National Healthcare Properties, Inc. 10-K

Item 9A. Controls and Procedures Evaluation of Disclosure Controls and Procedures In accordance with Rules 13a-15(b) and 15d-15(b) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), our disclosure controls and procedures include internal controls and other procedures designed to provide reasonable assurance that information required to be disclosed in this and other reports filed under the Exchange Act is recorded, processed, summarized and reported within the required time periods specified in the SEC’s rules and forms, and that such information is accumulated and communicated to management, including our Chief Executive Officer and Chief Financial Officer, to allow timely decisions regarding required disclosures. It should be noted that no system of controls can provide complete assurance of achieving a company’s objectives and that future events may impact the effectiveness of a system of controls. Our Chief Executive Officer and Chief Financial Officer, carried out an evaluation, together with other members of our management, of the effectiveness of our disclosure controls and procedures (as defined in Rules 13a-15(e) and 15d-15(e) of the Exchange Act) as of the end of the period covered by this Annual Report on Form 10-K. Based on such evaluation, our Chief Executive Officer and Chief Financial Officer have concluded that our disclosure controls and procedures are effective as of December 31, 2022 at a reasonable level of assurance. Management’s Annual Report on Internal Control over Financial Reporting Our management is responsible for establishing and maintaining adequate internal control over financial reporting, as such term is defined in Rules 13a-15(f) or 15d-15(f) promulgated under the Exchange Act. Internal control over financial reporting is a process designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with accounting principles generally accepted in the United States of America. Our internal control over financial reporting includes those policies and procedures that: (i) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of our assets; (ii) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with accounting principles generally accepted in the United States of America, and that our receipts and expenditures are being made only in accordance with authorizations of our management and directors; and (iii) provide reasonable assurance regarding 82 Table of Contents prevention or timely detection of unauthorized acquisition, use, or disposition of our assets that could have a material effect on the financial statements. Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Also, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with policies or procedures may deteriorate. Our management assessed the effectiveness of our internal control over financial reporting as of December 31, 2022. In making that assessment, management used the criteria set forth by the Committee of Sponsoring Organizations of the Treadway Commission (“COSO”) in Internal Control-Integrated Framework (2013). Based on its assessment, our management concluded that, as of December 31, 2022, our internal control over financial reporting was effective based on those criteria. This Annual Report on Form 10-K does not include an attestation report of our independent registered public accounting firm regarding internal control over financial reporting. The effectiveness of our internal control over financial reporting has not been audited by our independent registered public accounting firm because we are a “non-accelerated filer” as defined under SEC rules. Changes in Internal Control Over Financial Reporting During the three months ended December 31, 2022, there were no changes in our internal control over financial reporting (as defined in Rules 13a-15(f) and 15d-15(f) of the Exchange Act) that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting. Item 9B. Other Information. None. Item 9C. Disclosure Regarding Foreign Jurisdictions That Prevent Inspections Not Applicable. PART III Item 10. Directors, Executive Officers and Corporate Governance. We have adopted a Code of Business Conduct and Ethics that applies to all of our executive officers and directors, including but not limited to, our principal executive officer and principal financial officer. A copy of our code of ethics may be obtained, free of charge, by sending a written request to our executive office: 650 Fifth Avenue - 30 th Floor, New York, NY 10019, Attention: Chief Financial Officer. Our Code of Business Conduct and Ethics is also publicly available on our website at www.healthcaretrustinc.com. If we make any substantive amendments to the code of ethics or grant any waiver, including any implicit waiver, from a provision of the Code of Business Conduct and Ethics to our chief executive officer, chief financial officer, chief accounting officer or controller or persons performing similar functions, we will disclose the nature of the amendment or waiver on that website or in a report on Form 8-K. The information required by this Item will be set forth in our definitive proxy statement with respect to our 2023 annual meeting of stockholders to be filed not later than 120 days after the end of the 2022 fiscal year, and is incorporated herein by reference. Item 11. Executive Compensation. The information required by this Item will be set forth in our definitive proxy statement with respect to our 2023 annual meeting of stockholders to be filed not later than 120 days after the end of the 2022 fiscal year, and is incorporated herein by reference. 83 Item 12. Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters. Securities Authorized for Issuance Under Equity Compensation Plans Restricted Share Plan We have an employee and director incentive restricted share plan (as amended from time to time, the “RSP”), which provides us with the ability to grant awards of restricted shares to our directors, officers and employees (if we ever have employees), and, among other eligible persons, employees of the Advisor and its affiliates who provide services to us. For additional information, see Note 11 — Equity-Based Compensation to our consolidated financial statements included in this Annual Report on Form 10-K. The following table sets forth information regarding securities authorized for issuance under the RSP as of December 31, 2022: Plan Category Number of Securities to be Issued Upon Exercise of Outstanding Options, Warrants and Rights Weighted-Average Exercise Price of Outstanding Options, Warrants and Rights Number of Securities Remaining Available For Future Issuance Under Equity Compensation Plans (Excluding Securities Reflected in Column (a) ) (a) (b) (c) Equity Compensation Plans approved by security holders — — 3,419,100 (1) Equity Compensation Plans not approved by security holders — — — Total — — 3,419,100 (1) ________ (1) The total number of shares of common stock that may be subject to awards granted under the RSP may not exceed 5.0% of our outstanding shares of common stock on a fully diluted basis at any time and in any event will not exceed 3,861,194 shares (as such number may be further adjusted for stock splits, stock dividends, combinations and similar events). As of December 31, 2022, we had 105,080,531 shares of common stock issued and outstanding and 442,094 shares of common stock that were subject to awards granted under the RSP. For additional information on the RSP, please see Note 11 — Equity-Based Compensation to our consolidated financial statements included in this Annual Report on Form 10-K . The other information required by this Item will be set forth in our definitive proxy statement with respect to our 2023 annual meeting of stockholders to be filed not later than 120 days after the end of the 2022 fiscal year, and is incorporated herein by reference. Item 13. Certain Relationships and Related Transactions, and Director Independence. The information required by this Item will be set forth in our definitive proxy statement with respect to our 2023 annual meeting of stockholders to be filed not later than 120 days after the end of the 2022 fiscal year, and is incorporated herein by reference. Item 14. Principal Accountant Fees and Services. The information required by this Item will be set forth in our definitive proxy statement with respect to our 2023 annual meeting of stockholders to be filed not later than 120 days after the end of the 2022 fiscal year, and is incorporated herein by reference. PART IV Item 15. Exhibit and Financial Statement Schedules. (a) Financial Statements and Financial Statement Schedules 1. Financial Statements: See the Index to Consolidated Financial Statements at page F-1 of this Annual Report on Form 10-K. 2. Financial Statement Schedules: The following financial statement schedule is included herein at page F-42 of this Annual Report on Form 10-K: Schedule III — Real Estate and Accumulated Depreciation (b) Exhibits See Exhibit Index below. Table of Contents EXHIBIT INDEX The following exhibits are included, or incorporated by reference, in this Annual Report on Form 10-K for the year ended December 31, 2022 (and are numbered in accordance with Item 601 of Regulation S-K): Exhibit No. Description 3.1 (1) Articles of Amendment and Restatement for Healthcare Trust, Inc. 3.2 (2) Articles Supplementary of Healthcare Trust, Inc. relating to election to be subject to Section 3-803 of the Maryland General Corporation Law, dated November 9, 2017 3.3 (3) Articles Supplementary relating to the designation of shares of 7.375% Series A Cumulative Redeemable Perpetual Preferred Stock, dated December 6, 2019 3.4 (6) Articles Supplementary designating additional shares of 7.375% Series A Cumulative Redeemable Perpetual Preferred Stock, dated September 15, 2020 3.5 (28) Articles Supplementary relating to the designation of shares of 7.125% Series B Cumulative Redeemable Perpetual Preferred Stock, dated October 4, 2021 3 .6 (30) Articles Supplementary designating additional shares of 7.375% Series A Cumulative Redeemable Perpetual Preferred Stock, dated May 10, 2021 3.7 (4) Amended and Restated Bylaws of Healthcare Trust, Inc. 3.8 (5) Amendment to Amended and Restated Bylaws of Healthcare Trust, Inc. 3.9 (29) Second Amendment to Amended and Restated Bylaws of Healthcare Trust, Inc. 4.1 (7) Agreement of Limited Partnership of Healthcare Trust Operating Partnership, L.P. (f/k/a American Realty Capital Healthcare Trust II Operating Partnership, L.P.), dated as of February 14, 2013 4.2 (8) First Amendment, dated December 31, 2013, to the Agreement of Limited Partnership of American Realty Capital Healthcare Trust II, L.P., dated February 14, 2013 4.3 (1) Second Amendment, dated April 15, 2015, to the Agreement of Limited Partnership of American Realty Capital Healthcare Trust II, L.P., dated as of February 14, 2013 4.4 (10) Third Amendment, dated December 6, 2019, to the Agreement of Limited Partnership of Healthcare Trust Operating Partnership, L.P., dated February 14, 2013 4.5 (6) Fourth Amendment, dated September 15, 2020, to the Agreement of Limited Partnership of Healthcare Trust Operating Partnership, L.P., dated February 14, 2013 4.6 (30) Fifth Amendment, dated May 7, 2021, to the Agreement of Limited Partnership of Healthcare Trust Operating Partnership, L.P., dated February 14, 2013 4.7 (28) Sixth Amendment, dated October 4, 2021, to the Agreement of Limited Partnership of Healthcare Trust Operating Partnership, L.P., dated February 14, 2013 4.8 (5) Rights Agreement, dated May 18, 2020, between Healthcare Trust, Inc.,and Computershare Trust Company, N.A., as Rights Agent 4.9 * Description of Registrant’s Securities Registered Pursuant to Section 12 of the Securities Exchange Act of 1934 10.1 (9) Second Amended and Restated Advisory Agreement, dated as of February 17, 2017, by and among the Company, Healthcare Trust Operating Partnership, L.P. and Healthcare Trust Advisors, LLC 10.2 (11) Amendment No. 1, dated as of July 25, 2019, to the Second Amended and Restated Advisory Agreement, by and among Healthcare Trust, Inc., Healthcare Trust Operating Partnership, L.P. and Healthcare Trust Advisors, LLC 10.3 (9) Amended and Restated Property Management and Leasing Agreement, dated as of February 17, 2017, by and among the Company, Healthcare Trust Operating Partnership, L.P. and Healthcare Trust Properties, LLC 10.4 (12) First