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What changed in American Healthcare REIT, Inc.'s 10-K — 2024 vs 2025

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Paragraph-level year-over-year comparison of American Healthcare REIT, Inc.'s 2024 and 2025 10-K annual filings, covering the Business, Risk Factors, Legal Proceedings, Cybersecurity, MD&A and Market Risk sections. Every new, removed and edited paragraph is highlighted side-by-side so you can see exactly what management changed in the 2025 report.

+365 added−463 removedSource: 10-K (2026-02-27) vs 10-K (2025-02-28)

Top changes in American Healthcare REIT, Inc.'s 2025 10-K

365 paragraphs added · 463 removed · 302 edited across 9 sections

Item 1. Business

Business — how the company describes what it does

68 edited+5 added−40 removed78 unchanged
Biggest changeIn the event the transaction is with any of our directors or their respective affiliates, the appraisal will be obtained from a certified independent appraiser to support its determination of fair market value. In addition, we will seek to obtain a customary lender’s title insurance policy or commitment as to the priority of the mortgage or condition of the title.
Biggest changeOur criteria for making or investing in loans are substantially the same as those involved in our investment in properties. In the event a real estate-related investment transaction is with any of our directors or their respective affiliates, an appraisal will be obtained from a certified independent appraiser to support its determination of fair market value.
Our board’s Nominating and Corporate Governance Committee has been delegated the authority to provide oversight and guidance to our board regarding environmental, social and corporate governance trends and best practices in connection with our corporate responsibility to society and the environment.
Our board’s Nominating and Corporate Governance Committee has been delegated the authority to provide oversight and guidance to our board regarding corporate governance, environmental and social trends and best practices in connection with our corporate responsibility to society and the environment.
Public Offerings and Listing On February 9, 2024, pursuant to a Registration Statement filed with the United States Securities and Exchange Commission, or SEC, on Form S-11 (File No. 333-267464), as amended, we closed our underwritten public offering, or the February 2024 Offering, through which we issued 64,400,000 shares of Common Stock, for a total of $772,800,000 in gross offering proceeds.
Public Offering and Listing On February 9, 2024, pursuant to a Registration Statement filed with the United States Securities and Exchange Commission, or SEC, on Form S-11 (File No. 333-267464), as amended, we closed our underwritten public offering, or the February 2024 Offering, through which we issued 64,400,000 shares of Common Stock, for a total of $772,800,000 in gross offering proceeds.
Our hospital properties include acute care, long-term acute care, specialty and rehabilitation services that are leased to single tenants or operators under triple-net lease structures with an initial term ranging from 21 to 29 years and fixed annual rent escalations (historically ranging from 2% to 6% per year).
Our hospital properties include acute care, long-term acute care, specialty and rehabilitation services that are leased to single tenants or operators under triple-net lease structures with an initial term ranging from 21 to 29 years and fixed annual rent escalations (historically 2% per year).
A property or real estate-related investment may be sold before the end of the expected holding period if: (i) diversification benefits exist associated with disposing of the investment and rebalancing our investment portfolio; (ii) an opportunity arises to pursue a more attractive investment; (iii) the value of the investment might decline; (iv) with respect to properties, a major tenant involuntarily liquidates or is in default under its lease; (v) the investment was acquired as part of a portfolio acquisition and does not meet our general acquisition criteria; (vi) an opportunity exists to enhance overall investment returns by raising capital through sale of the investment; or (vii) the sale of the investment is in our best interest and the best interests of our stockholders.
A property or real estate-related investment may be sold before the end of the expected holding period if: (i) diversification benefits exist associated with disposing of the investment and rebalancing our investment portfolio; (ii) an opportunity arises to pursue a more attractive investment; (iii) the value of the investment might decline; (iv) with respect to our non-RIDEA properties, a major tenant involuntarily liquidates or is in default under its lease; (v) the investment was acquired as part of a portfolio acquisition and does not meet our general acquisition criteria; (vi) an opportunity exists to enhance overall investment returns by raising capital through sale of the investment; or (vii) the sale of the investment is in our best interest and the best interests of our stockholders.
We own and operate our integrated senior health campuses and senior housing operating properties, or SHOP, utilizing the structure permitted by the REIT Investment Diversification and Empowerment Act of 2007, which is commonly referred to as a “RIDEA” structure.
We own and operate our integrated senior health campuses, or ISHC, and senior-housing operating properties, or SHOP, utilizing the structure permitted by the REIT Investment Diversification and Empowerment Act of 2007, which is commonly referred to as a “RIDEA” structure.
Our OM buildings are typically multi-tenant properties leased to healthcare providers (hospitals and physician practices) under leases that generally provide for recovery of certain operating expenses and certain capital expenditures and have initial terms of five to 10 years with fixed annual rent escalations (historically ranging from 2% to 3% per year).
Our OM buildings are typically multi-tenant properties leased to healthcare providers (hospitals and physician practices) under leases that generally provide for recovery of certain operating expenses and certain capital expenditures and have initial terms of five to 15 years with fixed annual rent escalations (historically ranging from 2% to 3% per year).
Such assets are commonly leased under a single master lease covering multiple facilities in order to diversify a master tenant’s sources of rent and mitigate risk. As of December 31, 2024, we have one wholly-owned hospital and one hospital in which we own an approximately 90.6% interest within our triple-net leased properties segment.
Such assets are commonly leased under a single master lease covering multiple facilities in order to diversify a master tenant’s sources of rent and mitigate risk. As of December 31, 2025, we have one wholly-owned hospital and one hospital in which we own an approximately 90.6% interest within our triple-net leased properties segment.
Failure to 10 Table of Contents obtain a license, CON or other certification, or revocation, suspension or restriction of such required license, CON or other certification, could adversely impact our properties’ operations and their ability to generate revenue from services provided. State CON laws are not uniform throughout the United States and are subject to change.
Failure to obtain a license, CON or other 8 Table of Contents certification, or revocation, suspension or restriction of such required license, CON or other certification, could adversely impact our properties’ operations and their ability to generate revenue from services provided. State CON laws are not uniform throughout the United States and are subject to change.
Each SNF is leased to a single tenant under a triple-net lease, with an initial term typically ranging from 12 to 15 years, fixed annual rent escalations (historically ranging from 2% to 3% per year) and requiring minimum lease coverage ratios.
Each SNF is leased to a single tenant under a triple-net lease, with an initial term typically ranging from 15 to 16 years, fixed annual rent escalations (historically ranging from 2% to 3% per year) and requiring minimum lease coverage ratios.
The amount of any cash distributions is determined by our board and depends on the amount of distributable funds, current and projected cash requirements, tax considerations, any limitations imposed by the terms of indebtedness we may incur, as well as other factors.
The amount of any cash distributions is determined by our board of directors, or our board, and depends on the amount of distributable funds, current and projected cash requirements, tax considerations, any limitations imposed by the terms of indebtedness we may incur, as well as other factors.
However, we expect that a majority of our tenant leases will require the tenant to pay or reimburse us for some or all of the operating expenses of the building based on the tenant’s proportionate share of rentable space within the building.
However, we expect that a majority of such tenant leases will require the tenant to pay or reimburse us for some or all of the operating expenses of the building based on the tenant’s proportionate share of rentable space within the building.
Barriers to new construction include lack of available 5 Table of Contents land, stringent zoning restrictions and states where certificates of need are required. Conversely, we generally seek to limit our investments in areas that have limited potential for growth. • Strong Local Health Systems and Operating Partners.
Barriers to new construction include lack of available land, stringent zoning restrictions and states where certificates of need are required. Conversely, we generally seek to limit our investments in areas that have limited potential for growth. • Strong Local Health Systems and Operating Partners.
See Note 13, Equity — Equity Compensation Plans, to the Consolidated Financial Statements that are part of this Annual Report on Form 10-K, for a further discussion.
See Note 12, Equity — Equity Compensation Plans, to the Consolidated Financial Statements that are part of this Annual Report on Form 10-K, for a further discussion.
We generally seek investments that produce current income; however, we have selectively developed, are currently developing (through Trilogy), and may continue to selectively develop, real estate properties. Our portfolio may include properties in various stages of development other than those producing current income.
We generally seek investments that produce current income; however, we have selectively developed, are currently developing (through Trilogy Investors, LLC, or Trilogy), and may continue to selectively develop, real estate properties. Our portfolio may include properties in various stages of development other than those producing current income.
The number and mix of properties and real estate-related investments we will acquire will depend upon real estate and market conditions and other circumstances existing at the time we are acquiring our properties and making our investments and the amount of debt financing available. Real Estate Investments We generally seek investments that produce current income.
The number and mix of properties and real estate-related investments we will acquire will depend upon real estate and market conditions and other 4 Table of Contents circumstances existing at the time we are acquiring our properties and making our investments and the amount of debt financing available. Real Estate Investments We generally seek investments that produce current income.
In such an event, our TRS will engage a third party in the business of operating healthcare-related facilities to manage the property. Through our TRS, we bear operational risks and liabilities associated with the operation of such healthcare-related facilities unlike our triple-net leased properties.
In such an event, our TRS will engage a third party in the business of operating healthcare-related facilities to manage the property. Through our TRS, we bear operational risks and liabilities 5 Table of Contents associated with the operation of such healthcare-related facilities unlike our triple-net leased properties.
Investments in Real Estate Mortgages We have invested, and we may continue to invest, in first and second mortgage loans, mezzanine loans and bridge loans. However, we will not make or invest in any loans that are subordinate to any mortgage or equity interest of any of our directors or affiliates. We also may invest in participations in mortgage loans.
Investments in Real Estate Mortgages We have invested, and we may continue to invest, in first and second mortgage loans, mezzanine loans, bridge loans mortgage participations and seller financing. However, we will not make or invest in any loans that are subordinate to any mortgage or equity interest of any of our directors or affiliates.
We lease such properties to tenants under triple-net or absolute-net leases that obligate the tenants to pay all property-related expenses, including maintenance, utilities, repairs, taxes, insurance and capital expenditures. As of December 31, 2024, we owned seven SNFs within our triple-net leased properties segment that we lease to third parties.
We lease such properties to tenants under triple-net or absolute-net leases that obligate the tenants to pay all property-related expenses, including maintenance, utilities, repairs, taxes, insurance and capital expenditures. As of December 31, 2025, we owned six SNFs within our triple-net leased properties segment that we lease to third parties.
We have several programs to support our employees’ professional development and to create a sense of belonging, including new hire mentorship programs, employee investment programs, employee satisfaction surveys, employee engagement events, and trainings related to health and safety and professional development.
We have several programs to support our employees’ professional development and to create a sense of belonging, including new hire 9 Table of Contents mentorship programs, employee investment programs, employee satisfaction surveys, employee engagement events, and trainings related to health and safety and professional development.
Development and Construction Activities On an opportunistic basis, we have selectively developed, are currently developing (through Trilogy), and may continue to selectively develop, real estate assets within our integrated senior health campuses segment and other segments of our portfolio when market conditions warrant, which may be funded through capital that we, and in certain circumstances, our joint venture partners, provide.
Development and Construction Activities On an opportunistic basis, we have selectively developed, are currently developing (through Trilogy), and may continue to selectively develop, real estate assets within our ISHC segment and other segments of our portfolio when market conditions warrant, which may be funded through capital that we, and in certain circumstances, our joint venture partners, provide.
Geographic Concentration For a discussion of our geographic information, see Item 2, Properties — Geographic Diversification/Concentration Table, as well as Note 18, Segment Reporting, and Note 19, Concentration of Credit Risk, to the Consolidated Financial Statements that are a part of this Annual Report on Form 10-K.
Geographic Concentration For a discussion of our geographic information, see Item 2, Properties — Geographic Diversification/Concentration Table, as well as Note 16, Segment Reporting, and Note 17, Concentration of Credit Risk, to the Consolidated Financial Statements that are a part of this Annual Report on Form 10-K.
Outpatient Medical We value the stable and reliable cash flows our OM buildings provide our company, which we believe are particularly valuable during market disruptions and recessionary periods. As of December 31, 2024, we owned 84 OM buildings that we lease to third parties.
Outpatient Medical We value the stable and reliable cash flows our OM buildings provide our company, which we believe are particularly valuable during market disruptions and recessionary periods. As of December 31, 2025, we owned 74 OM buildings that we lease to third parties.
Integrated senior health campuses predominantly focus on need-driven segments of senior care (i.e., assisted living, memory care and skilled nursing) and charge market rents in lieu of entry fees, as is commonly the case with continuing care retirement communities.
ISHC predominantly focus on need-driven segments of senior care (i.e., assisted living, memory care and skilled nursing) and charge market rents in lieu of entry fees, as is commonly the case with continuing care retirement communities.
Senior Housing Operating Properties We believe our SHOP segment has the potential for demand growth from an aging U.S. population. As of December 31, 2024, we owned and operated 84 senior housing and skilled nursing facilities in our SHOP segment.
Senior Housing Operating Properties We believe our SHOP segment has the potential for demand growth from an aging U.S. population. As of December 31, 2025, we owned and operated 97 senior housing and skilled nursing facilities in our SHOP segment.
Services provided by operators at these facilities are primarily paid for by the residents directly or through private insurance and are therefore less reliant on government reimbursement programs, such as Medicaid and Medicare.
Services provided by operators at these facilities are primarily paid for by the residents directly or through private insurance and are therefore less reliant on government reimbursement programs, such as Medicaid 10 Table of Contents and Medicare.
For a further discussion of our segment reporting for the years ended December 31, 2024, 2023 and 2022, see Item 2, Properties, Part II, Item 7, Management’s Discussion and Analysis of Financial Condition and Results of Operations, and Note 18, Segment Reporting, to the Consolidated Financial Statements that are a part of this Annual Report on Form 10-K. 14 Table of Contents
For a further discussion of our segment reporting for the years ended December 31, 2025, 2024 and 2023, see Item 2, Properties, Part II, Item 7, Management’s Discussion and Analysis of Financial Condition and Results of Operations, and Note 16, Segment Reporting, to the Consolidated Financial Statements that are a part of this Annual Report on Form 10-K. 11 Table of Contents
We have elected to be taxed as a REIT for U.S. federal income tax purposes. We believe that we have been organized and operated, and we intend to continue to operate, in conformity with the requirements for qualification and taxation as a REIT under the Code.
We have elected to be taxed as a REIT for U.S. federal income tax purposes. We believe that we have been organized and operated, and we intend to continue to operate, in conformity with the requirements for qualification and taxation as a REIT under the Internal Revenue Code of 1986, or the Code.
In determining whether to invest in a particular joint venture, we will evaluate the real estate that such joint venture owns or is being formed to own under the same criteria described elsewhere in this Annual Report on Form 10-K for the selection of our other properties.
In determining whether to invest in a particular joint venture, we will evaluate the real estate that such joint venture owns or is being formed to own under the same criteria described elsewhere in this Annual Report on Form 10-K for the selection of our other properties. However, we will not participate in tenant-in-common syndications or transactions.
We expect our real estate investments to include: • integrated senior health campuses; • senior housing; • OM buildings; • SNFs; and • healthcare-related facilities operated utilizing a RIDEA structure.
We expect our real estate investments to include: • ISHC; • senior housing; • OM buildings; • SNFs; and • healthcare-related facilities operated utilizing a RIDEA structure.
Predominantly all of our integrated senior health campuses are operated utilizing a RIDEA structure, allowing us to participate in the upside from any improved operational performance while bearing the risk of any decline in operating performance.
Predominantly all of our ISHC are operated utilizing a RIDEA structure, allowing us to participate in the upside from any improved operational performance while bearing the risk of any decline in operating performance.
Business Objectives and Growth Strategies Our business objectives are to grow our earnings and cash flows, maintain financial flexibility, increase the value of our portfolio, make regular cash distributions to our stockholders and generate attractive risk-adjusted returns through the following growth strategies: • external growth through disciplined and targeted acquisitions to expand our diversified portfolio; • continue to selectively develop and expand integrated senior health campuses with experienced development partners; • continue to generate strong organic growth in our long-term care portfolio comprised of integrated senior health campuses and SHOP, as a result of historically low levels of new supply and ever increasing demand from an aging population; and • actively position our balance sheet for growth.
Access to these filings is free of charge. 3 Table of Contents Business Objectives and Growth Strategies Our business objectives are to grow our earnings and cash flows, maintain financial flexibility, increase the value of our portfolio, make regular cash distributions to our stockholders and generate attractive risk-adjusted returns through the following growth strategies: • external growth through disciplined and targeted acquisitions to expand our diversified portfolio; • continue to selectively develop and expand ISHC with experienced development partners; • continue to generate strong organic growth in our long-term care portfolio comprised of ISHC and SHOP, as a result of historically low levels of new supply and ever increasing demand from an aging population; and • actively position our balance sheet for growth.
Terms of Leases The terms and conditions of any lease we enter into with our tenants may vary substantially.
Terms of Leases The terms and conditions of any lease we enter into with our tenants at our non-RIDEA properties may vary substantially.
Each facility is leased to a single tenant under a triple-net lease structure with an initial term typically ranging from approximately 12 to 15 years, fixed annual rent escalations (historically ranging from 2% to 3% per year) and requiring minimum lease coverage ratios.
Each facility is leased to a single tenant under a triple-net lease structure with an initial term that typically ranges from 14 to 15 years, fixed annual rent escalations (historically 2.5% per year) and requiring minimum lease coverage ratios.
We also believe that one of the keys to our success is our ability to benefit from a wide range of opinions and experiences. As of December 31, 2024, 72.8% of our employees were minorities and 57.0% were female.
We also believe that one of the keys to our success is our ability to benefit from a wide range of opinions and experiences. As of December 31, 2025, 73.6% of our employees were minorities and 57.9% were female.
We have built a fully-integrated management platform, with approximately 114 employees, that operates clinical healthcare properties throughout the United States, the United Kingdom and the Isle of Man .
We have built a fully-integrated management platform, with approximately 121 employees as of December 31, 2025, that operates clinical healthcare properties throughout the United States, and in the United Kingdom and the Isle of Man .
The Corporate Responsibility Committee is responsible for providing oversight and guidance of our corporate responsibility strategy and program and for monitoring compliance with legal requirements and regulations. Our Chief 11 Table of Contents Operating Officer serves as the chairman of the Corporate Responsibility Committee and reports to the Nominating and Corporate Governance Committee of our board.
The Corporate Responsibility Committee is responsible for providing oversight and guidance of our corporate responsibility strategy and program and for monitoring compliance with legal requirements and regulations, and our Chief Operating Officer serves as the chairman of the Corporate Responsibility Committee.
Substantially all of our leases with residents at our SHOP and integrated senior health campuses are for a term of one year or less, which creates the opportunity for operators to adjust rents to reflect current market conditions.
Substantially all of our leases with residents at our SHOP and ISHC that are operated utilizing a RIDEA structure are for a term of one year or less, which creates the opportunity for operators to adjust rents to reflect current market conditions.
In particular, the Nominating and Corporate Governance Committee shall, as it deems appropriate, recommend changes to our company’s corporate responsibility practices as necessary to comply with existing legal requirements or emerging trends and best practices. The Nominating and Corporate Governance Committee also shall periodically receive reports from management regarding our corporate responsibility strategy, initiatives and policies.
In particular, the Nominating and Corporate Governance Committee shall, as it deems appropriate, recommend changes to our company’s corporate responsibility practices as necessary to comply with existing legal requirements or emerging trends and best practices.
We seek to structure any such sale-leaseback transaction such that the lease will be characterized as a “true lease” and we will be treated as the owner of the property for U.S. federal income tax purposes. 6 Table of Contents Our obligation to close a transaction involving the purchase of real estate is generally conditioned upon the delivery and verification of certain documents, including, where appropriate: (i) plans and specifications; (ii) environmental reports (generally a minimum of a Phase I investigation); (iii) building condition reports; (iv) surveys; (v) evidence of marketable title subject to such liens and encumbrances; (vi) audited financial statements covering recent operations of real properties having operating histories unless such statements are not required to be filed with the SEC and delivered to stockholders; (vii) title insurance policies; and (viii) the availability of property and liability insurance policies.
Our obligation to close a transaction involving the purchase of real estate is generally conditioned upon the delivery and verification of certain documents, including, where appropriate: (i) plans and specifications; (ii) environmental reports (generally a minimum of a Phase I investigation); (iii) building condition reports; (iv) surveys; (v) evidence of marketable title subject to such liens and encumbrances; (vi) audited financial statements covering recent operations of real properties having operating histories unless such statements are not required to be filed with the SEC and delivered to stockholders; (vii) title insurance policies; and (viii) the availability of property and liability insurance policies.
As of December 31, 2023, we owned 95.0% of the operating partnership units, or OP units, in our operating partnership, and the remaining 5.0% OP units were owned by the following limited partners: (i) AHI Group Holdings, LLC, which is owned and controlled by Jeffrey T.
As of December 31, 2025 and 2024, we owned 99.0% and 98.7%, respectively, of the operating partnership units, or OP units, in our operating partnership, and the remaining 1.0% and 1.3% of the OP units, respectively, were owned by the following limited partners: (i) AHI Group Holdings, LLC, which is owned and controlled by Jeffrey T.
We do not have any policy that limits the amount that we may invest in any single loan or the amount we may invest in loans to any one borrower. We have not established a portfolio turnover policy with respect to loans we invest in or originate.
We do not have any policy that limits the amount that we may invest in any single loan or the amount we may invest in loans to any one borrower.
See Note 12, Redeemable Noncontrolling Interests, and Note 13, Equity — Noncontrolling Interests in Total Equity, to the Consolidated Financial Statements that are a part of this Annual Report on Form 10-K, for a further discussion of the ownership in our operating partnership.
Streiff, one of our non-executive directors; and (ii) a wholly-owned subsidiary of Griffin Capital Company, LLC. See Note 11, Redeemable Noncontrolling Interests, and Note 12, Equity — Noncontrolling Interests in Total Equity, to the Consolidated Financial Statements that are a part of this Annual Report on Form 10-K, for a further discussion of the ownership in our operating partnership.
We have also used, and may continue to use, derivative financial instruments such as fixed interest rate swaps and caps to add stability to interest expense and to manage our exposure to interest rate movements. 8 Table of Contents We seek to obtain financing on the most favorable terms available to us and refinance assets during the term of a loan only in limited circumstances, such as when a decline in interest rates makes it beneficial to prepay an existing loan, when an existing loan matures or if an attractive investment becomes available and the proceeds from the refinancing can be used to purchase such investment.
We seek to obtain financing on the most favorable terms available to us and refinance assets during the term of a loan only in limited circumstances, such as when a decline in interest rates makes it beneficial to prepay an existing loan, when an existing loan matures or if an attractive investment becomes available and the proceeds from the refinancing can be used to purchase such investment.
However, we will not participate in tenant-in-common syndications or transactions. 7 Table of Contents Real Estate-Related Investments In addition to our acquisition of properties, we have invested on an infrequent and opportunistic basis, and may continue to invest, in real estate-related investments, including loans and securities investments.
Real Estate-Related Investments In addition to our acquisition of properties, we have invested on an infrequent and opportunistic basis, and may continue to invest, in real estate-related investments, including loans and securities investments.
Investment Strategy We have acquired, and may continue to acquire, properties either directly or jointly with third parties and may also consider disposing of non-core properties from time to time . We also have originated and acquired, and may continue to acquire, secured loans and other real estate-related investments on an infrequent and opportunistic basis.
Investment Strategy We have acquired, and may continue to acquire, properties either directly or jointly with third parties and may also consider disposing of non-core properties from time to time .
In addition, we established a Corporate Responsibility Committee that is composed of a cross-functional team across our organization that includes representatives from our Legal, Accounting and Finance, Human Resources, Investor Relations and Asset Management departments.
The Nominating and Corporate Governance Committee also periodically receives reports from the Corporate Responsibility Committee, that is composed of a cross-functional team across our organization that includes representatives from our Legal, Accounting and Finance, Human Resources, Investor Relations and Asset Management departments, regarding our corporate responsibility strategy, initiatives and policies.
To the extent that any of our distributions exceed our current and accumulated earnings and profits, such amounts constitute a return of capital to our stockholders for U.S. federal income tax purposes and thereafter will constitute capital gain. Any portion of distributions to our stockholders paid from net offering proceeds or borrowings will be treated in the same manner.
To the extent that any of our distributions exceed our current and accumulated earnings and profits, such amounts constitute a return of capital to our stockholders for U.S. federal income tax purposes and thereafter will constitute capital gain upon the sale of our stock by our stockholders.
We have obtained, and we intend to continue to obtain, adequate insurance coverage for all real estate investments in which we invest. We have acquired, and we intend to continue to acquire, leased properties with long-term leases and we generally do not intend to operate any healthcare-related facilities directly.
We have acquired, and we intend to continue to acquire, leased properties with long-term leases and we generally do not intend to operate any healthcare-related facilities directly.
The contents of that site are not incorporated by reference in, or otherwise a part of, this filing. We make our periodic and current reports and all amendments to those reports available at www.AmericanHealthcareREIT.com as soon as reasonably practicable after such materials are electronically filed with the SEC. They also are available for printing by any stockholder upon request.
We make our periodic and current reports and all amendments to those reports available at www.AmericanHealthcareREIT.com as soon as reasonably practicable after such materials are electronically filed with the SEC. They also are available for printing by any stockholder upon request. In addition, copies of our filings with the SEC may be obtained from the SEC’s website, https://www.SEC.gov.
Integrated Senior Health Campuses Integrated senior health campuses are a valuable component of our portfolio because of their ability to provide a continuum of care as residents require increasing levels of care. As of December 31, 2024, we owned and/or operated 126 integrated senior health campuses.
As of December 31, 2025, we operated through four reportable business segments: ISHC, OM, SHOP and triple-net leased properties. Integrated Senior Health Campuses ISHC are a valuable component of our portfolio because of their ability to provide a continuum of care for residents who require increasing levels of care. As of December 31, 2025, we owned and/or operated 147 ISHC.
Financing Policies We have used, and intend to continue to use, unsecured and secured debt as a means of providing additional funds for the acquisition of properties and real estate-related investments.
We have not established a portfolio turnover policy with respect to loans we invest in or originate. 6 Table of Contents Financing Policies We have used, and may continue to use, unsecured and secured debt as a means of providing additional funds for the acquisition of properties and real estate-related investments.
We monitor our operations and our assets on an ongoing basis in order to ensure that neither we, nor any of our subsidiaries, meet the definition of “investment company” under Section 3(a)(1) of the Investment Company Act. Among other things, we monitor the proportion of our portfolio that is placed in investments in securities.
We anticipate that our assets generally will be held in our wholly and majority-owned subsidiaries, each formed to hold a particular asset. We monitor our operations and our assets on an ongoing basis in order to ensure that neither we, nor any of our subsidiaries, meet the definition of “investment company” under Section 3(a)(1) of the Investment Company Act.
We primarily engage in the business of investing in real estate assets; however, our portfolio does include, to a much lesser extent, other real estate-related investments.
We primarily engage in the business of investing in real estate assets; however, our portfolio does include, to a much lesser extent, other real estate-related investments. We have also acquired, and may continue to acquire, real estate assets through investments in joint venture entities, including joint venture entities in which we may not own a controlling interest.
Our People A s of December 31, 2024, we had approximately 114 employees, including 71 in Accounting and Finance, 15 in Asset Management, eight in Investments, four in Information Technology and four in Legal.
Human Capital A s of December 31, 2025, we had approximately 121 employees, including 74 in Accounting and Finance, 17 in Asset Management, 10 in Investments, five in Information Technology and four in Legal.
We commonly structure SNFs under a master lease with multiple facilities in order to diversify our master tenant’s sources of rent and mitigate risk.
We commonly structure SNFs under a master lease with multiple facilities in order to diversify our master tenant’s sources of rent and mitigate risk. We typically focus on SNF investments in states that require a CON in order to develop new SNFs, which we believe reduces the risk of over-supply.
We have exercised, and may continue to exercise, our purchase options to acquire properties that we currently lease. In addition, we have participated in sale-leaseback transactions, in which we purchase real estate investments and lease them back to the sellers of such properties.
In addition, we have exercised, and may continue to exercise, our purchase options to acquire properties that we currently lease.
We will not originate loans with negative amortization provisions. We are not limited as to the amount of our assets that may be invested in mezzanine loans, bridge loans and second mortgage loans.
In addition, we will seek to obtain a customary lender’s title insurance policy or commitment as to the priority of the mortgage or condition of the title. We are not limited as to the amount of our assets that may be invested in mezzanine loans, bridge loans and second mortgage loans.
See Note 13, Equity — Common Stock, to the Consolidated Financial Statements that are a part of this Annual Report on Form 10-K, for a further discussion of our public offerings.
See Note 12, Equity — Common Stock, to the Consolidated Financial Statements that are a part of this Annual Report on Form 10-K, for a further discussion of our public offerings. Our principal executive offices are located at 18191 Von Karman Avenue, Suite 300, Irvine, California 92612, and our telephone number is (949) 270-9200.
See Part II, Item 5, Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities — Distributions, for a further discussion of distributions approved by our board.
See Part II, Item 5, Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities — Distributions, for a further discussion of distributions approved by our board. Competition We compete with many other entities engaged in real estate investment activities for acquisitions and dispositions of ISHC, OM buildings, senior housing, SNFs, and other healthcare-related facilities.
In determining whether to purchase a particular real estate investment, we may obtain an option on such property, including land suitable for development. The amount paid for an option is normally surrendered if the real estate is not purchased and is normally credited against the purchase price if the real estate is purchased.
The amount paid for an option is normally surrendered if the real estate is not purchased and is normally credited against the purchase price if the real estate is purchased.
If our investments produce sufficient cash flows, we expect to continue paying distributions to our stockholders as determined at the discretion of our board.
If our investments produce sufficient cash flows, we expect to continue paying distributions to our stockholders as determined at the discretion of our board. 7 Table of Contents To the extent that any distributions to our stockholders are paid out of our current or accumulated earnings and profits, such distributions are taxable as ordinary income.
For additional information and updates to our corporate responsibility strategy and policies, please refer to the Investor Relations section of our website, www.AmericanHealthcareREIT.com.
For updates and our latest corporate governance, environmental and social responsibility initiatives and accomplishments, please refer to our Corporate Responsibility Report and related policies, which can be found in their entirety on the Investor Relations section of our website, www.AmericanHealthcareREIT.com.
Information About Industry Segments We segregate our operations into reporting segments in order to assess the performance of our business in the same way that management reviews our performance and makes operating decisions. As of December 31, 2024, we operated through four reportable business segments: integrated senior health campuses, OM, SHOP and triple-net leased properties.
Among other things, we monitor the proportion of our portfolio that is placed in investments in securities. Information About Industry Segments We segregate our operations into reporting segments in order to assess the performance of our business in the same way that management reviews our performance and makes operating decisions.
To achieve this, we have developed, and intend to update as applicable, a comprehensive corporate responsibility strategy and related policies , which are briefly summarized below and will be posted on the Investor Relations section of our website, www.AmericanHealthcareREIT.com, and will contain more detailed information once available.
To achieve this, we have developed, and intend to update as applicable, our Corporate Responsibility Report and related policies, which are briefly summarized below.
We typically focus on SNF investments in states that require a CON in order to develop new SNFs, which we believe reduces the risk of over-supply. 13 Table of Contents As of December 31, 2024, we owned 11 senior housing facilities within our triple-net leased properties segment that we lease to third parties.
As of December 31, 2025, we owned 11 senior housing facilities within our triple-net leased properties segment that we lease to third parties.
On August 5, 2024, 180 days after the listing of our Common Stock on the NYSE, each share of our Class T common stock and Class I common stock automatically converted into one share of our listed Common Stock. 3 Table of Contents On September 20, 2024, we closed our follow-on underwritten public offering, or the September 2024 Offering, under a prospectus supplement and related prospectus filed with the SEC pursuant to our effective shelf Registration Statement on Form S-3 (File No. 333-281488).
On August 5, 2024, 180 days after the listing of our Common Stock on the NYSE, each share of our Class T common stock and Class I common stock automatically converted into one share of our listed Common Stock.
Our board shall authorize distributions, if any, on a quarterly basis.
Any portion of distributions to our stockholders paid from net offering proceeds or borrowings will be treated in the same manner. Our board shall authorize distributions, if any, on a quarterly basis.
Removed
Hanson, the non-executive Chairman of our board of directors, or our board, Danny Prosky, our Chief Executive Officer, President and director, and Mathieu B. Streiff, one of our non-executive directors; (ii) Platform Healthcare Investor T-II, LLC; (iii) Flaherty Trust; and (iv) a wholly owned subsidiary of Griffin Capital Company, LLC, or Griffin Capital.
Added
Hanson, our Chairman of the Board of Directors and Interim Chief Executive Officer and President, Danny Prosky, our Chief Executive Officer, President and director, who, as previously disclosed, is currently taking a leave of absence from his executive role for medical reasons, and Mathieu B.
Removed
On August 19, 2024 and October 18, 2024, Platform Healthcare Investor T-II, LLC and Flaherty Trust, respectively, redeemed all of their OP units in exchange for 1,216,571 shares and 211,306 shares, respectively, of our Common Stock on a one-for-one basis and, as a result, are no longer limited partners of our operating partnership.
Added
We maintain a website at www.AmericanHealthcareREIT.com , at which there is additional information about us. The contents of that site are not incorporated by reference in, or otherwise a part of, this filing.
Removed
On December 6, 2024, Griffin Capital redeemed a portion of its OP units in exchange 69,882 shares of our Common Stock on a one-for-one basis. As of December 31, 2024, we owned 98.7% of the OP units in our operating partnership, and the remaining 1.3% of the OP units were owned by the remaining limited partners.
Added
We have obtained, and we intend to continue to obtain, adequate insurance coverage for all real estate investments in which we invest. In determining whether to purchase a particular real estate investment, we may obtain an option on such property, including land suitable for development.
Removed
Through the September 2024 Offering, we issued 20,010,000 shares of Common Stock, for a total of $471,236,000 in gross offering proceeds. Such amounts include the exercise in full of the underwriters’ overallotment option to purchase up to an additional 2,610,000 shares of Common Stock.
Added
We have also used, and may continue to use, derivative financial instruments such as fixed interest rate swaps and caps to add stability to interest expense and to manage our exposure to interest rate movements.
Removed
These shares are also listed on the NYSE under the trading symbol “AHR” and began trading on September 19, 2024.
Added
In 2025, our company was officially certified as a Great Place to Work® for 2025, based on direct feedback from employees and an independent analysis conducted by Great Place To Work®, the global authority on workplace culture. The Great Place To Work® Certification™ is awarded to organizations that deliver exceptional employee experiences.
Removed
On November 18, 2024, we entered into a sales agreement and established an at-the-market equity offering program, or ATM Offering, under a prospectus supplement and related prospectus filed with the SEC pursuant to our effective shelf Registration Statement on Form S-3 (File No. 333-281488), pursuant to which we may, from time to time, offer and sell shares of Common Stock having an aggregate gross sales price of up to $500,000,000.
Removed
Shares sold through the ATM Offering may be offered and sold in amounts to be determined by us from time to time, and are sold in negotiated transactions at market prices prevailing at the time of sale in accordance with Rule 415 under the Securities Act of 1933, as amended.

