DIVERSIFIED HEALTHCARE TRUST 10-Q

Item 2. Management's Discussion and Analysis of Financial Condition and Results of Operations. The following discussion should be read in conjunction with our condensed consolidated financial statements and notes thereto included in this Quarterly Report on Form 10-Q and with our Annual Report. OVERVIEW We are a REIT organized under Maryland law that primarily owns medical office and life science properties, senior living communities and other healthcare related properties throughout the United States. As of June 30, 2025, we owned 341 properties located in 34 states and Washington, D.C., including 21 properties classified as held for sale and one closed senior living community. As of June 30, 2025, we owned an equity interest in each of the Seaport JV and the LSMD JV that own medical office and life science properties located in five states with an aggregate of approximately 2.2 million rentable square feet that were 99% leased with an average (by annualized rental income) remaining lease term of 14.7 years. We are encouraged by positive trends, including increases in rates, margins and occupancy, in our SHOP segment. Additionally, we expect that favorable supply and demand dynamics in the senior living industry will enable our managers to continue to grow occupancy and drive positive performance. While certain costs, primarily labor, insurance and food costs, have increased, we expect these cost increases to moderate, which will provide our managers the opportunity to increase rates in excess of increases in costs, resulting in improving returns to us. In an effort to optimize performance, our asset management team reviews the results of each of our senior living communities and our operators, taking into account various factors such as performance metric benchmarks, location and other relevant data points. This comprehensive review process ensures that our decisions are data-driven and strategically aligned with our overall objectives. As a result of these reviews, our strategy to drive positive performance includes analyzing non-performing communities for potential disposition or transition to different operators. We are closely monitoring the impacts of the current economic and market conditions on all aspects of our business, including, but not limited to, uncertainties surrounding interest rates and inflation, volatility in the public debt and equity markets, global geopolitical hostilities and tensions, economic uncertainties and tariffs, labor market conditions and changes in real estate utilization. We expect to experience continued variability in labor, insurance and food costs in our SHOP segment. Inflationary pressures in the United States, as well as global geopolitical instability and tensions, have given rise to uncertainty regarding potential disruptions in the financial markets. Continued or intensified disruptions in the financial markets could adversely affect our financial condition and that of our managers, operators and tenants, could adversely impact the ability or willingness of our managers, operators, tenants or residents to pay amounts owed to us, could impair our ability to effectively deploy our capital or realize our target returns on our investments, may restrict our access to, and would likely increase, our cost of capital, and may cause the values of our properties and of our securities to decline. For further information and risks relating to these economic uncertainties and their impact on our business and financial condition, see Part I, Item 1, "Business" and Part I, Item 1A, "Risk Factors" in our Annual Report. PORTFOLIO OVERVIEW The following tables present an overview of our portfolio as of June 30, 2025 (dollars in thousands, except investment per square foot or unit data): As of June 30, 2025 Number of Properties Square Feet or Number of Units Gross Book Value of Real Estate Assets (1) % of Total Gross Book Value of Real Estate Assets Investment per Square Foot or Unit (2) Q2 2025 Revenues % of Q2 2025 Revenues Q2 2025 NOI (3) % of Q2 2025 NOI SHOP 230 24,872 units $ 4,619,413 68.2 % $ 185,727 $ 327,545 85.6 % $ 36,615 52.2 % Medical Office and Life Science Portfolio 92 7,400,023 sq. ft. 1,811,962 26.7 % $ 245 48,056 12.6 % 26,487 37.8 % Triple net leased senior living communities 9 1,180 units 135,640 2.0 % $ 114,949 3,213 0.8 % 3,210 4.6 % Wellness centers 10 812,246 sq. ft. 208,110 3.1 % $ 256 3,898 1.0 % 3,820 5.4 % Total 341 $ 6,775,125 100.0 % $ 382,712 100.0 % $ 70,132 100.0 % 26 Table of Contents Occupancy As of and For the Three Months Ended June 30, 2025 2024 SHOP 80.6 % 79.0 % Medical Office and Life Science Portfolio (4) 82.9 % 81.5 % Triple net leased senior living communities 100.0 % 100.0 % Wellness centers 100.0 % 100.0 % (1) Represents gross book value of real estate assets at cost plus certain acquisition costs, before depreciation and purchase price allocations and less impairment write downs, if any. (2) Represents gross book value of real estate assets divided by number of rentable square feet or living units, as applicable. (3) We calculate our net operating income, or NOI, on a consolidated basis and by reportable segment. Our definition of NOI and our reconciliation of net income (loss) to NOI are included below under the heading “Non-GAAP Financial Measures.” (4) Medical office and life science property occupancy data includes (i) out of service assets undergoing redevelopment, (ii) space which is leased but is not occupied or is being offered for sublease by tenants and (iii) space being fitted out for occupancy. During the three and six months ended June 30, 2025, we entered into new and renewal leases in our Medical Office and Life Science Portfolio segment as summarized in the following tables (dollars and square feet in thousands, except per square foot amounts): Three Months Ended June 30, 2025 New Leases Renewals Total Square feet leased during the quarter 4 102 106 Weighted average rental rate change (by rentable square feet) (1.9) % 12.0 % 11.5 % Weighted average lease term (years) 6.2 7.1 7.0 Total leasing costs and concession commitments (1) $ 165 $ 2,214 $ 2,379 Total leasing costs and concession commitments per square foot (1) $ 36.62 $ 21.75 $ 22.38 Total leasing costs and concession commitments per square foot per year (1) $ 5.91 $ 3.08 $ 3.18 Six Months Ended June 30, 2025 New Leases Renewals Total Square feet leased during the quarter 124 127 251 Weighted average rental rate change (by rentable square feet) 21.1 % 10.3 % 15.4 % Weighted average lease term (years) 11.4 6.3 8.9 Total leasing costs and concession commitments (1) $ 9,997 $ 2,505 $ 12,502 Total leasing costs and concession commitments per square foot (1) $ 80.55 $ 19.75 $ 49.81 Total leasing costs and concession commitments per square foot per year (1) $ 7.04 $ 3.12 $ 5.61 (1) Includes commitments made for leasing expenditures and concessions, such as tenant improvements, leasing commissions, tenant reimbursements and free rent. 27 Table of Contents Lease Expiration Schedules As of June 30, 2025, lease expirations in our Medical Office and Life Science Portfolio segment were as follows (dollars in thousands): Year Number of Tenants Square Feet Leased % of Total Leased Square Feet Cumulative % of Total Leased Square Feet Annualized Rental Income (1) % of Total Annualized Rental Income Cumulative % of Total Annualized Rental Income 2025 51 212,407 3.5 % 3.5 % $ 7,729 4.0 % 4.0 % 2026 54 673,410 11.0 % 14.5 % 21,523 11.1 % 15.1 % 2027 67 763,673 12.5 % 27.0 % 19,746 10.1 % 25.2 % 2028 60 1,168,293 19.0 % 46.0 % 35,926 18.5 % 43.7 % 2029 63 604,784 9.9 % 55.9 % 18,446 9.5 % 53.2 % 2030 46 438,520 7.2 % 63.1 % 11,684 6.0 % 59.2 % 2031 21 832,970 13.6 % 76.7 % 23,471 12.1 % 71.3 % 2032 18 357,443 5.8 % 82.5 % 13,259 6.8 % 78.1 % 2033 13 351,879 5.7 % 88.2 % 14,874 7.6 % 85.7 % 2034 and thereafter 41 729,652 11.8 % 100.0 % 27,929 14.3 % 100.0 % Total 434 6,133,031 100.0 % $ 194,587 100.0 % Weighted average remaining lease term (in years) 4.8 5.1 (1) Annualized rental income is based on rents pursuant to existing leases as of June 30, 2025, including straight line rent adjustments and estimated recurring expense reimbursements for certain net and modified gross leases and excluding lease value amortization at certain of our medical office and life science properties. As of June 30, 2025, lease expirations at our triple net leased wellness centers and senior living communities leased to third party operators were as follows (dollars in thousands): Year Number of Properties Number of Units or Square Feet Annualized Rental Income (1) Percent of Total Cumulative Percent of Total 2025 — — $ — — % — % 2026 — — — — % — % 2027 4 533 units 4,680 15.9 % 15.9 % 2028 — — — — % 15.9 % 2029 1 155 units 547 1.9 % 17.8 % 2030 5 277 units and 129,600 sq. ft. 5,046 17.1 % 34.9 % 2031 — — — — % 34.9 % 2032 — — — — % 34.9 % 2033 1 215 units 5,177 17.5 % 52.4 % 2034 and thereafter 7 682,646 sq. ft. 14,068 47.6 % 100.0 % Total 18 $ 29,518 100.0 % Weighted average remaining lease term (in years) 9.1 10.2 (1) Annualized rental income is based on rents pursuant to existing leases as of June 30, 2025. Annualized rental income includes estimated percentage rents and straight line rent adjustments and excludes lease value amortization. 