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What changed in Sabra Health Care REIT, Inc.'s 10-K — 2024 vs 2025

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Paragraph-level year-over-year comparison of Sabra Health Care 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.

+256 added−270 removedSource: 10-K (2026-02-12) vs 10-K (2025-02-19)

Top changes in Sabra Health Care REIT, Inc.'s 2025 10-K

256 paragraphs added · 270 removed · 219 edited across 8 sections

Item 1. Business

Business — how the company describes what it does

54 edited+4 added−9 removed75 unchanged
Biggest changeOther facilities include facilities other than those described above that are not classified as skilled nursing/transitional care, senior housing or behavioral health. 6 Geographic and Property Type Diversification The following tables display the geographic concentration by property type and by investment and the distribution of beds/units for our real estate held for investment as of December 31, 2024 and exclude our unconsolidated joint ventures which consist of 16 facilities and 1,256 units (pro rata) (dollars in thousands): Geographic Concentration — Property Type Location Skilled Nursing / Transitional Care Senior Housing - Leased Senior Housing - Managed Consolidated Behavioral Health Specialty Hospitals and Other Total % of Total Texas 33 3 7 — 13 56 15.4 % California 23 — 2 3 1 29 8.0 Kentucky 24 2 — 1 1 28 7.7 Indiana 14 4 3 2 — 23 6.3 Oregon 15 1 3 — — 19 5.2 North Carolina 13 — 2 — — 15 4.1 Washington 10 — 2 — — 12 3.3 Missouri 10 — 1 1 — 12 3.3 Massachusetts 11 — — — — 11 3.0 New York 9 — 1 — — 10 2.8 Other (29 states & Canada) 62 29 48 10 — 149 40.9 Total 224 39 69 17 15 364 100.0 % % of Total 61.5 % 10.7 % 19.0 % 4.7 % 4.1 % 100.0 % Distribution of Beds/Units Property Type Location Total Number of Properties Skilled Nursing / Transitional Care Senior Housing - Leased Senior Housing - Managed Consolidated Behavioral Health Specialty Hospitals and Other Total % of Total Texas 56 4,211 350 856 — 325 5,742 15.5 % Kentucky 28 2,598 270 — 60 40 2,968 8.0 Indiana 23 1,559 563 391 138 — 2,651 7.1 California 29 1,924 — 160 313 27 2,424 6.5 Oregon 19 1,520 215 162 — — 1,897 5.1 North Carolina 15 1,454 — 237 — — 1,691 4.6 New York 10 1,566 — 107 — — 1,673 4.5 Massachusetts 11 1,469 — — — — 1,469 4.0 Washington 12 1,123 — 165 — — 1,288 3.5 Virginia 10 894 — 246 — — 1,140 3.1 Other (29 states & Canada) 151 7,174 1,921 4,356 653 — 14,104 38.1 Total 364 25,492 3,319 6,680 1,164 392 37,047 100.0 % % of Total 68.8 % 9.0 % 18.0 % 3.1 % 1.1 % 100.0 % 7 Geographic Concentration — Investment (1) Property Type Location Total Number of Properties Skilled Nursing / Transitional Care Senior Housing - Leased Senior Housing - Managed Consolidated Behavioral Health Specialty Hospitals and Other Total % of Total Texas 56 $ 340,716 $ 27,335 $ 201,436 $ — $ 187,387 $ 756,874 13.5 % California 29 411,326 — 58,767 217,699 7,798 695,590 12.4 Indiana 23 196,831 119,498 110,197 12,156 — 438,682 7.8 Oregon 19 261,316 33,002 56,905 — — 351,223 6.2 Kentucky 28 244,506 58,991 — 9,373 30,313 343,183 6.1 New York 10 298,639 — 22,123 — — 320,762 5.7 North Carolina 15 125,549 — 74,165 — — 199,714 3.6 Washington 12 137,166 — 40,775 — — 177,941 3.2 Arizona 5 — 10,348 37,885 121,757 — 169,990 3.0 Delaware 6 108,208 — 46,982 — — 155,190 2.8 Other (29 states & Canada) (2) 161 802,092 259,412 825,032 117,333 — 2,003,869 35.7 Total 364 $ 2,926,349 $ 508,586 $ 1,474,267 $ 478,318 $ 225,498 $ 5,613,018 100.0 % % of Total 52.1 % 9.1 % 26.3 % 8.5 % 4.0 % 100.0 % (1) Represents the undepreciated book value of our real estate held for investment as of December 31, 2024.
Biggest changeOther facilities include facilities other than those described above that are not classified as skilled nursing/transitional care, senior housing or behavioral health. 6 Geographic and Property Type Diversification The following tables display the geographic concentration of our real estate held for investment as of December 31, 2025 by property type, beds/units (pro rata) and investment, and exclude our unconsolidated joint ventures which consist of 16 facilities and 1,256 units (pro rata) (dollars in thousands): Geographic Concentration — Property Type Location Skilled Nursing / Transitional Care Senior Housing - Leased Senior Housing - Managed Consolidated Behavioral Health Specialty Hospitals and Other Total % of Total Texas 33 3 7 — 13 56 15.6 % California 23 — 2 3 1 29 8.0 Kentucky 24 1 1 1 1 28 7.8 Indiana 14 2 5 2 — 23 6.4 Oregon 15 1 3 — — 19 5.3 North Carolina 13 — 2 — — 15 4.2 Missouri 10 — 2 1 — 13 3.6 Washington 10 — 2 — — 12 3.3 Michigan 1 5 5 — — 11 3.0 Virginia 6 — 4 — — 10 2.8 Other (30 states & Canada) 61 20 54 9 — 144 40.0 Total 210 32 87 16 15 360 100.0 % % of Total 58.3 % 8.9 % 24.2 % 4.4 % 4.2 % 100.0 % Distribution of Beds/Units Property Type Location Total Number of Properties Skilled Nursing / Transitional Care Senior Housing - Leased Senior Housing - Managed Consolidated Behavioral Health Specialty Hospitals and Other Total % of Total Texas 56 4,211 350 856 — 325 5,742 15.8 % Kentucky 28 2,572 130 142 60 40 2,944 8.1 Indiana 23 1,429 277 701 138 — 2,545 7.0 California 29 1,924 — 160 313 27 2,424 6.7 Oregon 19 1,520 215 162 — — 1,897 5.2 North Carolina 15 1,454 — 237 — — 1,691 4.6 New York 10 1,576 — 107 — — 1,683 4.6 Washington 12 1,123 — 165 — — 1,288 3.5 Missouri 13 763 — 311 82 — 1,156 3.2 Virginia 10 894 — 246 — — 1,140 3.1 Other (30 states & Canada) 145 6,071 1,696 5,590 545 — 13,902 38.2 Total 360 23,537 2,668 8,677 1,138 392 36,412 100.0 % % of Total 64.7 % 7.3 % 23.8 % 3.1 % 1.1 % 100.0 % 7 Geographic Concentration — Investment (1) Property Type Location Total Number of Properties Skilled Nursing / Transitional Care Senior Housing - Leased Senior Housing - Managed Consolidated Behavioral Health Specialty Hospitals and Other Total % of Total Texas 56 $ 340,386 $ 27,335 $ 206,601 $ — $ 187,387 $ 761,709 12.9 % California 29 411,843 — 59,213 217,699 7,798 696,553 11.8 Indiana 23 196,862 58,995 180,066 12,156 — 448,079 7.6 Oregon 19 261,316 33,002 53,380 — — 347,698 5.9 Kentucky 28 246,546 35,473 23,878 9,373 30,313 345,583 5.8 New York 10 298,545 — 22,145 — — 320,690 5.4 Ohio 6 13,447 — 195,757 — — 209,204 3.5 North Carolina 15 125,549 — 75,311 — — 200,860 3.4 Florida 9 — 27,274 148,571 5,744 — 181,589 3.1 Michigan 11 27,591 33,661 119,529 — — 180,781 3.1 Other (30 states and Canada) (2) 154 880,476 160,850 945,816 228,841 — 2,215,983 37.5 Total 360 $ 2,802,561 $ 376,590 $ 2,030,267 $ 473,813 $ 225,498 $ 5,908,729 100.0 % % of Total 47.4 % 6.4 % 34.4 % 8.0 % 3.8 % 100.0 % (1) Represents the undepreciated book value of our real estate held for investment as of December 31, 2025.
This focus on high acuity 4 patients in skilled nursing facilities has resulted in the typical senior housing resident requiring more assistance with activities for daily living, such as assistance with bathing, grooming, dressing, eating, and medication management; however, many older senior housing communities were not built to accommodate a resident who has more needs as well as increased mobility and cognitive issues than in the past.
This focus on high acuity patients in skilled nursing facilities has resulted in the typical senior housing resident requiring more assistance with activities for daily living, such as assistance with bathing, grooming, dressing, eating, and medication management; however, many older senior housing communities were not built to accommodate a resident who has more needs as well as increased mobility and cognitive issues than in the past.
We support volunteerism and organize opportunities for our teammates as a group to volunteer within the community. Various company events, including life event celebrations, dinners and other social outings, are held regularly throughout the year, as well as an annual all-teammate retreat. We believe that all of these activities increase job satisfaction and support collaboration and team bonding.
We support volunteerism and organize opportunities for our teammates as a group to volunteer within the community. Various company events, including life event celebrations, dinners and other social outings, are held regularly throughout the year, as well as an annual all-teammates retreat. We believe that all of these activities increase job satisfaction and support collaboration and team bonding.
A typical skilled nursing facility includes mostly one and two bed units, each equipped with a private or shared bathroom, therapy space, activity rooms and community dining facilities. Transitional care facilities/units. Transitional care facilities/units are licensed nursing facilities or distinct units within a licensed nursing facility that provide short term, intensive, high acuity nursing and medical services.
A typical skilled nursing facility includes mostly one and two bed units, each equipped with a private or shared bathroom, therapy space, activity rooms and community dining facilities. Transitional care facilities/units. Transitional care facilities/units are licensed nursing facilities or distinct units within a licensed nursing facility that provide short term, intensive, high acuity nursing and medical 5 services.
A key component of our development strategy related to loan originations and preferred equity investments is having the option to purchase the underlying real estate that is owned by our borrowers (and that 10 directly or indirectly secures our loan investments) or by the entity in which we have an investment.
A key component of our development strategy related to loan originations and preferred equity investments is having the option to purchase the underlying real estate that is owned by our borrowers (and that directly or indirectly secures our loan investments) or by the entity in which we have an investment.
These facilities tend to focus on delivering specialized treatment to patients with cardiac, neurological, pulmonary, orthopedic, and renal conditions. Length of service is typically 30 days or less with the majority of 5 patients returning to prior living arrangements and functional abilities.
These facilities tend to focus on delivering specialized treatment to patients with cardiac, neurological, pulmonary, orthopedic, and renal conditions. Length of service is typically 30 days or less with the majority of patients returning to prior living arrangements and functional abilities.
Challenging and appealing notices or allegations of noncompliance can require significant legal expenses and management attention. CMS and various states in which our tenants operate our facilities have established minimum staffing requirements or may establish minimum staffing requirements in the future. Failure to comply with such minimum staffing requirements may result in the imposition of fines or other sanctions.
Challenging and appealing notices or allegations of noncompliance can require significant legal expenses and management attention. 12 Various states in which our tenants operate our facilities have established minimum staffing requirements or may establish minimum staffing requirements in the future. Failure to comply with such minimum staffing requirements may result in the imposition of fines or other sanctions.
As of December 31, 2024, the leases had a weighted-average remaining term of seven years. The leases generally include provisions to extend the lease terms and other negotiated terms and conditions. We, through our subsidiaries, retain substantially all of the risks and benefits of ownership of the real estate assets leased to tenants.
As of December 31, 2025, the leases had a weighted-average remaining term of seven years. The leases generally include provisions to extend the lease terms and other negotiated terms and conditions. We, through our subsidiaries, retain substantially all of the risks and benefits of ownership of the real estate assets leased to tenants.
Our portfolio consisted of the following types of healthcare facilities as of December 31, 2024: • Skilled Nursing/Transitional Care Facilities Skilled nursing facilities. Skilled nursing facilities provide services that include daily nursing, therapeutic rehabilitation, social services, activities, housekeeping, nutrition, medication management and administrative services for individuals requiring certain assistance for activities in daily living.
Our portfolio consisted of the following types of healthcare facilities as of December 31, 2025: • Skilled Nursing/Transitional Care Facilities Skilled nursing facilities. Skilled nursing facilities provide services that include daily nursing, therapeutic rehabilitation, social services, activities, housekeeping, nutrition, medication management and administrative services for individuals requiring certain assistance for activities in daily living.
Our properties in any one state or province did not account for more than 16% of our total beds/units as of December 31, 2024. Our geographic diversification will limit the effect of a decline in any one regional market on our overall performance.
Our properties in any one state or province did not account for more than 16% of our total beds/units as of December 31, 2025. Our geographic diversification will limit the effect of a decline in any one regional market on our overall performance.
In addition to pursuing acquisitions with triple-net leases, we expect to continue to pursue other forms of investment, including investments in Senior Housing - Managed communities, mezzanine and secured debt investments, and joint ventures for senior housing and skilled nursing/transitional care facilities. 11 Human Capital Matters Experienced Management Team Our management team has extensive healthcare and real estate experience.
In addition to pursuing acquisitions with triple-net leases, we expect to continue to pursue other forms of investment, including investments in Senior Housing - Managed communities, mezzanine and secured debt investments, and joint ventures for senior housing and skilled nursing/transitional care facilities. Human Capital Matters Experienced Management Team Our management team has extensive healthcare and real estate experience. Richard K.
Richard K. Matros, Chief Executive Officer, President and Chair of Sabra, has more than 40 years of experience in the acquisition, development and disposition of healthcare assets, including nine years at Sun Healthcare Group, Inc.
Matros, Chief Executive Officer, President and Chair of Sabra, has more than 40 years of experience in the acquisition, development and disposition of healthcare assets, including nine years at Sun Healthcare Group, Inc.
As of December 31, 2024, our subsidiaries owned eight healthcare facilities (five senior housing communities and three skilled nursing/transitional care facilities) with mortgage loans that are guaranteed by HUD.
As of December 31, 2025, our subsidiaries owned eight healthcare facilities (five senior housing communities and three skilled nursing/transitional care facilities) with mortgage loans that are guaranteed by HUD.
We have filed a shelf registration statement with the SEC that expires in November 2025, which allows us to offer and sell shares of common stock, preferred stock, warrants, rights, units, and certain of our subsidiaries to offer and sell debt securities, through underwriters, dealers or agents or directly to purchasers, on a continuous or delayed basis, in amounts, at prices and on terms we determine at the time of the offering, subject to market conditions.
We have filed a shelf registration statement with the SEC that expires in August 2028, which allows us to offer and sell shares of common stock, preferred stock, warrants, rights, units, and certain of our subsidiaries to offer and sell debt securities, through underwriters, dealers or agents or directly to purchasers, on a continuous or delayed basis, in amounts, at prices and on terms we determine at the time of the offering, subject to market conditions.
Michael Costa, Chief Financial Officer, Secretary and Executive Vice President of Sabra, is a finance professional with more than 20 years of experience in commercial real estate finance and accounting.
Michael Costa, Chief Financial Officer, Treasurer and Executive Vice President of Sabra, is a finance professional with more than 20 years of experience in commercial real estate finance and accounting.
Through years of public company experience, our management team also has extensive experience accessing both debt and equity capital markets to fund growth and maintain a flexible capital structure. Teammates and Equal Opportunity As of December 31, 2024, we employed 50 full-time employees (our teammates), including our executive officers, none of whom is subject to a collective bargaining agreement.
Through years of public company experience, our management team also has extensive experience accessing both debt and equity capital markets to fund growth and maintain a flexible capital structure. Teammates and Equal Opportunity As of December 31, 2025, we employed 58 full-time employees (our teammates), including our executive officers, none of whom is subject to a collective bargaining agreement.
Significant Credit Concentrations For the year ended December 31, 2024, no tenant relationship represented 10% or more of our total revenues.
Significant Credit Concentrations For the year ended December 31, 2025, no tenant relationship represented 10% or more of our total revenues.
According to the 2023 National Survey on Drug Use and Health, addiction and mental illness are ongoing public health crises in the U.S. with approximately 54 million people classified as needing substance abuse treatment but more than 76% not receiving such treatment and approximately 15 million people identified with serious mental illness but almost 30% not receiving treatment, including inpatient or outpatient mental health services, prescription medication for a mental health issue or virtual (i.e., telehealth) services.
According to the 2024 National Survey on Drug Use and Health, addiction and mental illness are ongoing public health crises in the U.S. with approximately 53 million people classified as needing substance abuse treatment but more than 80% not receiving such treatment and approximately 15 million people identified with serious mental illness but almost 30% not receiving treatment, including inpatient or outpatient mental health services, prescription medication for a mental health issue or virtual (i.e., telehealth) services.
Develop New Investment Relationships We seek to cultivate our relationships with tenants and healthcare providers in order to expand the mix of tenants operating our properties and, in doing so, to reduce our dependence on any single tenant or operator. As of December 31, 2024, we had 60 relationships.
Develop New Investment Relationships We seek to cultivate our relationships with tenants and healthcare providers in order to expand the mix of tenants operating our properties and, in doing so, to reduce our dependence on any single tenant or operator. As of December 31, 2025, we had 61 relationships.
Competitive Strengths We believe the following competitive strengths contribute significantly to our success: Diverse Property Portfolio Our portfolio of 364 properties held for investment as of December 31, 2024 is broadly diversified by location across the U.S. and Canada.
Competitive Strengths We believe the following competitive strengths contribute significantly to our success: Diverse Property Portfolio Our portfolio of 360 properties held for investment as of December 31, 2025 is broadly diversified by location across the U.S. and Canada.
Senior Housing - Managed Structure As of December 31, 2024, our real estate properties held for investment included 69 Senior Housing - Managed communities operated by 11 third-party property managers pursuant to property management agreements. The Senior Housing - Managed structure gives us direct exposure to the risks and benefits of the operations of the communities.
Senior Housing - Managed Structure As of December 31, 2025, our real estate properties held for investment included 87 Senior Housing - Managed communities operated by third-party property managers pursuant to property management agreements. The Senior Housing - Managed structure gives us direct exposure to the risks and benefits of the operations of the communities.
These pipeline agreements, together with repeat transactions with other operators, help support our future growth potential by providing additional investment opportunities with lower acquisition costs than would be required for investments with new operators.
These arrangements, together 9 with repeat transactions with other operators, help support our future growth potential by providing additional investment opportunities with lower acquisition costs than would be required for investments with new operators.
Amendments to, repeal of or legal challenges to the Affordable Care Act and regulatory changes could impose further limitations on government payments to our tenants. See “Management’s Discussion and Analysis of Financial Condition and Results of Operations—Skilled Nursing Facility Reimbursement Rates” in Part II, Item 7 for additional information.
Amendments to, repeal of or legal challenges to existing legislation and regulatory changes could impose further limitations on government payments to our tenants. See “Management’s Discussion and Analysis of Financial Condition and Results of Operations—Skilled Nursing Facility Reimbursement Rates” in Part II, Item 7 for additional information.
We also expect to continue to enhance the strength of our investment portfolio by selectively disposing of or repositioning underperforming facilities or working with new or existing operators to transfer underperforming but promising properties to new or other existing operators.
We also expect to continue to enhance the strength of and diversify our investment portfolio by tenant and facility type by selectively disposing of or repositioning underperforming facilities or working with new or existing operators to transfer underperforming but promising properties to new or other existing operators.
Census Bureau, the number of Americans age 75 and older is projected to grow at a compounded annual growth rate of 10.1% between 2022 and 2035. Further, according to the Congressional Budget Office, life expectancy is expected to increase to 82.2 years in 2054 from 78.7 years in 2024.
Census Bureau, the number of Americans age 75 and older is projected to grow at a compounded annual growth rate of 10.1% between 2022 and 2035. Further, according to the Congressional Budget Office, life expectancy is expected to increase to 82.3 years in 2055 from 78.9 years in 2025.
As of December 31, 2024, our investment portfolio consisted of 364 real estate properties held for investment, 14 investments in loans receivable, five preferred equity investments and two investments in unconsolidated joint ventures. Of our 364 properties held for investment as of December 31, 2024, we owned fee title to 360 properties and title under ground leases for four properties.
As of December 31, 2025, our investment portfolio consisted of 360 real estate properties held for investment, 13 investments in loans receivable, four preferred equity investments and two investments in unconsolidated joint ventures. Of our 360 properties held for investment as of December 31, 2025, we owned fee title to 356 properties and title under ground leases for four properties.
(2) Investment balance in Canada is based on the exchange rate as of December 31, 2024 of 0.6958 per 1 CAD.
(2) Investment balance in Canada is based on the exchange rate as of December 31, 2025 of 0.7295 per 1 CAD.