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Item 1A. Risk Factors

Risk Factors — what could go wrong, per management

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Biggest changeIf a tenant or operator is unable to obtain or maintain insurance coverage, if judgments are obtained in excess of the insurance coverage, if uninsured punitive damages are required to be paid, or if an uninsurable government enforcement action is brought, the tenant or operator could be exposed to substantial additional liabilities, which may affect the tenant’s ability to pay rent to us or the operator’s ability to manage our properties efficiently and effectively, which could have a material adverse effect on us. 32 Table of Contents We, our tenants and our operators for our senior housing facilities and SNFs may be subject to various government reviews, audits and investigations that could materially and adversely affect us, including an obligation to refund amounts previously paid to us, potential criminal charges, the imposition of fines and/or the loss of the right to participate in Medicare and Medicaid programs.
Biggest changeIf a tenant or operator is unable to insure a claim or obtain or maintain insurance coverage, if judgments are obtained in excess of the insurance coverage, if uninsured punitive damages are required to be paid, or if an uninsurable government enforcement action is brought, the tenant or operator could be exposed to substantial additional liabilities, which may affect the tenant’s ability to pay rent to us or the operator’s ability to manage our properties efficiently and effectively, which could have a material adverse effect on us.
These federal and foreign laws include: • the Federal Anti-Kickback Statute, a criminal law which prohibits, among other things, the offer, payment, solicitation or receipt of any form of remuneration, directly or indirectly, overtly or covertly, in cash or in kind, in return for, or to induce, the referral of an individual for, or the purchase, order or recommendation of, any item or service for which payment may be made under a federal healthcare program such as Medicare and Medicaid; • the Federal Physician Self-Referral Prohibition, which, subject to specific exceptions, restricts physicians from making referrals for certain designated health services for which payment may be made under Medicare to an entity with which the physician, or an immediate family member, has a financial relationship; • the False Claims Act, which prohibits any person from knowingly presenting, or causing to be presented, false or fraudulent claims for payment or approval that are false or fraudulent or making a false statement to avoid, decrease or conceal an obligation to pay money to the federal government, including claims paid by the Medicare and Medicaid programs; • the Civil Monetary Penalties Law, which authorizes the U.S.
These federal and foreign laws include: • the Federal Anti-Kickback Statute, a criminal law which prohibits, among other things, the offer, payment, solicitation or receipt of any form of remuneration, directly or indirectly, overtly or covertly, in cash or in kind, in return for, or to induce, the referral of an individual for, or the purchase, order or recommendation of, any item or service for which payment may be made under a federal healthcare program such as Medicare and Medicaid; • the Federal Physician Self-Referral Prohibition, which, subject to specific exceptions, restricts physicians from making referrals for certain designated health services for which payment may be made under Medicare or Medicaid to an entity with which the physician, or an immediate family member, has a financial relationship; • the False Claims Act, which prohibits any person from knowingly presenting, or causing to be presented, false or fraudulent claims for payment or approval that are false or fraudulent or making a false statement to avoid, decrease or conceal an obligation to pay money to the federal government, including claims paid by the Medicare and Medicaid programs; • the Civil Monetary Penalties Law, which authorizes the U.S.
Risks Related to Our Corporate Structure and Organization Our charter imposes a limit on the percentage of shares of our common stock or capital stock that any person may own, and such limit may discourage a takeover or business combination that may have benefited our stockholders.
Risks Related to Our Corporate Structure and Organization Our charter imposes a limit on the percentage of shares of our common stock or capital stock that any person may own, and such limit may discourage a takeover or business combination that may have benefited our stockholders.
Therefore, existing stockholders will experience dilution of their equity investment in us as we (i) sell additional shares of our common stock in the future, (ii) sell securities that are convertible into or exchangeable for shares of our common stock, including OP units, (iii) issue restricted shares of our common stock, RSUs or other equity-based securities under our incentive plan or (iv) issue shares of our common stock in a merger or to sellers of properties acquired by us in connection with an exchange of OP units.
Therefore, existing stockholders will experience dilution of their equity investment in us as we (i) sell additional shares of our Common Stock in the future, (ii) sell securities that are convertible into or exchangeable for shares of our Common Stock, including OP units, (iii) issue restricted shares of our Common Stock, restricted stock units, or RSUs, or other equity-based securities under our incentive plan or (iv) issue shares of our Common Stock in a merger or to sellers of properties acquired by us in connection with an exchange of OP units.
We intend to evaluate distributions throughout 2025, and it is possible that stockholders may not receive distributions equivalent to those previously paid by us for various reasons, including: (i) we may not have enough cash to pay such distributions due to changes in our cash requirements, indebtedness, capital spending plans, operating cash flows or financial position; (ii) decisions on whether, when and in what amounts to make any future distributions will remain at all times entirely at the discretion of the board, which reserves the right to change our distribution practices at any time and for any reason; (iii) our board may elect to retain cash for investment purposes, working capital reserves or other purposes, or to maintain or improve our credit ratings; and (iv) the amount of distributions that our subsidiaries may distribute to us may be subject to restrictions imposed by state law, state regulators and/or the terms of any current or future indebtedness that these subsidiaries may incur.
We intend to evaluate distributions throughout 2026, and it is possible that stockholders may not receive distributions equivalent to those previously paid by us for various reasons, including: (i) we may not have enough cash to pay such distributions due to changes in our cash requirements, indebtedness, capital spending plans, operating cash flows or financial position; (ii) decisions on whether, when and in what amounts to make any future distributions will remain at all times entirely at the discretion of the board, which reserves the right to change our distribution practices at any time and for any reason; (iii) our board may elect to retain cash for investment purposes, working capital reserves or other purposes, or to maintain or improve our credit ratings; and (iv) the amount of distributions that our subsidiaries may distribute to us may be subject to restrictions imposed by state law, state regulators and/or the terms of any current or future indebtedness that these subsidiaries may incur.
Similarly, agreements relating to the indebtedness of certain of our subsidiaries, including Trilogy Holdings, limit such subsidiaries’ ability to make cash distributions to us in the event of a default under such agreements. This would reduce the amount of cash available to us and could adversely affect our ability to pay cash dividends on our common stock.
Similarly, agreements relating to the indebtedness of certain of our subsidiaries, including Trilogy Holdings, limit such subsidiaries’ ability to make cash distributions to us in the event of a default under such agreements. This would reduce the amount of cash available to us and could adversely affect our ability to pay cash distributions on our Common Stock.
Accordingly, there is a geographic concentration of risk subject to fluctuations in each such state’s economy, real estate and other market conditions, as well as natural disasters or other localized events impacting those regions.
Accordingly, there is a geographic concentration of risk subject to fluctuations in each state’s economy, real estate and other market conditions, as well as natural disasters or other localized events impacting those regions.
As a result of all these factors, our failure to maintain our qualification as a REIT could impair our ability to expand our business and raise capital, could materially and adversely affect the trading price of our common stock and would substantially reduce our ability to make distributions to our stockholders. 38 Table of Contents TRSs are subject to corporate-level taxes and our dealings with TRSs may be subject to a 100% excise tax.
As a result of all these factors, our failure to maintain our qualification as a REIT could impair our ability to expand our business and raise capital, could materially and adversely affect the trading price of our Common Stock and would substantially reduce our ability to make distributions to our stockholders. 32 Table of Contents TRSs are subject to corporate-level taxes and our dealings with TRSs may be subject to a 100% excise tax.
Historically, we have experienced net losses (calculated in accordance with GAAP), and we may not be profitable or realize growth in the value of our investments. Many of our losses can be attributed to depreciation and amortization, interest expense, general and administrative expenses, as well as acquisition expenses incurred in connection with purchasing properties or making other investments.
Historically, we have experienced net losses (calculated in accordance with GAAP), and we may not become or remain profitable or realize growth in the value of our investments. Many of our losses can be attributed to depreciation and amortization, interest expense, general and administrative expenses, as well as acquisition expenses incurred in connection with purchasing properties or making other investments.
They may face conflicts of interest in allocating time among us and their other business ventures and in meeting obligations to us and those other entities. 36 Table of Contents Certain provisions of Maryland law may make it more difficult for us to be acquired and may limit or delay our stockholders’ ability to dispose of their shares of our common stock.
They may face conflicts of interest in allocating time among us and their other business ventures and in meeting obligations to us and those other entities. 30 Table of Contents Certain provisions of Maryland law may make it more difficult for us to be acquired and may limit or delay our stockholders’ ability to dispose of their shares of our common stock.
As of December 31, 2024, the majority of our existing leases were either triple-net leases or leases that allow us to recover certain operating expenses and certain capital expenditures. Our remaining leases are generally modified gross, or base year, leases, which only provide for recoveries of operating expenses above the operating expenses from the initial year within each lease.
As of December 31, 2025, the majority of our existing leases were either triple-net leases or leases that allow us to recover certain operating expenses and certain capital expenditures. Our remaining leases are generally modified gross, or base year, leases, which only provide for recoveries of operating expenses above the operating expenses from the initial year within each lease.
Although the reduced U.S. federal income tax rate applicable to dividend income from regular corporate dividends does not adversely affect the taxation of REITs or dividends paid by REITs, the more favorable rates applicable to qualified dividends from C corporations could cause investors who are individuals, trusts and estates to perceive investments in REITs to be relatively less attractive than investments in the stocks of non-REIT corporations that pay qualified dividends, which could adversely affect the market price of the shares of common stock of REITs, including our shares of common stock.
Although the reduced U.S. federal income tax rate applicable to dividend income from regular corporate dividends does not adversely affect the taxation of REITs or dividends paid by REITs, the more favorable rates applicable to qualified dividends from C corporations could cause investors who are individuals, trusts and estates to perceive investments in REITs to be relatively less attractive as a U.S. federal income tax matter than investments in the stocks of non-REIT corporations that pay qualified dividends, which could adversely affect the market price of the shares of common stock of REITs, including our shares of Common Stock.
Although our overall leverage was lower than 30.0% of our combined market capitalization and outstanding indebtedness as of December 31, 2024, our organizational documents do not place a limitation on the amount of leverage that we may incur, and we could incur leverage substantially in excess of this amount.
Although our overall leverage was lower than 30.0% of our combined market capitalization and outstanding indebtedness as of December 31, 2025, our organizational documents do not place a limitation on the amount of leverage that we may incur, and we could incur leverage substantially in excess of this amount.
In addition, the Patient Protection and Affordable Care Act of 2010, or the Healthcare Reform Act, was passed with an intent to reduce the number of individuals in the United States without health insurance and effect significant other changes to the ways in which healthcare is organized, delivered and reimbursed.
In addition, the Patient Protection and Affordable Care Act of 2010, or the Healthcare Reform Act, was passed with an intent to reduce the number of individuals in the United States without health insurance and implement other significant changes to the ways in which healthcare is organized, delivered and reimbursed.
The duties of the general partner to our operating partnership and its partners may come into 37 Table of Contents conflict with the duties of our directors and officers to us and our stockholders. Under Delaware law, a general partner of a Delaware limited partnership owes its limited partners the duties of good faith and fair dealing.
The duties of the general partner to our operating partnership and its partners may come into conflict with the 31 Table of Contents duties of our directors and officers to us and our stockholders. Under Delaware law, a general partner of a Delaware limited partnership owes its limited partners the duties of good faith and fair dealing.
Department of Health & Human Services to impose monetary penalties or exclusion from participating in state or federal healthcare programs for certain fraudulent acts; • the Health Insurance Portability and Accountability Act of 1996, as amended, which makes it a federal crime to defraud any health benefit plan, including private payors; • the Exclusions Law, which authorizes the U.S.
Department of Health & Human Services to impose monetary penalties or exclusion from participating in state or federal healthcare programs for certain fraudulent acts; 25 Table of Contents • the Health Insurance Portability and Accountability Act of 1996, as amended, which makes it a federal crime to defraud any health benefit plan, including private payors; • the Exclusions Law, which authorizes the U.S.
We cannot assure our stockholders that the market price of shares of our common stock will not fluctuate or decline significantly in the future. 41 Table of Contents In addition to the risks listed in this “Risk Factors” section, a number of factors could negatively affect the share price of our common stock or result in fluctuations in the price or trading volume of shares of our common stock, including: • the annual yield from distributions on shares of our common stock as compared to yields on other financial instruments; • equity issuances by us, or future sales of substantial amounts of shares of our common stock by our existing or future stockholders or the perception that such issuances or future sales may occur; • increases in market interest rates or a decrease in our distributions to stockholders that lead purchasers of shares of our common stock to demand a higher yield; • changes in market valuations of similar companies; • fluctuations in stock market prices and volumes; • additions or departures of key management personnel; • our operating performance and the performance of other similar companies; • actual or anticipated differences in our quarterly operating results; • changes in expectations of future financial performance or changes in estimates of securities analysts; • publication of research reports about us or our industry by securities analysts; • failure to qualify as a REIT; • adverse market reaction to any indebtedness we incur in the future; • strategic decisions by us or our competitors, such as acquisitions, divestments, spin offs, joint ventures, strategic investments or changes in business strategy; • the passage of legislation or other regulatory developments that adversely affect us or our industry; • speculation in the press or investment community; • failure to satisfy the listing requirements of NYSE; • failure to comply with the requirements of the Sarbanes-Oxley Act of 2002; • actions by institutional stockholders; • changes in accounting principles; and • general market conditions, including factors unrelated to our performance.
In addition to the risks listed in this “Risk Factors” section, a number of factors could negatively affect the share price of our Common Stock or result in fluctuations in the price or trading volume of shares of our Common Stock, including: • the annual yield from distributions on shares of our Common Stock as compared to yields on other financial instruments; • equity issuances by us, or future sales of substantial amounts of shares of our Common Stock by our existing or future stockholders or the perception that such issuances or future sales may occur; • increases in market interest rates or a decrease in our distributions to stockholders that lead purchasers of shares of our Common Stock to demand a higher yield; • changes in market valuations of similar companies; • fluctuations in stock market prices and volumes; • additions or departures of key management personnel; • our operating performance and the performance of other similar companies; • actual or anticipated differences in our quarterly operating results; • changes in expectations of future financial performance or changes in estimates of securities analysts; • publication of research reports about us or our industry by securities analysts; • failure to qualify as a REIT; 35 Table of Contents • adverse market reaction to any indebtedness we incur in the future; • strategic decisions by us or our competitors, such as acquisitions, divestments, spin offs, joint ventures, strategic investments or changes in business strategy; • the passage of legislation or other regulatory developments that adversely affect us or our industry; • speculation in the press or investment community; • failure to satisfy the listing requirements of NYSE; • failure to comply with the requirements of the Sarbanes-Oxley Act of 2002; • actions by institutional stockholders; • changes in accounting principles; and • general market conditions, including factors unrelated to our performance.
As of December 31, 2024, we have investments in the United Kingdom, or the UK, and the Isle of Man that represent 1.3% of our portfolio, based on our aggregate purchase price of real estate investments. If we are unable to successfully manage the risks associated with international expansion and operations, we may be adversely affected.
As of December 31, 2025, we have investments in the United Kingdom, or the UK, and the Isle of Man that represent 1.1% of our portfolio, based on our aggregate purchase price of real estate investments. If we are unable to successfully manage the risks associated with international expansion and operations, we may be adversely affected.
In addition, lenders may have recourse to assets other than those specifically securing the repayment of indebtedness. For tax purposes, a foreclosure on any of our properties will be treated as a disposition of the property, which could cause us to 34 Table of Contents recognize taxable income on foreclosure, without receiving corresponding cash proceeds.
In addition, lenders may have recourse to assets other than those specifically securing the repayment of indebtedness. For tax purposes, a foreclosure on any of our properties will be treated as a disposition of the property, which could cause us to recognize taxable income on foreclosure, without receiving corresponding cash proceeds.
In addition, we would likely be required to fund certain expenses and obligations to preserve the value of our properties, avoid the imposition of liens on our properties or transition our properties to a new tenant or operator. Additionally, we lease many of our properties to healthcare providers who provide long-term custodial care to the elderly.
In addition, we would likely be required to fund certain expenses and obligations to preserve the value of our properties, avoid the imposition of liens on our 13 Table of Contents properties or transition our properties to a new tenant or operator. Additionally, we lease many of our properties to healthcare providers who provide long-term custodial care to the elderly.
Acquired properties may be located in new markets, either within or outside the United States, where we may face risks associated with a lack of market knowledge or understanding of the local economy, lack of business relationships in the area, costs associated with opening a new regional office, and unfamiliarity with local governmental and permitting procedures.
Acquired properties may be located in new markets, either within or outside the United States, where we may face risks associated with a lack of market knowledge or understanding of the local economy, lack of business relationships in the area, costs associated with opening a new regional office, and unfamiliarity with local governmental and 15 Table of Contents permitting procedures.
As such, operational risks include, and our resulting revenues therefore depend on, the availability and cost of general and professional liability insurance coverage or increases in insurance policy deductibles. 23 Table of Contents Inaccuracies in our underwriting assumptions and/or delays in the selection, acquisition, expansion or development of real properties may materially and adversely affect us.
As such, operational risks include, and our resulting revenues therefore depend on, the availability and cost of general and professional liability insurance coverage or increases in insurance policy deductibles. Inaccuracies in our underwriting assumptions and/or delays in the selection, acquisition, expansion or development of real properties may materially and adversely affect us.
The financial impact of these and any future administrative actions on our tenants and operators could adversely affect a 29 Table of Contents tenant’s ability to make rent payments to us or an operator’s ability to operate facilities held in RIDEA structures efficiently, either of which could have a material adverse effect on us.
The financial impact of these and any future administrative actions on our tenants and operators could adversely affect a tenant’s ability to make rent payments to us or an operator’s ability to operate facilities held in RIDEA structures efficiently, either of which could have a material adverse effect on us.
Other financing agreements or instruments that we enter into or issue (including preferred stock) in the future also may limit our ability to pay cash dividends on our common stock.
Other financing agreements or instruments that we enter into or issue (including preferred stock) in the future also may limit our ability to pay cash distributions on our Common Stock.
Payment of future dividends is subject to declaration by our board 42 Table of Contents of directors and depends on a number of factors, including funds available for the payment of distributions, our financial condition, capital expenditure requirements, annual distribution requirements needed to maintain our status as a REIT under the Code, restrictions imposed by our organizational documents and Maryland law and other factors as our board of directors may deem relevant from time to time.
Payment of future distributions is subject to declaration by our board of directors and depends on a number of factors, including funds available for the payment of distributions, our financial condition, capital expenditure requirements, annual distribution requirements needed to maintain our status as a REIT under the Code, restrictions imposed by our organizational documents and Maryland law and other factors as our board of directors may deem relevant from time to time.
We cannot predict the impact of state CON laws or similar laws on our development or expansion of facilities or the operations of our tenants or operators. 28 Table of Contents In addition, in certain areas, state CON laws materially limit the ability of competitors to enter into the markets served by our facilities, thereby limiting competition.
We cannot predict the impact of state CON laws or similar laws on our development or expansion of facilities or the operations of our tenants or operators. In addition, in certain areas, state CON laws materially limit the ability of competitors to enter into the markets served by our facilities, thereby limiting competition.
Additional changes to the tax laws, and administration of those laws by the IRS, are likely 39 Table of Contents to continue to occur, and we cannot assure our stockholders that any such changes will not adversely affect our taxation and our ability to continue to qualify as a REIT or the taxation of a stockholder.
Additional changes to the tax laws, and administration of those laws by the IRS, are likely to continue to occur, and we cannot assure our stockholders that any such changes will not adversely affect our taxation and our ability to continue to qualify as a REIT or the taxation of a stockholder.
This could also adversely affect our tenants’ ability to make rental payments to us, which could materially and adversely affect us. Ownership of property outside the United States may subject us to different or greater risks than those associated with our domestic operations.
This could also adversely affect our tenants’ ability to make rental payments to us, which could materially and adversely affect us. 21 Table of Contents Ownership of property outside the United States may subject us to different or greater risks than those associated with our domestic operations.
Our stockholders are urged to consult with their tax advisor with respect to the impact of recent legislation on their investment in our stock and the status of legislative, regulatory or administrative developments and proposals and their potential effect on an investment in shares of our common stock.
Our stockholders are urged to consult with their tax advisor with 33 Table of Contents respect to the impact of recent legislation on their investment in our stock and the status of legislative, regulatory or administrative developments and proposals and their potential effect on an investment in shares of our Common Stock.
Our ability to pay dividends in the future may be limited by agreements relating to our indebtedness and other factors. Agreements relating to our indebtedness may limit our ability to pay cash dividends on our common stock.
Our ability to pay distributions in the future may be limited by agreements relating to our indebtedness and other factors. Agreements relating to our indebtedness may limit our ability to pay cash distributions on our Common Stock.
There can be no assurance that our current or any future development or expansion projects will be completed in accordance with our budgeted expectations, that they will achieve our underwritten returns or result in yields on cost similar to those achieved on past investments, that they will be stabilized in accordance with our expectations or at all or that, if stabilization is achieved, such stabilization will be maintained.
There can be no assurance that our current or any future development or expansion projects will be completed 20 Table of Contents in accordance with our budgeted expectations, that they will achieve our underwritten returns or result in yields on cost similar to those achieved on past investments, that they will be stabilized in accordance with our expectations or at all or that, if stabilization is achieved, such stabilization will be maintained.
If we default under the Credit Facility, or if future financing agreements or instruments restrict our ability to pay cash dividends, we will be restricted in our ability to pay cash dividends on our common stock unless we can refinance amounts outstanding under those agreements or instruments.
If we default under the 2024 Credit Facility, or if future financing agreements or instruments restrict our ability to pay cash distributions, we will be restricted in our ability to pay cash distributions on our Common Stock unless we can refinance amounts outstanding under those agreements or instruments.
Sustained failure to demonstrate improvement towards meeting all claim filing and documentation requirements could ultimately lead to Medicare and Medicaid decertification, which materially and adversely affects us. Adverse actions by CMS may also cause third-party payor or licensure authorities to audit our tenants or operators.
Sustained failure to demonstrate improvement towards meeting all claim filing and documentation requirements could ultimately lead to Medicare and Medicaid decertification, which materially and adversely affects us. Adverse actions by CMS may also cause 27 Table of Contents third-party payor or licensure authorities to audit our tenants or operators.
Terrorist attacks, acts of violence or war, political protests and unrest or public health crises (including the COVID-19 pandemic) have negatively affected, and may in the future affect, our operations and our stockholders’ investments.
Terrorist attacks, acts of violence or war, political protests and unrest or public health crises (such as the COVID-19 pandemic) have negatively affected, and may in the future affect, our operations and our stockholders’ investments.
The Health & Care Professions Council, the regulator of health, psychological and care professionals in the UK, requires a qualification to 33 Table of Contents demonstrate standards of proficiency and also set standards, hold a register, quality assure education and investigate complaints.
The Health & Care Professions Council, the regulator of health, psychological and care professionals in the UK, requires a qualification to demonstrate standards of proficiency and also set standards, hold a register, quality assure education and investigate complaints.
Although we believe that other qualified national and regional operators would be interested in managing our integrated senior health campuses, we cannot provide any assurance that we would be able to locate another suitable operator or, if we were successful in locating such an operator, that it would manage the integrated senior health campuses efficiently and effectively or that any such transition would be completed timely or would not require substantial capital expenditures.
Although we believe that other qualified national and regional operators would be interested in managing our ISHC, we cannot provide any assurance that we would be able to locate another suitable operator or, if we were successful in locating such an operator, that it would manage the ISHC efficiently and effectively or that any such transition would be completed timely or would not require substantial capital expenditures.
Moreover, the transition to a replacement operator may require approval by the applicable regulatory authorities and, in most cases, one or more of our lenders, including the mortgage lenders for certain of the integrated senior health campuses, and we cannot provide any assurance that such approvals would be granted on a timely basis, if at all.
Moreover, the transition to a replacement operator may require approval by the applicable regulatory authorities and, in most cases, one or more of our lenders, including the mortgage lenders for certain of the ISHC, and we cannot provide any assurance that such approvals would be granted on a timely basis, if at all.
Any inability to replace or delay in replacing the Trilogy Manager as the operator of our integrated senior health campuses with a highly qualified successor on favorable terms could have a material adverse effect on us. We may incur additional costs in re-leasing properties with specialized uses, which could materially and adversely affect us.
Any inability to replace or delay in replacing the Trilogy Manager as the operator of our ISHC with a highly qualified successor on favorable terms could have a material adverse effect on us. We may incur additional costs in re-leasing properties with specialized uses, which could materially and adversely affect us.
Therefore, to the extent we borrow at fixed rates or enter into fixed interest rate swaps, we will not benefit from reduced interest expense if interest rates decrease in the future below our borrowing rates. Hedging activity may expose us to risks.
Therefore, to the extent we borrow at fixed rates or enter into fixed interest rate swaps, we will not benefit from reduced interest expense if interest rates decrease in the future below our borrowing rates. 29 Table of Contents Hedging activity may expose us to risks.
If we incur a loss greater than insured limits, or if for any reason insurance coverage is unavailable, we could lose our capital invested in the 26 Table of Contents affected property, as well as anticipated future revenue from that property.
If we incur a loss greater than insured limits, or if for any reason insurance coverage is unavailable, we could lose our capital invested in the affected property, as well as anticipated future revenue from that property.