Amendment, dated as of April 9, 2018, to Amended and Restated Property Management and Leasing Agreement, by and among Healthcare Trust, Inc., Healthcare Trust Operating Partnership, L.P., and Healthcare Trust Properties, LLC 10.5 (32) Second Amendment, dated as of November 11, 2021, to Amended and Restated Property Management and Leasing Agreement, by and among Healthcare Trust, Inc., Healthcare Trust Operating Partnership, L.P., and Healthcare Trust Properties, LLC 10.6 (13) Indemnification Agreement, dated as of December 31, 2014, with Directors, Officers, Advisor and Dealer Manager 10.7 (13) Indemnification Agreement, dated April 14, 2015, with Mr. Randolph C. Read 10.8 (14) Form of Restricted Stock Award Agreement Pursuant to the Employee and Director Incentive Restricted Share Plan of Healthcare Trust, Inc. 10.9 (15) Master Credit Facility Agreement, dated as of October 31, 2016, by and among the borrowers party thereto and KeyBank National Association 85 Table of Contents Exhibit No. Description 10.10 (4) First Amendment to Master Credit Facility, dated April 26, 2017, by among the borrowers party thereto and KeyBank National Association 10.11 (4) Reaffirmation, Joinder and Second Amendment to Master Credit Facility, dated October 26, 2017, by among the borrowers party thereto and KeyBank National Association 10.12 (15) Master Credit Facility Agreement, dated as of October 31, 2016, by and among the borrowers party thereto and Capital One Multifamily Finance, LLC 10.13 (4) Reaffirmation, Joinder and First Amendment to Master Credit Facility, dated March 30, 2017, by among the borrowers party thereto and Capital One Multifamily Finance, LLC 10.14 (4) Second Amendment to Master Credit Facility, dated October 26, 2017, by among the borrowers party thereto and Capital One Multifamily Finance, LLC 10.15 (4) Third Amendment to Master Credit Facility, dated March 2, 2018, by among the borrowers party thereto and Capital One Multifamily Finance, LLC 10.16 (16) Amended and Restated Loan Agreement, dated as of December 20, 2019, by and among the borrower entities party thereto, Capital One, National Association and the other lenders party thereto 10.17 (16) Amended and Restated Guaranty of Recourse Obligations, dated as of December 20, 2019, by Healthcare Trust Operating Partnership, L.P. in favor of Capital One, National Association 10.18 (16) Amended and Restated Hazardous Materials Indemnity Agreement, dated as of December 20, 2019, by Healthcare Trust Operating Partnership, L.P. and the borrower entities party thereto, for the benefit of Capital One, National Association 10.19 (2) Amended and Restated Employee and Director Incentive Restricted Share Plan of Healthcare Trust, Inc., effective as of August 31, 2017 10.20 (2) Form of Restricted Stock Award Agreement Pursuant to the Amended and Restated Employee and Director Incentive Restricted Share Plan of Healthcare Trust, Inc. 10.21 (17) Loan Agreement, dated as of December 28, 2017, among the borrower entities party thereto and Capital One, National Association 10.22 (17) Guaranty of Recourse Obligation, dated as of December 28, 2017, by Healthcare Trust Operating Partnership, L.P. in favor of Capital One, National Association 10.23 (17) Hazardous Materials Indemnity Agreement, dated as of December 28, 2017, by Healthcare Trust Operating Partnership, L.P. and the borrower entities party thereto, for the benefit of Capital One, National Association 10.24 (12) Loan Agreement, dated as of April 10, 2018, by and among the borrowers party thereto, and KeyBank National Association, as lender 10.25 (12) Promissory Note A -1, dated as of April 10, 2018, by the borrowers party thereto in favor of KeyBank National Association, as lender 10.26 (12) Promissory Note A-2, dated as of April 10, 2018, by the borrowers party thereto in favor of KeyBank National Association, as lender 10.27 (12) Guarantee Agreement, dated as of April 10, 2018, by Healthcare Trust Operating Partnership, L.P. in favor of KeyBank National Association, as lender 10.28 (12) Environmental Indemnity Agreement, dated as of April 10, 2018, by the borrowers party thereto and Healthcare Trust Operating Partnership, L.P. in favor of KeyBank National Association, as indemnitee 10.29 (18) Form of Indemnification Agreement 10.30 (19) Amended and Restated Senior Secured Revolving Credit Agreement dated as of March 13, 2019 by and among Healthcare Trust Operating Partnership, L.P., KeyBank National Association and the other lender parties thereto 10.31 (20) First Amendment to Amended and Restated Senior Secured Revolving Credit Agreement entered into as of March 13, 2019 by and among Healthcare Trust Operating Partnership, L.P., KeyBank National Association and the other lender parties thereto 10.32 (21) Second Amendment to First Amended and Restated Senior Secured Credit Agreement, entered into as of August 10, 2020, among Healthcare Trust Operating Partnership, L.P., Healthcare Trust, Inc., the other guarantor parties thereto, Keybank National Association and the other lenders party thereto 10.33 (32) Third Amendment to First Amended and Restated Senior Secured Credit Agreement, entered into as of November 12, 2021, among Healthcare Trust Operating Partnership, L.P., Healthcare Trust, Inc., the other guarantor parties thereto, Keybank National Association and the other lenders party thereto 1 0.34 (31) Fourth Amendment to First Amended and Restated Senior Credit Agreement, entered into as of August 11, 2022, among Healthcare Trust Operating Partnership, L.P., Healthcare Trust, Inc., the other guarantor parties thereto, Keybank National Association and the other lenders party thereto 21.1 * List of Subsidiaries of Healthcare Trust, Inc. 86 Table of Contents Exhibit No. Description 23.1 * Consent of PricewaterhouseCoopers LLP 31.1 * Certification of the Principal Executive Officer of the Company pursuant to Securities Exchange Act Rule 13a-14(a) or 15d-14(a), as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 31.2 * Certification of the Principal Financial Officer of the Company pursuant to Securities Exchange Act Rule 13a-14(a) or 15d-14(a), as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 32 * Written statements of the Principal Executive Officer and Principal Financial Officer of the Company pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 99.1 (22) Second Amended and Restated Share Repurchase Program of Healthcare Trust, Inc. 99.2 (23) Amendment to Second Amended and Restated Share Repurchase Program of Healthcare Trust, Inc. 99.3 (24) Second Amendment to Second Amended and Restated Share Repurchase Program 99.4 (25) Third Amendment to Second Amended and Restated Share Repurchase Program 99.5 (26) Fourth Amendment to Second Amended and Restated Share Repurchase Program 99.6 (27) Fifth Amendment to Second Amended and Restated Share Repurchase Program 101.INS * XBRL Instance Document - the instance document does not appear in the Interactive Data File because its XBRL tags are embedded within the Inline XBRL document. 101.SCH * XBRL Taxonomy Extension Schema Document 101.CAL * XBRL Taxonomy Extension Calculation Linkbase Document 101.DEF * XBRL Taxonomy Extension Definition Linkbase Document 101.LAB * XBRL Taxonomy Extension Label Linkbase Document 101.PRE * XBRL Taxonomy Extension Presentation Linkbase Document 104 * Cover Page Interactive Data File - the cover page interactive data file does not appear in the Interactive Data File because its XBRL tags are embedded within the Inline XBRL document ________ 87 Table of Contents * Filed herewith (1) Filed as an exhibit to the Company’s Current Report on Form 8-K filed with the Securities and Exchange Commission on October 6, 2016. (2) Filed as an exhibit to the Company’s Quarterly Report on Form 10-Q for the quarter ended September 30, 2017 filed with the Securities and Exchange Commission on November 14, 2017. (3) Filed as an exhibit to the Company’s Registration Statement on Form 8-A filed with the Securities and Exchange Commission on December 6, 2019. (4) Filed as an exhibit to the Company’s Annual Report on Form 10-K for the year ended December 31, 2017 filed with the Securities and Exchange Commission on March 20, 2018. (5) Filed as an exhibit to the Company’s Current Report on Form 8-K filed with the Securities and Exchange Commission on May 19, 2020. (6) Filed as an exhibit to the Company’s Current Report on Form 8-K filed with the Securities and Exchange Commission on September 15, 2020. (7) Filed as an exhibit to the Company’s Quarterly Report on Form 10-Q for the quarter ended March 31, 2013 filed with the Securities and Exchange Commission on May 14, 2013. (8) Filed as an exhibit to the Company’s Quarterly Report on Form 10-K for the fiscal year ended December 31, 2013 filed with the Securities and Exchange Commission on March 7, 2014. (9) Filed as an exhibit to the Company’s Current Report on Form 8-K filed with the Securities and Exchange Commission on February 17, 2017. (10) Filed as an exhibit to the Company’s Current Report on Form 8-K filed with the Securities and Exchange Commission on December 6, 2019. (11) Filed as an exhibit to the Company’s Current Report on Form 8-K filed with the Securities and Exchange Commission on July 25, 2019. (12) Filed as an exhibit to the Company’s Current Report on Form 8-K filed with the Securities and Exchange Commission on April 16, 2018. (13) Filed as an exhibit to the Company’s Annual Report on Form 10-K for the year ended December 31, 2014 filed with the Securities and Exchange Commission on April 15, 2015. (14) Filed as an exhibit to the Company’s Quarterly Report on Form 10-Q for the quarter ended June 30, 2016 filed with the Securities and Exchange Commission on August 15, 2016. (15) Filed as an exhibit to the Company’s Quarterly Report on Form 10-Q for the quarter ended September 30, 2016 filed with the Securities and Exchange Commission on November 10, 2016. (16) Filed as an exhibit to the Company’s Current Report on Form 8-K filed with the Securities and Exchange Commission on December 27, 2019. (17) Filed as an exhibit to the Company’s Current Report on Form 8-K filed with the Securities and Exchange Commission on January 4, 2018. (18) Filed as an exhibit to the Company’s Quarterly Report on Form 10-Q for the quarter ended May 31, 2018 filed with the Securities and Exchange Commission on August 3, 2018. (19) Filed as an exhibit to the Company’s Annual Report on Form 10-K for the year ended December 31, 2018 filed with the Securities and Exchange Commission on March 14, 2019. (20) Filed as an exhibit to the Company’s Annual Report on Form 10-K for the year ended December 31, 2019 filed with the Securities and Exchange Commission on March 24, 2020. (21) Filed as an exhibit to the Company’s Current Report on Form 8-K filed with the Securities and Exchange Commission on August 13, 2020. (22) Filed as an exhibit to the Company’s Current Report on Form 8-K filed with the Securities and Exchange Commission on July 14, 2017. (23) Filed as an exhibit to the Company’s Current Report on Form 8-K filed with the Securities and Exchange Commission on January 29, 2019. (24) Filed as an exhibit to the Company’s Current Report on Form 8-K filed with the Securities and Exchange Commission on March 27, 2019. (25) Filed as an exhibit to the Company’s Current Report on Form 8-K filed with the Securities and Exchange Commission on July 23, 2019. (26) Filed as an exhibit to the Company’s Current Report on Form 8-K filed with the Securities and Exchange Commission on August 21, 2019. (27) Filed as an exhibit to the Company’s Current Report on Form 8-K filed with the Securities and Exchange Commission on January 9, 2020. (28) Filed as an exhibit to the Company’s Current Report on Form 8-K filed with the Securities and Exchange Commission on October 4, 2021, and incorporated by reference herein. (29) Filed as an exhibit to the Company’s Current Report on Form 8-K filed with the Securities and Exchange Commission on July 19, 2022, and incorporated by reference herein. (30) Filed as an exhibit to the Company’s Current Report on Form 8-K filed with the Securities and Exchange Commission on May 10, 2021. (31) Filed as an exhibit to the Company’s Quarterly Report on Form 10-Q for the quarter ended June 30, 2022 filed with the Securities and Exchange Commission on August 12, 2022. (32) Filed as an exhibit to the Company’s Quarterly Report on Form 10-Q for the quarter ended September 30, 2021 filed with the Securities and Exchange Commission on November 12, 2021. Item 16. Form 10-K Summary. Not applicable. 