Item 9A. Controls and Procedures
ITEM 9A. Controls and Procedures
Disclosure Controls and Procedures
We maintain disclosure controls and procedures (as such term is defined in Rules 13a-15(e) and 15d-15(e) under the Exchange Act) that are designed to ensure that information required to be disclosed in our reports under the Exchange Act is processed, recorded, summarized and reported within the time periods specified in the SEC’s rules and regulations and that such information is accumulated and communicated to management, including our Chief Executive Officer and Chief Financial Officer, as appropriate, to allow for timely decisions regarding required disclosure. In designing and evaluating the disclosure controls and procedures, management recognizes that any controls and procedures, no matter how well designed and operated, can provide only reasonable assurance of achieving the desired control objectives, and management is required to apply its judgment in evaluating the cost-benefit relationship of possible controls and procedures.
As of December 31, 2025, we carried out an evaluation, under the supervision and with the participation of management, including our Chief Executive Officer and Chief Financial Officer, regarding the effectiveness of our disclosure controls and procedures. As previously disclosed, on May 8, 2025, we completed the Care REIT Acquisition. As such, the scope of our assessment of the effectiveness of our disclosure controls and procedures did not include the internal control over financial reporting of Care REIT. These exclusions are consistent with the SEC Staff’s guidance that an assessment of a recently acquired business may be omitted from the scope of our assessment of the effectiveness of disclosure controls and procedures that are also part of internal control over financial reporting in the 12 months following the acquisition. Based on the foregoing, our Chief Executive Officer and Chief Financial Officer concluded that our disclosure controls and procedures were effective as of December 31, 2025.
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Management’s Annual Report on Internal Control over Financial Reporting
Our management is responsible for establishing and maintaining adequate internal control over financial reporting (as defined in Rules 13a-15(f) and 15d-15(f) of the Exchange Act) to provide reasonable assurance regarding the reliability of our financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles. Internal control over financial reporting includes those policies and procedures that (i) pertain to the maintenance of records that in reasonable detail accurately and fairly reflect the transactions and dispositions of our assets; (ii) provide reasonable assurance that the transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles, and that our receipts and expenditures are being made only in accordance with authorizations of our management and our directors; and (iii) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use or disposition of our assets that could have a material effect on the financial statements.
We carried out an evaluation, under the supervision and with the participation of our management, including our Chief Executive Officer and Chief Financial Officer, regarding the effectiveness of our internal control over financial reporting using the criteria set forth by the Committee of Sponsoring Organizations of the Treadway Commission (COSO) in Internal Control - Integrated Framework (2013). Based on this evaluation, our management concluded that our internal control over financial reporting was effective as of December 31, 2025. The Company’s assessment of internal control over financial reporting did not include an assessment of the internal control over financial reporting of Care REIT. The amount of total assets and revenue of Care REIT included in our consolidated financial statements as of and for the year ended December 31, 2025 was $954.5 million and $54.7 million, respectively.
Changes in Internal Control over Financial Reporting
There has been no change in our internal control over financial reporting (as such term is defined in Rules 13a-15(f) and 15d-15(f) under the Exchange Act) that occurred during the quarter ended December 31, 2025, that has materially affected, or is reasonably likely to materially affect, our internal control over financial reporting.
Attestation Report of the Independent Registered Public Accounting Firm
The effectiveness of our internal control over financial reporting as of December 31, 2025 has been audited by Deloitte & Touche LLP, an independent registered public accounting firm, as stated in their report which is included herein.
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REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
To the stockholders and the Board of Directors of CareTrust REIT, Inc.
Opinion on Internal Control over Financial Reporting
We have audited the internal control over financial reporting of CareTrust REIT, Inc. and subsidiaries (the “Company”) as of December 31, 2025, based on criteria established in Internal Control — Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission (COSO). In our opinion, the Company maintained, in all material respects, effective internal control over financial reporting as of December 31, 2025, based on criteria established in Internal Control — Integrated Framework (2013) issued by COSO.
We have also audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States) (PCAOB), the consolidated financial statements as of and for the year ended December 31, 2025, of the Company and our report dated February 12, 2026, expressed an unqualified opinion on those financial statements.
As described in Management’s Annual Report on Internal Control over Financial Reporting, management excluded from its assessment the internal control over financial reporting at Care REIT plc, which was acquired on May 8, 2025, and whose financial statements constitute 18.5% of total assets and 11.5% of total revenues of the consolidated financial statement amounts as of and for the year ended December 31, 2025. Accordingly, our audit did not include the internal control over financial reporting at Care REIT plc.
Basis for Opinion
The Company’s management is responsible for maintaining effective internal control over financial reporting and for its assessment of the effectiveness of internal control over financial reporting, included in the accompanying Management’s Annual Report on Internal Control over Financial Reporting. Our responsibility is to express an opinion on the Company’s internal control over financial reporting based on our audit. We are a public accounting firm registered with the PCAOB and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.
We conducted our audit in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether effective internal control over financial reporting was maintained in all material respects. Our audit included obtaining an understanding of internal control over financial reporting, assessing the risk that a material weakness exists, testing and evaluating the design and operating effectiveness of internal control based on the assessed risk, and performing such other procedures as we considered necessary in the circumstances. We believe that our audit provides a reasonable basis for our opinion.
Definition and Limitations of Internal Control over Financial Reporting
A company’s internal control over financial reporting is a process designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles. A company’s internal control over financial reporting includes those policies and procedures that (1) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of the company; (2) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles, and that receipts and expenditures of the company are being made only in accordance with authorizations of management and directors of the company; and (3) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use, or disposition of the company’s assets that could have a material effect on the financial statements.
Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Also, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.
/s/ Deloitte & Touche LLP
Costa Mesa, California
February 12, 2026
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ITEM 9B. Other Information
Insider Trading Arrangements
None .
ITEM 9 C. Disclosure Regarding Foreign Jurisdictions That Prevent Inspections
Not applicable.
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PART III
ITEM 10. Directors, Executive Officers and Corporate Governance
The information required under Item 10 is incorporated herein by reference to our definitive proxy statement to be filed with the SEC within 120 days after the end of our fiscal year ended December 31, 2025 in connection with our 2026 Annual Meeting of Stockholders.
Code of Conduct and Ethics
We have adopted a code of business conduct and ethics that applies to all employees, including employees of our subsidiaries, as well as each member of our Board of Directors. The code of business conduct and ethics is available at our website at www.caretrustreit.com under the Investor Relations-Governance section. We intend to satisfy any disclosure requirement under applicable rules of the Securities and Exchange Commission or the New York Stock Exchange regarding an amendment to, or waiver from, a provision of this code of business conduct and ethics by posting such information on our website, at the address specified above.
ITEM 11. Executive Compensation
The information required under Item 11 is incorporated herein by reference to our definitive proxy statement to be filed with the SEC within 120 days after the end of our fiscal year ended December 31, 2025 in connection with our 2026 Annual Meeting of Stockholders.
ITEM 12. Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters
The information required under Item 12 is incorporated herein by reference to our definitive proxy statement to be filed with the SEC within 120 days after the end of our fiscal year ended December 31, 2025 in connection with our 2026 Annual Meeting of Stockholders.
ITEM 13. Certain Relationships and Related Transactions, and Director Independence
The information required under Item 13 is incorporated herein by reference to our definitive proxy statement to be filed with the SEC within 120 days after the end of our fiscal year ended December 31, 2025 in connection with our 2026 Annual Meeting of Stockholders.
ITEM 14. Principal Accountant Fees and Services
The information required under Item 14 is incorporated herein by reference to our definitive proxy statement to be filed with the SEC within 120 days after the end of our fiscal year ended December 31, 2025 in connection with our 2026 Annual Meeting of Stockholders.
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PART IV
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ITEM 15. Exhibit and Financial Statement Schedules
(a)(1) Financial Statements
See Index to Consolidated Financial Statements on page F-1 of this report.
(a)(2) Financial Statement Schedules
Schedule III: Real Estate Assets and Accumulated Depreciation
Schedule IV: Mortgage Loans on Real Estate
Note: All other schedules have been omitted because the required information is presented in the financial statements and the related notes or because the schedules are not applicable.
(a)(3) Exhibits
2.1
Rule 2.7 Announcement, dated March 11, 2025 (incorporated by reference to Exhibit 2.1 to the Company’s Current Report on Form 8-K, filed on March 11, 2025).
3.1
Articles of Amendment and Restatement of CareTrust REIT, Inc. (incorporated by reference to Exhibit 3.1 to CareTrust REIT, Inc.’s Registration Statement on Form 10, filed on May 13, 2014).
3.2
Articles of Amendment, dated May 30, 2018, to the Articles of Amendment and Restatement of CareTrust REIT, Inc. (incorporated by reference to Exhibit 3.1 to CareTrust REIT, Inc.’s Current Report on Form 8-K filed on May 31, 2018).
3.3
Amended and Restated Bylaws of CareTrust REIT, Inc. (incorporated by reference to Exhibit 3.1 to CareTrust REIT, Inc.’s Current Report on Form 8-K filed on October 27, 2025).
4.1
Indenture, dated as of June 17, 2021, among CTR Partnership, L.P. and CareTrust Capital Corp., as Issuers, CareTrust REIT, Inc., the other guarantors named therein, and Wells Fargo Bank, National Association, as Trustee (incorporated by reference to Exhibit 4.1 to the CareTrust REIT, Inc.’s Current Report on Form 8-K, filed on June 17, 2021).
4.2
Form of 3.875% Senior Note due 2028 (included in Exhibit 4.1).
4.3
Specimen Stock Certificate of CareTrust REIT, Inc. (incorporated by reference to Exhibit 4.1 to CareTrust REIT, Inc.’s Registration Statement on Form 10, filed on April 15, 2014).
* 4.4
Description of CareTrust REIT, Inc.’s Capital Stock
10.1
Form of Master Lease by and among certain subsidiaries of The Ensign Group, Inc. and certain subsidiaries of CareTrust REIT, Inc. (incorporated by reference to Exhibit 10.1 to CareTrust REIT, Inc.’s Current Report on Form 8-K, filed on June 5, 2014).
10.2
Form of Guaranty of Master Lease by The Ensign Group, Inc. in favor of certain subsidiaries of CareTrust REIT, Inc., as landlords under the Ensign Master Leases (incorporated by reference to Exhibit 10.2 to CareTrust REIT, Inc.’s Current Report on Form 8-K, filed on June 5, 2014).
* 10.3
Second Amended and Restated Agreement of Limited Partnership of CTR Partnership, L.P., dated as of December 11, 2025.
+10.4
Form of Indemnification Agreement between CareTrust REIT, Inc. and its directors and officers (incorporated by reference to Exhibit 10.11 to CareTrust REIT, Inc.’s Current Report on Form 8-K, filed on June 5, 2014).
+10.5
Incentive Award Plan (incorporated by reference to Exhibit 10.9 to CareTrust REIT, Inc.’s Registration Statement on Form 10, filed on May 13, 2014).
+10.6
Form of Restricted Stock Agreement (incorporated by reference to Exhibit 10.14 to CareTrust REIT, Inc.’s Annual Report on Form 10-K, filed on February 11, 2015).
+10.7
Form of Restricted Stock Unit Agreement (for awards before December 2025) (incorporated by reference to Exhibit 10.15 to CareTrust REIT, Inc.’s Annual Report on Form 10-K, filed on February 11, 2015).
+10.8
Form of TSR Award Agreement (for awards before December 2025) (incorporated by reference to Exhibit 10.10 to CareTrust REIT, Inc.’s Annual Report on Form 10-K, filed on February 9, 2023)
*+10.9
Form of Time-Based Restricted Stock Unit Award Agreement
*+10.10
Form of TSR Restricted Stock Unit Award Agreement
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* +10.11
Form of Basic LTIP Unit Award Agreement
* +10.12
Form of Performance LTIP Unit Award Agreement (Relative Total Shareholder Return).
*+10.13
Form of Change in Control and Severance Agreement (Executives) .
+10.14
Third Amended and Restated Credit and Guaranty Agreement, dated as of December 18, 2024, by and among CTR Partnership, L.P., as borrower, CareTrust REIT, Inc., as guarantor, CareTrust GP, LLC and the other guarantors named therein and KeyBank National Association, as administrative agent, an issuing lender and swingline lender and the other parties thereto (incorporated by reference to Exhibit 10.1 to CareTrust REIT. Inc.’s Current Report on Form 8-K, filed on December 19, 2024).
10.15
First Amendment to Third Amended and Restated Credit and Guaranty Agreement, dated as of May 30, 2025, by and among CTR Partnership, L.P., as borrower, CareTrust REIT, Inc., as guarantor, CareTrust GP, LLC and the other guarantors named therein and KeyBank National Association, as administrative agent, an issuing lender and swingline lender and the other parties thereto (incorporated by reference to Exhibit 10.1 to the Company's Current Report on Form 8-K, filed on June 2, 2025).
*10.16
Second Amendment to Third Amended and Restated Credit and Guaranty Agreement, dated as of January 14, 2026, by and among CTR Partnership, L.P., as borrower, CareTrust REIT, Inc., as guarantor, CareTrust GP, LLC and the other guarantors named therein and KeyBank National Association, as administrative agent, an issuing lender and swingline lender and the other parties thereto.
10.17
Asset Purchase Agreement, dated October 21, 2024 (incorporated by reference to Exhibit 10.14 to CareTrust REIT Inc.’s Annual Report on Form 10-K, filed on February 12, 2025).
10.18
Equity Distribution Agreement, dated January 21, 2025, by and among CareTrust REIT, Inc., CTR Partnership, L.P. and (i) BMO Capital Markets Corp., BofA Securities, Inc., Huntington Securities, Inc., Jefferies LLC, J.P. Morgan Securities LLC, KeyBanc Capital Markets Inc., M&T Securities, Inc., Raymond James & Associates, Inc., RBC Capital Markets, LLC, Robert W. Baird & Co. Incorporated and Wells Fargo Securities, LLC and (ii) Bank of Montreal, Bank of America, N.A., Huntington Securities, Inc., Jefferies LLC, JPMorgan Chase Bank, National Association, KeyBanc Capital Markets Inc., Raymond James & Associates, Inc., Royal Bank of Canada, Robert W. Baird & Co. Incorporated and Wells Fargo Bank, National Association, including the form of master forward sale agreement included as Annex A thereto (incorporated by reference to Exhibit 1.1 to the Company's Current Report on Form 8-K, filed on January 21, 2025).
1 9.1
CareTrust REIT, Inc. Policy on Insider Trading (incorporated by reference to Exhibit 19.1 to CareTrust REIT Inc.’s Annual Report on Form 10-K, filed on February 12, 2025).
*21.1
List of Subsidiaries of CareTrust REIT, Inc.
*23.1
Consent of Deloitte & Touche LLP, Independent Registered Public Accounting Firm.
*31.1
Certification of Chief Executive Officer, as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
*31.2
Certification of Chief Financial Officer, as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
**32.1
Certification of Chief Executive Officer and Chief Financial Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
97.1
Policy Regarding the Recoupment of Certain Compensation Payments (incorporated by reference to Exhibit 97.1 to CareTrust REIT Inc.’s Annual Report on Form 10-K, filed on February 8, 2024).
*101.INS Inline XBRL Instance Document - the instance document does not appear in the Interactive Data File because its XBRL tags are embedded within the Inline XBRL document
*101.SCH XBRL Taxonomy Extension Schema Document
*101.CAL XBRL Taxonomy Extension Calculation Linkbase Document
*101.DEF XBRL Taxonomy Extension Definition Linkbase Document
*101.LAB XBRL Taxonomy Extension Label Linkbase Document
*101.PRE XBRL Taxonomy Extension Presentation Linkbase Document
*104 Cover Page Interactive Data File (formatted as inline XBRL and contained in Exhibit 101)
* Filed herewith.
** Furnished herewith.
+ Management contract or compensatory plan or arrangement.
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ITEM 16. Form 10-K Summary
None.
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SIGNATURES
Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.
CARETRUST REIT, INC.
By: / S / DAVID M. SEDGWICK
David M. Sedgwick
President and Chief Executive Officer
Dated: February 12, 2026
Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following persons on behalf of the registrant and in the capacities and on the dates indicated.
Name
Title Date
/s/ DAVID M. SEDGWICK President and Chief Executive Officer (Principal Executive Officer) February 12, 2026
David M. Sedgwick
/s/ DEREK BUNKER Chief Financial Officer and Treasurer (Principal Financial Officer) February 12, 2026
Derek Bunker
/s/ LAUREN BEALE Chief Accounting Officer (Principal Accounting Officer) February 12, 2026
Lauren Beale
/s/ DIANA LAING Director February 12, 2026
Diana Laing
/s/ ANNE OLSON Director February 12, 2026
Anne Olson
/s/ SPENCER PLUMB Director February 12, 2026
Spencer Plumb
/s/ GREGORY K. STAPLEY Director February 12, 2026
Gregory K. Stapley
/s/ CAREINA WILLIAMS Director February 12, 2026
Careina Williams
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INDEX TO CONSOLIDATED FINANCIAL STATEMENTS
Page
Report of Independent Registered Public Accounting Firm (PCAOB ID No. 34 ) with respect to CareTrust REIT, Inc.
F-2
Consolidated Balance Sheets as of December 31, 2025 and 2024
F-4
Consolidated Income Statements for the years ended December 31, 2025, 2024 and 2023
F-5
Consolidated Statements of Comprehensive Income for the years ended December 31, 2025, 2024 and 2023
F-6
Consolidated Statements of Equity and Redeemable Noncontrolling Interests for the years ended December 31, 2025, 2024 and 2023
F-7
Consolidated Statements of Cash Flows for the years ended December 31, 2025, 2024 and 2023
F-8
Notes to Consolidated Financial Statements F-10
Schedule III: Real Estate Assets and Accumulated Depreciation F-55
Schedule IV: Mortgage Loans on Real Estate F-67
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REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
To the stockholders and the Board of Directors of CareTrust REIT, Inc.
Opinion on the Financial Statements
We have audited the accompanying consolidated balance sheets of CareTrust REIT, Inc. and subsidiaries (the "Company") as of December 31, 2025 and 2024, the related consolidated income statements, statements of comprehensive income, equity and redeemable noncontrolling interests, and cash flows, for each of the three years in the period ended December 31, 2025, and the related notes and the schedules listed in the Index at Item 15 (collectively referred to as the "financial statements"). In our opinion, the financial statements present fairly, in all material respects, the financial position of the Company as of December 31, 2025 and 2024, and the results of its operations and its cash flows for each of the three years in the period ended December 31, 2025, in conformity with accounting principles generally accepted in the United States of America.
We have also audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States) (PCAOB), the Company's internal control over financial reporting as of December 31, 2025, based on criteria established in Internal Control — Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission and our report dated February 12, 2026, expressed an unqualified opinion on the Company's internal control over financial reporting.
Basis for Opinion
These financial statements are the responsibility of the Company's management. Our responsibility is to express an opinion on the Company's financial statements based on our audits. We are a public accounting firm registered with the PCAOB and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.
We conducted our audits in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement, whether due to error or fraud. Our audits included performing procedures to assess the risks of material misstatement of the financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the financial statements. Our audits also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the financial statements. We believe that our audits provide a reasonable basis for our opinion.
Critical Audit Matter
The critical audit matter communicated below is a matter arising from the current-period audit of the financial statements that was communicated or required to be communicated to the audit committee and that (1) relates to accounts or disclosures that are material to the financial statements and (2) involved our especially challenging, subjective, or complex judgments. The communication of critical audit matters does not alter in any way our opinion on the financial statements, taken as a whole, and we are not, by communicating the critical audit matter below, providing a separate opinion on the critical audit matter or on the accounts or disclosures to which it relates.
Real Estate Investments, Net, Impairment of Real Estate Investments Held for Investment—Refer to Notes 2, 4, and 5 to the financial statements
Critical Audit Matter Description
The Company evaluates its real estate investments held for investment for potential impairment whenever events or changes in circumstances indicate that the carrying amount of the assets may not be recoverable. If indicators of impairment are present, the Company evaluates the carrying value of the related real estate investments in relation to the future undiscounted cash flows of the underlying properties. Provisions for impairment losses related to real estate investments held for investment are recognized when expected future undiscounted cash flows are determined to be less than the carrying values of the assets. The impairment is measured as the excess of carrying value over fair value. All impairments are taken as a period cost at that time, and depreciation is adjusted going forward to reflect the new value assigned to the asset. During the year ended December 31, 2025, the Company recognized an impairment charge of $2.0 million on real estate investments held for investment.
Given the Company’s evaluation of the recoverability of real estate investments held for investment requires management to make significant estimates and assumptions related to projected property level financial results, lease coverage ratios, intended hold periods, and terminal capitalization rates, performing audit procedures to evaluate the reasonableness of management’s
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undiscounted future cash flow analysis, including an assessment of expected remaining holding period, required a high degree of auditor judgment and an increased extent of effort.
How the Critical Audit Matter Was Addressed in the Audit
Our audit procedures to evaluate management’s estimated holding period of an asset and to evaluate the assumptions used in undiscounted cash flows included the following, among others:
• We tested the effectiveness of controls over management’s evaluation of impairment of real estate investments, including controls over identification of possible events that could indicate that real estate investments are impaired and evaluation of projected property level financial results, lease coverage ratios, intended hold periods, and terminal capitalization rates.
• We evaluated the reasonableness of management’s conclusions regarding assumptions used in estimating undiscounted cash flows by testing the source information underlying the determination of the projected property level financial results, lease coverage ratios, and terminal capitalization rates, and developing a range of independent estimates based on external market sources and comparing our estimates to the assumptions utilized by management, and testing the mathematical accuracy of the calculations.
• Discussed with management the assumptions used in the Company’s undiscounted cash flow models, including the hold period, and evaluated the consistency of the assumptions used with evidence obtained in other areas of the audit, including Board of Directors meeting minutes.
• We considered the properties disposed in the period and subsequent period to evaluate if the retrospective review provides any indication of error or bias in the estimated hold period.
/s/ Deloitte & Touche LLP
Costa Mesa, California
February 12, 2026
We have served as the Company's auditor since 2019.
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CARETRUST REIT, INC.
CONSOLIDATED BALANCE SHEETS
(in thousands, except share and per share amounts)
December 31,
2025 2024
Assets:
Real estate investments, net $ 3,709,576 $ 2,226,740
Financing receivable, at fair value (including accrued interest of $ 913 and $ 281 as of December 31, 2025 and 2024, respectively)
92,193 96,004
Other real estate related investments, net (including accrued interest of $ 5,759 and $ 4,725 as of December 31, 2025 and 2024, respectively)
899,262 795,203
Assets held for sale, net — 57,261
Cash and cash equivalents 198,042 213,822
Accounts and other receivables 10,368 1,174
Prepaid expenses and other assets, net 230,427 35,608
Deferred financing costs, net 8,568 11,204
Total assets $ 5,148,436 $ 3,437,016
Liabilities and Equity:
Senior unsecured notes payable, net $ 397,816 $ 396,927
Senior unsecured term loan, net 496,404 —
Accounts payable, accrued liabilities and deferred rent liabilities 120,442 56,318
Dividends payable 74,806 54,388
Total liabilities 1,089,468 507,633
Commitments and contingencies (Note 16)
Redeemable noncontrolling interests 18,156 18,243
Equity:
Preferred stock, $ 0.01 par value; 100,000,000 shares authorized, no shares issued and outstanding as of December 31, 2025 and 2024
— —
Common stock, $ 0.01 par value; 500,000,000 shares authorized, 222,746,343 and 186,993,010 shares issued and outstanding as of December 31, 2025 and 2024, respectively
2,227 1,870
Additional paid-in capital 4,518,977 3,439,117
Cumulative distributions in excess of earnings ( 491,796 ) ( 532,570 )
Accumulated other comprehensive income 5,872 —
Total stockholders' equity 4,035,280 2,908,417
Noncontrolling interests 5,532 2,723
Total equity 4,040,812 2,911,140
Total liabilities and equity $ 5,148,436 $ 3,437,016
See accompanying notes to consolidated financial statements.
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CARETRUST REIT, INC.
CONSOLIDATED INCOME STATEMENTS
(in thousands, except per share amounts)
Year Ended December 31,
2025 2024 2023
Revenues:
Rental income $ 368,194 $ 228,261 $ 198,599
Resident fees and services 1,225 — —
Interest income from financing receivable 11,492 1,009 —
Interest income from other real estate related investments and other income 95,482 67,016 19,171
Total revenues 476,393 296,286 217,770
Expenses:
Depreciation and amortization 92,891 56,831 51,199
Interest expense 43,707 30,310 40,883
Property taxes and insurance 8,768 7,838 6,170
Senior housing operating expenses 952 — —
Impairment of real estate investments 2,483 42,225 36,301
Transaction costs 5,329 1,326 —
Provision for loan losses — 4,900 —
Property operating (recoveries) expenses ( 138 ) 5,714 3,423
General and administrative 52,465 28,923 21,805
Total expenses 206,457 178,067 159,781
Other income (loss):
Other income, net 4,350 — —
Loss on extinguishment of debt ( 390 ) ( 657 ) —
Gain (loss) on sale of real estate, net 31,548 ( 2,208 ) 2,218
Unrealized gain (loss) on other real estate related investments, net 15,831 9,045 ( 6,485 )
Gain on foreign currency transactions, net 4,012 — —
Total other income (loss) 55,351 6,180 ( 4,267 )
Income before income tax expense 325,287 124,399 53,722
Income tax expense ( 5,001 ) — —
Net income 320,286 124,399 53,722
Net loss attributable to noncontrolling interests ( 252 ) ( 681 ) ( 13 )
Net income attributable to CareTrust REIT, Inc. $ 320,538 $ 125,080 $ 53,735
Earnings per common share attributable to CareTrust REIT, Inc:
Basic $ 1.57 $ 0.81 $ 0.50
Diluted $ 1.57 $ 0.80 $ 0.50
Weighted-average number of common shares:
Basic 203,642 154,795 105,956
Diluted 204,091 155,167 106,152
See accompanying notes to consolidated financial statements.
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CARETRUST REIT, INC.
CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME
(in thousands)
Year Ended December 31,
2025 2024 2023
Net income $ 320,286 $ 124,399 $ 53,722
Other comprehensive income (loss):
Foreign currency translation 9,092 — —
Cash flow hedges ( 3,220 ) — —
Total other comprehensive income 5,872 — —
Total comprehensive income 326,158 124,399 53,722
Total comprehensive loss attributable to noncontrolling interests ( 252 ) ( 681 ) ( 13 )
Comprehensive income attributable to CareTrust REIT, Inc. $ 326,410 $ 125,080 $ 53,735
See accompanying notes to consolidated financial statements.
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CARETRUST REIT, INC.
CONSOLIDATED STATEMENTS OF EQUITY AND REDEEMABLE NONCONTROLLING INTERESTS
(in thousands, except share and per share amounts)
Common Stock Additional
Paid-in
Capital Cumulative
Distributions
in Excess
of Earnings Accumulated Other Comprehensive Income Total Stockholders’ Equity Noncontrolling Interests Total
Equity Redeemable Noncontrolling Interests
Shares Amount
Balance as of December 31, 2022 99,010,112 $ 990 $ 1,245,337 $ ( 396,954 ) $ — $ 849,373 $ — $ 849,373 $ —
Issuance of common stock, net 30,868,714 309 634,137 — — 634,446 — 634,446 —
Vesting of stock-based compensation awards, net of shares withheld for employee taxes 113,970 1 ( 1,480 ) — — ( 1,479 ) — ( 1,479 ) —
Amortization of stock-based compensation — — 5,153 — — 5,153 — 5,153 —
Common dividends ($ 1.12 per share)
— — — ( 124,409 ) — ( 124,409 ) — ( 124,409 ) —
Distributions to noncontrolling interests — — — — — — ( 41 ) ( 41 ) —
Contributions from noncontrolling interests — — — — — — 1,952 1,952 —
Net income (loss) — — — 53,735 — 53,735 ( 13 ) 53,722 —
Balance as of December 31, 2023 129,992,796 1,300 1,883,147 ( 467,628 ) — 1,416,819 1,898 1,418,717 —
Issuance of common stock, net 56,855,925 569 1,552,325 — — 1,552,894 — 1,552,894 —
Vesting of stock-based compensation awards, net of shares withheld for employee taxes 144,289 1 ( 2,485 ) — — ( 2,484 ) — ( 2,484 ) —
Amortization of stock-based compensation — — 6,130 — — 6,130 — 6,130 —
Common dividends ($ 1.16 per share)
— — — ( 190,022 ) — ( 190,022 ) — ( 190,022 ) —
Distributions to noncontrolling interests — — — — — — ( 69 ) ( 69 ) —
Contributions from noncontrolling interests — — — — — — 1,429 1,429 18,389
Net income (loss) — — — 125,080 — 125,080 ( 535 ) 124,545 ( 146 )
Balance as of December 31, 2024 186,993,010 1,870 3,439,117 ( 532,570 ) — 2,908,417 2,723 2,911,140 18,243
Issuance of common stock, net 35,607,706 356 1,071,290 — — 1,071,646 — 1,071,646 —
Vesting of stock-based compensation awards, net of shares withheld for employee taxes 145,627 1 ( 3,326 ) — — ( 3,325 ) — ( 3,325 ) —
Amortization of stock-based compensation — — 11,896 — — 11,896 — 11,896 —
Common dividends ($ 1.34 per share)
— — — ( 279,764 ) — ( 279,764 ) — ( 279,764 ) —
Distributions to noncontrolling interests — — — — — — ( 434 ) ( 434 ) ( 5,298 )
Contributions from noncontrolling interests — — — — — — 2,461 2,461 6,245
Net income (loss) — — — 320,538 — 320,538 782 321,320 ( 1,034 )
Other comprehensive income — — — — 5,872 5,872 — 5,872 —
Balance at December 31, 2025 222,746,343 $ 2,227 $ 4,518,977 $ ( 491,796 ) $ 5,872 $ 4,035,280 $ 5,532 $ 4,040,812 $ 18,156
See accompanying notes to consolidated financial statements.
