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What changed in Global Medical REIT Inc.'s 10-K — 2024 vs 2025

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Paragraph-level year-over-year comparison of Global Medical 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.

+278 added−296 removedSource: 10-K (2026-03-02) vs 10-K (2025-02-28)

Top changes in Global Medical REIT Inc.'s 2025 10-K

278 paragraphs added · 296 removed · 191 edited across 7 sections

Item 1. Business

Business — how the company describes what it does

35 edited+16 added−28 removed27 unchanged
Biggest changeSee “Risk Factors— The inability of any of our significant tenants to pay rent to us could have a disproportionate negative affect on our revenues ” and “ Risk Factors— Most of our healthcare facilities are occupied by a single tenant, and we may have difficulty finding suitable replacement tenants in the event of a tenant default or non-renewal of our leases, especially for our healthcare facilities located in smaller markets. ” ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Leasable Square ​ Annualized Base Rent (ABR) ​ Tenant ​ Feet (LSF) ​ % of LSF ​ (in thousands) (1) ​ % of ABR ​ LifePoint Health ​ 157,151 ​ 3.3 % $ 7,931 ​ 7.2 % Encompass Health Corporation 254,006 5.3 % ​ 7,318 6.7 % Memorial Health System 155,600 3.3 % ​ 5,938 5.4 % Total 566,757 11.9 % $ 21,187 19.3 % (1) Monthly base rent for December 2024, multiplied by 12 (or base rent net of annualized expenses for properties with gross leases). 7 Table of Contents Lease Expirations The following table contains information regarding the lease expiration dates of the leases in our portfolio as of December 31, 2024. ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Annualized Base Rent (ABR) ​ Year ​ Number of Leases ​ Leased Square Feet ​ (in thousands) (1) ​ % of ABR ​ 2025 ​ 63 ​ 507,602 ​ $ 9,860 ​ 9.0 % 2026 72 497,259 ​ 10,559 ​ 9.6 % 2027 50 470,171 ​ 12,204 ​ 11.1 % 2028 36 261,753 ​ 7,283 ​ 6.6 % 2029 60 769,921 ​ 19,077 ​ 17.3 % 2030 39 492,601 ​ 12,208 ​ 11.1 % 2031 22 377,993 ​ 7,830 ​ 7.1 % 2032 6 64,510 ​ 2,056 ​ 1.9 % 2033 18 179,954 ​ 4,767 ​ 4.3 % 2034 ​ 12 ​ 234,770 ​ ​ 7,343 ​ 6.7 % Thereafter 25 729,389 ​ 16,815 ​ 15.3 % Total 403 4,585,923 (2) ​ $ 110,002 100.0 % (1) Monthly base rent for December 2024, multiplied by 12 (or base rent net of annualized expenses for properties with gross leases).
Biggest changeSee “Risk Factors— The inability of any of our significant tenants to pay rent to us could have a disproportionate negative affect on our revenues ” and “ Risk Factors— Most of our healthcare facilities are occupied by a single tenant, and we may have difficulty finding suitable replacement tenants in the event of a tenant default or non-renewal of our leases, especially for our healthcare facilities located in smaller markets. ” ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Leasable Square ​ ​ ​ ​ ​ ​ ​ Annualized Base Rent (ABR) ​ ​ ​ ​ Tenant ​ Feet (LSF) ​ % of LSF ​ (in thousands) (1) ​ % of ABR ​ LifePoint Health ​ 157,151 ​ 3.1 % $ 8,113 ​ 6.8 % Encompass Health Corporation 268,038 5.3 % ​ 7,462 6.3 % Memorial Health System 155,600 3.1 % ​ 5,938 5.0 % Total 580,789 11.5 % $ 21,513 18.1 % (1) Monthly base rent for December 2025, multiplied by 12 (or base rent net of annualized expenses for properties with gross leases). ​ Lease Expirations The following table contains information regarding the lease expiration dates of the leases in our portfolio as of December 31, 2025. ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Annualized Base Rent (ABR) ​ ​ ​ ​ Year ​ Number of Leases ​ Leased Square Feet ​ (in thousands) (1) ​ % of ABR ​ 2026 ​ 79 ​ 402,895 ​ $ 8,854 ​ 7.4 % 2027 60 707,226 ​ 16,293 ​ 13.7 % 2028 52 286,240 ​ 7,527 ​ 6.3 % 2029 61 749,883 ​ 18,758 ​ 15.8 % 2030 68 720,447 ​ 15,551 ​ 13.1 % 2031 45 647,675 ​ 14,827 ​ 12.5 % 2032 11 87,981 ​ 2,165 ​ 1.8 % 2033 19 184,415 ​ 5,408 ​ 4.6 % 2034 14 266,633 ​ 8,114 ​ 6.8 % 2035 ​ 12 ​ 245,711 ​ ​ 7,476 ​ 6.3 % Thereafter 23 597,048 ​ 13,866 ​ 11.7 % Total 444 4,896,154 (2) ​ $ 118,839 100.0 % (1) Monthly base rent for December 2025, multiplied by 12 (or base rent net of annualized expenses for properties with gross leases).
Business Overview and Strategy Our business strategy is to invest in healthcare properties that provide an attractive rate of return relative to our cost of capital and are operated by profitable physician groups, regional or national healthcare systems or combinations thereof.
Business Overview and Strategy Our business strategy is to invest primarily in healthcare properties that provide an attractive rate of return relative to our cost of capital and are operated by profitable physician groups, regional or national healthcare systems or combinations thereof.
We make available, free of charge through the Investor Relations 12 Table of Contents portion of the website, annual reports on Form 10-K, quarterly reports on Form 10-Q, current reports on Form 8-K and amendments to those reports filed or furnished pursuant to Section 13(a) or 15(d) of the Exchange Act as soon as reasonably practicable after we electronically file such material with, or furnish it to, the SEC.
We make available, free of charge through the Investor Relations portion of the website, annual reports on Form 10-K, quarterly reports on Form 10-Q, current reports on Form 8-K and amendments to those reports filed or furnished pursuant to Section 13(a) or 15(d) of the Exchange Act as soon as reasonably practicable after we electronically file such material with, or furnish it to, the SEC.
As a result, we believe our employees are committed to building strong, innovative and long-term relationships with each other and with our tenants. Our employees at our corporate office are permitted to work remotely. Available Information We maintain a website at www.globalmedicalreit.com .
As a result, we believe our employees are committed to building strong, innovative and long-term relationships with each other and with our tenants. Our employees at our corporate office are permitted to work remotely. Available Information We maintain a website at www. chironre .com .
To implement this strategy, we seek to invest: ● in medical office buildings and other decentralized components of the healthcare delivery system because we believe that healthcare delivery trends in the U.S. are increasingly moving away from centralized hospital locations; ● in small to mid-sized healthcare facilities located in secondary markets and suburbs of primary markets and that provide services needed for an aging population, such as cardiovascular treatment, rehabilitation, eye surgery, gastroenterology, oncology treatment and orthopedics.
To implement this strategy, we seek to invest: ● in off-campus medical facilities and other decentralized components of the healthcare delivery system because we believe that healthcare delivery trends in the U.S. are increasingly moving away from centralized hospital locations; ● in small to mid-sized healthcare facilities located in secondary markets and suburbs of primary markets and that provide services needed for an aging population, such as cardiovascular treatment, rehabilitation, eye surgery, gastroenterology, oncology treatment and orthopedics.
The ground leases subject these properties to certain restrictions, including restrictions on our ability to re-let such facilities to tenants not affiliated with the ground lessor, rights of first offer and refusal with respect to sales of the facilities and restrictions that limit the types of medical procedures that may be performed at the facilities.
The ground 7 Table of Contents leases subject these properties to certain restrictions, including restrictions on our ability to re-let such facilities to tenants not affiliated with the ground lessor, rights of first offer and refusal with respect to sales of the facilities and restrictions that limit the types of medical procedures that may be performed at the facilities.
The tables below summarize information about our portfolio as of December 31, 2024. Also see “Schedule III – Consolidated Real Estate and Accumulated Depreciation,” for additional information about our properties. In addition, as of December 31, 2024 we had an investment in an unconsolidated joint venture of approximately $2.1 million.
The tables below summarize information about our portfolio as of December 31, 2025. Also see “Schedule III – Consolidated Real Estate and Accumulated Depreciation,” for additional information about our properties. In addition, as of December 31, 2025, we had an investment in an unconsolidated joint venture of approximately $1.8 million.
We stand with our communities, tenants, and stockholders in supporting meaningful solutions that address this global challenge and contribute to the sustainability of our business objectives. ​ Human Capital Resources Our success is dependent on the success of our employees. As of December 31, 2024, the Company had 26 employees.
We stand with our communities, tenants, and stockholders in supporting meaningful solutions that address this global challenge and contribute to the sustainability of our business objectives. ​ Human Capital Resources Our success is dependent on the success of our employees. As of December 31, 2025, the Company had 30 employees.
These laws include, without limitation: ● The Federal Anti-Kickback Statute, which prohibits, among other things, the offer, payment, solicitation or receipt of any form of remuneration in return for, or to induce, the referral of any U.S. federal or state healthcare program patients; ● The Federal Physician Self-Referral Prohibition (commonly called the “Stark Law”), which, subject to specific exceptions, restricts physicians who have financial relationships with healthcare providers from making referrals for designated health services for which payment may be made under Medicare or Medicaid programs 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 false or fraudulent claims for payment to the federal government, including under the Medicare and Medicaid programs; ● The Civil Monetary Penalties Law, which authorizes the Department of Health and Human Services to impose monetary penalties for certain fraudulent acts; and ● State anti-kickback, anti-inducement, anti-referral and insurance fraud laws which may be generally similar to, and potentially more expansive than, the federal laws set forth above. 10 Table of Contents Violations of these laws may result in criminal and/or civil penalties that range from punitive sanctions, damage assessments, penalties, imprisonment, denial of Medicare and Medicaid payments and/or exclusion from the Medicare and Medicaid programs.
These laws include, without limitation: ● The Federal Anti-Kickback Statute, which prohibits, among other things, the offer, payment, solicitation or receipt of any form of remuneration in return for, or to induce, the referral of any U.S. federal or state healthcare program patients; ● The Federal Physician Self-Referral Prohibition (commonly called the “Stark Law”), which, subject to specific exceptions, restricts physicians who have financial relationships with healthcare providers from making referrals for designated health services for which payment may be made under Medicare or Medicaid programs 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 false or fraudulent claims for payment to the federal government, including under the Medicare and Medicaid programs; ● The Civil Monetary Penalties Law, which authorizes the Department of Health and Human Services to impose monetary penalties for certain fraudulent acts; and ● State anti-kickback, anti-inducement, anti-referral and insurance fraud laws which may be generally similar to, and potentially more expansive than, the federal laws set forth above.
The primary purpose of the ESG committee is to assist the Board in fulfilling its responsibilities to provide oversight and support of our commitment to ESG matters by overseeing: (1) our general ESG strategy and policies as set by our management, (2) communications with our employees, investors, and other stakeholders with respect to ESG matters, (3) developments relating to, and improving our understanding of, ESG matters, (4) our compliance with certain ESG-related legal and regulatory requirements, and (5) coordination with our other Board committees on ESG matters of common import.
The primary purpose of this committee is to assist the Board in fulfilling its responsibilities to provide oversight and support of our efforts and goals regarding sustainability matters by overseeing: (1) our general sustainability strategy and policies as set by our management, (2) communications with our employees, investors, and other stakeholders with respect to sustainability matters, (3) developments 10 Table of Contents relating to, and improving our understanding of, sustainability matters, (4) our compliance with certain sustainability -related legal and regulatory requirements, and (5) coordination with our other Board committees on sustainability matters of common import.
(2) Our remaining properties are located in 30 other states, with no state accounting for more than 5% of our ABR. Significant Tenants The following tenants each account for at least 5% of our annualized base rent as of December 31, 2024.
(2) Our remaining properties are located in 29 other states, with no state accounting for more than 5% of our ABR. 6 Table of Contents Significant Tenants The following tenants each account for at least 5% of our annualized base rent as of December 31, 2025.
ITEM 1. BUSINESS ​ Organization Global Medical REIT Inc. (the “Company,” “us,” “we,” or “our”) is a Maryland corporation and internally managed REIT that acquires healthcare facilities and leases those facilities to physician groups and regional and national healthcare systems. The Company’s common stock is listed on the New York Stock Exchange.
ITEM 1. BUSINESS ​ Organization Chiron Real Estate Inc. (the “Company,” “us,” “we,” or “our”) is a Maryland corporation and internally managed REIT that primarily acquires healthcare facilities leased to physician groups and regional and national healthcare systems. The Company’s common stock is listed on the New York Stock Exchange.
Our wholly owned subsidiary, Global Medical REIT GP LLC, is the sole general partner of our Operating Partnership and, as of December 31, 2024, we owned 92.6% of the outstanding common operating partnership units (“OP Units”) of our Operating Partnership, with an aggregate of 7.4% of the Operating Partnership owned by holders of long-term incentive plan units (“LTIP Units”) and third-party limited partners who contributed properties or services to the Operating Partnership in exchange for OP Units.
Our wholly owned subsidiary, Chiron Real Estate GP LLC, is the sole general partner of our Operating Partnership and, as of December 31, 2025, we owned 92.0% of the outstanding common operating partnership units (“OP Units”) of our Operating Partnership, with an aggregate of 8.0% of the Operating Partnership owned by holders of long-term incentive plan units (“LTIP Units”) and third-party limited partners who contributed properties or services to the Operating Partnership in exchange for OP Units.
Certain environmental laws impose compliance obligations on owners and tenants of real property with respect to the management of hazardous substances and other regulated materials. For example, environmental laws govern the management and removal of asbestos-containing materials and lead-based paint.
Certain environmental laws impose compliance obligations on owners and tenants of real property with respect to the management of hazardous substances and other regulated materials. For example, environmental laws govern the management and removal of asbestos-containing materials and lead-based paint. Failure to comply with these laws can result in penalties or other sanctions.
The future of the Affordable Care Act is uncertain and any changes to existing laws and regulations, including the Affordable Care Act’s repeal, modification or replacement, could have a long-term financial impact on the delivery of and payment for healthcare. Both our tenants and us may be adversely affected by the law or its repeal, modification or replacement.
The future of the Affordable Care Act is uncertain and any changes to existing laws and regulations, including the Affordable Care Act’s repeal, modification or replacement, could have a long-term financial impact on the delivery of and payment for healthcare.
Ground Leases As of December 31, 2024, we had seven buildings located on land that is subject to operating ground leases, representing approximately 3.9% of our total leasable square feet and approximately 4.5% of our December 2024 annualized base rent.
Ground Leases As of December 31, 2025, we had 12 buildings located on land that is subject to operating ground leases, representing approximately 13.2% of our total leasable square feet and approximately 9.6% of our December 2025 annualized base rent.
As of December 31, 2024, 35% of our workforce were women and 31% of our workforce was ethnically diverse. We believe we offer a competitive pay and benefits package, with nearly all of our employees participating in our equity incentive plans.
As of December 31, 2025, 63% of our workforce were men and 37% of our workforce were women. We believe we offer a competitive pay and benefits package, with nearly all of our employees participating in our equity incentive plans.
Fraud and Abuse Laws There are various federal and state laws prohibiting fraudulent and abusive business practices by healthcare providers who participate in, receive payments from, or are able to make referrals in connection with, government-sponsored healthcare programs, including the Medicare and Medicaid programs. Our leases with certain tenants may also be subject to these fraud and abuse laws.
Both our tenants and us may be adversely affected by the law or its repeal, modification or replacement. 8 Table of Contents Fraud and Abuse Laws There are various federal and state laws prohibiting fraudulent and abusive business practices by healthcare providers who participate in, receive payments from, or are able to make referrals in connection with, government-sponsored healthcare programs, including the Medicare and Medicaid programs.
To that end, we continue to explore ways to mitigate climate risk, should it be present, in our acquisition strategy, as well as ways to contribute to the reduction of climate impact through proactive asset management that looks for ways to incorporate renewable energy resources and energy utilization reduction.
Capturing and tracking this information may help inform future mitigation and remediation efforts when possible. To that end, we continue to explore ways to mitigate climate risk, should it be present as well as ways to contribute to the reduction of climate impact through proactive asset management that looks for ways to incorporate renewable energy resources and energy utilization reduction.
(2) The remaining 170,185 of leasable square feet, or 3.6% of our overall leasable square feet, is vacant. Joint Venture In December 2024, we entered into a joint venture (the “Joint Venture”) with Heitman, a real estate investment firm with over $48 billion of assets under management.
(2) The remaining 202,998 leasable square feet, or 4.0% of our overall leasable square feet, is vacant. Joint Venture As of December 31, 2025, we had a 12.5% investment in, and served as managing member of, a joint venture with Heitman, a real estate investment firm with over $48 billion of assets under management (the “Heitman Joint Venture”).
The contents of our Corporate Social Responsibility Report are not incorporated by reference into this Report or in any other report or document we file with the SEC. ​ Our commitment to employee engagement remains a high-priority, as we continue to make accommodations for health, safety, and work-life balance, including at our headquarters which is LEED platinum certified and includes a fitness center, café and roof-top lounge.
Our commitment to employee engagement remains a high-priority, as we continue to make accommodations for health, safety, and work-life balance, including at our headquarters which is LEED platinum certified and includes a fitness center, café and roof-top lounge. Climate Change Risk We take climate change and the risks associated with climate change seriously, including both physical and transitional risks.
Climate Change Risk We take climate change and the risks associated with climate change seriously, including both physical and transitional risks. We utilize software to help us identify and measure the potential climate risk exposure for our properties. The software analysis summarizes the climate change-related risks, groups them by onset potential and identifies opportunities for risk mitigation.
We utilize software to help us identify and measure the potential climate risk exposure for our properties. The software analysis summarizes the climate change-related risks, groups them by onset potential and identifies opportunities for risk mitigation. We monitor our portfolio for climate risk factors. The energy consumption data that we collect is used to calculate our facilities’ carbon emission levels.
We used $2.1 million of the proceeds from the sales to finance our initial 12.5% capital investment in the Joint Venture. In connection with the acquisition of the two assets, the Joint Venture entered into a mortgage loan with a principal amount of $17.6 million.
In connection with the acquisition of the two assets, the Heitman Joint Venture entered into a mortgage loan with a principal amount of $17.6 million.
Summary of Investments by Type The following table contains information about our portfolio by type of property as of December 31, 2024: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Leasable Square % of Annualized Base Rent (ABR) ​ Type ​ Feet (LSF) ​ LSF ​ (in thousands) (1) ​ % of ABR ​ Medical Office Building (MOB) (2) ​ 3,648,612 ​ 76.7 % $ 78,694 ​ 71.5 % Inpatient Rehab.
The information in the tables below does not include data based on properties held in our unconsolidated joint venture. 5 Table of Contents Summary of Investments by Type The following table contains information about our portfolio by type of property as of December 31, 2025: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Leasable Square ​ ​ ​ % of ​ ​ ​ Annualized Base Rent (ABR) ​ ​ ​ ​ Type ​ Feet (LSF) ​ LSF ​ (in thousands) (1) ​ % of ABR ​ Medical Office Building (MOB) (2) ​ 4,035,663 ​ 79.1 % $ 85,397 ​ 71.9 % Inpatient Rehab.
