The accompanying unaudited condensed consolidated financial statements have been prepared in accordance with United States (“U.S.”) generally accepted accounting principles (“GAAP”) for interim financial statements. In our opinion, these condensed consolidated financial statements reflect all adjustments, including normal recurring adjustments, necessary for a fair presentation. Interim results of operations are not necessarily indicative of the results that may be achieved for a full year. These condensed consolidated financial statements and related notes do not include all information and notes required by GAAP for annual reports. These interim condensed consolidated financial statements should be read in conjunction with the audited consolidated financial statements and accompanying notes included in our Annual Report on Form 10-K for the year ended December 31, 2025 that was filed with the Securities and Exchange Commission (“SEC”).

If we conclude that we are the primary beneficiary of a VIE, we consolidate the entity. The designation of an entity as a VIE is reassessed upon certain events, including but not limited to including (i) a change in the contractual arrangements of the entity or in the ability of a party to exercise its participation or kick-out rights, (ii) a change to the capitalization structure of the entity or (iii) acquisitions or dispositions of interests in the entity that constitute a change in control. Reference Note 17 for additional information on our VIEs.

We use the equity method of accounting when we own an interest in an entity over which we can exert significant influence but cannot control the entity’s operations. We discontinue the equity method of accounting if our investment in an entity, including our net advances to the entity, is reduced to zero, except in those instances in which we have guaranteed the obligations of the entity or are otherwise committed to provide further financial support to the entity. Reference Note 6 for additional information on our equity method investment.

Certain prior year amounts in these condensed consolidated financial statements and accompanying notes have been reclassified to conform with the presentation in the current periods. We made reclassification adjustments to certain line items within our condensed consolidated balance sheet and within operating cash flows on our condensed consolidated statement of cash flows.

We conduct our business and evaluate the operating performance of our business through two reportable segments. In our Real Estate Investments segment, we invest in SHOs and medical facilities and lease these properties to third-party healthcare operators. In addition, we enter into financing arrangements with our tenants, or their affiliates, and other third-party healthcare operators which are primarily used to fund their acquisitions, construction projects and other operating needs. In our SHOP segment, we invest in SHOs and utilize third-party managers to operate these properties on our behalf.

We generate rental income from the real estate properties in our Real Estate Investments segment pursuant to leases between us and the tenants who operate these properties. These leases are typically triple-net operating leases with fixed annual rent escalators. We recognize the contractual amounts of base rental income from a tenant lease using the straight-line method over the initial term of the lease, subject to a collectability assessment. Certain of our tenant leases provide for additional contingent rent based on a percentage of the tenant’s revenues exceeding a specified base amount or threshold defined in the lease agreement. We recognize contingent rent as rental income beginning in the period in which the tenant’s actual reported revenues exceed the applicable base amount or threshold.

Our triple-net lease agreements include terms that require our tenants to pay the property taxes and insurance of the respective leased properties either directly to the third-party providers or as a reimbursement to us. Under Financial Accounting Standards Board’s (“FASB”) Accounting Standards Codification (“ASC”) 842, Leases (“ASC 842”), we elected the lessor practical expedient to combine lease and non-lease components of our tenant leases and determined the lease component is the predominant component. As a result, we recognize both the contractual amounts of rent due to us and tenant reimbursements of property taxes and insurance as rental income in our condensed consolidated statements of income in accordance with ASC 842. The corresponding expenses for property taxes and insurance are recognized in taxes and insurance on leased properties in our condensed consolidated statements of income.

Pursuant to the terms of individual lease agreements, we may make certain payments to our tenants that are treated as lease incentives. Lease incentives are capitalized and recognized in other assets, net, on our condensed consolidated balance sheets. Amortization of lease incentives is recognized over the respective lease terms as a reduction of rental income. Certain of our lease incentives are inducements subject to a contingent event. We recognize contingent lease inducements in the period in which the uncertainty associated with the contingent consideration becomes probable that it will be subsequently resolved and that a significant reversal of amounts recognized in revenues is not likely to occur.

