What changed in this filing

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Item 1. Business

2026-02-12 compared with 2025-02-12 · 331 added, 334 removed, 376 unchanged (64% of the section changed)

CareTrust REIT is a self-administered, publicly-traded REIT engaged in the ownership, acquisition, financing, development and leasing of skilled nursing, seniors housing and other healthcare-related properties.

As of December 31, 2024, CareTrust REIT 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”) (including facilities classified as held for sale) 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, we 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.

The following table summarizes our real estate investment portfolio as of December 31, 2024 (dollars in thousands):

Twelve Months Ended December 31, 2024

Owned Properties Number of Properties Number of Beds/Units Book Value as of December 31, 2024 Percentage of Book Value Rental Income Percentage of Total Revenue

Skilled nursing 192 20,930 $ 1,742,970 55 % $ 169,414 61 %

Multi-service campuses 30 4,272 408,045 13 % 43,372 16 %

Assisted living / independent living 36 2,886 132,936 4 % 15,475 6 %

Total Owned Properties 258 28,088 $ 2,283,951 72 % $ 228,261 83 %

Financing Receivable Number of Properties Number of Beds/Units Book Value as of December 31, 2024 Percentage of Book Value Interest Income Percentage of Total Revenue

Skilled nursing / assisted living / independent living 46 3,820 $ 96,004 3 % $ 1,009 *

Total Financing Receivable 46 3,820 $ 96,004 3 % $ 1,009 *

Other Real Estate Related Investments Number of Properties Number of Beds/Units Book Value as of December 31, 2024 Percentage of Book Value Interest Income Percentage of Total Revenue

Mortgage Loans 87 8,434 $ 660,392 21 % $ 35,972 13 %

Mezzanine Loans (1)

46 5,643 80,612 2 % 9,456 3 %

Preferred Equity 54,199 2 % 2,826 1 %

Total 133 14,077 $ 795,203 25 % $ 48,254 17 %

Total Portfolio 437 45,985 $ 3,175,158 100 % $ 277,524 100 %

(1) If we also have extended mezzanine financing to an affiliate of the borrower under a mortgage loan receivable, the applicable facility counts are included in both respective totals.

* Represents less than 1%

We generate 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 facility (including property taxes, insurance, maintenance and repair costs and capital expenditures, subject to certain exceptions in the case of properties leased to Ensign and Pennant, as defined below).

CareTrust REIT is a self-administered, publicly-traded REIT engaged in the ownership, acquisition, financing, development and leasing of skilled nursing, senior housing and other healthcare-related properties.

As of December 31, 2025, CareTrust REIT owned, directly or indirectly in consolidated joint ventures, and leased to independent operators, 407 skilled nursing facilities (each, a “SNF”), senior housing communities and other properties consisting of 37,628 operational beds and units located in 32 states and the United Kingdom (the “U.K.”), with the highest concentration of properties by rental income located in California, the U.K., Texas, and Tennessee.

As of December 31, 2025, we also had other real estate related investments consisting of four preferred equity investments, 16 real estate secured loans receivable and five mezzanine loans receivable with a carrying value of $899.3 million and one financing receivable with a carrying value of $92.2 million.

During the fourth quarter of 2025, we began utilizing the structure authorized by the REIT Investment Diversification and Empowerment Act of 2007 (commonly referred to as “RIDEA”) as permitted by the Housing and Economic Recovery Act of 2008 in connection with the establishment of a senior housing operating portfolio (“SHOP”) platform, and completed our first SHOP acquisition in December 2025.

As of December 31, 2025, CareTrust REIT also owned, indirectly in consolidated joint ventures, the properties and operations of three senior housing communities consisting of 270 units in Texas that are operated on our behalf by independent managers pursuant to the terms of separate management agreements.

We generate 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 (including property taxes, insurance, maintenance and repair costs and capital expenditures, subject to certain exceptions in the case of properties leased to Ensign and Pennant, as defined below).

From time to time, we also extend secured mortgage loans to healthcare operators, secured by healthcare-related properties, extend secured mezzanine loans to healthcare operators, secured by membership interests in healthcare-related properties, and invest in preferred equity investments.

From time to time, we also partner with third-party institutional investors to invest in healthcare real estate in consolidated joint ventures.

Pursuant to our joint ventures,

we typically contribute at least 90% of the joint venture’s total investment amount and we receive 100% of the preferred equity interest in the joint venture and a 50% common equity interest in the joint venture.

Our joint venture partner contributes the remaining total investment amount in exchange for a 50% common equity interest in the joint venture.

We conduct and manage our business as one operating segment for internal reporting and internal decision making purposes.

We expect to grow our portfolio by pursuing opportunities to acquire additional properties that will be leased to a diverse group of local, regional, and national healthcare providers, which may include new or existing skilled nursing operators, as well as seniors housing operators, behavioral health facilities and related businesses.

We also anticipate diversifying our portfolio over time, including by acquiring properties in different geographic markets, including internationally, and in different asset classes.

In addition, we actively monitor the clinical, regulatory and financial operating results of our tenants and borrowers, and work to identify opportunities within their operations and markets that could improve their operating results at our facilities.

From time to time, we also partner with third party institutional investors to invest in healthcare real estate in consolidated joint ventures (“joint ventures” or “JVs”).

Pursuant to our joint ventures, we typically contribute at least 90% of the joint venture’s total investment amount and we receive 100% of the preferred equity interest in the joint venture and a 50% common equity interest in the joint venture.

Each joint venture partner contributes the remaining total investment amount in exchange for a 50% common equity interest in the joint venture.

We also generate revenues by owning, indirectly in consolidated joint ventures, properties operated by third party property managers to whom we pay a management fee.

These investments utilize a RIDEA structure pursuant to a management agreement with an independent, third party manager who manages and operates the properties.

For our joint ventures within the SHOP platform, we typically contribute at least 90% of the joint venture’s total investment amount and receive at least 90% of the common equity interest in the joint venture, with our joint venture partner contributing the remaining amount of the total investment in exchange for the remaining common equity interests.

Our Businesses

We expect to grow our portfolio by pursuing opportunities to acquire additional properties that will be leased to, or managed by, a diverse group of local, regional, national and international healthcare providers, which may include new or existing skilled nursing operators, as well as senior housing operators or managers, behavioral health properties and related businesses.

We may diversify our portfolio over time, including by acquiring properties in different geographic markets, including internationally, and in different asset classes.

We actively monitor the clinical, regulatory and financial operating results of our tenants and borrowers, and work to identify opportunities within their operations and markets that could improve their operating results at our properties.

We communicate such observations to our tenants and borrowers;

however, we have no contractual obligation to do so.

Moreover, our tenants and borrowers have sole discretion with respect to the day-to-day operation of the facilities they lease from us, and how and whether to implement any observation we may share with them.

Moreover, our tenants and borrowers have sole discretion with respect to the day-to-day operation of the properties they lease from us, and how and whether to implement any observation we may share with them.

We also actively monitor the overall occupancy, skilled mix, and other operating metrics of our tenants and borrowers on at least a monthly basis.

We have replaced tenants in the past, and may elect to replace tenants in the future, if they fail to meet the terms and conditions of their leases with us.

The replacement tenants may include tenants with whom we have had no prior landlord-tenant relationship as well as current tenants with whom we are comfortable expanding our relationships.

In addition, we may from time to time in the future repurpose facilities for other uses, such as behavioral health.

We have also provided select tenants with strategic capital for facility upkeep and modernization, as well as short-term working capital loans when they are awaiting licensure and certification or conducting turnaround work in one or more of our properties, and we may continue to do so in the future.

The replacement tenants may include tenants with whom we have had no prior landlord-tenant relationship as well as current tenants

with whom we are comfortable expanding our relationships.

In addition, we may from time to time in the future repurpose properties for other uses, such as behavioral health.

We have also provided select tenants with strategic capital for property upkeep and modernization, as well as short-term working capital loans when they are awaiting licensure and certification or conducting turnaround work in one or more of our properties, and we may continue to do so in the future.

We have also assisted our tenants with transitioning to lower emissions technologies through our tenant incentive program, where we support efficiency projects through our dedicated tenant capital expenditure budget, providing sustainability incentives rent-free.

In addition, we periodically reassess the investments we have made and the tenant relationships we have entered into, and have selectively disposed of facilities or investments, or terminated such relationships, and we expect to continue making such reassessments and, where appropriate, taking such actions.

In addition, we periodically reassess the investments we have made and the tenant relationships we have entered into, and have selectively disposed of properties or investments, or terminated such relationships, and we expect to continue making such reassessments and, where appropriate, taking such actions.

Our SHOP communities consist of senior housing communities that we own and invest in and which are managed by third party managers.

Through the RIDEA structure, we participate directly in the financial results of the communities’ operations.

We generally rely on the third party managers’ personnel, expertise, technical resources and information systems, risk management processes, proprietary information, good faith and judgment to manage the senior housing communities’ operations efficiently and effectively.

We also rely on the third party managers to set appropriate resident fees, to provide accurate property-level financial results in a timely manner and otherwise manage risk and operate the senior housing communities in compliance with the terms of our management agreements and all applicable laws and regulations.

We are generally responsible for all operational costs, expenses and other risks and liabilities.

While our managers typically indemnify us for liabilities arising out of certain of their actions such as gross negligence, fraud or willful misconduct, it may be difficult to enforce our rights or we may need to seek alternative solutions to ensure the liability is appropriately addressed.

See “Risk Factors — Risks Related to Our Business and Operations — We are dependent on the ability of our third party managers to successfully manage and operate our SHOP communities”.

Our management agreements typically have fixed terms and are subject to renewal under certain conditions.

These agreements may include provisions for termination under specific circumstances, with or without the payment of a fee.

The managers generally receive annual management fees which are calculated based on various performance measures, which may include revenue, net operating income and other objective financial metrics.

Additionally, incentive fees may be awarded if specified performance targets are met.

As of December 31, 2025, third party managers operated all three properties in our SHOP platform on our behalf.

We elected to be taxed as a REIT for U.S.

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To maintain REIT status, we must meet a number of organizational and operational requirements, including a requirement that we annually distribute to our stockholders at least 90% of our REIT taxable income, determined without regard to the dividends paid deduction and excluding any net capital gains.

Because we have elected to be taxed as a REIT, we are subject to restrictions impacting how we invest in, operate or manage our properties, including the senior housing communities in our SHOP platform.

Some of those restrictions depend on whether a senior housing community is treated as a “qualified healthcare property” under the REIT rules.

We treat all of the senior housing communities in our SHOP platform as “qualified healthcare properties.” Senior housing communities in our SHOP platform that are “qualified healthcare properties” generally must be managed and operated by a third party manager, including for purposes of procuring supplies, hiring and training employees, entering into third party contracts for the benefit of the property and providing resident care and services.

Investment Activity

The following table summarizes our acquisitions from January 1, 2024 through February 12, 2025 (dollars in thousands):

Type of Facility Purchase Price (1)

Initial Annual Cash Rent (2)

The Acquisition

On May 8, 2025, we closed our acquisition (the “Care REIT Acquisition”) of Care REIT plc (“Care REIT”).

