Item 1. Financial Statements
Item 1. Financial Statements.
DIVERSIFIED HEALTHCARE TRUST
CONDENSED CONSOLIDATED BALANCE SHEETS
(dollars in thousands, except share data)
(unaudited)
September 30, December 31,
2025 2024
Assets
Real estate properties:
Land $ 542,403 $ 605,973
Buildings and improvements 5,416,972 5,817,279
Total real estate properties, gross 5,959,375 6,423,252
Accumulated depreciation ( 2,077,012 ) ( 2,082,777 )
Total real estate properties, net 3,882,363 4,340,475
Investments in unconsolidated joint ventures 112,769 126,859
Assets of properties held for sale 258,389 276,270
Cash and cash equivalents 201,371 144,584
Restricted cash 8,252 5,270
Equity method investment 8,240 24,590
Acquired real estate leases and other intangible assets, net 21,784 26,300
Other assets, net 190,806 192,657
Total assets $ 4,683,974 $ 5,137,005
Liabilities and Equity
Secured revolving credit facility $ — $ —
Senior secured notes, net 687,487 826,974
Senior unsecured notes, net 1,580,027 1,957,319
Secured debt and finance leases, net 455,851 126,611
Liabilities of properties held for sale 17,604 6,024
Accrued interest 12,408 23,092
Other liabilities 241,867 238,142
Total liabilities 2,995,244 3,178,162
Commitments and contingencies
Common shares of beneficial interest, $ .01 par value: 300,000,000 shares authorized, 242,146,962 and 241,271,703 shares issued and outstanding, respectively
2,421 2,413
Additional paid in capital 4,622,061 4,620,313
Cumulative net income 1,143,358 1,408,023
Cumulative other comprehensive income (loss) 19 ( 17 )
Cumulative distributions ( 4,079,129 ) ( 4,071,889 )
Total equity 1,688,730 1,958,843
Total liabilities and equity $ 4,683,974 $ 5,137,005
The accompanying notes are an integral part of these unaudited condensed consolidated financial statements.
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DIVERSIFIED HEALTHCARE TRUST
CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME (LOSS)
(amounts in thousands, except per share data)
(unaudited)
Three Months Ended September 30, Nine Months Ended September 30,
2025 2024 2025 2024
Revenues:
Rental income $ 55,316 $ 61,635 $ 169,041 $ 187,155
Residents fees and services 333,390 312,005 989,241 928,653
Total revenues 388,706 373,640 1,158,282 1,115,808
Expenses:
Property operating expenses 325,387 309,697 952,293 921,366
Depreciation and amortization 65,324 68,959 199,915 207,449
General and administrative 12,789 13,933 32,966 27,763
Acquisition and certain other transaction related costs 1,158 331 1,257 2,243
Impairment of assets 93,243 23,031 162,708 41,718
Total expenses 497,901 415,951 1,349,139 1,200,539
Gain (loss) on sale of properties 1,260 111 103,971 ( 18,976 )
Gain on insurance recoveries — — 7,522 —
Interest income and other expenses ( 774 ) 2,575 4,307 7,215
Interest expense (including net amortization of debt discounts, premiums and issuance costs of $ 20,121 , $ 26,188 , $ 66,094 and $ 76,642 , respectively)
( 48,886 ) ( 59,443 ) ( 157,643 ) ( 175,721 )
Loss on modification or early extinguishment of debt ( 11,191 ) — ( 40,388 ) ( 209 )
Loss before income taxes and equity in net earnings (losses) of investees ( 168,786 ) ( 99,068 ) ( 273,088 ) ( 272,422 )
Income tax expense ( 337 ) ( 148 ) ( 1,229 ) ( 505 )
Equity in net earnings (losses) of investees 5,083 527 9,652 ( 9,882 )
Net loss $ ( 164,040 ) $ ( 98,689 ) $ ( 264,665 ) $ ( 282,809 )
Other comprehensive income:
Equity in unrealized gains of an investee 7 34 59 8
Unrealized loss on derivative ( 6 ) — ( 23 ) —
Other comprehensive income 1 34 36 8
Comprehensive loss $ ( 164,039 ) $ ( 98,655 ) $ ( 264,629 ) $ ( 282,801 )
Weighted average common shares outstanding (basic and diluted) 240,385 239,667 240,160 239,396
Per common share amounts (basic and diluted):
Net loss $ ( 0.68 ) $ ( 0.41 ) $ ( 1.10 ) $ ( 1.18 )
The accompanying notes are an integral part of these unaudited condensed consolidated financial statements.
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DIVERSIFIED HEALTHCARE TRUST
CONDENSED CONSOLIDATED STATEMENTS OF SHAREHOLDERS' EQUITY
(dollars in thousands)
(unaudited)
Number of
Shares Common
Shares Additional
Paid In
Capital Cumulative
Net Income Cumulative Other Comprehensive Income (Loss) Cumulative Distributions Total Equity
Balance at December 31, 2024: 241,271,703 $ 2,413 $ 4,620,313 $ 1,408,023 $ ( 17 ) $ ( 4,071,889 ) $ 1,958,843
Net loss — — — ( 8,986 ) — — ( 8,986 )
Other comprehensive income — — — — 21 — 21
Distributions — — — — — ( 2,413 ) ( 2,413 )
Share grants 33,582 — 605 — — — 605
Share repurchases ( 2,035 ) — ( 6 ) — — — ( 6 )
Share forfeitures ( 35,431 ) — ( 13 ) — — — ( 13 )
Balance at March 31, 2025: 241,267,819 2,413 4,620,899 1,399,037 4 ( 4,074,302 ) 1,948,051
Net loss — — — ( 91,639 ) — — ( 91,639 )
Other comprehensive income — — — — 14 — 14
Distributions — — — — — ( 2,413 ) ( 2,413 )
Share grants 203,987 2 1,067 — — — 1,069
Share repurchases ( 38,908 ) ( 1 ) ( 102 ) — — — ( 103 )
Share forfeitures ( 12,557 ) — ( 6 ) — — — ( 6 )
Balance at June 30, 2025: 241,420,341 2,414 4,621,858 1,307,398 18 ( 4,076,715 ) 1,854,973
Net loss — — — ( 164,040 ) — — ( 164,040 )
Other comprehensive income — — — — 1 — 1
Distributions — — — — — ( 2,414 ) ( 2,414 )
Share grants 950,895 10 1,159 — — — 1,169
Share repurchases ( 218,290 ) ( 2 ) ( 952 ) — — — ( 954 )
Share forfeitures ( 5,984 ) ( 1 ) ( 4 ) — — — ( 5 )
Balance at September 30, 2025: 242,146,962 $ 2,421 $ 4,622,061 $ 1,143,358 $ 19 $ ( 4,079,129 ) $ 1,688,730
The accompanying notes are an integral part of these unaudited condensed consolidated financial statements.
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DIVERSIFIED HEALTHCARE TRUST
CONDENSED CONSOLIDATED STATEMENTS OF SHAREHOLDERS' EQUITY (CONTINUED)
(dollars in thousands)
(unaudited)
Number of
Shares Common
Shares Additional
Paid In
Capital Cumulative
Net Income Cumulative Other Comprehensive Income (Loss) Cumulative Distributions Total Shareholders' Equity
Balance at December 31, 2023: 240,423,898 $ 2,405 $ 4,618,470 $ 1,778,278 $ — $ ( 4,062,262 ) $ 2,336,891
Net loss — — — ( 86,259 ) — — ( 86,259 )
Other comprehensive loss — — — — ( 4 ) — ( 4 )
Distributions — — — — — ( 2,404 ) ( 2,404 )
Share grants — — 558 — — — 558
Share repurchases ( 30,176 ) ( 1 ) ( 78 ) — — — ( 79 )
Balance at March 31, 2024: 240,393,722 2,404 4,618,950 1,692,019 ( 4 ) ( 4,064,666 ) 2,248,703
Net loss — — — ( 97,861 ) — — ( 97,861 )
Other comprehensive loss — — — — ( 22 ) — ( 22 )
Distributions — — — — — ( 2,404 ) ( 2,404 )
Share grants 259,259 3 937 — — — 940
Share repurchases ( 17,511 ) ( 1 ) ( 41 ) — — — ( 42 )
Share forfeitures ( 16,000 ) — — — — — —
Balance at June 30, 2024: 240,619,470 2,406 4,619,846 1,594,158 ( 26 ) ( 4,067,070 ) 2,149,314
Net loss — — — ( 98,689 ) — — ( 98,689 )
Other comprehensive income — — — — 34 — 34
Distributions — — — — — ( 2,406 ) ( 2,406 )
Share grants 881,767 9 923 — — — 932
Share repurchases ( 219,864 ) ( 2 ) ( 779 ) — — — ( 781 )
Balance at September 30, 2024: 241,281,373 $ 2,413 $ 4,619,990 $ 1,495,469 $ 8 $ ( 4,069,476 ) $ 2,048,404
The accompanying notes are an integral part of these unaudited condensed consolidated financial statements.