Adverse economic or other conditions (including significant weather events) in the states that contain a high concentration of our facilities could adversely affect us. See “Risk Factors— We have significant geographic concentration in a small number of states, including Texas, Florida, Ohio, Pennsylvania, Illinois, Arizona, and Michigan.
See “Risk Factors— We have significant geographic concentration in a small number of states, including Texas, Florida, Ohio, Arizona, Pennsylvania, and Illinois.
Economic and other conditions that negatively affect those states and our tenants in those states could have a greater effect on our revenues than if our properties were more geographically diverse .” ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Leasable Square ​ Annualized Base Rent (ABR) ​ State ​ Feet (LSF) ​ % of LSF ​ (in thousands) (1) ​ % of ABR ​ Texas ​ 709,092 ​ 14.9 % $ 17,815 ​ 16.2 % Florida ​ 588,567 12.4 % ​ 13,060 11.9 % Ohio 419,221 8.8 % ​ 9,636 8.8 % Pennsylvania 286,339 6.0 % ​ 7,307 6.6 % Illinois 308,813 6.5 % ​ 6,964 6.3 % Arizona 183,835 3.9 % ​ 6,682 6.1 % Michigan ​ 306,190 ​ 6.4 % ​ 5,785 ​ 5.3 % Other (2) 1,954,051 41.1 % ​ 42,753 ​ 38.8 % Total 4,756,108 100.0 % $ 110,002 100.0 % (1) Monthly base rent for December 2024, multiplied by 12 (or base rent net of annualized expenses for properties with gross leases).
Economic and other conditions that negatively affect those states and our tenants in those states could have a greater effect on our revenues than if our properties were more geographically diverse .” ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Leasable Square ​ ​ ​ ​ ​ ​ ​ Annualized Base Rent (ABR) ​ ​ ​ ​ State ​ Feet (LSF) ​ % of LSF ​ (in thousands) (1) ​ % of ABR ​ Texas ​ 709,092 ​ 13.9 % $ 20,147 ​ 17.0 % Florida ​ 513,029 10.1 % ​ 12,991 10.9 % Ohio 422,768 8.3 % ​ 9,475 8.0 % Arizona 359,771 7.1 % ​ 8,785 7.4 % Pennsylvania 313,065 6.1 % ​ 7,668 6.5 % Illinois 258,789 5.1 % ​ 6,022 5.1 % Other (2) 2,522,638 49.4 % ​ 53,751 ​ 45.1 % Total 5,099,152 100.0 % $ 118,839 100.0 % (1) Monthly base rent for December 2025, multiplied by 12 (or base rent net of annualized expenses for properties with gross leases).
Under such laws, the applicable state regulatory body must determine a need exists for a project before the project can be undertaken. If one of our tenants seeks to undertake a CON-regulated project but is not authorized by the applicable regulatory body to proceed with the project, the tenants would be prevented from operating in its intended manner.
If one of our tenants seeks to undertake a CON-regulated project but is not authorized by the applicable regulatory body to proceed with the project, the tenants would be prevented from operating in its intended manner. 9 Table of Contents Failure to comply with these laws and regulations could adversely affect us directly and our tenants’ ability to make rent payments to us.
We elected to be taxed as a REIT for U.S. federal income tax purposes commencing with our taxable year ended December 31, 2016. We hold our facilities and conduct our operations through a Delaware limited partnership subsidiary, Global Medical REIT L.P. (the “Operating Partnership”).
On February 23, 2026, the Company changed its name from Global Medical REIT Inc. to Chiron Real Estate Inc. We elected to be taxed as a REIT for U.S. federal income tax purposes commencing with our taxable year ended December 31, 2016.
Facility (IRF) 501,087 10.5 % ​ 19,136 17.4 % Healthcare Administrative Office 137,891 2.9 % ​ 2,800 2.5 % Other (3) 468,518 9.9 % ​ 9,372 8.6 % Total 4,756,108 100.0 % $ 110,002 100.0 % (1) Monthly base rent for December 2024, multiplied by 12 (or base rent net of annualized expenses for properties with gross leases).
Facility (IRF) 515,119 10.1 % ​ 19,580 16.5 % Surgical Hospital 108,674 2.1 % ​ 4,436 3.7 % Other 439,696 8.7 % ​ 9,426 (3) 7.9 % Total 5,099,152 100.0 % $ 118,839 100.0 % (1) Monthly base rent for December 2025, multiplied by 12 (or base rent net of annualized expenses for properties with gross leases).
Whether enhanced technology and cost-saving measures and increased reimbursements from payors will help offset these costs remains to be seen. ​ Our Properties As of December 31, 2024, we had gross investments of approximately $1.5 billion in real estate properties, consisting of 190 buildings with an aggregate of (i) approximately 4.8 million leasable square feet and (ii) approximately $110 million of annualized base rent.
In addition, as of December 31, 2025, we had an interest in an unconsolidated joint venture that owns two healthcare facilities. ​ Our Properties As of December 31, 2025, we had gross investments of approximately $1.5 billion in real estate properties, consisting of 189 buildings with an aggregate of (i) approximately 5.1 million leasable square feet and (ii) approximately $118.8 million of annualized base rent.
(2) Our MOB category includes buildings with special uses such as surgery centers, imaging, labs, urgent care, dialysis, and plasma centers, among others.
(2) Our MOB category includes buildings with special uses such as surgery centers, imaging, labs, urgent care, dialysis, and plasma centers, among others. (3) Other ABR includes long-term acute care hospital ($2,680), acute-care hospital ($2,678), healthcare administrative office ($1,478), behavioral hospital ($1,414), free-standing emergency department ($1,053) and retail space ($123).
We believe these facilities and markets are typically overlooked by larger REITs and other healthcare investors but contain tenant credit profiles that are like those of larger, more expensive facilities in primary markets; and ● to a lesser extent, in opportunistic acquisitions, including behavioral and mental health facilities that are operated by national or regional operators and are located in markets that demonstrate a need for such services.
We believe these facilities and markets are typically overlooked by larger REITs and other healthcare investors but contain tenant credit profiles that are like those of larger, more expensive facilities in primary markets; and ● active adult and other seniors residential facilities that are in attractive markets. Most of our healthcare facilities are leased to single-tenants under triple-net leases.
As the managing member, we source new investments for the Joint Venture, manage the day-to-day activities of the Joint Venture and its assets, earn fees as compensation for such services, and are entitled to reimbursement of certain expenses we incur in the performance of such services for the Joint Venture.
As the managing member, we source new investments and manage the day-to-day activities for the Heitman Joint Venture and earn fees as compensation for such services. The Heitman Joint Venture was formed in December 2024 and, as of December 31, 2025, consisted of two assets that were initially sold to it by us for aggregate gross proceeds of $35.2 million.
In addition to expanding coverage and controlling costs, the Affordable Care Act also contains provisions intended to combat healthcare fraud, including Medicare fraud and abuse. On June 28, 2012, the United States Supreme Court partially invalidated the expansion of Medicaid and allowed states not to participate in the expansion without losing their existing Medicaid funding.
In addition to expanding coverage and controlling costs, the Affordable Care Act also contains provisions intended to combat healthcare fraud, including Medicare fraud and abuse. Recent CMS final rules continue to refine Affordable Care Act marketplace standards to improve enrollment integrity and consumer protections.
Government Programs, Laws and Regulations Medicare and Medicaid Programs Sources of revenue for our tenants typically include the Medicare and Medicaid programs. Healthcare providers continue to face increased government pressure to control or reduce healthcare costs and significant reductions in healthcare reimbursement, including reduced reimbursements and changes to payment methodologies under the Affordable Care Act.
Government Programs, Laws and Regulations Medicare and Medicaid Programs Sources of revenue for our tenants typically include the Medicare and Medicaid programs.
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Most of our healthcare facilities are leased to single-tenants under triple-net leases. Our portfolio also contains some multi-tenant properties with gross lease or modified gross lease structures. In addition, we have an interest in an unconsolidated joint venture that owns two healthcare facilities. Impact of Elevated Interest Rates and Inflation During 2024 the U.S.
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We hold our facilities and conduct our operations through a Delaware limited partnership subsidiary, Chiron Real Estate LP (the “Operating Partnership”).
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Federal Reserve (the “Fed”) began lowering the Federal Funds Rate after many quarters of increasing the target range for the rate to combat inflation. Beginning in September 2024 through December 2024, the Federal Funds Rate dropped from a range of 5.25% – 5.50% to 4.25% - 4.50%. However, U.S.
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On September 19, 2025, the Company completed a one-for-five reverse stock split of its outstanding shares of common stock, with a corresponding adjustment to the outstanding partnership units of the Operating Partnership (the “Reverse Stock Split”). Unless otherwise noted, all common share and unit amounts shown herein are shown on a split-adjusted basis.
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Treasury yields and Secured Overnight Financing Rate (“SOFR”) swap rates have not responded in kind with 10-Year U.S. Treasury yields increasing from 3.79% at September 30, 2024 to 4.57% at December 31, 2024 and the five-year forward SOFR swap rates increasing from 3.21% to 3.97%, during the same period.
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Our portfolio also contains some multi-tenant properties with gross lease or modified gross lease structures.
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The difference between the changes in the Federal Funds Rate and U.S. Treasury yields and forward SOFR swap rates reflect market expectations of increased inflationary pressures in the coming months and years.
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Geographic Concentration The following table contains information regarding the geographic concentration of our portfolio as of December 31, 2025. Adverse economic or other conditions (including significant weather events) in the states that contain a high concentration of our facilities could adversely affect us.
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Consequently, the Fed may maintain an elevated Federal Funds Rate, or determine to raise the Federal Funds Rate again, in 2025 and beyond if inflation begins to rise. ​ 5 Table of Contents Currently, interest rate swaps with respect to our $350 million term loan (“Term Loan A”) on our Second Amended and Restated Credit Facility (the “Credit Facility”) are set to expire on the maturity of Term Loan A in April 2026.
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Healthcare providers continue to face increased government pressure to control or reduce healthcare costs and ongoing adjustments to healthcare reimbursement, including payment rate changes and payment methodology reforms by the Centers for Medicare & Medicaid Services (“CMS”), as well as targeted efforts to strengthen program integrity and value-based care models.
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If we refinance our Term Loan A and enter into new interest rate swaps, any related interest rate swap would likely be based on the five-year SOFR swap rate at the time of refinancing, which is likely to be much higher than our current SOFR swap rate on our Term Loan A.
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Recent and proposed rules include modest updates to Medicare physician and hospital payment rates amid persistent cost pressures, while providers note that reimbursement increases often lag actual cost growth for care delivery, creating financial strain for many practices and facilities.
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Additionally, although one-month SOFR, which is the base rate of the unhedged revolver component of our Credit Facility (our “Revolver”), has decreased during 2024 in line with the decrease in the Federal Funds Rate, one-month SOFR remains elevated compared to 2021 and there is no assurance that one-month SOFR will continue to decrease in 2025 and beyond. ​ In summary, interest expense on our Revolver, which is based on the short-term interest rate of one-month SOFR, has decreased in recent months along with the decrease in the Federal Funds Rate.
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In Janaury 2026, CMS announced proposed rate increases for 2027 to Medicare Advantage health plans of less than a tenth of a percent, which was less than market expectations. If finalized, this modest rate increase could result in benefit cuts or higher premiums for Medicare Advantage participants.
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With respect to our Term Loan A and its related interest rate swaps, if we refinance that loan and wish to hedge our prospective interest rate risk by entering into new interest rate swaps, the swap rates at the time of refinancing will be significantly higher than our current interest rate swaps due to (i) the general increase in SOFR since 2021 and (ii) the significant widening between short-term and long-term rates based on renewed inflationary pressures.
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The need to control Medicaid expenditures may be exacerbated by recent federal changes that restrict states’ use of provider taxes to support Medicaid funding and impose new administrative eligibility requirements, including work or community engagement conditions for some adults, potentially reducing overall enrollment and increasing coverage losses in certain populations.
Removed
Continuing Impact of Healthcare Wage Inflation The COVID-19 epidemic affected the healthcare industry in many ways. Many stories exist about U.S. healthcare workers, especially nurses, experiencing burnout due to the length and severity of the epidemic, and this has caused many nurses and other medical professionals to switch jobs within the medical profession or quit their professions altogether.
Added
States have historically sought to manage Medicaid spending through benefit limits and eligibility tightening; current federal policy changes may further constrain state flexibility in Medicaid financing and reimbursement.
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This phenomenon has led to material increases in labor costs for healthcare systems, especially hospital systems, as some employers have had to rely on higher cost contract nursing labor to sustain their businesses. Although reliance on contract nursing and overall healthcare wage inflation moderated during 2024, the overall increase in healthcare labor costs remains.
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Efforts by Medicare and Medicaid to refine and restrain reimbursement growth and implement integrity safeguards, combined with broader changes enacted in 2025 affecting Medicaid financing and Affordable Care Act marketplaces, are likely to continue, which could negatively affect our tenants’ revenues and their ability to pay rent to us.
Removed
The information in the tables below does not include data based on properties held in our unconsolidated joint venture.
Added
Beginning on January 1, 2026, premium tax credits that were intended to assist certain participants in purchasing health insurance expired, which could result in significant premium increases for these participants. A significant increase in premiums could result in many participants dropping their health insurance, which could negatively affect our tenants.
Removed
(3) Other ABR includes acute-care hospital ($2,608), long-term acute care hospital ($2,608), surgical hospital ($1,519), behavioral hospital ($1,393), free-standing emergency department ($1,022) and retail space ($222). 6 Table of Contents Geographic Concentration The following table contains information regarding the geographic concentration of our portfolio as of December 31, 2024.
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Our leases with certain tenants may also be subject to these fraud and abuse laws.
Removed
Pursuant to the Joint Venture operating agreement, we maintain a 12.5% investment in the Joint Venture and also serve as its managing member and Heitman maintains an 87.5% investment. Most economic decisions related to the Joint Venture are determined by the majority vote of an executive committee that consists of three members representing Heitman and two members representing our Company.
Added
Violations of these laws may result in criminal and/or civil penalties that range from punitive sanctions, damage assessments, penalties, imprisonment, denial of Medicare and Medicaid payments and/or exclusion from the Medicare and Medicaid programs.
Removed
Pursuant to the terms of the Joint Venture operating agreement, we have the right to purchase investment opportunities for the Company before offering such opportunities to the Joint Venture. In connection with the formation of the Joint Venture, we sold two of our assets to the Joint Venture receiving aggregate gross proceeds of $35.2 million.
Added
Under such laws, the applicable state regulatory body must determine a need exists for a project before the project can be undertaken.
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Healthcare Industry and Healthcare Real Estate Market Opportunity We believe our primary investment strategy takes advantage of current trends in healthcare and healthcare delivery, including an aging population and the decentralization of healthcare, while also providing flexibility to make opportunistic acquisitions and dispositions. 8 Table of Contents Aging U.S.
Added
Corporate Sustainability and Social Responsibility Our business values integrate environmental sustainability, social responsibility, and strong governance practices throughout our Company.
Removed
Population Driving Increase in Demand for Healthcare Services The general aging of the population, driven by the baby boomer generation and advances in medical technology and services which increase life expectancy, is a key driver of the growth in healthcare expenditures. According to the 2020 U.S.
Added
Our Board of Directors’ (the “Board”) approach to these practices is viewed through the lens of reducing and controlling the Company’s risk profile. ​ Our Board continues to lead our sustainability efforts, and our Board has a standing committee focused on such efforts.
Removed
Census, the nation’s 65-and older population has grown rapidly since 2010, driven by Baby Boomers born between 1946 and 1964. The 65-and-older population grew by over a third during the past decade, and by 3.2% from 2018 to 2019.
Removed
We believe that demographic trends in the United States, including an aging population, will result in continued growth in the demand for healthcare services utilized by an aging population, which in turn will lead to an increasing need for a greater supply of specialized, well-located healthcare facilities.
Removed
Clinical Care Continues to Shift Away from Large, Centralized Facilities We believe the continued shift in the delivery of healthcare services away from large, centralized facilities to smaller, more specialized facilities will increase the need for smaller, more specialized and efficient hospitals and outpatient facilities that take advantage of these shifting trends.
Removed
Procedures traditionally performed in large, general hospitals, such as certain types of surgeries, are increasingly moving to more conveniently located, specialized facilities driven by advances in clinical science, shifting consumer preferences, limited or inefficient space in existing hospitals and lower costs in the non-hospital environment.
Removed
In some cases, private insurers rely on all or portions of the Medicare payment systems to determine payment rates, which may result in decreased reimbursement from private insurers. The need to control Medicaid expenditures may be exacerbated by the potential for increased enrollment in Medicaid programs due to unemployment and declines in family incomes.
Removed
Historically, states have often attempted to reduce Medicaid spending by limiting benefits and tightening Medicaid eligibility requirements. 9 Table of Contents Efforts by Medicare and Medicaid to reduce reimbursements will likely continue, which could negatively affect our tenant’s revenues and their ability to pay rent to us.
Removed
In addition, on December 22, 2017, President Trump signed into law the Tax Cuts and Jobs Act of 2017, or the TCJA. The TCJA eliminated the tax penalty for violating the individual mandate provision of the Affordable Care Act.
Removed
Failure to comply with these laws and regulations could adversely affect us directly and our tenants’ ability to make rent payments to us.
Removed
Failure to comply with these laws can result in penalties or other sanctions. 11 Table of Contents Corporate Sustainability and Social Responsibility Our business values integrate environmental sustainability, social responsibility, and strong governance practices throughout our Company. ​ Our Board of Directors (the “Board”) continues to lead our environmental, social and governance (“ESG”) efforts through a standing ESG committee.
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In June 2024, we released our third Corporate Social Responsibility Report, which detailed our progress and areas of focus in the ESG realm.
Removed
We prioritize energy efficiency and sustainability when evaluating investment opportunities and have begun to monitor our portfolio for climate risk factors. We utilize utility and energy audits that are performed by third-party engineering consultants during the due diligence phase of our acquisitions. The energy consumption data that we collect is used to assess our facilities’ carbon emission levels.
Removed
Capturing and tracking this information may help inform future mitigation and remediation efforts when possible.

