CareTrust REIT, Inc. 10-K

ITEM 9A. Controls and Procedures Disclosure Controls and Procedures We maintain disclosure controls and procedures (as such term is defined in Rules 13a-15(e) and 15d-15(e) under the Exchange Act) that are designed to ensure that information required to be disclosed in our reports under the Exchange Act is processed, recorded, summarized and reported within the time periods specified in the SEC’s rules and regulations and that such information is accumulated and communicated to management, including our Chief Executive Officer and Chief Financial Officer, as appropriate, to allow for timely decisions regarding required disclosure. In designing and evaluating the disclosure controls and procedures, management recognizes that any controls and procedures, no matter how well designed and operated, can provide only reasonable assurance of achieving the desired control objectives, and management is required to apply its judgment in evaluating the cost-benefit relationship of possible controls and procedures. As of December 31, 2024, we carried out an evaluation, under the supervision and with the participation of management, including our Chief Executive Officer and Chief Financial Officer, regarding the effectiveness of our disclosure controls and procedures. Based on the foregoing, our Chief Executive Officer and Chief Financial Officer concluded that our disclosure controls and procedures were effective as of December 31, 2024. Management’s Annual Report on Internal Control over Financial Reporting Our management is responsible for establishing and maintaining adequate internal control over financial reporting (as defined in Rules 13a-15(f) and 15d-15(f) of the Exchange Act) to provide reasonable assurance regarding the reliability of our financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles. Internal control over financial reporting includes those policies and procedures that (i) pertain to the maintenance of records that in reasonable detail accurately and fairly reflect the transactions and dispositions of our assets; (ii) provide reasonable assurance that the transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles, and that our receipts and expenditures are being made only in accordance with authorizations of our management and our directors; and (iii) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use or disposition of our assets that could have a material effect on the financial statements. We carried out an evaluation, under the supervision and with the participation of our management, including our Chief Executive Officer and Chief Financial Officer, regarding the effectiveness of our internal control over financial reporting using the criteria set forth by the Committee of Sponsoring Organizations of the Treadway Commission (COSO) in Internal Control - Integrated Framework (2013). Based on this evaluation, our management concluded that our internal control over financial reporting was effective as of December 31, 2024. Changes in Internal Control over Financial Reporting There has been no change in our internal control over financial reporting (as such term is defined in Rules 13a-15(f) and 15d-15(f) under the Exchange Act) that occurred during the quarter ended December 31, 2024, that has materially affected, or is reasonably likely to materially affect, our internal control over financial reporting. Attestation Report of the Independent Registered Public Accounting Firm The effectiveness of our internal control over financial reporting as of December 31, 2024 has been audited by Deloitte & Touche LLP, an independent registered public accounting firm, as stated in their report which is included herein. 56 Table of Contents REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM To the stockholders and the Board of Directors of CareTrust REIT, Inc. Opinion on Internal Control over Financial Reporting We have audited the internal control over financial reporting of CareTrust REIT, Inc. and subsidiaries (the “Company”) as of December 31, 2024, based on criteria established in Internal Control — Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission (COSO). In our opinion, the Company maintained, in all material respects, effective internal control over financial reporting as of December 31, 2024, based on criteria established in Internal Control — Integrated Framework (2013) issued by COSO. We have also audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States) (PCAOB), the consolidated financial statements as of and for the year ended December 31, 2024, of the Company and our report dated February 12, 2025, expressed an unqualified opinion on those financial statements. Basis for Opinion The Company’s management is responsible for maintaining effective internal control over financial reporting and for its assessment of the effectiveness of internal control over financial reporting, included in the accompanying Management’s Annual Report on Internal Control over Financial Reporting. Our responsibility is to express an opinion on the Company’s internal control over financial reporting based on our audit. We are a public accounting firm registered with the PCAOB and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB. We conducted our audit in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether effective internal control over financial reporting was maintained in all material respects. Our audit included obtaining an understanding of internal control over financial reporting, assessing the risk that a material weakness exists, testing and evaluating the design and operating effectiveness of internal control based on the assessed risk, and performing such other procedures as we considered necessary in the circumstances. We believe that our audit provides a reasonable basis for our opinion. Definition and Limitations of Internal Control over Financial Reporting A company’s internal control over financial reporting is a process designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles. A company’s internal control over financial reporting includes those policies and procedures that (1) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of the company; (2) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles, and that receipts and expenditures of the company are being made only in accordance with authorizations of management and directors of the company; and (3) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use, or disposition of the company’s assets that could have a material effect on the financial statements. Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Also, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate. /s/ Deloitte & Touche LLP Costa Mesa, California February 12, 2025 57 Table of Contents ITEM 9B. Other Information Insider Trading Arrangements None . ITEM 9 C. Disclosure Regarding Foreign Jurisdictions That Prevent Inspections Not applicable. 58 Table of Contents PART III ITEM 10. Directors, Executive Officers and Corporate Governance The information required under Item 10 is incorporated herein by reference to our definitive proxy statement to be filed with the SEC within 120 days after the end of our fiscal year ended December 31, 2024 in connection with our 2025 Annual Meeting of Stockholders. Code of Conduct and Ethics We have adopted a code of business conduct and ethics that applies to all employees, including employees of our subsidiaries, as well as each member of our Board of Directors. The code of business conduct and ethics is available at our website at www.caretrustreit.com under the Investors-Governance section. We intend to satisfy any disclosure requirement under applicable rules of the Securities and Exchange Commission or the New York Stock Exchange regarding an amendment to, or waiver from, a provision of this code of business conduct and ethics by posting such information on our website, at the address specified above. ITEM 11. Executive Compensation The information required under Item 11 is incorporated herein by reference to our definitive proxy statement to be filed with the SEC within 120 days after the end of our fiscal year ended December 31, 2024 in connection with our 2025 Annual Meeting of Stockholders. ITEM 12. Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters The information required under Item 12 is incorporated herein by reference to our definitive proxy statement to be filed with the SEC within 120 days after the end of our fiscal year ended December 31, 2024 in connection with our 2025 Annual Meeting of Stockholders. ITEM 13. Certain Relationships and Related Transactions, and Director Independence The information required under Item 13 is incorporated herein by reference to our definitive proxy statement to be filed with the SEC within 120 days after the end of our fiscal year ended December 31, 2024 in connection with our 2025 Annual Meeting of Stockholders. ITEM 14. Principal Accountant Fees and Services The information required under Item 14 is incorporated herein by reference to our definitive proxy statement to be filed with the SEC within 120 days after the end of our fiscal year ended December 31, 2024 in connection with our 2025 Annual Meeting of Stockholders. 59 Table of Contents PART IV Table of Contents ITEM 15. Exhibit and Financial Statement Schedules (a)(1) Financial Statements See Index to Consolidated Financial Statements on page F-1 of this report. (a)(2) Financial Statement Schedules Schedule III: Real Estate Assets and Accumulated Depreciation Schedule IV: Mortgage Loans on Real Estate Note: All other schedules have been omitted because the required information is presented in the financial statements and the related notes or because the schedules are not applicable. (a)(3) Exhibits 3.1 Articles of Amendment and Restatement of CareTrust REIT, Inc. (incorporated by reference to Exhibit 3.1 to CareTrust REIT, Inc.’s Registration Statement on Form 10, filed on May 13, 2014). 3.2 Articles of Amendment, dated May 30, 2018, to the Articles of Amendment and Restatement of CareTrust REIT, Inc. (incorporated by reference to Exhibit 3.1 to CareTrust REIT, Inc.’s Current Report on Form 8-K filed on May 31, 2018). 3.3 Amended and Restated Bylaws of CareTrust REIT, Inc. (incorporated by reference to Exhibit 3.1 to CareTrust REIT, Inc.’s Current Report on Form 8-K filed on March 7, 2019). 4.1 Indenture, dated as of June 17, 2021, among CTR Partnership, L.P. and CareTrust Capital Corp., as Issuers, CareTrust REIT, Inc., the other guarantors named therein, and Wells Fargo Bank, National Association, as Trustee (incorporated by reference to Exhibit 4.1 to the CareTrust REIT, Inc.’s Current Report on Form 8-K, filed on June 17, 2021). 4.2 Form of 3.875% Senior Note due 2028 (included in Exhibit 4.1). 4.3 Specimen Stock Certificate of CareTrust REIT, Inc. (incorporated by reference to Exhibit 4.1 to CareTrust REIT, Inc.’s Registration Statement on Form 10, filed on April 15, 2014). 4.4 Description of CareTrust REIT, Inc.’s Capital Stock (incorporated by reference to Exhibit 4.5 to CareTrust REIT, Inc.’s Annual Report on Form 10-K, filed on February 20, 2020). 10.1 Form of Master Lease by and among certain subsidiaries of The Ensign Group, Inc. and certain subsidiaries of CareTrust REIT, Inc. (incorporated by reference to Exhibit 10.1 to CareTrust REIT, Inc.’s Current Report on Form 8-K, filed on June 5, 2014). 10.2 Form of Guaranty of Master Lease by The Ensign Group, Inc. in favor of certain subsidiaries of CareTrust REIT, Inc., as landlords under the Ensign Master Leases (incorporated by reference to Exhibit 10.2 to CareTrust REIT, Inc.’s Current Report on Form 8-K, filed on June 5, 2014). 10.3 Tax Matters Agreement, dated as of May 30, 2014, by and between The Ensign Group, Inc. and CareTrust REIT, Inc. (incorporated by reference to Exhibit 10.5 to CareTrust REIT, Inc.’s Current Report on Form 8-K, filed on June 5, 2014). 10.4 Amended and Restated Partnership Agreement of CTR Partnership, L.P. (incorporated by reference to Exhibit 3.4 to CareTrust REIT, Inc.’s Registration Statement on Form S-4, filed on August 28, 2014). +10.5 Form of Indemnification Agreement between CareTrust REIT, Inc. and its directors and officers (incorporated by reference to Exhibit 10.11 to CareTrust REIT, Inc.’s Current Report on Form 8-K, filed on June 5, 2014). +10.6 Incentive Award Plan (incorporated by reference to Exhibit 10.9 to CareTrust REIT, Inc.’s Registration Statement on Form 10, filed on May 13, 2014). +10.7 Form of Restricted Stock Agreement (incorporated by reference to Exhibit 10.14 to CareTrust REIT, Inc.’s Annual Report on Form 10-K, filed on February 11, 2015). +10.8 Form of Restricted Stock Unit Agreement (incorporated by reference to Exhibit 10.15 to CareTrust REIT, Inc.’s Annual Report on Form 10-K, filed on February 11, 2015). +10.9 Form of TSR Award Agreement (incorporated by reference to Exhibit 10.10 to CareTrust REIT, Inc.’s Annual Report on Form 10-K, filed on February 9, 2023) 61 Table of Contents +10.10 Form of Performance-Based Restricted Stock Award Grant Notice (incorporated by reference to Exhibit 10.11 to CareTrust REIT, Inc.’s Annual Report on Form 10-K, filed on February 9, 2023) +10.11 Form of Change in Control and Severance Agreement (incorporated by reference to Exhibit 10.1 to CareTrust REIT, Inc’s Current Report on Form 8-K filed on February 11, 2019). +10.12 Form of Amendment to Change in Control and Severance Agreement (incorporated by reference to Exhibit 10.1 to CareTrust REIT, Inc.'s Quarterly Report on Form 10-Q, filed on May 10, 2023) +10.13 Third Amended and Restated Credit and Guaranty Agreement, dated as of December 18, 2024, by and among CTR Partnership, L.P., as borrower, CareTrust REIT, Inc., as guarantor, CareTrust GP, LLC and the other guarantors named therein and KeyBank National Association, as administrative agent, an issuing lender and swingline lender and the other parties thereto (incorporated by reference to Exhibit 10.1 to CareTrust REIT. Inc.’s Current Report on Form 8-K, filed on December 19, 2024). *10.14 Asset Purchase Agreement, dated October 21, 2024. *19.1 CareTrust REIT, Inc. Policy on Insider Trading *21.1 List of Subsidiaries of CareTrust REIT, Inc. *23.1 Consent of Deloitte & Touche LLP, Independent Registered Public Accounting Firm. *31.1 Certification of Chief Executive Officer, as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002. *31.2 Certification of Chief Financial Officer, as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002. **32.1 Certification of Chief Executive Officer and Chief Financial Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002. 97.1 Policy Regarding the Recoupment of Certain Compensation Payments (incorporated by reference to Exhibit 97.1 to CareTrust REIT Inc.’s Annual Report on Form 10-K, filed on February 8, 2024). *101.INS Inline XBRL Instance Document - the instance document does not appear in the Interactive Data File because its XBRL tags are embedded within the Inline XBRL document *101.SCH XBRL Taxonomy Extension Schema Document *101.CAL XBRL Taxonomy Extension Calculation Linkbase Document *101.DEF XBRL Taxonomy Extension Definition Linkbase Document *101.LAB XBRL Taxonomy Extension Label Linkbase Document *101.PRE XBRL Taxonomy Extension Presentation Linkbase Document *104 Cover Page Interactive Data File (formatted as inline XBRL and contained in Exhibit 101) * Filed herewith. ** Furnished herewith. + Management contract or compensatory plan or arrangement. 62 Table of Contents ITEM 16. Form 10-K Summary None. 63 Table of Contents SIGNATURES Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized. CARETRUST REIT, INC. By: / S / DAVID M. SEDGWICK David M. Sedgwick President and Chief Executive Officer Dated: February 12, 2025 Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following persons on behalf of the registrant and in the capacities and on the dates indicated. Name Title Date /s/ DAVID M. SEDGWICK President and Chief Executive Officer (Principal Executive Officer) February 12, 2025 David M. Sedgwick /s/ WILLIAM M. WAGNER Chief Financial Officer and Treasurer (Principal Financial Officer) February 12, 2025 William M. Wagner /s/ LAUREN BEALE Chief Accounting Officer (Principal Accounting Officer) February 12, 2025 Lauren Beale /s/ DIANA LAING Director February 12, 2025 Diana Laing /s/ ANNE OLSON Director February 12, 2025 Anne Olson /s/ SPENCER PLUMB Director February 12, 2025 Spencer Plumb /s/ CAREINA WILLIAMS Director February 12, 2025 Careina Williams 64 Table of Contents INDEX TO CONSOLIDATED FINANCIAL STATEMENTS Page Report of Independent Registered Public Accounting Firm (PCAOB ID No. 34 ) with respect to CareTrust REIT, Inc. F-2 Consolidated Balance Sheets as of December 31, 2024 and 2023 F-4 Consolidated Statements of Operations for the years ended December 31, 2024, 2023 and 2022 F-5 Consolidated Statements of Equity and Redeemable Noncontrolling Interest for the years ended December 31, 2024, 2023 and 2022 F-6 Consolidated Statements of Cash Flows for the years ended December 31, 2024, 2023 and 2022 F-7 Notes to Consolidated Financial Statements F-8 Schedule III: Real Estate Assets and Accumulated Depreciation F-45 Schedule IV: Mortgage Loans on Real Estate F-54 F-1 Table of Contents REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM To the stockholders and the Board of Directors of CareTrust REIT, Inc. Opinion on the Financial Statements We have audited the accompanying consolidated balance sheets of CareTrust REIT, Inc. and subsidiaries (the "Company") as of December 31, 2024 and 2023, the related consolidated statements of operations, equity and redeemable noncontrolling interest, and cash flows, for each of the three years in the period ended December 31, 2024, and the related notes and the schedules listed in the Index at Item 15 (collectively referred to as the "financial statements"). In our opinion, the financial statements present fairly, in all material respects, the financial position of the Company as of December 31, 2024 and 2023, and the results of its operations and its cash flows for each of the three years in the period ended December 31, 2024, in conformity with accounting principles generally accepted in the United States of America. We have also audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States) (PCAOB), the Company's internal control over financial reporting as of December 31, 2024, based on criteria established in Internal Control — Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission and our report dated February 12, 2025, expressed an unqualified opinion on the Company's internal control over financial reporting. Basis for Opinion These financial statements are the responsibility of the Company's management. Our responsibility is to express an opinion on the Company's financial statements based on our audits. We are a public accounting firm registered with the PCAOB and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB. We conducted our audits in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement, whether due to error or fraud. Our audits included performing procedures to assess the risks of material misstatement of the financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the financial statements. Our audits also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the financial statements. We believe that our audits provide a reasonable basis for our opinion. Critical Audit Matter The critical audit matter communicated below is a matter arising from the current-period audit of the financial statements that was communicated or required to be communicated to the audit committee and that (1) relates to accounts or disclosures that are material to the financial statements and (2) involved our especially challenging, subjective, or complex judgments. The communication of critical audit matters does not alter in any way our opinion on the financial statements, taken as a whole, and we are not, by communicating the critical audit matter below, providing a separate opinion on the critical audit matter or on the accounts or disclosures to which it relates. Impairment of Real Estate Investments, Assets Held for Sale, Net and Asset Sales — Refer to Notes 2 and 4 to the financial statements Critical Audit Matter Description The Company classifies its real estate investments as held for sale when the applicable criteria have been met, which includes a formal plan to sell the properties that is expected to be completed within one year, among other criteria. Upon designation as held for sale, the Company writes down the excess of the carrying value over the estimated fair value less costs to sell, resulting in an impairment of the real estate investments, if necessary. The fair value of the assets held for sale is based on a market approach using estimated sales prices (comparable sales model), which relies on certain assumptions by management, including: (i) comparable market transactions, (ii) estimated prices per unit, and (iii) binding agreements for sales and non-binding offers to purchase from unrelated third-parties. There are inherent uncertainties in making these assumptions. We identified the impairment of real estate investments held for sale as a critical audit matter because of the significant estimates and assumptions management makes to determine the fair value of real estate investments held for sale. This required F-2 Table of Contents a high degree of auditor judgment and an increased extent of effort, including the need to involve our fair value specialists, when performing audit procedures to evaluate the reasonableness of management’s estimate of fair value. As of December 31, 2024, the Company had real estate investments held for sale of $57.3 million. For the year ended December 31, 2024, the Company recognized impairment charges of $37.3 million related to real estate investments held for sale. How the Critical Audit Matter Was Addressed in the Audit Our audit procedures related to the significant inputs to the fair value of real estate investments held for sale included the following, among others: • We tested the effectiveness of controls over management’s determination of fair value for real estate investments held for sale. • We assessed the reasonableness of the valuation methodology used and the concluded real estate investment fair value by obtaining sales comparison data. • We used the assistance of our fair value specialists in obtaining relevant market data, where necessary. • We considered the properties disposed in the period and subsequent period to evaluate if the retrospective review provides any indication of error or bias in the fair value estimates. • We read and considered terms of executed arrangements and evidence regarding terms for arrangements in the process of negotiation at or near the valuation date. • We held discussions with management to understand individual real estate investment specific factors that impacted the Company’s fair value determination. /s/ Deloitte & Touche LLP Costa Mesa, California February 12, 2025 We have served as the Company's auditor since 2019. F-3 Table of Contents CARETRUST REIT, INC. CONSOLIDATED BALANCE SHEETS (in thousands, except share and per share amounts) December 31, 2024 2023 Assets: Real estate investments, net $ 2,226,740 $ 1,567,119 Financing receivable, at fair value (including accrued interest of $ 281 as of December 31, 2024) 96,004 — Other real estate related investments (including accrued interest of $ 4,725 and $ 1,727 as of December 31, 2024 and 2023, respectively) 795,203 180,368 Assets held for sale, net 57,261 15,011 Cash and cash equivalents 213,822 294,448 Accounts and other receivables 1,174 395 Prepaid expenses and other assets, net 35,608 23,337 Deferred financing costs, net 11,204 4,160 Total assets $ 3,437,016 $ 2,084,838 Liabilities and Equity: Senior unsecured notes payable, net $ 396,927 $ 396,039 Senior unsecured term loan, net — 199,559 Accounts payable, accrued liabilities and deferred rent liabilities 56,318 33,992 Dividends payable 54,388 36,531 Total liabilities 507,633 666,121 Commitments and contingencies (Note 13) Redeemable noncontrolling interest 18,243 — Equity: Preferred stock, $ 0.01 par value; 100,000,000 shares authorized, no shares issued and outstanding as of December 31, 2024 and 2023 — — Common stock, $ 0.01 par value; 500,000,000 shares authorized, 186,993,010 and 129,992,796 shares issued and outstanding as of December 31, 2024 and 2023, respectively 1,870 1,300 Additional paid-in capital 3,439,117 1,883,147 Cumulative distributions in excess of earnings ( 532,570 ) ( 467,628 ) Total stockholders' equity 2,908,417 1,416,819 Noncontrolling interests 2,723 1,898 Total equity 2,911,140 1,418,717 Total liabilities and equity $ 3,437,016 $ 2,084,838 See accompanying notes to consolidated financial statements. F-4 Table of Contents CARETRUST REIT, INC. CONSOLIDATED STATEMENTS OF OPERATIONS (in thousands, except per share amounts) Year Ended December 31, 2024 2023 2022 Revenues: Rental income $ 228,261 $ 198,599 $ 187,506 Interest income from financing receivable 1,009 — — Interest income from other real estate related investments and other income 67,016 19,171 8,626 Total revenues 296,286 217,770 196,132 Expenses: Depreciation and amortization 56,831 51,199 50,316 Interest expense 30,310 40,883 30,008 Property taxes 7,838 6,170 4,333 Impairment of real estate investments 42,225 36,301 79,062 Transaction costs 1,326 — — Provision for loan losses, net 4,900 — 3,844 Property operating expenses 5,714 3,423 5,039 General and administrative 28,923 21,805 20,165 Total expenses 178,067 159,781 192,767 Other income (loss): Loss on extinguishment of debt ( 657 ) — — (Loss) gain on sale of real estate, net ( 2,208 ) 2,218 ( 3,769 ) Unrealized gain (loss) on other real estate related investments, net 9,045 ( 6,485 ) ( 7,102 ) Total other income (loss) 6,180 ( 4,267 ) ( 10,871 ) Net income (loss) 124,399 53,722 ( 7,506 ) Net loss attributable to noncontrolling interests ( 681 ) ( 13 ) — Net income (loss) attributable to CareTrust REIT, Inc. $ 125,080 $ 53,735 $ ( 7,506 ) Earnings (loss) per common share attributable to CareTrust REIT, Inc: Basic $ 0.81 $ 0.50 $ ( 0.08 ) Diluted $ 0.80 $ 0.50 $ ( 0.08 ) Weighted-average number of common shares: Basic 154,795 105,956 96,703 Diluted 155,167 106,152 96,703 See accompanying notes to consolidated financial statements. F-5 Table of Contents CARETRUST REIT, INC. CONSOLIDATED STATEMENTS OF EQUITY AND REDEEMABLE NONCONTROLLING INTEREST (in thousands, except share and per share amounts) Common Stock Additional Paid-in Capital Cumulative Distributions in Excess of Earnings Total Stockholders’ Equity Noncontrolling Interests Total Equity Redeemable Noncontrolling