28 RESULTS OF OPERATIONS (dollars and square feet in thousands, unless otherwise noted) We operate in, and report financial information for, the following two segments: SHOP and Medical Office and Life Science Portfolio. Our SHOP segment consists of managed senior living communities that provide short term and long term residential living and, in some instances, care and other services for residents where we pay fees to managers to operate the communities on our behalf. Our Medical Office and Life Science Portfolio segment primarily consists of medical office properties leased to medical providers and other medical related businesses, as well as life science properties primarily leased to biotech laboratories and other similar tenants. We also report “All Other” operations, which consists of triple net leased wellness centers and senior living communities that are leased to third party operators from which we receive rents, which we do not consider to be sufficiently material to constitute a separate reportable segment, and any other income or expenses that are not attributable to a specific reportable segment. The following table summarizes the results of operations of each of our segments for the three and six months ended June 30, 2025 and 2024: Three Months Ended June 30, Six Months Ended June 30, 2025 2024 2025 2024 Revenues: SHOP $ 327,545 $ 308,522 $ 655,851 $ 616,648 Medical Office and Life Science Portfolio 48,056 54,555 97,819 108,704 All Other 7,111 8,315 15,906 16,816 Total revenues $ 382,712 $ 371,392 $ 769,576 $ 742,168 Net loss: SHOP $ (38,415) $ (17,988) $ (41,502) $ (40,268) Medical Office and Life Science Portfolio (5,284) (30,847) (24,020) (37,960) All Other (47,940) (49,026) (35,103) (105,892) Net loss $ (91,639) $ (97,861) $ (100,625) $ (184,120) The following section analyzes and discusses the results of operations of each of our segments for the periods presented. 29 Three Months Ended June 30, 2025 Compared to Three Months Ended June 30, 2024 (dollars and square feet in thousands, except average monthly rate): Unless otherwise indicated, references in this section to changes or comparisons of results, income or expenses refer to comparisons of the results for the three months ended June 30, 2025 to the three months ended June 30, 2024. Our definition of NOI and our reconciliation of net income (loss) to NOI and a description of why we believe NOI is an appropriate supplemental measure are included below under the heading “Non-GAAP Financial Measures.” Three Months Ended June 30, 2025 2024 $ Change % Change NOI by segment: SHOP $ 36,615 $ 28,984 $ 7,631 26.3 % Medical Office and Life Science Portfolio 26,487 30,273 (3,786) (12.5) % All Other 7,030 8,070 (1,040) (12.9) % Total NOI 70,132 67,327 2,805 4.2 % Depreciation and amortization 66,266 68,357 (2,091) (3.1) % General and administrative 11,177 6,262 4,915 78.5 % Acquisition and certain other transaction related costs 75 1,826 (1,751) (95.9) % Impairment of assets 30,993 6,545 24,448 nm Loss on sale of properties (7,429) (13,213) 5,784 (43.8) % Interest and other income 2,982 2,403 579 24.1 % Interest expense (50,926) (58,702) 7,776 (13.2) % Loss on modification or early extinguishment of debt (126) (209) 83 (39.7) % Loss before income taxes and equity in net earnings (losses) of investees (93,878) (85,384) (8,494) 9.9 % Income tax expense (843) (170) (673) nm Equity in net earnings (losses) of investees 3,082 (12,307) 15,389 (125.0) % Net loss $ (91,639) $ (97,861) $ 6,222 (6.4) % nm - not meaningful SHOP : Comparable Properties (1) All Properties As of and For the Three Months As of and For the Three Months Ended June 30, Ended June 30, 2025 2024 2025 2024 Total properties 201 201 230 232 Number of units 22,443 22,443 24,872 25,230 Occupancy 81.0 % 80.0 % 80.6 % 79.0 % Average monthly rate (2) $ 5,364 $ 5,099 $ 5,440 $ 5,161 Three Months Ended June 30, Comparable (1) Non-Comparable Properties Results Properties Results Consolidated Properties Results $ % $ % 2025 2024 Change Change 2025 2024 2025 2024 Change Change Residents fees and services $ 292,724 $ 276,419 $ 16,305 5.9 % $ 34,821 $ 32,103 $ 327,545 $ 308,522 $ 19,023 6.2 % Property operating expenses (255,352) (244,879) 10,473 4.3 % (35,578) (34,659) (290,930) (279,538) 11,392 4.1 % NOI $ 37,372 $ 31,540 $ 5,832 18.5 % $ (757) $ (2,556) $ 36,615 $ 28,984 $ 7,631 26.3 % (1) Consists of senior living communities that we have owned and which have been in service, reported in the same segment and operated by the same operator continuously since April 1, 2024; excludes communities classified as held for sale, closed or out of service, if any. (2) Average monthly rate reflects the average monthly residents fees and services per occupied unit for the period presented. The average monthly rate is calculated based on the actual number of days during the period. 30 Residents fees and services. Residents fees and services are the revenues earned at our managed senior living communities. We recognize these revenues as services are provided and related fees are accrued. Residents fees and services increased at our comparable properties primarily due to increases in occupancy and average monthly rate at our communities as shown in the table above. The activity for our non-comparable properties primarily reflects the 15 communities classified as held for sale as of June 30, 2025 and nine communities transitioned to an existing third party manager during the 2024 period. Property operating expenses. Property operating expenses consist of real estate taxes, utility expenses, insurance, wages and benefit costs of community level personnel, repairs and maintenance expense, management fees, cleaning expense and other direct costs of operating these communities. Property operating expenses increased at our comparable properties primarily due to increases in labor costs, marketing, contract labor costs and management fees as a result of higher revenues and other direct costs, partially offset by decreased insurance costs due to a reduction in premiums. The activity for our non-comparable properties primarily reflects the 15 communities classified as held for sale as of June 30, 2025 and nine communities transitioned to an existing third party manager during the 2024 period. Net operating income. The change in NOI reflects the net changes in residents fees and services and property operating expenses described above. Medical Office and Life Science Portfolio : Comparable Properties (1) All Properties As of June 30, As of June 30, 2025 2024 2025 2024 Total properties 84 84 92 101 Total square feet 6,481 6,480 7,400 8,396 Occupancy 89.9 % 92.0 % 82.9 % 81.5 % Three Months Ended June 30, Comparable (1) Non-Comparable Properties Results Properties Results Consolidated Properties Results $ % $ % 2025 2024 Change Change 2025 2024 2025 2024 Change Change Rental income $ 45,806 $ 47,020 $ (1,214) (2.6) % $ 2,250 $ 7,535 $ 48,056 $ 54,555 $ (6,499) (11.9) % Property operating expenses (19,085) (19,779) (694) (3.5) % (2,484) (4,503) (21,569) (24,282) (2,713) (11.2) % NOI $ 26,721 $ 27,241 $ (520) (1.9) % $ (234) $ 3,032 $ 26,487 $ 30,273 $ (3,786) (12.5) % (1) Consists of medical office and life science properties that we have owned and which have been in service continuously since April 1, 2024; excludes properties classified as held for sale or out of service undergoing redevelopment, if any, and properties owned by unconsolidated joint ventures in each of which we own an equity interest. Rental income. Rental income decreased at our comparable properties primarily due to vacancies at certain of our properties. Rental income decreased at our non-comparable properties primarily due to dispositions since April 1, 2024. Property operating expenses. Property operating expenses consist of real estate taxes, utility expenses, insurance, management fees, salaries and benefit costs of property level personnel, repairs and maintenance expense, cleaning expense and other direct costs of operating these properties. The decrease in property operating expenses at our comparable properties is primarily due to a decrease in insurance costs and other direct costs. Property operating expenses decreased at our non-comparable properties primarily due to dispositions since April 1, 2024. Net operating income. The change in NOI reflects the net changes in rental income and property operating expenses described above. 