What changed in this filing

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Item 2. Management’s Discussion and Analysis

2026-08-06 compared with 2026-05-07 · 171 added, 143 removed, 278 unchanged (53% of the section changed)

15 unchanged sentences

(v) the ability and willingness of our tenants, managers and borrowers to renew their agreements with us, and our ability to reposition our properties on the same or better terms in the event of nonrenewal or in the event we replace an existing tenant or manager;

(vi) the risk that we may have to incur additional impairment charges related to our assets held for sale if we are unable to sell such assets at the prices we expect;

(vi) the risk that we may have to incur impairment charges related to any asset sales if we are unable to sell such assets at the prices we expect;

(vii) the impact of public health crises;

9 unchanged sentences

(xvii) fluctuating interest and currency rates;

and (xviii) any additional factors included under Item 1A “Risk Factors” in our Annual Report on Form 10-K for the year ended December 31, 2025, as such risk factors may be amended, supplemented or superseded from time to time by other reports we file with the Securities and Exchange Commission (the “SEC”).

(xviii) risks and challenges related to our use of, or inability to use, artificial intelligence;

and (xix) any additional factors included under Item 1A “Risk Factors” in our Annual Report on Form 10-K for the year ended December 31, 2025 and our Quarterly Report on Form 10-Q for the quarter ended June 30, 2026, as such risk factors may be amended, supplemented or superseded from time to time by other reports we file with the Securities and Exchange Commission (the “SEC”).

Forward-looking statements speak only as of the date of this report.

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The Operating Partnership is managed by CareTrust REIT’s wholly-owned subsidiary, CareTrust GP, LLC, which is the sole general partner of the Operating Partnership.

As of March 31, 2026, we owned, directly or indirectly in consolidated joint ventures, and leased to independent operators, 417 skilled nursing facilities (each, a “SNF”), senior housing communities and other properties consisting of 38,512 operational beds and units located in 32 states and the United Kingdom with the highest concentration of properties by rental income located in California, the U.K., Texas, and Tennessee.

As of March 31, 2026, we also had other real estate related investments consisting of four preferred equity investments, 17 real estate secured loans receivable and five mezzanine loans receivable with a carrying value of $931.5 million and one financing receivable with a carrying value of $92.5 million.

As of June 30, 2026, we owned, directly or indirectly in consolidated joint ventures, and leased to independent operators, 426 skilled nursing facilities (each, a “SNF”), senior housing communities and other properties consisting of 39,667 operational beds and units located in 33 states and the United Kingdom with the highest concentration of properties by rental income located in the U.K., California, Texas and Tennessee.

As of June 30, 2026, we also had other real estate related

investments consisting of four preferred equity investments, 21 real estate secured loans receivable and four mezzanine loans receivable with a carrying value of $1.1 billion and three financing receivables with a carrying value of $556.2 million.

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

As of March 31, 2026, CareTrust REIT also owned, indirectly in consolidated joint ventures, the properties and operations of three senior housing communities consisting of 270 units in Texas that are operated on our behalf by independent managers pursuant to the terms of separate management agreements under our SHOP platform.

As of June 30, 2026, CareTrust REIT also owned, indirectly in consolidated joint ventures, the properties and operations of four senior housing communities consisting of 372 units in Texas and Arizona that are operated on our behalf by independent managers pursuant to the terms of separate management agreements under our SHOP platform.

Recent Developments

1 unchanged sentence

Recent macroeconomic conditions, particularly market uncertainty, immigration restrictions and changes to immigration enforcement policy, changes to the U.S.

healthcare system, shutdown of the federal government, inflation (including higher supply costs and shortages), effects of global tariffs, elevated interest rates and related changes to consumer spending, have adversely impacted and could continue to adversely impact our tenants’ ability to meet some of their financial obligations to us.

healthcare system, inflation (including higher supply costs and shortages), effects of global tariffs, elevated interest rates and related changes to consumer spending, have adversely impacted and could continue to adversely impact our tenants’ ability to meet some of their financial obligations to us.

Higher interest rates and market volatility have also increased our costs of capital to finance acquisitions and increased our borrowing costs.

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From time to time in the past, we have taken actions to reposition one or more properties with a replacement tenant or sell the property and, in certain cases, we have also restructured tenants’ long-term obligations.

During the three months ended March 31, 2026, we collected approximately 100% of contractual rents and interest due from our operators and borrowers.

During the three months ended June 30, 2026, we collected approximately 100% of contractual rents and interest due from our operators and borrowers.

In the event our tenants or borrowers are unable to satisfy their obligations to us and we are unable to effect these actions on terms that are as favorable to us as those currently in place, our rental and interest income would be adversely impacted and we may incur additional expenses or obligations and be required to recognize additional impairment charges or fair value adjustments.

Regulatory Updates

The Centers for Medicare and Medicaid Services (“CMS”) issued a final rule on July 31, 2025, updating Medicare payment policies and rates for SNFs for fiscal year 2026.

This update provides for a net increase of 3.2% in Medicare Part A payments to SNFs.

The following information supplements and updates, and should be read in conjunction with, the information contained under the caption Item 7.

Management’s Discussion and Analysis of Financial Condition and Results of Operations - Recent Developments - Regulatory Updates, in our Annual Report on Form 10-K for the year ended December 31, 2025.

On July 29, 2026, Centers for Medicare and Medicaid Services (“CMS”) issued a final rule updating SNF payment rates for fiscal year 2027, providing for a net increase of 2.4% in Medicare Part A payments to SNFs, representing an estimated $882.7 million increase in aggregate payments to SNFs.

This increase is expected to partially offset some of our tenants’ and borrowers’ higher operating costs.

In April 2026, CMS proposed a payment rate update to SNF reimbursements for fiscal 2027, which includes a net increase of 2.4% in Medicare Part A payments to SNFs.

This increase, if finalized, is expected to partially offset some of our tenants’ and borrowers’ higher operating costs.

In connection with the fiscal year 2027 proposed rule, CMS issued a Request for Information (“RFI”) seeking input on methodologies to quantify and address potential "case-mix creep" under the Patient-Driven Payment Model (“PDPM”).

While the RFI does not propose specific rate changes, it indicates CMS may pursue future recalibrations to PDPM that could reduce per-beneficiary Medicare payments to SNFs in fiscal years beyond fiscal year 2027.

Comments are due June 1, 2026.