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CARETRUST REIT, INC.
CONSOLIDATED STATEMENTS OF CASH FLOWS
(in thousands)
Year Ended December 31,
2025 2024 2023
Cash flows from operating activities:
Net income $ 320,286 $ 124,399 $ 53,722
Adjustments to reconcile net income to net cash provided by operating activities:
Depreciation and amortization (including below-market ground leases) 93,045 56,932 51,257
Amortization of deferred financing costs 4,140 2,816 2,436
Loss on extinguishment of debt 390 282 —
Unrealized (gain) loss on other real estate related investments, net ( 15,831 ) ( 9,045 ) 6,485
Amortization of stock-based compensation 11,896 6,130 5,153
Straight-line rental income ( 8,753 ) 28 29
Amortization of lease incentives 193 22 —
Amortization of above and below market leases ( 6,798 ) ( 2,885 ) ( 384 )
Noncash interest income ( 1,549 ) ( 3,279 ) ( 407 )
(Gain) loss on sale of real estate, net ( 31,548 ) 2,208 ( 2,218 )
Impairment of real estate investments 2,483 42,225 36,301
Provision for loan losses — 4,900 —
Change in operating assets and liabilities:
Accounts and other receivables ( 187 ) ( 808 ) ( 9 )
Prepaid expenses and other assets, net ( 1,772 ) ( 3,719 ) ( 21 )
Accounts payable, accrued liabilities and deferred rent liabilities 28,034 24,045 2,423
Net cash provided by operating activities 394,029 244,251 154,767
Cash flows from investing activities:
Acquisitions of real estate, net of deposits applied ( 1,333,998 ) ( 812,002 ) ( 233,776 )
Purchases of equipment, furniture and fixtures and improvements to real estate ( 14,992 ) ( 8,054 ) ( 10,976 )
Preferred equity investments ( 30,000 ) ( 52,000 ) ( 1,782 )
Investment in real estate related investments and other loans receivable ( 96,962 ) ( 559,188 ) ( 60,319 )
Investment in financing receivable — ( 95,723 ) —
Principal payments received on real estate related investments and other loans receivable 75,125 4,512 26,525
Principal payments received on financing receivable 4,443 — —
Escrow deposits for potential acquisitions of real estate ( 144,253 ) ( 5,167 ) ( 3,800 )
Net proceeds from sales of real estate 79,294 13,939 16,313
Net cash used in investing activities ( 1,461,343 ) ( 1,513,683 ) ( 267,815 )
Cash flows from financing activities:
Proceeds from the issuance of common stock, net 1,071,495 1,552,894 634,446
Proceeds from the issuance of senior unsecured term loan 500,000 — —
Proceeds from the secured borrowing — 75,000 —
Borrowings under unsecured revolving credit facility 650,000 — 185,000
Payments on senior unsecured term loan — ( 200,000 ) —
Payment on secured borrowing — ( 75,000 ) —
Payments on unsecured revolving credit facility ( 650,000 ) — ( 310,000 )
Payments on secured notes payable ( 102,375 ) — —
Payments on secured revolving credit facilities ( 153,803 ) — —
Payments on extinguishment of debt and deferred financing costs ( 4,600 ) ( 9,188 ) ( 68 )
Net-settle adjustment on restricted stock ( 3,325 ) ( 2,484 ) ( 1,479 )
Dividends paid on common stock ( 259,347 ) ( 172,165 ) ( 115,492 )
Contributions from noncontrolling interests 8,706 19,818 1,952
Distributions to noncontrolling interests ( 5,732 ) ( 69 ) ( 41 )
Net cash provided by financing activities 1,051,019 1,188,806 394,318
Effect of foreign currency translation 515 — —
Net (decrease) increase in cash and cash equivalents ( 15,780 ) ( 80,626 ) 281,270
Cash and cash equivalents as of the beginning of period 213,822 294,448 13,178
Cash and cash equivalents as of the end of period $ 198,042 $ 213,822 $ 294,448
Supplemental disclosures of cash flow information:
Interest paid $ 39,857 $ 27,933 $ 40,028
Supplemental schedule of noncash investing and financing activities:
Increase in dividends payable $ 20,417 $ 17,857 $ 8,982
Right-of-use asset obtained in exchange for new operating lease obligation $ 1,465 $ 1,748 $ 369
Assets held for sale exchanged for real estate investments $ 33,821 $ — $ —
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Transfer of pre-acquisition costs to acquired assets $ — $ 58 $ —
Increase in equipment, furniture and fixtures and improvements to real estate payable $ 1,761 $ — $ —
Sale of real estate settled with note receivable $ 36,000 $ 1,000 $ 2,000
Liabilities assumed by buyer in connection with sale of real estate $ — $ 2,776 $ —
See accompanying notes to consolidated financial statements.
F-9
Table of Contents
CARETRUST REIT, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
1. ORGANIZATION
Description of Business— CareTrust REIT, Inc.’s (“CareTrust REIT”, the “Company”, “we” or “our”) primary business consists of acquiring, financing, developing and owning real property to be leased to third party tenants in the healthcare sector located in the United States (“U.S.”) and the United Kingdom (“U.K.”).
As of December 31, 2025, the Company 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 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, the Company 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.
Additionally, during the fourth quarter of 2025, the Company 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 platform (“SHOP”). As of December 31, 2025, the Company also owned, indirectly in consolidated joint ventures, the properties and operations of three senior housing communities consisting of 270 units located in Texas that are operated on behalf of the Company by independent managers pursuant to the terms of separate management agreements which commenced December 1, 2025.
2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
Basis of Presentation —The accompanying consolidated financial statements of the Company reflect, for all periods presented, the historical financial position, results of operations and cash flows of the Company prepared in accordance with accounting principles generally accepted in the United States (“GAAP”).
The U.S. Dollar (“USD”) is the reporting currency of the Company. Unless otherwise indicated, all dollar amounts are expressed in USD. The functional currency for our consolidated subsidiaries operating in the U.K. is the British Pound (“GBP”). For the consolidated subsidiaries whose functional currency is not USD, the Company translates the financial statements into USD at the time of consolidation. Balance sheet accounts are translated at the exchange rate in effect at the balance sheet date. Gains and losses resulting from translation are included in accumulated other comprehensive income (loss), as a separate component of equity. Income statement accounts are translated using the average exchange rate for the period.
The Company and certain of its consolidated subsidiaries have intercompany and third party debt that is not denominated in the Company’s functional currency. When the debt is remeasured to the functional currency of the entity, a gain or loss can result. The resulting adjustment is reflected in results of operations within gain on foreign currency transactions, net, unless it is intercompany debt that is deemed to be long-term in nature in which case the adjustments are included in accumulated other comprehensive income. In the statement of cash flows, cash flows denominated in foreign currencies are translated using the exchange rates in effect at the time of the respective cash flows or at average exchange rates for the period, depending on the nature of the cash flow items.
Consolidation —The accompanying consolidated financial statements include the accounts of CareTrust REIT, its wholly-owned subsidiaries, and variable interest entities (“VIEs”) over which the Company exercises control. All intercompany transactions and account balances within the Company have been eliminated, and net earnings are reduced by the portion of net earnings attributable to noncontrolling interests.
Variable Interest Entities —The Company is required to continually evaluate its VIE relationships and consolidate these entities when it is determined to be the primary beneficiary of their operations. A VIE is broadly defined as an entity where either: (i) the equity investment at risk is insufficient to finance that entity’s activities without additional subordinated financial support, (ii) substantially all of an entity’s activities either involve or are conducted on behalf of an investor that has disproportionately few voting rights, or (iii) the equity investors as a group lack any of the following: (a) the power through voting or similar rights to direct the activities of an entity that most significantly impact the entity’s economic performance, (b) the obligation to absorb the expected losses of an entity, or (c) the right to receive the expected residual returns of an entity. Criterion (iii) above is generally applied to limited partnerships and similarly structured entities by assessing whether a simple majority of the limited partners hold substantive rights to participate in the significant decisions of the entity or have the ability to remove the decision maker or liquidate the entity without cause. If neither of those criteria are met, the entity is a VIE.
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CARETRUST REIT, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
The designation of an entity as a VIE is reassessed upon certain events, including, but not limited to: (i) a change to the contractual arrangements of the entity or in the ability of a party to exercise its participation or kick-out rights, (ii) a change to the capitalization structure of the entity, or (iii) acquisitions or sales of interests that constitute a change in control.
A variable interest holder is considered to be the primary beneficiary of a VIE if it has the power to direct the activities of a VIE that most significantly impact the entity’s economic performance and has the obligation to absorb losses of, or the right to receive benefits from, the entity that could potentially be significant to the VIE. The Company qualitatively assesses whether it is (or is not) the primary beneficiary of a VIE. The Company’s consideration of various factors include, but is not limited to, which activities most significantly impact the entity’s economic performance and the ability to direct those activities, its form of ownership interest, its representation on the VIE’s governing body, the size and seniority of its investment, its ability and the rights of other investors to participate in policy making decisions, its ability to manage its ownership interest relative to the other interest holders, and its ability to replace the VIE manager and/or liquidate the entity.
For any investment in a joint venture that is not considered to be a VIE, the Company would evaluate the type of ownership rights held by limited partner(s) that may preclude consolidation by the majority interest holder. The assessment of limited partners’ rights and their impact on the control of a joint venture should be made at inception of the joint venture and continually reassessed. See Note 15, Variable Interest Entities , for additional information.
Noncontrolling Interests —The Company presents the portion of any equity that the Company does not own in entities that the Company controls (and thus consolidates) as noncontrolling interests and classifies those interests as a component of consolidated equity, separate from stockholders' equity, on the Company’s consolidated balance sheets. For consolidated joint ventures, the Company allocates net income or loss utilizing the hypothetical liquidation at book value method, in which the Company allocates income or loss based on the change in each unitholders’ claim on the net assets of the joint venture partners at period end after adjusting for any distributions or contributions made during such period. The Company includes net income (loss) attributable to the noncontrolling interests in net income (loss) in the consolidated income statements.
Redeemable Noncontrolling Interests —Arrangements with noncontrolling interest holders are assessed for appropriate balance sheet classification based on the redemption and other rights held by the noncontrolling interest holder. Two of the Company’s noncontrolling interest holders have the ability to put their equity interests to the Company during specified option exercise periods, subject to certain conditions. The put options are payable in cash and subject to changes in redemption value. Accordingly, the Company records the redeemable noncontrolling interests outside of permanent equity. The redeemable noncontrolling interests are adjusted for additional contributions and distributions and the proportionate share of the net earnings or losses. When the redemption of the noncontrolling interests becomes probable, the Company will record the redeemable noncontrolling interests at the greater of their carrying amounts or redemption values at the end of each reporting period by making an election either to accrete changes in the redemption values of the redeemable noncontrolling interests over the period from the date it is probable of exercise to the earliest redemption date or to recognize the entire adjustment on the date redemption becomes probable. In addition to the rights of the redeemable noncontrolling interest holders, the Company has the ability to call the interests of the noncontrolling interest holders during specified option exercise periods.
Lessor Accounting, Triple-Net —The Company recognizes lease revenue in accordance with Accounting Standards Codification (“ASC”) 842, Leases . The Company’s lease agreements typically contain annual escalators based on the percentage change in the Consumer Price Index or Retail Price Index, which are accounted for as variable lease payments in the period in which the change occurs. For lease agreements that contain fixed or minimum rent escalators, the Company generally recognizes lease revenue on a straight-line basis of accounting. Certain of the Company's leases provide for contingent rents equal to a percentage of the property's revenue in excess of specified base amounts or other thresholds. Such revenue is recognized when actual results reported by the tenant, or estimates of tenants’ results, exceed the applicable base amount or other threshold. The Company generates revenues primarily by leasing healthcare-related properties to healthcare operators in triple-net lease arrangements, under which the tenant is solely responsible for the costs related to the property. Tenant reimbursements related to property taxes and insurance paid by the lessee directly to a third party on behalf of a lessor are required to be excluded from variable payments and from recognition in the lessor’s income statements. Otherwise, tenant recoveries for taxes and insurance are classified as additional rental revenues recognized by the lessor on a gross basis in its income statements.
As part of the Company’s acquisitions and/or amendments, the Company may commit to provide incentive payments to its lessees. During the year ended December 31, 2024, the Company funded $ 2.9 million in lease incentives. Lease incentives are amortized over the initial term of the respective lease as an adjustment to rental revenue. Lease incentives are included in prepaid expenses and other assets, net on the Company’s consolidated balance sheets.
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CARETRUST REIT, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
The Company’s assessment of collectibility of its tenant receivables includes a binary assessment of whether or not substantially all of the amounts due under a tenant’s lease agreement are probable of collection. The Company considers the operator’s performance and anticipated trends, payment history, and the existence and creditworthiness of guarantees, among other factors, in making this determination. For such leases that are deemed probable of collection, revenue continues to be recorded on a straight-line basis over the lease term, if applicable. For such leases that are deemed not probable of collection, revenue is recorded as the lesser of (i) the amount which would be recognized on a straight-line basis or (ii) cash that has been received from the tenant, with any tenant and deferred rent receivable balances charged as a direct write-off against rental income in the period of the change in the collectibility determination. Such write-offs and recoveries are recorded as decreases or increases through rental income on the Company’s consolidated income statements. For the years ended December 31, 2025, 2024, and 2023, the Company did no t record any recovery adjustments or write-off adjustments to rental income. See Note 4, Real Estate Investments, Net for further detail.
Lessee Accounting — For operating leases with an initial term greater than 12 months for which the Company is the lessee, such as ground leases, the Company recognizes a right-of-use (“ROU”) asset on its consolidated balance sheets at inception of the lease. ROU assets represent the Company’s right to use underlying assets for the lease term and are based on the estimated present value of the Company’s minimum lease payments under the agreements. The discount rate used to determine the lease liabilities is based on the Company’s incremental borrowing rate. In connection with the Acquisition (as defined in Note 3, Acquisitions ), the Company recorded $ 30.0 million in ROU assets related to below market ground leases included in prepaid expenses and other assets, net on the consolidated balance sheets.
Revenue recognition, SHOP —For the SHOP platform, revenue from resident fees and services is predominantly service-based, and generally is recognized monthly as services are provided. Agreements with residents generally have varying terms and are cancellable by the resident with 30 days’ notice. The Company has elected the lessor practical expedient within ASC 842 and recognizes and discloses the revenues for SHOP resident agreements based on the predominant component, generally the non-lease service component, under ASC 606, Revenue from Contracts with Customers . Within SHOP, the Company also recognizes revenue from residential seniors apartment leases in accordance with ASC 842.
Interest Income —Interest income is recognized as earned over the term of the related other real estate related investment under the effective interest method, or on a straight-line basis if not materially different from the effective interest method. Interest income is recorded on an accrual basis to the extent that such amounts are expected to be collected. When concerns exist as to the ultimate collection of principal or interest due under a loan, the loan is placed on non-accrual status, and the Company will not recognize interest income until the cash is received, or the loan returns to accrual status. If the Company determines that the collection of interest according to the contractual terms of the loan is probable, the Company will resume the accrual of interest.
Estimates and Assumptions —The preparation of financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenue and expenses during the reporting periods. Management believes that the assumptions and estimates used in preparation of the underlying consolidated financial statements are reasonable. Actual results, however, could differ from those estimates and assumptions.
Real Estate Acquisition Valuation — In accordance with ASC 805, Business Combinations , the Company’s acquisitions of real estate investments generally do not meet the definition of a business, and are treated as asset acquisitions. The assets acquired and liabilities assumed are measured at their acquisition date relative fair values. Acquisition costs are capitalized as incurred. The Company allocates the acquisition costs to the tangible assets, identifiable intangible assets/liabilities and assumed liabilities on a relative fair value basis. The Company assesses fair value based on available market information, such as capitalization and discount rates, comparable sale transactions and relevant per square foot or unit cost information. A real estate asset’s fair value may be determined utilizing cash flow projections that incorporate such market information. Estimates of future cash flows are based on a number of factors including historical operating results, known and anticipated trends, as well as market and economic conditions. The fair value of tangible assets of an acquired property is based on the value of the property as if it is vacant.
The Company recognizes acquired “above or below market” leases at their fair value (for asset acquisitions) using discount rates which reflect the risks associated with the leases acquired. The fair value is based on the present value of the difference between (i) the contractual amounts due pursuant to each in-place lease and (ii) management’s estimate of fair market lease rates for each in-place lease, generally measured over a period equal to the remaining term of the lease for above market leases and the initial term plus the extended term for any leases with renewal options that are reasonably certain to be exercised for below market leases. Other intangible assets acquired include amounts for in-place lease values that are based on an evaluation of the specific characteristics of each property and the acquired tenant lease(s). Factors considered include
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CARETRUST REIT, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
estimates of carrying costs during hypothetical expected lease-up periods, market conditions, and costs to execute similar leases. In estimating carrying costs, the Company includes estimates of lost rents at market rates during the hypothetical expected lease-up periods, which are dependent on local market conditions and expected trends. In estimating costs to execute similar leases, the Company considers leasing commissions, legal, and other related costs. The following table summarizes the Company’s intangible lease liabilities (dollars in thousands):
As of December 31, 2025
As of December 31, 2024
Balance Weighted Average Remaining Amortization Period in Years Balance Weighted Average Remaining Amortization Period in Years
Intangible assets:
In-place lease (1)
$ 35,733 $ 4,840
Above-market lease intangibles (2)
14,457 —
Total lease intangibles 50,190 4,840
Accumulated amortization ( 1,440 ) ( 1,291 )
Net intangible assets $ 48,750 19.8 $ 3,549 4.6
Intangible liabilities:
Below-market lease intangibles (2)
$ 22,534 $ 9,858
Accumulated amortization ( 597 ) ( 3,269 )
Net intangible liabilities $ 21,937 23.2 $ 6,589 1.8
(1) Amortization of intangibles is recorded in Depreciation and amortization in our consolidated income statements.
(2) Amortization of above- and below-market lease intangibles is recorded as a decrease and an increase to revenues, respectively, in our consolidated
income statements.
Impairment of Long-Lived Assets —At each reporting period, the Company evaluates its real estate investments held for use for potential impairment whenever events or changes in circumstances indicate that the carrying amount of the assets may not be recoverable. The judgment regarding the existence of impairment indicators, used to determine if an impairment assessment is necessary, is based on factors such as, but not limited to, market conditions, operator performance and legal structure. If indicators of impairment are present, the Company evaluates the carrying value of the related real estate investments in relation to the future undiscounted cash flows of the underlying properties. The most significant inputs to the undiscounted cash flows include, but are not limited to, historical and projected property level financial results, a lease coverage ratio, the intended hold period by the Company, and a terminal capitalization rate. The analysis is also significantly impacted by determining the lowest level of cash flows, which generally would be at the master lease level of cash flows. Provisions for impairment losses related to long-lived assets are recognized when expected future undiscounted cash flows are determined to be less than the carrying values of the assets. The impairment is measured as the excess of carrying value over fair value. All impairments are taken as a period cost at that time, and depreciation is adjusted going forward to reflect the new value assigned to the asset.
The Company classifies its real estate investments as held for sale when the applicable criteria have been met, which includes a formal plan to sell the properties that is expected to be completed within one year, among other criteria. Upon designation as held for sale, the Company writes down the excess of the carrying value over the estimated fair value less costs to sell, resulting in an impairment of the real estate investments, if necessary, and ceases depreciation.
In the event of impairment, the fair value of the real estate investment is based on current market conditions and considers matters such as the forecasted operating cash flows, lease coverage ratios, capitalization rates, comparable sales data, and, where applicable, contracts or the results of negotiations with purchasers or prospective purchasers.
If circumstances arise that previously were considered unlikely and, as a result, the Company decides not to sell a real estate investment previously classified as held for sale or otherwise no longer meets the held for sale criteria, the respective assets are reclassified as real estate investments held for use. A real estate investment that is reclassified is measured and recorded individually at the lower of (a) its carrying amount before the real estate investment was classified as held for sale, adjusted for any depreciation expense that would have been recognized had the real estate investment been continuously classified as held for use, or (b) the fair value at the date of the decision not to sell or change in circumstances that led to the real estate investment no longer meeting the criteria of held for sale.
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Table of Contents
CARETRUST REIT, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
The Company’s ability to accurately estimate future cash flows and estimate and allocate fair values impacts the timing and recognition of impairments. While the Company believes its assumptions are reasonable, changes in these assumptions may have a material impact on financial results.
For the years ended December 31, 2025, 2024 and 2023, the Company recorded impairment charges of $ 2.5 million, $ 42.2 million and $ 36.3 million, respectively. See Note 5, Impairment of Real Estate Investments, Assets Held For Sale, Net and Asset Sales , for additional information.
Financing Receivable —The Company may from time to time enter into a contract to acquire an asset and lease it back to the seller in a sale and leaseback transaction. In accordance with ASC 842, Leases , the Company is required to determine whether the transaction qualifies as a sale with control of the asset being transferred to the Company. A failed sale and leaseback transaction is accounted for as a financing receivable in accordance with ASC 310, Receivables. If control of the asset subsequently is deemed to have transferred to the Company, the financing receivable would be reclassified as real estate investments. No gain or loss would be recognized, and the related assets and liabilities would be recorded at their relative fair values on the date control is transferred. One of the Company’s investments is accounted for as a financing receivable within the Company’s consolidated balance sheets, since control of the underlying assets did not transfer to the Company due to the existence of options for the seller-lessee to repurchase the real estate assets, which generally preclude accounting for the transfer of real estate assets as a sale. The Company elected the fair value option for the financing receivable, and thereby, acquisition costs incurred in connection with entering into the financing receivable were expensed and recorded in transaction costs in the consolidated income statements. Instruments for which the fair value option has been elected are measured at fair value on a recurring basis with changes in fair value recognized in other income (loss) on the consolidated income statements. Fair value was estimated using an internal valuation model that considered expected future cash flows of the investment, market interest rates, and the underlying collateral value. Interest income from financing receivable on the Company’s consolidated income statements is recognized under the effective interest method.
Other Real Estate Related Investments —Included in other real estate related investments on the Company’s consolidated balance sheets at December 31, 2025, are four preferred equity investments, 16 real estate secured loans receivable and five mezzanine loans receivable. The Company elected the fair value option for all but one of its secured and mezzanine loans receivable. The Company reflects one mortgage loan receivable at amortized cost, net of an allowance for credit loss, on the accompanying consolidated balance sheets. The amortized cost of a loan receivable is the outstanding unpaid principal balance, net of unamortized discounts, costs and fees directly associated with the origination of the loan. Direct loan origination costs are amortized over the term of the loan as an adjustment to interest income. Instruments for which the fair value option has been elected are measured at fair value on a recurring basis with changes in fair value recognized in other income (loss) on the consolidated income statements. Fair value was estimated using an internal valuation model that considered the expected future cash flows of the investment, the underlying collateral value, market interest rates and other credit enhancements. The Company elected the practical expedient not to record the preferred equity investments at fair value as the fair value is not readily determinable. The preferred equity investments are accounted for at unpaid principal balance, plus accrued return, net of reserves. The Company recognizes return income on a monthly basis based on the outstanding investment including any accrued and unpaid return, to the extent there is outside contributed equity or cumulative earnings from operations. As the preferred member of the joint venture, the Company is not entitled to share in the joint venture’s earnings or losses. Rather, the Company is entitled to receive a preferred return, which is deferred if the cash flow of the joint venture is insufficient to pay all of the accrued preferred return. The unpaid accrued preferred return is added to the balance of the preferred equity investment up to the estimated economic outcome assuming a hypothetical liquidation of the book value of the joint venture. Any unpaid accrued preferred return, whether recorded or unrecorded by the Company, will be repaid upon redemption or as available cash flow is distributed from the joint venture.
Prepaid expenses and other assets —Prepaid expenses and other assets consist of prepaid expenses, deposits, pre-acquisition costs, and other loans receivable. During the year ended December 31, 2025, the Company did not record an expected credit loss or recovery. During the year ended December 31, 2024, the Company determined that the remaining contractual obligations under one other loan receivable were not collectible and recorded a $ 4.9 million expected credit loss. The Company did not record an expected credit loss or recovery during the year ended December 31, 2023. Expected credit losses and recoveries are recorded in provision for loan losses, net in the consolidated income statements.
The Company’s other loans receivable are reflected at amortized cost, net of an allowance for credit loss, on the accompanying consolidated balance sheets. The amortized cost of a loan receivable is the outstanding unpaid principal balance, net of unamortized discounts, costs and fees directly associated with the origination of the loan.
Income Taxes —The Company has elected to be taxed as a real estate investment trust (“REIT”) under the Internal Revenue Code of 1986, as amended (the “Code”). The Company believes it has been organized and has operated, and the
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CARETRUST REIT, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
Company intends to continue to operate, in a manner to qualify for taxation as a REIT under the Code. In addition, the Company has formed a consolidated subsidiary that has elected REIT status. To qualify as a REIT, the Company must meet certain organizational and operational requirements, including a requirement to distribute to its stockholders at least 90% of the Company’s annual REIT taxable income (computed without regard to the dividends paid deduction or net capital gain and which does not necessarily equal net income as calculated in accordance with GAAP). As a REIT, the Company generally will not be subject to federal income tax to the extent it distributes as qualifying dividends all of its REIT taxable income to its stockholders. If the Company or its REIT subsidiary fail to qualify as a REIT in any taxable year, it will be subject to federal income tax on its taxable income at regular corporate income tax rates and generally will not be permitted to qualify for treatment as a REIT for federal income tax purposes for the four taxable years following the year during which qualification is lost unless the Internal Revenue Service grants the Company relief under certain statutory provisions.
Prior to 2025, the Company made no provision for income taxes. Beginning in 2025, as a result of acquisitions, the taxable REIT subsidiary (“TRS”) is subject to federal and state income taxes on its taxable income. Under the RIDEA provisions, the TRS owns an interest in joint ventures that operate the Company’s SHOP communities through eligible independent contractors as defined under the Internal Revenue Code. Because these activities constitute operating business income rather than qualifying REIT rental income, they are conducted through the TRS which are subject to tax similar to regular corporations. Deferred tax assets and liabilities are recognized for temporary differences arising from the TRS’s operations. As a result of certain investments, certain of the Company’s subsidiaries have elected to be treated as TRSs. The Company records income tax expense or benefit as those entities are subject to federal income tax similar to regular corporations.
In connection with the Acquisition (as defined in Note 3, Acquisitions ), the Company’s acquired foreign subsidiaries are subject to certain foreign income taxes and withholding tax. The Company’s foreign subsidiaries in the U.K. operate as a REIT and generally are subject only to a withholding tax on earnings upon distribution out of the U.K. All earnings of the Company’s foreign subsidiaries in excess of the amounts required to be distributed are considered to be indefinitely reinvested and accordingly, no provision for applicable income taxes has been provided thereon. Upon distribution of those earnings, the Company would be subject to withholding taxes payable to the U.K. See Note 3, Acquisitions , and Note 12, Income Taxes , for additional information. The expense associated with these taxes is included in income tax expense on the Company’s consolidated income statements.
The Company accounts for deferred income taxes using the asset and liability method and recognizes deferred tax assets and liabilities for the expected future tax consequences of events that have been included in the Company’s financial statements or tax returns. Under this method, the Company determines deferred tax assets and liabilities based on the differences between the financial reporting and tax bases of assets and liabilities using enacted tax rates in effect for the year in which the differences are expected to reverse. Any increase or decrease in the deferred tax liability that results from a change in circumstances, and that causes the Company to change its judgment about expected future tax consequences of events, is included in the tax provision when such changes occur. Deferred income taxes also reflect the impact of operating loss and tax credit carryforwards. A valuation allowance is provided if the Company believes it is more likely than not that all or some portion of the deferred tax asset will not be realized. Any increase or decrease in the valuation allowance that results from a change in circumstances, and that causes the Company to change its judgment about the realizability of the related deferred tax asset, is included in the tax provision when such changes occur.
