What changed in this filing

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Item 1. Financial Statements

2025-11-05 compared with 2025-08-06 · 376 added, 274 removed, 783 unchanged (45% of the section changed)

3 unchanged sentences

(in thousands, except share and per share amounts)

June 30, 2025 December 31, 2024

September 30, 2025 December 31, 2024

Real estate investments, net $ 3,271,982 $ 2,226,740

Financing receivable, at fair value (including accrued interest of $ 1,607 as of June 30, 2025 and $ 281 as of December 31, 2024)

Financing receivable, at fair value (including accrued interest of $ 2,331 as of September 30, 2025 and $ 281 as of December 31, 2024)

98,054 96,004

Other real estate related investments (including accrued interest of $ 4,980 as of June 30, 2025 and $ 4,725 as of December 31, 2024)

Other real estate related investments (including accrued interest of $ 5,097 as of September 30, 2025 and $ 4,725 as of December 31, 2024)

871,295 795,203

8 unchanged sentences

Senior unsecured term loan, net 496,201 —

Secured notes payable 103,005 —

Secured revolving credit facilities 158,985 —

Accounts payable, accrued liabilities and deferred rent liabilities 103,109 56,318

4 unchanged sentences

Preferred stock, $ 0.01 par value;

100,000,000 shares authorized, no shares issued and outstanding as of June 30, 2025 and December 31, 2024

100,000,000 shares authorized, no shares issued and outstanding as of September 30, 2025 and December 31, 2024

Common stock, $ 0.01 par value;

500,000,000 shares authorized, 199,746,343 and 186,993,010 shares issued and outstanding as of June 30, 2025 and December 31, 2024, respectively

500,000,000 shares authorized, 222,746,343 and 186,993,010 shares issued and outstanding as of September 30, 2025 and December 31, 2024, respectively

Additional paid-in capital 4,516,509 3,439,117

9 unchanged sentences

(in thousands, except per share amounts)

For the Three Months Ended June 30, For the Six Months Ended June 30,

For the Three Months Ended September 30, For the Nine Months Ended September 30,

2025 2024 2025 2024

12 unchanged sentences

Other income (loss):

Gain on sale of real estate, net — 21 3,876 32

Loss on extinguishment of debt ( 390 ) ( 657 ) ( 390 ) ( 657 )

(Loss) gain on sale of real estate, net — ( 2,286 ) 3,876 ( 2,254 )

Unrealized gain (loss) on other real estate related investments, net 3,603 1,800 6,858 ( 689 )

Gain on foreign currency transaction 4,413 — 4,413 —

(Loss) gain on foreign currency transactions ( 298 ) — 4,115 —

Total other income (loss) 2,915 ( 1,143 ) 14,459 ( 3,600 )

2 unchanged sentences

Net income 74,930 33,276 208,025 72,444

Net loss attributable to noncontrolling interests ( 643 ) ( 340 ) ( 1,252 ) ( 336 )

Net income (loss) attributable to noncontrolling interests 29 ( 165 ) ( 1,223 ) ( 501 )

Net income attributable to CareTrust REIT, Inc.

10 unchanged sentences

(in thousands)

For the Three Months Ended June 30, For the Six Months Ended June 30,

For the Three Months Ended September 30, For the Nine Months Ended September 30,

2025 2024 2025 2024

3 unchanged sentences

Cash flow hedges ( 2,039 ) — ( 3,185 ) —

Total other comprehensive income 19,029 — 19,029 —

Total other comprehensive (loss) income ( 15,318 ) — 3,711 —

Total comprehensive income 59,612 33,276 211,736 72,444

Total comprehensive loss attributable to noncontrolling interests ( 643 ) ( 340 ) ( 1,252 ) ( 336 )

Total comprehensive income (loss) attributable to noncontrolling interests 29 ( 165 ) ( 1,223 ) ( 501 )

Comprehensive income attributable to CareTrust REIT, Inc.

29 unchanged sentences

Balance at June 30, 2025 199,746,343 1,997 3,807,882 ( 528,376 ) 19,029 3,300,532 3,511 3,304,043 20,934

Issuance of common stock, net 23,000,000 230 706,134 — — 706,364 — 706,364 —

Amortization of stock-based compensation — — 2,493 — — 2,493 — 2,493 —

Common dividends ($ 0.335 per share)

— — — ( 74,806 ) — ( 74,806 ) — ( 74,806 ) —

Distributions to noncontrolling interests — — — — — — ( 92 ) ( 92 ) ( 1,566 )

Contributions from noncontrolling interests — — — — — — 228 228 —

Net income (loss) — — — 74,901 — 74,901 925 75,826 ( 896 )

Other comprehensive loss — — — — ( 15,318 ) ( 15,318 ) — ( 15,318 ) —

Balance at September 30, 2025 222,746,343 $ 2,227 $ 4,516,509 $ ( 528,281 ) $ 3,711 $ 3,994,166 $ 4,572 $ 3,998,738 $ 18,472

See accompanying notes to condensed consolidated financial statements.

26 unchanged sentences

Balance at June 30, 2024 153,881,933 1,539 2,456,187 ( 514,037 ) — 1,943,689 2,084 1,945,773 —

Issuance of common stock, net 17,240,925 172 493,472 — — 493,644 — 493,644 —

Amortization of stock-based compensation — — 1,143 — — 1,143 — 1,143 —

Common dividends ($ 0.29 per share)

— — — ( 49,721 ) — ( 49,721 ) — ( 49,721 ) —

Distributions to noncontrolling interests — — — — — — ( 7 ) ( 7 ) —

Contributions from noncontrolling interests — — — — — — 628 628 —

Net income (loss) — — — 33,441 — 33,441 ( 165 ) 33,276 —

Balance at September 30, 2024 171,122,858 $ 1,711 $ 2,950,802 $ ( 530,317 ) $ — $ 2,422,196 $ 2,540 $ 2,424,736 $ —

See accompanying notes to condensed consolidated financial statements.

2 unchanged sentences

(in thousands)

For the Six Months Ended June 30,

For the Nine Months Ended September 30,

Cash flows from operating activities:

3 unchanged sentences

Amortization of deferred financing costs 3,019 1,843

Loss on extinguishment of debt 390 282

Unrealized (gain) loss on other real estate related investments, net ( 6,858 ) 689

4 unchanged sentences

Noncash interest income ( 2,422 ) ( 4,099 )

Gain on sale of real estate, net ( 3,876 ) ( 32 )

(Gain) loss on sale of real estate, net ( 3,876 ) 2,254

Impairment of real estate investments 452 36,872

19 unchanged sentences

Payments on unsecured revolving credit facility ( 650,000 ) —

Payments of deferred financing costs ( 4,189 ) ( 24 )

Payments on senior unsecured term loan — ( 200,000 )

Payments on secured notes payable ( 102,375 ) —

Payments on secured revolving credit facilities ( 153,803 ) —

Payment on secured borrowing — ( 75,000 )

Payments on extinguishment of debt and deferred financing costs ( 4,600 ) ( 399 )

Net-settle adjustment on restricted stock ( 3,325 ) ( 2,483 )

12 unchanged sentences

Right-of-use asset obtained in exchange for new operating lease obligation $ 1,465 $ 1,748

Assets held for sale exchanged for real estate investments $ 33,821 $ —

Transfer of pre-acquisition costs to acquired assets $ — $ 58

Sale of real estate settled with note receivable $ — $ 1,000

Liabilities assumed by buyer in connection with sale of real estate $ — $ 2,776

See accompanying notes to condensed consolidated financial statements.

2 unchanged sentences

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 located in the United States (“U.S.”) and the United Kingdom (“U.K.”).

As of June 30, 2025, the Company owned, directly or through joint ventures, and leased to independent operators 400 skilled nursing facilities (“SNFs”), multi-service campuses, U.K.

As of September 30, 2025, the Company owned, directly or through joint ventures, and leased to independent operators 399 skilled nursing facilities (“SNFs”), multi-service campuses, U.K.

Care Homes (as defined below), assisted living facilities (“ALFs”) and independent living facilities (“ILFs”) consisting of 36,192 operational beds and units located in 32 states and the U.K.

with the highest concentration of properties by rental income located in California, Texas, the U.K.

and Tennessee.

As of June 30, 2025, the Company also had other real estate related investments consisting of four preferred equity investments, 14 real estate secured loans receivable, and five mezzanine loans receivable with a carrying value of $ 840.9 million and one financing receivable with a carrying value of $ 97.3 million.

with the highest concentration of properties by rental income located in California, Texas, the U.K and Tennessee.

