561,370516,598
Commitments and contingencies
Stockholders' Equity
Preferred stock, $0.01 par value; 50,000 shares authorized; none issued and outstanding——
Common stock, $0.01 par value; 450,000 shares authorized; 28,471 and 28,242 shares issued and outstanding at December 31, 2025 and December 31, 2024, respectively285282
Additional paid-in capital717,450704,524
Cumulative net income90,77785,675
Accumulated other comprehensive income6,69117,631
Cumulative dividends(385,816)(332,147)
Total stockholders’ equity429,387475,965
Total liabilities and stockholders' equity$990,757$992,563

CONSOLIDATED STATEMENTS OF OPERATIONS

Year Ended December 31,
202520242023
REVENUES
Rental income$121,351$114,565$108,682
Other operating interest(156)1,2214,163
121,195115,786112,845
EXPENSES
Property operating23,62422,83420,713
General and administrative25,09519,05827,338
Depreciation and amortization43,53842,77839,693
92,25784,67087,744
OTHER (EXPENSE) INCOME
Gains on the sales of depreciable real estate assets, net of losses and impairments11,803(121)(102)
Interest expense(26,978)(23,706)(17,792)
Credit loss reserve(8,672)(11,000)—
Deferred income tax expense(23)—(306)
Interest and other income, net34530813
(23,836)(34,297)(17,387)
NET INCOME (LOSS)$5,102$(3,181)$7,714
NET INCOME (LOSS) PER COMMON SHARE
Net income (loss) per common share - Basic$0.08$(0.23)$0.20
Net income (loss) per common share - Diluted$0.08$(0.23)$0.20
WEIGHTED AVERAGE COMMON SHARES OUTSTANDING-BASIC26,85726,53025,202
WEIGHTED AVERAGE COMMON SHARES OUTSTANDING-DILUTED26,85726,53025,202

CONSOLIDATED STATEMENTS OF COMPREHENSIVE (LOSS) INCOME

Year Ended December 31,
2025 · 2024 · 2023
NET INCOME (LOSS)$5,102$(3,181)$7,714
Other comprehensive (loss) income:
(Decrease) increase in fair value of cash flow hedges(3,870)11,6253,803
Reclassification of amounts recognized as interest expense(7,070)(10,411)(10,053)
Total other comprehensive (loss) income(10,940)1,214(6,250)
COMPREHENSIVE (LOSS) INCOME$(5,838)$(1,967)$1,464

CONSOLIDATED STATEMENTS OF STOCKHOLDERS’ EQUITY

Preferred Stock · Common Stock
SharesAmountSharesAmountAdditional Paid in CapitalCumulative Net IncomeAccumulated Other Comprehensive (Loss) IncomeCumulative DividendsTotal Stockholders' Equity
Balance at December 31, 2022—$—25,897$259$625,136$81,142$22,667$(232,390)$496,814
Issuance of common stock, net of issuance costs——1,3851444,021———44,035
Stock-based compensation, net of forfeitures——331319,962———19,965
Shares withheld on vesting of stock-based compensation————(963)———(963)
Increase in fair value of cash flow hedges——————3,803—3,803
Reclassification for amounts recognized as interest expense——————(10,053)—(10,053)
Net income—————7,714——7,714
Dividends to common stockholders ($1.805 per share)———————(48,059)(48,059)
Balance at December 31, 2023—$—27,613$276$688,156$88,856$16,417$(280,449)$513,256
Issuance of common stock, net of issuance costs——31337,169———7,172
Stock-based compensation, net of forfeitures——35039,984———9,987
Shares withheld on vesting of stock-based compensation——(34)—(785)———(785)
Increase in fair value of cash flow hedges——————11,625—11,625
Reclassification for amounts recognized as interest expense——————(10,411)—(10,411)
Net loss—————(3,181)——(3,181)
Dividends to common stockholders ($1.845 per share)———————(51,698)(51,698)
Balance at December 31, 2024—$—28,242$282$704,524$85,675$17,631$(332,147)$475,965
Issuance costs on stock-based compensation————(175)———(175)
Stock-based compensation, net of forfeitures——336314,893———14,896
Shares withheld on vesting of stock-based compensation——(107)—(1,792)———(1,792)
Decrease in fair value of cash flow hedges——————(3,870)—(3,870)
Reclassification for amounts recognized as interest expense——————(7,070)—(7,070)
Net income—————5,102——5,102
Dividends to common stockholders ($1.885 per share)———————(53,669)(53,669)
Balance at December 31, 2025—$—28,471$285$717,450$90,777$6,691$(385,816)$429,387

CONSOLIDATED STATEMENTS OF CASH FLOWS

For the Year Ended December 31,
202520242023
OPERATING ACTIVITIES
Net income (loss)$5,102$(3,181)$7,714
Adjustments to reconcile net income (loss) to net cash provided by operating activities:
Depreciation and amortization43,53842,77839,693
Other amortization1,330927746
Stock-based compensation10,3059,9878,166
Accelerated amortization of stock-based compensation4,591—11,799
Straight-line rent receivables(3,721)(1,942)(3,052)
(Gains) on the sales of depreciable real estate assets, net of losses and impairments(11,803)121102
Credit loss reserve8,67211,000—
Net gain from insurance recovery on casualty loss——(706)
Deferred income tax expense23—306
Changes in operating assets and liabilities:
Other assets994(3,303)(2,950)
Accounts payable and accrued liabilities(1,219)2,273859
Other liabilities(1,382)221(1,294)
Net cash provided by operating activities56,43058,88161,383
INVESTING ACTIVITIES
Acquisitions of real estate(64,599)(72,368)(98,897)
Proceeds from the sale of real estate32,2022,301—
Funding of notes receivable—(3,075)(1,985)
Proceeds from repayments on notes receivable5,2255,1233,915
Insurance proceeds from casualty loss——2,273
Capital expenditures on existing real estate properties(20,524)(24,644)(18,981)
Net cash used in investing activities(47,696)(92,663)(113,675)
FINANCING ACTIVITIES
Net borrowings on revolving credit facility46,000162,00050,000
Term loan repayments—(75,000)—
Mortgage note repayments—(4,820)(126)
Dividends paid(53,669)(51,698)(48,059)
Proceeds from issuance of common stock—7,49244,232
Taxes paid on behalf of employees and shares withheld upon shares vesting(1,792)(785)(963)
Equity issuance costs(317)(223)(227)
Debt issuance costs—(3,433)—
Net cash (used in) provided by financing activities(9,778)33,53344,857
Decrease in cash, cash equivalents and restricted cash$(1,044)$(249)$(7,435)
Cash, cash equivalents and restricted cash, beginning of period4,3844,63312,068
Cash, cash equivalents and restricted cash, end of period$3,340$4,384$4,633
For the Year Ended December 31,
202520242023
Supplemental Cash Flow Information:
Interest paid$25,934$23,070$17,114
Invoices accrued for construction, tenant improvement and other capitalized costs$6,553$4,608$3,940
Reclassification of registration statement costs to equity issuance costs$175$354$197
(Decrease) increase in fair value of cash flow hedges$(3,870)$11,625$3,803
Capitalized interest$210$216$611

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

December 31, 2025

NOTE 1. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

Business Overview

Community Healthcare Trust Incorporated (the ‘‘Company’’, ‘‘we’’, ‘‘our’’) was organized in the State of Maryland on March 28, 2014. The Company is a fully-integrated healthcare real estate company that owns and acquires real estate properties that are leased to hospitals, doctors, healthcare systems or other healthcare service providers. As of December 31, 2025, we had gross investments of approximately $1.2 billion in 198 real estate properties (includingone property, with sales-type leases, with a gross amount totaling approximately $8.1 million andone property classified as held for sale with a net investment totaling approximately $5.3 million). The properties are located in 36 states, totaling approximately 4.5 million square feet in the aggregate, with a weighted average remaining lease term of approximately 7.0 years. Excluding the real estate asset held for sale, the properties were approximately 90.6% leased at December 31, 2025. Any references to square footage, property count, or occupancy percentages, and any amounts derived from these values in these notes to the consolidated financial statements are unaudited.

Principles of Consolidation

Our Consolidated Financial Statements include the accounts of the Company, its wholly-owned subsidiaries, and may also include joint ventures, partnerships and variable interest entities, or VIEs, where the Company controls the operating activities. Management must make judgments regarding the Company's level of influence or control over an entity and whether or not the Company is the primary beneficiary of a VIE. Consideration of various factors include, but is not limited to, the Company's ability to direct the activities that most significantly impact the entity's governing body, the size and seniority of the Company's investment, and the Company's ability to replace the manager and/or liquidate the entity. Management's ability to correctly assess its influence or control over an entity when determining the primary beneficiary of a VIE affects the presentation of these entities in the Company's Consolidated Financial Statements. If it is determined that the Company is the primary beneficiary of a VIE, the Company's Consolidated Financial Statements would consolidate the VIE rather than the Company's pro rata results of its variable interest in the VIE. Untimely or inaccurate financial information provided to the Company or deficiencies in the VIE's internal control over financial reporting could impact the Company's Consolidated Financial Statements and its own internal control over financial reporting. See Note 10 – Other Assets, net regarding VIEs identified by the Company related to its notes receivable.

All material intercompany accounts, transactions, and balances have been eliminated in the presentation of the Company's Consolidated Financial Statements.

Use of Estimates in the Consolidated Financial Statements

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

Segment Reporting

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

Cash, Cash Equivalents

Cash and cash equivalents includes short-term investments with original maturities of three months or less when purchased.