These changes included aggregate reductions to Medicare payments to providers of 2% per fiscal year, which went into effect on April 1, 2013, and, due to subsequent legislative amendments to the statute, some of which have changed the 2% amount for specific years or suspended the 2% for specific years, will remain in effect through 2032, unless additional Congressional action is taken.
These changes included aggregate reductions to Medicare payments to providers of 2% per fiscal year, which went into effect on April 1, 2013, and, due to subsequent legislative amendments to the statute, some of which have changed the 2% amount for specific years or suspended the 2% for specific years, will remain in effect through the first eleven months of the President’s fiscal year 2032 sequestration order, unless additional Congressional action is taken.
If we or our independent registered public accounting firm discover control issues, we will make efforts to improve our internal control over financial reporting and disclosure controls. However, there is no assurance that we will be successful.
If we or our independent registered public accounting firm discover control issues, we will make efforts to improve our internal control over financial reporting and disclosure controls. However, there is no assurance that we will be 37 Table of Contents successful.
If we do not have access to sufficient funding on favorable terms in the future, we may not be able to acquire new properties, make necessary capital improvements to our existing properties, pay other expenses or expand our business when desired, or at all, which would have a material adverse effect on us.
If we do not have access to sufficient funding on favorable terms in the future, we may not be able to acquire new properties, pay other expenses or expand our business when desired, or at all, which would have a material adverse effect on us.
As of December 31, 2024, we own fee simple interests in all of our land, buildings and campuses, except for the following properties that are located on land that is subject to ground leases: (a) 18 OM buildings; (b) five integrated senior health campuses; and (c) one SNF, in each case, for which we own fee simple interests in the building and other improvements on such properties.
As of December 31, 2025, we own fee simple interests in all of our land, buildings and campuses, except for the following properties that are located on land that is subject to ground leases: (a) 18 OM buildings; (b) five ISHC; and (c) one SNF, in each case, for which we own fee simple interests in the building and other improvements on such properties.
Additionally, our ability to pay dividends may be impaired if any of the risks described in this Annual Report on Form 10-K for the year ended December 31, 2024 were to occur.
Additionally, our ability to pay distributions may be impaired if any of the risks described in this Annual Report on Form 10-K for the year ended December 31, 2025 were to occur.
Some of our acquisitions may not prove to be successful. We could encounter unanticipated difficulties and expenditures relating to any acquired properties, including contingent liabilities, and acquired properties might require significant management attention that would otherwise be devoted to our ongoing business. Such expenditures may negatively affect our results of operations.
We could encounter unanticipated difficulties and expenditures relating to any acquired properties, including contingent liabilities, and acquired properties might require significant management attention that would otherwise be devoted to our ongoing business. Such expenditures may negatively affect our results of operations.
If we cannot obtain debt or equity funding on favorable terms, our ability to acquire, and make necessary capital improvements to, properties may be impaired or delayed, which could have a material adverse effect on us. Our identified sources of debt or equity funding may not be available to us on favorable terms or at all.
If we cannot obtain debt or equity funding on favorable terms, our ability to acquire properties may be impaired or delayed, which could have a material adverse effect on us. Our identified sources of debt or equity funding may not be available to us on favorable terms or at all.
In the event that we exercise our rights to terminate the management agreement with the Trilogy Manager for any reason or such agreements are not renewed upon expiration of their terms, we would attempt to reposition the affected integrated senior health campuses with another operator.
In the event that we exercise our rights to terminate the management agreement with the Trilogy Manager for any reason or such agreements are not renewed upon expiration of their terms, we would attempt to reposition the affected ISHC with another operator.
Therefore, issuances of common stock or other equity securities, including sales of shares of our common stock under the ATM Offering, pursuant to any forward sale agreement, or upon conversion or exchange of securities convertible into or exchangeable for common stock, will generally dilute the holdings of our existing stockholders.
Therefore, issuances of common stock or other equity securities, including sales of shares of our Common Stock under an at the market equity offering program, pursuant to any forward sale agreement, or upon conversion or exchange of securities convertible into or exchangeable for Common Stock, will generally dilute the holdings of our existing stockholders.
As such, any adverse developments in the Trilogy Manager’s business or financial strength, including its ability to retain key personnel, could impair its ability to manage our integrated senior health campuses efficiently and effectively and could have a material adverse effect on us.
As such, any adverse developments in the Trilogy Manager’s business or financial strength, including its ability to retain key personnel, could impair its ability to manage our ISHC efficiently and effectively and could have a material adverse effect on us.
With respect to our SHOP and integrated senior health campuses, we are ultimately responsible for operational risks and other liabilities of the facility, other than those arising out of certain actions by our operator, such as gross negligence or willful misconduct.
With respect to our SHOP and ISHC, we are ultimately responsible for operational risks and other liabilities of the facility, other than those arising out of certain actions by our operator, such as gross negligence or willful misconduct.
Consequently, we may not be able to recover the carrying amount of our properties, which may require us to recognize an impairment charge or record a loss on sale in our financial results; • reduced values of our properties may limit our ability to obtain or maintain debt financing secured by our properties and may reduce the availability of unsecured loans; • constricted access to credit may result in tenant defaults or non-renewals under leases; • layoffs may lead to a lower demand for medical services and cause vacancies to increase and a lack of future population and job growth may make it difficult to maintain or increase occupancy levels; • disruptions in the financial markets, deterioration in economic conditions or a public health crisis, such as the COVID-19 pandemic, have resulted in the past, and may result in the future, in lower occupancy in our facilities, increased vacancy rates for commercial real estate due to generally lower demand for rentable space, as well as an oversupply of rentable space; • governmental actions and initiatives, including risks associated with the impact of a prolonged government shutdown or budgetary reductions or impasses; • regulatory and legal uncertainty arising from governmental actions and associated legal challenges, laws that may differ or conflict with those in other jurisdictions, and lack of clarity or shifting governmental priorities regarding the enforcement of rules and regulations; and • increased insurance premiums, deductibles and other fees, real estate taxes or utilities or other expenses, such as inflation of costs or supplies, will decrease our financial results and may reduce funds available for distribution to our stockholders or, to the extent such increases are passed through to tenants, may lead to tenant defaults.
Consequently, we may not be able to recover the carrying amount of our properties, which may require us to recognize an impairment charge or record a loss on sale in our financial results; • reduced values of our properties may limit our ability to obtain or maintain debt financing secured by our properties and may reduce the availability of unsecured loans; • constricted access to credit may result in tenant defaults or non-renewals under leases; 14 Table of Contents • layoffs may lead to a lower demand for medical services and cause vacancies to increase and a lack of future population and job growth may make it difficult to maintain or increase occupancy levels; • disruptions in the financial markets, deterioration in economic conditions or a public health crisis, such as the COVID-19 pandemic, have resulted in the past, and may result in the future, in lower occupancy in our facilities, increased vacancy rates for commercial real estate due to generally lower demand for rentable space, as well as an oversupply of rentable space; • geopolitical conflicts or events that may impact or result in elevated inflation and interest rates, political or social conflict, unrest or violence or similar events, tariffs, supply chains and the value of the U.S. dollar relative to other currencies; • governmental actions and initiatives and private sector or consumer reactions to such events, including risks associated with the impact of a prolonged government shutdown or budgetary reductions or impasses; • regulatory and legal uncertainty arising from governmental actions and associated legal challenges, laws that may differ or conflict with those in other jurisdictions, and lack of clarity or shifting governmental priorities regarding the enforcement of rules and regulations; and • increased insurance premiums, deductibles and other fees, real estate taxes or utilities or other expenses, such as inflation of costs or supplies, will decrease our financial results and may reduce funds available for distribution to our stockholders or, to the extent such increases are passed through to tenants, may lead to tenant defaults.
We rely on the Trilogy Manager’s personnel, expertise, technical resources and information systems, proprietary information, good faith and judgment to manage our integrated senior health campuses operations efficiently and effectively, and to identify and manage development opportunities for new integrated senior health campuses.
We rely on the Trilogy Manager’s personnel, expertise, technical resources and information systems, proprietary information, good faith and judgment to manage our ISHC operations efficiently and effectively, and to identify and manage development opportunities for new ISHC.
For example, the EU recently adopted the Corporate Sustainability Reporting Directive that will impose disclosure of the risks and opportunities arising from social and environmental issues and of the impact of companies’ activities on people and the environment.
For example, the EU has adopted the Corporate Sustainability Reporting Directive that imposes disclosure of the risks and opportunities arising from social and environmental issues and of the impact of companies’ activities on people and the environment.
The healthcare industry is currently experiencing: • changes in the demand for and methods of delivering healthcare services; • changes in third-party reimbursement policies; 31 Table of Contents • significant unused capacity in certain areas, which has created substantial competition for patients among healthcare providers in those areas; • increased expenses for uninsured patients; • increased competition among healthcare providers; • increased liability insurance expenses; • continued pressure by private and governmental payors to reduce payments to providers of services; • increased scrutiny of billing, referral and other practices by federal and state authorities; • changes in federal and state healthcare program payment models; • increased emphasis on compliance with privacy and security requirements related to personal health information; and • increased instability in the Health Insurance Exchange market and lack of access to insurance plans participating in the exchange.
The healthcare industry is currently experiencing: • changes in the demand for and methods of delivering healthcare services; • changes in third-party reimbursement policies; • increased expenses for uninsured patients; • increased competition among healthcare providers; • increased liability insurance expenses; • continued pressure by private and governmental payors to reduce payments to providers of services; • increased scrutiny of billing, referral and other practices by federal and state authorities; • changes in federal and state healthcare program payment models; • increased emphasis on compliance with privacy and security requirements related to personal health information; and • increased instability in the Health Insurance Exchange market and lack of access to insurance plans participating in the exchange.
Additionally, inflationary pricing may have a negative effect on the acquisition and construction costs necessary to complete our development and redevelopment projects, including, but not limited to, costs of construction materials, labor and services from third-party contractors and suppliers.
Additionally, inflationary pricing may increase the acquisition and construction costs necessary to complete our development and redevelopment projects, including, but not limited to, costs of construction materials, labor and services from third-party contractors and suppliers.
We also believe that there has been, and will continue to be, an increase in regulatory or other governmental investigations of certain healthcare providers, particularly in the area of Medicare/Medicaid false claims, as well as an increase in enforcement actions resulting from these investigations. Insurance may not always be available to cover such losses.
We also believe that there has been, and will continue to be, an increase in regulatory or other governmental investigations of certain healthcare providers, particularly in the area of Medicare/Medicaid false claims, as well as an increase in enforcement actions resulting from these investigations.
For taxable years beginning after December 31, 2017 and before January 1, 2026, U.S. individuals, trusts and estates are permitted a deduction for certain pass-through business income, including “qualified REIT dividends” (generally, dividends received by a REIT stockholder that are not designated as capital gain dividends or qualified dividend income), allowing them to deduct up to 20.0% of such amounts, subject to certain limitations.
U.S. individuals, trusts and estates are permitted a deduction for certain pass-through business income, including “qualified REIT dividends” (generally, dividends received by a REIT stockholder that are not designated as capital gain dividends or qualified dividend income), allowing them to deduct up to 20.0% of such amounts, subject to certain limitations.
Risks Related to the Healthcare Industry • The healthcare industry is heavily regulated, and new laws or regulations, changes to existing laws or regulations, loss of licensure or failure to obtain licensure could result in the inability of our tenants to make rent payments to us or adversely affect our operators’ ability to operate facilities held in RIDEA structures. 15 Table of Contents • Reimbursement rates from third-party payors, including Medicare and Medicaid, that do not rise as quickly, or at all, compared to the rate of inflation, could adversely affect our tenants’ operations and ability to make rental payments to us or our profitability from operating facilities held in RIDEA structures. • If seniors delay moving to senior housing facilities until they require greater care or forgo moving to senior housing facilities altogether, such action could have a material adverse effect on us. • We, our tenants and our operators for our senior housing facilities and SNFs may be subject to various government reviews, audits and investigations that could materially and adversely affect us, including an obligation to refund amounts previously paid to us, potential criminal charges, the imposition of fines and/or the loss of the right to participate in Medicare and Medicaid programs.
Risks Related to the Healthcare Industry • The healthcare industry is heavily regulated, and new laws or regulations, changes to existing laws or regulations, loss of licensure or failure to obtain licensure could result in the inability of our tenants to make rent payments to us or adversely affect our operators’ ability to operate facilities held in RIDEA structures. • Reimbursement rates from third-party payors, including Medicare and Medicaid, that do not rise as quickly, or at all, compared to the rate of inflation and the cost of providing items and services, could adversely affect our tenants’ 12 Table of Contents operations and ability to make rental payments to us or our profitability from operating facilities held in RIDEA structures. • We, our tenants and our operators for our senior housing facilities and SNFs may be subject to various government reviews, audits and investigations that could materially and adversely affect us, including an obligation to refund amounts previously paid to us, potential criminal charges, the imposition of fines and/or the loss of the right to participate in Medicare and Medicaid programs.
We evaluate a lease’s property-level rent coverage ratio. Our calculations of rent coverage ratios are unaudited and are based on financial information provided to us by our tenants without independent verification on our part, and we must assume the appropriateness of estimates and judgments that were made by the party preparing the financial information.
Our calculations of rent coverage ratios are unaudited and are based on financial information provided to us by our tenants without independent verification on our part, and we must assume the 19 Table of Contents appropriateness of estimates and judgments that were made by the party preparing the financial information.
Any one or a combination of these risks could have a material adverse effect on us. 19 Table of Contents In the event that our management agreement with the Trilogy Manager is terminated or not renewed, we may be unable to replace the Trilogy Manager with another suitable operator, or, if we were successful in locating such an operator, we cannot guarantee that it would manage the integrated senior health campuses efficiently and effectively or that any such transition would be completed timely, which may have a material adverse effect on us.
In the event that our management agreement with the Trilogy Manager is terminated or not renewed, we may be unable to replace the Trilogy Manager with another suitable operator, or, if we were successful in locating such an operator, we cannot guarantee that it would manage the ISHC efficiently and effectively or that any such transition would be completed timely, which may have a material adverse effect on us.
These types of support are not available to our properties. Operators of competing properties may provide superior services than those provided by our operators, which could reduce the competitiveness of our properties, which could have a material adverse effect on us.
Operators of competing properties may provide superior services than those provided by our operators, which could reduce the competitiveness of our properties, which could have a material adverse effect on us.
Prosky or one of our other executives or key executive officers are no longer employed by 17 Table of Contents us, for any reason, it could have a material adverse effect on us, and we may not be able to attract and hire equally capable individuals to replace them.
Prosky or one of our other key executives is no longer employed by us, it could have a material adverse effect on us, and we may not be able to attract and hire equally capable individuals to replace them.
Risks Related to Our Business and Financial Results • The financial deterioration, insolvency or bankruptcy of one or more of our major tenants, operators, borrowers or other obligors could have a material adverse effect on us. • We are dependent on tenants for our revenue, and lease defaults or terminations could reduce our ability to make distributions to our stockholders. • We have experienced net losses in the past and we may experience additional losses in the future. • Our prior performance may not be an accurate predictor of our ability to achieve our business objectives or of our future results. • Our success is dependent on the performance and continued contributions of certain of our key personnel, and, in the event they are no longer employed by us, we could be materially and adversely affected. • All of our integrated senior health campuses are managed by Trilogy Management Services, LLC, or the Trilogy Manager, and account for a significant portion of our revenues and operating income.
Risks Related to Our Business and Financial Results • The financial deterioration, insolvency or bankruptcy of one or more of our major tenants, operators, borrowers or other obligors could have a material adverse effect on us. • We are dependent on tenants for our revenue, and lease defaults or terminations could reduce our ability to make distributions to our stockholders. • We have experienced net losses in the past and we may experience additional losses in the future. • Our success depends, in part, on the continued contributions of certain of our key executives; in the event that a key executive is no longer employed by us or otherwise becomes unavailable to us for an extended period of time we could be materially and adversely affected. • All of our ISHC are managed by Trilogy Management Services, LLC, or the Trilogy Manager, and account for a significant portion of our revenues and operating income.
If we pay higher prices per property or receive lower prices for dispositions of our senior housing, SNFs, OM buildings or other healthcare-related facilities as a result of such competition, we may be materially and adversely affected. 18 Table of Contents Our investments in, and acquisitions of, senior housing, SNFs, OM buildings and other healthcare-related facilities may be unsuccessful or fail to meet our expectations.
If we pay higher prices per property or receive lower prices for dispositions of our senior housing, SNFs, OM buildings or other healthcare-related facilities as a result of such competition, we may be materially and adversely affected.
Risks Related to Debt Financing We may incur additional indebtedness in the future, which could materially and adversely affect us. As of December 31, 2024, we had indebtedness of $1.7 billion, which is comprised of $689,000,000 in unsecured debt under our 2024 Credit Agreement and $1.0 billion in secured mortgage loans payable.
Risks Related to Debt Financing We may incur additional indebtedness in the future, which could materially and adversely affect us. As of December 31, 2025, we had indebtedness of $1.5 billion, which is comprised of $550 million in unsecured debt under our lines of credit and $986 million in secured mortgage loans payable.
Reimbursement rates from third-party payors, including Medicare and Medicaid, that do not rise as quickly, or at all, compared to the rate of inflation, and which may become unavailable or reduced, could adversely affect our tenants’ operations and ability to make rental payments to us or our profitability from operating facilities held in RIDEA structures.
As a result, the value of the facility may be reduced, which could materially and adversely affect us. 23 Table of Contents Reimbursement rates from third-party payors, including Medicare and Medicaid, that do not rise as quickly, or at all, compared to the rate of inflation and the cost of providing items and services, could adversely affect our tenants’ operations and ability to make rental payments to us or our profitability from operating facilities held in RIDEA structures.
As of December 31, 2024, properties located in Indiana and Ohio accounted for approximately 35.6% and 11.8%, respectively, of our total property portfolio’s annualized base rent or annualized NOI.
As of December 31, 2025, properties located in Indiana and Ohio accounted for approximately 33.4% and 11.5%, respectively, of our total property portfolio’s annualized base rent or annualized NOI.
A downturn in the healthcare industry could negatively affect our lessees’ ability to make lease payments to us and our operators’ ability to manage our properties efficiently and effectively.
A downturn in the commercial real estate industry generally could significantly adversely affect the value of our properties. A downturn in the healthcare industry could negatively affect our lessees’ ability to make lease payments to us and our operators’ ability to manage our properties efficiently and effectively.
Risks Related to Our Common Stock • The market price and trading volume of shares of our common stock may be volatile. • Our ability to pay dividends in the future may be limited by agreements relating to our indebtedness and other factors. • Future offerings of debt securities, which would be senior to our common stock, or equity securities, which would dilute our existing stockholders and may be senior to our common stock, may adversely affect our stockholders. • We may be unable to raise additional capital on favorable terms, or at all, needed to grow our business.
Risks Related to Our Common Stock • The market price and trading volume of shares of our Common Stock may be volatile. • Our ability to pay distributions in the future may be limited by agreements relating to our indebtedness and other factors. • Future offerings of debt securities, which would be senior to our Common Stock, or equity securities, which would dilute our existing stockholders and may be senior to our Common Stock, may adversely affect our stockholders.
However, there can be no assurances that a cybersecurity threat or incident that could have a material impact on us has not occurred or will not occur in the future. 20 Table of Contents While we and our tenants and operators take steps to protect the security of the information maintained in our information technology systems, including the use of commercially available systems, software, tools and monitoring to provide security for processing, transmitting and storing of the information, it is possible that such security measures will not be able to prevent human error or the systems’ improper functioning, or the loss, misappropriation, disclosure or corruption of personally identifiable information or other confidential or sensitive information, including information about our tenants and employees.
While we and our tenants and operators take steps to protect the security of the information maintained in our information technology systems, including the use of commercially available systems, software, tools and monitoring to provide security for processing, transmitting and storing of the information, it is possible that such security measures will not be able to prevent human error or the systems’ improper functioning, or the loss, misappropriation, disclosure or corruption of personally identifiable information or other confidential or sensitive information, including information about our tenants and employees.
In such instances, we may face additional risks including, among others, the following: • we may have increased duties to the other investors or partners in the investment or venture; • in the event of certain events or conflicts, our partners may have recourse against us, including the right to monetary penalties, the ability to force a sale or exit the investment or venture; • our partners may have the right to remove us as the general partner or managing member in certain cases involving cause; and • our subsidiaries that would be the general partner or managing member of the investment or venture could be generally liable, under applicable law or the governing agreement of a venture, for the debts and obligations of the investment or venture, subject to certain exculpation and indemnification rights pursuant to the terms of the governing agreement.
In such instances, we may face additional risks including, among others, the following: • we may have increased duties to the other investors or partners in the investment or venture; • in the event of certain events or conflicts, our partners may have recourse against us, including the right to monetary penalties, the ability to force a sale or exit the investment or venture; • heightened healthcare fraud and abuse risk where we, or our partners, are party to a joint venture, particularly given historic enforcement scrutiny of such arrangements and the complexity of designing such arrangements to meet an available regulatory safe harbor and/or otherwise comply with government guidance; • our partners may have the right to remove us as the general partner or managing member in certain cases involving cause; and • our subsidiaries that would be the general partner or managing member of the investment or venture could be generally liable, under applicable law or the governing agreement of a venture, for the debts and obligations of the investment or venture, subject to certain exculpation and indemnification rights pursuant to the terms of the governing agreement.
Furthermore, if we cannot cover our distributions with cash flows from operations, we may be unable to sustain our distribution rate. 43 Table of Contents Our distributions to stockholders may change, which could adversely affect the market price of shares of our common stock.
At times, we may need to borrow funds to pay distributions, which could increase the costs to operate our business. Furthermore, if we cannot cover our distributions with cash flows from operations, we may be unable to sustain our distribution rate. Our distributions to stockholders may change, which could adversely affect the market price of shares of our Common Stock.
We also rely on the Trilogy Manager to provide accurate campus-level financial results for our integrated senior health campuses in a timely manner and to otherwise operate our integrated senior health campuses in compliance with the terms of our management agreement and all applicable laws and regulations.
We also rely on the Trilogy Manager to provide accurate campus-level financial results for our ISHC in a timely manner and to otherwise operate our ISHC in compliance with the terms of our management agreement and all applicable laws and regulations. We depend on the Trilogy Manager’s ability to attract and retain skilled personnel to provide these services.
All of our integrated senior health campuses are managed by the Trilogy Manager and account for a significant portion of our revenues and operating income. Adverse developments in the Trilogy Manager’s business or financial strength could have a material adverse effect on us.
All of our ISHC are managed by the Trilogy Manager and account for a significant portion of our revenues and operating income. Adverse developments in the Trilogy Manager’s business or financial strength could have a material adverse effect on us. The Trilogy Manager manages all of the day-to-day operations for all of our ISHC pursuant to a long-term management agreement.
Additionally, we own and operate 17 integrated senior health campuses that were leased to Trilogy by third parties. These ground leases contain certain restrictions. These restrictions include limits on our use of the facilities and ability to lease, sell or obtain mortgage financing secured by the facilities.
Additionally, we own and operate 15 ISHC that were leased to Trilogy by third parties. These ground leases contain certain restrictions. These restrictions include limits on our use of the facilities and ability to lease, sell or obtain mortgage financing secured by the facilities. There can be no assurance that the ground leases can be extended beyond the stated terms.
We are subject to the risks of an international or national economic slowdown or downturn and other changes in international, national and local market conditions.
Our financial results and our ability to make distributions to our stockholders are subject to international, national and local market conditions we cannot control or predict. We are subject to the risks of an international or national economic slowdown or downturn and other changes in international, national and local market conditions.
Ground lease costs are contractual, but in some cases, lease payments reset every few years based on changes on consumer price indexes. 21 Table of Contents Operating expenses on our non-RIDEA properties, with the exception of ground lease rental expenses, are typically recoverable through our lease arrangements, which allow us to pass through substantially all expenses associated with property taxes, insurance, utilities, repairs and maintenance and other operating expenses (including increases thereto) to our tenants.
Operating expenses on our non-RIDEA properties, with the exception of ground lease rental expenses, are typically recoverable through our lease arrangements, which allow us to pass through substantially all expenses associated with property taxes, insurance, utilities, repairs and maintenance and other operating expenses (including increases thereto) to our tenants.
Risks Related to Joint Ventures When we serve as a managing member, general partner or controlling party with respect to investments or joint ventures, we may be subject to risks and liabilities that we would not otherwise face. In certain circumstances, we may serve as a managing member, general partner or controlling party with respect to investments and joint ventures.
In certain circumstances, we may serve as a managing member, general partner or controlling party with respect to investments and joint ventures.
If the operating partnership fails to maintain its status as a partnership and were to be treated as a corporation for U.S. federal income tax purposes, its income may be subject to taxation, which would reduce the cash available for distribution to stockholders and likely result in a loss of our REIT status.
Thus, compliance with the REIT requirements could materially and adversely affect us and may hinder our ability to operate solely on the basis of maximizing our financial results. 34 Table of Contents If the operating partnership fails to maintain its status as a partnership and were to be treated as a corporation for U.S. federal income tax purposes, its income may be subject to taxation, which would reduce the cash available for distribution to stockholders and likely result in a loss of our REIT status.