In the same proposed rule, CMS proposed updates to the SNF Quality Reporting Program, including the removal of two COVID-19 vaccination measures, shorter data submission deadlines, and, beginning with the fiscal year 2031 program year, a requirement that SNFs submit Minimum Data Set assessments for all residents receiving skilled care regardless of payer (estimated by CMS to increase aggregate SNF compliance costs by approximately $88 million annually).

If adopted, these expanded obligations would broaden the conduct that triggers the existing 2-percentage-point reduction to a SNF’s annual market basket update for noncompliance, which could adversely affect our tenants’ and borrowers’ financial condition and ability to meet their obligations to us.

In April 2026, CMS issued revised guidance updating Chapters 5 and 7 of the State Operations Manual, including updates to survey procedures and revisit protocols, strengthened Civil Money Penalty enforcement (with per-instance and per-day fines and public posting of certain penalties on Nursing Home Care Compare beginning June 24, 2026), and refined Immediate Jeopardy definitions.

In connection with the fiscal year 2027 rulemaking, CMS issued a Request for Information (“RFI”) seeking input on methodologies to quantify and address potential "case-mix creep" under the Patient-Driven Payment Model (“PDPM”).

Comments were due June 1, 2026.

In the final rule, CMS confirmed it will take the comments received under advisement in connection with any potential future rulemaking to address case-mix upcoding under PDPM.

While the RFI did not result in specific rate changes for fiscal year 2027, it indicates CMS may pursue future recalibrations to PDPM that could reduce per-beneficiary Medicare payments to SNFs in fiscal years beyond fiscal year 2027.

In the same final rule, CMS finalized updates to the SNF Quality Reporting Program (“QRP”), including the removal of two COVID-19 vaccination measures beginning with the fiscal year 2028 SNF QRP, a shortened data submission timeframe from approximately 4.5 months to approximately 45 days beginning with the fiscal year 2029 SNF QRP, and a requirement that SNFs submit Minimum Data Set assessments for all residents receiving covered skilled care regardless of payer.

These finalized obligations broaden the conduct that triggers the existing 2-percentage-point reduction to a SNF’s annual market basket update for noncompliance, which could adversely affect our tenants’ and borrowers’ financial condition and ability to meet their obligations to us.

Non-compliance could harm operators’ reputations and ability to attract patients.

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California Senate Bill No.

525 (“SB 525”), signed into law on October 13, 2023 and effective October 16, 2024, requires substantial minimum wage increases for workers at certain health care facilities (including licensed SNFs) operating in

The current $21 per hour minimum wage for covered health care employees, in effect since June 1, 2024, is scheduled to increase to $22 or $23 per hour (depending on property type) on June 1, 2026, with a further increase to $25 per hour on June 1, 2028.

The upcoming June 2026 step-up may further pressure operating costs for our California-based tenants and borrowers, which could adversely affect their financial condition and ability to meet their obligations to us.

The minimum wage increased from $21 per hour to $22 or $23 per hour (depending on property type) on June 1, 2026, with a further increase to $25 per hour on June 1, 2028.

The step-up may further pressure operating costs for our California-based tenants and borrowers, which could adversely affect their financial condition and ability to meet their obligations to us.

Recent Investments

The following table summarizes our acquisitions from January 1, 2026 through March 31, 2026 (dollars in thousands):

The following table summarizes our acquisitions from January 1, 2026 through June 30, 2026 (dollars in thousands):

Type of Property Purchase Price (1)

3 unchanged sentences

Senior housing triple-net (4)(5)

246,604 20,695 12 1,296

15,680 N/A 1 102

Total $ 423,576 $ 35,275 20 2,054

2 unchanged sentences

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

The following table summarizes our other real estate related investments from January 1, 2026 through March 31, 2026 (dollars in thousands):

(4) Includes properties held in consolidated joint ventures.

See Note 15, Variable Interest Entities , for additional information.

(5) Includes non-cash consideration related to the acquisition of one property previously subject to a loan in which the principal and interest under the loan agreement was settled in exchange for title of the property.

The following table summarizes our financing receivable investments from January 1, 2026 through June 30, 2026 (dollars in thousands):

Investment Type Investment (1)

Interest Rate Number of Properties (2)

Initial Annual Interest Income (2)

Number of Properties Number of Beds/Units (3)

Financing receivables $ 467,129 $ 45,433 22 2,433

Total $ 467,129 $ 45,433 22 2,433

(1) Includes acquisition costs.

(2) Represents annualized acquisition-date interest income, exclusive of amortization of loan costs.

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

The following table summarizes our other real estate related investments from January 1, 2026 through June 30, 2026 (dollars in thousands):

Investment Type Investment (1)

Weighted Average Effective Interest Rate Number of Properties (2)

Maturity Date

2 unchanged sentences

(1) Loans originated in British Pound are converted at the spot rate on date of investment.

(2) Includes an additional funding on an existing mortgage secured loan receivable.

(2) Includes additional fundings on existing mortgage secured loans receivable.

Equity Offering of Common Stock

On May 18, 2026, we entered into an underwriting agreement in connection with an underwritten public offering of 12.5 million shares of common stock, sold on a forward basis pursuant to forward sale agreements.

The underwriters exercised in full their option to purchase an additional 1.9 million shares on May 20, 2026.

The forward sale agreements have an initial forward price of $40.225 per share, subject to certain adjustments, and mature on May 20, 2027.

As of June 30, 2026, 14.4 million shares remained unsettled, representing approximately $578.2 million in gross proceeds.

At-The-Market Offering of Common Stock

On February 17, 2026, we entered into a new equity distribution agreement to issue and sell, from time to time, up to $1.0 billion in aggregate offering price of our common stock through an “at-the-market” equity offering program (the “New ATM Program”) and terminated our 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 shares of our common stock under the ATM Program.

We expect to fully physically settle ATM forward contracts entered into under the ATM program by delivery of shares of common stock to the forward purchaser and receipt of 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 we 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.

In addition to the issuance and sale of shares of our 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 shares of our common stock under the ATM Program.

We expect to fully physically settle ATM forward contracts entered into under the ATM program by delivery of shares of common stock to the forward purchaser and receipt of cash proceeds upon one or more settlement dates, which are typically a one-year term, at our discretion, prior to the final settlement date, at which time we 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 we 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.

As of March 31, 2026, 9.5 million shares remained unsettled under forward contracts, representing approximately $363.6 million in gross proceeds.

