v3.26.1
Equity
3 Months Ended
Mar. 31, 2026
Equity  
Equity

13.

Equity

Non-controlling Interests. We have entered into partnerships to develop and/or own real estate. Given that our limited members do not have substantive kick-out rights, liquidation rights, or participation rights, we have concluded that the partnerships are VIEs. As we exercise power over and receive benefits from the VIEs, we are considered the primary beneficiary. Accordingly, we consolidate the VIEs and record the non-controlling interests on our Consolidated Balance Sheets.

As of March 31, 2026, we have the following consolidated VIEs (in thousands):

Gross

Investment

Property

Consolidated

Non-Controlling

Year

Purpose

Type

State

Assets (1)

Interests

2024

Own real estate

SH

NC/SC

$

122,460

$

58,010

2024

Own real estate

SH

NC

41,000

3,015

2023

Own real estate

SH

OH

54,942

9,134

2023

Own real estate

SH

NC

123,397

2,916

Total

$

341,799

$

73,075

(1)Includes the total real estate investments and excludes intangible assets.

During the three months ended March 31, 2026, a lessee, which was also our joint venture partner in a VIE for which we were the primary beneficiary, exercised its purchase option and acquired three skilled nursing centers owned by the JV. The centers have a total of 299 beds and are located in Florida

with an aggregate gross book value of $76,545,000. Our JV partner’s non-controlling interest contribution was $14,325,000. As a result, this VIE is not listed in the table above.

Common Stock. We have an equity distribution agreement (the “Equity Distribution Agreement”) to offer and sell, from time to time, up to $400,000,000 in aggregate offering price of shares of our common stock. The Equity Distribution Agreement provides for sales of common shares to be made by means of ordinary brokers’ transactions, which may include block trades, or transactions that are deemed to be “at the market” offerings.

During the three months ended March 31, 2026, we sold 1,145,565 shares of common stock for $43,412,000 in net proceeds under our Equity Distribution Agreement. In conjunction with the sale of common stock, we incurred $550,000 of costs associated with this agreement, which have been recorded in additional paid in capital as a reduction of proceeds received. At March 31, 2026, we had $244,548,000 available under the Equity Distribution Agreement. Subsequent to March 31, 2026, we sold 1,402,933 shares of common stock for $51,917,000 in net proceeds under our Equity Distribution Agreement. Accordingly, as of May 6, 2026, we have $192,353,000 available under the Equity Distribution Agreement.

During the three months ended March 31, 2025, we sold 238,100 shares of common stock for $8,485,000 in net proceeds under our Equity Distribution Agreement. In conjunction with the sale of common stock, we incurred $74,000 of costs associated with this agreement, which have been recorded in additional paid in capital as a reduction of proceeds received.

During the three months ended March 31, 2026 and 2025, we acquired 149,745 and 138,010, respectively, shares of common stock held by employees who tendered owned shares to satisfy tax withholding obligations.

Available Shelf Registration. We have an automatic shelf registration statement on file with the SEC, and currently have the ability to file additional automatic shelf registration statements, to provide us with capacity to publicly offer an indeterminate amount of common stock, preferred stock, warrants, debt, depositary shares, or units. We may from time to time raise capital under our automatic shelf registration statement in amounts, at prices, and on terms to be announced when and if the securities are offered. The specifics of any future offerings, along with the use of proceeds of any securities offered, will be described in detail in a prospectus supplement, or other offering materials, at the time of the offering. Our shelf registration statement expires in November 2027.

Distributions. We declared and paid the following cash dividends (in thousands):

Three Months Ended March 31, 

2026

2025

Declared

Paid

Declared

Paid

Common Stock (1)

$

29,171

(2)

$

29,171

(2)

$

27,259

(3)

$

27,259

(3)

(1)Represents $0.19 per share per month for the three months ended March 31, 2026 and 2025.

(2)Includes $1,301 of distribution related to vesting of the performance-based stock units.

(3)Includes $1,236 of distribution related to vesting of the performance-based stock units.

In April 2026, we declared a monthly cash dividend of $0.19 per share on our common stock for the months of April, May and June 2026, payable on April 30, May 29 and June 30, 2026, respectively, to stockholders of record on April 22, May 21, and June 22, 2026, respectively.

Stock-Based Compensation. During 2021, we adopted and our shareholders approved the 2021 Equity Participation Plan (“the 2021 Plan”) which replaces the 2015 Equity Participation Plan (“the 2015 Plan”). Under the 2021 Plan, 1,900,000 shares of common stock have been authorized and reserved for awards, less one share for every one share that was subject to an award granted under the 2015 Plan after December 31, 2020 and prior to adoption. In addition, any shares that are not issued under outstanding awards under the 2015 Plan because the shares were forfeited or cancelled after December 31, 2020 will be added to and again be available for awards under the 2021 Plan. Under the 2021 Plan, the shares were authorized and reserved for awards to officers, employees, non-employee directors and consultants. The terms of the awards granted under the 2021 Plan and the 2015 Plan are set by our compensation committee at its discretion. Beginning in the first quarter of 2024, we entered into Performance Stock Unit Award Agreements, based upon absolute and relative total shareholder return, under the 2021 Plan.

The following table summarizes our restricted stock activity for the three months ended March 31, 2026 and 2025:

Three Months Ended March 31,

Shares

Weighted Average Price

2026

2025

2026

2025

Outstanding, January 1

270,701

301,209

$

33.75

$

33.18

Granted

129,984

113,790

$

38.92

$

34.88

Vested

(125,176)

(136,292)

$

33.98

$

34.18

Outstanding, March 31

275,509

278,707

$

36.09

$

33.63

During the three months ended March 31, 2026 and 2025, 170,827 and 163,221 performance-based stock units vested, respectively.

During the three months ended March 31, 2026 and 2025, we granted restricted stock and performance-based stock units under the 2021 Plan as follows:

Grant Date

Fair Value

No. of 

per

Year

Shares/Units

Share

Reward Type

Vesting Period

2026

129,984

$

38.92

Restricted stock

ratably over 3 years

62,247

$

36.63

Performance-based stock units

TSR targets (1)

55,870

$

40.81

Performance-based stock units

TSR targets (2)

248,101

2025

113,790

$

34.88

Restricted stock

ratably over 3 years

52,666

$

33.37

Performance-based stock units

TSR targets (1)

48,535

$

36.21

Performance-based stock units

TSR targets (2)

214,991

(1)Vesting is based on achieving certain total shareholder return (“TSR”) targets in three years.

(2)Vesting is based on achieving certain TSR targets relative to the TSR of a predefined peer group in three years.

Compensation expense recognized related to the vesting of restricted common stock and performance-based stock units for the three months ended March 31, 2026 and 2025 was $2,064,000 and $2,253,000, respectively. Accordingly, the remaining compensation expense to be recognized related to the future service period of unvested outstanding restricted common stock and performance-based stock units are as follows (in thousands):

Remaining

Compensation

Vesting Date

Expense

April-December 2026

$

6,495

2027

6,105

2028

3,529

2029

534

Total

$

16,663