The Company recognizes and evaluates its tax positions using a two-step process. First, the Company determines whether a tax position is more likely than not (greater than 50 percent probability) to be sustained upon examination, including resolution of any related appeals or litigation processes, based on the technical merits of the position. Second, the Company will determine the amount of benefit to recognize and record the amount that is more likely than not to be realized upon ultimate settlement.
When applicable, the Company recognizes interest and/or penalties related to uncertain tax positions in income tax expense in the consolidated income statements.
Real Estate Depreciation and Amortization —Real estate costs related to the acquisition and improvement of properties are capitalized and amortized over the expected useful life of the asset on a straight-line basis. Repair and maintenance costs are charged to expense as incurred and significant replacements and betterments are capitalized. Repair and maintenance costs include all costs that do not extend the useful life of the real estate asset. The Company considers the period of future benefit of an asset to determine its appropriate useful life. Expenditures for tenant improvements are capitalized and amortized over the shorter of the tenant’s lease term or expected useful life. The Company anticipates the estimated useful lives
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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
of its assets by class to be generally as follows:
Building 25 - 40 years
Building improvements 10 - 25 years
Tenant improvements Shorter of lease term or expected useful life
Integral equipment, furniture and fixtures 3 - 7 years
Identified intangible assets Shorter of lease term or expected useful life
Cash and Cash Equivalents —Cash and cash equivalents consist of bank term deposits and money market funds with original maturities of three months or less at time of purchase and therefore approximate fair value. The fair value of these investments is determined based on “Level 1” inputs, which consist of unadjusted quoted prices in active markets that are accessible at the measurement date for identical, unrestricted assets. The Company places its cash and cash equivalents with high credit quality financial institutions.
The Company’s cash and cash equivalents balance periodically exceeds federally insurable limits. The Company monitors the cash balances in its operating accounts and adjusts the cash balances as appropriate; however, these cash balances could be impacted if the underlying financial institutions fail or are subject to other adverse conditions in the financial markets. To date, the Company has experienced no loss or lack of access to cash in its operating accounts.
Deferred Financing Costs —External costs incurred from placement of the Company’s debt are capitalized and amortized on a straight-line basis over the terms of the related borrowings, which approximates the effective interest method. For senior unsecured notes payable and the senior unsecured term loan, deferred financing costs are netted against the outstanding debt amounts on the consolidated balance sheets. For the unsecured revolving credit facility, deferred financing costs are included in assets on the Company’s consolidated balance sheets. Amortization of deferred financing costs is classified as interest expense in the consolidated income statements. Accumulated amortization of deferred financing costs was $ 7.4 million and $ 3.3 million at December 31, 2025 and 2024, respectively.
When financings are terminated, unamortized deferred financing costs, as well as charges incurred for the termination, are expensed at the time the termination is made. Gains and losses from the extinguishment of debt are presented within other income (loss) in the Company’s consolidated income statements. During the year ended December 31, 2025, the Company recorded a loss on extinguishment of debt of $ 0.4 million. During the year ended December 31, 2024, the Company recorded a loss on extinguishment of debt of $ 0.7 million. See Note 9, Debt, for further detail.
Derivative and Hedging Activities —The Company is exposed to, among other risks, the impact of changes in foreign currency exchange rates as a result of the Company’s investments in the U.K. and interest rate risk related to its capital structure. As a matter of policy, the Company does not use derivatives for trading or speculative purposes. The Company’s risk management program is designed to manage the exposure and volatility arising from these risks, and may utilize foreign currency forward contracts, interest rate swaps, interest rate caps and debt issued in foreign currencies to offset a portion of these risks.
Derivatives are financial arrangements among two or more parties with returns linked to or “derived” from an underlying equity, debt, commodity, other asset, liability, interest rate, foreign exchange rate or another index, or the occurrence or nonoccurrence of a specified event. The settlement of a derivative is determined by its underlying notional amount specified in the contract. Derivative contracts may be entered into outright or embedded within a non-derivative host contract, and may be listed, traded on exchanges or privately negotiated directly between two parties.
To qualify for hedge accounting, derivative instruments used for risk management purposes must effectively reduce the risk exposure that they are designed to hedge. The Company formally documents all relationships between hedging instruments and hedged items, as well as its risk-management objectives and strategy for undertaking various hedge transactions. This process includes designating all derivatives that are part of a hedging relationship to specific forecasted transactions as well as recognized liabilities or assets on the consolidated balance sheets. In addition, at the inception of a qualifying cash flow hedging relationship, the underlying transaction or transactions, must be, and are expected to remain, probable of occurring in accordance with the Company’s related assertions. The Company recognizes all derivative instruments, including embedded derivatives required to be bifurcated, as assets or liabilities on the consolidated balance sheets at fair value which is determined using a market approach and Level 2 inputs. For derivatives designated in qualifying cash flow hedging relationships, the gain or loss on the derivative is recognized in accumulated other comprehensive income as a separate component of equity.
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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
If it is determined that a derivative instrument ceases to be highly effective as a hedge, or that it is probable the underlying forecasted transaction will not occur, the Company discontinues its cash flow hedge accounting prospectively and records the appropriate adjustment to earnings based on the current fair value of the derivative instrument.
Derivative Instruments Not Designated As Hedging Instruments —Certain derivative financial instruments, consisting of interest rate cap agreements, were used to manage the Company’s exposure to interest rate movements, but did not meet the accounting requirements to be classified as hedging instruments. These derivatives were carried at their fair value in prepaid expenses and other assets, net on the Company’s consolidated balance sheets. The changes in fair value of interest rate derivatives are recognized within interest expense on the Company’s consolidated income statements.
Stock-Based Compensation —The Company accounts for share-based payment awards in accordance with ASC 718, Compensation – Stock Compensation (“ASC 718”). ASC 718 requires all entities to apply a fair value-based measurement method in accounting for share-based payment transactions with directors, officers and employees. The Company measures and recognizes compensation expense for all share-based payment awards made to directors, officers and employees based on the grant date fair value, amortized over the requisite service period of the award. Compensation expense for awards with performance-based vesting conditions is recognized based upon the probability that the performance target will be met. Compensation expense for awards with market-based vesting conditions is recognized based upon the estimated number of awards to be earned and is recognized provided that the requisite service is rendered, regardless of when, if ever, the market condition is satisfied. Forfeitures of stock-based awards are recognized as they occur. Net income reflects stock-based compensation expense of $ 11.9 million, $ 6.1 million and $ 5.2 million for the years ended December 31, 2025, 2024 and 2023, respectively.
Concentration of Credit Risk —The Company is subject to concentrations of credit risk consisting primarily of contractual obligations of operators and borrowers under its lease and lending agreements. See Note 17, Concentration of Risk , for a discussion of major operator concentration.
Segment Disclosures —The Company is subject to disclosures about segments of an enterprise and related information in accordance with ASC 280, Segment Reporting . The Company has one reportable segment consisting of investments in healthcare-related real estate assets. See Note 14, Segment Reporting , for additional information.
Earnings Per Share —The Company calculates earnings per share (“EPS”) in accordance with ASC 260, Earnings Per Share . Basic EPS is computed by dividing net income applicable to common stock by the weighted-average number of common shares outstanding during the period. Diluted EPS reflects the additional dilution for all potentially-dilutive securities. See Note 13, Earnings Per Common Share , for additional information.
Beds, Units, Occupancy and Other Measures —Beds, units, occupancy and other non-financial measures used to describe investments in healthcare-related real estate assets included in these Notes to the consolidated financial statements are presented on an unaudited basis and are not subject to audit by the independent registered public accounting firm in accordance with the standards of the Public Company Accounting Oversight Board.
Recent Accounting Pronouncements
Adopted —On December 14, 2023, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) No. 2023‑09, Income Taxes (Topic 740): Improvements to Income Tax Disclosures (“ASU 2023‑09”), to enhance the transparency and decision‑usefulness of income tax disclosures. The amendments primarily require expanded disaggregation within the effective tax rate reconciliation and enhanced disclosures regarding income taxes paid, including additional jurisdictional detail. The guidance is effective for fiscal years beginning after December 15, 2024 for public business entities, with early adoption permitted. The Company adopted ASU 2023‑09 during the year ended December 31, 2025. See Note 12, Income Taxes , for further detail.
Not Yet Adopted —On November 4, 2024, the FASB issued ASU 2024-03, which requires disaggregated disclosures of income statement expenses for public business entities. The ASU requires disaggregation of certain expense captions into specified categories in disclosures within the footnotes to the financial statements. The ASU is effective for fiscal years beginning after December 15, 2026, and interim periods within fiscal years beginning after December 15, 2027. Early adoption is permitted. The Company is still evaluating its adoption timeline and the impact on its disclosures.
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CARETRUST REIT, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
3. ACQUISITIONS
Care REIT plc Asset Acquisition
On May 8, 2025, the Company closed its acquisition (the “Care REIT Acquisition”) of Care REIT plc (“Care REIT” or “Target”). In connection with this acquisition, on June 30, 2025, the Company 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”). The Company treats 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 by acquiring the assets of Care REIT and its associated operations.
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, the Company also assumed Care REIT’s liabilities of approximately $ 290.9 million. In addition, the Company paid the partners of Impact Health Partners LLP approximately $ 6.8 million for substantially all of Impact Health Partners LLP’s assets.
Consideration and Purchase Price Allocation
The Acquisition was accounted for as an asset acquisition in accordance with ASC 805, Business Combinations , which requires that the cost of an acquisition is allocated on a relative fair value basis to the assets acquired and the liabilities assumed. The following table summarizes the fair value of total consideration transferred in the Acquisition (dollars in thousands):
Cash paid to Target shareholders $ 595,420
Cash paid to Investment Manager 6,786
Transaction costs capitalized 20,706
Total Consideration $ 622,912
The following table summarizes the estimated fair values assigned to the assets acquired and liabilities assumed (dollars in thousands):
Real estate investments $ 851,328
Cash and cash equivalents 8,856
Prepaid expenses and other assets 53,578
Accounts and other receivables 20
Accounts payable, accrued liabilities and deferred rent liabilities ( 37,063 )
Secured notes payable ( 99,788 )
Secured revolving credit facilities ( 154,019 )
Fair value of net assets acquired $ 622,912
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CARETRUST REIT, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
Fair Value Measurement
The estimated fair values of assets acquired and liabilities assumed were primarily based on information that was available as of the closing date of the Acquisition. The methodology used to estimate the fair values to apply purchase accounting are summarized below.
• U.K. Care Homes: The Company engaged third party valuation specialists to calculate the fair value of the real estate assets acquired by the Company using standard valuation methodologies, including the cost and market approaches. The average remaining useful lives for real estate assets, excluding land, were reset to the following:
Average Useful Life (years)
Buildings 40
Site improvements 15
Above-market leases 22
Below-market leases 23
In-place leases 20
• All of the properties acquired are owned freehold, except for 14 which are held long leasehold for nominal rent. On the closing date of the Care REIT Acquisition, the Company recorded operating right-of-use assets of $ 30.0 million within prepaid expenses and other assets, net. The weighted average remaining useful lives of the acquired operating right-of-use assets are 1371 years.
• Other assets and liabilities: the carrying values of cash, interest rate derivatives, trade and other receivables, trade and other payables, other liabilities, and debt assumed approximate their fair values.
4. REAL ESTATE INVESTMENTS, NET
The following table summarizes the Company’s investment in owned properties, and properties held in consolidated joint ventures, held for use at December 31, 2025 and 2024 (dollars in thousands):
December 31, 2025 December 31, 2024
Land $ 632,466 $ 367,044
Buildings and improvements 3,457,879 2,220,287
Integral equipment, furniture and fixtures 134,544 113,803
Identified intangible assets 48,332 4,388
Real estate investments 4,273,221 2,705,522
Accumulated depreciation and amortization (1)
( 563,645 ) ( 478,782 )
Real estate investments, net $ 3,709,576 $ 2,226,740
(1) As of December 31, 2025 and 2024, accumulated depreciation and amortization included $ 1.5 million and $ 1.2 million, respectively, of accumulated amortization related to lease intangibles. The lease intangibles are amortized over the term of each related lease.
Significant Master Leases
Ensign — As of December 31, 2025, the Company leased 113 properties to subsidiaries of The Ensign Group, Inc. (“Ensign”), including 12,218 operational beds. A significant number of properties are leased to Ensign on a triple-net basis under eight long-term leases, each with its own pool of properties, that have varying maturities (each an “Ensign Master Lease” and collectively, the “Ensign Master Leases”). The Ensign Master Leases escalate annually, in June, by an amount equal to the product of (1) the lesser of the percentage change in the Consumer Price Index (“CPI”) (but not less than zero ) or 2.5 %, and (2) the prior year’s rent. In addition to rent, the subsidiaries of Ensign that are tenants under the Ensign Master Leases are solely responsible for the costs related to the leased properties (including property taxes, insurance, and maintenance and repair costs). See below under “Lease Amendments and Terminations” for further detail on Ensign lease amendments. The obligations under the Ensign Master Leases are guaranteed by Ensign. A default by any subsidiary of Ensign with regard to any property leased pursuant to an Ensign Master Lease will result in a default under all of the Ensign Master Leases. As of December 31, 2025, annualized contractual rental income from the Ensign Master Leases was $ 79.6 million.
As of December 31, 2025, 9 of the 113 properties are leased to Ensign under three separate triple-net master lease agreements (the “Other Ensign Master Leases”), which have a total of 1,024 operational beds. The obligations under these separate master leases are guaranteed by Ensign. A default under the Other Ensign Master Lease agreements constitutes a
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CARETRUST REIT, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
default under the Ensign Master Leases, but a default under the Ensign Master Leases does not constitute a default under the Other Ensign Master Leases. As of December 31, 2025, annualized contractual rental income from the Other Ensign Master Leases was $ 12.5 million.
Ensign provides a guaranty for eight properties leased to The Pennant Group, Inc. (“Pennant”) under the Pennant Master Lease (defined below), which represents $ 7.6 million of total annualized contractual rental income as of December 31, 2025.
PMG — As of December 31, 2025, 15 of the Company’s 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 an initial term of 15 years, with two five-year renewal options. As of December 31, 2025, annualized contractual rental income from the PMG Master Lease was $ 32.8 million. Rent is escalated annually by an amount equal to the product of (1) the lesser of the percentage change in the CPI (but not less than zero ) or 3.0 %, and (2) the prior year’s rent. In addition to rent, the subsidiaries of PMG that are tenants under the PMG Master Lease are solely responsible for the costs related to the leased properties (including property taxes, insurance, and maintenance and repair costs).
Portfolio
As of December 31, 2025, the Company’s remaining properties held for investment were leased to various operators under triple-net leases. All of the triple-net leases contain annual escalators based on the percentage change in the CPI or Retail Price Index (“RPI”) (but not less than zero), some of which are subject to a floor and/or cap, or fixed rent escalators. In addition, three properties are managed on behalf of the Company by a third party operator pursuant to a management agreement. As of December 31, 2025, the Company did not have any properties held for sale.
As of December 31, 2025, the Company’s total future contractual minimum rental income for all of its operating leases, excluding operating expense reimbursements, was as follows (dollars in thousands):
Year Amount
2026 $ 413,055
2027 420,393
2028 426,099
2029 428,941
2030 431,161
Thereafter 3,486,005
$ 5,605,654
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CARETRUST REIT, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
Tenant Purchase Options
Certain of the Company’s tenants hold purchase options allowing them to acquire properties they currently lease from the Company. A summary of these purchase options is presented below (dollars in thousands):
Asset Type Properties Lease Expiration Option Period Open Date Option Type (1)
Current Cash Rent (2)
SNF 2 October 2032 03/05/2027 (4)
B 3,468 (8)
SNF 2 May 2034 06/01/2026 (5)
B 3,064 (9)
SNF 1 November 2034 12/01/2027 (3)
A 1,125
SNF 6 November 2039 12/01/2027 (6)
B 10,503
SNF 1 August 2040 09/01/2028 (7)
B 741
(1) Option type includes:
A - Fixed base price.
B - Fixed capitalization rate on lease revenue.
(2) Based on annualized cash revenue for contracts in place as of December 31, 2025.
(3) Option window is open until the expiration of the lease term.
(4) Option window is open for six months from the option period open date.
(5) Option window is open for nine months from the option period open date.
(6) Lease agreement provides for the purchase of one to two properties in each window over four option windows, for a total of six properties. Each option window opens at the beginning of each of lease years four, five, six, and seven beginning December 1, 2027 and is open for one year .
(7) Option window is open for 24 months from the option period open date.
(8) Option provides for purchase of any two of three properties. The current cash rent shown is an average of the range of $ 3.3 million to $ 3.6 million.
(9) Option provides for purchase of any one of five properties in the first option window and another one of five properties in the second option window beginning June 1, 2027. The current cash rent shown is an average of the range of $ 2.7 million to $ 3.5 million. Provided the operator exercises its option to extend the term of the master lease, beginning on June 1, 2035 and ending nine months thereafter, the operator will have an option for all properties then remaining in the master lease.
Rental Income
The following table summarizes components of the Company’s rental income (dollars in thousands):
For the Year Ended December 31,
Rental Income 2025 2024 2023
Contractual rent due (1)
$ 352,836 $ 225,426 $ 198,244
Straight-line rent 8,753 ( 28 ) ( 29 )
Amortization of lease incentives ( 193 ) ( 22 ) —
Amortization of above and below-market lease intangibles (2)
6,798 2,885 384
Total $ 368,194 $ 228,261 $ 198,599
(1) Includes initial cash rent and tenant operating expense reimbursements, as adjusted for applicable rental escalators and rent increases due to capital expenditures funded by the Company. For tenants on a cash basis, this represents the lesser of the amount that would be recognized on a straight-line basis or cash that has been received. Tenant operating expense reimbursements for the years ended December 31, 2025, 2024 and 2023 were $ 8.8 million, $ 6.7 million, and $ 5.5 million, respectively.
(2) In connection with lease terminations in August 2025, the Company accelerated the amortization of the remaining below-market lease intangibles of $ 4.4 million during the year ended December 31, 2025.
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CARETRUST REIT, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
Recent Real Estate Acquisitions
The following table summarizes the Company’s acquisitions for the years ended December 31, 2025, 2024 and 2023 (dollars in thousands):
Type of Property (1)(2)
Purchase Price (3)
Number of Properties Number of Beds/Units (4)
December 31, 2025
Skilled nursing triple-net $ 616,521 27 3,214
Senior housing triple-net (5)
908,507 135 7,822
SHOP 40,298 3 270
Total $ 1,565,326 165 11,306
December 31, 2024
Skilled nursing (6)
$ 712,471 42 4,508
Multi-service campuses 90,639 5 683
ALF / ILF 12,749 2 102
Total $ 815,859 49 5,293
December 31, 2023
Skilled nursing (7)
$ 169,181 10 1,256
Multi-service campuses (7)
25,276 1 168
ALF / ILF 39,318 4 241
Total $ 233,775 15 1,665
(1) During the year ended December 31, 2025, the Company began including ALFs and ILFs within the senior housing triple‑net portfolio and evaluating the underlying financials and primary purpose of each multi‑service campus to determine whether it should be classified as skilled nursing or senior housing.
(2) Includes properties held in consolidated joint ventures as of December 31, 2025, 2024 and 2023, respectively. See Note 15, Variable Interest Entities , for additional information.
(3) Purchase price includes capitalized acquisition costs.
(4) The number of beds/units includes operating beds at acquisition date.
(5) Includes U.K. Care Homes acquired in connection with the Acquisition. See Note 3, Acquisitions , for additional information. On July 31, 2025, the Company swapped 10 U.K. Care Homes for six U.K. Care Homes and received £ 2.2 million in cash before selling costs. The amounts shown above are inclusive of this asset swap. See Note 5, Impairment of Real Estate Investments, Assets Held for Sale and Asset Sales , for additional information.
(6) Initial annual cash rent for 11 properties does not consider rent abatement of $ 0.3 million.
(7) One acquisition including three SNFs and one multi-service campus provides for annual fixed increases from $ 6.8 million in year one to $ 7.6 million in year two and $ 8.9 million in year three.
Lease Amendments and Terminations
Lease Extension. Effective December 1, 2025, subsidiaries of Ensign exercised the option to extend the lease term of one Ensign Master Lease by five years from May 31, 2027 to May 31, 2032. The lease provides for three additional five-year renewal options. This amendment triggers a base rent adjustment at the commencement of the extension term in 2027, reducing the rent by approximately $ 0.6 million.
Amended Operator Lease. On October 30, 2025, the Company acquired five skilled nursing facilities in the mid-Atlantic and southeast. In connection with the acquisition of the facilities, the Company amended an existing master lease with a skilled nursing operator. The amended master lease has a remaining term of approximately 15 years, with two five-year renewal options and CPI-based rent escalators. Annual cash rent under the amended lease increased by approximately $ 18.0 million.
New SNF lease and Lease Termination. Effective August 31, 2025, the Company terminated its master lease with a skilled nursing operator and entered into a new triple-net master lease with a new skilled nursing operator with respect to four skilled nursing facilities. The new master lease has an initial term of approximately 15 years with two five-year renewal options and fixed rent escalators. Initial annual cash rent under the new master lease was approximately $ 3.9 million. Annual cash rent under the terminated master lease was $ 4.0 million.
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CARETRUST REIT, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
Covenant Care Lease Transitions. On August 1, 2025, the Company funded approximately $ 12.3 million (inclusive of transaction costs) in connection with the assignment and termination of multiple lease agreements between the Company and affiliates of Covenant Care California, LLC and pertaining to 10 skilled nursing facilities and one senior housing community located in California. In connection with the transaction, the Company entered into new long-term leases (or in some instances, amended existing leases with current tenants of the Company) with replacement tenants to continue operating the properties, as described below. As a result of the subject transaction, annual rent increased approximately $ 3.9 million. Annual cash rent under the terminated master leases was $ 13.0 million and, during the year ended December 31, 2025, the Company accelerated the amortization of the remaining below market lease intangibles of $ 4.4 million and in-place lease intangibles of $ 2.4 million.
In connection with the transaction, the Company amended one existing triple-net master lease with subsidiaries of Ensign to add six skilled nursing facilities and one senior housing community, and to extend the lease term. The lease, as amended, has a remaining term of 15 years. Three of the seven facilities will transition upon regulatory approval which is expected to occur in the next 12 months. The applicable Ensign master lease, as amended, includes two five-year renewal options and CPI-based rent escalators. Annual cash rent under the applicable master lease, as amended, increased by approximately $ 10.0 million.
Also in connection with the transaction, the Company, via two consolidated joint ventures, entered into a new triple-net master lease with a skilled nursing operator to include three skilled nursing facilities. The new master lease commenced August 1, 2025 with an initial term of approximately 10 years, including four five-year renewal options and fixed annual escalators. Initial annual cash rent under the new master lease was $ 6.4 million. In addition, the Company amended one existing triple-net master lease to add one multi-service campus. Annual cash rent under the applicable master lease, as amended, increased by approximately $ 0.6 million.
Amended Kalesta Lease. On February 28, 2025, the Company acquired one senior housing community. In connection with the acquisition, the Company amended its existing triple-net master lease with affiliates of Kalesta Healthcare, LLC (“Kalesta”) to include the one senior housing community and extended the initial lease term. The Kalesta master lease, as amended, had a remaining term at the date of amendment of approximately 15 years. Annual cash rent under the amended Kalesta master lease increased by approximately $ 1.9 million.
Effective December 5, 2025, the Company sold one senior housing community. In connection with the disposition, the Company amended its Kalesta master lease to remove the property. The Kalesta master lease, as amended, had a remaining term at the date of amendment of approximately 14 years. Annual cash rent under the amended Kalesta master lease decreased by approximately $ 1.6 million.
Ridgeline Lease Termination and NC Jaybird Lease. Effective December 31, 2024, the Company terminated its master lease with affiliates of Ridgeline Properties, LLC (“Ridgeline”). The Company entered into a new master lease (the “NC Jaybird Lease”) with affiliates of Jaybird Senior Living, Inc. (“Jaybird”) with respect to two senior housing communities in North Carolina previously leased to Ridgeline. The NC Jaybird Lease commenced on January 1, 2025 with an initial term of approximately 12 years, featuring two five-year renewal options and CPI-based rent escalators. Under the NC Jaybird Lease, Jaybird will receive three months of abated rent, followed by 15 months of rent calculated as a percentage of the tenants’ gross revenue. Subsequently, the next 12 months will have a fixed annual cash rent amount of $ 0.8 million increasing annually based on CPI. Annual rent under the terminated master lease for the two senior housing communities in North Carolina was $ 0.8 million.
Effective May 1, 2025, two additional senior housing communities in Michigan and Ohio previously operating under the Ridgeline master lease transferred operations to Jaybird under a separate master lease (“New Jaybird Lease”). The New Jaybird Lease has an initial term of 12 years, featuring two five-year renewal options and CPI-based rent escalators. Under the New Jaybird Lease, Jaybird will receive six months of abated rent, followed by 12 months of rent calculated as a percentage of tenants’ gross revenue, and the following 12 months will have a fixed annual cash rent amount of $ 1.9 million increasing annually based on CPI. Annual rent under the terminated master lease for the two senior housing communities was $ 1.8 million.
Four senior housing communities which were under the Ridgeline master lease were sold during the year ended December 31, 2025. See Note 5, Impairment of Real Estate Investments, Assets Held For Sale, Net And Asset Sales , for additional information.
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CARETRUST REIT, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
Amended PACS Master Lease . On November 1, 2024, the Company acquired four skilled nursing facilities. The facilities were leased to affiliates of PACS. In conjunction with the acquisition of the four facilities, the Company amended the existing PACS Master Lease to include the four skilled nursing facilities. The PACS Master Lease had a remaining term at the date of amendment of approximately 8 years. Annual cash rent under the amended lease increased by approximately $ 5.0 million, with $ 1.1 million in deferred rent over the first twenty-four months to be repaid over twenty-four months , beginning in the third lease year.
Lease Termination and Amended Ensign Lease. Effective September 1, 2024, one SNF in Kansas was removed from a master lease with a skilled nursing operator and the Company terminated the master lease. Annual cash rent under the terminated master lease prior to lease termination was approximately $ 0.8 million. In connection with the lease termination, the Company amended and extended one existing triple-net master lease with subsidiaries of Ensign to include the one SNF. The amended lease has a remaining term of approximately 15 years with two five-year renewal options and CPI-based rent escalators. Annual cash rent under the applicable Ensign master lease, as amended, increased by approximately $ 0.6 million.
Lease Termination and New Jaybird Lease. Effective August 1, 2024, two ALFs in Illinois were removed from a master lease with a senior housing operator and the Company terminated the master lease. In connection with the lease termination, the Company entered into a new master lease (the “Jaybird Lease”) with Jaybird with respect to the two ALFs. The new Jaybird Lease commenced on August 1, 2024 with an initial term of approximately 12 years, featuring two five-year renewal options and CPI-based rent escalators. Under the Jaybird Lease, Jaybird will receive three months of abated rent, followed by 15 months of rent calculated as a percentage of the tenants’ gross revenue. Subsequently, the next 12 months will have a fixed annual cash rent amount of $ 1.8 million with annual CPI-based rent escalators. Annual rent under the terminated master lease was $ 1.8 million.
New Bayshire Lease. On April 1, 2024, a new master lease with affiliates of Bayshire, LLC (“Bayshire”) commenced to lease one SNF that was previously under a short-term master lease until Bayshire received regulatory approval. The short-term master lease was terminated. The Bayshire master lease had a term of approximately 15 years at the date of the lease, with two five-year renewal options and 3 % fixed rent escalators. Initial annual cash rent under the new Bayshire master lease was $ 2.6 million. The Bayshire lease provides for a rent deferral of $ 0.4 million in the first year to be repaid in 15 installments beginning in year two.
Amended Eduro Lease and Amended Ensign Lease. On March 1, 2024, operations of two SNFs in Colorado operated by affiliates of Eduro Healthcare, LLC (“Eduro”) were transferred to subsidiaries of Ensign. In connection with the transfer, the Company partially terminated the Eduro master lease and amended one existing triple-net master lease with Ensign to include the two SNFs and extended the initial lease term by 15 years. The applicable Ensign master lease, as amended, had a remaining term at the date of amendment of approximately 20 years with two five-year renewal options and CPI-based rent escalators. Annual cash rent under the applicable Ensign master lease, as amended, increased by approximately $ 2.1 million and annual cash rent under the Eduro master lease, as amended, decreased by the same amount.