31 All Other (1) : Comparable Properties (2) All Properties As of and For the Three Months Ended June 30, As of and For the Three Months Ended June 30, 2025 2024 2025 2024 Total properties: Triple net leased senior living communities 8 8 9 27 Wellness centers 10 10 10 10 Rent coverage: Triple net leased senior living communities (3) 1.88 x 1.89 x 1.88 x 1.89 x Wellness centers (3) 2.93 x 1.80 x 2.93 x 1.80 x Three Months Ended June 30, Comparable (2) Non-Comparable Properties Results Properties Results Consolidated Properties Results $ % $ % 2025 2024 Change Change 2025 2024 2025 2024 Change Change Rental income $ 7,111 $ 6,290 $ 821 13.1 % $ — $ 2,025 $ 7,111 $ 8,315 $ (1,204) (14.5) % Property operating expenses (81) (245) (164) (66.9) % — — (81) (245) (164) (66.9) % NOI $ 7,030 $ 6,045 $ 985 16.3 % $ — $ 2,025 $ 7,030 $ 8,070 $ (1,040) (12.9) % (1) All Other operations consist of all of our other operations, including certain wellness centers and senior living communities that are leased to third party operators, which segment we do not consider to be sufficiently material to constitute a separate reportable segment, and any other income or expenses that are not attributable to a specific reportable segment. (2) Consists of properties that we have owned and which have been reported in the same segment and leased to the same operator continuously since April 1, 2024; excludes properties classified as held for sale, if any. (3) All tenant operating data presented are based upon the operating results provided by our tenants for the most recent prior period for which tenant operating results are available to us. Rent coverage is calculated using the annualized operating cash flows from our triple net lease tenants' operations of our properties, before subordinated charges, if any, divided by annualized rental income. We have not independently verified tenant operating data. Excludes data for historical periods prior to our ownership of certain properties. Rental income. Rental income increased at our comparable properties primarily due to new leases for one of our wellness center tenants. The activity for our non-comparable properties primarily reflects the 18 triple net leased senior living communities that we sold in February 2025. Property operating expenses. Property operating expenses consist of real estate taxes, insurance and other expenses that are not paid directly by our tenants. The decrease in property operating expenses for our comparable properties primarily reflects real estate taxes and other expenses paid directly by our tenants during the three months ended June 30, 2025, which were previously paid by us during prior periods. Net operating income. The change in NOI reflects the net changes in rental income and property operating expenses described above. Consolidated : Depreciation and amortization expense. Depreciation and amortization expense decreased primarily due to dispositions since April 1, 2024 and certain depreciable assets becoming fully depreciated, partially offset by the purchase of capital improvements at certain of our properties. General and administrative expense . General and administrative expense consists of fees paid to RMR under our business management agreement, legal and accounting fees, fees and expenses of our Trustees, equity compensation expense and other costs relating to our status as a publicly traded company. General and administrative expense increased primarily due to $4,148 of estimated incentive management fees that we recognized for the three months ended June 30, 2025, compared to a $849 reversal as of June 30, 2024, as a result of our total shareholder return exceeding the returns for the MSCI U.S. REIT/Health Care REIT Index over the applicable measurement period. Acquisition and certain other transaction related costs. Acquisition and certain other transaction related costs primarily represent costs incurred with acquisitions and non-recurring transactions that we expensed under GAAP. 32 Impairment of assets. For information about our asset impairment charges, see Note 3 to our condensed consolidated financial statements included in Part I, Item 1 of this Quarterly Report on Form 10-Q and Note 3 to our consolidated financial statements included in Part IV, Item 15 of our Annual Report. Loss on sale of properties. For information regarding loss on sale of properties, see Note 3 to our condensed consolidated financial statements included in Part I, Item 1 of this Quarterly Report on Form 10-Q. Interest and other income. The increase in interest and other income is primarily due to higher average invested cash balances during the three months ended June 30, 2025 compared to the 2024 period. Interest expense. Interest expense decreased primarily due to the redemption during 2025 of an aggregate $380,000 of our remaining 9.75% senior unsecured notes due 2025. Additionally, there was a decrease in discount accretion for our senior secured notes due 2026 due to the partial redemption of an aggregate $299,158 of these notes during 2025. During the three months ended June 30, 2025 and 2024, we recognized discount accretion of $16,307 and $21,440, respectively, for our senior secured notes due 2026. These decreases were partially offset by the execution of a $120,000 mortgage loan in May 2024 at a fixed interest rate of 6.864% per annum and four mortgage financings totaling $343,157 during 2025. Loss on modification or early extinguishment of debt. During the three months ended June 30, 2025, we recorded a loss on early extinguishment of debt in connection with the redemption of all $380,000 of our remaining 9.75% senior secured notes due 2025. Income tax expense . Income tax expense is the result of operating income we earned in certain jurisdictions where we are subject to state income taxes. Equity in net earnings (losses) of investees. Equity in net earnings (losses) of investees is the change in the fair value of our investments in our joint ventures and also represents our proportionate share of the earnings of our equity method investment in AlerisLife. For further information regarding our investment in AlerisLife, see Notes 3 and 11 to our condensed consolidated financial statements included in Part I, Item 1 of this Quarterly Report on Form 10-Q. 33 Six Months Ended June 30, 2025 Compared to Six Months Ended June 30, 2024 (dollars and square feet in thousands, except average monthly rate): Unless otherwise indicated, references in this section to changes or comparisons of results, income or expenses refer to comparisons of the results for the six months ended June 30, 2025 to the six months ended June 30, 2024. Our definition of NOI and our reconciliation of net income (loss) to NOI and a description of why we believe NOI is an appropriate supplemental measure are included below under the heading “Non-GAAP Financial Measures.” Six Months Ended June 30, 2025 2024 $ Change % Change NOI by segment: SHOP $ 73,443 $ 53,694 $ 19,749 36.8 % Medical Office and Life Science Portfolio 53,343 60,525 (7,182) (11.9) % All Other 15,884 16,280 (396) (2.4) % Total NOI 142,670 130,499 12,171 9.3 % Depreciation and amortization 134,591 138,490 (3,899) (2.8) % General and administrative 20,177 13,830 6,347 45.9 % Acquisition and certain other transaction related costs 99 1,912 (1,813) (94.8) % Impairment of assets 69,465 18,687 50,778 nm Gain (loss) on sale of properties 102,711 (19,087) 121,798 nm Gain on insurance recoveries 7,522 — 7,522 100.0 % Interest and other income 5,081 4,640 441 9.5 % Interest expense (108,757) (116,278) 7,521 (6.5) % Loss on modification or early extinguishment of debt (29,197) (209) (28,988) nm Loss before income tax expense and equity in net earnings (losses) of investees (104,302) (173,354) 69,052 (39.8) % Income tax expense (892) (357) (535) 149.9 % Equity in net earnings (losses) of investees 4,569 (10,409) 14,978 (143.9) % Net loss $ (100,625) $ (184,120) $ 83,495 (45.3) % nm - not meaningful SHOP : Comparable Properties (1) All Properties As of and For the Six Months Ended June 30, As of and For the Six Months Ended June 30, 2025 2024 2025 2024 Total properties 197 197 230 232 Number of units 22,202 22,202 24,872 25,230 Occupancy 81.1 % 80.1 % 80.4 % 78.9 % Average monthly rate (2) $ 5,341 $ 5,095 $ 5,427 $ 5,163 Six Months Ended June 30, Comparable (1) Non-Comparable Properties Results Properties Results Consolidated Properties Results $ % $ % 2025 2024 Change Change 2025 2024 2025 2024 Change Change Residents fees and services $ 580,416 $ 547,416 $ 33,000 6.0 % $ 75,435 $ 69,232 $ 655,851 $ 616,648 $ 39,203 6.4 % Property operating expenses (505,020) (487,774) 17,246 3.5 % (77,388) (75,180) (582,408) (562,954) 19,454 3.5 % NOI $ 75,396 $ 59,642 $ 15,754 26.4 % $ (1,953) $ (5,948) $ 73,443 $ 53,694 $ 19,749 36.8 % (1) Consists of senior living communities that we have owned and which have been in service, reported in the same segment and operated by the same operator continuously since January 1, 2024; excludes communities classified as held for sale, closed or out of service, if any. (2) Average monthly rate reflects the average monthly residents fees and services per occupied unit for the period presented. The average monthly rate is calculated based on the actual number of days during the period. 