88 Table of Contents SIGNATURES Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized this 17th day of March, 2023. HEALTHCARE TRUST, INC. By /s/ Edward M. Weil, Jr. Edward M. Weil, Jr. Chief Executive Officer and President (Principal Executive Officer) Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, this report has been signed below by the following persons on behalf of the registrant and in the capacities and on the dates indicated. Name Capacity Date /s/ Leslie D. Michelson Non-Executive Chairman of the Board of Directors, Independent Director March 17, 2023 Leslie D. Michelson /s/ Scott M. Lappetito Chief Financial Officer, Treasurer and Secretary March 17, 2023 Scott M. Lappetito (Principal Financial Officer and Principal Accounting Officer) /s/ Edward M. Weil, Jr. Chief Executive Officer, President and Director March 17, 2023 Edward M. Weil, Jr. (Principal Executive Officer) /s/ Elizabeth K. Tuppeny Independent Director March 17, 2023 Elizabeth K. Tuppeny /s/ Edward G. Rendell Independent Director March 17, 2023 Edward G. Rendell /s/ B.J. Penn Independent Director March 17, 2023 B.J. Penn 89 Table of Contents HEALTHCARE TRUST, INC. AND SUBSIDIARIES INDEX TO CONSOLIDATED FINANCIAL STATEMENTS Page Report of Independent Registered Public Accounting Firm (PCAOB ID 238 ) F- 2 Consolidated Balance Sheets as of December 31, 202 2 and 202 1 F- 4 Consolidated Statements of Operations and Comprehensive Loss for the Years Ended December 31, 2022, 2021 and 2020 F- 5 Consolidated Statements of Changes in Equity for the Years Ended December 31, 202 2 , 202 1 and 20 20 F- 6 Consolidated Statements of Cash Flows for the Years Ended December 31, 202 2 , 202 1 and 20 20 F- 7 Notes to Consolidated Financial Statements F- 9 Financial Statement Schedule: Schedule III — Real Estate and Accumulated Depreciation as of December 31, 202 2 F- 53 F-1 Table of Contents Report of Independent Registered Public Accounting Firm To the Board of Directors and Stockholders of Healthcare Trust, Inc. Opinion on the Financial Statements We have audited the accompanying consolidated balance sheets of Healthcare Trust, Inc. and its subsidiaries (the “Company”) as of December 31, 2022 and 2021, and the related consolidated statements of operations and comprehensive loss, of changes in equity and of cash flows for each of the three years in the period ended December 31, 2022, including the related notes and financial statement schedule listed in the accompanying index (collectively referred to as the “consolidated financial statements”). In our opinion, the consolidated financial statements present fairly, in all material respects, the financial position of the Company as of December 31, 2022 and 2021, and the results of its operations and its cash flows for each of the three years in the period ended December 31, 2022 in conformity with accounting principles generally accepted in the United States of America. Basis for Opinion These consolidated financial statements are the responsibility of the Company’s management. Our responsibility is to express an opinion on the Company’s consolidated financial statements based on our audits. We are a public accounting firm registered with the Public Company Accounting Oversight Board (United States) (PCAOB) and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB. We conducted our audits of these consolidated financial statements in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audits to obtain reasonable assurance about whether the consolidated financial statements are free of material misstatement, whether due to error or fraud. The Company is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting. As part of our audits we are required to obtain an understanding of internal control over financial reporting but not for the purpose of expressing an opinion on the effectiveness of the Company's internal control over financial reporting. Accordingly, we express no such opinion. Our audits included performing procedures to assess the risks of material misstatement of the consolidated financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the consolidated financial statements. Our audits also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the consolidated financial statements. We believe that our audits provide a reasonable basis for our opinion. Critical Audit Matters The critical audit matter communicated below is a matter arising from the current period audit of the consolidated financial statements that was communicated or required to be communicated to the audit committee and that (i) relates to accounts or disclosures that are material to the consolidated financial statements and (ii) involved our especially challenging, subjective, or complex judgments. The communication of critical audit matters does not alter in any way our opinion on the consolidated financial statements, taken as a whole, and we are not, by communicating the critical audit matter below, providing a separate opinion on the critical audit matter or on the accounts or disclosures to which it relates. Purchase Price Allocations for Property Acquisitions As described in Note 3 to the consolidated financial statements, during the year ended December 31, 2022, the Company completed real estate acquisitions, net of below market lease liabilities assumed, of $25.5 million. For acquired properties with leases classified as operating leases, management allocated the purchase price to tangible and identifiable intangible assets acquired and liabilities assumed based on their respective fair values. Tangible assets include land, land improvements, buildings, fixtures and tenant improvements on an as-if vacant basis. Management utilizes various estimates, processes and information to determine the as-if vacant property value. Management estimates fair value using data from appraisals, comparable sales, discounted cash flow analysis and other methods. Fair value estimates are also made using significant assumptions such as capitalization rates, fair market lease rates, discount rates and land values per square foot. Identifiable intangible assets include amounts allocated to acquire leases for above- and below-market lease rates and the value of in-place leases. Above-market and below-market lease values for acquired properties are initially recorded based on the present value (using a discount rate which reflects the risks associated with the leases acquired) of the difference between (i) the contractual amounts to be paid pursuant to each in-place lease and (ii) management’s estimate of fair market lease rates for each corresponding in-place lease, measured over a period equal to the remaining initial term of the lease for above-market leases and the remaining initial term plus the term of any below- market fixed rate renewal options for below-market leases. The principal considerations for our determination that performing procedures relating to purchase price allocations for property acquisitions is a critical audit matter are (i) the significant judgment by management when developing the fair value estimates of tangible and intangible assets acquired and liabilities assumed; (ii) a high degree of auditor judgment, subjectivity and effort in performing procedures and evaluating management’s significant assumptions related to capitalization rates, fair market lease F-2 Table of Contents Report of Independent Registered Public Accounting Firm rates, discount rates and land values per square foot; and (iii) the audit effort involved the use of professionals with specialized skill and knowledge. Addressing the matter involved performing procedures and evaluating audit evidence in connection with forming our overall opinion on the consolidated financial statements. These procedures included, among others (i) reading the purchase agreements and lease documents; (ii) testing the completeness and accuracy of underlying data used by management in the fair value estimates, and (iii) testing management’s process for estimating the fair value of tangible and intangible assets acquired and liabilities assumed, including testing management’s projected cash flows and evaluating the accuracy of valuation outputs. Testing management’s process included evaluating the appropriateness of the valuation methods and reasonableness of the significant assumptions related to capitalization rates, fair market lease rates, discount rates and land values per square foot. Evaluating the reasonableness of the significant assumptions included considering whether these assumptions were consistent with external market data, comparable transactions, and evidence obtained in other areas of the audit. In conjunction with certain purchase price allocations, professionals with specialized skill and knowledge were used to assist in evaluating the reasonableness of certain assumptions utilized by management related to capitalization rates, fair market lease rates, discount rates and land values per square foot. /s/ PricewaterhouseCoopers LLP New York, New York March 17, 2023 We have served as the Company's auditor since 2019. F-3 Table of Contents HEALTHCARE TRUST, INC. AND SUBSIDIARIES CONSOLIDATED BALANCE SHEETS (In thousands, except share and per share data) December 31, 2022 2021 ASSETS Real estate investments, at cost: Land $ 206,454 $ 206,392 Buildings, fixtures and improvements 2,089,133 2,117,896 Acquired intangible assets 292,034 288,372 Total real estate investments, at cost 2,587,621 2,612,660 Less: accumulated depreciation and amortization ( 609,324 ) ( 562,733 ) Total real estate investments, net 1,978,297 2,049,927 Cash and cash equivalents 53,654 59,738 Restricted cash 22,884 25,644 Derivative assets, at fair value 40,647 174 Straight-line rent receivable, net 25,276 23,858 Operating lease right-of-use assets 7,814 7,914 Prepaid expenses and other assets (including $ 929 due from related parties as of December 31, 2021) 34,554 32,564 Deferred costs 17,223 14,581 Total assets $ 2,180,349 $ 2,214,400 LIABILITIES AND EQUITY Mortgage notes payable, net $ 578,700 $ 584,239 Credit facilities, net 530,297 502,051 Market lease intangible liabilities, net 9,407 10,943 Derivative liabilities, at fair value — 13,903 Accounts payable and accrued expenses (including $ 47 due to related parties as of December 31, 2022 and 2021) 45,247 42,709 Operating lease liabilities 8,087 8,130 Deferred rent 5,925 8,619 Distributions payable 3,496 3,406 Total liabilities 1,181,159 1,174,000 Stockholders’ Equity 7.375 % Series A cumulative redeemable perpetual preferred stock, $ 0.01 par value, 4,740,000 authorized as of December 31, 2022 and 2021; 3,977,144 issued and outstanding as of December 31, 2022 and 2021 40 40 7.125 % Series B cumulative redeemable perpetual preferred stock, $ 0.01 par value, 3,680,000 authorized; 3,630,000 issued and outstanding as of December 31, 2022 and 2021 36 36 Common stock, $ 0.01 par value, 300,000,000 shares authorized, 105,080,531 shares and 99,281,754 shares issued and outstanding as of December 31, 2022 and 2021, respectively 1,051 993 Additional paid-in capital 2,417,059 2,329,839 Accumulated other comprehensive income (loss) 36,910 ( 14,341 ) Distributions in excess of accumulated earnings ( 1,462,457 ) ( 1,282,871 ) Total stockholders’ equity 992,639 1,033,696 Non-controlling interests 6,551 6,704 Total equity 999,190 1,040,400 Total liabilities and equity $ 2,180,349 $ 2,214,400 The accompanying notes are an integral part of these consolidated financial statements. F-4 Table of Contents HEALTHCARE TRUST, INC. AND SUBSIDIARIES CONSOLIDATED STATEMENTS OF OPERATIONS AND COMPREHENSIVE LOSS (In thousands, except share and per share data) Year Ended December 31, 2022 2021 2020 Revenue from tenants $ 335,846 $ 329,355 $ 381,612 Operating expenses: Property operating and maintenance 213,444 205,813 243,548 Impairment charges 27,630 40,951 36,446 Operating fees to related parties 25,353 24,206 23,922 Acquisition and transaction related 1,484 2,714 173 General and administrative 17,287 16,828 21,572 Depreciation and amortization 82,064 79,926 81,053 Total expenses 367,262 370,438 406,714 Operating loss before gain on sale of real estate investments ( 31,416 ) ( 41,083 ) ( 25,102 ) Gain (loss) on sale of real estate investments ( 