As of December 31, 2024, women comprised 56% of our workforce and 64% of our management level/leadership roles. As of December 31, 2024, 34% of our teammates self-identified as being members of one or more ethnic minorities. We believe our ethnic diversity is higher than this reported percentage as another 14% of our teammates chose not to self-identify.
As of December 31, 2025, women comprised 55% of our workforce and 57% of our management level/leadership roles. As of December 31, 2025, 34% of our teammates self-identified as being members of one or more ethnic minorities. We believe our ethnic diversity is higher than this reported percentage as another 16% of our teammates chose not to self-identify.
According to the CMS National Health Expenditure Projections for 2023-2032, hospital care expenditures are projected to grow from approximately $1.5 trillion in 2023 to approximately $2.4 trillion in 2032, representing a compounded annual growth rate of 5.3%.
According to the CMS National Health Expenditure Projections for 2024-2033, hospital care expenditures are projected to grow from approximately $1.7 trillion in 2024 to approximately $2.7 trillion in 2033, representing a compounded annual growth rate of 5.5%.
The Credit Agreement (as defined below) also contains an accordion feature that can increase the total available borrowings to $2.75 billion (from U.S. $1.4 billion plus CAD $150.0 million), subject to terms and conditions.
The Credit Agreement and Term Loan Credit Agreement (each as defined below) each contain an accordion feature that can increase the total available borrowings to $2.75 billion (from U.S. $1.4 billion plus CAD $150.0 million) and to $1.0 billion (from $500.0 million), respectively, subject to terms and conditions.
In addition to pursuing acquisitions with triple-net leases, we expect to continue to pursue other forms of investment, including investments in Senior Housing - Managed communities, mezzanine and secured debt investments, and joint ventures for senior housing communities and skilled nursing/transitional care facilities.
We expect to continue to pursue acquisitions with triple-net leases, investments in Senior Housing - Managed communities, mezzanine and secured debt investments, and joint ventures for senior housing communities and skilled nursing/transitional care facilities.
While the factors described above indicate projected growth for our industry, increases in interest rates, labor shortages, inflation and volatility in public equity and fixed income markets have led to increased costs and, at times, limited the availability of capital.
While the factors described above indicate projected growth for our industry, increases in operating expenses, inflation and increased volatility in public equity and fixed income markets have led to increased costs and limited the availability of capital.
Long-Term, Triple-Net Lease Structure As of December 31, 2024, the substantial majority of our real estate properties held for investment (excluding 69 Senior Housing - Managed communities) were leased under triple-net operating leases with expirations ranging from less than one year to 19 years, pursuant to which the tenants are responsible for all facility maintenance, code compliance, insurance required in connection with the leased properties and the business conducted on the leased properties, taxes levied on or with respect to the leased properties and all utilities and other services necessary or appropriate for the leased properties and the business conducted on the leased properties.
Long-Term, Triple-Net Lease Structure As of December 31, 2025, our real estate properties held for investment included 273 facilities leased under triple-net operating leases with expirations ranging from less than one year to 18 years, pursuant to which the tenants are responsible for all facility maintenance, code compliance, insurance required in connection with the leased properties and the business conducted on the leased properties, taxes levied on or with respect to the leased properties and all utilities and other services necessary or appropriate for the leased properties and the business conducted on the leased properties.
Most of our skilled nursing/transitional care facilities and mental health facilities are certified or approved as providers under the Medicare and Medicaid programs. Some of our assisted living facilities are certified or approved as providers under various state Medicaid and/or Medicaid waiver programs.
Most of our tenants’ skilled nursing/transitional care, assisted living and mental health facilities are licensed under applicable state law. Most of our skilled nursing/transitional care facilities and mental health facilities are certified or approved as providers under the Medicare and Medicaid programs.
Some of our competitors are significantly larger and have greater financial resources and lower costs of capital than we do. Increased competition makes it more challenging to identify and successfully capitalize on acquisition opportunities that meet our investment objectives.
Some of our competitors have different investment objectives - particularly those who are not solely real estate buyers - and/or are significantly larger and have greater financial resources and lower costs of capital than we do. Increased competition makes it more challenging to identify and successfully capitalize on acquisition opportunities that meet our investment objectives.
According to the National Health Expenditure Projections for 2023-2032 published by the Centers for Medicare & Medicaid Services (“CMS”), nursing home expenditures are projected to grow from approximately $209 billion in 2023 to approximately $337 billion in 2032, representing a compounded annual growth rate of 5.4%.
According to the National Health Expenditure Projections for 2024-2033 published by the Centers for 4 Medicare & Medicaid Services (“CMS”), nursing home expenditures are projected to grow from approximately $229 billion in 2024 to approximately $386 billion in 2033, representing a compounded annual growth rate of 6.0%.
We have and expect to continue to opportunistically acquire other types of healthcare real estate, originate financing secured directly or indirectly by healthcare facilities and invest in the development of senior housing communities and skilled nursing/transitional care facilities.
We have and expect to continue to opportunistically acquire other types of healthcare real estate, originate financing secured directly or indirectly by healthcare facilities and invest in the development of senior housing communities and skilled nursing/transitional care facilities. We also expect to expand our portfolio through the development of purpose-built healthcare facilities through arrangements with select developers.
These opportunities may involve replacing, renovating or expanding facilities in our portfolio that may have become less competitive and new development opportunities that present attractive risk-adjusted returns.
We further expect to work with existing operators to identify strategic development opportunities. These opportunities may involve replacing, renovating or expanding facilities in our portfolio that may have become less competitive and new development opportunities that present attractive risk-adjusted returns.
As of December 31, 2024, we had approximately $980.0 million in liquidity, consisting of unrestricted cash and cash equivalents of $60.5 million, available borrowings under our Revolving Credit Facility (as defined below) of $893.4 million and $26.1 million related to shares outstanding under forward sale agreements under our ATM Program (as defined below).
As of December 31, 2025, we had approximately $1.2 billion in liquidity, consisting of unrestricted cash and cash equivalents of $71.5 million, available borrowings under our Revolving Credit Facility of $782.4 million and an aggregate $322.7 million related to shares outstanding under forward sale agreements under our Prior ATM Program and ATM Program (each as defined below).
This proprietary development pipeline strategy allows us to diversify our revenue streams and build relationships with operators and developers, and provides us with the option to add new properties to our existing real estate portfolio if we determine that those properties enhance our investment portfolio and stockholder value at the time the options are exercisable.
This strategy allows us to diversify our revenue streams and build relationships with operators and developers, and provides us with the option to add new properties to our existing real estate portfolio if we determine that those properties enhance our investment portfolio and stockholder value at the time the options are exercisable. 10 Maintain Balance Sheet Strength and Liquidity We seek to maintain a capital structure that provides the resources and flexibility to support the growth of our business.
If a facility is decertified as a Medicare or Medicaid provider by CMS or a state, the facility will not thereafter be reimbursed for caring for residents that are covered by Medicare and Medicaid, and the facility would be forced to care for such residents without being reimbursed or to transfer such residents. 12 Most of our tenants’ skilled nursing/transitional care, assisted living and mental health facilities are licensed under applicable state law.
If a facility is decertified as a Medicare or Medicaid provider by CMS or a state, the facility will not thereafter be reimbursed for caring for residents that are covered by Medicare and Medicaid, and the facility would be forced to care for such residents without being reimbursed or to transfer such residents.
Loans Receivable and Other Investments As of December 31, 2024 and 2023, our loans receivable and other investments consisted of the following (dollars in thousands): December 31, 2024 Investment Quantity as of December 31, 2024 Property Type Principal Balance as of December 31, 2024 (1) Book Value as of December 31, 2024 Book Value as of December 31, 2023 Weighted Average Contractual Interest Rate / Rate of Return Weighted Average Annualized Effective Interest Rate / Rate of Return Maturity Date as of December 31, 2024 Loans Receivable: Mortgage 3 Behavioral Health / Skilled Nursing $ 335,600 $ 335,600 $ 319,000 7.7 % 7.7 % 11/01/26 - 06/01/29 Other 11 Multiple 55,410 51,962 50,440 7.9 % 7.5 % 05/01/25 - 08/31/33 14 391,010 387,562 369,440 7.8 % 7.7 % Allowance for loan losses — (6,094) (6,665) $ 391,010 $ 381,468 $ 362,775 Other Investments: Preferred Equity 5 Skilled Nursing / Senior Housing 60,915 61,116 57,849 11.0 % 11.0 % N/A Total 19 $ 451,925 $ 442,584 $ 420,624 8.2 % 8.2 % (1) Principal balance includes amounts funded and accrued unpaid interest / preferred return and excludes capitalizable fees.
Loans Receivable and Other Investments As of December 31, 2025 and 2024, our loans receivable and other investments consisted of the following (dollars in thousands): December 31, 2025 Investment Quantity as of December 31, 2025 Property Type Principal Balance as of December 31, 2025 (1) Book Value as of December 31, 2025 Book Value as of December 31, 2024 Weighted Average Contractual Interest Rate / Rate of Return Weighted Average Annualized Effective Interest Rate / Rate of Return Maturity Date Loans Receivable: Mortgage 3 Behavioral Health / Skilled Nursing $ 335,600 $ 335,600 $ 335,600 7.7 % 7.7 % 11/01/26 - 06/01/29 Other 10 Multiple 41,649 38,194 51,962 7.4 % 6.9 % 02/28/26 - 08/31/33 13 377,249 373,794 387,562 7.7 % 7.6 % Allowance for loan losses — (5,047) (6,094) $ 377,249 $ 368,747 $ 381,468 Other Investments: Preferred Equity 4 Skilled Nursing / Senior Housing 65,171 65,353 61,116 11.0 % 11.0 % N/A Total 17 $ 442,420 $ 434,100 $ 442,584 8.2 % 8.1 % (1) Principal balance includes amounts funded and accrued unpaid interest / preferred return and excludes capitalizable fees.
This extensive network has been built by our management team through more than 100 years of combined operating experience, involvement in industry trade organizations and the development of banking relationships and investor relations within the skilled nursing and senior housing industries.
This extensive network has been built by our management team through operating experience, involvement in industry trade organizations and the development of banking relationships and investor relations within the skilled nursing and senior housing industries. We believe these strong relationships with operators help us to source investment opportunities.
We expect to grow our portfolio primarily through the acquisition of assisted living, independent living and memory care communities in the U.S. and Canada and through the acquisition of skilled nursing/transitional care facilities in the U.S.
The key components of our business strategies include: Diversify Asset Portfolio We expect to grow our investment portfolio while diversifying our portfolio by tenant, facility type and geography within the healthcare sector, primarily through the acquisition of assisted living, independent living and memory care communities in the U.S. and Canada and through the acquisition of skilled nursing/transitional care facilities in the U.S.
We believe these strong relationships with operators help us to source investment opportunities. 9 Our relationships with operators include pipeline agreements that we have entered into with certain operators that provide for the acquisition of, and interim capital commitments for, various healthcare facilities.
Our relationships with operators include arrangements that we enter into from time to time with certain operators that provide for the acquisition of, and interim capital commitments for, various healthcare facilities.
Similarly, the operators of our specialty hospitals must meet the applicable conditions of participation established by the U.S. Department of Health and Human Services and comply with state and local laws and regulations in order to receive Medicare and Medicaid reimbursement.
Department of Health and Human Services and comply with state and local laws and regulations in order to receive Medicare and Medicaid reimbursement.
Talya Nevo-Hacohen, Chief Investment Officer, Treasurer and Executive Vice President of Sabra, is a real estate finance executive with more than 25 years of experience in real estate finance, acquisition and development, including three years of experience managing and implementing the capital markets strategy of an S&P 500 healthcare REIT.
Darrin Smith, Chief Investment Officer, Secretary and Executive Vice President of Sabra, is a real estate finance executive with more than 30 years of experience in real estate acquisitions and portfolio management, including 11 nine years at an S&P 500 healthcare REIT.
We provide leadership coaching and training opportunities for management-level teammates to achieve professional goals and for ongoing development for future needs. In addition, our teammates’ development efforts are focused and aligned with our business goals. We also connect our teammates with our accomplished board of directors through quarterly board of directors dinner events.
Our performance management strategy reviews evolving roles to address current and future business needs. This includes upward feedback on managers to ensure comprehensive development. We invest in leadership coaching and training, aligning development efforts with business goals. We also connect our teammates with our accomplished board of directors through quarterly board of directors dinner events.
These factors, together with the impact of COVID-19, have resulted in decreased occupancy and increased operating costs for our tenants and borrowers, which have negatively impacted their operating results. We compete for real property investments with other REITs, investment companies, private equity and hedge fund investors, sovereign funds, healthcare operators, lenders and other investors.
We compete for real property investments with other REITs, investment companies, private equity and hedge fund investors, sovereign funds, healthcare operators, lenders and other investors.
We also provide opportunities and team activities that create a sense of belonging and emotional well-being, which we know positively impact retention and engagement. Company-wide internal surveys are used to gauge levels of engagement and satisfaction, and 98% of participants in our most recent survey would recommend Sabra as a great place to work.
We provide the necessary support and tools for success and encourage team activities that positively impact retention, promote engagement, and create a sense of belonging and emotional well-being. Company-wide surveys measure engagement and satisfaction with over 90% of participants reporting that they are proud to work for Sabra.
We create a competitive advantage as an employer of choice by reinforcing our value of work-life balance, resulting in increased engagement and retention. All teammates receive competitive salaries and attractive benefits. We take a holistic approach and are focused on empowering teammates by providing a positive and supportive work environment. We invest in our teammates’ well-being through high-quality benefits.
We recognize that attracting and retaining talent at all levels is vital to our continued success and do so by reinforcing work-life balance, resulting in increased engagement and retention. Our teammates receive competitive salaries and attractive benefits. We empower teammates by providing a positive and supportive work environment.
By focusing on the team’s output and deliverables, we establish a clear direction with purpose-driven motivation while building autonomy and trust through output-focused expectations. We create added value and engagement by providing the support and tools our teammates need to be successful in their roles.
We ensure that teammates feel valued and are committed to achieving goals by focusing on the team’s growth and development as well as output and deliverables. This approach establishes a clear direction with purpose-driven motivation while building autonomy and trust.
Changes to reimbursement or methods of payment from Medicare and Medicaid could result in a substantial reduction in our tenants’ revenues.
Changes to reimbursement or methods of payment from Medicare and Medicaid could result in a substantial reduction in our tenants’ revenues. On April 22, 2024, CMS issued a final rule that (i) established minimum nurse staffing requirements for long-term care facilities (the “Minimum Staffing Standards”) and (ii) required facilities to meet new facility assessment requirements (the “Assessment Requirements”).
We believe that an inclusive and diverse workforce is essential to our continued success. We continuously aim to provide a fair, transparent and safe work environment, fostering a culture that promotes engagement and inclusion for all teammates. We recognize that attracting and retaining talent at all levels is vital to our continued success.
We believe that an inclusive and diverse workforce is essential to sustainability and our success. Through our established culture of trust, teammates feel safe to share information critical for maintaining an engaged, collaborative and positive work environment.
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The key components of our business strategies include: Diversify Asset Portfolio We expect to grow our investment portfolio while diversifying our portfolio by tenant, facility type and geography within the healthcare sector. We plan to achieve these objectives primarily through making investments directly or indirectly in healthcare real estate, including the development of purpose-built healthcare facilities with select developers.
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We expect the nursing home and senior housing industries to benefit from this projected demand growth combined with a favorable supply backdrop as skilled nursing and transitional care capacity has been declining and new senior housing construction has slowed down over the past five years.
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We also intend to achieve our objective of diversifying our portfolio by tenant and facility type through select asset sales and other arrangements with our tenants.
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We promote a sustainable work-life balance and invest in our teammates’ well-being through high-quality benefits and a hybrid work model supported by a strong information technology (“IT”) infrastructure. We cultivate a collaborative culture and workplace that inspire and drive employee engagement.
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We also expect to expand our portfolio through the development of purpose-built healthcare facilities through pipeline agreements and other arrangements with select developers. We further expect to work with existing operators to identify strategic development opportunities.
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Some of our assisted living facilities are certified or approved as providers under various state Medicaid and/or Medicaid waiver programs. Similarly, the operators of our specialty hospitals must meet the applicable conditions of participation established by the U.S.
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Maintain Balance Sheet Strength and Liquidity We seek to maintain a capital structure that provides the resources and flexibility to support the growth of our business.
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The Minimum Staffing Standards were repealed by CMS, effective February 2, 2026, through an interim final rule issued on December 2, 2025. The compliance deadline for the Assessment Requirements was August 8, 2024 and they remain in effect. Future Presidential and Congressional elections in the U.S. could result in further changes.
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Furthermore, we offer a hybrid work model supported by a cybersecurity-focused information technology (“IT”) team to enable our flexible and productive working arrangements. We foster a collaborative culture and workplace that motivate and drive engagement. It is important to us that teammates feel valued and are committed to achieving goals.
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To plan for the future, our performance management strategy proactively reviews evolving roles to address the current and future needs of our business as part of our talent pipeline development strategy. We invest in our teammates’ development so that we have the right people with the right skills at the right time.
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Various healthcare reform measures became law upon the enactment of the Patient Protection and Affordable Care Act of 2010 (the “Affordable Care Act”) and the Tax Cuts and Jobs Act (the “2017 Tax Act”), which amends certain provisions of the Affordable Care Act.
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Further, effective January 16, 2024, Medicare and Medicaid nursing facilities are required to comply with new disclosure requirements relating to the facility’s ownership, management, and the owners of real property lessors upon initial enrollment and revalidation with CMS.
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This new disclosure requirement involves reporting extensive information and may complicate our tenants’ and operators’ efforts to comply with Medicare and Medicaid requirements. Future Presidential and Congressional elections in the U.S. could result in further changes.

