8. SALE OF ATL/WARR AND PROVIDENCE HR

January 2026 Sale of Assets

On December 5, 2025, the Company entered into a letter of intent to sell certain wholly-owned subsidiaries (collectively the “Sellers”) of the “Company ATL/WARR, LLC and PROVIDENCE HR, LLC, each a Georgia limited liability company, consummated a definitive Purchase and Sale Agreement (“ January 2026 PSA”) with GA SNF SPARTA GA LLC and GA SNF WARRENTON GA LLC, both limited liability companies in exchange for $13.2 million in cash.

During the fourth quarter of 2025, the Company reclassified $4.0 million of long lived assets and $5.5 million of debt and $0.6 million in accounts payable attributed to the January 2026 PSA related to the sale of the Company’s two Georgia facilities. The Company measured the assets held for sale at the lower of their carrying value or fair value less the estimated costs to sell.

In January 2026 the Company sold the two Georgia facilities for gross proceeds of $13.2 million and recognized a gain on sale of assets of $8.9 million.

A summary of the sale is as follows:

SCHEDULE OF SALE OF SUBSIDIARIES

As part of the sale of the properties, the Company recorded a gain on the sale of the properties. A summary of the gain is as follows:

SCHEDULE OF GAIN ON SALE OF PROPERTY