As of September 30, 2025, the Company also had other real estate related investments consisting of four preferred equity investments, 15 real estate secured loans receivable, and five mezzanine loans receivable with a carrying value of $ 871.3 million and one financing receivable with a carrying value of $ 98.1 million.

In the U.K., a care home (“U.K.

19 unchanged sentences

Income statement accounts are translated using the average exchange rate for the period.

The Company and certain of its consolidated subsidiaries have intercompany debt that is not denominated in the Company’s functional currency.

The Company and certain of its consolidated subsidiaries have intercompany and third-party debt that is not denominated in the Company’s functional currency.

When the debt is remeasured to the functional currency of the entity, a gain or loss can result.

5 unchanged sentences

All earnings of the Company’s foreign subsidiaries in excess of the amounts required to be distributed are considered to be indefinitely reinvested and accordingly, no provision for applicable income taxes has been provided thereon.

Upon distribution of those earnings, the Company would be subject to withholding taxes payable to the U.K.

See Note 3, Acquisitions , for additional information.

The expense associated with these taxes is included in income tax expense on the Company’s condensed consolidated income statements.

Upon distribution of those earnings, the Company would be subject to withholding

CARETRUST REIT, INC.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS —

taxes payable to the U.K.

See Note 3, Acquisitions , for additional information.

The expense associated with these taxes is included in income tax expense on the Company’s condensed consolidated income statements.

Derivative and Hedging Activities —The Company is exposed to, among other risks, the impact of changes in foreign currency exchange rates as a result of the Company’s investments in the U.K.

15 unchanged sentences

The changes in fair value of interest rate derivatives are recognized within interest expense on the Company’s condensed consolidated income statements.

Lessee Accounting — For operating leases greater than 12 months for which the Company is the lessee, such as ground leases, the Company recognizes a right-of-use (“ROU”) asset on its condensed consolidated balance sheets at inception of the lease.

Lessee Accounting — For operating leases with an initial term greater than 12 months for which the Company is the lessee, such as ground leases, the Company recognizes a right-of-use (“ROU”) asset on its condensed consolidated balance sheets at inception of the lease.

ROU assets represent the Company’s right to use underlying assets for the lease term and are based on the estimated present value of the Company’s minimum lease payments under the agreements.

1 unchanged sentence

In connection with the Acquisition (as defined in Note 3, Acquisitions ), the Company recorded $ 30.0 million in ROU assets related to below market ground leases included in prepaid expenses and other assets, net on the condensed consolidated balance sheets.

CARETRUST REIT, INC.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS —

Care REIT plc Asset Acquisition

4 unchanged sentences

Under the terms of the Scheme, Care REIT stockholders received 108 pence in cash per share, totaling approximately $ 595.4 million.

At closing, the Company also

CARETRUST REIT, INC.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS —

assumed Care REIT’s liabilities of approximately $ 290.9 million.

At closing, the Company also assumed Care REIT’s liabilities of approximately $ 290.9 million.

In addition, the Company paid the partners of Impact Health Partners LLP approximately $ 6.8 million for substantially all of Impact Health Partners LLP’s assets.

15 unchanged sentences

Fair value of net assets acquired $ 622,912

CARETRUST REIT, INC.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS —

Fair Value Measurement

13 unchanged sentences

the carrying values of cash, interest rate derivatives, trade and other receivables, trade and other payables, other liabilities, and debt assumed approximate their fair values.

CARETRUST REIT, INC.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS —

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 as of June 30, 2025 and December 31, 2024 (dollars in thousands):

June 30, 2025 December 31, 2024

The following table summarizes the Company’s investment in owned properties, and properties held in consolidated joint ventures, held for use as of September 30, 2025 and December 31, 2024 (dollars in thousands):

September 30, 2025 December 31, 2024

Land $ 606,960 $ 367,044

6 unchanged sentences

Real estate investments, net $ 3,271,982 $ 2,226,740

(1) As of June 30, 2025 and December 31, 2024, accumulated depreciation and amortization included $ 1.7 million and $ 1.2 million, respectively, of accumulated amortization related to in-place lease intangibles.

The in-place lease intangibles are amortized over the term of each related lease.

As of June 30, 2025, all of the Company’s owned facilities held for investment were leased to various operators under triple-net leases.

(1) As of September 30, 2025 and December 31, 2024, accumulated depreciation and amortization included $ 0.9 million and $ 1.2 million, respectively, of accumulated amortization related to lease intangibles.

The lease intangibles are amortized over the term of each related lease.

As of September 30, 2025, all of the Company’s owned facilities held for investment were leased to various operators under triple-net leases.

All of the triple-net leases contain annual escalators based on the percentage change in the Consumer Price Index (“CPI”) or Retail Price Index (“RPI”) (but not less than zero), some of which are subject to a floor and/or cap, or fixed rent escalators.

As of June 30, 2025, 16 facilities were held for sale.

As of September 30, 2025, eight facilities were held for sale.

See Note 5, Impairment of Real Estate Investments, Assets Held for Sale and Asset Sales, for additional information.

As of June 30, 2025, the Company’s total future contractual minimum rental income for all of its tenants, excluding operating expense reimbursements and assets held for sale, was as follows (dollars in thousands):

2025 (six months) $ 184,406

Thereafter 2,834,337

Total $ 4,874,749

CARETRUST REIT, INC.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS —

As of September 30, 2025, the Company’s total future contractual minimum rental income for all of its tenants, excluding operating expense reimbursements and assets held for sale, was as follows (dollars in thousands):

2025 (three months) $ 92,895

Thereafter 3,136,363

Total $ 5,120,470

Tenant Purchase Options

1 unchanged sentence

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)

Asset Type Properties Lease Expiration Option Period Open Date Option Type (1)

Current Cash Rent (2)

SNF 1 March 2029 04/01/2022 (4)

SNF 1 January 2030 02/01/2026 (4)

SNF / Campus 2 October 2032 03/05/2027 (5)

SNF / Campus 2 May 2034 06/01/2026 (6)

SNF 1 November 2034 12/01/2027 (4)

SNF 6 November 2039 12/01/2027 (7)

(1) The Company has not received notice of exercise for the option periods that are currently open.

SNF 1 January 2030 02/01/2026 (3) A 1,200

SNF / Campus 2 October 2032 03/05/2027 (4) B 3,367 (8)

SNF / Campus 2 May 2034 06/01/2026 (5) B 3,064 (9)

SNF 1 November 2034 12/01/2027 (3) A 1,100

SNF 6 November 2039 12/01/2027 (6) B 10,160

SNF 1 August 2040 09/01/2028 (7) B 741

(1) Option type includes:

1 unchanged sentence

B - Fixed capitalization rate on lease revenue.

(3) Based on annualized cash revenue for contracts in place as of June 30, 2025.

(2) Based on annualized cash revenue for contracts in place as of September 30, 2025.

(3) Option window is open until the expiration of the lease term.

3 unchanged sentences

Each option window opens at the beginning of each of lease years four, five, six, and seven beginning December 1, 2027 and is open for one year .

(8) Option reflects two option types.

(7) Option window is open for 24 months from the option period open date.

(8) Option provides for purchase of any two of the three facilities.

3 unchanged sentences

Provided 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 an option for all facilities then remaining in the master lease.

CARETRUST REIT, INC.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS —

Rental Income

The following table summarizes components of the Company’s rental income (dollars in thousands):

For the Three Months Ended June 30,

For the Six Months Ended June 30,

For the Three Months Ended September 30,

For the Nine Months Ended September 30,

Rental Income 2025 2024 2025 2024

4 unchanged sentences

Amortization of above and below-market lease intangibles (2)

4,819 809 6,718 1,959

Total $ 104,265 $ 57,153 $ 261,944 $ 166,062

1 unchanged sentence

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 three months ended June 30, 2025 and 2024 were $ 2.0 million and $ 1.9 million, respectively.

Tenant operating expense reimbursements for the six months ended June 30, 2025 and 2024 were $ 4.2 million and $ 3.4 million, respectively.

Tenant operating expense reimbursements for the three months ended September 30, 2025 and 2024 were $ 2.2 million and $ 1.7 million, respectively.

Tenant operating expense reimbursements for the nine months ended September 30, 2025 and 2024 were $ 6.4 million and $ 5.1 million, respectively.

(2) In connection with lease terminations in August 2025, the Company accelerated the amortization of the remaining below-market lease intangibles of $ 4.4 million during both the three and nine months ended September 30, 2025.