Item 1A. Risk Factors

Risk Factors — what could go wrong, per management

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Biggest changeAdditionally, in the event that we have to declare dividends in-kind in order to satisfy the REIT annual distribution requirement, a holder of our common stock will be required to report dividend income as a result of such distributions even though we distributed no cash or only nominal amounts of cash to such stockholder. 25 We could fail to qualify as a REIT if income we receive is not treated as qualifying income, including as a result of one or more of the lease agreements we have entered into or assumed not being characterized as true leases for U.S. federal income tax purposes, which would subject us to U.S. federal income tax at corporate tax rates.
Biggest changeWe could fail to qualify as a REIT if income we receive is not treated as qualifying income, including as a result of one or more of the lease agreements we have entered into or assumed not being characterized as true leases for U.S. federal income tax purposes, which would subject us to U.S. federal income tax at corporate tax rates.
Our investments in unconsolidated joint ventures involve risks not present with respect to our wholly owned properties, including the following: • We may be unable to take specific major actions, or such actions may be delayed, if the counterparties to the joint ventures disagree with such action, due to arrangements that require us to share decision-making authority over major decisions affecting the ownership or operation of the joint ventures and any property owned by the joint ventures such as the sale or financing of the property or the making of additional capital contributions for the benefit of the property; • The counterparties to the joint ventures may take actions with which we disagree; 16 • Our ability to sell or transfer our interest in the joint ventures on advantageous terms when we so desire may be limited or restricted under the terms of our agreements with the counterparties in the joint ventures; • We may be required to contribute additional capital if the counterparties in the joint ventures fail to fund their share of required capital contributions; • Our equity interest in the joint ventures will be adversely impacted if the joint ventures are not able to maintain compliance with the terms of the agreements underlying their indebtedness; • The counterparties to the joint ventures might have economic or other business interests or goals that are inconsistent with our business interests or goals, including with respect to the timing, terms and strategies for investment, which could increase the likelihood of disputes regarding the ownership, management or disposition of the properties owned by the joint ventures; • Disagreements with the counterparties to the joint ventures could result in litigation or arbitration that increases our expenses, distracts our officers and directors, and disrupts the day-to-day operations of the properties owned by the joint ventures, including by delaying important decisions until the dispute is resolved; and • We may suffer losses to our investment in the joint ventures as a result of actions taken by the counterparties to the joint ventures.
Our investments in unconsolidated joint ventures involve risks not present with respect to our wholly owned properties, including the following: • We may be unable to take specific major actions, or such actions may be delayed, if the counterparties to the joint ventures disagree with such action, due to arrangements that require us to share decision-making authority over major decisions affecting the ownership or operation of the joint ventures and any property owned by the joint ventures such as the sale or financing of the property or the making of additional capital contributions for the benefit of the property; • The counterparties to the joint ventures may take actions with which we disagree; • Our ability to sell or transfer our interest in the joint ventures on advantageous terms when we so desire may be limited or restricted under the terms of our agreements with the counterparties in the joint ventures; • We may be required to contribute additional capital if the counterparties in the joint ventures fail to fund their share of required capital contributions; • Our equity interest in the joint ventures will be adversely impacted if the joint ventures are not able to maintain compliance with the terms of the agreements underlying their indebtedness; • The counterparties to the joint ventures might have economic or other business interests or goals that are inconsistent with our business interests or goals, including with respect to the timing, terms and strategies for investment, which could increase the likelihood of disputes regarding the ownership, management or disposition of the properties owned by the joint ventures; • Disagreements with the counterparties to the joint ventures could result in litigation or arbitration that increases our expenses, distracts our officers and directors, and disrupts the day-to-day operations of the properties owned by the joint ventures, including by delaying important decisions until the dispute is resolved; and • We may suffer losses to our investment in the joint ventures as a result of actions taken by the counterparties to the joint ventures.
Our ability to raise capital through equity financings depends, in part, on the market price of our common stock, which in turn depends on fluctuating market conditions and other factors including the following: • The reputation of REITs and attractiveness of their equity securities in comparison with other equity securities, including securities issued by other real estate companies; • Our financial performance and that of our tenants and borrowers; 23 • Concentrations in our investment portfolio by tenant and property type; • Concerns about our tenants’ or borrowers’ financial condition, including as a result of uncertainty regarding reimbursement from governmental and other third-party payor programs; • Our ability to meet or exceed investor expectations of prospective investment and earnings targets; • The contents of analyst reports about us and the REIT industry; • Changes in interest rates on fixed-income securities, which may lead prospective investors to demand a higher annual yield from investments in our common stock; • Maintaining or increasing our dividend, which is determined by our board of directors and depends on our financial position, results of operations, cash flows, capital requirements, debt covenants (which include limits on distributions by us), applicable law, and other factors as our board of directors deems relevant; and • Regulatory action and changes in REIT tax laws.
Our ability to raise capital through equity financings depends, in part, on the market price of our common stock, which in turn depends on fluctuating market conditions and other factors including the following: • The reputation of REITs and attractiveness of their equity securities in comparison with other equity securities, including securities issued by other real estate companies; • Our financial performance and that of our tenants and borrowers; • Concentrations in our investment portfolio by tenant and property type; • Concerns about our tenants’ or borrowers’ financial condition, including as a result of uncertainty regarding reimbursement from governmental and other third-party payor programs; • Our ability to meet or exceed investor expectations of prospective investment and earnings targets; • The contents of analyst reports about us and the REIT industry; • Changes in interest rates on fixed-income securities, which may lead prospective investors to demand a higher annual yield from investments in our common stock; • Maintaining or increasing our dividend, which is determined by our board of directors and depends on our financial position, results of operations, cash flows, capital requirements, debt covenants (which include limits on distributions by us), applicable law, and other factors as our board of directors deems relevant; and • Regulatory action and changes in REIT tax laws.
Our high level of indebtedness may have the following important consequences to us: • It may increase our cost of borrowing; • It may limit our ability to obtain additional financing to fund future acquisitions, working capital, capital expenditures or other general corporate requirements; • It may expose us to the risk of increased interest rates under debt instruments subject to variable rates of interest, such as our Revolving Credit Facility; • It may adversely impact our credit ratings; • It may limit our ability to adjust rapidly to changing market conditions and we may be vulnerable in the event of a downturn in general economic conditions or in the real estate and/or healthcare sectors; • It may place us at a competitive disadvantage against less leveraged competitors; • It may restrict the way in which we conduct our business because of financial and operating covenants in the agreements governing our existing and future indebtedness; • It may become more difficult for us to satisfy our obligations (including ongoing interest payments and, where applicable, scheduled amortization payments) with respect to the Senior Notes and our other debt; and • It may require us to sell assets and properties at an inopportune time.
Our high level of indebtedness may have the following important consequences to us: • It may increase our cost of borrowing; • It may limit our ability to obtain additional financing to fund future acquisitions, working capital, capital expenditures or other general corporate requirements; • It may expose us to the risk of increased interest rates under debt instruments subject to variable rates of interest, such as our Revolving Credit Facility; • It may adversely impact our credit ratings; • It may limit our ability to adjust rapidly to changing market conditions and we may be vulnerable in the event of a downturn in general economic conditions or in the real estate and/or healthcare sectors; • It may place us at a competitive disadvantage against less leveraged competitors; • It may restrict the way in which we conduct our business because of financial and operating covenants in the agreements governing our existing and future indebtedness; • It may become more difficult for us to satisfy our obligations (including ongoing interest payments and, where applicable, scheduled amortization payments) with respect to the Senior Notes and our other debt; and 21 • It may require us to sell assets and properties at an inopportune time.
These risks are similar to the ones described above and below with respect to our tenants and include fluctuations in occupancy and private pay rates; economic conditions; competition; federal, state, local, and industry-regulated licensure, certification and inspection laws, regulations, and standards; the availability and increases in cost of general and professional liability insurance coverage; lawsuits and other legal proceedings arising out of our alleged actions or the alleged actions of our operators; state regulation and rights of residents related to entrance fees; and the availability and increases in the cost of labor (as a result of a shortage of caregivers or other trained personnel, minimum staffing requirements, general inflationary pressures on wages, minimum wage laws or otherwise).
These risks are similar to the ones described above and below with respect to our tenants and include fluctuations in occupancy and private pay rates; economic conditions; competition; federal, state, local, and industry-regulated licensure, certification and inspection laws, regulations, and standards; the availability and increases in cost of general and professional liability insurance coverage; lawsuits and other legal proceedings 14 arising out of our alleged actions or the alleged actions of our operators; state regulation and rights of residents related to entrance fees; and the availability and increases in the cost of labor (as a result of a shortage of caregivers or other trained personnel, minimum staffing requirements, general inflationary pressures on wages, minimum wage laws or otherwise).
A shortage of caregivers or other trained personnel, minimum staffing requirements or general inflationary pressures on wages may continue to force tenants, borrowers and Senior Housing - Managed communities to enhance pay and benefits packages to compete effectively for skilled personnel, or to use more expensive contract personnel, and they may be unable to offset these added costs by increasing the rates charged to residents and patients.
A shortage of caregivers or other trained personnel, minimum staffing requirements or general inflationary pressures on wages has and may continue to force tenants, borrowers and Senior Housing - Managed communities to enhance pay and benefits packages to compete effectively for skilled personnel, or to use more expensive contract personnel, and they may be unable to offset these added costs by increasing the rates charged to residents and patients.
In order to meet these tests, we may be required to forego investments or acquisitions we might otherwise make. Thus, compliance with the REIT requirements may materially hinder our performance. The tax imposed on REITs engaging in “prohibited transactions” may limit our ability to engage in transactions which would be treated as sales for U.S. federal income tax purposes.
In order to meet these tests, we may be required to forego investments or acquisitions we might otherwise make. Thus, compliance with the REIT requirements may materially hinder our performance. 25 The tax imposed on REITs engaging in “prohibited transactions” may limit our ability to engage in transactions which would be treated as sales for U.S. federal income tax purposes.
Prior to the transfer of the operations of such healthcare properties to successor tenants, the new tenant generally must become licensed under state law and, in certain states, receive change-of-ownership approvals under certificate of need laws (which laws provide for a certification that the state has made a determination that a need exists for the beds located on the applicable property).
Prior to the transfer of the operations of such healthcare properties to successor tenants, the new tenant generally must become licensed under state law and, in certain states, receive change-of-ownership approvals under certificate 19 of need laws (which laws provide for a certification that the state has made a determination that a need exists for the beds located on the applicable property).
Our ability to make required modifications and/or renovations may involve costs associated with volatility in materials, tariffs on imported materials and labor prices and approvals of authorities or compliance with governmental regulations, including the Americans with Disabilities Act, which could result in increased costs and delays 19 in transitioning a facility to a new tenant.
Our ability to make required modifications and/or renovations may involve costs associated with volatility in materials, tariffs on imported materials and labor prices and approvals of authorities or compliance with governmental regulations, including the Americans with Disabilities Act, which could result in increased costs and delays in transitioning a facility to a new tenant.
In addition, some and potentially substantially all of our properties serve as collateral for our current and future secured debt obligations and cannot readily be sold unless the 24 underlying secured indebtedness is concurrently repaid. We may not be able to vary our portfolio promptly in response to changes in the real estate market.
In addition, some and potentially substantially all of our properties serve as collateral for our current and future secured debt obligations and cannot readily be sold unless the underlying secured indebtedness is concurrently repaid. We may not be able to vary our portfolio promptly in response to changes in the real estate market.
Matros, we may not be able to successfully manage our business or achieve our business objectives. 15 Additionally, attracting and retaining talent at all levels is vital to our continuing success. If we are unable to provide competitive salaries, benefits, or a diverse and inclusive workplace for our personnel, our business may be adversely affected.
Matros, we may not be able to successfully manage our business or achieve our business objectives. Additionally, attracting and retaining talent at all levels is vital to our continuing success. If we are unable to provide competitive salaries, benefits, or a diverse and inclusive workplace for our personnel, our business may be adversely affected.
We have engaged a third-party cybersecurity firm who serves as our dedicated IT team and helps us oversee, implement and manage our processes and controls to assess, identify and manage risks from cybersecurity threats. It is possible that our processes and controls will not detect or protect against all cybersecurity threats or incidents.
We have engaged a third-party cybersecurity firm who serves as our dedicated IT team and helps us oversee, implement and manage our 20 processes and controls to assess, identify and manage risks from cybersecurity threats. It is possible that our processes and controls will not detect or protect against all cybersecurity threats or incidents.
The indentures governing our 2026 Notes, our 2029 Notes and our 2031 Notes require us to comply with an unencumbered asset ratio, and the agreement governing our 2027 Notes requires us to comply with specified financial covenants, which include a maximum leverage ratio, a maximum secured debt leverage ratio, a maximum unsecured debt leverage ratio, a minimum fixed charge coverage ratio, a minimum net worth, a minimum unsecured interest coverage ratio and a minimum unencumbered debt yield ratio.
The indentures governing our 2029 Notes and our 2031 Notes require us to comply with an unencumbered asset ratio, and the agreement governing our 2027 Notes requires us to comply with specified financial covenants, which include a maximum leverage ratio, a maximum secured debt leverage ratio, a maximum unsecured debt leverage ratio, a minimum fixed charge coverage ratio, a minimum net worth, a minimum unsecured interest coverage ratio and a minimum unencumbered debt yield ratio.
Further, certain change in control events could result in an event of default under the agreement governing our 2027 Notes. Any of these events of default, in turn, could cause our other debt to become due and payable as a result of cross-acceleration provisions contained in the agreements governing such other debt.
Further, certain change in control events could result in an event of default under the agreement governing our 2027 Notes. Any of these events of default, in turn, could 22 cause our other debt to become due and payable as a result of cross-acceleration provisions contained in the agreements governing such other debt.
To the extent that significant changes in the climate occur in areas where our properties are located, we may experience more frequent extreme weather events which may result in physical damage to or a decrease in demand for properties located in these areas or affected by these conditions.
To the extent that significant changes in the climate occur in areas where our properties 16 are located, we may experience more frequent extreme weather events which may result in physical damage to or a decrease in demand for properties located in these areas or affected by these conditions.
The presence of contamination or the failure to remediate contamination may adversely affect our ability to sell or lease the real estate or to borrow using the real estate as collateral. 20 A failure by our tenants, borrowers or operators to adhere to applicable privacy and data security laws could harm our business.
The presence of contamination or the failure to remediate contamination may adversely affect our ability to sell or lease the real estate or to borrow using the real estate as collateral. A failure by our tenants, borrowers or operators to adhere to applicable privacy and data security laws could harm our business.
Specifically, a downturn in the healthcare property sector could negatively impact the ability of our tenants and borrowers to meet their obligations to us, as well as the ability to maintain rental and occupancy rates. This could adversely 21 affect our business, financial condition and results of operations.
Specifically, a downturn in the healthcare property sector could negatively impact the ability of our tenants and borrowers to meet their obligations to us, as well as the ability to maintain rental and occupancy rates. This could adversely affect our business, financial condition and results of operations.
Further, if we fail to qualify as a REIT, we might need to borrow money or sell assets in order to pay any resulting tax. Our payment of income tax would decrease the amount of our income available for distribution to our stockholders.
Further, if we fail to qualify as a REIT, we 24 might need to borrow money or sell assets in order to pay any resulting tax. Our payment of income tax would decrease the amount of our income available for distribution to our stockholders.
Our tenants and borrowers depend on reimbursement from governmental and other third-party payor programs, and reimbursement rates from such payors may be reduced. Many of our tenants and borrowers depend on third-party payors, including Medicare, Medicaid or private third-party payors, for the majority of their revenue.
Our tenants and borrowers depend on reimbursement from governmental and other third-party payor programs, and reimbursement rates from such payors may be reduced or delayed. Many of our tenants and borrowers depend on third-party payors, including Medicare, Medicaid or private third-party payors, for the majority of their revenue.
If we determine that a significant impairment has occurred, we are required to make an adjustment to the net carrying value of the asset, which could have a material adverse effect on our results of operations.
If we determine that a significant impairment has occurred, we are required to make an adjustment to the net 15 carrying value of the asset, which could have a material adverse effect on our results of operations.
Sabra is subject to the Maryland business combination statute, which, subject to certain limitations, impose a moratorium on business combinations with “interested stockholders” or affiliates thereof for five years and thereafter impose additional requirements on such business combinations.
Sabra is subject to the Maryland business combination statute, which, subject to certain limitations, impose a moratorium on business combinations with “interested stockholders” or affiliates thereof for five years and thereafter impose additional requirements on such business 26 combinations.
Furthermore, expenses for the facilities of our tenants, borrowers and Senior Housing - Managed communities are primarily driven by the costs of labor, food, utilities, taxes, 17 insurance and rent, and these operating costs continue to increase for our tenants, borrowers and Senior Housing - Managed communities.
Furthermore, expenses for the facilities of our tenants, borrowers and Senior Housing - Managed communities are primarily driven by the costs of labor, food, utilities, taxes, insurance and rent, and these operating costs continue to increase for our tenants, borrowers and Senior Housing - Managed communities.
In addition, stockholders who do bring a claim in the Circuit Court for 27 Baltimore City, Maryland could face additional litigation costs in pursuing any such claim, particularly if they do not reside in or near Maryland.
In addition, stockholders who do bring a claim in the Circuit Court for Baltimore City, Maryland could face additional litigation costs in pursuing any such claim, particularly if they do not reside in or near Maryland.
Prolonged deterioration in the operating results for these 14 investments could result in the determination that the full amounts of our investments are not recoverable, which could result in an impairment charge.
Prolonged deterioration in the operating results for these investments could result in the determination that the full amounts of our investments are not recoverable, which could result in an impairment charge.
Our debt agreements, including the agreement governing our 2027 Notes (as defined below) and the Credit Agreement, contain various covenants that limit our ability and the ability of our subsidiaries to engage in various transactions including: • Incurring additional secured and unsecured debt; • Granting liens upon certain properties; • Paying dividends or making other distributions on, redeeming or repurchasing capital stock; 22 • Entering into transactions with affiliates; • Issuing stock of or interests in subsidiaries; • Engaging in non-healthcare related business activities; • Creating restrictions on the ability of certain of our subsidiaries to pay dividends or other amounts to us; • Selling assets; or • Effecting a consolidation or merger or selling substantially all of our assets.
Our debt agreements, including the agreement governing our 2027 Notes (as defined below), the Credit Agreement and the Term Loan Credit Agreement, contain various covenants that limit our ability and the ability of our subsidiaries to engage in various transactions including: • Incurring additional secured and unsecured debt; • Granting liens upon certain properties; • Paying dividends or making other distributions on, redeeming or repurchasing capital stock; • Entering into transactions with affiliates; • Issuing stock of or interests in subsidiaries; • Engaging in non-healthcare related business activities; • Creating restrictions on the ability of certain of our subsidiaries to pay dividends or other amounts to us; • Selling assets; or • Effecting a consolidation or merger or selling substantially all of our assets.