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CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
(dollars in thousands)
(unaudited)
Nine Months Ended September 30,
2025 2024
Cash flows from operating activities:
Net loss $ ( 264,665 ) $ ( 282,809 )
Adjustments to reconcile net loss to cash provided by operating activities:
Depreciation and amortization 199,915 207,449
Net amortization of debt discounts, premiums and issuance costs 66,094 76,642
Payment of accreted interest on senior secured notes ( 86,992 ) —
Straight line rental income ( 759 ) ( 1,605 )
Amortization of acquired real estate leases and other intangible assets, net 83 84
Loss on modification or early extinguishment of debt 40,388 209
Impairment of assets 162,708 41,718
(Gain) loss on sale of properties ( 103,971 ) 18,976
Gain on insurance recoveries ( 7,522 ) —
Other non-cash adjustments, net ( 10 ) ( 405 )
Unconsolidated joint venture distributions 250 1,231
Equity in net (earnings) losses of investees ( 9,652 ) 9,882
Change in assets and liabilities:
Deferred leasing costs, net ( 3,273 ) ( 2,199 )
Other assets ( 11,173 ) 2,828
Accrued interest ( 10,684 ) ( 258 )
Other liabilities 29,755 22,285
Net cash provided by operating activities 492 94,028
Cash flows from investing activities:
Real estate improvements ( 114,389 ) ( 134,966 )
Proceeds from sale of properties, net 349,382 27,845
Investment in AlerisLife Inc. — ( 15,459 )
Equity method investment distributions 48,400 —
Contributions to unconsolidated joint ventures ( 8,500 ) —
Proceeds from insurance recoveries 1,308 1,698
Purchase of interest rate cap ( 47 ) —
Net cash provided by (used in) investing activities 276,154 ( 120,882 )
Cash flows from financing activities:
Proceeds from issuance of senior secured notes, net 369,375 —
Proceeds from mortgage notes payable 343,157 120,000
Redemption of senior secured notes ( 483,368 ) —
Redemption of senior unsecured notes ( 380,000 ) ( 60,000 )
Repayment of other debt ( 2,728 ) ( 2,388 )
Early extinguishment of debt settled in cash ( 35,804 ) —
Payment of debt issuance costs ( 19,206 ) ( 8,203 )
Repurchase of common shares ( 1,063 ) ( 902 )
Distributions to shareholders ( 7,240 ) ( 7,214 )
Net cash (used in) provided by financing activities ( 216,877 ) 41,293
Increase in cash and cash equivalents and restricted cash 59,769 14,439
Cash and cash equivalents and restricted cash at beginning of period 149,854 246,961
Cash and cash equivalents and restricted cash at end of period $ 209,623 $ 261,400
The accompanying notes are an integral part of these unaudited condensed consolidated financial statements.
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CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS (CONTINUED)
(dollars in thousands)
(unaudited)
Nine Months Ended September 30,
2025 2024
Supplemental cash flow information:
Interest paid (1)
$ 189,225 $ 99,337
Income taxes paid $ 626 $ 484
Non-cash investing activities:
Real estate improvements accrued, not paid $ 15,474 $ 18,603
(1) Includes $ 86,992 of accreted interest paid during the nine months ended September 30, 2025 on our senior secured notes due 2026.
Supplemental disclosure of cash and cash equivalents and restricted cash:
The following table provides a reconciliation of cash and cash equivalents and restricted cash reported within our condensed consolidated balance sheets to the amount shown in our condensed consolidated statements of cash flows:
As of September 30,
2025 2024
Cash and cash equivalents $ 201,371 $ 256,527
Restricted cash (1)
8,252 4,873
Total cash and cash equivalents and restricted cash shown in our condensed consolidated statements of cash flows $ 209,623 $ 261,400
(1) Restricted cash consists of amounts escrowed for real estate taxes, insurance and capital expenditures at certain of our mortgaged properties.
The accompanying notes are an integral part of these unaudited condensed consolidated financial statements.
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NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)
(dollar amounts in thousands, except per share data or as otherwise stated)
Note 1. Basis of Presentation
The accompanying condensed consolidated financial statements of Diversified Healthcare Trust and its subsidiaries, or DHC, we, us, or our, are unaudited. Certain information and disclosures required by U.S. generally accepted accounting principles, or GAAP, for complete financial statements have been condensed or omitted. We believe the disclosures made are adequate to make the information presented not misleading. However, the accompanying condensed consolidated financial statements should be read in conjunction with the consolidated financial statements and notes contained in our Annual Report on Form 10-K for the year ended December 31, 2024, or our Annual Report.
In the opinion of management, all adjustments (consisting of normal recurring accruals) considered necessary for a fair statement of results for the interim period have been included. All intercompany transactions and balances with or among our consolidated subsidiaries have been eliminated. Operating results for interim periods are not necessarily indicative of the results that may be expected for the full year.
The preparation of these 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.
We have been, are currently, and expect in the future to be involved in claims, lawsuits, and regulatory and other governmental audits, investigations and proceedings arising in the ordinary course of our business. While the outcome of any litigation is inherently uncertain, we do not believe any currently pending litigation or proceedings will have a material adverse effect on our financial condition, results of operations or cash flows.
Note 2. Recent Accounting Pronouncements
On December 14, 2023, the Financial Accounting Standards Board, or FASB, issued Accounting Standards Update, or ASU, No. 2023-09, Income Taxes (Topic 740): Improvements to Income Tax Disclosures , or ASU No. 2023-09, which requires public entities to enhance their annual income tax disclosures by requiring: (i) consistent categories and greater disaggregation of information in the rate reconciliation, and (ii) income taxes paid disaggregated by jurisdiction. ASU No. 2023-09 should be applied prospectively but entities have the option to apply it retrospectively to all prior periods presented in the financial statements. ASU No. 2023-09 is effective for annual periods beginning after December 15, 2024, with early adoption permitted. We expect to include additional disclosures in the notes to our condensed consolidated financial statements as a result of the implementation of ASU No. 2023-09; however, these changes are not expected to have a material effect on our condensed consolidated financial statements.
In November 2024, the FASB issued ASU No. 2024-03, Income Statement - Reporting Comprehensive Income - Expense Disaggregation Disclosures (Subtopic 220-40): Disaggregation of Income Statements Expenses , or ASU No. 2024-03, which requires public entities to disclose specific expense categories such as employee compensation, depreciation and intangible asset amortization. These details must be presented in a tabular format in the notes to condensed consolidated financial statements for both interim and annual reporting periods. ASU 2024-03 is required to be applied prospectively but can be applied retrospectively, and is effective for the first annual reporting periods beginning after December 15, 2026, and interim reporting periods within annual reporting periods beginning after December 15, 2027, with early adoption permitted. We are currently evaluating the impact that ASU 2024-03 will have on our condensed consolidated financial statements.
Note 3. Real Estate and Other Investments
As of September 30, 2025, we owned 335 properties located in 34 states and Washington, D.C., including 50 properties classified as held for sale, and we owned an equity interest in each of two unconsolidated joint ventures that own medical office and life science properties located in five states.
Dispositions:
The table below represents the sale prices, excluding closing costs, of our dispositions for the nine months ended September 30, 2025. We do not believe these sales represent a strategic shift in our business. As a result, the results of
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NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)
(dollar amounts in thousands, except per share data or as otherwise stated)
operations for these properties are included in continuing operations through the date of sale of such properties in our condensed consolidated statements of comprehensive income (loss).
Date of Sale State Type of Property Number of Properties Sales Price Gain (Loss) on Sale
January 2025 Delaware Senior Living (SHOP) 1 $ 2,900 $ 1,263
January 2025 California Life Science (1)
3 159,025 9,723
February 2025 Arizona Life Science 1 16,800 65
February 2025 Various Senior Living (1)
18 135,000 97,560
March 2025 Connecticut Medical Office (1)
1 7,100 1,529
May 2025 Tennessee Senior Living (SHOP) 1 11,150 ( 5,261 )
May 2025 Missouri Medical Office 1 5,250 ( 2,168 )
July 2025 Wisconsin Medical Office 1 500 ( 34 )
July 2025 Montana Medical Office 1 4,300 31
July 2025 New Jersey All Other 1 4,000 1,554
August 2025 Pennsylvania Medical Office 1 1,800 ( 19 )
September 2025 Georgia Senior Living (SHOP) 1 1,600 ( 218 )
September 2025 Maryland Medical Office 1 4,250 ( 54 )
32 $ 353,675 $ 103,971
(1) We used aggregate net proceeds of $ 299,158 from the sales of these properties to partially redeem our outstanding senior secured notes due 2026.