Real Estate Properties

Real estate property acquisitions are accounted for as a business combination or an asset acquisition. An acquisition accounted for as a business combination is recorded at fair value and related closing costs are expensed as incurred. An acquisition accounted for as an asset acquisition is recorded at its purchase price, inclusive of acquisition costs, which is allocated among the acquired assets and assumed liabilities based upon their relative fair values at the date of acquisition. The Company expects that substantially all of its acquisitions will be accounted for as asset acquisitions.

The allocation of real estate property acquisitions may include land and land improvements, building and building improvements, and identified intangible assets and liabilities (which can include above- and below-market leases, in-place leases, and tenant relationships) based on the evaluation of information and estimates available at the acquisition date, and we allocate the purchase price based on these assessments. We make estimates of the acquisition date fair value of the acquired tangible and intangible assets and assumed liabilities using information obtained from multiple sources as a result of pre-acquisition due diligence, tax records, and other sources, including third-party valuations. Based on these estimates, we recognize the acquired assets and assumed liabilities at their relative fair values for asset acquisitions. The fair value of tangible property assets acquired considers the value of the property as if vacant determined by a combination of comparable sales, replacement cost, income valuation approach and other relevant data. The determination of fair value involves the use of significant judgment and estimation. We value land based on various inputs, which may include internal analysis of recently acquired properties, existing comparable properties within our portfolio, or third-party appraisals or valuations based on comparable sales. If a lease terminates prior to its scheduled expiration, all unamortized costs related to that lease are written off.

In recognizing identified intangible assets and liabilities of an acquired property, the value of above- or below-market leases is estimated based on the present value (using a discount rate which reflects the risks associated with the leases acquired) of the difference between contractual amounts to be received pursuant to the leases and an estimate of market lease rates measured over the remaining term of the lease. In the case of a below-market lease, renewal options associated with that lease are evaluated to determine if the intangible should include those periods. The capitalized above-market or below-market lease intangibles are amortized as a reduction from or an addition to rental income over the estimated remaining term of the respective leases.

In determining the value of in-place leases and tenant improvements, current market conditions and costs to execute similar leases to arrive at an estimate of the carrying costs during the expected lease-up period from vacant to existing occupancy are considered. Estimated carrying costs include real estate taxes, insurance, other property operating expenses, estimates of lost rental revenue during the expected lease-up periods, and costs to execute similar leases, including leasing commissions. The values assigned to in-place leases and tenant relationships are amortized over the estimated remaining term of the lease.

The Company may capitalize direct costs, including costs such as construction costs and professional services, and indirect costs, including capitalized interest and overhead costs, associated with the development and construction of real estate assets while substantive activities are ongoing to prepare the assets for their intended use. Capitalized interest cost is calculated using the weighted average interest rate of the revolving credit facility debt.

Long-lived Asset Impairments

The Company assesses the potential for impairment of identifiable, definite-lived, intangible assets and long-lived assets, including real estate properties, whenever events occur or a change in circumstances indicates that the carrying value might not be fully recoverable. Indicators of impairment may include significant under-performance of an asset relative to historical or expected operating results; significant changes in the Company’s use of assets or the strategy for its overall business; plans to sell an asset before its depreciable life has ended; the expiration of a significant portion of leases in a property; or significant negative economic trends or negative industry trends for the Company or its operators. In addition, the Company’s review for possible impairment may include those assets subject to purchase options and those impacted by casualties, such as tornadoes and hurricanes or sustained changes to property occupancy. A long-lived asset is tested for impairment when management's estimate of current and projected, undiscounted and unleveraged, operating cash flows of the property is less than the net carrying value of the property. In determining these cash flows, the Company estimates market rents, capitalization rates, expected holding periods, and other relevant inputs. If management determines that the carrying value of the Company’s assets may not be fully recoverable based on the existence of any of the factors above, or others, management would measure and record an impairment charge based on the estimated fair value of the property or the estimated fair value less costs to sell the property. The Company recorded impairments totaling approximately $1.8 million, $0.1 million, and $0.1 million on assets classified as held for sale during the years ended December 31, 2025, 2024 and 2023.

Assets Held for Sale

The Company may sell properties from time to time for various reasons, including the exercise of purchase options by our tenants. The Company classifies long-lived assets as held for sale once certain criteria have been met. The Company classifies a real estate property, or portfolio, as held for sale when: (i) management has approved the disposal, (ii) the property is available for sale in its present condition, (iii) an active program to locate a buyer has been initiated, (iv) it is probable that the property will be disposed of within one year, (v) the property is being marketed at a reasonable price relative to its fair value, and (vi) it is unlikely that the disposal plan will significantly change or be withdrawn. Following the classification of a property as “held for sale,” no further depreciation or amortization is recorded on the assets and the assets are recorded at the lower of carrying value or fair market value, less cost to sell. See Note 4 – Real Estate Acquisitions, Dispositions, and Assets Held for Sale for more details.

Fair Value Measurements

Fair value is defined as the price that would be received to sell an asset, or paid to transfer a liability, in an orderly transaction between market participants. In calculating fair value, a company must maximize the use of observable market inputs, minimize the use of unobservable market inputs and disclose in the form of an outlined hierarchy the details of such fair value measurements.

A hierarchy of valuation techniques is defined to determine whether the inputs to a fair value measurement are considered to be observable or unobservable in a marketplace. Observable inputs reflect market data obtained from independent sources, while unobservable inputs reflect the Company’s market assumptions. This hierarchy requires the use of observable market data when available. These inputs have created the following fair value hierarchy:

Level 1 – quoted prices for identical instruments in active markets.

Level 2 – quoted prices for similar instruments in active markets; quoted prices for identical or similar instruments in markets that are not active; and model-derived valuations in which significant inputs and significant value drivers are observable in active markets; and

Level 3 – fair value measurements derived from valuation techniques in which one or more significant inputs or significant value drivers are unobservable.

Our interest rate swaps are valued in the market using discounted cash flow techniques. These techniques incorporate Level 2 inputs. The market inputs are utilized in the discounted cash flow calculation considering the instrument’s term, notional amount, discount rate and credit risk. Significant inputs to the derivative valuation model for interest rate swaps are observable in active markets and are classified as Level 2 in the hierarchy.

Lease Accounting

As a lessor, we make a determination with respect to each of our leases whether they should be accounted for as sales-type, direct-financing, or operating leases. Additionally, for each of our real estate transactions involving the leaseback of the related property, or a portion of the related property, to the seller or affiliates of the seller, we determine whether these transactions qualify as sale and leaseback transactions under the accounting guidance in Accounting Standards Codification ("ASC") 842, Leases. For these transactions, we consider various inputs and assumptions including, but not necessarily limited to, lease terms, renewal options, discount rates, and other rights and provisions in the purchase and sale agreement, lease and other documentation to determine whether control has been transferred to the Company or remains with the lessee. A transaction involving a sale leaseback will be treated as a purchase of a real estate property if it is considered to transfer control of the underlying asset from the lessee to the Company. Criteria in determining the lease classification includes estimates and assumptions regarding the fair value of the leased facilities, minimum lease payments, effective cost of funds, the economic useful life of the facilities, the existence of a purchase option, and certain other terms in the lease agreements, as well as the amounts we expect to derive from the underlying property at the end of each lease which equals our purchase price. The lease accounting guidance requires that a sale leaseback with an option to purchase the property from the landlord at the tenant's option be accounted for as a financing or sales-type lease. We expect that most of our leases will be accounted for as operating leases. The Company hadone property withtwo sales-type leases at December 31, 2025 andone sales-type lease at December 31, 2024 which are included in other assets on the Consolidated Balance Sheets.

Payments received under operating leases are accounted for in the Consolidated Statements of Operations as rental income for actual cash rent collected plus or minus straight-line adjustments, such as lease escalators. The Company has elected not to separate lease and nonlease components, such as common area maintenance, unless certain conditions are not met. As such, tenant reimbursements are combined with rental income on the Consolidated Statements of Operations.

The Company is the lessee under four non-prepaid ground leases accounted for as operating leases andtwo non-prepaid ground leases accounted for as financing leases. The Company has elected not to separate lease and nonlease components, such as common area maintenance, unless certain conditions are not met. Discount rates are determined using Company specific incremental borrowing rates, which represent the rate of interest that it would pay to borrow on a fully collateralized basis over a similar term. Right-of-use lease assets are included inother assets, net and lease liabilities are included inother liabilities, net on the Company's Consolidated Balance Sheets.

Revenue Recognition

The primary source of revenue for the Company is generated through its leasing arrangements with its tenants which is accounted for under ASC Topic 842, or through notes with its borrowers which is covered under ASC 310. The Company's rental income and interest income are recognized based on contractual arrangements with its tenants and borrowers. From the inception of a lease, if collection of substantially all of the lease payments is probable for a tenant, then rental income is recognized as earned over the life of the lease agreement on a straight-line basis. Recognizing rental revenue on a straight-line basis for leases may result in recognizing revenue in amounts more or less than amounts currently due from tenants. The Company recognizes operating expense recoveries in the period that applicable expenses are incurred. Other variable payments, such as late fees and sales tax are recognized based on the contractual terms of its leases. Income received but not yet earned is deferred until such time it is earned.