34 Residents fees and services. Residents fees and services increased at our comparable properties primarily due to increases in occupancy and average monthly rate at our communities as shown in the table above. The activity for our non-comparable properties primarily reflects the 15 communities classified as held for sale as of June 30, 2025 and 13 communities transitioned to an existing third party manager during the 2024 period. Property operating expenses. Property operating expenses increased at our comparable properties primarily due to increases in labor costs, management fees as a result of higher revenues, marketing and other direct costs, partially offset by decreased insurance costs due to a reduction in premiums. The activity for our non-comparable properties primarily reflects the 15 communities classified as held for sale as of June 30, 2025 and 13 communities transitioned to an existing third party manager during the 2024 period. Net operating income. The change in NOI reflects the net changes in residents fees and services and property operating expenses described above. Medical Office and Life Science Portfolio : Comparable Properties (1) All Properties As of June 30, As of June 30, 2025 2024 2025 2024 Total properties 83 83 92 101 Total square feet 6,469 6,468 7,400 8,396 Occupancy 89.8 % 92.0 % 82.9 % 81.5 % Six Months Ended June 30, Comparable (1) Non-Comparable Properties Results Properties Results Consolidated Properties Results $ % $ % 2025 2024 Change Change 2025 2024 2025 2024 Change Change Rental income $ 91,915 $ 92,850 $ (935) (1.0) % $ 5,904 $ 15,854 $ 97,819 $ 108,704 $ (10,885) (10.0) % Property operating expenses (38,981) (38,988) (7) 0.0 % (5,495) (9,191) (44,476) (48,179) (3,703) (7.7) % NOI $ 52,934 $ 53,862 $ (928) (1.7) % $ 409 $ 6,663 $ 53,343 $ 60,525 $ (7,182) (11.9) % (1) Consists of medical office and life science properties that we have owned and which have been in service continuously since January 1, 2024; excludes properties classified as held for sale or out of service undergoing redevelopment, if any, and properties owned by unconsolidated joint ventures in each of which we own an equity interest. Rental income. Rental income decreased at our comparable properties primarily due to vacancies at certain of our properties, partially offset by a termination fee totaling $600 paid during the six months ended June 30, 2025 by a former tenant at one of our properties. This space was subsequently re-leased to another tenant in April 2025. Rental income decreased at our non-comparable properties primarily due to dispositions since January 1, 2024. Property operating expenses. Property operating expenses decreased primarily due to dispositions since January 1, 2024. Net operating income. The change in NOI reflects the net changes in rental income and property operating expenses described above. 35 All Other (1) : Comparable Properties (2) All Properties As of and For the Six Months Ended June 30, As of and For the Six Months Ended June 30, 2025 2024 2025 2024 Total properties: Triple net leased senior living communities 8 8 9 27 Wellness centers 10 10 10 10 Rent coverage: Triple net leased senior living communities (3) 1.88 x 1.89 x 1.88 x 1.89 x Wellness centers (3) 2.93 x 1.80 x 2.93 x 1.80 x Six Months Ended June 30, Comparable (2) Non-Comparable Properties Results Properties Results Consolidated Properties Results $ % $ % 2025 2024 Change Change 2025 2024 2025 2024 Change Change Rental income $ 14,231 $ 12,605 $ 1,626 12.9 % $ 1,675 $ 4,211 $ 15,906 $ 16,816 $ (910) (5.4) % Property operating expenses (20) (493) (473) (95.9) % (2) (43) (22) (536) (514) (95.9) % NOI $ 14,211 $ 12,112 $ 2,099 17.3 % $ 1,673 $ 4,168 $ 15,884 $ 16,280 $ (396) (2.4) % (1) All Other operations consist of all of our other operations, including certain wellness centers and senior living communities that are leased to third party operators, which segment we do not consider to be sufficiently material to constitute a separate reportable segment, and any other income or expenses that are not attributable to a specific reportable segment. (2) Consists of properties that we have owned and which have been reported in the same segment and leased to the same operator continuously since January 1, 2024; excludes properties classified as held for sale, if any. (3) All tenant operating data presented are based upon the operating results provided by our tenants for the most recent prior period for which tenant operating results are available to us. Rent coverage is calculated using the annualized operating cash flows from our triple net lease tenants' operations of our properties, before subordinated charges, if any, divided by annualized rental income. We have not independently verified tenant operating data. Excludes data for historical periods prior to our ownership of certain properties. Rental income. Rental income increased at our comparable properties primarily due to new leases for one of our wellness center tenants. The activity for our non-comparable properties primarily reflects the 18 triple net leased senior living communities that we sold in February 2025. Property operating expenses. The decrease in property operating expenses for our comparable properties primarily reflects real estate taxes and other expenses paid directly by our tenants during the six months ended June 30, 2025, which were previously paid by us during prior periods. Net operating income. The change in NOI reflects the net changes in rental income and property operating expenses described above. Consolidated : Depreciation and amortization expense. Depreciation and amortization expense decreased primarily due to dispositions since January 1, 2024 and certain depreciable assets becoming fully depreciated, partially offset by the purchase of capital improvements at certain of our properties. General and administrative expense . General and administrative expense increased primarily due to $6,555 of estimated incentive management fees that we recognized for the six months ended June 30, 2025 as a result of our total shareholder return exceeding the returns for the MSCI U.S. REIT/Health Care REIT Index over the applicable measurement period. Acquisition and certain other transaction related costs. We incurred transition costs, including termination and other fees, during the 2024 period as a result of our transition of 13 communities to an existing third party manager. Impairment of assets. For information about our asset impairment charges, see Note 3 to our condensed consolidated financial statements included in Part I, Item 1 of this Quarterly Report on Form 10-Q and Note 3 to our consolidated financial statements included in Part IV, Item 15 of our Annual Report. 