As of September 30, 2025, we had 50 properties classified as held for sale in our condensed consolidated balance sheet as follows:
Segment Number of Properties Real Estate Properties, Net
SHOP 29 $ 94,778
Medical Office and Life Science 21 139,609
50 $ 234,387
Subsequent to September 30, 2025, we sold 12 properties for an aggregate sales price of $ 42,130 , excluding closing costs. In October 2025, we used net proceeds of $ 10,249 from the sale of one of these properties to partially redeem our outstanding senior secured notes due 2026. As of November 3, 2025, we had 38 properties under agreements or letters of intent to sell for an aggregate sales price of $ 237,219 , excluding closing costs. The net proceeds from the sales of 12 of these properties, which have an expected aggregate sales price of $ 90,529 , excluding closing costs, 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.
Impairment:
We regularly evaluate our assets for indicators of impairment. Impairment indicators may include declining tenant or resident occupancy, weak or declining profitability from the property, decreasing tenant cash flows or liquidity, our decision to dispose of an asset before the end of its estimated useful life and legislative, market or industry changes that could permanently reduce the value of an asset. If indicators of impairment are present, we evaluate the carrying value of the affected assets by comparing it to the expected future undiscounted cash flows to be generated from those assets. The future cash flows are subjective and are based in part on assumptions regarding hold periods, market rents and terminal capitalization rates. If the
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NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)
(dollar amounts in thousands, except per share data or as otherwise stated)
sum of these expected future cash flows is less than the carrying value, we reduce the net carrying value of the asset to its estimated fair value.
During the nine months ended September 30, 2025, we recorded impairment charges of $ 109,597 to adjust the carrying value of 18 medical office and life science properties to their estimated fair values. We sold five of these properties during the nine months ended September 30, 2025. The remaining 13 properties were classified as held for sale in our condensed consolidated balance sheet as of September 30, 2025. During the nine months ended September 30, 2025, we also recorded impairment charges of $ 53,111 to adjust the carrying value of 25 senior living communities in our senior housing operating portfolio, or SHOP, to their estimated fair values. We sold one of these communities during the nine months ended September 30, 2025. The remaining 24 communities were classified as held for sale in our condensed consolidated balance sheet as of September 30, 2025.
Investments and Capital Expenditures:
The following is a summary of capital expenditures, development, redevelopment and other activities for the periods presented:
Three Months Ended September 30, Nine Months Ended September 30,
2025 2024 2025 2024
SHOP fixed assets and capital improvements $ 33,306 $ 27,923 $ 78,704 $ 59,637
Medical Office and Life Science Portfolio capital expenditures:
Lease related costs (1)
4,961 3,504 12,336 15,942
Building improvements (2)
2,295 1,359 5,337 4,130
Recurring capital expenditures - Medical Office and Life Science Portfolio 7,256 4,863 17,673 20,072
Wellness centers lease related costs (1)
— 5,488 — 17,002
Total recurring capital expenditures $ 40,562 $ 38,274 $ 96,377 $ 96,711
Development, redevelopment and other activities - SHOP (3)
$ 1,865 $ 11,714 $ 12,093 $ 18,608
Development, redevelopment and other activities - Medical Office and Life Science Portfolio (3)
175 537 175 2,362
Total development, redevelopment and other activities $ 2,040 $ 12,251 $ 12,268 $ 20,970
Capital expenditures by segment:
SHOP $ 35,171 $ 39,637 $ 90,797 $ 78,245
Medical Office and Life Science Portfolio 7,431 5,400 17,848 22,434
All Other - wellness centers
— 5,488 — 17,002
Total capital expenditures $ 42,602 $ 50,525 $ 108,645 $ 117,681
(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.
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NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)
(dollar amounts in thousands, except per share data or as otherwise stated)
Equity Method Investments in Unconsolidated Joint Ventures:
As of September 30, 2025, we had equity investments in unconsolidated joint ventures as follows:
Equity Method Investments in Joint Venture DHC Ownership DHC Carrying Value of Investment at September 30, 2025
Number of Properties State Square Feet
Seaport Innovation LLC 10 % $ 67,060 1 MA 1,134,479
The LSMD Fund REIT LLC 20 % 45,709 10 CA, MA, NY, TX, WA 1,068,763
$ 112,769 11 2,203,242
The following table provides a summary of the mortgage debts of these joint ventures as of September 30, 2025:
Joint Venture Coupon Rate Maturity Date Principal Balance (1)
Mortgage Notes Payable (secured by one property in Massachusetts) (2) (3)
5.60 % 9/1/2030 $ 1,000,000
Mortgage Notes Payable (secured by nine properties in five states) (4)
3.46 % 2/11/2032 189,800
Mortgage Notes Payable (secured by one property in California) (4) (5)
6.14 % 2/9/2026 266,825
5.40 % $ 1,456,625
(1) Amounts are not adjusted for our minority equity interest.
(2) We provide certain limited recourse guaranties on this debt, with our liability limited to $ 100,000 .
(3) Reflects August 2025 refinancing of the previous mortgage loan with an original principal balance of $ 620,000 .
(4) The debt securing these properties is non-recourse to us.
(5) The joint venture has one remaining one-year extension option for the maturity date of this mortgage loan, subject to satisfaction of certain conditions, and this mortgage loan requires that interest be paid at an annual rate of the one-month term secured overnight financing rate, or SOFR, plus a premium of 1.90 %. The joint venture has purchased an interest rate cap through February 2026 with a SOFR strike rate equal to 5.74 %.
We account for the unconsolidated joint venture for 10 medical office and life science properties in which we own a 20 % equity interest, or the LSMD JV, and the unconsolidated joint venture for a life science property located in Boston, Massachusetts in which we own a 10 % equity interest, or the Seaport JV, using the equity method of accounting under the fair value option. We recognized changes in the fair value of our investments in our unconsolidated joint ventures of $ 1,869 and $ 1,707 during the three months ended September 30, 2025 and 2024, respectively, and $ 5,661 and $( 18,173 ) during the nine months ended September 30, 2025 and 2024, respectively. These amounts are included in equity in net earnings (losses) of investees in our condensed consolidated statements of comprehensive income (loss). On August 21, 2025, the Seaport JV paid an aggregate cash distribution of $ 280,000 to its investors in connection with the refinancing of its prior mortgage loan in August 2025. Our pro rata share of this cash distribution was $ 28,000 and our basis in the equity method investment in the Seaport JV was reduced by such amount. See Note 6 for further information regarding the valuation of our investment in these joint ventures.
Equity Method Investment in AlerisLife:
As of September 30, 2025, we owned approximately 34.0 % of the outstanding common shares of AlerisLife Inc., or AlerisLife. We do not control the activities that are most significant to AlerisLife and, as a result, we account for our non-controlling interest in AlerisLife using the equity method of accounting.
As of September 30, 2025, our investment in AlerisLife had a carrying value of $ 8,240 . The cost basis of our investment in AlerisLife exceeded our proportionate share of AlerisLife's total stockholders' equity book value on the date of acquisition of our initial interest in AlerisLife, which was February 16, 2024, by an aggregate of $ 29,500 . As required under GAAP, we are amortizing this difference to equity in earnings of an investee over 21 years, the weighted average remaining useful life of the real estate assets owned by AlerisLife and the intangible contract asset with us as of the date of acquisition. We recorded amortization of the basis difference of $ 351 and $ 351 for the three months ended September 30, 2025 and 2024, respectively, and $ 1,053 and $ 877 for the nine months ended September 30, 2025 and 2024, respectively. We recognized income of $ 2,863 and $( 1,531 ) related to our investment in AlerisLife for the three months ended September 30, 2025 and 2024, respectively, and $ 2,938 and $ 7,414 for the nine months ended September 30, 2025 and 2024, respectively. These amounts are included in equity
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NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)
(dollar amounts in thousands, except per share data or as otherwise stated)
in net earnings (losses) of investees in our condensed consolidated statements of comprehensive income (loss). 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 and our basis in the equity method investment in AlerisLife was reduced by such amount. 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 and our basis in the equity method investment in AlerisLife was reduced by such amount. See Note 11 for further information regarding our investment in AlerisLife.