The following table summarizes the ATM Program activity for the three months ended March 31, 2026 and 2025 (in thousands, except per share amounts):

Three Months Ended March 31,

As of June 30, 2026, 0.1 million shares remained unsettled under the ATM Program, representing approximately $2.5 million in gross proceeds.

The following table summarizes the ATM Program activity for the three and six months ended June 30, 2026 and 2025 (in thousands, except per share amounts):

Three Months Ended June 30,

Six Months Ended June 30,

2026 2025 2026 2025

Number of shares 9,503 12,055 13,003 12,608

2 unchanged sentences

$ 363,584 $ 353,907 $ 493,084 $ 369,871

(1) Total gross proceeds is before $1.0 million and $0.2 million of commissions paid to sales agents and forward adjustments during the three months ended March 31, 2026 and 2025, respectively, under the ATM Program.

As of March 31, 2026, we had $879.0 million available for future issuances under the New ATM Program.

(1) Total gross proceeds is before $7.0 million and $4.4 million of commissions paid to sales agents and forward adjustments during the three months ended June 30, 2026 and 2025, respectively, under the ATM Program.

Total gross proceeds is before $8.0 million and $4.6 million of commissions paid to the sales agents and forward adjustments during the six months ended June 30, 2026 and 2025, respectively, under the ATM Program.

As of June 30, 2026, we had $876.4 million available for future issuances under the New ATM Program.

Subsequent to June 30, 2026, we entered into forward contracts under the ATM Program to sell 2.2 million shares for gross proceeds of $90.6 million, all of which remain outstanding.

Financing Activity

Subsequent to March 31, 2026, we borrowed $350.0 million net on the Third Amended Revolving Facility (as defined below) to fund recent acquisitions.

In addition, we settled outstanding forward contracts under the ATM Program for 9.5 million shares and gross proceeds of approximately $363.6 million.

Subsequent to June 30, 2026, we borrowed an additional $285.0 million, net under the Third Amended Revolving Facility (as defined below) to fund recent acquisitions.

Results of Operations

Three Months Ended March 31, 2026 Compared to Three Months Ended December 31, 2025:

Three Months Ended June 30, 2026 Compared to Three Months Ended March 31, 2026:

Three Months Ended Increase

(Decrease) Percentage

(in thousands) March 31, 2026 December 31, 2025

(in thousands) June 30, 2026 March 31, 2026

Rental income $ 118,205 $ 114,196 $ 4,009 4 %

Resident fees and services 4,643 3,852 791 21 %

Interest income from financing receivable 2,778 2,891 (113) (4) %

Interest income from financing receivables 11,696 2,778 8,918 *

Interest income from other real estate related investments and other income 26,804 21,957 4,847 22 %

3 unchanged sentences

Senior housing operating expenses 3,732 3,106 626 20 %

Impairment of real estate investments — 2,031 (2,031) (100) %

Transaction costs 352 207 145 70 %

Property operating expenses (recoveries) 296 (1,460) 1,756 *

Provision for loan losses 4,671 — 4,671 100 %

Property operating (recoveries) expenses (4) 296 (300) *

General and administrative 15,777 14,337 1,440 10 %

Other income (loss):

Other income, net — 4,350 (4,350) (100) %

Gain on sale of real estate, net — 27,672 (27,672) (100) %

Other income:

Unrealized gain on other real estate related investments, net 1,725 7 1,718 *

Gain (loss) on foreign currency transactions 57 (103) 160 *

Gain on foreign currency transactions, net 75 57 18 32 %

Income tax expense (2,535) (2,271) (264) 12 %

Net (loss) income attributable to noncontrolling interests (705) 971 (1,676) *

Net loss attributable to noncontrolling interests (760) (705) (55) 8 %

* Not meaningful

2 unchanged sentences

Three Months Ended Increase (Decrease)

(in thousands) March 31, 2026 December 31, 2025

(in thousands) June 30, 2026 March 31, 2026

Contractual cash rent $ 111,864 $ 107,956 $ 3,908

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Total contractual rent includes initial contractual 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.

Total contractual rent increased by $7.8 million due to a $7.1 million increase in rental income from real estate investments made after September 30, 2025, a $1.1 million increase in rental rates for our existing tenants, an increase of $0.2 million related to recoveries, and an increase of $0.1 million in tenant reimbursements partially offset by a $0.7 million decrease in rental income related to dispositions.

Straight-line rent increased by $0.3 million related to real estate investments.

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.

Total contractual rent increased by $3.6 million due to a $3.4 million increase in rental income from real estate investments made after December 31, 2025 and a $0.8 million increase in rental rates for our existing tenants, partially offset by a $0.3 million decrease from tenant reimbursements, a $0.2 million decrease related to recoveries in the quarter ended March 31, 2026 and a $0.1 million decrease related to tenants on a cash basis.

Resident fees and services.

The $2.6 million increase in resident fees and services was due to the acquisition of three senior housing communities under the SHOP platform in December 2025.

Interest income from financing receivable.

Interest income from financing receivable did not change significantly during the quarter ended March 31, 2026 compared to the quarter ended December 31, 2025.

The $0.8 million, or 21%, increase in resident fees and services was primarily due to the acquisition of one senior housing community under the SHOP platform in May 2026.

Interest income from financing receivables.

The $8.9 million increase in interest income from financing receivables was primarily due to the origination of two financing receivables during the three months ended June 30, 2026.

Interest income from other real estate related investments and other income.

The $2.5 million, or 10%, decrease in interest income from other real estate related investments and other income was primarily due to a decrease of $3.0 million of interest earned on money market funds, a decrease of $0.8 million related to loan payments, a decrease of $0.3 million related to the number of days in the quarter compared to the prior quarter and a decrease of $0.1 million due to origination fees received in the prior quarter, partially offset by $1.7 million of interest income on new investments made after September 30, 2025.

The $4.8 million, or 22%, increase in interest income from other real estate related investments and other income was primarily due to an increase of $4.6 million of interest income on new investments made after December 31, 2025, an increase of $0.2 million related to the number of days in the quarter compared to the prior quarter, an increase of $0.2 million related to the amortization of loan origination fees, and an increase of $0.1 million of interest earned on cash and cash equivalents, partially offset by a decrease of $0.3 million related to loan payments.

Depreciation and amortization.