New Embassy Lease and Hillstone Lease Amendment and Termination. Effective January 1, 2024, the Company entered into a new triple-net master lease with Embassy Healthcare Holdings, Inc. (“Embassy”) with respect to one multi-service campus, formerly leased to an affiliate of Hillstone Healthcare, Inc. (“Hillstone”). The Embassy lease had an initial term at the date of the lease of approximately 10 years with two five-year renewal options and CPI-based rent escalators. Annual cash rent under the lease is approximately $ 0.6 million and the master lease provides Embassy with a partial rent abatement until required authorizations with respect to the ALF portion of the facility are obtained and occupancy levels reach a certain percentage.
On March 24, 2023, the Company amended its master lease with affiliates of Hillstone. In connection with the lease amendment, the Company agreed to defer rent of approximately $ 0.7 million for 12 months from December 2022 through November 2023 to be repaid as a percentage of adjusted gross revenues of one underlying facility, as defined in the amended lease, beginning January 1, 2025, until deferred rent has been paid in full. On December 31, 2023, the Company terminated its master lease with Hillstone. Annual cash rent under the Hillstone master lease prior to lease termination was approximately $ 1.3 million. Hillstone paid a lease termination fee of approximately $ 0.8 million to cover unpaid contractual rent.
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CARETRUST REIT, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
Noble NJ Lease Termination and New Ridgeline NJ Lease. On October 24, 2023, the Company entered into a new master lease (the “Ridgeline NJ Lease”) with affiliates of Ridgeline to lease two ALFs in New Jersey which were non-operational and under a short-term lease (the “Noble NJ Lease”) which was terminated in connection with the Ridgeline NJ Lease. The Ridgeline NJ Lease had an initial term at the date of the lease of approximately 10 years from the facility opening date, which was expected to occur in the second quarter of 2024 upon final regulatory approval and final licensing of both facilities, with two five-year renewal options and CPI-based escalators. Annual cash rent under the Ridgeline NJ Lease was approximately $ 1.0 million beginning on the first day of the second lease year.
Premier Termination and Amended Ridgeline Lease. Effective September 1, 2023, six ALFs in Michigan and North Carolina were removed from the master lease with affiliates of Premier Senior Living, LLC (“Premier”) and the Company terminated the Premier master lease. Annual cash rent under the Premier master lease prior to lease termination was approximately $ 2.7 million. In connection with the lease termination, the Company amended its existing triple-net master lease with affiliates of Ridgeline with respect to the six ALFs. The Ridgeline lease had a remaining term at the date of the lease amendment of approximately 15 years with two five-year renewal options and CPI-based rent escalators. Annual cash rent under the amended lease increased by approximately $ 2.7 million. The amended lease provided for $ 0.2 million in rent abatement and a $ 0.2 million rent deferral that was required to be repaid beginning in December 2024.
Amended Pennant Lease. On July 6, 2023, the Company amended its master lease with affiliates of Pennant (the “Pennant Master Lease”). In connection with the lease amendment, the Company extended the initial lease term. The Pennant Master Lease, as amended, had a remaining term at the date of amendment of approximately 15 years, with two five-year renewal options and CPI-based rent escalators. Annual cash rent under the amended Pennant Master Lease remained unchanged.
Amended Momentum Lease . On April 1, 2023, the Company acquired one SNF. In connection with the acquisition, the Company amended its existing triple-net master lease with affiliates of Momentum Skilled Services (“Momentum”) to include the one SNF and extended the initial lease term. The Momentum master lease, as amended, had a remaining term at the date of amendment of approximately 15 years, with two five-year renewal options and CPI-based rent escalators. Annual cash rent under the amended lease increased by approximately $ 1.0 million.
Noble VA Lease Termination and New Pennant Lease. Effective March 16, 2023, two ALFs in Wisconsin were removed from a master lease with affiliates of Noble VA Holdings (“Noble VA”) and the Company terminated the applicable Noble VA master lease. Annual cash rent under the applicable Noble VA master lease prior to lease termination was approximately $ 2.3 million. In connection with the lease termination, the Company entered into a new lease (the “New Pennant Lease”) with Pennant with respect to the two ALFs. The New Pennant Lease had an initial term at the date of the lease of approximately 15 years with two five-year renewal options and CPI-based rent escalators. Annual cash rent under the new lease was approximately $ 0.8 million and the master lease provides Pennant with three months deferred rent to be repaid before the expiration or termination of the lease.
5. IMPAIRMENT OF REAL ESTATE INVESTMENTS, ASSETS HELD FOR SALE, NET AND ASSET SALES
During the year ended December 31, 2025, the Company recognized aggregate impairment charges of $ 2.5 million related to properties that were sold. During the year ended December 31, 2024, the Company recognized aggregate impairment charges of $ 42.2 million, of which $ 18.8 million related to properties held for sale, $ 9.4 million related to properties held for investment, and $ 14.0 million related to properties that were sold. During the year ended December 31, 2023, the Company recognized aggregate impairment charges of $ 36.3 million, of which $ 26.8 million related to properties held for sale, $ 8.0 million related to properties held for investment, and $ 1.5 million related to properties that were sold. These charges are reported in impairment of real estate investments in the consolidated income statements.
Impairment of Real Estate Investments Held for Sale
As of December 31, 2025, there were no properties classified as held for sale. As of December 31, 2024, there were 10 facilities classified as held for sale, all of which have been recorded at the lesser of their carrying value or fair value less estimated costs to sell.
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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
The fair values of the assets held for sale were based on estimated sales prices, which are considered to be Level 3 measurements within the fair value hierarchy. Estimated sales prices were determined using a market approach (comparable sales model), which relies on certain assumptions by management, including: (i) comparable market transactions, (ii) estimated prices per unit, and (iii) binding agreements for sales and non-binding offers to purchase from unrelated third-parties. There are inherent uncertainties in making these assumptions. For the Company’s impairment calculations on assets held for sale during the year ended December 31, 2025, the Company’s fair value estimates primarily relied on a market approach and utilized a price per unit of $ 181,000 . For the Company’s impairment calculations on assets held for sale during the year ended December 31, 2024, the Company’s fair value estimates primarily relied on a market approach and utilized prices per unit ranging from $ 7,000 to $ 116,000 , with a weighted average price per unit of $ 60,000 . For the Company’s impairment calculations on assets held for sale during the year ended December 31, 2023, the Company’s fair value estimates primarily relied on a market approach and utilized prices per unit ranging from $ 8,000 to $ 85,000 , with a weighted average price per unit of $ 20,000 .
Impairment of Real Estate Investments Held for Investment
During the year ended December 31, 2025, the Company recognized an impairment charge of $ 2.0 million related to one SNF. The Company wrote down the carrying value of $ 13.6 million to the estimated fair value of $ 11.6 million. The SNF was subsequently sold in December 2025. The fair value of the asset was based on binding agreements for sale and considered Level 3 measurements within the fair value hierarchy. For the Company’s impairment calculation, the Company utilized a price per unit of $ 93,000 .
During the year ended December 31, 2024, the Company recognized an impairment charge of $ 5.0 million related to one ALF with a carrying value of $ 5.0 million which was non-operational. In January 2025, the Company deeded the improvements back to the ground lessor for no consideration.
During the year ended December 31, 2024, the Company determined that two ALFs, with a carrying value of $ 5.0 million, that were classified as held for sale at June 30, 2024 no longer met the held for sale criteria. During the second quarter of 2024, the Company recognized $ 4.4 million of impairment charges in connection with the write down of the assets’ carrying values to their estimated fair value less costs to sell. The Company reclassified these ALFs out of assets held for sale at their fair value at the date of the decision not to sell of approximately $ 5.0 million, or a weighted average price per unit of $ 45,000 . During the year ended December 31, 2024, the Company recognized approximately $ 4.4 million in impairment charges related to these two ALFs.
During the year ended December 31, 2023, the Company recognized an impairment charge of $ 8.0 million related to one SNF. The Company wrote down its carrying value of $ 8.7 million to its estimated fair value of $ 0.7 million, which is included in real estate investments, net on the Company’s consolidated balance sheets. The fair value of the asset was based on comparable market transactions and considered Level 3 measurements within the fair value hierarchy. For the Company’s impairment calculation, the Company’s fair value estimates primarily relied on a market approach and utilized prices per unit of $ 7,000 .
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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
Asset Sales and Held for Sale Reclassifications
Asset Exchange
On July 31, 2025, the Company completed an asset swap pursuant to which it transferred ownership of 10 U.K. Care Homes to an existing tenant in exchange for six U.K. Care Homes and £ 2.2 million in cash before selling costs. The 10 U.K. Care Homes had been classified as held for sale as of June 30, 2025. The annual rent did not significantly change as a result of the asset swap.
The following table summarizes the Company’s dispositions for the years ended December 31, 2025, 2024 and 2023 (dollars in thousands):
For the Year Ended December 31,
2025 2024 2023
Number of properties (1)
24 17 5
Net sales proceeds (2)
$ 153,501 $ 17,715 $ 18,313
Net carrying value 121,953 19,923 16,095
Net gain (loss) on sale $ 31,548 $ ( 2,208 ) $ 2,218
(1) One non-operational previously impaired property sold during the year ended December 31, 2025 was not classified as held for sale as of December 31, 2024. In addition, two properties sold during the year ended December 31, 2025 were not classified as held for sale during the year.
(2) Net sales proceeds for the year ended December 31, 2025 includes non-cash consideration related to an asset exchange and $ 36.0 million of seller financing. Net sales proceeds for the year ended December 31, 2024 includes $ 1.0 million of seller financing in connection with the sale of one ALF in January 2024. Net sales proceeds for the year ended December 31, 2023 includes $ 2.0 million of seller financing in connection with the sale of one ALF in June 2023.
The following table summarizes the Company’s assets held for sale activity for the years ended December 31, 2025 and 2024 (dollars in thousands):
Net Carrying Value Number of Properties
December 31, 2023 $ 15,011 14
Additions to assets held for sale 104,447 15
Assets sold ( 19,923 ) ( 17 )
Impairment of real estate held for sale ( 37,266 ) —
Assets reclassified to held for investment ( 5,008 ) ( 2 )
December 31, 2024 57,261 10
Additions to assets held for sale 50,066 12
Assets sold ( 96,974 ) ( 21 )
Impairment of real estate held for sale ( 452 ) —
Assets reclassified to held for investment ( 9,901 ) ( 1 )
December 31, 2025 $ — —
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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
6. OTHER REAL ESTATE RELATED AND OTHER INVESTMENTS
As of December 31, 2025 and 2024 , the Company’s other real estate related investments, inclusive of accrued interest, consisted of the following (dollars in thousands):
Other Real Estate Related Investments:
Property Count and Type As of December 31, 2025
As of December 31, 2024
Loans Receivable, at Fair Value: Skilled nursing
Senior housing Principal Balance as of December 31, 2025
Fair Value as of December 31, 2025 (1)
Principal Balance as of December 31, 2024
Fair Value as of December 31, 2024 (1)
Weighted Average Contractual Interest Rate (2), (3)
Weighted Average Contractual Interest Rate (2), (3)
Maturity Date
Mortgage secured loans receivable (4)
60 21 $ 719,314 $ 736,474 $ 658,400 $ 660,392 8.8 % 8.8 % 6/1/2026 - 9/30/2039
Mezzanine loans receivable (4)
31 2 56,976 56,476 82,287 80,612 12.1 % 12.8 % 7/25/2027 - 12/31/2034
Total $ 776,290 $ 792,950 $ 740,687 $ 741,004
Property Count and Type As of December 31, 2025
As of December 31, 2024
Loan Receivable, at Amortized Cost: U.K. Care Homes
Principal Balance as of December 31, 2025
Book Value as of December 31, 2025 (5)
Principal Balance as of December 31, 2024
Book Value as of December 31, 2024
Weighted Average Effective Interest Rate Weighted Average Effective Interest Rate Maturity Date
Mortgage secured loan receivable 1 $ 20,888 $ 21,728 $ — $ — 6.1 % N/A 9/21/2026
Total $ 20,888 $ 21,728 $ — $ —
As of December 31, 2025
As of December 31, 2024
Preferred Equity Investments:
Principal Balance as of December 31, 2025
Book Value as of December 31, 2025
Principal Balance as of December 31, 2024
Book Value as of December 31, 2024
Weighted Average Effective Interest Rate Weighted Average Effective Interest Rate Maturity Date
Preferred Equity $ 83,782 $ 84,585 $ 53,782 $ 54,199 11.5 % 11.1 % N/A
Total $ 83,782 $ 84,585 $ 53,782 $ 54,199
Property Count and Type As of December 31, 2025
As of December 31, 2024
Financing Receivable, at Fair Value: Skilled nursing
Senior housing Principal Balance as of December 31, 2025
Fair Value as of December 31, 2025 (6)
Principal Balance as of December 31, 2024
Fair Value as of December 31, 2024 (6)
Weighted Average Effective Interest Rate (7)
Weighted Average Effective Interest Rate (7)
Maturity Date
Financing Receivable 35 6 $ 91,280 $ 92,193 $ 95,723 $ 96,004 12.0 % 12.0 % 11/30/2039
Total $ 91,280 $ 92,193 $ 95,723 $ 96,004
(1) Fair value of mortgage secured loans receivable includes $ 3.9 million and $ 3.4 million of accrued interest as of December 31, 2025 and 2024, respectively. Fair value of mezzanine loans receivable includes $ 0.6 million and $ 0.9 million of accrued interest as of December 31, 2025 and 2024, respectively.
(2) Rates are net of subservicing fee, if applicable.
(3) One mortgage secured loan receivable and one mezzanine loan receivable use term secured overnight financing rate (“SOFR”), which are subject to a floor for certain of the loans. Term SOFR used as of December 31, 2025 was 3.70 %.
(4) If the Company also has extended mezzanine financing to an affiliate of the borrower under a mortgage loan receivable, the applicable property counts are included in both respective totals.
(5) Book value of loan receivable, at amortized cost, includes $ 0.4 million of loan costs as of December 31, 2025.
(6) Fair value of financing receivable includes $ 0.9 million and $ 0.3 million of accrued interest as of December 31, 2025 and 2024, respectively.
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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(7) The Company 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 % cap. The agreement provides for deferred payments equal to 2.0 % of the contractual cash yield in the first year and 0.5 % of the contractual cash yield in the second year. At the time the seller-lessee exercises its purchase options, option proceeds will be used to repay any outstanding deferred payments as well as additional payments such that the Company receives a contractual cash yield of 12.5 % on its gross investment in the applicable properties through the option exercise date. If any deferred amounts remain unpaid, beginning in year eight, the deferred amounts are to be repaid in 24 equal monthly payments. One purchase option was exercised and closed during the period; all other purchase option periods remain closed. See the Financing Receivable discussion below for additional information.
The following table summarizes the Company’s other real estate related investments activity for the years ended December 31, 2025, 2024, and 2023 (dollars in thousands):
For the Year Ended December 31,
2025
2024
2023
Origination of other real estate related investments $ 161,213 $ 607,203 $ 53,834
Accrued interest, net 1,034 2,998 388
Unrealized gain (loss) on other real estate related investments, net 15,831 9,045 ( 6,485 )
Amortization of fees ( 117 ) — —
Payments of other real estate related investments ( 73,901 ) ( 4,412 ) ( 25,537 )
Net increase in other real estate related investments $ 104,060 $ 614,834 $ 22,200
The fair value option is elected on an instrument by instrument basis and must be applied to an entire instrument and is irrevocable once elected. The Company’s primary purpose in electing the fair value option for these instruments was to ali gn with management’s view of the underlying economics of the loans and the manner in which they are managed.
2025 Other Real Estate Related Investment Transactions
On January 10, 2025, the Company advanced the second installment of a mezzanine loan for one SNF secured by a pledge of membership interests in an up-tier holding company of the borrower group for $ 6.4 million. The loan bears interest at a rate of 13 %, with annual CPI-based escalators. The mezzanine loan is set to mature on December 31, 2034. The mezzanine loan may not be prepaid in whole or in part prior to maturity. The Company elected the fair value option for the mezzanine loan.
In February 2025, the Company received a partial prepayment on one mortgage loan in the amount of $ 4.4 million in connection with the borrower’s election to release one skilled nursing facility from the loan. In April 2025, the remaining outstanding balance of $ 2.9 million was paid off.
In April 2025, one mortgage loan with a principal balance of $ 2.0 million was paid off and the Company funded a $ 9.0 million earnout on an existing $ 165.0 million mortgage loan.
On June 1, 2025, July 1, 2025 and November 14, 2025, the Company extended a mortgage loan through installments of $ 6.1 million, $ 5.0 million, and $ 14.0 million, respectively, to a skilled nursing real estate owner. The mortgage loan is secured by two SNFs and bears interest at a rate of 8.5 %, payable monthly. The mortgage loan is set to mature on May 31, 2035 and includes a one year extension option. The mortgage loan may be prepaid in whole, after the 12 th month following the loan closing, for an exit fee ranging from 0 % to 2 % of the loan plus unpaid interest payments. The Company elected the fair value option for the mortgage loan.
On September 22, 2025, the Company extended a mortgage loan of £ 15.5 million, to an existing operator. The mortgage loan is secured by one U.K. Care Homes and bears interest at a rate of 8.5 %. The mortgage loan is set to mature on September 21, 2026, and includes a put and call option, subject to certain conditions, to purchase the real estate. Upon receipt by the existing operator of certain regulatory approvals, the Company intends to exercise its option to accelerate the mortgage loan, acquire the underlying real estate securing the mortgage loan, and enter into a new long-term lease with the existing operator. This mortgage loan is reflected at amortized cost on the consolidated balance sheets. The amortized cost of a loan receivable is the outstanding unpaid principal balance, net of unamortized costs and fees directly associated with the origination of the loan. Direct loan origination costs are amortized over the term of the loan as an adjustment to interest income.
On October 31, 2025, one mezzanine loan with a principal balance of $ 35.0 million was fully prepaid, including all unpaid accrued interest.
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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
On November 14, 2025, one mortgage loan with a principal balance of $ 29.6 million was fully prepaid, including all unpaid accrued interest.
On November 25, 2025, the Company extended a $ 29.0 million mortgage loan as part of a refinance of a larger, multi-tranche real estate secured loan facility to a skilled nursing real estate owner. The secured loan was structured with an "A" tranche, a "B" tranche and a "C" tranche (with the "C" tranche being the most subordinate). The Company's $ 29.0 million loan constituted the entirety of the "B" tranche. The Company is the lender on the existing $ 75.0 million "C" tranche and $ 25.0 million mezzanine loan. The loan facility is secured by a portfolio of 18 skilled nursing facilities in the Mid-Atlantic region, operated by a large, regional skilled nursing operator. The "B" tranche of the loan bears interest at 9.69 %, less a servicing fee of 10 bps ( 0.10 %) per annum of the serviced loan. The “C” and “B” tranches are scheduled to mature on March 31, 2028, include two one-year extensions options, and may (subject to certain restrictions) be prepaid, in whole or in part, for an exit fee ranging from 0 % to 2 % of the loan plus unpaid interest payments.
On December 4, 2025, the Company extended a mezzanine loan of $ 3.3 million for one SNF located in CA secured by a pledge of membership interests in an up-tier holding company of the borrower group. The mezzanine loan bears interest at a rate of 12.50 %. The mezzanine loan is set to mature on November 30, 2030, and has a 12-month lockout period on prepayment subject to certain exceptions. The mezzanine loan may otherwise be prepaid in whole after the 12‑month lockout period.
On December 5, 2025, the Company closed on the sale of one senior housing community. In connection with the sale, the Company provided affiliates of the purchaser of the property with a $ 36.8 million mortgage loan which bears interest at a rate of 9.25 %. The mortgage loan is s ecured by one senior housing community, is set to mature on December 5, 2028 and includes a one‑year extension option. The loan has a 12-month lockout period on prepayment subject to certain exceptions. The mortgage loan may otherwise be prepaid in whole after the 12-month lockout period, subject to certain circumstances, for an exit fee ranging from 0 % to 3 % of the loan, as applicable.
2024 Other Real Estate Related Investment Transactions
On January 1, 2024, the Company closed on the sale of one ALF. In connection with the sale, the Company provided affiliates of the purchaser of the property with a $ 1.0 million mortgage loan which bears interest at a rate of 9.0 %. The mortgage loan is s ecured by the ALF and is set to mature on January 1, 2027. The mortgage loan may be prepaid in whole before the maturity date. The Company elected the fair value option for the mortgage loan.
On January 25, 2024, the Company extended a $ 9.8 million mezzanine loan for a portfolio of 10 SNFs located in Missouri secured by a pledge of membership interests in an up-tier holding company of the borrower group. The Company participated in the loan alongside a co-lender pursuant to a participation agreement entered into between the Company and the co-lender. Pursuant to such agreement, the Company provided $ 9.8 million in mezzanine loan proceeds and the co-lender provided the remaining $ 10.2 million of loan proceeds. As a participant in the loan, and subject to limited exceptions, the Company is entitled to receive its proportionate share of loan payments made by the borrower with each co-lender’s proportionate share being given equal weight. The loan bears interest at term SOFR plus 8.75 %, with a term SOFR floor of 6 %, payable monthly and net of a 0.75 % subservicing fee. Commencing on February 1, 2026, monthly principal payments shall be due. The mezzanine loan is set to mature on July 25, 2027, with two six-month extension options and may (subject to certain restrictions) be prepaid in whole before the maturity date for an exit fee ranging from 1 % to 2 % of the loan plus unpaid interest payments equal to 24 months (less the amount of monthly interest payments made by the borrower through the date of prepayment). The Company elected the fair value option for the mezzanine loan.
On February 1, 2024, the Company extended a $ 7.4 million mezzanine loan for one SNF located in California secured by a pledge of membership interests in an up-tier holding company of the borrower group. The loan bears interest at 11.5 %, payable monthly. The mezzanine loan is set to mature on January 31, 2029, and may not (subject to certain limited exceptions) be prepaid prior to the date that is 18 months following the loan closing. The Company elected the fair value option for the mezzanine loan.
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CARETRUST REIT, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
On February 2, 2024, the Company extended a $ 35.0 million mezzanine loan for a portfolio of 15 SNFs located in Virginia secured by a pledge of membership interests in an up-tier holding company of the borrower group. The Company participated in the loan alongside a co-lender pursuant to a participation agreement entered into between the Company and the co-lender. Pursuant to such agreement, the Company provided $ 35.0 million in mezzanine loan proceeds and the co-lender provided the remaining $ 50.0 million of loan proceeds. As a participant in the loan, and subject to limited exceptions, the Company is entitled to receive its proportionate share of loan payments made by the borrower with each co-lender’s proportionate share being given equal weight. The loan bears interest at term SOFR plus 8.75 %, with a term SOFR floor of 6 %, payable monthly and net of a 0.75 % subservicing fee. Commencing on February 2, 2026, monthly principal payments shall be due. The mezzanine loan is set to mature on August 1, 2027, with two six-month extension options and may (subject to certain restrictions) be prepaid in whole before the maturity date for an exit fee ranging from 1 % to 2 % of the loan plus unpaid interest payments equal to 18 months (less the amount of monthly interest payments made by the borrower through the date of prepayment). The mezzanine loan was fully prepaid in 2025, as noted above under “2025 Other Real Estate Related Investment Transactions.” The Company elected the fair value option for the mezzanine loan.
On May 1, 2024, the Company extended a $ 26.7 million mortgage loan to a skilled nursing real estate owner. The mortgage loan is secured by two SNFs and bears interest at a rate of 9.1 %, payable monthly. The mortgage loan is set to mature on May 1, 2031 and includes a one year extension option. The mortgage loan may not be prepaid prior to July 31, 2029, subject to certain limited exceptions. The mortgage loan includes a purchase option with an exercise window that opens during the initial 90-day period of each of the 4th, 5th and 6th loan years, with the purchase option price for the facilities being calculated by dividing the amount of the then annual base rent by an agreed upon lease yield. The Company elected the fair value option for the mortgage loan.
On June 3, 2024, the Company extended a $ 165.0 million mortgage loan to a regional health care real estate owner. The mortgage loan is secured by eight SNFs located in North Carolina and bears interest at a rate of SOFR plus 4.25 %, with a term SOFR floor of 5.15 %, payable monthly and net of a 0.25 % subservicing fee. Commencing on June 1, 2027, monthly principal payments will be due. The mortgage loan is set to mature on June 1, 2029, and includes two six-month extension options. The mortgage loan may not be prepaid prior to June 1, 2026, subject to certain limited exceptions. The Company elected the fair value option for the mortgage loan. Concurrently with closing, KeyBank National Association purchased a $ 75.0 million participation in the mortgage loan from the Company. On July 30, 2024, the Company exercised the call option on the $ 75.0 million secured borrowing at a call purchase price equal to the principal amount plus accrued and unpaid interest and an exit fee of $ 0.4 million. See Note 9, Debt , for additional information.
On August 1, 2024, the Company extended a $ 260.0 million mortgage loan to a skilled nursing real estate owner. The loan is secured by a first priority mortgage lien on a real estate portfolio of 37 SNFs, ALFs and multi-service campuses located in various states and bears interest at a fixed rate of 8.4 %, payable monthly. The mortgage loan is set to mature on August 1, 2029 and has a 24-month lockout period on prepayment subject to certain exceptions. The mortgage loan may otherwise be prepaid in part or in whole after the 24-month lockout period with agreed upon exit fees, as applicable. The Company elected the fair value option for the mortgage loan.
On October 1, 2024, and in connection with a $ 55.5 million skilled nursing acquisition, the Company extended a $ 19.2 million mortgage loan to a skilled nursing operator. The loan is secured by a first priority ground leasehold mortgage lien on a SNF located in Maryland and bears interest at an initial annual rate of 9.35 % with annual CPI-based escalators, payable monthly. The mortgage loan has a term of 15 years and is set to mature on September 30, 2039, with two five-year extension options. The mortgage loan provides for a put option, giving the borrower the right to require the lender to purchase the underlying ground leasehold and property associated with the mortgage loan. The exercise window for the put option is between 90 to 30 days prior to the maturity date. The mortgage loan also provides for a purchase option in favor of the Company (subject to certain requirements) with two exercise windows. The first exercise window is on or before October 1, 2026. The second purchase option window opens January 1, 2039, and remains open for 6 months. The Company elected the fair value option for the mortgage loan.
On October 1, 2024, the Company extended a $ 9.8 million mortgage loan to a skilled nursing real estate owner. The loan is secured by a first priority mortgage lien on a SNF located in Colorado and bears interest at a fixed rate of 8.5 %, payable monthly. The mortgage loan is set to mature on September 30, 2034. The mortgage provides a one-year extension option and may (subject to certain restrictions) be prepaid in whole, after the 18 th month following the loan closing, for an exit fee ranging from 0 % to 2 % of the loan plus unpaid interest payments. The Company elected the fair value option for the mortgage loan.
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CARETRUST REIT, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
On December 20, 2024, the Company extended a $ 5.1 million mezzanine loan for one multi service campus located in Maryland secured by a pledge of membership interests in an up-tier holding company of the borrower group. The loan bears interest at a rate of 13 %, with annual CPI-based escalators. The mezzanine loan is set to mature on December 31, 2034. The mezzanine loan may not be prepaid in whole or in part prior to maturity. The Company elected the fair value option for the mezzanine loan.
On December 27, 2024, the Company extended an $ 11.3 million mortgage loan to a skilled nursing real estate owner. The loan is secured by a first priority mortgage lien on one SNF located in Washington and bears interest at a fixed rate of 8.5 %. The mortgage loan is set to mature on December 27, 2034. The mortgage provides a one-year extension option and may (subject to certain restrictions) be prepaid in whole, after 18 months, for an exit fee ranging from 0 % to 2 % of the loan plus unpaid interest payments. The Company elected the fair value option for the mortgage loan.
2023 Other Real Estate Related Investment Transactions
On June 1, 2023, the Company closed on the sale of one ALF. In connection with the sale, the Company provided affiliates of the purchaser of the properties with a $ 2.0 million mortgage loan which bears interest at a rate of 9.0 %. The mortgage loan is secured by the ALF and was set to mature on May 31, 2024. The maturity date was subsequently extended to May 31, 2025. The mortgage loan was fully paid off in 2025 as noted above under “2025 Other Real estate Related Investment Transactions” for more detail. The Company elected the fair value option for the mortgage loan.
On June 29, 2023, the Company extended a $ 26.0 million mortgage loan to a skilled nursing real estate owner. The mortgage loan is secured by one SNF campus and one ILF and bears interest at a rate of 9.0 %. The mortgage loan is set to mature on June 29, 2033 and may (subject to certain restrictions) be prepaid in whole before the maturity date for an exit fee ranging from 0 % to 3 % of the loan plus unpaid interest payments. The Company elected the fair value option for the mortgage loan.
On July 17, 2023, the Company extended a $ 15.7 million mortgage loan to a skilled nursing real estate owner. The mortgage loan is secured by two SNFs and bears interest at a rate of 9.0 %. The mortgage loan is set to mature on August 1, 2028, with one five-year extension option and may (subject to certain restrictions) be prepaid in whole before the maturity date for an exit fee ranging from 2 % to 3 % of the loan plus unpaid interest payments; provided, however, that no exit fee is payable in connection with the loan being refinanced pursuant to a loan (or loans) provided by Fannie Mae, Freddie Mac, Federal Housing Administration, or a similar governmental authority. The Company elected the fair value option for the mortgage loan.