In connection with this acquisition, on June 30, 2025, we also acquired substantially all of the assets of Impact Health Partners LLP, the investment manager of Care REIT (together with the Care REIT Acquisition, the “Acquisition”).

We treat these acquisitions as a single transaction as they were entered into in contemplation of one another and were intended to achieve an overall economic effect.

The Care REIT Acquisition was implemented by means of a court-sanctioned scheme of arrangement (the “Scheme”) under Part 26 of the United Kingdom Companies Act of 2006.

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

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

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

Other Investment Activity

The following table summarizes our acquisitions from January 1, 2025 through December 31, 2025 (dollars in thousands):

Type of Property (1)

Purchase Price (2)

Number of Properties Number of Beds/Units (3)

Skilled nursing (4)

$ 732,919 $ 67,924 43 4,632

Multi-service campuses (4)

90,639 7,467 5 683

Assisted living / independent living (4)

Skilled nursing triple-net $ 616,521 27 3,214

Senior housing triple-net (4)

908,507 135 7,822

Senior housing SHOP 40,298 3 270

Total $ 1,565,326 165 11,306

(1) Includes properties held in consolidated joint ventures.

See Note 4, Real Estate Investments, Net , and Note 15, Variable Interest Entities , for additional information.

(2) 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 3, Real Estate Investments, Net , and Note 12, Variable Interest Entities , for additional information.

The following table summarizes our financing receivable investment from January 1, 2024 through February 12, 2025 (dollars in thousands):

Investment Type Investment, at cost (1)

Initial Annual Interest Income (2)

Number of Properties Number of Beds/Units (3)

Financing receivable $ 95,723 $ 11,560 46 3,820

Total $ 95,723 $ 11,560 46 3,820

(1) Investment does not include transaction costs given they were expensed during the year ended December 31, 2024 as a result of our election to use the fair value option.

(2) Represents annualized acquisition-date interest income.

(3) The number of beds/units includes operating beds at the investment date.

The following table summarizes our other real estate related investments from January 1, 2024 through February 12, 2025 (dollars in thousands):

(4) Includes U.K.

Care Homes acquired in connection with the Acquisition.

See Note 3, Acquisitions , for additional information.

On July 31, 2025, we 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.

The following table summarizes our other real estate related investments from January 1, 2025 through December 31, 2025 (dollars in thousands):

Investment Type

Investment Initial Annual Interest Income (2)

Number of Properties Number of Beds/Units (3)

Investment Number of Properties Number of Beds/Units (1)

Mortgage secured loans receivable $ 121,168 30 3,622

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Total $ 160,857 33 4,016

(1) Table excludes a $1.0 million mortgage loan originated in connection with the sale of one ALF during the period presented.

(2) Represents annualized acquisition-date interest income, less subservicing fees, if applicable.

For floating rate loans, interest income has been calculated using the benchmark rate at loan origination.

(1) The number of beds/units includes operating beds at the investment date.

From January 1, 2024 through December 31, 2024, we sold 13 SNFs and four ALFs for net proceeds of $17.7 million, resulting in a net loss on sale of real estate of $2.2 million.

Subsequent to December 31, 2024, we sold or disposed of three SNFs, one SNF Campus and one ALF, for which we expect to record an estimated gain on sale of real estate of $3.9 million.

The skilled nursing industry has evolved to meet the growing demand for post-acute and custodial healthcare services generated by an aging population, increasing life expectancies and the trend toward shifting of patient care to lower cost settings.

From January 1, 2025 through December 31, 2025, we sold five skilled nursing facilities and 19 senior housing communities for net proceeds aggregating $153.5 million, which includes non-cash consideration related to an asset exchange and $36.0 million of seller financing, resulting in a net gain on sale of real estate of $31.5 million.

The skilled nursing and senior housing industries has evolved to meet the growing demand for post-acute and custodial healthcare services generated by an aging population, increasing life expectancies and the trend toward shifting of patient care to lower cost settings.

We believe this evolution has led to a number of favorable improvements in the industry, as described below:

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As a result, SNFs are generally serving a larger population of higher-acuity patients than in the past.

The same trend is impacting ALFs, which are now generally serving some patients who previously would have received services at SNFs.

The same trend is impacting senior housing communities, which are now generally serving some residents who previously would have received services at SNFs.

• Significant Acquisition and Consolidation Opportunities.

The skilled nursing industry is large and highly fragmented, characterized predominantly by numerous local and regional providers.

The skilled nursing and senior housing industry is large and highly fragmented, characterized predominantly by numerous local and regional providers.

We believe this fragmentation provides significant acquisition and consolidation opportunities for us.

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According to the American Health Care Association, the nursing home industry was comprised of approximately 14,742 facilities as of July 2025, as compared with over 15,600 facilities as of July 2016.

We expect that the supply/demand imbalance in the skilled nursing industry will increasingly favor skilled nursing and assisted living providers due to the shift of patient care to lower cost settings and an aging population.

We expect that the supply/demand imbalance in the skilled nursing industry will increasingly favor skilled nursing and senior living providers due to the shift of care to lower cost settings and an aging population.

• Increased Demand Driven by Aging Populations .

As seniors account for a higher percentage of the total U.S.

population, we believe the overall demand for skilled nursing services will increase.

At present, the primary market demographic for skilled nursing services is individuals age 75 and older.

population, we believe the overall demand for skilled nursing and senior housing services will increase.

At present, the primary market demographic for skilled nursing and senior housing services consists of individuals age 75 and older.

Census estimates that there were over 59 million people in the United States in 2024 over the age of 65.

Census estimates this group to be one of the fastest growing segments of the United States population, projecting that it will almost double between 2020 and 2060.

According to the Centers for Medicare & Medicaid Services, nursing home care facilities and continuing care retirement expenditures are projected to grow from approximately $209.3 billion in 2023, which includes federal expenditures in response to the COVID-19 pandemic, to approximately $337.4 billion in 2032.

Although seniors housing and skilled nursing occupancy rates declined during the COVID-19 pandemic, we believe that these trends in population will support an increasing demand for services in the long-term, which in turn will likely support an increasing demand for the services provided within our properties.

While most factors described above indicate projected growth for our industry, labor shortages and minimum staffing requirements from the Centers for Medicare and Medicaid Services (see “Management’s Discussion and Analysis of Financial Condition and Results of Operations — Recent Developments — Regulatory Updates”) have led, and may continue to lead, to increased costs.

Further, our operators have experienced increased costs due to inflation, elevated interest rates and related changes to consumer spending, including, but not limited to, an increase in individuals delaying or deferring moves to seniors housing, which could cause our operators to be unable or unwilling to make rental or interest payments when due.

It is difficult to predict the duration of the effects of these economic and market conditions on the industry.

Census estimates this group to be one of the fastest growing segments of the United States population, projecting that it will nearly double between 2020 and 2060.

According to the Centers for Medicare & Medicaid Services, nursing home care facilities and continuing care retirement expenditures are projected to grow from approximately $228.8 billion in 2024 to approximately $385.9 billion in 2033.

Although senior housing and skilled nursing occupancy rates declined during the COVID-19 pandemic, they have largely recovered nationally and we believe that these trends in population will support an increasing demand for services in the long-term, which in turn will likely support an increasing demand for the services provided within our properties.

While most factors described above indicate projected growth for our industry, recent macroeconomic conditions, particularly market uncertainty, immigration restrictions and changes to immigration enforcement policy, changes to the U.S.

healthcare system, shutdown of the federal government, declining consumer sentiment, inflation (including higher supply costs and shortages), effects of global tariffs, elevated interest rates and related changes to consumer spending, including, but not limited to, an increase in individuals delaying or deferring moves to senior housing, has adversely impacted and could continue to adversely impact our tenants’ and borrowers’ ability to meet some of their financial obligations to us or our ability to generate revenue from our SHOP communities.

In addition, state level Medicaid reimbursement rate reductions and minimum wage increases could lead to increased costs (see “Management’s Discussion and Analysis of Financial Condition and Results of Operations — Recent Developments — Regulatory Updates”).

It is difficult to predict the duration of the effects of these economic, market and regulatory conditions on the industry.

In addition, current macroeconomic conditions and the resulting market volatility may adversely impact our ability to sell properties on acceptable terms, if at all, which could result in additional impairment charges.

Portfolio Summary

We have a geographically diverse portfolio, consisting of the following types of facilities as of December 31, 2024:

Classification of Properties in our Portfolio

We have a geographically diverse portfolio, consisting of the following types of properties as of December 31, 2025:

• Skilled Nursing Facilities.

SNFs are licensed healthcare facilities that provide restorative, rehabilitative and nursing care for people not requiring the more extensive and sophisticated treatment available at acute care hospitals.

Some of these facilities may also include a limited number of assisted living (AL) or independent living (IL) type beds.

Treatment programs include physical, occupational, speech, respiratory and other therapies, including sub-acute clinical protocols such as wound care and intravenous drug treatment.

Charges for these services are generally paid from a combination of government reimbursement and private sources.

As of December 31, 2024, our portfolio included 313 SNFs (excluding 3 SNFs held for sale), consisting of 189 owned facilities, 85 facilities related to our other real estate related investments and 39 facilities related to our financing receivable.

As of December 31, 2025, our portfolio included 366 SNFs, consisting of 236 owned facilities, 73 facilities related to our other real estate related investments, 35 facilities related to our financing receivable, and 22 related to our preferred equity investments.

Included in the 236 owned SNFs are 45 SNFs held in consolidated joint ventures.

In addition, our portfolio includes 35 SNFs located on campuses that also have ALFs or ILFs, which we refer to as multi-service campuses (see below under “Multi-Service Campuses”).

• Assisted Living Facilities .

ALFs are licensed healthcare facilities that provide personal care services, support and housing for those who need help with activities of daily living, such as bathing, eating and dressing, yet require limited medical care.

• Senior Housing Communities and Other Properties.

As of December 31, 2025, our portfolio included 208 senior housing communities, consisting of 171 owned communities, 23 communities related to our other real estate related investments, six communities related to our financing receivable, and eight communities related to our preferred equity investments.

Included in the 171 owned communities are three communities held in consolidated joint ventures that are operated by a third party manager.

Senior housing communities include varying care levels, including assisted living, independent living and memory care.

The senior housing communities include stand-alone properties that provide one level of service or a combination that provides multiple levels of service and communities or campuses that provide a wide range of services, including:

◦ Care Homes in the U.K.

Care Home”) are a residential setting that provides accommodation and personal care services for individuals who need assistance with daily living activities and are unable to manage independently in their own homes.

Care Homes generally fall into two main categories:

residential care homes and care homes with nursing (also called nursing homes).

Residential care homes provide personal care and support for daily living activities like washing, dressing, and medication management, while care homes with nursing also offer 24/7 on-site nursing care for individuals with more complex medical needs.

As of December 31, 2025, our portfolio included 131 properties that we classify as U.K.

◦ Assisted Living Communities are licensed healthcare properties that provide personal care services, support and housing for those who need help with activities of daily living, such as bathing, eating and dressing, yet require limited medical care.