The $2.3 million, or 8%, increase in depreciation and amortization was primarily due to an increase of $3.0 million due to acquisitions and capital improvements made after September 30, 2025, partially offset by a decrease of $0.3 million related to dispositions, a decrease of $0.3 million due to reclassifying assets as held for investment in the quarter ended December 31, 2025 and a decrease of $0.1 million related to assets becoming fully depreciated after September 30, 2025.

The $0.9 million, or 3%, increase in depreciation and amortization was primarily due to an increase of $1.2 million due to acquisitions and capital improvements made after December 31, 2025, partially offset by a decrease of $0.3 million related to assets becoming fully depreciated after December 31, 2025.

Interest expense.

Interest expense did not change significantly during the quarter ended March 31, 2026 compared to the quarter ended December 31, 2025.

Interest expense increased by $4.1 million as detailed below:

Change in interest expense for the three months ended June 30, 2026 compared to the three months ended March 31, 2026

(in thousands)

Increases to interest expense due to:

Increase in outstanding borrowing amount for the Revolving Facility $ 4,014

Other changes in interest expense

Total increases to interest expense $ 4,082

Property taxes and insurance.

The $0.2 million, or 9%, increase in property taxes and insurance was primarily due to an increase of $0.1 million due to acquisitions made after September 30, 2025 and an increase of $0.1 million due to reassessments.

The $0.3 million, or 12%, decrease in property taxes and insurance was primarily due to a decrease of $0.5 million due to reassessments, partially offset by an increase of $0.2 million due to acquisitions made after December 31, 2025.

Senior housing operating expenses.

The $2.2 million increase in senior housing operating expenses was due to the acquisition of three senior housing communities under the SHOP platform in December 2025.

Impairment of real estate investments.

During the three months ended March 31, 2026, we did not recognize any impairment charges.

During the three months ended December 31, 2025, we recognized impairment charges of $2.0 million related to one property that was sold during the period.

The $0.6 million, or 20%, increase in senior housing operating expenses was primarily due to the acquisition of one senior housing community under the SHOP platform in May 2026.

Transaction costs.

Transaction costs for the three months ended March 31, 2026 and December 31, 2025 are primarily related to integrating the operations of the Care REIT acquisition in the U.K.

Property operating expenses (recoveries).

During the three months ended March 31, 2026, we recognized $0.3 million of property operating expenses related to assets we sold or transitioned to new operators.

During the three months ended December 31, 2025, we recognized $1.5 million in recoveries related to assets we have sold.

Transaction costs for the three months ended June 30, 2026 and March 31, 2026 are primarily related to integrating the operations of the Care REIT acquisition in the U.K.

Provision for loan losses.

During the three months ended June 30, 2026, we recorded a $4.7 million provision for loan losses due to the credit loss reserve on two new financing receivables originated in the period.

During the three months ended March 31, 2026, we did not record any provision for loan losses.

Property operating (recoveries) expenses.

Property operating (recoveries) expenses for the three months ended June 30, 2026 and March 31, 2026 relate to assets we sold or transitioned to new operators.

General and administrative.

General and administrative expense decreased by $1.1 million as detailed below:

General and administrative expense increased by $1.4 million as detailed below:

Three Months Ended Increase (Decrease)

(in thousands) March 31, 2026 December 31, 2025

(in thousands) June 30, 2026 March 31, 2026

Incentive compensation $ 6,101 $ 4,084 $ 2,017

3 unchanged sentences

Other administrative expense

666 786 (120)

Taxes and insurance 218 233 (15)

1 unchanged sentence

General and administrative expense $ 15,777 $ 14,337 $ 1,440

Other income, net.

During the three months ended March 31, 2026, we did not record any other income.

During the three months ended December 31, 2025, we recorded other income of $5.0 million related to a fee received in connection with the release of a property from a purchase agreement, partially offset by $0.6 million in fees paid in connection with the transaction.

Gain on sale of real estate, net.

During the three months ended March 31, 2026, we did not record any gain on the sale of real estate.

During the three months ended December 31, 2025, we recorded a $27.7 million gain on the sale of real estate related to the sale of one skilled nursing facility and eight senior housing communities.

Unrealized gain on other real estate related investments, net.

During the three months ended March 31, 2026, we recorded $1.5 million of unrealized gains on our secured and mezzanine loans receivable, partially offset by unrealized losses of $0.7 million, to bring the interest rates in line with market rates, and $0.8 million of unrealized foreign currency loss related to two mortgage loans receivable.

During the three months ended December 31, 2025, we recorded an unrealized gain of $9.0 million on our secured and mezzanine loans receivable, to bring the interest rates in line with market rates.

Gain (loss) on foreign currency transactions.

During the three months ended March 31, 2026, we recorded a $0.1 million foreign currency gain related to our cash flow hedges.

During the three months ended December 31, 2025, we recorded a $0.1 million loss related to our cash flow hedges.

During the three months ended June 30, 2026, we recorded $2.6 million of unrealized gains on our secured and mezzanine loans receivable partially offset by unrealized losses of $1.0 million to bring the interest rates in line with market rates and an unrealized foreign currency gain of $0.1 million related to two mortgage loans receivable.

During the three months ended March 31, 2026, we recorded $1.5 million of unrealized gains on our secured and mezzanine loans receivable, partially offset by unrealized losses of $0.7 million, to bring the interest rates in line with market rates, and an unrealized foreign currency loss of $0.8 million related to two mortgage loans receivable.

Gain on foreign currency transactions.

During both the three months ended June 30, 2026 and March 31, 2026, we recorded a $0.1 million foreign currency gain related to our cash flow hedges.

Income tax expense.

During the three months ended March 31, 2026, we recorded $2.3 million of income tax expense primarily related to foreign withholding taxes related to taxable income in the U.K.

During the three months ended December 31, 2025, we recorded $1.9 million of income tax expense primarily related to foreign withholding taxes related to taxable income in the U.K.

Net (loss) income attributable to noncontrolling interests.

Net loss attributable to noncontrolling interests increased during the three months ended March 31, 2026 primarily due to other income recognized in the three months ended December 31, 2025.

Three Months Ended March 31, 2026 Compared to Three Months Ended March 31, 2025:

Three Months Ended Increase

During the three months ended June 30, 2026 and March 31, 2026, we recorded $2.5 million and $2.3 million of income tax expense, respectively, primarily related to foreign withholding taxes related to taxable income in the U.K.

Net loss attributable to noncontrolling interests.

Net loss attributable to noncontrolling interests did not change significantly during the quarter ended June 30, 2026 compared to the quarter ended March 31, 2026.