On September 29, 2023, the Company extended a $ 3.6 million mortgage loan as part of a larger, multi-tranche real estate secured term loan facility to a skilled nursing real estate owner. The secured term loan was structured with an “A” and a “B” tranche (with the payments on the “B” tranche being subordinate to the “A” tranche pursuant to the terms of a written agreement between the lenders). The Company’s $ 3.6 million secured mortgage loan constituted the entirety of the “B” tranche with its payments subordinated accordingly and bears interest at a rate of 12.0 %. The mortgage loan is secured by three SNFs. The mortgage loan is set to mature on September 29, 2026, with two six-month extension options and may (subject to certain restrictions) be prepaid in whole before the maturity date for an exit fee ranging from 0% to 2 % of any proposed financing in connection with the loan being refinanced by the U.S. Department of Housing and Urban Development (“HUD”). The Company elected the fair value option for the mortgage loan.
On November 29, 2023, the Company extended a $ 6.3 million mortgage loan to an assisted living real estate owner. The mortgage loan is secured by one ALF and bears interest at a rate of 9.9 %. The mortgage loan is set to mature on June 1, 2026, with two six-month extension options and may (subject to certain restrictions) be prepaid in whole before the maturity date for an exit fee of 2 % of the loan plus unpaid interest payments; provided, however, that no exit fee is payable in connection with the loan being refinanced pursuant to a loan (or loans) provided by Fannie Mae, Freddie Mac, Federal Housing Administration, or a similar governmental authority. The Company elected the fair value option for the mortgage loan.
On December 15, 2023, a partial payment of $ 10.5 million was made on one $ 22.3 million mortgage loan receivable. See below under “2022 Other Real Estate Related Investment Transactions” for further detail. On March 30, 2023, one $ 15.0 million mezzanine loan was prepaid in full. The $ 15.0 million mezzanine loan was originated in 2020 for nine skilled nursing facilities secured by membership interests in the borrower, with an annual interest rate of 12 %.
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CARETRUST REIT, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
Preferred Equity Investments
On June 5, 2025, the Company funded a $ 30.0 million preferred equity investment in a skilled nursing real estate owner. The Company’s initial contractual yield on its preferred equity investment is 12 %. Prepayment of the preferred equity investment is restricted, subject to certain conditions.
On August 1, 2024, the Company funded a $ 43.0 million preferred equity investment in an uptier holding company of the borrowers under the $ 260.0 million mortgage loan described above under “ 2024 Other Real Estate Related Investment Transactions.” The Company's initial contractual yield on its preferred equity investment is 11 %.
On June 3, 2024, the Company funded a $ 9.0 million preferred equity investment in an uptier parent entity of the borrower under the $ 165.0 million mortgage loan described above under “ 2024 Other Real Estate Related Investment Transactions.” The Company's initial contractual yield on its preferred equity investment is 11 %. Prepayment of the preferred equity investment is restricted, subject to certain carveouts, prior to the senior mortgage loan being paid off in full.
In December 2023, the Company completed a $ 1.8 million preferred equity investment in E3 Acquisition, LLC, which owns the borrowers under the $ 3.6 million mortgage loan noted above under “ 2023 Other Real Estate Related Investment Transactions.” The preferred equity investment yields a return of 15 % calculated on the outstanding carrying value of the investment. The preferred equity investment is expected to be repaid with proceeds from the refinancing of the Company’s $ 3.6 million mortgage loan with HUD, provided, however, that if the repayment occurs sooner than 15 months from the investment date, the Company will receive the amount had the preferred equity investment remained outstanding for the full 15 months.
Financing Receivable
On December 5, 2024, the Company invested $ 95.7 million, exclusive of transaction costs, to acquire a portfolio of 46 properties in Illinois in a sale and leaseback transaction with affiliates of Cascade Capital Partners, LLC (“Cascade”). In connection with the transaction, the Company entered into a new triple-net master lease with Cascade and provided Cascade with options to repurchase the properties, structured over multiple tranches, with various option window start dates, beginning December 1, 2024, and open through the remainder of the 15-year term. As such, the Company determined that the sale and leaseback transaction met the accounting criteria to be presented as a financing receivable on its consolidated balance sheets and recorded interest income from financing receivable on its consolidated income statements. Interest income is based on an imputed interest rate over the term of the applicable financing arrangement and as a result the interest recognized in any particular period will not equal the cash payments from the agreement in that period. In the year ended December 31, 2025, Cascade exercised one of its purchase options with respect to three facilities, reducing the outstanding principal of the financing receivable by approximately $ 4.4 million. Cash interest received from the financing receivable was $ 10.9 million and $ 0.7 million during the years ended December 31, 2025 and 2024. The Company elected the fair value option for the financing receivable.
Other Loans Receivables
As of December 31, 2025 and 2024, the Company’s other loans receivable, included in prepaid expenses and other assets, net on the Company’s consolidated balance sheets, consisted of the following (dollars in thousands):
As of December 31, 2025
As of December 31, 2024
Investment Principal Balance as of December 31, 2025
Book Value as of December 31, 2025
Principal Balance as of December 31, 2024
Book Value as of December 31, 2024
Weighted Average Contractual Interest Rate Weighted Average Contractual Interest Rate Maturity Date
Other loans receivable $ 29,509 $ 30,217 $ 21,979 $ 22,010 8.4 % 9.0 % 6/1/2026 - 12/31/2030
Expected credit loss — ( 6,994 ) — ( 6,994 )
Total $ 29,509 $ 23,223 $ 21,979 $ 15,016
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CARETRUST REIT, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
The following table summarizes the Company’s other loans receivable activity for the years ended December 31, 2025, 2024 and 2023 (dollars in thousands):
For the Year Ended December 31,
2025
2024
2023
Origination of loans receivable $ 1,762 $ 4,985 $ 8,486
Assumption of other loans receivable in connection with the Acquisition (1)
6,990 — —
Principal payments ( 1,222 ) ( 100 ) ( 988 )
Accrued interest, net 677 ( 31 ) 58
Provision for loan losses — ( 4,900 ) —
Net increase (decrease) in other loans receivable $ 8,207 $ ( 46 ) $ 7,556
(1) In connection with the Acquisition, the Company assumed other loans receivable, including one for $ 6.7 million related to the development of a U.K. Care Home. Upon certain conditions being met, a put option by the operator or a call option by the Company may each be exercised providing for the Company’s acquisition of the development for an additional $ 3.6 million. If these options are not exercised the loan becomes repayable in June 2026.
Expected credit losses and recoveries are recorded in provision for loan losses in the consolidated income statements. During the year ended December 31, 2025, the Company had no additional expected credit loss and did not consider any loans receivable investment to be impaired. During the year ended December 31, 2024, the Company recorded a $ 4.9 million expected credit loss related to one other loan receivable with a principal balance of $ 4.9 million that has been placed on non-accrual status. During the year ended December 31, 2023, the Company had no additional expected credit loss and did not consider any loan receivable investments to be impaired.
The following table summarizes the interest and other income recognized from the other real estate related investments, other loans receivable, and other investments during the years ended December 31, 2025, 2024 and 2023 ( dollars in thousands):
For the Year Ended December 31,
Investment 2025 2024 2023
Mortgage secured loans receivable $ 59,680 $ 35,972 $ 13,329
Mezzanine loans receivable 10,705 9,456 3,683
Preferred equity investments 8,217 2,826 18
Other loans receivable 2,049 1,227 847
Financing receivable 11,492 1,009 —
Other (1)
14,831 17,535 1,294
Total $ 106,974 $ 68,025 $ 19,171
(1) Other income is comprised of interest income on money market funds and escrow deposits.
7. DERIVATIVES AND HEDGING
The Company estimates the fair value of derivative instruments, including its interest rate caps, swaps and foreign currency forwards, using the assistance of a third party using inputs that are observable in the market, which include forward yield curves and other relevant information.
In connection with the Acquisition, the Company assumed Care REIT’s two outstanding interest rate caps with an aggregate £ 100.0 million in notional value to mitigate the interest rate risk of the variable rate secured revolving credit facilities. The interest rate derivatives were not designated as a hedge in qualifying hedging relationships. In July 2025, the Company paid off its variable rate secured revolving credit facilities and terminated the interest rate cap instruments associated with them. See Note 9, Debt , for additional information. The Company recorded a $ 0.2 million net gain in interest expense related to the interest rate caps during the year ended December 31, 2025.
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CARETRUST REIT, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
In June 2025, the Company entered into four foreign currency forward contracts with £ 31.0 million in notional value issued at a weighted average GBP-USD exchange rate of 1.34 that are designated as cash flow hedges. The Company entered into cash flow hedges to hedge the foreign currency risk of intercompany loans denominated in GBP.
On July 10, 2025, the Company entered into two interest rate swaps, with a notional amount of $ 250.0 million each, to hedge the variable cash flows associated with the Term Loan Facility (as defined below). The interest rate swaps convert the Term Loan Facility’s Term SOFR rate to an effective fixed interest rate of 3.5 %. The Company’s objective in using interest rate derivatives is to change variable interest rates to fixed interest rates by using interest rate swaps. Interest rate swaps designated as cash flow hedges involve the receipt of variable-rate amounts from a counterparty in exchange for the Company making fixed-rate payments over the term of the agreements without exchange of the underlying notional amount.
The following table summarizes the terms and fair values of the Company’s derivative financial instruments as of December 31, 2025:
Derivative Notional Amount (in thousands)
Maturity or Settlement Date Index Strike Rate Fair Value as of December 31, 2025 (in thousands)
Cash flow hedge £ 7,656 March 2026 GBP-USD exchange rate $ 1.34 ( 67 )
Cash flow hedge £ 7,741 June 2026 GBP-USD exchange rate $ 1.34 ( 67 )
Interest rate swap $ 250,000 June 2028 USD-SOFR 3.5 % ( 1,543 )
Interest rate swap $ 250,000 June 2028 USD-SOFR 3.5 % ( 1,543 )
The table below presents the effect of cash flow hedge accounting on accumulated other comprehensive income (loss) for the year ended December 31, 2025 (dollars in thousands):
Gain (loss) recognized in Other Comprehensive Income (Loss) Gain (loss) reclassified from Accumulated Other Comprehensive Income (Loss) into Income Income Statement Location
For the year ended December 31, 2025
For the year ended December 31, 2025
Cash flow hedge $ 276 $ ( 142 ) Gain/loss on foreign currency transaction
Interest rate swap 1,438 1,648 Interest expense
$ 1,714 $ 1,506
The Company estimates that an additional $ 0.7 million will be reclassified from accumulated other comprehensive income as a net increase to interest expense and $ 0.1 million will be reclassified from accumulated other comprehensive income to loss on foreign currency transactions over the next 12 months.
8. FAIR VALUE MEASUREMENTS
The Company determines fair value based on quoted prices when available or through the use of alternative approaches, such as discounting the expected cash flows using market interest rates commensurate with the credit quality and duration of the investment. GAAP guidance defines three levels of inputs that may be used to measure fair value:
Level 1 – Quoted prices in active markets for identical assets and liabilities that the reporting entity has the ability to access at the measurement date.
Level 2 – Inputs other than quoted prices included within Level 1 that are observable for the asset or liability or can be corroborated with observable market data for substantially the entire contractual term of the asset or liability.
Level 3 – Unobservable inputs reflect the entity’s own assumptions about the assumptions that market participants would use in the pricing of the asset or liability and are consequently not based on market activity, but rather through particular valuation techniques.
The determination of where an asset or liability falls in the hierarchy requires significant judgment and considers factors specific to the asset or liability. In instances where the determination of the fair value measurement is based on inputs
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CARETRUST REIT, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
from different levels of the fair value hierarchy, the level in the fair value hierarchy within which the entire fair value measurement falls is based on the lowest level input that is significant to the fair value measurement in its entirety. The Company evaluates its hierarchy disclosures each quarter and, depending on various factors, it is possible that an asset or liability may be classified differently from quarter to quarter. Changes in the type of inputs may result in a reclassification for certain assets. The Company does not expect that changes in classifications between levels will be frequent.
Items Measured at Fair Value on a Recurring Basis
The following table presents information about the Company’s assets measured at fair value on a recurring basis as of December 31, 2025 and 2024, aggregated by the level in the fair value hierarchy within which those instruments fall (dollars in thousands):
Level 1 Level 2 Level 3 Balance as of December 31, 2025
Assets:
Mortgage secured loans receivable $ — $ — $ 736,474 $ 736,474
Mezzanine loan receivable — — 56,476 56,476
Financing receivable — — 92,193 92,193
Total assets $ — $ — $ 885,143 $ 885,143
Liabilities:
Cash flow hedges $ — $ 3,220 $ — $ 3,220
Total liabilities $ — $ 3,220 $ — $ 3,220
Level 1 Level 2 Level 3 Balance as of December 31, 2024
Assets:
Mortgage secured loans receivable $ — $ — $ 660,392 $ 660,392
Mezzanine loans receivable — — 80,612 80,612
Financing receivable — — 96,004 96,004
Total $ — $ — $ 837,008 $ 837,008
The following table details the Company’s assets measured at fair value on a recurring basis using Level 3 inputs (dollars in thousands):
Investments in Real Estate Secured Loans Investments in Mezzanine Loans Investment in Financing Receivable
Balance as of December 31, 2024
$ 660,392 $ 80,612 $ 96,004
Originations 99,815 9,690 —
Accrued interest, net 447 ( 285 ) 632
Unrealized gain, net 14,721 1,459 —
Payments ( 38,901 ) ( 35,000 ) ( 4,443 )
Balance as of December 31, 2025
$ 736,474 $ 56,476 $ 92,193
Real estate secured and mezzanine loans receivable: The fair value of the secured and mezzanine loans receivables were estimated using an internal valuation model that considered the expected future cash flows of the investment, the underlying collateral value, market interest rates and other credit enhancements. As such, the Company classifies each instrument as Level 3 due to the significant unobservable inputs used in determining market interest rates for investments with similar terms. During the year ended December 31, 2025, the Company recorded a net unrealized gain of $ 16.2 million on its secured and mezzanine loans receivable, to bring the interest rates in line with market rates. Future changes in market interest rates or collateral value could materially impact the estimated discounted cash flows that are used to determine the fair value of the secured and mezzanine loans receivable. During the year ended December 31, 2024, the Company recorded a net unrealized gain of $ 9.0 million on its secured and mezzanine loans receivable, to bring the interest rates in line with market rates. Future changes in market interest rates or collateral value could materially impact the estimated discounted cash flows that are used to determine the fair value of the secured and mezzanine loans receivable. As of December 31, 2025 and 2024, the Company did not have any loans that were 90 days or more past due.
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CARETRUST REIT, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
The following table shows the quantitative information about unobservable inputs related to the Level 3 fair value measurements comprising the investments in secured and mezzanine loans receivables as of December 31, 2025 :
Type Book Value as of December 31, 2025
Valuation Technique Unobservable Inputs Range
Mortgage secured loans receivable $ 736,474 Discounted cash flow Discount Rate 7 % - 13 %
Mezzanine loan receivable 56,476 Discounted cash flow Discount Rate 10 % - 13 %
Derivative instruments: The Company estimates the fair value of derivative instruments, including its interest rate caps, swaps and foreign currency forwards, using the assistance of a third party using inputs that are observable in the market, which include forward yield curves and other relevant information.
Financing receivable: The fair value is determined using a widely accepted valuation technique, discounted cash flow analysis on the expected cash flows. The discount rate used to value the future cash inflows of the financing receivable at both December 31, 2025 and 2024 was 12.0 %.
For the years ended December 31, 2025 and 2024, there were no classification changes in assets and liabilities with Level 3 inputs in the fair value hierarchy.
Items Measured at Fair Value on a Non-Recurring Basis
Real Estate Investments: The Company performs quarterly impairment review procedures, primarily through continuous monitoring of events and changes in circumstances that could indicate the carrying value of its real estate assets may not be recoverable. The Company estimates fair values using Level 3 inputs and uses a combined income and market approach. Specifically, the fair value of the real estate investment is based on current market conditions and considers matters such as the forecasted operating cash flows, lease coverage ratios, capitalization rates, comparable sales data, and, where applicable, contracts or the results of negotiations with purchasers or prospective purchasers. For the years ended December 31, 2025, 2024 and 2023, the Company recorded impairment charges of $ 2.5 million, $ 42.2 million and $ 36.3 million, respectively. See Note 5, Impairment of Real Estate Investments, Assets Held for Sale, Net and Asset Sales, for additional information.
Items Disclosed at Fair Value
Considerable judgment is necessary to estimate the fair value disclosure of financial instruments. The estimates of fair value presented herein are not necessarily indicative of the amounts that could be realized upon disposition of the financial instruments. A summary of the face value, carrying amount and fair value of the Company’s preferred equity investments and the Notes (as defined in Note 9, Debt , below) as of December 31, 2025 and 2024 is as follows (dollars in thousands):
December 31, 2025 December 31, 2024
Level Face
Value Carrying
Amount Fair
Value Face
Value Carrying
Amount Fair
Value
Financial assets:
Preferred equity investments 3 $ 83,782 $ 84,585 $ 84,585 $ 53,782 $ 54,199 $ 54,199
Financial liabilities:
Senior unsecured notes payable 2 $ 400,000 $ 397,816 $ 394,216 $ 400,000 $ 396,927 $ 381,812
Cash and cash equivalents, accounts and other receivables, accounts payable, and accrued liabilities: The carrying values for these instruments approximate their fair values due to the short-term nature of these instruments.
Preferred equity investments: The fair values of the preferred equity investments were estimated using an internal valuation model that considered the expected future cash flows of the investments, the underlying collateral value, market interest rates and other credit enhancements. The Company utilized discount rates ranging from 11 % to 15 % in its fair value calculations. As such, the Company classifies these instruments as Level 3.
Loan receivable, at amortized cost: The carrying value of the loan receivable at amortized cost approximates fair value due to the short-term nature of this instrument.
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CARETRUST REIT, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
Senior unsecured notes payable : The fair value of the Notes was determined using third party quotes derived from orderly trades.
Unsecured revolving credit facility and senior unsecured term loan: The fair values approximate their carrying values as the interest rates are variable and approximate prevailing market interest rates and spreads for similar debt arrangements.
9. DEBT
The following table summarizes the balance of the Company’s indebtedness as of December 31, 2025 and 2024 (dollars in thousands):
December 31, 2025 December 31, 2024
Principal Deferred Carrying Principal Deferred Carrying
Amount Loan Fees Amount Amount Loan Fees Amount
Senior unsecured notes payable $ 400,000 $ ( 2,184 ) $ 397,816 $ 400,000 $ ( 3,073 ) $ 396,927
Senior unsecured term loan 500,000 ( 3,596 ) 496,404 — — —
Total $ 900,000 $ ( 5,780 ) $ 894,220 $ 400,000 $ ( 3,073 ) $ 396,927
Senior Unsecured Notes Payable
2028 Senior Notes. On June 17, 2021, the Company’s operating subsidiary, CTR Partnership, L.P. (the “Operating Partnership”), and its wholly owned subsidiary, CareTrust Capital Corp. (together with the Operating Partnership, the “Issuers”) completed a private offering of $ 400.0 million aggregate principal amount of 3.875 % Senior Notes due 2028 (the “Notes”) to persons reasonably believed to be qualified institutional buyers pursuant to Rule 144A and to non-U.S. persons outside the United States in reliance on Regulation S under the Securities Act of 1933, as amended. The Notes were issued at par, resulting in gross proceeds of $ 400.0 million and net proceeds of approximately $ 393.8 million after deducting underwriting fees and other offering expenses. The Notes mature on June 30, 2028. The Notes accrue interest at a rate of 3.875 % per annum payable semiannually in arrears on June 30 and December 30 of each year, commencing on December 30, 2021.
The Issuers may redeem some or all of the Notes at any time prior to March 30, 2028 at a price equal to 100 % of the principal amount of the Notes redeemed plus accrued and unpaid interest on the Notes, if any, to, but not including, the redemption date, plus a “make-whole” premium. At any time on or after March 30, 2028, the Issuers may redeem some or all of the Notes at a redemption price equal to 100 % of the principal amount of the Notes redeemed plus accrued interest on the Notes, if any, to, but not including, the redemption date. If certain changes of control of the Company occur, the Issuers will be required to make an offer to holders of the Notes to repurchase their Notes at a price of 101 % of their principal amount plus accrued and unpaid interest, if any, to, but not including, the repurchase date.
The obligations under the Notes are fully and unconditionally guaranteed, jointly and severally, on an unsecured basis, by the Company and all of CareTrust’s existing and future subsidiaries (other than the Issuers) that guarantee obligations under the Amended Credit Facility (as defined below); provided, however, that such guarantees are subject to automatic release under certain customary circumstances.
The indenture governing the Notes contains customary covenants such as limiting the ability of the Company and its restricted subsidiaries to: incur or guarantee additional indebtedness; incur or guarantee secured indebtedness; pay dividends or distributions on, or redeem or repurchase, capital stock; make certain investments or other restricted payments; sell assets; enter into transactions with affiliates; merge or consolidate or sell all or substantially all of their assets; and create restrictions on the ability of the Issuers and their restricted subsidiaries to pay dividends or other amounts to the Issuers. The indenture governing the Notes also requires the Company and its restricted subsidiaries to maintain a specified ratio of unencumbered assets to unsecured indebtedness. These covenants are subject to a number of important and significant limitations, qualifications and exceptions. The indenture governing the Notes also contains customary events of default.
As of December 31, 2025, the Company was in compliance with all applicable financial covenants under the indenture governing the Notes.
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CARETRUST REIT, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
Unsecured Revolving Credit Facility and Term Loan
On December 18, 2024, the Operating Partnership, as the borrower, the Company, as guarantor, CareTrust GP, LLC, and certain of the Operating Partnership’s wholly owned subsidiaries, entered into a third amended and restated credit and guaranty agreement with KeyBank National Association, as administrative agent, an issuing bank and swingline lender (as amended from time to time, the “Third Amended Credit Agreement”). The Third Amended Credit Agreement, which amended and restated the Second Amended Credit Agreement (as defined below) provides for an upsized unsecured revolving credit facility (the “Third Amended Revolving Facility”) with revolving commitments in an aggregate principal amount of $ 1.2 billion, including a letter of credit subfacility for 10 % of the then available revolving commitments and a swingline loan subfacility for 10 % of the then available revolving commitments. Future borrowings under the Third Amended Revolving Facility will be used for working capital purposes, for capital expenditures, to fund acquisitions and for general corporate purposes.
On May 30, 2025, the Operating Partnership entered into a first amendment to the Third Amended Credit Agreement (the “First Amendment to the Third Amended Credit Agreement”). The First Amendment to the Third Amended Credit Agreement provides for an unsecured term loan facility (the “Term Loan Facility”) with term loan commitments in an aggregate principal amount of $ 500.0 million in addition to the Third Amended Revolving Facility.
On January 14, 2026, the Operating Partnership entered into a second amendment to the Third Amended Credit Agreement (the “Second Amendment to the Third Amended Credit Agreement”). The Second Amendment to the Third Amended Credit Agreement amended the definition of Permitted Encumbrances to include liens on assets located in the United Kingdom or on equity interests of any person owning such assets, in each case, securing intercompany loans.
On December 16, 2022, the Operating Partnership, as the borrower, the Company, as guarantor, CareTrust GP, LLC, and certain of the Operating Partnership’s wholly owned subsidiaries, entered into a second amended and restated credit and guaranty agreement with KeyBank National Association, as administrative agent, an issuing bank and swingline lender (as amended from time to time, the “Second Amended Credit Agreement”). The Second Amended Credit Agreement, which amended and restated the Company’s amended and restated credit and guaranty agreement, dated as of February 8, 2019 (as amended, the “Prior Credit Agreement”) provided for: (i) an unsecured revolving credit facility (the “Prior Revolving Facility”) with revolving commitments in an aggregate principal amount of $ 600.0 million, including a letter of credit subfacility for 10 % of the then available revolving commitments and a swingline loan subfacility for 10 % of the then available revolving commitments and (ii) the continuation of the unsecured term loan credit facility which was previously extended under the Prior Credit Agreement (the “Term Loan” and together with the Prior Revolving Facility, the “Second Amended Credit Facility”) in an aggregate principal amount of $ 200.0 million.
On October 10, 2023, the Operating Partnership, the Company, CareTrust GP, LLC, certain of the Operating Partnership’s wholly owned subsidiaries and KeyBank National Association entered into the First Amendment to the Second Amended Credit Agreement (the “First Amendment”). The First Amendment restated the definition of Consolidated Total Asset Value to include net proceeds from at-the-market forward commitments executed but not yet closed as of the relevant date as if such proceeds had actually been received.
The interest rates applicable to loans under the Third Amended Revolving Facility are, at the Operating Partnership’s option, equal to either a base rate plus a margin ranging from 0.05 % to 0.55 % per annum or Term SOFR or Daily Simple SOFR (each as defined in the Third Amended Credit Agreement) plus a margin ranging from 1.05 % to 1.55 % per annum based on the debt to asset value ratio of the Company and its consolidated subsidiaries (subject to decrease at the Operating Partnership’s election if the Company obtains certain specified investment grade ratings on its senior long-term unsecured debt). The interest rates applicable to loans under the Term Loan Facility are, at the Operating Partnership’s option, equal to either a base rate plus a margin ranging from 0.10 % to 0.80 % per annum or Term SOFR or Daily Simple SOFR (each as defined in the Third Amended Credit Agreement) plus a margin ranging from 1.10 % to 1.80 % per annum based on the debt to asset value ratio of the Company and its consolidated subsidiaries (subject to decrease at the Operating Partnership’s election if we obtain certain specified investment grade ratings on its senior long-term unsecured debt). In addition, the Operating Partnership will pay a facility fee on the revolving commitments under the Third Amended Revolving Facility ranging from 0.15 % to 0.35 % per annum, based on the debt to asset value ratio of the Company and its consolidated subsidiaries (unless the Company obtains certain specified investment grade ratings on its senior long-term unsecured debt and the Operating Partnership elects to decrease the applicable margin as described above, in which case the Operating Partnership will pay a
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facility fee on the revolving commitments ranging from 0.125 % to 0.30 % per annum based on the credit ratings of the Company’s senior long-term unsecured debt).
On September 19, 2024 (the “Prepayment Date”), the Company elected to prepay all $ 200.0 million aggregate principal amount of the outstanding Term Loan. The Term Loan was prepaid at the principal amount of the Term Loan, plus accrued and unpaid interest thereon up to, but not including, the Prepayment Date. During the year ended December 31, 2024, the Company recorded a loss on extinguishment of debt of $ 0.3 million related to the write-off of deferred financing costs associated with the prepayment of the Term Loan.
As of December 31, 2025, the Operating Partnership had $ 500.0 million of borrowings outstanding under the Term Loan Facility and no borrowings outstanding under the Third Amended Revolving Facility.
The Third Amended Revolving Facility has a maturity date of February 9, 2029, and includes, at the sole discretion of the Operating Partnership, two six-month extension options. The Term Loan Facility has a maturity date of May 30, 2030.
The Third Amended Credit Facility is guaranteed, jointly and severally, by the Company and its wholly owned subsidiaries that are party to the Third Amended Credit Agreement (other than the Operating Partnership). The Third Amended Credit Agreement contains customary covenants that, among other things, restrict, subject to certain exceptions, the ability of the Company and its subsidiaries to grant liens on their assets, incur indebtedness, sell assets, make investments, engage in acquisitions, mergers or consolidations, amend organizational documents and pay certain dividends and other restricted payments. The Third Amended Credit Agreement requires the Company to comply with financial maintenance covenants to be tested quarterly, consisting of a maximum debt to asset value ratio, a minimum fixed charge coverage ratio, a minimum tangible net worth, a maximum secured debt to asset value ratio, a maximum unsecured debt to unencumbered properties asset value ratio and a minimum unsecured interest coverage ratio. The Third Amended Credit Agreement also contains certain customary events of default, including the failure to make timely payments under the Third Amended Credit Facility or other material indebtedness, the failure to satisfy certain covenants (including the financial maintenance covenants), the occurrence of change of control and specified events of bankruptcy and insolvency.
As of December 31, 2025, the Company was in compliance with all applicable financial covenants under the Third Amended Credit Agreement.