Losses from Operating Lease Receivables

We assess the probability of collecting substantially all rents under our leases, on a tenant-by-tenant basis, based on several factors, including, payment and default history, financial strength of the tenant and/or guarantors, historical and operating trends of the property, and the value of the underlying collateral, if any. If management determines that collection of substantially all of a lease’s payments is not probable, we will revert to recognizing such lease payments at the lesser of cash collected, lease income reflected on a straight-line basis, or another systematic basis plus variable rent when it becomes accruable and will reverse any recorded receivables related to that lease. At December 31, 2025 and 2024, the Company had $7.5 million and $4.4 million, respectively, of lease receivables related to cash basis tenants that were reversed against rental income, including $1.1 million and $1.0 million, respectively, of straight-line rent ($6.6 million and $3.6 million, respectively, of the lease receivables and $1.0 million and $0.9 million, respectively, of the straight-line rent related to a geriatric behavioral hospital tenant). In the event that management subsequently determines collection of substantially all of a lessee's future lease payments are probable of collection, management will reinstate and record all such receivables for the lease in accordance with the lease terms. The Company also maintains a general allowance for its lease receivables that the Company has determined are not probable of collection. During December 31, 2025 and 2024, the Company had a general allowance for lease receivables of $0.2 million and $0.4 million, respectively. Accounts receivable, straight-line rent and related allowances are included in Other assets, net on the Company's Consolidated Balance Sheets and any offsetting reduction in income is included in rental income on the Company's Statements of Operations.

Credit Losses on Notes and Interest Receivables

Historically, the Company has at times entered into notes with certain of its tenants for working capital or other needs. We consider our notes to be incidental to our main business of acquiring and leasing healthcare real estate. Credit losses on financial instruments are measured using an expected credit loss ("CECL") model in evaluating the collectability of notes receivable and other financial instruments. The CECL impairment model requires an estimate of expected credit losses, measured over the contractual life of an instrument, that considers forecasts of future economic conditions in addition to information about past events and current conditions. Under the CECL model, the Company estimates credit losses over the entire contractual term of the instrument from the date of initial recognition of that instrument and is required to record a credit loss expense (or reversal) in each reporting period. The Company evaluates factors such as its historical credit loss experience with the borrower or similar financial assets, current economic conditions, current and expected future financial condition of the borrower, as well as payment history of the borrower, along with other relevant factors for each borrower or similar instruments. If a sale of the borrower's collateral, such as the underlying business or real estate, is expected to repay amounts due to the Company, the Company will also evaluate the value of the underlying collateral in measuring any expected credit loss. Estimating the fair value of underlying collateral requires management to determine certain assumptions used for the estimation of fair value, including borrower/tenant financial data used in the determination of adjusted earnings before income taxes, depreciation and amortization ("EBITDA") and the selected EBITDA multiple range. The Company's financial instruments included in the scope of the CECL guidance are the principal balances of its tenant notes receivable and its net investment in sales-type leases which are included in Other assets on the Company's Consolidated Balance Sheets.

We made an accounting policy election to exclude interest receivables from the credit loss reserve model. The Company recognizes interest income on an accrual basis unless the Company has determined that collectability of contractual amounts is not reasonably assured, at which point the note is placed on non-accrual status and interest income is recognized on a cash basis. Subsequently, when collectability of contractual amounts is reasonably assured, management will resume the accrual basis.

During the year ended December 31, 2025, the Company recorded an $8.7 million credit loss reserve, and reversed $1.7 million of interest on notes receivable with a borrower/tenant, fully reserving the notes and interest related to the borrower/tenant. During the year ended December 31, 2024, the Company recorded an $11.0 million credit loss reserve, and reversed $2.8 million of interest on notes receivable with a borrower/tenant.

Stock-Based Compensation

The Company's 2024 Incentive Plan, as amended (the "2024 Incentive Plan") is intended to attract and retain qualified persons upon whom, in large measure, our sustained progress, growth and profitability depend, to motivate the participants to achieve long-term company goals and to more closely align the participants’ interests with those of our other stockholders by providing them with a proprietary interest in our growth and performance. The 2024 Incentive Plan will expire on March 4, 2034.

Thethree distinct programs under the 2024 Incentive Plan are the Fourth Amended and Restated Alignment of Interest Program (the "Alignment of Interest Program"), the Fourth Amended and Restated Executive Officer Incentive Program (the "Executive Officer Incentive Program") and the Second Amended and Restated Non-Executive Officer Incentive Program (the "Non-Executive Officer Incentive Program"). Our executive officers, officers, employees, consultants and non-employee directors are eligible to participate in the 2024 Incentive Plan.

The 2024 Incentive Plan is administered by the Company’s compensation committee, which interprets the 2024 Incentive Plan and has broad discretion to select the eligible persons to whom awards will be granted, as well as the type, size and terms and conditions of each award, including the number of shares subject to awards and the expiration date of, and the vesting schedule or other restrictions (including, without limitation, restrictive covenants) applicable to, awards. The Company recognizes share-based payments to its directors and employees in its Consolidated Statements of Operations on a straight-line basis over the shorter of the requisite service period, retirement eligibility date, or other period as deemed appropriate based on the fair value of the award on the grant date. In the event of a forfeiture, the previously recognized expense would be reversed.

Intangible Assets

Intangible assets with finite lives are amortized over their respective lives to their estimated residual values and are reviewed for impairment only when impairment indicators are present. Identifiable intangible assets of the Company are generally comprised of in-place and above-market lease intangible assets and below-market lease intangible liabilities, as well as deferred financing costs. In-place lease intangible assets are amortized to depreciation expense on a straight-line basis over the applicable lives of the leases. Above- and below-market lease intangibles are amortized to rental income on a straight-line basis over the applicable lives of the leases. Deferred financing costs are amortized to interest expense over the term of the related credit facility or other debt instrument using the straight-line method, which approximates amortization under the effective interest method.

Income Taxes

The Company has elected to be taxed as a real estate investment trust ("REIT"), as defined under the Internal Revenue Code of 1986, as amended (the "Code"). The Company and two subsidiaries have also elected for those subsidiaries to be treated as taxable REIT subsidiaries ("TRSs"), which are subject to federal and state income taxes. No provision has been made for federal income taxes for the REIT; however, the Company has recorded income tax expense or benefit for the TRSs to the extent applicable. The Company also evaluates the realizability of its deferred tax assets and will record valuation allowances if it is determined that more likely than not the asset will not be recovered. The Company intends at all times to qualify as a REIT under the Code. The Company must distribute at least 90% per annum of its REIT taxable income to its stockholders (which is computed without regard to the dividends paid deduction or net capital gain and which does not necessarily equal net income as calculated in accordance with generally accepted accounting principles) and meet other requirements to continue to qualify as a REIT. See further discussion in Note 15 – Other Data.

The Company classifies interest and penalties related to uncertain tax positions, if any, in the Consolidated Statements of Operations as a component of general and administrative expenses. No such amounts were recognized during 2025, 2024 or 2023.

Sales and Use Taxes

The Company must pay sales and use taxes to certain state tax authorities based on rental income collected from tenants in properties located in those states. The Company is generally reimbursed for those taxes by those tenants. The Company accounts for the payments to the taxing authority and subsequent reimbursement from the tenant on a net basis, included in rental income on the Company’s Consolidated Statements of Operations.

Concentration of Credit Risks

Our credit risks primarily relate to cash and cash equivalents, mortgage notes, if any, other notes receivable and our interest rate swaps, which are discussed below. Cash and cash equivalents are primarily held in bank accounts and overnight investments. We maintain our bank deposit accounts with large financial institutions in amounts that often exceed federally-insured limits. We have not experienced any losses in such accounts.

Derivative Financial Instruments

In the normal course of business, we are subject to risk from adverse fluctuations in interest rates. We have chosen to manage this risk through the use of derivative financial instruments, primarily with interest rate swaps. Counterparties to these contracts are major financial institutions. We are exposed to credit loss in the event of nonperformance by these counterparties. We do not use derivative instruments for trading or speculative purposes. Our objective in managing exposure to market risk is to limit the impact on cash flows relating to interest payments on the Company's variable rate debt. To qualify for hedge accounting, our interest rate swaps must effectively reduce the risk exposure that they are designed to hedge. In addition, at inception of a qualifying cash flow hedging relationship, the underlying transaction or transactions must be, and are expected to remain, probable of occurring in accordance with our related assertions. All of our hedges are cash flow hedges and are recognized at their fair value in the Consolidated Balance Sheets. Changes in the fair value of the derivatives are recognized in accumulated other comprehensive income.

Earnings per Share

Basic earnings per common share is computed by dividing net income by the weighted average common shares outstanding less issued and outstanding non-vested shares of common stock. Diluted earnings per common share is calculated by including the effect of dilutive securities.

Our unvested restricted common stock and time-based restricted stock units outstanding contain non-forfeitable rights to dividends, and accordingly, these awards are deemed to be participating securities. These participating securities, under the 2-class method, are excluded in the earnings allocation in computing both basic and diluted earnings per common share.

Recent Accounting Pronouncements

Recently Adopted

On December 31, 2025, the Company adopted ASU 2023-09, Income Taxes (Topic 740): Improvements to Income Tax Disclosures. ASU 2023-09 requires that a Company provide additional disclosures including disaggregated information on its effective tax rate reconciliation as well as information on income taxes paid. One of the amendments in ASU 2023-09 includes disclosure of, on an annual basis, a tabular rate reconciliation (using both percentages and reporting currency amounts) of (i) the reported income tax expense (or benefit) from continuing operations, to (ii) the product of the income (or loss) from continuing operations before income taxes and the applicable statutory federal income tax rate of the jurisdiction of domicile using specific categories, including separate disclosure for any reconciling items within certain categories that are equal to or greater than a specified quantitative threshold of 5%. ASU 2023-09 also requires disclosure of, on an annual basis, the year-to-date amount of income taxes paid (net of refunds received) disaggregated by federal, state, and foreign jurisdictions, including additional disaggregated information on income taxes paid (net of refunds received) to an individual jurisdiction equal to or greater than 5% of total income taxes paid (net of refunds received).