Interest Shares Amount Balance as of December 31, 2021 96,296,673 $ 963 $ 1,196,839 $ ( 282,045 ) $ 915,757 $ — $ 915,757 $ — Issuance of common stock, net 2,405,000 24 47,212 — 47,236 — 47,236 — Vesting of stock-based compensation awards, net of shares withheld for employee taxes 308,439 3 ( 4,472 ) — ( 4,469 ) — ( 4,469 ) — Amortization of stock-based compensation — — 5,758 — 5,758 — 5,758 — Common dividends ($ 1.10 per share) — — — ( 107,403 ) ( 107,403 ) — ( 107,403 ) — Net loss — — — ( 7,506 ) ( 7,506 ) — ( 7,506 ) — Balance as of December 31, 2022 99,010,112 990 1,245,337 ( 396,954 ) 849,373 — 849,373 — Issuance of common stock, net 30,868,714 309 634,137 — 634,446 — 634,446 — Vesting of stock-based compensation awards, net of shares withheld for employee taxes 113,970 1 ( 1,480 ) — ( 1,479 ) — ( 1,479 ) — Amortization of stock-based compensation — — 5,153 — 5,153 — 5,153 — Common dividends ($ 1.12 per share) — — — ( 124,409 ) ( 124,409 ) — ( 124,409 ) — Distributions to noncontrolling interests — — — — — ( 41 ) ( 41 ) — Contributions from noncontrolling interests — — — — — 1,952 1,952 — Net income (loss) — — — 53,735 53,735 ( 13 ) 53,722 — Balance as of December 31, 2023 129,992,796 1,300 1,883,147 ( 467,628 ) 1,416,819 1,898 1,418,717 — Issuance of common stock, net 56,855,925 569 1,552,325 — 1,552,894 — 1,552,894 — Vesting of stock-based compensation awards, net of shares withheld for employee taxes 144,289 1 ( 2,485 ) — ( 2,484 ) — ( 2,484 ) — Amortization of stock-based compensation — — 6,130 — 6,130 — 6,130 — Common dividends ($ 1.16 per share) — — — ( 190,022 ) ( 190,022 ) — ( 190,022 ) — Distributions to noncontrolling interests — — — — — ( 69 ) ( 69 ) — Contributions from noncontrolling interests — — — — — 1,429 1,429 18,389 Net income (loss) — — — 125,080 125,080 ( 535 ) 124,545 ( 146 ) Balance as of December 31, 2024 186,993,010 $ 1,870 $ 3,439,117 $ ( 532,570 ) $ 2,908,417 $ 2,723 $ 2,911,140 $ 18,243 See accompanying notes to consolidated financial statements. F-6 Table of Contents CARETRUST REIT, INC. CONSOLIDATED STATEMENTS OF CASH FLOWS (in thousands) Year Ended December 31, 2024 2023 2022 Cash flows from operating activities: Net income (loss) $ 124,399 $ 53,722 $ ( 7,506 ) Adjustments to reconcile net income (loss) to net cash provided by operating activities: Depreciation and amortization (including below-market ground leases) 56,932 51,257 50,378 Amortization of deferred financing costs 2,816 2,436 2,095 Loss on extinguishment of debt 282 — — Unrealized (gain) loss on other real estate related investments, net ( 9,045 ) 6,485 7,102 Amortization of stock-based compensation 6,130 5,153 5,758 Straight-line rental income 28 29 ( 17 ) Amortization of lease incentives 22 — — Amortization of below market leases ( 2,885 ) ( 384 ) — Adjustment for collectibility of rental income — — 1,417 Noncash interest income ( 3,279 ) ( 407 ) ( 1,165 ) Loss (gain) on sale of real estate, net 2,208 ( 2,218 ) 3,769 Impairment of real estate investments 42,225 36,301 79,062 Provision for loan losses, net 4,900 — 3,844 Change in operating assets and liabilities: Accounts and other receivables ( 808 ) ( 9 ) 604 Prepaid expenses and other assets, net ( 3,719 ) ( 21 ) 123 Accounts payable, accrued liabilities and deferred rent liabilities 24,045 2,423 ( 1,049 ) Net cash provided by operating activities 244,251 154,767 144,415 Cash flows from investing activities: Acquisitions of real estate, net of deposits applied ( 812,002 ) ( 233,776 ) ( 21,915 ) Purchases of equipment, furniture and fixtures and improvements to real estate ( 8,054 ) ( 10,976 ) ( 7,292 ) Preferred equity investments ( 52,000 ) ( 1,782 ) — Investment in real estate related investments and other loans receivable ( 559,188 ) ( 60,319 ) ( 149,650 ) Investment in financing receivable ( 95,723 ) — — Principal payments received on real estate related investments and other loans receivable 4,512 26,525 6,308 Escrow deposits for potential acquisitions of real estate ( 5,167 ) ( 3,800 ) — Net proceeds from sales of real estate 13,939 16,313 45,149 Net cash used in investing activities ( 1,513,683 ) ( 267,815 ) ( 127,400 ) Cash flows from financing activities: Proceeds from the issuance of common stock, net 1,552,894 634,446 47,236 Proceeds from the secured borrowing 75,000 — — Borrowings under unsecured revolving credit facility — 185,000 160,000 Payments on senior unsecured term loan ( 200,000 ) — — Payment on secured borrowing ( 75,000 ) — — Payments on unsecured revolving credit facility — ( 310,000 ) ( 115,000 ) Payments on extinguishment of debt and deferred financing costs ( 9,188 ) ( 68 ) ( 5,361 ) Net-settle adjustment on restricted stock ( 2,484 ) ( 1,479 ) ( 4,469 ) Dividends paid on common stock ( 172,165 ) ( 115,492 ) ( 106,138 ) Contributions from noncontrolling interests 19,818 1,952 — Distributions to noncontrolling interests ( 69 ) ( 41 ) — Net cash provided by (used in) financing activities 1,188,806 394,318 ( 23,732 ) Net (decrease) increase in cash and cash equivalents ( 80,626 ) 281,270 ( 6,717 ) Cash and cash equivalents as of the beginning of period 294,448 13,178 19,895 Cash and cash equivalents as of the end of period $ 213,822 $ 294,448 $ 13,178 Supplemental disclosures of cash flow information: Interest paid $ 27,933 $ 40,028 $ 25,912 Supplemental schedule of noncash investing and financing activities: Increase in dividends payable $ 17,857 $ 8,982 $ 1,265 Right-of-use asset obtained in exchange for new operating lease obligation $ 1,748 $ 369 $ — Transfer of pre-acquisition costs to acquired assets $ 58 $ — $ 7 Sale of real estate settled with note receivable $ 1,000 $ 2,000 $ 12,000 Liabilities assumed by buyer in connection with sale of real estate $ 2,776 $ — $ — See accompanying notes to consolidated financial statements. F-7 Table of Contents CARETRUST REIT, INC. NOTES TO CONSOLIDATED FINANCIAL STATEMENTS 1. ORGANIZATION Description of Business— CareTrust REIT, Inc.’s (“CareTrust REIT” or the “Company”) primary business consists of acquiring, financing, developing and owning real property to be leased to third-party tenants in the healthcare sector. As of December 31, 2024, the Company owned, directly or in consolidated joint ventures, and leased to independent operators, 258 skilled nursing facilities (“SNFs”), multi-service campuses, assisted living facilities (“ALFs”) and independent living facilities (“ILFs”) consisting of 28,088 operational beds and units located in 32 states with the highest concentration of properties by rental income located in California and Texas. As of December 31, 2024, the Company also had other real estate related investments consisting of three preferred equity investments, 15 real estate secured loans receivable, and five mezzanine loans receivable with a carrying value of $ 795.2 million and one financing receivable with a carrying value of $ 96.0 million. 2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES Basis of Presentation —The accompanying consolidated financial statements of the Company reflect, for all periods presented, the historical financial position, results of operations and cash flows of the Company prepared in accordance with accounting principles generally accepted in the United States (“GAAP”). Consolidation —The accompanying consolidated financial statements include the accounts of CareTrust REIT, its wholly-owned subsidiaries, and variable interest entities (“VIEs”) over which the Company exercises control. All intercompany transactions and account balances within the Company have been eliminated, and net earnings are reduced by the portion of net earnings attributable to noncontrolling interests. Variable Interest Entities —The Company is required to continually evaluate its VIE relationships and consolidate these entities when it is determined to be the primary beneficiary of their operations. A VIE is broadly defined as an entity where either: (i) the equity investment at risk is insufficient to finance that entity’s activities without additional subordinated financial support, (ii) substantially all of an entity’s activities either involve or are conducted on behalf of an investor that has disproportionately few voting rights, or (iii) the equity investors as a group lack any of the following: (a) the power through voting or similar rights to direct the activities of an entity that most significantly impact the entity’s economic performance, (b) the obligation to absorb the expected losses of an entity, or (c) the right to receive the expected residual returns of an entity. Criterion (iii) above is generally applied to limited partnerships and similarly structured entities by assessing whether a simple majority of the limited partners hold substantive rights to participate in the significant decisions of the entity or have the ability to remove the decision maker or liquidate the entity without cause. If neither of those criteria are met, the entity is a VIE. The designation of an entity as a VIE is reassessed upon certain events, including, but not limited to: (i) a change to the contractual arrangements of the entity or in the ability of a party to exercise its participation or kick-out rights, (ii) a change to the capitalization structure of the entity, or (iii) acquisitions or sales of interests that constitute a change in control. A variable interest holder is considered to be the primary beneficiary of a VIE if it has the power to direct the activities of a VIE that most significantly impact the entity’s economic performance and has the obligation to absorb losses of, or the right to receive benefits from, the entity that could potentially be significant to the VIE. The Company qualitatively assesses whether it is (or is not) the primary beneficiary of a VIE. The Company’s consideration of various factors include, but is not limited to, which activities most significantly impact the entity’s economic performance and the ability to direct those activities, its form of ownership interest, its representation on the VIE’s governing body, the size and seniority of its investment, its ability and the rights of other investors to participate in policy making decisions, its ability to manage its ownership interest relative to the other interest holders, and its ability to replace the VIE manager and/or liquidate the entity. For any investment in a joint venture that is not considered to be a VIE, the Company would evaluate the type of ownership rights held by limited partner(s) that may preclude consolidation by the majority interest holder. The assessment of limited partners’ rights and their impact on the control of a joint venture should be made at inception of the joint venture and continually reassessed. See Note 12, Variable Interest Entities , for additional information. F-8 Table of Contents CARETRUST REIT, INC. NOTES TO CONSOLIDATED FINANCIAL STATEMENTS Noncontrolling Interests —The Company presents the portion of any equity that the Company does not own in entities that the Company controls (and thus consolidates) as noncontrolling interests and classifies those interests as a component of consolidated equity, separate from stockholders' equity, on the Company’s consolidated balance sheets. For consolidated joint ventures, the Company allocates net income or loss utilizing the hypothetical liquidation at book value method, in which the Company allocates income or loss based on the change in each unitholders’ claim on the net assets of the joint venture partners at period end after adjusting for any distributions or contributions made during such period. The Company includes net income (loss) attributable to the noncontrolling interests in net income (loss) in the consolidated statements of operations. Redeemable Noncontrolling Interest —One of the Company’s noncontrolling interest holders has the ability to put its equity interests to the Company during specified option exercise periods, subject to certain conditions. The put option is payable in cash and subject to changes in redemption value. Accordingly, the Company records the redeemable noncontrolling interest outside of permanent equity. The redeemable noncontrolling interest was initially measured at fair value on the date of issuance and is adjusted for additional contributions and distributions and the proportionate share of the net earnings or losses. When the redemption of the noncontrolling interest becomes probable, the Company will record the redeemable noncontrolling interest at the greater of its carrying amount or redemption value at the end of each reporting period by making an election either to accrete changes in the redemption value of the redeemable noncontrolling interest over the period from the date it is probable of exercise to the earliest redemption date or to recognize the entire adjustment on the date redemption becomes probable. Redeemable noncontrolling interest adjustments of carrying value to redemption value are reflected in additional paid-in-capital on the Company’s consolidated balance sheets. The adjustment of carrying value to the redemption value that reflects a redemption in excess of fair value is included as an adjustment to net income available to the Company’s stockholders in the calculation of earnings per share. Lessor Accounting —The Company recognizes lease revenue in accordance with Accounting Standards Codification (“ASC”) 842, Leases . The Company’s lease agreements typically contain annual escalators based on the percentage change in the Consumer Price Index which are accounted for as variable lease payments in the period in which the change occurs. For lease agreements that contain fixed rent escalators, the Company generally recognizes lease revenue on a straight-line basis of accounting. The Company generates revenues primarily by leasing healthcare-related properties to healthcare operators in triple-net lease arrangements, under which the tenant is solely responsible for the costs related to the property. Tenant reimbursements related to property taxes and insurance paid by the lessee directly to a third party on behalf of a lessor are required to be excluded from variable payments and from recognition in the lessor’s statements of operations. Otherwise, tenant recoveries for taxes and insurance are classified as additional rental revenues recognized by the lessor on a gross basis in its statements of operations. As part of the Company’s acquisitions and/or amendments, the Company may commit to provide incentive payments to its lessees. During the year ended December 31, 2024, the Company funded $ 2.9 million in lease incentives. Lease incentives are amortized over the initial term of the respective lease as an adjustment to rental revenue. Lease incentives are included in prepaid expenses and other assets, net on the Company’s consolidated balance sheets. The Company’s assessment of collectibility of its tenant receivables includes a binary assessment of whether or not substantially all of the amounts due under a tenant’s lease agreement are probable of collection. The Company considers the operator’s performance and anticipated trends, payment history, and the existence and creditworthiness of guarantees, among other factors, in making this determination. For such leases that are deemed probable of collection, revenue continues to be recorded on a straight-line basis over the lease term, if applicable. For such leases that are deemed not probable of collection, revenue is recorded as the lesser of (i) the amount which would be recognized on a straight-line basis or (ii) cash that has been received from the tenant, with any tenant and deferred rent receivable balances charged as a direct write-off against rental income in the period of the change in the collectibility determination. Such write-offs and recoveries are recorded as decreases or increases through rental income on the Company’s consolidated statements of operations. For the years ended December 31, 2024 and 2023, the Company did no t record any recovery adjustments or write-off adjustments to rental income. For the year ended December 31, 2022, the Company did no t record any recovery adjustments and wrote-off $ 1.4 million of rental income. See Note 3, Real Estate Investments, Net for further detail. Interest Income —Interest income is recognized as earned over the term of the related other real estate related investment under the effective interest method, or on a straight-line basis if not materially different from the effective interest method. Interest income is recorded on an accrual basis to the extent that such amounts are expected to be collected. When concerns exist as to the ultimate collection of principal or interest due under a loan, the loan is placed on non-accrual status, and the Company will not recognize interest income until the cash is received, or the loan returns to accrual status. If the Company determines that the collection of interest according to the contractual terms of the loan is probable, the Company will resume the accrual of interest. F-9 Table of Contents CARETRUST REIT, INC. NOTES TO CONSOLIDATED FINANCIAL STATEMENTS Estimates and Assumptions —The preparation of financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenue and expenses during the reporting periods. Management believes that the assumptions and estimates used in preparation of the underlying consolidated financial statements are reasonable. Actual results, however, could differ from those estimates and assumptions. Real Estate Acquisition Valuation — In accordance with ASC 805, Business Combinations , the Company’s acquisitions of real estate investments generally do not meet the definition of a business, and are treated as asset acquisitions. The assets acquired and liabilities assumed are measured at their acquisition date relative fair values. Acquisition costs are capitalized as incurred. The Company allocates the acquisition costs to the tangible assets, identifiable intangible assets/liabilities and assumed liabilities on a relative fair value basis. The Company assesses fair value based on available market information, such as capitalization and discount rates, comparable sale transactions and relevant per square foot or unit cost information. A real estate asset’s fair value may be determined utilizing cash flow projections that incorporate such market information. Estimates of future cash flows are based on a number of factors including historical operating results, known and anticipated trends, as well as market and economic conditions. The fair value of tangible assets of an acquired property is based on the value of the property as if it is vacant. The Company recognizes acquired “above or below market” leases at their fair value (for asset acquisitions) using discount rates which reflect the risks associated with the leases acquired. The fair value is based on the present value of the difference between (i) the contractual amounts due pursuant to each in-place lease and (ii) management’s estimate of fair market lease rates for each in-place lease, generally measured over a period equal to the remaining term of the lease for above market leases and the initial term plus the extended term for any leases with renewal options that are reasonably certain to be exercised for below market leases. Other intangible assets acquired include amounts for in-place lease values that are based on an evaluation of the specific characteristics of each property and the acquired tenant lease(s). Factors considered include estimates of carrying costs during hypothetical expected lease-up periods, market conditions, and costs to execute similar leases. In estimating carrying costs, the Company includes estimates of lost rents at market rates during the hypothetical expected lease-up periods, which are dependent on local market conditions and expected trends. In estimating costs to execute similar leases, the Company considers leasing commissions, legal, and other related costs. The following table summarizes the Company’s intangible lease liabilities (dollars in thousands): December 31, 2024 December 31, 2023 Gross intangible lease liability $ 9,858 $ 7,289 Accumulated amortization ( 3,269 ) ( 384 ) Intangible liabilities, net $ 6,589 $ 6,905 Weighted average remaining amortization period in years 1.8 3 Impairment of Long-Lived Assets —At each reporting period, the Company evaluates its real estate investments held for use for potential impairment whenever events or changes in circumstances indicate that the carrying amount of the assets may not be recoverable. The judgment regarding the existence of impairment indicators, used to determine if an impairment assessment is necessary, is based on factors such as, but not limited to, market conditions, operator performance and legal structure. If indicators of impairment are present, the Company evaluates the carrying value of the related real estate investments in relation to the future undiscounted cash flows of the underlying facilities. The most significant inputs to the undiscounted cash flows include, but are not limited to, historical and projected facility level financial results, a lease coverage ratio, the intended hold period by the Company, and a terminal capitalization rate. The analysis is also significantly impacted by determining the lowest level of cash flows, which generally would be at the master lease level of cash flows. Provisions for impairment losses related to long-lived assets are recognized when expected future undiscounted cash flows are determined to be less than the carrying values of the assets. The impairment is measured as the excess of carrying value over fair value. All impairments are taken as a period cost at that time, and depreciation is adjusted going forward to reflect the new value assigned to the asset. The Company classifies its real estate investments as held for sale when the applicable criteria have been met, which includes a formal plan to sell the properties that is expected to be completed within one year, among other criteria. Upon designation as held for sale, the Company writes down the excess of the carrying value over the estimated fair value less costs to sell, resulting in an impairment of the real estate investments, if necessary, and ceases depreciation. F-10 Table of Contents CARETRUST REIT, INC. NOTES TO CONSOLIDATED FINANCIAL STATEMENTS In the event of impairment, the fair value of the real estate investment is based on current market conditions and considers matters such as the forecasted operating cash flows, lease coverage ratios, capitalization rates, comparable sales data, and, where applicable, contracts or the results of negotiations with purchasers or prospective purchasers. If circumstances arise that previously were considered unlikely and, as a result, the Company decides not to sell a real estate investment previously classified as held for sale or otherwise no longer meets the held for sale criteria, the respective assets are reclassified as real estate investments held for use. A real estate investment that is reclassified is measured and recorded individually at the lower of (a) its carrying amount before the real estate investment was classified as held for sale, adjusted for any depreciation expense that would have been recognized had the real estate investment been continuously classified as held for use, or (b) the fair value at the date of the decision not to sell or change in circumstances that led to the real estate investment no longer meeting the criteria of held for sale. The Company’s ability to accurately estimate future cash flows and estimate and allocate fair values impacts the timing and recognition of impairments. While the Company believes its assumptions are reasonable, changes in these assumptions may have a material impact on financial results. For the years ended December 31, 2024, 2023 and 2022, the Company recorded impairment charges of $ 42.2 million, $ 36.3 million and $ 79.1 million, respectively. See Note 4, Impairment of Real Estate Investments, Assets Held For Sale, Net and Asset Sales , for additional information. Financing Receivable —The Company may from time to time enter into a contract to acquire an asset and lease it back to the seller in a sale and leaseback transaction. In accordance with ASC 842, Leases , the Company is required to determine whether the transaction qualifies as a sale with control of the asset being transferred to the Company. A failed sale and leaseback transaction is accounted for as a financing receivable in accordance with ASC 310, Receivables. If control of the asset subsequently is deemed to have transferred to the Company, the financing receivable would be reclassified as real estate investments. No gain or loss would be recognized, and the related assets and liabilities would be recorded at their relative fair values on the date control is transferred. One of the Company’s investments is accounted for as a financing receivable within the Company’s consolidated balance sheets, since control of the underlying assets did not transfer to the Company due to the existence of options for the seller-lessee to repurchase the real estate assets, which generally preclude accounting for the transfer of real estate assets as a sale. The Company elected the fair value option for the financing receivable, and thereby, acquisition costs incurred in connection with entering into the financing receivable were expensed and recorded in transaction costs in the consolidated statements of operations. Instruments for which the fair value option has been elected are measured at fair value on a recurring basis with changes in fair value recognized in other income (loss) on the consolidated statements of operations. Fair value was estimated using an internal valuation model that considered expected future cash flows of the investment, market interest rates, and the underlying collateral value. Interest income from financing receivable on the Company’s consolidated statements of operations is recognized under the effective interest method. Other Real Estate Related Investments —Included in other real estate related investments on the Company’s consolidated balance sheets at December 31, 2024, are three preferred equity investments, 15 real estate secured loans receivable and five mezzanine loans receivable. The Company elected the fair value option for all secured and mezzanine loans receivable. Instruments for which the fair value option has been elected are measured at fair value on a recurring basis with changes in fair value recognized in other income (loss) on the consolidated statements of operations. Fair value was estimated using an internal valuation model that considered the expected future cash flows of the investment, the