Item 1A. Risk Factors

Risk Factors — what could go wrong, per management

84 edited+17 added−29 removed240 unchanged
Biggest changeThese restrictions could limit our ability to sell healthcare facilities at a time, or on terms, that would be favorable absent such restrictions which, in turn, could materially, adversely affect our business, financial condition, results of operations, our ability to make distributions to our stockholders and the trading price of our common and preferred stock. 26 Table of Contents Our Operating Partnership may issue additional OP Units to third parties without the consent of our stockholders, which would reduce our ownership percentage in our Operating Partnership and could have a dilutive effect on the amount of distributions made to us by our Operating Partnership and, therefore, the amount of distributions we can make to our stockholders.
Biggest changeThese restrictions could limit our ability to sell healthcare facilities at a time, or on terms, that would be favorable absent such restrictions which, in turn, could materially, adversely affect our business, financial condition, results of operations, our ability to make distributions to our stockholders and the trading price of our common and preferred stock.
Specifically, the Code imposes a disallowance of deductions for business interest expense (even if paid to third parties) in excess of the sum of a taxpayer’s business interest income and 30% of the adjusted taxable income of the business, which is its taxable income computed without regard to business interest income or expense, net operating losses or the pass-through income deduction.
Specifically, the Code imposes a disallowance of deductions for business interest expense (even if paid to third parties) in excess of the sum of a taxpayer’s business interest income and 30% of the adjusted taxable income of the business, which is its taxable income computed without regard to business interest income or expense, net operating losses or the pass-through income deduction.
In addition, in general, no more than 5% of the value of our assets (other than government securities, securities of TRSs and qualified real estate assets) can consist of the securities of any one issuer, no more than 20% of the value of our total assets can be represented by the securities of one or more TRSs, and no more than 25% of our assets can be represented by debt of “publicly offered REITs” (i.e., REITs that are required to file annual and periodic reports with the SEC under the Exchange Act) that is not secured by real property or interests in real property.
In addition, in general, no more than 5% of the value of our assets (other than government securities, securities of TRSs and qualified real estate assets) can consist of the securities of any one issuer, no more than 25% of the value of our total assets can be represented by the securities of one or more TRSs, and no more than 25% of our assets can be represented by debt of “publicly offered REITs” (i.e., REITs that are required to file annual and periodic reports with the SEC under the Exchange Act) that is not secured by real property or interests in real property.
All these risks may be greater in smaller markets, where there may be fewer potential replacement tenants, making it more difficult to replace tenants, especially for specialized space. We have significant geographic concentration in a small number of states, including Texas, Florida, Ohio, Pennsylvania, Illinois, Arizona, and Michigan.
All these risks may be greater in smaller markets, where there may be fewer potential replacement tenants, making it more difficult to replace tenants, especially for specialized space. We have significant geographic concentration in a small number of states, including Texas, Florida, Ohio, Arizona, Pennsylvania, and Illinois.
Our participation in joint ventures is subject to risks that may not be present with other methods of ownership, including: ● our joint venture partners could have investment and financing goals that are inconsistent with our objectives, including the timing, terms, and strategies for any investments, and what levels of debt to incur or carry; ​ ● we, as managing member of our joint venture, may have liability for any mortgage indebtedness held by the joint venture if we violate certain “bad actor” representations and warranties in the related credit agreement; ​ ● because we lack sole decision-making authority, we could experience impasses or disputes relating to certain decisions, including those related to budget approvals, entitlements, sales of assets, debt financing, execution of lease agreements, and vendor approvals, which could result in delayed decisions and missed opportunities and could require us to expend additional resources on litigation or arbitration to resolve; ​ ● our joint venture partners may have competing interests that create conflicts of interest in our markets; ​ ● our ability to transfer our interest in a joint venture to a third party may be restricted; ​ ● the market for our interest may be limited and/or valued lower than fair market value; ​ ● our joint venture partners may be structured differently than us for tax purposes, and this could create conflicts of interest and risks to our REIT status or could restrict the ways in which we are able to exit investments; ​ ● our joint venture partners might become insolvent, fail to fund their share of required capital contributions or fail to fulfill their obligations as a joint venture partner, which may require us to infuse our own capital into the venture on behalf of the partner despite other competing uses for such capital; ​ ● our joint venture agreements may give our partners management rights that allow them to make operational or other decisions with which we disagree or that we would manage differently; and ​ 17 Table of Contents ● our joint venture agreements may impose limitations or caps on the property management fees that we otherwise would have been entitled to receive if the underlying property were wholly owned. ​ In addition, in some instances, our joint venture partner will have the right to cause us to sell our interest, or acquire their interest, at a time when we otherwise would not have initiated such a transaction.
Our participation in joint ventures is subject to risks that may not be present with other methods of ownership, including: ● our joint venture partners could have investment and financing goals that are inconsistent with our objectives, including the timing, terms, and strategies for any investments, and what levels of debt to incur or carry; ​ ● we, as managing member of our Heitman Joint Venture, may have liability for any mortgage indebtedness held by the joint venture if we violate certain “bad actor” representations and warranties in the related credit agreement; ​ ● because we lack sole decision-making authority, we could experience impasses or disputes relating to certain decisions, including those related to budget approvals, entitlements, construction and development, sales of assets, debt financing, execution of lease agreements, and vendor approvals, which could result in delayed decisions and missed opportunities and could require us to expend additional resources on litigation or arbitration to resolve; ​ ● our joint venture partners may have competing interests that create conflicts of interest in our markets; ​ ● our ability to transfer our interest in a joint venture to a third party may be restricted; ​ ● the market for our interest may be limited and/or valued lower than fair market value; ​ ● our joint venture partners may be structured differently than us for tax purposes, and this could create conflicts of interest and risks to our REIT status or could restrict the ways in which we are able to exit investments; ​ ● our joint venture partners might become insolvent, fail to fund their share of required capital contributions or fail to fulfill their obligations as a joint venture partner, which may require us to infuse our own capital into the venture on behalf of the partner despite other competing uses for such capital; ​ ● our joint venture agreements may give our partners management rights that allow them to make operational or other decisions with which we disagree or that we would manage differently; and ​ ● our joint venture agreements may impose limitations or caps on the property management fees that we otherwise would have been entitled to receive if the underlying property were wholly owned. ​ 15 Table of Contents In addition, in some instances, our joint venture partners will have the right to cause us to sell our interest, or acquire their interest, at a time when we otherwise would not have initiated such a transaction.
A security breach or other significant disruption involving our or our tenants’ IT networks and related systems could: ● Disrupt the proper functioning of our or our tenants’ networks and systems and therefore our operations and/or those of our tenants; ● Result in the unauthorized access to, and destruction, loss, theft, misappropriation or release of proprietary, confidential, sensitive, or otherwise valuable information about us, our tenants or our tenants’ patients, which others could use to compete against us or our tenants or which could expose us or our tenants to regulatory action or damage claims by third-parties; ● Result in misstated financial reports, violations of loan covenants, missed reporting deadlines, and/or missed permitting deadlines; ● Result in our inability to properly monitor our compliance with the rules and regulations regarding our qualification as a REIT; ● Jeopardize the building systems relied upon by our tenants for the efficient use of their leased space; ● Require significant management attention and resources to remedy any damages that result; ● Subject us or our tenants to claims for breach of contract, damages, credits, penalties, or termination of leases or other agreements; or 20 Table of Contents ● Damage our and our tenants’ reputations.
A security breach or other significant disruption involving our or our tenants’ IT networks and related systems could: ● Disrupt the proper functioning of our or our tenants’ networks and systems and therefore our operations and/or those of our tenants; ● Result in the unauthorized access to, and destruction, loss, theft, misappropriation or release of proprietary, confidential, sensitive, or otherwise valuable information about us, our tenants or our tenants’ patients, which others could use to compete against us or our tenants or which could expose us or our tenants to regulatory action or damage claims by third-parties; ● Result in misstated financial reports, violations of loan covenants, missed reporting deadlines, and/or missed permitting deadlines; ● Result in our inability to properly monitor our compliance with the rules and regulations regarding our qualification as a REIT; ● Jeopardize the building systems relied upon by our tenants for the efficient use of their leased space; ● Require significant management attention and resources to remedy any damages that result; ● Subject us or our tenants to claims for breach of contract, damages, credits, penalties, or termination of leases or other agreements; or ● Damage our and our tenants’ reputations.
Furthermore, dealing with a tenant bankruptcy or other default may divert management’s attention and cause us to incur substantial legal and other costs. On May 6, 2024, our tenant, Steward Health Care (“Steward”), filed for Chapter 11 bankruptcy reorganization.
Furthermore, dealing with a tenant bankruptcy or other default may divert management’s attention and cause us to incur substantial legal and other costs. On May 6, 2024, our former tenant, Steward Health Care (“Steward”), filed for Chapter 11 bankruptcy reorganization.
Our access to capital will depend upon several factors, many of which we have little or no control, including: ● The extent of investor interest; ● Our ability to satisfy the distribution requirements applicable to REITs; ● The general reputation of REITs and the attractiveness of their equity securities in comparison to other equity securities, including securities issued by other real estate-based companies; ● Our financial performance and that of our tenants; ● Analyst reports about us and the REIT industry; ● General stock and bond market conditions, including changes in interest rates on fixed income securities, which may lead prospective purchasers of our stock to demand a higher annual yield from future distributions; ● A failure to maintain or increase our dividend which is dependent, in large part, upon our funds from operations, or FFO, which, in turn, depends upon increased revenue from additional acquisitions and rental increases; and ● Other factors such as governmental regulatory action and changes in tax laws.
Our access to capital will depend upon several factors, many of which we have little or no control, including: ● The extent of investor interest; ● Our ability to satisfy the distribution requirements applicable to REITs; ● The general reputation of REITs and the attractiveness of their equity securities in comparison to other equity securities, including securities issued by other real estate-based companies; ● Our financial performance and that of our tenants; ● Analyst reports about us and the REIT industry; ● General stock and bond market conditions, including changes in interest rates on fixed income securities, which may lead prospective purchasers of our stock to demand a higher annual yield from future distributions; 20 Table of Contents ● A failure to maintain or increase our dividend which is dependent, in large part, upon our funds from operations, or FFO, which, in turn, depends upon increased revenue from additional acquisitions and rental increases; and ● Other factors such as governmental regulatory action and changes in tax laws.
In addition, our Operating Partnership is required to indemnify us, our affiliates and each of our respective officers and directors, to the fullest extent permitted by applicable law against any and all losses, claims, damages, liabilities (whether joint or several), expenses (including, without limitation, attorneys’ fees and other legal fees and expenses), judgments, fines, settlements and other amounts arising from any and all claims, demands, actions, suits or proceedings, civil, criminal, administrative or investigative, that relate to the operations of our Operating Partnership, provided that our Operating Partnership will not indemnify any such person for (1) acts or omissions committed in bad faith or that were the result of active and deliberate dishonesty, (2) any transaction for which such person received an improper personal benefit in money, healthcare facility or services, or (3) in the case of a criminal proceeding, the person had reasonable cause to believe the act or omission was unlawful.
In addition, our Operating Partnership is required to indemnify us, our affiliates and each of our respective officers and directors, to the fullest extent permitted by applicable law against any and all losses, claims, damages, liabilities (whether joint or several), expenses (including, without limitation, attorneys’ fees and other legal fees and expenses), judgments, fines, settlements and other amounts arising from any and all claims, demands, actions, suits or proceedings, civil, criminal, administrative or investigative, that relate to the operations of our Operating Partnership, provided that our Operating Partnership will not indemnify any such person for (1) acts or omissions committed in bad faith or that were the result of active and deliberate dishonesty, 25 Table of Contents (2) any transaction for which such person received an improper personal benefit in money, healthcare facility or services, or (3) in the case of a criminal proceeding, the person had reasonable cause to believe the act or omission was unlawful.
Economic and other conditions that negatively affect those states and our tenants in those states could have a greater effect on our revenues than if our properties were more geographically diverse. ​ ● We rely on external sources of capital to fund future capital needs, and, if we encounter difficulty in obtaining such capital, we may not be able to make future acquisitions necessary to grow our business or meet maturing obligations. ​ ● Subject to certain requirements under Maryland law and REIT requirements, the Board has sole discretion to determine if we will pay distributions and the amount and frequency of such distributions, and past distribution amounts may not be indicative of future distribution amounts. ​ ● Failure to remain qualified as a REIT would cause us to be taxed as a regular corporation, which would substantially reduce funds available for distributions to our stockholders. ​ 13 Table of Contents Risks Related to our Business and Healthcare Facilities ​ We are dependent on our tenants for our revenues.
Economic and other conditions that negatively affect those states and our tenants in those states could have a greater effect on our revenues than if our properties were more geographically diverse. ​ ● We rely on external sources of capital to fund future capital needs, and, if we encounter difficulty in obtaining such capital, we may not be able to make future acquisitions necessary to grow our business or meet maturing obligations. ​ ● Subject to certain requirements under Maryland law and REIT requirements, the Board has sole discretion to determine if we will pay distributions and the amount and frequency of such distributions, and past distribution amounts may not be indicative of future distribution amounts. ​ ● Failure to remain qualified as a REIT would cause us to be taxed as a regular corporation, which would substantially reduce funds available for distributions to our stockholders. ​ Risks Related to our Business and Healthcare Facilities ​ We are dependent on our tenants for our revenues.
Overall, no more than 20% of the value of a REIT’s assets may consist of stock or securities of one or more TRSs. Several provisions of the Code regarding the arrangements between a REIT and its TRSs ensure that a TRS will be subject to an appropriate level of U.S. federal income taxation.
Overall, no more than 25% of the value of a REIT’s assets may consist of stock or securities of one or more TRSs. Several provisions of the Code regarding the arrangements between a REIT and its TRSs ensure that a TRS will be subject to an appropriate level of U.S. federal income taxation.
To qualify for this deduction, the stockholder receiving such dividends must hold the dividend-paying REIT stock for at least 46 days (taking into account certain special holding period rules) of the 91-day period beginning 45 days before the stock became ex-dividend and cannot be under an obligation to make related payments with respect to a position in substantially similar or related property.
To qualify for this deduction, the stockholder receiving such dividends must hold the dividend-paying REIT stock for at least 46 days 32 Table of Contents (taking into account certain special holding period rules) of the 91-day period beginning 45 days before the stock became ex-dividend and cannot be under an obligation to make related payments with respect to a position in substantially similar or related property.
This acquisition structure may have the effect of, among other things, reducing the amount of tax depreciation we could deduct over the tax life of the acquired healthcare facilities, and has required, and may in the future require, that we agree to protect the contributors’ ability to defer recognition of taxable gain through restrictions on our ability to dispose of the acquired healthcare facilities or the allocation of partnership debt to the contributors to maintain their tax bases.
This acquisition structure may have the 24 Table of Contents effect of, among other things, reducing the amount of tax depreciation we could deduct over the tax life of the acquired healthcare facilities, and has required, and may in the future require, that we agree to protect the contributors’ ability to defer recognition of taxable gain through restrictions on our ability to dispose of the acquired healthcare facilities or the allocation of partnership debt to the contributors to maintain their tax bases.
If we are unable to obtain needed capital on satisfactory terms or at all, we may not be able to make the investments needed to expand our business or to meet our obligations and commitments as they mature, which, in turn, could materially adversely affect our 22 Table of Contents business, financial conditions, results of operations, our ability to make distributions to our stockholders and the trading price of our common and preferred stock.
If we are unable to obtain needed capital on satisfactory terms or at all, we may not be able to make the investments needed to expand our business or to meet our obligations and commitments as they mature, which, in turn, could materially adversely affect our business, financial conditions, results of operations, our ability to make distributions to our stockholders and the trading price of our common and preferred stock.
If we fail to qualify as a REIT in any taxable year, we will face serious tax consequences that will substantially reduce the funds available for distributions to our stockholders because we would not be allowed a deduction for dividends paid to stockholders in computing our taxable income and would be subject to U.S. federal income tax at regular corporate rates; ● We could be subject to increased state and local taxes; and ● Unless we are entitled to relief under certain U.S. federal income tax laws, we could not re-elect REIT status until the fifth calendar year after the year in which we failed to qualify as a REIT.
If we fail to qualify as a REIT in any taxable year, we will face serious tax consequences that will substantially reduce the funds available for distributions to our stockholders because: ● we would not be allowed a deduction for dividends paid to stockholders in computing our taxable income and would be subject to U.S. federal income tax at regular corporate rates; ● we could be subject to increased state and local taxes; and 28 Table of Contents ● unless we are entitled to relief under certain U.S. federal income tax laws, we could not re-elect REIT status until the fifth calendar year after the year in which we failed to qualify as a REIT.
Since 2022, market interest rates have increased, which materially increased the interest rate on our floating rate debt.
Since 2022, market interest rates have generally increased, which materially increased the interest rate on our floating rate debt.
If we are held liable under these laws, our business, financial condition, results of operations, our ability to make distributions to our stockholders and the trading price of our common and preferred stock may be materially adversely affected. 19 Table of Contents The income from certain of our properties is dependent on the ability of our property managers to successfully manage those properties.
If we are held liable under these laws, our business, financial condition, results of operations, our ability to make distributions to our stockholders and the trading price of our common and preferred stock may be materially adversely affected. The income from certain of our properties is dependent on the ability of our property managers to successfully manage those properties.
In addition, new laws and regulations, changes in existing laws and regulations or changes in the interpretation of such laws or regulations could affect our tenants’ ability to make rent payments to us, which, in turn, could have a material adverse effect on our business, financial condition and results of operations, our ability to make distributions to our stockholders and the trading price of our common and preferred stock.
In addition, new laws and regulations, changes in existing laws and regulations or changes in the interpretation of such laws or regulations could affect our tenants’ ability to make rent payments to us, which, in turn, could have a material adverse effect on our 21 Table of Contents business, financial condition and results of operations, our ability to make distributions to our stockholders and the trading price of our common and preferred stock.
These changes, in some cases, could apply retroactively. The enactment, timing, or effect of legislative or regulatory changes cannot be predicted. Violations of healthcare laws may result in criminal and/or civil penalties that range from punitive sanctions, damage assessments, penalties, imprisonment, denial of Medicare and Medicaid payments and/or exclusion from the Medicare and Medicaid 23 Table of Contents programs.
These changes, in some cases, could apply retroactively. The enactment, timing, or effect of legislative or regulatory changes cannot be predicted. Violations of healthcare laws may result in criminal and/or civil penalties that range from punitive sanctions, damage assessments, penalties, imprisonment, denial of Medicare and Medicaid payments and/or exclusion from the Medicare and Medicaid programs.
Our charter contains a provision whereby we have elected to be subject to the provisions of Title 3, Subtitle 8 of the MGCL relating to the filling of vacancies on the Board. We could increase the number of authorized shares of common and preferred stock, classify and reclassify unissued shares and issue shares without stockholder approval.
Our 26 Table of Contents charter contains a provision whereby we have elected to be subject to the provisions of Title 3, Subtitle 8 of the MGCL relating to the filling of vacancies on the Board. We could increase the number of authorized shares of common and preferred stock, classify and reclassify unissued shares and issue shares without stockholder approval.
Our charter provides that a director may only be removed for cause upon the affirmative vote of holders of two-thirds of all the votes entitled to be cast generally in the election of directors. Vacancies may be filled only by a majority of the remaining directors in office, even if less than a quorum.
Our charter provides that a director may only be removed for cause upon the affirmative vote of holders of two-thirds of all the votes 27 Table of Contents entitled to be cast generally in the election of directors. Vacancies may be filled only by a majority of the remaining directors in office, even if less than a quorum.
Provisions in the partnership agreement of our Operating Partnership may delay, or make more difficult, unsolicited acquisitions of us or changes of our control. These provisions could discourage third parties from making proposals involving an 29 Table of Contents unsolicited acquisition of us or change of our control, although some stockholders might consider such proposals, if made, desirable.
Provisions in the partnership agreement of our Operating Partnership may delay, or make more difficult, unsolicited acquisitions of us or changes of our control. These provisions could discourage third parties from making proposals involving an unsolicited acquisition of us or change of our control, although some stockholders might consider such proposals, if made, desirable.
Our tenants face a wide range of business risks, including economic, competitive, government reimbursement and regulatory risks, any of which could cause our tenants to be unable to pay rent to us. ​ ● We finance a portion of our portfolio with unhedged floating-rate debt from our Credit Facility.
Our tenants face a wide range of business risks, including economic, competitive, government reimbursement and regulatory risks, any of which could cause our tenants to be unable to pay rent to us. ​ 11 Table of Contents ● We finance a portion of our portfolio with unhedged floating-rate debt from our Credit Facility.
Further increases in interest rates may have a material, adverse effect on our ability to make distributions to our stockholders. The bankruptcy of any of our tenants could bar our efforts to collect pre-bankruptcy debts from the tenant or evict the tenant and take back control of the property.
Further increases in interest rates may exacerbate the aforementioned effects and have a material, adverse effect on our ability to make distributions to our stockholders. The bankruptcy of any of our tenants could bar our efforts to collect pre-bankruptcy debts from the tenant or evict the tenant and take back control of the property.
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, 30 Table of Contents and it could materially, adversely affect our business, financial condition, results of operations, our ability to make distributions to our stockholders and the trading price of our common and preferred stock.
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, and it could materially, adversely affect our business, financial condition, results of operations, our ability to make distributions to our stockholders and the trading price of our common and preferred stock.
If we lose our REIT status, our business, financial condition, results of operations, ability to make distributions to our stockholders and the trading price of our common and preferred stock could be materially adversely affected. Our qualification as a REIT could be jeopardized as a result of our interests in joint ventures.
If we lose our REIT status, our business, financial condition, results of operations, ability to make distributions to our stockholders and the trading price of our common and preferred stock could be materially adversely affected. 29 Table of Contents Our qualification as a REIT could be jeopardized as a result of our interests in joint ventures.
Any future distributions will be at the sole discretion of the Board and will depend upon a number of factors, including our actual and projected results of operations, the cash flow generated by our operations, funds from operations (“FFO”), adjusted FFO (“AFFO”), liquidity, our operating expenses, our debt service requirements, capital expenditure requirements for the properties in our portfolio, prohibitions and other limitations under our financing arrangements, our REIT taxable income, the annual REIT distribution requirements, restrictions on making distributions under Maryland law and such other factors as the Board deems relevant.
Any future distributions will be at the sole discretion of the Board and will depend upon a number of factors, including our actual and projected results of operations, the cash flow generated by our operations, funds from operations, Core FFO (formerly adjusted FFO), funds available for distribution, liquidity, our operating expenses, our debt service requirements, capital expenditure requirements for the properties in our portfolio, prohibitions and other limitations under our financing arrangements, our REIT taxable income, the annual REIT distribution requirements, restrictions on making distributions under Maryland law and such other factors as the Board deems relevant.
For such rent to qualify as “rents from real property” for purposes of the gross income tests, the leases must be respected as true leases for U.S. federal income tax purposes and not be treated as service contracts, joint ventures or some other type of arrangement.
For such rent to qualify as “rents from real property” for purposes of the gross income tests, the leases must be respected as true leases for U.S. federal income tax purposes and not be treated as service contracts, joint ventures or 31 Table of Contents some other type of arrangement.
We cannot assure you that our distribution policy will not change in the future or that the Board will continue to declare dividends at the same rate as in 2024.
We cannot assure you that our distribution policy will not change in the future or that the Board will continue to declare dividends at the same rate as in 2025.
The Board, without stockholder approval, has the power under our charter to amend our charter to increase or decrease the aggregate number of shares or the number of shares of any class or series that we are authorized to issue, to authorize us to issue 28 Table of Contents authorized but unissued shares of our common stock or preferred stock.
The Board, without stockholder approval, has the power under our charter to amend our charter to increase or decrease the aggregate number of shares or the number of shares of any class or series that we are authorized to issue, to authorize us to issue authorized but unissued shares of our common stock or preferred stock.
There can be no assurance, however, that we will be able to comply with the 20% limitation or to avoid application of the 100% excise taxes.
There can be no assurance, however, that we will be able to comply with the 25% limitation or to avoid application of the 100% excise taxes.