125 ) 3,648 5,230 Operating loss ( 31,541 ) ( 37,435 ) ( 19,872 ) Other income (expense): Interest expense ( 51,740 ) ( 47,900 ) ( 51,519 ) Interest and other income 27 61 44 Gain (loss) on non-designated derivatives 3,834 37 ( 102 ) Total other expenses ( 47,879 ) ( 47,802 ) ( 51,577 ) Loss before income taxes ( 79,420 ) ( 85,237 ) ( 71,449 ) Income tax expense ( 201 ) ( 203 ) ( 4,061 ) Net loss ( 79,621 ) ( 85,440 ) ( 75,510 ) Net loss (income) attributable to non-controlling interests 135 260 ( 303 ) Allocation for preferred stock ( 13,799 ) ( 7,762 ) ( 2,968 ) Net loss attributable to common stockholders ( 93,285 ) ( 92,942 ) ( 78,781 ) Other comprehensive income (loss): Unrealized gain (loss) on designated derivatives 51,251 25,332 ( 32,630 ) Comprehensive loss attributable to common stockholders $ ( 42,034 ) $ ( 67,610 ) $ ( 111,411 ) Weighted-average common shares outstanding — Basic and Diluted (1) 106,428,154 106,354,994 106,119,937 Net loss per common share attributable to common stockholders — Basic and Diluted (1) $ ( 0.88 ) $ ( 0.87 ) $ ( 0.74 ) _____ (1) Retroactively adjusted for the effects of the Stock Dividends (see Note 1 — Organization for details). The accompanying notes are an integral part of these consolidated financial statements. F-5 Table of Contents HEALTHCARE TRUST, INC. AND SUBSIDIARIES CONSOLIDATED STATEMENTS OF CHANGES IN EQUITY Years Ended December 31, 2022, 2021 and 2020 (In thousands, except share data) Series A Preferred Stock Series B Preferred Stock Common Stock Accumulated Other Comprehensive Income (Loss) Number of Shares Par Value Number of Shares Par Value Number of Shares Par Value Additional Paid-in Capital Distributions in Excess of Accumulated Earnings Total Stockholders’ Equity Non-controlling Interests Total Equity Balance, December 31, 2019 1,610,000 $ 16 — $ — 92,356,664 $ 923 $ 2,078,628 $ ( 7,043 ) $ ( 971,190 ) $ 1,101,334 $ 5,410 $ 1,106,744 Issuance of Series A Preferred Stock, net — — — — — — ( 59 ) — — ( 59 ) — ( 59 ) Common stock issued through distribution reinvestment plan — — — — 875,986 9 14,595 — — 14,604 — 14,604 Common stock repurchases — — — — ( 705,101 ) ( 7 ) ( 10,539 ) — — ( 10,546 ) — ( 10,546 ) Share-based compensation, net — — — — — — 1,345 — — 1,345 — 1,345 Distributions declared in common stock, $ 0.21 per share — — — — 1,248,197 13 19,646 — ( 19,659 ) — — — Distributions declared in cash on common stock, $ 0.42 per share — — — — — — — — ( 38,839 ) ( 38,839 ) — ( 38,839 ) Dividends declared on Series A Preferred Stock, $ 1.84 per share — — — — — — — — ( 2,968 ) ( 2,968 ) — ( 2,968 ) Distributions to non-controlling interest holders — — — — — — — — — — ( 201 ) ( 201 ) Buyout of non-controlling interest — — — — — — — — ( 88 ) ( 88 ) ( 495 ) ( 583 ) Net loss — — — — — — — — ( 75,813 ) ( 75,813 ) 303 ( 75,510 ) Unrealized loss on designated derivative — — — — — — — ( 32,615 ) — ( 32,615 ) — ( 32,615 ) Rebalancing of ownership percentage — — — — — — 645 ( 15 ) — 630 ( 630 ) — Balance, December 31, 2020 1,610,000 16 — — 93,775,746 938 2,104,261 ( 39,673 ) ( 1,108,557 ) 956,985 4,387 961,372 Issuance of Series A Preferred Stock, net 2,367,144 24 — — — — 56,241 — — 56,265 — 56,265 Issuance of Series B Preferred Stock, net — — 3,630,000 36 — — 86,783 — — 86,819 — 86,819 Share-based compensation, net — — — — — — 1,329 — — 1,329 — 1,329 Distributions declared in common stock, $ 0.85 per share — — — — 5,506,008 55 81,316 — ( 81,371 ) — — — Dividends declared on Series A Preferred Stock, $ 1.57 per share — — — — — — — — ( 6,236 ) ( 6,236 ) — ( 6,236 ) Dividends declared on Series B Preferred Stock, $ 0.42 per share — — — — — — — — ( 1,527 ) ( 1,527 ) — ( 1,527 ) Distributions to non-controlling interest holders — — — — — — — — — — ( 92 ) ( 92 ) Issuance of Series A Preferred OP Units — — — — — — — — — — 2,578 2,578 Net loss — — — — — — — — ( 85,180 ) ( 85,180 ) ( 260 ) ( 85,440 ) Unrealized loss on designated derivative — — — — — — — 25,332 — 25,332 — 25,332 Rebalancing of ownership percentage — — — — — — ( 91 ) — — ( 91 ) 91 — Balance, December 31, 2021 3,977,144 40 3,630,000 36 99,281,754 993 2,329,839 ( 14,341 ) ( 1,282,871 ) 1,033,696 6,704 1,040,400 Issuance of Series A Preferred Stock, net — — — — — — — — — — — — Issuance of Series B Preferred Stock, net — — — — — — ( 42 ) — — ( 42 ) — ( 42 ) Share-based compensation, net — — — — — — 1,185 — — 1,185 — 1,185 Distributions declared in common stock, $ 0.85 per share — — — — 5,798,777 58 86,243 — ( 86,301 ) — — — Dividends declared Series A Preferred Stock, $ 1.84 per share — — — — — — — — ( 7,333 ) ( 7,333 ) — ( 7,333 ) Dividends declared on Series B Preferred Stock, $ 1.78 per share — — — — — — — — ( 6,466 ) ( 6,466 ) — ( 6,466 ) Distributions to non-controlling interest holders — — — — — — — — — — ( 184 ) ( 184 ) Net loss — — — — — — — — ( 79,486 ) ( 79,486 ) ( 135 ) ( 79,621 ) Unrealized loss on designated derivative — — — — — — — 51,251 — 51,251 — 51,251 Rebalancing of ownership percentage — — — — — — ( 166 ) — — ( 166 ) 166 — Balance, December 31, 2022 3,977,144 $ 40 3,630,000 $ 36 105,080,531 $ 1,051 $ 2,417,059 $ 36,910 $ ( 1,462,457 ) $ 992,639 $ 6,551 $ 999,190 The accompanying notes are an integral part of these consolidated financial statements. F-6 Table of Contents HEALTHCARE TRUST, INC. AND SUBSIDIARIES CONSOLIDATED STATEMENTS OF CASH FLOWS (In thousands) Year Ended December 31, 2022 2021 2020 Cash flows from operating activities: Net loss $ ( 79,621 ) $ ( 85,440 ) $ ( 75,510 ) Adjustments to reconcile net loss to net cash provided by operating activities: Depreciation and amortization 82,064 79,926 81,053 Amortization (including write-offs) of deferred financing costs 4,879 4,427 4,059 Amortization of terminated swap 423 846 846 Amortization of mortgage premiums and discounts, net 51 55 60 (Accretion) amortization of market lease and other intangibles, net ( 625 ) ( 198 ) ( 80 ) Bad debt expense 3,159 1,094 2,708 Equity-based compensation 1,185 1,329 1,345 (Gain) loss on non-designated derivative instruments ( 3,834 ) ( 37 ) 102 Cash received from non-designated derivative instruments 286 — — (Gain) loss on sales of real estate investments, net 125 ( 3,648 ) ( 5,230 ) Impairment charges 27,630 40,951 36,446 Deferred tax valuation allowance 2,750 ( 483 ) 4,641 Changes in assets and liabilities: Straight-line rent receivable ( 1,523 ) ( 761 ) ( 2,409 ) Prepaid expenses and other assets ( 3,036 ) ( 2,139 ) ( 63 ) Accounts payable, accrued expenses and other liabilities ( 2,924 ) 1,252 ( 4,554 ) Deferred rent ( 2,694 ) 1,705 ( 1,607 ) Net cash provided by operating activities 28,295 38,879 41,807 Cash flows from investing activities: Property acquisitions and development costs ( 25,538 ) ( 159,300 ) ( 94,984 ) Capital expenditures and other assets acquired ( 27,993 ) ( 19,071 ) ( 21,892 ) Proceeds from sales of real estate investments 11,749 130,449 34,385 Net cash used in investing activities ( 41,782 ) ( 47,922 ) ( 82,491 ) Cash flows from financing activities: Payments on credit facilities ( 2,998 ) ( 298,804 ) ( 26,091 ) Proceeds from credit facilities 30,000 125,000 95,000 Proceeds from mortgage notes payable — 42,750 — Payments on mortgage notes payable ( 6,662 ) ( 1,264 ) ( 1,048 ) Payments for non-designated derivative instruments — ( 85 ) ( 97 ) Payments of deferred financing costs ( 1,672 ) ( 1,490 ) ( 2,241 ) Proceeds from issuance of Series A Preferred Stock, net — 56,265 ( 1,016 ) Proceeds from issuance of Series B Preferred Stock, net ( 42 ) 86,897 — Common stock repurchases — — ( 10,539 ) Distributions paid on common stock — — ( 31,354 ) Dividends paid on Series A Preferred stock ( 7,333 ) ( 5,144 ) ( 2,399 ) Dividends paid on Series B Preferred stock ( 6,466 ) — — Buyout of non-controlling interest holders — — ( 583 ) Distributions to non-controlling interest holders ( 184 ) ( 46 ) ( 201 ) Net cash provided by financing activities 4,643 4,079 19,431 Net change in cash, cash equivalents and restricted cash ( 8,844 ) ( 4,964 ) ( 21,253 ) Cash, cash equivalents and restricted cash, beginning of year 85,382 90,346 111,599 Cash, cash equivalents and restricted cash, end of year $ 76,538 $ 85,382 $ 90,346 F-7 Table of Contents HEALTHCARE TRUST, INC. AND SUBSIDIARIES CONSOLIDATED STATEMENTS OF CASH FLOWS (In thousands) Year Ended December 31, 2022 2021 2020 Cash, cash equivalents, end of period $ 53,654 $ 59,738 $ 72,357 Restricted cash, end of period 22,884 25,644 17,989 Cash, cash equivalents and restricted cash, end of period $ 76,538 $ 85,382 $ 90,346 Supplemental disclosures of cash flow information: Cash paid for interest $ 45,042 $ 42,815 $ 47,878 Cash paid for income taxes 566 311 315 Non-cash investing and financing activities: Common stock issued through distribution reinvestment plan $ — $ — $ 14,604 Common stock issued through stock dividends 86,301 81,371 19,659 Accrued capital expenditures — — 1,287 Accrued offering costs on Series B Preferred Stock — 78 — Mortgage assumed in acquisition — — 13,883 The accompanying notes are an integral part of these consolidated financial statements. F-8 Table of Contents HEALTHCARE TRUST, INC. AND SUBSIDIARIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS December 31, 2022 Note 1 — Organization Healthcare Trust, Inc. (including, as required by context, Healthcare Trust Operating Partnership, L.P. (the “OP”) and its subsidiaries, the “Company”), is an externally managed real estate investment trust for U.S. federal income tax purposes (“REIT”) that focuses on acquiring and managing a diversified portfolio of healthcare-related real estate, focused on medical office and other healthcare-related buildings (“MOBs”), and senior housing operating properties (“SHOPs”). As of December 31, 2022, the Company owned 202 properties located in 34 states and comprised of 9.1 million rentable square feet. Substantially all of the Company’s business is conducted through the OP and its wholly owned subsidiaries, including taxable REIT subsidiaries. The Company’s advisor, Healthcare Trust Advisors, LLC (the “Advisor”) manages our day-to-day business with the assistance of our property manager, Healthcare Trust Properties, LLC (the “Property Manager”). The Company’s Advisor and Property Manager are under common control with AR Global Investments, LLC (“AR Global”), and these related parties receive compensation and fees for providing services to the Company. The Company also reimburses these entities for certain expenses they incur in providing these services to the Company. Healthcare Trust Special Limited Partnership, LLC (the “Special Limited Partner”), which is also under common control with AR Global, also has an interest in the Company through ownership of interests in the OP. As of December 31, 2022, the Company owned 52 seniors housing properties under the REIT Investment Diversification and Empowerment Act of 2007 (“RIDEA”) structure in its SHOP segment. Under RIDEA, a REIT may lease qualified healthcare properties on an arm’s length basis to a taxable REIT subsidiary (“TRS”) if the property is operated on behalf of such subsidiary by a person who qualifies as an eligible independent contractor. The Company operates in two reportable business segments for management and internal financial reporting purposes: MOBs and SHOPs. In its MOB operating segment, the Company owns, manages, and leases single and multi-tenant MOBs where tenants are required to pay their pro rata share of property operating expenses, which may be subject to expense exclusions and floors, in addition to base rent. The Property Manager or third party managers manage the Company’s MOBs. In its SHOP segment, the Company invests in seniors housing properties using the RIDEA structure. As of December 31, 2022, the Company had four eligible independent contractors operating 52 SHOPs (including two land parcels). All of the Company’s properties across both business segments are located throughout the United States. The Company has declared quarterly dividends entirely in shares of its common stock since October 2020 in order to preserve its liquidity in response to the COVID-19 pandemic. Dividends payable entirely in shares of common stock are treated in a fashion similar to a stock split for accounting purposes specifically related to per-share calculations for the current and prior periods. Since October 2020, the Company has issued an aggregate of approximately 12.6 million shares in respect to the Stock Dividends. No