36 Gain (loss) on sale of properties. For information regarding gain (loss) on sale of properties, see Note 3 to our condensed consolidated financial statements included in Part I, Item 1 of this Quarterly Report on Form 10-Q and Note 3 to our consolidated financial statements included in Part IV, Item 15 of our Annual Report. Gain on insurance recoveries. During the six months ended June 30, 2025, we recognized a gain on insurance recoveries related to cash received from our insurance provider in excess of our losses for a claim that was finalized. For further information regarding this gain on insurance recoveries, see Note 3 to our condensed consolidated financial statements included in Part I, Item 1 of this Quarterly Report on Form 10-Q. Interest and other income. The increase in interest and other income is primarily due to higher average invested cash balances during the six months ended June 30, 2025 compared to the 2024 period. Interest expense. Interest expense decreased primarily due to the redemption during 2025 of an aggregate $380,000 of our remaining 9.75% senior unsecured notes due 2025. Additionally, there was a decrease in discount accretion for our senior secured notes due 2026 due to the partial redemption of an aggregate $299,158 of these notes during 2025. During the six months ended June 30, 2025 and 2024, we recognized discount accretion of $38,429 and $42,099, respectively, for our senior secured notes due 2026. These decreases were partially offset by the execution of a $120,000 mortgage loan in May 2024 at a fixed interest rate of 6.864% per annum and four mortgage financings totaling $343,157 during 2025. Loss on modification or early extinguishment of debt. During the six months ended June 30, 2025, we recorded a loss on early extinguishment of debt in connection with the partial redemption of an aggregate $299,158 of our outstanding senior secured notes due 2026 and with the redemption of all $380,000 of our remaining 9.75% senior secured notes due 2025. Income tax expense . Income tax expense is the result of operating income we earned in certain jurisdictions where we are subject to state income taxes. Equity in net earnings (losses) of investees. Equity in net earnings (losses) of investees is the change in the fair value of our investments in our joint ventures and also represents our proportionate share of the earnings of our equity method investment in AlerisLife. For further information regarding our investment in AlerisLife, see Notes 3 and 11 to our condensed consolidated financial statements included in Part I, Item 1 of this Quarterly Report on Form 10-Q. 37 Non-GAAP Financial Measures (dollars in thousands, except per share amounts) We present certain "non-GAAP financial measures" within the meaning of the applicable rules of the Securities and Exchange Commission, or the SEC, including funds from operations, or FFO, normalized funds from operations, or Normalized FFO, and NOI for the three and six months ended June 30, 2025 and 2024. These measures do not represent cash generated by operating activities in accordance with GAAP and should not be considered alternatives to net income (loss) as indicators of our operating performance or as measures of our liquidity. These measures should be considered in conjunction with net income (loss) as presented in our condensed consolidated statements of comprehensive income (loss). We consider these non-GAAP measures to be appropriate supplemental measures of operating performance for a REIT, along with net income (loss). We believe these measures provide useful information to investors because by excluding the effects of certain historical amounts, such as depreciation and amortization, they may facilitate a comparison of our operating performance between periods and with other REITs and, in the case of NOI, reflecting only those income and expense items that are generated and incurred at the property level may help both investors and management to understand the operations of our properties. Funds From Operations and Normalized Funds From Operations We calculate FFO and Normalized FFO as shown below. FFO is calculated on the basis defined by the National Association of Real Estate Investment Trusts, which is net income (loss), calculated in accordance with GAAP, excluding any gain or loss on sale of properties, equity in net earnings or losses of investees, loss on impairment of real estate assets, gains or losses on equity securities, net, if any, and including adjustments to reflect our proportionate share of FFO of our equity method investees, plus real estate depreciation and amortization of consolidated properties, as well as certain other adjustments currently not applicable to us. In calculating Normalized FFO, we adjust for the items shown below, including similar adjustments for our unconsolidated joint ventures, if any, and incentive management fees, if any. FFO and Normalized FFO are among the factors considered by our Board of Trustees when determining the amount of distributions to our shareholders. Other factors include, but are not limited to, requirements to maintain our qualification for taxation as a REIT, limitations in the agreements governing our debt, the availability to us of debt and equity capital, our expectation of our future capital requirements and operating performance and our expected needs for and availability of cash to pay our obligations. Other real estate companies and REITs may calculate FFO and Normalized FFO differently than we do. Our calculations of FFO and Normalized FFO for the three and six months ended June 30, 2025 and 2024 and reconciliations of net income (loss), the most directly comparable financial measure under GAAP reported in our condensed consolidated financial statements, to FFO and Normalized FFO appear in the following table. This table also provides a comparison of distributions to shareholders, FFO and Normalized FFO and net income (loss) per share for these periods. 38 Three Months Ended June 30, Six Months Ended June 30, 2025 2024 2025 2024 Net loss $ (91,639) $ (97,861) $ (100,625) $ (184,120) Depreciation and amortization 66,266 68,357 134,591 138,490 Loss (gain) on sale of properties 7,429 13,213 (102,711) 19,087 Impairment of assets 30,993 6,545 69,465 18,687 Equity in net (earnings) losses of investees (3,082) 12,307 (4,569) 10,409 Share of FFO from unconsolidated joint ventures 2,715 2,047 5,452 4,061 Adjustments to reflect our share of FFO attributable to an equity method investment 895 9,955 1,968 10,537 FFO 13,577 14,563 3,571 17,151 Incentive management fees (1) 4,148 (849) 6,555 — Acquisition and certain other transaction related costs 75 1,826 99 1,912 Gain on insurance recoveries — — (7,522) — Loss on modification or early extinguishment of debt 126 209 29,197 209 Adjustments to reflect our share of Normalized FFO attributable to an equity method investment 646 (8,919) 977 (8,919) Normalized FFO $ 18,572 $ 6,830 $ 32,877 $ 10,353 Weighted average common shares outstanding (basic and diluted) 240,132 239,326 240,045 239,259 Per common share data (basic and diluted): Net loss $ (0.38) $ (0.41) $ (0.42) $ (0.77) FFO $ 0.06 $ 0.06 $ 0.01 $ 0.07 Normalized FFO $ 0.08 $ 0.03 $ 0.14 $ 0.04 Distributions declared $ 0.01 $ 0.01 $ 0.02 $ 0.02 (1) Incentive management fees are estimated and accrued for during the applicable measuring period. Actual incentive management fees will be calculated based on common share total return, as defined in our business management agreement, for the three-year period ending December 31 for the applicable calendar year, are included in general and administrative expenses in our condensed consolidated statements of comprehensive income (loss) and will be payable to RMR in January of the following calendar year. In calculating net income (loss) in accordance with GAAP, we recognize estimated incentive management fees expense, if any, in the first, second and third quarters. Although we recognize this expense, if any, in the first, second and third quarters for purposes of calculating net income (loss), we do not include these amounts in the calculation of Normalized FFO until the fourth quarter, when the amount of the incentive management fees expense for the calendar year, if any, is determined. Property Net Operating Income (NOI) We calculate NOI as shown below. The calculation of NOI excludes certain components of net income (loss) in order to provide results that are more closely related to our property level results of operations. We define NOI as income from our real estate less our property operating expenses. NOI excludes depreciation and amortization. We use NOI to evaluate individual and company-wide property level performance. Other real estate companies and REITs may calculate NOI differently than we do. 39 The calculation of NOI by reportable segment is included above in this Item 2. The following table includes the reconciliation of net loss to NOI for the three and six months ended June 30, 2025 and 2024. Three Months Ended June 30, Six Months Ended June 30, 2025 2024 2025 2024 Reconciliation of Net Loss to NOI: Net loss $ (91,639) $ (97,861) $ (100,625) $ (184,120) Equity in net (earnings) losses of investees (3,082) 12,307 (4,569) 