underlying collateral value, market interest rates and other credit enhancements. The Company elected the practical expedient not to record the preferred equity investments at fair value as the fair value is not readily determinable. The preferred equity investments are accounted for at unpaid principal balance, plus accrued return, net of reserves. The Company recognizes return income on a monthly basis based on the outstanding investment including any accrued and unpaid return, to the extent there is outside contributed equity or cumulative earnings from operations. As the preferred member of the joint venture, the Company is not entitled to share in the joint venture’s earnings or losses. Rather, the Company is entitled to receive a preferred return, which is deferred if the cash flow of the joint venture is insufficient to pay all of the accrued preferred return. The unpaid accrued preferred return is added to the balance of the preferred equity investment up to the estimated economic outcome assuming a hypothetical liquidation of the book value of the joint venture. Any unpaid accrued preferred return, whether recorded or unrecorded by the Company, will be repaid upon redemption or as available cash flow is distributed from the joint venture. Prepaid expenses and other assets —Prepaid expenses and other assets consist of prepaid expenses, deposits, pre-acquisition costs and other loans receivable. During the year ended December 31, 2024, the Company determined that the remaining contractual obligations under one other loan receivable was not collectible and recorded a 4.9 million expected credit loss. During the year ended December 31, 2022, the Company determined that the remaining contractual obligations under two other loans receivable were not collectible and recorded a $ 4.6 million expected credit loss, net of a loan loss recovery of F-11 Table of Contents CARETRUST REIT, INC. NOTES TO CONSOLIDATED FINANCIAL STATEMENTS $ 0.8 million related to a loan previously written-off. The Company did not record an expected credit loss or recovery during the year ended December 31, 2023. Expected credit losses and recoveries are recorded in provision for loan losses, net in the consolidated statements of operations. The Company’s other loans receivable are reflected at amortized cost, net of an allowance for credit loss, on the accompanying consolidated balance sheets. The amortized cost of a loan receivable is the outstanding unpaid principal balance, net of unamortized discounts, costs and fees directly associated with the origination of the loan. Income Taxes —The Company has elected to be taxed as a real estate investment trust (“REIT”) under the Internal Revenue Code of 1986, as amended (the “Code”). The Company believes it has been organized and has operated, and the Company intends to continue to operate, in a manner to qualify for taxation as a REIT under the Code. To qualify as a REIT, the Company must meet certain organizational and operational requirements, including a requirement to distribute to its stockholders at least 90% of the Company’s annual REIT taxable income (computed without regard to the dividends paid deduction or net capital gain and which does not necessarily equal net income as calculated in accordance with GAAP). As a REIT, the Company generally will not be subject to federal income tax to the extent it distributes as qualifying dividends all of its REIT taxable income to its stockholders. If the Company fails to qualify as a REIT in any taxable year, it will be subject to federal income tax on its taxable income at regular corporate income tax rates and generally will not be permitted to qualify for treatment as a REIT for federal income tax purposes for the four taxable years following the year during which qualification is lost unless the Internal Revenue Service grants the Company relief under certain statutory provisions. Real Estate Depreciation and Amortization —Real estate costs related to the acquisition and improvement of properties are capitalized and amortized over the expected useful life of the asset on a straight-line basis. Repair and maintenance costs are charged to expense as incurred and significant replacements and betterments are capitalized. Repair and maintenance costs include all costs that do not extend the useful life of the real estate asset. The Company considers the period of future benefit of an asset to determine its appropriate useful life. Expenditures for tenant improvements are capitalized and amortized over the shorter of the tenant’s lease term or expected useful life. The Company anticipates the estimated useful lives of its assets by class to be generally as follows: Building 25 - 40 years Building improvements 10 - 25 years Tenant improvements Shorter of lease term or expected useful life Integral equipment, furniture and fixtures 5 years Identified intangible assets Shorter of lease term or expected useful life Cash and Cash Equivalents —Cash and cash equivalents consist of bank term deposits and money market funds with original maturities of three months or less at time of purchase and therefore approximate fair value. The fair value of these investments is determined based on “Level 1” inputs, which consist of unadjusted quoted prices in active markets that are accessible at the measurement date for identical, unrestricted assets. The Company places its cash and cash equivalents with high credit quality financial institutions. The Company’s cash and cash equivalents balance periodically exceeds federally insurable limits. The Company monitors the cash balances in its operating accounts and adjusts the cash balances as appropriate; however, these cash balances could be impacted if the underlying financial institutions fail or are subject to other adverse conditions in the financial markets. To date, the Company has experienced no loss or lack of access to cash in its operating accounts. Deferred Financing Costs —External costs incurred from placement of the Company’s debt are capitalized and amortized on a straight-line basis over the terms of the related borrowings, which approximates the effective interest method. For senior unsecured notes payable and the senior unsecured term loan, deferred financing costs are netted against the outstanding debt amounts on the consolidated balance sheets. For the unsecured revolving credit facility, deferred financing costs are included in assets on the Company’s consolidated balance sheets. Amortization of deferred financing costs is classified as interest expense in the consolidated statements of operations. Accumulated amortization of deferred financing costs was $ 3.3 million and $ 4.8 million at December 31, 2024 and 2023, respectively. When financings are terminated, unamortized deferred financing costs, as well as charges incurred for the termination, are expensed at the time the termination is made. Gains and losses from the extinguishment of debt are presented within other income (loss) in the Company’s consolidated statements of operations. During the year ended December 31, 2024, the Company recorded a loss on extinguishment of debt of $ 0.7 million. See Note 7, Debt, for further detail. Stock-Based Compensation —The Company accounts for share-based payment awards in accordance with ASC 718, Compensation – Stock Compensation (“ASC 718”). ASC 718 requires all entities to apply a fair value-based measurement F-12 Table of Contents CARETRUST REIT, INC. NOTES TO CONSOLIDATED FINANCIAL STATEMENTS method in accounting for share-based payment transactions with directors, officers and employees. The Company measures and recognizes compensation expense for all share-based payment awards made to directors, officers and employees based on the grant date fair value, amortized over the requisite service period of the award. Compensation expense for awards with performance-based vesting conditions is recognized based upon the probability that the performance target will be met. Compensation expense for awards with market-based vesting conditions is recognized based upon the estimated number of awards to be earned and is recognized provided that the requisite service is rendered, regardless of when, if ever, the market condition is satisfied. Forfeitures of stock-based awards are recognized as they occur. Net income (loss) reflects stock-based compensation expense of $ 6.1 million, $ 5.2 million and $ 5.8 million for the years ended December 31, 2024, 2023 and 2022, respectively. Concentration of Credit Risk —The Company is subject to concentrations of credit risk consisting primarily of contractual obligations of operators and borrowers under its lease and lending agreements. See Note 14, Concentration of Risk , for a discussion of major operator concentration. Segment Disclosures —The Company is subject to disclosures about segments of an enterprise and related information in accordance with ASC 280, Segment Reporting . The Company has one reportable segment consisting of investments in healthcare-related real estate assets. See Note 11, Segment Reporting , for additional information. Earnings Per Share —The Company calculates earnings per share (“EPS”) in accordance with ASC 260, Earnings Per Share . Basic EPS is computed by dividing net income applicable to common stock by the weighted-average number of common shares outstanding during the period. Diluted EPS reflects the additional dilution for all potentially-dilutive securities. See Note 10, Earnings (Loss) Per Common Share , for additional information. Beds, Units, Occupancy and Other Measures —Beds, units, occupancy and other non-financial measures used to describe real estate investments included in these Notes to the consolidated financial statements are presented on an unaudited basis and are not subject to audit by the independent registered public accounting firm in accordance with the standards of the Public Company Accounting Oversight Board. Recent Accounting Pronouncements Adopted —On November 27, 2023, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) No. 2023-07, Segment Reporting (Topic 280): Improvements to Reportable Segment Disclosures (“ASU 2023-07”), to improve reportable segment disclosure requirements, primarily through enhanced disclosures about significant segment expenses and the inclusion of a segment reporting footnote. The guidance is effective for fiscal years beginning after December 15, 2023 and interim periods within fiscal years beginning after December 15, 2024. Early adoption is permitted. The Company adopted ASU 2023-07 during the year ended December 31, 2024. See Note 11, Segment Reporting, for further detail. Not Yet Adopted —On November 4, 2024, the FASB issued ASU 2024-03, which requires disaggregated disclosures of income statement expenses for public business entities. The ASU requires disaggregation of certain expense captions into specified categories in disclosures within the footnotes to the financial statements. The ASU is effective for fiscal years beginning after December 15, 2026, and interim periods within fiscal years beginning after December 15, 2027. Early adoption is permitted. The Company is still evaluating its adoption timeline and the impact on its disclosures. 3. REAL ESTATE INVESTMENTS, NET The following table summarizes the Company’s investment in owned properties, and properties held in consolidated joint ventures, held for use at December 31, 2024 and 2023 (dollars in thousands): December 31, 2024 December 31, 2023 Land $ 367,044 $ 279,276 Buildings and improvements 2,220,287 1,620,014 Integral equipment, furniture and fixtures 113,803 100,504 Identified intangible assets 4,388 5,283 Real estate investments 2,705,522 2,005,077 Accumulated depreciation and amortization ( 478,782 ) ( 437,958 ) Real estate investments, net $ 2,226,740 $ 1,567,119 F-13 Table of Contents CARETRUST REIT, INC. NOTES TO CONSOLIDATED FINANCIAL STATEMENTS Significant Master Leases Ensign — As of December 31, 2024, 97 of the Company’s 258 facilities were leased to subsidiaries of The Ensign Group, Inc. (“Ensign”) on a triple-net basis under multiple long-term leases (each, an “Ensign Master Lease” and, collectively, the “Ensign Master Leases”) which commenced on June 1, 2014 and were subsequently modified. The obligations under the Ensign Master Leases are guaranteed by Ensign. A default by any subsidiary of Ensign with regard to any facility leased pursuant to an Ensign Master Lease will result in a default under all of the Ensign Master Leases. As of December 31, 2024, annualized contractual rental income from the Ensign Master Leases was $ 68.2 million and is escalated annually, in June, by an amount equal to the product of (1) the lesser of the percentage change in the Consumer Price Index (“CPI”) (but not less than zero ) or 2.5 %, and (2) the prior year’s rent. In addition to rent, the subsidiaries of Ensign that are tenants under the Ensign Master Leases are solely responsible for the costs related to the leased properties (including property taxes, insurance, and maintenance and repair costs). See below under “Lease Amendments and Terminations” for further detail on Ensign lease amendments. During the year ended December 31, 2020, the Company acquired four additional facilities leased to subsidiaries of Ensign on a triple-net basis under two separate master lease agreements, each of which contains a purchase option. As of December 31, 2024, annualized contractual rental income from the four additional Ensign facilities was $ 4.1 million and is escalated annually, in December, by an amount equal to the product of (1) the lesser of the percentage change in the CPI (but not less than zero ) or 2.5 %, and (2) the prior year’s rent. In addition to rent, the subsidiaries of Ensign that are tenants under the four additional facilities are solely responsible for the costs related to the leased properties (including property taxes, insurance, and maintenance and repair costs). The obligations under the lease agreements for the four additional facilities are guaranteed by Ensign but do not contain cross-default provisions with the Ensign Master Leases. During December 2024, the Company received written notice that Ensign will exercise the purchase option and as such these four facilities have been classified as held for sale as of December 31, 2024. See Note 15, Subsequent Events , for additional information. On December 31, 2024, the Company, through a consolidated joint venture, acquired six additional facilities leased to subsidiaries of Ensign on a triple-net basis under one separate master lease agreement, which commenced January 1, 2025 (the “Ensign TN Master Lease”). The annualized contractual rental income under the Ensign TN Master Lease is $ 7.1 million and is escalated annually, in January, by an amount equal to the product of (1) the prior year’s rent, and (2) the product of (x) 2 and (y) the annual CPI increase (not to exceed 2.5 %). Ensign provides a guaranty for eight properties leased to The Pennant Group, Inc. (“Pennant”) under the Pennant Master Lease (defined below), which represent $ 7.5 million of total annualized contractual rental income as of December 31, 2024. PACS — As of December 31, 2024, 14 of the Company’s properties were leased to affiliates of PACS Group, Inc. (“PACS”) on a triple-net basis under one long-term lease (the “PACS Master Lease”), and have a total of 1,827 operational beds. One of the facilities is included in held for sale as of December 31, 2024. The PACS Master Lease commenced on October 26, 2017, and provides for an initial term of 15 years, with two five-year renewal options. During the year ended December 31, 2024, the Company, through a joint venture, acquired 11 facilities, which have a total of 1,186 operational beds, leased to subsidiaries of PACS commencing on December 1, 2024, under a new triple-net master lease agreement (the “PACS TN Master Lease”). The PACS TN Master Lease has an initial term of 15 years, with two five-year renewal options. As of December 31, 2024, annualized contractual rental income from the PACS Master Lease was $ 20.0 million (excluding the facility classified as held for sale), and annualized contractual rental income from all PACS leases was $ 37.9 million (excluding $ 0.3 million of rent abatement in the first year of the PACS TN Master Lease), representing 8 % and 15 % of total annualized contractual rental income, respectively. Rent is escalated annually in November under the PACS Master Lease by an amount equal to the product of (1) the lesser of the percentage change in the CPI (but not less than zero ) or 3 %, and (2) the prior year’s rent. Rent under the PACS TN Master Lease is escalated annually in December by an amount equal to the product of (1) the percentage change in the CPI and (2) the prior year’s rent (subject to a 2 % floor and a 4 % cap). The PACS TN Master Lease also provides rent abatement of $ 0.3 million in the first year. Subsequent to December 31, 2024, the PACS TN Master Lease was amended, see Note 15, Subsequent Events, for additional information. PMG — As of December 31, 2024, 15 of the Company’s facilities were leased to subsidiaries of Priority Management Group (“PMG”) on a triple-net basis under one long-term lease (the “PMG Master Lease”). The PMG Master Lease commenced on December 1, 2016, and provides an initial term of fifteen years , with two five-year renewal options. As of December 31, 2024, annualized contractual rental income from the PMG Master Lease was $ 31.9 million and is escalated annually by an amount equal to the product of (1) the lesser of the percentage change in the CPI (but not less than zero ) or 3.0 %, and (2) the prior year’s rent. In addition to rent, the subsidiaries of PMG that are tenants under the PMG Master Lease are F-14 Table of Contents CARETRUST REIT, INC. NOTES TO CONSOLIDATED FINANCIAL STATEMENTS solely responsible for the costs related to the leased properties (including property taxes, insurance, and maintenance and repair costs). Portfolio As of December 31, 2024, 103 of the Company’s 258 facilities were leased to various other operators under triple-net leases. All of these leases contain annual escalators based on the percentage change in the CPI (but not less than zero), some of which are subject to a cap, or fixed rent escalators. As of December 31, 2024, one of the Company’s 258 facilities was non-operational and was disposed of subsequent to year end. As of December 31, 2024, 10 facilities were held for sale. See Note 4, Impairment of Real Estate Investments, Assets Held for Sale, Net and Asset Sales, and Note 15, Subsequent Events, for additional information. As of December 31, 2024, the Company’s total future contractual minimum rental income for all of its tenants, excluding operating expense reimbursements, assets held for sale and non-operational assets, was as follows (dollars in thousands): Year Amount 2025 $ 273,728 2026 281,304 2027 283,468 2028 281,736 2029 277,286 Thereafter 1,588,781 $ 2,986,303 F-15 Table of Contents CARETRUST REIT, INC. NOTES TO CONSOLIDATED FINANCIAL STATEMENTS Tenant Purchase Options Certain of the Company’s operators hold purchase options allowing them to acquire properties they currently lease from the Company. A summary of these purchase options is presented below (dollars in thousands): Asset Type Properties Lease Expiration Option Period Open Date (1) Option Type (2) Current Cash Rent (3) SNF 1 March 2029 04/1/2022 (4) A / B (7) $ 858 SNF 4 November 2034 12/1/2024 (4) A (11) 4,079 SNF / Campus 2 October 2032 11/1/2026 (5) B 3,367 (9) SNF / Campus 1 May 2034 6/1/2026 (8) B 1,293 (10) SNF / Campus 1 May 2034 6/1/2027 (8) B 1,293 (10) SNF 1 November 2034 12/1/2027 (4) A 1,100 SNF 2 November 2039 12/1/2027 (6) B 3,460 (12) SNF 2 November 2039 12/1/2028 (6) B 3,460 (12) SNF 1 November 2039 12/1/2029 (6) B 1,615 (13) SNF 1 November 2039 12/1/2030 (6) B 1,615 (13) (1) The Company has not received notice of exercise for the option periods that are currently open, except as described in footnote (11) below. (2) Option type includes: A - Fixed base price. B - Fixed capitalization rate on lease revenue. (3) Based on annualized cash revenue for contracts in place as of December 31, 2024. (4) Option window is open until the expiration of the lease term. (5) Option window is open for six months from the option period open date. (6) Option window is open for one year from the option period open date. (7) Purchase option reflects two option types. (8) Purchase option window is open for nine months from the option period open date. (9) Purchase option provides for the purchase of two of three facilities. The current cash rent shown is an average of the range of $ 3.2 million to $ 3.5 million. (10) Purchase option provides for the purchase of one of five facilities. The current cash rent shown is an average of the range of $ 1.0 million to $ 1.6 million. If the operator exercises its option to extend the term of the master lease, beginning on June 1, 2035 and ending nine months thereafter, the operator will have a purchase option for all facilities then remaining in the master lease. (11) The operator notified the Company of their intent to exercise the purchase option of the four SNFs in December 2024. The Company classified the four facilities as held for sale as of December 31, 2024 and subsequently sold the facilities in January 2025. See Note 15, Subsequent Events, for additional information. (12) Purchase option provides for the purchase of two of six facilities. The current cash rent shown is an average of the range of $ 2.4 million to $ 4.6 million. (13) Purchase option provides for the purchase of one of six facilities. The current cash rent shown is an average of the range of $ 0.9 million to $ 2.3 million. Rental Income The following table summarizes components of the Company’s rental income (dollars in thousands): For the Year Ended December 31, Rental Income 2024 2023 2022 Contractual rent due (1) $ 225,426 $ 198,244 $ 188,906 Straight-line rent ( 28 ) ( 29 ) 17 Amortization of lease incentives ( 22 ) — — Amortization of below-market lease intangible 2,885 384 — Adjustment for collectibility (2) — — ( 1,417 ) Total $ 228,261 $ 198,599 $ 187,506 (1) Includes initial cash rent and tenant operating expense reimbursements, as adjusted for applicable rental escalators and rent increases due to capital expenditures funded by the Company. For tenants on a cash basis, this represents the lesser of the amount that would be recognized on a straight-line basis or cash that has been received. Tenant operating expense reimbursements for the years ended December 31, 2024, 2023 and 2022 were $ 6.7 million, $ 5.5 million, and $ 2.8 million, respectively. (2) During the year ended December 31, 2022, and in accordance with ASC 842, the Company evaluated the collectibility of lease payments through maturity and determined that it was not probable that the Company would collect substantially all of the contractual obligations from five existing and former operators. As such, the Company reversed $ 0.7 million of operating expense reimbursements, $ 0.2 million of contractual rent and $ 0.5 million of straight-line rent during the year ended December 31, 2022. If lease payments are subsequently deemed probable of collection, the Company will reestablish the receivable which will result in an increase in rental income for such recoveries. F-16 Table of Contents CARETRUST REIT, INC. NOTES TO CONSOLIDATED FINANCIAL STATEMENTS Recent Real Estate Acquisitions The following table summarizes the Company’s acquisitions for the years ended December 31, 2024, 2023 and 2022 (dollars in thousands): Type of Property Purchase Price (1) Initial Annual Cash Rent (2) Number of Properties Number of Beds/Units (3) December 31, 2024 Skilled nursing (4)(6) $ 712,471 $ 65,924 42 4,508 Multi-service campuses (4) 90,639 7,467 5 683 ALF / ILF (4) 12,749 1,022 2 102 Total $ 815,859 $ 74,413 49 5,293 December 31, 2023 Skilled nursing (4) (5) $ 169,181 $ 13,764 10 1,256 Multi-service campuses (5) 25,276 1,916 1 168 ALF / ILF 39,318 3,495 4 241 Total $ 233,775 $ 19,175 15 1,665 December 31, 2022 Skilled nursing $ 8,918 $ 815 1 135 Multi-service campuses 13,003 1,235 1 130 Total $ 21,921 $ 2,050 2 265 (1) Purchase price includes capitalized acquisition costs. (2) Initial annual cash rent represents initial cash rent for the first twelve months. (3) The number of beds/units includes operating beds at acquisition date. (4) Includes facilities held in consolidated joint ventures. See Note 12, Variable Interest Entities , for additional information. (5) One acquisition including three SNFs and one multi-service campus provides for annual fixed increases from $ 6.8 million in year one to $ 7.6 million in year two and $ 8.9 million in year three. (6) Initial annual cash rent for 11 properties does not consider rent abatement of $ 0.3 million. Lease Amendments and Terminations Ridgeline Lease Termination and NC Jaybird Lease. Effective December 31, 2024, the Company terminated its master lease with affiliates of Ridgeline Properties, LLC (“Ridgeline”). The Company entered into a new master lease (the “NC Jaybird Lease”) with affiliates of Jaybird Senior Living, Inc. (“Jaybird”) with respect to two ALFs in North Carolina previously leased to Ridgeline. The NC Jaybird Lease commenced on January 1, 2025 with an initial term of approximately 12 years, featuring two five-year renewal options and CPI-based rent escalators. Under the NC Jaybird Lease, Jaybird will receive three months of abated rent, followed by 15 months of rent calculated as a percentage of the tenants’ gross revenue. Subsequently, the next twelve months will have a fixed annual cash rent amount of $ 0.8 million increasing annually based on CPI. Annual rent under the terminated master lease for the two ALFs in North Carolina was $ 0.8 million. Four facilities which were under the Ridgeline master lease are currently held for sale and two facilities are in the process of transferring operations. Amended PACS Master Lease . On November 1, 2024, the Company acquired four skilled nursing facilities. The facilities were leased to affiliates of PACS. In conjunction with the acquisition of the four facilities, the Company amended the existing PACS Master Lease to include the four skilled nursing facilities. The PACS Master Lease had a remaining term at the date of amendment of approximately 8 years. Annual cash rent under the amended lease increased by approximately $ 5.0 million, with $ 1.1 million in deferred rent over the first twenty-four months to be repaid over twenty-four months , beginning in the third lease year. Lease Termination and Amended Ensign Lease. Effective September 1, 2024, one SNF in Kansas was removed from a master lease with