We assess the collectability of lease payments due from tenants on a regular basis taking into consideration factors such as a change in the tenant’s payment history, the current financial condition of the tenant, other new business or market conditions that may affect the tenant’s operations and changes in economic conditions in the geographical areas where the tenant operates. In the event that we determine the future collectability of substantially all lease payments of a tenant are no longer probable, we write off the related accounts receivable and straight-line rents receivable in the period in which this determination becomes known as a reduction of rental income and begin recognizing rental income from the tenant on a cash basis. Any recoveries of previously written-off accounts receivable are recognized as rental income in the period payment is received. Reference the “Cash Basis Tenants” section in Note 5.

We generate resident fees and services revenues from the SHOs in our SHOP segment pursuant to independent agreements for each residential unit at these communities. These revenues include resident room and care charges, community fees and other charges for optional services available to the residents. Resident agreements generally have terms of 30 days to one year and are cancelable by the resident with 30-days notice. Under ASC 842, we elected the lessor practical expedient to combine lease and non-lease components of our resident agreements and determined the non-lease component is the predominant component. As a result, we recognize revenues from resident fees and services when the performance obligations have been met in accordance with ASC 606, Revenue Recognition from Contracts with Customers (“ASC 606”). We typically bill residents a fixed monthly fee at the beginning of each month for room fees and general care services. Certain of the more individualized need-based and optional services are billed to residents monthly in arrears. Community fees are billed to residents upon move-in and recognized as revenue over periods of less than two years.

We recognize interest income as earned based on the interest rates and principal amounts outstanding on our mortgage and other notes receivable. Accrued interest on mortgage and other notes receivable is included in other assets, net, on our condensed consolidated balance sheets. We assess the collectability of our mortgage and other notes receivable on a regular basis taking into consideration factors such as the borrower’s timeliness of required payments, the borrower’s current financial condition and the borrower’s compliance with other covenants and terms of the loan agreement. If we conclude that a loan has become non-performing, we place it on non-accrual status in the period in which it becomes known and probable that the borrower cannot pay the contractual amounts due to us. A non-performing loan is returned to accrual status if the borrower becomes contractually current on payments and we believe that all future principal and interest payments will be received from the borrower in accordance with the terms of the loan agreement. Reference the “Non-Performing Notes” section in Note 4.

Our investments in real estate properties are accounted for as asset acquisitions. We allocate the purchase price, including transaction costs, to the identifiable tangible and intangible assets acquired based on the relative fair values of the assets as of the acquisition date. Contingent consideration deemed to be probable at the acquisition date, if any, is also included in the purchase price allocation if the uncertainty associated with the contingent consideration has been resolved and a significant reversal of amounts recognized is not likely to occur.

We use the straight-line method of depreciation for buildings over their estimated useful lives ranging from 30 years to 40 years and building improvements over their estimated useful lives ranging from five years to 25 years. Intangible assets related to the fair values of in-place resident leases are included in real estate properties, net, on our condensed consolidated balance sheets and amortized using the straight-line method over the estimated absorption periods. Repairs and maintenance costs are expensed as incurred.

We monitor events and changes in circumstances, including factors such as the operating performance of our investments and general market conditions in the areas where we own properties, which could indicate that the carrying amounts of our long-lived assets may not be recoverable. When indicators of potential impairment are present, we assess whether an impairment charge is needed by comparing the future estimated undiscounted cash flows and expected proceeds from the disposition of the identified asset to its carrying amount. If impairment exists, we recognize an impairment charge for the amount in which the carrying value of the identified asset exceeds its estimated fair value. Impairment charges are included in loan and realty gains, net, in our condensed consolidated statements of income.

We classify real estate properties as assets held for sale on our condensed consolidated balance sheets when the following conditions are met: (i) management commits to a plan to sell the property; (ii) the property is available for immediate sale in its present condition; (iii) an active program to locate a buyer has been initiated; (iv) the property is being marketed for sale at a price that is reasonable given our estimate of its current market value; (v) a sale is probable within one year; and (vi) it is unlikely that the disposal plan will be significantly modified or discontinued.

If a real estate property meets the criteria to be classified as held for sale, we remeasure the asset at the lower of the carrying amount or its estimated fair value, less cost to sell. Upon reclassification of a property to assets held for sale, we no longer depreciate the property. We use a market approach when estimating the fair value of a property, which includes taking into consideration any recent binding agreements for sales of similar properties, any recent purchase offers we have received for the property and estimates of the property’s fair value based on broker quotes and third-party valuations. If we determine a property subsequently no longer meets the criteria to be classified as held for sale, it is reclassified as a held and used asset and the carrying value is remeasured at the lower of its original carrying amount adjusted for depreciation expense during the period in which the property was classified as held for sale or its fair value.