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Item 1C. Cybersecurity

Cybersecurity — threats and controls disclosure

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Biggest changeEndpoints are routinely reviewed and scanned, with our Information Technology team addressing any identified issues to ensure ongoing protection. 44 Table of Contents We also engage external vendors to conduct external vulnerability scanning and assess our policies and practices. To safeguard critical systems, we maintain encrypted, immutable backups and conduct regular testing to confirm their confidentiality, integrity and availability.
Biggest changeEndpoints are routinely reviewed and scanned, with our Information Technology team addressing any identified issues to ensure ongoing protection. We also engage external vendors to conduct vulnerability scanning and assess our policies and practices. To safeguard critical systems, we maintain encrypted, immutable backups and conduct regular testing to confirm their confidentiality, integrity and availability.
Our Chief Operating Officer leads the Cybersecurity Incident Management Team, a cross-functional team that comprises Internal Audit, Legal, Information Technology, Risk Management and Accounting leaders. These individuals meet regularly and receive reports of, and monitor, the prevention, mitigation, detection and remediation of cybersecurity incidents.
Our Chief Operating Officer leads the Cybersecurity Incident Management Team, a cross-functional team that comprises Internal Audit, Legal, Information Technology, Risk Management and Accounting leaders. These individuals meet 38 Table of Contents regularly and receive reports of, and monitor, the prevention, mitigation, detection and remediation of cybersecurity incidents.
Our risk management strategy begins with identifying areas of risk through risk assessment and an annual review of our practices and policies against the National Institute of Standards and Technology, or NIST, Cybersecurity Framework. This framework encompasses six major focus areas and 106 subcategories.
Our risk management strategy begins with identifying areas of risk through risk assessment and an annual review of our practices and policies against the National Institute of Standards and Technology, or NIST, Cybersecurity Framework. This framework encompa sses six major focus areas and 106 subcategories.
As of December 31, 2024, we are not aware of any cybersecurity threats or incidents that have materially affected us; however, there can be no guarantee that we will not be the subject of future attacks, threats or incidents that may have a material impact on our business strategy, results of operations or financial condition.
As of December 31, 2025, we are not aware of any cybersecurity threats or incidents that have materially affected us; h owever, there can be no guarantee that we will not be the subject of future attacks, threats or incidents that may have a material impact on our business strategy, results of operations or financial condition.
Governance Reporting to the Chief Operating Officer, our Vice President of Information Technology, who has extensive cybersecurity knowledge and skills from over 16 years of relevant work experience at our company and elsewhere, leads our Information Technology team, which is responsible for developing and implementing our information security program across our business.
Governance Reporting to the Chief Operating Officer, our Vice President of Information Technology , who has extensive cybersecurity knowledge and skills from over 17 years of relevant w ork experience at our company and elsewhere, leads our Information Technology team, which is responsible for developing and implementing our information security program across our business.
In addition, we engage third-party consultants to test our IT control effectiveness throughout the year, and any known exceptions and test results are communicated to management and the Audit Committee on a quarterly basis. 45 Table of Contents
In addition, we engage third-party consultants to test our IT control effectiveness throughout the year, and any known exceptions and test results are communicated to management and the Audit Committee on a quarterly basis.