The programs and services may include transportation, social activities, exercise and fitness programs, beauty or barber shop access, hobby and craft activities, community excursions, meals in a dining room setting and other activities sought by residents.

These facilities are often apartment-like buildings with private residences ranging from single rooms to large apartments.

Certain ALFs may offer higher levels of personal assistance for residents requiring memory care as a result of Alzheimer’s disease or other forms of dementia.

The level of personal assistance that may be provided at ALFs is based in part on state regulations.

Since states often apply differing license classifications, and standards, regulatory requirements may differ significantly between states.

As of December 31, 2024, our portfolio included 51 ALFs (excluding 5 ALFs classified as held for sale and one facility which is non-operational), some of which also contain independent living and memory care units.

The 51 ALFs consist of 27 owned facilities, 19 facilities related to our other real estate related investments and 5 facilities related to our financing receivable.

Included in the 27 owned ALFs is one ALF held in a consolidated joint venture.

Assisted living facilities that are not on a multi-service campus are sometimes referred to as seniors housing.

• Independent Living Facilities .

ILFs, also known as retirement communities or senior apartments, are not healthcare facilities and are not licensed to provide healthcare services to residents.

The facilities typically consist of entirely self-contained apartments, complete with their own kitchens, baths and individual living spaces, as well as parking for tenant vehicles.

These communities are often apartment-like buildings with private residences ranging from single rooms to large apartments.

These properties may include memory care services and clinical programs for individuals with Alzheimer’s disease and other forms of dementia.

Assisted living communities are classified as senior housing communities.

As of December 31, 2025, our portfolio included 54 properties that we classify as Assisted Living Communities.

◦ Independent Living Communities , also known as retirement communities or senior apartments, are not healthcare facilities and are not licensed to provide healthcare services to residents.

The properties typically consist of entirely self-contained apartments, complete with their own kitchens, baths and individual living spaces, as well as parking for tenant vehicles.

They are most often rented unfurnished, and generally can be personalized by the tenants, and are typically occupied by an individual or a couple over the age of 55.

These facilities offer various services and amenities such as laundry, housekeeping, dining options/meal plans, exercise and wellness programs, transportation, social, cultural and recreational activities, on site security and emergency response programs.

As of December 31, 2024, our portfolio included seven ILFs, consisting of three owned facilities, two facilities related to our other real estate related investments and two facilities related to our financing receivable.

Independent living facilities that are not on a multi-service campus are sometimes referred to as seniors housing.

• Multi-Service Campuses.

Multi-service campuses generally include some combination of co-located SNFs, ALFs, ILFs, and/or memory care units all housed at a single location and operated as a continuum of care.

We also refer to continuing care retirement communities as multi-service campuses.

These facilities are often marketed as an opportunity for residents to “age in place,” and tend to attract couples where the individuals may require or benefit from differing levels of car e.

As of December 31, 2024, our portfolio included 35 facilities that we classify as multi-service campuses (excluding two multi-service campuses classified as held for sale), consisting of 28 owned facilities and seven facilities related to our other real estate related investments.

Included in the 28 owned facilities are two multi-service campuses held in consolidated joint ventures.

Our portfolio of SNFs, ALFs, ILFs and multi-service campuses is broadly diversified by geographic location throughout the United States, with concentrations in California and Texas based on rental income.

These properties offer various services and amenities such as laundry, housekeeping, dining options/meal plans, exercise and wellness programs, transportation, social, cultural and recreational activities, on site security and emergency response programs.

Independent living communities are classified as senior housing communities.

As of December 31, 2025, our portfolio included 12 properties that we classify as Independent Living Communities.

◦ Continuing Care Retirement Communities provide, as a continuum of care, the services described above for independent living communities, assisted living communities, memory care communities and skilled nursing facilities in an integrated campus.

Continuing care retirement communities are classified as senior housing communities.

As of December 31, 2025, our portfolio included eight properties that we classify as Continuing Care Retirement Communities.

◦ Other properties include properties other than those described above that are not classified as skilled nursing, U.K.

Care Homes or senior housing communities, such as other healthcare properties, land parcels and projects under development.

As of December 31, 2025, our portfolio included three properties that we classify Other.

Our portfolio of SNFs and senior housing communities is broadly diversified by geographic location throughout the United States and the U.K., with concentrations in California, the U.K., Texas, and Tennessee based on revenue.

Significant Master Leases

As of December 31, 2024, we leased 97 facilities to subsidiaries of Ensign, which have a total of 10,160 operational beds.

We have leased a significant number of our properties to subsidiaries of Ensign on a triple-net basis under eight long-term leases, each with its own pool of properties, that have varying maturities and diversity in both facility type and geography (each an “Ensign Master Lease” and collectively, the “Ensign Master Leases”).

The Ensign Master Leases provide for initial terms in excess of ten years with staggered expiration dates and no purchase options.

At Ensign’s option, each Ensign Master Lease may be extended for up to three five-year renewal terms beyond the initial term and, if elected, the renewal will be effective for all of the leased facilities then subject to the applicable Ensign Master Lease.

The Ensign Master Leases are guaranteed by Ensign and contain cross-default provisions.

During the year ended December 31, 2020, the Company acquired four additional facilities, which have a total of 620 operational beds, leased to subsidiaries of Ensign on a triple-net basis under two separate master lease agreements (the “Ensign TX Master Leases”), each of which contains a purchase option.

The obligations under the Ensign TX Master Leases for the four additional facilities are guaranteed by Ensign but do not contain cross-default provisions with the Ensign Master Leases.

During the year ended December 31, 2024, the Company received written notice of Ensign’s intent to exercise the purchase option on these four facilities.

As a result, these four facilities have been classified as held for sale as of December 31, 2024.

During the year ended December 31, 2024, the Company, through a joint venture, acquired six facilities, which have a total of 586 operational beds, leased to subsidiaries of Ensign commencing on January 1, 2025, under a new triple-net master lease agreement (the “Ensign TN Master Lease”).

The obligations under the Ensign TN Master Lease are guaranteed by Ensign.

A default under the Ensign TN Master Lease constitutes a default under the Ensign Master Leases, but a default under the Ensign Master Leases and/or the Ensign TX Master Leases does not constitute a default under the Ensign TN Master Lease.

As of December 31, 2024, annualized contractual rental income from the Ensign Master Leases was $68.2 million, and annualized contractual rental income from all Ensign leases (except the Ensign TN Master Lease which had not commenced) was $72.3 million, representing 26% and 28% of total annualized contractual rental income, respectively.

Rent is escalated annually in June under the Ensign Master Leases, and in December under the Ensign TX Master Leases, 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.

Rent is escalated annually in January under the Ensign TN Master Lease by an amount equal to the lesser of (1) the product of (x) 2 and (y) the percentage change in the Consumer Price Index (“CPI”) (but not less than zero) or 2.5%, and (2) the prior year’s rent.

As of December 31, 2024, 14 of our 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 assets held for sale as of December 31, 2024.

The PACS Master Lease commenced on October 26, 2017, and provides for an initial term of fifteen 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 and includes purchase options for up to 6 facilities.

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, 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.

As of December 31, 2024, 15 of our properties were leased to subsidiaries of Priority Management Group (“PMG”) on a triple-net basis under one long-term lease (the “PMG Master Lease”), and have a total of 2,144 operational beds.

The PMG Master Lease commenced on December 1, 2016, and provides for 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, representing 12% of total annualized contractual rental income.

As of December 31, 2025, we leased 113 properties to subsidiaries of Ensign, which have a total of 12,218 operational beds.

We have leased a significant number of our properties to subsidiaries of Ensign on a triple-net basis under eight long-term leases, each with its own pool of properties, that have varying maturities and diversity in both property type and geography (each an “Original Ensign Lease” and collectively, the “Original Ensign Leases”).

The Original Ensign Leases provide for initial terms in excess of 10 years with staggered expiration dates and no purchase options.

At Ensign’s option, each Original Ensign Lease may be extended for up to three five-year renewal terms beyond the initial term and, if elected, the renewal will be effective for all of the leased properties then subject to the applicable Original Ensign Lease.

The Original Ensign Leases are guaranteed by Ensign and contain cross-default provisions.

As of December 31, 2025, 9 of the 113 properties, with a total of 1,024 operational beds, are leased to Ensign under three separate triple-net master lease agreements (the “New Ensign Leases” and collectively with the Original Ensign Leases, the “Ensign Master Leases”).

The obligations under these separate master leases are guaranteed by Ensign.

A default under the New Ensign Leases constitutes a default under the Original Ensign Leases, but a default under the Original Ensign Leases does not constitute a default under the New Ensign Leases.

As of December 31, 2025, annualized contractual rental income from the Original Ensign Leases was $79.6 million, and annualized contractual rental income from the Ensign Master Leases was $92.1 million, representing 19% and 23% of total annualized contractual rental income, respectively.

Rent under the Ensign Master Leases is subject to annual escalation based on changes in the CPI, subject to applicable caps.

See “Risk Factors — Risks Related to Our Business and Operations — We are dependent on the healthcare operators that lease our properties as well as the borrowers under our mortgage secured loans to successfully operate their business and make contractual payments, and an event that materially and adversely affects their business, financial position or results of operations could materially and adversely affect our business, financial position or results of operations.”

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The primary basis for our evaluation of the credit quality of our tenants (and more specifically the tenants’ ability to pay their rent obligations to us) is the tenants’ lease coverage ratios.

These coverage ratios compare (i) earnings before interest, income taxes, depreciation, amortization and rent (“EBITDAR”) to rent coverage, and (ii) earnings before interest, income taxes, depreciation, amortization, rent and management fees (“EBITDARM”) to rent coverage.

We utilize a standardized 5% management fee when we calculate lease coverage ratios.

These coverage ratios compare (i) earnings before interest, income taxes, depreciation, amortization and rent (“EBITDAR”) to rent, and (ii) earnings before interest, income taxes, depreciation, amortization, rent and management fees (“EBITDARM”) to rent.

We utilize a standardized management fee of 5% of revenue when we calculate lease coverage ratios.

We obtain various financial and operational information from our tenants each month.

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We also monitor the creditworthiness of our borrowers and the ability of the borrowers to meet their loan obligations to us based on the borrowers’ financial performance.

Our monitoring process includes review of monthly financial statements and other operating data for each facility, quarterly review of borrower creditworthiness based on debt service coverage ratios and review of covenant compliance.

Our monitoring process includes review of monthly financial statements and other operating data for each property, quarterly review of borrower creditworthiness based on debt service coverage ratios and review of covenant compliance.

These metrics help us identify potential areas of concern relative to our tenants’ or borrowers’ credit quality and ultimately the tenants’ or borrowers’ ability to generate sufficient liquidity to meet their ongoing obligations, including their obligations to continue paying contractual rents and interest due to us and satisfying other financial obligations to third parties, as prescribed by our triple-net leases and loan agreements.

The SHOP structure gives us direct exposure to the risks and benefits of the operations of the senior housing communities within this portfolio.