We are required under the Internal Revenue Code of 1986, as amended (the “Code”), to distribute at least 90% of our taxable income, determined without regard to the dividends-paid deduction and excluding any net capital gain, and the Operating Partnership (as defined below) is required to make distributions to us to allow us to satisfy the REIT distribution requirement.
We are required under the Internal Revenue Code of 1986, as amended (the “Code”), to distribute at least 90% of our taxable income, determined without regard to the dividends-paid deduction and excluding any net capital gain, and the Operating Partnership is required to make distributions to us to allow us to satisfy the REIT distribution requirement.
The duration and extent of the effects of a future pandemic or epidemic, such as we experienced with the COVID-19 pandemic, on our operational and financial performance are uncertain and difficult to predict and we may experience adverse impacts to our business, financial condition, results of operations and prospects.
The duration and extent of the effects of a future pandemic or epidemic, such as we experienced with the COVID-19 pandemic, on our operational and financial performance are uncertain and difficult to predict and, in the event of a future pandemic or epidemic we may experience adverse impacts to our business, financial condition, results of operations and prospects.
While our lease agreements and property management agreements require that comprehensive insurance and hazard insurance be maintained by our tenants, there are certain types of losses, generally of a catastrophic nature, such as earthquakes, hurricanes and floods, as well as losses caused by pandemics, including COVID-19, that may be uninsurable or not economically insurable.
While our lease agreements and property management agreements require that comprehensive insurance and hazard insurance be maintained by our tenants, there are certain types of losses, generally of a catastrophic nature, such as earthquakes, hurricanes and floods, as well as losses caused by pandemics that may be uninsurable or not economically insurable.
Although moderate reimbursement rate reductions may not affect our tenants’ or borrowers’ 18 ability to meet their financial obligations to us, significant limits on reimbursement rates or on the services reimbursed could have a material adverse effect on their business, financial position or results of operations, which could materially adversely affect their ability to meet their financial obligations to us.
Although moderate reimbursement rate reductions may not affect our tenants’ or borrowers’ ability to meet their financial obligations to us, significant limits on reimbursement rates or on the services reimbursed or delays in reimbursement could have a material adverse effect on their business, financial position or results of operations, which could materially adversely affect their ability to meet their financial obligations to us.
Further, increases in interest rates could increase our interest costs for borrowings on our Revolving Credit Facility and any new debt we may incur. This increased cost could make the financing of any new investments more costly.
An increase in interest rates could increase our interest costs for borrowings on our Revolving Credit Facility and any new debt we may incur. This increased cost could make the financing of any new investments more costly.
Reduced or modified rental and debt service amounts could result in the determination that the full amounts of our investments are not recoverable, which could result in an impairment charge. Further, the operating results of our Senior Housing - Managed portfolio and our unconsolidated joint ventures have been impacted and may be impacted by future pandemics or epidemics as well.
Reduced or modified rental and debt service amounts could result in the determination that the full amounts of our investments are not recoverable, which could result in an impairment charge. Further, the operating results of our Senior Housing - Managed portfolio and our unconsolidated joint ventures may be negatively impacted by future pandemics or epidemics.
Overall, no more than 20% of the value of a REIT’s total assets may consist of stock or securities of one or more TRSs. A domestic TRS will pay U.S. federal, state and local income tax at regular corporate rates on 26 any income that it earns.
Overall, no more than 20% (25%, commencing in 2026) of the value of a REIT’s total assets may consist of stock or securities of one or more TRSs. A domestic TRS will pay U.S. federal, state and local income tax at regular corporate rates on any income that it earns.
We may be unable to refinance any of our debt, including our Term Loans (as defined below) and any amounts outstanding under our Revolving Credit Facility, on commercially reasonable terms or at all.
We may be unable to refinance any of our debt, including our Term Loans and Term Loan Credit Agreement and any amounts outstanding under our Revolving Credit Facility, on commercially reasonable terms or at all.
Concerns over economic recession, interest rate increases, policy priorities of the U.S. presidential administration, trade wars, labor shortages or inflation may contribute to increased volatility and diminished expectations for the economy and markets. Additionally, concern over geopolitical issues may also contribute to prolonged market volatility and instability.
Concerns over economic recession, interest rate increases, policy priorities of the U.S. presidential administration, trade wars, labor shortages or inflation have and may contribute to increased volatility and diminished expectations for the economy and markets.
Additionally, we lease many of our properties to healthcare providers who provide long-term custodial care to the elderly. Evicting tenants for failure to pay rent while the property is occupied typically involves specific procedural or regulatory requirements and may not be successful. Even if eviction is possible, we may determine not to do so due to reputational or other risks.
Additionally, we lease many of our properties to healthcare providers who provide long-term custodial care to the elderly. Evicting tenants for failure to pay rent while the property is occupied typically involves specific procedural or 18 regulatory requirements and may not be successful.
Pandemics or epidemics, such as COVID-19, may have a material adverse effect on our business, results of operations, cash flows and financial condition. The COVID-19 pandemic has negatively impacted us and our operations, and another pandemic or epidemic may materially negatively impact us and our operations in the future.
Pandemics or epidemics have had and may in the future have a material adverse effect on our business, results of operations, cash flows and financial condition. We have in the past been negatively impacted by the COVID-19 pandemic and a future pandemic or epidemic could materially negatively impact us and our operations.
The maximum income tax rate applicable to “qualified dividends” payable by non-REIT corporations to domestic stockholders taxed at individual rates is currently 20%. Dividends payable by REITs, however, generally are not eligible for the reduced rates.
The maximum income tax rate applicable to “qualified dividends” payable by non-REIT corporations to domestic stockholders taxed at individual rates is currently 20%. Dividends payable by REITs, however, generally are not eligible for the reduced rates, unless they are attributable to dividends received by the REIT from other corporations that would otherwise be eligible for the reduced rate.
Additionally, due to the COVID-19 pandemic in some cases, we had to restructure our tenants’ long-term rent obligations and may be required to restructure such obligations in the future due to other pandemics or epidemics, which may not be on terms that are as favorable to us as those currently in place.
Additionally, we have in the past and may in the future be required to restructure long-term rent obligations due to pandemics or epidemics, which may not be on terms that are as favorable to us as those currently in place.
As of December 31, 2024, we had outstanding indebtedness of $2.4 billion, which consisted of $1.8 billion of Senior Notes (as defined below), $534.4 million in Term Loans (as defined below), $106.6 million outstanding under our Revolving Credit Facility and aggregate secured indebtedness to third parties of $46.1 million on certain of our properties, and we had $893.4 million available for borrowing under our Revolving Credit Facility.
As of December 31, 2025, we had outstanding indebtedness of $2.6 billion, which consisted of $1.3 billion of Senior Notes (as defined below), an aggregate $1.0 billion outstanding under the Term Loans (as defined below) and Term Loan Credit Agreement, $217.6 million outstanding under our Revolving Credit Facility and aggregate secured indebtedness to third parties of $44.0 million on certain of our properties, and we had $782.4 million available for borrowing under our Revolving Credit Facility.
If our tenants, borrowers or Senior Housing - Managed communities fail to comply with the extensive laws, regulations and other requirements applicable to their businesses and the operation of our properties, they could become ineligible to receive reimbursement from governmental and private third-party payor programs, face bans on admissions of new patients or residents, suffer civil or criminal penalties or be required to make significant changes to their operations or face adverse publicity and reputational harm.
Changes in enforcement policies by federal and state governments have resulted in a significant increase in the number of inspections, citations of regulatory deficiencies and other regulatory sanctions, including terminations from the Medicare and Medicaid programs, bars on Medicare and Medicaid payments for new admissions, civil monetary penalties and even criminal penalties. 17 If our tenants, borrowers or Senior Housing - Managed communities fail to comply with the extensive laws, regulations and other requirements applicable to their businesses and the operation of our properties, they could become ineligible to receive reimbursement from governmental and private third-party payor programs, face bans on admissions of new patients or residents, suffer civil or criminal penalties or be required to make significant changes to their operations or face adverse publicity and reputational harm.
Our investment portfolio consists of real estate and mortgage loans, which are subject to write-downs in value. From time to time, we close facilities and actively market such facilities for sale.
Our assets, including our real estate and loans, are subject to impairment charges, and our valuation and reserve estimates are based on assumptions and may be subject to adjustment. Our investment portfolio consists of real estate and mortgage loans, which are subject to write-downs in value. From time to time, we close facilities and actively market such facilities for sale.
Climate change may also have indirect effects on our business by increasing the cost of (or making unavailable) property insurance on terms we find acceptable.
Any such loss could materially and adversely affect our business financial condition and results of operations. Climate change may also have indirect effects on our business by increasing the cost of (or making unavailable) property insurance on terms we find acceptable.
Bankruptcy or insolvency proceedings typically also result in increased costs to the tenant or borrower, significant management distraction and performance declines. We may be unable to find a replacement tenant for one or more of our leased properties or we may be required to incur substantial renovation costs to make our healthcare properties suitable for such tenants.
We may be unable to find a replacement tenant for one or more of our leased properties or we may be required to incur substantial renovation costs to make our healthcare properties suitable for such tenants.
The failure by these third parties to operate these properties efficiently and effectively and adequately manage the related risks could adversely affect our business, financial condition and results of operations.
We depend on these third parties to operate our properties in a manner that complies with applicable law and regulation, minimizes legal risk and maximizes the value of our investment. The failure by these third parties to operate our properties efficiently and effectively and adequately manage the related risks could adversely affect our business, financial condition and results of operations.
The agreement governing our 2027 Notes also restricts us from making certain investments. The indentures governing our 2026 Notes, our 2029 Notes and our 2031 Notes (each as defined below) contain certain of the above restrictions as well.
The agreement governing our 2027 Notes also restricts us from making certain investments. The indentures governing our 2029 Notes and our 2031 Notes (each as defined below) contain certain of the above restrictions as well. These covenants limit our operational flexibility and could prevent us from taking advantage of business opportunities as they arise, growing our business or competing effectively.
As an owner of real property, we or our subsidiaries are subject to various federal, state and local environmental and health and safety laws and regulations.
Environmental compliance costs and liabilities associated with real estate properties owned by us may materially impair the value of those investments. As an owner of real property, we or our subsidiaries are subject to various federal, state and local environmental and health and safety laws and regulations.
For example, the conflicts between Russia and Ukraine and in the Middle East have led to disruption, instability and volatility in global markets and industries. Such conditions could impact real estate fundamentals and result in lower occupancy, lower rental rates, and declining values in our real estate portfolio and in the real estate collateral securing any indebtedness.
Such conditions could impact real estate fundamentals and result in lower occupancy, lower rental rates, and declining values in our real estate portfolio and in the real estate collateral securing any indebtedness.
In the event of a loss in excess of insured limits, we could lose our capital invested in the affected property, as well as anticipated future revenue from that property. Any such loss could materially and adversely affect our business financial condition and results of operations.
Such events could also have a material adverse impact on our tenants’ operations and ability to meet their obligations to us. In the event of a loss in excess of insured limits, we could lose our capital invested in the affected property, as well as anticipated future revenue from that property.
Catastrophic weather and other natural or man-made disasters, the physical effects of climate change and a failure to implement sustainable and energy-efficient measures could affect our properties. Some of our properties are located in areas susceptible to catastrophic weather and natural disasters, including fires, snow or ice storms, windstorms or hurricanes, earthquakes, flooding, or other severe conditions.
Some of our properties are located in areas susceptible to catastrophic weather and natural disasters, including fires, snow or ice storms, windstorms or hurricanes, earthquakes, flooding, or other severe conditions. These adverse weather and natural or man-made events could cause substantial damage or loss to our properties which could exceed applicable property insurance coverage.
The market for qualified personnel is highly competitive and our tenants, borrowers and Senior Housing - Managed communities have experienced and may continue to experience difficulties in attracting and retaining such personnel, in particular due to a reduction in the supply of such personnel and wage increases relating to the COVID-19 pandemic and inflation.
Increased labor costs and labor shortages may adversely affect our business, results of operations, cash flows and financial condition. The market for qualified personnel is highly competitive and our tenants, borrowers and Senior Housing - Managed communities have experienced and may continue to experience difficulties in attracting and retaining such personnel.
Additional risks and uncertainties not presently known to us or that we currently deem immaterial may also harm our business. Risks Related to Our Business/Operations Increased labor costs and labor shortages may adversely affect our business, results of operations, cash flows and financial condition.
Additional risks and uncertainties not presently known to us or that we currently deem immaterial may also harm our business. Risks Related to Our Business/Operations An increase in market interest rates could increase our interest costs on borrowings on our Revolving Credit Facility and future debt and could adversely affect our stock price.
We could also incur substantial additional expenses in connection with any licensing, receivership or change-of-ownership proceedings. Environmental compliance costs and liabilities associated with real estate properties owned by us may materially impair the value of those investments.
We could also incur substantial additional expenses in connection with any licensing, receivership or change-of-ownership proceedings. Changes in federal, state, or local laws limiting REIT investments in the health care sector may adversely impact our ability to participate in the ownership of and investment in health care real estate.
Our estimates of loan reserves, and other accounting estimates, are inherently uncertain and may be subject to future adjustment, leading potentially to an increase in reserves. Our reported rental and related revenues may be subject to increased variability as a result of ASU 2016-02, Leases, as amended by subsequent ASUs (“Topic 842”).
Our estimates of loan reserves, and other accounting estimates, are inherently uncertain and may be subject to future adjustment, leading potentially to an increase in reserves. We are subject to risks and liabilities in connection with our investment in our unconsolidated joint ventures.
Any one or a combination of these factors may adversely affect our business, financial position or results of operations. Additionally, in April 2024, CMS issued a final rule that establishes minimum nurse staffing requirements for long-term care facilities (the “Minimum Staffing Standards”).
Any one or a combination of these factors may adversely affect our business, financial position or results of operations. Our third-party operators are ultimately in control of the day-to-day business of the properties that they operate.
Under such circumstances, the insurance proceeds received might not be adequate to restore the economic position with respect to a damaged property. Our assets, including our real estate and loans, are subject to impairment charges, and our valuation and reserve estimates are based on assumptions and may be subject to adjustment.
Under such circumstances, the insurance proceeds received might not be adequate to restore the economic position with respect to a damaged property. Catastrophic weather and other natural or man-made disasters, the physical effects of climate change and a failure to implement sustainable and energy-efficient measures could affect our properties.
Removed
An increase in market interest rates could increase our interest costs on borrowings on our Revolving Credit Facility and future debt and could adversely affect our stock price. Interest rates have risen substantially since 2022 and although interest rates moderated during 2024, they may rise in the future.
Added
Additionally, changes in consumer preferences, such as favoring home health services over residing in a senior housing community, could increase competition for patients and residents.
Removed
The Minimum Staffing Standards require a total nurse staffing standard of 3.48 hours per resident day (“HPRD”), which must include at least 0.55 HPRD of direct registered nurse care and 2.45 HPRD of direct nurse aide care.
Added
Even if eviction is possible, we may determine not to do so due to reputational or other risks. Bankruptcy or insolvency proceedings typically also result in increased costs to the tenant or borrower, significant management distraction and performance declines.
Removed
Facilities may use any combination of nurse staff (registered nurse, licensed practical nurse and licensed vocational nurse, or nurse aide) to account for the additional 0.48 HPRD needed to comply with the total nurse staffing standard.
Added
Legislation potentially impacting REIT ownership and investment in the health care sector has recently been introduced or is under discussion at the federal and state level. These legislative proposals range from additional oversight to prohibitions on investors acquiring or increasing ownership, or operational or financial control, in a nursing home.
Removed
The Minimum Staffing Standards also require facilities to meet new facility assessment requirements and have a registered nurse onsite 24 hours a day, seven days a week, to provide skilled nursing care.
Added
Such legislation or similar laws or regulations, if enacted, may limit our opportunities to participate in the ownership of, or investment in, health care real estate.
Removed
The Minimum Staffing Standards became effective on June 21, 2024, with a compliance deadline for the new facility assessment requirements of August 8, 2024 and a phase-in period consisting of three phases over three years for non-rural facilities and over five years for rural facilities for the staffing requirements.
Added
Changes in federal, state, or local laws or regulations limiting REIT investment in the health care sector, reducing health care related benefits for REITs, or requiring additional approvals for health care entities to do business with REITs, could have a material adverse effect on our financial condition and operations.
Removed
The Minimum Staffing Standards, as implemented in its current form, may exacerbate staffing challenges faced by our tenants, which could adversely affect our business, financial position or results of operations. The Minimum Staffing Standards are currently being challenged in federal court, however there can be no assurance that the outcome of such challenges will be favorable to us.
Added
Additionally, concern over geopolitical issues may also contribute to prolonged market volatility and instability. 23 For example, the conflicts between Russia and Ukraine and in the Middle East have led to disruption, instability and volatility in global markets and industries.
Removed
Further, our third-party operators are ultimately in control of the day-to-day business of the properties that they operate. We depend on third parties to operate these properties in a manner that complies with applicable law and regulation, minimizes legal risk and maximizes the value of our investment.
Added
Additionally, in the event that we have to declare dividends in-kind in order to satisfy the REIT annual distribution requirement, a holder of our common stock will be required to report dividend income as a result of such distributions even though we distributed no cash or only nominal amounts of cash to such stockholder.
Removed
In February 2016, the Financial Accounting Standards Board issued Topic 842, which supersedes guidance related to accounting for leases and provides for the recognition of lease assets and lease liabilities by lessees for those leases classified as operating leases under previous accounting guidance.
Added
Certain non-corporate domestic stockholders may deduct 20% of their dividends from REITs (excluding qualified dividend income and capital gains dividends).
Removed
The objective of Topic 842 is to establish the principles that lessees and lessors shall apply to report useful information to users of financial statements about the amount, timing and uncertainty of cash flows arising from a lease. We elected to adopt Topic 842 on January 1, 2019 using the modified retrospective transition method.
Added
For such domestic stockholders in the top marginal tax bracket of 37%, the deduction for REIT dividends yields an effective income tax rate of 29.6% on REIT dividends, which is higher than the 20% tax rate on qualified dividend income paid by non-REIT “C” corporations.
Removed
Among other things, under Topic 842, if at any time we cannot determine that it is probable that substantially all rents over the life of a lease are collectible, rental revenue will be recognized only to the extent of payments received and all receivables associated with the lease will be written off, irrespective of amounts expected to be collectible.
Removed
Recoveries of these amounts will be recorded in future periods upon receipt of payment. Under Topic 842, future write-offs of receivables and any recoveries of previously written-off receivables will be recorded as adjustments to rental revenue.
Removed
As a result, the adoption of this new accounting standard could cause increased variability related to our reported rental and related revenues, which could increase the volatility in the market price of our common stock. We are subject to risks and liabilities in connection with our investment in our unconsolidated joint ventures.
Removed
These adverse weather and natural or man-made events could cause substantial damage or loss to our properties which could exceed applicable property insurance coverage. Such events could also have a material adverse impact on our tenants’ operations and ability to meet their obligations to us.
Removed
Changes in enforcement policies by federal and state governments have resulted in a significant increase in the number of inspections, citations of regulatory deficiencies and other regulatory sanctions, including terminations from the Medicare and Medicaid programs, bars on Medicare and Medicaid payments for new admissions, civil monetary penalties and even criminal penalties.
Removed
These covenants limit our operational flexibility and could prevent us from taking advantage of business opportunities as they arise, growing our business or competing effectively.