Six Months Ended June 30, 2026 Compared to Six Months Ended June 30, 2025:

Six Months Ended Increase

(Decrease) Percentage

(in thousands) March 31, 2026 March 31, 2025

(in thousands) June 30, 2026 June 30, 2025

Rental income $ 232,401 $ 157,679 $ 74,722 47 %

Resident fees and services 8,495 — 8,495 100 %

Interest income from financing receivable 2,778 2,807 (29) (1) %

Interest income from financing receivables 14,474 5,693 8,781 *

Interest income from other real estate related investments and other income 48,761 45,718 3,043 7 %

4 unchanged sentences

Transaction costs 559 949 (390) (41) %

Provision for loan losses 4,671 — 4,671 100 %

Property operating expenses 292 1,043 (751) (72) %

11 unchanged sentences

Rental income increased by $74.7 million as detailed below:

Three Months Ended

Six Months Ended

Increase (Decrease)

(in thousands) March 31, 2026 March 31, 2025

(in thousands) June 30, 2026 June 30, 2025

Contractual cash rent $ 219,820 $ 149,883 $ 69,937

6 unchanged sentences

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.

Total contractual rent increased by $39.6 million due to a $35.7 million increase in rental income from real estate investments made after December 31, 2024, a $3.2 million increase in rental rates for our existing tenants, a $1.3 million increase in rental income related to transfers to new operators, and a $0.2 million increase in tenant reimbursements, partially offset by a $0.8 million decrease in rental income related to dispositions made after December 31, 2024.

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.

Total contractual rent increased by $70.3 million due to a $63.5 million increase in rental income from real estate investments made after December 31, 2024, a $5.8 million increase in rental rates for our existing tenants, a $2.2 million increase in rental income related to transfers to new operators, and a $0.4 million increase from tenant reimbursements, partially offset by a $1.4 million decrease in rental income related to dispositions made after December 31, 2024, and a $0.2 million decrease related to tenants on a cash basis.

Straight-line rent increased by $6.3 million due to investments made after December 31, 2024.

Amortization of above and below market leases decreased $0.9 million primarily due to lease terminations in August 2025, which accelerated the amortization of the applicable below market lease intangibles.

Amortization of above and below market leases decreased by $1.9 million primarily due to lease terminations in August 2025, which accelerated the amortization of the applicable below market lease intangibles.

Resident fees and services.

The $3.9 million increase in resident fees and services was due to the acquisition of three senior housing communities under the SHOP platform in December 2025.

Interest income from financing receivable.

Interest income from financing receivable did not change significantly during the quarter ended March 31, 2026 compared to the quarter ended March 31, 2025.

The $8.5 million increase in resident fees and services was primarily due to the acquisition of senior housing communities under the SHOP platform, including three communities acquired in December 2025 and one community acquired in May 2026.

Interest income from financing receivables.

The $8.8 million increase in interest income from financing receivables was primarily due to the origination of two financing receivables during the three months ended June 30, 2026.

Interest income from other real estate related investments and other income.

The $0.2 million decrease in interest and other income was primarily due to a $2.0 million decrease in interest income related to loan repayments made after December 31, 2024, a $1.6 million decrease from interest income earned on escrow deposits, a $0.9 million decrease from interest income on money market funds, and a $0.1 million decrease in interest income due to loan fee amortization, partially offset by a $4.2 million increase related to the origination of loans receivable after December 31, 2024, and a $0.2 million increase from the origination of other loans.

The $3.0 million increase in interest and other income was primarily due to a $12.9 million increase related to the origination of loans receivable after December 31, 2024, partially offset by a $4.7 million decrease related to interest income earned on escrow deposits in the prior period, a $4.2 million decrease related to loan repayments made after December 31, 2024, a $0.8 million decrease from interest income on money market funds, and a $0.2 million decrease in interest income due to other loan fees and loan fee amortization.

Depreciation and amortization.

The $11.6 million, or 65%, increase in depreciation and amortization was primarily due to an increase of $12.3 million related to acquisitions and capital improvements made after December 31, 2024 and an increase of $0.1 million related to reclassifying an asset as held for investment, partially offset by a decrease of $0.3 million due to the disposal of assets and a decrease of $0.5 million due to assets becoming fully depreciated or amortized.

The $20.7 million, or 53%, increase in depreciation and amortization was primarily due to an increase of $22.3 million related to acquisitions and capital improvements made after December 31, 2024 and an increase of $0.2 million related to reclassifying an asset as held for investment, partially offset by a decrease of $1.2 million due to assets becoming fully depreciated or amortized and a decrease of $0.6 million due to the disposal of assets.

Interest expense.

Interest expense increased by $6.9 million as detailed below:

Change in interest expense for the three months ended March 31, 2026 compared to the three months ended March 31, 2025

Change in interest expense for the six months ended June 30, 2026 compared to the six months ended June 30, 2025

(in thousands)

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Decreases to interest expense due to:

Decrease in outstanding borrowing amount for the Third Amended Revolving Facility (1,417)

Decrease due to repayment of debt assumed in connection with the acquisition of Care REIT plc (1,770)

Decrease in outstanding borrowing amount and interest rates for the Revolving Facility (940)

Total decreases to interest expense (2,710)

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Property taxes and insurance.

The $0.4 million, or 19%, increase in property taxes was due to a $0.8 million increase related to acquisitions made after December 31, 2024, partially offset by a decrease of $0.2 million due to properties that were sold after December 31, 2024, a decrease of $0.1 million due to reassessments, and a decrease of $0.1 million due to the transfer of certain properties to new operators that make direct tax payments.

The $0.4 million, or 10%, increase in property taxes was due to a $1.7 million increase related to acquisitions made after December 31, 2024, partially offset by a decrease of $0.6 million due to reassessments, a decrease of $0.4 million due to properties that were sold after December 31, 2024, and a decrease of $0.3 million due to the transfer of certain properties to new operators that make direct tax payments.

Senior housing operating expenses.

The $3.1 million increase in senior housing operating expenses was due to the acquisition of three senior housing communities under the SHOP platform in December 2025.

The $6.8 million increase in senior housing operating expenses was primarily due to the acquisition of senior housing communities under the SHOP platform, including three communities acquired in December 2025 and one community acquired in May 2026.

Transaction costs.

During the three months ended March 31, 2026, we recognized $0.2 million of costs primarily related to integrating the operations of the Care REIT acquisition in the U.K.