The third party property managers manage these communities in exchange for the receipt of a management fee, and as such, we are not directly exposed to the credit risk of the property managers in the same manner or to the same extent as we are to our triple-net tenants.

However, we rely on the property managers’ personnel, expertise, technical resources and information systems, proprietary information, good faith and judgment to manage our communities efficiently and effectively.

We also rely on the property managers to set appropriate resident fees and otherwise operate our communities in compliance with the terms of our management agreements and all applicable laws and regulations.

See “Risk Factors — Risks Related to Our Business and Operations — We are dependent on the ability of our third party managers to successfully manage and operate our SHOP communities”.

Owned Properties

Properties by Type:

The following table displays the geographic distribution of our properties leased to third-party tenants, excluding those held for sale, and the related number of beds and units available for occupancy by facility type, as of December 31, 2024.

The following table displays the geographic distribution of our owned properties by property type and the related number of beds and units available for occupancy by property type, as of December 31, 2025.

The number of beds or units that are operational may be less than the official licensed capacity.

Total SNFs Multi-Service Campuses ALFs and ILFs

State Properties Beds/Units

51 6,390 33 3,828 12 2,004 6 558

Total Skilled nursing triple-net

Senior housing triple-net Senior housing operating

Properties Beds/Units

UK 133 7,327 — — 133 7,327 — —

CA 54 6,885 40 5,053 14 1,832 — —

TX 45 5,585 40 5,103 2 212 3 270

26 2,740 26 2,740 — — — —

TN 27 2,834 27 2,834 — — — —

ID 19 1,588 19 1,588 — — — —

WA 17 1,539 16 1,442 1 97 — —

UT 13 1,374 10 1,185 3 189 — —

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IL 11 1,053 9 917 2 136 — —

WA 10 900 9 803 — — 1 97

LA 8 1,164 8 1,164 — — — —

MS 8 1,125 8 1,125 — — — —

CO 7 788 5 520 2 268 — —

NC 7 666 5 570 2 96 — —

OH 6 583 4 433 2 150 — —

IA 5 354 5 354 — — — —

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NE 5 366 5 366 — — — —

OH 4 379 1 116 2 197 1 66

PA 4 597 4 597 — — — —

VA 4 467 4 467 — — — —

MT 3 243 3 243 — — — —

NV 3 304 1 92 2 212 — —

MN 2 62 — — — — 2 62

MO 2 173 1 70 1 103 — —

OR 2 145 2 145 — — — —

WI 2 89 — — 2 89 — —

1 91 1 91 — — — —

AL 1 91 1 91 — — — —

GA 1 148 1 148 — — — —

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MI 1 66 — — 1 66 — —

MO 1 70 1 70 — — — —

ND 1 63 1 63 — — — —

NM 1 129 1 129 — — — —

OR 1 53 1 53 — — — —

SC 1 108 1 108 — — — —

SD 1 68 1 68 — — — —

VA 1 125 1 125 — — — —

WV 1 67 1 67 — — — —

Total 410 37,898 236 26,466 171 11,162 3 270

(1) Includes facilities held in consolidated joint ventures.

(1) Includes properties held in consolidated joint ventures.

See Note 4, Real Estate Investments, Net , and Note 15, Variable Interest Entities , for additional information.

Facility Type — Rental Income and Occupancy:

The following tables display the annual rental income and occupancy for each facility type leased to third-party tenants for the years ended December 31, 2024 and 2023 and total beds/units for each facility type as of December 31, 2024 and 2023.

Property Type — Revenue and Occupancy:

The following tables display the revenue and occupancy for each property type leased to third party tenants or operated by third party property managers, which excludes interest income from financing receivable and interest income from other real estate related investments and other income, for the years ended December 31, 2025 and 2024 as well as the total beds/units for each property type as of December 31, 2025 and 2024.

Percentage occupancy in the below table is computed by dividing the average daily number of beds occupied by the total number of beds available for use during the periods indicated (beds are included in the computation following the date of acquisition, or through the date of disposition, only).

For the Year Ended December 31, 2025 As of December 31, 2025

Facility Type Rental Income

(in thousands) Percent

Occupancy (1)

$ 169,414 74 % 79 % 20,930

Multi-Service Campuses (2)

43,372 19 % 79 % 4,272

ALFs and ILFs (2)

15,475 7 % 74 % 2,886

Property Type (1)

(in thousands) (2)

Skilled nursing triple-net $ 275,077 74 % 76 % (3) 26,466

Senior housing triple-net 93,117 25 % 86 % (3) 11,162

Senior housing operating 1,225 — % 83 % 270

Total $ 369,419 100 % 37,898

(1) Occupancy data excludes one non-operational ALF.

Occupancy data derived solely from information provided by our tenants without independent verification by us.

The leased facility financial performance data is presented one quarter in arrears.

(2) Includes facilities held in consolidated joint ventures.

(1) Includes properties held in consolidated joint ventures.

See Note 4, Real Estate Investments, Net , and Note 15, Variable Interest Entities , for additional information.

As of December 31, 2025, we combined assisted living properties and independent living properties into a new category, which we call senior housing triple-net.

As of December 31, 2025, we assessed the properties underlying the multi-service campuses and classified each property as either skilled nursing triple-net or senior housing triple-net, based on the predominant intended use of the property.

As such, for the year ended December 31, 2025, 25 multi-service campuses are now classified as skilled nursing triple-net and seven are classified as senior housing triple-net.

(2) Revenue represents rental income and resident fees and services.

(3) Occupancy data excludes three other properties, which do not report occupancy.

Occupancy data derived solely from information provided by our tenants without independent verification by us.

The leased property financial performance data is presented one quarter in arrears.

For the Year Ended December 31, 2024 As of December 31, 2024

Facility Type Rental Income

(in thousands) Percent

Facility Type (1)

(in thousands) (2)

Occupancy (3)

$ 145,589 73 % 75 % 17,366

SNFs $ 169,414 74 % 79 % 20,930

Multi-Service Campuses 43,372 19 % 79 % 4,272

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Total $ 228,261 100 % 28,088

(1) Occupancy data excludes two facilities which are in the process of being repurposed, one non-operational SNF and two non-operational ALFs.

(1) Includes properties held in consolidated joint ventures.

See Note 4, Real Estate Investments, Net , and Note 15, Variable Interest Entities , for additional information.

(2) Revenue represents rental income.

(3) Occupancy data excludes one non-operational ALF.

Occupancy data derived solely from information provided by our tenants without independent verification by us.

The leased facility financial performance data is presented one quarter in arrears.

(2) Includes facilities held in consolidated joint ventures.

See Note 3, Real Estate Investments, Net , and Note 12, Variable Interest Entities , for additional information.

Financing Receivable

During 2024, we invested in 46 properties through a sale and leaseback transaction.

We leased the properties back to an affiliate of the seller and provided the seller-lessee with purchase options.

We determined that the sale and leaseback transaction met the accounting criteria to be presented as financing receivable on our consolidated balance sheets and recorded the payments from these properties as interest income from financing receivable on our consolidated statements of operations.

We have invested in a portfolio of properties through a sale and leaseback transaction and leased the properties back to an affiliate of the seller and provided the seller-lessee with purchase options.

See Note 2, Summary of Significant Accounting Policies, for additional information.

The following table provides information regarding our investment in the financing receivable during the year ended December 31, 2024 (dollars in thousands):

The following table provides information regarding our investment in the financing receivable during the years ended December 31, 2025 and 2024 (dollars in thousands):

As of December 31, 2025

For The Year Ended December 31, 2025

For The Year Ended December 31, 2024

Lease Maturity State Type of Properties

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Interest Income from Financing Receivable

2039 IL SNF / Campus /ALF / ILF 46 3,820 $ 97,053 12.0 % $ 1,009

Interest Income from Financing Receivable

2039 IL SNF / Senior Housing Communities 41 3,546 $ 92,635 12.0 % $ 11,492 $ 1,009

(1) Gross investment includes $1.4 million of transaction costs.

(2) We 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.

(2) We leased these properties 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% annual 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.

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If any deferred amounts remain unpaid, beginning in year eight, the deferred amounts are to be repaid in 24 equal monthly payments.

The agreement provides the seller-lessee with options to purchase all facilities in separate tranches, with the first purchase option window beginning December 1, 2024.

We have not received notice of exercise for the purchase option period currently open.

The agreement provides the seller-lessee with options to purchase all properties in separate tranches, with the first purchase option window beginning December 1, 2024.

During the year ended December 31, 2025, one purchase option was exercised, reducing the investment amount by $4.4 million.

See Note 6, Other Real Estate Related and Other Investments , for additional information.

Other Real Estate Related Investments

The following table summarizes our investments in mortgage loans, mezzanine loans and preferred equity investments (dollars in thousands):

Mortgage Loans For The Year Ended December 31, 2024

The following table summarizes our investments in mortgage loans, mezzanine loans and preferred equity investments for the years ended December 31, 2025 and 2024 (dollars in thousands):

As of December 31, 2025

For The Year Ended December 31, 2025

Maturity Investment Year State Type of Properties

Principal Balance as of December 31, 2024

Wtd Avg Contractual Interest Rate Interest Income

Interest Income

2025 2022 / 2023 CA, GA, IN SNF $ 38,901 9.2% $ 3,791 $ 4,711

2026 2023 CA ALF / SNF 9,864 10.7% 1,069 169

2027 2022 / 2024 Mid-Atlantic, FL SNF / Campus 76,000 8.4% 6,476 6,368

2028 2023 FL SNF 15,727 9.0% 1,499 661

2029 2024 Various SNF / Campus / ALF / ILF 425,000 8.7% 18,432 —

2031 2024 TN SNF 26,675 9.1% 1,652 —

2033 2023 CA Campus / ILF 25,993 9.0% 2,378 1,209

2034 2024 CO, WA SNF 21,050 8.5% 226 —

2039 2024 MD SNF 19,190 9.4% 449 —

$ 658,400 8.8% $ 35,972 $ 13,118

Mezzanine Loans For The Year Ended December 31, 2024

For The Year Ended December 31, 2024

Maturity Investment Year State Type of Properties

Principal Balance as of December 31, 2024

Wtd Avg Contractual Interest Rate Interest Income

Principal Balance

Wtd Avg Contractual Interest Rate

Interest Income

2027 2024 MO, VA SNF $ 44,800 14.0% $ 5,850 $ —

2029 2024 CA SNF 7,365 11.5% 788 —

2032 2022 Mid-Atlantic SNF / Campus 25,000 11.0% 2,796 2,778

2034 2024 MD Campus 5,122 13.0% 22 —

Interest Income

Mortgage Loans

$ 740,202 8.8% $ 59,680 $ 35,972

Preferred Equity Investments For The Year Ended December 31, 2024

For The Year Ended December 31, 2023

Investment Year State Type of Properties

Principal Balance as of December 31, 2024

Wtd Avg Contractual Interest Rate Preferred Return

Preferred Return

2023 CA SNF $ 1,782 15.0% $ 272 $ 19

2024 NC SNF / Campus 9,000 11.0% 583 —

2024 Various SNF / Campus / ALF / ILF 43,000 11.0% 1,971 —

Mezzanine Loans 56,976 12.1% 10,705 9,456

Preferred Equity Investments

83,782 11.5% 8,217 2,826

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$ 880,960 $ 78,602 $ 48,254

Geographic Concentration — Rental Income:

The following table displays the geographic distribution of annual rental income for properties leased to third-party tenants for the years ended December 31, 2024 and 2023 (dollars in thousands).