Recent Real Estate Acquisitions

CARETRUST REIT, INC.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS —

The following table summarizes the Company’s real estate acquisitions for the six months ended June 30, 2025 (dollars in thousands):

The following table summarizes the Company’s real estate acquisitions for the nine months ended September 30, 2025 (dollars in thousands):

Type of Property Purchase Price (1)

14 unchanged sentences

See Note 13, Variable Interest Entities , for additional information.

(5) Represents U.K.

(5) Includes U.K.

Care Homes acquired in connection with the Acquisition.

See Note 3, Acquisitions , for additional information.

(6) Includes one multi-service campus held through a joint venture.

On July 31, 2025, the Company swapped 10 U.K.

Care Homes for six U.K.

Care Homes and received £ 2.2 million in cash before selling costs.

The amounts shown above are inclusive of this asset swap.

See Note 5, Impairment of Real Estate Investments, Assets Held for Sale and Asset Sales , for additional information.

(6) Includes two multi-service campuses held through joint ventures.

See Note 13, Variable Interest Entities , for additional information.

Lease Amendments and Terminations

New SNF lease and Lease Termination.

Effective August 31, 2025, the Company terminated its master lease with a skilled nursing operator and entered into a new triple-net master lease with a new skilled nursing operator with respect to three SNFs and one multi-service campus.

The new master lease has an initial term of approximately 15 years with two five-year renewal options and fixed rent escalators.

Initial annual cash rent under the new master lease was approximately $ 3.9 million.

Annual cash rent under the terminated master lease was $ 4.0 million.

Covenant Care Lease Transitions.

On August 1, 2025, the Company funded approximately $ 12.3 million (inclusive of transaction costs) in connection with the assignment and termination of multiple lease agreements between the Company and affiliates of Covenant Care California, LLC (“Covenant Care”) and pertaining to eight skilled nursing facilities, two multi-service campuses and one assisted living facility located in California.

In connection with the transaction, the Company entered into new long-term leases (or in some instances, amended existing leases with current tenants of the Company) with replacement tenants to continue operating the facilities, as described below.

As a result of the subject transaction, annual rent increased approximately $ 3.9 million.

Annual cash rent under the terminated master leases was $ 13.0 million and, during the three and nine months ended September 30, 2025, the Company accelerated the amortization of the remaining below market lease intangibles of $ 4.4 million and in-place lease intangibles of $ 2.4 million.

CARETRUST REIT, INC.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS —

In connection with the transaction, the Company amended one existing triple-net master lease with subsidiaries of The Ensign Group, Inc.

(“Ensign”) to add seven skilled nursing, multi-service campus and assisted living properties and extend the lease term.

The lease, as amended, has a remaining term of 15 years.

Three of the seven facilities will transition upon regulatory approval which is expected to occur in the next twelve months.

The applicable Ensign master lease, as amended, includes two five-year renewal options and CPI-based rent escalators.

Annual cash rent under the applicable master lease, as amended, increased by approximately $ 10.0 million.

Also in connection with the transaction, the Company, via two consolidated joint ventures, entered into a new triple-net master lease with a skilled nursing operator to include three SNFs.

The new master lease commenced August 1, 2025 with an initial term of approximately 10 years, including four five-year renewal options and fixed annual escalators.

Initial annual cash rent under the new master lease was $ 6.4 million.

In addition, the Company amended one existing triple-net master lease to add one multi-service campus.

Annual cash rent under the applicable master lease, as amended, increased by approximately $ 0.6 million.

Amended Kalesta Lease.

11 unchanged sentences

Annual cash rent under the terminated master lease for the two ALFs in North Carolina was $ 0.8 million.

Effective May 1, 2025, two additional facilities previously operating under the Ridgeline master lease transferred operations to Jaybird under a separate master lease (“New Jaybird Lease”).

Effective May 1, 2025, two additional ALFs in Michigan and Ohio previously operating under the Ridgeline master lease transferred operations to Jaybird under a separate master lease (“New Jaybird Lease”).

The New Jaybird Lease has an initial term of 12 years, featuring two five-year renewal options and CPI-based rent escalators.

1 unchanged sentence

Annual rent under the terminated master lease for the two ALFs was $ 1.8 million.

Four facilities which were under the Ridgeline master lease are currently held for sale.

Four ALFs which were under the Ridgeline master lease are currently held for sale.

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 The Ensign Group, Inc.

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.

1 unchanged sentence

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.

CARETRUST REIT, INC.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS —

New SNF Lease and Lease Termination.

On December 31, 2023, the Company terminated its master lease with a skilled nursing operator.

On December 31, 2023, the Company terminated its master lease with a skilled nursing operator related to two facilities.

Effective January 1, 2024, in connection with the December 31, 2023 lease termination, one SNF was removed from the master lease, was classified as held for sale as of March 31, 2024 and was sold during the three months ended June 30, 2024.

3 unchanged sentences

Initial annual cash rent under the new master lease was approximately $ 0.6 million and the master lease provides for partial rent abatement until required authorizations with respect to the ALF portion of the facility are obtained and occupancy levels reach a certain percentage.

CARETRUST REIT, INC.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS —

IMPAIRMENT OF REAL ESTATE INVESTMENTS, ASSETS HELD FOR SALE AND ASSET SALES

Impairment of Real Estate Investments Held for Sale

The Company did not recognize any impairment during the three and six months ended June 30, 2025.

During the three and six months ended June 30, 2024, the Company recognized aggregate impairment charges of $ 25.7 million and $ 28.5 million, respectively, related to properties held for sale, which is reported in impairment of real estate investments in the condensed consolidated income statements.

As of June 30, 2025, there were 16 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.

During both the three and nine months ended September 30, 2025, the Company recognized aggregate impairment charges of $ 0.5 million related to properties held for sale, which is reported in impairment of real estate investments in the condensed consolidated income statements.

During the three and nine months ended September 30, 2024, the Company recognized aggregate impairment charges of $ 8.4 million and $ 36.9 million, respectively, related to properties held for sale, which is reported in impairment of real estate investments in the condensed consolidated income statements.

As of September 30, 2025, there were eight 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 (as defined below) measurements within the fair value hierarchy.

2 unchanged sentences

There are inherent uncertainties in making these assumptions.

For the Company’s impairment calculations during the six months ended June 30, 2024, the Company’s fair value estimates primarily relied on a market approach and utilized prices per unit ranging from $ 11,000 to $ 46,000 , with a weighted average price per unit of $ 24,000 .

One property, with no bed rights, was reclassified to held for sale during the three months ended March 31, 2024.

The Company disposed of this facility during the three months ended June 30, 2024 and recorded a gain on sale of approximately $ 21,000 .

For the Company’s impairment calculations during the nine months ended September 30, 2025, the Company’s fair value estimates primarily relied on a market approach and utilized prices per unit ranging from $ 7,000 to $ 181,000 , with a weighted average price per unit of $ 67,000 .

For the Company’s impairment calculations during the nine months ended September 30, 2024, the Company’s fair value estimates primarily relied on a market approach and utilized prices per unit ranging from $ 5,000 to $ 94,000 , with a weighted average price per unit of $ 36,000 .

Asset Sales and Held for Sale Reclassifications

The following table summarizes the Company’s dispositions for the three and six months ended June 30, 2025 and 2024 (dollars in thousands):

Three Months Ended June 30, Six Months Ended June 30,

Asset Exchange

On July 31, 2025, the Company completed an asset swap pursuant to which it transferred ownership of 10 U.K.

Care Homes to an existing tenant in exchange for six U.K.

Care Homes and £ 2.2 million in cash before selling costs.

Care Homes had been classified as held for sale as of June 30, 2025.

The annual rent did not significantly change as a result of the asset swap.

The following table summarizes the Company’s dispositions for the three and nine months ended September 30, 2025 and 2024 (dollars in thousands):

Three Months Ended September 30, Nine Months Ended September 30,

2025 2024 2025 2024

3 unchanged sentences

Net carrying value 38,207 9,998 78,732 11,106

Net gain on sale $ — $ 21 $ 3,876 $ 32

(1) One non-operational previously impaired facility sold during the six months ended June 30, 2025 was not classified as held for sale as of December 31, 2024.

(2) Net sales proceeds for the six months ended June 30, 2024 includes $ 1.0 million of seller financing in connection with the sale of one ALF in January 2024.