Not Yet Adopted

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

NOTE 2. REAL ESTATE INVESTMENTS

As of December 31, 2025, we had gross real estate investments of approximately $1.2 billion in 198 real estate properties (includingone property with sales-type leases with a gross amount totaling approximately $8.1 million, included in other assets on the Consolidated Balance Sheets, andone property classified as held for sale with an aggregate amount totaling approximately $5.3 million). The Company's real estate investments are diversified by property type, geographic location, and tenant as shown in the following tables.

Property Type# of PropertiesGross Investment(in thousands)
Medical Office Building93$475,380
Inpatient Rehabilitation Hospitals10234,340
Acute Inpatient Behavioral5130,535
Specialty Centers36117,061
Physician Clinics33105,206
Behavioral Specialty Facilities1385,492
Surgical Centers and Hospitals647,065
Long-term Acute Care Hospitals221,484
Total198$1,216,563
State# of PropertiesGross Investment(in thousands)
Texas15$165,457
Florida26164,384
Illinois20141,678
Ohio25115,850
Pennsylvania1567,124
All Others97562,070
Total198$1,216,563
Primary Tenant# of PropertiesGross Investment(in thousands)
US HealthVest3$77,964
Lifepoint Health467,715
PAM Health255,035
All Others (less than 4%)1891,015,849
Total198$1,216,563

Depreciation and amortization expense was $43.5 million, $42.8 million and $39.7 million, respectively, for the years ended December 31, 2025, 2024 and 2023, which is included on the Company's Consolidated Statements of Operations. Depreciation and amortization is recognized on a straight-line basis over the estimated useful lives of the assets. The estimated useful lives of our real estate properties at December 31, 2025 are as follows:

Land improvements2 - 20 years
Buildings7 - 53 years
Building improvements3 - 39.8 years
Tenant improvements1.9 - 20.9 years
Lease intangibles2.6 - 13.7 years
Personal property3 -10 years

NOTE 3. REAL ESTATE LEASES

Lessor Accounting

The Company’s properties are generally leased pursuant to non-cancelable, fixed-term operating leases with expiration dates through 2046. The Company’s leases generally require the lessee to pay minimum rent, with fixed rent renewal terms or increases based on a Consumer Price Index and may also include additional rent, which may include taxes (including property taxes), insurance, maintenance and other operating costs associated with the leased property. The real estate properties were 90.6% leased, excluding the real estate asset held for sale, at December 31, 2025 with a weighted average remaining lease term of approximately 7.0 years.

Future Minimum Lease Payments

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

2026$106,613
202799,297
202891,398
202980,796
203074,589
2031 and thereafter387,829
$840,522

Customer Concentrations

The Company's real estate portfolio is leased to a diverse tenant base. See Note 2 – Real Estate Investments. For the years ended December 31, 2025, 2024 and 2023, the Company had no customers that accounted for more than 10% of its consolidated total revenues.

Geographic Concentrations

The Company's portfolio was located in 36 states at December 31, 2025. For the year ended December 31, 2025,47.7% of our consolidated total revenues was derived from properties located in Texas (16.7%), Illinois (11.0%), Florida (10.0%), and Ohio (10.0%). For the year ended December 31, 2024,39.0% of our consolidated total revenue was derived from properties located in Texas (17.1%), Illinois (11.3%) and Ohio (10.6%). For the year ended December 31, 2023,38.4% of our consolidated total revenue was derived from properties located in Texas (14.7%), Ohio (12.7%) and Illinois (11.0%).

Purchase Option Provisions

Certain of the Company's leases provide the lessee with a purchase option or a right of first refusal to purchase the leased property. The purchase option provisions generally allow the lessee to purchase the leased property at fair value or at an amount greater than the Company's gross investment in the leased property at the time of the purchase. The Company had an aggregate gross investment of approximately $42.0 million in 13 real estate properties as of December 31, 2025 that were subject to exercisable purchase options.

Straight-line rental income

Rental income is recognized as earned over the life of the lease agreement on a straight-line basis when collection of rental payments over the term of the lease is probable. Straight-line rent included in rental income was approximately $3.7 million, $1.9 million, and $3.1 million, respectively, for the years ended December 31, 2025, 2024 and 2023.

Prepaid rent

Income received but not yet earned is deferred until such time it is earned. Prepaid rent, included in other liabilities, net on the Consolidated Balance Sheets, was approximately $6.0 million and $6.5 million, respectively, at December 31, 2025 and 2024.

Sales-type leases

The Company hasone property withtwo sales-type leases totaling approximately $7.9 million included inother assets, net on the Company's Consolidated Balance Sheet. Future lease payments due to the Company under this lease for the years ending December 31, as of December 31, 2025, are as follows (in thousands):

2026$867
2027888
2028909
2029932
2030954
2031 and thereafter8,664
Total undiscounted lease receivable13,214
Discount(5,320)
Lease receivable$7,894

During the year ended December 31, 2025 and 2024, the Company recognized interest income of approximately $0.6 million and $0.3 million, respectively, related to these leases which is included in other operating interest on the Company's Consolidated Statement of Operations.

Lessee Accounting

At December 31, 2025, the Company was obligated, as the lessee, under four non-prepaid ground leases accounted for as operating leases with expiration dates through 2076, including renewal options, andtwo non-prepaid ground leases accounted for as a financing lease with an expiration date through 2109, including renewal options. Any rental increases related to the Company's ground leases are generally either stated or based on the Consumer Price Index.

The Company's future lease payments under these non-prepaid ground leases were as follows (in thousands):

Operating · Financing
2026$44$154
202745154
202846154
202947154
203048154
2031 and thereafter1,0076,493
Total undiscounted lease payments1,2377,263
Discount(487)(4,017)
Lease liabilities$750$3,246

Other information regarding our ground leases are disclosed in the following tables.

For the Year Ended December 31,
(Dollars in thousands)202520242023
Operating lease costs:
Fixed rent expense$207$207$179
Financing lease costs:
Amortization of right of use asset595959
Interest expense138162122
Net lease costs$404$428$360
Net lease costs and location in the accompanying consolidated statements of operations:
Property operating expense$207$207$179
Depreciation and amortization595959
Interest expense138162122
Net lease costs$404$428$360
Cash paid for amounts included in the measurement of lease liabilities:
Operating leases$44$43$42
Finance leases154154141
$198$197$183
Year Ended December 31,
2025 · 2024
Operating leases:
Weighted-average remaining lease term in years (including renewal options)32.733.9
Weighted-average discount rate4.0%4.0%
Financing leases:
Weighted-average remaining lease term in years (including renewal options)37.938.8
Weighted-average discount rate4.3%4.3%

NOTE 4. REAL ESTATE ACQUISITIONS, DISPOSITIONS, AND ASSETS HELD FOR SALE

2025 Real Estate Acquisitions

During the year ended December 31, 2025, the Company acquired three real estate properties as detailed in the table below. Upon acquisition, the properties were 100.0% leased in the aggregate with lease expirations through 2040. Amounts recorded in revenues and net income for these properties were approximately $2.6 million and $2.1 million, respectively, and transaction costs totaling approximately $0.3 million were capitalized for the year ended December 31, 2025 relating to these property acquisitions.

LocationProperty Type (1)Date AcquiredPurchase PriceCash ConsiderationReal EstateOther (2)Square Footage
(000's) · (000's) · (000's) · (000's) · (Unaudited)
Cartersville, GABSF3/6/2025 (3)$9,504$9,711$9,720$(9)38,339
Ocoee, FLIRF7/9/202526,50026,36326,519(156)37,151
Auburndale, FL (4)IRF12/2/202528,50028,52528,525—37,151
$64,504$64,599$64,764$(165)112,641
(1) BSF - Behavioral Specialty Facility; IRF - Inpatient Rehabilitation Facility
(2) May include items including, but not limited to, other assets, liabilities assumed, and security deposits.
(3) The date acquired above for the Cartersville, GA property is the date the Company closed on the transaction with the seller. The lease commenced on 4/4/2025.
(4) The Auburndale, FL acquisition was funded with net proceeds from the sale of an inpatient rehabilitation facility in Texas through a like-kind exchange under Section 1031 of the United States Internal Revenue Code.

The following table summarizes the estimated relative fair values of the assets acquired and liabilities assumed in the property acquisitions for the year ended December 31, 2025.

Estimated Fair ValueWeighted AverageUseful Life
(In thousands)(In years)
Land and land improvements$6,83213.4
Building and building improvements57,93249.4
Accounts payable, accrued liabilities and other liabilities acquired(165)
Total cash consideration$64,599

2025 Dispositions

During the year ended December 31, 2025, the Company disposed offive properties. The Company received net proceeds of approximately $32.9 million, including $0.7 million where cash was received subsequent to December 31, 2025, and recognized an aggregate gain on sale, net of impairment and losses, of $11.6 million on the dispositions. Also, during 2025, the Company amended an operating lease on a property that resulted in a sales-type lease. As such, the Company reclassified the net book value of the real estate totaling $3.7 million to a net lease investment in other assets on the Condensed Consolidated Balance Sheet and recognized a gain on sale totaling approximately $1.3 million (see Sales-type leases in Note 3 – Real Estate Leases).