Geographic Concentration — Revenue:

The following table displays the geographic distribution of revenue for properties leased to third party tenants and properties within our SHOP platform for the years ended December 31, 2025 and 2024 (dollars in thousands).

For the Year Ended December 31, 2025 For the Year Ended December 31, 2024

Rental Income (1)

Total Revenue (1)(2)

Percent of Total

Rental Income (1)

Total Revenue (1)(2)

Percent of Total

CA $ 92,987 25 % $ 75,717 33 %

UK 53,952 15 % — *

TX 47,144 13 % 47,950 21 %

TN 42,657 12 % 2,055 1 %

LA 18,854 5 % 18,403 8 %

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AZ 13,933 4 % 13,625 6 %

WA 11,164 3 % 5,041 2 %

UT 8,193 2 % 8,008 4 %

IL 8,007 2 % 6,996 3 %

WA 5,041 2 % 4,893 2 %

CO 4,519 2 % 5,960 3 %

NC 7,322 2 % 3,479 2 %

IA 3,426 2 % 4,584 2 %

MD 6,586 2 % 1,420 1 %

VA 5,415 1 % 1,192 1 %

PA 4,506 1 % 747 *

CO 4,284 1 % 4,519 2 %

OH 3,406 1 % 3,018 1 %

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NV 2,338 1 % 2,287 1 %

TN 2,055 1 % — *

MS 2,261 1 % — *

NM 2,119 1 % 1,925 1 %

GA 1,894 1 % 1,454 1 %

SD 2,001 1 % 1,810 1 %

MD 1,420 1 % 71 *

MO 1,868 1 % 1,341 1 %

VA 1,192 1 % — *

MN 1,133 * 1,100 1 %

OR 1,836 * 436 *

GA 1,510 * 1,894 1 %

AL 1,089 * — *

NE 1,069 * 1,045 *

SC 1,068 * 580 *

IA 1,036 * 3,426 2 %

WI 934 * 857 *

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ND 742 * 498 *

OR 436 * 423 *

KS 618 * 233 *

MI 167 * 115 *

MN 100 * 1,133 *

Total $ 369,419 100 % $ 228,261 100 %

* Represents less than 1%

(1) Includes facilities held in consolidated joint ventures.

(1) Total Revenue includes rental income and resident fees and services, exclusive of interest income.

(2) Includes properties held in consolidated joint ventures.

See Note 4, Real Estate Investments, Net , and Note 15, Variable Interest Entities , for additional information.

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Our investment objectives are to increase cash flow, provide quarterly cash dividends, maximize the value of our properties and acquire properties with cash flow growth potential.

We intend to invest primarily in SNFs and seniors housing, including AL Fs and ILFs, both domestically and internationally.

We may determine in the future to expand our investments to include behavioral health facilities, medical office buildings, long-term acute care hospitals and inpatient rehabilitation facilities.

We may utilize the RIDEA structure for future acquisitions (see “Business Strategies - Diversify Asset Portfolio” below).

Our owned properties are located in 32 states and we intend to continue to acquire properties in other states throughout the United States.

Although our portfolio currently consists primarily of owned real property, we have also invested in joint

ventures through which we own properties, as well as mortgage loans receivable, mezzanine loans and preferred equity investments.

We intend to invest primarily in SNFs and senior housing communities, both domestically and internationally.

We intend to utilize the RIDEA structure as opportunities warrant for future acquisitions (see “Business Strategies — Diversify Asset Portfolio” below).We may determine in the future to expand

our investments to include behavioral health facilities, medical office buildings, long-term acute care hospitals and inpatient rehabilitation facilities.

Our owned properties are located in 32 states and in the U.K., and we intend to continue to acquire properties in other states throughout the United States and the U.K.

Although our portfolio currently consists primarily of owned real property, we have also invested in joint ventures through which we own properties, as well as mortgage loans receivable, mezzanine loans and preferred equity investments.

We expect that our future investments may also include first mortgages, mezzanine debt and other securities issued by, or joint ventures with, REITs or other entities that own real estate consistent with our investment objectives.

Our Competitive Strengths

We believe that our ability to acquire, integrate and improve facilities is a direct result of the following key competitive strengths:

We believe that our ability to acquire, integrate and improve properties is a direct result of the following key competitive strengths:

Geographically Diverse Property Portfolio.

Our portfolio of real estate held for investment, inclusive of our other real estate related investments and financing receivable, are located in 34 different states, with concentrations in California and Texas base d on annualized rental and interest i ncome.

Our portfolio of real estate held for investment, inclusive of our other real estate related investments and financing receivable, is located in 34 different states and the U.K., with concentrations in California and the U.K.

based on annualized revenue.

The properties in any one state do not account for more than 19% of our annualized run rate revenue as of December 31, 2025.

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Long-Term, Triple-Net Lease Structure.

All of our owned properties (including properties we own in consolidated joint ventures), are leased to our tenants under long-term, triple-net leases, pursuant to which the operators are responsible for all facility maintenance and repair, insurance required in connection with the leased properties and the business conducted on the leased properties, taxes levied on or with respect to the leased properties and all utilities and other services necessary or appropriate for the leased properties and the business conducted on the leased properties.

The vast majority of our owned properties (including properties we own in consolidated joint ventures), are leased to tenants under long-term, triple-net leases, pursuant to which the operators are responsible for all maintenance and repair, insurance required in connection with the leased properties and the business conducted on the leased properties, taxes levied on or with respect to the leased properties and all utilities and other services necessary or appropriate for the leased properties and the business conducted on the leased properties.

During the fourth quarter of 2025, we established a SHOP platform with an investment in three senior housing communities, which are operated by a third party manager.

The SHOP platform offers direct exposure to the risks and benefits of the operations of the senior housing communities within the portfolio, which allows us to participate directly in property-level performance and offers the ability to drive organic growth through active asset management.

Financially Secure Primary Tenant.

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From time to time, we partner with third party institutional investors to invest in healthcare real estate in consolidated joint ventures.

Pursuant to joint ventures we have entered into in connection with investments in triple-net leased properties, we typically contribute at least 90% of the joint venture’s total investment amount and we receive 100% of the preferred equity interest in the joint venture and a 50% common equity interest in the joint venture.

Our joint venture partner contributes the remaining total investment amount in exchange for a 50% common ownership interest in the joint venture.

These are investments that we typically consolidate as they are variable interest entities and as we are considered to be the primary beneficiary and have the power to direct the activities that most significantly impact the entity’s economic performance and have the obligation to absorb losses of, or the right to receive benefits from, the entity that could potentially be significant.

For joint ventures we have entered into in connection with investments in SHOP communities, we typically contribute at least 90% of the joint venture’s total investment amount and receive at least 90% of the equity interest in the joint venture, with our joint venture partner contributing the remaining percent of the total investment in exchange for the remaining equity interests.

Our joint ventures are investments that we typically consolidate as they are variable interest entities and as we are considered to be the primary beneficiary and have the power to direct the activities that most significantly impact the entity’s economic performance and have the obligation to absorb losses of, or the right to receive benefits from, the entity that could potentially be significant.

Lower Cost of Capital .

Our ability to access the capital markets provides us greater flexibility to manage our cost of capital and also offers us the ability to fund future acquisitions through the issuance of additional shares, including under our ATM Program (as defined below).

During the year ended December 31, 2024, we sold approximately 41.0 million shares at an average gross price of $26.35 for gross proceeds of approximately $1.1 billion under our ATM Program to fund current and future acquisitions.

In addition, on November 1, 2024, we completed an underwritten public offering of 15.9 million shares at a price of $32.00 for gross proceeds of approximately $507.8 million to fund current and future acquisitions.

Ability to Identify Talented Operators .

As a result of our management team’s operating experience and network of relationships and insight, we believe that we are able to identify and pursue working relationships with qualified local, regional and national healthcare providers and seniors housing operators.

We expect to continue our disciplined focus on pursuing investment opportunities, primarily with respect to stabilized assets but also some strategic investments in new and/or improving properties, while seeking dedicated and engaged operators who possess local market knowledge, have solid operating records and emphasize quality services and outcomes.

We intend to support these operators by providing strategic capital for facility acquisition, upkeep and modernization.

Our management team’s experience gives us a key competitive advantage in objectively evaluating an operator’s financial position, care and service programs, operating efficiencies and likely business prospects.

During the year ended December 31, 2025, we sold approximately 12.6 million shares at an average gross price of $29.34 for gross proceeds of approximately $369.9 million under our ATM Program to fund current and future acquisitions.

As of December 31, 2025, we also had forward contracts outstanding under the ATM Program with a financial institution acting as a forward purchaser to sell 6.5 million shares of common stock at a weighted average initial sales price of $37.30 per share, before commissions and offering expenses.

Subsequent to December 31, 2025, we entered into forward contracts under the ATM program to sell 3.5 million shares of common stock at a weighted average initial sales price of $37.00 per share, before commissions and offering expenses.

In addition, on August 14, 2025, we completed an underwritten public offering of 23.0 million newly issued shares at a price per share of $32.00 resulting in gross proceeds of $736.0 million to pay down the outstanding revolving credit facility, and to fund acquisitions.

Ability to Identify Talented Operators and Managers .

As a result of our management team’s operating experience and network of relationships and insight, we believe that we are able to identify and pursue working relationships with qualified

local, regional and national healthcare providers, senior housing operators and managers.

We expect to continue our disciplined focus on pursuing investment opportunities, primarily with respect to stabilized assets but also some strategic investments in new and/or improving properties, while seeking dedicated and engaged operators and managers who possess local market knowledge, have solid operating records and emphasize quality services and outcomes.

We intend to support these operators and managers by providing strategic capital for property acquisition, upkeep and modernization.

Our management team’s experience gives us a key competitive advantage in objectively evaluating an operator’s financial position and likely business prospects, as well as the care and service programs and operating efficiencies of an operator or manager.

Ability to Identify Strategic Borrowers .

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He previously served as our Chief Operating Officer from August 2018 through 2021, and as our Vice President-Operations from CareTrust’s launch as an independent public company in 2014 to 2018.

Sedgwick has more than 24 years of experience in the skilled nursing and seniors housing industry.

Sedgwick’s President, Chief

Operating Officer and Vice President duties regularly involved him in matters related to new investments, asset management, tenant relations, portfolio management, portfolio optimization, investor relations and capital markets activities for the Company.

Sedgwick has more than 25 years of experience in the skilled nursing and senior housing industries.

Sedgwick’s President, Chief Operating Officer and Vice President duties regularly involved him in matters related to new investments, asset management, tenant relations, portfolio management, portfolio optimization, investor relations and capital markets activities for the Company.

Prior to joining CareTrust, Mr.