During the three months ended March 31, 2025, we recognized $0.9 million of unsuccessful acquisition pursuit costs that we classify as transaction costs.

During the six months ended June 30, 2026, we recognized $0.6 million of costs primarily related to integrating the operations of the Care REIT acquisition in the U.K.

which completed in 2025.

During the six months ended June 30, 2025, we recognized $0.9 million of transaction costs primarily related to unsuccessful acquisition pursuit costs that we classify as transaction costs.

Provision for loan losses.

During the six months ended June 30, 2026, we recorded a $4.7 million provision for loan losses due to the credit loss reserve on two new financing receivables originated in the period.

During the six months ended June 30, 2025, we did not record any provision for loan losses.

Property operating expenses.

During the three months ended March 31, 2026, we recognized $0.3 million of property operating expenses related to assets we sold or transitioned to new operators.

During the three months ended March 31, 2025, we recognized $0.5 million of property operating expenses related to assets we sold, repurposed, or re-tenanted, partially offset by $0.4 million in recoveries.

During the six months ended June 30, 2026, we recognized $0.3 million of property operating expenses related to assets we sold or transitioned to new operators.

During the six months ended June 30, 2025, we recognized $1.4 million of property operating expenses related to assets we plan to sell or repurpose, re-tenant, or have sold, partially offset by $0.4 million in recoveries.

General and administrative.

General and administrative expense increased by $8.5 million as detailed below:

Three Months Ended

Six Months Ended

Increase/(Decrease)

(in thousands) March 31, 2026 March 31, 2025

(in thousands) June 30, 2026 June 30, 2025

Incentive compensation $ 10,185 $ 4,649 $ 5,536

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Other administrative expense

1,452 800 652

Taxes and insurance 451 688 (237)

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Gain on sale of real estate, net.

During the three months ended March 31, 2026, we did not record any gain on sale of real estate.

During the three months ended March 31, 2025, we recorded a $3.9 million gain on sale of real estate related to the sale of three skilled nursing facilities and one senior housing community.

During the six months ended June 30, 2026, we did not record any gain on sale of real estate.

During the six months ended June 30, 2025, we recorded a $3.9 million gain on sale of real estate related to the sale of three SNFs and one senior housing community.

Unrealized gain on other real estate related investments, net.

During the three months ended March 31, 2026, we recorded $1.5 million of unrealized gains on our secured and mezzanine loans receivable, partially offset by unrealized losses of $0.7 million, to bring the interest rates in line with market rates, and an unrealized foreign currency loss of $0.8 million related to two mortgage loans receivable.

During the three months ended March 31, 2025, we recorded $1.8 million of unrealized gains on our secured and mezzanine loans receivable, partially offset by unrealized losses of $0.5 million, to bring the interest rates in line with market rates.

During the six months ended June 30, 2026, we recorded $4.8 million of unrealized gains on our secured and mezzanine loans receivable, partially offset by unrealized losses of $2.4 million, to bring the interest rates in line with market rates, and an unrealized foreign currency loss of $0.7 million related to two mortgage loans receivable.

During the six months ended June 30, 2025, we recorded $4.1 million of unrealized gains on our secured and mezzanine loans receivable, partially offset by unrealized losses of $0.8 million, to bring the interest rates in line with market rates.

Gain on foreign currency transactions, net.

During the three months ended March 31, 2026, we recorded a $0.1 million foreign currency gain related to our cash flow hedges.

During the three months ended March 31, 2025, we did not record any gain on foreign currency transactions.

During the six months ended June 30, 2026, we recorded a $0.1 million foreign currency gain primarily related to our cash flow hedges.

During the six months ended June 30, 2025, we recorded a $4.4 million foreign currency gain on cash paid to Care REIT shareholders in connection with the acquisition of Care REIT plc.

Income tax expense.

During the three months ended March 31, 2026, we recorded $2.3 million of income tax expense primarily related to foreign withholding taxes related to taxable income in the U.K.

We did not record income tax expense during the three months ended March 31, 2025.

During the six months ended June 30, 2026, we recorded $4.8 million of income tax expense primarily related to foreign withholding taxes related to taxable income in the U.K.

During the six months ended June 30, 2025, we recorded a $1.0 million income tax expense related to foreign withholding taxes related to taxable income in the U.K.

Net loss attributable to noncontrolling interests.

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Our long-term liquidity needs consist primarily of funds necessary to pay for acquisitions and other investments (including mortgage and mezzanine loan originations), capital expenditures, and scheduled debt maturities.

We intend to invest in and/or develop additional healthcare and senior housing communities as suitable opportunities arise and so long as adequate sources of financing are available.

We expect that future investments in and/or development of properties, including any improvements or renovations of current or newly-acquired properties, will depend on and will be financed by, in whole or in part, our existing cash, borrowings available to us un der the Third Amended Revolving Facility (as defined below), future borrowings or the proceeds from sales of shares of our common stock pursuant to our ATM Program or additional issuances of common stock or other securities.

We intend to invest in and/or develop additional healthcare and senior housing communities as suitable opportunities arise and so long as adequate

sources of financing are available.

We expect that future investments in and/or development of properties, including any improvements or renovations of current or newly-acquired properties, will depend on and will be financed by, in whole or in part, our existing cash, borrowings available to us un der the Third Amended Revolving Facility (as defined below), future borrowings, the settlement of outstanding forward contracts related to shares of our common stock, or the proceeds from sales of shares of our common stock pursuant to our ATM Program or additional issuances of common stock or other securities.

In addition, we may seek financing from U.S.

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Department of Housing and Urban Development, in appropriate circumstances in connection with acquisitions and refinancing of existing mortgage loans.

We believe that our expected operating cash flow from rent collections, resident fees and services and interest payments on our other real estate related investments, together with our cash balance, available borrowing capacity under the Third Amended Revolving Facility and availability under the ATM Program will be sufficient to meet ongoing debt service requirements, dividend plans, property operating expenses, operating lease obligations, capital expenditures, working capital requirements, and other needs for at least the next 12 months.

We believe that our expected operating cash flow from rent collections, resident fees and services and interest payments on our other real estate related investments, together with our cash balance, available borrowing capacity under the Third Amended Revolving Facility, the settlement of outstanding forward contracts related to shares of our common stock and availability under the ATM Program will be sufficient to meet ongoing debt service requirements, dividend plans, property operating expenses, operating lease obligations, capital expenditures, working capital requirements, and other needs for at least the next 12 months.