Additionally, if the facility operators engaged by a TRS lessee do not qualify as “eligible independent contractors,” we would fail to qualify as a REIT.
Additionally, if the facility operators engaged by a TRS lessee do not qualify as “eligible independent contractors,” we could fail to qualify as a REIT.
Any adverse determination in a legal proceeding or governmental investigation, any settlements of such proceedings or investigations in excess of insurance coverage, whether currently asserted or arising in the future, could have a material adverse effect on a tenant’s financial condition.
Any adverse determination in a legal proceeding or governmental investigation, any settlements of such proceedings or investigations in excess of insurance coverage, whether currently asserted or arising 22 Table of Contents in the future, could have a material adverse effect on a tenant’s financial condition.
As of December 31, 2024, we owned 92.6% of the outstanding OP Units. Apart from this ownership interest in our Operating Partnership, we do not have any independent operations. As a result, we rely on distributions from our Operating Partnership to pay any dividends that we might declare on our common and preferred stock.
As of December 31, 2025, we owned 92.0% of the outstanding OP Units. Apart from this ownership interest in our Operating Partnership, we do not have any independent operations. As a result, we rely on distributions from our Operating Partnership to pay any dividends that we might declare on our common and preferred stock.
In that case, we could fail to qualify as a 31 Table of Contents REIT unless we were able to qualify for a statutory REIT “savings” provision, which could require us to pay a significant penalty tax to maintain our REIT qualification. Complying with REIT requirements may cause us to forego otherwise attractive opportunities or liquidate otherwise attractive investments.
In that case, we could fail to qualify as a REIT unless we were able to qualify for a statutory REIT “savings” provision, which could require us to pay a significant penalty tax to maintain our REIT qualification. Complying with REIT requirements may cause us to forego otherwise attractive opportunities or liquidate otherwise attractive investments.
Holders of shares of our common stock will generally not have any voting rights with respect to activities of our Operating Partnership, including issuances of additional OP Units in amounts that do not exceed 20% of our outstanding shares of common stock. As of December 31, 2024, we owned 92.6% of the outstanding OP Units.
Holders of shares of our common stock will generally not have any voting rights with respect to activities of our Operating Partnership, including issuances of additional OP Units in amounts that do not exceed 20% of our outstanding shares of common stock. As of December 31, 2025, we owned 92.0% of the outstanding OP Units.
As a result, stockholders may be required to pay income tax with respect to such dividends in excess of the cash dividends received.
As a 30 Table of Contents result, stockholders may be required to pay income tax with respect to such dividends in excess of the cash dividends received.
There has been increased scrutiny, including from global regulators, regarding the use of “big data,” diligence of data sets and oversight of data vendors. Our ability to use data to gain insights into and manage our business may be limited in the future by regulatory scrutiny and legal developments. ITEM 1B. UNRESOLVED STAFF COMMENTS None. ​
There has been increased scrutiny, including from global regulators, regarding the use of “big data,” diligence of data sets and oversight of data vendors. Our ability to use data to gain insights into and manage our business may be limited in the future by regulatory scrutiny and legal developments.
As of December 31, 2024, the balance of the revolver component of our Credit Facility (the “Revolver”) was $136.6 million, which represented approximately 21% of our total outstanding indebtedness at December 31, 2024. Since 2022, market interest rates have increased in response to increased rates of inflation during that time period.
As of December 31, 2025, the balance of the revolver component of our Credit Facility (the “Revolver”) was $163.2 million, which represented approximately 24.6% of our total outstanding indebtedness at December 31, 2025. Since 2022, market interest rates have increased in response to increased rates of inflation during that time period.
Our charter provides that the Board may revoke or otherwise terminate our REIT election, without the approval of our stockholders, if it determines that it is no longer in our best interest to continue to qualify as a REIT.
The ability of the Board to revoke our REIT qualification without stockholder approval may cause adverse consequences to our stockholders. Our charter provides that the Board may revoke or otherwise terminate our REIT election, without the approval of our stockholders, if it determines that it is no longer in our best interest to continue to qualify as a REIT.
Additionally, our tenants may not have enough risk mitigation measures in place or, even if they do, such measures may not be effective.
Additionally, our tenants may not have enough risk mitigation measures in place 18 Table of Contents or, even if they do, such measures may not be effective.
If a tenant is unable to obtain or maintain insurance coverage, if judgments are obtained or settlements reached in excess of the insurance coverage, if a tenant is required to pay uninsured punitive damages, or if a tenant is subject to an uninsurable government enforcement action or investigation, the tenant could be exposed to substantial additional liabilities, which may affect the tenant’s ability to pay rent, which in turn could have a material adverse effect on our business, financial condition and results of operations, our ability to pay distributions to our stockholders and the trading price of our common and preferred stock. 24 Table of Contents Risks Related to the Real Estate Industry Changes in the general real estate market conditions may adversely affect us.
If a tenant is unable to obtain or maintain insurance coverage, if judgments are obtained or settlements reached in excess of the insurance coverage, if a tenant is required to pay uninsured punitive damages, or if a tenant is subject to an uninsurable government enforcement action or investigation, the tenant could be exposed to substantial additional liabilities, which may affect the tenant’s ability to pay rent, which in turn could have a material adverse effect on our business, financial condition and results of operations, our ability to pay distributions to our stockholders and the trading price of our common and preferred stock.
As a result, the one-month term SOFR, which serves as the base rate for the Revolver, increased from just over 0% at the start of 2022 to 4.33% in December 2024.
As a result, the one-month term SOFR, which serves as the base rate for the Revolver, increased from just over 0% at the start of 2022 to 3.69% in December 2025.
Our healthcare buildings that are subject to ground leases could restrict our use of such healthcare facilities. As of December 31, 2024, we had seven buildings located on land that is subject to operating ground leases, representing approximately 4.5% of our December 2024 annualized base rent. These ground leases contain certain restrictions.
Our healthcare buildings that are subject to ground leases could restrict our use of such healthcare facilities. As of December 31, 2025, we had 12 buildings located on land that is subject to operating ground leases, representing approximately 9.6% of our December 2025 annualized base rent. These ground leases contain certain restrictions.
We may be unable to refinance debt at appropriate times, which may require us to sell healthcare facilities on terms that are not advantageous to us or could result in the foreclosure of such healthcare facilities.
If interest rates are higher when we refinance debt, our income could be reduced. We may be unable to refinance debt at appropriate times, which may require us to sell healthcare facilities on terms that are not advantageous to us or could result in the foreclosure of such healthcare facilities.
The more favorable rates applicable to regular corporate qualified dividends could cause investors who are taxed at individual rates to perceive investments in REITs to be relatively less attractive than investments in the stock of non-REIT corporations that pay dividends, which could adversely affect the value of the shares of REITs, including our common and preferred stock. 34 Table of Contents We may be subject to adverse legislative or regulatory tax changes.
The more favorable rates applicable to regular corporate qualified dividends could cause investors who are taxed at individual rates to perceive investments in REITs to be relatively less attractive than investments in the stock of non-REIT corporations that pay dividends, which could adversely affect the value of the shares of REITs, including our common and preferred stock.
We rely on the services of Jeffrey Busch, our Chief Executive Officer and Chairman of the Board; Robert Kiernan, our Chief Financial Officer; Alfonzo Leon, our Chief Investment Officer; Danica Holley, our Chief Operating Officer; and Jamie Barber, our Secretary and General Counsel, to manage our operations.
We rely on the services of Mark Decker, our Chief Executive Officer and President of the Company; Robert Kiernan, our Chief Financial Officer; Alfonzo Leon, our Chief Investment Officer; Danica Holley, our Chief Operating Officer; and Jamie Barber, our Secretary and General Counsel, to manage our operations.
If we were to experience uninsured losses or if any of our insurance carriers were unable to pay insurance claims, we may lose all or a portion of our investment in a property and the revenues associated with such property, which could materially adversely affect our business, financial condition, results of operations, our ability to make distributions to our stockholders and the trading price of our common and preferred stock.
In such an event, if there is a title defect relating to any of our properties, we could lose some of our investment in and anticipated profits from such property. 17 Table of Contents If we were to experience uninsured losses or if any of our insurance carriers were unable to pay insurance claims, we may lose all or a portion of our investment in a property and the revenues associated with such property, which could materially adversely affect our business, financial condition, results of operations, our ability to make distributions to our stockholders and the trading price of our common and preferred stock.
Any inability to sell a healthcare facility could materially, 25 Table of Contents adversely affect our business, financial condition, results of operations, our ability to make distributions to our stockholders and the trading price of our common and preferred stock. Our assets may become subject to impairment charges.
Any inability to sell a healthcare facility could materially, adversely affect our business, financial condition, results of operations, our ability to make distributions to our stockholders and the trading price of our common and preferred stock. Our assets may become subject to impairment charges. We evaluate our real estate investments and other assets for impairment indicators.
These facts and any others that would impede our ability to respond to adverse changes in the performance of our healthcare facilities may have a material adverse effect on our business, financial condition, results of operations, our ability to make distributions to our stockholders and the trading price of our common and preferred stock.
These facts and any others that would impede our ability to respond to adverse changes in the performance of our healthcare facilities may have a material adverse effect on our business, financial condition, results of operations, our ability to make distributions to our stockholders and the trading price of our common and preferred stock. 23 Table of Contents Uncertain market conditions could cause us to sell our healthcare facilities at a loss in the future.
At any time, the U.S. federal income tax laws or regulations governing REITs, or the administrative interpretations of those laws or regulations, may be amended.
We may be subject to adverse legislative or regulatory tax changes. At any time, the U.S. federal income tax laws or regulations governing REITs, or the administrative interpretations of those laws or regulations, may be amended.
As of December 31, 2024, the annualized base rent from our top three tenants represented approximately 19% of our portfolio-wide annualized base rent, including our LifePoint Health facilities, which comprised approximately 7% of our annualized base rent; our Encompass facilities, which comprised approximately 7% of our annualized base rent; and our Memorial Health facilities, which comprised approximately 5% of our annualized base rent.
As of December 31, 2025, the annualized base rent from our top three tenants represented approximately 18.1% of our portfolio-wide annualized base rent, including our LifePoint Health facilities, which comprised approximately 6.8% of our annualized base rent; our Encompass facilities, which comprised approximately 6.3% of our annualized base rent; and our Memorial Health facilities, which comprised approximately 5.0% of our annualized base rent.
As of December 31, 2024, leases representing 9%, 10% and 11% of our portfolio annualized base rent expire in 2025, 2026 and 2027, respectively. Most of our healthcare facilities are occupied by a single tenant.
As of December 31, 2025, leases representing 7.4%, 13.7% and 6.3% of our portfolio annualized base rent expire in 2026, 2027 and 2028, respectively. Most of our healthcare facilities are occupied by a single tenant.
Any material changes in the current payment programs or regulatory, economic, environmental or competitive conditions in these states could have an amplified effect on our business, financial condition and results of operations, our ability to make distributions to our stockholders and the trading price of our common and preferred stock than if our properties were more geographically diverse. 16 Table of Contents We may be unable to successfully enter into definitive purchase or sale agreements for, or close the acquisition or sale of, the properties in our investment pipeline or our portfolio.
Any material changes in the current payment programs or regulatory, economic, environmental or competitive conditions in these states 14 Table of Contents could have an amplified effect on our business, financial condition and results of operations, our ability to make distributions to our stockholders and the trading price of our common and preferred stock than if our properties were more geographically diverse.
Any reduction in rental revenues resulting from the inability of our tenants or their associated healthcare delivery systems to compete or due to a reduced need for healthcare facilities generally may have a material adverse effect on our business, financial condition, results of operations, our ability to make distributions to our stockholders and the trading price of our common and preferred stock. 18 Table of Contents We may incur uninsured losses or losses in excess of our insurance coverage, which may result in us having to absorb all or a portion of such loss.
Any reduction in rental revenues resulting from the inability of our tenants or their associated healthcare delivery systems to compete or due to a reduced need for healthcare facilities generally may have a material adverse effect on our business, financial condition, results of operations, our ability to make distributions to our stockholders and the trading price of our common and preferred stock.
If we make a taxable dividend payable in cash and our common stock and a significant number of our stockholders determine to sell shares of our common stock in order to pay taxes owed on dividends, it may put downward pressure on the trading price of our common stock. 32 Table of Contents The ability of the Board to revoke our REIT qualification without stockholder approval may cause adverse consequences to our stockholders.
If we make a taxable dividend payable in cash and our common stock and a significant number of our stockholders determine to sell shares of our common stock in order to pay taxes owed on dividends, it may put downward pressure on the trading price of our common stock.
Accordingly, a downturn in the healthcare industry generally, or a particular medical field or healthcare delivery system specifically, could materially adversely affect our business, financial condition, results of operations, our ability to make distributions to our stockholders and the trading price of our common and preferred stock.
Accordingly, a downturn in the healthcare industry generally, or a particular medical field or healthcare delivery system specifically, could materially adversely affect our business, financial condition, results of operations, our ability to make distributions to our stockholders and the trading price of our common and preferred stock. 12 Table of Contents The inability of any of our significant tenants to pay rent to us could have a disproportionate negative effect on our business.
In addition to interest rate risk, we are subject to additional risks associated with our Credit Facility generally, including covenant restrictions. ● Our assets are concentrated in healthcare-related facilities, making us more economically vulnerable to specific industry-related risks than if our assets were diversified across different industries. ​ ● The inability of any of our significant tenants to pay rent to us could have a disproportionate negative affect on our business. ​ ● Most of our healthcare facilities are occupied by a single tenant, and we may have difficulty finding suitable replacement tenants in the event of a tenant default or non-renewal of our leases, especially for our healthcare facilities located in smaller markets. ​ ● Healthcare wage inflation increased dramatically due to the COVID-19 virus and remained elevated throughout 2024, which has in the past and could continue to materially and adversely affect certain of our tenants’ businesses.
In addition to interest rate risk, we are subject to additional risks associated with our Credit Facility generally, including covenant restrictions. ● Our assets are concentrated in healthcare-related facilities, making us more economically vulnerable to specific industry-related risks than if our assets were diversified across different industries. ​ ● The inability of any of our significant tenants to pay rent to us could have a disproportionate negative affect on our business. ​ ● Most of our healthcare facilities are occupied by a single tenant, and we may have difficulty finding suitable replacement tenants in the event of a tenant default or non-renewal of our leases, especially for our healthcare facilities located in smaller markets. ​ ● We have significant geographic concentration in a small number of states, including Texas, Florida, Ohio, Arizona, Pennsylvania, and Illinois.
In such an event, we cannot be certain that we would be able to replace the coverage at similar or otherwise favorable terms. We have obtained title insurance policies for each of our properties, typically in an amount equal to its original price. However, these policies may be for amounts less than the current or future values of our properties.
We have obtained title insurance policies for each of our properties, typically in an amount equal to its original price. However, these policies may be for amounts less than the current or future values of our properties.
In such an event, we might remain obligated for any mortgage debt or other financial obligation related to the property. Further, if any of our insurance carriers were to become insolvent, we would be forced to replace the existing coverage with another suitable carrier, and any outstanding claims would be at risk for collection.
Further, if any of our insurance carriers were to become insolvent, we would be forced to replace the existing coverage with another suitable carrier, and any outstanding claims would be at risk for collection. In such an event, we cannot be certain that we would be able to replace the coverage at similar or otherwise favorable terms.
For us to qualify as a REIT, no more than 50% of the value of our outstanding shares of stock may be owned, beneficially or constructively, by five or fewer individuals at any time during the last half of each taxable year other than our initial REIT taxable year. 27 Table of Contents Subject to certain exceptions, our charter prohibits any stockholder from owning actually or constructively more than 9.8% in value or number of shares, whichever is more restrictive, of any class or series of our outstanding shares.
For us to qualify as a REIT, no more than 50% of the value of our outstanding shares of stock may be owned, beneficially or constructively, by five or fewer individuals at any time during the last half of each taxable year other than our initial REIT taxable year.
Our use of joint ventures may limit our returns on and our flexibility with jointly owned investments. On December 20, 2024, we entered into a joint venture to purchase two healthcare facilities, and we may enter into other joint ventures in the future.
Our use of joint ventures may limit our returns on and our flexibility with jointly owned investments. As of February 20, 2026, we have two joint ventures, and we may enter into other joint ventures in the future.
Real estate investments are subject to various risks and fluctuations and cycles in value and demand, many of which are beyond our control.
Risks Related to the Real Estate Industry Changes in the general real estate market conditions may adversely affect us. Real estate investments are subject to various risks and fluctuations and cycles in value and demand, many of which are beyond our control.
We periodically evaluate our real estate investments and other assets for impairment indicators. The judgment regarding the existence of impairment indicators is based upon factors such as market conditions, lease re-negotiations, tenant performance and legal structure. For example, the termination of a lease by a major tenant may lead to an impairment charge.
The judgment regarding the existence of impairment indicators is based upon factors such as market conditions, lease re-negotiations, tenant performance and legal structure. For example, the termination of a lease by a major tenant or an agreement to sell a property at a price below its book value may lead to an impairment charge.
In some cases, private insurers rely on all or portions of the Medicare payment systems to determine payment rates, which may result in decreased reimbursement from private insurers.
If finalized, this modest rate increase could result in benefit cuts or higher premiums for Medicare Advantage participants. In some cases, private insurers rely on all or portions of the Medicare payment systems to determine payment rates, which may result in decreased reimbursement from private insurers.
As of December 31, 2024, we had nine interest rate swap agreements with a total notional amount of $500 million that fixed the SOFR component of the interest rate on our Term Loan A and the $150 million term loan component under our Credit Facility (“Term Loan B,” and, together with Term Loan A, the “Term Loans”).
As of December 31, 2025, we had 16 interest rate swap agreements (including forward-starting interest rate swaps) with a total notional amount of $500 million that fixed the SOFR component of the interest rate on each of the term loan components under our Credit Facility.
During the fourth quarter of 2024, we incurred an impairment charge of $1.7 million in connection with one of our healthcare facilities. Risks Related to Our Structure We have no direct operations and rely on funds received from our Operating Partnership and its subsidiaries to meet our obligations. We conduct substantially all of our operations through our Operating Partnership.
During the year ended December 31, 2025, we incurred impairment charges of $13.0 million related to two of our healthcare facilities. Risks Related to Our Structure We have no direct operations and rely on funds received from our Operating Partnership and its subsidiaries to meet our obligations. We conduct substantially all of our operations through our Operating Partnership.
If a TRS lessee failed to qualify as a TRS or the facility operators engaged by a TRS lessee did not qualify as “eligible independent contractors,” we would fail to qualify as a REIT and would be subject to higher taxes and have less cash available for distribution to our stockholders. 33 Table of Contents Rent paid by a lessee that is a “related party tenant” of ours will not be qualifying income for purposes of the two gross income tests applicable to REITs.
If a TRS lessee failed to qualify as a TRS or the facility operators engaged by a TRS lessee did not qualify as “eligible independent contractors,” we could fail to qualify as a REIT and would be subject to higher taxes and have less cash available for distribution to our stockholders.
Therefore, any such default could have a material adverse impact on our business, financial condition, results of operations, our ability to make distributions to our stockholders and the trading price of our common and preferred stock. Interest rate swaps related to our $350 million term loan (“Term Loan A”) are set to expire in April 2026.
Therefore, any such default could have a material adverse impact on our business, financial condition, results of operations, our ability to make distributions to our stockholders and the trading price of our common and preferred stock. Our interest rate hedges may not be successful in mitigating our interest rate risks.
Our continued ability to incur additional debt, make distributions and conduct business in general is subject to our compliance with these covenants, which limit our operational flexibility.
See “Management’s Discussion and Analysis of Financial Condition and Results of Operations – Liquidity and Capital Resources” for a description of these covenants. Our continued ability to incur additional debt, make distributions and conduct business in general is subject to our compliance with these covenants, which limit our operational flexibility.
Nevertheless, we have entered and may in the future enter into tax protection agreements to assist contributors of properties to our Operating Partnership in deferring the recognition of taxable gain because of and after any such contribution. ​ General Risk Factors ​ We are subject to risks related to corporate social responsibility.
Nevertheless, we have entered and may in the future enter into tax protection agreements to assist contributors of properties to our Operating Partnership in deferring the recognition of taxable gain because of and after any such contribution. ​ General Risk Factors ​ Artificial intelligence and other machine learning techniques could increase competitive, operational, legal and regulatory risks to our business in ways that we cannot predict.
The increase in interest rates has caused our borrowing costs to materially increase, which has, among other things, increased our cost of capital (which has affected our ability to acquire assets) and decreased our earnings, liquidity, cash available to make distributions to our stockholders and the trading price of our common and preferred stock.
The increase in interest rates has caused our borrowing costs to materially increase, which has, among other things, increased our cost of capital (which has affected our ability to acquire assets) and decreased our earnings, liquidity, cash available to make distributions to our stockholders and the trading price of our common and preferred stock. 19 Table of Contents The terms of our debt agreements require us to comply with several customary financial and other covenants, such as maintaining certain leverage and coverage ratios and minimum tangible net worth requirements.
Some of our competitors may be more successful than us in the development and implementation of new technologies, including services and platforms based on AI, to improve their operations. If we are unable to adequately advance our capabilities in these areas or do so at a slower pace than others in our industry, we may be at a competitive disadvantage.
Some of our competitors may be more successful than us in the development and implementation of new technologies, including services and platforms based on AI, to improve their operations.
As of December 31, 2024, we had $646.1 million of indebtedness outstanding (net of unamortized debt issuance costs). We may also place indebtedness on our healthcare facilities in the future.
As of December 31, 2025, we had $653.9 million of indebtedness outstanding (net of unamortized debt issuance costs). We may also place indebtedness on our healthcare facilities in the future. We run the risk of being unable to refinance such debt when the loans come due or of being unable to refinance on favorable terms.
Uncertain market conditions could cause us to sell our healthcare facilities at a loss in the future. We intend to hold our various real estate investments until we determine that a sale or other disposition appears to be advantageous to achieve our investment objectives.
We intend to hold our various real estate investments until we determine that a sale or other disposition appears to be advantageous to achieve our investment objectives. We may exercise our discretion as to whether and when to sell a healthcare facility, and we have no obligation to sell our facilities.
We may, in the future, lease certain of our healthcare facilities that qualify as “qualified health care properties” to a TRS lessee.
Rent paid by a lessee that is a “related party tenant” of ours will not be qualifying income for purposes of the two gross income tests applicable to REITs. We may, in the future, lease certain of our healthcare facilities that qualify as “qualified health care properties” to a TRS lessee.
Our revenues are generated by our leases, which are typically medium-to-long-term leases with fixed rental rates, subject to annual rent escalators. The unhedged portion of our Credit Facility debt is subject to SOFR, which has increased substantially since early 2022 and remained elevated during 2024.
Our revenues are generated by our leases, which are typically medium-to-long-term leases with fixed rental rates, subject to annual rent escalators.
Accordingly, we may not have enough insurance coverage against certain types of losses and may experience decreases in the insurance coverage available. Should an uninsured loss or a loss in excess of insured limits occur, we could lose all or a portion of our investment in a property, as well as the anticipated future revenue from the property.
Should an uninsured loss or a loss in excess of insured limits occur, we could lose all or a portion of our investment in a property, as well as the anticipated future revenue from the property. In such an event, we might remain obligated for any mortgage debt or other financial obligation related to the property.
Our tenants are generally required (either directly or through a reimbursement arrangement with us) to maintain comprehensive property and casualty insurance covering our properties. However, some types of losses may be uninsurable or too expensive to insure against, such as losses due to windstorms, terrorist acts, earthquakes, and toxic mold, among others.
However, some types of losses may be uninsurable or too expensive to insure against, such as losses due to windstorms, terrorist acts, earthquakes, and toxic mold, among others. Accordingly, we may not have enough insurance coverage against certain types of losses and may experience decreases in the insurance coverage available.
As of December 31, 2024, approximately 16%, 12%, 9%, 7%, 6%, 6%, and 5% of our total annualized base rent was derived from properties located in Texas, Florida, Ohio, Pennsylvania, Illinois , Arizona and Michigan , respectively.
As of December 31, 2025, approximately 17.0%, 10.9%, 8.0%, 7.4%, 6.5%, and 5.1% of our total annualized base rent was derived from properties located in Texas, Florida, Ohio, Arizona, Pennsylvania, and Illinois, respectively. As a result of this geographic concentration, we are particularly exposed to downturns in these states’ economies or other changes in local real estate market conditions.