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Sedgwick has been a licensed nursing home administrator since 2001.

Our Chief Financial Officer, William M.

Wagner, has more than 31 years of accounting and finance experience, primarily in real estate, including more than 20 years of experience working extensively for REITs.

Most notably, he worked for both Nationwide Health Properties, Inc., a healthcare REIT, and Sunstone Hotel Investors, Inc., a lodging REIT, serving as Senior Vice President and Chief Accounting Officer of each company prior to joining us as our Chief Financial Officer.

Effective January 1, 2026, Derek Bunker was appointed Chief Financial Officer, succeeding Bill Wagner.

Bunker has served as Senior Vice President of Strategy and Investor Relations of the Company since June 2025 after serving as a consultant to the Company from January 2025 to June 2025 to assist with the Care REIT Acquisition.

Prior to joining the Company, Mr.

Bunker ran a post-acute healthcare consultancy and independent sponsor, served as Chief Investment Officer, Executive Vice President and Secretary of The Pennant Group and Vice President, Acquisitions and Business Legal Affairs at The Ensign Group.

Callister was appointed as our Executive Vice President effective July 2022 and Chief Investment Officer effective December 31, 2022.

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To achieve this goal, we intend to pursue a business strategy focused on opportunistic acquisitions and property diversification.

We also intend to further develop our relationships with tenants and healthcare providers with a goal to progressively expand the mixture of tenants managing and operating our properties.

We also intend to further develop our relationships with tenants, managers and healthcare providers with a goal to progressively expand the mixture of tenants managing and operating our properties.

The key components of our business strategies include:

Diversify Asset Portfolio .

We diversify through the acquisition of new and existing facilities from third parties and the expansion and upgrade of current facilities, by strategically investing in new developments with options to acquire the developments at stabilization.

In addition, we diversify through investing in high-quality borrowers, facility types and geography.

We employ what we believe to be a disciplined, opportunistic acquisition strategy with a focus on the acquisition of SNFs, ALFs and ILFs.

We diversify through the acquisition of new and existing properties from third parties and the expansion and upgrade of current properties.

In addition, we diversify through investing in high-quality borrowers, property types and geography.

In addition, during the fourth quarter of 2025, we diversified our business through the establishment of a SHOP platform pursuant to which we invest in senior housing communities operated by third party property managers pursuant to property management agreements utilizing the RIDEA structure.

The SHOP platform gives us direct exposure to the risks and benefits of the operations of these communities.

The third party property managers manage our communities in exchange for the receipt of a management fee, and as such, we are not directly exposed to the credit risk of the property managers in the same manner or to the same extent as our triple-net tenants.

Under this management structure, we are required to rely on a third party manager to hire and train all property employees, enter into third party contracts for the benefit of the community, comply with laws, and provide resident care, and we are substantially limited in our ability to control or influence day-to-day operations.

We employ what we believe to be a disciplined, opportunistic acquisition strategy with a focus on the acquisition of SNFs, U.K.

Care Homes and senior housing communities.

We may determine in the future to expand our investments to include behavioral health facilities, medical office buildings, long-term acute care hospitals and inpatient rehabilitation facilities.

As we acquire, or invest in, additional properties, we expect to further diversify by geography, asset class and tenant within the healthcare and healthcare-related sectors.

We may invest in seniors housing managed communities operated by third-party property managers pursuant to property management agreements utilizing the structure proposed in the REIT Investment Diversification and Empowerment Act of 2007, which is commonly referred to as a “RIDEA” structure.

The seniors housing managed communities structure would give us direct exposure to the risks and benefits of the operations of the communities.

The third-party property managers would manage our communities in exchange for the receipt of a management fee, and as such, we would not be directly exposed to the credit risk of the property managers in the same manner or to the same extent as our triple-net tenants.

Under this management structure, we would be required to rely on a third-party operator to hire and train all facility employees, enter into third-party contracts for the benefit of the facility, comply with laws, and provide resident care and we would be substantially limited in our ability to control or influence day-to-day operators.

Maintain Balance Sheet Strength and Liquidity.

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We intend to maintain a mix of credit facility debt, unsecured debt and possibly secured mortgage debt, which, together with our anticipated ability to complete future equity financings, including issuances of our common stock via registered public offerings or under our at-the-market equity program, we expect will fund the growth of our property portfolio.

Develop New Tenant Relationships.

We cultivate new relationships with tenants and healthcare providers in order to expand the mix of tenants operating our properties.

Develop New Tenant and Manager Relationships.

We cultivate new relationships with tenants, managers and healthcare providers in order to expand the mix of tenants operating and managers managing our properties.

We expect that this objective will be achieved over time as part of our overall strategy to acquire new properties and further diversify our portfolio of healthcare properties.

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We believe there is a significant opportunity to be a capital source to healthcare operators, through the acquisition and leasing of healthcare properties to them that are consistent with our investment and financing strategy at appropriate risk-adjusted rates of return, which, due to size and other considerations, are not a focus for larger healthcare REITs.

We pursue acquisitions and strategic opportunities that meet our investing and financing strategy

and that are attractively priced, including funding development of properties through preferred equity or construction loans and thereafter entering into sale and leaseback arrangements with such developers as well as other secured term financing and mezzanine lending.

We pursue acquisitions and strategic opportunities that meet our investing and financing strategy and that are attractively priced, including funding development of properties through preferred equity or construction loans and thereafter entering into sale and leaseback arrangements with such developers as well as other secured term financing and mezzanine lending.

We utilize our management team’s operating experience, network of relationships and industry insight to identify both large and small quality operators in need of capital funding for future growth.

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Fund Strategic Capital Improvements.

We support operators by providing capital to them for a variety of purposes, including capital expenditures and facility modernization.

We support operators by providing capital to them for a variety of purposes, including capital expenditures and property modernization.

We expect to structure these investments as either lease amendments that produce additional rents or as loans that are repaid by operators during the applicable lease term.

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Pursue Strategic Development Opportunities.

We work with operators and developers to identify strategic development opportunities.

These opportunities may involve replacing or renovating facilities that may have become less competitive.

We work with managers, operators and developers to identify strategic development opportunities.

These opportunities may involve replacing or renovating properties that may have become less competitive.

We also identify new development opportunities that present attractive risk-adjusted returns.

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Our ability to compete is also impacted by national and local economic trends, availability of investment alternatives, availability and cost of capital, construction and renovation costs, existing laws and regulations, new legislation and population trends.

In addition, revenues from our properties are dependent on the ability of our tenants and operators to compete with other healthcare operators.

Healthcare operators compete on a local and regional basis for residents and patients and their ability to successfully attract and retain residents and patients depends on key factors such as the number of facilities in the local market, the types of services available, the quality of care, reputation, age and appearance of each facility and the cost of care in each locality.

Private, federal and state payment programs and the effect of other laws and regulations may also have a significant impact on the ability of our tenants and operators to compete successfully for residents and patients at the properties.

In addition, revenues from our properties are dependent on the ability of our tenants, managers, and operators to compete with other healthcare operators.

Healthcare operators compete on a local and regional basis for residents and patients and their ability to successfully attract and retain residents and patients depends on key factors such as the number of properties in the local market, the types of services available, the quality of care, reputation, age and appearance of each property and the cost of care in each locality.

Private, federal and state payment programs and the effect of other laws and regulations may also have a significant impact on the ability of our tenants, managers, and operators to compete successfully for residents and patients at the properties.

Sustainability and Corporate Social Responsibility

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We are committed to sustainable practices in our corporate offices and to providing tenant education, support and incentives to make sustainable improvements at our net-leased properties.

In 2024, we published our fourth annual Corporate Sustainability Report (our “ESG Report”) as part of our ongoing commitment to provide regular reporting on our environmental, social and governance (“ESG”) priorities.

In 2025, we published our fifth annual Corporate Sustainability Report (our “ESG Report”) as part of our ongoing commitment to provide regular reporting on our environmental, social and governance (“ESG”) priorities.

Our ESG Report outlines our high priority ESG initiatives and goals for our company and our property portfolio.

In our 2023 ESG Report, we included a Global Reporting Initiative (“GRI”) Index in reference to the GRI Standards as well as a Task Force on Climate-Related Financial Disclosures (“TCFD”) index to further align with applicable global standards for sustainability reporting.

Beginning with our 2023 ESG Report, we included a Global Reporting Initiative (“GRI”) Index in reference to the GRI Standards as well as a Task Force on Climate-Related Financial Disclosures (“TCFD”) index to further align with applicable global standards for sustainability reporting.

Beginning in 2020, with the assistance of an ESG consultant, we designed a monitoring plan to collect key environmental data from a pilot group of 50 of our net-leased properties.

The plan’s objective was to benchmark energy and water usage and the impact of our facilities on greenhouse gas emissions and climate change.

The plan’s objective was to benchmark energy and water usage and the impact of our properties on greenhouse gas emissions and climate change.

During 2021, we began collecting data and have increased our tracking since, adding waste tracking in 2023 and reaching a total of 105 tracked properties by the end of 2024.

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In 2022, we prepared “green” lease language for our form master lease to add new ESG-specific requirements in lease agreements when amending or modifying existing lease relationships.

Our green lease strategy compliments our efforts to track

utility data across our portfolio and work with tenants to identify ESG building operation opportunities.

During 2024, we increased leases with ESG requirements by 10% from September 2023.

During 2023, we partnered with a third party to conduct a portfolio level physical climate risk assessment on all standing assets.

Physical risks assessed were heat, flood, precipitation, fire, and drought.

In the overall portfolio physical climate risk assessment, four risk categories were defined with a portfolio risk percentage provided for each category, addressing each physical risk.

The climate risk assessment found that the highest risk for our portfolio was heat caused by higher temperatures.

Our green lease strategy compliments our efforts to track utility data across our portfolio and work with tenants to identify ESG building operation opportunities.

By the fourth quarter of 2024, 34% of our leases included sustainability-related lease provisions.

During 2023, we partnered with a third party to conduct a portfolio-level physical climate risk assessment across all standing assets, evaluating exposure to heat, flood, precipitation, fire, and drought, and identifying heat-related risk driven by higher temperatures as the most significant physical risk across the portfolio.

During 2023, we distributed a Tenant Climate Risk-Opportunity Survey and received a 50% response rate.

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The information found on, or otherwise accessible through, our website is not incorporated by reference into, nor does it form a part of, this report or any other document that we file with the SEC.

Our corporate governance structure was carefully crafted to align with the interests of our investors and other stakeholders with a core leadership team that has over 68 years of collective experience as operators and investors.

Our corporate governance structure was carefully crafted to align with the interests of our investors and other stakeholders with a core leadership team that has over 60 yea rs of collective experience as operators and investors.

The members of our board of directors each bring deep expertise in healthcare, real estate, investing, accounting, and/or business development.

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During 2025, we conducted an employee satisfaction survey with a 100% response rate and an overall satisfaction rate of 93%.

The survey found that 78% or more employees agree that our comprehensive benefits package is very competitive and a strong point of working for CareTrust, employees are highly committed to their future at CareTrust, and that CareTrust has a culture that values inclusivity.