Item 2. Properties

Properties — owned and leased real estate

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Biggest changeFt. of Expiring Leases % of GLA Represented by Expiring Leases Annual Base Rent of Expiring Leases(1) % of Total Annual Base Rent Represented by Expiring Leases 2025 101 571 11.9 % $ 14,576 10.0 % 2026 46 214 4.5 4,939 3.4 2027 69 462 9.6 12,698 8.8 2028 58 512 10.7 15,143 10.4 2029 63 530 11.0 15,214 10.5 2030 47 538 11.2 17,499 12.1 2031 22 190 4.0 5,538 3.8 2032 24 393 8.2 9,879 6.8 2033 14 199 4.2 6,452 4.4 2034 12 226 4.7 5,778 4.0 Thereafter 30 956 20.0 37,487 25.8 Total 486 4,791 100 % $ 145,203 100 % ___________ (1) Amount is based on the total annual contractual base rent expiring in the applicable year, based on leases as of December 31, 2024. 47 Table of Contents Geographic Diversification/Concentration Table The following table lists our property locations and provides certain information regarding our portfolio’s geographic diversification/concentration as of December 31, 2024 (square feet and dollars in thousands): State Number of Buildings/ Campuses GLA (Sq Ft) % of GLA Annualized Base Rent/NOI(1) % of Annualized Base Rent/NOI Alabama 4 260 1.4 % $ 4,323 1.1 % Arkansas 1 51 0.3 601 0.2 Arizona 1 34 0.2 899 0.2 California 7 301 1.6 2,986 0.8 Colorado 6 287 1.5 6,994 1.8 Connecticut 3 107 0.6 2,415 0.6 District of Columbia 1 134 0.7 5,107 1.3 Florida 1 11 0.1 651 0.2 Georgia 11 457 2.4 10,602 2.7 Iowa 1 38 0.2 613 0.2 Illinois 10 330 1.7 5,693 1.5 Indiana 76 5,300 27.7 138,228 35.6 Kansas 2 116 0.6 3,009 0.8 Kentucky 17 1,504 7.9 658 0.2 Louisiana 7 257 1.3 3,073 0.8 Massachusetts 7 513 2.7 12,191 3.1 Maryland 1 77 0.4 1,818 0.5 Michigan 28 1,594 8.3 37,310 9.6 Minnesota 1 46 0.2 932 0.2 Missouri 4 384 2.0 8,450 2.2 Mississippi 2 76 0.4 1,246 0.3 North Carolina 8 330 1.7 7,551 1.9 Nebraska 2 282 1.5 3,600 0.9 New Jersey 4 162 0.8 4,069 1.0 Nevada 1 191 1.0 4,592 1.2 New York 1 91 0.5 3,107 0.8 Ohio 30 2,361 12.3 45,686 11.8 Oregon 25 667 3.5 7,859 2.0 Pennsylvania 8 556 2.9 16,208 4.2 South Carolina 1 59 0.3 1,695 0.4 Tennessee 1 46 0.2 755 0.2 Texas 22 1,454 7.6 22,498 5.8 Utah 1 66 0.3 836 0.2 Virginia 2 282 1.4 6,392 1.5 Washington 7 242 1.3 7,341 1.9 Wisconsin 4 334 1.7 3,729 1.0 Total Domestic 308 19,000 99.2 $ 383,717 98.7 Isle of Man and UK 6 155 0.8 4,944 1.3 Total 314 19,155 100 % $ 388,661 100 % 48 Table of Contents ___________ (1) Amount is based on contractual base rent from leases as of December 31, 2024, with the exception of our SHOP and integrated senior health campuses, which amount is based on annualized NOI due to the characteristics of the RIDEA structure.
Biggest changeFt. of Expiring Leases % of GLA Represented by Expiring Leases Annual Base Rent of Expiring Leases(1) % of Total Annual Base Rent Represented by Expiring Leases 2026 70 282 6.6 % $ 5,968 4.4 % 2027 57 375 8.7 10,671 7.8 2028 59 502 11.7 14,771 10.9 2029 61 500 11.6 14,115 10.4 2030 53 521 12.1 17,522 12.9 2031 29 222 5.2 6,489 4.8 2032 23 397 9.2 10,079 7.4 2033 15 184 4.3 5,853 4.3 2034 12 226 5.3 5,782 4.2 2035 21 179 4.2 7,571 5.6 Thereafter 26 911 21.1 37,115 27.3 Total 426 4,299 100 % $ 135,936 100 % (1) Amount is based on the total annual contractual base rent expiring in the applicable year, based on leases as of December 31, 2025. 40 Table of Contents Geographic Diversification/Concentration Table The following table lists our property locations and provides certain information regarding our portfolio’s geographic diversification/concentration as of December 31, 2025 (square feet and dollars in thousands): State Number of Buildings/ Campuses GLA (Sq Ft) % of GLA Annualized Base Rent/NOI(1) % of Annualized Base Rent/NOI Alabama 4 260 1.1 % $ 4,344 1.0 % Arizona 1 34 0.2 925 0.2 Arkansas 1 51 0.2 733 0.2 California 9 475 2.1 3,169 0.7 Colorado 6 287 1.3 6,982 1.5 Connecticut 3 107 0.5 2,501 0.6 District of Columbia 1 134 0.6 5,235 1.2 Florida 1 11 0.1 - 0.0 Georgia 11 458 2.1 10,090 2.2 Idaho 1 26 0.1 (97 ) 0.0 Illinois 7 288 1.3 5,186 1.1 Indiana 78 5,437 24.5 151,658 33.4 Iowa 1 38 0.2 629 0.1 Kansas 1 76 0.3 2,465 0.5 Kentucky 21 1,740 7.9 10,464 2.3 Louisiana 7 257 1.2 2,089 0.5 Maryland 1 77 0.4 1,682 0.4 Massachusetts 6 473 2.1 12,435 2.7 Michigan 28 1,764 8.0 44,606 9.8 Minnesota 6 761 3.4 19,958 4.4 Mississippi 2 76 0.3 850 0.2 Missouri 2 73 0.3 2,251 0.5 Nebraska 2 282 1.3 3,748 0.8 Nevada 1 191 0.9 3,534 0.8 New Jersey 4 162 0.7 4,212 0.9 New Mexico 2 272 1.2 3,310 0.7 New York 1 91 0.4 3,178 0.7 North Carolina 9 431 1.9 10,255 2.3 Ohio 40 3,057 13.8 52,024 11.5 Oregon 25 667 3.0 5,805 1.3 Pennsylvania 8 571 2.6 14,094 3.1 South Carolina 1 59 0.3 1,740 0.4 Tennessee 1 43 0.2 841 0.2 Texas 21 1,399 6.3 23,201 5.1 Utah 3 223 1.0 1,542 0.3 Virginia 3 910 4.1 11,555 2.5 Washington 7 242 1.1 6,928 1.5 Wisconsin 5 504 2.3 14,470 3.2 Total domestic 331 22,007 99.3 % $ 448,592 98.8 % UK and Isle of Man 6 155 0.7 5,451 1.2 Total 337 22,162 100 % $ 454,043 100 % (1) Amount is based on contractual base rent from leases as of December 31, 2025, with the exception of our SHOP and ISHC, which amount is based on annualized NOI due to the characteristics of the RIDEA structure.
Item 2. Properties. As of December 31, 2024, our principal executive offices are located at 18191 Von Karman Avenue, Suite 300, Irvine, California 92612. We believe our existing leased facilities are in good condition and suitable for the conduct of our business.
Item 2. Properties. As of December 31, 2025, our principal executive offices are located at 18191 Von Karman Avenue, Suite 300, Irvine, California 92612. We believe our existing leased facilities are in good condition and suitable for the conduct of our business.
See Note 12, Redeemable Noncontrolling Interests, and Note 13, Equity — Noncontrolling Interests in Total Equity, to the Consolidated Financial Statements that are part of this Annual Report on Form 10-K, for a further discussion of our noncontrolling interests.
See Note 11, Redeemable Noncontrolling Interests, and Note 12, Equity — Noncontrolling Interests in Total Equity, to the Consolidated Financial Statements that are part of this Annual Report on Form 10-K, for a further discussion of our noncontrolling interests.
We own fee simple interests in all of our land, buildings and campuses, except for the following properties that are located on land that is subject to ground leases: (a) 18 OM buildings; (b) five integrated senior health campuses; and (c) one SNF, in each case, for which we own fee simple interests in the building and other improvements on such properties.
We own fee simple interests in all of our land, buildings and campuses, except for the following properties that are located on land that is subject to ground leases: (a) 18 OM buildings; (b) five ISHC; and (c) one SNF, in each case, for which we own fee simple interests in the building and other improvements on such properties.
For our SHOP and integrated senior health campuses, amount is based on annualized NOI, a non-GAAP financial measure, due to the characteristics of the RIDEA structure. See Part II, Item 7, Management’s Discussion and Analysis of Financial Condition and Results of Operations — Net Operating Income, for a further discussion of NOI.
For our SHOP and ISHC, amount is based on annualized NOI, a non-GAAP financial measure, due to the characteristics of the RIDEA structure. See Part II, Item 7, Management’s Discussion and Analysis of Financial Condition and Results of Operations — Net Operating Income, for a further discussion of NOI.
For additional information regarding our real estate investments, see Schedule III, Real Estate and Accumulated Depreciation, to the Consolidated Financial Statements that are a part of this Annual Report on Form 10-K. 46 Table of Contents Lease Expirations Substantially all of our leases with residents at our SHOP and integrated senior health campuses are for a term of one year or less.
For additional information regarding our real estate investments, see Schedule III, Real Estate and Accumulated Depreciation, to the Consolidated Financial Statements that are a part of this Annual Report on Form 10-K. Lease Expirations Substantially all of our leases with residents at our SHOP and ISHC are for a term of one year or less.
The following table presents the sensitivity of our annual base rent due to lease expirations for the next 10 years and thereafter at our properties as of December 31, 2024, excluding our SHOP and integrated senior health campuses (square feet and dollars in thousands): Year Number of Expiring Leases Total Sq.
The following table presents the sensitivity of our annual base rent due to lease expirations for the next 10 years and thereafter at our properties as of December 31, 2025, excluding our SHOP and ISHC (square feet and dollars in thousands): Year Number of Expiring Leases Total Sq.
Indebtedness For a discussion of our indebtedness, see Note 8, Mortgage Loans Payable, Net, and Note 9, Lines of Credit and Term Loan, to the Consolidated Financial Statements that are a part of this Annual Report on Form 10-K.
Indebtedness For a discussion of our indebtedness, see Note 7, Mortgage Loans Payable, and Note 8, Lines of Credit and Term Loan, to the Consolidated Financial Statements that are a part of this Annual Report on Form 10-K. 41 Table of Contents
(2) Leased percentage includes all third-party leased space at our non-RIDEA properties (including master leases), except for our SHOP and integrated senior health campuses where leased percentage represents resident occupancy on the available units/beds therein. (3) Total portfolio weighted average leased percentage excludes our SHOP and integrated senior health campuses.
(2) Leased percentage includes all third-party leased space at our non-RIDEA properties (including master leases), except for our SHOP and ISHC where leased percentage represents resident occupancy on the available units/beds therein. (3) Weighted average leased percentage excludes our ISHC and SHOP.
The following information generally applies to our properties: • we believe all of our properties are adequately covered by insurance and are suitable for their intended purposes; • we have no plans for any material renovations, improvements or development with respect to any of our properties, except in accordance with planned budgets and within our integrated senior health campuses segment; • our properties are located in markets where we are subject to competition for attracting new tenants and residents, as well as retaining current tenants and residents; and • depreciation is provided on a straight-line basis over the estimated useful lives of the buildings and capital improvements, up to 39 years, over the shorter of the lease term or useful lives of the tenant improvements, up to 34 years, and over the estimated useful life of furniture, fixtures and equipment, up to 28 years.
Additionally, we own and operate 15 ISHC that were leased to Trilogy by third parties. 39 Table of Contents The following information generally applies to our properties: • we believe all of our properties are adequately covered by insurance and are suitable for their intended purposes; • we have no plans for any material renovations, improvements or development with respect to any of our properties, except in accordance with planned budgets and within our ISHC segment; • our properties are located in markets where we are subject to competition for attracting new tenants and residents, as well as retaining current tenants and residents; and • depreciation is provided on a straight-line basis over the estimated useful lives of the buildings and capital improvements, up to 39 years, over the shorter of the lease term or useful lives of the tenant improvements, up to 34 years, and over the estimated useful life of furniture, fixtures and equipment, up to 28 years.
Real Estate Investments As of December 31, 2024, we operated through four reportable business segments: integrated senior health campuses, OM, SHOP and triple-net leased properties. We own and/or operate 100% of our properties as of December 31, 2024, with the exception of our investments in Southlake TX Hospital, Pinnacle Beaumont ALF, Pinnacle Warrenton ALF and Louisiana Senior Housing Portfolio.
Real Estate Investments As of December 31, 2025, we operated through four reportable business segments: ISHC, OM, SHOP and triple-net leased properties. We own and/or operate 100% of our properties as of December 31, 2025, with the exception of our investments in Southlake TX Hospital and Louisiana Senior Housing Portfolio.
The following table presents certain additional information about our real estate investments as of December 31, 2024 (square feet and dollars in thousands): Reportable Segment Number of Buildings/ Campuses GLA (Sq Ft) % of GLA Aggregate Contract Purchase Price Annualized Base Rent/NOI(1) % of Annualized Base Rent/NOI Leased %(2) Integrated senior health campuses 126 9,323 48.6 % $ 2,020,596 $ 210,112 54.1 % 88.0 % OM 84 4,262 22.3 1,205,145 96,173 24.7 87.9 % SHOP 84 4,531 23.7 934,306 52,288 13.5 85.4 % Triple-net leased properties 20 1,039 5.4 373,165 30,088 7.7 100 % Total/weighted average(3) 314 19,155 100 % $ 4,533,212 $ 388,661 100 % 90.3 % ___________ (1) With the exception of our SHOP and integrated senior health campuses, amount is based on annualized contractual base rent from leases as of December 31, 2024.
The following table presents certain additional information about our real estate investments as of December 31, 2025 (square feet and dollars in thousands): Reportable Segment Number of Buildings/ Campuses GLA (Sq Ft) % of GLA Aggregate Contract Purchase Price Annualized Base Rent/NOI(1) % of Annualized Base Rent/NOI Leased %(2) ISHC 147 10,916 49.3 % $ 2,453,252 $ 252,097 55.5 % 90.0 % SHOP 97 6,562 29.6 1,509,107 84,912 18.7 89.5 % OM 74 3,685 16.6 1,090,167 85,801 18.9 88.9 % Triple-net leased properties 19 999 4.5 368,665 31,233 6.9 100 % Total/weighted average(3) 337 22,162 100 % $ 5,421,191 $ 454,043 100 % 91.3 % (1) With the exception of our SHOP and ISHC, amount is based on annualized contractual base rent from leases as of December 31, 2025.
Removed
Additionally, we own and operate 17 integrated senior health campuses that were leased to Trilogy by third parties.

Item 3. Legal Proceedings

Legal Proceedings — active lawsuits and investigations

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Biggest changeItem 3. Legal Proceedings. For a discussion of our legal proceedings, see Note 11, Commitments and Contingencies — Litigation, to the Consolidated Financial Statements that are a part of this Annual Report on Form 10-K. Item 4. Mine Safety Disclosures. Not applicable. 49 Table of Contents PART II
Biggest changeItem 3. Legal Proceedings. For a discussion of our legal proceedings, see Note 10, Commitments and Contingencies — Litigation, to the Consolidated Financial Statements that are a part of this Annual Report on Form 10-K. Item 4. Mine Safety Disclosures. Not applicable. 42 Table of Contents PART II

Item 4. Mine Safety Disclosures

Mine Safety Disclosures — required of mining issuers

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Biggest changeItem 4. Mine Safety Disclosures 49 PART II Item 5. Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities 50 Item 6. [Reserved] 51 Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations 52 Item 7A. Quantitative and Qualitative Disclosures About Market Risk 67
Biggest changeItem 4. Mine Safety Disclosures 42 PART II Item 5. Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities 43 Item 6. [Reserved] 44 Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations 45 Item 7A. Quantitative and Qualitative Disclosures About Market Risk 58

Item 5. Market for Registrant's Common Equity

Market for Common Equity — stock, dividends, buybacks

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Biggest changeThe issuance of shares of Common Stock was exempt from registration pursuant to Section 4(a)(2) of the Securities Act of 1933, as amended. On December 6, 2024, Griffin Capital redeemed a portion of its OP units in exchange for 69,882 shares of our Common Stock on a one-for-one basis.
Biggest changeRecent Sales of Unregistered Securities On December 1, 2025, Griffin Capital redeemed a portion of its OP units in exchange for 67,791 shares of our Common Stock on a one-for-one basis. The issuance of shares of Common Stock was exempt from registration pursuant to Section 4(a)(2) of the Securities Act of 1933, as amended.
Performance Graph The following performance graph and table below compare the cumulative total return (including dividends) of shares of our Common Stock for the period from the listing of our shares on the NYSE on February 7, 2024 through December 31, 2024, with the cumulative returns of the Russell 2000 and the FTSE NAREIT All Equity REITs index, or FNER, over the same period of time.
Performance Graph The following performance graph and table below compare the cumulative total return (including dividends) of shares of our Common Stock for the period from the listing of our shares on the NYSE on February 7, 2024 through December 31, 2025, with the cumulative returns of the Russell 2000 and the FTSE NAREIT All Equity REITs index, or FNER, over the same period of time.
This number does not represent the actual number of beneficial owners of our Common Stock because shares of our Common Stock are frequently held in “street name” by securities dealers and others for the beneficial owners who may vote the shares. Prior to February 7, 2024, there was no established public trading market for our Common Stock.
This number does not represent the actual number of beneficial owners of our Common Stock because shares of our Common Stock are frequently held in “street name” by securities dealers and others for the beneficial owners who may vote the shares.
The information in this paragraph and the following performance graph are deemed “furnished”, not “filed”, with the SEC and is not to be incorporated by reference into any of our filings, whether made before or after the date hereof and irrespective of any general incorporation language contained in such filing, except as shall be expressly set forth by specific reference in such filing.
The information in this paragraph and the following performance graph are deemed “furnished”, not “filed”, with the SEC and is not to be incorporated by reference into any of our filings, whether made before or after the date hereof and irrespective of any general incorporation language contained in such filing, except as shall be expressly set forth by specific reference in such filing. 43 Table of Contents Ticker/Index 2/7/2024 12/31/2024 12/31/2025 AHR $ 100.00 $ 226.64 $ 385.26 Russell 2000 $ 100.00 $ 115.85 $ 130.68 FNER $ 100.00 $ 110.71 $ 113.22
Item 5. Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities. Market Information Our Common Stock began trading on the NYSE under the ticker symbol “AHR” on February 7, 2024. As of February 19, 2025, we had approximately 157,565,295 aggregate shares of our Common Stock outstanding, held by approximately 6,364 stockholders of record.
Item 5. Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities. Market Information Our Common Stock is listed and trades on the NYSE under the ticker symbol “AHR.” As of February 18, 2026, we had approximately 188,028,542 aggregate shares of our Common Stock outstanding, held by approximately 4,815 stockholders of record.
See Part II, Item 7, Management’s Discussion and Analysis of Financial Condition and Results of Operations — Liquidity and Capital Resources — Distributions, for a further discussion of our distributions. Recent Sales of Unregistered Securities On October 18, 2024, Flaherty Trust redeemed all of its OP units in exchange for 211,306 shares of our Common Stock on a one-for-one basis.
See Part II, Item 7, Management’s Discussion and Analysis of Financial Condition and Results of Operations — Liquidity and Capital Resources — Distributions, for a further discussion of our distributions.
As of December 31, 2024, we sold an aggregate of 4,285,531 shares of Common Stock under the ATM Offering for gross proceeds of $120,220,000 at an average gross price of $28.05 per share. Distributions We qualify, and elect to be taxed, as a REIT under the Code, and we intend to continue to qualify to be taxed as a REIT.
Distributions We qualify, and elect to be taxed, as a REIT under the Code, and we intend to continue to qualify to be taxed as a REIT.
Removed
On February 9, 2024, we closed the February 2024 Offering, through which we issued 64,400,000 shares, including the underwriters’ overallotment of 8,400,000 shares, of a new class of Common Stock, $0.01 par value per share, at an initial price to the public of $12.00 per share, for a total of $772,800,000 in gross offering proceeds.
Added
As of December 31, 2025, any distributions of amounts in excess of our current and accumulated earnings and profits have resulted in a return of capital to our stockholders, and some portion of a distribution to our stockholders may have been paid from borrowings.
Removed
On September 20, 2024, we closed the September 2024 Offering, through which we issued 20,010,000 shares, including the underwriter’s overallotment of 2,610,000 shares, $0.01 par value per share, at a price of $23.55 per share, for a total of $471,236,000 in gross offering proceeds. On November 18, 2024, we commenced the ATM Offering.
Added
On November 10, 2025, we granted 73,734 time-based RSUs to one of our RIDEA managers pursuant to the Manager Equity Plan, or the Manager Plan. See Note 12, Equity — Equity Compensation Plans — Manager Equity Plan.
Removed
In November 2022, our board suspended our distribution reinvestment plan, or DRIP, offering beginning with distributions declared for the quarter ending December 31, 2022. In February 2025, our board approved the termination of our DRIP.
Added
Such time-based RSUs vest in three equal installments on each of March 1, 2026, March 1, 2027 and March 1, 2028 (subject to continuous service through each vesting date), and each such time-based RSU represents the right to receive one share of our common stock upon vesting.
Removed
We have not established any limit on the amount of borrowings that may be used to fund distributions, except that, in accordance with Maryland law, we may not make distributions that would: (i) cause us to be unable to pay our debts as they become due in the usual course of business; or (ii) cause our total assets to be less than the sum of our total liabilities plus senior liquidation preferences.
Added
The time-based RSUs were issued in transactions exempt from registration pursuant to Section 4(a)(2) of the Securities Act.
Removed
The issuance of shares of Common Stock was exempt from registration pursuant to Section 4(a)(2) of the Securities Act of 1933, as amended. 50 Table of Contents Purchase of Equity Securities by the Issuer and Affiliated Purchasers In October 2024, we acquired 22,488 shares of our Common Stock, for an aggregate of $567,000 at a weighted average price of $25.23 per share in order to satisfy employee tax withholding requirements associated with the vesting of restricted stock awards issued pursuant to the AHR Incentive Plan.
Added
On November 10, 2025, we granted 73,734 performance-based RSUs representing the right to receive up to 115,099 shares of our common stock upon vesting (such number of shares assumes that we issue shares of our common stock underlying such nonvested performance-based awards at maximum levels for performance and market conditions that have not yet been achieved; to the extent that performance or market conditions do not meet maximum levels, the actual number of shares of our common stock issued under the Manager Plan would be less than the amount reflected above) to our RIDEA Manager pursuant to the Manager Plan.
Removed
The value of the shares withheld is based on the closing price of our Common Stock on the day prior to the vesting date, or if such date is not a trading day, the immediately preceding trading day. In November and December 2024, we did not acquire any shares of our Common Stock.
Added
Such performance-based RSUs will cliff vest on December 31, 2027 (subject to continuous service through that vesting date). The performance-based RSUs were issued in a transaction exempt from registration pursuant to Section 4(a)(2) of the Securities Act.
Removed
Ticker/Index 2/7/2024 12/31/2024 AHR $ 100.00 $ 226.64 Russell 2000 $ 100.00 $ 115.85 FNER $ 100.00 $ 110.71