Assets Held for Sale

The Company hadone property classified as assets held for sale as of December 31, 2025 and hadtwo properties classified as assets held for sale as of December 31, 2024. The Company sold a property during 2025 that was classified as held for sale at December 31, 2024. During 2025, the Company recorded impairment charges totaling $1.1 million on an asset classified as held for sale at December 31, 2025 and December 31, 2024, based on the estimated fair value less costs to sell.

The table below reflects the real estate assets classified as assets held for sale as of December 31, 2025 and December 31, 2024.

(Dollars in thousands)December 31, 2025December 31, 2024
Balance Sheet data:
Land$1,047$1,225
Building, improvements, and lease intangibles6,6048,218
7,6519,443
Accumulated depreciation(2,386)(2,688)
Assets held for sale, net$5,265$6,755

2024 Real Estate Acquisitions

During the year ended December 31, 2024, the Company acquired nine real estate properties as detailed in the table below. Upon acquisition, the properties were 99.3% leased in the aggregate with lease expirations through 2039. Amounts recorded in revenues and net income for these properties were approximately $5.2 million and $2.8 million, respectively, and transaction costs totaling approximately $0.7 million were capitalized for the year ended December 31, 2024 relating to these property acquisitions.

LocationProperty Type (1)Date AcquiredPurchase PriceCash ConsiderationReal EstateOther (2)Square Footage
(000's) · (000's) · (000's) · (000's) · (Unaudited)
New Bedford, MALTACH1/31/2024$6,500$6,540$6,547$(7)70,657
Elkton, MDMOB3/25/20244,5004,5784,757(179)19,656
Bemidji, MNMOB3/29/202416,53416,51916,658(139)45,800
Bemidji, MNMOB3/29/20246,6666,6606,717(57)28,900
San Antonio, TXIRF4/16/202423,50023,54723,547—38,009
Camp Hill, PAPC7/22/20246,2006,3086,323(15)20,400
Wentzville, MOPC12/13/20241,4641,4861,564(78)7,900
Shiloh, ILPC12/13/20243,8193,8203,897(77)16,212
Rolling Meadows, ILPC12/19/20242,9422,9103,011(101)13,700
$72,125$72,368$73,021$(653)261,234
(1) LTACH - Long Term Acute Care Hospital; MOB - Medical Office Building; IRF - Inpatient Rehabilitation Facility; PC - Physicians Clinic
(2) Includes items including, but not limited to, other assets, liabilities assumed, and security deposits.

The following table summarizes the estimated relative fair values of the assets acquired and liabilities assumed in the property acquisitions for the year ended December 31, 2024.

Estimated Fair ValueWeighted AverageUseful Life
(In thousands)(In years)
Land and land improvements$9,2418.9
Building and building improvements58,76434.4
Intangibles:
At-market lease intangibles5,0163.9
Above-market lease intangibles1215.0
Below-market lease intangibles(344)2.6
Total intangibles4,793
Accounts receivable and other assets acquired50
Accounts payable, accrued liabilities and other liabilities acquired(338)
Prorated rent, interest and operating expense reimbursement amounts collected(142)
Total cash consideration$72,368

2024 Dispositions

During the year ended December 31, 2024, the Company disposed oftwo properties in Texas and a land parcel adjacent to a property in Georgia. The Company received net proceeds of approximately $2.3 million and recognized an immaterial gain in the aggregate on the dispositions.

NOTE 5. DEBT, NET

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

Balance as of December 31,
(Dollars in thousands) · 2025 · 2024 · Maturity Dates
Credit Facility:
Revolving Credit Facility$258,000$212,00010/29
A-4 Term Loan, net124,749124,6353/28
A-5 Term Loan, net149,450149,3203/30
$532,199$485,955

Credit Facility

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

Amounts outstanding under the Revolving Credit Facility bear interest at a floating rate based on the Company's option, on either: (i) adjusted term SOFR or adjusted daily simple SOFR plus 1.15% to 1.75%, plus a simple SOFR adjustment equal to 0.10% per annum, or (ii) a base rate plus 0.15% to 0.75% in each case, depending upon the Company’s leverage ratio. In addition, the Company is obligated to pay an annual fee equal to 0.20% of the amount of the unused portion of the Revolving Credit Facility if amounts borrowed are greater than 33.3% of the borrowing capacity under the Revolving Credit Facility and 0.25% of the unused portion of the Revolving Credit Facility if amounts borrowed are less than or equal to 33.3% of the borrowing capacity under the Revolving Credit Facility. The Company had $258.0 million outstanding under the Revolving Credit Facility with a borrowing capacity remaining of approximately $142.0 million at December 31, 2025.

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

The Company has entered into interest rate swaps to fix the interest rates on the Term Loans and a portion of the Revolving Credit Facility. At December 31, 2025, the Company had fixed the $275.0 million outstanding under the Term Loans and $75.0 million of the Revolving Credit Facility, which had an aggregate fixed weighted average interest rate under the swaps of approximately 4.7% and 3.8%, respectively. The interest rate swap to fix the interest rates on the portion of the Revolving Credit Facility matures in March 2026. See Note 6 – Derivative Financial Instruments for more details on the interest rate swaps. The floating rate for the $183.0 million of the Revolving Credit Facility not under a swap at December 31, 2025 was approximately 5.4%.

The Company’s ability to borrow under the Credit Facility is subject to its ongoing compliance with a number of customary affirmative and negative covenants, including limitations with respect to liens, indebtedness, distributions, mergers, consolidations, investments, restricted payments and asset sales, as well as financial maintenance covenants. The Company was in compliance with its financial covenants under its Credit Facility as of December 31, 2025.

NOTE 6. DERIVATIVE FINANCIAL INSTRUMENTS

Risk Management Objective of Using Derivatives

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

Cash Flow Hedges of Interest Rate Risk

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

As of December 31, 2025, the Company hadfifteen outstanding interest rate derivatives that were designated as cash flow hedges of interest rate risk for notional amounts totaling $350.0 million, which mature between 2026 and 2030 (see Note 5 – Debt, net for additional details).

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

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

Asset Derivatives Fair Value at December 31,Liability Derivatives Fair Value at December 31,
(in thousands)20252024Balance Sheet Classification20252024Balance Sheet Classification
Interest rate swaps$6,691$17,631Other assets, net$—$—Other liabilities, net

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

Amounts reported in AOCI related to derivatives will be reclassified to interest expense as interest payments are made on the Company’s Term Loans. During the next twelve months, the Company estimates that an additional $3.3 million will be reclassified from AOCI as a decrease to interest expense.

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

The table below details the location in the financial statements of the gain or loss recognized on interest rate derivatives designated as cash flow hedges for the years ended December 31, 2025 and 2024.

For the Year Ended December 31,
(Dollars in thousands)20252024
Amount of unrealized (loss) gain recognized in OCI on derivative$(3,870)$11,625
Amount of gain reclassified from AOCI into interest expense$(7,070)$(10,411)
Total interest expense presented in the Consolidated Statements of Operations in which the effects of the cash flow hedges are recorded$26,978$23,706

Tabular Disclosures of Offsetting Derivatives

The tables below present a gross presentation, the effects of offsetting, and a net presentation of the Company's derivatives as of December 31, 2025 and December 31, 2024. The net amounts of derivative assets can be reconciled to the tabular disclosure of fair value. The tabular disclosure of fair value above provides the location that derivative assets are presented on the Consolidated Balance Sheets. There were no derivative liabilities as of December 31, 2025 and December 31, 2024.

Offsetting of Derivative Assets (as of December 31, 2025)
Gross Amounts Not Offset in the Consolidated Balance Sheets
(in thousands)Gross Amounts of Recognized AssetsGross Amounts Offset in the Consolidated Balance SheetNet Amounts of Assets in the Consolidated Balance SheetsFinancial InstrumentsCash Collateral ReceivedNet Amount
Derivatives$6,691$—$6,691$—$—$6,691
Offsetting of Derivative Assets (as of December 31, 2024)
Gross Amounts Not Offset in the Consolidated Balance Sheets
(in thousands)Gross Amounts of Recognized AssetsGross Amounts Offset in the Consolidated Balance SheetNet Amounts of Assets in the Consolidated Balance SheetsFinancial InstrumentsCash Collateral ReceivedNet Amount
Derivatives$17,631$—$17,631$—$—$17,631

Credit-risk-related Contingent Features

As of December 31, 2025, the Company did not have any derivatives in a net liability position, and had not posted any collateral related to these agreements and was not in breach of any agreement provisions. If the Company terminated these interest rate swaps or breached any of these provisions, it could have been required to settle its obligations under the agreements at their aggregate termination value.

NOTE 7. STOCKHOLDERS' EQUITY

Common Stock

The following table provides a reconciliation of the beginning and ending common stock balances for the years ended December 31, 2025, 2024 and 2023:

For the Year Ended December 31,
(Amounts in thousands)202520242023
Balance, beginning of period28,24227,61325,897
Issuance of common stock—3131,385
Vested RSUs2811—
Restricted stock issued, net of withheld and forfeited201305331
Balance, end of period28,47128,24227,613

ATM Program

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

Under the ATM Program, the Company may issue and sell shares of its common stock, having an aggregate gross sales price of up to $300.0 million, exclusive of shares of common stock sold under its prior agreements with our Agents. The shares of common stock may be sold from time to time through or to one or more of the Agents, as may be determined by the Company in its sole discretion, subject to the terms and conditions of the third amended and restated sales agency agreement and applicable law. In addition, the Company may enter into one or more forward sales agreements under the ATM Program. As of December 31, 2025, the Company had $300.0 million remaining that may be issued under the ATM Program.

The Company's activity under the ATM Program for the years ended December 31, 2025, 2024, and 2023 is detailed in the table below.