a skilled nursing operator and the Company terminated the master lease. Annual cash rent under the terminated master lease prior to lease termination was approximately $ 0.8 million. In connection with the lease termination, the Company amended and extended one existing triple-net master lease with subsidiaries of Ensign to include the one SNF. The amended lease has a remaining term of approximately 15 years with two five-year renewal options and CPI-based rent escalators. Annual cash rent under the applicable Ensign master lease, as amended, increased by approximately $ 0.6 million. F-17 Table of Contents CARETRUST REIT, INC. NOTES TO CONSOLIDATED FINANCIAL STATEMENTS Lease Termination and New Jaybird Lease. Effective August 1, 2024, two ALFs in Illinois were removed from a master lease with a seniors housing operator and the Company terminated the master lease. In connection with the lease termination, the Company entered into a new master lease (the “Jaybird Lease”) with Jaybird with respect to the two ALFs. The new Jaybird Lease commenced on August 1, 2024 with an initial term of approximately 12 years, featuring two five-year renewal options and CPI-based rent escalators. Under the Jaybird Lease, Jaybird will receive three months of abated rent, followed by 15 months of rent calculated as a percentage of the tenants’ gross revenue. Subsequently, the next twelve months will have a fixed annual cash rent amount of $ 1.8 million with annual CPI-based rent escalators. Annual rent under the terminated master lease was $ 1.8 million. New Bayshire Lease. On April 1, 2024, a new master lease with affiliates of Bayshire, LLC (“Bayshire”) commenced to lease one SNF that was previously under a short-term master lease until Bayshire received regulatory approval. The short-term master lease was terminated. The Bayshire master lease had a term of approximately 15 years at the date of the lease, with two five-year renewal options and 3 % fixed rent escalators. Initial annual cash rent under the new Bayshire master lease was $ 2.6 million. The Bayshire lease provides for a rent deferral of $ 0.4 million in the first year to be repaid in 15 installments beginning in year two. Amended Eduro Lease and Amended Ensign Lease. On March 1, 2024, operations of two SNFs in Colorado operated by affiliates of Eduro Healthcare, LLC (“Eduro”) were transferred to subsidiaries of Ensign. In connection with the transfer, the Company partially terminated the Eduro master lease and amended one existing triple-net master lease with Ensign to include the two SNFs and extended the initial lease term by 15 years. The applicable Ensign master lease, as amended, had a remaining term at the date of amendment of approximately 20 years with two five-year renewal options and CPI-based rent escalators. Annual cash rent under the applicable Ensign master lease, as amended, increased by approximately $ 2.1 million and annual cash rent under the Eduro master lease, as amended, decreased by the same amount. New Embassy Lease and Hillstone Lease Amendment and Termination. Effective January 1, 2024, the Company entered into a new triple-net master lease with Embassy Healthcare Holdings, Inc. (“Embassy”) with respect to one multi-service campus, formerly leased to an affiliate of Hillstone Healthcare, Inc. (“Hillstone”). The Embassy lease had an initial term at the date of the lease of approximately 10 years with two five-year renewal options and CPI-based rent escalators. Annual cash rent under the lease is approximately $ 0.6 million and the master lease provides Embassy with a partial rent abatement until required authorizations with respect to the ALF portion of the facility are obtained and occupancy levels reach a certain percentage. On March 24, 2023, the Company amended its master lease with affiliates of Hillstone. In connection with the lease amendment, the Company agreed to defer rent of approximately $ 0.7 million for 12 months from December 2022 through November 2023 to be repaid as a percentage of adjusted gross revenues of one underlying facility, as defined in the amended lease, beginning January 1, 2025, until deferred rent has been paid in full. On December 31, 2023, the Company terminated its master lease with Hillstone. Annual cash rent under the Hillstone master lease prior to lease termination was approximately $ 1.3 million. Hillstone paid a lease termination fee of approximately $ 0.8 million to cover unpaid contractual rent. Noble NJ Lease Termination and New Ridgeline NJ Lease. On October 24, 2023, the Company entered into a new master lease (the “Ridgeline NJ Lease”) with affiliates of Ridgeline to lease two ALFs in New Jersey which were non-operational and under a short-term lease (the “Noble NJ Lease”) which was terminated in connection with the Ridgeline NJ Lease. The Ridgeline NJ Lease had an initial term at the date of the lease of approximately 10 years from the facility opening date, which was expected to occur in the second quarter of 2024 upon final regulatory approval and final licensing of both facilities, with two five-year renewal options and CPI-based escalators. Annual cash rent under the Ridgeline NJ Lease was approximately $ 1.0 million beginning on the first day of the second lease year. Premier Termination and Amended Ridgeline Lease. Effective September 1, 2023, six ALFs in Michigan and North Carolina were removed from the master lease with affiliates of Premier Senior Living, LLC (“Premier”) and the Company terminated the Premier master lease. Annual cash rent under the Premier master lease prior to lease termination was approximately $ 2.7 million. In connection with the lease termination, the Company amended its existing triple-net master lease with affiliates of Ridgeline with respect to the six ALFs. The Ridgeline lease had a remaining term at the date of the lease amendment of approximately 15 years with two five-year renewal options and CPI-based rent escalators. Annual cash rent under the amended lease increased by approximately $ 2.7 million. The amended lease provided for $ 0.2 million in rent abatement and a $ 0.2 million rent deferral that was required to be repaid beginning in December 2024. F-18 Table of Contents CARETRUST REIT, INC. NOTES TO CONSOLIDATED FINANCIAL STATEMENTS Amended Pennant Lease. On July 6, 2023, the Company amended its master lease with affiliates of Pennant (the “Pennant Master Lease”). In connection with the lease amendment, the Company extended the initial lease term. The Pennant Master Lease, as amended, had a remaining term at the date of amendment of approximately 15 years, with two five-year renewal options and CPI-based rent escalators. Annual cash rent under the amended Pennant Master Lease remained unchanged. Amended Momentum Lease . On April 1, 2023, the Company acquired one SNF. In connection with the acquisition, the Company amended its existing triple-net master lease with affiliates of Momentum Skilled Services (“Momentum”) to include the one SNF and extended the initial lease term. The Momentum master lease, as amended, had a remaining term at the date of amendment of approximately 15 years, with two five-year renewal options and CPI-based rent escalators. Annual cash rent under the amended lease increased by approximately $ 1.0 million. Noble VA Lease Termination and New Pennant Lease. Effective March 16, 2023, two ALFs in Wisconsin were removed from a master lease with affiliates of Noble VA Holdings (“Noble VA”) and the Company terminated the applicable Noble VA master lease. Annual cash rent under the applicable Noble VA master lease prior to lease termination was approximately $ 2.3 million. In connection with the lease termination, the Company entered into a new lease (the “New Pennant Lease”) with Pennant with respect to the two ALFs. The New Pennant Lease had an initial term at the date of the lease of approximately 15 years with two five-year renewal options and CPI-based rent escalators. Annual cash rent under the new lease was approximately $ 0.8 million and the master lease provides Pennant with three months deferred rent to be repaid before the expiration or termination of the lease. Noble Partial Lease Termination and New Landmark Leases. In June and August of 2022, one ALF in Florida and one ALF in Maryland were removed from a master lease with affiliates of Noble Senior Services (“Noble”) and the Company amended the applicable Noble master lease to reflect the removal of the two ALFs. Annual cash rent under the applicable Noble master lease decreased by approximately $ 1.1 million. In connection with the partial lease termination, the Company entered into a lease with Landmark Recovery of Maryland, LLC and Landmark Recovery of Florida, LLC (collectively “Landmark”) to repurpose the facilities to behavioral health treatment centers. Rent under the leases will commence 12 - 18 months following commencement of the lease term or, if earlier, upon Landmark obtaining all licensure, permits, and other required regulatory authorizations with respect to operating the facility. The leases will expire on the 20 th anniversary of the rent commencement date and both contain one 10-year renewal option and CPI-based rent escalators. Pennant Partial Lease Termination and Amended Ensign Master Leases. On April 1, 2022, operations at two ALFs in California and Washington operated by Pennant were transferred to Ensign. In connection with the transfers, the Company amended the Pennant Master Lease to reflect the removal of the two ALFs and amended two existing Ensign Master Leases to include the two ALFs. The applicable Ensign Master Leases, as amended, had a remaining term at the date of amendment of approximately five years and 16 years, respectively, both with three five-year renewal options and CPI-based rent escalators. Annual cash rent under each of the two applicable Ensign Master Leases, as amended, increased by approximately $ 0.4 million and annual cash rent under the Pennant Master Lease, as amended, decreased by $ 0.8 million. On March 1, 2022, operations at one ALF in Arizona operated by affiliates of Pennant were transferred to affiliates of Ensign. In connection with the transfer, the Company amended the Pennant Master Lease to reflect the removal of the ALF and amended an existing Ensign Master Lease to include the one ALF. The applicable Ensign Master Lease, as amended, had a remaining term at the date of amendment of approximately 11 years, with two five-year renewal options and CPI-based rent escalators. Annual cash rent under the applicable Ensign Master Lease, as amended, increased by approximately $ 0.3 million and annual cash rent under the Pennant Master Lease, as amended, decreased by the same amount. Amended Eduro Master Lease. On February 1, 2022, the Company acquired one SNF. In conjunction with the acquisition, the Company amended its existing triple-net master lease with affiliates of Eduro to include the one SNF and extended the initial lease term. The Eduro master lease, as amended, had a remaining term at the date of amendment of approximately 12 years, with two five-year renewal options and CPI-based rent escalators. Annual cash rent under the Eduro master lease, as amended, increased by approximately $ 0.8 million. F-19 Table of Contents CARETRUST REIT, INC. NOTES TO CONSOLIDATED FINANCIAL STATEMENTS Amended WLC Master Lease. On March 1, 2022, the Company acquired one multi-service campus. In conjunction with the acquisition, the Company amended its existing triple-net master lease with affiliates of WLC Management Firm, LLC (“WLC”) to include the one multi-service campus. The WLC master lease, as amended, had a remaining term at the date of amendment of approximately 12 years, with two five-year renewal options and CPI-based rent escalators. Annual cash rent under the WLC master lease, as amended, increased by approximately $ 1.2 million. 4. IMPAIRMENT OF REAL ESTATE INVESTMENTS, ASSETS HELD FOR SALE, NET AND ASSET SALES During the year ended December 31, 2024, the Company recognized aggregate impairment charges of $ 42.2 million, of which $ 18.8 million related to properties held for sale, $ 9.4 million related to properties held for investment, and $ 14.0 million related to properties that were sold. During the year ended December 31, 2023, the Company recognized aggregate impairment charges of $ 36.3 million, of which $ 26.8 million related to properties held for sale, $ 8.0 million related to properties held for investment, and $ 1.5 million related to properties that were sold. During the year ended December 31, 2022, the Company recognized aggregate impairment charges of $ 79.1 million, of which $ 14.4 million related to properties held for sale, $ 19.7 million related to properties held for investment, and $ 45.0 million related to properties that were sold. These charges are reported in impairment of real estate investments in the consolidated statements of operations. Impairment of Real Estate Investments Held for Sale As of December 31, 2024, there were 10 facilities classified as held for sale, all of which have been recorded at the lesser of their carrying value or fair value less estimated costs to sell. The fair values of the assets held for sale were based on estimated sales prices, which are considered to be Level 3 measurements within the fair value hierarchy. Estimated sales prices were determined using a market approach (comparable sales model), which relies on certain assumptions by management, including: (i) comparable market transactions, (ii) estimated prices per unit, and (iii) binding agreements for sales and non-binding offers to purchase from unrelated third-parties. There are inherent uncertainties in making these assumptions. For the Company’s impairment calculations on assets held for sale during the twelve months ended December 31, 2024, the Company’s fair value estimates primarily relied on a market approach and utilized prices per unit ranging from $ 7,000 to $ 116,000 , with a weighted average price per unit of $ 60,000 . For the Company’s impairment calculations on assets held for sale during the twelve months ended December 31, 2023, the Company’s fair value estimates primarily relied on a market approach and utilized prices per unit ranging from $ 8,000 to $ 85,000 , with a weighted average price per unit of $ 20,000 . For the Company’s impairment calculations on assets held for sale during the twelve months ended December 31, 2022, the Company’s fair value estimates primarily relied on a market approach and utilized prices per unit ranging from $ 20,000 to $ 85,000 , with a weighted average price per unit of $ 55,000 . Impairment of Real Estate Investments Held for Investment During the quarter ended December 31, 2024, the Company recognized an impairment charge of $ 5.0 million related to one ALF with a carrying value of $ 5.0 million which was non-operational. In January 2025, the Company deeded the improvements back to the ground lessor for no consideration. During the third quarter of 2024, the Company determined that two ALFs, with a carrying value of $ 5.0 million, that were classified as held for sale at June 30, 2024 no longer met the held for sale criteria. During the second quarter of 2024, the Company recognized $ 4.4 million of impairment charges in connection with the write down of the assets’ carrying values to their estimated fair value less costs to sell. The Company reclassified these ALFs out of assets held for sale at their fair value at the date of the decision not to sell of approximately $ 5.0 million, or a weighted average price per unit of $ 45,000 . During the year ended December 31, 2024, the Company recognized approximately $ 4.4 million in impairment charges related to these two ALFs. During the year ended December 31, 2023, the Company recognized an impairment charge of $ 8.0 million related to one SNF. The Company wrote down its carrying value of $ 8.7 million to its estimated fair value of $ 0.7 million, which is included in real estate investments, net on the Company’s consolidated balance sheets. The fair value of the asset was based on comparable market transactions and considered Level 3 measurements within the fair value hierarchy. For the Company’s impairment calculation, the Company’s fair value estimates primarily relied on a market approach and utilized prices per unit of $ 7,000 . F-20 Table of Contents CARETRUST REIT, INC. NOTES TO CONSOLIDATED FINANCIAL STATEMENTS During the year ended December 31, 2022, the Company recognized an impairment charge of $ 1.7 million related to one SNF. The Company wrote down its carrying value of $ 2.8 million to its estimated fair value of $ 1.1 million, which is included in real estate investments, net on the Company’s condensed consolidated balance sheets. The fair value of the asset was based on comparable market transactions and considered Level 3 measurements within the fair value hierarchy. For the Company’s impairment calculation, the Company’s fair value estimates primarily relied on a market approach and utilized prices per unit of $ 20,000 . During the third quarter of 2022, the Company determined that one ALF, with a carrying value of $ 4.9 million, that was classified as held for sale at June 30, 2022 no longer met the held for sale criteria. The Company reclassified this ALF out of assets held for sale at its fair value at the date of the decision not to sell of approximately $ 4.9 million, or a weighted average price per unit of $ 125,000 . During the year ended December 31, 2022, the Company recognized approximately $ 1.4 million in impairment charges related to this one ALF. During the fourth quarter of 2022, the Company determined that nine ALFs, with a carrying value of $ 50.8 million, that were classified as held for sale at September 30, 2022, no longer met the held for sale criteria. The Company reclassified the nine ALFs out of assets held for sale at their fair value at the date of the decision not to sell of approximately $ 47.8 million. During the year ended December 31, 2022, the Company recognized approximately $ 16.6 million in impairment charges related to these nine ALFs. The fair value of assets reclassified as real estate investments held for use was based on an income approach using current market conditions and considers matters such as the forecasted operating cash flows, lease coverage ratios, capitalization rates, and, where applicable, terms of recent lease agreements or the results of negotiations with prospective tenants, which are considered to be Level 3 measurements within the fair value hierarchy. There are inherent uncertainties in making these assumptions. For the Company’s impairment calculations, the Company’s fair value estimates primarily relied on an income approach. When utilizing an income approach, assumptions include, but are not limited to, terminal capitalization rates ranging from 7.5 % to 8.75 % and discount rates ranging from 8.5 % to 9.75 %. Asset Sales and Held for Sale Reclassifications The following table summarizes the Company’s dispositions for the years ended December 31, 2024, 2023 and 2022 (dollars in thousands): Twelve Months Ended December 31, 2024 2023 2022 (1) Number of facilities 17 5 13 Net sales proceeds (2) $ 17,715 $ 18,313 $ 57,149 Net carrying value 19,923 16,095 60,918 Net (loss) gain on sale $ ( 2,208 ) $ 2,218 $ ( 3,769 ) (1) Net sales proceeds, net carrying value and net (loss) gain on sale also reflect a land parcel that was sold during the year ended December 31, 2022, which is not included in the number of facilities. (2) Net sales proceeds includes $ 1.0 million of seller financing in connection with the sale of one ALF in January 2024. Net sales proceeds includes $ 2.0 million of seller financing in connection with the sale of one ALF in June 2023. Net sales proceeds includes $ 12.0 million of seller financing in connection with the sale of six SNFs and one multi-service campus in September 2022. F-21 Table of Contents CARETRUST REIT, INC. NOTES TO CONSOLIDATED FINANCIAL STATEMENTS The following table summarizes the Company’s assets held for sale activity for the years ended December 31, 2024 and 2023 (dollars in thousands): Net Carrying Value Number of Facilities December 31, 2022 $ 12,291 5 Additions to assets held for sale 47,114 14 Assets sold ( 16,095 ) ( 5 ) Impairment of real estate held for sale ( 28,299 ) — December 31, 2023 15,011 14 Additions to assets held for sale 104,447 15 Assets sold ( 19,923 ) ( 17 ) Impairment of real estate held for sale ( 37,266 ) — Assets reclassified to held for investment ( 5,008 ) ( 2 ) December 31, 2024 $ 57,261 10 F-22 Table of Contents CARETRUST REIT, INC. NOTES TO CONSOLIDATED FINANCIAL STATEMENTS 5. OTHER REAL ESTATE RELATED AND OTHER INVESTMENTS As of December 31, 2024 and 2023 , the Company’s other real estate related investments, inclusive of accrued interest, consisted of the following (dollars in thousands): Other Real Estate Related Investments: Facility Count and Type As of December 31, 2024 Loans Receivable, at Fair Value: SNF Campus ALF ILF Principal Balance as of December 31, 2024 Fair Value as of December 31, 2024 (1) Fair Value as of December 31, 2023 (1) Weighted Average Contractual Interest Rate (2), (3) Maturity Date Mortgage secured loans receivable (4) 62 4 19 2 $ 658,400 $ 660,392 $ 156,769 8.8 % 5/31/2025 - 9/30/2039 Mezzanine loans receivable (4) 40 4 2 — 82,287 80,612 21,799 12.8 % 7/25/2027 - 12/31/2034 Total $ 740,687 $ 741,004 $ 178,568 As of December 31, 2024 Principal Balance as of December 31, 2024 Book Value as of December 31, 2024 Book Value as of December 31, 2023 Weighted Average Contractual Interest Rate Maturity Date Preferred Equity $ 53,782 $ 54,199 $ 1,801 11.1 % N/A Total $ 53,782 $ 54,199 $ 1,801 Facility Count and Type As of December 31, 2024 Financing Receivable, at Fair Value: SNF Campus ALF ILF Principal Balance as of December 31, 2024 Fair Value as of December 31, 2024 (5) Fair Value as of December 31, 2023 Weighted Average Effective Interest Rate (6) Maturity Date Financing Receivable 39 — 5 2 $ 95,723 $ 96,004 $ — 12.0 % 11/30/2039 Total $ 95,723 $ 96,004 $ — (1) Fair value of mortgage secured loans receivable includes $ 3.4 million and $ 1.5 million of accrued interest as of December 31, 2024 and 2023, respectively. Fair value of mezzanine loans receivable includes $ 0.9 million and $ 0.2 million of accrued interest as of December 31, 2024 and 2023, respectively. (2) Rates are net of subservicing fee, if applicable. (3) Three mortgage secured loans receivable and two mezzanine loans receivable use term secured overnight financing rate (“SOFR”), which are subject to a floor for certain of the loans. Term SOFR used as of December 31, 2024 was 4.34 %. (4) If the Company also has extended mezzanine financing to an affiliate of the borrower under a mortgage loan receivable, the applicable facility counts are included in both respective totals. (5) Fair value of financing receivable includes $ 0.3 million of accrued interest for the year ended December 31, 2024. (6) The Company leased these facilities back to the seller under a 15-year contract, with two five-year renewal options. The agreement provides for an initial contractual cash yield of 11.0 % for the first three years , with annual CPI-based escalators beginning in year four, subject to a 3 % cap. The agreement provides for deferred payments equal to 2.0 % of the contractual cash yield in the first year and 0.5 % of the contractual cash yield in the second year. At the time the seller-lessee exercises its purchase options, option proceeds will be used to repay any outstanding deferred payments as well as additional payments such that the Company receives a contractual cash yield of 12.5 % on its gross investment in the applicable properties through the option exercise date. If any deferred amounts remain unpaid, beginning in year eight, the deferred amounts are to be repaid in 24 equal monthly payments. The Company has not received notice of exercise for the purchase option period currently open. F-23 Table of Contents CARETRUST REIT, INC. NOTES TO CONSOLIDATED FINANCIAL STATEMENTS The following table summarizes the Company’s other real estate related investments activity for the years ended December 31, 2024, 2023, and 2022 (dollars in thousands): For the Year Ended December 31, 2024 2023 2022 Origination of other real estate related investments $ 607,203 $ 53,834 $ 147,150 Accrued interest, net 2,998 388 1,165 Unrealized gain (loss) on other real estate related investments, net 9,045 ( 6,485 ) ( 7,102 ) Payments of other real estate related investments ( 4,412 ) ( 25,537 ) — Net change in other real estate related investments $ 614,834 $ 22,200 $ 141,213 The fair value option is elected on an instrument by instrument basis and must be applied to an entire instrument and is irrevocable once elected. The Company’s primary purpose in electing the fair value option for these instruments was to ali gn with management’s view of the underlying economics of the loans and the manner in which they are managed. 