Mortgage and other notes receivable consist of mortgages, construction loans, mezzanine loans, revolving lines of credit and other loans with certain of our tenants, or their affiliates, and other third-party healthcare operators. Mortgage and other notes receivable are recognized on our condensed consolidated balance sheets net of any deferred commitment fees, discounts, premiums and allowances for credit losses. We amortize deferred commitment fees, discounts and premiums over the respective loan periods using the effective interest method. If a loan is repaid prior to its contractual maturity date, we recognize any remaining unamortized balances of deferred commitment fees, discounts and premiums in the period of repayment.

We evaluate the collectability of our mortgage and other notes receivable and establish reserves for expected credit losses at the inception of these investments and subsequently on a quarterly basis at the end of the period. The amount of credit loss reserves we recognize is based on our estimates of the total future credit losses we expect to incur over the remaining amortization periods of our outstanding loans as of the evaluation date. As a result, we may recognize credit loss expense on a loan prior to an actual event of default. Credit loss expense (benefit) is recognized in loan and realty gains, net, in our condensed consolidated statements of income.

Our models for estimating the future expected credit losses on mortgage and construction loans are calculated on a collective basis for these types of loans. Our models for estimating the future expected credit losses on mezzanine loans and revolving lines of credit are calculated on an individual loan basis or a borrower-specific basis for these types of loans. We use a combination of credit quality indicators in our models including, among others, information on the current payment status of the loans, the overall financial strength of the borrowers and any guarantors, the history and nature of loan write-offs related to our borrowers, and the extent and value of underlying collateral on the loans. In addition, we adjust our models using the probability of default method related to any current economic or other conditions occurring or becoming known during the reporting period and any changes in our most recent forecasts that exist as of the end of the reporting period which impact our previous estimates of necessary credit loss reserves. For construction loans, we perform an assessment at the end of our reporting periods of the probability that we may acquire any of the underlying properties in the event of the borrower’s default and, when necessary, we reduce the basis of the respective loans by the amounts that we expect to recover when construction of the applicable properties is complete.

Estimating our credit loss reserves involves significant judgment of our management. We may choose to perform additional qualitative assessments beyond those described above and apply adjustments as necessary in estimating our credit loss reserves. It is possible that our actual credit losses will differ materially from our estimates.

We are required to remeasure certain financial instruments at their fair values on a recurring basis. Under GAAP, fair value is defined as the exchange price that would be received for an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date. The GAAP fair value framework is a three-tiered hierarchy approach for measuring fair value that requires entities to maximize the use of observable inputs and minimize the use of unobservable inputs.

•Level 2 measurements include observable inputs, other than quoted prices described in Level 1 of the hierarchy, such as quoted prices for similar assets and liabilities in active markets, quoted prices for identical or similar assets and liabilities in markets that are not active and other inputs that can be corroborated by observable market data.

•Level 3 measurements include unobservable inputs supported by little or no market activity which are significant to the fair values of the assets or liabilities including, but not limited to including, pricing models, discounted cash flow methodologies and other similar techniques.

If the fair value measurement is based on inputs from different levels of the GAAP hierarchy, the level within which the entire fair value measurement falls is the lowest level input that is significant to the fair value measurement in its entirety. Our assessment of the significance of a particular input to a fair value measurement in its entirety requires management’s judgment and consideration of factors specific to the asset or liability. When an event or circumstance alters our assessment of the observability and thus the appropriate classification of an input to a fair value measurement which we deem to be significant to the fair value measurement in its entirety, we disclose information on the transfer of the fair value measurement to the new level within the GAAP hierarchy.

We are exposed to credit risks related to our tenants, borrowers and managers. Our investment portfolio, consisting of real estate properties and mortgage and other notes receivable, subjects us to the possibility of incurring losses that may result from the failure of other parties to perform according to their contractual obligations with us or may result from a decline in market prices which may make our investments less valuable. Our mortgage and other notes receivable primarily consist of secured loans on healthcare facilities. We require collateral and other protective rights from our borrowers which we continually monitor to reduce our potential risks of incurring losses on these investments. Our management performs periodic reviews of our investments on an individual basis to assess for necessary reserves for potential losses.