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Item 1C. Cybersecurity

Cybersecurity — threats and controls disclosure

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Biggest changeThese efforts include a wide range of activities, including audits, assessments, tabletop exercises, threat modeling, vulnerability testing and other exercises focused on evaluating the effectiveness of the Company’s 37 Table of Contents cybersecurity measures and planning.
Biggest changeThe Company engages in the periodic assessment and testing of its policies, standards, processes and practices that are designed to address cybersecurity threats and incidents. These efforts include a wide range of activities, including audits, assessments, tabletop exercises, threat modeling, vulnerability testing and other exercises focused on evaluating the effectiveness of the Company’s cybersecurity measures and planning.
The Cybersecurity Policies also (i) provide indicators that Company employees should be aware of to recognize a cybersecurity event, (ii) outline the roles and responsibilities for Company employees and other third parties with respect to the Company’s cybersecurity incident response team (“CSIR Team”), (iii) set forth the steps to take in response to a cybersecurity incident, including 36 Table of Contents reporting the incident, investigating the incident, preserving non-affected systems and data, informing, as appropriate, Senior Management (as defined below), insurance carriers, law enforcement and other parties that may be affected by the incident and (iv) include the processes for maintaining business continuity. ​ The Company’s President and Chief Executive Officer, Chief Financial Officer and Treasurer, Chief Operating Officer and General Counsel and Secretary (“Senior Management”) are responsible for assessing and managing cybersecurity risks with the support of the entire CSIR Team, led by the Director of Operations/Risk Management.
The Cybersecurity Policies also (i) provide indicators that Company employees should be aware of to recognize a cybersecurity event, (ii) outline the roles and responsibilities for Company employees and other third parties with respect to the Company’s cybersecurity incident response team (“CSIR Team”), (iii) set forth the steps to take in response to a cybersecurity incident, including reporting the incident, investigating the incident, preserving non-affected systems and data, informing, as appropriate, Senior 34 Table of Contents Management (as defined below), insurance carriers, law enforcement and other parties that may be affected by the incident and (iv) include the processes for maintaining business continuity. ​ The Company’s President and Chief Executive Officer, Chief Financial Officer and Treasurer, Chief Operating Officer and General Counsel and Secretary (“Senior Management”) are responsible for assessing and managing cybersecurity risks with the support of the entire CSIR Team, led by the Director of Operations/Risk Management.
The Company regularly engages third parties to perform assessments on its cybersecurity measures, including information security materiality assessments and independent reviews of the Company’s information security control environment and operating effectiveness.
The Company regularly engages third parties to perform assessments on its cybersecurity 35 Table of Contents measures, including information security materiality assessments and independent reviews of the Company’s information security control environment and operating effectiveness.
Removed
The Company engages in the periodic assessment and testing of its policies, standards, processes and practices that are designed to address cybersecurity threats and incidents.

Item 3. Legal Proceedings

Legal Proceedings — active lawsuits and investigations

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Biggest changeThere can be no assurance that these matters that arise in the future, individually or in the aggregate, will not have a material adverse effect on our financial condition or results of operations in any future period. ​ ITEM 4. MINE SAFETY DISCLOSURES Not applicable. ​ PART II
Biggest changeWe are not currently a party, as plaintiff or defendant, to any legal proceedings which, individually or in the aggregate, we expect to have a material effect on our business, financial condition, or results of operations if determined adversely to us. ​ ITEM 4. MINE SAFETY DISCLOSURES Not applicable. ​ PART II
Removed
LEGAL PROCEEDINGS We are not involved in any pending legal proceeding or litigation, and, to the best of our knowledge, no governmental authority is contemplating any proceeding to which we are a party or to which any of our properties is subject, which would reasonably be likely to have a material adverse effect on our financial condition or results of operations.
Added
ITEM 3. LEGAL PROCEEDINGS From time to time, we are party to various lawsuits, claims and other legal proceedings that arise in the ordinary course of our business.
Removed
From time to time, we may become involved in litigation relating to claims arising out of our operations in the normal course of business.

Item 5. Market for Registrant's Common Equity

Market for Common Equity — stock, dividends, buybacks

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Biggest changeREIT Index because we believe that it is representative of the industry in which we compete and is relevant to an assessment of our performance. ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Period Ending Index 12/31/19 12/31/20 12/31/21 12/31/22 12/31/23 12/31/24 Global Medical REIT Inc. ​ $ 100.00 ​ $ 105.76 ​ $ 151.78 ​ $ 87.45 ​ $ 111.86 ​ $ 85.50 S&P 500 Index ​ $ 100.00 ​ $ 118.40 ​ $ 152.39 ​ $ 124.79 ​ $ 157.59 ​ $ 197.02 MSCI U.S.
Biggest changeREIT Index because we believe that it is representative of the industry in which we compete and is relevant to an assessment of our performance. ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Period Ending Index ​ ​ ​ 12/31/20 ​ ​ ​ 12/31/21 ​ ​ ​ 12/31/22 ​ ​ ​ 12/31/23 ​ ​ ​ 12/31/24 ​ ​ ​ 12/31/25 Chiron Real Estate Inc. ​ $ 100.00 ​ $ 143.51 ​ $ 82.71 ​ $ 105.93 ​ $ 81.04 ​ $ 77.73 S&P 500 Index ​ $ 100.00 ​ $ 128.71 ​ $ 105.40 ​ $ 133.10 ​ $ 166.40 ​ $ 196.16 MSCI U.S.
The declaration and payment of quarterly dividends remains subject to the review and approval of the Board, see “Risk Factors — Subject to certain requirements under Maryland law and REIT requirements, the Board has sole discretion to determine if we will pay distributions and the amount and frequency of such distributions, and past distribution amounts may not be indicative of future distribution amounts . ” 38 Table of Contents Performance Graph This performance graph shall not be deemed “soliciting material” or to be “filed” with the SEC for purposes of Section 18 of the Exchange Act, or otherwise subject to the liabilities under Section 18, and shall not be deemed to be incorporated by reference into any filing of Global Medical REIT Inc. under the Securities Act or the Exchange Act.
The declaration and payment of quarterly dividends remains subject to the review and approval of the Board, see “Risk Factors — Subject to certain requirements under Maryland law and REIT requirements, the Board has sole discretion to determine if we will pay distributions and the amount and frequency of such distributions, and past distribution amounts may not be indicative of future distribution amounts . ” 36 Table of Contents Performance Graph This performance graph shall not be deemed “soliciting material” or to be “filed” with the SEC for purposes of Section 18 of the Exchange Act, or otherwise subject to the liabilities under Section 18, and shall not be deemed to be incorporated by reference into any filing of Chiron Real Estate Inc. under the Securities Act or the Exchange Act.
The graph below compares the cumulative total return of our common stock, the S&P 500 Index, and the MSCI U.S. REIT Index from December 31, 2019 through December 31, 2024. The comparison assumes $100 was invested on December 31, 2019 in our common stock and in each of the foregoing indices and assumes reinvestment of dividends, as applicable.
The graph below compares the cumulative total return of our common stock, the S&P 500 Index, and the MSCI U.S. REIT Index from December 31, 2020 through December 31, 2025. The comparison assumes $100 was invested on December 31, 2020 in our common stock and in each of the foregoing indices and assumes reinvestment of dividends, as applicable.
A substantially greater number of holders of our common stock are “street name” or beneficial holders, whose shares of record are held by banks, brokers, and other financial institutions. As of December 31, 2024 and 2023, there were 66,871,228 and 65,564,943 outstanding shares of common stock, respectively.
A substantially greater number of holders of our common stock are “street name” or beneficial holders, whose shares of record are held by banks, brokers, and other financial institutions. As of December 31, 2025 and 2024, there were 13,234,830 and 13,374,245 outstanding shares of common stock, respectively.
MARKET FOR REGISTRANT’S COMMON EQUITY, RELATED STOCKHOLDER MATTERS AND ISSUER PURCHASES OF EQUITY SECURITIES Our common stock is quoted on the New York Stock Exchange under the ticker symbol “GMRE.” The Company declared and paid a dividend of $0.21 per share of common stock with respect to each quarter within the fiscal years ended December 31, 2024 and 2023.
MARKET FOR REGISTRANT’S COMMON EQUITY, RELATED STOCKHOLDER MATTERS AND ISSUER PURCHASES OF EQUITY SECURITIES Our common stock is quoted on the New York Stock Exchange under the ticker symbol “XRN.” During the fiscal year ended December 31, 2024, the Company declared and paid four quarterly cash dividends on its common stock of $1.05 per share, for total dividends of $4.20 per share for the year (on a split-adjusted basis).
REIT Index ​ $ 100.00 ​ $ 92.43 ​ $ 132.23 ​ $ 99.82 ​ $ 113.54 ​ $ 123.47 ​ As of February 26, 2025, there were 32 record holders, and 66,871,228 shares of common stock issued and outstanding.
REIT Index ​ $ 100.00 ​ $ 138.77 ​ $ 100.84 ​ $ 109.87 ​ $ 114.92 ​ $ 113.59 ​ As of February 20, 2026, there were 31 record holders, and 13,234,830 shares of common stock issued and outstanding.
Removed
Unregistered Sales of Equity Securities None. ​ 39 Table of Contents Issuer Purchases of Equity Securities None. ​ ITEM 6. [Reserved] ​
Added
During the fiscal year ended December 31, 2025, the Company declared and paid quarterly cash dividends of $1.05 per share for the quarter ended March 31, 2025 and $0.75 per share for each of the quarters ended June 30, 2025, September 30, 2025, and December 31, 2025, for total dividends of $3.30 per share for the year (on a split-adjusted basis).
Added
Outstanding share amounts as of December 31, 2024 are shown on a split-adjusted basis.
Added
Unregistered Sales of Equity Securities None. ​ 37 Table of Contents Issuer Purchases of Equity Securities The following table sets forth information with respect to repurchases made during the three months ended December 31, 2025. ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Period Covered ​ Total Number or Shares Purchased ​ ​ Average Price per Share ​ Total Number of Shares Purchased as Part of Publicly Announced Plans or Programs (1) ​ ​ Maximum Number (or Approximate Dollar Value) of Shares that May Yet be Purchased Under the Plans or Programs (1) October 1-31, 2025 ​ - ​ $ — ​ - ​ $ 50,000,000 November 1-30, 2025 ​ 600 ​ $ 29.97 ​ 600 ​ $ 49,982,019 December 1-31, 2025 ​ 175,034 ​ $ 34.29 ​ 175,034 ​ $ 44,000,004 ​ ​ 175,634 ​ ​ ​ ​ 175,634 ​ ​ ​ (1) On August 12, 2025, our Board of Directors approved the 2025 Share Repurchase Program under which we may acquire shares of our common stock in the open market, including through block purchases, through privately negotiated transactions or pursuant to any Rule 10b5-1 trading plan, in accordance with applicable securities laws, up to an aggregate purchase price of $50 million.
Added
Purchases of common stock under the 2025 Share Repurchase Program may be exercised at our discretion with the timing and number of shares repurchased depending on a variety of factors, including prevailing stock prices, general economic and market conditions and other considerations.
Added
The 2025 Share Repurchase Program does not have an expiration date but may be suspended or discontinued at any time. As of December 31, 2025, 175,634 shares have been repurchased under the 2025 Share Repurchase Program.
Added
Therefore, at December 31, 2025, $44 million of the Company’s common stock remained available for repurchase under the 2025 Share Repurchase Program. ​ ​ ITEM 6. [Reserved] ​