Other:
In September 2022, certain of our managed senior living communities located in Florida experienced hurricane related damage. We carry comprehensive property, casualty, flood and business interruption insurances which covered our losses at these senior living communities, subject to a deductible. During the nine months ended September 30, 2025, we recognized a gain on insurance recoveries of $ 7,522 as a result of insurance proceeds received for these damaged senior living communities and the closing of the associated claim.
Note 4. Leases
We are a lessor of medical office and life science properties, senior living communities and other healthcare related properties. Our leases provide our tenants with the contractual right to use and economically benefit from all of the premises demised under the leases; therefore, we have determined to evaluate our leases as lease arrangements.
Our leases provide for base rent payments and, in addition, may include variable payments. Rental income from operating leases, including any payments derived by index or market based indices, is recognized on a straight line basis over the lease term when we have determined that the collectability of substantially all of the lease payments is probable. Some of our leases have options to extend or terminate the lease exercisable at the option of our tenants, which are considered when determining the lease term.
We increased rental income to record revenue on a straight line basis by $ 450 and $ 658 for the three months ended September 30, 2025 and 2024, respectively, and $ 759 and $ 1,605 for the nine months ended September 30, 2025 and 2024, respectively. Rents receivable, excluding receivables related to our properties classified as held for sale, if any, include $ 62,056 and $ 69,814 of straight line rent receivables at September 30, 2025 and December 31, 2024, respectively, and are included in other assets, net in our condensed consolidated balance sheets.
We do not include in our measurement of our lease receivables certain variable payments, including changes in the index or market based indices after the inception of the lease, certain tenant reimbursements and other income until the specific events that trigger the variable payments have occurred. Such payments totaled $ 10,098 and $ 11,126 for the three months ended September 30, 2025 and 2024, respectively, of which tenant reimbursements totaled $ 10,064 and $ 11,083 , respectively, and $ 30,748 and $ 34,111 for the nine months ended September 30, 2025 and 2024, respectively, of which tenant reimbursements totaled $ 30,255 and $ 33,953 , respectively.
Right of Use Asset and Lease Liability: For leases where we are the lessee, we recognize a right of use asset and a lease liability equal to the present value of the minimum lease payments, with rental payments being applied to the lease liability and the right of use asset being amortized over the term of the lease. The values of the right of use assets and related liabilities representing our future obligation under the respective lease arrangements for which we are the lessee were $ 17,423 and $ 17,810 , respectively, as of September 30, 2025, and $ 20,025 and $ 20,411 , respectively, as of December 31, 2024. The right of use assets and related lease liabilities are included within other assets, net and other liabilities , respectively, within our condensed consolidated balance sheets. In addition, we lease equipment at certain of our managed senior living communities. These leases are short term in nature, are cancelable with no fee or do not result in an annual expense in excess of our capitalization policy and, as a result, are not recorded on our condensed consolidated balance sheets.
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NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)
(dollar amounts in thousands, except per share data or as otherwise stated)
Note 5. Indebtedness
At September 30, 2025 and December 31, 2024, our outstanding indebtedness consisted of the following:
Senior Unsecured Notes:
Principal Balance as of
Coupon Rate Maturity September 30, 2025 December 31, 2024
Senior unsecured notes 9.750 % June 2025 $ — $ 380,000
Senior unsecured notes 4.750 % February 2028 500,000 500,000
Senior unsecured notes (1)
4.375 % March 2031 500,000 500,000
Senior unsecured notes 5.625 % August 2042 350,000 350,000
Senior unsecured notes 6.250 % February 2046 250,000 250,000
Total 1,600,000 1,980,000
Unamortized discount ( 2,006 ) ( 2,639 )
Unamortized debt issuance costs ( 17,967 ) ( 20,042 )
Senior unsecured notes, net $ 1,580,027 $ 1,957,319
(1) These notes are 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.
Secured and Other Debt:
Number of
Properties Securing at
Principal Balance as of (1)
Net Book Value of Collateral as of
September 30, 2025 December 31, 2024 September 30, 2025 December 31, 2024 Interest
Rate Maturity September 30, 2025 December 31, 2024
Secured revolving credit facility
14 — $ — $ — 6.84 % June 2029 $ 327,475 $ —
Senior secured notes (2)(3)
58 95 334,370 940,534 0.00 % January 2026 617,410 1,064,171
Senior secured notes (4)
36 — 375,000 — 7.25 % October 2030 406,715 —
Floating rate mortgage loan (5)
14 — 140,000 — 6.63 % March 2028 144,694 —
Mortgage note 4 — 63,757 — 6.57 % June 2030 136,169 —
Mortgage note 8 8 120,000 120,000 6.86 % June 2034 184,383 191,186
Mortgage notes (6)
7 — 108,873 — 6.22 % May 2035 149,689 —
Mortgage notes (7)
2 — 30,284 — 6.36 % June 2035 35,192 —
Mortgage note 1 1 6,261 7,464 6.44 % July 2043 13,009 13,097
Finance Leases 2 2 1,056 2,338 7.70 % April 2026 20,546 21,606
Total 146 106 1,179,601 1,070,336 $ 2,035,282 $ 1,290,060
Unamortized discount ( 10,398 ) ( 101,035 )
Unamortized debt issuance costs (8)
( 25,865 ) ( 15,716 )
Total secured and other debt, net $ 1,143,338 $ 953,585
(1) The principal balances are the amounts stated in the contracts. In accordance with GAAP, our carrying values and recorded interest expense may be different because of market conditions at the time we assumed certain of these debts.
(2) These notes are fully and unconditionally guaranteed, on a joint, several and senior secured basis by certain of our subsidiaries that own 58 properties, or the 2026 Collateral Guarantors, and on a joint, several and unsecured basis, by all of our subsidiaries other
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NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)
(dollar amounts in thousands, except per share data or as otherwise stated)
than the 2026 Collateral Guarantors and certain excluded subsidiaries. These notes and the guarantees provided by the 2026 Collateral Guarantors are secured by a first priority lien on and security interest in each of the collateral properties and 100 % of the equity interests in each of the 2026 Collateral Guarantors. The unsecured guarantees related to these notes are effectively subordinated to all of the subsidiary guarantors' secured indebtedness to the extent of the value of the applicable collateral, and the notes and related guarantees are structurally subordinated to all indebtedness and other liabilities and any preferred equity of any of our subsidiaries that do not guarantee the notes.
(3) 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.
(4) These notes are fully and unconditionally guaranteed, on a joint, several and senior secured basis by certain of our subsidiaries that own 36 properties, or the 2030 Collateral Guarantors, and on a joint, several and unsecured basis, by all of our subsidiaries other than the 2030 Collateral Guarantors and certain excluded subsidiaries. These notes and the guarantees provided by the 2030 Collateral Guarantors are secured by a first priority lien on and security interest in 100 % of the equity interests in each of the 2030 Collateral Guarantors. The unsecured guarantees related to these notes are effectively subordinated to all of the subsidiary guarantors' secured indebtedness to the extent of the value of the applicable collateral, and the notes and related guarantees are structurally subordinated to all indebtedness and other liabilities and any preferred equity of any of our subsidiaries that do not guarantee the notes.
(5) This mortgage loan 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.
(6) These mortgage loans require interest-only payments through May 2030.
(7) These mortgage loans require interest-only payments through June 2028.
(8) Excludes unamortized debt issuance costs for our revolving credit facility as these costs are included in other assets, net in our condensed consolidated balance sheets.
As of September 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 the notes and related guarantees 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 as of September 30, 2025.
No cash interest is due 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, such that the accreted value will equal the principal amount at maturity. We recognized discount accretion of $ 16,313 and $ 22,034 for the three months ended September 30, 2025 and 2024, respectively, and $ 54,742 and $ 64,133 for the nine months ended September 30, 2025 and 2024, respectively, for our senior secured notes due 2026 in interest expense in our condensed consolidated statements of comprehensive income (loss). As of November 3, 2025, we are under agreements or letters of intent to sell 12 additional properties that secure our senior secured notes due 2026 for an expected aggregate sales price of $ 90,529 , 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.