2024 Other Real Estate Related Investment Transactions On January 1, 2024, the Company closed on the sale of one ALF. In connection with the sale, the Company provided affiliates of the purchaser of the property with a $ 1.0 million mortgage loan which bears interest at a rate of 9.0 %. The mortgage loan is s ecured by the ALF and is set to mature on January 1, 2027. The mortgage loan may be prepaid in whole before the maturity date. The Company elected the fair value option for the mortgage loan. On January 25, 2024, the Company extended a $ 9.8 million mezzanine loan for a portfolio of ten SNFs located in Missouri secured by a pledge of membership interests in an up-tier holding company of the borrower group. The Company participated in the loan alongside a co-lender pursuant to a participation agreement entered into between the Company and the co-lender. Pursuant to such agreement, the Company provided $ 9.8 million in mezzanine loan proceeds and the co-lender provided the remaining $ 10.2 million of loan proceeds. As a participant in the loan, and subject to limited exceptions, the Company is entitled to receive its proportionate share of loan payments made by the borrower with each co-lender’s proportionate share being given equal weight. The loan bears interest at term SOFR plus 8.75 %, with a term SOFR floor of 6 %, payable monthly and net of a 0.75 % subservicing fee. Commencing on February 1, 2026, monthly principal payments shall be due. The mezzanine loan is set to mature on July 25, 2027, with two six-month extension options and may (subject to certain restrictions) be prepaid in whole before the maturity date for an exit fee ranging from 1 % to 2 % of the loan plus unpaid interest payments equal to 24 months (less the amount of monthly interest payments made by the borrower through the date of prepayment). The Company elected the fair value option for the mezzanine loan. On February 1, 2024, the Company extended a $ 7.4 million mezzanine loan for one SNF located in California secured by a pledge of membership interests in an up-tier holding company of the borrower group. The loan bears interest at 11.5 %, payable monthly. The mezzanine loan is set to mature on January 31, 2029, and may not (subject to certain limited exceptions) be prepaid prior to the date that is 18 months following the loan closing. The Company elected the fair value option for the mezzanine loan. On February 2, 2024, the Company extended a $ 35.0 million mezzanine loan for a portfolio of 15 SNFs located in Virginia secured by a pledge of membership interests in an up-tier holding company of the borrower group. The Company participated in the loan alongside a co-lender pursuant to a participation agreement entered into between the Company and the co-lender. Pursuant to such agreement, the Company provided $ 35.0 million in mezzanine loan proceeds and the co-lender provided the remaining $ 50.0 million of loan proceeds. As a participant in the loan, and subject to limited exceptions, the Company is entitled to receive its proportionate share of loan payments made by the borrower with each co-lender’s proportionate share being given equal weight. The loan bears interest at term SOFR plus 8.75 %, with a term SOFR floor of 6 %, payable monthly and net of a 0.75 % subservicing fee. Commencing on February 2, 2026, monthly principal payments shall be due. The mezzanine loan is set to mature on August 1, 2027, with two six-month extension options and may (subject to certain restrictions) be prepaid in whole before the maturity date for an exit fee ranging from 1 % to 2 % of the loan plus unpaid interest payments equal to 18 months (less the amount of monthly interest payments made by the borrower through the date of prepayment). The Company elected the fair value option for the mezzanine loan. F-24 Table of Contents CARETRUST REIT, INC. NOTES TO CONSOLIDATED FINANCIAL STATEMENTS On May 1, 2024, the Company extended a $ 26.7 million mortgage loan to a skilled nursing real estate owner. The mortgage loan is secured by two SNFs and bears interest at a rate of 9.1 %, payable monthly. The mortgage loan is set to mature on May 1, 2031 and includes a one year extension option. The mortgage loan may not be prepaid prior to July 31, 2029, subject to certain limited exceptions. The mortgage loan includes a purchase option with an exercise window that opens during the initial 90-day period of each of the 4th, 5th and 6th loan years, with the purchase option price for the facilities being calculated by dividing the amount of the then annual base rent by an agreed upon lease yield. The Company elected the fair value option for the mortgage loan. On June 3, 2024, the Company extended a $ 165.0 million mortgage loan to a regional health care real estate owner. The mortgage loan is secured by eight SNFs located in North Carolina and bears interest at a rate of SOFR plus 4.25 %, with a term SOFR floor of 5.15 %, payable monthly and net of a 0.25 % subservicing fee. Commencing on June 1, 2027, monthly principal payments will be due. The mortgage loan is set to mature on June 1, 2029, and includes two six-month extension options. The mortgage loan may not be prepaid prior to June 1, 2026, subject to certain limited exceptions. The Company elected the fair value option for the mortgage loan. Concurrently with closing, KeyBank National Association purchased a $ 75.0 million participation in the mortgage loan from the Company. On July 30, 2024, the Company exercised the call option on the $ 75.0 million secured borrowing at a call purchase price equal to the principal amount plus accrued and unpaid interest and an exit fee of $ 0.4 million. See Note 7, Debt , for additional information. On August 1, 2024, the Company extended a $ 260.0 million mortgage loan to a skilled nursing real estate owner. The loan is secured by a first priority mortgage lien on a real estate portfolio of 37 SNFs, ALFs and multi-service campuses located in various states and bears interest at a fixed rate of 8.4 %, payable monthly. The mortgage loan is set to mature on August 1, 2029 and has a 24-month lockout period on prepayment subject to certain exceptions. The mortgage loan may otherwise be prepaid in part or in whole after the 24-month lockout period with agreed upon exit fees, as applicable. The Company elected the fair value option for the mortgage loan. On October 1, 2024, and in connection with a $ 55.5 million skilled nursing acquisition, the Company extended a $ 19.2 million mortgage loan to a skilled nursing operator. The loan is secured by a first priority ground leasehold mortgage lien on a SNF located in Maryland and bears interest at an initial annual rate of 9.35 % with annual CPI-based escalators, payable monthly. The mortgage loan has a term of 15 years and is set to mature on September 30, 2039, with two five-year extension options. The mortgage loan provides for a put option, giving the borrower the right to require the lender to purchase the underlying ground leasehold and property associated with the mortgage loan. The exercise window for the put option is between 90 to 30 days prior to the maturity date. The mortgage loan also provides for a purchase option in favor of the Company (subject to certain requirements) with two exercise windows. The first exercise window is on or before October 1, 2026. The second purchase option window opens January 1, 2039, and remains open for 6 months. The Company elected the fair value option for the mortgage loan. On October 1, 2024, the Company extended a $ 9.8 million mortgage loan to a skilled nursing real estate owner. The loan is secured by a first priority mortgage lien on a SNF located in Colorado and bears interest at a fixed rate of 8.5 %, payable monthly. The mortgage loan is set to mature on September 30, 2034. The mortgage provides a one-year extension option and may (subject to certain restrictions) be prepaid in whole, after the 18 th month following the loan closing, for an exit fee ranging from 0 % to 2 % of the loan plus unpaid interest payments. The Company elected the fair value option for the mortgage loan. On December 20, 2024, the Company extended a $ 5.1 million mezzanine loan for one multi service campus located in Maryland secured by a pledge of membership interests in an up-tier holding company of the borrower group. The loan bears interest at a rate of 13 %, with annual CPI-based escalators. The mezzanine loan is set to mature on December 31, 2034. The mezzanine loan may not be prepaid in whole or in part prior to maturity. The Company elected the fair value option for the mezzanine loan. On December 27, 2024, the Company extended an $ 11.3 million mortgage loan to a skilled nursing real estate owner. The loan is secured by a first priority mortgage lien on one SNF located in Washington and bears interest at a fixed rate of 8.5 %. The mortgage loan is set to mature on December 27, 2034. The mortgage provides a one-year extension option and may (subject to certain restrictions) be prepaid in whole, after 18 months, for an exit fee ranging from 0 % to 2 % of the loan plus unpaid interest payments. The Company elected the fair value option for the mortgage loan. F-25 Table of Contents CARETRUST REIT, INC. NOTES TO CONSOLIDATED FINANCIAL STATEMENTS 2023 Other Real Estate Related Investment Transactions On June 1, 2023, the Company closed on the sale of one ALF. In connection with the sale, the Company provided affiliates of the purchaser of the properties with a $ 2.0 million mortgage loan which bears interest at a rate of 9.0 %. The mortgage loan is secured by the ALF and was set to mature on May 31, 2024. The maturity date was subsequently extended to May 31, 2025. The mortgage loan has a one-year extension option and may be prepaid in whole before the maturity date. The Company elected the fair value option for the mortgage loan. On June 29, 2023, the Company extended a $ 26.0 million mortgage loan to a skilled nursing real estate owner. The mortgage loan is secured by one SNF campus and one ILF and bears interest at a rate of 9.0 %. The mortgage loan is set to mature on June 29, 2033 and may (subject to certain restrictions) be prepaid in whole before the maturity date for an exit fee ranging from 0 % to 3 % of the loan plus unpaid interest payments. The Company elected the fair value option for the mortgage loan. On July 17, 2023, the Company extended a $ 15.7 million mortgage loan to a skilled nursing real estate owner. The mortgage loan is secured by two SNFs and bears interest at a rate of 9.0 %. The mortgage loan is set to mature on August 1, 2028, with one five-year extension option and may (subject to certain restrictions) be prepaid in whole before the maturity date for an exit fee ranging from 2 % to 3 % of the loan plus unpaid interest payments; provided, however, that no exit fee is payable in connection with the loan being refinanced pursuant to a loan (or loans) provided by Fannie Mae, Freddie Mac, Federal Housing Administration, or a similar governmental authority. The Company elected the fair value option for the mortgage loan. On September 29, 2023, the Company extended a $ 3.6 million mortgage loan as part of a larger, multi-tranche real estate secured term loan facility to a skilled nursing real estate owner. The secured term loan was structured with an “A” and a “B” tranche (with the payments on the “B” tranche being subordinate to the “A” tranche pursuant to the terms of a written agreement between the lenders). The Company’s $ 3.6 million secured mortgage loan constituted the entirety of the “B” tranche with its payments subordinated accordingly and bears interest at a rate of 12.0 %. The mortgage loan is secured by three SNFs. The mortgage loan is set to mature on September 29, 2026, with two six-month extension options and may (subject to certain restrictions) be prepaid in whole before the maturity date for an exit fee ranging from 0% to 2 % of any proposed financing in connection with the loan being refinanced by the U.S. Department of Housing and Urban Development (“HUD”). The Company elected the fair value option for the mortgage loan. On November 29, 2023, the Company extended a $ 6.3 million mortgage loan to an assisted living real estate owner. The mortgage loan is secured by one ALF and bears interest at a rate of 9.9 %. The mortgage loan is set to mature on June 1, 2026, with two six-month extension options and may (subject to certain restrictions) be prepaid in whole before the maturity date for an exit fee of 2 % of the loan plus unpaid interest payments; provided, however, that no exit fee is payable in connection with the loan being refinanced pursuant to a loan (or loans) provided by Fannie Mae, Freddie Mac, Federal Housing Administration, or a similar governmental authority. The Company elected the fair value option for the mortgage loan. On December 15, 2023, a partial payment of $ 10.5 million was made on one $ 22.3 million mortgage loan receivable. See below under “2022 Other Real Estate Related Investment Transactions” for further detail. On March 30, 2023, one $ 15.0 million mezzanine loan was prepaid in full. The $ 15.0 million mezzanine loan was originated in 2020 for nine skilled nursing facilities secured by membership interests in the borrower, with an annual interest rate of 12 %. 2022 Other Real Estate Related Investment Transactions In June 2022, the Company extended a $ 75.0 million term loan to a skilled nursing real estate owner as part of a larger, multi-tranche, senior secured term loan facility. The senior secured term loan was structured with an “A” tranche, a “B” tranche, and a “C” tranche (with the “C” tranche being the most subordinate). The Company’s $ 75.0 million term loan constituted the entirety of the “C” tranche with its payments subordinated accordingly. The senior secured term loan facility is secured by an 18 -facility skilled nursing portfolio in the Mid-Atlantic region, operated by a large, regional skilled nursing operator. In connection with the senior secured term loan facility and the borrower’s acquisition of the skilled nursing portfolio, the Company also extended to the borrower group a $ 25.0 million mezzanine loan. The “C” tranche of the senior secured term loan bears interest at 8.5 %, less a servicing fee equal to the positive difference, if any, between the lesser of the contractual interest payment and actual payment of interest made by the borrower and a hypothetical interest payment at a rate of 8.25 %, resulting in an effective interest rate of 8.375 %. The “C” tranche senior secured term loan is set to mature on June 30, 2027 and may (subject to certain restrictions) be prepaid in whole or in part before the maturity date for an exit fee ranging from 1 % to F-26 Table of Contents CARETRUST REIT, INC. NOTES TO CONSOLIDATED FINANCIAL STATEMENTS 3 % of the loan plus unpaid interest payments through the end of the month of prepayment; provided, however, that no exit fee is payable in connection with portions of the loan being refinanced pursuant to a loan (or loans) provided by or insured by HUD, Federal Housing Administration, or a similar governmental authority. The mezzanine loan bears interest at 11 % and is secured by a pledge of membership interests in an up-tier affiliate of the borrower group. The mezzanine loan is set to mature on June 30, 2032, and may (subject to certain restrictions) be prepaid in whole or in part before the maturity date, commencing on June 30, 2029, for an exit fee ranging from 1 % to 3 % of the loan plus unpaid interest payments through the date of prepayment. The “C” tranche senior secured term loan and mezzanine loan both require monthly interest payments. The Company elected the fair value option for both the “C” tranche term loan and the mezzanine loan. In August 2022, the Company extended a $ 22.3 million term loan as part of a larger, multi-tranche real estate secured term loan facility to a skilled nursing real estate owner. The secured term loan was structured with an “A” and a “B” tranche (with the payments on the “B” tranche being subordinate to the “A” tranche pursuant to the terms of a written agreement between the lenders). The Company’s $ 22.3 million secured term loan constituted the entirety of the “B” tranche with its payments subordinated accordingly. The secured term loan is primarily secured by five skilled nursing facilities, four of which are operated by an existing operator and one of which is operated by a large, regional skilled nursing operator. The “B” tranche secured term loan is set to mature on August 1, 2025, with two one-year extension options and may (subject to certain restrictions) be prepaid in whole or in part before the maturity date for an exit fee ranging from 2 % to 3 % of the loan plus unpaid interest payments; provided, however, that no exit fee is payable in connection with portions of the loan being refinanced pursuant to a loan (or loans) provided by or insured by HUD, Federal Housing Administration, or a similar governmental authority. The "B" tranche secured term loan bears interest at a rate based on term secured overnight financing rate, calculated as a fraction, with the numerator being the difference between (i) the monthly payment of interest of term SOFR plus a 4.25 % spread and (ii) the amount of such monthly payment of interest of term SOFR plus a 2.75 % spread, and with the denominator being the average daily balance of the outstanding principal amount during the applicable month, with such fraction expressed as a percentage and annualized, with a term SOFR floor of 1.0 % and less a subservicing fee of 50 % over 8.25 %. The “B” tranche secured term loan requires monthly interest payments. The Company elected the fair value option for the “B” tranche secured term loan. In December 2023, in accordance with the terms and conditions set forth in the loan agreement, the borrower elected to cause one of the skilled nursing facilities to be released from the loan, and in connection with the same, the borrower partially prepaid the loan in the amount of $ 10.5 million and in December 2024, the borrower elected to cause another skilled nursing facility to be released from the loan and partially prepaid the loan in the amount of $ 4.4 million. In September 2022, the Company extended a $ 24.9 million term loan as part of a larger, multi-tranche real estate secured term loan facility to a skilled nursing real estate owner. The secured term loan was structured with an “A” and a “B” tranche (with the payments on the “B” tranche being subordinate to the “A” tranche pursuant to the terms of a written agreement between the lenders). The Company’s $ 24.9 million secured term loan constituted the entirety of the “B” tranche with its payments subordinated accordingly. The secured term loan is primarily secured by four skilled nursing facilities operated by an operator in the Southeast. The “B” tranche secured term loan is set to mature on September 8, 2025, with two one-year extension options and may (subject to certain restrictions) be prepaid in whole or in part before the maturity date for an exit fee ranging from 1 % to 3 % of the loan plus unpaid interest payments; provided, however, that no exit fee is payable in connection with portions of the loan being refinanced pursuant to a loan (or loans) provided by or insured by the United States Department of Housing and Urban Development, Federal Housing Administration, or a similar governmental authority. The “B” tranche secured term loan provides for an earn-out advance of $ 4.7 million if certain conditions are met. During the fourth quarter of 2024, the conditions for the earn-out were met and the $ 4.7 million was funded. The "B" tranche secured term loan bears interest at a rate based on term SOFR, calculated as a fraction, with the numerator being the difference between (i) the monthly payment of interest of term SOFR plus a 4.50 % spread and (ii) the amount of such monthly payment of interest of term SOFR plus a 2.85 % spread, and with the denominator being the average daily balance of the outstanding principal amount during the applicable month, with such fraction expressed as a percentage and annualized, with a term SOFR floor of 1.0 % and less a subservicing fee of 100 % over 9.00 %. The “B” tranche secured term loan requires monthly interest payments. The Company elected the fair value option for the “B” tranche secured term loan. Preferred Equity Investments On June 3, 2024, the Company funded a $ 9.0 million preferred equity investment in an uptier parent entity of the borrower under the $ 165.0 million mortgage loan described above under “ 2024 Other Real Estate Related Investment Transactions.” The Company's initial contractual yield on its preferred equity investment is 11 %. Prepayment of the preferred equity investment is restricted, subject to certain carveouts, prior to the senior mortgage loan being paid off in full. F-27 Table of Contents CARETRUST REIT, INC. NOTES TO CONSOLIDATED FINANCIAL STATEMENTS On August 1, 2024, the Company funded a $ 43.0 million preferred equity investment in an uptier holding company of the borrowers under the $ 260.0 million mortgage loan described above under “ 2024 Other Real Estate Related Investment Transactions.” The Company's initial contractual yield on its preferred equity investment is 11 %. In December 2023, the Company completed a $ 1.8 million preferred equity investment in E3 Acquisition, LLC, which owns the borrowers under the $ 3.6 million mortgage loan noted above under “ 2023 Other Real Estate Related Investment Transactions.” The preferred equity investment yields a return of 15 % calculated on the outstanding carrying value of the investment. The preferred equity investment is expected to be repaid with proceeds from the refinancing of the Company’s $ 3.6 million mortgage loan with HUD, provided, however, that if the repayment occurs sooner than 15 months from the investment date, the Company will receive the amount had the preferred equity investment remained outstanding for the full 15 months. Financing Receivable On December 5, 2024, the Company invested $ 95.7 million, exclusive of transaction costs, to acquire a portfolio of 46 properties in Illinois in a sale and leaseback transaction with affiliates of Cascade Capital Partners, LLC (“Cascade”). In connection with the transaction, the Company entered into a new triple-net master lease with Cascade and provided Cascade with options to repurchase the properties, structured over multiple tranches, with various option window start dates, beginning December 1, 2024, and open through the remainder of the 15 -year term. As such, the Company determined that the sale and leaseback transaction met the accounting criteria to be presented as a financing receivable on its consolidated balance sheets and recorded interest income from financing receivable on its consolidated statements of operations. Interest income is based on an imputed interest rate over the term of the applicable financing arrangement and as a result the interest recognized in any particular period will not equal the cash payments from the agreement in that period. Cash received from the financing receivable was $ 0.7 million during the year ended December 31, 2024. The Company elected the fair value option for the financing receivable. Other Loans Receivables As of December 31, 2024 and 2023, the Company’s other loans receivable, included in prepaid expenses and other assets, net on the Company’s consolidated balance sheets, consisted of the following (dollars in thousands): As of December 31, 2024 Investment Principal Balance as of December 31, 2024 Book Value as of December 31, 2024 Book Value as of December 31, 2023 Weighted Average Contractual Interest Rate Maturity Date Other loans receivable $ 21,979 $ 22,010 $ 17,156 9.0 % 9/30/2025 - 12/31/2027 Expected credit loss — ( 6,994 ) ( 2,094 ) Total $ 21,979 $ 15,016 $ 15,062 The following table summarizes the Company’s other loans receivable activity for the years ended December 31, 2024, 2023 and 2022 (dollars in thousands): For the Year Ended December 31, 2024 2023 2022 Origination of loans receivable $ 4,985 $ 8,486 $ 14,500 Principal payments ( 100 ) ( 988 ) ( 6,307 ) Accrued interest, net ( 31 ) 58 ( 4 ) Provision for loan losses, net ( 4,900 ) — ( 3,844 ) Net (decrease) increase in other loans receivable $ ( 46 ) $ 7,556 $ 4,345 F-28 Table of Contents CARETRUST REIT, INC. NOTES TO CONSOLIDATED FINANCIAL STATEMENTS Expected credit losses and recoveries are recorded in provision for loan losses, net in the consolidated statements of operations. During the year ended December 31, 2024, the Company recorded a 4.9 million expected credit loss related to one other loan receivable with a principal balance of 4.9 million that has been placed on non-accrual status. During the year ended December 31, 2023, the Company had no additional expected credit loss and did not consider any loan receivable investments to be impaired. During the year ended December 31, 2022, the Company recorded a $ 4.6 million expected credit loss related to two other loans receivable that have been placed on non-accrual status, including an unfunded loan commitment of $ 0.4 million, net of a loan loss recovery of $ 0.8 million related to a loan previously written-off. During the year ended December 31, 2022, the Company fully reserved and wrote-off $ 2.5 million, related to one other loan receivable, in connection with the sale of six SNFs and one multi-service campus. The following table summarizes the interest and other income recognized from the other real estate related investments, other loans receivable, and other investments during the years ended December 31, 2024, 2023 and 2022 ( dollars in thousands): For the Year Ended December 31, Investment 2024 2023 2022 Mortgage secured loans receivable $ 35,972 $ 13,329 $ 4,853 Mezzanine loans receivable 9,456 3,683 3,489 Preferred equity investments 2,826 18 — Other loans receivable 1,227 847 284 Financing receivable 1,009 — — Other (1) 17,535 1,294 — Total $ 68,025 $ 19,171 $ 8,626 (1) Other income is comprised primarily of interest income on money market funds. 