Secured Borrowing
On June 3, 2024, KeyBank National Association purchased a $ 75.0 million undivided participation interest in a $ 165.0 million mortgage loan from the Company (see Note 6, Other Real Estate Related and Other Investments , for additional information), which bore interest at a rate of SOFR, with a term SOFR floor of 3.00 %, plus 2.5 % or 2.25 %, depending on the debt yield of the loan, and payable monthly. As the transaction did not qualify as a sale in accordance with GAAP, the Company recorded the participation interest as a secured borrowing in the amount of $ 75.0 million in the consolidated balance sheet. The participating interest could be prepaid in whole before the maturity date for an exit fee of up to 0.50 % of the loan plus unpaid interest . The participation interest provided for a put option, subject to certain restrictions, and a call option for the then-outstanding loan amount plus accrued and unpaid interest. On July 30, 2024, the Company exercised the call option on the $ 75.0 million secured borrowing and recorded a loss on extinguishment of debt of $ 0.4 million related to the exit fee. The exit fee is included in loss on extinguishment of debt in the consolidated income statements.
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Debt Assumed in Connection with the Acquisition and Subsequently Paid Off
On May 8, 2025, upon consummation of the Acquisition, the Company assumed secured revolving credit facilities and secured notes payable with an outstanding balance of $ 154.0 million and $ 99.8 million, respectively. The terms of the debt were as follows:
Clydesdale Bank PLC (“Virgin”) HSBC UK Bank Plc (“HSBC”) National Westminster Bank Plc (“NatWest”) Secured notes payable (tranche A) Secured notes payable (tranche B)
Facility Type Revolving credit facility Revolving credit facility Revolving credit facility Private placement Private placement
Maturity date December 2029 April 2026 June 2029 December 2035 June 2035
Base rate SONIA SONIA SONIA N/A N/A
Margin (1)
2.00 % 2.00 % 2.00 % N/A N/A
Fixed interest rate N/A N/A N/A 2.93 % 3.00 %
(1) SONIA used at time of prepayment was 4.22 %.
On July 8, 2025, the Company repaid in full the secured notes payable. The aggregate payoff amount of £ 75.5 million consisted of outstanding principal of £ 75.0 million and accrued and unpaid interest of approximately £ 0.5 million.
On July 31, 2025, the Company repaid in full and terminated the secured revolving credit facilities. The aggregate payoff amount of £ 116.5 million consisted of outstanding principal of £ 115.8 million, accrued and unpaid interest of approximately £ 0.4 million and a prepayment penalty of £ 0.3 million. In connection with the payoff of the secured revolving credit facilities, the Company terminated the interest rate caps associated with this variable rate debt. See Note 7, Derivatives And Hedging , for additional information.
Schedule of Debt Maturities
The following is a schedule of maturities for the Company’s outstanding debt as of December 31, 2025 (dollars in thousands):
Year Term Loan Senior Unsecured Notes Total
2026 $ — $ — $ —
2027 — — —
2028 — 400,000 400,000
2029 — — —
2030 500,000 — 500,000
Thereafter — — —
Total Debt $ 500,000 $ 400,000 $ 900,000
As of December 31, 2025, the weighted average interest rate of the Company’s debt was 4.29 %, inclusive of the effects of interest rate swap agreements.
10. EQUITY AND REDEEMABLE NONCONTROLLING INTERESTS
Common Stock
Public Offering of Common Stock —On August 14, 2025, the Company completed an underwritten public offering of 23.0 million newly issued shares of its common stock at a price per share of $ 32.00 , resulting in gross proceeds of $ 736.0 million. The Company used a portion of the proceeds to pay down the outstanding revolving credit facility and intends to use the remaining proceeds to fund acquisitions.
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At-The-Market Offering —On January 21, 2025, the Company entered into a new equity distribution agreement to issue and sell, from time to time, up to $ 750.0 million in aggregate offering price of its common stock through an “at-the-market” equity offering program (the “New ATM Program”) and terminated its previous $ 750.0 million “at-the-market” equity offering program (together, with all previous at-the-market equity offering programs, the “Previous ATM Programs” and together with the New ATM Program, the “ATM Program”). In addition to the issuance and sale of shares of its common stock, the ATM Program also provides for the ability to enter into one or more forward sales agreements (each, an “ATM forward contract”) with sales agents for the sale of the Company’s shares of common stock under the ATM Program.
In the event the Company enters into an ATM forward contract to sell shares of common stock pursuant to the ATM Program, the Company would expect to fully physically settle forward equity sales by delivery of shares of common stock to the forward purchaser and receive cash proceeds upon one or more settlement dates, which are typically a one-year term, at the Company’s discretion, prior to the final settlement date, at which time the Company would expect to receive aggregate net cash proceeds at settlement equal to the number of shares sold on a forward basis multiplied by the relevant forward price per share. The weighted average forward sale price that the Company would expect to receive upon physical settlement would be subject to adjustment for (i) a floating interest rate factor equal to a specified daily rate less a spread, (ii) the forward purchaser’s stock borrowing costs and (iii) scheduled dividends through the settlement.
During the year ended December 31, 2025, the Company entered into ATM forward contracts 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. For the shares subject to the ATM forward contracts, the Company will not receive any proceeds from sales of those shares of common stock by the forward sellers until the forward contracts are settled.
The following tables summarize ATM Program activity (or activity under any predecessor at-the-market equity offering programs) for the years ended December 31, 2025, 2024 and 2023 (in thousands, except per share amounts):
For the Year Ended December 31,
2025 2024 2023
Number of shares 12,608 40,986 30,869
Average sales price per share $ 29.34 $ 26.35 $ 20.86
Gross proceeds (1)
$ 369,871 $ 1,079,852 $ 643,802
(1) Total gross proceeds is before $ 4.6 million, $ 13.4 million, and $ 8.3 million of commissions paid to the sales agents and forward adjustments during the years ended December 31, 2025, 2024 and 2023, respectively, under the ATM Program. In addition, total gross proceeds is before other costs related to the ATM Program.
As of December 31, 2025, the Company had $ 137.6 million available for future issuances under the ATM Program. See Note 18, Subsequent Events , for additional information on the Company’s ATM Program subsequent to December 31, 2025.
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Dividends on Common Stock — The following table summarizes the cash dividends per share of common stock declared by the Company’s board of directors for 2025, 2024 and 2023 (dollars in thousands, except per share amounts):
For the Three Months Ended
2025 March 31, June 30, September 30, December 31,
Dividends declared per share $ 0.335 $ 0.335 $ 0.335 $ 0.335
Dividends payment date April 15, 2025 July 15, 2025 October 15, 2025 January 15, 2026
Dividends payable as of record date $ 63,053 $ 67,100 $ 74,806 $ 74,806
Dividends record date March 31, 2025 June 30, 2025 September 30, 2025 December 31, 2025
2024
Dividends declared per share $ 0.29 $ 0.29 $ 0.29 $ 0.29
Dividends payment date April 15, 2024 July 15, 2024 October 15, 2024 January 15, 2025
Dividends payable as of record date $ 41,192 $ 44,721 $ 49,721 $ 54,388
Dividends record date March 28, 2024 June 28, 2024 September 30, 2024 December 31, 2024
2023
Dividends declared per share $ 0.28 $ 0.28 $ 0.28 $ 0.28
Dividends payment date April 14, 2023 July 14, 2023 October 13, 2023 January 12, 2024
Dividends payable as of record date [1]
$ 27,846 $ 27,853 $ 32,403 $ 36,531
Dividends record date March 31, 2023 June 30, 2023 September 29, 2023 December 29, 2023
(1) Dividends payable includes dividends on performance stock awards that will be paid if and when the shares subject to such awards vest if deemed probable of meeting their performance condition.
Redeemable Noncontrolling Interests
Arrangements with noncontrolling interest holders are assessed for appropriate balance sheet classification based on the redemption and other rights held by the noncontrolling interest holder. Two of the Company’s noncontrolling interest holders have the ability to put their equity interests to the Company during specified option exercise periods, subject to certain conditions. The put options are payable in cash and subject to changes in redemption value. Accordingly, the Company records the redeemable noncontrolling interests outside of permanent equity. The redeemable noncontrolling interests are adjusted for additional contributions and distributions and the proportionate share of the net earnings or losses. When the redemption of the noncontrolling interests becomes probable, the Company will record the redeemable noncontrolling interests at the greater of their carrying amounts or redemption values at the end of each reporting period by making an election either to accrete changes in the redemption values of the redeemable noncontrolling interests over the period from the date it is probable of exercise to the earliest redemption date or to recognize the entire adjustment on the date redemption becomes probable. In addition to the rights of the redeemable noncontrolling interest holders, the Company has the ability to call the interests of the noncontrolling interest holders during specified option exercise periods.
As of December 31, 2025, the redeemable noncontrolling interests did not meet the conditions for redemption.
11. STOCK-BASED COMPENSATION
All stock-based awards are subject to the terms of the CareTrust REIT, Inc. and CTR Partnership, L.P. Incentive Award Plan (the “Plan”). The Plan provides for the granting of stock-based compensation, including stock options, restricted stock, performance awards, restricted stock units, relative total stockholder return-based stock awards and other incentive awards to officers, employees and directors in connection with their employment with or services provided to the Company. Under the Plan, 5,000,000 shares have been authorized for awards.
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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
Under the Plan and for the periods presented, restricted stock awards (“RSAs”) typically vest in equal annual installments over a three year period. The board of directors granted certain RSAs in 2025 (“2025 RSAs”) which vest in one installment over one year . RSAs granted to non-employee members of the board of directors (“Board Awards”) vest in full on the earlier to occur of the Company’s next Annual Meeting of Stockholders or one year . Performance stock awards (“PSAs”) granted were subject to both time and performance based conditions and vest over a one -to three year period for PSAs granted in 2021. The amount of such PSAs that ultimately vested was dependent on the Company’s Normalized Funds from Operations (“NFFO”) per share, as defined by the Compensation Committee, meeting or exceeding a specified per share amount for the applicable vesting period. Relative total shareholder return units (“TSR Units”) granted since 2021 are subject to both time and market based conditions and cliff vest after a three-year period. The amount of such market awards that will ultimately vest is dependent on the Company’s total shareholder return (“TSR”) performance relative to a custom TSR peer group consisting of other publicly traded healthcare REITs and will range from 0 % to 200 % of the TSR Units initially granted. The RSAs and Board Awards are valued on the date of grant based on the closing price of the Company’s common stock, while the TSR Units are valued on the date of grant using a Monte Carlo valuation model. The vesting of certain awards may accelerate, as defined in the grant agreement, upon retirement, a change in control or other events.
The following table summarizes the status of the restricted stock award activity for the year ended December 31, 2025:
Shares Weighted Average Share Price
Unvested balance at December 31, 2024 552,999 $ 23.86
Granted:
RSAs 148,495 27.29
Board Awards 20,148 28.79
Vested ( 167,663 ) 21.52
Unvested balance at December 31, 2025 553,979 $ 25.67
As of December 31, 2025, the weighted-average remaining vesting period of such awards was 1.0 year.
The following table summarizes the Company’s RSA and Board Award grants during the year ended December 31, 2025 (dollars in thousands, except per share amounts):
Grants Vested
Shares Weighted Average Share Price Grant Date Fair Value Shares Vest Date Fair Value
During year ended December 31, 2025 (1)
RSAs 148,495 $ 27.29 $ 4,052 145,951 $ 3,868
Board Awards 20,148 28.79 580 21,712 610
(1) The Compensation Committee granted annual awards for 2026 in January 2026.
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The following table summarizes the Company’s RSA and Board Award grants during the years ended December 31, 2024 and 2023 (dollars in thousands, except per share amounts):
Grants
Shares Weighted Average Share Price Grant Date Fair Value
During year ended December 31, 2024 (1)
RSAs 225,815 $ 27.38 $ 6,183
Board Awards 21,712 23.95 520
During year ended December 31, 2023 (2)
RSAs 166,122 $ 22.41 $ 3,722
Board Awards 24,768 19.38 480
(1) The Compensation Committee granted annual awards for 2025 in December 2024.
(2) The Compensation Committee granted annual awards for 2024 in December 2023.
The fair value of the TSR Units is estimated on the date of the grant using a Monte Carlo valuation model. The risk-free rate is based on the U.S. Treasury yield curve in effect at the grant date for the expected performa nce period. Expected volatility is based on historical volatility for the most recent weighted average period ending on the grant date for the Company and the selected TSR peer group, and is calculated on a daily basis. The following table reflects the weighted-average key assumptions used in this valuation for awards granted during the years ended December 31, 2024 and 2023 :
For the Year Ended December 31, 2024
For the Year Ended December 31, 2023
Risk-free interest rate 4.30 % 4.08 %
Expected stock price volatility 24.45 % 26.44 %
Expected service period 3.03 years 3.04 years
Expected dividend yield (assuming full reinvestment) — % — %
Weighted average fair value per share at date of grant $ 34.10 $ 27.41
The total fair value of the TSR Units granted during the years ended December 31, 2024 and 2023 was $ 4.9 million and $ 2.9 million, respectively.
The following table summarizes the stock-based compensation expense recognized (dollars in thousands):
For the Year Ended December 31,
2025 2024 2023
Stock-based compensation expense $ 11,896 $ 6,130 $ 5,153
As of December 31, 2025, there wa s $ 8.7 million o f unamortized stock-based compensation expense related to the unvested RSAs, Board Awards, and TSR Units.
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12. INCOME TAXES
The Company elected to be taxed as a REIT for U.S. federal income tax purposes beginning with the taxable year ended December 31, 2014. To maintain REIT status, the Company must meet a number of organizational and operational requirements, including a requirement to distribute at least 90% of its REIT taxable income, determined without regard to the dividends paid deduction and excluding any net capital gains. In addition, the Company is required to meet certain asset and income tests. As a REIT, the Company generally will not be subject to corporate level federal income tax on taxable income that it distributes to its stockholders. The Company also elected to treat certain of its consolidated subsidiaries as taxable REIT subsidiaries, which are subject to federal, state and foreign income taxes. In addition, as a result of our investments in the U.K., the Company is subject to income taxes under the laws of the U.K.
Cash distributions paid to common stockholders for federal income tax purposes are as follows for the periods presented:
Year Ended December 31,
Common Stock 2025 2024 2023
Ordinary dividend $ 1.2950 $ 0.8529 $ 0.8218
Non-dividend distributions — 0.2971 0.2932
Total taxable distribution 1.2950 1.1500 1.1150
Distributions allocated from prior tax year (1)
( 0.2900 ) ( 0.2800 ) ( 0.2750 )
Distributions allocated to subsequent tax year (1)
0.3350 0.2900 0.2800
Total distributions declared $ 1.3400 $ 1.1600 $ 1.1200
(1) The dividend distributions made to holders of record as of the end of each year and paid in January of the following year were considered a dividend distribution in the following year for federal income tax purposes.
REITs generally are not subject to U.S. federal income taxes on that portion of REIT taxable income or capital gain that is distributed to stockholders. For the tax year ended December 31, 2025, as a result of ownership of investments in a TRS and the U.K., the Company was subject to federal, state and foreign income taxes under the respective tax laws of these jurisdictions.
The following table summarizes pretax income and income tax expense by geography for continuing operations for the period presented (dollars in thousands):
For the Year Ended December 31, 2025
Pretax income
Income tax expense
Domestic
$ 316,553 $ 19
Foreign
8,734 4,982
Total
$ 325,287 $ 5,001
The following table summarizes the Company’s income tax expense (benefit) from continuing operations for the period presented (dollars in thousands):
For the Year Ended December 31, 2025
Income tax expense
Current - Federal
$ 66
Current - State
6
Deferred - Federal
( 53 )
Deferred - Foreign
4,982
Total income tax expense (benefit) $ 5,001
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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
A reconciliation of income taxes, which is computed by applying the federal corporate tax rate for the year ended December 31, 2025, to the income tax expense (benefit) is as follows for the period presented (in thousands):
For Year Ended December 31,
2025
Tax at statutory rate on earnings from continuing operations before, noncontrolling interests and income taxes $ 68,310 21.0 %
Tax at statutory rate on earnings not subject to federal income taxes ( 83,602 ) ( 25.7 ) %
Other differences 20,293 6.2 %
Totals
$ 5,001 1.5 %
Each TRS and foreign entity subject to income taxes is a tax paying component for purposes of classifying deferred tax assets and liabilities. The tax effects of taxable and deductible temporary differences, as well as tax asset and liability attributes, are summarized as follows for the period presented (in thousands):
As of December 31,
2025
Deferred tax assets (liabilities):
Foreign net operating loss carryforward $ 1,395
Investment in partnerships 53
Valuation allowance on deferred tax asset ( 1,395 )
Net deferred tax assets 53
Deferred tax related to investment in foreign subsidiary ( 5,558 )
Net deferred tax liability ( 5,558 )
Net deferred tax assets (liabilities) $ ( 5,505 )
The Company intends to only distribute from its subsidiary UK REIT the minimum amount required to maintain its REIT status in the U.K. The Company intends to indefinitely reinvest the UK REIT’s remaining undistributed earnings and, accordingly, has not recorded a U.S. deferred tax liability related to the withholding tax on those earnings.
The Company has recorded valuation allowances totaling $ 1.4 million. The Company evaluates its deferred tax assets each period to determine if a valuation allowance is required based on whether it is ‘more likely than not’ that some portion of the deferred tax assets would not be realized. This evaluation requires significant judgment and changes to our assumptions could result in a material change in the valuation allowance. The ultimate realization of these deferred tax assets is dependent upon the generation of sufficient taxable income during future periods. The Company conducts its evaluation by considering, among other things, all available positive and negative evidence, historical operating results and cumulative earnings analysis, forecasts of future profitability, and the duration of statutory carryforward periods.
There were no income tax payments made for the year ended December 31, 2025.
The Company evaluates its tax position using a two-step process. First, the Company determines whether a tax position is more likely than not (greater than 50 percent probability) to be sustained upon examination, including resolution of any related appeals or litigation processes, based on the technical merits of the position. The Company will then determine the amount of benefit to recognize and record the amount of the benefit that is more likely than not to be realized upon ultimate settlement. The Company has no unrecognized tax benefits as of December 31, 2025.
With certain exceptions, the tax years 2022 and thereafter remain open to examination by the major taxing jurisdictions with which the Company files tax returns.
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13. EARNINGS PER COMMON SHARE
The following table presents the calculation of basic and diluted earnings per common share attributable to CareTrust REIT, Inc. (“EPS”) for the Company’s common stock for the years ended December 31, 2025, 2024 and 2023, and reconciles the weighted-average common shares outstanding used in the calculation of basic EPS to the weighted-average common shares outstanding used in the calculation of diluted EPS for the years ended December 31, 2025, 2024 and 2023 (amounts in thousands, except per share amounts):
Year Ended December 31,
2025 2024 2023
Numerator:
Net income attributable to CareTrust REIT, Inc. $ 320,538 $ 125,080 $ 53,735
Less: Net income allocated to participating securities ( 739 ) ( 445 ) ( 400 )
Numerator for basic and diluted earnings available to common stockholders $ 319,799 $ 124,635 $ 53,335
Denominator:
Weighted-average basic common shares outstanding 203,642 154,795 105,956
Dilutive potential common shares - TSR Units 442 372 164
Dilutive potential common shares - forward equity agreements 7 — 32
Weighted-average diluted common shares outstanding 204,091 155,167 106,152
Earnings per common share attributable to CareTrust REIT, Inc., basic $ 1.57 $ 0.81 $ 0.50
Earnings per common share attributable to CareTrust REIT, Inc., diluted $ 1.57 $ 0.80 $ 0.50
Antidilutive unvested restricted stock awards, total shareholder units, performance awards, and forward equity shares excluded from the computation 554 553 475
14. SEGMENT REPORTING
The chief operating decision maker (“CODM”) is the President and Chief Executive Officer. The Company represents a single reportable segment, based on how its CODM evaluates the business and allocates resources. The CODM assesses performance for the Company and decides how to allocate resources based on consolidated net income that is also reported on the consolidated income statements. The CODM does not review segment assets at a different asset level or category than the amounts disclosed in the consolidated balance sheets. The CODM uses net income to evaluate the performance of the Company in deciding whether to reinvest profits into the Company.
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The CODM evaluates performance based on net income, as follows (dollars in thousands):
Year Ended December 31,
2025 2024 2023
Revenues:
Rental income $ 368,194 $ 228,261 $ 198,599
Resident fees and services 1,225 — —
Interest income from financing receivables 11,492 1,009 —
Interest income from other real estate related investments and other income 95,482 67,016 19,171
Total revenues 476,393 296,286 217,770
Expenses:
Depreciation and amortization 92,891 56,831 51,199
Interest expense 43,707 30,310 40,883
Property taxes 8,768 7,838 6,170
Senior housing operating expenses 952 — —
Impairment of real estate investments 2,483 42,225 36,301
Transaction costs 5,329 1,326 —
Provision for loan losses — 4,900 —
Property operating expenses ( 138 ) 5,714 3,423
Cash Compensation 9,656 6,474 5,636
Incentive compensation 18,463 9,699 5,350
Share-based compensation 11,896 6,130 5,153
Professional services 5,942 2,785 2,399
Taxes and Insurance 1,934 1,019 908
Other expenses (1)
4,574 2,816 2,359
General and administrative 52,465 28,923 21,805
Total expenses 206,457 178,067 159,781
Other income (loss):
Other income, net 4,350 — —
Loss on extinguishment of debt ( 390 ) ( 657 ) —
Gain (loss) on sale of real estate, net 31,548 ( 2,208 ) 2,218
Unrealized gain (loss) on other real estate related investments, net 15,831 9,045 ( 6,485 )
Gain on foreign currency transactions, net 4,012 — —
Total other income (loss) 55,351 6,180 ( 4,267 )
Income before income tax expense 325,287 124,399 53,722
Income tax expense ( 5,001 ) — —
Net income 320,286 124,399 53,722
Net loss attributable to noncontrolling interests ( 252 ) ( 681 ) ( 13 )
Net income attributable to CareTrust REIT, Inc. $ 320,538 $ 125,080 $ 53,735
(1) Other expenses include certain overhead expenses.
15. VARIABLE INTEREST ENTITIES
VIEs for Which the Company is the Primary Beneficiary
Noncontrolling Interests —The Company has entered into ventures with unrelated third parties to own and operate real estate and has concluded that such ventures are VIEs. As the Company exercises power over and receives economic benefits from the VIEs, the Company is considered the primary beneficiary and consolidates the VIEs.
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CARETRUST REIT, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
The following table summarizes the Company’s investments in variable interest entities as of December 31, 2025 (dollars in thousands):
Gross Investment
Investment Year State Property Type Number of Properties CTRE Noncontrolling Interests Total
2023 CA Skilled nursing 1 $ 25,459 $ 653 $ 26,112
2023 CA Skilled nursing 2 34,269 879 35,148
2024 CA Senior housing 1 10,760 276 11,036
2024 CA Senior housing 2 28,076 720 28,796
2024 CA Skilled nursing 1 24,503 628 25,131
2024 / 2025 (1)
TN, AL Skilled nursing 28 442,327 19,156 461,483
2024 / 2025 CA Skilled nursing 1 33,810 867 34,677
2025 (1)
WA, OR, ID Skilled nursing 10 140,610 5478 146,088
2025 CA Skilled nursing 1 8,893 228 9,121
2025 CA Skilled nursing 1 28,496 731 29,227
2025 (2)
TX Senior housing 3 40,998 860 41,858
Total 51 $ 818,201 $ 30,476 $ 848,677
(1) The noncontrolling interest is classified as a redeemable noncontrolling interest on the consolidated balance sheets.
(2) This investment transaction includes multiple joint venture agreements.
Pursuant to the Company’s JVs, the Company typically contributes at least 90 % of the joint venture’s total investment amount and receives 100 % of the preferred equity interest, when applicable, in the joint venture and a 50 % common equity interest in the joint venture. The Company’s joint venture partner contributes the remaining total investment amount in exchange for a 50 % common ownership interest in the joint venture. Not all joint venture transactions include a preferred equity component.
Total assets and total liabilities on the Company’s consolidated balance sheets include VIE assets and liabilities as follows (in thousands):
December 31, 2025
December 31, 2024
Assets:
Real estate investments, net $ 822,457 $ 565,959
Cash and cash equivalents 12,806 6,506
Accounts and other receivables, net 78 —
Prepaid and other assets 5,961 8,317
Total assets 841,302 580,782
Liabilities:
Accounts payable, accrued liabilities and deferred rent liabilities 4,856 10,332
Total liabilities $ 4,856 $ 10,332
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CARETRUST REIT, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
VIE for Which the Company is not the Primary Beneficiary
The Company is not required to consolidate VIEs in which it has concluded it does not have a controlling financial interest, and thus is not the primary beneficiary. In such cases, the Company does not exercise power over and/or does not have potentially significant economic exposure from the VIE. The Company’s investment in the unconsolidated VIE is carried in other real estate related investments on the consolidated balance sheets and includes one mortgage secured loan issued by the VIE.
The fair value of the Company’s investment in the unconsolidated VIE at December 31, 2025 was £ 15.5 million. The Company’s maximum exposure to loss from the unconsolidated VIE was £ 15.5 million at December 31, 2025.
16. COMMITMENTS AND CONTINGENCIES
The Company and its subsidiaries are and may become from time to time a party to various claims and lawsuits arising in the ordinary course of business, which are not individually or in the aggregate anticipated to have a material adverse effect on the Company’s results of operations, financial condition or cash flows. Claims and lawsuits may include matters involving general or professional liability asserted against the Company’s tenants, which are the responsibility of the Company’s tenants and for which the Company is entitled to be indemnified by its tenants under the insurance and indemnification provisions in the applicable leases.
In the normal course of business, the Company enters into various commitments, typically consisting of funding of capital expenditures and short-term working capital loans to existing tenants while they await licensure and certification or are conducting turnaround work in one or more of the Company’s properties.
Capital expenditures for each property leased under the Company’s triple-net leases are generally the responsibility of the tenant, except for the properties leased under certain master lease agreements, with certain subsidiaries of Ensign and Pennant, under which the tenant will have an option to require the Company to finance certain capital expenditures up to an aggregate of 20 % of the Company’s initial investment in such property, subject to a corresponding rent increase at the time of funding. For the Company’s other triple-net master leases, the tenants also have the option to request capital expenditure funding that would generally be subject to a corresponding rent increase at the time of funding, which are subject to tenant compliance with the conditions to the Company’s approval and funding of their requests. The Company has also provided select tenants with strategic capital for property upkeep and modernization. The Company’s Tenant Code of Conduct and Corporate Responsibility policy (the “Tenant ESG Program”) provides eligible triple-net tenants of the Company with monetary inducements to make sustainable improvements to the Company’s properties. Incentive options include a wide variety of opportunities for tenants to upgrade everything from energy and environmental systems to water-saving landscaping and more. The Company’s board of directors has authorized annual allocations of up to $ 500,000 to fund the Tenant ESG Program.
The table below summarizes the Company’s existing, known commitments and contingencies as of December 31, 2025 (dollars in thousands):
Remaining Commitment
Capital expenditures (1)
$ 6,240
Mortgage loans 3,766
Other loans receivable (2)
11,751
Earn-out obligation (3)
45,195
$ 66,952
(1) As of December 31, 2025, the Company had committed to fund expansions, construction, capital improvements and ESG incentives at certain triple-net leased properties totaling $ 6.2 million, of which $ 5.1 million is subject to rent increase at the time of funding.
(2) Represents non-real estate secured loan commitments.
(3) Includes earn‑out obligations of up to $ 42.5 million related to acquisitions completed in 2024 and 2025. This consists of (i) up to $ 10.0 million under a purchase and sale agreement for one SNF in Virginia acquired in 2024, with the earn‑out payable upon the operator’s achievement of specified performance thresholds from October 2025 through October 2026, and (ii) up to $ 32.5 million under a purchase and sale agreement for five skilled nursing facilities in Virginia, North Carolina, and Maryland acquired in 2025, with the earn‑out payable upon the operator’s achievement of specified performance thresholds from December 2026 through December 2028.
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CARETRUST REIT, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
17. CONCENTRATION OF RISK
Concentrations of credit risk arise when one or more tenants, operators, or obligors related to the Company’s investments are engaged in similar business activities or activities in the same geographic region, or have similar economic features that would cause their ability to meet contractual obligations, including those to the Company, to be similarly affected by changes in economic conditions.
Major operator or borrower concentration – The Company has operators and borrowers from which it derived 10% or more of its revenue for the years ended December 31, 2025, 2024 and 2023. The following table sets forth information regarding the Company’s major operators as of December 31, 2025, 2024 and 2023:
Percentage of Total Revenue
Operator/Borrower (1)
December 31, 2025
Ensign (2)
18 %
December 31, 2024
Ensign (2)
26 %
Priority Management Group 12 %
December 31, 2023
Ensign (2)
32 %
Priority Management Group 14 %
(1) Based on the Company’s rental income, resident fees and services, and interest income on other real estate related investments, exclusive of operating expense reimbursements.
(2) See Note 4, Real Estate Investments, Net , for further information regarding Ensign and PMG. Ensign is subject to the registration and reporting requirements of the SEC and is required to file with the SEC annual reports containing audited financial information and quarterly reports containing unaudited financial information. Ensign’s financial statements, as filed with the SEC, can be found at http://www.sec.gov. The Company has not verified this information through an independent investigation or otherwise.