Item 1C. Cybersecurity

Cybersecurity — threats and controls disclosure

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Biggest changePrompt and timely information regarding any cybersecurity incident that meets established reporting category designation criteria is reported to the applicable parties as identified in our incident response plan. As discussed above, these members of management provide a report on cybersecurity risks at least annually and report incidents when appropriate to the board of directors.
Biggest changePrompt and timely information regarding any cybersecurity incident that meets established reporting category designation criteria is reported to the applicable parties as identified in our 28 incident response plan.
Our cybersecurity policies, standards, processes and practices are fully integrated into Sabra’s ERM program and are evaluated annually against recognized frameworks established by the National Institute of Standards and Technology, the International Organization for Standardization and other applicable industry standards. Our approach is focused on preserving the confidentiality, security and availability of our data and systems.
Our cybersecurity 27 policies, standards, processes and practices are fully integrated into Sabra’s ERM program and are evaluated annually against recognized frameworks established by the National Institute of Standards and Technology, the International Organization for Standardization and other applicable industry standards. Our approach is focused on preserving the confidentiality, security and availability of our data and systems.
The results are reported to our board of directors, and our cybersecurity policies, standards, processes and practices are adjusted as necessary based on the information provided by these audits, testing and assessments. 28 To date, cybersecurity incidents have not materially affected and are not reasonably likely to materially affect our Company.
The results are reported to our board of directors, and our cybersecurity policies, standards, processes and practices are adjusted as necessary based on the information provided by these audits, testing and assessments. To date, cybersecurity incidents have not materially affected and are not reasonably likely to materially affect our Company.
We periodically engage third parties to perform internal and external penetration testing. Additionally, our outsourced IT team conducts periodic internal vulnerability assessments. These tests and assessments of our information security control environment and operating effectiveness are performed with the intent of identifying areas for continued focus, improvement and/or compliance.
We engage third parties to perform annual internal and external penetration testing. Additionally, our outsourced IT team conducts periodic internal vulnerability assessments. These tests and assessments of our information security control environment and operating effectiveness are performed with the intent of identifying areas for continued focus, improvement and/or compliance.
We describe how risks from such incidents may affect us, including our business, financial condition and results of operations in “Regulatory Risks” in Item 1A, “Risk Factors.” Governance Our board of directors, through direction of the Audit Committee, oversees our ERM process, including the management of risks arising from cybersecurity threats.
We describe how risks from such incidents may affect us, including our business, financial condition and results of operations in “Regulatory Risks” in Part I, Item 1A, “Risk Factors.” Governance Our board of directors, through direction of the Audit Committee, oversees our ERM process, including the management of risks arising from cybersecurity threats.
Added
As discussed above, these members of management provide a report on cybersecurity risks at least annually, provide quarterly reports to the Audit Committee regarding incidents that have occurred since the prior report and report incidents immediately, when appropriate, to the board of directors.

Item 2. Properties

Properties — owned and leased real estate

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Biggest changeThe following table displays the expiration of annualized contractual rental revenues under our lease agreements as of December 31, 2024, adjusted to reflect actual payments received related to the twelve months ended December 31, 2024 for leases no longer accounted for on an accrual basis, by year and property type (dollars in thousands) and, in each case, without giving effect to any renewal options: Skilled Nursing / Transitional Care Senior Housing - Leased Behavioral Health Specialty Hospitals and Other Total Annualized Revenues % of Total 2025 $ 4,778 $ — $ — $ 1,532 $ 6,310 1.8 % 2026 12,183 719 — — 12,902 3.6 % 2027 24,065 4,279 — — 28,344 7.9 % 2028 22,172 2,150 — 3,595 27,917 7.8 % 2029 45,996 5,044 — 6,199 57,239 16.0 % 2030 — — — 3,221 3,221 0.9 % 2031 72,723 4,238 672 — 77,633 21.8 % 2032 6,077 1,726 33,334 3,842 44,979 12.6 % 2033 — 6,935 5,797 — 12,732 3.6 % 2034 6,073 3,585 — — 9,658 2.7 % Thereafter 55,570 16,604 3,121 765 76,060 21.3 % Total Annualized Revenues $ 249,637 $ 45,280 $ 42,924 $ 19,154 $ 356,995 100.0 % We believe that all of our properties are adequately covered by insurance and are suitable for their intended uses as described in “Business—Portfolio of Healthcare Investments” in Part I, Item 1. 29 Occupancy Trends The following table sets forth the occupancy percentages for our properties for the periods indicated: Occupancy Percentage (1) 2024 2023 2022 Skilled Nursing/Transitional Care 80.9 % 76.4 % 73.5 % Senior Housing - Leased 89.6 % 90.0 % 84.4 % Behavioral Health, Specialty Hospitals and Other 77.9 % 80.7 % 82.2 % Senior Housing - Managed 85.2 % 81.6 % 82.1 % (1) Occupancy percentage represents the facilities’ average operating occupancy for the period indicated and is calculated by dividing the actual census from the period presented by the available beds/units for the same period.
Biggest changeThe following table displays the expiration of annualized contractual rental revenues under our lease agreements as of December 31, 2025, adjusted to reflect actual payments received related to the twelve months ended December 31, 2025 for leases no longer accounted for on an accrual basis, by year and property type (dollars in thousands) and, in each case, without giving effect to any renewal options: Skilled Nursing / Transitional Care Senior Housing - Leased Behavioral Health Specialty Hospitals and Other Total Annualized Revenues % of Total 2026 (1) $ 2,926 $ — $ 4,348 $ — $ 7,274 2.1 % 2027 22,020 4,562 — — 26,582 7.5 % 2028 23,490 1,160 — 3,703 28,353 8.0 % 2029 47,631 5,486 — 6,354 59,471 16.9 % 2030 — — — 4,818 4,818 1.4 % 2031 84,675 4,902 — — 89,577 25.4 % 2032 7,887 1,777 33,723 3,938 47,325 13.4 % 2033 — 3,944 5,077 — 9,021 2.6 % 2034 4,689 3,265 — — 7,954 2.3 % 2035 7,974 970 — 786 9,730 2.7 % Thereafter 52,750 7,993 1,590 — 62,333 17.7 % Total Annualized Revenues $ 254,042 $ 34,059 $ 44,738 $ 19,599 $ 352,438 100.0 % (1) Includes leases on a month-to-month term.
All facility financial performance information was provided by, or derived solely from information provided by, our tenants and operators without independent verification by us. You should not rely upon occupancy percentages, either individually or in the aggregate, to determine the performance of a facility.
All facility financial performance information was provided by, or derived solely from information provided by, our tenants and operators without independent verification by us. 29 You should not rely upon occupancy percentages, either individually or in the aggregate, to determine the performance of a facility.
See “Business—Portfolio of Healthcare Investments” in Part I, Item 1 for further discussion regarding the ownership of our properties and the types of healthcare facilities that comprise our properties. Secured Indebtedness As of each of December 31, 2024 and 2023, eight of our properties held for investment were subject to secured indebtedness to third parties.
See “Business—Portfolio of Healthcare Investments” in Part I, Item 1 for further discussion regarding the ownership of our properties and the types of healthcare facilities that comprise our properties. Secured Indebtedness As of each of December 31, 2025 and 2024, eight of our properties held for investment were subject to secured indebtedness to third parties.
Occupancy percentage includes only facilities owned by Sabra as of the end of the respective period for the duration that such facilities were classified as stabilized facilities and excludes facilities for which data is not available or meaningful.
Occupancy percentage includes only facilities owned by Sabra as of the end of the respective period, and except for Senior Housing - Managed, only for the duration that such facilities were classified as stabilized facilities and excludes facilities for which data is not available or meaningful.
As of December 31, 2024, our real estate properties held for investment included 37,047 beds/units, spread across the U.S. and Canada. As of December 31, 2024, the substantial majority of our real estate properties (excluding 69 Senior Housing - Managed communities) were leased under triple-net operating leases with expirations ranging from less than one year to 19 years.
As of December 31, 2025, our real estate properties held for investment included 36,412 beds/units, spread across the U.S. and Canada. As of December 31, 2025, the substantial majority of our real estate properties (excluding 87 Senior Housing - Managed communities) were leased under triple-net operating leases with expirations ranging from less than one year to 18 years.
As of December 31, 2024 and 2023, our secured debt consisted of the following (dollars in thousands): Principal Balance as of December 31, (1) Weighted Average Effective Interest Rate at December 31, (2) Interest Rate Type 2024 2023 2024 2023 Maturity Date Fixed Rate $ 46,110 $ 48,143 3.35 % 3.34 % May 2031 - August 2051 (1) Principal balance does not include deferred financing costs, net of $0.8 million as of each of December 31, 2024 and 2023.
As of December 31, 2025 and 2024, our secured debt consisted of the following (dollars in thousands): Principal Balance as of December 31, (1) Weighted Average Effective Interest Rate at December 31, (2) Interest Rate Type 2025 2024 2025 2024 Maturity Date Fixed Rate $ 44,021 $ 46,110 3.36 % 3.35 % May 2031 - August 2051 (1) Principal balance does not include deferred financing costs, net of $0.7 million and $0.8 million as of December 31, 2025 and 2024, respectively.
PROPERTIES As of December 31, 2024, our investment portfolio consisted of 364 real estate properties held for investment (consisting of (i) 224 skilled nursing/transitional care facilities, (ii) 39 Senior Housing - Leased communities, (iii) 69 Senior Housing - Managed communities, (iv) 17 behavioral health facilities and (v) 15 specialty hospitals and other facilities), 14 investments in loans receivable (consisting of three mortgage loans and 11 other loans), five preferred equity investments and two investments in unconsolidated joint ventures.
PROPERTIES As of December 31, 2025, our investment portfolio consisted of 360 real estate properties held for investment (consisting of (i) 210 skilled nursing/transitional care facilities, (ii) 32 Senior Housing - Leased communities, (iii) 87 Senior Housing - Managed communities, (iv) 16 behavioral health facilities and (v) 15 specialty hospitals and other facilities), 13 investments in loans receivable (consisting of three mortgage loans and 10 other loans), four preferred equity investments and two investments in unconsolidated joint ventures.
Added
We believe that all of our properties are adequately covered by insurance and are suitable for their intended uses as described in “Business—Portfolio of Healthcare Investments” in Part I, Item 1.
Added
Occupancy Trends The following table sets forth the occupancy percentages for our properties for the periods indicated: Occupancy Percentage (1) 2025 2024 2023 Skilled Nursing/Transitional Care 83.4 % 80.9 % 76.4 % Senior Housing - Leased 89.0 % 89.6 % 90.0 % Behavioral Health, Specialty Hospitals and Other 76.5 % 77.9 % 80.7 % Senior Housing - Managed 85.9 % 84.7 % 82.3 % (1) Occupancy percentage represents the facilities’ average operating occupancy for the period indicated and is calculated by dividing the actual census from the period presented by the available beds/units for the same period.

Item 3. Legal Proceedings

Legal Proceedings — active lawsuits and investigations

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Biggest changeITEM 3. LEGAL PROCEEDINGS For a description of our legal proceedings, see Note 16, “Commitments and Contingencies—Legal Matters” in the Notes to Consolidated Financial Statements included in this Annual Report on Form 10-K, which is incorporated by reference in response to this item. ITEM 4. MINE SAFETY DISCLOSURES Not applicable. 30 PART II
Biggest changeITEM 3. LEGAL PROCEEDINGS For a description of our legal proceedings, see Note 16, “Commitments and Contingencies—Legal Matters” in the Notes to Consolidated Financial Statements included in this 10-K, which is incorporated by reference in response to this item. ITEM 4. MINE SAFETY DISCLOSURES Not applicable. 30 PART II

Item 5. Market for Registrant's Common Equity

Market for Common Equity — stock, dividends, buybacks

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Biggest changeFollowing is the characterization of our annual cash dividends on common stock per share: Year Ended December 31, Common Stock 2024 2023 2022 Non-qualified ordinary dividends $ 1.0600 $ 0.6837 $ 0.8742 Non-dividend distributions 0.1400 0.5163 0.3258 $ 1.2000 $ 1.2000 $ 1.2000 31 Stock Price Performance Graph The following graph compares the cumulative total stockholder return of our common stock for the five-year period ending December 31, 2024.
Biggest changeFollowing is the characterization of our annual cash dividends on common stock per share: Year Ended December 31, Common Stock 2025 2024 2023 Non-qualified ordinary dividends $ 0.9755 $ 1.0600 $ 0.6837 Non-dividend distributions 0.2245 0.1400 0.5163 $ 1.2000 $ 1.2000 $ 1.2000 31 Stock Price Performance Graph The following graph compares the cumulative total stockholder return of our common stock for the five-year period ending December 31, 2025.
For example, while the Senior Notes Indentures and the Credit Agreement permit us to declare and pay any dividend or make any distribution that is necessary to maintain our REIT status, those distributions are subject to certain financial tests under the Senior Notes Indentures, and therefore, the amount of cash distributions we can make to our stockholders may be limited.
For example, while the Senior Notes Indentures, the Credit Agreement and the Term Loan Credit Agreement permit us to declare and pay any dividend or make any distribution that is necessary to maintain our REIT status, those distributions are subject to certain financial tests under the Senior Notes Indentures, and therefore, the amount of cash distributions we can make to our stockholders may be limited.
The graph below assumes that $100 was invested at the close of market on December 31, 2019 in (i) our common stock, (ii) the Nasdaq Composite Index and (iii) the Nareit Health Care Property Sector Total Return Index and assumes the reinvestment of all dividends. Stock price performances shown in the graph are not necessarily indicative of future price performances.
The graph below assumes that $100 was invested at the close of market on December 31, 2020 in (i) our common stock, (ii) the Nasdaq Composite Index and (iii) the Nareit Health Care Property Sector Total Return Index and assumes the reinvestment of all dividends. Stock price performances shown in the graph are not necessarily indicative of future price performances.
We did not repurchase any shares of our common stock during the quarter ended December 31, 2024 or issue any shares of our common stock in a transaction that was not registered under the Securities Act of 1933, as amended.
We did not repurchase any shares of our common stock during the quarter ended December 31, 2025 or issue any shares of our common stock in a transaction that was not registered under the Securities Act of 1933, as amended.
ITEM 5. MARKET FOR REGISTRANT’S COMMON EQUITY, RELATED STOCKHOLDER MATTERS AND ISSUER PURCHASES OF EQUITY SECURITIES Stockholder Information Our common stock is listed on The Nasdaq Stock Market LLC and trades on the Nasdaq Global Select Market under the symbol “SBRA.” At February 12, 2025, we had approximately 3,797 stockholders of record.
ITEM 5. MARKET FOR REGISTRANT’S COMMON EQUITY, RELATED STOCKHOLDER MATTERS AND ISSUER PURCHASES OF EQUITY SECURITIES Stockholder Information Our common stock is listed on The Nasdaq Stock Market LLC and trades on the Nasdaq Global Select Market under the symbol “SBRA.” At February 4, 2026, we had approximately 3,561 stockholders of record.