We expect to meet our long-term liquidity needs with cash flows from operations and financing arrangements.

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We have filed an automatic shelf registration statement with the SEC that expires in February 2029 and at or prior to such time we expect to file a new shelf registration statement.

The shelf registration statement allows us or certain of our subsidiaries, as applicable, to offer and sell shares of common stock, preferred stock, warrants, rights, units and debt securities

through underwriters, dealers or agents or directly to purchasers, in one or more offerings on a continuous or delayed basis, in amounts, at prices and on terms we determine at the time of the offering.

The shelf registration statement allows us or certain of our subsidiaries, as applicable, to offer and sell shares of common stock, preferred stock, warrants, rights, units and debt securities through underwriters, dealers or agents or directly to purchasers, in one or more offerings on a continuous or delayed basis, in amounts, at prices and on terms we determine at the time of the offering.

On February 17, 2026, we entered into the New ATM Program.

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However, there can be no assurance that we will be able to refinance our indebtedness, incur additional indebtedness or access additional sources of capital, such as by issuing common stock or other debt or equity securities, on terms that are acceptable to us or at all.

As of March 31, 2026, we are in compliance with all debt covenants on our outstanding indebtedness.

As of June 30, 2026, we are in compliance with all debt covenants on our outstanding indebtedness.

The following table presents selected data from our condensed consolidated statements of cash flows for the periods presented (dollars in thousands):

For the Three Months Ended March 31,

For the Six Months Ended June 30,

Net cash provided by operating activities $ 225,114 $ 172,157

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Effect of foreign currency translation (583) 319

Net increase in cash and cash equivalents 25,165 418,688

Cash and cash equivalents as of the beginning of period 198,042 213,822

Cash and cash equivalents as of the end of period $ 223,207 $ 632,510

Net cash provided by operating activities increased for the three months ended March 31, 2026 compared to the three months ended March 31, 2025.

Operating cash inflows are derived primarily from the rental payments received under our lease agreements, resident fees and services, and interest income received on our other real estate related investments, including as a result of new investments.

Net (decrease) increase in cash, cash equivalents and restricted cash (148,775) 92,229

Cash, cash equivalents and restricted cash as of the beginning of period 198,042 213,822

Cash, cash equivalents and restricted cash as of the end of period $ 49,267 $ 306,051

Net cash provided by operating activities increased for the six months ended June 30, 2026 compared to the six months ended June 30, 2025.

Operating cash inflows are derived primarily from the rental payments received under our lease agreements and interest income received on our other real estate related investments, including as a result of new investments.

Operating cash outflows consist primarily of interest expense on our borrowings and general and administrative expenses.

The net increase of $19.0 million in cash provided by operating activities for the three months ended March 31, 2026 compared to the three months ended March 31, 2025 is primarily due to an increase in rental income received, partially offset by an increase in cash paid for interest expense and general and administrative expense.

Cash used in investing activities for the three months ended March 31, 2026 was primarily comprised of $102.4 million in acquisitions of real estate, investment in real estate related investments and escrow deposits for potential acquisitions of real estate, and $3.2 million of purchases of equipment, furniture and fixtures and improvements to real estate, partially offset by $0.4 million in principal payments received from our other real estate related investments and other loans receivable.

Cash used in investing activities for the three months ended March 31, 2025 was primarily comprised of $82.6 million in acquisitions of real estate, investment in real estate related investments and escrow deposits for potential acquisitions of real estate and $2.3 million of purchases of equipment, furniture and fixtures and improvements to real estate, partially offset by $44.4 million in net proceeds from the sale of real estate and $4.6 million in principal payments received from our other real estate related investments and other loans receivable.

Our cash flows provided by financing activities for the three months ended March 31, 2026 were primarily comprised of $127.9 million in net proceeds from the issuance of common stock, and $0.1 million in contributions from noncontrolling interests, partially offset by $74.8 million in dividends paid, a $10.5 million net settlement adjustment on restricted stock, and $2.2 million in distributions to noncontrolling interests.

Our cash flows provided by financing activities for the three months ended March 31, 2025 were primarily comprised of $425.0 million in borrowings under our Third Amended Revolving Facility, $15.5 million in net proceeds from the issuance of common stock and $1.4 million in contributions from noncontrolling interests, partially offset by $54.4 million in dividends paid, a $3.3 million net settlement adjustment on restricted stock, $0.9 million in distributions to noncontrolling interests, and a $0.1 million payment of deferred financing costs.

The net increase of $53.0 million in cash provided by operating activities for the six months ended June 30, 2026 compared to the six months ended June 30, 2025 is primarily due to an increase in rental income and interest income received, partially offset by an increase in cash paid for general and administrative expense and interest expense.

Cash used in investing activities for the six months ended June 30, 2026 was primarily comprised of $998.3 million in acquisitions of real estate, investment in real estate related investments, investment in financing receivables and escrow deposits for potential acquisitions of real estate, and $7.4 million of purchases of equipment, furniture and fixtures and improvements to real estate, partially offset by $15.0 million in principal payments received from our other real estate related investments and other loans receivable.

Cash used in investing activities for the six months ended June 30, 2025 was primarily comprised of $842.8 million in acquisitions of real estate, investment in real estate related investments and other loans receivable and escrow deposits for potential acquisitions of real estate, $30.0 million in preferred equity investments and $6.8 million of purchases of equipment, furniture and fixtures and improvements to real estate, partially offset by $44.4 million in net proceeds from the sale of real estate and $9.9 million in principal payments received from our other real estate related investments and other loans receivable.

Our cash flows provided by financing activities for the six months ended June 30, 2026 were primarily comprised of $484.3 million in net proceeds from the issuance of common stock, $310.0 million in net borrowings under our Third Amended Revolving Facility (as defined below) and $1.2 million in contributions from noncontrolling interests, partially offset by $163.3 million in dividends paid, a $10.5 million net settlement adjustment on restricted stock, and $4.3 million in distributions to noncontrolling interests.

Our cash flows provided by financing activities for the six months ended June 30, 2025 were primarily comprised of $500.0 million in net borrowings under our Third Amended Revolving Facility, $365.3 million in net proceeds from the issuance of common stock and $6.9 million in contributions from noncontrolling interests, partially offset by $117.4 million in dividends paid, a $4.2 million payment of deferred financing costs, a $3.3 million net settlement adjustment on restricted stock and $2.2 million in distributions to noncontrolling interests.