10,409 Income tax expense 843 170 892 357 Loss before income taxes and equity in net earnings (losses) of investees (93,878) (85,384) (104,302) (173,354) Loss on modification or early extinguishment of debt 126 209 29,197 209 Interest expense 50,926 58,702 108,757 116,278 Interest and other income (2,982) (2,403) (5,081) (4,640) Gain on insurance recoveries — — (7,522) — Loss (gain) on sale of properties 7,429 13,213 (102,711) 19,087 Impairment of assets 30,993 6,545 69,465 18,687 Acquisition and certain other transaction related costs 75 1,826 99 1,912 General and administrative 11,177 6,262 20,177 13,830 Depreciation and amortization 66,266 68,357 134,591 138,490 Total NOI $ 70,132 $ 67,327 $ 142,670 $ 130,499 SHOP NOI $ 36,615 $ 28,984 $ 73,443 $ 53,694 Medical Office and Life Science Portfolio NOI 26,487 30,273 53,343 60,525 All Other NOI 7,030 8,070 15,884 16,280 Total NOI $ 70,132 $ 67,327 $ 142,670 $ 130,499 LIQUIDITY AND CAPITAL RESOURCES (dollars in thousands) Our principal sources of cash to meet operating and capital expenses, pay our debt service obligations and make distributions to our shareholders are the operating cash flows we generate as rental income from our leased properties, residents fees and services revenues from our managed communities and proceeds from the disposition of certain properties. We believe that these sources of funds will be sufficient to meet our operating and capital expenses, pay our debt service obligations and make distributions to our shareholders for at least the next 12 months and for the foreseeable future thereafter. Our future cash flows from operating activities will depend primarily upon: • our ability to receive rents from our tenants; • our ability to maintain or increase the occupancy of, and the rates at, our properties; • our and our managers' abilities to control operating expenses and capital expenses at our properties, including increased operating expenses that we may incur in response to wage and commodity price inflation, limited labor availability and increased insurance costs; and • our managers' abilities to maintain or increase our returns from our managed senior living communities. 40 Table of Contents The following is a summary of our sources and uses of cash flows for the periods presented, as reflected in our condensed consolidated statements of cash flows: Six Months Ended June 30, 2025 2024 Cash and cash equivalents and restricted cash at beginning of period $ 149,854 $ 246,961 Net cash provided by (used in): Operating activities 49,777 72,894 Investing activities 270,038 (95,691) Financing activities (321,088) 45,921 Cash and cash equivalents and restricted cash at end of period $ 148,581 $ 270,085 Our Operating Liquidity and Resources We generally receive minimum rents from tenants at our medical office and life science properties, triple net leased wellness centers and senior living communities monthly, we receive residents fees and services revenues, net of expenses, from our managed senior living communities monthly and we receive percentage rents from tenants at certain of our triple net senior living communities monthly, quarterly or annually. The decrease in cash provided by operating activities for the six months ended June 30, 2025 compared to the prior period was primarily due to the accreted interest of $34,700 paid during the 2025 period as a result of the partial redemption of our outstanding senior secured notes due 2026, partially offset by higher cash flows at our SHOP communities. Our Investing Liquidity and Resources The change in cash provided by (used in) investing activities for the six months ended June 30, 2025 compared to the prior period was primarily due to an increase in proceeds from the sale of properties, a $17,000 cash dividend paid to us by AlerisLife and our purchase on February 16, 2024 of approximately 34.0% of the then outstanding AlerisLife common shares from ABP Trust at the tender offer price of $1.31 per share for a total purchase price, including transaction related costs, of $15,459. These changes were partially offset by $8,500 of contributions made to the Seaport JV in the 2025 period. 41 Table of Contents The following is a summary of capital expenditures, development, redevelopment and other activities for the periods presented: Three Months Ended June 30, Six Months Ended June 30, 2025 2024 2025 2024 SHOP fixed assets and capital improvements $ 24,283 $ 21,623 $ 45,398 $ 31,714 Medical Office and Life Science Portfolio capital expenditures: Lease related costs (1) 3,528 6,409 7,375 12,438 Building improvements (2) 1,518 1,852 3,042 2,771 Recurring capital expenditures - Medical Office and Life Science Portfolio 5,046 8,261 10,417 15,209 Wellness centers lease related costs (1) — 4,591 — 11,514 Total recurring capital expenditures $ 29,329 $ 34,475 $ 55,815 $ 58,437 Development, redevelopment and other activities - SHOP (3) $ 4,660 $ 5,705 $ 10,228 $ 6,894 Development, redevelopment and other activities - Medical Office and Life Science Portfolio (3) — 1,112 — 1,825 Total development, redevelopment and other activities $ 4,660 $ 6,817 $ 10,228 $ 8,719 Capital expenditures by segment: SHOP $ 28,943 $ 27,328 $ 55,626 $ 38,608 Medical Office and Life Science Portfolio 5,046 9,373 10,417 17,034 All Other - wellness centers — 4,591 — 11,514 Total capital expenditures $ 33,989 $ 41,292 $ 66,043 $ 67,156 (1) Includes capital expenditures to improve tenants' space or amounts paid directly to tenants to improve their space and other leasing related costs, such as brokerage commissions and tenant inducements. (2) Includes capital expenditures to replace obsolete building components that extend the useful life of existing assets or other improvements to increase the marketability of the property. (3) Includes capital expenditures that reposition a property or result in change of use or new sources of revenue. We generally plan to continue investing capital in our properties, including redevelopment projects, to better position these properties in their respective markets in order to increase our returns in future years. As of June 30, 2025, we had estimated unspent leasing related obligations at our medical office and life science properties of approximately $25,528, of which we expect to spend approximately $22,968 during the next 12 months. We expect to fund these obligations using operating cash flows, cash on hand, proceeds from the disposition of certain properties and future financing activities. We are currently in the process of redeveloping certain properties, primarily our managed senior living communities. We continue to assess opportunities to redevelop other properties in our SHOP segment and Medical Office and Life Science Portfolio. These redevelopment projects may require significant capital expenditures and time to complete and we may defer certain redevelopment projects to preserve liquidity. Additionally, due to labor availability constraints and wage and commodity price inflation, the capital investments we plan to make may be delayed or cost more than we expect. During the six months ended June 30, 2025, we sold 26 properties for an aggregate sales price of $337,225, excluding closing costs. Subsequent to June 30, 2025, we sold three properties for an aggregate sales price of $8,800, excluding closing costs. As of August 1, 2025, we had 49 properties under agreements or letters of intent to sell for an aggregate sales price of $279,923, excluding closing costs. The net proceeds from the sales of 11 of these properties, which have an expected aggregate sales price, excluding closing costs, of $90,588, are required to be used to partially redeem our outstanding senior secured notes due 2026, if the sales of such properties are completed. We may not complete the sales of any or all of the properties we currently plan to sell. Also, we may sell some or all of these properties at amounts that are less than currently expected and/or less than the carrying values of such properties and we may incur losses on any such sales as a result. For further information 42 Table of Contents regarding our dispositions, see Note 3 to our Consolidated Financial Statements included in Part IV, Item 15 of this Annual Report on Form 10-K. On February 14, 2025, AlerisLife paid an aggregate cash dividend of $50,000 to its stockholders. Our pro rata share of this cash dividend was $17,000. On July 15, 2025, AlerisLife paid an aggregate cash dividend of $10,000 to its stockholders. Our pro rata share of this cash dividend was $3,400. Our Financing Liquidity and Resources The change