Net (loss) gain on sale, net $ — $ ( 2,286 ) $ 3,876 $ ( 2,254 )

(1) One non-operational previously impaired facility sold during the nine months ended September 30, 2025 was not classified as held for sale as of December 31, 2024.

(2) Net sales proceeds for the three and nine months ended September 30, 2025 includes non-cash consideration related to an asset exchange.

Net sales proceeds for the nine months ended September 30, 2024 includes $ 1.0 million of seller financing in connection with the sale of one ALF in January 2024.

Net sales proceeds for the three and nine months ended September 30, 2024 includes $ 2.8 million of liabilities assumed by the buyer in connection with the sale of 11 SNFs.

CARETRUST REIT, INC.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS —

The following table summarizes the Company’s assets held for sale activity for the six months ended June 30, 2025 and 2024 (dollars in thousands):

The following table summarizes the Company’s assets held for sale activity for the nine months ended September 30, 2025 and 2024 (dollars in thousands):

Net Carrying Value Number of Facilities

2 unchanged sentences

Assets sold ( 78,732 ) ( 14 )

June 30, 2025

Impairment of real estate held for sale ( 452 ) —

September 30, 2025

December 31, 2023 $ 15,011 14

2 unchanged sentences

Impairment of real estate held for sale ( 36,872 ) —

June 30, 2024

Assets reclassified to held for investment ( 5,008 ) ( 2 )

September 30, 2024

CARETRUST REIT, INC.

1 unchanged sentence

OTHER REAL ESTATE RELATED AND OTHER INVESTMENTS

As of June 30, 2025 and December 31, 2024, the Company’s other real estate related investments, inclusive of accrued interest, consisted of the following (dollars in thousands):

As of September 30, 2025 and December 31, 2024, the Company’s other real estate related investments, inclusive of accrued interest, consisted of the following (dollars in thousands):

Facility Count and Type

As of June 30, 2025

As of September 30, 2025

Loans Receivable, at Fair Value:

SNF Campus ALF ILF Principal Balance as of June 30, 2025

Fair Value as of June 30, 2025 (1)

SNF Campus ALF ILF Principal Balance as of September 30, 2025

Fair Value as of September 30, 2025 (1)

Principal Balance as of December 31, 2024

Fair Value as of December 31, 2024 (1)

6 unchanged sentences

Total $ 757,840 $ 765,451 $ 740,687 $ 741,004

As of June 30, 2025

Principal Balance as of June 30, 2025

Book Value as of June 30, 2025

Facility Count and Type

As of September 30, 2025

Loan Receivable, at Amortized Cost:

Care Home Principal Balance as of September 30, 2025

Book Value as of September 30, 2025 (5)

Principal Balance as of December 31, 2024

Book Value as of December 31, 2024

Weighted Average Effective Interest Rate Maturity Date

Mortgage secured loan receivable 1 $ 20,839 $ 21,350 $ — $ — 6.1 % 9/21/2026

$ 20,839 $ 21,350 $ — $ —

As of September 30, 2025

Principal Balance as of September 30, 2025

Book Value as of September 30, 2025

Principal Balance as of December 31, 2024

Book Value as of December 31, 2024

Weighted Average Contractual Interest Rate Maturity Date

2 unchanged sentences

Facility Count and Type

As of June 30, 2025

As of September 30, 2025

Financing Receivable, at Fair Value:

SNF Campus ALF ILF Principal Balance as of June 30, 2025

Fair Value as of June 30, 2025 (5)

SNF Campus ALF ILF Principal Balance as of September 30, 2025

Fair Value as of September 30, 2025 (6)

Principal Balance as of December 31, 2024

Fair Value as of December 31, 2024 (6)

3 unchanged sentences

Total $ 95,723 $ 98,054 $ 95,723 $ 96,004

(1) Fair value of mortgage secured loans receivable includes $ 3.4 million of accrued interest as of both June 30, 2025 and December 31, 2024.

Fair value of mezzanine loans receivable includes $ 0.9 million of accrued interest as of both June 30, 2025 and December 31, 2024.

(1) Fair value of mortgage secured loans receivable includes $ 3.4 million of accrued interest as of both September 30, 2025 and December 31, 2024.

Fair value of mezzanine loans receivable includes $ 0.9 million of accrued interest as of both September 30, 2025 and December 31, 2024.

(2) Rates are net of subservicing fee, if applicable.

(3) Two 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 June 30, 2025 was 4.33 %.

Term SOFR used as of September 30, 2025 was 4.13 %.

(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 $ 1.6 million and $ 0.3 million of accrued interest as of June 30, 2025 and December 31, 2024, respectively.

(5) Book value of loan receivable, at amortized cost, includes $ 0.5 million of loan costs as of September 30, 2025.

(6) Fair value of financing receivable includes $ 2.3 million and $ 0.3 million of accrued interest as of September 30, 2025 and December 31, 2024, respectively.

(7) The Company leased these facilities back to the seller under a 15-year contract, with two five-year renewal options.

7 unchanged sentences

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS —

The following table summarizes the Company’s other real estate related investments activity for the six months ended June 30, 2025 and 2024 (dollars in thousands):

Six Months Ended June 30,

The following table summarizes the Company’s other real estate related investments activity for the nine months ended September 30, 2025 and 2024 (dollars in thousands):

Nine Months Ended September 30,

Origination of other real estate related investments $ 78,164 $ 556,951

13 unchanged sentences

In April 2025, the Company funded a $ 9.0 million earnout on an existing $ 165.0 million mortgage loan.

On June 1, 2025, the Company extended a mortgage loan of $ 6.1 million to a skilled nursing real estate owner.

On June 1, 2025 and July 1, 2025, the Company extended a mortgage loan through installments of $ 6.1 million and $ 5.0 million, respectively, to a skilled nursing real estate owner.

The mortgage loan is secured by one SNF and bears interest at a rate of 8.5 %, payable monthly.

2 unchanged sentences

The Company elected the fair value option for the mortgage loan.

On September 22, 2025, the Company extended a mortgage loan of £ 15.5 million, to an existing operator.

The mortgage loan is secured by one U.K.

Care Home and bears interest at a rate of 8.5 %.

The mortgage loan is set to mature on September 21, 2026, and includes a put and call option, subject to certain conditions, to purchase the real estate.

Upon receipt by the existing operator of certain regulatory approvals, the Company intends to exercise its option to accelerate the mortgage loan, acquire the underlying real estate securing the mortgage loan, and enter into a new long-term lease with the existing operator.

This mortgage loan is reflected at amortized cost on the condensed consolidated balance sheets.

The amortized cost of a loan receivable is the outstanding unpaid principal balance, net of unamortized costs and fees directly associated with the origination of the loan.

Direct loan origination costs are amortized over the term of the loan as an adjustment to interest income.

2024 Other Real Estate Related Investment Transactions

4 unchanged sentences

The Company elected the fair value option for the mortgage loan.

CARETRUST REIT, INC.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS —

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.

10 unchanged sentences

The Company elected the fair value option for the mezzanine loan.

CARETRUST REIT, INC.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS —

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.

12 unchanged sentences

The Company elected the fair value option for the mortgage loan.

Preferred Equity Investments

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.

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.

CARETRUST REIT, INC.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS —

Preferred E quity Investments

On June 5, 2025, the Company funded a $ 30.0 million preferred equity investment in a skilled nursing real estate owner.

1 unchanged sentence

Prepayment of the preferred equity investment is restricted, subject to certain conditions.

On August 1, 2024, the Company funded a $ 43.0 million preferred equity investment in an uptier holding company of the borrower under an existing $ 260.0 million mortgage loan.

The Company's initial contractual yield on its preferred equity investment is 11 %.

On June 3, 2024, the Company funded a $ 9.0 million preferred equity investment in an uptier parent entity of the borrower under an existing $ 165.0 million mortgage loan.

6 unchanged sentences

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 $ 2.2 million and $ 4.4 million during the three and six months ended June 30, 2025, respectively.

Cash received from the financing receivable was $ 2.2 million and $ 6.6 million during the three and nine months ended September 30, 2025, respectively.

The Company elected the fair value option for the financing receivable.