other additional shares of common stock were issued during the years ended December 31, 2022 or 2021. References made to weighted-average shares and per-share amounts in the accompanying consolidated statements of operations and comprehensive income have been retroactively adjusted to reflect the cumulative increase in shares outstanding resulting from the Stock Dividends since October 2020 and through January 2023, and are noted as such throughout the accompanying financial statements and notes. Any future issuances of stock dividends will also result in retroactive adjustments. Please see No te 8 — Stockholder’s Equity for additional information on the stock dividends. On April 1, 2022, the Company published a new estimate of per-share net asset value (“Estimated Per-Share NAV”) as of December 31, 2021. The Company’s previous Estimated Per-Share NAV was as of December 31, 2020. The Estimated Per-Share NAV published on April 1, 2022 has not been adjusted since publication and will not be adjusted until the board of directors (the “Board”) determines a new Estimated Per-Share NAV. Issuing dividends in additional shares of common stock will, all things equal, cause the value of each share to decline because the number of shares outstanding increases when shares of common stock are issued in respect of a Stock Dividend; however, because each stockholder will receive the same number of new shares, the total value of a common stockholder’s investment, all things equal, will not change assuming no sales or other transfers. The Company intends to publish Estimated Per-Share NAV periodically at the discretion of the Board, provided that such estimates will be made at least once annually unless the Company lists its common stock. Note 2 — Summary of Significant Accounting Policies Basis of Accounting The accompanying consolidated financial statements of the Company are prepared on the accrual basis of accounting in accordance with accounting principles generally accepted in the United States (“GAAP”). Principles of Consolidation and Basis of Presentation F-9 Table of Contents HEALTHCARE TRUST, INC. AND SUBSIDIARIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS December 31, 2022 The accompanying consolidated financial statements include the accounts of the Company, the OP and its subsidiaries. All inter-company accounts and transactions are eliminated in consolidation. In determining whether the Company has a controlling financial interest in a joint venture and the requirement to consolidate the accounts of that entity, management considers factors such as ownership interest, authority to make decisions and contractual and substantive participating rights of the other partners or members as well as whether the entity is a variable interest entity (“VIE”) for which the Company is the primary beneficiary. The Company has determined the OP is a VIE of which the Company is the primary beneficiary. Substantially all of the Company’s assets and liabilities are held by the OP. Use of Estimates The preparation of consolidated financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the consolidated financial statements and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates. Management makes significant estimates regarding revenue recognition, purchase price allocations to record investments in real estate, impairments, fair value measurements and income taxes, as applicable. Out-of-Period Adjustment During the year ended December 31, 2019, the Company did no t record quarterly interest expense related to borrowings under the Revolving Credit Facility (as defined below) that were borrowed and repaid during the fourth quarter of 2019. The amount of interest expense and related payable that should have been recorded was $ 0.3 million. In 2020, the Company identified that the cumulative interest payable balance was understated, and as a result a true up entry was recorded to record the payable and related expense, resulting in an out of period adjustment. The Company concluded that the errors noted above were not material for the period ended December 31, 2019 or any prior periods and adjusted the amounts on a cumulative basis in 2020. Impacts of the COVID-19 Pandemic During the first quarter of 2020, the global COVID-19 pandemic that has spread around the world and to every state in the United States commenced. The COVID-19 pandemic has had, and could continue to have, an adverse impact on economic conditions, including a global economic slowdown and recession that may continue for some time. The rapid development and fluidity of this situation precludes any prediction as to the ultimate adverse impact of COVID-19 on economic and market conditions. The COVID-19 pandemic had, and another pandemic in the future could have, impacts across many sectors and areas of the global economy and financial markets, leading to significant adverse impacts on economic activity including volatility in financial markets. The Company’s MOB tenants and SHOP properties operate businesses that require in-person interactions with their patients and residents, and concern regarding the transmission of COVID-19 impacted the willingness of persons to, among other things, live in or use facilities at the Company’s properties, and impact the revenues generated by the Company’s tenants. The Company’s ability to lease space and negotiate and maintain favorable rents and the results of operations at its SHOPs could also continue to be negatively impacted by a prolonged recession in the U.S. economy. Moreover, the demand for leasing space at the Company’s MOB properties could decline, which could negatively impacting occupancy percentage, revenue and net income. Additionally, downturns or stagnation the U.S. housing market as a result of an economic downturn could adversely affect the ability, or perceived ability, of seniors to afford the resident fees and services at the Company’s SHOPs. Further, recent and continuing increases in inflation brought about by the labor shortages, supply chain disruptions and increases in interest rates have adversely impacted, and may continue to impact, the Company’s results of operations. Moreover, these increases in the rate of inflation, the ongoing war in Ukraine and related sanctions, supply chain disruptions and increases in interest rates may also impact the ability of the Company’s tenants and residents to pay rent and hence the Company’s results of operations and liquidity. Starting in March 2020, the COVID-19 pandemic and measures to prevent its spread began to affect the Company in a number of ways that vary by operating segment: COVID-19 Impact — MOB Segment The financial stability and overall health of the Company’s MOB tenants is critical to its business. The Company took a proactive approach to achieve mutually agreeable solutions with its MOB tenants and in some cases, during the year ended December 31, 2020, the Company executed lease amendments providing for deferral of rent. Since the year ended December 31, 2020, the Company has not entered into any rent deferral agreements with any of its MOB tenants, and all amounts previously deferred under prior rent deferral agreements have been collected. F-10 Table of Contents HEALTHCARE TRUST, INC. AND SUBSIDIARIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS December 31, 2022 For accounting purposes, in accordance with ASC 842: Leases, normally a company would be required to assess a lease modification to determine if the lease modification should be treated as a separate lease and if not, modification accounting would be applied which would require a company to reassess the classification of the lease (including leases for which the prior classification under ASC 840 was retained as part of the election to apply the package of practical expedients allowed upon the adoption of ASC 842, which doesn’t apply to leases subsequently modified). However, in light of the COVID-19 pandemic in which many leases are being modified, the FASB and SEC have provided relief that allows companies to make a policy election as to whether they treat COVID-19 related lease amendments as a provision included in the pre-concession arrangement, and therefore, not a lease modification, or to treat the lease amendment as a modification. In order to be considered COVID-19 related, cash flows must be substantially the same or less than those prior to the concession. For COVID-19 relief qualified changes, there are two methods to potentially account for such rent deferrals or abatements under the relief, (1) as if the changes were originally contemplated in the lease contract or (2) as if the deferred payments are variable lease payments contained in the lease contract. For all other lease changes that did not qualify for FASB relief, the Company is required to apply modification accounting including assessing classification under ASC 842. Some, but not all of the Company’s lease modifications qualify for the FASB relief. In accordance with the relief provisions, instead of treating these qualifying leases as modifications, the Company has elected to treat the modifications as if previously contained in the lease and recast rents receivable prospectively (if necessary). Under that accounting, for modifications that were deferrals only, there would be no impact on overall rental revenue and for any abatement amounts that reduced total rent to be received, the impact would be recognized ratably over the remaining life of the lease. For leases not qualifying for this relief, the Company has applied modification accounting and determined that there were no changes in the current classification of its leases impacted by negotiations with its tenants. COVID-19 Impact — SHOP Segment In the Company’s SHOP segment, occupancy trended downward from March 2020 until June 2021 and has since stabilized, however, SHOP occupancy remains substantially below pre-pandemic levels. Further, the Company has continued to experience lower inquiry volumes and reduced in-person tours since the onset of the pandemic. In addition, starting in mid-March 2020, operating costs began to rise materially, including for services, labor and personal protective equipment and other supplies, as the Company’s operators took appropriate actions to protect residents and caregivers. At the SHOPs, the Company generally bears these cost increases, which were partially offset by funds received under the Coronavirus Aid, Relief, and Economic Security Act (“CARES Act”), and to a lesser extent, cost recoveries for personal protective equipment from residents. See below for additional information on the CARES Act. These cost increases became more prominent throughout the year ended December 31, 2022 from a combination of factors: firstly, the Company was impacted by rising inflation which generally increased the costs of services and supplies, secondly, the Company relied more on the use of temporary contract labor and agencies due to a shortage of qualified personnel and lastly, the amounts the Company paid to third party providers for wages, including overtime wages, and bonuses increased. Future developments in the course of the pandemic, increases to inflation, labor shortages and supply chain disruptions may cause further adverse impacts to the Company’s occupancy and cost levels, and these trends may continue to impact the Company and have material adverse effects on its revenues, operating costs and net income in future periods. The financial impact of the COVID-19 pandemic on the Company has been partially offset by funds received under the CARES Act. The Company received $ 4.5 million, $ 5.1 million and $ 3.6 million in these funds during the years ended December 31, 2022, 2021 and 2020, respectively. The Company considers these funds to be grant contributions from the government. The full amounts received were recognized as reductions of property operating expenses in the Company’s consolidated statement of operations for the years ended December 31, 2022, 2021 and 2020, respectively, to partially offset incurred COVID-19 expenses. The Company does not anticipate that any further funds under the CARES Act will be received, and there can be no assurance that the CARES Act program will be extended or any further amounts received under currently effective or potential future government programs. Revenue Recognition The Company’s revenues, which are