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NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)
(dollar amounts in thousands, except per share data or as otherwise stated)
The table below represents our indebtedness repayments, excluding scheduled payments on amortizing debt, for the nine months ended September 30, 2025:
Date Debt Instrument Secured Property Count Interest Rate Original Maturity Date Outstanding Principal Balance Repayment Amount Remaining Principal Balance Loss on Modification or Early Extinguishment of Debt
Repayments during the nine months ended September 30, 2025:
March 2025 (1)
Senior secured notes 73 0.00 % January 2026 $ 940,534 $ 299,158 $ 641,376 $ 29,071
April 2025 Senior unsecured notes — 9.75 % June 2025 $ 380,000 140,000 $ 240,000 82
May 2025 Senior unsecured notes — 9.75 % June 2025 $ 240,000 140,000 $ 100,000 44
June 2025 Senior unsecured notes — 9.75 % June 2025 $ 100,000 100,000 $ — —
September 2025 (2)
Senior secured notes 58 0.00 % January 2026 $ 641,376 307,006 $ 334,370 11,191
Total $ 986,164 $ 40,388
(1) During the nine months ended September 30, 2025, we sold 22 properties that secured our senior secured notes due 2026. We used aggregate net proceeds of $ 299,158 from the sales of these properties to partially redeem these senior secured notes.
(2) In September 2025, we redeemed a portion of our senior secured notes due 2026 for a redemption price equal to the principal amount of $ 307,006 . As a result of this partial redemption, 15 of the properties that secured these senior secured notes were released. There are now first priority liens on and security interests in 100 % of the equity interests in the subsidiaries owning these 15 properties that secure our 7.25 % senior secured notes due 2030.
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.
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 the 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.
In June 2025, we obtained a $ 150,000 revolving credit facility secured by 14 senior living communities in our SHOP segment. 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 the agreement governing our revolving credit facility, or 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.
In September 2025, we issued $ 375,000 in aggregate principal amount of our 7.25 % senior secured notes due 2030 in a private offering raising net proceeds of $ 364,726 , after deducting discounts and commissions to the initial purchasers and other estimated fees and expenses. These notes require semi-annual interest payments through maturity. We used the net proceeds from the offering to partially redeem $ 307,006 of our then outstanding $ 641,376 senior secured notes due 2026. As a result of
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NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)
(dollar amounts in thousands, except per share data or as otherwise stated)
this partial redemption, we recorded a loss on modification or early extinguishment of debt of $ 11,191 for the three months ended September 30, 2025.
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 September 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 September 30, 2025, the annual interest rate payable on borrowings under our revolving credit facility was 6.84 %. As of September 30, 2025 and November 3, 2025, we had no borrowings under our revolving credit facility and $ 150,000 available for borrowings.
Interest on our senior unsecured notes and our 7.25 % senior secured notes due 2030 is payable either semiannually or quarterly in arrears; however, no principal repayments are due until maturity. No interest is payable on our senior secured notes due 2026, with any principal amount outstanding due at maturity. Our mortgage loan maturing in June 2034 requires monthly interest payments and no principal payment is due until maturity, while our mortgage loans maturing in March 2028, May 2035 and June 2035 require monthly interest payments and no principal payment is due for a specified amount of time. Our mortgage loans maturing in June 2030 and July 2043 require monthly principal and interest payments. Payments under our finance leases are due monthly. We include amortization of finance lease assets in depreciation and amortization expense.
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. Borrowings under our revolving credit facility are subject to satisfying certain financial covenants and other credit facility conditions. We believe we were in compliance with the terms and conditions of our debt agreements as of September 30, 2025.
Note 6. Fair Value of Assets and Liabilities
The following table presents certain of our assets that are measured at fair value at September 30, 2025 and December 31, 2024, categorized by the level of inputs as defined in the fair value hierarchy under GAAP, used in the valuation of each asset.
As of September 30, 2025 As of December 31, 2024
Description Carrying Value Carrying Value
Recurring Fair Value Measurements Assets:
Investment in unconsolidated joint venture (Level 3) (1)
$ 67,060 $ 81,949
Investment in unconsolidated joint venture (Level 3) (2)
$ 45,709 $ 44,910
Interest rate cap (Level 2) (3)
$ 1 $ —
Non-Recurring Fair Value Measurements Assets:
Real estate properties held for sale (Level 2) (4)
$ 129,922 $ —
(1) The 10 % equity interest we own in the Seaport JV is included in investments in unconsolidated joint ventures in our condensed consolidated balance sheet, and is reported at fair value, which is based on significant unobservable inputs (Level 3 inputs). The significant unobservable inputs used in the fair value analysis are a discount rate of 7.00 %, an exit capitalization rate of 6.00 %, a holding period of 10 years and market rents. The assumptions made in the fair value analysis are based on the location, type and nature of the property, and current and anticipated market conditions. See Note 3 for further information regarding this joint venture.
(2) The 20 % equity interest we own in the LSMD JV is included in investments in unconsolidated joint ventures in our condensed consolidated balance sheet, and is reported at fair value, which is based on significant unobservable inputs (Level 3 inputs). The significant unobservable inputs used in the fair value analysis are discount rates of between 6.25 % and 8.75 %, exit capitalization rates of between 5.25 % and 8.00 %, holding periods of 10 years and market rents. The assumptions we made in the fair value analysis are based on the location, type and nature of each property, and current and anticipated market conditions. See Note 3 for further information regarding this joint venture.
(3) The fair value of our interest rate cap derivative is based on prevailing market prices in secondary markets for similar derivative contracts as of the measurement date.
(4) We have assets in our condensed consolidated balance sheets that are measured at fair value on a non-recurring basis. During the three months ended September 30, 2025, we recorded impairment charges of $ 57,331 to reduce the carrying value of 12 medical office properties classified as held for sale to their estimated sales price, less estimated costs to sell, of $ 82,288 under agreements to sell that we have entered into with third parties. During the three months ended September 30, 2025, we also recorded impairment
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NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)
(dollar amounts in thousands, except per share data or as otherwise stated)
charges of $ 35,912 to reduce the carrying value of 24 senior living communities classified as held for sale to their estimated sales price, less estimated costs to sell, of $ 47,634 under agreements or letters of intent to sell that we have entered into with third parties. See Note 3 for further information about impairment charges and the properties we have classified as held for sale.
In addition to the assets described in the table above, our financial instruments at September 30, 2025 and December 31, 2024 included cash and cash equivalents, restricted cash, certain other assets, our revolving credit facility, senior unsecured notes, senior secured notes, secured debt and finance leases and certain other unsecured obligations and liabilities. The fair values of these financial instruments approximated their carrying values in our condensed consolidated financial statements as of such dates, except as follows:
As of September 30, 2025 As of December 31, 2024
Description Carrying Value (1)
Estimated Fair Value Carrying Value (1)
Estimated Fair Value
Senior unsecured notes, 9.750 % coupon rate, due 2025
$ — $ — $ 379,392 $ 379,970
Senior secured notes, zero coupon rate, due 2026
322,734 330,692 826,974 885,108
Senior unsecured notes, 4.750 % coupon rate, due 2028
496,972 476,700 496,018 429,170
Senior secured notes, 7.250 % coupon rate, due 2030
364,753 381,113 — —
Senior unsecured notes, 4.375 % coupon rate, due 2031
495,346 441,700 494,702 368,240
Senior unsecured notes, 5.625 % coupon rate, due 2042
343,588 233,800 343,302 218,260
Senior unsecured notes, 6.250 % coupon rate, due 2046
244,121 176,200 243,905 157,700
Secured debt and finance leases 455,851 451,916 126,611 126,001
$ 2,723,365 $ 2,492,121 $ 2,910,904 $ 2,564,449
(1) Includes unamortized net discounts, premiums and debt issuance costs, if any.
We estimated the fair values of our two issuances of senior unsecured notes due 2042 and 2046 based on the closing price on The Nasdaq Stock Market LLC, or Nasdaq, as of September 30, 2025 and December 31, 2024 (Level 1 inputs as defined in the fair value hierarchy under GAAP). We estimated the fair values of our three issuances of senior unsecured notes due 2025, 2028 and 2031 and our two issuances of senior secured notes due 2026 and 2030 using an average of the bid and ask price on Nasdaq on or about September 30, 2025 and December 31, 2024 (Level 2 inputs as defined in the fair value hierarchy under GAAP). We estimated the fair values of our secured debts by using discounted cash flows analyses and currently prevailing market terms as of the measurement date (Level 3 inputs as defined in the fair value hierarchy under GAAP). Because Level 3 inputs are unobservable, our estimated fair values may differ materially from the actual fair values.
Note 7. Shareholders' Equity
Common Share Awards:
On March 20, 2025, in accordance with our Trustee compensation arrangements, we awarded 33,582 of our common shares in connection with the election of one of our Trustees, valued at $ 2.68 per share, the closing price of our common shares on Nasdaq on that day .