CARETRUST REIT, INC.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS —

Other Loans Receivables

As of June 30, 2025 and December 31, 2024, the Company’s other loans receivable, included in prepaid expenses and other assets, net on the Company’s condensed consolidated balance sheets, consisted of the following (dollars in thousands):

As of June 30, 2025

Investment Principal Balance as of June 30, 2025

Book Value as of June 30, 2025

As of September 30, 2025 and December 31, 2024, the Company’s other loans receivable, included in prepaid expenses and other assets, net on the Company’s condensed consolidated balance sheets, consisted of the following (dollars in thousands):

As of September 30, 2025

Investment Principal Balance as of September 30, 2025

Book Value as of September 30, 2025

Book Value as of December 31, 2024

3 unchanged sentences

Total $ 28,291 $ 21,817 $ 15,016

The following table summarizes the Company’s other loans receivable activity for the six months ended June 30, 2025 and 2024 (dollars in thousands):

Six Months Ended June 30,

CARETRUST REIT, INC.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS —

The following table summarizes the Company’s other loans receivable activity for the nine months ended September 30, 2025 and 2024 (dollars in thousands):

Nine Months Ended September 30,

Origination of other loans receivable $ 226 $ 985

7 unchanged sentences

Expected credit losses and recoveries are recorded in provision for loan losses, net in the condensed consolidated income statements.

During both the six months ended June 30, 2025 and 2024, the Company had no additional expected credit loss and did not consider any loans receivable investment to be impaired.

The following table sum marizes the interest and other income recognized from the Company’s loans receivable and other investments during the three and six months ended June 30, 2025 and 2024 (dollars in thousands):

For the Three Months Ended June 30,

For the Six Months Ended June 30,

During both the nine months ended September 30, 2025 and 2024, the Company had no additional expected credit loss and did not consider any loans receivable investment to be impaired.

The following table sum marizes the interest and other income recognized from the Company’s loans receivable and other investments during the three and nine months ended September 30, 2025 and 2024 (dollars in thousands):

For the Three Months Ended September 30,

For the Nine Months Ended September 30,

Investment 2025 2024 2025 2024

10 unchanged sentences

GAAP guidance defines three levels of inputs that may be used to measure fair value:

CARETRUST REIT, INC.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS —

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.

3 unchanged sentences

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.

The Company evaluates its hierarchy disclosures each quarter and, depending on various factors, it is possible that an asset or

CARETRUST REIT, INC.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS —

liability may be classified differently from quarter to quarter.

Changes in the type of inputs may result in a reclassification for certain assets.

1 unchanged sentence

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 June 30, 2025 and December 31, 2024, 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 June 30, 2025

The following table presents information about the Company’s assets and liabilities measured at fair value on a recurring basis as of September 30, 2025 and December 31, 2024, 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 September 30, 2025

Mortgage secured loans receivable $ — $ — $ 677,562 $ 677,562

1 unchanged sentence

Financing receivable — — 98,054 98,054

Interest rate derivatives — 546 — 546

Total assets $ — $ — $ 863,505 $ 863,505

14 unchanged sentences

Payments ( 9,302 ) — —

Balance as of June 30, 2025

Balance as of September 30, 2025

$ 677,562 $ 87,889 $ 98,054

CARETRUST REIT, INC.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS —

Real estate secured and mezzanine loans receivable:

Real estate secured and mezzanine loans receivable, at fair value:

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 three and six months ended June 30, 2025, the Company recorded a net unrealized gain of $ 2.0 million and $ 3.3 million, respectively, on its secured and mezzanine loans receivable, to bring the interest rates in line with market rates.

During the three and six months ended June 30, 2024, the Company recorded an unrealized loss of $ 2.4 million and $ 3.2 million, respectively, on the Company’s secured and mezzanine loans receivable due to rising interest rates, partially offset by unrealized gains of $ 0.5 million and $ 0.7 million, respectively, due to increases in expected cash flows on floating rate loans.

During the three and nine months ended September 30, 2025, the Company recorded a net unrealized gain of $ 4.0 million and $ 7.3 million, respectively, on its secured and mezzanine loans receivable, to bring the interest rates in line with market rates.

During the three months ended September 30, 2024, the Company recorded unrealized gains of $ 5.9 million, which were partially offset by unrealized losses of $ 4.1 million, on its secured and mezzanine loans receivable to bring the interest rates in line with market rates.

During the nine months ended September 30, 2024, the Company recorded unrealized losses on its secured and mezzanine loans receivable of $ 7.3 million, which were partially offset by unrealized gains of $ 6.6 million, 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.

As of June 30, 2025 and December 31, 2024, the Company did no t 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 June 30, 2025:

Type Book Value as of June 30, 2025

As of September 30, 2025 and December 31, 2024, the Company did no t have any loans that were 90 days or more past due.

CARETRUST REIT, INC.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS —

Type Book Value as of September 30, 2025

Valuation Technique Unobservable Inputs Range

2 unchanged sentences

Derivative instruments:

The Company estimates the fair value of derivative instruments, including its interest rate caps and cash flow hedges, using the assistance of a third party using inputs that are observable in the market, which include forward yield curves and other relevant information.

As of June 30, 2025, the Company had two interest rate caps with £ 100.0 million in notional value to mitigate the interest rate risk of the variable rate secured revolving credit facilities.

Additionally, as of June 30, 2025, the Company had four foreign currency forward contracts with £ 31.0 million in notional value issued at a weighted average GBP-USD exchange rate of 1.34 that are designated as cash flow hedges.

In connection with the Acquisition, the Company assumed Care REIT’s outstanding interest rate derivatives that were not designated as a hedge in qualifying hedging relationships.

During the three months ended June 30, 2025, the Company entered into cash flow hedges to hedge the foreign currency risk of intercompany loans denominated in GBP.

The following table summarizes the terms and fair values of the Company’s derivative financial instruments as of June 30, 2025 (dollars in thousands):

Derivative Notional Amount

Maturity or Settlement Date Index Strike Rate Fair Value as of June 30, 2025

Interest rate cap £ 50,000 August 2025 GBP-SONIA 4.0 % $ 40

Interest rate cap £ 50,000 January 2026 GBP-SONIA 3.0 % 506

Cash flow hedge £ 7,826 September 2025 GBP-USD exchange rate $ 1.34 ( 293 )

The Company estimates the fair value of derivative instruments, including its interest rate caps, swaps and foreign currency forwards, using the assistance of a third party using inputs that are observable in the market, which include forward yield curves and other relevant information.

In connection with the Acquisition, the Company assumed Care REIT’s two outstanding interest rate caps with an aggregate £ 100.0 million in notional value to mitigate the interest rate risk of the variable rate secured revolving credit facilities.

The interest rate derivatives were not designated as a hedge in qualifying hedging relationships.

In July 2025, the Company paid off its variable rate secured revolving credit facilities and terminated the interest rate cap instruments associated with them.

See Note 8, Debt , for additional information.

The Company recorded a $ 0.3 million loss and a $ 0.2 million net gain in interest expense related to the interest rate caps during the three and nine months ended September 30, 2025, respectively.

In June 2025, the Company entered into four foreign currency forward contracts with £ 31.0 million in notional value issued at a weighted average GBP-USD exchange rate of 1.34 that are designated as cash flow hedges.

The Company entered into cash flow hedges to hedge the foreign currency risk of intercompany loans denominated in GBP.

On July 10, 2025, the Company entered into two interest rate swaps, with a notional amount of $ 250.0 million each, to hedge the variable cash flows associated with the Term Loan Facility (as defined below).

The interest rate swaps convert the Term Loan Facility’s Term SOFR rate to an effective fixed interest rate of 3.5 %.

The Company’s objective in using interest rate derivatives is to change variable interest rates to fixed interest rates by using interest rate swaps.

Interest rate swaps designated as cash flow hedges involve the receipt of variable-rate amounts from a counterparty in exchange for the Company making fixed-rate payments over the term of the agreements without exchange of the underlying notional amount.

The following table summarizes the terms and fair values of the Company’s derivative financial instruments as of September 30, 2025:

Derivative Notional Amount (in thousands)

Maturity or Settlement Date Index Strike Rate Fair Value as of September 30, 2025 (in thousands)

Cash flow hedge £ 7,826 December 2025 GBP-USD exchange rate $ 1.34 $ ( 62 )

1 unchanged sentence

Cash flow hedge £ 7,741 June 2026 GBP-USD exchange rate $ 1.34 ( 49 )

The Company recorded a $ 0.1 million gain in interest expense related to the interest rate caps during both the three and six months ended June 30, 2025.

Financing receivable:

The fair value was 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 June 30, 2025 was 12 %.

For the six months ended June 30, 2025, there were no classification changes in assets and liabilities with Level 3 inputs in the fair value hierarchy.