in cash (used in) provided by financing activities for the six months ended June 30, 2025 compared to the prior period was primarily due to the redemption of our outstanding senior secured notes due 2025 and partial redemption of our outstanding senior secured notes due 2026, partially offset by our execution of four mortgage financings for aggregate proceeds, excluding closing costs, of $343,157 in the 2025 period. In June 2025, we obtained a $150,000 revolving credit facility secured by 14 SHOP communities. Our revolving credit facility is available for general business purposes, including acquisitions. We can borrow, repay and reborrow funds available under our revolving credit facility, and no principal repayments are due, until maturity. Availability of borrowings under our credit agreement is subject to satisfying certain financial covenants and other credit facility conditions. Our revolving credit facility matures in June 2029 and we have two six-month extension options for the maturity date of the facility, subject to satisfaction of certain conditions and payment of an extension fee. Interest payable on borrowings under our revolving credit facility is based on SOFR plus a premium of 2.50% to 3.00%, depending on our net leverage ratio, as defined in our credit agreement, which was 2.50% as of June 30, 2025. We also pay an unused commitment fee of 25 to 35 basis points per annum based on amounts outstanding under our revolving credit facility. As of June 30, 2025, the annual interest rate payable on borrowings under our revolving credit facility was 7.05%. As of June 30, 2025 and August 1, 2025, we had no borrowings under our revolving credit facility and $150,000 available for borrowings. As of June 30, 2025, we had $141,769 of cash and cash equivalents. We typically use cash balances, net proceeds from offerings of securities, debt issuances or dispositions of assets and cash flows from our operations to fund our operations, debt repayments, distributions, acquisitions, investments, capital expenditures and other general business purposes. During the six months ended June 30, 2025, we paid quarterly cash distributions to our shareholders totaling approximately $4,826 using existing cash balances. On July 10, 2025, we declared a quarterly distribution payable to common shareholders of record on July 21, 2025 in the amount of $0.01 per share, or approximately $2,414. We expect to pay this distribution on or about August 14, 2025 using cash on hand. For further information regarding the distribution we paid during 2025, see Note 7 to our condensed consolidated financial statements included in Part I, Item 1 of this Quarterly Report on Form 10-Q. We believe we may have access to various types of financings, including debt or equity offerings, to fund our operations and repay our debts and other obligations as they become due. Our ability to complete, and the costs associated with, future debt or equity transactions depends primarily upon market conditions and our then creditworthiness and our ability to be in compliance with our debt covenants. We have no control over market conditions. Our credit and debt ratings depend upon evaluations by credit rating agencies of our business practices and plans, including our ability to maintain our earnings, our liquidity position, to stagger our debt maturities and to balance our use of debt and equity capital so that our financial performance and leverage ratios afford us flexibility to withstand any reasonably anticipated adverse changes. Similarly, our ability to raise equity capital in the future will depend primarily upon equity capital market conditions and our ability to conduct our business to maintain and grow our operating cash flows. We intend to conduct our business activities in a manner which will afford us reasonable access to capital for investment and financing activities, but we cannot be sure that we will be able to successfully carry out that intention. A protracted negative impact on the economy or the industries in which our properties and businesses operate resulting from wage and commodity price inflation, high interest rates, geopolitical risks or other economic, market or industry conditions, including the delayed recovery of the senior housing industry, economic downturns and a possible recession, may have various negative consequences including a decline in financing availability and increased costs for financing. Further, those conditions could also disrupt capital markets and limit our access to financing from public sources, particularly if the global financial markets experience significant disruptions. Our $641,376 in outstanding senior secured notes due 2026 are fully and unconditionally guaranteed, on a joint, several and senior secured basis, by the Collateral Guarantors, and on a joint, several and unsecured basis, by all our subsidiaries other 43 Table of Contents than the Collateral Guarantors and certain excluded subsidiaries. These notes and the guarantees provided by the Collateral Guarantors are secured by a first priority lien and security interest in each of the collateral properties and 100% of the equity interests in each of the Collateral Guarantors. No cash interest will accrue on these notes prior to maturity. The accreted value of these notes will increase at a rate of 11.25% per annum compounded semiannually on January 15 and July 15 of each year. We have a one-time option to extend the maturity date of these senior secured notes by one year, to January 15, 2027, subject to satisfaction of certain conditions and payment of an extension fee. If we exercise this option, interest payments will be due semiannually during the extension period at an initial interest rate of 11.25% with increases of 50 basis points every 90 days these senior secured notes remain outstanding. We are currently under agreements or letters of intent to sell 11 properties securing our senior secured notes due 2026 for an aggregate sales price of $90,588, excluding closing costs. The net proceeds from these sales are required to be used to partially redeem these senior secured notes, if these sales are completed. In March 2025, we executed a $140,000 floating rate mortgage loan secured by 14 SHOP communities. This mortgage loan matures in March 2028 and requires that interest be paid at an annual rate of SOFR plus a premium of 2.50% with interest-only payments through April 2027, and we have two six-month extension options of the interest-only period, subject to satisfaction of certain conditions. In connection with this mortgage loan, we have purchased an interest rate cap with a SOFR strike rate equal to 4.50% pursuant to the terms of the applicable loan agreement. In April 2025, we executed a $108,873 fixed rate mortgage financing secured by seven SHOP communities. These mortgage loans mature in May 2035 and require that interest be paid at an annual rate of 6.22% with interest-only payments through May 2030. In May 2025, we executed a $64,000 fixed rate mortgage loan secured by four SHOP communities. This mortgage loan matures in June 2030 and requires that interest be paid at an annual rate of 6.57%. In May 2025, we executed a $30,284 fixed rate mortgage financing secured by two SHOP communities. These mortgage loans mature in June 2035 and require that interest be paid at an annual rate of 6.36% with interest-only payments through June 2028. From April through June 2025, we used the net proceeds from these 2025 mortgage financings, together with cash on hand, to fully redeem the remaining $380,000 principal balance of our 9.75% senior unsecured notes due June 2025. Our next significant debt maturity is $641,376 in outstanding senior secured notes with a maturity date of January 15, 2026, which is subject to a one-time option to extend the maturity date by one year, to January 15, 2027. For further information regarding our outstanding debt, see Note 5 to our condensed consolidated financial statements included in Part I, Item 1 of this Quarterly Report on Form 10-Q. Debt Covenants (dollars in thousands) Our principal debt obligations at June 30, 2025 were: (1) $1,600,000 outstanding principal amount of senior unsecured notes; (2) $641,376 outstanding principal amount of senior secured notes; and (3) $329,809 aggregate principal amount of mortgage notes (excluding discounts, premiums and net debt issuance costs) secured by 36 properties. For further information regarding our indebtedness, see Note 5 to our condensed consolidated financial statements included in Part I, Item 1 of this Quarterly Report on Form 