derived primarily from lease contracts, include rent received from tenants in its MOB segment. As of December 31, 2022, these leases had a weighted average remaining lease term of 4.9 years. Rent from tenants in the Company’s MOB operating segment (as discussed below) is recorded in accordance with the terms of each lease on a straight-line basis over the initial term of the lease. Because many of the leases provide for rental increases at specified intervals, straight-line basis accounting requires the Company to record a receivable for, and include in revenue from tenants on a straight-line basis, unbilled rent receivables that the Company will only receive if the tenant makes all rent payments required through the expiration of the initial term of the lease. When the Company acquires a property, the acquisition date is considered to be the commencement date for purposes of this calculation. For new leases after acquisition, the commencement date is F-11 Table of Contents HEALTHCARE TRUST, INC. AND SUBSIDIARIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS December 31, 2022 considered to be the date the tenant takes control of the space. For lease modifications, the commencement date is considered to be the date the lease modification is executed. The Company defers the revenue related to lease payments received from tenants in advance of their due dates. Tenant revenue also includes operating expense reimbursements which generally increase with the increase in property operating and maintenance expenses in our MOB segment. In addition to base rent, dependent on the specific lease, tenants are generally required to pay either (i) their pro rata share of property operating and maintenance expenses, which may be subject to expense exclusions and floors or (ii) the their share of increases in property operating and maintenance expenses to the extent they exceed the properties’ expenses for the base year of the respective leases. Under ASC 842, the Company has elected to report combined lease and non-lease components in a single line “ Revenue from tenants .” For expenses paid directly by the tenant, under both ASC 842 and 840, the Company has reflected them on a net basis. The Company’s revenues also include resident services and fee income primarily related to rent derived from lease contracts with residents in the Company’s SHOP segment, held using a structure permitted under RIDEA, and to a lesser extent, fees for ancillary services performed for SHOP residents, which are generally variable in nature. Rental income from residents in the Company’s SHOP segment is recognized as earned when services are provided. Residents pay monthly rent that covers occupancy of their unit and basic services, including utilities, meals and some housekeeping services. The terms of the leases are short term in nature, primarily month-to-month. The Company did no t record material amounts of ancillary revenue from non-residents during the year ended December 31, 2022. The Company recorded ancillary revenue from non-residents of $ 3.5 million and $ 13.3 million for the years ended December 31, 2021 and 2020, respectively. Fees for ancillary services are recorded in the period in which the services are performed. The decline in ancillary revenue since the year ended December 31, 2020 is primarily due to the Company’s dispositions of its SNF properties in Lutz and Wellington, Florida, which were sold in November 2020 and May 2021, respectively. The Company defers the revenue related to lease payments received from tenants and residents in advance of their due dates. Pursuant to certain of the Company’s lease agreements, tenants are required to reimburse the Company for certain property operating and maintenance expenses related to non-SHOP assets (recorded in revenue from tenants), in addition to paying base rent, whereas under certain other lease agreements, the tenants are directly responsible for all operating and maintenance costs of the respective properties. The following table presents future base rent payments on a cash basis due to the Company as of December 31, 2022 over the next five years and thereafter. These amounts exclude tenant reimbursements and contingent rent payments, as applicable, that may be collected from certain tenants based on provisions related to sales thresholds and increases in annual rent based on exceeding certain economic indexes, among other items. These amounts also exclude SHOP leases which are short-term in nature. (In thousands) Future Base Rent Payments 2023 $ 106,009 2024 99,507 2025 88,452 2026 80,462 2027 62,175 Thereafter 215,275 Total $ 651,880 The Company continually reviews receivables related to rent and unbilled rents receivable and determines collectability by taking into consideration the tenant’s payment history, the financial condition of the tenant, business conditions in the industry in which the tenant operates and economic conditions in the area in which the property is located. Under the leasing standards, the Company is required to assess, based on credit risk only, if it is probable that the Company will collect virtually all of the lease payments at lease commencement date and it must continue to reassess collectability periodically thereafter based on new facts and circumstances affecting the credit risk of the tenant. Partial reserves, or the ability to assume partial recovery are no longer permitted. If the Company determines that it is probable it will collect virtually all of the lease payments (rent and common area maintenance), the lease will continue to be accounted for on an accrual basis (i.e., straight-line). However, if the Company determines it is not probable that it will collect virtually all of the lease payments, the lease will be accounted for on a cash basis and a full reserve would be recorded on previously accrued amounts in cases where it was subsequently concluded that collection was not probable. Cost recoveries from tenants are included in operating revenue from tenants in accordance F-12 Table of Contents HEALTHCARE TRUST, INC. AND SUBSIDIARIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS December 31, 2022 with accounting rules, on the accompanying consolidated statements of operations and comprehensive income (loss) in the period the related costs are incurred, as applicable. During the years ended December 31, 2022, 2021 and 2020, the Company recorded reductions in revenue of $ 3.2 million, $ 1.1 million and $ 2.7 million, respectively. Approximately $ 1.3 million and $ 1.0 million of bad debt expense recorded in the years ended December 31, 2022 and 2020, respectively, related to previously disposed properties. There were no significant write-off’s related to previously disposed properties during the year ended December 31, 2021. Investments in Real Estate Investments in real estate are recorded at cost. Improvements and replacements are capitalized when they extend the useful life or improve the productive capacity of the asset. Costs of repairs and maintenance are expensed as incurred. At the time an asset is acquired, the Company evaluates the inputs, processes and outputs of the asset acquired to determine if the transaction is a business combination or asset acquisition. If an acquisition qualifies as a business combination, the related transaction costs are recorded as an expense in the consolidated statements of operations and comprehensive loss. If an acquisition qualifies as an asset acquisition, the related transaction costs are generally capitalized and subsequently amortized over the useful life of the acquired assets. See the “ Purchase Price Allocation” section in this Note for a discussion of the initial accounting for investments in real estate. Disposal of real estate investments that represent a strategic shift in operations that will have a major effect on the Company's operations and financial results are required to be presented as discontinued operations in the consolidated statements of operations. No properties were presented as discontinued operations during the years ended December 31, 2022, 2021 and 2020. Properties that are intended to be sold are to be designated as “held for sale” on the consolidated balance sheets at the lesser of carrying amount or fair value less estimated selling costs when they meet specific criteria to be presented as held for sale, most significantly that the sale is probable within one year. The Company evaluates probability of sale based on specific facts including whether a sales agreement is in place and the buyer has made significant non-refundable deposits. Properties are no longer depreciated when they are classified as held for sale. There were no real estate investments held for sale as of December 31, 2022 or December 31, 2021. The Company generally determines the value of construction in progress based upon the replacement cost. During the construction period, the Company capitalizes interest, insurance and real estate taxes until the development has reached substantial completion. Purchase Price Allocation In both a business combination and an asset acquisition, the Company allocates the purchase price of acquired properties to tangible and identifiable intangible assets or liabilities based on their respective fair values. Tangible assets may include land, land improvements, buildings, fixtures and tenant improvements on an as if vacant basis. Intangible assets may include the value of in-place leases and above- and below-market leases and other identifiable assets or liabilities based on lease or property specific characteristics. In addition, any assumed mortgages receivable or payable and any assumed or issued non-controlling interests (in a business combination) are recorded at their estimated fair values. In allocating the fair value to assumed mortgages, amounts are recorded to debt premiums or discounts based on the present value of the estimated cash flows, which is calculated to account for either above or below-market interest rates. In allocating the fair value to any assumed or issued non-controlling interests, amounts are recorded at their fair value at the close of business on the acquisition date. In a business combination, the difference between the purchase price and the fair value of identifiable net assets acquired is either recorded as goodwill or as a bargain purchase gain. In an asset acquisition, the difference between the acquisition price (including capitalized transaction costs) and the fair value of identifiable net assets acquired is allocated to the non-current assets. For acquired properties with leases classified as operating leases, the Company allocates the purchase price to tangible and identifiable intangible assets acquired and liabilities assumed, based on their respective fair values. In making estimates of fair values for purposes of allocating purchase price, the Company utilizes a number of sources, including independent appraisals that may be obtained in connection with the acquisition or financing of the respective property and other market data. The Company also considers information obtained about each property as a result of the Company’s pre-acquisition due diligence in estimating the fair value of the tangible and intangible assets acquired and intangible liabilities assumed. Tangible assets include land, land improvements, buildings, fixtures and tenant improvements on an as-if vacant basis. The Company utilizes various estimates, processes and information to determine the as-if vacant property value. The Company estimates the fair value using data from appraisals, comparable sales, discounted cash flow analysis and other methods. Fair value estimates are also made using significant assumptions such as capitalization rates, fair market lease rates, discount rates and land values per square foot. F-13 Table of Contents HEALTHCARE TRUST, INC. AND SUBSIDIARIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS December 31, 2022 Identifiable intangible assets include amounts allocated to acquire leases for above- and below-market lease rates and the value of in-place leases. Factors considered in the analysis of the in-place lease intangibles include an estimate of carrying costs during the expected lease-up period for each property, taking into account current market conditions and costs to execute similar leases. In estimating carrying costs, the Company includes