Item 7. Management's Discussion & Analysis

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

58 edited+47 added−44 removed26 unchanged
Biggest changeManagement believes that reporting AFFO in addition to FFO is a useful supplemental measure for the investment community to use when evaluating the operating performance of the Company on a comparative basis. 51 Table of Contents A reconciliation of FFO and AFFO for the years ended December 31, 2024, 2023, and 2022 is as follows: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Year Ended December 31, ​ 2024 2023 2022 ​ ​ (unaudited, in thousands except per share and unit amounts) Net income ​ $ 6,692 ​ $ 21,734 ​ $ 19,996 Less: Preferred stock dividends ​ (5,822) ​ (5,822) ​ (5,822) Depreciation and amortization expense ​ ​ 55,226 ​ ​ 58,007 ​ ​ 56,611 Gain on sale of investment properties ​ ​ (4,205) ​ ​ (15,560) ​ ​ (6,753) Impairment of investment property ​ ​ 1,696 ​ ​ — ​ ​ — Equity loss from unconsolidated joint venture ​ ​ 20 ​ ​ — ​ ​ — FFO attributable to common stockholders and noncontrolling interest ​ $ 53,607 ​ $ 58,359 ​ $ 64,032 Loss on extinguishment of debt ​ ​ — ​ ​ 868 ​ ​ — Amortization of above market leases, net ​ 1,171 ​ 1,052 ​ 1,027 Straight line deferred rental revenue ​ (2,091) ​ (2,636) ​ (4,251) Stock-based compensation expense ​ 5,102 ​ 4,242 ​ 4,681 Amortization of debt issuance costs and other ​ 2,243 ​ 2,376 ​ 2,201 Severance and transition related expense ​ ​ 3,176 ​ ​ — ​ ​ — Transaction expense ​ 155 ​ 44 ​ 354 AFFO attributable to common stockholders and noncontrolling interest ​ $ 63,363 ​ $ 64,305 ​ $ 68,044 ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Net income attributable to common stockholders per share – basic and diluted ​ $ 0.01 ​ $ 0.23 ​ $ 0.20 FFO attributable to common stockholders and noncontrolling interest per share and unit ​ $ 0.75 ​ $ 0.83 ​ $ 0.92 AFFO attributable to common stockholders and noncontrolling interest per share and unit ​ $ 0.89 ​ $ 0.91 ​ $ 0.98 ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Weighted Average Shares and Units Outstanding – basic and diluted ​ 71,320 ​ 70,378 ​ 69,662 ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Weighted Average Shares and Units Outstanding: ​ ​ ​ ​ ​ ​ ​ ​ ​ Weighted Average Common Shares ​ 65,936 ​ 65,550 ​ 65,462 Weighted Average OP Units ​ 2,244 ​ 2,077 ​ 1,669 Weighted Average LTIP Units ​ 3,140 ​ 2,751 ​ 2,531 Weighted Average Shares and Units Outstanding – basic and diluted ​ 71,320 ​ 70,378 ​ 69,662 ​ Earnings Before Interest, Taxes, Depreciation and Amortization for Real Estate (EBITDAre) and Adjusted EBITDAre The Company calculates EBITDA re in accordance with standards established by NAREIT and defines EBITDA re as net income or loss computed in accordance with GAAP plus depreciation and amortization, interest expense, gain or loss on the sale of investment properties, property impairment losses, and adjustments for unconsolidated partnerships and joint ventures , as applicable.
Biggest changeAll per share, per share and unit, and weighted average share and unit amounts have been adjusted to reflect the impact of the Reverse Stock Split. ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Year Ended December 31, ​ ​ ​ ​ 2025 ​ ​ ​ 2024 ​ ​ ​ 2023 ​ ​ (unaudited, in thousands except per share and unit amounts) Net (loss) income ​ $ (6,883) ​ $ 6,692 ​ $ 21,734 Less: Preferred stock dividends ​ (6,280) ​ (5,822) ​ (5,822) Depreciation and amortization expense ​ ​ 58,947 ​ ​ 55,226 ​ ​ 58,007 Depreciation and amortization expense from unconsolidated joint venture ​ ​ 268 ​ ​ 20 ​ ​ — Gain on sale of investment properties ​ ​ (1,487) ​ ​ (4,205) ​ ​ (15,560) Impairment of investment properties ​ ​ 13,014 ​ ​ 1,696 ​ ​ — FFO attributable to common stockholders and noncontrolling interest ​ $ 57,579 ​ $ 53,607 ​ $ 58,359 Loss on extinguishment of debt ​ ​ — ​ ​ — ​ ​ 868 Amortization of above market leases, net ​ 648 ​ 1,171 ​ 1,052 Straight line deferred rental revenue ​ (1,120) ​ (2,091) ​ (2,636) Stock-based compensation expense ​ 4,496 ​ 5,102 ​ 4,242 Amortization of debt issuance costs and other ​ 2,994 ​ 2,243 ​ 2,376 Severance and transition related expense ​ ​ 944 ​ ​ 3,176 ​ ​ — Reverse stock split expense ​ ​ 170 ​ ​ — ​ ​ — Other adjustments from unconsolidated joint venture ​ ​ 45 ​ ​ — ​ ​ — Transaction expense ​ ​ — ​ ​ 155 ​ ​ 44 Core FFO attributable to common stockholders and noncontrolling interest ​ $ 65,756 ​ $ 63,363 ​ $ 64,305 ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Net (loss) income attributable to common stockholders per share – basic and diluted ​ $ (0.91) ​ $ 0.06 ​ $ 1.13 FFO attributable to common stockholders and noncontrolling interest per share and unit ​ $ 3.97 ​ $ 3.76 ​ $ 4.15 Core FFO attributable to common stockholders and noncontrolling interest per share and unit ​ $ 4.53 ​ $ 4.44 ​ $ 4.57 ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Weighted Average Shares and Units Outstanding – basic and diluted ​ 14,512 ​ 14,264 ​ 14,075 ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Weighted Average Shares and Units Outstanding: ​ ​ ​ ​ ​ ​ ​ ​ ​ Weighted Average Common Shares ​ 13,379 ​ 13,187 ​ 13,110 Weighted Average OP Units ​ 447 ​ 449 ​ 415 Weighted Average LTIP Units ​ 686 ​ 628 ​ 550 Weighted Average Shares and Units Outstanding – basic and diluted ​ ​ 14,512 ​ ​ 14,264 ​ ​ 14,075 ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Core FFO attributable to common stockholders and noncontrolling interest ​ $ 65,756 ​ $ 63,363 ​ $ 64,305 Tenant improvements ​ ​ (4,249) ​ ​ (5,833) ​ ​ (3,538) Leasing commissions ​ ​ (2,203) ​ ​ (5,738) ​ ​ (1,264) Building capital ​ ​ (6,924) ​ ​ (7,612) ​ ​ (6,066) FAD attributable to common stockholders and noncontrolling interest ​ $ 52,380 ​ $ 44,180 ​ $ 53,437 ​ Earnings Before Interest, Taxes, Depreciation and Amortization for Real Estate (EBITDAre) and Adjusted EBITDAre The Company calculates EBITDA re in accordance with standards established by NAREIT and defines EBITDA re as net income or loss computed in accordance with GAAP plus depreciation and amortization, interest expense, gain or loss on the sale of investment properties, property impairment losses, and adjustments for unconsolidated partnerships and joint ventures to reflect EBITDAre on the same basis , as applicable.
We use considerable judgement in our estimates of cash flow projections, discount, capitalization and interest rates, fair market lease rates, carrying costs during hypothetical expected lease-up periods, and costs to execute similar leases. ​ While our methodology for purchase price allocations did not change during the year ended December 31, 2024, the real estate market is fluid and our assumptions are based on information currently available in the market at the time of acquisition.
We use considerable judgement in our estimates of cash flow projections, discount, capitalization and interest rates, fair market lease rates, carrying costs during hypothetical expected lease-up periods, and costs to execute similar leases. ​ While our methodology for purchase price allocations did not change during the year ended December 31, 2025, the real estate market is fluid, and our assumptions are based on information currently available in the market at the time of acquisition.
Significant increases or decreases in these key estimates, particularly with regards to cash flow projections and discount and capitalization rates, would result in a significantly lower or higher fair value allocated to acquired tangible and intangible assets and liabilities. ​ In the case of the fair value of buildings and fair value of land and certain other intangibles, our estimates of the values of these components will affect the amount of depreciation or amortization we record over the estimated useful life of the property acquired or the remaining lease term.
Significant 41 Table of Contents increases or decreases in these key estimates, particularly with regards to cash flow projections and discount and capitalization rates, would result in a significantly lower or higher fair value allocated to acquired tangible and intangible assets and liabilities. ​ In the case of the fair value of buildings and fair value of land and certain other intangibles, our estimates of the values of these components will affect the amount of depreciation or amortization we record over the estimated useful life of the property acquired or the remaining lease term.
Additionally, changes in economic and operating conditions, including changes in the financial condition of our tenants, and changes to our intent and ability 45 Table of Contents to hold the related asset, that occur subsequent to our impairment assessment could impact the assumptions used in that assessment and could result in future charges to earnings if assumptions regarding those investments differ from actual results. ​ Revenue Recognition Our operations primarily consist of rental revenue earned from tenants under leasing arrangements which provide for minimum rent and escalations.
Additionally, changes in economic and operating conditions, including changes in the financial condition of our tenants, and changes to our intent and ability to hold the related asset, that occur subsequent to our impairment assessment could impact the assumptions used in that assessment and could result in future charges to earnings if assumptions regarding those investments differ from actual results. ​ Revenue Recognition Our operations primarily consist of rental revenue earned from tenants under leasing arrangements which provide for minimum rent and escalations.
Management’s Discussion and Analysis of Financial Condition and Results of Operations in our Annual Report on Form 10-K for the year ended December 31, 2023, which was filed with the SEC on February 28, 2024.
Management’s Discussion and Analysis of Financial Condition and Results of Operations in our Annual Report on Form 10-K for the year ended December 31, 2024, which was filed with the SEC on February 28, 2025.
In addition, if we decide to redeem our preferred stock, we would have to pay the liquidation preference of $77.6 million plus accrued dividends, fees and expenses.
In addition, if we decide to redeem our Series A preferred stock, we would have to pay the liquidation preference of $77.6 million plus accrued dividends, fees and expenses.
These measures should not be considered as alternatives to net income, as indicators of the Company's financial performance, or as alternatives to cash flow from operating activities as measures of the Company's liquidity, nor are these measures necessarily indicative of sufficient cash flow to fund all of the Company's needs.
These measures should not be considered as 45 Table of Contents alternatives to net income, as indicators of the Company's financial performance, or as alternatives to cash flow from operating activities as measures of the Company's liquidity, nor are these measures necessarily indicative of sufficient cash flow to fund all of the Company's needs.
To provide a narrative explanation of our financial statements that enables investors to see the Company from management’s perspective; b. To enhance the overall financial disclosure and provide the context within which financial information should be analyzed; and c.
To provide a narrative explanation of our financial statements that enables investors to see the Company from management’s perspective; b. To enhance the overall financial disclosure and provide the context within which financial information should be analyzed; and 38 Table of Contents c.
Our long-term (beyond 12 months) liquidity requirements consist primarily of funds necessary to pay for acquisitions, capital and tenant improvements at our properties, scheduled debt maturities, general and administrative expenses, operating expenses, and distributions.
Our long-term (beyond 12 months) liquidity requirements consist primarily of funds necessary to pay for acquisitions, capital and tenant improvements at our properties, scheduled debt maturities, general and administrative expenses, operating expenses, common stock repurchases, and distributions.
In accordance with the National Association of Real Estate Investment Trusts’ (“NAREIT”) definition, FFO means net income or loss computed in accordance with GAAP before noncontrolling interests of holders of OP Units and LTIP Units, excluding gains (or losses) from sales of property and extraordinary items, property impairment losses, less preferred stock dividends, plus real estate-related depreciation and amortization (excluding amortization of debt issuance costs and the amortization of above and below market leases), and after adjustments for unconsolidated partnerships and joint ventures.
In accordance with the National Association of Real Estate Investment Trusts’ (“NAREIT”) definition, FFO means net income or loss computed in accordance with GAAP before noncontrolling interests of holders of OP Units and LTIP Units, excluding gains (or losses) from sales of property and extraordinary items, property impairment losses, less preferred stock dividends, plus real estate-related depreciation and amortization (excluding amortization of debt issuance costs and the amortization of above and below market leases), and after adjustments for unconsolidated partnerships and joint ventures calculated to reflect FFO on the same basis.
We believe the trend towards physician group consolidation will serve to strengthen the credit quality of our tenants if our tenants merge or are consolidated with larger health systems. 43 Table of Contents We believe the following trends may negatively impact our results of operations: ● Longer-Term Interest rates remain at elevated levels. During 2024 the U.S.
We believe the trend towards physician group consolidation will serve to strengthen the credit quality of our tenants if our tenants merge or are consolidated with larger health systems. We believe the following trends may negatively impact our results of operations: ● Longer-term interest rates remain at elevated levels. During 2025, the U.S.
If management’s assumptions regarding the collectability of lease-related receivables prove incorrect, we could experience decreases in rental revenue, including decreases in excess of any amounts initially recognized. ​ Consolidated Results of Operations For a discussion related to our results of operations for the year ended December 31, 2023 compared to the year ended December 31, 2022, refer to Part II, Item 7.
If management’s assumptions regarding 42 Table of Contents the collectability of lease-related receivables prove incorrect, we could experience decreases in rental revenue, including decreases in excess of any amounts initially recognized. ​ Consolidated Results of Operations For a discussion related to our results of operations for the year ended December 31, 2024 compared to the year ended December 31, 2023, refer to Part II, Item 7.
Included in these amounts were $19.4 million of recoverable property operating expenses incurred during the year ended December 31, 2024, compared to $19.5 million for the same period in 2023.
Included in these amounts were $21.8 million of recoverable property operating expenses incurred during the year ended December 31, 2025, compared to $19.4 million for the same period in 2024.
To provide information about the quality of, and potential variability of, our earnings and cash flow so that investors can ascertain the likelihood that past performance is indicative of future performance. Overview Global Medical REIT Inc.
To provide information about the quality of, and potential variability of, our earnings and cash flow so that investors can ascertain the likelihood that past performance is indicative of future performance. Overview Chiron Real Estate Inc.
The Company considers FFO and AFFO to be important supplemental measures of its operating performance and believes FFO is frequently used by securities analysts, investors, and other interested parties in the evaluation of REITs, many of which present FFO when reporting their results.
The Company considers FFO, Core FFO (formerly Adjusted Funds from Operations, or AFFO), and FAD to be important supplemental measures of its operating performance and believes FFO is frequently used by securities analysts, investors, and other interested parties in the evaluation of REITs, many of which present FFO when reporting their results.
For the Company these items include recurring acquisition and disposition costs, loss on the extinguishment of debt, recurring straight line deferred rental revenue, recurring stock-based compensation expense, recurring amortization of above and below market leases, recurring amortization of debt issuance costs, severance and transition related expense, and other items.
For the Company these items include recurring acquisition and disposition costs, loss on the extinguishment of debt, recurring straight line deferred rental revenue, recurring stock-based compensation expense, recurring amortization of above and below market leases, recurring amortization of debt issuance costs, severance and transition related expense, costs related to our reverse stock split, and other items related to unconsolidated partnerships and joint ventures.
Net Income Net income for the year ended December 31, 2024 was $6.7 million compared to $21.7 million for the same period in 2023, a decrease of $15.0 million. Assets and Liabilities As of December 31, 2024 and 2023, our principal assets consisted of investments in real estate, net, of $1.2 billion.
Net (Loss) Income Net loss for the year ended December 31, 2025 was $6.9 million compared to net income of $6.7 million for the same period in 2024, a decrease of $13.6 million. Assets and Liabilities As of December 31, 2025 and 2024, our principal assets consisted of investments in real estate, net, of $1.2 billion.
The price of healthcare services has been increasing, and, as a result, we believe that third-party payors, such as Medicare and commercial insurance companies, will continue to scrutinize and reduce the types of healthcare services eligible for, and the amounts of, reimbursement under their health insurance plans.
The price of healthcare services has been increasing, and, as a result, we believe that third-party payors, such as Medicare and commercial insurance companies, will continue to scrutinize and reduce the types of healthcare services eligible for, and the amounts of, reimbursement under their health insurance plans or increase the portion of premiums for which covered individuals are responsible.
In addition, our operating expenses included $5.7 million of non-recoverable property operating expenses from gross leases for the year ended December 31, 2024, compared to $5.9 million for the same period in 2023. ​ Depreciation Expense Depreciation expense for the year ended December 31, 2024 was $40.4 million, compared to $41.3 million for the same period in 2023, a decrease of $0.9 million.
In addition, our operating expenses included $6.3 million of non-recoverable property operating expenses from gross leases for the year ended December 31, 2025, compared to $5.7 million for the same period in 2024. ​ Depreciation Expense Depreciation expense for the year ended December 31, 2025 was $44.0 million, compared to $40.4 million for the same period in 2024, an increase of $3.6 million.
In 2025, we are contractually obligated to pay, or have capital commitments for, approximately (i) $37.5 million of principal and interest payments on our outstanding debt, and (ii) $0.7 million in ground and operating lease expenses.
Beyond 2026, we are contractually obligated to pay, or have capital commitments for, approximately (i) $765.9 million of principal and interest payments on our outstanding debt, and (ii) $30.7 million in ground and operating lease expenses.
Expenses General and Administrative General and administrative expenses for the year ended December 31, 2024 were $21.1 million, compared to $16.9 million for the same period in 2023, an increase of $4.2 million. The increase primarily resulted from $3.2 million that was expensed in 2024 related to cash severance costs owed to Mr.
Expenses General and Administrative General and administrative expenses for the year ended December 31, 2025 were $20.0 million, compared to $21.1 million for the same period in 2024, a decrease of $1.1 million. The decrease primarily resulted from $3.2 million that was expensed in 2024 related to cash severance costs owed to Mr.
(the “Company,” “us,” “we,” or “our”) is a Maryland corporation and internally managed REIT that acquires healthcare facilities and leases those facilities to physician groups and regional and national healthcare systems. We hold our facilities and conduct our operations through a Delaware limited partnership subsidiary, Global Medical REIT L.P. (the “Operating Partnership”).
(the “Company,” “us,” “we,” or “our”) is a Maryland corporation and internally managed REIT that primarily acquires healthcare facilities leased to physician groups and regional and national healthcare systems. We hold our facilities and conduct our operations through a Delaware limited partnership subsidiary, Chiron Real Estate LP (the “Operating Partnership”).
We believe this shift in patient preference from inpatient to outpatient facilities will benefit our tenants as most of our properties consist of outpatient facilities. ​ ● Physician practice group and hospital consolidation .
According to the American Hospital Association, patients are demanding more outpatient operations. We believe this shift in patient preference from inpatient to outpatient facilities will benefit our tenants as most of our properties consist of outpatient facilities. ​ ● Physician practice group and hospital consolidation .
Below is a discussion of accounting policies that we consider critical in that it may require complex judgment in its application or require estimates about matters that are inherently uncertain. 44 Table of Contents We consider our critical accounting estimates to be those used in the determination of the reported amounts and disclosure related to the following: ● Investment in Real Estate ● Impairment of Long-Lived Assets ● Revenue Recognition Investment in Real Estate All of our facility acquisitions for the years ended December 31, 2024 and 2023 were accounted for as asset acquisitions because substantially all of the fair value of the gross assets that we acquired were concentrated in a single asset or group of similar identifiable assets.
We consider our critical accounting estimates to be those used in the determination of the reported amounts and disclosure related to the following: ● Investment in Real Estate ● Impairment of Long-Lived Assets ● Revenue Recognition ​ Investment in Real Estate All our facility acquisitions for the years ended December 31, 2025 and 2024 were accounted for as asset acquisitions because substantially all of the fair value of the gross assets that we acquired were concentrated in a single asset or group of similar identifiable assets.
The Company defines Adjusted EBITDA re as EBITDA re plus loss on extinguishment of debt, non-cash stock compensation expense, non-cash intangible amortization related to above and below market leases, severance and transition related expense, transaction expense, and other normalizing items.
The Company defines Adjusted EBITDA re as EBITDA re plus loss on extinguishment of 47 Table of Contents debt, non-cash stock compensation expense, non-cash intangible amortization related to above and below market leases, severance and transition related expense, expenses related to our reverse stock split, transaction expense, adjustments related to our investments in unconsolidated joint ventures, and other normalizing items.
Gain on Sale of Investment Properties During the year ended December 31, 2024, we completed seven dispositions resulting in an aggregate gain of $4.2 million. During the year ended December 31, 2023, we completed three dispositions resulting in an aggregate gain of $15.6 million.
During the year ended December 31, 2024, we completed seven dispositions resulting in an aggregate gain of $4.2 million.
As of December 31, 2024, w e had nine interest rate swaps that are used to manage our interest rate risk. Five of our interest rate swaps related to Term Loan A with a combined notional value of $350 million that fix the SOFR component on Term Loan A through April 2026 at 1.36%.
Five of our interest rate swaps related to Term Loan A with a combined notional value of $350 million that fix the SOFR component on Term Loan A through April 2026 at 1.36%.
AFFO is a non-GAAP measure used by many investors and analysts to measure a real estate company’s operating performance by removing the effect of items that do not reflect ongoing property operations. Management calculates AFFO by modifying the NAREIT computation of FFO by adjusting it for certain cash and non-cash items and certain recurring and non-recurring items.
Core FFO (previously AFFO) is a non-GAAP measure used by many investors and analysts to measure a real estate company’s operating performance by removing the effect of items that do not reflect ongoing property operations.
We are subject to a number of financial covenants under the Credit Facility, including, among other things, the following as of the end of each fiscal quarter, (i) a maximum consolidated unsecured leverage ratio of less than 60%, (ii) a maximum consolidated secured leverage ratio of less than 30%, (iii) a maximum consolidated secured recourse leverage ratio of less than 10%, (iv) a minimum fixed charge coverage ratio of 1.50:1.00, (v) a minimum unsecured interest coverage ratio of 1.50:1.00, (vi) a maximum consolidated leverage ratio of less than 60%, and (vii) a minimum net worth of $573 million plus 75% of all net proceeds raised through equity offerings subsequent to March 31, 2022.
Interest rates on amounts outstanding under the Credit Facility equal the term SOFR. ​ The Operating Partnership is subject to a number of financial covenants under the Credit Facility, including, among other things, the following as of the end of each fiscal quarter, (i) a maximum consolidated unsecured leverage ratio of less than 60%, (ii) a maximum consolidated secured leverage ratio of less than 30%, (iii) a maximum consolidated secured recourse leverage ratio of less than 10%, (iv) a minimum fixed charge coverage ratio of 1.50:1.00, (v) a minimum unsecured interest coverage ratio of 1.50:1.00, (vi) a maximum consolidated leverage ratio of less than 60%, ( vii) a maximum cash investment in joint ventures of 10 % of total asset value and (viii) a minimum net worth of $595.6 million plus 75% of all net proceeds raised through equity offerings subsequent to June 30, 2025.
We expect to satisfy our short and long-term liquidity needs through various internal and external sources, including cash flow from operations, debt financing, sales of additional equity securities, the issuance of OP Units in connection with acquisitions of additional properties, proceeds from select property dispositions and recapitalization transactions.
We expect to satisfy our short and long-term liquidity needs through various internal and external sources, including cash flow from operations, debt financing, sales of additional equity securities, the issuance of OP Units in connection with acquisitions of additional properties, proceeds from select property dispositions and recapitalization transactions. 49 Table of Contents As of December 31, 2025, the Company had aggregate capital improvement commitments and obligations to improve, expand, and maintain the Company’s existing facilities of approximately $25.7 million.
We completed the acquisition of a 15-property portfolio and completed seven disposition transactions during the year ended December 31, 2024. Our liquid assets consisted primarily of cash and cash equivalents and restricted cash of $8.9 million and $6.7 million, as of December 31, 2024 and 2023, respectively.
We completed five acquisitions and seven dispositions during the year ended December 31, 2025. Our liquid assets consisted primarily of cash and cash equivalents and restricted cash of $11.9 million and $8.9 million, as of December 31, 2025 and 2024, respectively.
Our wholly owned subsidiary, Global Medical REIT GP LLC, is the sole general partner of our Operating Partnership and, as of December 31, 2024, we owned 92.6% of the outstanding common operating partnership units (“OP Units”) of our Operating Partnership, with an aggregate of 7.4% of the Operating Partnership owned by holders of long-term incentive plan units (“LTIP Units”) and third-party limited partners who contributed properties or services to the Operating Partnership in exchange for OP Units.
As of December 31, 2025, we owned 92.0% of the outstanding common operating partnership units (“OP Units”), with the remaining 8.0% owned by holders of long-term incentive plan units (“LTIP Units”) and third-party limited partners who contributed properties or services in exchange for OP Units.
Internal Sources of Liquidity ​ Our primary internal sources of liquidity include cash flow from operations and proceeds from select property dispositions and recapitalization transactions. ​ External Sources of Liquidity ​ Our primary external sources of liquidity include net proceeds received from equity issuances, including the issuance of OP Units in connection with acquisitions of additional properties, and debt financing, including borrowings under our Credit Facility and secured term loans. ​ Equity Issuances ​ In January 2024, the Company and the Operating Partnership implemented the 2024 ATM Program, pursuant to which we may offer and sell (including through forward sales), from time to time, shares of our common stock. ​ During the year ended December 31, 2024, we generated gross proceeds of $12.0 million through ATM equity issuances of 1.2 million shares of our common stock at an average offering price of $9.95 per share. 49 Table of Contents Debt Financing . ​ Credit Facility.