6. FAIR VALUE MEASUREMENTS The Company determines fair value based on quoted prices when available or through the use of alternative approaches, such as discounting the expected cash flows using market interest rates commensurate with the credit quality and duration of the investment. GAAP guidance defines three levels of inputs that may be used to measure fair value: Level 1 – Quoted prices in active markets for identical assets and liabilities that the reporting entity has the ability to access at the measurement date. Level 2 – Inputs other than quoted prices included within Level 1 that are observable for the asset or liability or can be corroborated with observable market data for substantially the entire contractual term of the asset or liability. Level 3 – Unobservable inputs reflect the entity’s own assumptions about the assumptions that market participants would use in the pricing of the asset or liability and are consequently not based on market activity, but rather through particular valuation techniques. The determination of where an asset or liability falls in the hierarchy requires significant judgment and considers factors specific to the asset or liability. In instances where the determination of the fair value measurement is based on inputs from different levels of the fair value hierarchy, the level in the fair value hierarchy within which the entire fair value measurement falls is based on the lowest level input that is significant to the fair value measurement in its entirety. The Company evaluates its hierarchy disclosures each quarter and, depending on various factors, it is possible that an asset or liability may be classified differently from quarter to quarter. Changes in the type of inputs may result in a reclassification for certain assets. The Company does not expect that changes in classifications between levels will be frequent. F-29 Table of Contents CARETRUST REIT, INC. NOTES TO CONSOLIDATED FINANCIAL STATEMENTS Items Measured at Fair Value on a Recurring Basis The following table presents information about the Company’s assets measured at fair value on a recurring basis as of December 31, 2024 and 2023, aggregated by the level in the fair value hierarchy within which those instruments fall (dollars in thousands): Level 1 Level 2 Level 3 Balance as of December 31, 2024 Assets: Mortgage secured loans receivable $ — $ — $ 660,392 $ 660,392 Mezzanine loan receivable — — 80,612 80,612 Financing receivable — — 96,004 96,004 Total $ — $ — $ 837,008 $ 837,008 Level 1 Level 2 Level 3 Balance as of December 31, 2023 Assets: Mortgage secured loans receivable $ — $ — $ 156,769 $ 156,769 Mezzanine loans receivable — — 21,799 21,799 Total $ — $ — $ 178,568 $ 178,568 The following table details the Company’s assets measured at fair value on a recurring basis using Level 3 inputs (dollars in thousands): Investments in Real Estate Secured Loans Investments in Mezzanine Loans Investment in Financing Receivable Balance as of December 31, 2023 $ 156,769 $ 21,799 $ — Originations 497,916 57,287 95,723 Accrued interest, net 1,965 635 281 Unrealized gains on other real estate related investments, net 8,154 891 — Payments ( 4,412 ) — — Balance as of December 31, 2024 $ 660,392 $ 80,612 $ 96,004 Real estate secured and mezzanine loans receivable: The fair value of the secured and mezzanine loans receivables were estimated using an internal valuation model that considered the expected future cash flows of the investment, the underlying collateral value, market interest rates and other credit enhancements. As such, the Company classifies each instrument as Level 3 due to the significant unobservable inputs used in determining market interest rates for investments with similar terms. During the year ended December 31, 2024, the Company recorded a net unrealized gain of $ 9.0 million on its secured and mezzanine loans receivable, to bring the interest rates in line with market rates. Future changes in market interest rates or collateral value could materially impact the estimated discounted cash flows that are used to determine the fair value of the secured and mezzanine loans receivable. During the year ended December 31, 2023, the Company recorded a net unrealized loss of $ 6.5 million on the Company’s secured and mezzanine loans receivable due to rising interest rates, an origination fee paid, a reversal of a previously recognized unrealized loss related to the repayment of one mezzanine loan receivable, and the partial repayment of one mortgage loan receivable. As of December 31, 2024 and 2023, the Company did not have any loans that were 90 days or more past due. The following table shows the quantitative information about unobservable inputs related to the Level 3 fair value measurements comprising the investments in secured and mezzanine loans receivables as of December 31, 2024 : Type Book Value as of December 31, 2024 Valuation Technique Unobservable Inputs Range Mortgage secured loans receivable $ 660,392 Discounted cash flow Discount Rate 8 % - 14 % Mezzanine loan receivable 80,612 Discounted cash flow Discount Rate 12 % - 14 % F-30 Table of Contents CARETRUST REIT, INC. NOTES TO CONSOLIDATED FINANCIAL STATEMENTS Financing receivable: The fair value is determined using a widely accepted valuation technique, discounted cash flow analysis on the expected cash flows. The discount rate used to value the future cash inflows of the financing receivable at December 31, 2024 was 12.0 %. For the year ended December 31, 2024, there were no classification changes in assets and liabilities with Level 3 inputs in the fair value hierarchy. Items Measured at Fair Value on a Non-Recurring Basis Real Estate Investments: The Company performs quarterly impairment review procedures, primarily through continuous monitoring of events and changes in circumstances that could indicate the carrying value of its real estate assets may not be recoverable. The Company estimates fair values using Level 3 inputs and uses a combined income and market approach. Specifically, the fair value of the real estate investment is based on current market conditions and considers matters such as the forecasted operating cash flows, lease coverage ratios, capitalization rates, comparable sales data, and, where applicable, contracts or the results of negotiations with purchasers or prospective purchasers. For the years ended December 31, 2024, 2023 and 2022, the Company recorded impairment charges of $ 42.2 million, $ 36.3 million and $ 79.1 million, respectively. See Note 4, Impairment of Real Estate Investments, Assets Held for Sale, Net and Asset Sales, for additional information. Items Disclosed at Fair Value Considerable judgment is necessary to estimate the fair value disclosure of financial instruments. The estimates of fair value presented herein are not necessarily indicative of the amounts that could be realized upon disposition of the financial instruments. A summary of the face value, carrying amount and fair value of the Company’s preferred equity investments and the Notes (as defined in Note 7, Debt , below) as of December 31, 2024 and 2023 using Level 2 inputs is as follows (dollars in thousands): December 31, 2024 December 31, 2023 Level Face Value Carrying Amount Fair Value Face Value Carrying Amount Fair Value Financial assets: Preferred equity investments 3 $ 53,782 $ 54,199 $ 54,199 $ 1,782 $ 1,801 $ 1,801 Financial liabilities: Senior unsecured notes payable 2 $ 400,000 $ 396,927 $ 381,812 $ 400,000 $ 396,039 $ 362,500 Cash and cash equivalents, accounts and other receivables, accounts payable, and accrued liabilities: The carrying values for these instruments approximate their fair values due to the short-term nature of these instruments. Preferred equity investments: The fair values of the preferred equity investments were estimated using an internal valuation model that considered the expected future cash flows of the investments, the underlying collateral value, market interest rates and other credit enhancements. The Company utilized discount rates ranging from 11 % to 15 % in its fair value calculations. As such, the Company classifies these instruments as Level 3. Senior unsecured notes payable : The fair value of the Notes was determined using third-party quotes derived from orderly trades. Unsecured revolving credit facility and senior unsecured term loan: The fair values approximate their carrying values as the interest rates are variable and approximate prevailing market interest rates and spreads for similar debt arrangements. F-31 Table of Contents CARETRUST REIT, INC. NOTES TO CONSOLIDATED FINANCIAL STATEMENTS 7. DEBT The following table summarizes the balance of the Company’s indebtedness as of December 31, 2024 and 2023 (dollars in thousands): December 31, 2024 December 31, 2023 Principal Deferred Carrying Principal Deferred Carrying Amount Loan Fees Amount Amount Loan Fees Amount Senior unsecured notes payable $ 400,000 $ ( 3,073 ) $ 396,927 $ 400,000 $ ( 3,961 ) $ 396,039 Senior unsecured term loan — — — 200,000 ( 441 ) 199,559 Unsecured revolving credit facility (1) — — — — — — $ 400,000 $ ( 3,073 ) $ 396,927 $ 600,000 $ ( 4,402 ) $ 595,598 (1) Deferred financing fees are included in deferred financing costs, net on the balance sheet, and not reflected as a reduction to the unsecured revolving credit facility. Senior Unsecured Notes Payable 2028 Senior Notes. On June 17, 2021, the Company’s wholly owned subsidiary, CTR Partnership, L.P. (the “Operating Partnership”), and its wholly owned subsidiary, CareTrust Capital Corp. (together with the Operating Partnership, the “Issuers”) completed a private offering of $ 400.0 million aggregate principal amount of 3.875 % Senior Notes due 2028 (the “Notes”) to persons reasonably believed to be qualified institutional buyers pursuant to Rule 144A and to non-U.S. persons outside the United States in reliance on Regulation S under the Securities Act of 1933, as amended. The Notes were issued at par, resulting in gross proceeds of $ 400.0 million and net proceeds of approximately $ 393.8 million after deducting underwriting fees and other offering expenses. The Notes mature on June 30, 2028. The Notes accrue interest at a rate of 3.875 % per annum payable semiannually in arrears on June 30 and December 30 of each year, commencing on December 30, 2021. The Issuers may redeem some or all of the Notes at any time prior to March 30, 2028 at a price equal to 100 % of the principal amount of the Notes redeemed plus accrued and unpaid interest on the Notes, if any, to, but not including, the redemption date, plus a “make-whole” premium. At any time on or after March 30, 2028, the Issuers may redeem some or all of the Notes at a redemption price equal to 100 % of the principal amount of the Notes redeemed plus accrued interest on the Notes, if any, to, but not including, the redemption date. If certain changes of control of the Company occur, the Issuers will be required to make an offer to holders of the Notes to repurchase their Notes at a price of 101 % of their principal amount plus accrued and unpaid interest, if any, to, but not including, the repurchase date. The obligations under the Notes are fully and unconditionally guaranteed, jointly and severally, on an unsecured basis, by the Company and all of CareTrust’s existing and future subsidiaries (other than the Issuers) that guarantee obligations under the Amended Credit Facility (as defined below); provided, however, that such guarantees are subject to automatic release under certain customary circumstances. The indenture governing the Notes contains customary covenants such as limiting the ability of the Company and its restricted subsidiaries to: incur or guarantee additional indebtedness; incur or guarantee secured indebtedness; pay dividends or distributions on, or redeem or repurchase, capital stock; make certain investments or other restricted payments; sell assets; enter into transactions with affiliates; merge or consolidate or sell all or substantially all of their assets; and create restrictions on the ability of the Issuers and their restricted subsidiaries to pay dividends or other amounts to the Issuers. The indenture governing the Notes also requires the Company and its restricted subsidiaries to maintain a specified ratio of unencumbered assets to unsecured indebtedness. These covenants are subject to a number of important and significant limitations, qualifications and exceptions. The indenture governing the Notes also contains customary events of default. As of December 31, 2024, the Company was in compliance with all applicable financial covenants under the indenture governing the Notes. Unsecured Revolving Credit Facility and Term Loan On December 18, 2024, the Operating Partnership, as the borrower, the Company, as guarantor, CareTrust GP, LLC, and certain of the Operating Partnership’s wholly owned subsidiaries, entered into a third amended and restated credit and F-32 Table of Contents CARETRUST REIT, INC. NOTES TO CONSOLIDATED FINANCIAL STATEMENTS guaranty agreement with KeyBank National Association, as administrative agent, an issuing bank and swingline lender (as amended from time to time, the “Third Amended Credit Agreement”). The Third Amended Credit Agreement, which amends and restates the Second Amended Credit Agreement (as defined below) provides for an upsized unsecured revolving credit facility (the “Third Amended Revolving Facility”) with revolving commitments in an aggregate principal amount of $ 1.2 billion, including a letter of credit subfacility for 10 % of the then available revolving commitments and a swingline loan subfacility for 10 % of the then available revolving commitments. Future borrowings under the Third Amended Revolving Facility will be used for working capital purposes, for capital expenditures, to fund acquisitions and for general corporate purposes. On December 16, 2022, the Operating Partnership, as the borrower, the Company, as guarantor, CareTrust GP, LLC, and certain of the Operating Partnership’s wholly owned subsidiaries, entered into a second amended and restated credit and guaranty agreement with KeyBank National Association, as administrative agent, an issuing bank and swingline lender (as amended from time to time, the “Second Amended Credit Agreement”). The Second Amended Credit Agreement, which amends and restates the Company’s amended and restated credit and guaranty agreement, dated as of February 8, 2019 (as amended, the “Prior Credit Agreement”) provided for: (i) an unsecured revolving credit facility (the “Prior Revolving Facility”) with revolving commitments in an aggregate principal amount of $ 600.0 million, including a letter of credit subfacility for 10 % of the then available revolving commitments and a swingline loan subfacility for 10 % of the then available revolving commitments and (ii) the continuation of the unsecured term loan credit facility which was previously extended under the Prior Credit Agreement (the “Term Loan” and together with the Prior Revolving Facility, the “Second Amended Credit Facility”) in an aggregate principal amount of $ 200.0 million. Future borrowings under the Second Amended Credit Facility will be used for working capital purposes, for capital expenditures, to fund acquisitions and for general corporate purposes. On October 10, 2023, the Operating Partnership, the Company, CareTrust GP, LLC, certain of the Operating Partnership’s wholly owned subsidiaries and KeyBank National Association entered into the First Amendment to the Second Amended Credit Agreement (the “First Amendment”). The First Amendment restates the definition of Consolidated Total Asset Value to include net proceeds from at-the-market forward commitments executed but not yet closed as of the relevant date as if such proceeds had actually been received. The interest rates applicable to loans under the Third Amended Revolving Facility are, at the Operating Partnership’s option, equal to either a base rate plus a margin ranging from 0.05 % to 0.55 % per annum or Adjusted Term SOFR or Adjusted Daily Simple SOFR (each as defined in the Third Amended Credit Agreement) plus a margin ranging from 1.05 % to 1.55 % per annum based on the debt to asset value ratio of the Company and its consolidated subsidiaries (subject to decrease at the Operating Partnership’s election if the Company obtains certain specified investment grade ratings on its senior long-term unsecured debt). The interest rates applicable to loans under the Term Loan were, at the Operating Partnership’s option, equal to either a base rate plus a margin ranging from 0.50 % to 1.20 % per annum or Adjusted Term SOFR or Adjusted Daily Simple SOFR plus a margin ranging from 1.50 % to 2.20 % per annum based on the debt to asset value ratio of the Company and its consolidated subsidiaries (subject to decrease at the Operating Partnership’s election if the Company obtains certain specified investment grade ratings on its senior long-term unsecured debt). In addition, the Operating Partnership will pay a facility fee on the revolving commitments under the Third Amended Revolving Facility ranging from 0.15 % to 0.35 % per annum, based on the debt to asset value ratio of the Company and its consolidated subsidiaries (unless the Company obtains certain specified investment grade ratings on its senior long-term unsecured debt and the Operating Partnership elects to decrease the applicable margin as described above, in which case the Operating Partnership will pay a facility fee on the revolving commitments ranging from 0.125 % to 0.30 % per annum based on the credit ratings of the Company’s senior long-term unsecured debt). On September 19, 2024 (the “Prepayment Date”), the Company elected to prepay all $ 200.0 million aggregate principal amount of their outstanding Term Loan. The Term Loan was prepaid at the principal amount of the Term Loan, plus accrued and unpaid interest thereon up to, but not including, the Prepayment Date. During the year ended December 31, 2024, the Company recorded a loss on extinguishment of debt of $ 0.3 million related to the write-off of deferred financing costs associated with the prepayment of the Term Loan. As of December 31, 2024, the Operating Partnership had no borrowings outstanding under the Third Amended Revolving Facility. The Third Amended Revolving Facility has a maturity date of February 9, 2029, and includes, at the sole discretion of the Operating Partnership, two six-month extension options. The Third Amended Credit Facility is guaranteed, jointly and severally, by the Company and its wholly owned subsidiaries that are party to the Third Amended Credit Agreement (other than the Operating Partnership). The Third Amended F-33 Table of Contents CARETRUST REIT, INC. NOTES TO CONSOLIDATED FINANCIAL STATEMENTS Credit Agreement contains customary covenants that, among other things, restrict, subject to certain exceptions, the ability of the Company and its subsidiaries to grant liens on their assets, incur indebtedness, sell assets, make investments, engage in acquisitions, mergers or consolidations, amend organizational documents and pay certain dividends and other restricted payments. The Third Amended Credit Agreement requires the Company to comply with financial maintenance covenants to be tested quarterly, consisting of a maximum debt to asset value ratio, a minimum fixed charge coverage ratio, a minimum tangible net worth, a maximum secured debt to asset value ratio, a maximum unsecured debt to unencumbered properties asset value ratio and a minimum unsecured interest coverage ratio. The Third Amended Credit Agreement also contains certain customary events of default, including the failure to make timely payments under the Third Amended Credit Facility or other material indebtedness, the failure to satisfy certain covenants (including the financial maintenance covenants), the occurrence of change of control and specified events of bankruptcy and insolvency. As of December 31, 2024, the Company was in compliance with all applicable financial covenants under the Third Amended Credit Agreement. Secured Borrowing On June 3, 2024, KeyBank National Association purchased a $ 75.0 million undivided participation interest in a $ 165.0 million mortgage loan from the Company (see Note 5, Other Real Estate Related and Other Investments , for additional information), which bore interest at a rate of SOFR, with a term SOFR floor of 3.00 %, plus 2.5 % or 2.25 %, depending on the debt yield of the loan, and payable monthly. As the transaction did not qualify as a sale in accordance with GAAP, the Company recorded the participation interest as a secured borrowing in the amount of $ 75.0 million in the consolidated balance sheet. The participating interest could be prepaid in whole before the maturity date for an exit fee of up to 0.50 % of the loan plus unpaid interest . The participation interest provided for a put option, subject to certain restrictions, and a call option for the then-outstanding loan amount plus accrued and unpaid interest. On July 30, 2024, the Company exercised the call option on the $ 75.0 million secured borrowing and recorded a loss on extinguishment of debt of $ 0.4 million related to the exit fee. The exit fee is included in loss on extinguishment of debt in the consolidated statements of operations. Schedule of Debt Maturities As of December 31, 2024, the Company’s debt maturities were (dollars in thousands): Year Amount 2025 $ — 2026 — 2027 — 2028 400,000 2029 — Thereafter — $ 400,000 8. EQUITY AND REDEEMABLE NONCONTROLLING INTEREST Common Stock Public Offering of Common Stock —On November 1, 2024, the Company completed an underwritten public offering of 15.9 million newly issued shares of its common stock at a price of $ 32.00 , resulting in gross proceeds of $ 507.8 million. The proceeds were used to fund acquisitions during the fourth quarter of 2024. At-The-Market Offering —On August 29, 2024, the Company entered into a new equity distribution agreement to issue and sell, from time to time, up to $ 750.0 million in aggregate offering price of its common stock through an “at-the-market” equity offering program (the “New ATM Program”) and terminated its previous $ 500.0 million “at-the-market” equity offering program (together, with all previous at-the-market equity offering programs, the “Previous ATM Programs” and together with the New ATM Program, the “ATM Program”). In addition to the issuance and sale of shares of its common stock, the ATM Program also provides for the ability to enter into one or more forward sales agreements (each, an “ATM forward contract”) with sales agents for the sale of the Company’s shares of common stock under the ATM Program. F-34 Table of Contents CARETRUST REIT, INC. NOTES TO CONSOLIDATED FINANCIAL STATEMENTS The Company expects to fully physically settle forward equity sales by delivery of shares of common stock to the forward purchaser and receive cash proceeds upon one or more settlement dates, which are typically a one-year term, at the Company’s discretion, prior to the final settlement date, at which time the Company expects to receive aggregate net cash proceeds at settlement equal to the number of shares sold on a forward basis multiplied by the relevant forward price per share. The weighted average forward sale price that the Company expects to receive upon physical settlement will be subject to adjustment for (i) a floating interest rate factor equal to a specified daily rate less a spread, (ii) the forward purchaser’s stock borrowing costs and (iii) scheduled dividends through the settlement. There were no outstanding ATM forward contracts that had not settled as of December 31, 2024. The following tables summarize ATM Program activity (or activity under any predecessor at-the-market equity offering programs) for the years ended December 31, 2024, 2023 and 2022 (in thousands, except per share amounts): For the Year Ended December 31, 2024 2023 2022 Number of shares 40,986 30,869 2,405 Average sales price per share $ 26.35 $ 20.86 $ 20.00 Gross proceeds (1) $ 1,079,852 $ 643,802 $ 48,100 (1) Total gross proceeds is before $ 13.4 million, $ 8.3 million, and $ 0.6 million of commissions paid to the sales agents and forward adjustments during the years ended December 31, 2024, 2023 and 2022, respectively, under the ATM Program. In addition, total gross proceeds is before other costs related to the ATM Program. As of December 31, 2024, the Company had $ 440.1 million available for future issuances under the ATM Program. See Note 15, Subsequent Events , for additional information on the Company’s ATM Program subsequent to December 31, 2024. F-35 Table of Contents CARETRUST REIT, INC. NOTES TO CONSOLIDATED FINANCIAL STATEMENTS Dividends on Common Stock — The following table summarizes the cash dividends per share of common stock declared by the Company’s board of directors for 2024, 2023 and 2022 (dollars in thousands, except per share amounts): For the Three Months Ended 2024 March 31, June 30, September 30, December 31, Dividends declared per share $ 0.29 $ 0.29 $ 0.29 $ 0.29 Dividends payment date April 15, 2024 July 15, 2024 October 15, 2024 January 15, 2025 Dividends payable as of record date $ 41,192 $ 44,721 $ 49,721 $ 54,388 Dividends record date March 28, 2024 June 28, 2024 September 30, 2024 December 31, 2024 2023 Dividends declared per share $ 0.28 $ 0.28 $ 0.28 $ 0.28 Dividends payment date April 14, 2023 July 14, 2023 October 13, 2023 January 12, 2024 Dividends payable as of record date [1] $ 27,846 $ 27,853 $ 32,403 $ 36,531 Dividends record date March 31, 2023 June 30, 2023 September 29, 2023 December 29, 2023 2022 Dividends declared per share $ 0.275 $ 0.275 $ 0.275 $ 0.275 Dividends payment date April 15, 2022 July 15, 2022 October 14, 2022 January 13, 2023 Dividends payable as of record date [1] $ 26,691 $ 26,683 $ 26,683 $ 27,386 Dividends record date March 31, 2022 June 30, 2022 September 30, 2022 December 30, 2022 (1) Dividends payable includes dividends on performance stock awards that will be paid if and when the shares subject to such awards vest if deemed probable of meeting their performance condition. Redeemable Noncontrolling Interest Arrangements with noncontrolling interest holders are assessed for appropriate balance sheet classification based on the redemption and other rights held by the noncontrolling interest holder. One of the Company’s noncontrolling interest holders has the ability to put its equity interest to the Company during specified option exercise periods, subject to certain conditions. The put option is payable in cash and subject to changes in redemption value. Accordingly, the Company records the redeemable noncontrolling interest outside of permanent equity. The redeemable noncontrolling interest is adjusted for additional contributions and distributions and the proportionate share of the net earnings or losses. When the redemption of the noncontrolling interest becomes probable, the Company will record the redeemable noncontrolling interest at the greater of its carrying amount or redemption value at the end of each reporting period by making an election either to accrete changes in the redemption value of the redeemable noncontrolling interest over the period from the date it is probable of exercise to the earliest redemption date or to recognize the entire adjustment on the date redemption becomes probable. In addition to the rights of the redeemable noncontrolling interest holder, the Company has the ability to call the interest of the noncontrolling interest holder during specified option exercise periods. As of December 31, 2024, the redeemable noncontrolling interest did not meet the conditions for redemption. 