Item 7. Management's Discussion & Analysis

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

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Biggest changeFurther, our computation of FFO and AFFO may not be comparable to FFO and AFFO reported by other REITs that do not define FFO in accordance with the current Nareit definition or that interpret the current Nareit definition or define AFFO differently than we do. 42 The following table reconciles our calculations of FFO and AFFO for the years ended December 31, 2024, 2023 and 2022, to net income (loss), the most directly comparable GAAP financial measure, for the same periods (in thousands, except share and per share amounts): Year Ended December 31, 2024 2023 2022 Net income (loss) $ 126,712 $ 13,756 $ (77,605) Depreciation and amortization of real estate assets 169,623 183,087 187,782 Depreciation, amortization and impairment of real estate assets related to unconsolidated joint ventures 8,893 8,697 22,095 Net (gain) loss on sales of real estate (2,095) 76,625 12,011 Net gain on sales of real estate related to unconsolidated joint ventures — — (220) Impairment of real estate 18,472 14,332 94,042 Other-than-temporary impairment of unconsolidated joint ventures — — 57,778 FFO 321,605 296,497 295,883 Stock-based compensation expense 8,987 7,917 7,453 Non-cash rental and related revenues (3,856) (8,699) 2,183 Non-cash interest income 29 (372) (2,285) Non-cash interest expense 10,479 12,265 11,094 Non-cash portion of loss on extinguishment of debt — 1,541 411 (Recovery of) provision for loan losses and other reserves (571) 191 141 Deferred tax valuation allowance related to unconsolidated joint ventures — — 19,613 Other adjustments related to unconsolidated joint ventures 472 502 (5,155) Other adjustments 1,043 1,491 3,686 AFFO $ 338,188 $ 311,333 $ 333,024 FFO per diluted common share $ 1.36 $ 1.27 $ 1.28 AFFO per diluted common share $ 1.43 $ 1.33 $ 1.43 Weighted average number of common shares outstanding, diluted: FFO 236,045,862 232,792,778 231,851,542 AFFO 237,116,036 233,883,279 232,784,543 The following table sets forth additional information related to certain other items included in net income (loss) above, and the portions of each that are included in FFO and AFFO, which may be helpful in assessing our operating results.
Biggest changeFurther, our computation of FFO and AFFO may not be comparable to FFO and AFFO reported by other REITs that do not define FFO in accordance with the current Nareit definition or that interpret the current Nareit definition or define AFFO differently than we do. 42 The following table reconciles our calculations of FFO and AFFO for the years ended December 31, 2025, 2024 and 2023, to net income, the most directly comparable GAAP financial measure, for the same periods (in thousands, except share and per share amounts): Year Ended December 31, 2025 2024 2023 Net income attributable to Sabra Health Care REIT, Inc. $ 155,609 $ 126,712 $ 13,756 Depreciation and amortization of real estate assets 186,996 169,623 183,087 Depreciation and amortization of real estate assets related to noncontrolling interests (163) — — Depreciation and amortization of real estate assets related to unconsolidated joint ventures 7,584 8,893 8,697 Net loss (gain) on sales of real estate 3,519 (2,095) 76,625 Impairment of real estate 7,322 18,472 14,332 FFO attributable to Sabra Health Care REIT, Inc. 360,867 321,605 296,497 Stock-based compensation expense 11,360 8,987 7,917 Non-cash rental and related revenues (1,020) (3,856) (8,699) Non-cash interest expense 7,970 10,479 12,265 Non-cash portion of loss on extinguishment of debt (1,730) — 1,541 (Recovery of) provision for loan losses and other reserves (1,047) (571) 191 Other adjustments related to unconsolidated joint ventures 313 472 502 Other adjustments (1) (15,142) 1,072 1,119 AFFO attributable to Sabra Health Care REIT, Inc. $ 361,571 $ 338,188 $ 311,333 FFO attributable to Sabra Health Care REIT, Inc. per diluted common share $ 1.48 $ 1.36 $ 1.27 AFFO attributable to Sabra Health Care REIT, Inc. per diluted common share $ 1.47 $ 1.43 $ 1.33 Weighted average number of common shares outstanding, diluted: FFO 244,497,242 236,045,862 232,792,778 AFFO 245,583,191 237,116,036 233,883,279 (1) Other adjustments for the year ended December 31, 2025 include a $17.2 million gain reclassified from other comprehensive loss related to six terminated interest rate swaps as the related forecasted transactions were determined to be probable not to occur.
The assumptions are generally based on management’s experience in its local real estate markets, and the effects of current market conditions, which are subject to economic and market uncertainties.
The assumptions are generally based on management’s experience in its local real estate markets, and the effects of current market conditions, which are subject to economic and market uncertainties.
Loss on Extinguishment of Debt No loss on extinguishment of debt was recognized during the year ended December 31, 2024.
No loss on extinguishment of debt was recognized during the year ended December 31, 2024.
AFFO is defined as FFO excluding stock-based compensation expense, non-cash rental and related revenues, non-cash interest income, non-cash interest expense, non-cash portion of loss on extinguishment of debt, provision for (recovery of) loan losses and other reserves, non-cash lease termination income and deferred income taxes, as well as other non-cash revenue and expense items (including noncapitalizable acquisition costs, transaction costs related to operator transitions and organizational or other restructuring activities, ineffectiveness gain/loss on derivative instruments, and non-cash revenue and expense amounts related to noncontrolling interests) and our share of non-cash adjustments related to our unconsolidated joint ventures.
AFFO is defined as FFO excluding stock-based compensation expense, non-cash rental and related revenues, non-cash interest income, non-cash interest expense, non-cash portion of loss on extinguishment of debt, provision for (recovery of) loan losses and other reserves, non-cash lease termination income and deferred income taxes, as well as other non-cash revenue and expense items (including noncapitalizable acquisition costs, transaction costs related to operator transitions and organizational or other restructuring activities, gain/loss on derivative instruments, and non-cash revenue and expense amounts related to noncontrolling interests) and our share of non-cash adjustments related to our unconsolidated joint ventures.
These figures do not incorporate any of the estimated value-based purchasing reductions for skilled nursing facilities. The new payment rates became effective on October 1, 2024. Additionally, the proposed rule expands the civil monetary penalties (“CMP”) that can be imposed for noncompliance to allow for more CMPs per instance and per day.
These figures do not incorporate any of the estimated value-based purchasing reductions for skilled nursing facilities. The new payment rates became effective on October 1, 2024. Additionally, the rule expands the civil monetary penalties (“CMP”) that can be imposed for noncompliance to allow for more CMPs per instance and per day.
If at any time we cannot determine that it is probable that substantially all rents over the life of a lease are collectible, rental revenue will be recognized only to the extent of payments received and all receivables associated with the lease will be written off, irrespective of amounts expected to be collectible.
If at any time we cannot determine that it is probable that substantially all rents over the life of a lease are collectible, rental 35 revenue will be recognized only to the extent of payments received, and all receivables associated with the lease will be written off irrespective of amounts expected to be collectible.
Any recoveries of these amounts will be recorded in future periods upon receipt of payment. Write-offs of receivables and any recoveries of previously written-off receivables are recorded as adjustments to rental revenue. 35 Revenue from resident fees and services is recorded monthly as services are provided and includes resident room and care charges, ancillary services charges and other resident charges.
Any recoveries of these amounts will be recorded in future periods upon receipt of payment. Write-offs of receivables and any recoveries of previously written-off receivables are recorded as adjustments to rental revenue. Revenue from resident fees and services is recorded monthly as services are provided and includes resident room and care charges, ancillary services charges and other resident charges.
The allowance for credit losses is a valuation allowance that reflects management’s estimate of losses inherent in the loan portfolio as of the balance sheet date. The reserve is adjusted through provision for loan losses and other reserves on our consolidated statements of income (loss) and is decreased by charge-offs to specific loans.
The allowance for credit losses is a valuation allowance that reflects management’s estimate of losses inherent in the loan portfolio as of the balance sheet date. The reserve is adjusted through provision for loan losses and other reserves on our consolidated statements of income and is decreased by charge-offs to specific loans.
Credit Losses On a quarterly basis, we evaluate the collectability of our loan portfolio, including the portion of unfunded loan commitments expected to be funded, and establish an allowance for credit losses. The allowance for credit losses is calculated 36 using the related amortization schedules, payment histories and loan-to-value ratios.
Credit Losses On a quarterly basis, we evaluate the collectability of our loan portfolio, including the portion of unfunded loan commitments expected to be funded, and establish an allowance for credit losses. The allowance for credit losses is calculated using the related amortization schedules, payment histories and loan-to-value ratios.
In addition, we do not believe that the restrictions under our Senior Notes Indentures (as defined below) or Credit Agreement significantly limit our ability to use our available liquidity for these purposes. Our long-term liquidity requirements consist primarily of future investments in properties, including any improvements or renovations of current or newly-acquired properties, as well as scheduled debt maturities.
In addition, we do not believe that the restrictions under our Senior Notes Indentures or Credit Agreement significantly limit our ability to use our available liquidity for these purposes. Our long-term liquidity requirements consist primarily of future investments in properties, including any improvements or renovations of current or newly-acquired properties, as well as scheduled debt maturities.
However, there can be no assurances regarding the timing and amount of these revenues. Amounts due under the terms of all of our lease agreements are subject to contractual increases, and contingent rental income may be derived from certain lease agreements. No material contingent rental income was derived during the years ended December 31, 2024 and 2023.
However, there can be no assurances regarding the timing and amount of these revenues. Amounts due under the terms of all of our lease agreements are subject to contractual increases, and contingent rental income may be derived from certain lease agreements. No material contingent rental income was derived during the years ended December 31, 2025 and 2024.
The reserve is a valuation allowance that reflects management’s estimate of losses inherent in the interest income receivable balance as of the balance sheet date. The reserve is adjusted through provision for loan losses and other reserves on our consolidated statements of income (loss) and is decreased by charge-offs to specific receivables.
The reserve is a valuation allowance that reflects management’s estimate of losses inherent in the interest income receivable balance as of the 36 balance sheet date. The reserve is adjusted through provision for loan losses and other reserves on our consolidated statements of income and is decreased by charge-offs to specific receivables.
On February 23, 2023, we established an at-the-market equity offering program (the “ATM Program”) pursuant to which shares of our common stock having an aggregate gross sales price of up to $500.0 million may be sold from time to time (i) by us through a consortium of banks acting as sales agents or directly to the banks acting as principals or (ii) by a consortium of banks acting as forward sellers on behalf of any forward purchasers pursuant to a forward sale agreement.
On February 23, 2023, we established an at-the-market equity offering program (the “Prior ATM Program”) pursuant to which shares of our common stock having an aggregate gross sales price of up to $500.0 million may be sold from time to time (i) by us through a consortium of banks acting as sales agents or directly to the banks acting as principals or (ii) by a consortium of banks acting as forward sellers on behalf of any forward purchasers pursuant to a forward sale agreement.
(2) Represents the dollar amount increase (decrease) for the year ended December 31, 2024 compared to the year ended December 31, 2023 that is not a direct result of investments/dispositions made after January 1, 2023.
(2) Represents the dollar amount increase (decrease) for the year ended December 31, 2025 compared to the year ended December 31, 2024 that is not a direct result of investments/dispositions made after January 1, 2024.
See Note 9, “Debt,” in the Notes to Consolidated Financial Statements and “Subsidiary Issuer and Guarantor Financial Information” below for additional information concerning the Senior Notes, including information regarding the indentures and agreements governing the Senior Notes (the “Senior Notes Indentures”). As of December 31, 2024, we were in compliance with all applicable covenants under the Senior Notes Indentures.
See Note 9, “Debt,” in the Notes to Consolidated Financial Statements and “Subsidiary Issuer and Guarantor Financial Information” below for additional information concerning the Senior Notes, including information regarding the indentures and 45 agreements governing the Senior Notes (the “Senior Notes Indentures”). As of December 31, 2025, we were in compliance with all applicable covenants under the Senior Notes Indentures.
We have filed a shelf registration statement with the SEC that expires in November 2025, which allows us to offer and sell shares of common stock, preferred stock, warrants, rights, units, and certain of our subsidiaries to offer and sell debt securities, through underwriters, dealers or agents or directly to purchasers, on a continuous or delayed basis, in amounts, at prices and on terms we determine at the time of the offering, subject to market conditions.
We have filed a shelf registration statement with the SEC that expires in August 2028, which allows us to offer and sell shares of common stock, preferred stock, warrants, rights, units, and certain of our subsidiaries to offer and sell debt securities, through underwriters, dealers or agents or directly to purchasers, on a continuous or delayed basis, in amounts, at prices and on terms we determine at the time of the offering, subject to market conditions.
Other Income During the year ended December 31, 2024, we recognized $2.7 million of other income related to insurance proceeds received related to a fire that occurred at one of our Senior Housing - Managed communities, including $ 1.7 million of bu siness interruption insurance income and a $0.5 million gain on insurance proceeds related to the damage incurred at the facility, and a $0.5 million gain related to our cross currency interest rate swaps.
During the year ended December 31, 2024, we recognized $2.7 million of other income related to insurance proceeds received related to a fire that occurred at one of our Senior Housing - Managed communities in 2022, including $1.7 million of business interruption insurance income and a $0.5 million gain on insurance proceeds related to the damage incurred at the facility, and a $0.5 million gain related to our cross currency interest rate swaps.
A discussion of our results of operations for the year ended December 31, 2022 is included in the “Management’s Discussion and Analysis of Financial Condition and Results of Operations—Results of Operations—Comparison of results of operations for the years ended December 31, 2023 and 2022” section in Part II, Item 7 of our Annual Report on Form 10-K for the year ended December 31, 2023.
A discussion of our results of operations for the year ended December 31, 2023 is included in the “Management’s Discussion and Analysis of Financial Condition and Results of Operations—Results of Operations—Comparison of results of operations for the years ended December 31, 2024 and 2023” section in Part II, Item 7 of our Annual Report on Form 10-K for the year ended December 31, 2024.
In addition, we are required to measure other financial instruments and balances at fair value on a non-recurring basis (e.g., carrying value of impaired loans receivable and long-lived assets).
Fair Value Measurements Under GAAP, we are required to measure certain financial instruments at fair value on a recurring basis. In addition, we are required to measure other financial instruments and balances at fair value on a non-recurring basis (e.g., carrying value of impaired loans receivable and long-lived assets).
Critical Accounting Policies and Estimates Below is a discussion of the accounting policies that management considers critical in that they involve significant management judgments and assumptions, require estimates about matters that are inherently uncertain and because they are important for understanding and evaluating our reported financial results.
See “ — Liquidity and Capital Resources.” Critical Accounting Policies and Estimates Below is a discussion of the accounting policies that management considers critical in that they involve significant management judgments and assumptions, require estimates about matters that are inherently uncertain and because they are important for understanding and evaluating our reported financial results.
As of December 31, 2023, our investment portfolio consisted of 378 real estate properties held for investment, 14 investments in loans receivable, five preferred equity investments and two investments in unconsolidated joint ventures.
As of December 31, 2024, our investment portfolio consisted of 364 real estate properties held for investment, 14 investments in loans receivable, five preferred equity investments and two investments in unconsolidated joint ventures.
Market Trends and Uncertainties Our operations have been and are expected to continue to be impacted by economic and market conditions. Increases in interest rates, labor shortages, inflation and increased volatility in public equity and fixed income markets have led to increased costs and limited the availability of capital.
Market Trends and Uncertainties Our operations have been and are expected to continue to be impacted by economic and market conditions. Increases in operating expenses, inflation and increased volatility in public equity and fixed income markets have led to increased costs and limited the availability of capital.
In addition, we may seek financing from U.S. government agencies, including through Fannie Mae, Freddie Mac and HUD, in appropriate circumstances in connection with acquisitions. Cash Flows from Operating Activities Net cash provided by operating activities was $310.5 million for the year ended December 31, 2024.
In addition, we may seek financing from U.S. government agencies, including through Fannie Mae, Freddie Mac and HUD, in appropriate circumstances in connection with acquisitions. 44 Cash Flows from Operating Activities Net cash provided by operating activities was $348.6 million for the year ended December 31, 2025.
We also expect to fund capital expenditures related to our Senior Housing - Managed communities. In addition, as of December 31, 2024, we have committed to provide up to $1.4 million of future funding related to two loan receivable investments. Dividends.
We also expect to fund capital expenditures related to our Senior Housing - Managed communities. In addition, as of December 31, 2025, we have committed to provide up to $0.5 million of future funding related to two loan receivable investments. Dividends.
As of December 31, 2024, eight of our properties held for investment were subject to secured indebtedness to third parties, and our secured debt consisted of the following (dollars in thousands): Interest Rate Type Principal Balance (1) Weighted Average Interest Rate Maturity Date Fixed Rate $ 46,110 2.85 % May 2031 - August 2051 (1) Principal balance does not include deferred financing costs, net of $0.8 million as of December 31, 2024.
As of December 31, 2025, eight of our properties held for investment were subject to secured indebtedness to third parties, and our secured debt consisted of the following (dollars in thousands): Interest Rate Type Principal Balance (1) Weighted Average Interest Rate Maturity Date Fixed Rate $ 44,021 2.86 % May 2031 - August 2051 (1) Principal balance does not include deferred financing costs, net of $0.7 million as of December 31, 2025.
As of December 31, 2024, our aggregate commitment for future capital and other expenditures related to facilities leased under triple-net operating leases was approximately $16 million, of which $13 million will directly result in incremental rental income, and approximately $6 million will be spent over the next 12 months.
As of December 31, 2025, our aggregate commitment for future capital and other expenditures related to facilities leased under triple-net operating leases was approximately $17 million, of which $15 million will directly result in incremental rental income, and approximately $7 million will be spent over the next 12 months.
Triple-Net Portfolio Operating Expenses During the year ended December 31, 2024, we recognized $17.1 million of triple-net portfolio operating expenses compared to $17.9 million for the year ended December 31, 2023.
Triple-Net Portfolio Operating Expenses During the year ended December 31, 2025, we recognized $14.5 million of triple-net portfolio operating expenses compared to $17.1 million for the year ended December 31, 2024.
We consider the following factors to be indicators of non-orderly transactions: (i) there was not adequate exposure to the market for a period before the measurement date to allow for marketing activities that are usual and customary for transactions involving such assets or liabilities under current market conditions, (ii) there was a usual and customary marketing period, but the seller marketed the asset or liability to a single market participant, (iii) the seller is in or near bankruptcy or receivership (that is, distressed), or the seller was required to sell to meet regulatory or legal requirements (that is, forced), and (iv) the transaction price is an outlier when compared with other recent transactions for the same or similar assets or liabilities.
We consider the following factors to be indicators of non-orderly transactions: (i) there was not adequate exposure to the market for a period before the measurement date to allow for marketing activities that are usual and customary for transactions involving such assets or liabilities under current market conditions, (ii) there was a usual and customary marketing period, but the seller marketed the asset or liability to a single market participant, (iii) the seller is in or near bankruptcy or receivership (that is, distressed), or the seller was required to sell to meet regulatory or legal requirements (that is, forced), and (iv) the transaction price is an outlier when compared with other recent transactions for the same or similar assets or liabilities. 38 Recently Issued Accounting Standards Updates See Note 2, “Summary of Significant Accounting Policies,” in the Notes to Consolidated Financial Statements for information concerning recently issued accounting standards updates.
The Credit Agreement also contains an accordion feature that can increase the total available borrowings to $2.75 billion (from U.S. $1.4 billion plus CAD $150.0 million), subject to terms and conditions.
The Credit Agreement and Term Loan Credit Agreement each contain an accordion feature that can increase the total available borrowings to $2.75 billion (from U.S. $1.4 billion plus CAD $150.0 million) and to $1.0 billion (from $500.0 million), respectively, subject to terms and conditions.
Net Gain (Loss) on Sales of Real Estate During the year ended December 31, 2024, we recognized an aggregate net gain of $2.1 million related to the disposition of 17 skilled nursing/transitional care facilities and one behavioral health facility.
Net (Loss) Gain on Sales of Real Estate During the year ended December 31, 2025, we recognized an aggregate net loss of $3.5 million primarily related to the disposition of 14 skilled nursing/transitional care facilities and one behavioral health facility.
Our senior unsecured notes consisted of the following (collectively, the “Senior Notes”) as of December 31, 2024 (dollars in thousands): Title Maturity Date Principal Balance (1) 5.125% senior unsecured notes due 2026 (the “2026 Notes”) August 15, 2026 $ 500,000 5.88% senior unsecured notes due 2027 (the “2027 Notes”) May 17, 2027 100,000 3.90% senior unsecured notes due 2029 (the “2029 Notes”) October 15, 2029 350,000 3.20% senior unsecured notes due 2031 (the “2031 Notes”) December 1, 2031 800,000 $ 1,750,000 (1) Principal balance does not include discount, net of $5.0 million and deferred financing costs, net of $9.0 million as of December 31, 2024.
Our senior unsecured notes consisted of the following (collectively, the “Senior Notes”) as of December 31, 2025 (dollars in thousands): Title Maturity Date Principal Balance (1) 5.38% senior unsecured notes due 2027 (“2027 Notes”) May 17, 2027 $ 100,000 3.90% senior unsecured notes due 2029 (“2029 Notes”) October 15, 2029 350,000 3.20% senior unsecured notes due 2031 (“2031 Notes”) December 1, 2031 800,000 $ 1,250,000 (1) Principal balance does not include discount, net of $6.9 million and deferred financing costs, net of $7.4 million as of December 31, 2025.
Rental and Related Revenues During the year ended December 31, 2024, we recognized $381.5 million of rental income compared to $376.3 million for the year ended December 31, 2023.
Rental and Related Revenues During the year ended December 31, 2025, we recognized $374.1 million of rental income compared to $381.5 million for the year ended December 31, 2024.
For the years ended December 31, 2024, 2023 and 2022, our aggregate capital expenditures were $54.7 million, $84.9 million and $54.5 million, respectively.
Capital and Other Expenditures and Funding Commitments. For the years ended December 31, 2025, 2024 and 2023, our aggregate capital expenditures were $41.5 million, $54.7 million and $84.9 million, respectively.
We paid dividends of $280.2 million on our common stock during the year ended December 31, 2024. On February 3, 2025, our board of directors declared a quarterly cash dividend of $0.30 per share of common stock. The dividend will be paid on February 28, 2025 to common stockholders of record as of February 14, 2025.
We paid dividends of $289.5 million on our common stock during the year ended December 31, 2025. On February 2, 2026, our board of directors declared a quarterly cash dividend of $0.30 per share of common stock. The dividend will be paid on February 27, 2026 to common stockholders of record as of February 13, 2026.
The aggregate summarized balance sheet information as of December 31, 2024 and 2023 and aggregate summarized statement of loss information for the year ended December 31, 2024 is as follows (in thousands): As of December 31, 2024 2023 Total assets $ 92,968 $ 72,730 Total liabilities 2,295,145 2,272,119 Year Ended December 31, 2024 Total revenues $ 1,111 Total expenses 151,261 Net loss (150,199) Concentration of Credit Risk Concentrations of credit risk arise when a number of tenants or obligors related to our investments are engaged in similar business activities, or activities in the same geographic region, or have similar economic features that would cause their ability to meet contractual obligations, including those to us, to be similarly affected by changes in economic conditions.
The aggregate summarized balance sheet information as of December 31, 2025 and 2024 and aggregate summarized statement of loss information for the year ended December 31, 2025 is as follows (in thousands): As of December 31, 2025 2024 Total assets $ 79,440 $ 92,968 Total liabilities 2,397,026 2,295,145 Year Ended December 31, 2025 Total revenues $ 4,018 Total expenses 156,032 Net loss 138,687 Concentration of Credit Risk Concentrations of credit risk arise when a number of tenants or obligors related to our investments are engaged in similar business activities, or activities in the same geographic region, or have similar economic features that would cause their ability to meet contractual obligations, including those to us, to be similarly affected by changes in economic conditions.
Resident Fees and Services During the year ended December 31, 2024, we recognized $284.6 million of resident fees and services compared to $236.2 million for the year ended December 31, 2023.
Resident Fees and Services During the year ended December 31, 2025, we recognized $356.9 million of resident fees and services compared to $284.6 million for the year ended December 31, 2024.
Depreciation and Amortization During the year ended December 31, 2024, we incurred $169.6 million of depreciation and amortization expense compared to $183.1 million for the year ended December 31, 2023.
Depreciation and Amortization During the year ended December 31, 2025, we incurred $187.0 million of depreciation and amortization expense compared to $169.6 million for the year ended December 31, 2024.
Under step two, the tax benefit is measured as the largest amount of benefit (determined on a cumulative probability basis) that is more likely than not to be realized upon ultimate settlement.
Under step two, the tax benefit is measured as the largest amount of benefit (determined on a cumulative probability basis) that is more likely than not to be realized upon ultimate settlement. We will recognize tax penalties relating to unrecognized tax benefits as additional tax expense.
Please refer to “—Results of Operations” above for additional information regarding these items (in millions): Year Ended December 31, 2024 2023 2022 2024 2023 2022 2024 2023 2022 Net Income (Loss) FFO AFFO Rental and related revenues: Rental and related revenue write-offs / lease intangible amortization acceleration $ 6.0 $ 2.5 $ 15.8 $ 6.0 $ 2.5 $ 15.8 $ 0.7 $ — $ 0.1 Interest and other income: Lease termination income 0.2 — 2.5 0.2 — 2.5 0.2 — 2.5 (Recovery of) provision for loan losses and other reserves (0.6) 0.2 0.1 (0.6) 0.2 0.1 — — — Loss on extinguishment of debt — 1.5 0.4 — 1.5 0.4 — — — Other income (expense): Insurance income 2.2 4.2 — 2.2 4.2 — 2.2 4.2 — Liquidity and Capital Resources As of December 31, 2024, we had approximately $980.0 million in liquidity, consisting of unrestricted cash and cash equivalents of $60.5 million, available borrowings under our Revolving Credit Facility of $893.4 million and $26.1 million 43 related to shares outstanding under forward sale agreements under our ATM Program.
Please refer to “—Results of Operations” above for additional information regarding these items (in millions): Year Ended December 31, 2025 2024 2023 2025 2024 2023 2025 2024 2023 Net Income FFO AFFO Rental and related revenues: Rental and related revenue write-offs $ (7.8) $ (6.0) $ (2.5) $ (7.8) $ (6.0) $ (2.5) $ — $ (0.7) $ — Interest and other income: Lease termination income 2.8 0.2 — 2.8 0.2 — 2.8 0.2 — Recovery of (provision for) loan losses and other reserves 1.0 0.6 (0.2) 1.0 0.6 (0.2) — — — Loss on extinguishment of debt (1.2) — (1.5) (1.2) — (1.5) (2.9) — — Other income (expense): Non-cash gain on interest rate swaps 17.2 — — 17.2 — — — — — Lease termination expense (1.2) — — (1.2) — — (1.2) — — Transition costs (3.5) (0.3) (0.1) (3.5) (0.3) (0.1) (3.5) (0.3) (0.1) Insurance income 1.7 2.2 4.2 1.7 2.2 4.2 1.7 2.2 4.2 43 Liquidity and Capital Resources As of December 31, 2025, we had approximately $1.2 billion in liquidity, consisting of unrestricted cash and cash equivalents of $71.5 million, available borrowings under our Revolving Credit Facility of $782.4 million and an aggregate $322.7 million related to shares outstanding under forward sale agreements under our Prior ATM Program and ATM Program.