Item 7. Management's Discussion & Analysis

Management's Discussion & Analysis (MD&A) — revenue / margin commentary

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Biggest changeProperty operating expenses and property operating expenses as a percentage of resident fees and services revenue and grant income, as well as rental expenses and rental expenses as a percentage of real estate revenue, by reportable segment consisted of the following for the periods presented below (dollars in thousands): Year Ended December 31, 2024 2023 Property Operating Expenses Integrated senior health campuses $ 1,430,539 88.3 % $ 1,335,817 89.7 % SHOP 223,354 84.6 % 166,493 89.1 % Total property operating expenses $ 1,653,893 87.8 % $ 1,502,310 89.6 % Rental Expenses OM $ 50,885 37.8 % $ 54,457 37.3 % Triple-net leased properties 2,354 4.5 % 3,018 6.8 % Total rental expenses $ 53,239 28.5 % $ 57,475 30.2 % For the year ended December 31, 2024, as compared to the year ended December 31, 2023, the increase in total property operating expenses for our integrated senior health campuses segment was predominately due to: (i) increased resident occupancy at the facilities within such segment; and (ii) an increase of $26,601,000 within Trilogy’s ancillary business units due to higher labor costs associated with the expansion of services offered and inflation’s impact on labor costs and other operating expenses. 58 Table of Contents For the year ended December 31, 2024, as compared to the year ended December 31, 2023, total property operating expenses for our SHOP segment increased primarily due to: (i) an increase of $38,646,000 due to the acquisition of 14 senior housing properties in Oregon in February 2024; (ii) an increase of $15,102,000 due to the transitioning of the senior housing facilities in our Michigan ALF Portfolio from triple-net leased properties to a managed portfolio utilizing a RIDEA structure in November 2023; (iii) an increase of $4,536,000 due to the acquisition of five senior housing properties in Washington in September 2024; (iv) an increase of $1,071,000 due to the acquisition of one senior housing property in Georgia in October 2024; and (v) increased resident occupancy at the facilities within such segment.
Biggest changeProperty operating expenses and property operating expenses as a percentage of resident fees and services revenue, as well as rental expenses and rental expenses as a percentage of real estate revenue, by reportable segment consisted of the following for the periods presented below (dollars in thousands): Year Ended December 31, 2025 2024 Property Operating Expenses ISHC $ 1,526,933 86.6% $ 1,430,539 88.3% SHOP 266,598 80.6% 223,354 84.6% Total property operating expenses $ 1,793,531 85.6% $ 1,653,893 87.8% Rental Expenses OM $ 48,662 38.6% $ 50,885 37.8% Triple-net leased properties 2,770 7.0% 2,354 4.5% Total rental expenses $ 51,432 31.1% $ 53,239 28.5% For our ISHC segment, total property operating expenses increased by $96,394,000 for the year ended December 31, 2025, as compared to the year ended December 31, 2024, primarily due to: (i) increased resident occupancy and levels of care services at the facilities within such segment, thereby increasing labor costs and other operating expenses; (ii) an increase of $24,655,000 due to the acquisition in July 2025 of five senior housing properties located in Ohio and Michigan; (iii) an increase of $7,417,000 due to the acquisition in July 2025 of four senior housing properties located in Kentucky; and (iv) an increase of $5,239,000 due to the acquisition in December 2025 of 14 senior housing properties located in Ohio, Indiana, New Mexico and North Carolina.
NOI should be reviewed in conjunction with other measurements as an indication of our performance. We believe that NOI is an appropriate supplemental performance measure to reflect the performance of our operating assets because NOI excludes certain items that are not associated with the operations of the properties.
NOI should be reviewed in conjunction with other measurements as an indication of our performance. We believe that NOI is an appropriate supplemental performance measure to reflect the performance of our operating assets because NOI excludes certain items that are not associated with the operations of our properties.
Public Offerings and Listing On February 9, 2024, pursuant to a Registration Statement filed with the SEC, on Form S-11 (File No. 333-267464), as amended, we closed our underwritten public offering, or the February 2024 Offering, through which we issued 64,400,000 shares of Common Stock, for a total of $772,800,000 in gross offering proceeds.
Public Offering and Listing On February 9, 2024, pursuant to a Registration Statement filed with the SEC on Form S-11 (File No. 333-267464), as amended, we closed our underwritten public offering, or the February 2024 Offering, through which we issued 64,400,000 shares of Common Stock, for a total of $772,800,000 in gross offering proceeds.
We may also make distributions with cash from capital transactions including, without limitation, the sale of one or more of our properties. Commitments and Contingencies For a discussion of our commitments and contingencies, see Note 11, Commitments and Contingencies, to the Consolidated Financial Statements that are a part of this Annual Report on Form 10-K.
We may also make distributions with cash from capital transactions including, without limitation, the sale of one or more of our properties. Commitments and Contingencies For a discussion of our commitments and contingencies, See Note 10, Commitments and Contingencies, to the Consolidated Financial Statements that are a part of this Annual Report on Form 10-K.
We have omitted the discussion related to the results of operations and changes in financial condition for fiscal year 2023 compared to fiscal year 2022 from this Annual Report on Form 10-K, but such discussion may be found in Part II, Item 7, Management's Discussion and Analysis of Financial Condition and Results of Operations, in our fiscal year 2023 Annual Report Form 10-K, which was filed with the U.S.
We have omitted the discussion related to the results of operations and changes in financial condition for fiscal year 2024 compared to fiscal year 2023 from this Annual Report on Form 10-K, but such discussion may be found in Part II, Item 7, Management's Discussion and Analysis of Financial Condition and Results of Operations, in our fiscal year 2024 Annual Report Form 10-K, which was filed with the U.S.
Such statements are subject to known and unknown risks and uncertainties, which could cause actual results to differ materially from those projected or anticipated, including, without limitation: changes in economic conditions generally and the real estate market specifically; legislative and regulatory changes, including changes to laws governing the taxation of real estate investment trusts, or REITs, and regulations or proposed regulations governing the operations and sales of health care properties; the availability of capital; our ability to pay down, refinance, restructure or extend our indebtedness as it becomes due; our ability to maintain our qualification as a REIT for U.S. federal income tax purposes; changes in interest rates and foreign currency risk; competition in the real estate industry; changes in accounting principles generally accepted in the United States of America, or GAAP, policies and guidelines applicable to REITs; the success of our investment strategy; cybersecurity incidents and information technology failures, including unauthorized access to our computer systems and/or our vendors’ computer systems and our third-party management companies’ computer systems and/or their vendors’ computer systems; our ability to retain our executive officers and key employees; unexpected labor costs and inflationary pressures; and those risks identified in Item 1A, Risk Factors in this Annual Report on Form 10-K.
Such statements are subject to known and unknown risks and uncertainties, which could cause actual results to differ materially from those projected or anticipated, including, without limitation: changes in economic conditions generally and the real estate market specifically; legislative and regulatory changes, including changes to laws governing the taxation of real estate investment trusts, or REITs, and regulations or proposed regulations governing the operations and sales of health care properties; the availability of capital; our ability to pay down, refinance, restructure or extend our indebtedness as it becomes due; our ability to maintain our qualification as a REIT for U.S. federal income tax purposes; changes in interest rates and foreign currency risk; competition in the real estate industry; changes in accounting principles generally accepted in the United States of America, or GAAP, policies and guidelines applicable to REITs; the success of our investment strategy; cybersecurity incidents and information technology failures, including unauthorized access to our computer systems and/or our vendors’ computer systems and our third-party management companies’ computer systems and/or their vendors’ computer systems; our ability to retain our executive officers and key employees; unexpected labor costs and inflationary pressures; changing macroeconomic, domestic legal and fiscal policies and geopolitical conditions; and those risks identified in Item 1A, Risk Factors in this Annual Report on Form 10-K.
As of December 31, 2024, we were in compliance with all such covenants and requirements on our mortgage loans payable and our lines of credit and term loan. If any future covenants are violated, we anticipate seeking a waiver or amending the debt covenants with the lenders when and if such event should occur.
As of December 31, 2025, we were in compliance with all such covenants and requirements on our mortgage loans payable and our lines of credit and term loan. If any future covenants are violated, we anticipate seeking a waiver or amending the debt covenants with the lenders when and if such event should occur.
A discussion of our significant accounting policies is included within Note 2, Summary of Significant Accounting Policies, to the Consolidated Financial Statements that are a part of this Annual Report on Form 10-K. There have been no significant changes to our critical accounting estimates during 2024.
A discussion of our significant accounting policies is included within Note 2, Summary of Significant Accounting Policies, to the Consolidated Financial Statements that are a part of this Annual Report on Form 10-K. There have been no significant changes to our critical accounting estimates during 2025.
The subjectivity of assumptions used in the future cash flow 54 Table of Contents analysis, including capitalization and growth rates (for estimated future revenues and expenses), period of time we intend to hold and operate the property, general economic conditions and trends, or other available market data such as comparable sales, as applicable, could result in an incorrect assessment of the recoverability of the carrying value of our real estate assets.
The subjectivity of assumptions used in the future cash flow analysis, including capitalization and growth rates (for estimated future revenues and expenses), period of time we intend to hold and operate the property, general economic conditions and trends, or other available market data such as comparable sales, as applicable, could result in an incorrect assessment of the recoverability of the carrying value of our real estate assets.
Such consolidated financial statements and information have been prepared to reflect our financial position as of December 31, 2024 and 2023, together with our results of operations and cash flows for the years ended December 31, 2024, 2023 and 2022. This section discusses the results of operations and cash flows for fiscal year 2024 compared to fiscal year 2023.
Such consolidated financial statements and information have been prepared to reflect our financial position as of December 31, 2025 and 2024, together with our results of operations and cash flows for the years ended December 31, 2025, 2024 and 2023. This section discusses the results of operations and cash flows for fiscal year 2025 compared to fiscal year 2024.
See Note 12, Redeemable Noncontrolling Interests, and Note 13, Equity — Noncontrolling Interests in Total Equity, to the Consolidated Financial Statements that are a part of this Annual Report on Form 10-K, for a further discussion of the ownership in our operating partnership.
See Note 11, Redeemable Noncontrolling Interests, and Note 12, Equity — Noncontrolling Interests in Total Equity, to the Consolidated Financial Statements that are a part of this Annual Report on Form 10-K, for a further discussion of the ownership in our operating partnership.
For the years ended December 31, 2024 and 2023, resident fees and services revenue primarily consisted of rental fees related to resident leases, extended health care fees and other ancillary services, and real estate revenue primarily consisted of base rent and expense recoveries.
For the years ended December 31, 2025 and 2024, resident fees and services revenue primarily consisted of rental fees related to resident leases, extended health care fees and other ancillary services, and real estate revenue primarily consisted of base rent and expense recoveries.
Results of Operations Comparison of the Years Ended December 31, 2024 and 2023 Our operating results are primarily comprised of income derived from our portfolio of properties and expenses in connection with the acquisition and operation of such properties.
Results of Operations Comparison of the Years Ended December 31, 2025 and 2024 Our operating results are primarily comprised of income derived from our portfolio of properties and expenses in connection with the acquisition and operation of such properties.
For a further discussion of these and other factors that could impact our future results or performance, see Part I, Item 1A, Risk Factors, of this Annual Report on Form 10-K. Inflation During the years ended December 31, 2024, 2023 and 2022, inflation has affected our operations.
For a further discussion of these and other factors that could impact our future results or performance, see Part I, Item 1A, Risk Factors, of this Annual Report on Form 10-K. Inflation During the years ended December 31, 2025 and 2024, inflation has affected our operations.
Lines of Credit and Term Loan For a discussion of our lines of credit and term loan, see Note 9, Lines of Credit and Term Loan, to the Consolidated Financial Statements that are a part of this Annual Report on Form 10-K.
Lines of Credit and Term Loan For a discussion of our lines of credit and term loan, see Note 8, Lines of Credit and Term Loan, to the Consolidated Financial Statements that are a part of this Annual Report on Form 10-K.
Our ability to accurately predict future operating results and resulting cash flows, and estimate fair values, impacts the timing and recognition of impairments. While we believe our assumptions are reasonable, changes in these assumptions may have a material impact on our consolidated financial statements.
Our ability to accurately predict future operating 47 Table of Contents results and resulting cash flows, and estimate fair values, impacts the timing and recognition of impairments. While we believe our assumptions are reasonable, changes in these assumptions may have a material impact on our consolidated financial statements.
We define normalized FFO attributable to controlling interest, or Normalized FFO, as FFO further adjusted for the following items included in the determination of GAAP net income (loss): expensed acquisition fees and costs, which we refer to as business acquisition expenses; amounts relating to changes in deferred rent and amortization of above- and below-market leases; the non-cash impact of changes to our equity instruments; non-cash or non-recurring income or expense; the non-cash effect of income tax benefits or expenses; capitalized interest; impairment of intangible assets and goodwill; amortization of closing costs on debt security investments; mark-to-market adjustments included in net income (loss); gains or losses included in net income (loss) from the extinguishment or sale of debt, hedges, foreign exchange, derivatives or securities holdings where trading of such holdings is not a fundamental attribute of the business plan; and after adjustments for consolidated and unconsolidated partnerships and joint ventures, with such adjustments calculated to reflect Normalized FFO on the same basis.
We define normalized FFO attributable to controlling interest, or Normalized FFO, as FFO further adjusted for the following items included in the determination of GAAP net income (loss): transaction, transition and restructuring costs; amounts relating to changes in deferred rent and amortization of above- and below-market leases; the non-cash impact of changes to our equity instruments; non-cash or non-recurring income or expense; the non-cash effect of income tax benefits or expenses; capitalized interest; impairment of intangible assets and goodwill; amortization of closing costs on debt security investments; mark-to-market adjustments included in net income (loss); gains or losses included in net income (loss) from the extinguishment or sale of debt, hedges, foreign exchange, derivatives or securities holdings where trading of such holdings is not a fundamental attribute of the business plan; and after adjustments for consolidated and unconsolidated partnerships and joint ventures, with such adjustments calculated to reflect Normalized FFO on the same basis.
See the “Results of Operations” section above for further discussion.
See the “Results of Operations” section above for a further discussion.
We own and operate our integrated senior health campuses and senior housing operating properties, or SHOP, utilizing the structure permitted by the REIT Investment Diversification and Empowerment Act of 2007, which is commonly referred to as a “RIDEA” structure.
We own and operate our integrated senior health campuses, or ISHC, and senior-housing operating properties, or SHOP, utilizing the structure permitted by the REIT Investment Diversification and Empowerment 45 Table of Contents Act of 2007, which is commonly referred to as a “RIDEA” structure.
For the next 12 months, our principal liquidity needs are to: (i) fund property operating expenses and general and administrative expenses; (ii) meet our debt service requirements (including principal and interest); (iii) fund development activities and capital expenditures; and (iv) make distributions to our stockholders, as required for us to continue to qualify as a REIT.
For the next 12 months, our principal liquidity needs are to: (i) fund property operating expenses and general and administrative expenses; (ii) meet our debt service requirements (including principal and interest); (iii) fund the acquisition of real estate investments, development activities and capital expenditures; and (iv) make distributions to our stockholders, as required for us to continue to qualify as a REIT.
Operating Activities For the years ended December 31, 2024 and 2023, cash flows provided by operating activities were primarily related to property operations, offset by payments of general and administrative expenses and interest payments on our outstanding indebtedness.
Operating Activities For the years ended December 31, 2025 and 2024, cash flows from operating activities were primarily related to property operations, offset by payments of general and administrative expenses and interest payments on our outstanding indebtedness.
The capital plan for each investment is adjusted through ongoing, regular reviews of our portfolio or as necessary to respond to unanticipated additional capital needs. As of December 31, 2024, we had $14,804,000 of restricted cash in loan impounds and reserve accounts to fund a portion of such capital expenditures.
The capital plan for each investment is adjusted through ongoing, regular reviews of our portfolio or as necessary to respond to unanticipated additional capital needs. As of December 31, 2025, we had $12,085,000 of restricted cash in loan impounds and reserve accounts to fund a portion of such capital expenditures.
We have elected to be taxed as a REIT for U.S. federal income tax purposes. We believe that we have been organized and operated, and we intend to continue to operate, in conformity with the requirements for qualification and taxation as a REIT under the Code.
We have elected to be taxed as a REIT for U.S. federal income tax purposes. We believe that we have been organized and operated, and we intend to continue to operate, in conformity with the requirements for qualification and taxation as a REIT under the Internal Revenue Code of 1986, or the Code.
See Note 13, Equity — Common Stock, to the Consolidated Financial Statements that are a part of this Annual Report on Form 10-K, for a further discussion of our public offerings. Our Real Estate Investments Portfolio We currently operate through four reportable business segments: integrated senior health campuses, OM, triple-net leased properties and SHOP.
See Note 12, Equity — Common Stock, to the Consolidated Financial Statements that are a part of this Annual Report on Form 10-K, for a further discussion of our public offerings. Real Estate Investments Portfolio We currently operate through four reportable business segments: ISHC, OM, SHOP and triple-net leased properties.
Acquisitions and Dispositions in 2024, 2023 and 2022 For a discussion of our acquisitions and dispositions of investments in 2024, 2023 and 2022, see Note 2, Summary of Significant Accounting Policies — Properties Held for Sale, Note 3, Real Estate Investments, Net, and Note 4, Business Combinations, to the Consolidated Financial Statements that are a part of this Annual Report on Form 10-K.
Acquisitions and Dispositions in 2025, 2024 and 2023 For a discussion of our acquisitions and dispositions of investments in 2025, 2024 and 2023, see Note 2, Summary of Significant Accounting Policies— Properties Held for Sale, and Note 3, Real Estate Investments, to the Consolidated Financial Statements that are a part of this Annual Report on Form 10-K.
In addition, as of December 31, 2024, we also owned a real estate-related debt investment purchased for $60,429,000. Critical Accounting Estimates Our critical accounting estimates have the most impact on the reporting of our financial condition and results of operations and require significant judgments and estimates.
In addition, as of February 18, 2026, we also owned a real estate-related debt investment purchased for $60,429,000. Critical Accounting Estimates Our critical accounting estimates have the most impact on the reporting of our financial condition and results of operations and require significant judgments and estimates.
We believe this practice will improve operating performance in our integrated senior health campuses and SHOP, as well as increase rent coverage and the stability of our real estate revenue in our triple-net leased properties over time.
We believe this practice will improve operating performance in our ISHC and SHOP, as well as increase rent coverage and the stability of our real estate revenue in our triple-net leased properties over time.
We segregate our operations into reporting segments in order to assess the performance of our business in the same way that management reviews our performance and makes operating decisions. As of December 31, 2024, we operated through four reportable business segments: integrated senior health campuses, OM, SHOP and triple-net leased properties.
We segregate our operations into reporting segments in order to assess the performance of our business in the same way that management reviews our performance and makes operating decisions. As of December 31, 2025, we operated through four reportable business segments: ISHC, OM, SHOP and triple-net leased properties.
See Note 3, Real Estate Investments, Net — Impairment of Real Estate Investments , to the Consolidated Financial Statements that are a part of this Annual Report on Form 10-K, for a further discussion of impairments of such real estate investments.
See Note 3, Real Estate Investments — Dispositions of Real Estate Investments, to the Consolidated Financial Statements that are a part of this Annual Report on Form 10-K, for a further discussion.
Existin g Internal Revenue Service, or IRS, guidance includes a safe harbor pursuant to which publicly offered REITs ca n satisfy the distribution requirement by distributing a combination of cash and stock to stockholders.
Existing Internal Revenue Service, or IRS, guidance includes a safe harbor pursuant to which publicly offered REITs can satisfy the distribution requirement by distributing a combination of cash and stock to stockholders.
The amount of revenues generated by our RIDEA properties depends principally on our ability to maintain resident occupancy rates. The amount of revenues generated by our non-RIDEA properties is dependent on our ability to maintain tenant occupancy rates of currently leased space and to lease available space at the then existing rental rates. We also received grant income during 2023.
The amount of revenues generated by our RIDEA properties depends principally on our ability to maintain resident occupancy rates. The amount of revenues generated by our non-RIDEA properties is dependent on our ability to maintain tenant occupancy rates of currently leased space and to lease available space at the then existing rental rates.
We believe inflation has impacted our operations such that we have experienced, and continue to experience, increases in the cost of labor, services, 55 Table of Contents energy and supplies, and therefore continued inflationary pressures on our integrated senior health campuses and SHOP could continue to impact our profitability in future periods.
We believe inflation has impacted our operations such that we have experienced, and continue to experience, increases in the cost of labor, services, energy and supplies, and therefore continued inflationary pressures on our ISHC and SHOP could continue to impact our profitability in future periods.
Gain or Loss on Dispositions of Real Estate Investments For the year ended December 31, 2024, we recognized an aggregate net gain on dispositions of our real estate investments of $5,213,000 primarily related to the sale of four OM buildings, one integrated senior health campus, eight triple-net leased properties and one land easement disposal on one of our OM properties.
For the year ended December 31, 2024, we recognized an aggregate net gain on disposition of our real estate investments of $5,213,000 primarily related to the sale of four OM buildings, one ISHC, eight triple-net leased properties and one land easement disposal on one of our OM properties.
To offset the impact of inflation on the cost of labor and services, we had our RIDEA managers bill higher than average annual rent and care fee increases for existing residents in 2023 and 2024, as compared to prior years, while adjusting market rates as frequently as needed based on competitor pricing and market conditions.
To offset the impact of inflation on the cost of labor and services, our RIDEA managers may have billed higher than average annual rent and care fee increases for existing residents in 2024 and 2025, as compared to prior years, while adjusting market rates as frequently as needed 48 Table of Contents based on competitor pricing and market conditions.
Readers are cautioned not to place undue reliance on these forward-looking statements, which speak only as of the date this report is filed with the United States Securities and Exchange Commission, or SEC.
Readers are cautioned not to place undue reliance on these forward-looking statements, which speak only as of the date this report is filed with the SEC.
The weighted average effective interest rate on our outstanding debt factoring in our interest rate swaps was 4.41% per annum. See Note 8, Mortgage Loans Payable, Net, and Note 9, Lines of Credit and Term Loan, to the Consolidated Financial Statements that are a part of this Annual Report on Form 10-K, for a further discussion.
The weighted average effective interest rate on our outstanding debt, factoring in our interest rate swaps, was 4.34% per annum as of December 31, 2025. See Note 7, Mortgage Loans Payable, and Note 8, Lines of Credit and Term Loan, to the Consolidated Financial Statements that are a part of this Annual Report on Form 10-K.
We have built a fully-integrated management platform, with approximately 114 employees, that operates clinical healthcare properties throughout the United States, the United Kingdom and the Isle of Man .
We have built a fully-integrated management platform, with approximately 121 employees as of December 31, 2025, that operates clinical healthcare properties throughout the United States, and in the United Kingdom and the Isle of Man.
As of December 31, 2024, our remaining weighted average lease term was 6.8 years, excluding our SHOP and integrated senior health campuses. Our combined SHOP and integrated senior health campuses were 87.2% leased as of December 31, 2024. Substantially all of our leases with residents at such properties are for a term of one year or less.
As of December 31, 2025, our remaining weighted average lease term was 6.8 years, excluding our ISHC and SHOP. Our combined ISHC and SHOP were 89.8% leased as of December 31, 2025. Substantially all of our leases with residents at such properties are for a term of one year or less.
Based on the budget for the properties we owned as of December 31, 2024, we estimated that expenditures for capital and tenant improvements as of such date are approximately $76,968,000 for 2025, although actual expenditures are predominantly discretionary and are dependent on many factors which are not presently known.
Based on the budget for the properties we owned as of December 31, 2025, we estimate that expenditures for capital and tenant improvements as of such date will be approximately $91,816,000 for 2026, although actual expenditures are predominantly discretionary and are dependent on many factors which are not presently known.
Cash Flows The following table sets forth changes in cash flows (in thousands): Year Ended December 31, 2024 2023 Cash, cash equivalents and restricted cash — beginning of period $ 90,782 $ 111,906 Net cash provided by operating activities 176,087 98,535 Net cash (used in) provided by investing activities (8,734) 9,396 Net cash used in financing activities (134,743) (129,062) Effect of foreign currency translation on cash, cash equivalents and restricted cash (91) 7 Cash, cash equivalents and restricted cash — end of period $ 123,301 $ 90,782 The following summary discussion of our changes in our cash flows is based on our accompanying consolidated statements of cash flows and is not meant to be an all-inclusive discussion of the changes in our cash flows for the periods presented below.
Cash Flows The following table sets forth changes in cash flows (in thousands): Year Ended December 31, 2025 2024 Cash, cash equivalents and restricted cash — beginning of period $ 123,301 $ 90,782 Net cash provided by operating activities 294,441 176,087 Net cash used in investing activities (1,083,292 ) (8,734 ) Net cash provided by (used in) financing activities 817,241 (134,743 ) Effect of foreign currency translation on cash, cash equivalents and restricted cash 62 (91 ) Cash, cash equivalents and restricted cash — end of period $ 151,753 $ 123,301 The following summary discussion of our changes in our cash flows is based on our accompanying consolidated statements of cash flows and is not meant to be an all-inclusive discussion of the changes in our cash flows for the periods presented below.
See Item 7A, Quantitative and Qualitative Disclosures About Market Risk — Interest Rate Risk, for a further discussion. Scheduled Lease Expirations Excluding our SHOP and integrated senior health campuses, as of December 31, 2024, our properties were 90.3% leased and, during 2025, 11.9% of the leased GLA is scheduled to expire.
See Item 7A, Quantitative and Qualitative Disclosures About Market Risk — Interest Rate Risk, for a further discussion. Scheduled Lease Expirations Excluding our ISHC and SHOP, as of December 31, 2025, our properties were 91.3% leased, and, during 2026, 6.6% of the leased GLA is scheduled to expire.
We believe that our judgments and estimates are consistently applied and produce financial information that fairly present our financial condition and results of operations. Our critical accounting estimates include (1) real estate investments purchase price allocation, (2) impairment of long-lived assets, (3) goodwill, (4) revenue recognition and (5) resident receivable allowances.
We believe that our judgments and estimates are consistently applied and produce financial information that fairly present our financial condition and results of operations. Our critical accounting estimates include: (i) real estate investments purchase price allocation; (ii) impairment of long-lived assets; (iii) goodwill; and (iv) revenue recognition.
As of December 31, 2023, we owned 95.0% of the operating partnership units, or OP units, in our operating partnership, and the remaining 5.0% OP units were owned by the following limited partners: (i) AHI Group Holdings, LLC, which is owned and controlled by Jeffrey T.
As of December 31, 2025 and 2024, we owned 99.0% and 98.7%, respectively, of the operating partnership units, or OP units, in our operating partnership, and the remaining 1.0% and 1.3% of the OP units, respectively, were owned by the following limited partners: (i) AHI Group Holdings, LLC, which is owned and controlled by Jeffrey T.
See Note 3, Real Estate Investments, Net and Note 4, Business Combinations, to the Consolidated Financial Statements that are a part of this Annual Report on Form 10-K, for a further discussion of our acquisitions and dispositions.
See Note 3, Real Estate Investments — Acquisitions of Real Estate Investments — Acquisitions Accounted for as Asset Acquisitions, to the Consolidated Financial Statements that are a part of this Annual Report on Form 10-K, for a further discussion.
The annual rate of inflation in the United States was 3.0% in January 2025, as measured by the Consumer Price Index.
The annual rate of inflation in the United States was 2.4% in January 2026, as measured by the Consumer Price Index.
Debt Service Requirements A significant liquidity need is the payment of principal and interest on our outstanding indebtedness. As of December 31, 2024, we had $1,004,724,000 of fixed-rate and variable-rate mortgage loans payable outstanding secured by our properties. As of December 31, 2024, we had $689,032,000 outstanding and $860,968,000 remained available under our lines of credit.
Debt Service Requirements A significant liquidity need is the payment of principal and interest on our outstanding indebtedness. As of December 31, 2025, we had $985,565,000 of fixed-rate mortgage loans payable outstanding secured by our properties. As of December 31, 2025, we had $550,000,000 outstanding, and $650,000,000 remained available, under our lines of credit.
(2) Weighted average leased percentage excludes our SHOP and integrated senior health campuses. Revenues and Grant Income Our primary sources of revenue include resident fees and services revenue generated by our RIDEA properties and rent from our leased, non-RIDEA properties.
(2) Weighted average leased percentage excludes our ISHC and SHOP. 49 Table of Contents Revenues Our primary sources of revenue include resident fees and services revenue generated by our RIDEA properties and rent from our leased, non-RIDEA properties.
As of December 31, 2024, our borrowing capacity under the 2024 Credit Facility was $1,150,000,000. As of December 31, 2024, our borrowings outstanding under such credit facility was $689,000,000 and we had $461,000,000 available on such facility. We believe that such resource will be sufficient to satisfy our cash requirements for the next 12 months and the longer term thereafter.
As of December 31, 2025, our aggregate borrowings outstanding under our credit facilities was $550,000,000 and we had an aggregate of $650,000,000 available on such facilities. We believe that such resource will be sufficient to satisfy our cash requirements for the next 12 months and the longer term thereafter.