On May 29, 2025, in accordance with our Trustee compensation arrangements, we awarded to each of our seven Trustees 29,141 of our common shares, valued at $ 3.26 per share, the closing price of our common shares on Nasdaq on that day.
On September 9, 2025, we awarded to our officers and certain other employees of The RMR Group LLC, or RMR, under our equity compensation plan an aggregate of 950,895 of our common shares, valued at $ 4.28 per share, the closing price of our common shares on Nasdaq on that day.
Common Share Purchases:
During the three and nine months ended September 30, 2025, we purchased an aggregate of 218,290 and 259,233 of our common shares, respectively, valued at a weighted average share price of $ 4.37 and $ 4.10 , respectively, from our officers and certain other current and former officers and employees of RMR and certain current and former employees of AlerisLife in satisfaction of tax withholding and payment obligations in connection with the vesting of prior awards of our common shares. We withheld and purchased these common shares at their fair market values based upon the trading prices of our common shares at the close of trading on Nasdaq on the applicable purchase dates.
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NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)
(dollar amounts in thousands, except per share data or as otherwise stated)
Distributions:
During the nine months ended September 30, 2025, we declared and paid quarterly distributions to common shareholders as follows:
Declaration Date Record Date Payment Date Distribution Per Share Total Distributions
January 16, 2025 January 27, 2025 February 20, 2025 $ 0.01 $ 2,413
April 10, 2025 April 22, 2025 May 15, 2025 0.01 2,413
July 10, 2025 July 21, 2025 August 14, 2025 0.01 2,414
$ 0.03 $ 7,240
On October 9, 2025, we declared a quarterly distribution to common shareholders of record on October 27, 2025 of $ 0.01 per share, or approximately $ 2,421 . We expect to pay this distribution on or about November 13, 2025 using cash on hand.
Note 8. Segment Reporting
Our operating segments are based on our internal reporting structure and property type and are aligned with how our Chief Operating Decision Maker, or the CODM, reviews the operating results to allocate resources and assess segment performance. The CODM is our President and Chief Executive Officer. Our two reportable segments are 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.
The significant expense categories and amounts presented below align with the segment-level information that is regularly provided to our CODM. The CODM reviews operating and financial results, including net income (loss) and its components, to assess performance, allocate resources and guide strategic decisions. For further information regarding the accounting policies of our reportable segments, see Note 2 to our consolidated financial statements included in Part IV, Item 15 of our Annual Report. The tables below present information about our segments.
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NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)
(dollar amounts in thousands, except per share data or as otherwise stated)
For the Three Months Ended September 30, 2025
SHOP
Medical Office and Life Science Portfolio Total
Revenues:
Rental income $ — $ 48,201 $ 48,201
Residents fees and services 333,390 — 333,390
Total segment revenues 333,390 48,201 381,591
Reconciliation of revenue:
Other revenue (1)
7,115
Total revenues 388,706
Less:
Senior living labor and benefits 172,422 — 172,422
Dietary 21,362 — 21,362
Utilities 19,839 3,990 23,829
Real estate taxes 10,944 5,723 16,667
Insurance 9,385 739 10,124
Other operating expenses (2)
69,818 11,074 80,892
Interest expense 6,943 2,290 9,233
Depreciation and amortization 47,113 15,840 62,953
Other segment items (3)
36,130 55,538 91,668
Segment loss ( 60,566 ) ( 46,993 ) ( 107,559 )
Reconciliation of segment loss:
Other income (1)
4,653
General and administrative ( 12,789 )
Acquisition and certain other transaction related costs ( 1,158 )
Gain on sale of properties 1,554
Interest income and other expenses ( 774 )
Interest expense ( 39,653 )
Loss on modification or early extinguishment of debt ( 11,191 )
Income tax expense ( 337 )
Equity in net earnings of an investee 3,214
Net loss $ ( 164,040 )
(1) Revenue and net income from our triple net leased wellness centers and senior living communities that are leased to third party operators, which we do not consider to be sufficiently material to constitute a separate reportable segment.
(2) Other operating expenses for each reportable segment include expenses such as management fees, repairs and maintenance, cleaning and other costs incurred in connection with the operation of our properties.
(3) Other segment items for each reportable segment include impairment of assets, gain (loss) on sale of properties, gain (loss) on modification or early extinguishment of debt, equity in net earnings (losses) of investees, interest income and other expenses and gain on insurance recoveries, as applicable.
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NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)
(dollar amounts in thousands, except per share data or as otherwise stated)
For the Nine Months Ended September 30, 2025
SHOP
Medical Office and Life Science Portfolio Total
Revenues:
Rental income $ — $ 146,020 $ 146,020
Residents fees and services 989,241 — 989,241
Total segment revenues 989,241 146,020 1,135,261
Reconciliation of revenue:
Other revenue (1)
23,021
Total revenues 1,158,282
Less:
Senior living labor and benefits 500,086 — 500,086
Dietary 62,893 — 62,893
Utilities 56,777 10,380 67,157
Real estate taxes 34,988 17,529 52,517
Insurance 27,717 1,962 29,679
Other operating expenses (2)
203,717 36,131 239,848
Interest expense 11,870 6,814 18,684
Depreciation and amortization 143,474 49,336 192,810
Other segment items (3)
49,787 94,881 144,668
Segment loss ( 102,068 ) ( 71,013 ) ( 173,081 )
Reconciliation of segment loss:
Other income (1)
15,803
General and administrative ( 32,966 )
Acquisition and certain other transaction related costs ( 1,257 )
Gain on sale of properties 99,114
Interest income and other expenses 4,307
Interest expense ( 138,959 )
Loss on modification or early extinguishment of debt ( 40,388 )
Income tax expense ( 1,229 )
Equity in net earnings of an investee 3,991
Net loss $ ( 264,665 )
(1) Revenue and net income from our triple net leased wellness centers and senior living communities that are leased to third party operators, which we do not consider to be sufficiently material to constitute a separate reportable segment.
(2) Other operating expenses for each reportable segment include expenses such as management fees, repairs and maintenance, cleaning and other costs incurred in connection with the operation of our properties.
(3) Other segment items for each reportable segment include impairment of assets, gain (loss) on sale of properties, gain (loss) on modification or early extinguishment of debt, equity in net earnings (losses) of investees, interest income and other expenses and gain on insurance recoveries, as applicable.
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NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)
(dollar amounts in thousands, except per share data or as otherwise stated)
For the Three Months Ended September 30, 2024
SHOP Medical Office and Life Science Portfolio Total
Revenues:
Rental income $ — $ 52,901 $ 52,901
Residents fees and services 312,005 — 312,005
Total segment revenues 312,005 52,901 364,906
Reconciliation of revenue:
Other revenue (1)
8,734
Total revenues 373,640
Less:
Senior living labor and benefits 157,756 — 157,756
Dietary 21,786 — 21,786
Utilities 18,917 4,240 23,157
Real estate taxes 8,851 6,767 15,618
Insurance 10,899 1,040 11,939
Other operating expenses (2)
66,363 13,027 79,390
Interest expense 54 2,319 2,373
Depreciation and amortization 47,343 18,773 66,116
Other segment items (3)
— 21,213 21,213
Segment loss ( 19,964 ) ( 14,478 ) ( 34,442 )
Reconciliation of segment loss:
Other income (1)
5,840
General and administrative ( 13,933 )
Acquisition and certain other transaction related costs ( 331 )
Interest income and other expenses 2,575
Interest expense ( 57,070 )
Income tax expense ( 148 )
Equity in net earnings (losses) of an investee ( 1,180 )
Net loss $ ( 98,689 )
(1) Revenue and net income from our triple net leased wellness centers and senior living communities that are leased to third party operators, which we do not consider to be sufficiently material to constitute a separate reportable segment.
(2) Other operating expenses for each reportable segment include expenses such as management fees, repairs and maintenance, cleaning and other costs incurred in connection with the operation of our properties.
(3) Other segment items for each reportable segment include impairment of assets, gain (loss) on sale of properties, gain (loss) on modification or early extinguishment of debt, equity in net earnings (losses) of investees, interest income and other expenses and gain on insurance recoveries, as applicable.