For the Year Ended December 31,
(Shares in thousands, except per share amounts)202520242023
Shares issued—3131,385
Net proceeds received (in millions)$—$7.5$44.2
Average gross sales price per share$—$24.38$32.56

Universal Shelf Registration Statement

On February 19, 2025, the Company filed a new non-automatic shelf registration statement on Form S-3 with the Securities and Exchange Commission which became effective on March 14, 2025. The registration statement is for $500.0 million of securities and is effective for three years. Under this registration statement, the Company has the

capacity to offer and sell from time to time various types of securities, including common stock, preferred stock, depository shares, rights, debt securities, warrants and units.

Dividends Declared

During 2025, the Company declared and paid dividends totaling $1.8850 per common share as shown in the table below.

Declaration DateRecord DateDate PaidAmount Per Share
February 13, 2025February 24, 2025March 5, 2025$0.4675
April 24, 2025May 9, 2025May 23, 2025$0.4700
July 24, 2025August 8, 2025August 22, 2025$0.4725
October 23, 2025November 7, 2025November 21, 2025$0.4750

During 2024, the Company declared and paid dividends totaling $1.8450 per common share as shown in the table below.

Declaration DateRecord DateDate PaidAmount Per Share
February 8, 2024February 20, 2024March 1, 2024$0.4575
April 25, 2024May 10, 2024May 24, 2024$0.4600
July 25, 2024August 9, 2024August 23, 2024$0.4625
October 24, 2024November 8, 2024November 22, 2024$0.4650

NOTE 8. INCOME PER COMMON SHARE

The following table sets forth the computation of basic and diluted income per common share. Net income (loss) available to common stockholders excludes dividends paid on participating securities which include restricted stock and time-based RSUs. Dividends accrue but are not paid on unvested performance-based RSUs.

Year Ended December 31,
(Dollars and shares in thousands, except per share data)202520242023
Net income (loss)$5,102$(3,181)$7,714
Participating securities' share in earnings(3,022)(2,795)(2,619)
Net income (loss), less participating securities' share in earnings$2,080$(5,976)$5,095
Weighted Average Common Shares Outstanding
Weighted average common shares outstanding28,39827,99326,649
Unvested restricted shares(1,541)(1,463)(1,447)
Weighted average common shares outstanding–Basic26,85726,53025,202
Weighted average common shares–Basic26,85726,53025,202
Dilutive potential common shares (1)———
Weighted average common shares outstanding –Diluted26,85726,53025,202
Basic Income (Loss) per Common Share$0.08$(0.23)$0.20
Diluted Income (Loss) per Common Share$0.08$(0.23)$0.20
_______________
(1) For the year ended December 31, 2025, 48,779 shares issuable upon vesting of the performance-based restricted stock units granted to certain employees during 2025 and 2024 were not included in dilutive securities as the performance thresholds for vesting of these units were not met as measured as of December 31,2025 and/or because the effect would have been anti-dilutive. For the year ended December 31, 2024, 77,136 shares issuable upon vesting of the performance-based restricted stock units granted to certain employees during 2024 were not included in dilutive securities as the performance thresholds for vesting of these units were not met as measured as of December 31,2024 and because the effect would have been anti-dilutive due to the loss from continuing operations for the year ended December 31, 2024. The Company had no other potentially dilutive securities for the years ended December 31, 2025, 2024, or 2023.

NOTE 9. STOCK INCENTIVE PLANS

2024 Incentive Plan

The 2024 Incentive Plan, as amended, authorized the Company to award 1,150,000 shares of the Company's common stock outstanding at December 31, 2025. Shares issued under the 2024 Incentive Plan are generally subject to long-term, fixed vesting periods of 3 to 8 years. If an employee or director voluntarily terminates his or her relationship with the Company or is terminated for cause before the end of the vesting period, the shares are forfeited. Recipients of restricted stock awards and time-based units have the right to receive dividends and the right to vote the shares. As of December 31, 2025, the Company had granted a total of 473,592 restricted shares or restricted stock units under the Plan Pool as award shares to its employees and directors, with 676,408 authorized shares remaining which had not been granted.

Programs under the 2024 Incentive Plan

Alignment of Interest Program

The Alignment of Interest Program, as amended, authorized the Company to grant 1,000,000 shares of the Company’s common stock to its employees and directors in lieu of the employee's or director's cash compensation (the "Program Pool"), at their election. As of December 31, 2025, the Company had issued a total of 976,853 restricted shares under the Program Pool in lieu of cash compensation to its employees and directors, with 23,147 authorized shares remaining which had not been issued. See Note 16 – Subsequent Events for additional shares authorized under this program in January 2026.

The Company's Alignment of Interest Program is designed to provide the Company's employees and directors with an incentive to remain with the Company and to incentivize long-term growth and profitability. Under the Alignment of Interest Program, employees may elect to defer up to 100% of their base salary and other compensation (certain employees are limited to 50% of their base salary, bonus and any other compensation), and directors may elect to defer up to 100% of their director fee. The number of shares granted will be increased through a Company match depending on the length of the vesting period selected by the employee or director. Employees may select vesting periods of 3 years,5 years, or 8 years, subject to certain retirement eligibility requirements, with a 30%,50%, and 100% Company match, respectively. Directors may select vesting periods of 1 year,2 years, or 3 years, with a 20%,40%, or 60% Company match, respectively.

Executive Officer Incentive Program

The Executive Officer Incentive Program provides for individual and Company performance awards of cash, restricted stock and/orthree-year long term incentive plan (“LTIP”) awards consisting of RSUs. Company performance awards are based on certain Company metrics which may include adjusted funds from operations ("AFFO"), dividend payout ratio, and debt to total capitalization ratio, as applicable.

Non-Executive Officer Incentive Program

The Non-Executive Officer Incentive Program provides for individual and Company performance awards of cash and/or restricted stock. Company performance awards are based on certain Company metrics which may include AFFO, dividend payout ratio, and debt to total capitalization ratio, as applicable.

Restricted Stock Awards

A summary of the activity under the 2024 Incentive Plan and previous 2014 Incentive Plan that expired in 2024 and related information for the years ended December 31, 2025, 2024, and 2023 is included in the table below.

Year Ended December 31,
(dollars and shares in thousands, except per share amounts) · 2025 · 2024 · 2023
Stock-based awards, beginning of year1,5601,3741,708
Stock in lieu of compensation153157141
Stock awards158182220
Total Granted311339361
Vested (1)(349)(152)(692)
Forfeited(4)(1)(3)
Stock-based awards, end of year1,5181,5601,374
Weighted average grant date fair value, per share, of:
Stock-based awards, beginning of year$35.52$36.45$37.43
Stock-based awards granted during the year$17.25$21.69$36.78
Stock-based awards vested during the year$31.06$22.37$35.38
Stock-based awards forfeited during the year$26.16$39.21$43.83
Stock-based awards, end of year$31.89$35.52$36.45
Grant date fair value of shares granted during the year$5,376$7,355$13,220
___________
(1) Vested shares for the twelve months ended December 31, 2025 included the accelerated vesting of 198 thousand shares upon the termination of our former Executive Vice President, Asset Management. Vested shares for the twelve months ended December 31, 2023 included the accelerated vesting of 625 thousand shares upon the passing of our former CEO and President.

The Company had unvested restricted stock-based compensation that had not yet been recognized of approximately $17.1 million and $25.2 million, respectively, at December 31, 2025 and 2024. The vesting periods for the non-vested shares granted during 2025 ranged from 3 to 8 years with a weighted-average amortization period remaining as of December 31, 2025 of approximately 4.75 years. The weighted average amortization period remaining for all unvested grants as of December 31, 2025 was approximately 3.5 years. Compensation expense recognized during the years ended December 31, 2025, 2024, and 2023 from the amortization of the value of shares over the vesting period was approximately $13.4 million, $8.9 million and $20.0 million, respectively, which are included in general and administrative expenses on the consolidated statements of operations.

Accelerated Amortization and Vestings of Restricted Stock

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

The Company's former CEO and President, Timothy Wallace, passed away in March 2023. At the time of his passing, Mr. Wallace had 624,725 shares of restricted stock that had not vested or been fully amortized. In accordance with the terms of his employment agreement, the Company accelerated the vesting of these shares and accelerated the unamortized remaining balance of deferred compensation related to these unvested shares, recognizing an additional $11.8 million of amortization expense in 2023.

Restricted Stock Units

On July 24, 2025, under the 2024 Incentive Plan, the Company granted performance-based and time-based RSUs to its executive officers. These RSUs are forward-looking with athree-year performance period beginning July 1, 2025. The performance-based RSUs were valued by independent specialists utilizing a Monte Carlo simulation to calculate the grant date fair values of $15.25 per share for the Absolute TSR RSUs and $18.16 per share for the Relative TSR RSUs. The grant date fair value of the time-based RSUs was based on the Company's stock price on the grant date of $16.40. The combined weighted average grant date fair value of the RSUs granted was $16.59 per share. The following assumptions were used in valuing the performance-based RSUs:

Volatility31.0%
Dividend assumption8.3%
Expected term3 years
Risk-free rate3.9%
Stock price (per share)$16.40

A summary of the Company's RSU activity during thetwelve months ended months ended December 31, 2025, 2024 and 2023, respectively, is included in the table below, as well as compensation expense recognized from the amortization of the value of RSUs over the applicable vesting periods, included in general and administrative expenses on the Consolidated Statements of Operations.