In the future, the SEC, NAREIT or another regulatory body may decide to standardize the allowable adjustments across the REIT industry and we would have to adjust our calculation and characterization of FFO or Normalized FFO. 65 Table of Contents The following is a reconciliation of net income or loss, which is the most directly comparable GAAP financial measure, to FFO and Normalized FFO for the periods presented below (in thousands): Year Ended December 31, 2024 2023 Net loss $ (35,600) $ (76,887) Depreciation and amortization related to real estate — consolidated properties 179,040 182,452 Depreciation and amortization related to real estate — unconsolidated entities 1,186 401 Impairment of real estate investments — consolidated properties 45,755 13,899 Gain on dispositions of real estate investments, net — consolidated properties (5,213) (32,472) Net (income) loss attributable to noncontrolling interests (2,212) 5,418 Gain on re-measurement of previously held equity interest — (726) Depreciation, amortization, impairments, net gain/loss on dispositions and gain on re-measurements — noncontrolling interests (17,851) (26,518) NAREIT FFO attributable to controlling interest $ 165,105 $ 65,567 Business acquisition expenses $ 7,141 $ 5,795 Amortization of above- and below-market leases 1,692 9,744 Amortization of closing costs — debt security investment 324 278 Change in deferred rent (2,411) 1,149 Non-cash impact of changes to equity instruments 9,367 5,621 Capitalized interest (334) (163) Loss on debt and derivative extinguishments 5,382 345 (Gain) loss in fair value of derivative financial instruments (1,030) 926 Foreign currency loss (gain) 774 (2,307) Impairment of intangible assets — 10,520 Adjustments for unconsolidated entities (320) (321) Adjustments for noncontrolling interests (768) (4,786) Normalized FFO attributable to controlling interest $ 184,922 $ 92,368 Net Operating Income Net operating income, or NOI, is a non-GAAP financial measure that is defined as net income (loss), computed in accordance with GAAP, generated from properties before general and administrative expenses, business acquisition expenses, depreciation and amortization, interest expense, gain or loss in fair value of derivative financial instruments, gain or loss on dispositions of real estate investments, impairment of real estate investments, impairment of intangible assets and goodwill, income or loss from unconsolidated entities, gain on re-measurement of previously held equity interests, foreign currency gain or loss, other income or expense and income tax benefit or expense.
In the future, the SEC, NAREIT, or another regulatory body may decide to standardize the allowable adjustments across the REIT industry and we would have to adjust our calculation and characterization of FFO or Normalized FFO. 56 Table of Contents The following is a reconciliation of net income or loss, which is the most directly comparable GAAP financial measure, to FFO and Normalized FFO for the periods presented below (in thousands): Year Ended December 31, 2025 2024 Net income (loss) $ 70,818 $ (35,600 ) Depreciation and amortization related to real estate — consolidated properties 187,237 179,040 Depreciation and amortization related to real estate — unconsolidated entities 1,034 1,186 Impairment of real estate investments — consolidated properties 49,935 45,755 Loss (gain) on dispositions of real estate investments, net — consolidated properties 2,965 (5,213 ) Gain on re-measurement of previously held equity interest (14,580 ) — Net income attributable to noncontrolling interests (1,012 ) (2,212 ) Depreciation, amortization, impairments, net gain/loss on dispositions and gain on re-measurement — noncontrolling interests (3,063 ) (17,851 ) NAREIT FFO attributable to controlling interest $ 293,334 $ 165,105 Transaction, transition and restructuring costs $ 5,103 $ 7,141 Amortization of above- and below-market leases 1,386 1,692 Amortization of closing costs — debt security investment 72 324 Change in deferred rent (2,604 ) (2,411 ) Non-cash impact of changes to equity instruments 14,621 9,367 Capitalized interest (1,484 ) (334 ) Loss on debt and derivative extinguishments 1,830 5,382 Loss (gain) in fair value of derivative financial instruments 1,034 (1,030 ) Foreign currency (gain) loss (3,175 ) 774 Non-cash income tax benefit (23,699 ) — Adjustments for unconsolidated entities 4 (320 ) Adjustments for noncontrolling interests 67 (768 ) Normalized FFO attributable to controlling interest $ 286,489 $ 184,922 Net Operating Income Net operating income, or NOI, is a non-GAAP financial measure that is defined as net income (loss), computed in accordance with GAAP, generated from properties before general and administrative expenses, transaction, transition and restructuring costs, depreciation and amortization, interest expense, gain or loss in fair value of derivative financial instruments, gain or loss on dispositions of real estate investments, impairment of real estate investments, impairment of intangible assets and goodwill, income or loss from unconsolidated entities, gain on re-measurement of previously held equity interests, foreign currency gain or loss, other income or expense and income tax benefit or expense.
We define FFO, a non-GAAP financial measure, consistent with the standards established by the White Paper on funds from operations approved by the Board of Governors of NAREIT, or the White Paper.
FFO is not equivalent to our net income (loss) as determined under GAAP. We define FFO, a non-GAAP financial measure, consistent with the standards established by the White Paper on funds from operations approved by the Board of Governors of NAREIT, or the White Paper.
See Note 4, Business Combinations, to the Consolidated Financial Statements that are a part of this Annual Report on Form 10-K, for a further discussion of the acquisitions of previously held equity interests.
See Note 14, Income Taxes — Deferred Taxes, to the Consolidated Financial Statements that are a part of this Annual Report on Form 10-K, for a further discussion.
See Note 18, Segment Reporting, to the Consolidated Financial Statements that are a part of this Annual Report on Form 10-K, for a further discussion. As of December 31, 2024, we owned and/or operated 314 buildings and integrated senior health campuses representing approximately 19,155,000 square feet of gross leasable area, or GLA, for an aggregate contract purchase price of $4,533,212,000.
See Note 16, Segment Reporting, to the Consolidated Financial Statements that are a part of this Annual Report on Form 10-K, for a further discussion. As of December 31, 2025, we owned and/or operated 337 buildings and ISHC, which represent in total approximately 22,162,000 square feet of gross leasable area, or GLA, for an aggregate contract purchase price of $5,421,191,000.
Additional information concerning us and our business, including additional factors that could materially affect our financial results, is included herein and in our other filings with the SEC. 52 Table of Contents Overview and Background American Healthcare REIT, Inc., a Maryland corporation, is a self-managed REIT that acquires, owns and operates a diversified portfolio of clinical healthcare real estate properties, focusing primarily on outpatient medical, or OM, buildings, senior housing, skilled nursing facilities, or SNFs, and other healthcare-related facilities.
Overview and Background American Healthcare REIT, Inc., a Maryland corporation, is a self-managed REIT that acquires, owns and operates a diversified portfolio of clinical healthcare real estate properties, focusing primarily on senior housing, skilled nursing facilities, or SNFs, outpatient medical, or OM, buildings, and other healthcare-related facilities.
The most significant drivers behind changes in our consolidated results of operations for the year ended December 31, 2024, as compared to the year ended December 31, 2023, were primarily due to: the increase in resident occupancies and billing rates, partially offset by the adverse effect of inflation, which resulted in increases in the cost of labor, services, energy and supplies; our acquisitions and dispositions of investments subsequent to December 31, 2023; and the transition of the operations of certain leased senior housing and skilled nursing facilities from triple-net leased properties to a managed portfolio utilizing a RIDEA structure.
The most significant drivers behind changes in our consolidated results of operations for the year ended December 31, 2025, as compared to the year ended December 31, 2024, were primarily due to: our acquisitions and dispositions of investments during 2025; our increase in resident occupancies and billing rates; and the adverse impact of inflation, which resulted in increases in the cost of labor, services, energy and supplies.
Related Party Transactions For a discussion of related party transactions, see Note 14, Related Party Transactions, to the Consolidated Financial Statements that are a part of this Annual Report on Form 10-K. 64 Table of Contents Funds from Operations and Normalized Funds from Operations Due to certain unique operating characteristics of real estate companies, the National Association of Real Estate Investment Trusts, or NAREIT, an industry trade group, has promulgated a measure known as funds from operations, a non-GAAP financial measure, which we believe to be an appropriate supplemental performance measure to reflect the operating performance of a REIT.
Funds from Operations and Normalized Funds from Operations Due to certain unique operating characteristics of real estate companies, the National Association of Real Estate Investment Trusts, or NAREIT, an industry trade group, has promulgated a measure known as funds from operations, a non-GAAP financial measure, which we believe to be an appropriate supplemental performance measure to reflect the operating performance of a REIT. 55 Table of Contents The use of funds from operations is recommended by the REIT industry as a supplemental performance measure, and our management uses FFO to evaluate our performance over time.
Liquidity and Capital Resources Our principal sources of liquidity are cash flows from operations, net proceeds from the issuances of equity securities, including through our ATM Offering, borrowings under our lines of credit and proceeds from the dispositions of real estate investments.
Liquidity and Capital Resources Our principal sources of liquidity are cash flows from operations, net proceeds from the issuances of equity securities, including through the 2025 ATM Offering (as defined and described at Note 12, Equity — Common Stock, to the Consolidated Financial Statements that are a part of this Annual Report on Form 10-K), borrowings under our lines of credit and proceeds from the dispositions of real estate investments.
For the year ended December 31, 2023, we recognized a $726,000 gain on re-measurement of the fair value of our previously held equity interest in Memory Care Partners, LLC.
Gain on Re-measurement of Previously Held Equity Interests For the year ended December 31, 2025, we recognized a $14,580,000 gain on re-measurement of the fair value of our previously held equity interest in Trilogy Opportunity Fund I, LLC. For the year ended December 31, 2024, we did not recognize any gain on re-measurement of any previously held equity interest.
However, our use of the term NOI may not be comparable to that of other real estate companies as they may have different methodologies for computing this amount. 66 Table of Contents To facilitate understanding of this financial measure, the following is a reconciliation of net income or loss, which is the most directly comparable GAAP financial measure, to NOI for the periods presented below (in thousands): Year Ended December 31, 2024 2023 Net loss $ (35,600) $ (76,887) General and administrative 47,559 47,510 Business acquisition expenses 7,141 5,795 Depreciation and amortization 179,192 182,604 Interest expense 127,730 163,191 (Gain) loss in fair value of derivative financial instruments (1,030) 926 Gain on dispositions of real estate investments, net (5,213) (32,472) Impairment of real estate investments 45,755 13,899 Impairment of intangible assets — 10,520 Loss from unconsolidated entities 6,868 1,718 Gain on re-measurement of previously held equity interest — (726) Foreign currency loss (gain) 774 (2,307) Other income, net (11,353) (7,601) Income tax expense 1,713 663 Net operating income $ 363,536 $ 306,833
However, our use of the term NOI may not be comparable to that of other real estate companies as they may have different methodologies for computing this amount. 57 Table of Contents To facilitate understanding of this financial measure, the following is a reconciliation of net income or loss, which is the most directly comparable GAAP financial measure, to NOI for the periods presented below (in thousands): Year Ended December 31, 2025 2024 Net income (loss) $ 70,818 $ (35,600 ) General and administrative 58,735 47,559 Transaction, transition and restructuring costs 5,103 7,141 Depreciation and amortization 187,559 179,192 Interest expense 85,775 127,730 Loss (gain) in fair value of derivative financial instruments 1,034 (1,030 ) Loss (gain) on dispositions of real estate investments, net 2,965 (5,213 ) Impairment of real estate investments 49,935 45,755 Loss from unconsolidated entities 1,967 6,868 Gain on re-measurement of previously held equity interest (14,580 ) — Foreign currency (gain) loss (3,175 ) 774 Other income, net (8,805 ) (11,353 ) Income tax (benefit) expense (22,171 ) 1,713 Net operating income $ 415,160 $ 363,536 Subsequent Event We announced on February 4, 2026 that Danny Prosky, our then Chief Executive Officer, President and director, is taking a leave of absence, effective February 3, 2026, due to a recent medical event.
In general, cash flows from operating activities are affected by the timing of cash receipts and payments, and have increased since 2022 primarily due to improved resident occupancy and expense management at our properties operated under a RIDEA structure.
In general, cash flows from operating activities are affected by the timing of cash receipts and payments, and have increased since 2024 primarily due to improved resident occupancy, an increase in resident billing rates and expense management at our properties operated under a RIDEA structure, as well as a decrease in interest paid on our outstanding indebtedness as a result of mortgage loan payoffs and paydowns on our lines of credit using net proceeds from our equity offerings in 2025 and 2024.
Impairments For the year ended December 31, 2024, as we continued to evaluate our properties based on their historical operating performance and our expected holding period, we determined that six of our OM, two of our integrated senior health campuses and two of our SHOP were impaired and recognized aggregate impairment charge of $45,755,000.
Impairment of Real Estate Investments As we continued to evaluate our properties based on their historical operating performance and our expected holding period, we recognized aggregate impairment charges of $49,935,000 for eight OM buildings and one SHOP for the year ended December 31, 2025.
See Note 2, Summary of Significant Accounting Policies — Properties Held for Sale, Note 3, Real Estate Investments, Net, and Note 4, Business Combinations, to the Consolidated Financial Statements that are a part of this Annual Report on Form 10-K, for a further discussion of our acquisitions and dispositions during 2024 and 2023. 56 Table of Contents As of December 31, 2024 and 2023, we owned and/or operated the following types of properties (dollars in thousands): December 31, 2024 2023 Number of Buildings/ Campuses Aggregate Contract Purchase Price Leased % (1) Number of Buildings/ Campuses Aggregate Contract Purchase Price Leased % (1) Integrated senior health campuses 126 $ 2,020,596 88.0 % 125 $ 1,948,122 85.5 % OM 84 1,205,145 87.9 % 88 1,253,089 89.2 % SHOP 84 934,306 85.4 % 55 802,367 81.2 % Triple-net leased properties 20 373,165 100 % 28 469,965 100 % Total/weighted average(2) 314 $ 4,533,212 90.3 % 296 $ 4,473,543 91.3 % ___________ (1) Leased percentage includes all third-party leased space at our non-RIDEA properties (including master leases), except for our SHOP and integrated senior health campuses where leased percentage represents resident occupancy on the available units/beds therein.
As of December 31, 2025 and 2024, we owned and/or operated the following types of properties (dollars in thousands): December 31, 2025 2024 Number of Buildings/ Campuses Aggregate Contract Purchase Price Leased % (1) Number of Buildings/ Campuses Aggregate Contract Purchase Price Leased % (1) ISHC 147 $ 2,453,252 90.0 % 126 $ 2,020,596 88.0 % SHOP 97 1,509,107 89.5 % 84 934,306 85.4 % OM 74 1,090,167 88.9 % 84 1,205,145 87.9 % Triple-net leased properties 19 368,665 100 % 20 373,165 100 % Total/weighted average(2) 337 $ 5,421,191 91.3 % 314 $ 4,533,212 90.3 % (1) Leased percentage includes all third-party leased space at our non-RIDEA properties (including master leases), except for our ISHC and SHOP where leased percentage represents resident occupancy of the available units/beds therein.
For the year ended December 31, 2023, we recognized an aggregate net gain on dispositions of our real estate investments of $32,472,000 primarily related to the sale of six SHOP within our Central Florida Senior Housing Portfolio and 16 OM buildings.
Gain or Loss on Dispositions of Real Estate Investments For the year ended December 31, 2025, we recognized an aggregate net loss on dispositions of $2,965,000 primarily related to the sale of one SHOP, two ISHC, 10 OM buildings and one triple-net leased property.
See Note 8, Mortgage Loans Payable, Net, and Note 9, Lines of Credit and Term Loan, to the Consolidated Financial Statements that are a part of this Annual Report on Form 10-K, for a further discussion of debt extinguishments.
See Note 8, Lines of Credit and Term Loan, to the Consolidated Financial Statements that are a part of this Annual Report on Form 10-K, for a further discussion. 53 Table of Contents As of December 31, 2025, our aggregate borrowing capacity under the 2024 Credit Facility and the 2025 Trilogy Credit Facility,was $1,200,000,000.
Such amounts were partially offset by the write-off of the remaining customer relationship intangible assets totaling $1,831,000, which were associated with a closed pharmacy within our integrated senior health campuses segment. 59 Table of Contents Interest Expense Interest expense, including gain or loss in fair value of derivative financial instruments, consisted of the following for the periods presented below (in thousands): Year Ended December 31, 2024 2023 Interest expense: Lines of credit and term loan and derivative financial instruments $ 53,788 $ 96,417 Mortgage loans payable 54,891 55,584 Amortization of deferred financing costs: Lines of credit and term loan 2,934 3,060 Mortgage loans payable 2,561 2,284 Amortization of debt discount/premium, net 4,944 3,549 (Gain) loss in fair value of derivative financial instruments (1,030) 926 Loss on debt and derivative extinguishments 5,382 345 Interest on finance lease liabilities 567 353 Interest expense on financing obligations and other liabilities 2,663 1,599 Total $ 126,700 $ 164,117 The decrease in total interest expense for the year ended December 31, 2024, as compared to the year ended December 31, 2023, was primarily due to: (i) the payoff of $176,145,000 of variable-rate mortgage loans payable and paydown of $545,010,000 on our variable-rate lines of credit in February 2024 from the net proceeds received from the February 2024 Offering; (ii) the paydown of $194,000,000 on our variable-rate lines of credit in September 2024 from the net proceeds received from the September 2024 Offering; and (iii) the payoff of our remaining variable-rate mortgage loans payable and paydown of our variable-rate lines of credit in the fourth quarter of 2024 from the net proceeds received from the ATM Offering.
The increase of $11,176,000 was primarily due to: (i) a $5,255,000 increase in stock compensation expense; and (ii) a $2,140,000 increase in salaries and benefits expense. 51 Table of Contents Interest Expense Interest expense, including gain or loss in fair value of derivative financial instruments, consisted of the following for the periods presented below (in thousands): Year Ended December 31, 2025 2024 Interest expense: Mortgage loans payable $ 41,969 $ 55,225 Lines of credit and term loan and derivative financial instruments 35,266 53,788 Amortization of deferred financing costs: Mortgage loans payable 1,808 2,561 Lines of credit and term loan 1,554 2,934 Amortization of debt discount/premium, net 2,021 4,944 Loss (gain) in fair value of derivative financial instruments 1,034 (1,030 ) Loss on debt and derivative extinguishments 1,830 5,382 Interest on finance lease liabilities 12 567 Interest expense on financing obligations and other liabilities 2,799 2,663 Capitalized interest (1,484 ) (334 ) Total $ 86,809 $ 126,700 The decrease in total interest expense for the year ended December 31, 2025, as compared to the year ended December 31, 2024, was primarily due to the $31,778,000 decrease in interest expense and $3,552,000 decrease in loss on debt and derivative extinguishments driven by our decline in debt balances.
Hanson, the non-executive Chairman of our board of directors, or our board, Danny Prosky, our Chief Executive Officer, President and director, and Mathieu B. Streiff, one of our non-executive directors; (ii) Platform Healthcare Investor T-II, LLC; (iii) Flaherty Trust; and (iv) a wholly owned subsidiary of Griffin Capital Company, LLC, or Griffin Capital.
Streiff, one of our non-executive directors; and (ii) a wholly-owned subsidiary of Griffin Capital Company, LLC or Griffin Capital.
Property Operating Expenses and Rental Expenses Integrated senior health campuses and SHOP typically have a higher percentage of direct operating expenses to revenue and grant income than OM buildings and triple-net leased properties due to the nature of RIDEA-type facilities where we conduct day-to-day operations.
Real estate revenue for our OM segment decreased $8,662,000 for the year ended December 31, 2025, as compared to the year ended December 31, 2024, primarily due to dispositions of OM buildings in 2024 and 2025, partially offset by contractual rent escalations and increased occupancy. 50 Table of Contents Property Operating Expenses and Rental Expenses ISHC and SHOP typically have a higher percentage of direct operating expenses to revenue than OM buildings and triple-net leased properties due to the nature of RIDEA-type facilities where we conduct day-to-day operations.
See Note 2, Summary of Significant Accounting Policies — Properties Held for Sale, and Note 3, Real Estate Investments, Net, to the Consolidated Financial Statements that are a part of this Annual Report on Form 10-K.
Additional information behind the changes in our consolidated results of operations is discussed in more detail below. See Note 3, Real Estate Investments, to the Consolidated Financial Statements that are a part of this Annual Report on Form 10-K, for a further discussion of our acquisitions and dispositions during 2025 and 2024.
See Note 6, Identified Intangible Assets and Liabilities, to the Consolidated Financial Statements that are a part of this Annual Report on Form 10-K, for a further discussion of impairment of intangible assets. 60 Table of Contents Gain on Re-measurement of Previously Held Equity Interest For the year ended December 31, 2024, we did not recognize any gain on re-measurement of any previously held equity interest.
For the year ended December 31, 2024, we recognized aggregate impairment charges of $45,755,000 for six OM buildings, two ISHC and two SHOP. See Note 3, Real Estate Investments — Impairment of Real Estate Investments, to the Consolidated Financial Statements that are a part of this Annual Report on Form 10-K, for a further discussion.
In addition, we are party to an agreement, as amended, regarding a senior secured revolving credit facility with an aggregate maximum principal amount of $400,000,000, or the Trilogy Credit Facility. See Note 9, Lines of Credit and Term Loan, to the Consolidated Financial Statements that are a part of this Annual Report on Form 10-K, for a further discussion.
Credit Facilities As of December 31, 2025, we are party to a credit agreement, as amended, with an aggregate maximum principal amount up to $1,150,000,000, or the 2024 Credit Facility. In addition, we are party to an agreement regarding a senior secured revolving credit facility with an aggregate maximum principal amount of $50,000,000, or the 2025 Trilogy Credit Facility.
Contractual Obligations The following table provides information with respect to: (i) the maturity and scheduled principal repayment of our secured mortgage loans payable and lines of credit and term loan; (ii) interest payments on our mortgage loans payable and lines of credit and term loan, excluding the effect of our interest rate swaps; (iii) ground and other lease obligations; and (iv) financing and other obligations as of December 31, 2024 (in thousands): Payments Due by Period 2025 2026-2027 2028-2029 Thereafter Total Principal payments — fixed-rate debt $ 32,327 $ 217,228 $ 156,909 $ 598,260 $ 1,004,724 Interest payments — fixed-rate debt 36,495 63,271 45,967 324,342 470,075 Principal payments — variable-rate debt 32 550,000 139,000 — 689,032 Interest payments — variable-rate debt (based on rates in effect as of December 31, 2024) 39,610 49,213 970 — 89,793 Ground and other lease obligations 31,073 62,555 61,208 94,926 249,762 Financing obligations and other obligations 4,363 8,244 35,500 92 48,199 Total $ 143,900 $ 950,511 $ 439,554 $ 1,017,620 $ 2,551,585 Distributions and Share Repurchases For information on distributions, see Part II, Item 5, Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities — Distributions, and the “Distributions” section below.
Contractual Obligations The following table provides information with respect to: (i) the maturity and scheduled principal repayment of our secured mortgage loans payable and lines of credit and term loan; (ii) interest payments on our mortgage loans payable and lines of credit and term loan, excluding the effect of our interest rate swaps; (iii) operating lease obligations; and (iv) financing and other obligations as of December 31, 2025 (in thousands): Payments Due by Period 2026 2027-2028 2029-2030 Thereafter Total Principal payments — fixed-rate debt $ 159,687 $ 195,922 $ 61,695 $ 568,261 $ 985,565 Interest payments — fixed-rate debt 34,790 55,169 45,341 298,626 433,926 Principal payments — variable-rate debt — 550,000 — — 550,000 Interest payments — variable-rate debt (based on rates in effect as of December 31, 2025) 27,938 1,378 — — 29,316 Operating lease obligations 28,106 58,525 55,236 68,862 210,729 Financing and other obligations 4,167 7,461 32,426 — 44,054 Total $ 254,688 $ 868,455 $ 194,698 $ 935,749 $ 2,253,590 Distributions For information on distributions, see Part II, Item 5, Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities — Distributions, and the “Distributions” section below.
Real estate revenue for our OM segment decreased $11,328,000 for year ended December 31, 2024, as compared to the year ended December 31, 2023, primarily due to dispositions of OM buildings during 2023 and 2024 and a slight decrease in occupancy. Grant Income For the year ended December 31, 2024, we did not recognize any grant income.
Real Estate Revenue For our triple-net leased properties segment, real estate revenue decreased $12,591,000 for the year ended December 31, 2025, as compared to the year ended December 31, 2024, primarily due to a decrease of $9,235,000 related to the disposition of eight triple-net leased properties in Missouri in December 2024.
Revenues and grant income by reportable segment consisted of the following for the periods presented below (in thousands): Year Ended December 31, 2024 2023 Resident Fees and Services Revenue Integrated senior health campuses $ 1,619,812 $ 1,481,880 SHOP 263,986 186,862 Total resident fees and services revenue 1,883,798 1,668,742 Real Estate Revenue OM 134,740 146,068 Triple-net leased properties 52,130 44,333 Total real estate revenue 186,870 190,401 Grant Income Integrated senior health campuses — 7,475 Total grant income — 7,475 Total revenues and grant income $ 2,070,668 $ 1,866,618 Resident Fees and Services Revenue For our integrated senior health campuses segment, we increased resident fees and services revenue by $137,932,000 for the year ended December 31, 2024, as compared to the year ended December 31, 2023, primarily due to: (i) increased resident occupancy and higher resident fees as a result of an increase in billing rates and levels of care service provided; and (ii) an increase of $24,531,000 due to the expansion of our customer base, expansion of services offered and increases in billing rates for such services at ancillary business units within Trilogy Investors, LLC, or Trilogy. 57 Table of Contents For our SHOP segment, we increased resident fees and services revenue by $77,124,000 for the year ended December 31, 2024, as compared to the year ended December 31, 2023, primarily due to: (i) an increase of $43,750,000 due to the acquisition of 14 senior housing properties in Oregon in February 2024; (ii) an increase of $13,929,000 due to the transitioning of leased senior housing facilities in our Michigan ALF Portfolio to a managed portfolio utilizing a RIDEA structure in November 2023; (iii) an increase of $6,389,000 due to the acquisition of five senior housing properties in Washington in September 2024; (iv) an increase of $1,174,000 due to the acquisition of one senior housing property in Georgia in October 2024; and (v) increased resident occupancy and higher resident fees as a result of an increase in billing rates.
Revenues by reportable segment consisted of the following for the periods presented below (in thousands): Year Ended December 31, 2025 2024 Resident Fees and Services Revenue ISHC $ 1,763,935 $ 1,619,812 SHOP 330,571 263,986 Total resident fees and services revenue 2,094,506 1,883,798 Real Estate Revenue OM 126,078 134,740 Triple-net leased properties 39,539 52,130 Total real estate revenue 165,617 186,870 Total revenues $ 2,260,123 $ 2,070,668 Resident Fees and Services Revenue For our ISHC segment, we increased resident fees and services revenue by $144,123,000 for the year ended December 31, 2025, as compared to the year ended December 31, 2024, primarily due to: (i) increased resident occupancy, a more favorable payor mix and higher resident fees as a result of an increase in billing rates and levels of care service; (ii) an increase of $26,432,000 due to the acquisition in July 2025 of five senior housing properties located in Ohio and Michigan; (iii) an increase of $9,180,000 due to the acquisition in July 2025 of four senior housing properties located in Kentucky; and (iv) an increase of $6,110,000 due to the acquisition in December 2025 of 14 senior housing properties located in Ohio, Indiana, New Mexico and North Carolina.
During the year ended December 31, 2024, we sold an aggregate of 4,285,531 shares of Common Stock under the ATM Offering for gross proceeds of $120,220,000 at an average gross price of $28.05 per share. As of December 31, 2024, the remaining amount available under the ATM Offering for future sales of Common Stock was $379,780,000.
During the year ended December 31, 2025, we sold an aggregate of 11,015,582 shares of Common Stock under the 2024 ATM Offering for gross proceeds of $379,780,000 at an average gross price of $34.48. • In August 2025, concurrent with the termination of the 2024 ATM Offering, we established a new ATM equity offering program, or the 2025 ATM Offering, having a maximum gross sales price of up to $1,000,000,000.
We undertake no obligation to update any such statements that may become untrue because of subsequent events.
We undertake no obligation to update any such statements that may become untrue because of subsequent events. Additional information concerning us and our business, including additional factors that could materially affect our financial results, is included herein and in our other filings with the SEC.
The increase in net cash provided by operating activities for the year ended December 31, 2024, as compared to the year ended December 31, 2023, was primarily driven by the increase in operating performance of our real estate investments in our integrated senior health campuses and SHOP segments, as well as a decrease in interest paid on our outstanding indebtedness as a result of mortgage payoffs and paydowns on our lines of credit using net proceeds from the February 2024 Offering, September 2024 Offering and ATM Offering.
Financing Activities For the year ended December 31, 2025, as compared to the year ended December 31, 2024, the change from net cash used in financing activities to net cash provided by financing activities, was primarily due to a $829,728,000 decrease in net payments on our lines of credit and mortgage loans payable using the net proceeds from equity offerings and a $62,664,000 decrease in the payment of equity offering costs.
Distributions The following table reflects the income tax treatment for distributions reportable for the periods presented below (dollars in thousands): Year Ended December 31, 2024 2023 Ordinary income $ 89,325 74.6 % $ 2,208 2.9 % Capital gain 8,769 7.3 — — Return of capital 21,629 18.1 73,614 97.1 $ 119,723 100 % $ 75,822 100 % Amounts listed above do not include distributions paid on nonvested shares of our restricted common stock which have been separately reported.
Such amounts were partially offset by a $207,983,000 decrease in gross equity offering proceeds and a $42,627,000 increase in distributions paid. 54 Table of Contents Distributions The following table reflects the income tax treatment for distributions reportable for the periods presented below (dollars in thousands): Year Ended December 31, 2025 2024 Ordinary income $ 50,543 31.2 % $ 89,325 74.6 % Capital gain — — 8,769 7.3 Return of capital 111,350 68.8 21,629 18.1 $ 161,893 100 % $ 119,723 100 % Financing Mortgage Loans Payable, Net For a discussion of our mortgage loans payable, see Note 7, Mortgage Loans Payable, to the Consolidated Financial Statements that are a part of this Annual Report on Form 10-K.
Investing Activities For the year ended December 31, 2024, as compared to the year ended December 31, 2023, the change from net cash provided by investing activities to net cash used in investing activities was primarily due to a $43,260,000 decrease in proceeds from dispositions of real estate investments and a $14,970,000 increase in cash paid to acquire real estate investments, partially offset by a $16,765,000 change from net issuance of real estate notes receivable to net principal repayments on real estate notes receivable, a $12,357,000 decrease in investments in unconsolidated entities and a $7,851,000 decrease in developments and capital expenditures.
Investing Activities For the year ended December 31, 2025, as compared to the year ended December 31, 2024, the increase in net cash used in investing activities was primarily due to a $824,073,000 increase in cash paid to acquire senior housing properties that are included within our SHOP and ISHC segments, $118,398,000 in cash paid in July 2025 to acquire a 51.0% controlling interest in Trilogy Opportunity Fund I, LLC, which owned and/or operated five ISHC, a $91,059,000 decrease in proceeds from dispositions of real estate investments and a $36,622,000 increase in developments and capital expenditures.
Removed
Securities and Exchange Commission, or the SEC, on March 22, 2024.
Added
Securities and Exchange Commission, or the SEC, on February 28, 2025. Our results of operations and financial condition, as reflected in the accompanying consolidated financial statements and related notes, are subject to management’s evaluation and interpretation of business conditions, changing capital market conditions, and other factors that could affect the ongoing operations and occupancy of our tenants and residents.
Removed
On August 19, 2024 and October 18, 2024, Platform Healthcare Investor T-II, LLC and Flaherty Trust, respectively, redeemed all of their OP units in exchange for 1,216,571 shares and 211,306 shares, respectively, of our Common Stock on a one-for-one basis and, as a result, are no longer limited partners of our operating partnership.