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DIVERSIFIED HEALTHCARE TRUST
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)
(dollar amounts in thousands, except per share data or as otherwise stated)
For the Nine Months Ended September 30, 2024
SHOP Medical Office and Life Science Portfolio Total
Revenues:
Rental income $ — $ 161,605 $ 161,605
Residents fees and services 928,653 — 928,653
Total segment revenues 928,653 161,605 1,090,258
Reconciliation of revenue:
Other revenue (1)
25,550
Total revenues 1,115,808
Less:
Senior living labor and benefits 470,363 — 470,363
Dietary 63,282 — 63,282
Utilities 53,726 10,639 64,365
Real estate taxes 31,983 21,006 52,989
Insurance 33,446 2,820 36,266
Other operating expenses (2)
194,726 38,788 233,514
Interest expense 183 3,435 3,618
Depreciation and amortization 141,176 58,488 199,664
Other segment items (3)
— 78,867 78,867
Segment loss ( 60,232 ) ( 52,438 ) ( 112,670 )
Reconciliation of segment loss:
Other income (1)
17,178
General and administrative ( 27,763 )
Acquisition and certain other transaction related costs ( 2,243 )
Interest income and other expenses 7,215
Interest expense ( 172,103 )
Loss on modification or early extinguishment of debt ( 209 )
Income tax expense ( 505 )
Equity in net earnings of an investee 8,291
Net loss $ ( 282,809 )
(1) Revenue and net income from our triple net leased wellness centers and senior living communities that are leased to third party operators, which we do not consider to be sufficiently material to constitute a separate reportable segment.
(2) Other operating expenses for each reportable segment include expenses such as management fees, repairs and maintenance, cleaning and other costs incurred in connection with the operation of our properties.
(3) Other segment items for each reportable segment include impairment of assets, gain (loss) on sale of properties, gain (loss) on modification or early extinguishment of debt, equity in net earnings (losses) of investees, interest income and other expenses and gain on insurance recoveries, as applicable.
As of September 30, 2025 As of December 31, 2024
Assets (1)
SHOP $ 2,954,224 $ 3,084,101
Medical Office and Life Science Portfolio 1,340,558 1,688,034
All Other 389,192 364,870
Total assets $ 4,683,974 $ 5,137,005
(1) See Note 3 for further information regarding additions to long-lived assets.
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NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)
(dollar amounts in thousands, except per share data or as otherwise stated)
Note 9. Senior Living Community Management Agreements
Our managed senior living communities are operated by third parties pursuant to management agreements. Five Star Senior Living, or Five Star, which is an operating division of AlerisLife, manages many of our SHOP communities. Five Star manages these communities for us pursuant to a master management agreement. AlerisLife guarantees the payment and performance of each of its applicable subsidiary's obligations under the applicable management agreements. We lease our managed senior living communities to our taxable REIT subsidiaries, or TRSs. On September 3, 2025, we announced that we entered into agreements with AlerisLife and seven different third party managers to transition the management of 116 of our senior living communities managed by Five Star to these managers in connection with the sale by AlerisLife of all of its assets and the wind-down of its business. As of September 30, 2025 , management agreements for 21 of our senior living communities had been transitioned from Five Star to new and existing managers. As of November 3, 2025, management agreements for 85 communities had been transitioned to new managers and we expect to complete the management transitions for the remaining senior living communities by December 31, 2025. We may experience temporary disruption, including reductions in our cash flows, as we transition these communities from Five Star.
Our Senior Living Communities Managed by Five Star. Five Star managed 97 and 119 of our senior living communities as of September 30, 2025 and 2024, respectively.
We incurred management fees payable to Five Star of $ 10,877 and $ 10,611 for the three months ended September 30, 2025 and 2024, respectively, and $ 33,251 and $ 31,462 for the nine months ended September 30, 2025 and 2024, respectively. For the three months ended September 30, 2025 and 2024, $ 10,446 and $ 10,060 , respectively, of the total management fees were expensed to property operating expenses in our condensed consolidated statements of comprehensive income (loss) and $ 431 and $ 551 , respectively, were capitalized in our condensed consolidated balance sheets. For the nine months ended September 30, 2025 and 2024, $ 31,721 and $ 30,053 , respectively, of the total management fees were expensed to property operating expenses in our condensed consolidated statements of comprehensive income (loss) and $ 1,530 and $ 1,409 , respectively, were capitalized in our condensed consolidated balance sheets. The amounts capitalized are being depreciated over the estimated useful lives of the related capital assets.
Our Senior Living Communities Managed by Other Third Party Managers. Several other third party managers managed 132 and 111 of our senior living communities as of September 30, 2025 and 2024, respectively.
We incurred management fees payable to these third party managers of $ 6,812 and $ 5,858 for the three months ended September 30, 2025 and 2024, respectively, and $ 19,116 and $ 17,341 for the nine months ended September 30, 2025 and 2024, respectively. Additionally, we incurred incentive management fees payable to certain of these third party managers of $ 351 for the nine months ended September 30, 2025. These amounts are included in property operating expenses in our condensed consolidated statements of comprehensive income (loss).
The following table presents residents fees and services revenue from all of our managed senior living communities disaggregated by the type of contract and payer:
Three Months Ended September 30, Nine Months Ended September 30,
Revenue from contracts with customers: 2025 2024 2025 2024
Basic housing and support services $ 259,126 $ 242,787 $ 768,012 $ 727,558
Medicare and Medicaid programs 26,726 25,619 80,233 73,951
Private pay and other third party payer SNF services 47,538 43,599 140,996 127,144
Total residents fees and services $ 333,390 $ 312,005 $ 989,241 $ 928,653
Note 10. Business and Property Management Agreements with RMR
We have no employees. The personnel and various services we require to operate our business are provided to us by RMR. We have two agreements with RMR to provide management services to us: (1) a business management agreement, which relates to our business generally; and (2) a property management agreement, which relates to the property level operations of many of our properties, including our medical office and life science properties, and major renovation or repositioning activities at our senior living communities that we may request RMR to manage from time to time. See Note 11 for further information regarding our relationship, agreements and transactions with RMR.
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NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)
(dollar amounts in thousands, except per share data or as otherwise stated)
Business Management Agreements with RMR. Pursuant to our business management agreement and in accordance with GAAP, we accrued estimated incentive management fees during the three and nine months ended September 30, 2025 and 2024. The actual amount of incentive management fees incurred for 2025, if any, will be based on our common share total return, as defined in our business management agreement, for the three-year period ending December 31, 2025, and will be payable to RMR in January 2026. We did not incur any incentive management fees for the year ended December 31, 2024.
Expense Reimbursement. We are generally responsible for all our operating expenses, including certain expenses incurred or arranged by RMR on our behalf. We are generally not responsible for payment of RMR's employment, office or administrative expenses incurred to provide management services to us, except for the employment and related expenses of RMR's employees assigned to work exclusively or partly at our properties, our share of the wages, benefits and other related costs of RMR's centralized accounting personnel, our share of RMR's costs for providing our internal audit function or as otherwise agreed. Our property level operating expenses are generally incorporated into the rents charged to our tenants, including certain payroll and related costs incurred by RMR.
For the three and nine months ended September 30, 2025 and 2024, the business management fees, incentive management fees, property management fees and construction supervision fees and expense reimbursements recognized in our condensed consolidated financial statements were as follows:
Three Months Ended September 30, Nine Months Ended September 30,
Financial Statement Line Item 2025 2024 2025 2024
Pursuant to business management agreement:
Business management fees General and administrative expenses (1)
$ 3,967 $ 3,977 $ 11,517 $ 12,321
Incentive management fees General and administrative expenses 5,676 6,934 12,231 6,934
Total $ 9,643 $ 10,911 $ 23,748 $ 19,255
Pursuant to property management agreement (2) :
Property management fees Property operating expenses $ 1,199 $ 1,358 $ 3,643 $ 4,342
Construction supervision fees Building and improvements (3)
341 429 775 1,069
Total $ 1,540 $ 1,787 $ 4,418 $ 5,411
Expense Reimbursement:
Property level expenses Property operating expenses $ 3,085 $ 3,925 $ 10,144 $ 11,202
Other reimbursed expenses General and administrative expenses 50 82 150 246
Total $ 3,135 $ 4,007 $ 10,294 $ 11,448
(1) The net business management fees we recognized reflect a reduction of $ 743 for each of the three months ended September 30, 2025 and 2024 and $ 2,229 for each of the nine months ended September 30, 2025 and 2024, for the amortization of the liability we recorded in connection with our former investment in The RMR Group Inc., or RMR Inc.
(2) The net property management and construction supervision fees we recognized reflect a reduction of $ 199 for each of the three months ended September 30, 2025 and 2024 and $ 597 for each of the nine months ended September 30, 2025 and 2024, for the amortization of the liability we recorded in connection with our former investment in RMR Inc.
(3) Amounts capitalized as building improvements are depreciated over the estimated useful lives of the related capital assets.