Major geographic concentration – The following table provides information regarding the Company’s concentrations with respect to certain states, from which the Company derived 10% or more of its revenue for the years ended December 31, 2025, 2024 and 2023:
Percentage of Total Revenue
State (1)
December 31, 2025
CA 21 %
U.K. 12 %
TX 10 %
TN 10 %
December 31, 2024
CA 28 %
TX 18 %
December 31, 2023
CA 28 %
TX 21 %
(1) Based on the Company’s rental income, resident fees and services, and interest income on other real estate related investments, exclusive of operating expense reimbursements.
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CARETRUST REIT, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
18. SUBSEQUENT EVENTS
The Company evaluates subsequent events in accordance with ASC 855, Subsequent Events . The Company evaluates subsequent events up until the date the consolidated financial statements are issued.
Recent Investments
On January 1, 2026, the Company acquired six SNFs in the Mid-Atlantic for $ 141.9 million, which includes estimated capitalized acquisition costs. In connection with the acquisition of the facilities, the Company entered into a new master lease with a skilled nursing operator. The master lease has a term of 15 years, with two five-year renewal options and CPI-based rent escalators. Annual cash rent under the lease is $ 12.8 million.
On January 20, 2026, the Company extended a mortgage loan of £ 20.0 million, to an existing operator. The mortgage loan is secured by one U.K. Care Home and bears interest at a rate of 8.7 %. The mortgage loan is set to mature on January 19, 2027, and includes a put and call option, subject to certain conditions, to purchase the real estate. Upon receipt by the operator of certain regulatory approvals, the Company intends to exercise its option to accelerate the mortgage loan, acquire the underlying real estate securing the mortgage loan, and enter into a new long-term lease with the same operator.
On January 20, 2026, the Company acquired one senior housing community for approximately £ 31.5 million, which excludes estimated acquisition costs In connection with the acquisition of the senior housing community, the Company entered into a new lease with an existing senior housing operator. The lease has a term of 21 years, with one 10‑year renewal option and RPI‑based rent escalators, subject to a floor of 2 % and a ceiling of 4 %. Annual cash rent under the lease is £ 2.7 million.
Equity Awards Granted
On December 11, 2025, the Company, as the special limited partner of the Operating Partnership, and CareTrust GP, LLC, as the general partner of the Operating Partnership, entered into the Second Amended and Restated Agreement of Limited Partnership of the Operating Partnership (the “Amended Operating Partnership Agreement”). The amendments set forth in the Amended Operating Partnership Agreement established a new general class of units of limited partnership in the Operating Partnership designated as “LTIP Units” and designate four specific sub-classes of LTIP Units, including “Basic LTIP Units” and “Performance LTIP Units”, as defined and further set forth in the Amended Operating Partnership Agreement. LTIP Units are structured in a manner intended to qualify as “profits interests” for U.S. federal income tax purposes, which means they cannot have any value on the date of grant were the Operating Partnership to be liquidated on that date. As profit interests, LTIP Units only have value, other than with respect to the right to receive distributions, if the value of the assets of the Operating Partnership increases between the time of issuance of the LTIP Units and the date of a book-up event for partnership tax purposes.
Subsequent to December 31, 2025, approximately 0.2 million Basic LTIP Units, which are subject to time and service-based vesting requirements, and approximately 0.6 million Performance LTIP Units, which are subject to performance-based vesting requirements as well as time and service-based vesting requirements, were issued to officers, certain other employees and members of the Board of the Company, pursuant to their election to receive LTIP Units in lieu of receiving their equity award in the form of time or performance-based RSUs, as applicable. The Basic LTIP Units and Performance LTIPs were granted under the Plan and are also subject to the terms and conditions of the Amended Operating Partnership Agreement. Basic LTIP Units generally vest in equal annual installments over a period of three years or, in the case of Basic LTIP Units awarded to members of the Board, on the first anniversary of their grant date. Basic LTIP Units are generally entitled to receive distributions at the same time and in the same per-Unit amounts as are paid on Partnership Common Units, subject to certain limitations intended to preserve the U.S. income tax treatment of such LTIP Units as “profits interests.” The Performance LTIP Units are scheduled to cliff vest at the end of a three-year period subject to a market-based performance condition tied to the Company’s TSR performance relative to a custom peer group consisting of other publicly traded healthcare REITs over the three-year period. The Performance LTIP Units are granted at the maximum potential payout, inclusive of an estimated portion of distributions expected to be paid during the performance period, and vest 0 to 100 % of the Performance LTIP Units initially granted, and any portion from the original grant that does not vest is forfeited. Until their “Full Distribution Participation Date” (as defined in the Amended Operating Partnership Agreement) specified in the applicable LTIP Unit award agreement, Performance LTIP Units generally will be entitled to distributions equal to 10 % of the distributions paid on Basic LTIP Units, and following the Full Distribution Participation Date, LTIP Units generally will be entitled to receive the same distributions that are payable with respect to Basic LTIP Units.
Subject to the terms and conditions of the Amended Operating Partnership Agreement, vested LTIP Units that have achieved specified capital account thresholds may be converted into Partnership Common Units, which may thereafter be
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CARETRUST REIT, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
redeemed for cash or, at the Company’s election, shares of the Company’s common stock pursuant to the existing redemption provisions of the Amended Operating Partnership Agreement.
At-The-Market Activity
In January 2026, the Company entered into ATM forward contracts under the ATM Program with a financial institution acting as a forward purchaser 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.
F-54
SCHEDULE III
REAL ESTATE ASSETS AND ACCUMULATED DEPRECIATION
DECEMBER 31, 2025
(dollars in thousands)
Initial Cost to Company Costs Capitalized Since Acquisition Gross Carrying Value
Location Encum. Land Building
Improvs. Improvs. Land Building
Improvs. Total (1) Accum. Depr. Const./Ren. Date Acq.
Date
Skilled Nursing Properties:
Phoenix, AZ $ — $ 257 $ 976 $ 926 $ 257 $ 1,902 $ 2,159 $ ( 1,644 ) 2013 2000
Tucson, AZ — 425 3,716 1,940 425 5,656 6,081 ( 4,089 ) 2012 2000
Phoenix, AZ — 113 504 971 113 1,475 1,588 ( 1,224 ) 2004 2002
Tucson, AZ — 471 2,041 3,055 471 5,096 5,567 ( 4,291 ) 2013 2003
Phoenix, AZ — 629 5,154 1,519 629 6,673 7,302 ( 5,060 ) 2009 2004
Upland, CA — 2,812 3,919 1,994 2,812 5,913 8,725 ( 4,410 ) 2011 2005
Camarillo, CA — 3,526 2,827 1,522 3,526 4,349 7,875 ( 3,436 ) 2010 2005
Walla Walla, WA — 450 5,566 1,055 450 6,621 7,071 ( 5,115 ) 2009 2006
Santa Rosa, CA — 931 2,612 653 931 3,265 4,196 ( 2,659 ) 1963 2006
San Diego, CA — 3,028 3,119 2,071 3,028 5,190 8,218 ( 3,869 ) 2012 2006
Livingston, TX — 60 4,391 1,167 60 5,558 5,618 ( 4,057 ) 2009 2006
Lynnwood, WA — 741 1,663 1,998 741 3,661 4,402 ( 3,186 ) 2009 2006
Hoquiam, WA — 171 1,828 2,038 171 3,866 4,037 ( 3,440 ) 2010 2006
Richmond, TX — 1,105 3,110 1,067 1,105 4,177 5,282 ( 2,989 ) 2007 2006
Salt Lake City, UT — 332 2,426 2,507 332 4,933 5,265 ( 4,349 ) 2013 2006
Carrollton, TX — 664 2,294 902 664 3,196 3,860 ( 2,890 ) 2007 2006
Salt Lake City, UT — 965 2,070 958 965 3,028 3,993 ( 2,915 ) 2008 2007
Lewisville, TX — 600 1,890 470 600 2,360 2,960 ( 1,922 ) 2011 2007
Mesquite, TX — 470 1,715 8,632 441 10,376 10,817 ( 9,821 ) 2012 2007
Glendora, CA — 2,165 1,105 324 2,165 1,429 3,594 ( 1,339 ) 1965 2007
Draper, UT — 443 2,394 759 443 3,153 3,596 ( 2,138 ) 2008 2007
Downey, CA — 1,415 1,841 1,861 1,415 3,702 5,117 ( 2,853 ) 2013 2007
Bellflower, CA — 937 1,168 357 937 1,525 2,462 ( 1,199 ) 2009 2007
Scottsdale, AZ — 2,007 2,793 1,762 2,007 4,555 6,562 ( 3,308 ) 2009 2008
San Antonio, TX — 310 2,090 719 310 2,809 3,119 ( 1,767 ) 2005 2008
Temple, TX — 529 2,207 1,163 529 3,370 3,899 ( 2,376 ) 2008 2008
Abilene, TX — 369 3,220 1,725 369 4,945 5,314 ( 3,464 ) 2012 2008
Willits, CA — 490 1,231 500 490 1,731 2,221 ( 1,190 ) 2011 2008
Lufkin, TX — 467 4,644 782 467 5,426 5,893 ( 2,328 ) 1988 2009
Littleton, CO — 217 856 1,735 217 2,591 2,808 ( 2,053 ) 2012 2009
Arvada, CO — 280 1,230 834 280 2,064 2,344 ( 1,312 ) 2012 2009
Englewood, CO — 1,607 4,222 6,195 1,607 10,417 12,024 ( 7,517 ) 2012 2009
Dallas, TX — 2,133 11,977 1,421 2,133 13,398 15,531 ( 7,906 ) 1984 2009
Price, UT — 193 2,209 849 193 3,058 3,251 ( 1,618 ) 2012 2009
Provo, UT — 2,051 8,362 2,011 2,051 10,373 12,424 ( 4,575 ) 2011 2009
West Jordan, UT — 2,671 4,244 1,507 2,671 5,751 8,422 ( 2,684 ) 2013 2009
F-55
SCHEDULE III
REAL ESTATE ASSETS AND ACCUMULATED DEPRECIATION
DECEMBER 31, 2025
(dollars in thousands)
Youngstown, AZ — 767 4,648 155 193 5,377 5,570 ( 2,865 ) 2012 2009
Brownsville, TX — 373 1,354 190 373 1,544 1,917 ( 669 ) 1969 2009
Harlingen, TX — 90 675 430 90 1,105 1,195 ( 655 ) 2011 2009
McAllen, TX — 642 1,085 870 642 1,955 2,597 ( 1,328 ) 2012 2009
Salt Lake City, UT — 345 2,464 1,065 345 3,529 3,874 ( 1,943 ) 2011 2009
Emmet, ID — 591 2,383 69 591 2,452 3,043 ( 1,156 ) 1972 2010
Burley, ID — 250 4,004 424 250 4,428 4,678 ( 2,247 ) 2011 2010
Carrollton, TX — 1,382 2,293 478 1,382 2,771 4,153 ( 1,347 ) 1996 2010
Ventura, CA — 1,847 5,377 682 1,847 6,059 7,906 ( 2,262 ) 1990 2011
Beatrice, NE — 60 2,931 245 60 3,176 3,236 ( 1,565 ) 2011 2011
Falls City, NE — 170 2,141 82 170 2,223 2,393 ( 1,038 ) 1972 2011
Cherokee, IA — 163 1,491 12 163 1,503 1,666 ( 877 ) 1967 2011
Clarion, IA — 80 2,541 97 80 2,638 2,718 ( 1,570 ) 1978 2011
Ft. Dodge, IA — 90 2,341 759 90 3,100 3,190 ( 2,353 ) 2012 2011
Texas City, TX — 158 4,810 759 128 5,599 5,727 ( 3,041 ) 2012 2011
Hurricane, UT — 487 1,978 98 487 2,076 2,563 ( 803 ) 1978 2011
Pocatello, ID — 537 2,138 698 537 2,836 3,373 ( 1,605 ) 2007 2011
Whittier, CA — 1,425 5,307 1,079 1,425 6,386 7,811 ( 3,235 ) 2011 2011
Ukiah, CA — 297 2,087 1,621 297 3,708 4,005 ( 2,476 ) 2013 2011
Reno, NV — 1,012 3,282 103 1,012 3,385 4,397 ( 1,248 ) 1970 2011
Orem, UT — 1,689 3,896 3,235 1,689 7,131 8,820 ( 4,268 ) 2011 2011
Abilene, TX — 746 9,903 290 746 10,193 10,939 ( 3,194 ) 2008 2011
Pocatello, ID — 180 2,481 966 180 3,447 3,627 ( 1,948 ) 2013 2012
Paris, TX — 129 7,139 6 129 7,145 7,274 ( 1,707 ) 2009 2012
Escondido, CA — 329 2,653 1,094 329 3,747 4,076 ( 2,083 ) 2007 2012
Owyhee, ID — 49 1,554 29 49 1,583 1,632 ( 492 ) 1990 2012
Long Beach, CA — 999 4,237 2,331 999 6,568 7,567 ( 3,422 ) 2008 2012
Long Beach, CA — 1,285 2,343 2,172 1,285 4,515 5,800 ( 2,726 ) 2013 2012
Ft. Worth, TX — 193 2,311 318 193 2,629 2,822 ( 1,018 ) 1965 2012
Amarillo, TX — 340 3,925 32 340 3,957 4,297 ( 1,466 ) 1970 2013
San Marcos, TX — 371 2,951 274 371 3,225 3,596 ( 1,157 ) 1972 2013
Victoria, TX — 80 2,391 15 80 2,406 2,486 ( 693 ) 2013 2013
Omaha, NE — 129 2,418 24 129 2,442 2,571 ( 1,040 ) 1960 2013
Redmond, WA — 1,388 2,982 202 1,388 3,184 4,572 ( 1,451 ) 1970 2013
Marysville, WA — 1,722 2,642 ( 980 ) 742 2,642 3,384 ( 1,101 ) 1966 2013
Glendale, AZ — 228 1,124 1,380 228 2,504 2,732 ( 2,165 ) 2004 2002
Riverside, CA — 152 357 1,493 152 1,850 2,002 ( 1,701 ) 2012 2009
Lakewood, CO — 1,668 15,375 279 1,668 15,654 17,322 ( 4,227 ) 1989 2015
Mount Vernon, WA — 1,601 7,425 — 1,601 7,425 9,026 ( 1,995 ) 1989 2015
Shoreline, WA — 1,462 5,034 — 1,462 5,034 6,496 ( 1,332 ) 1987 2015
Cincinnati, OH — 833 18,086 792 833 18,878 19,711 ( 4,993 ) 1992 2015
F-56
SCHEDULE III
REAL ESTATE ASSETS AND ACCUMULATED DEPRECIATION
DECEMBER 31, 2025
(dollars in thousands)
Boise, ID — 1,801 6,572 395 1,801 6,967 8,768 ( 1,928 ) 1989 2016
Lodi, CA — 768 10,712 68 768 10,780 11,548 ( 2,528 ) 1982 2016
Rockwall, TX — 1,232 22,152 — 1,232 22,152 23,384 ( 5,030 ) 1984 2016
Decatur, TX — 990 24,909 — 990 24,909 25,899 ( 5,657 ) 2013 2016
Royse City, TX — 606 14,660 — 606 14,660 15,266 ( 3,329 ) 2009 2016
Harrisburg, IL — 1,022 5,713 — 1,022 5,713 6,735 ( 1,262 ) 2009 2017
Carrier Mills, IL — 775 8,377 — 775 8,377 9,152 ( 1,850 ) 1968 2017
Benton, IL — 439 3,475 — 439 3,475 3,914 ( 768 ) 2014 2017
DuQuoin, IL — 511 3,662 — 511 3,662 4,173 ( 809 ) 2014 2017
Pinckneyville, IL — 406 3,411 — 406 3,411 3,817 ( 753 ) 2014 2017
Nampa, ID — 775 5,044 336 775 5,380 6,155 ( 1,189 ) 2011 2017
Brownsville, TX — 1,178 12,059 — 1,178 12,059 13,237 ( 2,588 ) 2016 2017
Albuquerque, NM — 2,055 9,749 — 2,055 9,749 11,804 ( 2,092 ) 2016 2017
Eldorado, IL — 940 2,093 — 940 2,093 3,033 ( 445 ) 1993 2017
Portland, OR — 1,481 2,216 110 1,481 2,326 3,807 ( 502 ) 2012 2017
Kellogg, ID — 916 7,874 — 916 7,874 8,790 ( 1,641 ) 1971 2017
Caldwell, ID — 906 7,020 516 906 7,536 8,442 ( 1,609 ) 1947 2017
Caldwell, ID — 312 10,410 461 312 10,871 11,183 ( 2,299 ) 1969 2017
Lewiston, ID — 625 12,087 215 625 12,302 12,927 ( 2,554 ) 1964 2017
Nampa, ID — 785 8,923 272 785 9,195 9,980 ( 1,917 ) 1958 2017
Weiser, ID — 80 4,419 389 80 4,808 4,888 ( 1,021 ) 1964 2017
Moscow, ID — 698 5,092 274 698 5,366 6,064 ( 1,167 ) 1965 2017
Fort Worth, TX — 681 6,587 1,256 681 7,843 8,524 ( 1,944 ) 2006 2017
Mansfield, TX — 607 4,801 1,073 607 5,874 6,481 ( 1,453 ) 2006 2017
Grapevine, TX — 1,602 4,536 891 1,602 5,427 7,029 ( 1,350 ) 2006 2017
Tacoma, WA — 1,001 1,779 — 1,001 1,779 2,780 ( 368 ) 1989 2017
Vancouver, WA — 446 869 — 446 869 1,315 ( 180 ) 1972 2017
San Bernardino, CA — 3,831 19,791 — 3,831 19,791 23,622 ( 4,082 ) 1967 2017
Riverside, CA — 2,897 14,700 345 2,897 15,045 17,942 ( 3,147 ) 1969 2017
Ontario, CA — 4,204 21,880 — 4,204 21,880 26,084 ( 4,513 ) 1980 2017
Greenville, IL — 188 3,972 — 188 3,972 4,160 ( 959 ) 1973 2017
Butte, MT — 220 4,974 39 220 5,013 5,233 ( 1,094 ) 2010 2018
Aberdeen, SD — 1,372 7,491 38 1,372 7,529 8,901 ( 1,548 ) 1965 2018
Fargo, ND — 989 3,275 3,441 989 6,716 7,705 ( 818 ) 1966 2018
Parker, CO — 1,178 17,857 — 1,178 17,857 19,035 ( 3,235 ) 2012 2018
Huntington Park, CA — 3,131 8,876 303 3,131 9,179 12,310 ( 1,744 ) 1955 2019
Oxnard, CA — 1,699 9,004 825 1,699 9,829 11,528 ( 1,657 ) 1962 2019
Downey, CA — 2,502 6,141 — 2,502 6,141 8,643 ( 1,092 ) 1967 2019
Davis, CA — 2,351 9,256 49 2,351 9,305 11,656 ( 1,680 ) 1969 2019
Ruston, LA — 2,688 23,825 — 2,688 23,825 26,513 ( 4,242 ) 2014 2019
Shreveport, LA — 3,758 21,325 17 3,758 21,342 25,100 ( 3,828 ) 1980 2019
F-57
SCHEDULE III
REAL ESTATE ASSETS AND ACCUMULATED DEPRECIATION
DECEMBER 31, 2025
(dollars in thousands)
Bossier City, LA — 1,635 21,180 — 1,635 21,180 22,815 ( 3,681 ) 2013 2019
Shreveport, LA — 3,437 20,889 2,845 3,437 23,734 27,171 ( 4,656 ) 2006 2019
Bossier City, LA — 2,979 24,617 1,978 2,979 26,595 29,574 ( 4,761 ) 2008 2019
Shreveport, LA — 676 10,238 602 676 10,840 11,516 ( 1,975 ) 2008 2019
Shreveport, LA — 2,452 9,148 113 2,452 9,261 11,713 ( 1,737 ) 2013 2019
Corsicana, TX — 120 6,682 449 120 7,131 7,251 ( 1,449 ) 2002 2019
Jacksonville, TX — 173 7,481 148 173 7,629 7,802 ( 1,466 ) 2006 2019
Gainesville, TX — 219 10,097 255 219 10,352 10,571 ( 1,939 ) 1990 2019
Dallas, TX — — 6,905 — — 6,905 6,905 ( 1,287 ) 2011 2019
Nampa, ID — 880 14,117 — 880 14,117 14,997 ( 2,469 ) 2017 2019
Modesto, CA — 798 7,671 — 798 7,671 8,469 ( 1,243 ) 2016 2019
Boise, ID — 1,597 15,692 — 1,597 15,692 17,289 ( 2,471 ) 2018 2020
Helena, MT — 867 7,431 1,752 867 9,183 10,050 ( 1,051 ) 1984 2020
Clancy, MT — 183 7,380 770 183 8,150 8,333 ( 1,177 ) 1960 2020
Goleta, CA — 7,987 7,237 553 7,987 7,790 15,777 ( 977 ) 1967 2021
El Centro, CA — 1,283 8,133 135 1,283 8,268 9,551 ( 1,050 ) 1962 2021
Austin, TX — 3,282 12,763 — 3,282 12,763 16,045 ( 1,580 ) 2017 2021
Cedar Park, TX — 3,325 11,738 — 3,325 11,738 15,063 ( 1,436 ) 2017 2021
Ennis,TX — 568 8,055 100 568 8,155 8,723 ( 862 ) 1982 2022
Burleson, TX — 1,877 6,616 718 1,877 7,334 9,211 ( 675 ) 1988 2023
Overland Park, KS — 1,301 5,025 — 1,301 5,025 6,326 ( 382 ) 1987 2023
Griffin, GA — 680 11,044 2,675 680 13,719 14,399 ( 978 ) 2022 2023
La Mesa, CA — 5,346 21,528 — 5,346 21,528 26,874 ( 1,423 ) 1968 2023
Paramount, CA — 3,640 15,380 369 3,640 15,749 19,389 ( 1,035 ) 1969 2023
Norwalk, CA — 4,932 14,229 — 4,932 14,229 19,161 ( 957 ) 1964 2023
Vista, CA — 4,882 20,793 — 4,882 20,793 25,675 ( 1,310 ) 1990 2023
Capitola, CA — 5,231 16,321 — 5,231 16,321 21,552 ( 915 ) 1964 2023
Morgan Hill, CA — 3,239 14,418 — 3,239 14,418 17,657 ( 830 ) 2014 2023
Columbia, MO — 1,619 15,678 — 1,619 15,678 17,297 ( 773 ) 2017 2024
Houston, TX — 2,668 17,434 — 2,668 17,434 20,102 ( 876 ) 2022 2024
Bolivia, NC — 551 16,589 — 551 16,589 17,140 ( 764 ) 2009 2024
Fletcher, NC — 1,547 15,316 — 1,547 15,316 16,863 ( 715 ) 2002 2024
Ramseur, NC — 747 15,085 — 747 15,085 15,832 ( 747 ) 2002 2024
Charlotte, NC — 2,217 16,213 — 2,217 16,213 18,430 ( 755 ) 1993 2024
Columbia, SC — 583 10,847 — 583 10,847 11,430 ( 499 ) 1980 2024
Gilroy, CA — 6,539 19,162 — 6,539 19,162 25,701 ( 702 ) 1968 2024
Richmond, VA — — 31,567 — — 31,567 31,567 ( 1,097 ) 2005 2024
Oakland, MD — 1,134 18,227 108 1,134 18,335 19,469 ( 638 ) 2023 2024
Frostburg, MD — 853 20,334 187 853 20,521 21,374 ( 660 ) 1995 2024
Bethel Park, PA — 1,835 12,726 — 1,835 12,726 14,561 ( 403 ) 2021 2024
Canonsburg, PA — 1,651 12,509 — 1,651 12,509 14,160 ( 394 ) 1988 2024
F-58
SCHEDULE III
REAL ESTATE ASSETS AND ACCUMULATED DEPRECIATION
DECEMBER 31, 2025
(dollars in thousands)
Monroeville, PA — 1,182 10,906 — 1,182 10,906 12,088 ( 331 ) 1996 2024
Pittsburgh, PA — 1,323 13,119 — 1,323 13,119 14,442 ( 398 ) 1999 2024
Brownsville, TN — 508 17,027 — 508 17,027 17,535 ( 496 ) 2022 2024
McKenzie, TN — 1,187 16,873 — 1,187 16,873 18,060 ( 560 ) 2020 2024
Clarksville, TN — 1,785 21,328 — 1,785 21,328 23,113 ( 682 ) 2018 2024
Hohenwald, TN — 826 11,505 — 826 11,505 12,331 ( 370 ) 1996 2024
Cookeville, TN — 1,636 20,941 — 1,636 20,941 22,577 ( 693 ) 2024 2024
Lexington, TN — 551 15,171 — 551 15,171 15,722 ( 436 ) 2024 2024
Selmer, TN — 765 19,394 500 765 19,894 20,659 ( 573 ) 1995 2024
Mount Juliet, TN — 1,719 12,640 — 1,719 12,640 14,359 ( 414 ) 2021 2024
Murfreesboro, TN — 1,607 7,649 — 1,607 7,649 9,256 ( 297 ) 1996 2024
Goodlettsville, TN — 1,324 13,075 — 1,324 13,075 14,399 ( 417 ) 2005 2024
Waverly, TN — 1,071 9,821 — 1,071 9,821 10,892 ( 365 ) 1989 2024
Dyersburg, TN — 1,122 30,135 — 1,122 30,135 31,257 ( 867 ) 1989 2024
Humboldt, TN — 810 10,127 — 810 10,127 10,937 ( 329 ) 2011 2024
Paris, TN — 963 26,215 — 963 26,215 27,178 ( 763 ) 2023 2024
Union City, TN — 885 14,562 — 885 14,562 15,447 ( 411 ) 1996 2024
Huntsville, AL — 1,246 9,659 64 1,246 9,723 10,969 ( 303 ) 2006 2024
Martin, TN — 819 9,771 — 819 9,771 10,590 ( 274 ) 2023 2024
Pulaski, TN — 437 13,488 483 437 13,971 14,408 ( 360 ) 1991 2024
Knoxville, TN — 1,181 15,678 107 1,181 15,785 16,966 ( 411 ) 1972 2024
Knoxville, TN — 1,662 1,188 — 1,662 1,188 2,850 ( 65 ) 2015 2024
Cordova, TN — 482 12,015 — 482 12,015 12,497 ( 318 ) 1997 2024
Memphis, TN — 788 9,153 — 788 9,153 9,941 ( 280 ) 1964 2024
Covington, TN — 794 15,735 — 794 15,735 16,529 ( 449 ) 2023 2024