Interest rate swap $ 250,000 June 2028 USD-SOFR 3.5 % 1,511

CARETRUST REIT, INC.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS —

The table below presents the effect of cash flow hedge accounting on accumulated other comprehensive income (loss) for the three and nine months ended September 30, 2025 (dollars in thousands):

Gain (loss) recognized in Other Comprehensive Income (Loss) Gain (loss) reclassified from Accumulated Other Comprehensive Income (Loss) into Income Income Statement Location

For the three months ended September 30, 2025 For the nine months ended September 30, 2025 For the three months ended September 30, 2025 For the nine months ended September 30, 2025

Cash flow hedge $ ( 946 ) $ 200 $ ( 37 ) $ ( 37 ) Gain/loss on foreign currency transaction

Interest rate swap 1,987 1,987 1,035 1,035 Interest expense

$ 1,041 $ 2,187 $ 998 $ 998

The Company estimates that an additional $ 0.2 million will be reclassified from accumulated other comprehensive income as a net decrease to interest expense and $ 0.2 million will be reclassified from accumulated other comprehensive income to loss on foreign currency transactions over the next 12 months.

Financing receivable:

The fair value was 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 September 30, 2025 was 12 %.

For the nine months ended September 30, 2025, there were no classification changes in assets and liabilities with Level 3 inputs in the fair value hierarchy.

Items Disclosed at Fair Value

1 unchanged sentence

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 8, Debt, below) as of June 30, 2025 and December 31, 2024 is as follows (dollars in thousands):

June 30, 2025 December 31, 2024

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 8, Debt, below) as of September 30, 2025 and December 31, 2024 is as follows (dollars in thousands):

September 30, 2025 December 31, 2024

Value Carrying

10 unchanged sentences

As such, the Company classifies these instruments as Level 3.

Loan receivable, at amortized cost:

The carrying value of the loan receivable at amortized cost approximates fair value due to the short-term nature of this instrument.

Senior unsecured notes payable:

The fair value of the Notes was determined using third-party quotes derived from orderly trades.

Secured notes payable:

The holders of the secured notes payable exercised their option to put the debt to the Company.

The carrying value of the notes payable is equal to the redemption price which approximates the fair value.

Unsecured revolving credit facility, secured revolving credit facilities and senior unsecured term loan:

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.

The following table summarizes the balance of the Company’s indebtedness as of June 30, 2025 and December 31, 2024 (dollars in thousands):

June 30, 2025 December 31, 2024

CARETRUST REIT, INC.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS —

The following table summarizes the balance of the Company’s indebtedness as of September 30, 2025 and December 31, 2024 (dollars in thousands):

September 30, 2025 December 31, 2024

Principal Amount Deferred Loan Fees Carrying Amount Principal Amount Deferred Loan Fees Carrying Amount

1 unchanged sentence

Senior unsecured term loan 500,000 ( 3,799 ) 496,201 — — —

2035 secured notes payable - A 50,816 — 50,816 — — —

2035 secured notes payable - B 52,189 — 52,189 — — —

2026 secured revolving credit facility 64,550 — 64,550 — — —

2029 secured revolving credit facility 62,160 — 62,160 — — —

2029 secured revolving credit facility 32,275 — 32,275 — — —

$ 900,000 $ ( 6,205 ) $ 893,795 $ 400,000 $ ( 3,073 ) $ 396,927

5 unchanged sentences

persons outside the United States in reliance on Regulation S under the Securities Act of 1933, as amended.

The Notes were issued at

CARETRUST REIT, INC.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS —

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 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.

16 unchanged sentences

The indenture governing the Notes also contains customary events of default.

As of June 30, 2025, the Company was in compliance with all applicable financial covenants under the indenture governing the Notes.

As of September 30, 2025, the Company was in compliance with all applicable financial covenants under the indenture governing the Notes.

CARETRUST REIT, INC.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS —

Unsecured Revolving Credit Facility and Unsecured Term Loan Facility

4 unchanged sentences

The First Amendment to the Third Amended Credit Agreement provides for an unsecured term loan facility (the “Term Loan Facility”) with term loan commitments in an aggregate principal amount of $ 500.0 million in addition to the Third Amended Revolving Facility.

CARETRUST REIT, INC.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS —

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”).

7 unchanged sentences

The First Amendment to the Third Amended Credit Agreement removed the SOFR credit spread adjustment applicable to loans under the Third Amended Revolving Facility bearing interest at Term SOFR or Daily Simple SOFR.

As of June 30, 2025, the Operating Partnership had $ 500.0 million of borrowings outstanding under the Term Loan Facility and no borrowings outstanding under the Third Amended Revolving Facility.

As of September 30, 2025, the Operating Partnership had $ 500.0 million of borrowings outstanding under the Term Loan Facility and no borrowings outstanding under the Third Amended Revolving Facility.

CARETRUST REIT, INC.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS —

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.

4 unchanged sentences

The Third Amended Credit Agreement also contains certain customary events of default, including the failure to make timely payments under the Third Amended Revolving 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 June 30, 2025, the Company was in compliance with all applicable financial covenants under the Third Amended Credit Agreement.

CARETRUST REIT, INC.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS —

Debt Assumed in Connection with the Acquisition

As of June 30, 2025, the balance of the indebtedness assumed by the Company upon the consummation of the Acquisition was as follows (dollars in thousands) :

Clydesdale Bank PLC (“Virgin”) HSBC UK Bank Plc (“HSBC”) National Westminster Bank Plc (“NatWest”) Secured notes payable (tranche A) Secured notes payable (tranche B) Total

As of September 30, 2025, the Company was in compliance with all applicable financial covenants under the Third Amended Credit Agreement.

Debt Assumed in Connection with the Acquisition and Subsequently Paid Off

On May 8, 2025, upon consummation of the Acquisition, the Company assumed secured revolving credit facilities and secured notes payable with an outstanding balance of $ 154.0 million and $ 99.8 million, respectively.

The terms of the debt were as follows:

Clydesdale Bank PLC (“Virgin”) HSBC UK Bank Plc (“HSBC”) National Westminster Bank Plc (“NatWest”) Secured notes payable (tranche A) Secured notes payable (tranche B)

Facility Type Revolving credit facility Revolving credit facility Revolving credit facility Private placement Private placement

Size ($) $ 68,670 $ 103,005 $ 68,670 $ 50,816 $ 52,189 $ 343,350

Drawn debt ($) (1)

$ 32,275 $ 64,550 $ 62,160 $ 50,816 $ 52,189 $ 261,990

Maturity date December 2029 April 2026 June 2029 December 2035 June 2035

2 unchanged sentences

Fixed interest rate N/A N/A N/A 2.93 % 3.00 %

(1) British Pound debt obligations shown in U.S.

Foreign-denominated obligations are converted at the applicable exchange rate on the balance sheet date.

(2) SONIA used as of June 30, 2025 was 4.22 %.

As of June 30, 2025, the Company was in compliance with all applicable financial covenants under the borrowings assumed from the Acquisition.

Subsequent to June 30, 2025, the revolving credit facilities and secured notes payable were fully paid off.

See Note 16, Subsequent Events , for additional information.

(1) SONIA used at time of prepayment was 4.22 %.

On July 8, 2025, the Company repaid in full the secured notes payable.

The aggregate payoff amount of £ 75.5 million consisted of outstanding principal of £ 75.0 million and accrued and unpaid interest of approximately £ 0.5 million.

On July 31, 2025, the Company repaid in full and terminated the secured revolving credit facilities.

The aggregate payoff amount of £ 116.5 million consisted of outstanding principal of £ 115.8 million, accrued and unpaid interest of approximately £ 0.4 million and a prepayment penalty of £ 0.3 million.

In connection with the payoff of the secured revolving credit facilities, the Company terminated the interest rate caps associated with this variable rate debt.

See Note 7, Fair Value Measurements , for additional information.

CARETRUST REIT, INC.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS —

Schedule of Debt Maturities

The following is a schedule of maturities for the Company’s outstanding debt as of June 30, 2025 (dollars in thousands):

Revolving Credit Facilities (1)

Term Loan Senior Unsecured Notes Secured Notes Payable (1)

2025 (Six months) $ — $ — $ — $ — $ —

2026 64,550 — — — 64,550

2027 — — — — —

2028 — — 400,000 — 400,000

The following is a schedule of maturities for the Company’s outstanding debt as of September 30, 2025 (dollars in thousands):

Term Loan Senior Unsecured Notes Total

2025 (Three months) $ — $ — $ —

2028 — 400,000 400,000

2 unchanged sentences

Total Debt $ 500,000 $ 400,000 $ 900,000

(1) The revolving credit facilities and secured notes payable were fully paid off in July 2025.