We are also exposed to credit risks related to our cash, cash equivalents and restricted cash, which are primarily held in bank accounts and overnight investments. We maintain our bank deposit accounts with large financial institutions in amounts that may exceed federally insured limits. We have not experienced any losses related to these accounts.


	Six Months Ended
	June 30,
	2026		2025
Balances at the beginning of the period:
Cash and cash equivalents	$	19,624	$	24,289
Restricted cash1	—		2,213
Total cash, cash equivalents and restricted cash	$	19,624	$	26,502
Balances at the end of the period:
Cash and cash equivalents	$	30,388	$	18,640
Restricted cash1	20,046		683
Total cash, cash equivalents and restricted cash	$	50,434	$	19,323

We evaluate our leases in which we are the lessee at inception to determine whether the lease meets the criteria for classification as an operating lease or a finance lease. Right-of-use (“ROU”) assets and lease liabilities are initially recognized based on the present value of lease payments over the lease term calculated using our incremental borrowing rate unless the implicit rate of the lease is readily determinable. Our incremental borrowing rate is the interest rate we would have to pay to borrow on a collateralized basis over a similar term in a similar economic environment. Our ROU assets also include any upfront lease payments made and exclude lease incentives, if any. We include any options to extend or terminate a lease in the lease term when it is reasonably certain that those options will be exercised. Under ASC 842, we elected the lessee practical expedients related to short-term leases and combining lease and non-lease components.

ROU assets related to operating leases are recognized in other assets, net, on our condensed consolidated balance sheets. Rent expense for operating leases is recognized on a straight-line basis in general and administrative expenses in our condensed consolidated statements of income. ROU assets and lease liabilities related to finance leases are recognized in real estate properties, net, and accounts payable and other liabilities, respectively, on our condensed consolidated balance sheets. Amortization of ROU assets for finance leases is recognized on a straight-line basis in depreciation expense in our condensed consolidated statements of income. Interest expense on the lease liability for finance leases is recognized using the effective interest method.

We assess our arrangements with noncontrolling interest holders to determine the appropriate balance sheet classification based on the redemption rights and other rights held by the noncontrolling interest holders. We recognize redeemable noncontrolling interests in the mezzanine section between liabilities and equity on our condensed consolidated balance sheets and all other noncontrolling interests are recognized in equity. We account for purchases or sales of equity interests that do not result in a change of control of the respective entity through capital in excess of par value on our condensed consolidated balance sheets. Net income (loss) attributable to noncontrolling interests is recognized each period as an adjustment to net income in determining the amount of net income (loss) available to our common stockholders.

Contingently redeemable noncontrolling interests are initially recognized at the greater of the initial carrying value or the redemption value and subsequently adjusted for contributions and distributions of the noncontrolling interest holders and their share of the respective partnership’s net income or loss each period. In the period in which the contingency for redemption of the noncontrolling interest’s shares is met or becomes probable of being met at a future date, we accrete the carrying value of the noncontrolling interest to the redemption value over the expected redemption period with an offsetting adjustment to capital in excess of par value.

We have entered into, and may continue to enter into, forward equity sales agreements relating to the issuance of shares of our common stock, either through our at-the-market (“ATM”) equity program or through underwritten public offerings. These agreements may be physically settled in our common stock, settled in cash or net share settled at our election. The forward sales price that we will receive upon physical settlement of a forward equity sales agreement will be subject to adjustment for (i) a floating interest rate factor equal to a specified daily rate, less a spread adjustment, and (ii) scheduled dividends during the term of the forward equity sales agreement. For any periods in which a forward equity sales agreement does not meet the criteria for equity treatment in accordance with ASC 815, Derivatives and Hedging, (“ASC 815”), we recognize the change in fair value of the agreement in our condensed consolidated statements of income.

Shares issuable under forward equity sales agreements are reflected in our diluted earnings per share calculations using the treasury stock method. Under this method, we increase basic weighted average common shares outstanding by the excess, if any, of the number of common shares that would be issued upon full physical settlement of our outstanding forward equity sales agreements over the number of common shares that could be purchased by us in the market utilizing the proceeds from the full physical settlement of the forward equity sales agreements.