9. STOCK-BASED COMPENSATION All stock-based awards are subject to the terms of the CareTrust REIT, Inc. and CTR Partnership, L.P. Incentive Award Plan (the “Plan”). The Plan provides for the granting of stock-based compensation, including stock options, restricted stock, performance awards, restricted stock units, relative total stockholder return-based stock awards and other incentive awards to officers, employees and directors in connection with their employment with or services provided to the Company. Under the Plan, 5,000,000 shares have been authorized for awards. F-36 Table of Contents CARETRUST REIT, INC. NOTES TO CONSOLIDATED FINANCIAL STATEMENTS Under the Plan, restricted stock awards (“RSAs”) vest in equal annual installments over a three year period for the RSAs granted after 2020 and a four year period for the RSAs granted in 2020. RSAs granted to non-employee members of the board of directors (“Board Awards”) vest in full on the earlier to occur of the Company’s next Annual Meeting of Stockholders or one year . Performance stock awards (“PSAs”) granted were subject to both time and performance based conditions and vest over a one -to three year period for PSAs granted in 2021 and over a one -to- four year period for PSAs granted in 2020. The amount of such PSAs that ultimately vested was dependent on the Company’s Normalized Funds from Operations (“NFFO”) per share, as defined by the Compensation Committee, meeting or exceeding a specified per share amount for the applicable vesting period. Relative total shareholder return units (“TSR Units”) granted since 2021 are subject to both time and market based conditions and cliff vest after a three-year period. The amount of such market awards that will ultimately vest is dependent on the Company’s total shareholder return (“TSR”) performance relative to a custom TSR peer group consisting of other publicly traded healthcare REITs and will range from 0 % to 200 % of the TSR Units initially granted. The RSAs, PSAs, and Board Awards are valued on the date of grant based on the closing price of the Company’s common stock, while the TSR Units are valued on the date of grant using a Monte Carlo valuation model. The vesting of certain awards may accelerate, as defined in the grant agreement, upon retirement, a change in control or other events. The following table summarizes the status of the restricted stock award and performance award activity for the year ended December 31, 2024: Shares Weighted Average Share Price Unvested balance at December 31, 2023 510,596 $ 21.01 Granted: RSAs 225,815 27.38 Board Awards 21,712 23.95 Vested ( 169,963 ) 20.68 Forfeited ( 35,161 ) 20.48 Unvested balance at December 31, 2024 552,999 $ 23.86 As of December 31, 2024, the weighted-average remaining vesting period of such awards was 1.9 years. The following table summarizes the Company’s RSA and Board Award grants during the year ended December 31, 2024 (dollars in thousands, except per share amounts): Grants Vested Shares Weighted Average Share Price Grant Date Fair Value Shares Vest Date Fair Value During year ended December 31, 2024 (1) RSAs 225,815 $ 27.38 $ 6,183 145,195 $ 3,051 Board Awards 21,712 23.95 520 24,768 593 (1) The Compensation Committee granted annual awards for 2025 in December 2024. F-37 Table of Contents CARETRUST REIT, INC. NOTES TO CONSOLIDATED FINANCIAL STATEMENTS The following table summarizes the Company’s RSA and Board Award grants during the years ended December 31, 2023 and 2022 (dollars in thousands, except per share amounts): Grants Shares Weighted Average Share Price Grant Date Fair Value During year ended December 31, 2023 (1) RSAs 166,122 $ 22.41 $ 3,722 Board Awards 24,768 19.38 480 During year ended December 31, 2022 (2) RSAs 159,663 $ 19.56 $ 3,123 Board Awards 25,992 16.93 440 (1) The Compensation Committee granted annual awards for 2024 in December 2023. (2) The Compensation Committee granted annual awards for 2023 in December 2022. The fair value of the TSR Units is estimated on the date of the grant using a Monte Carlo valuation model. The risk-free rate is based on the U.S. Treasury yield curve in effect at the grant date for the expected performa nce period. Expected volatility is based on historical volatility for the most recent weighted average period ending on the grant date for the Company and the selected TSR peer group, and is calculated on a daily basis. The following table reflects the weighted-average key assumptions used in this valuation for awards granted during the years ended December 31, 2024, 2023 and 2022 : For the Year Ended December 31, 2024 For the Year Ended December 31, 2023 For the Year Ended December 31, 2022 Risk-free interest rate 4.30 % 4.08 % 3.91 % Expected stock price volatility 24.45 % 26.44 % 52.90 % Expected service period 3.03 years 3.04 years 3.04 years Expected dividend yield (assuming full reinvestment) — % — % — % Weighted average fair value per share at date of grant $ 34.10 $ 27.41 $ 26.53 The total fair value of the TSR Units granted during the years ended December 31, 2024, 2023 and 2022 was $ 4.9 million, $ 2.9 million and $ 2.5 million, respectively. The following table summarizes the stock-based compensation expense recognized (dollars in thousands): For Year Ended December 31, 2024 2023 2022 Stock-based compensation expense $ 6,130 $ 5,153 $ 5,758 As of December 31, 2024, there wa s $ 15.9 million o f unamortized stock-based compensation expense related to the unvested RSAs, Board Awards, and TSR Units. F-38 Table of Contents CARETRUST REIT, INC. NOTES TO CONSOLIDATED FINANCIAL STATEMENTS 10. EARNINGS (LOSS) PER COMMON SHARE The following table presents the calculation of basic and diluted earnings (loss) per common share attributable to CareTrust REIT, Inc. (“EPS”) for the Company’s common stock for the years ended December 31, 2024, 2023 and 2022, and reconciles the weighted-average common shares outstanding used in the calculation of basic EPS to the weighted-average common shares outstanding used in the calculation of diluted EPS for the years ended December 31, 2024, 2023 and 2022 (amounts in thousands, except per share amounts): Year Ended December 31, 2024 2023 2022 Numerator: Net income (loss) attributable to CareTrust REIT, Inc. $ 125,080 $ 53,735 $ ( 7,506 ) Less: Net income allocated to participating securities ( 445 ) ( 400 ) ( 440 ) Numerator for basic and diluted earnings available to common stockholders $ 124,635 $ 53,335 $ ( 7,946 ) Denominator: Weighted-average basic common shares outstanding 154,795 105,956 96,703 Dilutive potential common shares - performance stock awards 372 164 — Dilutive potential common shares - forward equity agreements — 32 — Weighted-average diluted common shares outstanding 155,167 106,152 96,703 Earnings (loss) per common share attributable to CareTrust REIT, Inc., basic $ 0.81 $ 0.50 $ ( 0.08 ) Earnings (loss) per common share attributable to CareTrust REIT, Inc., diluted $ 0.80 $ 0.50 $ ( 0.08 ) Antidilutive unvested restricted stock awards, total shareholder units, performance awards, and forward equity shares excluded from the computation 553 475 744 F-39 Table of Contents CARETRUST REIT, INC. NOTES TO CONSOLIDATED FINANCIAL STATEMENTS 11. SEGMENT REPORTING The chief operating decision maker (“CODM”) is the President and Chief Executive Officer. The Company represents a single reportable segment, based on how its CODM evaluates the business and allocates resources. The CODM assesses performance for the Company and decides how to allocate resources based on consolidated net income that is also reported on the consolidated statements of operations. The CODM does not review segment assets at a different asset level or category than the amounts disclosed in the consolidated balance sheets. The CODM uses net income to evaluate the performance of the Company in deciding whether to reinvest profits into the Company. The CODM evaluates performance based on net income, as follows (in thousands): Year Ended December 31, 2024 2023 2022 Revenues: Rental income $ 228,261 $ 198,599 $ 187,506 Interest income from financing receivable 1,009 — — Interest income from other real estate related investments and other income 67,016 19,171 8,626 Total revenues 296,286 217,770 196,132 Expenses: Depreciation and amortization 56,831 51,199 50,316 Interest expense 30,310 40,883 30,008 Property taxes 7,838 6,170 4,333 Impairment of real estate investments 42,225 36,301 79,062 Transaction costs 1,326 — — Provision for loan losses, net 4,900 — 3,844 Property operating expenses 5,714 3,423 5,039 General and administrative Cash compensation 6,474 5,636 6,107 Incentive compensation 9,699 5,350 3,550 Share-based compensation 6,130 5,153 5,758 Professional services 2,785 2,399 1,897 Taxes and insurance 1,019 908 897 Other expenses (1) 2,816 2,359 1,956 Total general and administrative 28,923 21,805 20,165 Total expenses 178,067 159,781 192,767 Other income (loss): Loss on extinguishment of debt ( 657 ) — — (Loss) gain on sale of real estate, net ( 2,208 ) 2,218 ( 3,769 ) Unrealized gain (loss) on other real estate related investments, net 9,045 ( 6,485 ) ( 7,102 ) Total other income (loss) 6,180 ( 4,267 ) ( 10,871 ) Net income (loss) 124,399 53,722 ( 7,506 ) Net loss attributable to noncontrolling interests ( 681 ) ( 13 ) — Net income (loss) attributable to CareTrust REIT, Inc. $ 125,080 $ 53,735 $ ( 7,506 ) (1) Other expenses include certain overhead expenses. 12. VARIABLE INTEREST ENTITIES Noncontrolling Interests —The Company has entered into ventures with unrelated third parties to own real estate and has concluded that such ventures are VIEs. As the Company exercises power over and receives economic benefits from the VIEs, the Company is considered the primary beneficiary and consolidates the VIEs. F-40 Table of Contents CARETRUST REIT, INC. NOTES TO CONSOLIDATED FINANCIAL STATEMENTS The following table summarizes the Company’s investments in variable interest entities as of December 31, 2024 (dollars in thousands): Gross Investment Investment Year State Facility Type Number of Facilities CTRE Noncontrolling Interests Total 2023 CA SNF 1 $ 25,459 $ 653 $ 26,112 2023 CA SNF 2 34,269 879 35,148 2024 CA ALF 1 10,760 276 11,036 2024 CA Multi-service campuses 2 28,076 720 28,796 2024 CA SNF 1 24,503 628 25,131 2024 (1) TN, AL SNF 27 422,646 18,389 441,035 2024 (2) - - - 1,275 225 1,500 Total 34 $ 546,988 $ 21,770 $ 568,758 (1) The noncontrolling interest is classified as a redeemable noncontrolling interest on the consolidated balance sheets. (2) The Company entered into a joint venture to acquire real estate. The gross investment amounts represent a deposit. Pursuant to the Company’s JVs, the Company typically contributes at least 90 % of the joint venture’s total investment amount and receives 100 % of the preferred equity interest in the joint venture and a 50 % common equity interest in the joint venture. The Company’s joint venture partner contributes the remaining total investment amount in exchange for a 50 % common ownership interest in the joint venture. Total assets and total liabilities on the Company’s consolidated balance sheets include VIE assets and liabilities as follows (in thousands): December 31, 2024 December 31, 2023 Assets: Real estate investments, net $ 565,959 $ 68,106 Cash and cash equivalents 6,506 — Prepaid and other assets 8,317 2,800 Total assets 580,782 70,906 Liabilities: Accounts payable, accrued liabilities and deferred rent liabilities 10,332 7,239 Total liabilities $ 10,332 $ 7,239 F-41 Table of Contents CARETRUST REIT, INC. NOTES TO CONSOLIDATED FINANCIAL STATEMENTS 13. COMMITMENTS AND CONTINGENCIES The Company and its subsidiaries are and may become from time to time a party to various claims and lawsuits arising in the ordinary course of business, which are not individually or in the aggregate anticipated to have a material adverse effect on the Company’s results of operations, financial condition or cash flows. Claims and lawsuits may include matters involving general or professional liability asserted against the Company’s tenants, which are the responsibility of the Company’s tenants and for which the Company is entitled to be indemnified by its tenants under the insurance and indemnification provisions in the applicable leases. In the normal course of business, the Company enters into various commitments, typically consisting of funding of capital expenditures and short-term working capital loans to existing tenants while they await licensure and certification or are conducting turnaround work in one or more of the Company’s properties. Capital expenditures for each property leased under the Company’s triple-net leases are generally the responsibility of the tenant, except for the facilities leased under certain master lease agreements, with certain subsidiaries of Ensign and Pennant, under which the tenant will have an option to require the Company to finance certain capital expenditures up to an aggregate of 20 % of the Company’s initial investment in such property, subject to a corresponding rent increase at the time of funding. For the Company’s other triple-net master leases, the tenants also have the option to request capital expenditure funding that would generally be subject to a corresponding rent increase at the time of funding, which are subject to tenant compliance with the conditions to the Company’s approval and funding of their requests. The Company has also provided select tenants with strategic capital for facility upkeep and modernization. The Company’s Tenant Code of Conduct and Corporate Responsibility policy (the “Tenant ESG Program”) provides eligible triple-net tenants of the Company with monetary inducements to make sustainable improvements to the Company’s properties. Incentive options include a wide variety of opportunities for tenants to upgrade everything from energy and environmental systems to water-saving landscaping and more. The Company’s board of directors has authorized annual allocations of up to $ 500,000 to fund the Tenant ESG Program. The table below summarizes the Company’s existing, known commitments and contingencies as of December 31, 2024 (dollars in thousands): Remaining Commitment Capital expenditures (1) $ 6,565 Other loans receivable (2) 6,826 Earn-out obligation (3) 10,000 $ 23,391 (1) As of December 31, 2024, the Company had committed to fund expansions, construction, capital improvements and ESG incentives at certain triple-net leased facilities totaling $ 6.6 million, of which $ 5.7 million is subject to rent increase at the time of funding. (2) Represents working capital loan commitments. (3) Includes an earn-out obligation of up to $ 10.0 million under a purchase and sale agreement for one SNF in Virginia, which was acquired during 2024. The earn-out is available, contingent on the operator achieving certain thresholds per the agreement, beginning in October 2025 through October 2026. 14. CONCENTRATION OF RISK Concentrations of credit risk arise when one or more tenants, operators, or obligors related to the Company’s 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 the Company, to be similarly affected by changes in economic conditions. F-42 Table of Contents CARETRUST REIT, INC. NOTES TO CONSOLIDATED FINANCIAL STATEMENTS Major operator or borrower concentration – The Company has operators and borrowers from which it derived 10% or more of its revenue for the years ended December 31, 2024, 2023 and 2022. The following table sets forth information regarding the Company’s major operators as of December 31, 2024, 2023 and 2022: Number of Facilities Number of Beds/Units Percentage of Total Revenue Operator (1) SNF Campus ALF/ILF SNF Campus ALF/ILF December 31, 2024 (2) Ensign 92 8 7 9,708 997 661 26 % PMG 13 2 — 1,742 402 — 12 % December 31, 2023 (2) Ensign 83 8 7 8,738 997 661 32 % PMG 13 2 — 1,742 402 — 14 % December 31, 2022 (3) Ensign 83 8 7 8,741 997 661 35 % PMG 13 2 — 1,742 402 — 16 % (1) See Note 3, Real Estate Investments, Net , for further information regarding Ensign and PMG. Ensign is subject to the registration and reporting requirements of the SEC and is required to file with the SEC annual reports containing audited financial information and quarterly reports containing unaudited financial information. Ensign’s financial statements, as filed with the SEC, can be found at http://www.sec.gov. The Company has not verified this information through an independent investigation or otherwise. (2) The Company’s rental income and interest income on other real estate related investments and financing receivable, exclusive of operating expense reimbursements and adjustments for collectibility. (3) The Company’s rental income, exclusive of operating expense reimbursements and adjustments for collectibility. Major geographic concentration – The following table provides information regarding the Company’s concentrations with respect to certain states, from which the Company derived 10% or more of its revenue for the years ended December 31, 2024, 2023 and 2022: Number of Facilities Number of Beds/Units Percentage of Total Revenue State SNF Campus ALF/ILF SNF Campus ALF/ILF December 31, 2024 (1) CA 43 12 10 5,104 2,004 872 28 % TX 38 3 2 4,726 476 212 18 % December 31, 2023 (1) CA 40 9 8 4,615 1,527 656 28 % TX 40 3 2 5,123 536 212 21 % December 31, 2022 (2) CA 27 8 5 3,048 1,359 437 26 % TX 38 3 3 4,849 536 242 22 % (1) Based on the Company’s rental income and interest income on other real estate related investments and financing receivable, exclusive of operating expense reimbursements and adjustments for collectibility. (2) Based on the Company’s rental income, exclusive of operating expense reimbursements and adjustments for collectibility. 15. SUBSEQUENT EVENTS The Company evaluates subsequent events in accordance with ASC 855, Subsequent Events . The Company evaluates subsequent events up until the date the consolidated financial statements are issued. F-43 Table of Contents CARETRUST REIT, INC. NOTES TO CONSOLIDATED FINANCIAL STATEMENTS Recent Investments and Acquisitions On January 10, 2025, the Company advanced the second installment of a mezzanine loan for one SNF secured by a pledge of membership interests in an up-tier holding company of the borrower group for $ 6.4 million. The loan bears interest at a rate of 13 %, with annual CPI-based escalators. The mezzanine loan is set to mature on December 31, 2034. The mezzanine loan may not be prepaid in whole or in part prior to maturity. On February 1, 2025, the Company contributed $ 19.7 million to a JV that purchased one SNF in Tennessee for $ 20.4 million. In exchange the Company holds 100 % of the preferred equity interests in the JV and 50 % of the common equity interest in the JV. The JV partner contributed the remaining $ 0.7 million of the total investment in exchange for 50 % of the common equity interest in the JV. In connection with the acquisition of the facility, the JV amended the PACS TN Master Lease. The lease, as amended, has a remaining term of approximately 15 years, with two five-year renewal options. Annual cash rent under the amended lease increased by approximately $ 2.0 million, with annual CPI-based escalators. See Note 3, Real Estate Investments, Net , for further information regarding the PACS TN Master Lease. Asset Sales Subsequent to December 31, 2024, the Company sold or disposed of three SNFs, one SNF Campus and one ALF with an aggregate carrying value of $ 40.5 million. In connection with the sales, the Company expects to record a gain on sale of real estate of approximately $ 3.9 million. Recent ATM Program On January 21, 2025, the Company entered into a new equity distribution agreement to issue and sell, from time to time, up to $ 750.0 million in aggregate offering price of its common stock through an “at-the-market” equity offering program (the “New 2025 ATM Program”) and terminated its previous $ 750.0 million “at-the-market” equity offering program. In addition to the issuance and sale of shares of its common stock, the New 2025 ATM Program also provides for the ability to enter into one or more forward sales agreements with sales agents for the sale of the Company’s shares of common stock under the ATM Program. As of February 12, 2025, the Company had $ 750.0 million available for future issuances under the New 2025 ATM Program. Equity Award Grant On January 28, 2025, the Compensation Committee of the Company’s Board of Directors granted 137,920 shares of RSA awards to officers and employees. Each share had a fair market value on the date of grant of $ 27.17 per share based on the closing market price of the Company’s common stock on that date, and the shares vest on January 31, 2026. F-44 SCHEDULE III REAL ESTATE ASSETS AND ACCUMULATED DEPRECIATION DECEMBER 31, 2024 (dollars in thousands) Initial Cost to Company Costs Capitalized Since Acquisition Gross Carrying Value Description Facility Location Encum. Land Building Improvs. Improvs. Land Building Improvs. Total (1) Accum. Depr. Const./Ren. Date Acq. Date Skilled Nursing Properties: Ensign Highland LLC Highland Manor Phoenix, AZ $ — $ 257 $ 976 $ 926 $ 257 $ 1,902 $ 2,159 $ ( 1,597 ) 2013 2000 Meadowbrook Health Associates LLC Sabino Canyon Tucson, AZ — 425 3,716 1,940 425 5,656 6,081 ( 3,895 ) 2012 2000 Terrace Holdings AZ LLC Desert Terrace Phoenix, AZ — 113 504 971 113 1,475 1,588 ( 1,165 ) 2004 2002 Rillito Holdings LLC Catalina Tucson, AZ — 471 2,041 3,055 471 5,096 5,567 ( 4,061 ) 2013 2003 Valley Health Holdings LLC North Mountain Phoenix, AZ — 629 5,154 1,519 629 6,673 7,302 ( 4,847 ) 2009 2004 Cedar Avenue Holdings LLC Upland Upland, CA — 2,812 3,919 1,994 2,812 5,913 8,725 ( 4,234 ) 2011 2005 Granada Investments LLC Camarillo Camarillo, CA — 3,526 2,827 1,522 3,526 4,349 7,875 ( 3,319 ) 2010 2005 Plaza Health Holdings LLC Park Manor Walla Walla, WA — 450 5,566 1,055 450 6,621 7,071 ( 4,890 ) 2009 2006 Mountainview Communitycare LLC Park View Gardens Santa Rosa, CA — 931 2,612 653 931 3,265 4,196 ( 2,549 ) 1963 2006 CM Health Holdings LLC Carmel Mountain San Diego, CA — 3,028 3,119 2,071 3,028 5,190 8,218 ( 3,726 ) 2012 2006 Polk Health Holdings LLC Timberwood Livingston, TX — 60 4,391 1,167 60 5,558 5,618 ( 3,904 ) 2009 2006 Snohomish Health Holdings LLC Emerald Hills Lynnwood, WA — 741 1,663 1,998 741 3,661 4,402 ( 3,091 ) 2009 2006 Cherry Health Holdings LLC Pacific Care Hoquiam, WA — 171 1,828 2,038 171 3,866 4,037 ( 3,348 ) 2010 2006 Golfview Holdings LLC Cambridge SNF Richmond, TX — 1,105 3,110 1,067 1,105 4,177 5,282 ( 2,849 ) 2007 2006 Tenth East Holdings LLC Arlington Hills Salt Lake City, UT — 332 2,426 2,507 332 4,933 5,265 ( 4,111 ) 2013 2006 Trinity Mill Holdings LLC Carrollton Carrollton, TX — 664 2,294 902 664 3,196 3,860 ( 2,781 ) 2007 2006 Cottonwood Health Holdings LLC Holladay Salt Lake City, UT — 965 2,070 958 965 3,028 3,993 ( 2,813 ) 2008 2007 Verde Villa Holdings LLC Lake Village Lewisville, TX — 600 1,890 470 600 2,360 2,960 ( 1,835 ) 2011 2007 Mesquite Health Holdings LLC Willow Bend Mesquite, TX — 470 1,715 8,632 441 10,376 10,817 ( 9,318 ) 2012 2007 Arrow Tree Health Holdings LLC Arbor Glen Glendora, CA — 2,165 1,105 324 2,165 1,429 3,594 ( 1,277 ) 1965 2007 Fort Street Health Holdings LLC Draper Draper, UT — 443 2,394 759 443 3,153 3,596 ( 2,041 ) 2008 2007 Trousdale Health Holdings LLC Brookfield Downey, CA — 1,415 1,841 1,861 1,415 3,702 5,117 ( 2,712 ) 2013 2007 Ensign Bellflower LLC Rose Villa Bellflower, CA — 937 1,168 357 937 1,525 2,462 ( 1,149 ) 2009 2007 RB Heights Health Holdings LLC Osborn Scottsdale, AZ — 2,007 2,793 1,762 2,007 4,555 6,562 ( 3,172 ) 2009 2008 San Corrine Health Holdings LLC Salado Creek San Antonio, TX — 310 2,090 719 310 2,809 3,119 ( 1,708 ) 2005 2008 Temple Health Holdings LLC Wellington Temple, TX — 529 2,207 1,163 529 3,370 3,899 ( 2,281 ) 2008 2008 Anson Health Holdings LLC Northern Oaks Abilene, TX — 369 3,220 1,725 369 4,945 5,314 ( 3,286 ) 2012 2008 Willits Health Holdings LLC Northbrook Willits, CA — 490 1,231 500 490 1,731 2,221 ( 1,135 ) 2011 2008 Lufkin Health Holdings LLC Southland Lufkin, TX — 467 4,644 782 467 5,426 5,893 ( 2,197 ) 1988 2009 Lowell Health Holdings LLC Littleton Littleton, CO — 217 856 1,735 217 2,591 2,808 ( 1,934 ) 2012 2009 Jefferson Ralston Holdings LLC Arvada Arvada, CO — 280 1,230 834 280 2,064 2,344 ( 1,236 ) 2012 2009 Lafayette Health Holdings LLC Julia Temple Englewood, CO — 1,607 4,222 6,195 1,607 10,417 12,024 ( 7,027 ) 2012 2009 F-45 SCHEDULE III REAL ESTATE ASSETS AND ACCUMULATED DEPRECIATION DECEMBER 31, 2024 (dollars in thousands) Hillendahl Health Holdings LLC Golden Acres Dallas, TX — 2,133 11,977 1,421 2,133 13,398 15,531 ( 7,482 ) 1984 2009 Price Health Holdings LLC Pinnacle Price, UT — 193 2,209 849 193 3,058 3,251 ( 1,519 ) 2012 2009 Silver Lake Health Holdings LLC Provo Provo, UT — 2,051 8,362 2,011 2,051 10,373 12,424 ( 4,308 ) 2011 2009 Jordan Health Properties LLC Copper Ridge West Jordan, UT — 2,671 4,244 1,507 2,671 5,751 8,422 ( 2,519 ) 2013 2009 Regal Road Health Holdings LLC Sunview Youngstown, AZ — 767 4,648 155 193 5,377 5,570 ( 2,730 ) 2012 2009 Paredes Health Holdings LLC Alta Vista Brownsville, TX — 373 1,354 190 373 1,544 1,917 ( 630 ) 1969 2009 Expressway Health Holdings LLC Veranda Harlingen, TX — 90 675 430 90 1,105 1,195 ( 627 ) 2011 2009 Rio Grande Health Holdings LLC Grand Terrace McAllen, TX — 642 1,085 870 642 1,955 2,597 ( 1,273 ) 2012 2009 Fifth East Holdings LLC Paramount Salt Lake City, UT — 345 2,464 1,065 345 3,529 3,874 ( 1,836 ) 2011 2009 Emmett Healthcare Holdings LLC River's Edge Emmet, ID — 591 2,383 69 591 2,452 3,043 ( 1,087 ) 1972 2010 Burley Healthcare Holdings LLC Parke View Burley, ID — 250 4,004 424 250 4,428 4,678 ( 2,117 ) 2011 2010 Josey Ranch Healthcare Holdings LLC Heritage Gardens Carrollton, TX — 1,382 2,293 478 1,382 2,771 4,153 ( 1,278 ) 1996 2010 Everglades Health Holdings LLC Victoria Ventura Ventura, CA — 1,847 5,377 682 1,847 6,059 7,906 ( 2,147 ) 1990 2011 Irving Health Holdings LLC Beatrice Manor Beatrice, NE — 60 2,931 245 60 3,176 3,236 ( 1,469 ) 2011 2011 Falls City Health Holdings LLC Careage Estates of Falls City Falls City, NE — 170 2,141 82 170 2,223 2,393 ( 967 ) 1972 2011 Gillette Park Health Holdings LLC Careage of Cherokee Cherokee, IA — 163 1,491 12 163 1,503 1,666 ( 817 ) 1967 2011 Gazebo Park Health Holdings LLC Careage of Clarion Clarion, IA — 80 2,541 97 80 2,638 2,718 ( 1,468 ) 1978 2011 Oleson Park Health Holdings LLC Careage of Ft. Dodge Ft. Dodge, IA — 90 2,341 759 90 3,100 3,190 ( 2,189 ) 2012 2011 Arapahoe Health Holdings LLC Oceanview Texas City, TX — 158 4,810 759 128 5,599 5,727 ( 2,850 ) 2012 2011 Dixie Health Holdings LLC Hurricane Hurricane, UT — 487 1,978 98 487 2,076 2,563 ( 749 ) 1978 2011 Memorial Health Holdings LLC Pocatello Pocatello, ID — 537 2,138 698 537 2,836 3,373 ( 1,502 ) 2007 2011 Bogardus Health Holdings LLC Whittier East Whittier, CA — 1,425 5,307 1,079 1,425 6,386 7,811 ( 3,058 ) 2011 2011 South Dora Health Holdings LLC Ukiah Ukiah, CA — 297 2,087 1,621 297 3,708 4,005 ( 2,405 ) 2013 2011 Silverada Health Holdings LLC Rosewood Reno, NV — 1,012 3,282 103 1,012 3,385 4,397 ( 1,159 ) 1970 2011 Orem Health Holdings LLC Orem Orem, UT — 1,689 3,896 3,235 1,689 7,131 8,820 ( 4,062 ) 2011 2011 Wisteria Health Holdings Wisteria Abilene, TX — 746 9,903 290 746 10,193 10,939 ( 3,010 ) 2008 2011 Renee Avenue Health Holdings LLC Monte Vista Pocatello, ID — 180 2,481 966 180 3,447 3,627 ( 1,806 ) 2013 2012 Stillhouse Health Holdings LLC Stillhouse Paris, TX — 129 7,139 6 129 7,145 7,274 ( 1,582 ) 2009 2012 Fig Street Health Holdings LLC Palomar Vista Escondido, CA — 329 2,653 1,094 329 3,747 4,076 ( 1,999 ) 2007 2012 Lowell Lake Health Holdings LLC Owyhee Owyhee, ID — 49 1,554 29 49 1,583 1,632 ( 458 ) 1990 2012 Queensway Health Holdings LLC Atlantic Memorial Long Beach, CA — 999 4,237 2,331 999 6,568 7,567 ( 3,317 ) 2008 2012 Long Beach Health Associates LLC Shoreline Long Beach, CA — 1,285 2,343 2,172 1,285 4,515 5,800 ( 2,570 ) 2013 2012 Kings Court Health Holdings LLC Richland Hills Ft. Worth, TX — 193 2,311 318 193 2,629 2,822 ( 942 ) 1965 2012 51st Avenue Health Holdings