We periodically sell properties for various reasons, including favorable market conditions, the exercise of tenant purchase options or reduction of concentrations (e.g., property type, relationship or geography). We classify a real estate property as held for sale when (i) the disposal has been approved by those within the organization with the appropriate level of authority, (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price relative to its fair value and (vi) it is unlikely that the disposal plan will significantly change or be withdrawn. As part of this process, we also consider whether these disposal transactions constitute a strategic shift that has a major effect on our operations and financial results and represent a discontinued operation.

At September 30, 2026, 22 Seniors Housing Operating properties, 32 Triple-net properties and four Outpatient Medical properties, with an aggregate real estate balance of $306,776,000, were classified as held for sale. Expected gross sales proceeds from these held for sale properties total approximately $717,392,000.

The net book value of real property owned is reviewed quarterly on a property by property basis to determine if facts and circumstances suggest that a property may be impaired. If the estimated undiscounted cash flows indicate that the carrying value of the property will not be recoverable, the carrying value of the property is reduced to the estimated fair market value and an impairment charge is recognized. Properties that meet the held for sale criteria are recorded at the lesser of fair value less costs to sell or the carrying value. During the nine months ended September 30, 2026, we recorded impairment charges of $64,052,000 related to 17 Seniors Housing Operating properties, two Triple-net properties and six Outpatient Medical properties. During the nine months ended September 30, 2025, we recorded $75,359,000 of impairment charges related to nine Seniors Housing Operating properties and six Triple-net properties.

Operating results attributable to properties sold or classified as held for sale which do not meet the definition of discontinued operations are not reclassified on our Consolidated Statements of Comprehensive Income. We recognized income (loss) from continuing operations before income taxes and other items from properties sold or classified as held for sale as of September 30, 2026 of $(20,156,000) and $16,236,000 for the three and nine months ended September 30, 2026 and $92,534,000 and $213,786,000 for the same respective periods in 2025.

On August 14, 2025, we entered into a definitive agreement to sell a portfolio of 319 consolidated and unconsolidated Outpatient Medical properties for approximately $7.2 billion. Net proceeds are expected to total approximately $6.0 billion following the reinvestment of a portion of the gross proceeds into a mandatorily redeemable preferred interest investment recorded as a real estate loan receivable at fair value, accompanied by a profits interest. The disposition has and will continue to occur in tranches, and some properties are subject to rights of first refusal held by joint venture partners or ground lessors, which could result in separate sale transactions without a mandatorily redeemable preferred equity investment or an accompanying profits interest. The properties met the criteria to be classified as held for sale as of September 30, 2025 and we expect to recognize a gain on the sale of the total portfolio. We assessed this transaction and concluded that the disposal of Outpatient Medical properties does not constitute a strategic shift that has a major effect on our operations and financial results.

During the nine months ended September 30, 2026, we disposed of 74 properties related to the definitive agreement, with an aggregate gain on real estate dispositions of $591,031,000. Total sales price related to these properties was $1,812,300,000, which included non-cash consideration of $156,138,000 representing the initial fair value of the mandatorily redeemable preferred interest investment retained. Through September 30, 2026, we have disposed of 315 properties related to the definitive agreement.


	Nine Months Ended
	September 30, 2026		September 30, 2025
Real estate dispositions:(1)
Seniors Housing Operating	$	131,048	$	485,489
Triple-net(2)	626,797		250,555
Outpatient Medical	1,344,459		5,541
Total dispositions	2,102,304		741,585
Gain (loss) on real estate dispositions and acquisitions of controlling interests, net(3)	634,233		70,652
Net other assets/(liabilities) disposed	52,171		829
Non-cash consideration(4)	(161,007)		(290,979)
Cash proceeds from real estate dispositions	$	2,627,701	$	522,087

(1) The nine months ended September 30, 2026 includes the disposition of three unconsolidated equity method investments that collectively owned 22 Outpatient Medical properties. The nine months ended September 30, 2025 includes the disposition of unconsolidated equity method investments related to our Chartwell joint ventures. See disclosure below for further information.

(2) The nine months ended September 30, 2026 include $444,773,000 related to 28 properties classified as sales-type leases as of December 31, 2025 for which the underlying properties were sold and the sales-type leases terminated. The nine months ended September 30, 2025 include $172,260,000 related to four properties classified as sales-type leases as of December 31, 2024 for which the underlying properties were sold and the sales-type leases terminated.

(3) The nine months ended September 30, 2026 exclude the net loss recognized in conjunction with the initial consolidation of variable interest entities and include a $3,059,000 loss for 28 properties classified as sales-type leases as of December 31, 2025 which were sold in 2026. The nine months ended September 30, 2025 include a $2,523,000 gain recognized for four properties classified as sales-type leases as of December 31, 2024 which were sold in 2025.

(4) Non-cash consideration for the nine months ended September 30, 2026 relates primarily to the retained preferred interest for our Outpatient Medical portfolio disposition. Non-cash consideration for the nine months ended September 30, 2025 includes the fair value of the equity method investment attributed to the 16 sold Chartwell properties, the value of our contribution of ten consolidated properties to the Fund (see Note 8 for further details) and the deferred consideration in lieu of cash consideration for the acquired assets classified as held for sale and sold contemporaneously with the related acquisition.

During the quarter ended March 31, 2025, we substantially dissolved our existing relationship with Chartwell in Canada in a transaction covering 39 previously unconsolidated Seniors Housing Operating properties. The transaction included the acquisition of Chartwell’s interest in 23 properties and the sale of our interest in 16 properties to Chartwell.

We recorded net real estate investments of $474,384,000 related to the 23 acquired and now consolidated properties, which was comprised of $77,385,000 of cash consideration and $396,999,000 of non-cash consideration. Non-cash consideration primarily includes $223,495,000 of assumed mortgage debt secured by the acquired properties, $78,538,000 of carryover investment from our prior equity method ownership interest, $85,435,000 of fair value interests in the 16 properties transferred by us to Chartwell and $9,531,000 of other net liabilities acquired. We also derecognized $41,064,000 of equity method investments related to the 16 properties retained by Chartwell and recorded a gain of $53,354,000 within gain (loss) on real estate dispositions and acquisitions of controlling interests, net within our Consolidated Statements of Comprehensive Income.