Material Cash Requirements

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The obligations under the Notes are guaranteed, jointly and severally, on an unsecured basis, by us and all of our subsidiaries (other than the Issuers) that guarantee obligations under the Third Amended Credit Facility (as defined below).

As of March 31, 2026, we were in compliance with all applicable financial covenants under the indenture governing the Notes.

As of June 30, 2026, we were in compliance with all applicable financial covenants under the indenture governing the Notes.

See Note 9, Debt, to our condensed consolidated financial statements included in this report for further information about the Notes.

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or on equity interests of any person owning such assets, in each case, securing intercompany loans.

As of March 31, 2026, we had $500.0 million of borrowings outstanding under the Term Loan Facility and no borrowings outstanding under the Third Amended Revolving Facility.

Subsequent to March 31, 2026, we borrowed $350.0 million net under the Third Amended Revolving Facility to fund recent acquisitions.

As of June 30, 2026, we had $500.0 million of borrowings outstanding under the Term Loan Facility and $310.0 million outstanding under the Third Amended Revolving Facility.

Subsequent to June 30, 2026, we borrowed an additional $285.0 million net under the Third Amended Revolving Facility.

The Third Amended Revolving Facility has a maturity date of February 9, 2029, and includes, at our sole discretion, two six-month extension options.

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In addition, the Operating Partnership will pay a facility fee on the revolving commitments under the Third Amended Credit Facility ranging from 0.15% to 0.35% per annum, based on the debt to asset value ratio of the Company and our consolidated subsidiaries (unless we obtain certain specified investment grade ratings on our senior long-term unsecured debt and the Operating Partnership elects to decrease the applicable margin as described above, in which case the Operating Partnership will pay a facility fee on the revolving commitments ranging from 0.125% to 0.30% per annum based off the credit ratings of the Company’s 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 our consolidated subsidiaries (subject to decrease at the Operating Partnership’s election if we obtain certain specified investment grade ratings on our 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 our consolidated subsidiaries (subject to decrease at the Operating Partnership’s election if we obtain certain specified investment grade ratings on our senior long-term unsecured debt).

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

As of March 31, 2026, we were in compliance with all applicable financial covenants under the Third Amended Credit Agreement.

As of June 30, 2026, we were in compliance with all applicable financial covenants under the Third Amended Credit Agreement.

See Note 9, Debt, to our condensed consolidated financial statements included in this report for further information about the Third Amended Credit Agreement.

Capital Expenditures

As of March 31, 2026, we had committed to fund expansions, construction, capital improvements and environmental, social and governance incentives, which provides eligible triple-net tenants with monetary inducements to make sustainable improvements to our properties, at certain triple-net leased properties totaling $5.6 million, of which $4.1 million is subject to rent increase at the time of funding.

As of June 30, 2026, we had committed to fund expansions, construction, capital improvements and environmental, social and governance incentives, which provides eligible triple-net tenants with monetary inducements to make sustainable improvements to our properties, at certain triple-net leased properties totaling $9.4 million, of which $4.5 million is subject to rent increase at the time of funding.

We expect to fund the capital expenditures in the next one to two years.

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Earn-out Obligations

As of March 31, 2026, we are party to purchase and sale agreements that provide for earn‑out obligations totaling up to $45.1 million related to the acquisition of skilled nursing facilities and U.K.

As of June 30, 2026, we are party to purchase and sale agreements that provide for earn‑out obligations totaling up to $45.2 million related to the acquisition of skilled nursing facilities and U.K.

This includes an earn‑out obligation of up to $10.0 million for one SNF in Virginia acquired in 2024, which becomes available upon the operator’s achievement of specified performance thresholds from October 2025 through October 2026.

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We are required to pay dividends in order to maintain our REIT status and we expect to make quarterly dividend payments in cash with the annual dividend amount no less than 90% of our annual REIT taxable income, determined without regard to the dividends paid deduction and excluding any net capital gains.

See Note 9, Equity and Redeemable Non controlling Interests, to our condensed consolidated financial statements included in this report for a summary of the cash dividends per share of our common stock declared by our board of directors for the three months ended March 31, 2026 .

See Note 10, Equity and Redeemable Non controlling Interests, to our condensed consolidated financial statements included in this report for a summary of the cash dividends per share of our common stock declared by our board of directors for the six months ended June 30, 2026 .

Subsidiary Issuer and Guarantor Financial Information

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between CareTrust REIT and the Operating Partnership and (ii) investments in and equity in the earnings of non-guarantor subsidiaries.

(in thousands) March 31, 2026 December 31, 2025

(in thousands) June 30, 2026 December 31, 2025

Cash and cash equivalents $ 15,127 $ 159,343

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496,811 496,404

Unsecured revolving credit facility (1)

Other liabilities 154,735 148,136

Total liabilities $ 1,359,806 $ 1,042,356

(1) The senior unsecured notes and senior unsecured term loan are obligations of the Operating Partnership and are guaranteed, jointly and severally, on an unsecured basis, by CareTrust REIT and substantially all of its other subsidiaries.

Three Months Ended

(in thousands) March 31, 2026 March 31, 2025

(1) The senior unsecured notes, senior unsecured term loan and unsecured revolving credit facility are obligations of the Operating Partnership and are guaranteed, jointly and severally, on an unsecured basis, by CareTrust REIT and substantially all of its other subsidiaries.

Three Months Ended Six Months Ended

(in thousands) June 30, 2026 June 30, 2025 June 30, 2026 June 30, 2025

Total revenues $ 72,811 $ 52,801 $ 134,967 $ 104,020

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Net intercompany interest income

$ 12,740 $ 3,587 $ 24,049 $ 3,587

Critical Accounting Policies and Estimates

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Please refer to “Critical Accounting Estimates” in the “Management’s Discussion and Analysis of Financial Condition and Results of Ope rations” section of our Annual Report on Form 10-K for the year ended December 31, 2025, filed with the SEC on February 12, 2026, for further information regarding the critical accounting policies that affect our more significant estimates and judgments used in the preparation of our condensed consolidated financial statements included in Part I, Item 1 of this Quarterly Report on Form 10-Q.

There have been no material changes in such critical accounting policies during the three months ended March 31, 2026.

There have been no material changes in such critical accounting policies during the six months ended June 30, 2026.

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

What changed 10-Q

Item 2. Management’s Discussion and Analysis