During the year ended December 31, 2024, we incurred $115.3 million of interest expense compared to $113.0 million for the year ended December 31, 2023.
During the year ended December 31, 2025, we incurred $112.5 million of interest expense compared to $115.3 million for the year ended December 31, 2024.
The initial carrying value of the investment is based on the amount paid to purchase the joint venture interest. Differences between our cost basis and the basis reflected at the joint venture level are generally amortized over the lives of the related assets and liabilities, and such amortization is included in our share of earnings of the joint venture.
Differences between our cost basis and the basis reflected at the joint venture level are generally amortized over the lives of the related assets and liabilities, and such amortization is included in our share of earnings of the joint venture.
The $2.3 million net increase is primarily related to a $4.1 million increase in interest expense related to borrowings under the Credit Agreement, partially offset by a $1.8 million decrease in non-cash interest expense related to our interest rate hedges.
The $2.8 million net decrease is primarily related to a $3.5 million decrease in non-cash interest expense related to our interest rate hedges, partially offset by a $0.7 million increase in interest expense related to the Credit Agreement primarily due to an increase in the effective interest rates.
Impairment of Real Estate During the year ended December 31, 2024, we recognized an $18.5 million impairment of real estate primarily related to six facilities that were sold or are expected to be sold. During the year ended December 31, 2023, we recognized a $14.3 million impairment of real estate related to three facilities that have sold.
Impairment of Real Estate During the year ended December 31, 2025, we recognized a $7.3 million impairment of real estate related to two closed facilities and one facility that is expected to be sold. During the year ended December 31, 2024, we recognized an $18.5 million impairment of real estate primarily related to six facilities that have sold.
Operating cash inflows were derived primarily from the rental payments received under our lease agreements, resident fees and services net of the corresponding operating expenses, and interest payments from borrowers under our loan and preferred equity investments. Operating cash outflows consisted primarily of interest payments on borrowings and payment of general and administrative expenses, including corporate overhead.
Operating cash inflows were derived primarily from the rental payments received under our lease agreements, resident fees and services net of the corresponding operating expenses, interest payments from borrowers under our loan and preferred equity investments and distributions from our unconsolidated joint ventures.
As of December 31, 2024, 1.5 million shares remained outstanding under the forward sale agreements, with an initial weighted average price of $17.33 per share, net of commissions. No other shares were sold under the ATM Program during the year ended December 31, 2024. As of December 31, 2024, we had $382.8 million available under the ATM Program.
As of December 31, 2025, 3.2 million shares remained outstanding under the Prior ATM Program’s forward sale agreements, with an initial weighted average price of $18.10 per share, net of commissions. No other shares were sold under the Prior ATM Program during the year ended December 31, 2025.
We regularly monitor the effects of economic and market conditions on our operations and financial position, as well as on the operations and financial position of our tenants and borrowers, in order to respond and adapt to the ongoing changes in 33 our operating environment.
We regularly monitor the effects of economic and market conditions, as well as actions by national, state and local government administrations and regulatory agencies that affect healthcare policy and general market conditions, on our operations and financial position, as well as on the operations and financial position of our tenants and borrowers, in order to respond and adapt to the ongoing changes in our operating environment.
Our estimated interest and facility fee payments based on principal amounts of debt outstanding as of December 31, 2024, applicable interest rates in effect as of December 31, 2024, and including the impact of interest rate swaps are $102.8 million in 2025, $102.7 million in 2026, $65.8 million in 2027, $40.6 million in 2028, $40.3 million in 2029 and $60.6 million thereafter. 45 Capital and Other Expenditures and Funding Commitments.
Our estimated interest and facility fee payments based on principal amounts of debt outstanding as of December 31, 2025, applicable interest rates in effect as of December 31, 2025, and including the impact of interest rate swaps are $105.0 million in 2026, $89.3 million in 2027, $40.9 million in 2028, $63.8 million in 2029, $40.2 million in 2030 and $34.0 million thereafter.
On July 31, 2023, CMS issued a final rule regarding fiscal year 2024 Medicare rates for skilled nursing facilities providing an estimated net increase of 4.0% compared to fiscal year 2023 comprised of an increase as a result of an update to the payment rates of 6.4% (which is based on (i) a market basket increase of 3.0% plus (ii) a market basket forecast error adjustment of 3.6% and less (iii) a productivity adjustment of 0.2%), partially offset by the second phase of the recalibrated PDPM parity adjustment of 2.3%.
On July 31, 2025, CMS issued a final rule regarding fiscal year 2026 Medicare rates for skilled nursing facilities providing an estimated net increase of 3.2% compared to fiscal year 2025 (comprised of (i) a market basket increase of 3.3% 47 plus (ii) a market basket forecast error adjustment of 0.6% and less (iii) a productivity adjustment of 0.7%).
We evaluate our tax positions using a two-step approach: step one (recognition) occurs when we conclude that a tax position, based solely on its technical merits, is more likely than not to be sustained upon examination, and step two (measurement) is only addressed if step one has been satisfied (i.e., the position is more likely than not to be sustained).
Any increase or decrease in the valuation allowance that results from a change in circumstances, and that causes a change in our judgment about the realizability of the related deferred tax asset, is included in the tax provision when such changes occur. 37 We evaluate our tax positions using a two-step approach: step one (recognition) occurs when we conclude that a tax position, based solely on its technical merits, is more likely than not to be sustained upon examination, and step two (measurement) is only addressed if step one has been satisfied (i.e., the position is more likely than not to be sustained).
During the year ended December 31, 2024, we utilized the forward feature of the ATM Program to allow for the sale of up to 7.5 million shares of our common stock at an initial weighted average price of $15.47 per share, net of commissions, and we settled 6.0 million shares at a weighted average net price of $14.90 per share, after commissions and fees, resulting in net proceeds of $89.2 million.
During the year ended December 31, 2025, we utilized the forward feature of the Prior ATM Program to allow for the sale of up to 15.3 million shares of our common stock at an initial weighted average price of $17.69 per share, net of commissions, and we issued 13.6 million shares in settlement of certain outstanding forward sale agreements, at a weighted average net price of $17.26 per share, after commissions and fees, resulting in net proceeds of $234.8 million.
Reduced or modified rental and debt service amounts could result in the determination that the full amounts of our investments are not recoverable, which could result in an impairment charge. If our tenants and borrowers default on these obligations, such defaults could materially and adversely affect our results of operations and liquidity, in addition to resulting in potential impairment charges.
If our tenants and borrowers default on these obligations, such defaults could result in the determination that the full amounts of our investments are not recoverable, which could result in an impairment charge.
This aggregate summarized financial information has been prepared from the books and records maintained by us and the Operating Partnership.
In accordance with Regulation S-X, the following aggregate summarized financial information is provided for Sabra and the Operating Partnership. This aggregate summarized financial information has been prepared from the books and records maintained by us and the Operating Partnership.
These decreases are partially offset by a $4.9 million increase from properties acquired after January 1, 2023 and a $1.9 million increase from additions to real estate. Interest Expense We incur interest expense comprised of costs of borrowings plus the amortization of deferred financing costs related to our indebtedness.
These increases are partially offset by a $3.6 million decrease from properties disposed of after January 1, 2024 and a $1.4 million decrease due to assets that have been fully depreciated. Interest We incur interest expense comprised of costs of borrowings plus the amortization of deferred financing costs related to our indebtedness.
Our portfolio of 364 real estate properties held for investment as of December 31, 2024 is diversified by location across the U.S. and Canada.
Our portfolio of 360 real estate properties held for investment as of December 31, 2025 is diversified by location across the U.S. and Canada. For the year ended December 31, 2025, no tenant relationship represented 10% or more of our total revenues.
Expected residual profit is defined as the amount of profit, whether called interest or another name, such as an equity kicker, above a reasonable amount of interest and fees expected to be earned by a lender.
Expected residual profit is defined as the amount of profit, whether called interest or another name, such as an equity kicker, above a reasonable amount of interest and fees expected to be earned by a lender. 34 As it relates to investments in joint ventures, we assess any partners’ rights and their impact on the presumption of control of the partnership by any single partner.
We reassess our determination of which entity controls the joint venture if: there is a change to the terms or in the exercisability of the rights of any partners or members, the general partner or managing member increases or decreases its ownership interests, or there is an increase or decrease in the number of outstanding ownership interests. 34 Real Estate Investments and Rental Revenue Recognition Real Estate Acquisition Valuation All assets acquired and liabilities assumed in an acquisition of real estate accounted for as a business combination are measured at their acquisition date fair values.
We reassess our determination of which entity controls the joint venture if: there is a change to the terms or in the exercisability of the rights of any partners or members, the general partner or managing member increases or decreases its ownership interests, or there is an increase or decrease in the number of outstanding ownership interests.
The net increase of $2.1 million is due to (i) a $1.5 million increase from investments made after January 1, 2023, (ii) a $0.7 million increase due to increased fundings for existing investments, (iii) a $0.4 million increase in bank interest income and (iv) a $0.2 million lease termination payment primarily related to one skilled nursing/transitional care facility that was sold during 2024, partially offset by a $0.7 million decrease in income from investments repaid after January 1, 2023.
The net increase of $6.5 million is due to (i) a $3.1 million increase in late fee income, (ii) a $2.5 million increase in lease termination income, and (iii) a $1.1 million increase from investments made after January 1, 2024, partially offset by a $0.7 million decrease from investments repaid after January 1, 2024 .
Medicare reimburses skilled nursing facilities for Medicare Part A services under the Prospective Payment System (“PPS”), as implemented pursuant to the Balanced Budget Act of 1997 and modified pursuant to subsequent laws, most recently the Patient Protection and Affordable Care Act of 2010.
Medicare Reimbursement Rates For the year ended December 31, 2025, 35.6% of our revenues was derived directly or indirectly from skilled nursing/transitional care facilities. Medicare reimburses skilled nursing facilities for Medicare Part A services under the Prospective Payment System (“PPS”), as implemented pursuant to the Balanced Budget Act of 1997 and modified pursuant to subsequent laws.
The $32.7 million net increase is due to (i) a $19.1 million increase related to seven facilities that were transitioned to Senior Housing - Managed communities after January 1, 2023, (ii) a $6.9 million increase related to four Senior Housing - Managed communities acquired after January 1, 2023, (iii) a $3.1 million increase in employee compensation primarily due to increased labor rates and staffing, (iv) a $2.1 million increase in management fees, dining expenses and housekeeping costs due to increased occupancy, (v) a $1.4 million increase in marketing, administrative and corporate overhead expenses and (vi) a $0.4 million increase in taxes primarily due to changes in estimates.
The $46.6 million net increase is primarily due to (i) a $27.0 million increase related to 14 Senior Housing - Managed communities acquired after January 1, 2024, (ii) a $12.3 million increase related to nine facilities that were transitioned to Senior Housing - Managed communities after January 1, 2024 , (iii) a $3.3 million increase in employee compensation primarily due to increased labor rates and staffing, (iv) a $1.7 million increase in management fees, dining expenses and housekeeping costs due to increased occupancy, (v) a $1.2 million increase related to one Senior Housing - Managed community that was closed due to a fire in 2022 and did not fully reopen until November 2024, (vi) a $1.1 million increase in utilities primarily due to increased rates and usage and (vii) a $0.4 million increase in property taxes, partially offset by a $0.8 million decrease in repairs and maintenance expense.
(Recovery of) Provision for Loan Losses During the years ended December 31, 2024 and 2023, we recognized a $0.6 million recovery of and a $0.2 million provision for loan losses, respectively, associated with our loans receivable investments.
These increases are partially offset by a $0.7 million decrease in insurance expense due to lower rates. Recovery of Loan Losses During the years ended December 31, 2025 and 2024, we recognized a $1.0 million and a $0.6 million recovery of loan losses, respectively, associated with our loans receivable investments.
These figures do not incorporate any of the estimated value-based purchasing reductions for skilled nursing facilities. The new payment rates became effective on October 1, 2023. On April 22, 2024, CMS issued a final rule that establishes minimum nurse staffing requirements for long-term care facilities (the “Minimum Staffing Standards”).
These figures do not incorporate any of the estimated value-based purchasing reductions for skilled nursing facilities. The new payment rates became effective on October 1, 2025.
During the year ended December 31, 2024, we recognized $37.2 million of interest and other income compared to $35.1 million for the year ended December 31, 2023.
Interest and Other Income Interest and other income primarily consists of income earned on our loans receivable investments and preferred returns earned on our preferred equity investments. During the year ended December 31, 2025, we recognized $43.6 million of interest and other income compared to $37.2 million for the year ended December 31, 2024.
Therefore, our ability to make required payments with respect to our indebtedness (including the Senior Notes) and other obligations depends on the financial results and condition of our subsidiaries and our ability to receive funds from our subsidiaries. In accordance with Regulation S-X, the following aggregate summarized financial information is provided for Sabra and the Operating Partnership.
We conduct all of our business through and derive virtually all of our income from our subsidiaries. Therefore, our ability to make required payments with respect to our indebtedness (including the Senior Notes) and other obligations depends on the financial results and condition of our subsidiaries and our ability to receive funds from our subsidiaries.
Investment in Unconsolidated Joint Ventures We report investments in unconsolidated entities over whose operating and financial policies we have the ability to exercise significant influence under the equity method of accounting. Under this method of accounting, our share of the investee’s earnings or losses is included in our consolidated statements of income (loss).
These charges are combined and accounted for as a single lease component. Investment in Unconsolidated Joint Ventures We report investments in unconsolidated entities over whose operating and financial policies we have the ability to exercise significant influence under the equity method of accounting.
The $5.2 million net increase in rental income is related to (i) a $6.8 million net increase in rental and related revenues related to leases that are no longer accounted for on an accrual basis, (ii) a $6.2 million increase from properties acquired after January 1, 2023, (iii) a $2.4 million increase due to incremental revenue related to capital expenditures, (iv) a $2.2 million increase due to lease amendments and annual rental increases based on changes in the Consumer Price Index and (v) a $1.6 million increase from properties that were transitioned to new operators.
These decreases are partially offset by (i) a $7.4 million net increase in non-cash rent as the result of changing our estimates of collectability for certain leases within our triple-net leased portfolio, (ii) a $6.0 million increase due to lease amendments and annual rental increases based on changes in the Consumer Price Index, (iii) a $2.5 million net increase in cash revenue related to percentage rent, expense recoveries and leases that are not accounted for on an accrual basis and (iv) a $1.4 million increase from properties acquired after January 1, 2024 .
Loss from Unconsolidated Joint Ventures During the year ended December 31, 2024, we recognized $0.4 million of loss from our unconsolidated joint ventures compared to $2.9 million of loss for the year ended December 31, 2023.
During the year ended December 31, 2024, we recognized an aggregate net gain of $2.1 million related to the disposition of 17 skilled nursing/transitional care facilities and one behavioral health facility. 41 Income (Loss) from Unconsolidated Joint Ventures During the year ended December 31, 2025, we recognized $3.9 million of income from our unconsolidated joint ventures compared to $0.4 million of loss for the year ended December 31, 2024.
Cash Flows from Investing Activities During the year ended December 31, 2024, net cash used in investing activities was $109.0 million and included $136.4 million used for the acquisition of four facilities, $54.7 million used for additions to real estate, $21.6 million used to provide funding for loans receivable, $2.8 million used to provide funding for a preferred equity investment and $1.3 million used for the investment in an unconsolidated joint venture, partially offset by $96.0 million of net proceeds from the sales of real estate, $5.9 million in repayments of preferred equity investments, $3.6 million in repayments of loans receivable and $2.4 million in insurance proceeds. 44 Cash Flows from Financing Activities During the year ended December 31, 2024, net cash used in financing activities was $181.6 million and included $280.2 million of dividends paid to stockholders, $2.0 million of principal repayments on secured debt and $0.1 million of payments of deferred financing costs related to the Credit Agreement, partially offset by $86.1 million of proceeds from shares sold through our ATM Program, net of related costs and payroll costs related to the issuance of common stock pursuant to equity compensation arrangements, and $14.6 million of net proceeds from our Revolving Credit Facility.
Cash Flows from Financing Activities During the year ended December 31, 2025, net cash provided by financing activities was $40.8 million and included $500.0 million of proceeds from the Term Loan Credit Agreement, $227.8 million of proceeds from shares sold through our Prior ATM Program, net of costs related to payroll tax payments related to the issuance of common stock pursuant to equity compensation arrangements, $109.8 million of net proceeds from our Revolving Credit Facility and $2.0 million of contributions from noncontrolling interests, partially offset by $500.0 million of principal payments to redeem the 2026 Notes (as defined below), $289.5 million of dividends paid to stockholders, $4.4 million of payments of deferred financing costs primarily related to the Term Loan Credit Agreement, $2.9 million of payments to noteholders for the early redemption of the 2026 Notes and $2.1 million of principal repayments on secured debt.
Acquisitions During the year ended December 31, 2024, we acquired three Senior Housing - Managed communities and one Senior Housing - Leased community for aggregate consideration of $136.4 million, including acquisition costs. See Note 3, “Recent Real Estate Acquisitions (Consolidated),” in the Notes to Consolidated Financial Statements for additional information regarding these acquisitions.
See Note 3, “Recent Real Estate Acquisitions (Consolidated),” in the Notes to Consolidated Financial Statements for additional information regarding these investments. 33 Dispositions During the year ended December 31, 2025, we completed the sale of 14 skilled nursing/transitional care facilities and one behavioral health facility for aggregate consideration, net of closing costs, of $88.5 million.
We continue to evaluate additional assets for sale as part of our initiative to recycle capital and further improve our portfolio quality.
The net carrying value of the assets and liabilities of these facilities was $92.0 million, which resulted in an aggregate $3.5 million net loss on sale. We continue to evaluate additional assets for sale as part of our initiative to recycle capital and further improve our portfolio quality.
The $0.9 million net decrease is primarily due to a $1.3 million decrease due to facilities that have since transitioned to new operators who are now paying the property taxes directly and a $0.4 million decrease from properties disposed of after January 1, 2023.
The $2.6 million net decrease is due to a $1.9 million decrease related to facilities that were transitioned to new operators who are now paying property taxes directly and a $0.6 million decrease from properties disposed of after January 1, 2024. 40 Senior Housing - Managed Portfolio Operating Expenses During the year ended December 31, 2025, we recognized $256.6 million of Senior Housing - Managed portfolio operating expenses compared to $210.0 million for the year ended December 31, 2024.
The $2.6 million net increase is related to a $3.2 million increase in compensation, including a $1.0 million increase in stock-based compensation, for our teammates as a result of changes in performance-based payout assumptions on compensation and annual salary adjustments, partially offset by a $0.5 million decrease in insurance expense.
The $3.6 million net increase is primarily related to a $3.1 million net increase in compensation driven by changes in performance-based payout assumptions on incentive compensation and annual salary adjustments and a $1.0 million increase in legal and professional fees due to increased transaction activity.
This income is partially offset by $1.5 million of transition-related expenses related to the transition of 14 Senior Housing - Managed communities to new operators in 2023.
This was partially offset by $3.5 million of transition expenses related to the transition of Senior Housing - Managed communities to new operators and $1.2 million of lease termination expense related to the transition of four facilities from our triple-net portfolio to Senior Housing - Managed communities.
Subsidiary Issuer and Guarantor Financial Information. In connection with the Operating Partnership’s assumption of the 2026 Notes, we have fully and unconditionally guaranteed the 2026 Notes. The 2029 Notes and 2031 Notes are issued by the Operating Partnership and guaranteed, fully and unconditionally, by us.
Subsidiary Issuer and Guarantor Financial Information. The 2029 Notes and 2031 Notes are issued by the Operating Partnership and guaranteed, fully and unconditionally, by us. 46 These guarantees are subordinated to all existing and future senior debt and senior guarantees of us, as guarantor, and are unsecured.
Funds from Operations and Adjusted Funds from Operations We believe that net income as defined by GAAP is the most appropriate earnings measure.
Income Tax Expense During the years ended December 31, 2025 and 2024, we recognized $1.8 million and $1.0 million of income tax expense, respectively. The $0.8 million change is primarily due to higher taxable income. Funds from Operations and Adjusted Funds from Operations We believe that net income as defined by GAAP is the most appropriate earnings measure.
Recently Issued Accounting Standards Updates See Note 2, “Summary of Significant Accounting Policies,” in the Notes to Consolidated Financial Statements for information concerning recently issued accounting standards updates. 38 Results of Operations As of December 31, 2024, our investment portfolio consisted of 364 real estate properties held for investment, 14 investments in loans receivable, five preferred equity investments and two investments in unconsolidated joint ventures.
Results of Operations As of December 31, 2025, our investment portfolio consisted of 360 real estate properties held for investment, 13 investments in loans receivable, four preferred equity investments and two investments in unconsolidated joint ventures.
Subject to market conditions, we expect to use proceeds from our ATM Program to finance future investments in properties.
No other shares were sold under the ATM Program during the year ended December 31, 2025. As of December 31, 2025, we had $482.9 million available under the ATM Program. Subject to market conditions, we expect to use proceeds from our ATM Program to finance future investments in properties.
Comparison of results of operations for the years ended December 31, 2024 and 2023 (dollars in thousands): For the Year Ended December 31, Increase / (Decrease) Percentage Difference Variance due to Acquisitions, Originations and Dispositions (1) Remaining Variance (2) 2024 2023 Revenues: Rental and related revenues $ 381,495 $ 376,266 $ 5,229 1 % $ (2,330) $ 7,559 Resident fees and services 284,581 236,153 48,428 21 % 11,524 36,904 Interest and other income 37,159 35,095 2,064 6 % 1,115 949 Expenses: Depreciation and amortization 169,623 183,087 (13,464) (7) % (1,042) (12,422) Interest 115,272 112,964 2,308 2 % — 2,308 Triple-net portfolio operating expenses 17,072 17,932 (860) (5) % (392) (468) Senior housing - managed portfolio operating expenses 210,016 177,313 32,703 18 % 6,469 26,234 General and administrative 50,067 47,472 2,595 5 % — 2,595 (Recovery of) provision for loan losses (571) 191 (762) (399) % (150) (612) Impairment of real estate 18,472 14,332 4,140 29 % (4,706) 8,846 Other income (expense): Loss on extinguishment of debt — (1,541) 1,541 (100) % — 1,541 Other income 2,735 2,598 137 5 % 82 55 Net gain (loss) on sales of real estate 2,095 (76,625) 78,720 (103) % 78,720 — Loss from unconsolidated joint ventures (397) (2,897) 2,500 (86) % 104 2,396 Income tax expense (1,005) (2,002) 997 (50) % — 997 (1) Represents the dollar amount increase (decrease) for the year ended December 31, 2024 compared to the year ended December 31, 2023 as a result of investments/dispositions made after January 1, 2023.
Comparison of results of operations for the years ended December 31, 2025 and 2024 (dollars in thousands): For the Year Ended December 31, Increase / (Decrease) Percentage Difference Variance due to Acquisitions, Originations and Dispositions (1) Remaining Variance (2) 2025 2024 Revenues: Rental and related revenues $ 374,131 $ 381,495 $ (7,364) (2) % $ (7,592) $ 228 Resident fees and services 356,883 284,581 72,302 25 % 42,841 29,461 Interest and other income 43,618 37,159 6,459 17 % 435 6,024 Expenses: Depreciation and amortization 186,996 169,623 17,373 10 % 12,921 4,452 Interest 112,489 115,272 (2,783) (2) % — (2,783) Triple-net portfolio operating expenses 14,487 17,072 (2,585) (15) % (579) (2,006) Senior housing - managed portfolio operating expenses 256,619 210,016 46,603 22 % 27,010 19,593 General and administrative 53,710 50,067 3,643 7 % — 3,643 Recovery of loan losses (1,047) (571) (476) 83 % (23) (453) Impairment of real estate 7,322 18,472 (11,150) (60) % (18,003) 6,853 Other income (expense): Loss on extinguishment of debt (1,154) — (1,154) NM — (1,154) Other income 14,036 2,735 11,301 413 % (82) 11,383 Net (loss) gain on sales of real estate (3,519) 2,095 (5,614) (268) % (5,614) — Income (loss) from unconsolidated joint ventures 3,928 (397) 4,325 (1,089) % — 4,325 Income tax expense (1,837) (1,005) (832) 83 % — (832) (1) Represents the dollar amount increase (decrease) for the year ended December 31, 2025 compared to the year ended December 31, 2024 as a result of investments/dispositions made after January 1, 2024.
During the year ended December 31, 2024, general and administrative expenses were $50.1 million compared to $47.5 million during the year ended December 31, 2023.
General and Administrative General and administrative expenses include compensation-related expenses as well as professional services, office costs, other costs associated with asset management, and acquisition costs. During the year ended December 31, 2025, general and administrative expenses were $53.7 million compared to $50.1 million during the year ended December 31, 2024.
The $48.4 million net increase is due to (i) a $21.8 million increase related to seven facilities that were transitioned to Senior Housing - Managed communities after January 1, 2023 , (ii) a $15.1 million increase related to increased occupancy and an increase in rates and (iii) an $11.9 million increase from four Senior Housing - Managed communities acquired after January 1, 2023 .
The $7.4 million net decrease in rental income is related to (i) a $14.1 million decrease in revenue, which includes $8.7 million of non-cash revenue write-offs and a $4.9 million decrease in cash revenue, related to facilities that were transitioned to Senior Housing - Managed communities after January 1, 2024 , (ii) a $9.0 million decrease from properties disposed of after January 1, 2024 and (iii) a $1.4 million decrease related to facilities transitioned to new 39 operators after January 1, 2024 .
The net decrease of $13.5 million is due to (i) an $8.1 million decrease due to accelerating the remaining useful life of a facility that was demolished in 2023, (ii) a $6.3 million decrease due to assets that have been fully depreciated and (iii) a $5.9 million decrease from properties disposed of after January 1, 2023.
The $4.3 million net improvement is primarily related to (i) a $2.5 million increase in revenues net of operating expenses primarily due to increased occupancy and rates, (ii) a $1.3 million decrease in depreciation expense due to assets that have been fully depreciated and (iii) a $0.2 million decrease in interest expense primarily due to decreased interest rates.

