NOTE 4.    Investments in Unconsolidated Joint Venture

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As of December 31, 2025, the Company held a 53.5% ownership interest in the JV that was comprised of 19 senior housing communities and was accounted for under the equity method. The remaining 46.5% interest was held by a sovereign wealth fund (“SWF”). As of December 31, 2025, the carrying value of the JV was $313 million. In January 2026, the Company acquired its joint venture partner’s 46.5% interest for $312 million, resulting in consolidation of the 19 senior housing communities (see Note 3).

The following table summarizes the Company’s equity method investment (in thousands):

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NOTE 4.    Investment in Unconsolidated Joint Venture

As of December 31, 2025 and 2024, the Company owned a 53.5% interest in the JV that was comprised of 19 senior housing communities and was accounted for under the equity method. The remaining 46.5% interest was held by a sovereign wealth fund (“SWF”). This entity was not consolidated because the Company did not control the joint venture through its voting rights, as major decisions required approval by both joint venture partners and neither the Company, nor its joint venture partner, had kick-out rights. As of December 31, 2025 and 2024, the carrying value of the JV was $313 million and $323 million, respectively.

In January 2026, the Company acquired the remaining 46.5% interest in the JV for $312 million. Soon after the completion of this acquisition in January 2026, the Company entered into operator transition agreements to transition certain of its senior housing properties from Brookdale Senior Living (“Brookdale”) to Ciel Senior Living and Pegasus Senior Living (the “operator transition”). In connection with the operator transition, the Company will be required to pay a termination fee of approximately $2.5 million to Brookdale.

The following table summarizes the Company’s equity method investment (in thousands):

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At December 31, 2025 and 2024, the aggregate unamortized basis difference of the Company’s investment in the JV was $3 million and $4 million, respectively, and was primarily attributable to the difference between the amount for which the Company purchased its interest and the historical carrying value of the net assets of the joint venture. The difference is amortized over the remaining useful lives of the related assets and is included in equity income (loss) from unconsolidated joint venture.

For the years ended December 31, 2025 and 2024, the Company determined that the JV was significant under Rule 4-08(g) of Regulation S-X. The following tables include summarized financial information for the JV as of and for the years ended December 31, 2025 and 2024 (in thousands):

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