Year Ended December 31,
(Dollars and RSUs in thousands) · 2025 · 2024 · 2023
Restricted Stock Units, beginning of period123——
Absolute TSR Performance-based RSUs granted (1)3657—
Relative TSR Performance-based RSUs granted (1)3543—
Time-based RSUs granted (2)3934—
Total RSUs granted110134—
Vested RSUs (2)(28)(11)—
Restricted Stock Units, end of period205123—
Amortization expense$1,455$1,118$—
Grant Date Value Remaining at period end to be Amortized During the Performance Period$1,826$1,453$—
Weighted average grant date fair value of:
Stock-based units, beginning of year$18.56$—$—
Stock-based units granted during the year$16.59$19.24$—
Stock-based units vested during the year$21.32$26.62$—
Stock-based units, forfeited during the year$—$—$—
Stock-based units, end of year$17.12$18.56$—
Grant date fair value of units granted during the year$1,827$2,570$—
______________
(1) The number of Performance-based RSUs granted were based on target levels. These RSUs will vest or will be forfeited based on the performance level achieved at the end of the respective three-year performance period on June 30, 2026 and June 30, 2028.
(2) The number of time-based RSUs granted were based on target levels and vest ratably on June 30 of each year of the respective three-year periods ending June 30, 2026 and 2028, provided the recipient remains continuously employed by the Company on each such date.
(3) Vested shares for the twelve months ended December 31, 2025 included the accelerated vesting of 18 thousand shares upon the termination of our former Executive Vice President, Asset Management.

The Company had nonvested stock unit-based compensation that had not yet been recognized of approximately $1.8 million and $1.5 million at December 31, 2025 and 2024, respectively; there wasno unrecognized stock-unit based compensation at December 31, 2023. The restricted stock units granted on July 24, 2025, with a performance/service period beginning July 1, 2025, had remaining vesting periods ranging from 1 year to 3 years. At December 31, 2025, the weighted-average amortization period remaining of the restricted stock units was approximately 2.2 years. The weighted average amortization period remaining for all unvested grants as of December 31, 2025 was approximately 1.7 years. Compensation expense recognized during the years ended December 31, 2025 and 2024 from the amortization of the value of restricted stock units over the vesting period was approximately $1.5 million and $1.1 million respectively, which is included in general and administrative expenses on the Consolidated Statements of Operations. Amortization expense for the year ended December 30, 2025 includes accelerated amortization totaling $0.2 million related to a termination during the second quarter, discussed in more detail above. There wasno amortization expense related to restricted stock units during the year ended December 31, 2023.

401(k) Plan

The Company maintains a 401(k) plan that allows eligible employees to defer salary, subject to certain limitations imposed by the Internal Revenue Code. The Company provides a matching contribution of up to 3.5% of each eligible employee’s salary, subject to certain limitations. The Company’s matching contributions were approximately $0.2 million for each of the years ended December 31, 2025, and 2024, and 2023.

NOTE 10. OTHER ASSETS, NET

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

December 31,
(Dollars in thousands)20252024
Straight-line rent receivables, net$22,987$20,426
Sales-type lessor receivables7,8943,012
Fair value of interest rate swaps6,69117,631
Leasing commissions, net5,2534,104
Deferred financing costs, net2,9473,725
Accounts and interest receivables, net2,5854,138
Financing lease right-of-use assets2,3682,427
Mortgage note receivable2,0002,000
Notes receivable, net of credit loss reserve1,83015,727
Prepaid assets1,5471,666
Above-market intangible assets, net1,3071,932
Operating lease right of use assets667698
Other1,163616
$59,239$78,102

Other assets included the following notes and mortgage notes receivable. Interest on these notes is included in Other operating interest on the Company's Consolidated Statements of Operations.

During 2025, a note receivable with an original balance of $15.0 million, secured by all assets and ownership interests inseven long-term acute care hospitals andone inpatient rehabilitation hospital owned by the borrower, was paid in full, along with interest through its maturity date of December 31, 2025. The balance on the note at December 31, 2024 was $3.0 million.

At December 31, 2025, notes receivable also included a $17.0 million term loan and a $2.7 million revolving credit facility, as amended, secured by assets and ownership interests ofsix geriatric behavioral hospitals and affiliated companies all of which are co-borrowers on the loans. At December 31, 2025, the Company had an unfunded commitment of $5.8 million on the revolving credit facility. The term loan bears interest at 9% per annum, with interest only payments due until the addition of quarterly installments of principal payments due beginning

March 31, 2026. The term loan facility matures on December 31, 2032. The revolving credit facility bears interest at 9% per annum and matures on March 31, 2026. The term loan, the revolving credit facility and the additional commitment all include 3% per annum non-cash interest charge that is due and payable upon the earlier of the repayment or maturity of each note.

In 2024, the Company determined that the collectability of the term loan and revolver loan was not reasonably assured. The Company prepared a valuation of the notes based on the estimated fair value of the underlying collateral, requiring management to determine certain assumptions used for the estimation of fair value, including the determination of adjusted EBITDA and the selected EBITDA multiple range. As a result, the Company recorded an $11.0 million credit loss reserve on the notes receivable and placed the notes on non-accrual status and reversed approximately $1.4 million of interest receivables.

In 2025, the tenant entered into a letter of intent with a potential buyer for the sale of its business. Based on the terms in the letter of intent, the Company determined that the collectability of the remaining outstanding note and interest receivable balances were not reasonably assured and the Company recognized an additional credit loss reserve for the remaining balances of the notes, totaling approximately $8.7 million and reserved the remaining outstanding interest receivables totaling approximately $1.7 million.

At December 31, 2025, notes receivable included a $2.0 million construction mortgage loan with a developer which is secured by the land, improvements, and personal property. The mortgage loan, which bears interest at 10% per annum, is interest only until the principal is due, which is at the earlier of (i) the sale of the property or (ii) August 15, 2027.

At December 31, 2025, notes receivable also included a revolving credit facility with a borrower and a $1.8 million remaining balance. The revolving credit facility will be repaid in monthly installments of $50,000 through the maturity date of April 1, 2027. The revolving credit facility bears interest at 9% per annum, as well as 3% non-cash interest that is due and payable upon the earlier of the repayment or maturity of the note.

The Company identified the borrowers of these notes as variable interest entities ("VIEs"), but management determined that the Company was not the primary beneficiary of the VIEs because we lack either directly or through related parties any material impact in the activities that impact the borrowers' economic performance. We are not obligated to provide support beyond our stated commitment to the borrowers, and accordingly our maximum exposure to loss as a result of this relationship is limited to the amount of our outstanding notes receivable. The VIEs that we have identified at December 31, 2025 and 2024 are summarized in the table below.

December 31, 2025December 31, 2024
ClassificationCarrying Amount (in thousands)Maximum Exposure to Loss (in thousands)Carrying Amount (in thousands)Maximum Exposure to Loss (in thousands)
Note receivable (term loan)$—$—$3,000$3,000
Notes receivable (revolving credit facility and term loan) (1)$—$—$10,547$10,547
Note receivable (mortgage note)$2,000$2,000$2,000$2,000
Note receivable (revolving credit facility)$1,830$1,830$2,180$2,180
______________
(1) Net of $19.7 million credit loss reserve in 2025 and $11.0 million credit loss reserve in 2024.

NOTE 11. OTHER LIABILITIES, NET

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

December 31,
(Dollars in thousands)20252024
Prepaid rent$6,034$6,504
Security deposits2,5962,975
Below-market lease intangibles, net1,5832,359
Financing lease liability3,2463,262
Operating lease liability750763
Other37491
$14,246$16,354

NOTE 12. INTANGIBLE ASSETS AND LIABILITIES

The Company has deferred financing costs and various real estate acquisition lease intangibles included in its Consolidated Balance Sheets as of December 31, 2025 and 2024 as detailed in the table below. The Company did not have any indefinite lived intangible assets or liabilities as of December 31, 2025 and 2024.

Gross Balance at December 31, · Accumulated Amortization at December 31, · Weighted AverageRemaining Life (Years)
(Dollars in thousands) · 2025 · 2024 · 2025 · 2024 · Balance Sheet Classification
Deferred financing costs-Revolving Credit Facility (1)$6,647$6,647$3,700$2,9223.8Other assets, net
Deferred financing costs-Term Loans (1)1,7401,7409406963.6Debt, net
Deferred financing costs-Mortgage Note Payable (1)—108—108n/aDebt, net
Above-market lease intangibles (2)3,8884,0342,5812,1024.7Other assets, net
Below-market lease intangibles (2)(5,798)(5,865)(4,215)(3,506)4.0Other liabilities, net
At-market lease intangibles (3)105,489107,37792,18884,6113.4Real estate properties
Total intangibles$111,966$114,041$95,194$86,9333.9
_______________
(1) Amortization expense is included in interest expense on the Consolidated Statements of Operations.
(2) Amortization expense is included in rental income on the Consolidated Statements of Operations.
(3) Amortization expense is included in depreciation and amortization on the Consolidated Statements of Operations.

For the years ended December 31, 2025, 2024 and 2023, the Company recognized approximately $9.6 million, $10.6 million, and $11.5 million, respectively, of net intangible amortization expense.

Expected future amortization, net, for the next five years of the Company's intangible assets and liabilities, in place as of December 31, 2025 are included in the table below.