See Note 16, Subsequent Events , for additional information.

The weighted average interest rate of the debt was 4.78 % as of June 30, 2025.

As of September 30, 2025, the weighted average interest rate on the Company’s outstanding debt was 4.29 %, inclusive of the effects of interest rate swap agreements.

EQUITY AND REDEEMABLE NONCONTROLLING INTERESTS

Public Offering of Common Stock —On August 14, 2025, the Company completed an underwritten public offering of 23.0 million newly issued shares of its common stock at a price per share of $ 32.00 , resulting in gross proceeds of $ 736.0 million.

The Company used a portion of the proceeds to pay down the outstanding revolving credit facility and intends to use the remaining proceeds to fund acquisitions.

At-The-Market Offering —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 ATM Program”) and terminated its previous $ 750.0 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.

CARETRUST REIT, INC.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS —

In the event the Company enters into an ATM forward contract to sell shares of common stock pursuant to the ATM Program, the Company would expect 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 would expect 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 would expect to receive upon physical settlement would 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.

The following table summarizes the ATM Program activity (or activity under any predecessor at-the-market equity offering programs) for the three and six months ended June 30, 2025 and 2024 (in thousands, except per share amounts):

For the Three Months Ended For the Six Months Ended

June 30, 2025

June 30, 2024 June 30, 2025

June 30, 2024

The following table summarizes the ATM Program activity (or activity under any predecessor at-the-market equity offering programs) for the three and nine months ended September 30, 2025 and 2024 (in thousands, except per share amounts):

For the Three Months Ended For the Nine Months Ended

September 30, 2025

September 30, 2024 September 30, 2025

September 30, 2024

Number of shares — 17,241 12,608 40,986

2 unchanged sentences

$ — $ 500,085 $ 369,871 $ 1,079,852

(1) Total gross proceeds is before $ 4.4 million and $ 3.8 million of commissions paid to the sales agents during the three months ended June 30, 2025 and 2024, respectively, under the ATM Program.

Total gross proceeds is before $ 4.6 million and $ 7.2 million of commissions paid to the sales agents during the six months ended June 30, 2025 and 2024, respectively, under the ATM Program.

As of June 30, 2025, the Company had $ 380.1 million available for future issuances under the New ATM Program.

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 the first six months of 2025 (dollars in thousands, except per share amounts):

(1) Total gross proceeds is before $ 6.2 million of commissions paid to the sales agents during the three months ended September 30, 2024, under the ATM Program.

Total gross proceeds is before $ 4.6 million and $ 13.4 million of commissions paid to the sales agents during the nine months ended September 30, 2025 and 2024, respectively, under the ATM Program.

CARETRUST REIT, INC.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS —

As of September 30, 2025, the Company had $ 380.1 million available for future issuances under the New ATM Program.

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 the first nine months of 2025 (dollars in thousands, except per share amounts):

For the Three Months Ended

March 31, 2025 June 30, 2025

March 31, 2025 June 30, 2025 September 30, 2025

Dividends declared per share $ 0.335 $ 0.335 $ 0.335

Dividends payment date April 15, 2025 July 15, 2025

Dividends payment date April 15, 2025 July 15, 2025 October 15, 2025

Dividends payable as of record date $ 63,053 $ 67,100 $ 74,806

Dividends record date March 31, 2025 June 30, 2025

Dividends record date March 31, 2025 June 30, 2025 September 30, 2025

Redeemable Noncontrolling Interests

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In addition to the rights of the redeemable noncontrolling interest holders, the Company has the ability to call the interests of the noncontrolling interest holders during specified option exercise periods.

As of June 30, 2025, the redeemable noncontrolling interests did not meet the conditions for redemption.

CARETRUST REIT, INC.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS —

As of September 30, 2025, the redeemable noncontrolling interests did not meet the conditions for redemption.

STOCK-BASED COMPENSATION

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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 activity for the six months ended June 30, 2025 :

CARETRUST REIT, INC.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS —

The following table summarizes the status of the restricted stock award activity for the nine months ended September 30, 2025 :

Shares Weighted Average Share Price

3 unchanged sentences

Vested ( 167,663 ) 21.52

Unvested balance at June 30, 2025 553,979 $ 25.67

As of June 30, 2025, the weighted-average remaining vesting period of such award s was 1.9 years.

Unvested balance at September 30, 2025 553,979 $ 25.67

As of September 30, 2025, the weighted-average remaining vesting period of such award s was 1.7 years.

The following table summarizes the stock-based compensation expense recognized for the periods presented (dollars in thousands):

For the Three Months Ended June 30,

For the Six Months Ended June 30,

For the Three Months Ended September 30,

For the Nine Months Ended September 30,

2025 2024 2025 2024

Stock-based compensation expense $ 2,493 $ 1,143 $ 9,428 $ 4,669

As of June 30, 2025, there was $ 13.6 million of unamortized stock-based compensation expense related to the unvested RSAs and TSR Units.

As of September 30, 2025, there was $ 11.1 million of unamortized stock-based compensation expense related to the unvested RSAs and TSR Units.

CARETRUST REIT, INC.

2 unchanged sentences

The following table presents the calculation of basic and diluted earnings per common share attributable to CareTrust REIT, Inc.

(“EPS”) for the Company’s common stock for the three and six months ended June 30, 2025 and 2024, 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 (dollars and shares in thousands, except per share amounts):

For the Three Months Ended June 30, For the Six Months Ended June 30,

(“EPS”) for the Company’s common stock for the three and nine months ended September 30, 2025 and 2024, 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 (dollars and shares in thousands, except per share amounts):

For the Three Months Ended September 30, For the Nine Months Ended September 30,

2025 2024 2025 2024

18 unchanged sentences

The CODM evaluates performance based on net income, as follows (in thousands):

For the Three Months Ended June 30, For the Six Months Ended June 30,

For the Three Months Ended September 30, For the Nine Months Ended September 30,

2025 2024 2025 2024

20 unchanged sentences

Other income (loss):

Gain on sale of real estate, net — 21 3,876 32

Loss on extinguishment of debt ( 390 ) ( 657 ) ( 390 ) ( 657 )

(Loss) gain on sale of real estate, net — ( 2,286 ) 3,876 ( 2,254 )

Unrealized gain (loss) on other real estate related investments, net 3,603 1,800 6,858 ( 689 )

Gain on foreign currency transaction 4,413 — 4,413 —

(Loss) gain on foreign currency transaction, net ( 298 ) — 4,115 —

Total other income (loss) 2,915 ( 1,143 ) 14,459 ( 3,600 )

2 unchanged sentences

Net income 74,930 33,276 208,025 72,444

Net loss attributable to noncontrolling interests ( 643 ) ( 340 ) ( 1,252 ) ( 336 )

Net income (loss) attributable to noncontrolling interests 29 ( 165 ) ( 1,223 ) ( 501 )

Net income attributable to CareTrust REIT, Inc.

4 unchanged sentences

VARIABLE INTEREST ENTITIES

VIEs for Which the Company is the Primary Beneficiary

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.

The following table summarizes the contributions to joint ventures that are consolidated variable interest entities through June 30, 2025 (dollars in thousands):

The following table summarizes the contributions to joint ventures that are consolidated variable interest entities through September 30, 2025 (dollars in thousands):

Gross Investment

9 unchanged sentences

WA, OR, ID SNF 10 140,610 5,478 146,088

2025 CA SNF Campus 1 8,893 228 9,121

Total 47 $ 748,707 $ 28,885 $ 777,592

3 unchanged sentences

Total assets and total liabilities include VIE assets and liabilities as follows (dollars in thousands):

June 30, 2025

September 30, 2025

December 31, 2024

6 unchanged sentences

Total liabilities $ 3,289 $ 10,332

CARETRUST REIT, INC.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS —

VIE for Which the Company is not the Primary Beneficiary

The Company is not required to consolidate VIEs in which it has concluded it does not have a controlling financial interest, and thus is not the primary beneficiary.

In such cases, the Company does not exercise power over and/or does not have potentially significant economic exposure from the VIE.

The Company’s investment in the unconsolidated VIE is carried in other real estate related investments on the condensed consolidated balance sheets and includes one mortgage secured loan issued by the VIE.

The fair value of the Company’s investment in the unconsolidated VIE at September 30, 2025 was £ 15.5 million.