real estate taxes, insurance and other operating expenses and estimates of lost rentals at contract rates during the expected lease-up period, which typically ranges from six to 24 months. The Company also estimates costs to execute similar leases including leasing commissions, legal and other related expenses. Above-market and below-market lease values for acquired properties are initially recorded based on the present value (using a discount rate which reflects the risks associated with the leases acquired) of the difference between (i) the contractual amounts to be paid pursuant to each in-place lease and (ii) management’s estimate of fair market lease rates for each corresponding in-place lease, measured over a period equal to the remaining initial term of the lease for above-market leases and the remaining initial term plus the term of any below-market fixed rate renewal options for below-market leases. The aggregate value of intangible assets related to customer relationship, as applicable, is measured based on the Company’s evaluation of the specific characteristics of each tenant’s lease and the Company’s overall relationship with the tenant. Characteristics considered by the Company in determining these values include the nature and extent of its existing business relationships with the tenant, growth prospects for developing new business with the tenant, the tenant’s credit quality and expectations of lease renewals, among other factors. The Company did not record any intangible asset amounts related to customer relationships during the years ended December 31, 2022, 2021 and 2020. Accounting for Leases Lessor Accounting In accordance with the lease accounting standard, all of the Company’s leases as lessor prior to adoption were accounted for as operating leases. The Company evaluates new leases originated after the adoption date (by the Company or by a predecessor lessor/owner) pursuant to the new guidance where a lease for some or all of a building is classified by a lessor as a sales-type lease if the significant risks and rewards of ownership reside with the tenant. This situation is met if, among other things, there is an automatic transfer of title during the lease, a bargain purchase option, the non-cancelable lease term is for more than a major part of the remaining economic useful life of the asset (e.g., equal to or greater than 75%), the present value of the minimum lease payments represents substantially all (e.g., equal to or greater than 90%) of the leased property’s fair value at lease inception, or the asset is so specialized in nature that it provides no alternative use to the lessor (and therefore would not provide any future value to the lessor) after the lease term. Further, such new leases would be evaluated to consider whether they would be failed sale-leaseback transactions and accounted for as financing transactions by the lessor. As of December 31, 2022 and 2021, the Company had no leases as a lessor that would be considered as sales-type leases or financings under sale-leaseback rules. As a lessor of real estate, the Company has elected, by class of underlying assets, to account for lease and non-lease components (such as tenant reimbursements of property operating and maintenance expenses) as a single lease component as an operating lease because (a) the non-lease components have the same timing and pattern of transfer as the associated lease component; and (b) the lease component, if accounted for separately, would be classified as an operating lease. Additionally, only incremental direct leasing costs may be capitalized under the accounting guidance. Indirect leasing costs in connection with new or extended tenant leases, if any, are being expensed. Lessee Accounting The Company is also the lessee under certain land leases which will continue to be classified as operating leases under transition elections unless subsequently modified. These leases are reflected on the consolidated balance sheets as of December 31, 2022 and 2021, and the rent expense is reflected on a straight-line basis over the lease term in the consolidated statements of operations and comprehensive loss for the years ended December 31, 2022, 2021 and 2020. For lessees, the accounting standard requires the application of a dual lease classification approach, classifying leases as either operating or finance leases based on the principle of whether or not the lease is effectively a financed purchase by the lessee. Lease expense for operating leases is recognized on a straight-line basis over the term of the lease, while lease expense for finance leases is recognized based on an effective interest method over the term of the lease. Also, lessees must recognize a right-of-use asset (“ROU”) and a lease liability for all leases with a term of greater than 12 months regardless of their classification. Further, certain transactions where at inception of the lease the buyer-lessor accounted for the transaction as a purchase of real estate and a new lease, may now be required to have symmetrical accounting to the seller-lessee if the transaction was not a qualified sale-leaseback and accounted for as a financing transaction. For additional information and disclosures related to the Company’s operating leases, see Note 16 — Commitments and Contingencies . F-14 Table of Contents HEALTHCARE TRUST, INC. AND SUBSIDIARIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS December 31, 2022 Gain on Dispositions of Real Estate Investments Gains on sales of rental real estate are not considered sales to customers and will generally be recognized pursuant to the provisions included in ASC 610-20, Gains and Losses from the Derecognition of Nonfinancial Assets (“ASC 610-20”). Impairment of Long-Lived Assets When circumstances indicate the carrying value of a property may not be recoverable, the Company reviews the property for impairment. This review is based on an estimate of the future undiscounted cash flows, excluding interest charges, expected to result from the property’s use and eventual disposition. These estimates consider factors such as expected future operating income, market and other applicable trends and residual value, as well as the effects of leasing demand, competition and other factors. If an impairment exists, due to the inability to recover the carrying value of a property, the Company would recognize an impairment loss in the consolidated statement of operations and comprehensive (loss) to the extent that the carrying value exceeds the estimated fair value of the property for properties to be held and used. For properties held for sale, the impairment loss recorded would equal the adjustment to fair value less estimated cost to dispose of the asset. These assessments have a direct impact on net income because recording an impairment loss results in an immediate negative adjustment to net earnings. Reportable Segments The Company has determined that it has two reportable segments, with activities related to investing in MOBs and SHOPs. Management evaluates the operating performance of the Company’s investments in real estate and seniors housing properties on an individual property level. For additional information see Note 15 — Segment Reporting . Depreciation and Amortization Depreciation is computed using the straight-line method over the estimated useful lives of up to 40 years for buildings, 15 years for land improvements, 7 to 10 years for fixtures and improvements, and the shorter of the useful life or the remaining lease term for tenant improvements and leasehold interests. Construction in progress, including capitalized interest, insurance and real estate taxes, is not depreciated until the development has reached substantial completion. The value of certain other intangibles such as certificates of need in certain jurisdictions are amortized over the expected period of benefit (generally the life of the related building). The value of in-place leases, exclusive of the value of above-market and below-market in-place leases, is amortized to expense over the remaining periods of the respective leases. The value of customer relationship intangibles, if any, is amortized to expense over the initial term and any renewal periods in the respective leases, but in no event does the amortization period for intangible assets exceed the remaining depreciable life of the building. If a tenant terminates its lease, the unamortized portion of the in-place lease value and customer relationship intangibles is charged to expense. Assumed mortgage premiums or discounts are amortized as an increase or reduction to interest expense over the remaining terms of the respective mortgages. Above and Below-Market Lease Amortization Capitalized above-market lease values are amortized as a reduction of revenue from tenants over the remaining terms of the respective leases and the capitalized below-market lease values are amortized as an increase to revenue from tenants over the remaining initial terms plus the terms of any below-market fixed rate renewal options of the respective leases. If a tenant with a below-market rent renewal does not renew, any remaining unamortized amount will be taken into income at that time. Capitalized above-market ground lease values are amortized as a reduction of property operating expense over the remaining terms of the respective leases. Capitalized below-market ground lease values are amortized as an increase to property operating expense over the remaining terms of the respective leases and expected below-market renewal option periods. Derivative Instruments The Company may use derivative financial instruments to hedge all or a portion of the interest rate risk associated with its borrowings. Certain of the techniques used to hedge exposure to interest rate fluctuations may also be used to protect against declines in the market value of assets that result from general trends in debt markets. The principal objective of such agreements is to minimize the risks and costs associated with the Company’s operating and financial structure as well as to hedge specific anticipated transactions. The Company records all derivatives on the balance sheet at fair value. The accounting for changes in the fair value of derivatives depends on the intended use of the derivative, whether the Company has elected to designate a derivative in a hedging relationship and apply hedge accounting and whether the hedging relationship has satisfied the criteria necessary to apply hedge accounting. Derivatives designated and qualifying as a hedge of the exposure to changes in the fair value of an F-15 Table of Contents HEALTHCARE TRUST, INC. AND SUBSIDIARIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS December 31, 2022 asset, liability, or firm commitment attributable to a particular risk, such as interest rate risk, are considered fair value hedges. Derivatives designated and qualifying as a hedge of the exposure to variability in expected future cash flows, or other types of forecasted transactions, are considered cash flow hedges. Derivatives may also be designated as hedges of the foreign currency exposure of a net investment in a foreign operation. Hedge accounting generally provides for the matching of the timing of gain or loss recognition on the hedging instrument with the recognition of the changes in the fair value of the hedged asset or liability that are attributable to the hedged risk in a fair value hedge or the earnings effect of the hedged forecasted transactions in a cash flow hedge. The Company may enter into derivative contracts that are intended to economically hedge certain of its risk, even though hedge accounting does not apply, or the Company elects not to apply hedge accounting. The accounting for subsequent changes in the fair value of these derivatives depends on whether each has been designated and qualifies for hedge accounting treatment. If the Company elects not to apply hedge accounting treatment, any change in the fair value of these derivative instruments is recognized immediately in gains (losses) on derivative instruments in the accompanying consolidated statements of operations and comprehensive loss prior to the adoption of ASU 2017-2 on January 1, 2019. If the derivative is designated and qualifies for hedge accounting treatment, the change in the estimated fair value of the derivative is recorded in other comprehensive