(in thousands)Amortization, net
2026$6,522
2027$4,128
2028$2,587
2029$2,022
2030$883

NOTE 13. COMMITMENTS AND CONTINGENCIES

Tenant Improvements

The Company may provide tenant improvement allowances in new or renewal leases for the purpose of refurbishing or renovating tenant space. The Company may also assume tenant improvement obligations included in leases acquired in its real estate acquisitions. As of December 31, 2025 and 2024, the Company had approximately $28.8 million and $26.5 million, respectively, in commitments for tenant improvements. At December 31, 2025 three of these projects, totaling $8.0 million, represented redevelopment projects of the buildings into different healthcare uses backed by long-term leases. At December 31, 2024 four of these projects, totaling $11.1 million, represented redevelopment projects of the buildings into different healthcare uses backed by long-term leases.

Capital Improvements

The Company has entered into contracts with various vendors for various capital improvement projects related to its portfolio. As of December 31, 2025 the Company had commitments of approximately $2.0 million in commitments for capital improvement projects; three of these projects totaling $0.9 million, represent redevelopment projects of the buildings into different healthcare uses backed by long-term leases. As of December 31, 2024, the Company had approximately $2.0 million in commitments for capital improvement projects; four of these projects totaling $0.3 million, represent redevelopment projects of the buildings into different healthcare uses backed by long-term leases.

Legal Proceedings

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

NOTE 14. FAIR VALUE OF FINANCIAL INSTRUMENTS

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

Cash and cash equivalents - The carrying amount approximates the fair value.

Notes and mortgage notes receivable - The fair value of these notes was estimated using cash flow analyses which are based on an assumed market rate of interest and are classified as Level 2 in the hierarchy.

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

Borrowings under our Credit Facility - The carrying amount approximates the fair value because the borrowings are based on variable market interest rates, which are classified as Level 2 in the hierarchy.

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

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

December 31, 2025 · December 31, 2024
(Dollars in thousands) · Carrying Value · Fair Value · Carrying Value · Fair Value
Notes and mortgage note receivable, level 2 (1)$3,830$3,964$7,180$7,248
Notes receivable, net of credit loss (1)(2)$—$—$10,547$10,547
Interest rate swap asset$6,691$6,691$17,631$17,631
_______________
(1) During 2025 and 2024, the Company recorded $8.7 million and $11.0 million, respectively, in credit loss reserves related to the notes receivable with one borrower/tenant and in 2024 moved from measuring fair value utilizing Level 2 inputs to Level 3 inputs, based on its estimated value of the underlying collateral. The table below summaries change in Level 3 classification for the years ended December 31, 2025 and 2024.
(2) Calculated utilizing Level 3 inputs at December 31, 2025 and 2024. See the table below for Level 3 activity for the years ended December 31, 2025 and 2024.
Level 3 Input Activity
For the Year Ended December 31,
Notes Receivable: · 2025 · 2024
Beginning fair value$10,547$—
Payments(1,875)—
Transfers from Level 2 to Level 3—21,547
Credit loss reserve(8,672)(11,000)
Ending fair value$—$10,547

NOTE 15. OTHER DATA

Taxable Income

The Company has elected to be taxed as a REIT, as defined under the Code. To qualify as a REIT, the Company must meet a number of organizational and operational requirements, including a requirement that it currently distribute at least 90% of its taxable income to its stockholders. The Company has also elected thattwo of its subsidiaries be treated as a TRS, which are subject to federal and state income taxes. All entities other than the TRS subsidiaries are collectively referred to as "the REIT" within this Note 15 – Other Data.

The REIT generally will not be subject to federal income tax on taxable income it distributes currently to its stockholders. Accordingly, no provision for federal income taxes for the REIT has been made in the accompanying Consolidated Financial Statements; however, the Company may record income tax expense or benefit for its TRSs to the extent applicable. If the REIT fails to qualify as a REIT for any taxable year, then it will be subject to federal income taxes at regular corporate rates, including any applicable alternative minimum tax, and may not be able to qualify as a REIT for four subsequent taxable years. Even if the REIT continues to qualify as a REIT, it may be subject to certain state and local taxes on its income and property and to federal income and excise tax on its undistributed taxable income.

Income tax expense and income tax payments, net of refunds, are as follows for the years ended December 31, 2025, 2024, and 2023.

Year Ended December 31,
(Dollars in thousands)202520242023
Current
Federal$35$—$—
State119145106
Total current154145106
Deferred
Federal17—230
State6—76
Total deferred23—306
Total income tax expense$177$145$412
Year Ended December 31,
(Dollars in thousands)202520242023
Federal income tax payments, net of refunds$20$—$—
State income tax payments, net of refunds:
Texas1038776
Other states71064
Total state income tax payments, net of refunds11019380
Total income tax payments, net of refunds$130$193$80

Income tax expense primarily relates to permanent differences between federal, state and local taxable income resulting from Texas and other state and local jurisdictions wholly or partially disallowing the deduction for dividends paid allowed at the federal level and temporary differences resulting from the bases of assets and liabilities of the Company's TRSs related to deferred compensation and administrative service fees for financial reporting purposes and the bases of those assets and liabilities for income tax purposes.

A reconciliation of the Company's effective income tax expense or benefit and its effective tax rate to the income tax expense or benefit resulting from the application of the federal corporate statutory tax rate to the Company's income before income taxes and applicable reconciling items for the years ended December 31, 2025, 2024, and 2023 is as follows:

Year Ended December 31,
(Dollars in thousands)202520242023
AmountRateAmountRateAmountRate
Income tax at statutory rate$1,10821.0%$(638)(21.0)%$1,70721.0%
State and Local Income Taxes (1)$1252.4%$1454.8%$1822.2%
Change in Valuation Allowance$(605)(11.5)%$(166)(5.5)%$7359.0%
Nontaxable or Nondeductible items
Officers' compensation$1,07920.4%$2137.0%$4,66257.4%
Deficit/(excess) benefit from stock based compensation$1,07020.3%$(28)(0.9)%$(136)(1.7)%
Earnings distributed to shareholders$(2,608)(49.4)%$60119.8%$(6,757)(83.1)%
Other Adjustments$80.2%$180.6%$190.2%
Total income tax expense$1773.4%$1454.8%$4125.0%
_______________
(1) State taxes in Texas accounted for 81%, 72%, and 48% of the tax effect of this category for the years ended December 31, 2025, 2024, and 2023. State taxes in Ohio and Tennessee, collectively, accounted for 49% of the tax effect for the year ended December 31, 2023.

The tax effect of temporary differences included in the net deferred tax assets or liabilities at December 31, 2025 and 2024 are as follows:

December 31,
(Dollars in thousands) · 2025 · 2024
Deferred tax assets
Deferred stock-based compensation$5,634$6,059
Net operating losses1,6511,776
Depreciation and amortization6876
Prepaid expenses—21
Total deferred tax assets7,3537,932
Valuation allowance(1,370)(1,975)
Deferred tax assets, net5,9835,957
Deferred tax liabilities
Deferred administrative services fee(5,983)(5,945)
Prepaid expenses(23)(12)
Deferred tax liabilities(6,006)(5,957)
Net deferred tax liabilities$(23)$—

The Company has federal net operating loss carryforwards in the aggregate amount of $6.3 million that do not expire. Additionally, the Company has state net operating loss carryforwards in the aggregate amount of $6.4 million that expire from 2035 to 2038.

The Company is subject to audit by the Internal Revenue Service and by state taxing authorities for the years ended December 31, 2024, 2023, and 2022. There are no periods currently under examination by any jurisdiction.

Characterization of Distributions (unaudited)

Earnings and profits (as defined under the Code), the current and accumulated amounts of which determine the taxability of distributions to stockholders, vary from net income attributable to common stockholders and taxable income because of different depreciation recovery periods, depreciation methods, and other items. Distributions in excess of earnings and profits generally constitute a return of capital. The following table shows the characterization of the distributions on the Company's common stock for the years ended December 31, 2025, 2024 and 2023. No preferred shares have been issued by the Company andno dividends have been paid to date relating to preferred shares.

2025 · 2024 · 2023
Per Share · % · Per Share · % · Per Share · %
Common stock:
Ordinary income$1.12684259.8%$1.41555676.7%$1.56946987.0%
Return of capital$0.75815840.2%$0.42944423.3%$0.23553113.0%
Common stock distributions$1.885000100.0%$1.845000100.0%$1.805000100.0%

NOTE 16. SUBSEQUENT EVENTS

Dividend Declared

On February 12, 2026, the Company’s Board of Directors declared a quarterly common stock dividend in the amount of $0.4775 per share. The dividend is payable on March 4, 2026 to stockholders of record on February 23, 2026.

Restricted Stock Issuances

On January 15, 2026, pursuant to the Fourth Amended and Restated Alignment of Interest Program, the Company granted 101,305 shares of restricted common stock to its employees, in lieu of salary, that will cliff vest between 3 and 8 years. Of the shares granted,60,456 shares of restricted stock were granted in lieu of compensation from the program pool and 40,849 shares of restricted stock were awards granted from the plan pool. Also, on January 15, 2026, pursuant to the Second Amended and Restated Non-Executive Officer Incentive Program, the Company granted 18,103 shares of restricted stock to certain employees that will cliff vest in 5 years.

Amendment No. 2 to Fourth Amended and Restated Alignment of Interest Program

On January 5, 2026, the Board of Directors of the Company adopted the Second Amendment to the Fourth Amended and Restated Alignment of Interest Program, which reserves an additional 500,000 restricted shares of the Company's common stock, $0.01 par value per share, in the Program Pool under the Alignment of Interest Program for issuance to the Company’s employees, officers and directors in lieu of such employee’s, officer’s or director’s cash compensation.

Asset Disposition

On February 12, 2026, the Company sold the property classified as an asset held for sale at December 31, 2025 and received net proceeds of approximately $5.2 million.

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