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Item 7A. Quantitative and Qualitative Disclosures About Market Risk

Market Risk — interest-rate, FX, commodity exposure

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Biggest changeFor information on our interest rate swaps, see Note 10, Derivative Financial Instruments, and Note 15, Fair Value Measurements, to the Consolidated Financial Statements that are a part of this Annual Report on Form 10-K, for further discussion. 67 Table of Contents As of December 31, 2024, the table below presents the principal amounts and weighted average interest rates by year of expected maturity to evaluate the expected cash flows and sensitivity to interest rate changes, excluding the effect of our interest rate swaps (dollars in thousands): Expected Maturity Date 2025 2026 2027 2028 2029 Thereafter Total Fair Value Assets Debt security held-to-maturity $ 93,433 $ — $ — $ — $ — $ — $ 93,433 $ 93,369 Weighted average interest rate on maturing fixed-rate debt security 4.24 % — % — % — % — % — % 4.24 % — Liabilities Fixed-rate debt — principal payments $ 32,327 $ 159,437 $ 57,791 $ 139,961 $ 16,948 $ 598,260 $ 1,004,724 $ 858,102 Weighted average interest rate on maturing fixed-rate debt 3.53 % 3.03 % 3.50 % 4.39 % 3.29 % 3.70 % 3.67 % — Variable-rate debt — principal payments $ 32 $ — $ 550,000 $ 139,000 $ — $ — $ 689,032 $ 688,945 Weighted average interest rate on maturing variable-rate debt (based on rates in effect as of December 31, 2024) 7.30 % — % 5.66 % 5.71 % — % — % 5.67 % — Debt Security Investment, Net As of December 31, 2024, the net carrying value of our debt security investment was $91,264,000.
Biggest changeFor information on our interest rate swaps, see Note 9, Derivative Financial Instruments, and Note 13, Fair Value Measurements, to the Consolidated Financial Statements that are a part of this Annual Report on Form 10-K, for a further discussion. 58 Table of Contents As of December 31, 2025, the table below presents the principal amounts and weighted average interest rates by year of expected maturity to evaluate the expected cash flows and sensitivity to interest rate changes, excluding the effect of our interest rate swaps (dollars in thousands): Expected Maturity Date 2026 2027 2028 2029 2030 Thereafter Total Fair Value Assets Debt security held-to- maturity $ — $ — $ 93,433 $ — $ — $ — $ 93,433 $ 93,107 Weighted average interest rate on maturing fixed-rate debt security — % — % 4.24 % — % — % — % 4.24 % — Liabilities Fixed-rate debt — principal payments $ 159,687 $ 56,182 $ 139,740 $ 16,963 $ 44,732 $ 568,261 $ 985,565 $ 898,892 Weighted average interest rate on maturing fixed- rate debt 3.04 % 3.51 % 4.40 % 3.36 % 4.51 % 3.74 % 3.73 % — Variable-rate debt — principal payments $ — $ 550,000 $ — $ — $ — $ — $ 550,000 $ 549,946 Weighted average interest rate on maturing variable- rate debt (based on rates in effect as of December 31, 2025) — % 5.01 % — % — % — % — % 5.01 % — Debt Security Investment, Net As of December 31, 2025, the net carrying value of our debt security investment was $92,136,000.
We have not elected, and may continue to not elect, to apply hedge accounting treatment to these derivatives; therefore, changes in the fair value of interest rate derivative financial instruments were recorded as a component of interest expense in gain or loss in fair value of derivative financial instruments in our accompanying consolidated statements of operations and comprehensive loss.
We have not elected, and may continue to not elect, to apply hedge accounting treatment to these derivatives; therefore, changes in the fair value of interest rate derivative financial instruments were recorded as a component of interest expense in gain or loss in fair value of derivative financial instruments in our accompanying consolidated statements of operations and comprehensive income (loss).
There were no material changes in our market risk exposures, or in the methods we use to manage market risk, between the years ended December 31, 2024 and 2023. Interest Rate Risk We are exposed to the effects of interest rate changes primarily as a result of long-term debt used to acquire and develop properties and other investments.
There were no material changes in our market risk exposures, or in the methods we use to manage market risk, between the years ended December 31, 2025 and 2024. Interest Rate Risk We are exposed to the effects of interest rate changes primarily as a result of long-term debt used to acquire and develop properties and other investments.
Other Market Risk In addition to changes in interest rates and foreign currency exchange rates, the value of our future investments is subject to fluctuations based on changes in local and regional economic conditions and changes in the creditworthiness of tenants and residents, which may affect our ability to refinance our debt if necessary. Item 8.
Other Market Risk In addition to changes in interest rates and foreign currency exchange rates, the value of our future investments is subject to fluctuations based on changes in local and regional economic conditions and changes in the creditworthiness of tenants and residents, which may affect our ability to refinance our debt if necessary. 59 Table of Contents Item 8.
See Note 8, Mortgage Loans Payable, Net, and Note 9, Lines of Credit and Term Loan, to the Consolidated Financial Statements that are a part of this Annual Report on Form 10-K, for a further discussion.
See Note 7, Mortgage Loans Payable, and Note 8, Lines of Credit and Term Loan, to the Consolidated Financial Statements that are a part of this Annual Report on Form 10-K, for a further discussion.
See Note 15, Fair Value Measurements, to the Consolidated Financial Statements that are a part of this Annual Report on Form 10-K, for a discussion of the fair value of our investment in a held-to-maturity debt security. The effective interest rate on our debt security investment was 4.24% per annum as of December 31, 2024.
See Note 13, Fair Value Measurements, to the Consolidated Financial Statements that are a part of this Annual Report on Form 10-K, for a discussion of the fair value of our investment in a held-to-maturity debt security. The stated interest rate on our debt security investment was 4.24% per annum as of December 31, 2025.
As of December 31, 2024, our interest rate swaps are recorded in other assets and other liabilities in our accompanying consolidated balance sheet at their aggregate fair value of $1,013,000 and ($909,000), respectively. We do not enter into derivative transactions for speculative purposes.
As of December 31, 2025, our interest rate swaps are recorded in other liabilities in our accompanying consolidated balance sheet at their aggregate fair value of $929,000. We do not enter into derivative transactions for speculative purposes.
As of December 31, 2024, we had 89 fixed-rate mortgage loans payable and zero variable-rate mortgage loans payable with effective interest rates ranging from 2.21% to 5.99% per annum and a weighted average effective interest rate of 3.67%.
As of December 31, 2025, we had 85 fixed-rate mortgage loans payable with effective interest rates ranging from 2.21% to 5.99% per annum and a weighted average effective interest rate of 3.73%.
Mortgage Loans Payable, Net and Lines of Credit and Term Loan Mortgage loans payable were $1,004,724,000 ($982,071,000, net of discount/premium and deferred financing costs) as of December 31, 2024.
Mortgage Loans Payable, Net and Lines of Credit and Term Loan Mortgage loans payable were $985,565,000 ($966,925,000, net of discount/premium and deferred financing costs) as of December 31, 2025.
In addition, as of December 31, 2024, we had $689,032,000 ($688,534,000, net of deferred financing fees) outstanding under our lines of credit and term loan, at a weighted-average interest rate of 5.67% per annum. As of December 31, 2024, the weighted average effective interest rate on our outstanding debt, factoring in our fixed-rate interest rate swaps, was 4.41% per annum.
In addition, as of December 31, 2025, we had $550,000,000 ($549,761,000, net of deferred financing fees) outstanding under our lines of credit and term loan, at a weighted average interest rate of 5.01% per annum.
Financial Statements and Supplementary Data. See Part IV, Item 15, Exhibits, Financial Statement Schedules.
Financial Statements and Supplementary Data. See Part IV, Item 15, Exhibits, Financial Statement Schedules. Item 9. Changes in and Disagreements with Accountants on Accounting and Financial Disclosure. None.
An increase in the variable interest rate on our variable rate mortgage loans payable and lines of credit and term loan constitutes a market risk.
As of December 31, 2025, the weighted average effective interest rate on our outstanding debt, factoring in our fixed-rate interest rate swaps, was 4.34% per annum. An increase in the variable interest rate on our variable-rate lines of credit and term loan constitutes a market risk.
As of December 31, 2024, a 0.50% increase in the market rates of interest would have increased our overall annualized interest expense on our lines of credit by $705,000, or 0.94% of total annualized interest expense on our mortgage loans payable and lines of credit and term loan.
As of December 31, 2025, a 0.50% increase in the market rates of interest would have no impact on our overall annualized interest expense as all variable-rate loan balances as of December 31, 2025 have interest rate swap arrangements in place.

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