10-Q. Our senior notes are governed by our senior notes indentures and their supplements. Our credit agreement, our mortgage loan agreements and our senior notes indentures and their supplements provide for acceleration of payment of all amounts outstanding upon the occurrence and continuation of certain events of default. Our credit agreement and our senior notes indentures and their supplements also contain covenants that restrict our ability to incur debts, including debts secured by mortgages on our properties, in excess of calculated amounts and require us to maintain various financial ratios. As of June 30, 2025, we believe we were in compliance with all of the covenants under our debt agreements. Although we continue to take steps to enhance our ability to maintain sufficient liquidity, as noted elsewhere in this Quarterly Report on Form 10-Q, a protracted negative impact on the economy or the industries in which our properties and businesses operate resulting from wage or commodity price inflation, high interest rates, geopolitical risks or other economic, market or industry conditions, including the delayed recovery of the senior housing industry, economic downturns or a possible recession, may cause increased pressure on our ability to satisfy financial and other covenants. If our operating results and financial condition are significantly negatively impacted by economic conditions or otherwise, we may fail to satisfy our debt covenants and conditions. 44 Table of Contents Our senior notes indentures and their supplements do not contain provisions for acceleration which could be triggered by our debt ratings. See "—Our Financing Liquidity and Resources" above for information regarding recent changes to our issuer credit rating and senior debt ratings. Our revolving credit facility contains cross default provisions to any other debts of more than $25,000. Our senior unsecured notes indentures and their supplements contain cross default provisions to any other debts of more than $20,000 ($50,000 or more in the case of our senior notes indentures and supplements entered in February 2016, February 2018, June 2020, February 2021 and December 2023). The loan agreements governing the aggregate $620,000 secured debt financing related to the Seaport JV contain customary covenants and provide for acceleration of payment of all amounts due thereunder upon the occurrence and continuation of certain events of default. We no longer include this $620,000 of secured debt financing in our condensed consolidated balance sheet following the deconsolidation of the net assets of this joint venture; however, we continue to provide certain guaranties on this debt. The debt secured by the properties included in the LSMD JV in which we own a 20% equity interest is guaranteed by this joint venture and is non-recourse to us. Supplemental Guarantor Information (dollars in thousands) On February 3, 2021, we issued $500,000 of our 4.375% senior notes due 2031. As of June 30, 2025, all $500,000 of our 4.375% senior notes due 2031 were fully and unconditionally guaranteed, on a joint, several and unsecured basis, by all of our subsidiaries except certain excluded subsidiaries. The notes and related guarantees are effectively subordinated to all of our and the subsidiary guarantors' secured indebtedness, respectively, to the extent of the value of the applicable collateral, and are structurally subordinated to all indebtedness and other liabilities and any preferred equity of any of our subsidiaries that do not guarantee the notes. Our remaining $1,100,000 of senior unsecured notes do not have the benefit of any guarantees. A subsidiary guarantor's guarantee of our 4.375% senior notes due 2031 and all other obligations of such subsidiary guarantor under the indenture governing the notes will automatically terminate and such subsidiary guarantor will automatically be released from all of its obligations under such subsidiary guarantee and the indenture under certain circumstances, including on or after the date (a) the notes have an investment grade rating from two rating agencies and one of such investment grade ratings is a mid-BBB investment grade rating and (b) no default or event of default has occurred and is continuing under the indenture. Our non-guarantor subsidiaries are separate and distinct legal entities and have no obligation, contingent or otherwise, to pay any amounts due on our 4.375% senior notes due 2031 or their guarantees, or to make any funds available therefor, whether by dividend, distribution, loan or other payments. The rights of holders of our 4.375% senior notes due 2031 to benefit from any of the assets of our non-guarantor subsidiaries are subject to the prior satisfaction of claims of those subsidiaries' creditors and any preferred equity holders. As a result, our 4.375% senior notes due 2031 and their guarantees are structurally subordinated to all indebtedness, guarantees and other liabilities of our subsidiaries that do not guarantee our 4.375% senior notes due 2031, including guarantees of other indebtedness of ours, payment obligations under lease agreements, trade payables and preferred equity. The following tables present summarized financial information for guarantor entities and issuer, on a combined basis after eliminating (i) intercompany transactions and balances among the guarantor entities and (ii) equity in earnings from, and any investments in, any subsidiary that is a non-guarantor: June 30, 2025 December 31, 2024 Real estate properties, net $ 2,365,609 $ 2,465,179 Other assets, net 330,776 363,471 Total assets $ 2,696,385 $ 2,828,650 Indebtedness, net $ 2,153,616 $ 2,783,826 Other liabilities 213,291 227,424 Total liabilities $ 2,366,907 $ 3,011,250 45 Table of Contents Six Months Ended June 30, 2025 Revenues $ 478,575 Expenses $ 603,206 Loss from continuing operations $ (239,670) Net loss $ (235,993) Related Person Transactions We have relationships and historical and continuing transactions with RMR, RMR Inc., AlerisLife (including Five Star) and others related to them. For further information about these and other such relationships and related person transactions, see Notes 9, 10 and 11 to our condensed consolidated financial statements included in Part I, Item 1 of this Quarterly Report on Form 10-Q, our Annual Report, our definitive Proxy Statement for our 2025 Annual Meeting of Shareholders and our other filings with the SEC. In addition, see the section captioned “Risk Factors” of our Annual Report for a description of risks that may arise as a result of these and other related person transactions and relationships. We may engage in additional transactions with related persons, including businesses to which RMR or its subsidiaries provide management services. Critical Accounting Estimates The preparation of financial statements in conformity with GAAP requires us to make estimates and assumptions that affect reported amounts. Actual results could differ from those estimates. Significant estimates in our condensed consolidated financial statements include purchase price allocations, useful lives of fixed assets and impairments of real estate and intangible assets. A discussion of our critical accounting estimates is included in our Annual Report. There have been no significant changes in our critical accounting estimates since the year ended December 31, 2024. Impact of Government Reimbursement For the six months ended June 30, 2025, substantially all of our NOI was generated from properties where a majority of the revenues are derived from our tenants' and residents' private resources, and a small amount of our NOI was generated from properties where a majority of the revenues are derived from Medicare and Medicaid payments. Nonetheless, we own, and our tenants, managers and operators operate, facilities in many states that participate in federal and state healthcare payment programs, including the federal Medicare and state Medicaid programs and other federal and state healthcare payment programs. Also, some of our medical office and life science property tenants participate in federal Medicare and state Medicaid programs and other government healthcare payment programs. For more information regarding the government healthcare funding and regulation of our business, please see the section captioned “Business—Government Regulation and Reimbursement” in our Annual Report and the section captioned “Management's Discussion and Analysis of Financial Condition and Results of Operations—Impact of Government Reimbursement” in our Annual Report. 46 Table of Contents