In January 2025, in connection with a $ 100,000 credit agreement and related security agreement entered into by RMR and certain of its subsidiaries with Citibank, N.A., or Citibank, and the other lenders party thereto, we consented to the pledge and assignment of RMR’s interest in our management agreements under the security agreement. Pursuant to the consent, we agreed, among other things, that upon notice that an event of default under the RMR credit agreement has occurred and is continuing, we will continue to make all payments under our management agreements in accordance with the instructions of Citibank, and that if there is an event of default by RMR under our management agreements that would allow us to terminate or suspend our obligations, we will not terminate or suspend without notice to Citibank and provide Citibank 30 days to cure the default on RMR’s behalf. The consent was approved by our Independent Trustees.
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NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)
(dollar amounts in thousands, except per share data or as otherwise stated)
Management Agreements between our Joint Ventures and RMR. We have two separate joint venture arrangements with third party institutional investors, the Seaport JV and the LSMD JV. RMR provides management services to both of these joint ventures. Our joint ventures are not our consolidated subsidiaries and, as a result, we are not obligated to pay management fees to RMR under our management agreements with RMR for the services it provides regarding the joint ventures.
Note 11. Related Person Transactions
We have relationships and historical and continuing transactions with RMR, RMR Inc., AlerisLife (including Five Star) and others related to them, including other companies to which RMR or its subsidiaries provide management services and some of which have trustees, directors or officers who are also our Trustees or officers. RMR is a majority owned subsidiary of RMR Inc. The Chair of our Board of Trustees and one of our Managing Trustees, Adam Portnoy, is the sole trustee, an officer and the controlling shareholder of ABP Trust, which is the controlling shareholder of RMR Inc., the chair of the board of directors, a managing director and the president and chief executive officer of RMR Inc., an officer and employee of RMR and the sole director of AlerisLife. Christopher Bilotto, our other Managing Trustee and President and Chief Executive Officer, and Matthew Brown, our Chief Financial Officer and Treasurer, are also officers and employees of RMR. Jennifer Clark, our Secretary and former Managing Trustee, also serves as a managing director and the executive vice president, general counsel and secretary of RMR Inc., an officer and employee of RMR, an officer of ABP Trust and secretary of AlerisLife. Jeffrey Leer, the president and chief executive officer of AlerisLife, is an executive officer of RMR. Some of our Independent Trustees also serve as independent trustees of other public companies to which RMR or its subsidiaries provide management services. Mr. Portnoy serves as the chair of the board and as a managing trustee of these companies. Other officers of RMR, including Ms. Clark and certain of our officers, serve as managing trustees or officers of certain of these companies. In addition, officers of RMR and RMR Inc. serve as our officers and officers of other companies to which RMR or its subsidiaries provide management services. As of September 30, 2025, ABP Trust and Mr. Portnoy owned 9.8 % of our outstanding common shares.
AlerisLife. On February 16, 2024, we exercised our purchase right in connection with ABP Trust's acquisition of AlerisLife in March 2023 and acquired, together with our applicable TRS, approximately 34.0 % of the then outstanding AlerisLife common shares from ABP Trust, for a total purchase price of $ 15,459 , including transaction related costs, and we, our applicable TRS, ABP Trust and AlerisLife entered into a stockholders agreement. Following this acquisition, ABP Trust owns the remaining approximate 66.0 % of AlerisLife.
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 .
See Note 9 for further information regarding our relationships, agreements and transactions with AlerisLife (including Five Star).
Our Joint Ventures. In connection with our entering into the LSMD JV in January 2022, we paid mortgage escrow amounts and closing costs that were payable by that joint venture. The remaining costs totaled $ 4,050 as of September 30, 2025 and are included in other assets, net, in our condensed consolidated balance sheet. RMR provides management services to each of the Seaport JV and the LSMD JV. See Note 10 for further information regarding those management agreements with RMR.
Our Manager, RMR. We have two agreements with RMR to provide management services to us. See Note 10 for further information regarding our management agreements with RMR.
Leases with RMR. We lease office space to RMR in certain of our properties for RMR’s property management offices. We recognized rental income from RMR for this leased office space of $ 102 and $ 97 for the three months ended September 30, 2025 and 2024, respectively, and $ 311 and $ 354 for the nine months ended September 30, 2025 and 2024, respectively.
For further information about these and other such relationships and certain other related person transactions, see our Annual Report.
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NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)
(dollar amounts in thousands, except per share data or as otherwise stated)
Note 12. Derivatives and Hedging Activities
We are exposed to certain risks relating to our ongoing business operations, including the impact of changes in interest rates. The only risk currently managed by us using derivative instruments is our interest rate risk. As required under the applicable loan agreement, we have an interest rate cap agreement to manage our interest rate risk exposure on our $ 140,000 floating rate mortgage loan secured by 14 SHOP communities with interest payable at a rate equal to SOFR plus a premium of 2.50 %. The use of derivative financial instruments carries certain risks, including the risk that the counterparties to these contractual arrangements are not able to perform under the agreements. To mitigate this risk, we only enter into derivative financial instruments with counterparties with high credit ratings and with major financial institutions with which we or our related parties may also have other financial relationships. We do not anticipate that any of the counterparties will fail to meet their obligations.
Our interest rate cap agreement is designated as a cash flow hedge of interest rate risk and is measured on a recurring basis at fair value. See Notes 5 and 6 for further information regarding the debt our interest rate cap is related to and the fair value of our interest rate cap. The following table summarizes the terms of our outstanding interest rate cap agreement as of September 30, 2025:
Balance Sheet Line Item Underlying Instrument Maturity Date Strike Rate Notional Amount Fair Value
Other assets, net Floating rate mortgage loan
3/31/2028 4.50 % $ 140,000 $ 1
Interest rate caps designated as cash flow hedges involve the receipt of variable amounts from a counterparty if interest rates rise above the strike rate on the contract in exchange for an up-front premium. For derivatives designated and qualifying as cash flow hedges of interest rate risk, the gain or loss on the derivative is recorded in cumulative other comprehensive income (loss) and subsequently reclassified into interest expense in the same period during which the hedged transaction affects earnings. Gains and losses on the derivative representing hedge components excluded from the assessment of effectiveness are recognized over the life of the hedge on a systematic and rational basis, as documented at hedge inception in accordance with our accounting policy election. The earnings recognition of excluded components is presented in interest expense. Amounts reported in cumulative other comprehensive income (loss) related to derivatives will be reclassified to interest expense as interest payments are made, if any, on our applicable debt.
The following table summarizes the activity related to our cash flow hedges within cumulative other comprehensive income (loss) for the periods shown:
Three Months Ended September 30, 2025
Nine Months Ended September 30, 2025
Amount of loss recognized on derivative in other comprehensive income (loss) $ ( 17 ) $ ( 46 )
Amount of loss reclassified from cumulative other comprehensive income (loss) into interest expense $ ( 11 ) $ ( 23 )
Total amount of interest expense presented in the condensed consolidated statements of comprehensive income (loss) $ ( 48,886 ) $ ( 157,643 )
Note 13. Income Taxes
We have elected to be taxed as a real estate investment trust, or REIT, under the Internal Revenue Code of 1986, as amended, and, as such, are generally not subject to federal and most state income taxation on our operating income provided we distribute our taxable income to our shareholders and meet certain organization and operating requirements. We do, however, lease our managed senior living communities to our wholly owned TRSs that, unlike most of our subsidiaries, file a separate consolidated federal corporate income tax return and are subject to federal and state income taxes. Our consolidated income tax provision includes the income tax provision related to the operations of our TRSs and certain state income taxes we incur despite our taxation as a REIT. Our current income tax expense (or benefit) fluctuates from period to period based primarily on the timing of our income, including gains on the disposition of properties or losses in a particular quarter. For the three months ended September 30, 2025 and 2024, we recognized income tax expense of $ 337 and $ 148 , respectively, and for the nine months ended September 30, 2025 and 2024, we recognized income tax expense of $ 1,229 and $ 505 , respectively.
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NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)
(dollar amounts in thousands, except per share data or as otherwise stated)
Note 14. Weighted Average Common Share s
We calculate basic earnings per common share using the two class method. We calculate diluted earnings per share using the more dilutive of the two class method or the treasury stock method. Unvested share awards and other potentially dilutive common shares, together with the related impact on earnings, are considered when calculating diluted earnings per share.
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Text extracted from the filing as submitted to EDGAR. Formatting, tables and exhibits are simplified for reading; the original document is authoritative for anything you rely on.