The survey found that 93% of our employees agree that our comprehensive benefits package is very competitive and a strong point of working for CareTrust, employees are highly committed to their future at CareTrust, and that CareTrust has a culture that values inclusivity.

CareTrust invests significant time and resources in supporting and developing our employees and creating a desirable workplace.

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The skills, experience and industry knowledge of key employees significantly benefit our performance.

We believe we offer competitive compensation (including salary, incentive bonus and equity) and benefits packages (including a 401(k) plan with a fixed employer contribution, Flexible Spending Accounts (FSAs), employer-funded employee assistance program (EAP), a generous vacation, holiday and personal time off policy, and an array of voluntary

benefits options and other benefits for employees and their families).

Our compensation program is designed to attract and reward talented individuals who possess the skills necessary to support our business objectives, assist in the achievement of our strategic goals and create long-term value for our stockholders.

As of December 31, 2024, we emplo yed 21 full-time employees (including our executive officers), none of whom is subject to a collective bargaining agreement.

As of December 31, 2025, we employed 43 full-time employees (including our executive officers), none of whom is subject to a collective bargaining agreement.

Our comprehensive benefits package includes flexible work hours, the option to work remotely, and company workspaces/amenities.

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We believe that employee turnover is costly in direct and indirect ways, and we are committed to employee retention and satisfac tion.

During the year ended December 31, 2024, we did not experience any turnover, including executive officers.

During the year ended December 31, 2025, we did not experience any turnover, except for the retirement of Mr.

Wagner, as noted below.

In September 2025, we announced the planned retirement of Bill Wagner, our former Chief Financial Officer and Treasurer, effective December 31, 2025.

The Board of Directors appointed Derek Bunker to succeed Mr.

Wagner as Chief Financial Officer effective January 1, 2026.

Training and Education.

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Government Regulation, Licensing and Enforcement

As operators of healthcare facilities, tenants of our healthcare properties are typically subject to extensive and complex federal, state and local healthcare laws and regulations relating to fraud and abuse practices, government reimbursement, licensure and certificate of need and similar laws governing the operation of healthcare facilities, and we expect that the healthcare industry, in general, will continue to face significant regulation and pressure in the areas of fraud, waste and abuse, cost control, healthcare management and provision of services, among others.

These regulations are wide-ranging and can subject our tenants to civil, criminal and administrative sanctions.

Affected tenants may find it increasingly difficult and costly to comply with this complex and evolving regulatory environment because of a relative lack of guidance in many areas as certain of our healthcare properties are subject to oversight from several government agencies and the legal requirements often vary from one jurisdiction to another.

Changes in laws and regulations and reimbursement enforcement activity and regulatory non-compliance by our tenants could have a significant effect on their operations and financial condition, which in turn may adversely affect us, as detailed below and set forth under “Risk Factors — Risks Related to Our Business and Operations.”

The following is a discussion of certain laws and regulations generally applicable to our tenants (as operators of our healthcare facilities) and, in certain cases, to us.

As operators of healthcare properties, tenants, managers, and borrowers of our healthcare properties located in the U.S., which is where most of our properties are located, as well as our tenants operating our properties in the U.K, are generally subject to extensive and complex federal, state and local healthcare laws and regulations relating to fraud and abuse practices, government reimbursement, licensure and certificate of need and similar laws governing the operation of healthcare properties.

We expect that the healthcare industry, in general, will continue to face significant regulation and pressure in the areas of fraud, waste and abuse, cost control, healthcare management and provision of services, among others.

These regulations are wide-ranging and can subject our tenants, managers, and borrowers to civil, criminal and administrative sanctions.

Affected tenants, managers, and borrowers may find it increasingly difficult and costly to comply with this complex and evolving regulatory environment because of a relative lack of guidance in many areas as certain of our healthcare properties are subject to oversight from several government agencies and the legal requirements often vary from one jurisdiction to another.

Changes in laws and regulations and reimbursement enforcement activity and regulatory non-compliance by our tenants, managers, or borrowers

could have a significant effect on their operations and financial condition, which in turn may adversely affect us, as detailed below and set forth under “Risk Factors — Risks Related to Our Business and Operations.”

The following is a discussion of certain U.S.

laws and regulations generally applicable to our tenants, managers, and borrowers and, in certain cases, to us.

There are various extremely complex federal and state laws and regulations governing healthcare providers’ relationships and arrangements and prohibiting fraudulent and abusive practices by such providers.

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These laws are enforced by a variety of federal, state and local agencies and can also be enforced by private litigants through, among other things, federal and state false claims acts, which allow private litigants to bring qui tam or “whistleblower” actions.

Ensign and our other tenants are (and many of our future tenants are expected to be) subject to these laws, and some of them may in the future become the subject of governmental enforcement actions if they fail to comply with applicable laws.

Our tenants, managers, and borrowers are (and many of our future tenants, managers, and borrowers are expected to be) subject to these laws, and some of them may in the future become the subject of governmental enforcement actions if they fail to comply with applicable laws.

• State and Federal “Fraud and Abuse” Laws and Regulations .

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If the government proceeds criminally, a violation is a felony and may result in imprisonment for up to five years, fines of up to $25,000 and mandatory exclusion from participation in all federal health care programs.

If the government proceeds civilly, it may impose a civil monetary penalty of $50,000 per

violation and an assessment of not more than three times the total amount of remuneration involved, and it may exclude the parties from participation in all federal health care programs.

If the government proceeds civilly, it may impose a civil monetary penalty of $50,000 per violation and an assessment of not more than three times the total amount of remuneration involved, and it may exclude the parties from participation in all federal health care programs.

Violations of the Anti-Kickback Statute also serve as a basis for federal False Claims Act cases.

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The qui tam relator’s share of the recovery can be between 15% and 25% in cases in which the government intervenes, and 25% to 30% in cases in which the government does not intervene.

Notably, the Affordable Care Act amended certain jurisdictional bars to the False Claims Act, effectively narrowing the “public disclosure bar” (which generally requires that a whistleblower suit not be based on publicly disclosed information) and expanding the “original source” exception (which generally permits a whistleblower suit based on publicly disclosed information if the whistleblower is the original source of that publicly disclosed information), thus potentially broadening the field of potential whistleblowers.

Notably, the Affordable Care Act amended certain jurisdictional bars to the False Claims Act, effectively narrowing the “public

disclosure bar” (which generally requires that a whistleblower suit not be based on publicly disclosed information) and expanding the “original source” exception (which generally permits a whistleblower suit based on publicly disclosed information if the whistleblower is the original source of that publicly disclosed information), thus potentially broadening the field of potential whistleblowers.

• Restrictions on Referrals .

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Reimbursement

Sources of revenue for our tenants include (and for our future tenants is expected to include), among other sources, governmental healthcare programs, such as the federal Medicare program and state Medicaid programs, and non-governmental

payors, such as insurance carriers and health maintenance organizations.

As federal and state governments focus on healthcare reform initiatives, and as the federal government and many states face significant budget deficits, efforts to reduce costs by these payors will likely continue, which may result in reduced or slower growth in reimbursement for certain services provided by Ensign and our other tenants.

Federal and state authorities are likely to continue to implement new and modified reimbursement methodologies, including value-based methodologies, that could have a negative impact on our tenants.

Such changes to reimbursement methodologies could have a material impact on our tenants and we cannot provide assurances that the current revenue levels will be maintained under any future reimbursement arrangements.

Sources of revenue for our tenants, managers, and borrowers include (and for our future tenants, managers, and borrowers is expected to include), among other sources, governmental healthcare programs, such as the federal Medicare program and state Medicaid programs, and non-governmental payors, such as insurance carriers and health maintenance organizations.

Federal and state authorities are likely to continue to implement new and modified reimbursement methodologies, including value-based methodologies, that could have a negative impact on our tenants, managers, and borrowers.

Such changes to reimbursement methodologies could have a material impact on our them, and we cannot provide assurances that the current revenue levels will be maintained under any future reimbursement arrangements.

In addition, the impact of other health care reform efforts, such as “Medicare for all” or the provision of a new Medicare-like public option for consumers to receive health insurance, are impossible to predict.

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We cannot predict the ultimate content, timing or effect of any healthcare reform legislation or the impact of potential legislation on our business.

If our tenants’ residents do not have insurance, it could adversely impact the tenants’ ability to satisfy their obligations to us.

Expansion of health insurance coverage to more citizens could have a positive financial impact on our tenants and their ability to satisfy their obligations to us.

If our tenants’, managers’, and borrowers’ residents do not have insurance, it could adversely impact their ability to satisfy their obligations to us.

Expansion of health insurance coverage

to more citizens could have a positive financial impact on our tenants, managers, and borrowers and their ability to satisfy their obligations to us.

Other legislative changes have been proposed and adopted since the Affordable Care Act was enacted, which also may impact our business.

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However, there is no assurance that payments made by CMS as a result of the SNF VBP Program will be sufficient to cover a facility’s costs.

If Medicare reimbursement provided to our healthcare tenants is reduced under the SNF VBP Program, that reduction may have an adverse impact on the ability of our tenants to meet their obligations to us.

If Medicare reimbursement provided to our healthcare tenants and borrowers is reduced under the SNF VBP Program, that reduction may have an adverse impact on their ability to meet their obligations to us.

See “Risk Factors — Risks Related to Our Business and Operations — Healthcare reform legislation impacts cannot accurately be predicted and could adversely affect our results of operations” for additional risks related to changes in Medicare reimbursement.

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As a result of the OIG report, CMS enforcement activity against SNF operators may increase, especially with regard to the reporting of potential abuse or neglect of SNF residents.

Further, in July 2024, CMS adopted a final rule expanding its ability to

impose penalties on SNFs for health and safety deficiencies/non-compliance.

This final rule allows for more per instance and per day civil monetary penalties to be imposed for such health and safety deficiencies/non-compliance, as appropriate.

If any of our tenants or their employees are found to have violated any applicable reporting or health and safety requirements, they may become subject to penalties or other sanctions up to and including loss of licensure.

Further, in July 2024, CMS adopted a final rule expanding its ability to impose per instance and per day civil monetary penalties on SNFs for health and safety deficiencies and non-compliance.

If any of our tenants or borrowers or their employees are found to have violated any applicable reporting or health and safety requirements, they may become subject to penalties or other sanctions up to and including loss of licensure.

A final rule adopted by CMS that implemented certain portions of the Affordable Care Act and requires the disclosure of certain ownership, managerial, and other information regarding Medicare SNFs and Medicaid nursing facilities, became effective on January 16, 2024.

The rule defines the term “real estate investment trust,” which sets the stage for Medicare SNFs to disclose whether each direct or indirect owning or managing entity is a real estate investment trust.

This may enable CMS and others to scrutinize more closely how direct and indirect ownership and management correlate with care outcomes and to determine which environments are more likely to deliver better care for residents and patients.

However, in December 2025, CMS indefinitely extended the deadline for SNFs to comply with the requirement to submit a new ownership disclosure attachment to their CMS 855-A filings.