We recognize the fees paid to the third-party managers that operate the SHOs in our SHOP segment as expense in accordance with the terms of the individual management agreements. Generally, our management fee structure includes a base management fee of 5.0% of net revenues and may also include a real estate services fee of 5.0% for property-related costs exceeding a specified annual threshold in the applicable management agreement. Incentive management fees are recognized as expense beginning in the period in which we believe it is more likely than not that the applicable performance targets will be met. Management fees are included in senior housing operating expenses in our condensed consolidated statements of income.

We measure and recognize share-based compensation expense related to stock incentive awards based on the grant date fair value of the respective award which is amortized over the requisite service period in accordance with the terms of each agreement. We use the Black-Scholes option pricing model to estimate the fair values of stock options on the grant dates. The fair values of restricted stock awards (“RSA”) are determined based on the closing market price of our common stock on the grant dates. We calculate the fair values of market-based restricted stock units (“RSU”) on the grant dates using a Monte Carlo valuation model which assigns a weighted probability to potential outcomes of our total stockholder return compared to the respective performance targets for total stockholder return specified in the agreements. This model includes, among other things, our assumptions on interest rates, volatility and expected service periods which can fluctuate significantly year over year. We recognize forfeitures of our stock incentive awards as a reduction to share-based compensation expense in the periods in which they occur. Share-based compensation expense is recognized in general and administrative expenses in our condensed consolidated statements of income.

Since our inception and first taxable year in 1991, we have intended at all times to qualify as a REIT in accordance with the Internal Revenue Code of 1986, as amended (the “Internal Revenue Code”). Accordingly, we are generally not subject to U.S. federal income taxes at a consolidated level for our business or pertaining to our REIT subsidiaries provided that we continue to meet the necessary organizational and operational requirements of a REIT under the Internal Revenue Code. Among other requirements to qualify as a REIT, we are required to distribute at least 90% of our annual REIT taxable income to our stockholders, which is calculated on a basis that excludes net capital gains and does not necessarily equal GAAP taxable income.

We have a subsidiary that we have elected to treat as a taxable REIT subsidiary (“TRS”), and therefore subject to income taxes on a similar basis to other taxable corporations. Accordingly, we include a provision for federal, state and local income taxes in our condensed consolidated statements of income related to our TRS. Beginning with the 2026 taxable year, the Internal Revenue Code percentage limit under the REIT asset test applicable to TRS entities increased from 20% to 25%. We do not expect this amendment to the Internal Revenue Code to impact our TRS.

We account for deferred income taxes using the asset and liability method and recognize deferred tax assets and liabilities for the expected future tax consequences of events that have been included in our financial statements under GAAP or our income tax returns. Under this method, we calculate our deferred tax assets and liabilities based on the differences between the financial reporting basis and income tax basis of our assets and liabilities using enacted tax rates in effect for the taxable year in which the differences are expected to reverse. Any increases or decreases in our deferred tax assets and liabilities that result from a change in circumstances, and that cause a change in our judgment about the expected future tax consequences of events, are included in our income tax provision in the period such change occurs. Deferred tax assets also reflect the impact of operating loss carryforwards and tax credit carryforwards. We provide a valuation allowance against our deferred tax assets if we believe it is more likely than not that all or some portion of our deferred tax assets will not be realized.

Our unvested RSAs contain non-forfeitable rights to our dividends, and therefore are deemed to be participating securities. As a result, we calculate basic and diluted earnings per share using the two-class method. Under this method, net income is allocated to common stockholders and the holders of participating securities based on their respective weighted average shares outstanding and their respective participation rights to dividends declared and undistributed earnings in calculating basic earnings per share. Diluted earnings per share is calculated using the same allocations as those used in calculating basic earnings per share and also includes the effect of potentially dilutive securities issued.

In November 2024, FASB issued Accounting Standards Update (“ASU”) 2024-03, Income Statement — Reporting Comprehensive Income — Expense Disaggregation Disclosures (Subtopic 220-40): Disaggregation of Income Statement Expenses (“ASU 2024-03”), which requires public entities to provide additional disaggregated information in the footnotes to annual and interim financial statements related to certain costs and expenses from the income statement. ASU 2024-03 is effective for annual reporting periods beginning after December 15, 2026 and interim reporting periods beginning after December 15, 2027 with early adoption permitted. The amendments may be applied either prospectively or retrospectively. We are currently evaluating the impact of this guidance on our consolidated financial statements and related disclosures.