Our primary external sources of liquidity include net proceeds received from equity issuances, including the issuance of OP Units in connection with acquisitions of additional properties, and debt financing, including borrowings under our Credit Facility and secured term loans. ​ ATM Program ​ In January 2024, the Company and the Operating Partnership implemented a $300 million “at-the-market” equity offering program (the “2024 ATM Program”), pursuant to which we may offer and sell (including through forward sales), from time to time, shares of our common stock.
The increase in our cash and cash equivalents and restricted cash balances to $8.9 million as of December 31, 2024, compared to $6.7 million as of December 31, 2023, was primarily due to net cash provided by operating activities, net proceeds received from the sale of investment properties, net borrowings on our Credit Facility, and net proceeds received from ATM equity issuances, partially offset by funds used to acquire investment properties, the payment of dividends to our common and preferred stockholders and holders of OP Units and LTIP Units, funds used for capital expenditures on existing real estate investments and leasing commissions, the repayment of notes payable, and funds we invested in an unconsolidated joint venture. ​ The increase in our total liabilities to $700.6 million as of December 31, 2024 compared to $662.0 million as of December 31, 2023, was primarily the result of higher net borrowings outstanding on our Credit Facility, partially offset by a lower notes payable balance outstanding. 48 Table of Contents Liquidity and Capital Resources General Our short-term (up to 12 months) liquidity requirements include: ● Interest expense and scheduled principal payments on outstanding indebtedness; ● General and administrative expenses; ● Property operating expenses; ● Property acquisitions; ● Distributions on our common and preferred stock and OP Units and LTIP Units; and ● Capital and tenant improvements and leasing costs.
The increase in our cash and cash equivalents and restricted cash balances of $11.9 million as of December 31, 2025, compared to $8.9 million as of December 31, 2024, was primarily due to net borrowings on our Credit Facility, net proceeds received from the sale of shares of our Series B preferred stock, net proceeds received from the sale of investment properties, and net cash provided by operating activities, partially offset by funds used to acquire investment properties, the payment of dividends to common and preferred stockholders as well as holders of OP Units and LTIP Units, funds used to repurchase common stock, funds used to repay notes payable, and funds used for capital expenditures on existing real estate investments and leasing commissions. ​ The increase in our total liabilities to $712.4 million as of December 31, 2025 compared to $700.6 million as of December 31, 2024, was primarily the result of higher net borrowings outstanding on our Credit Facility, partially offset by a lower notes payable balance.
The weighted average maturity of our fixed debt was 1.9 years at December 31, 2024. ​ Cash Flow Information Net cash provided by operating activities for the year ended December 31, 2024 was $70.0 million, compared to $68.4 million for the same period in 2023.
Cash Flow Information Net cash provided by operating activities for the year ended December 31, 2025 was $73.6 million, compared to $70.0 million for the same period in 2024.
Our revenues are derived from the rental and operating expense reimbursement payments we receive from our tenants, and most of our leases are medium to long-term triple net leases with contractual rent escalation provisions. Our primary expenses are depreciation, interest, and general and administrative expenses.
On February 23, 2026, the Company changed its name from Global Medical REIT Inc. to Chiron Real Estate Inc. Our revenues are derived from the rental and operating expense reimbursement payments we receive from our tenants, and most of our leases are medium to long-term triple net leases with contractual rent escalation provisions.
Except in limited circumstances, our risk of loss is limited to our investment in the applicable joint venture. We have no other material off-balance sheet arrangements that we expect would materially affect our liquidity and capital resources. 50 Table of Contents Non-GAAP Financial Measures Management considers certain non-GAAP financial measures to be useful supplemental measures of the Company's operating performance.
The joint venture has mortgage debt of $17.6 million, of which our share is $2.2 million. Except in limited circumstances, our risk of loss is limited to our investment in the applicable joint venture. We have no other material off-balance sheet arrangements that we expect would materially affect our liquidity and capital resources. ​
We base estimates on the best information available to us at the time, our experience and on various other assumptions believed to be reasonable under the circumstances.
Critical Accounting Estimates The preparation of financial statements in conformity with GAAP requires our management to use judgment in the application of accounting policies, including making estimates and assumptions. We base estimates on the best information available to us at the time, our experience and on various other assumptions believed to be reasonable under the circumstances.
Management considers EBITDA re and Adjusted EBITDA re important measures because they provide additional information to allow management, investors, and our current and potential creditors to evaluate and compare our core operating results and our ability to service debt. 52 Table of Contents A reconciliation of net income to EBITDA re and Adjusted EBITDA re for the years ended December 31, 2024, 2023, and 2022 is as follows: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Year Ended December 31, ​ 2024 2023 2022 ​ (unaudited and in thousands) Net income $ 6,692 ​ $ 21,734 ​ $ 19,996 Interest expense 28,689 ​ 30,893 ​ 25,230 Depreciation and amortization expense ​ 55,359 ​ ​ 58,135 ​ ​ 56,723 Gain on sale of investment properties ​ (4,205) ​ ​ (15,560) ​ ​ (6,753) Impairment of investment property ​ 1,696 ​ ​ — ​ ​ — Equity loss from unconsolidated joint venture ​ 20 ​ ​ — ​ ​ — EBITDA re $ 88,251 ​ $ 95,202 ​ $ 95,196 Loss on extinguishment of debt ​ — ​ ​ 868 ​ ​ — Stock-based compensation expense 5,102 ​ 4,242 ​ 4,681 Amortization of above market leases, net 1,171 ​ 1,052 ​ 1,027 Severance and transition related expense ​ 3,176 ​ ​ — ​ ​ — Transaction expense 155 ​ 44 ​ 354 Adjusted EBITDA re $ 97,855 ​ $ 101,408 ​ $ 101,258 ​
A reconciliation of net income to EBITDA re and Adjusted EBITDA re for the years ended December 31, 2025, 2024, and 2023 is as follows: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Year Ended December 31, ​ 2025 ​ ​ ​ 2024 ​ 2023 ​ (unaudited and in thousands) Net (loss) income $ (6,883) ​ $ 6,692 ​ $ 21,734 Interest expense 31,754 ​ 28,689 ​ ​ 30,893 Depreciation and amortization expense ​ 59,042 ​ ​ 55,359 ​ ​ 58,135 Unconsolidated joint venture EBITDA re adjustments (1) ​ 424 ​ ​ 20 ​ ​ — Gain on sale of investment properties ​ (1,487) ​ ​ (4,205) ​ ​ (15,560) Impairment of investment properties ​ 13,014 ​ ​ 1,696 ​ ​ — EBITDA re $ 95,864 ​ $ 88,251 ​ $ 95,202 Stock-based compensation expense 4,496 ​ 5,102 ​ ​ 4,242 Amortization of above market leases, net 648 ​ 1,171 ​ ​ 1,052 Severance and transition related expense ​ 944 ​ ​ 3,176 ​ ​ — Reverse stock split expense ​ 170 ​ ​ — ​ ​ — Interest rate swap mark-to-market at unconsolidated joint venture ​ 49 ​ ​ — ​ ​ — Loss on extinguishment of debt ​ — ​ ​ — ​ ​ 868 Transaction expense ​ — ​ ​ 155 ​ ​ 44 Adjusted EBITDA re $ 102,171 ​ $ 97,855 ​ $ 101,408 (1) Includes joint venture interest, depreciation and amortization, and gain on sale of investment properties, if applicable, included in joint venture net income or loss. ​ NOI and Cash NOI The Company considers net operating income (“NOI”) to be an appropriate supplemental measure to net income because it helps both investors and management understand the core operations of our properties.
Off Balance Sheet Arrangements We own an interest in an unconsolidated joint venture as described in Note 2 – “Summary of Significant Accounting Policies” in the footnotes to the Consolidated Financial Statements. The joint venture has mortgage debt of $17.6 million, of which our share is $2.2 million.
Therefore, at December 31, 2025, $44 million of the Company’s common stock remained available for repurchase under the 2025 Share Repurchase Program. Off Balance Sheet Arrangements We own an interest in an unconsolidated joint venture as described in Note 2 – “Summary of Significant Accounting Policies” in the footnotes to the Consolidated Financial Statements.
During the 2024 year we used more funds to acquire investment properties, we received less net proceeds from the sale of investment properties, more funds were used for capital expenditures on existing real estate investments and leasing commissions, and we invested funds in an unconsolidated joint venture. ​ Net cash used in financing activities for the year ended December 31, 2024 was $21.9 million, compared to $143.8 million for the same period in 2023.
During the 2025 period, we received less net proceeds from the sale of investment properties compared to 2024. ​ Net cash used in financing activities for the year ended December 31, 2025 was $10.3 million, compared to $21.9 million for the same period in 2024.
Busch, and an increase in non-cash LTIP compensation expense, which was $5.1 million for the year ended December 31, 2024, compared to $4.2 million for the same period in 2023. Operating Expenses Operating expenses for the year ended December 31, 2024 were $29.3 million, compared with $28.1 million for the same period in 2023, an increase of $1.2 million.
Jeffery Busch, our former Chief Executive Officer, and a decrease in non-cash LTIP compensation expense, which was $4.5 million for the year ended December 31, 2025, compared to $5.1 million for the same period in 2024.
In accordance with the terms of the Company’s existing and proposed leases, capital improvement obligations in the next 12 months are expected to total approximately $12.9 million.
Many of these amounts are subject to contingencies that make it difficult to predict when they will be expended, if at all. In accordance with the terms of the Company’s existing and proposed leases, capital improvement obligations in the next 12 months are expected to total approximately $12.6 million.
We believe this segment of the U.S. population will utilize many of the services provided at our healthcare facilities such as orthopedics, cardiac, gastroenterology and rehabilitation. ​ ● A continuing shift towards outpatient care . According to the American Hospital Association, patients are demanding more outpatient operations.
Census Bureau estimates, the population age 65 and older grew by over a third during the past decade, and roughly 3.1% from 2023 to 2024. We believe this segment of the U.S. population will utilize many of the services provided at our healthcare facilities such as orthopedics, cardiac, gastroenterology and rehabilitation. ​ ● A continuing shift towards outpatient care .
Additionally, the weighted average interest rate and term of our debt was 3.75% and 2.0 years, respectively, at December 31, 2024. 47 Table of Contents Income Before Other Income (Expense) Income before other income (expense) for the year ended December 31, 2024 was $4.2 million, compared to $7.0 million for the same period in 2023, a decrease of $2.8 million.
Additionally, the weighted average interest rate and term of our debt was 3.74% and 4.1 years, respectively, at December 31, 2025, compared to 3.75% and 2.0 years, respectively, at December 31, 2024.
Funds from Operations and Adjusted Funds from Operations Funds from operations (“FFO”) and adjusted funds from operations (“AFFO”) are non-GAAP financial measures within the meaning of the rules of the SEC.
Funds from Operations, Core Funds from Operations (formerly Adjusted Funds from Operations), and Funds Available for Distribution Funds from operations attributable to common stockholders and noncontrolling interest (“FFO”), and core FFO attributable to common stockholders and noncontrolling interest (“Core FFO”) and funds available for distribution attributable to common stockholders and noncontrolling interest (“FAD”) are non-GAAP financial measures within the meaning of the rules of the SEC.
Amortization Expense Amortization expense for the year ended December 31, 2024 was $14.9 million, compared to $16.9 million for the same period in 2023, a decrease of $2.0 million.
Amortization Expense Amortization expense for the year ended December 31, 2025 was $15.0 million, compared to $14.9 million for the same period in 2024, an increase of $0.1 million. The increase primarily resulted from the net impact of acquisitions and dispositions during 2024 and 2025.
The weighted average interest rate of our debt for the year ended December 31, 2024 was 3.94% compared to 4.12% in 2023.
This increase was due to higher interest rates and net borrowings on the credit facility during the year ended December 31, 2025, compared to the same period in 2024. The weighted average interest rate of our debt for the year ended December 31, 2025 was 3.98% compared to 3.94% in 2024.
Four of our interest rate swaps related to Term Loan B with a combined notional value of $150 million that fix the SOFR component on Term Loan B through January 2028 at 2.54%. ​ Total Fixed Debt .
The remaining four of our interest rate swaps relate to our Term Loan B with a combined notional value of $150 million that fix the SOFR component on Term Loan B through January 2028 at 2.54%. ​ During the year ended December 31, 2025, we borrowed $138.3 million under our Credit Facility and repaid $111.7 million, for a net amount borrowed of $26.6 million.
Year Ended December 31, 2024 Compared to Year Ended December 31, 2023 ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Year Ended December 31, ​ ​ ​ ​ 2024 2023 $ Change ​ ​ (in thousands) ​ ​ ​ Revenue ​ ​ ​ ​ Rental revenue ​ $ 138,410 ​ $ 140,934 ​ $ (2,524) Other income ​ 370 ​ 115 ​ 255 Total revenue ​ 138,780 ​ 141,049 ​ (2,269) ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Expenses ​ ​ ​ ​ ​ ​ ​ ​ General and administrative ​ 21,123 ​ 16,853 ​ 4,270 Operating expenses ​ 29,251 ​ 28,082 ​ 1,169 Depreciation expense ​ 40,427 ​ 41,266 ​ (839) Amortization expense ​ 14,932 ​ 16,869 ​ (1,937) Interest expense ​ 28,689 ​ 30,893 ​ (2,204) Transaction expense ​ 155 ​ 44 ​ 111 Total expenses ​ 134,577 ​ 134,007 ​ 570 Income before other income (expense) ​ ​ 4,203 ​ ​ 7,042 ​ ​ (2,839) Gain on sale of investment properties ​ ​ 4,205 ​ ​ 15,560 ​ ​ (11,355) Impairment of investment property ​ ​ (1,696) ​ ​ — ​ ​ (1,696) Equity loss from unconsolidated joint venture ​ ​ (20) ​ ​ — ​ ​ (20) Loss on extinguishment of debt ​ ​ — ​ ​ (868) ​ ​ 868 Net income ​ $ 6,692 ​ $ 21,734 ​ $ (15,042) ​ 46 Table of Contents Revenue Total Revenue Total revenue for the year ended December 31, 2024 was $138.8 million, compared to $141.0 million for the same period in 2023, a decrease of $2.2 million.
Year Ended December 31, 2025 Compared to Year Ended December 31, 2024 ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Year Ended December 31, ​ ​ ​ ​ ​ ​ ​ 2025 ​ ​ ​ 2024 ​ ​ ​ $ Change ​ ​ (in thousands) ​ ​ ​ Revenue ​ ​ ​ ​ ​ ​ Rental revenue ​ $ 147,682 ​ $ 138,410 ​ $ 9,272 Other income ​ 526 ​ 370 ​ 156 Total revenue ​ 148,208 ​ 138,780 ​ 9,428 ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Expenses ​ ​ ​ ​ ​ ​ ​ ​ ​ General and administrative ​ 19,998 ​ 21,123 ​ (1,125) Operating expenses ​ 32,620 ​ 29,251 ​ 3,369 Depreciation expense ​ 44,025 ​ 40,427 ​ 3,598 Amortization expense ​ 15,017 ​ 14,932 ​ 85 Interest expense ​ ​ 31,754 ​ ​ 28,689 ​ ​ 3,065 Transaction expense ​ ​ — ​ ​ 155 ​ ​ (155) Total expenses ​ 143,414 ​ 134,577 ​ 8,837 Income before other income (expense) ​ ​ 4,794 ​ ​ 4,203 ​ ​ 591 Gain on sale of investment properties ​ ​ 1,487 ​ ​ 4,205 ​ ​ (2,718) Impairment of investment properties ​ ​ (13,014) ​ ​ (1,696) ​ ​ (11,318) Equity loss from unconsolidated joint venture ​ ​ (150) ​ ​ (20) ​ ​ (130) Net (loss) income ​ $ (6,883) ​ $ 6,692 ​ $ (13,575) ​ Revenue Total Revenue Total revenue for the year ended December 31, 2025 was $148.2 million, compared to $138.8 million for the same period in 2024, an increase of $9.4 million.
Interest Expense Interest expense for the year ended December 31, 2024 was $28.7 million, compared to $30.9 million for the same period in 2023, a decrease of $2.2 million. This decrease was due to lower interest rates and lower average borrowings during the year ended December 31, 2024, compared to the same period in 2023.
This was partially offset by a decrease in our existing portfolio due to fully amortized lease intangibles. Interest Expense Interest expense for the year ended December 31, 2025 was $31.8 million, compared to $28.7 million for the same period in 2024, an increase of $3.1 million.
During the 2024 year there was a lower aggregate gain on the sale of investment properties, an impairment loss on an investment property, increases in accounts payable and accrued expenses and other assets and liabilities, and an increase in non-cash LTIP compensation expense, partially offset by lower net income, lower non-cash depreciation and amortization expenses, and a higher tenant receivables balance. ​ Net cash used in investing activities for the year ended December 31, 2024 was $45.9 million, compared to net cash provided by investing activities of $67.6 million for the same period in 2023.
During the 2025 period, there was an increase in depreciation expense of $3.6 million. ​ Net cash used in investing activities for the year ended December 31, 2025 was $60.4 million, compared to $45.9 million for the same period in 2024.
If Prospect rejects any of its leases with us, we would have a general unsecured claim with respect to amounts owed under any rejected lease. Trends Which May Influence Our Results of Operations We believe the following trends may positively impact our results of operations: ● An aging population . According to the 2020 U.S.
Trends Which May Influence Our Results of Operations We believe the following trends may positively impact our results of operations: ● An aging population .
Completed Acquisitions During the year ended December 31, 2024 we completed the acquisition of a 15-property portfolio of outpatient medical real estate. In aggregate the portfolio had a purchase price of $80.3 million with 254,220 leasable square feet and annualized base rent of $6.4 million.
In aggregate the portfolio had a purchase price of $69.6 million with 486,598 leasable square feet and annualized base rent of $6.3 million. ​ During 2025, the Company completed seven dispositions that generated aggregate net proceeds of $23.0 million, resulting in an aggregate net gain of $1.5 million.
As of December 31, 2024, management believed it complied with all of the financial and non-financial covenants contained in the Credit Facility. Other Fixed Debt. We have $14.4 million in gross notes payable as of December 31, 2024, which is comprised of two instruments. Hedging Instruments.
As of December 31, 2025, management believed it complied with all of the financial and non-financial covenants contained in the Credit Facility. ​ As of December 31, 2025, we had 16 interest rate swaps (including forward-starting interest rate swaps) that are used to manage our interest rate risk.
In February 2025, we completed the acquisition of three properties in the five-property portfolio encompassing an aggregate of 188,874 leasable square feet for an aggregate purchase price of $31.5 million with aggregate annualized base rent of $2.8 million.
Our Properties As of December 31, 2025, we had gross investments of approximately $1.5 billion in real estate, consisting of 189 buildings with an aggregate of approximately 5.1 million leasable square feet and approximately $118.8 million of annualized base rent.
Within that decrease, $19.4 million in revenue was recognized from net lease expense recoveries during the year ended December 31, 2024, compared to $19.5 million for the same period in 2023.
The increase primarily resulted from the net impact of acquisitions and dispositions during 2024 and 2025. Within that increase, $2.4 million represents an increase in net lease expense recoveries in 2025 compared to 2024.
During the 2024 year, dividends paid to common and preferred stockholders as well as holders of OP Units and LTIP Units and the repayment of our notes payable were partially offset by net borrowings on our Credit Facility and net proceeds received from ATM equity issuances.
During the 2025 period, we had lower net borrowings on our Credit Facility and lower payment of dividends to common stockholders as well as holders of OP Units and LTIP Units. Non-GAAP Financial Measures Management considers certain non-GAAP financial measures to be useful supplemental measures of the Company's operating performance.
Removed
We finance our acquisitions with a mixture of debt and equity primarily from our cash from operations, borrowings under our Second Amended and Restated Credit Facility (the “Credit Facility”), and stock issuances. 40 Table of Contents 2024 Executive Summary The following tables summarize the primary changes in our business and operations during the years presented. ​ ​ ​ ​ ​ ​ ​ ​ ​ Year Ended December 31, ​ 2024 2023 ​ ​ (in thousands, except per share and unit amounts) Rental revenue ​ $ 138,410 ​ $ 140,934 Depreciation and amortization expense ​ $ 55,359 ​ $ 58,135 Interest expense ​ $ 28,689 ​ $ 30,893 General and administrative expense ​ $ 21,123 ​ $ 16,853 Gain on sale of investment properties ​ $ 4,205 ​ $ 15,560 ​ ​ ​ ​ ​ ​ ​ Net income attributable to common stockholders per share ​ $ 0.01 ​ $ 0.23 FFO attributable to common stockholders and noncontrolling interest per share and unit (1) ​ $ 0.75 ​ $ 0.83 AFFO attributable to common stockholders and noncontrolling interest per share and unit (1) ​ $ 0.89 ​ $ 0.91 Dividends per share of common stock ​ $ 0.84 ​ $ 0.84 ​ ​ ​ ​ ​ ​ ​ Weighted average common stock outstanding ​ 65,936 ​ 65,550 Weighted average OP Units outstanding ​ 2,244 ​ 2,077 Weighted average LTIP Units outstanding ​ 3,140 ​ 2,751 Total weighted average shares and units outstanding ​ 71,320 ​ 70,378 (1) See “—Non-GAAP Financial Measures,” for a description of our non-GAAP financial measures and a reconciliation of our non-GAAP financial measures. ​ ​ ​ ​ ​ ​ ​ ​ ​ As of ​ ​ December 31, ​ December 31, ​ 2024 2023 ​ ​ (dollars in thousands) Investment in real estate, gross ​ $ 1,450,916 ​ $ 1,426,969 ​ Total debt, net ​ $ 646,131 ​ $ 611,232 ​ Weighted average interest rate ​ 3.75 % 3.83 % Total equity (including noncontrolling interest) ​ $ 555,916 ​ $ 605,814 ​ Net leasable square feet ​ 4,756,108 ​ 4,748,626 ​ Our Properties As of December 31, 2024, our portfolio consisted of gross investment in real estate of $1.5 billion, with an aggregate of 4.8 million leasable square feet and an aggregate $110 million of annualized base rent.
Added
Note: On September 19, 2025, the Company completed a one-for-five reverse stock split of its outstanding shares of common stock, with a corresponding adjustment to the outstanding partnership units of the Operating Partnership (the “Reverse Stock Split”). Unless otherwise noted, all common share and unit amounts shown below are shown on a split-adjusted basis.
Removed
Properties Under Contract to Acquire and Acquisitions Completed Subsequent to December 31, 2024 In October 2024, we entered into a purchase agreement to acquire a five-property portfolio (the “five-property portfolio”) of medical real estate for an aggregate purchase price of $69.6 million.
Added
Our wholly owned subsidiary, Chiron Real Estate GP LLC, is the sole general partner of our Operating Partnership.
Removed
We expect to complete the acquisition of the remaining two properties in the five- 41 Table of Contents property portfolio, with an aggregate purchase price of $38.1 million, during the second quarter of 2025.
Added
Our primary expenses are depreciation, interest, and general and administrative expenses. We finance our acquisitions with a mixture of debt and equity primarily from our cash from operations, borrowings under our Third Amended and Restated Credit Facility (the “Credit Facility”), and stock issuances.
Removed
The Company’s obligation to close the acquisition of the remaining two properties in the five-property portfolio is subject to certain customary terms and conditions, including due diligence reviews.
Added
This data does not include amounts for properties held in our unconsolidated joint venture. 2025 Investment Activity ​ During 2025, the Company completed the acquisition of a five-property portfolio of medical real estate.
Removed
Accordingly, there is no assurance that we will close this acquisition on the terms described above, or at all. ​ Completed Property Dispositions ​ During the year ended December 31, 2024, we completed seven dispositions that generated aggregate gross proceeds of $60.7 million, resulting in an aggregate gain of $4.2 million.
Added
In addition, we recognized impairment losses on the sold assets of $13.0 million. ​ Preferred Stock Offering ​ On November 20, 2025, the Company sold 2,050,000 shares of its Series B Cumulative Redeemable Preferred Stock, $0.001 par value per share, with a liquidation preference of $25 per share, inclusive of 50,000 shares issued in connection with the underwriters’ exercise of their over-allotment option.
Removed
Of the $60.7 million of gross disposition proceeds in 2024, $35.2 million were related to the sale of two properties to a joint venture between us and Heitman (the “Joint Venture”), whereby Heitman maintains an 87.5% equity investment and we maintain a 12.5% equity investment in the Joint Venture. ​ Impairment of Investment Property ​ During the year ended December 31, 2024, we recognized an impairment loss of $1.7 million related to our Derby, Kansas facility. ​ Capital Raising Activity ​ In January 2024, the Company and the Operating Partnership implemented a $300 million “at-the-market” equity offering program, pursuant to which we may offer and sell (including through forward sales), from time to time, shares of our common stock (the “2024 ATM Program”). ​ During the year ended December 31, 2024, we generated gross proceeds of $12.0 million through ATM equity issuances of 1.2 million shares of our common stock at an average offering price of $9.95 per share.
Added
The Company may, at its option, redeem the Series B Preferred Stock for cash in whole or in part, from time to time, at any time on or after November 20, 2030, at a cash redemption price of $25 per share, plus accrued and unpaid dividends.
Removed
Debt Activity During the year ended December 31, 2024, we borrowed $143.8 million under our Credit Facility and repaid $99.6 million, for a net amount borrowed of $44.2 million.
Added
The Series B Preferred Stock generally has no voting rights, except for limited voting rights if the Company fails to pay dividends for six quarterly periods and on certain fundamental matters that may affect the preference or special rights of the Series B Preferred Stock. The issuance resulted in aggregate gross proceeds of $51.3 million.
Removed
As of December 31, 2024, the net outstanding Credit Facility balance was $631.7 million and as of February 26, 2025, we had unutilized borrowing capacity under the Credit Facility of $219.4 million. ​ Joint Venture In December 2024, we entered into the Joint Venture with Heitman, a real estate investment firm with over $48 billion of assets under management.
Added
After deducting underwriting discounts and advisory fees of $1.6 million, and expenses paid by the Company that were directly attributable to the offering of $0.5 million (which are both treated as a reduction of the “Preferred Stock” balance on the accompanying Consolidated Balance Sheets), the Company’s Series B Preferred Stock balance as of December 31, 2025 was $49.1 million.
Removed
Pursuant to the Joint Venture operating agreement, we maintain a 12.5% investment in the Joint Venture and also serve as its managing member and Heitman maintains an 87.5% investment. Most economic decisions related to the Joint Venture are determined by the majority vote of an executive committee that consists of three members representing Heitman and two members representing our Company.
Added
The net proceeds received from the transaction were primarily used to repay borrowings on the revolver component of the Credit Facility.
Removed
As the managing member, we source new investments for the Joint Venture, manage the day-to-day activities of the Joint Venture and its assets, earn fees as compensation for such services, and are entitled to reimbursement of certain expenses we incur in the performance of such services.
Added
Recent Developments Inaugural Active Adult Investment ​ On January 6, 2026, the Company entered into a joint venture with a developer to facilitate the development of a 132-unit, active adult residential community in a suburb of Minneapolis, Minnesota (the “Active Adult Joint Venture”).
Removed
Pursuant to the terms of the Joint Venture operating agreement, we have the right to purchase investment opportunities for the Company before offering such opportunities to the Joint Venture. ​ In connection with the formation of the Joint Venture, we sold two of our assets to the Joint Venture (the “Seed Portfolio”) receiving gross proceeds of $35.2 million.
Added
We invested $7.1 million for a 49% equity interest in the Active Adult Joint Venture, with the developer retaining a 51% interest. The Active Adult Joint Venture 39 Table of Contents entered into a construction loan with a principal balance of $31.0 million.