Jackson, TN — 960 16,359 — 960 16,359 17,319 ( 439 ) 2022 2024
Jackson, TN — 663 17,643 — 663 17,643 18,306 ( 473 ) 1997 2024
Jackson, TN — 1,779 6,929 — 1,779 6,929 8,708 ( 236 ) 2013 2024
Memphis, TN — 1,764 18,429 — 1,764 18,429 20,193 ( 518 ) 2020 2024
Nashville, TN — 3,538 16,439 — 3,538 16,439 19,977 ( 448 ) 1986 2025
Bremerton, WA — 1,313 16,190 16 1,313 16,206 17,519 ( 255 ) 1975 2025
Port Angeles, WA — 519 14,442 31 519 14,473 14,992 ( 222 ) 1993 2025
Bremerton, WA — 1,538 16,855 31 1,538 16,886 18,424 ( 265 ) 1984 2025
Edmonds, WA — 5,670 14,385 180 5,670 14,565 20,235 ( 223 ) 1974 2025
Sequim, WA — 581 16,411 12 581 16,423 17,004 ( 272 ) 2007 2025
Othello, WA — 226 3,686 — 226 3,686 3,912 ( 65 ) 1974 2025
Pullman, WA — 499 5,446 17 499 5,463 5,962 ( 88 ) 1966 2025
St. Helens, OR — 2,431 21,748 10 2,431 21,758 24,189 ( 344 ) 2008 2025
Coeur d'Alene, ID — 1,587 7,169 — 1,587 7,169 8,756 ( 116 ) 2007 2025
Coeur d'Alene, ID — 1,496 9,262 — 1,496 9,262 10,758 ( 143 ) 2011 2025
Colton, CA — 4,464 24,722 — 4,464 24,722 29,186 ( 224 ) 1990 2025
F-59
SCHEDULE III
REAL ESTATE ASSETS AND ACCUMULATED DEPRECIATION
DECEMBER 31, 2025
(dollars in thousands)
Virginia Beach, VA — 2,712 20,527 — 2,712 20,527 23,239 ( 88 ) 1990 2025
Culpeper, VA — 5,769 62,199 — 5,769 62,199 67,968 ( 267 ) 1985 2025
Pulaski, VA — 435 33,350 — 435 33,350 33,785 ( 149 ) 1982 2025
Oxford, NC — 297 41,362 — 297 41,362 41,659 ( 182 ) 1979 2025
Williamsport, MD — 662 38,776 — 662 38,776 39,438 ( 170 ) 2012 2025
Brandon, MS — 2,843 32,010 — 2,843 32,010 34,853 ( 148 ) 2004 2025
Jackson, MS — 1,458 11,429 — 1,458 11,429 12,887 ( 60 ) 1966 2025
Cleveland, MS — 365 15,074 — 365 15,074 15,439 ( 70 ) 1978 2025
Jackson, MS — 1,070 13,600 — 1,070 13,600 14,670 ( 60 ) 1968 2025
Jackson, MS — 1,818 27,568 — 1,818 27,568 29,386 ( 124 ) 1977 2025
McComb, MS — 705 19,549 — 705 19,549 20,254 ( 89 ) 1969 2025
Ruleville, MS — 97 16,698 — 97 16,698 16,795 ( 75 ) 1978 2025
Tupelo, MS — 282 16,963 — 282 16,963 17,245 ( 77 ) 1980 2025
Norwalk, CA — 966 5,082 2,213 966 7,295 8,261 ( 6,572 ) 2011 1999
Salt Lake City, UT — 1,962 11,035 464 1,962 11,499 13,461 ( 4,784 ) 1994 2011
Wayne, NE — 130 3,061 122 130 3,183 3,313 ( 1,500 ) 1978 2011
West Bend, IA — 180 3,352 — 180 3,352 3,532 ( 1,512 ) 2006 2011
Hawarden, IA — 110 3,522 75 110 3,597 3,707 ( 1,525 ) 1974 2011
Randolph, NE — 130 1,571 22 130 1,593 1,723 ( 1,158 ) 2011 2011
Salmon, ID — 168 2,496 — 168 2,496 2,664 ( 837 ) 2012 2012
Willard, OH — 144 11,097 58 144 11,155 11,299 ( 2,889 ) 1985 2015
Middletown, OH — 990 7,484 380 990 7,864 8,854 ( 2,124 ) 1985 2015
Turlock, CA — 1,258 16,526 75 1,258 16,601 17,859 ( 3,897 ) 1986 2016
Bridgeport, TX — 980 27,917 — 980 27,917 28,897 ( 6,340 ) 2014 2016
Saratoga, CA — 8,709 9,736 1,397 8,709 11,133 19,842 ( 2,571 ) 2004 2018
Huntington, WV — 601 6,385 26 601 6,411 7,012 ( 1,188 ) 1924 2018
Mt. Carmel, IL — 298 8,393 — 298 8,393 8,691 ( 1,642 ) 2004 2019
Shreveport, LA — 3,217 21,195 2,729 3,217 23,924 27,141 ( 4,960 ) 2008 2019
Corsicana, TX — 143 11,429 498 143 11,927 12,070 ( 2,328 ) 2007 2019
Decatur, IL — 131 12,499 91 131 12,590 12,721 ( 1,354 ) 2003 2022
San Diego, CA — 4,949 20,227 — 4,949 20,227 25,176 ( 1,363 ) 1994 2023
Houston, TX — 2,419 14,525 — 2,419 14,525 16,944 ( 731 ) 2022 2024
Catonsville, MD — 1,622 10,421 — 1,622 10,421 12,043 ( 409 ) 2023 2024
Los Alamitos, CA — 10,420 23,802 — 10,419 23,802 34,221 ( 459 ) 2003 2025
Escondido, CA — 5,230 3,666 — 5,230 3,666 8,896 ( 70 ) 1996 2025
Norwood, OH — 1,316 10,071 1,021 1,316 11,092 12,408 ( 2,898 ) 1991 2016
— 322,839 2,388,121 119,509 321,225 2,509,243 2,830,468 ( 405,985 )
Senior Housing Communities:
Rosenburg, TX — 124 2,301 392 124 2,693 2,817 ( 1,767 ) 2007 2006
Mesa, AZ — 1,893 5,268 1,210 1,893 6,478 8,371 ( 4,480 ) 1986 2007
Englewood, CO — 420 1,160 189 420 1,349 1,769 ( 616 ) 2011 2009
F-60
SCHEDULE III
REAL ESTATE ASSETS AND ACCUMULATED DEPRECIATION
DECEMBER 31, 2025
(dollars in thousands)
Aurora, CO — 570 1,692 248 570 1,940 2,510 ( 1,261 ) 1986 2010
Abilene, TX — 244 3,241 81 244 3,322 3,566 ( 2,413 ) 2008 2011
Ventura, CA — 1,542 4,012 113 1,542 4,125 5,667 ( 1,302 ) 1990 2011
Las Vegas, NV — 908 4,767 281 908 5,048 5,956 ( 3,751 ) 1986 2011
Phoenix, AZ — 1,011 2,053 490 1,011 2,543 3,554 ( 1,404 ) 1974 2011
Reno, NV — 367 1,633 52 367 1,685 2,052 ( 784 ) 1993 2012
Redmond, WA — 2,835 3,784 395 2,835 4,179 7,014 ( 1,937 ) 2013 2013
Santa Maria, CA — 1,792 2,253 585 1,792 2,838 4,630 ( 1,960 ) 1967 2013
Orem, UT — 444 2,265 176 444 2,441 2,885 ( 731 ) 1995 2013
Glendale, AZ — 61 304 372 61 676 737 ( 584 ) 2004 2002
Riverside, CA — 342 802 3,360 342 4,162 4,504 ( 3,828 ) 2012 2009
Salt Lake City, UT — 411 2,312 258 411 2,570 2,981 ( 2,277 ) 1994 2011
New Bern, NC — 312 6,919 155 129 2,946 3,075 ( 149 ) 2010 2016
Pikeville, NC — 131 4,157 — 52 1,674 1,726 ( 84 ) 2011 2016
Lodi, CA — 392 3,605 59 392 3,664 4,056 ( 854 ) 1984 2016
Brookfield, WI — 493 14,002 184 243 6,170 6,413 ( 541 ) 2013 2017
New Berlin, WI — 356 10,812 212 190 5,245 5,435 ( 452 ) 2016 2017
Escondido, CA — 4,362 7,997 — 4,362 7,997 12,359 ( 1,327 ) 2015 2019
Bountiful, UT — 2,480 4,804 15 2,480 4,819 7,299 ( 771 ) 1999 2020
Bartlett, IL — 1,964 5,650 — 1,964 5,650 7,614 ( 423 ) 2017 2023
Elmhurst, IL — 2,852 7,348 — 2,852 7,348 10,200 ( 542 ) 2017 2023
Lansing, MI — 888 9,871 — 888 9,871 10,759 ( 722 ) 2018 2023
Beavercreek, OH — 1,165 8,616 — 1,165 8,616 9,781 ( 622 ) 2018 2023
San Bernardino, CA — 1,631 9,263 — 1,631 9,263 10,894 ( 476 ) 2003 2024
Boonsboro, MD — 1,205 508 — 1,205 508 1,713 ( 16 ) 2022 2024
Concord, CA — 7,088 13,331 — 7,088 13,331 20,419 ( 286 ) 2020 2025
St. Louis, MO — 3,349 10,335 — 3,349 10,335 13,684 ( 46 ) 2004 2025
Dayton, OH — 976 11,158 — 976 11,158 12,134 ( 53 ) 2022 2025
San Juan Capistrano, CA — 11,176 25,298 350 11,176 25,648 36,824 ( 3,307 ) 1999 2021
Camarillo, CA — 7,516 30,552 — 7,516 30,552 38,068 ( 3,799 ) 2000 2021
Carlsbad, CA — 7,398 19,714 — 7,398 19,714 27,112 ( 2,488 ) 1999 2021
Rancho Mirage, CA — 4,024 16,790 — 4,024 16,790 20,814 ( 2,162 ) 2000 2021
San Dimas, CA — 9,592 5,936 — 9,592 5,936 15,528 ( 318 ) 1999 2024
Yorba Linda, CA — 6,493 6,025 — 6,493 6,025 12,518 ( 293 ) 1999 2024
San Diego,CA — 19,009 13,079 — 19,009 13,079 32,088 ( 631 ) 1999 2024
Newcastle upon Tyne, UK — 993 4,962 — 993 4,962 5,955 ( 89 ) 1990 2025
Cornwall, UK — 878 2,872 305 878 3,177 4,055 ( 61 ) 1930 2025
Wigan, UK — 912 2,070 — 912 2,070 2,982 ( 45 ) 1970 2025
Notts, UK — 500 3,564 — 500 3,564 4,064 ( 59 ) 1990 2025
Cheshire, UK — 1,133 1,378 163 1,133 1,541 2,674 ( 38 ) 1985 2025
Leicester, UK — 1,561 5,848 — 1,561 5,848 7,409 ( 108 ) 1970 2025
F-61
SCHEDULE III
REAL ESTATE ASSETS AND ACCUMULATED DEPRECIATION
DECEMBER 31, 2025
(dollars in thousands)
Northants, UK — — 1,574 1,694 — 3,268 3,268 ( 38 ) 1800 2025
Northants, UK — — 4,880 — — 4,880 4,880 ( 91 ) 2017 2025
Cheshire, UK — 1,610 3,651 85 1,610 3,736 5,346 ( 83 ) 1970 2025
Nottingham, UK — 747 4,795 — 747 4,795 5,542 ( 83 ) 1990 2025
Chester, UK — 1,365 775 — 1,365 775 2,140 ( 18 ) 1970 2025
Witney, UK — — 10,459 — — 10,459 10,459 ( 277 ) 1860 2025
Wigan, UK — 1,149 3,785 — 1,149 3,785 4,934 ( 76 ) 1960 2025
Cheshire, UK — 452 1,435 — 452 1,435 1,887 ( 26 ) 1980 2025
Warrington, UK — 742 2,445 — 742 2,445 3,187 ( 50 ) 1960 2025
Essex, UK — 1,995 6,228 — 1,995 6,228 8,223 ( 108 ) 1998 2025
Wigan, UK — 577 2,382 — 577 2,382 2,959 ( 48 ) 1960 2025
Leigh, UK — 1,199 2,218 — 1,199 2,218 3,417 ( 53 ) 1960 2025
Cheshire, UK — — 1,829 — — 1,829 1,829 ( 37 ) 1974 2025
Smethwick, UK — 742 5,655 — 742 5,655 6,397 ( 97 ) 2000 2025
Higher Ince, UK — 1,147 2,154 — 1,147 2,154 3,301 ( 51 ) 1990 2025
Ely, UK — 7,528 5,303 — 7,528 5,303 12,831 ( 136 ) 1885 2025
Cheshire, UK — 873 4,253 — 873 4,253 5,126 ( 76 ) 1980 2025
Leigh, UK — 615 2,164 — 615 2,164 2,779 ( 42 ) 1968 2025
Suffolk, UK — — 7,018 — — 7,018 7,018 ( 128 ) 2008 2025
Worcestershire, UK — 2,236 1,226 — 2,236 1,226 3,462 ( 25 ) 1850 2025
Staffordshire, UK — 1,456 2,012 — 1,456 2,012 3,468 ( 43 ) 1960 2025
Leics, UK — 1,212 3,197 — 1,212 3,197 4,409 ( 60 ) 2003 2025
Coventry, UK — — 4,059 — — 4,059 4,059 ( 69 ) 1998 2025
Cheshire, UK — 725 867 — 725 867 1,592 ( 19 ) 1980 2025
Cheshire, UK — 1,262 2,626 — 1,262 2,626 3,888 ( 55 ) 1970 2025
Cheshire, UK — 1,469 916 — 1,469 916 2,385 ( 20 ) 1970 2025
Wigan, UK — 1,308 2,223 — 1,308 2,223 3,531 ( 55 ) 1980 2025
Lancashire, UK — 1,734 3,252 — 1,734 3,252 4,986 ( 67 ) 1890 2025
Cheshire, UK — 1,637 5,524 188 1,637 5,712 7,349 ( 112 ) 1980 2025
Malvern, UK — — 3,457 — — 3,457 3,457 ( 61 ) 2009 2025
Wirral, UK — — 8,942 — — 8,942 8,942 ( 148 ) 2010 2025
Wigan, UK — 514 2,040 — 514 2,040 2,554 ( 38 ) 1960 2025
Stourbridge, UK — 1,163 1,602 — 1,163 1,602 2,765 ( 33 ) 1850 2025
Norfolk, UK — 1,820 3,517 5 1,820 3,522 5,342 ( 64 ) 1997 2025
North Yorkshire, UK — 950 4,033 — 950 4,033 4,983 ( 70 ) 2005 2025
North Yorkshire, UK — — 9,791 — — 9,791 9,791 ( 168 ) 2010 2025
North Yorkshire, UK — — 7,834 — — 7,834 7,834 ( 134 ) 2015 2025
Cleveland, UK — 1,149 10,465 — 1,149 10,465 11,614 ( 195 ) 2009 2025
Bristol, UK — 3,266 11,030 128 3,266 11,158 14,424 ( 190 ) 1890 2025
Newcastle upon Tyne, UK — 1,184 5,066 — 1,184 5,066 6,250 ( 88 ) 2005 2025
Newcastle upon Tyne, UK — 296 1,414 — 296 1,414 1,710 ( 25 ) 2005 2025
F-62
SCHEDULE III
REAL ESTATE ASSETS AND ACCUMULATED DEPRECIATION
DECEMBER 31, 2025
(dollars in thousands)
Middlesbrough, UK — 556 5,464 — 556 5,464 6,020 ( 93 ) 2005 2025
Tyne and Wear, UK — 276 3,674 — 276 3,674 3,950 ( 60 ) 2006 2025
Newcastle upon Tyne, UK — 787 5,063 641 787 5,704 6,491 ( 82 ) 2002 2025
Shildon, UK — 373 2,856 — 373 2,856 3,229 ( 48 ) 2005 2025
Glasgow, UK — 854 9,833 — 854 9,833 10,687 ( 171 ) 1996 2025
Glasgow, UK — 276 5,638 — 276 5,638 5,914 ( 97 ) 1992 2025
Harrogate, UK — 2,331 15,893 — 2,331 15,893 18,224 ( 271 ) 2007 2025
Motherwell, UK — 1,427 3,210 — 1,427 3,210 4,637 ( 62 ) 1990 2025
Falkirk, UK — 391 2,656 — 391 2,656 3,047 ( 49 ) 1860 2025
Stirling, UK — 932 6,125 — 932 6,125 7,057 ( 107 ) 2004 2025
Carlisle, UK — — 8,529 — — 8,529 8,529 ( 148 ) 2006 2025
Carlisle, UK — — 3,698 — — 3,698 3,698 ( 64 ) 2006 2025
Carlisle, UK — — 2,863 — — 2,863 2,863 ( 49 ) 2006 2025
York, UK — 1,025 6,779 344 1,025 7,123 8,148 ( 128 ) 1996 2025
Chipping Norton, UK — 10,824 2,237 — 10,824 2,237 13,061 ( 47 ) 1250 2025
Devon, UK — 4,085 2,497 3 4,085 2,500 6,585 ( 59 ) 1920 2025
Ipswich, UK — 1,482 5,765 — 1,482 5,765 7,247 ( 100 ) 1970 2025
Ipswich, UK — 2,451 10,128 — 2,451 10,128 12,579 ( 173 ) 2011 2025
Bristol, UK — 2,291 8,590 81 2,291 8,671 10,962 ( 147 ) 2014 2025
Worcester, UK — 2,563 5,844 — 2,563 5,844 8,407 ( 105 ) 1995 2025
Wakefield, UK — 1,722 2,198 — 1,722 2,198 3,920 ( 41 ) 1994 2025
Bradford, UK — 866 2,908 — 866 2,908 3,774 ( 55 ) 1990 2025
Castleford, UK — 1,257 3,291 — 1,257 3,291 4,548 ( 59 ) 1996 2025
Bradford, UK — 2,200 1,301 — 2,200 1,301 3,501 ( 23 ) 1998 2025
Bradford, UK — 993 2,979 — 993 2,979 3,972 ( 52 ) 1996 2025
Bradford, UK — 1,039 1,519 — 1,039 1,519 2,558 ( 27 ) 2003 2025
Glasgow, UK — 518 2,709 — 518 2,709 3,227 ( 48 ) 2004 2025
Glasgow, UK — 879 7,970 — 879 7,970 8,849 ( 149 ) 2000 2025
Sterlingshire, UK — 2,947 4,671 — 2,947 4,671 7,618 ( 112 ) 1996 2025
Lanarkshire, UK — 828 10,981 — 828 10,981 11,809 ( 197 ) 2005 2025
Renfrewshire, UK — 590 10,086 — 590 10,086 10,676 ( 175 ) 2003 2025
Aberdeen, UK — 337 9,231 — 337 9,231 9,568 ( 157 ) 2008 2025
West Lothian, UK — 1,724 2,087 — 1,724 2,087 3,811 ( 43 ) 1990 2025
Inverclyde, UK — 673 8,816 — 673 8,816 9,489 ( 158 ) 2006 2025
Ayrshire, UK — 343 4,974 — 343 4,974 5,317 ( 87 ) 2001 2025
Carlisle, UK — 703 5,039 — 703 5,039 5,742 ( 92 ) 1990 2025
Bury St Edmonds, UK — 3,951 5,017 — 3,951 5,017 8,968 ( 125 ) 1970 2025
Belfast, UK — — 6,604 — — 6,604 6,604 ( 125 ) 1990 2025
Donaghadee, UK — 1,786 2,125 — 1,786 2,125 3,911 ( 42 ) 1990 2025
Belfast, UK — 663 4,522 — 663 4,522 5,185 ( 81 ) 1990 2025
Hartlepool, UK — 634 11,364 — 634 11,364 11,998 ( 187 ) 2022 2025
F-63
SCHEDULE III
REAL ESTATE ASSETS AND ACCUMULATED DEPRECIATION
DECEMBER 31, 2025
(dollars in thousands)
Wiltshire, UK — 3,015 5,374 — 3,015 5,374 8,389 ( 95 ) 1800 2025
Norwich, UK — 3,655 — — 3,655 — 3,655 — N/A 2025
Suffolk, UK — 1,602 12,431 — 1,602 12,431 14,033 ( 203 ) 1600 2025
East Ayrshire, UK — 391 2,072 — 391 2,072 2,463 ( 36 ) 1840 2025
Cornwall, UK — 5,131 3,435 4 5,131 3,439 8,570 ( 79 ) 1980 2025
Belfast, UK — 749 6,110 — 749 6,110 6,859 ( 107 ) 2001 2025
Larne, UK — 1,107 7,509 — 1,107 7,509 8,616 ( 128 ) 2007 2025
South Molton, UK — 2,678 13,038 — 2,678 13,038 15,716 ( 221 ) 2012 2025
South Molton, UK — 2,512 4,232 — 2,512 4,232 6,744 ( 80 ) 1850 2025
Minehead, UK — 6,137 6,822 — 6,137 6,822 12,959 ( 144 ) 1900 2025
Nottinghamshire, UK — 1,197 11,010 73 1,197 11,083 12,280 ( 192 ) 2014 2025
Mansfield, UK — 620 2,382 58 620 2,440 3,060 ( 47 ) 1883 2025
Glasgow, UK — 708 2,985 — 708 2,985 3,693 ( 56 ) 1996 2025
Glasgow, UK — 352 855 — 352 855 1,207 ( 16 ) 1990 2025
Glasgow, UK — 1,108 2,931 — 1,108 2,931 4,039 ( 56 ) 1996 2025
New Romney, UK — 1,744 5,149 741 1,744 5,890 7,634 ( 93 ) 1997 2025
Kent, UK — 14,230 8,207 — 14,230 8,207 22,437 ( 207 ) 1995 2025
Kirkcaldy, UK — 547 5,733 — 547 5,733 6,280 ( 94 ) 2005 2025
Leven, UK — 447 2,548 — 447 2,548 2,995 ( 45 ) 1980 2025
Cowdenbeath, UK — 452 1,677 — 452 1,677 2,129 ( 33 ) 1990 2025
Auchtertool, UK — 559 2,502 — 559 2,502 3,061 ( 44 ) 1970 2025
Crossgates, UK — 446 3,480 — 446 3,480 3,926 ( 59 ) 2007 2025
Cardenden, UK — 334 2,522 — 334 2,522 2,856 ( 46 ) 1910 2025
Crossgates, UK — 261 1,437 — 261 1,437 1,698 ( 26 ) 1980 2025
Glenrothes, UK — 650 712 — 650 712 1,362 ( 14 ) 1994 2025
Falkland, UK — 584 4,987 — 584 4,987 5,571 ( 83 ) 2013 2025
Glenrothes, UK — 441 6,715 — 441 6,715 7,156 ( 110 ) 2009 2025
Kirkcaldy, UK — 615 3,337 — 615 3,337 3,952 ( 61 ) 1975 2025
Cellardyke, UK — 787 2,438 — 787 2,438 3,225 ( 45 ) 2000 2025
Cheshire, UK — 4,740 5,960 90 4,740 6,050 10,790 ( 142 ) 1900 2025
Shrewsbury, UK — 10,121 10,422 89 10,121 10,511 20,632 ( 275 ) 1905 2025
Wellington, UK — 3,579 10,715 — 3,579 10,715 14,294 ( 214 ) 1875 2025
Bridgnorth, UK — 5,961 7,038 56 5,961 7,094 13,055 ( 160 ) 1850 2025
Shrewsbury, UK — 1,899 9,161 71 1,899 9,232 11,131 ( 155 ) 1990 2025
Church Stretton, UK — 2,804 4,569 — 2,804 4,569 7,373 ( 94 ) 1779 2025
Darlington, UK — 820 2,477 — 820 2,477 3,297 ( 45 ) 1990 2025
Northamptonshire, UK — 2,131 8,199 — 2,131 8,199 10,330 ( 95 ) 1986 2025
Scarborough, UK — 634 2,600 — 634 2,600 3,234 ( 29 ) 2003 2025
Nuneaton, UK — 1,222 4,676 — 1,222 4,676 5,898 ( 51 ) 2000 2025
North Tyneside, UK — 840 7,340 — 840 7,340 8,180 ( 78 ) 1996 2025
Knottingley, UK — 788 3,110 — 788 3,110 3,898 ( 34 ) 1995 2025
F-64
SCHEDULE III
REAL ESTATE ASSETS AND ACCUMULATED DEPRECIATION
DECEMBER 31, 2025
(dollars in thousands)
Jarrow, UK — 906 3,313 — 906 3,313 4,219 ( 37 ) 2000 2025
Darlington UK — 1,760 3,327 — 1,760 3,327 5,087 ( 44 ) 2004 2025
Bilston, UK — 1,328 5,103 — 1,328 5,103 6,431 ( 33 ) 1995 2025
— 308,084 920,781 13,996 307,406 914,371 1,221,777 ( 61,115 )
Senior Housing Managed:
Kyle, TX — 1,697 12,707 — 1,697 12,707 14,404 ( 32 ) 2013 2025
League City, TX — 1,047 12,393 — 1,047 12,393 13,440 ( 27 ) 2013 2025
Manvel, TX — 1,091 9,165 — 1,091 9,165 10,256 ( 21 ) 2014 2025
— 3,835 34,265 — 3,835 34,265 38,100 ( 80 )
— $ 634,758 $ 3,343,167 $ 133,505 $ 632,466 $ 3,457,879 $ 4,090,345 $ ( 467,180 )
(1) The aggregate cost of real estate for federal income tax purposes was $ 4.1 billion.
F-65
SCHEDULE III
REAL ESTATE ASSETS AND ACCUMULATED DEPRECIATION
DECEMBER 31, 2025
(dollars in thousands)
Year Ended December 31,
Real estate: 2025 2024 2023
Balance at the beginning of the period $ 2,587,331 $ 1,899,290 $ 1,721,871
Acquisitions 1,559,055 793,733 233,876
Improvements 11,821 6,514 8,878
Impairment — ( 4,430 ) ( 10,078 )
Sales and/or transfers to assets held for sale, net ( 67,862 ) ( 107,776 ) ( 55,257 )
Balance at the end of the period $ 4,090,345 $ 2,587,331 $ 1,899,290
Accumulated depreciation:
Balance at the beginning of the period $ ( 390,218 ) $ ( 350,732 ) $ ( 315,914 )
Depreciation expense ( 80,450 ) ( 50,896 ) ( 45,275 )
Impairment — 906 2,076
Sales and/or transfers to assets held for sale, net 3,488 10,504 8,381
Balance at the end of the period $ ( 467,180 ) $ ( 390,218 ) $ ( 350,732 )
F-66
SCHEDULE IV
MORTGAGE LOANS ON REAL ESTATE
DECEMBER 31, 2025
(dollars in thousands)
Description Contractual Interest Rate Maturity Date Periodic Payment Terms Prior Liens Principal Balance Book Value (1)
Carrying Amount of Loans Subject to Delinquent Principal or Interest
Mortgage Secured Loans:
Multiple ( 21 SNF, 16 Senior housing)
8.4 % 2029 (3)
$ — $ 260,000 $ 267,950 N/A
North Carolina ( 7 SNF)
9.2 % (2)
2029 (6)
— 174,000 182,562 N/A
West Virginia ( 18 SNF)
8.5 % 2028 (3)
507,500 (4)
75,000 73,450 N/A
California ( 1 Senior housing)
9.3 % 2028 (3)
— 36,750 37,099 N/A
West Virginia ( 18 SNF)
9.7 % 2028 (3)
478,500 (4)
29,000 29,239 N/A
Tennessee ( 2 SNF)
9.1 % 2031 (3)
— 26,675 27,174 N/A
California ( 1 SNF, 2 Senior housing)
9.0 % 2033 (3)
— 25,993 26,105 N/A
Washington ( 2 SNF)
8.5 % 2035 (3)
— 25,065 25,200 N/A
United Kingdom ( 1 Senior housing)
8.5 % 2026 (3)
— 20,888 21,728 N/A
Maryland ( 1 SNF)
9.6 % (2)
2039 (3)
— 19,190 19,400 N/A
Florida ( 2 SNF)
9.0 % 2028 (3)
— 15,727 15,640 N/A
Washington ( 1 SNF)
8.5 % 2034 (3)
— 11,250 11,332 N/A
Colorado ( 1 SNF )
8.5 % 2034 (3)
— 9,800 10,336 N/A
California ( 1 Senior housing)
9.9 % 2026 (3)
— 6,300 6,386 N/A
California ( 4 SNF)
12.0 % 2026 (6)
38,330 (5)
3,564 3,593 N/A
Florida ( 1 Senior housing)
9.0 % 2027 (3)
— 1,000 1,008 N/A
Mezzanine Loans:
West Virginia ( 18 SNF)
11.0 % 2032 (3)
582,500 (4)
25,000 23,575 N/A
Maryland ( 2 SNF)
13.2 % (2)
2034 (3)
33,310 (5)
11,511 11,740 N/A
Missouri ( 8 SNF, 2 Senior housing)
14.0 % (2)
2027 (6)
100,200 (5)
9,800 10,390 N/A
California ( 2 SNF)
11.5 % 2029 (3)
13,156 (5)
7,365 7,438 N/A
Maryland ( 1 SNF)
12.5 % 2030 (3)
7,252 (5)
3,300 3,332 N/A
$ 1,760,748 $ 797,178 $ 814,677
(1) The aggregate cost for federal income tax purposes was $ 797.2 million as of December 31, 2025.
(2) Interest rates are variable and represent the rate in effect as of December 31, 2025.
(3) Interest is due monthly, and principal is due at the maturity date.
(4) The secured term loan was structured with an “A” tranche, a “B” tranche, and a “C” tranche, with the “C” tranche being the most subordinate. The Company’s loans constituted the entirety of the “B” and “C” tranches. The Company also extended a mezzanine loan to the borrower group. Accordingly, the amounts of the prior liens at December 31, 2025 are estimated.
(5) The first mortgage loans on these properties are not held by the Company. Accordingly, the amounts of the prior liens at December 31, 2025 are estimated.
(6) Interest is due monthly, and principal begins amortizing during the term of the loan.
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SCHEDULE IV
MORTGAGE LOANS ON REAL ESTATE
DECEMBER 31, 2025
(dollars in thousands)
Changes in mortgage secured and mezzanine loans are summarized as follows (in thousands):
Year Ended December 31,
2025 2024 2023
Balance at beginning of period $ 741,004 $ 178,568 $ 156,368
Additions during period:
New mortgage and mezzanine loans 131,213 555,203 53,834
Interest income added to principal 647 2,600 388
Total additions 131,860 557,803 54,222
Deductions during period:
Paydowns/Repayments ( 73,901 ) ( 4,412 ) ( 25,537 )
Unrealized gain (loss), net 16,181 9,045 ( 6,485 )
Amortized fees ( 117 ) — —
Total deductions ( 57,837 ) 4,633 ( 32,022 )
Change in balance due to foreign currency translation ( 350 ) — —
Balance at end of period $ 814,677 $ 741,004 $ 178,568
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