LLC Legacy Amarillo, TX — 340 3,925 32 340 3,957 4,297 ( 1,352 ) 1970 2013 Ives Health Holdings LLC San Marcos San Marcos, TX — 371 2,951 274 371 3,225 3,596 ( 1,066 ) 1972 2013 Guadalupe Health Holdings LLC The Courtyard (Victoria East) Victoria, TX — 80 2,391 15 80 2,406 2,486 ( 640 ) 2013 2013 49th Street Health Holdings LLC Omaha Omaha, NE — 129 2,418 24 129 2,442 2,571 ( 957 ) 1960 2013 Willows Health Holdings LLC Cascade Vista Redmond, WA — 1,388 2,982 202 1,388 3,184 4,572 ( 1,348 ) 1970 2013 Tulalip Bay Health Holdings LLC Mountain View Marysville, WA — 1,722 2,642 ( 980 ) 742 2,642 3,384 ( 1,013 ) 1966 2013 F-46 SCHEDULE III REAL ESTATE ASSETS AND ACCUMULATED DEPRECIATION DECEMBER 31, 2024 (dollars in thousands) Sky Holdings AZ LLC Bella Vita Health and Rehabilitation Center Glendale, AZ — 228 1,124 1,380 228 2,504 2,732 ( 2,094 ) 2004 2002 Lemon River Holdings LLC Plymouth Tower Riverside, CA — 152 357 1,493 152 1,850 2,002 ( 1,610 ) 2012 2009 CTR Partnership, L.P. Bethany Rehabilitation Center Lakewood, CO — 1,668 15,375 105 1,668 15,480 17,148 ( 3,836 ) 1989 2015 CTR Partnership, L.P. Mira Vista Care Center Mount Vernon, WA — 1,601 7,425 — 1,601 7,425 9,026 ( 1,810 ) 1989 2015 CTR Partnership, L.P. Shoreline Health and Rehabilitation Center Shoreline, WA — 1,462 5,034 — 1,462 5,034 6,496 ( 1,206 ) 1987 2015 CTR Partnership, L.P. Premier Estates of Cincinnati-Riverview Cincinnati, OH — 833 18,086 792 833 18,878 19,711 ( 4,465 ) 1992 2015 CTR Partnership, L.P. Shaw Mountain at Cascadia Boise, ID — 1,801 6,572 395 1,801 6,967 8,768 ( 1,724 ) 1989 2016 CTR Partnership, L.P. Arbor Nursing Center Lodi, CA — 768 10,712 58 768 10,770 11,538 ( 2,254 ) 1982 2016 CTR Partnership, L.P. Broadmoor Medical Lodge Rockwall, TX — 1,232 22,152 — 1,232 22,152 23,384 ( 4,477 ) 1984 2016 CTR Partnership, L.P. Decatur Medical Lodge Decatur, TX — 990 24,909 — 990 24,909 25,899 ( 5,034 ) 2013 2016 CTR Partnership, L.P. Royse City Medical Lodge Royse City, TX — 606 14,660 — 606 14,660 15,266 ( 2,962 ) 2009 2016 CTR Partnership, L.P. Saline Care Nursing & Rehabilitation Center Harrisburg, IL — 1,022 5,713 — 1,022 5,713 6,735 ( 1,119 ) 2009 2017 CTR Partnership, L.P. Carrier Mills Nursing & Rehabilitation Center Carrier Mills, IL — 775 8,377 — 775 8,377 9,152 ( 1,640 ) 1968 2017 CTR Partnership, L.P. StoneBridge Nursing & Rehabilitation Center Benton, IL — 439 3,475 — 439 3,475 3,914 ( 681 ) 2014 2017 CTR Partnership, L.P. DuQuoin Nursing & Rehabilitation Center DuQuoin, IL — 511 3,662 — 511 3,662 4,173 ( 717 ) 2014 2017 CTR Partnership, L.P. Pinckneyville Nursing & Rehabilitation Center Pinckneyville, IL — 406 3,411 — 406 3,411 3,817 ( 668 ) 2014 2017 CTR Partnership, L.P. Wellspring Health and Rehabilitation of Cascadia Nampa, ID — 775 5,044 336 775 5,380 6,155 ( 1,028 ) 2011 2017 CTR Partnership, L.P. The Rio at Fox Hollow Brownsville, TX — 1,178 12,059 — 1,178 12,059 13,237 ( 2,286 ) 2016 2017 CTR Partnership, L.P. The Rio at Cabezon Albuquerque, NM — 2,055 9,749 — 2,055 9,749 11,804 ( 1,848 ) 2016 2017 CTR Partnership, L.P. Eldorado Rehab & Healthcare Eldorado, IL — 940 2,093 — 940 2,093 3,033 ( 392 ) 1993 2017 CTR Partnership, L.P. Secora Health and Rehabilitation of Cascadia Portland, OR — 1,481 2,216 110 1,481 2,326 3,807 ( 436 ) 2012 2017 CTR Partnership, L.P. Mountain Valley Kellogg, ID — 916 7,874 — 916 7,874 8,790 ( 1,443 ) 1971 2017 CTR Partnership, L.P. Caldwell Care Caldwell, ID — 906 7,020 516 906 7,536 8,442 ( 1,382 ) 1947 2017 CTR Partnership, L.P. Canyon West Caldwell, ID — 312 10,410 461 312 10,871 11,183 ( 1,993 ) 1969 2017 CTR Partnership, L.P. Lewiston Health and Rehabilitation Lewiston, ID — 625 12,087 215 625 12,302 12,927 ( 2,230 ) 1964 2017 CTR Partnership, L.P. The Orchards Nampa, ID — 785 8,923 272 785 9,195 9,980 ( 1,667 ) 1958 2017 CTR Partnership, L.P. Weiser Care Weiser, ID — 80 4,419 389 80 4,808 4,888 ( 872 ) 1964 2017 CTR Partnership, L.P. Aspen Park Moscow, ID — 698 5,092 274 698 5,366 6,064 ( 1,020 ) 1965 2017 CTR Partnership, L.P. Ridgmar Medical Lodge Fort Worth, TX — 681 6,587 1,256 681 7,843 8,524 ( 1,695 ) 2006 2017 CTR Partnership, L.P. Mansfield Medical Lodge Mansfield, TX — 607 4,801 1,073 607 5,874 6,481 ( 1,265 ) 2006 2017 CTR Partnership, L.P. Grapevine Medical Lodge Grapevine, TX — 1,602 4,536 891 1,602 5,427 7,029 ( 1,177 ) 2006 2017 CTR Partnership, L.P. The Oaks at Lakewood Tacoma, WA — 1,001 1,779 — 1,001 1,779 2,780 ( 322 ) 1989 2017 F-47 SCHEDULE III REAL ESTATE ASSETS AND ACCUMULATED DEPRECIATION DECEMBER 31, 2024 (dollars in thousands) CTR Partnership, L.P. The Oaks at Timberline Vancouver, WA — 446 869 — 446 869 1,315 ( 157 ) 1972 2017 CTR Partnership, L.P. Providence Waterman Nursing Center San Bernardino, CA — 3,831 19,791 — 3,831 19,791 23,622 ( 3,587 ) 1967 2017 CTR Partnership, L.P. Providence Orange Tree Riverside, CA — 2,897 14,700 345 2,897 15,045 17,942 ( 2,756 ) 1969 2017 CTR Partnership, L.P. Providence Ontario Ontario, CA — 4,204 21,880 — 4,204 21,880 26,084 ( 3,966 ) 1980 2017 CTR Partnership, L.P. Greenville Nursing & Rehabilitation Center Greenville, IL — 188 3,972 — 188 3,972 4,160 ( 840 ) 1973 2017 CTR Partnership, L.P. Copper Ridge Health and Rehabilitation Center Butte, MT — 220 4,974 39 220 5,013 5,233 ( 954 ) 2010 2018 CTR Partnership, L.P. Prairie Heights Healthcare Center Aberdeen, SD — 1,372 7,491 38 1,372 7,529 8,901 ( 1,340 ) 1965 2018 CTR Partnership, L.P. The Meadows on University Fargo, ND — 989 3,275 429 989 3,704 4,693 ( 559 ) 1966 2018 CTR Partnership, L.P. The Suites - Parker Parker, CO — 1,178 17,857 — 1,178 17,857 19,035 ( 2,779 ) 2012 2018 CTR Partnership, L.P. Huntington Park Nursing Center Huntington Park, CA — 3,131 8,876 302 3,131 9,178 12,309 ( 1,488 ) 1955 2019 CTR Partnership, L.P. Shoreline Care Center Oxnard, CA — 1,699 9,004 819 1,699 9,823 11,522 ( 1,367 ) 1962 2019 CTR Partnership, L.P. Downey Care Center Downey, CA — 2,502 6,141 — 2,502 6,141 8,643 ( 934 ) 1967 2019 CTR Partnership, L.P. Courtyard Healthcare Center Davis, CA — 2,351 9,256 48 2,351 9,304 11,655 ( 1,433 ) 1969 2019 Gulf Coast Buyer 1 LLC Alpine Skilled Nursing and Rehabilitation Ruston, LA — 2,688 23,825 — 2,688 23,825 26,513 ( 3,613 ) 2014 2019 Gulf Coast Buyer 1 LLC The Bradford Skilled Nursing and Rehabilitation Shreveport, LA — 3,758 21,325 17 3,758 21,342 25,100 ( 3,261 ) 1980 2019 Gulf Coast Buyer 1 LLC Colonial Oaks Skilled Nursing and Rehabilitation Bossier City, LA — 1,635 21,180 — 1,635 21,180 22,815 ( 3,136 ) 2013 2019 Gulf Coast Buyer 1 LLC The Guest House Skilled Nursing and Rehabilitation Shreveport, LA — 3,437 20,889 2,845 3,437 23,734 27,171 ( 3,824 ) 2006 2019 Gulf Coast Buyer 1 LLC Pilgrim Manor Skilled Nursing and Rehabilitation Bossier City, LA — 2,979 24,617 1,978 2,979 26,595 29,574 ( 3,921 ) 2008 2019 Gulf Coast Buyer 1 LLC Shreveport Manor Skilled Nursing and Rehabilitation Shreveport, LA — 676 10,238 602 676 10,840 11,516 ( 1,662 ) 2008 2019 Gulf Coast Buyer 1 LLC Booker T. Washington Skilled Nursing and Rehabilitation Shreveport, LA — 2,452 9,148 113 2,452 9,261 11,713 ( 1,479 ) 2013 2019 Gulf Coast Buyer 1 LLC Legacy West Rehabilitation and Healthcare Corsicana, TX — 120 6,682 436 120 7,118 7,238 ( 1,227 ) 2002 2019 Gulf Coast Buyer 1 LLC Legacy at Jacksonville Jacksonville, TX — 173 7,481 148 173 7,629 7,802 ( 1,246 ) 2006 2019 Gulf Coast Buyer 1 LLC Pecan Tree Rehabilitation and Healthcare Gainesville, TX — 219 10,097 255 219 10,352 10,571 ( 1,648 ) 1990 2019 Lakewest SNF Realty, LLC Lakewest Rehabilitation and Skilled Care Dallas, TX — — 6,905 — — 6,905 6,905 ( 1,094 ) 2011 2019 CTR Partnership, L.P. Cascadia of Nampa Nampa, ID — 880 14,117 — 880 14,117 14,997 ( 2,094 ) 2017 2019 CTR Partnership, L.P. Valley Skilled Nursing Modesto, CA — 798 7,671 — 798 7,671 8,469 ( 1,045 ) 2016 2019 CTR Partnership, L.P. Cascadia of Boise Boise, ID — 1,597 15,692 — 1,597 15,692 17,289 ( 2,059 ) 2018 2020 CTR Partnership, L.P. Cooney Healthcare and Rehabilitation Helena, MT — 867 7,431 20 867 7,451 8,318 ( 853 ) 1984 2020 F-48 SCHEDULE III REAL ESTATE ASSETS AND ACCUMULATED DEPRECIATION DECEMBER 31, 2024 (dollars in thousands) CTR Partnership, L.P. Elkhorn Healthcare and Rehabilitation Clancy, MT — 183 7,380 576 183 7,956 8,139 ( 938 ) 1960 2020 160 North Patterson Avenue, LLC Buena Vista Care Center Goleta, CA — 7,987 7,237 552 7,987 7,789 15,776 ( 735 ) 1967 2021 CTR Partnership, L.P. El Centro Post-Acute Care El Centro, CA — 1,283 8,133 135 1,283 8,268 9,551 ( 823 ) 1962 2021 CTR Partnership, L.P. Sedona Trace Health and Wellness Austin, TX — 3,282 12,763 — 3,282 12,763 16,045 ( 1,222 ) 2017 2021 CTR Partnership, L.P. Cedar Pointe Health and Wellness Suites Cedar Park, TX — 3,325 11,738 — 3,325 11,738 15,063 ( 1,111 ) 2017 2021 CTR Partnership, L.P. Ennis Care Center Ennis,TX — 568 8,055 100 568 8,155 8,723 ( 641 ) 1982 2022 CTR Partnership, L.P. Park Bend Rehabilitation and Healthcare Center Burleson, TX — 1,877 6,616 718 1,877 7,334 9,211 ( 406 ) 1988 2023 CTR Partnership, L.P. Prairie Ridge Health and Rehabiliation Overland Park , KS — 1,301 5,025 — 1,301 5,025 6,326 ( 243 ) 1987 2023 CTR Partnership, L.P. Spalding Post Acute Griffin , GA — 680 11,044 1,853 680 12,897 13,577 ( 522 ) 2022 2023 CTR Partnership, L.P. Casa Azul Skilled Nursing and Rehabilitation Katy , TX — 3,413 10,451 — 3,413 10,451 13,864 ( 449 ) 2005 2023 8665 La Mesa Boulevard, LLC Community Convalescent Hospital of La Mesa La Mesa , CA — 5,346 21,528 — 5,346 21,528 26,874 ( 873 ) 1968 2023 7039 Alonda Boulevard, LLC Paramount Meadows Nursing Center Paramount , CA — 3,640 15,380 369 3,640 15,749 19,389 ( 623 ) 1969 2023 10625 Leffingwell Road, LLC Norwalk Meadows Nursing Center Norwalk , CA — 4,932 14,229 — 4,932 14,229 19,161 ( 586 ) 1964 2023 247 E. Bobier Drive, LLC La Fuente Post Acute Vista , CA — 4,882 20,793 — 4,882 20,793 25,675 ( 748 ) 1990 2023 Capitola 1935 Realty LLC Pacific Coast Manor Capitola , CA — 5,231 16,321 — 5,231 16,321 21,552 ( 493 ) 1964 2023 Morgan Hills Realty LLC Pacific Hills Manor Morgan Hill , CA — 3,239 14,418 — 3,239 14,418 17,657 ( 447 ) 2014 2023 CTR Partnership, L.P. Columbia Post Acute Columbia, MO — 1,619 15,678 — 1,619 15,678 17,297 ( 352 ) 2017 2024 CTR Partnership, L.P. Houston Transitional Care Houston, TX — 2,668 17,434 — 2,668 17,434 20,102 ( 399 ) 2022 2024 1070 Old Ocean Highway, LLC Brunswick Rehabilitation and Healthcare Center Bolivia, NC — 551 16,589 — 551 16,589 17,140 ( 282 ) 2009 2024 86 Old Airport Road, LLC Fletcher Rehabilitation and Healthcare Center Fletcher, NC — 1,547 15,316 — 1,547 15,316 16,863 ( 263 ) 2002 2024 7166 Jordan Road, LLC Ramseur Rehabilitation and Healthcare Center Ramseur, NC — 747 15,085 — 747 15,085 15,832 ( 275 ) 2002 2024 1930 West Sugar Creek Road, LLC Rockwell Park Rehabilitation and Healthcare Center Charlotte, NC — 2,217 16,213 — 2,217 16,213 18,430 ( 278 ) 1993 2024 3514 Sidney Road, LLC Seven Oaks Rehabilitation and Healthcare Center Columbia, SC — 583 10,847 — 583 10,847 11,430 ( 184 ) 1980 2024 8170 Murray Propco, LLC Gilroy Healthcare and Rehabilitation Center Gilroy, CA — 6,539 19,162 — 6,539 19,162 25,701 ( 206 ) 1968 2024 CTR Partnership, L.P. Glenburnie Nursing & Rehabilitation Center Richmond, VA — — 31,567 — — 31,567 31,567 ( 274 ) 2005 2024 CTR Partnership, L.P. Dennett Rehab Center Oakland, MD — 1,134 18,227 — 1,134 18,227 19,361 ( 131 ) 2023 2024 CTR Partnership, L.P. Mountain City Rehab Center Frostburg, MD — 853 20,334 — 853 20,334 21,187 ( 135 ) 1995 2024 CTR Partnership, L.P. South Hills Post Acute Bethel Park, PA — 1,835 12,726 — 1,835 12,726 14,561 ( 58 ) 2021 2024 CTR Partnership, L.P. Peters Township Post Acute Canonsburg, PA — 1,651 12,509 — 1,651 12,509 14,160 ( 57 ) 1988 2024 CTR Partnership, L.P. Monroeville Post Acute Monroeville, PA — 1,182 10,906 — 1,182 10,906 12,088 ( 48 ) 1996 2024 CTR Partnership, L.P. Whitehall Borough Post Acute Pittsburgh, PA — 1,323 13,119 — 1,323 13,119 14,442 ( 57 ) 1999 2024 704 Dupree Road TN LLC Haywood Post Acute Brownsville, TN — 508 17,027 — 508 17,027 17,535 ( 38 ) 2022 2024 F-49 SCHEDULE III REAL ESTATE ASSETS AND ACCUMULATED DEPRECIATION DECEMBER 31, 2024 (dollars in thousands) 175 Hospital Drive TN LLC Cherrywood Post Acute McKenzie, TN — 1,187 16,873 — 1,187 16,873 18,060 ( 42 ) 2020 2024 900 Professional Park Drive TN LLC Park Meadows Post Acute Clarksville, TN — 1,785 21,328 — 1,785 21,328 23,113 ( 52 ) 2018 2024 119 Kittrell Street TN LLC Lewis Park Post Acute Hohenwald, TN — 826 11,505 — 826 11,505 12,331 ( 28 ) 1996 2024 444 One Eleven Place TN LLC Grandview Post Acute Cookeville, TN — 1,636 20,941 — 1,636 20,941 22,577 ( 53 ) 2024 2024 727 East Church Street TN LLC Lexington Post Acute Lexington, TN — 551 15,171 — 551 15,171 15,722 ( 34 ) 2024 2024 835 East Poplar Avenue TN LLC Selmer Post Acute Selmer, TN — 765 19,394 500 765 19,894 20,659 ( 43 ) 1995 2024 2650 North Mt Juliet Road TN LLC Cedar Creek Post Acute Mount Juliet, TN — 1,719 12,640 — 1,719 12,640 14,359 ( 32 ) 2021 2024 202 East Mtcs Road TN LLC Stone River Post Acute Murfreesboro, TN — 1,607 7,649 — 1,607 7,649 9,256 ( 23 ) 1996 2024 813 S Dickerson Rd TN LLC Alta Heights Post Acute Goodlettsville, TN — 1,324 13,075 — 1,324 13,075 14,399 ( 32 ) 2005 2024 895 Powers Blvd TN LLC Waverly Hills Post Acute Waverly, TN — 1,071 9,821 — 1,071 9,821 10,892 ( 28 ) 1989 2024 1900 Parr Avenue TN LLC Okeena Health and Rehabilitation Center Dyersburg, TN — 1,122 30,135 — 1,122 30,135 31,257 ( 67 ) 1989 2024 2031 Avondale Street TN LLC Avondale Health and Rehabilitation Center Humboldt, TN — 810 10,127 — 810 10,127 10,937 ( 25 ) 2011 2024 800 Volunteer Drive TN LLC Riverbend Health and Rehabilitation Center Paris, TN — 963 26,215 — 963 26,215 27,178 ( 59 ) 2023 2024 1630 E Reelfoot Ave TN LLC Union City Health and Rehabilitation Union City, TN — 885 14,562 — 885 14,562 15,447 — 1996 2024 5275 Millennium Drive AL LLC The Health Center at Research Park Huntsville, AL — 1,246 9,659 64 1,246 9,723 10,969 — 2006 2024 460 Hannings Lane TN LLC VanAyer Senior Living and Rehabilitation Martin, TN — 819 9,771 — 819 9,771 10,590 — 2023 2024 1245 E College St TN LLC Meadowbrook Healthcare and Rehabilitation Center Pulaski, TN — 437 13,488 483 437 13,971 14,408 — 1991 2024 7424 Middlebrook Pike TN LLC Legacy Park Health and Rehabilitation Knoxville, TN — 1,181 15,678 106 1,181 15,784 16,965 — 1972 2024 7512 Middlebrook Pike TN LLC Wellpark Health and Rehabilitation Knoxville, TN — 1,662 1,188 — 1,662 1,188 2,850 — 2015 2024 1536 Appling Care Lane TN LLC Applingwood Post Acute Cordova, TN — 482 12,015 — 482 12,015 12,497 — 1997 2024 5070 Sanderlin Avenue TN LLC Shelby Oaks Post Acute Memphis, TN — 788 9,153 — 788 9,153 9,941 — 1964 2024 765 Bert Johnston Avenue TN LLC Covington Post Acute Covington, TN — 794 15,735 — 794 15,735 16,529 — 2023 2024 45 Forest Cove TN LLC Cypress Grove Post Acute Jackson, TN — 960 16,359 — 960 16,359 17,319 — 2022 2024 121 Physicians Dr TN LLC Northbrooke Post Acute Jackson, TN — 663 17,643 — 663 17,643 18,306 — 1997 2024 597 West Forest Avenue TN LLC West Tennessee Transitional Care Jackson, TN — 1,779 6,929 — 1,779 6,929 8,708 — 2013 2024 1513 N 2nd Street TN LLC Harborview Post Acute Memphis, TN — 1,764 18,429 — 1,764 18,429 20,193 — 2020 2024 — 237,804 1,637,220 103,779 236,191 1,742,612 1,978,803 ( 299,886 ) Multi-Service Campus Properties: Ensign Southland LLC Southland Care Norwalk, CA — 966 5,082 2,213 966 7,295 8,261 ( 6,356 ) 2011 1999 Mission CCRC LLC St. Joseph's Villa Salt Lake City, UT — 1,962 11,035 464 1,962 11,499 13,461 ( 4,503 ) 1994 2011 Wayne Health Holdings LLC Careage of Wayne Wayne, NE — 130 3,061 122 130 3,183 3,313 ( 1,401 ) 1978 2011 4th Street Holdings LLC West Bend Care Center West Bend, IA — 180 3,352 — 180 3,352 3,532 ( 1,408 ) 2006 2011 Big Sioux River Health Holdings LLC Hillcrest Health Hawarden, IA — 110 3,522 75 110 3,597 3,707 ( 1,421 ) 1974 2011 Prairie Health Holdings LLC Colonial Manor of Randolph Randolph, NE — 130 1,571 22 130 1,593 1,723 ( 1,078 ) 2011 2011 Salmon River Health Holdings LLC Discovery Care Center Salmon, ID — 168 2,496 — 168 2,496 2,664 ( 775 ) 2012 2012 F-50 SCHEDULE III REAL ESTATE ASSETS AND ACCUMULATED DEPRECIATION DECEMBER 31, 2024 (dollars in thousands) CTR Partnership, L.P. Liberty Nursing Center of Willard Willard, OH — 144 11,097 50 144 11,147 11,291 ( 2,608 ) 1985 2015 CTR Partnership, L.P. Premier Estates of Middletown/Premier Retirement Estates of Middletown Middletown, OH — 990 7,484 380 990 7,864 8,854 ( 1,900 ) 1985 2015 CTR Partnership, L.P. Turlock Nursing and Rehabilitation Center Turlock, CA — 1,258 16,526 75 1,258 16,601 17,859 ( 3,477 ) 1986 2016 CTR Partnership, L.P. Bridgeport Medical Lodge Bridgeport, TX — 980 27,917 — 980 27,917 28,897 ( 5,642 ) 2014 2016 CTR Partnership, L.P. The Villas at Saratoga Saratoga, CA — 8,709 9,736 1,397 8,709 11,133 19,842 ( 2,180 ) 2004 2018 CTR Partnership, L.P. Madison Park Healthcare Huntington, WV — 601 6,385 — 601 6,385 6,986 ( 1,022 ) 1924 2018 CTR Partnership, L.P. Oakview Heights Nursing & Rehabilitation Center Mt. Carmel, IL — 298 8,393 — 298 8,393 8,691 ( 1,405 ) 2004 2019 Gulf Coast Buyer 1 LLC Spring Lake Skilled Nursing and Rehabilitation Shreveport, LA — 3,217 21,195 2,729 3,217 23,924 27,141 ( 4,136 ) 2008 2019 Gulf Coast Buyer 1 LLC The Village at Heritage Oaks Corsicana, TX — 143 11,429 462 143 11,891 12,034 ( 1,974 ) 2007 2019 CTR Partnership, L.P. City Creek Post-Acute and Assisted Living Sacramento, CA — 3,980 10,106 1,488 3,980 11,594 15,574 ( 1,913 ) 1990 2019 Northshore Healthcare Holdings LLC San Juan Capistrano Senior Living San Juan Capistrano, CA — 11,176 25,298 350 11,176 25,648 36,824 ( 2,615 ) 1999 2021 Northshore Healthcare Holdings LLC Camarillo Senior Living Camarillo, CA — 7,516 30,552 — 7,516 30,552 38,068 ( 3,014 ) 2000 2021 Northshore Healthcare Holdings LLC Bayshire Carlsbad Carlsbad, CA — 7,398 19,714 — 7,398 19,714 27,112 ( 1,973 ) 1999 2021 Northshore Healthcare Holdings LLC Bayshire Rancho Mirage Rancho Mirage, CA — 4,024 16,790 — 4,024 16,790 20,814 ( 1,715 ) 2000 2021 CTR Partnership, L.P. Imboden Creek Living Center Decatur, IL — 131 12,499 91 131 12,590 12,721 ( 999 ) 2003 2022 4075 54th Street, LLC Jacob Healthcare Center San Diego , CA — 4,949 20,227 — 4,949 20,227 25,176 ( 835 ) 1994 2023 1740 San Dimas, LLC Bayshire San Dimas San Dimas, CA — 9,592 5,936 — 9,592 5,936 15,528 ( 136 ) 1999 2024 17803 Imperial Hwy, LLC Bayshire Yorba Linda Yorba Linda, CA — 6,493 6,025 — 6,493 6,025 12,518 ( 126 ) 1999 2024 CTR Partnership, L.P. North Houston Transitional Care Houston, TX — 2,419 14,525 — 2,419 14,525 16,944 ( 332 ) 2022 2024 CTR Partnership, L.P. Bayshire Torrey Pines San Diego, CA — 19,009 13,079 — 19,009 13,079 32,088 ( 270 ) 1999 2024 CTR Partnership, L.P. Ridgeway Rehab Center & Ridgeway Village Assisted Living Catonsville, MD — 1,622 10,421 — 1,622 10,421 12,043 ( 84 ) 2023 2024 — 98,295 335,453 9,918 98,295 345,371 443,666 ( 55,298 ) Assisted and Independent Living Properties: Avenue N Holdings LLC Cambridge ALF Rosenburg, TX — 124 2,301 392 124 2,693 2,817 ( 1,690 ) 2007 2006 Moenium Holdings LLC Grand Court Mesa, AZ — 1,893 5,268 1,210 1,893 6,478 8,371 ( 4,292 ) 1986 2007 Lafayette Health Holdings LLC Chateau Des Mons Englewood, CO — 420 1,160 189 420 1,349 1,769 ( 581 ) 2011 2009 Expo Park Health Holdings LLC Canterbury Gardens Aurora, CO — 570 1,692 248 570 1,940 2,510 ( 1,182 ) 1986 2010 Wisteria Health Holdings LLC Wisteria IND Abilene, TX — 244 3,241 81 244 3,322 3,566 ( 2,229 ) 2008 2011 Everglades Health Holdings LLC Lexington Ventura, CA — 1,542 4,012 113 1,542 4,125 5,667 ( 1,221 ) 1990 2011 Flamingo Health Holdings LLC Desert Springs ALF Las Vegas, NV — 908 4,767 281 908 5,048 5,956 ( 3,509 ) 1986 2011 18th Place Health Holdings LLC Rose Court Phoenix, AZ — 1,011 2,053 490 1,011 2,543 3,554 ( 1,321 ) 1974 2011 Boardwalk Health Holdings LLC Park Place Reno, NV — 367 1,633 52 367 1,685 2,052 ( 732 ) 1993 2012 Willows Health Holdings LLC Cascade Plaza Redmond, WA — 2,835 3,784 395 2,835 4,179 7,014 ( 1,792 ) 2013 2013 Lockwood Health Holdings LLC Santa Maria Santa Maria, CA — 1,792 2,253 585 1,792 2,838 4,630 ( 1,834 ) 1967 2013 F-51 SCHEDULE III REAL ESTATE ASSETS AND ACCUMULATED DEPRECIATION DECEMBER 31, 2024 (dollars in thousands) Saratoga Health Holdings LLC Lake Ridge Orem, UT — 444 2,265 176 444 2,441 2,885 ( 681 ) 1995 2013 Sky Holdings AZ LLC Desert Sky Assisted Living Glendale, AZ — 61 304 372 61 676 737 ( 566 ) 2004 2002 Lemon River Holdings LLC The Grove Assisted Living Riverside, CA — 342 802 3,360 342 4,162 4,504 ( 3,623 ) 2012 2009 Mission CCRC LLC St. Joseph's Villa IND Salt Lake City, UT — 411 2,312 258 411 2,570 2,981 ( 2,111 ) 1994 2011 CTR Partnership, L.P. Prelude Cottages of Woodbury Woodbury, MN — 430 6,714 289 430 7,003 7,433 ( 1,733 ) 2011 2014 CTR Partnership, L.P. Lamplight Inn of Baltimore Baltimore, MD — — 3,697 733 — — — — 2014 2016 CTR Partnership, L.P. Croatan Village New Bern, NC — 312 6,919 155 129 2,946 3,075 ( 30 ) 2010 2016 CTR Partnership, L.P. Countryside Village Pikeville, NC — 131 4,157 — 52 1,674 1,726 ( 17 ) 2011 2016 CTR Partnership, L.P. Arbor Place Lodi, CA — 392 3,605 59 392 3,664 4,056 ( 759 ) 1984 2016 CTR Partnership, L.P. Applewood of Brookfield Brookfield, WI — 493 14,002 105 243 6,091 6,334 ( 357 ) 2013 2017 CTR Partnership, L.P. Applewood of New Berlin New Berlin, WI — 356 10,812 139 190 5,172 5,362 ( 295 ) 2016 2017 CTR Partnership, L.P. Memory Care Cottages in White Bear Lake White Bear Lake, MN — 1,611 5,633 — 1,611 5,633 7,244 ( 1,056 ) 2016 2017 CTR Partnership, L.P. Vista Del Lago Escondido, CA — 4,362 7,997 — 4,362 7,997 12,359 ( 1,117 ) 2015 2019 CTR Partnership, L.P. Inn at Barton Creek Bountiful, UT — 2,480 4,804 15 2,480 4,819 7,299 ( 640 ) 1999 2020 CTR Partnership, L.P. Chapters Living of Northwest Chicago Bartlett , IL — 1,964 5,650 — 1,964 5,650 7,614 ( 265 ) 2017 2023 CTR Partnership, L.P. Chapters Living of Elmhurst Elmhurst , IL — 2,852 7,348 — 2,852 7,348 10,200 ( 339 ) 2017 2023 CTR Partnership, L.P. The Ridge at Lansing Lansing , MI — 888 9,871 — 888 9,871 10,759 ( 443 ) 2018 2023 CTR Partnership, L.P. The Ridge at Beavercreek Beavercreek , OH — 1,165 8,616 — 1,165 8,616 9,781 ( 381 ) 2018 2023 2985 N. G. Street PropCo, LLC Villas at San Bernardino San Bernardino, CA — 1,631 9,263 — 1,631 9,263 10,894 ( 238 ) 2003 2024 CTR Partnership, L.P. South Mountain Boonsboro, MD — 1,205 508 — 1,205 508 1,713 — 2022 2024 — 33,236 147,443 9,697 32,558 132,304 164,862 ( 35,034 ) — $ 369,335 $ 2,120,116 $ 123,394 $ 367,044 $ 2,220,287 $ 2,587,331 $ ( 390,218 ) (1) The aggregate cost of real estate for federal income tax purposes was $ 2.6 billion . F-52 SCHEDULE III REAL ESTATE ASSETS AND ACCUMULATED DEPRECIATION DECEMBER 31, 2024 (dollars in thousands) Year Ended December 31, Real estate: 2024 2023 2022 Balance at the beginning of the period $ 1,899,290 $ 1,721,871 $ 1,873,806 Acquisitions 793,733 233,876 21,252 Improvements 6,514 8,878 5,896 Impairment ( 4,430 ) ( 10,078 ) ( 29,803 ) Sales and/or transfers to assets held for sale, net ( 107,776 ) ( 55,257 ) ( 149,280 ) Balance at the end of the period $ 2,587,331 $ 1,899,290 $ 1,721,871 Accumulated depreciation: Balance at the beginning of the period $ ( 350,732 ) $ ( 315,914 ) $ ( 304,785 ) Depreciation expense ( 50,896 ) ( 45,275 ) ( 42,131 ) Impairment 906 2,076 10,232 Sales and/or transfers to assets held for sale, net 10,504 8,381 20,770 Balance at the end of the period $ ( 390,218 ) $ ( 350,732 ) $ ( 315,914 ) F-53 SCHEDULE IV MORTGAGE LOANS ON REAL ESTATE DECEMBER 31, 2024 (dollars in thousands) Description Contractual Interest Rate Maturity Date Periodic Payment Terms Prior Liens Principal Balance Book Value (1) Carrying Amount of Loans Subject to Delinquent Principal or Interest Mortgage Secured Loans: Multiple ( 21 SNF, 15 ALF, 1 ILF) 8.4 % 2029 (3) $ — $ 260,000 $ 262,888 N/A North Carolina ( 5 SNF, 3 SNF Campus) 9.2 % (2) 2029 (3) — 165,000 169,974 N/A West Virginia ( 17 SNF, 1 SNF Campus) 8.4 % 2027 (3) 482,000 (4) 75,000 71,804 N/A Georgia ( 4 SNF) 9.0 % (2) 2025 (3) 80,575 (5) 29,600 28,825 N/A Tennessee ( 2 SNF) 9.1 % 2031 (3) — 26,675 27,339 N/A California ( 1 SNF, 1 ALF & 1 ILF) 9.0 % 2033 (3) — 25,993 24,800 N/A Maryland ( 1 SNF) 9.4 % 2039 (3) — 19,190 17,769 N/A Florida ( 2 SNF) 9.0 % 2028 (3) — 15,727 15,621 N/A Washington ( 1 SNF) 8.5 % 2034 (3) — 11,250 11,263 N/A Colorado ( 1 SNF ) 8.5 % 2034 (3) — 9,800 9,940 N/A California ( 3 SNF) 10.3 % (2) 2025 (3) 24,825 (5) 7,301 7,245 N/A California ( 1 ALF) 9.9 % 2026 (3) — 6,300 6,409 N/A California ( 4 SNF) 12.0 % 2026 (3) 38,330 (6) 3,564 3,491 N/A Indiana ( 1 ALF) 9.0 % 2025 (3) — 2,000 2,016 N/A Florida ( 1 ALF) 9.0 % 2027 (3) — 1,000 1,008 N/A Mezzanine Loans: Virginia ( 15 SNF) 14.0 % 2027 (3) 270,000 35,000 35,422 N/A West Virginia ( 17 SNF, 1 SNF Campus) 11.0 % (2) 2032 (3) 557,000 (4) 25,000 22,690 N/A Missouri ( 6 SNF, 2 Campus, 2 ALF) 14.0 % (2) 2027 (3) 100,200 9,800 9,918 N/A California ( 2 SNF) 11.5 % 2029 (3) 13,597 7,365 7,438 N/A Maryland ( 1 SNF Campus) 13.0 % 2034 (3) 15,276 5,122 5,144 N/A $ 1,581,803 $ 740,687 $ 741,004 (1) The aggregate cost for federal income tax purposes was $ 740.7 million as of December 31, 2024. (2) Interest rates are variable and represent the rate in effect as of December 31, 2024. (3) Interest is due monthly, and principal is due at the maturity date. (4) The secured term loan was structured with an “A” tranche, a “B” tranche, and a “C” tranche, with the “C” tranche being the most subordinate. The Company’s loan constituted the entirety of the “C” tranche. The Company also extended a mezzanine loan to the borrower group. Accordingly, the amounts of the prior liens at December 31, 2024 are estimated. (5) The secured term loan was structured with an “A” and a “B” tranche, with the “B” tranche being subordinate to the “A” tranche pursuant to the terms of a written agreement between the lenders. The Company’s loan constituted the entirety of the “B” tranche. Accordingly, the amounts of the prior liens at December 31, 2024 are estimated. (6) The first mortgage loans on these properties are not held by the Company. Accordingly, the amounts of the prior liens at December 31, 2024 are estimated. F-54 SCHEDULE IV MORTGAGE LOANS ON REAL ESTATE DECEMBER 31, 2024 (dollars in thousands) Changes in mortgage secured and mezzanine loans are summarized as follows (in thousands): Year Ended December 31, 2024 2023 2022 Balance at beginning of period $ 178,568 $ 156,368 $ 15,155 Additions during period: New mortgage and mezzanine loans 555,203 53,834 147,150 Interest income added to principal 2,600 388 1,165 Deductions during period: Paydowns/Repayments ( 4,412 ) ( 25,537 ) — Unrealized gain (loss), net 9,045 ( 6,485 ) ( 7,102 ) Balance at end of period $ 741,004 $ 178,568 $ 156,368 F-55