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Item 7A. Quantitative and Qualitative Disclosures About Market Risk

Market Risk — interest-rate, FX, commodity exposure

4 edited+0 added−0 removed5 unchanged
Biggest changeAt December 31, 2024, SOFR on our outstanding floating-rate borrowings was 4.34%. Assuming no increase in the amount of our variable interest rate debt, if SOFR increased 100 basis points, our cash flow would decrease by approximately $1.4 million annually.
Biggest changeOn December 31, 2025, SOFR on our outstanding floating-rate borrowings was 3.77%. Assuming no increase in the amount of our variable interest rate debt, if SOFR increased 100 basis points, our cash flow would decrease by approximately $1.6 million annually.
We will not enter into derivative transactions for speculative purposes. In addition to changes in interest rates, the value of our investments is subject to fluctuations based on changes in local and regional economic conditions and changes in the creditworthiness of tenants/operators and borrowers, which may affect our ability to refinance our debt if necessary. ​ 53 Table of Contents
We will not enter into derivative transactions for speculative purposes. In addition to changes in interest rates, the value of our investments is subject to fluctuations based on changes in local and regional economic conditions and changes in the creditworthiness of tenants/operators and borrowers, which may affect our ability to refinance our debt if necessary. ​ 51 Table of Contents
Assuming no increase in the amount of our variable rate debt, if SOFR were reduced 100 basis points, our cash flow would increase by approximately $1.4 million annually. As of December 31, 2023, our exposure to interest rate risk was not materially different from our exposure as of December 31, 2024.
Assuming no increase in the amount of our variable rate debt, if SOFR were reduced 100 basis points, our cash flow would increase by approximately $1.6 million annually. As of December 31, 2024, our exposure to interest rate risk was not materially different from our exposure as of December 31, 2025.
As of December 31, 2024, we had $136.6 million of unhedged borrowings outstanding under the Revolver (before the netting of unamortized debt issuance costs) that bears interest at a variable rate. See “Management’s Discussion and Analysis of Financial Condition and Results of Operation — Liquidity and Capital Resources” for a detailed discussion of our Credit Facility.
As of December 31, 2025, we had $163.2 million of unhedged borrowings outstanding under the Revolver (before the netting of unamortized debt issuance costs) that bears interest at a variable rate. See “Management’s Discussion and Analysis of Financial Condition and Results of Operation — Liquidity and Capital Resources” for a detailed discussion of our Credit Facility.

Other GMRE 10-K year-over-year comparisons