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Item 7A. Quantitative and Qualitative Disclosures About Market Risk

Market Risk — interest-rate, FX, commodity exposure

9 edited+0 added−0 removed5 unchanged
Biggest changeAs of December 31, 2024, our indebtedness included $1.8 billion aggregate principal amount of Senior Notes outstanding, $534.4 million in Term Loans, $106.6 million outstanding under the Revolving Credit Facility and $46.1 million of secured indebtedness to third parties on certain of the properties that our subsidiaries own.
Biggest changeAs of December 31, 2025, our indebtedness included $1.3 billion aggregate principal amount of Senior Notes outstanding, an aggregate $1.0 billion outstanding under the Term Loans and Term Loan Credit Agreement, $217.6 million outstanding under the Revolving Credit Facility and $44.0 million of secured indebtedness to third parties on certain of the properties that our subsidiaries own.
Because borrowings under the Revolving Credit Facility bear interest on the outstanding principal amount at a rate equal to a ratings-based applicable interest margin plus, Daily Simple CORRA plus the CORRA Adjustment, each as defined in the Credit Agreement, for Canadian dollar borrowings, or at the Operating Partnership’s option for U.S. dollar borrowings, either (a) Daily Simple SOFR, as defined in the Credit Agreement, or (b) a base rate determined as the greater of (i) the federal funds rate plus 0.5%, (ii) the prime rate, (iii) Term SOFR, as defined in the Credit Agreement, plus 1.0%, and (iv) 1.00%, the interest rate we will be required to pay on any such borrowings will depend on then applicable rates and may vary.
Because borrowings under the Revolving Credit Facility bear interest on the outstanding principal amount at a rate equal to a ratings-based applicable interest margin plus, Daily Simple CORRA, as defined in the Credit Agreement, for Canadian dollar borrowings, or at the Operating Partnership’s option for U.S. dollar borrowings, either (a) Daily Simple SOFR, as defined in the Credit Agreement, or (b) a base rate determined as the greater of (i) the federal funds rate plus 0.5%, (ii) the prime rate, (iii) Term SOFR, as defined in the Credit Agreement, plus 1.0%, and (iv) 1.00%, the interest rate we will be required to pay on any such borrowings will depend on then applicable rates and may vary.
ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA See the Index to Financial Statements at page F-1 of this 10-K. ITEM 9. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURE None.
ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA See the Index to Financial Statements at page F-1 of this 10-K. ITEM 9. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURE None. 48
Based on our operating results for the three months ended December 31, 2024, if the value of the Canadian dollar relative to the U.S. dollar were to increase or decrease by 10% compared to the average exchange rate during the three months ended December 31, 2024, our cash flows would have decreased or increased, as applicable, by $0.5 million.
Based on our operating results for the three months ended December 31, 2025, if the value of the Canadian dollar relative to the U.S. dollar were to increase or decrease by 10% compared to the average exchange rate during the three months ended December 31, 2025, our cash flows would have decreased or increased, as applicable, by $0.5 million.
Assuming a 100 basis point increase or decrease in the index underlying our variable rate debt, and after giving effect to the impact of interest rate derivative instruments, interest expense would increase or decrease by $1.1 million, for the twelve months following December 31, 2024.
Assuming a 100 basis point increase or decrease in the index underlying our variable rate debt, and after giving effect to the impact of interest rate derivative instruments, interest expense would increase or decrease by $2.2 million, for the twelve months following December 31, 2025.
We also may manage, or hedge, interest rate risks related to our borrowings through interest rate swap and collar agreements.
We also may manage, or hedge, interest rate risks related to our borrowings through interest rate swap agreements.
As of December 31, 2024, we had interest rate swaps that fix the Secured Overnight Financing Rate (“SOFR”) portion of the interest rate for $430.0 million of SOFR-based borrowings under the U.S. dollar Term Loan at a weighted 47 average rate of 2.93% and interest rate swaps that fix the Canadian Overnight Repo Rate (“CORRA”) portion of the interest rate for CAD $150.0 million of CORRA-based borrowings under the Canadian dollar Term Loan at 2.59%.
As of December 31, 2025, we had interest rate swaps that fix the Secured Overnight Financing Rate (“SOFR”) portion of the interest rate for $930.0 million of SOFR-based borrowings under the U.S. dollar Term Loan and Term Loan Credit Agreement at a weighted average rate of 3.20% and interest rate swaps that fix the Canadian Overnight Repo Rate (“CORRA”) portion of the interest rate for CAD $150.0 million of CORRA-based borrowings under the Canadian dollar Term Loan at 2.59%.
As of December 31, 2024, we had $640.9 million of outstanding variable rate indebtedness and $893.4 million available for borrowing under our Revolving Credit Facility. We expect to manage our exposure to interest rate risk by maintaining a mix of fixed and variable rates for our indebtedness.
As of December 31, 2025, we had $1.3 billion of outstanding variable rate indebtedness and $782.4 million available for borrowing under our Revolving Credit Facility. We expect to manage our exposure to interest rate risk by maintaining a mix of fixed and variable rates for our indebtedness.
Our foreign currency exposure is partially mitigated through the use of Canadian dollar denominated debt totaling CAD $189.6 million as of December 31, 2024 and cross currency swap instruments.
Our foreign currency exposure is partially mitigated through the use of Canadian dollar denominated debt totaling CAD $183.7 million as of December 31, 2025.

Other SBRA 10-K year-over-year comparisons