The Company’s maximum exposure to loss from the unconsolidated VIE was £ 15.5 million at September 30, 2025.

COMMITMENTS AND CONTINGENCIES

1 unchanged sentence

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.

CARETRUST REIT, INC.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS —

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.

5 unchanged sentences

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 June 30, 2025 (in thousands):

The table below summarizes the Company’s existing, known commitments and contingencies as of September 30, 2025 (in thousands):

Remaining Commitment

2 unchanged sentences

Other loans receivable (2)

Earn-out obligation (3)

(1) As of June 30, 2025, the Company had committed to fund expansions, construction, capital improvements and ESG incentives at certain triple-net leased facilities totaling $ 9.9 million, of which $ 8.4 million is subject to rent increase at the time of funding.

Earn-out obligations (3)

(1) As of September 30, 2025, the Company had committed to fund expansions, construction, capital improvements and ESG incentives at certain triple-net leased facilities totaling $ 9.6 million, of which $ 8.7 million is subject to rent increase at the time of funding.

(2) Represents non-real estate secured loan commitments.

1 unchanged sentence

The earn-out is available, contingent on the operator achieving certain thresholds per the agreement, beginning in October 2025 through October 2026.

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.

CARETRUST REIT, INC.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS —

Major operator concentration – The Company has operators from which it derived 10% or more of its revenue for the six months ended June 30, 2025 and 2024.

The following table sets forth information regarding the Company’s major operators as of June 30, 2025 and 2024:

CONCENTRATION OF RISK

Major operator concentration – The Company has operators from which it derived 10% or more of its revenue for the nine months ended September 30, 2025 and 2024.

The following table sets forth information regarding the Company’s major operators as of September 30, 2025 and 2024:

Percentage of Total Revenue

Operator/Borrower Three Months Ended Six Months Ended

June 30, 2025 (1)

June 30, 2024 (1)

Operator/Borrower Three Months Ended Nine Months Ended

September 30, 2025 (1)

September 30, 2024 (1)

Priority Management Group 11 % 12 %

(1) The Company’s rental income and interest income on other real estate related investments, exclusive of operating expense reimbursements.

(2) Ensign and the PACS Group, Inc.

(“PACS”) are subject to the registration and reporting requirements of the SEC and are required to file with the SEC annual reports containing audited financial information and quarterly reports containing unaudited financial information.

Ensign and PACS’s financial statements, as filed with the SEC, can be found at http://www.sec.gov.

(1) Based on the Company’s rental income and interest income on other real estate related investments, exclusive of operating expense reimbursements.

(2) 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.

Major geographic concentration – The following table provides information regarding the Company’s concentrations with respect to certain geographies, from which the Company derived 10% or more of its revenue for the six months ended June 30, 2025 and 2024:

Major geographic concentration – The following table provides information regarding the Company’s concentrations with respect to certain geographies from which the Company derived 10% or more of its revenue for the nine months ended September 30, 2025 and 2024:

Percentage of Total Revenue

Geography Three Months Ended Six Months Ended

June 30, 2025 (1)

June 30, 2024 (1)

Geography Three Months Ended Nine Months Ended

September 30, 2025 (1)

September 30, 2024 (1)

(1) Based on the Company’s rental income and interest income on other real estate related investments, exclusive of operating expense reimbursements.

4 unchanged sentences

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS —

Recent Acquisitions and Investments

On July 1, 2025, the Company purchased one multi-service campus for $ 9.1 million, inclusive of transaction costs, through a JV.

The Company contributed $ 8.9 million to the JV.

Recent Acquisitions

On October 20, 2025, the Company contributed $ 28.5 million to a JV that purchased one SNF in California for $ 29.2 million, which includes estimated capitalized acquisition costs.

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, subsidiaries of the JV entered into a new master lease with a skilled nursing and seniors housing operator.

The master lease has an initial term of approximately 10 years, with two ten-year renewal options.

Annual cash rent under the lease is $ 0.9 million, with fixed annual escalators.

On August 1, 2025, the Company funded approximately $ 12.2 million (exclusive of transaction costs) in connection with the assignment and termination of several lease agreements between the Company and affiliates of Covenant Care California, LLC and pertaining to certain of the Company's owned facilities located in the State of California.

As a result of the subject transaction, the Company expects to receive approximately $ 3.9 million in additional annual rent.

Asset Exchange

On July 31, 2025, the Company completed an asset swap pursuant to which it transferred ownership of 10 U.K.

Care Homes to the counterparty in exchange for six U.K.

Care Homes and $ 2.9 million in cash before selling costs.

Care Homes were classified as held for sale as of June 30, 2025.

The annual rent did not significantly change as a result of the asset swap.

Mortgage Loan Origination

On July 1, 2025, the Company advanced the second installment of a mortgage loan of $ 5.0 million to a skilled nursing real estate owner.

The loan bears interest at a rate of 8.5 %, payable monthly.

The mortgage loan is set to mature on May 31, 2035 and includes a one year extension option.

The mortgage loan may be prepaid in whole, after June 1, 2026, for an exit fee ranging from 0 % to 2 % of the loan plus unpaid interest payments.

Financing Activity

On July 8, 2025, the Company paid off the entire outstanding balance of the secured notes payable.

On July 31, 2025, the Company paid off and terminated the secured revolving credit facilities.

In connection with the payoff of the secured revolving credit facilities, the Company settled the outstanding interest rate caps.

See Note 7, Fair Value Measurements , and Note 8, Debt , for additional information.

The Company did not record a material gain or loss in connection with the debt extinguishment.

The Company funded the payoffs with cash on hand and $ 65.0 million in net borrowings under the Third Amended Revolving Facility.

On July 10, 2025, the Company entered into two interest rate swaps, with a notional amount of $ 250.0 million each, to hedge the variable cash flows associated with the Term Loan Facility.

The interest rate swaps convert the Term Loan Facility’s Term SOFR rate to an effective fixed interest rate of 3.5 %.

The Company’s objective in using interest rate derivatives is to change variable interest rates to fixed interest rates by using interest rate swaps.

In connection with the acquisition of the facility, the Company entered into a new master lease with a skilled nursing operator.

The new master lease has a term of approximately 15 years, with two five-year renewal options and fixed rent increases.

Initial annual cash rent under the new master lease is $ 2.5 million, inclusive of $ 0.3 million in deferred rent to be repaid during the second year of the lease.

On October 30, 2025, the Company acquired four SNFs and one multi-service campus in the mid-Atlantic and southeast for $ 210.6 million, which includes estimated capitalized acquisition costs.

In connection with the acquisition of the facilities, the Company amended an existing master lease with a skilled nursing operator.

The amended master 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 amended lease increased by approximately $ 18.0 million.

On October 31, 2025, the Company acquired two senior housing properties in Missouri and Ohio for $ 26.6 million, which includes estimated capitalized acquisition costs.

In connection with the acquisition of the facilities, the Company entered into a new master lease with a senior housing operator.

The new master lease has a term of approximately 15 years, with two five-year renewal options and CPI-based rent escalators.

Initial annual cash rent under the new master lease is $ 2.1 million.

In addition to the cash rent, the master lease provides for percentage rent beginning in 2026 as 20 % of the positive difference between gross revenues and a certain threshold.

On October 31, 2025, the Company acquired eight SNFs in Mississippi for $ 166.1 million, which includes estimated capitalized acquisition costs.

In connection with the acquisition of the facilities, the Company entered into a new master lease with a skilled nursing operator.

The new master lease has a term of approximately ten years , with three five-year renewal options and fixed rent increases.

Initial annual cash rent under the new master lease is $ 15.5 million.

The master lease provides for deferred rent of $ 2.5 million in the first year and $ 1.4 million in the second lease year to be repaid in years three through five.

Mortgage Loan Prepayment

On October 31, 2025, one mezzanine loan with a principal balance of $ 35.0 million was fully prepaid, including all unpaid accrued interest.

On October 10, 2025, the Company sold two senior housing properties with an aggregate carrying value of $ 11.2 million.

The Company does not expect to record a material gain or loss on sale of the real estate.

On November 4, 2025, the Company sold one senior housing property with an aggregate carrying value of $ 0.2 million.

The Company does not expect to record a material gain or loss on sale of the real estate.

Compared sentence by sentence after normalising whitespace, quotation marks, case and digits, so re-formatting and restated figures do not read as changed language. Wording changes appear as one removal and one addition. The current filing and the prior one are authoritative.

What changed 10-Q

Item 1. Financial Statements