Once the deadline is set and expires, these disclosure requirements may enable CMS and others to scrutinize more closely how direct and indirect ownership and management correlate with care outcomes and to determine which environments are more likely to deliver better care for residents and patients.

Healthcare Licensure and Certificate of Need

Our healthcare facilities are subject to extensive federal, state and local licensure, certification and inspection laws and regulations.

In addition, various licenses and permits are required to operate SNFs and ALFs, dispense narcotics, operate pharmacies, handle radioactive materials and operate equipment.

In addition, various licenses and permits are required to operate SNFs and senior housing communities, dispense narcotics, operate pharmacies, handle radioactive materials and operate equipment.

Many states require certain healthcare providers to obtain a certificate of need, which requires prior approval for the construction, modification and closure of certain healthcare facilities.

The ability to obtain such approval and/or the approval process may impact some of our tenants’ abilities to expand or change their businesses.

Any failure to comply with any of these laws, regulations, or standards could result in penalties which may include loss or restriction of license, loss of accreditation, denial of reimbursement, imposition of fines, suspension or decertification from federal and state healthcare programs, or closure of the facility.

The ability to obtain such approval and/or the approval process may impact some of our tenants’, managers’, and borrowers’ abilities to expand or change their businesses.

Privacy, Security and Data Breach Notification Laws

The Health Insurance Portability and Accountability Act of 1996, as amended (“HIPAA”) regulates the privacy and security of certain health information (“Protected Health Information”) and requires entities subject to HIPAA to provide notification of breaches of Protected Health Information.

Entities subject to HIPAA include health plans, healthcare clearinghouses, and most health care providers (including many of our tenants).

notification of breaches of Protected Health Information.

Entities subject to HIPAA include health plans, healthcare clearinghouses, and most health care providers (including many of our tenants, managers, and borrowers).

Business associates of these entities who create, receive, maintain or transmit Protected Health Information are also subject to HIPAA.

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For example, various state laws and regulations may regulate the privacy and security of personal information, and require notification of affected individuals in the event of a data breach involving such individual’s personal information (including an individual’s name plus social security number, date of birth or credit card information, for example).

Failure of the Company or its tenants to comply with applicable Privacy Laws could have a materially adverse effect on our Company.

Failure of our tenants to comply with applicable Privacy Laws could have a material adverse effect on their ability to meet their obligations to us.

Furthermore, the adoption of new Privacy Laws at the federal and state level could require us or our tenants to incur significant compliance costs.

Failure of us, our tenants, managers, or borrowers to comply with applicable Privacy Laws could have a materially adverse effect on our Company.

Failure of our tenants, managers, or borrowers to comply with applicable Privacy Laws could have a material adverse effect on their ability to meet their obligations to us.

Furthermore, the adoption of new Privacy Laws at the federal and state level could require us or our tenants, managers, or borrowers to incur significant compliance costs.

Americans with Disabilities Act (the “ADA”)

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These laws may require removal of barriers to access by persons with disabilities in certain public areas of our properties where such removal is readily achievable.

Under our triple-net lease structure, our tenants would generally be responsible for additional costs that may be required to make our facilities ADA-compliant.

Under our triple-net lease structure, our tenants or borrowers would generally be responsible for additional costs that may be required to make our properties ADA-compliant.

Noncompliance with the ADA could result in the imposition of fines or an award of damages to private litigants.

Environmental Matters

A wide variety of federal, state and local environmental and occupational health and safety laws and regulations affect healthcare facility operations.

A wide variety of federal, state and local environmental and occupational health and safety laws and regulations affect healthcare property operations.

These complex federal and state statutes, and their enforcement, involve a myriad of regulations, many of which involve strict liability on the part of the potential offender.

Some of these federal and state statutes may directly impact us.

Under various federal, state and local environmental laws, ordinances and regulations, an owner of real property, such as us, may be liable for the costs of removal or remediation of hazardous or toxic substances at, under or disposed of in connection with such property, as well as other potential costs relating to hazardous or toxic substances (including government

fines and damages for injuries to persons and adjacent property).

The cost of any required remediation, removal, fines or personal or property damages and the owner’s liability therefore could exceed or impair the value of the property and/or the assets of the owner.

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Labor and Employment Matters

A wide variety of federal, state and local labor and employment laws and regulations impact healthcare facility operations.

Our tenants are required to comply with all applicable federal, state and local laws and regulations relating to employment, including occupational safety and health requirements, minimum staffing, wage and hour laws, overtime and other compensation requirements, employee benefits and other leave and sick pay requirements, proper classification of workers as employee or independent contractors, and immigration and equal employment opportunity laws, among others.

A wide variety of federal, state and local labor and employment laws and regulations impact healthcare property operations.

Our tenants, managers, or borrowers are required to comply with all applicable federal, state and local laws and regulations relating to employment, including occupational safety and health requirements, minimum staffing, wage and hour laws, overtime and other compensation requirements, employee benefits and other leave and sick pay requirements, proper classification of workers as employee or independent contractors, and immigration and equal employment opportunity laws, among others.

These laws and regulations can vary significantly among jurisdictions, can change, and can be highly technical and involve strict liability for noncompliance with technical detail.

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525 (“SB 525”) was signed into law, requiring a substantial increase in the minimum wage for workers operating in certain health care facilities.

As a result of SB 525, certain health care facilities (including licensed skilled nursing facilities) operating in California are required to increase the wages of their covered health care employees to at least $21 per hour from June 1, 2024 to May 31, 2026, $22 or $23 per hour (depending on facility type) from June 1, 2026 to May 31, 2028, and $25 per hour after June 1, 2028.

On April 22, 2024, CMS issued a final rule regarding minimum staffing requirements and increased inspections at nursing homes in order to establish comprehensive nurse staffing requirements.

The rule consists of three core staffing requirements:

(1) overall minimum standard of 3.48 total nurse staff hours per resident day;

(2) minimum nurse staffing standards of 0.55 hours per resident day for registered nurses and 2.45 hours of care from a certified nurse’s aid per resident per day;

and (3) a requirement to have a registered nurse onsite 24 hours a day, seven days a week.

The rule includes a staggered implementation approach for which CMS will publish additional details on compliance as the implementation dates approach.

The rule also includes possible waivers and temporary hardship exemptions for select facilities;

however, no funding for the additional staff will be provided.

We are currently evaluating the impact of the rule, but believe the unfunded mandate to increase staff may have a material and adverse impact on the financial condition of our tenants.

As a result of SB 525, certain health care facilities (including licensed skilled nursing facilities) operating in California are required to increase the wages of their covered health care employees to at least $21 per hour from June 1, 2024 to May 31, 2026, $22 or $23 per hour (depending on property type) from June 1, 2026 to May 31, 2028, and $25 per hour after June 1, 2028.

also imposes very high levels of regulation on our U.K.-based operators.

In England, where the majority of our U.K.

operators are based, the Care Quality Commission (“CQC”) has regulatory oversight authority over the health and social care sectors and is responsible for approving, registering and inspecting our operators and the properties where they provide services.

There is also a detailed legislative and regulatory framework in the U.K.

designed to protect the vulnerable (whether by virtue of age or physical and/or mental impairment) and to prevent abuse.

Each of these regulatory regimes carries significant enforcement powers, including the ability to criminally prosecute offending operators and facilities, impose fines or revoke registrations.

The terms on which our U.K.-based operators provide services to residents is also regulated, including by the Competition and Markets Authority.

Compliance with these regulations means our U.K.-based operators must be able to recruit and maintain appropriate staffing levels.

There is ongoing debate and uncertainty within the U.K.

as to how growing care needs will be met and funded in the future, and it is not clear at this stage what impact this debate and uncertainty will have on our U.K.-based operators.

While the U.K.

has transitioned to a post-pandemic position with lessened regulation across the U.K as a whole, the care sector remains subject to specific guidance and requirements issued by the CQC and the U.K.

government’s Department for Health and Social Care as a result of the pandemic, including in relation to infection risk assessments and localized infection control measures.

As a result, our U.K.-based operators still face significant regulatory burdens under which they must deliver services and continue to experience significant impacts on their operations and financial condition.

Additionally, our U.K.

operators are subject, as data controllers, to laws governing their use of personal data, including in relation to their employees, healthcare providers, clients, residents and recipients of their services.

These laws currently take the form of the U.K.’s Data Protection Act 2018 and the U.K.

General Data Protection Regulation, as amended by the Data (Use and Access) Act 2025 (collectively “U.K.

Data Laws impose a significant number of obligations on data controllers with the potential for fines of up to 4% of annual worldwide turnover or £17.5 million, whichever is greater.

REIT Qualification

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The number of shares of common stock used to determine the redemption value of OP Units, and the number of shares issuable in exchange for OP Units, is subject to adjustment in the event of stock splits, stock dividends, distributions of warrants or stock rights, specified extraordinary distributions and similar events.

The Operating Partnership is managed by our wholly owned subsidiary, CareTrust GP, LLC, which is the sole general partner of the Operating Partnership and owns one percent of its outstanding partnership interests.

As of December 31, 2024, CareTrust REIT is the only limited partner of the Operating Partnership, owning 99% of its outstanding partnership interests, and we have not issued OP Units to any other party.

The Operating Partnership is managed by our operating subsidiary, CareTrust GP, LLC, which is the sole general partner of the Operating Partnership and owns one percent of its outstanding partnership interests.

As of December 31, 2025, CareTrust REIT was the only limited partner of the Operating Partnership, owning 99% of its outstanding limited partnership interests, and no OP Units were issued to any other party.

The benefits of our UPREIT structure include the following:

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As a result, this structure allows us to acquire assets in a more efficient manner and may allow us to acquire assets that the owner would otherwise be unwilling to sell because of tax considerations.

We maintain, or require in our leases that our tenants maintain, all applicable lines of insurance on our properties and their operations.

The amount and scope of insurance coverage provided by our policies and the policies maintained by our tenants is customary for similarly situated companies in our industry.

However, we cannot assure you that our tenants will maintain the required insurance coverages, and the failure by any of them to do so could have a material adverse effect on us.

We also cannot assure you that we will continue to require the same levels of insurance coverage under our leases, including the Ensign Master Leases, that such insurance will be available at a reasonable cost in the future or that the insurance coverage provided will fully cover all losses on our properties upon the occurrence of a catastrophic event, nor can we assure you of the future financial viability of the insurers.

We maintain, and/or require in our leases and other agreements with our tenants, managers, and borrowers that such tenants, managers and borrowers maintain, all applicable lines of insurance on our properties and their operations.

The amount and scope of insurance coverage provided by our policies and the policies maintained by us, our tenants, managers, and borrowers is customary for similarly situated companies in our industry.

However, we cannot assure you that our tenants, managers, and borrowers will maintain the required insurance coverages, and the failure by any of them to do so could have a material adverse effect on us.

We also cannot assure you that we will continue to require the same levels of insurance coverage under our leases and other agreements, including the Ensign Master Leases, that such insurance will be available at a reasonable cost in the future or that the insurance coverage provided will fully cover all losses on our properties upon the occurrence of a catastrophic event, nor can we assure you of the future financial viability of the insurers.

Available Information

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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-K

Item 1. Business