income (loss) to the extent that it is effective, with any ineffective portion of a derivative’s change in fair value immediately recognized in earnings. After the adoption of ASU 2017-2, if the derivative qualifies for hedge accounting, all of the change in value is recorded in other comprehensive income (loss). Non-controlling Interests The non-controlling interests represent the portion of the common and preferred equity in the OP that is not owned by the Company as well as certain investment arrangements with other unaffiliated third parties whereby such investors receive an ownership interest in certain of the Company’s property-owning subsidiaries and are entitled to receive a proportionate share of the net operating cash flow derived from the subsidiaries’ property. Non-controlling interests are presented as a separate component of equity on the consolidated balance sheets and presented as net loss attributable to non-controlling interests on the consolidated statements of operations and comprehensive loss. Non-controlling interests are allocated a share of net income or loss based on their share of equity ownership, including any preferential amounts. See Note 13 — Non-Controlling Interests for additional information. Cash and Cash Equivalents Cash and cash equivalents includes cash in bank accounts as well as investments in highly-liquid money market funds with original maturities of three months or less. The Company did no t have any cash invested in money market funds at December 31, 2022 or 2021. The Company deposits cash with high quality financial institutions. These deposits are guaranteed by the Federal Deposit Insurance Company (“FDIC”) up to an insurance limit. At December 31, 2022 and 2021, the Company had deposits of $ 53.7 million and $ 59.7 million, of which $ 43.6 million and $ 46.2 million, respectively, were in excess of the amount insured by the FDIC. Although the Company bears risk to amounts in excess of those insured by the FDIC, it does not anticipate any losses as a result. Deferred Costs Deferred costs, net, consists of deferred financing costs related to the Credit Facility (as defined in Note 5 — Credit Facilities) Fannie Mae Master Credit Facilities (as defined in Note 5 — Credit Facilities) , and deferred leasing costs. Deferred financing costs relating to mortgage notes payable (see Note 4 — Mortgage Notes Payable, Net ) are reflected net of the related financing in the mortgage notes payable, net line item of the Company’s consolidated balance sheet. Deferred financing costs associated with the Credit Facility and Fannie Mae Master Credit Facilities and mortgage notes payable represent commitment fees, legal fees, and other costs associated with obtaining commitments for financing. These costs are amortized over the term of the financing agreement using the effective interest method for the Credit Facility and Fannie Mae Master Credit Facilities and using the effective interest method over the expected term for the mortgage notes payable. Unamortized deferred financing costs are expensed if the associated debt is refinanced or paid down before maturity. Costs incurred in seeking financial transactions that do not close are expensed in the period in which it is determined that the financing will not close. Deferred leasing costs, consisting primarily of lease commissions and professional fees incurred in connection with new leases, are deferred and amortized over the term of the lease. F-16 Table of Contents HEALTHCARE TRUST, INC. AND SUBSIDIARIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS December 31, 2022 Equity-Based Compensation The Company has a stock-based incentive award program for its directors, which is accounted for under the guidance of share- based payments. The cost of services received in exchange for these stock awards is measured at the grant date fair value of the award and the expense for such awards is included in general and administrative expenses and is recognized over the service period (i.e., vesting) required or when the requirements for exercise of the award have been met (see Note 11 — Equity-Based Compensation ). Income Taxes The Company elected to be taxed as a REIT under Sections 856 through 860 of the Internal Revenue Code of 1986 (the “Code”), as amended, commencing with the taxable year ended December 31, 2013. If the Company continues to qualify for taxation as a REIT, it generally will not be subject to U.S. federal corporate income tax to the extent it distributes all of its REIT taxable income (which does not equal net income as calculated in accordance with GAAP) to its stockholders. REITs are subject to a number of organizational and operational requirements, including a requirement that the Company distribute annually at least 90% of the Company’s REIT taxable income to the Company’s stockholders. If the Company fails to continue to qualify as a REIT in any taxable year and does not qualify for certain statutory relief provisions, the Company will be subject to U.S. federal, state and local income taxes at regular corporate rates beginning with the year in which it fails to qualify and may be precluded from being able to elect to be treated as a REIT for the Company’s four subsequent taxable years. The Company distributed to its stockholders 100% of its REIT taxable income for each of the years ended December 31, 2022, 2021 and 2020. Accordingly, no provision for U.S. federal or state income taxes related to such REIT taxable income was recorded in the Company’s financial statements. Even if the Company continues to qualify as a REIT, it may be subject to certain state and local taxes on its income and property, and U.S. federal income and excise taxes on its undistributed income. Certain limitations are imposed on REITs with respect to the ownership and operation of seniors housing properties. Generally, to qualify as a REIT, the Company cannot directly or indirectly operate seniors housing properties. Instead, such facilities may be either leased to a third-party operator or leased to a TRS and operated by a third party on behalf of the TRS. Accordingly, the Company has formed a TRS that is wholly-owned by the OP to lease its SHOPs and the TRS has entered into management contracts with unaffiliated third-party operators to operate the facilities on its behalf. As of December 31, 2022, the Company owned 52 seniors housing properties (including two land parcels) which are leased and operated through its TRS. The TRS is a wholly-owned subsidiary of the OP. A TRS is subject to U.S. federal, state and local income taxes. The Company records net deferred tax assets to the extent the Company believes these assets will more likely than not be realized. In making such determination, the Company considers all available positive and negative evidence, including future reversals of existing taxable temporary differences, projected future taxable income, tax planning strategies (including modifying intercompany leases with the TRS) and recent financial operations. In the event the Company determines that it would not be able to realize the deferred income tax assets in the future in excess of the net recorded amount, the Company establishes a valuation allowance which offsets the previously recognized income tax asset. Deferred income taxes result from temporary differences between the carrying amounts of the TRS’s assets and liabilities used for financial reporting purposes and the amounts used for income tax purposes as well as net operating loss carryforwards. Significant components of the deferred tax assets and liabilities as of December 31, 2022 consisted of deferred rent and net operating loss carryforwards. During the year ended December 31, 2020, the Company modified 25 intercompany leases with the TRS which abated intercompany rent due to the ongoing COVID-19 pandemic. These abatements were extended through December 31, 2022 and may continue to be extended for future periods. Because of the Company’s TRS's recent operating history of taxable losses and the impacts of the COVID-19 pandemic on the results of operations of the Company’s SHOP assets, the Company is not able to conclude that it is more likely than not it will realize the future benefit of its deferred tax assets; thus the Company has provided a 100 % valuation allowance of $ 6.9 million and $ 4.2 million as of December 31, 2022 and 2021, respectively. If and when the Company believes it is more likely than not that it will recover its deferred tax assets, the Company will reverse the valuation allowance as an income tax benefit in its consolidated statements of comprehensive income (loss). As of December 31, 2022, the Company’s consolidated TRS had net operating loss carryforwards for federal income tax purposes of approximately $ 24.4 million at December 31, 2022 (of which $ 7.6 million were incurred prior to January 1, 2018). Carryforwards from losses incurred prior to January 1, 2018, if unused, these will begin to expire in 2035. For net operating losses incurred subsequent to December 31, 2017, there is no expiration date. As of December 31, 2022, the Company had a deferred tax asset of $ 6.9 million with a full valuation allowance. As of December 31, 2021, the Company had a deferred tax asset of $ 4.2 million with a full valuation allowance. F-17 Table of Contents HEALTHCARE TRUST, INC. AND SUBSIDIARIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS December 31, 2022 The following table details the composition of the Company’s tax (expense) benefit for the years ended December 31, 2022, 2021 and 2020, which includes U.S. federal and state income taxes incurred by the Company’s TRS. The Company estimated its income tax (expense) benefit relating to its TRS using a combined federal and state rate of approximately 0.0 %, 0.0 % and ( 105.8 )% for the years ended December 31, 2022, 2021 and 2020, respectively. These income taxes are reflected in income tax (expense) benefit on the accompanying consolidated statements of operations and comprehensive loss. Year Ended December 31, 2022 2021 2020 (In thousands) Current Deferred Current Deferred Current Deferred Federal (expense) benefit $ — $ 2,145 $ — $ ( 319 ) $ 726 $ — State (expense) benefit ( 201 ) 604 ( 203 ) ( 163 ) ( 196 ) 50 Deferred tax asset valuation allowance — ( 2,749 ) — 482 — ( 4,641 ) Total income tax benefit (expense) $ ( 201 ) $ — $ ( 203 ) $ — $ 530 $ ( 4,591 ) As of December 31, 2022 and 2021, the Company had no material uncertain income tax positions. The tax years subsequent to and including the fiscal year ended December 31, 2017 remain open to examination by the major taxing jurisdictions to which the Company is subject. Per Share Data Net income (loss) per basic share of common stock is calculated by dividing net income (loss) by the weighted-average number of shares (retroactively adjusted for the Stock Dividends) of common stock issued and outstanding during such period. Diluted net income (loss) per share of common stock considers the effect of potentially dilutive shares of common stock outstanding during the period. CARES Act Grants On March 27, 2020, the CARES Ac) was signed into law and it provides funding to Medicare providers in order to provide financial relief during the COVID-19 pandemic. Funds provided under the program were to be used for the preparation, prevention, and medical response to COVID-19, and were designated to reimburse providers for healthcare related expenses and lost revenues attributable to COVID-19. During the years ended December 31, 2022, 2021 and 2020 the Company received $ 4.5 million, $ 5.1 million and $ 3.6 million in funding from CARES Act grants, respectively. For accounting purposes, the CARES Act funds are treated as a grant contribution from the government. The funding the Company received was recognized as a reduction of property operating and maintenance expenses in the Company’s consolidated statements of operations to offset the negative impacts of COVID-19. There can be no assurance that the program will be extended or any further amounts received under currently effective or potential future government programs. Recently Issued Accounting Pronouncements Adopted as of January 1, 2020: In August 2018, the FASB issued ASU No. 2018-13, Fair Value Measurement (Topic 820): Disclosure Framework-Changes to the Disclosure Requirements for Fair Value Measurement . The objective of ASU 2018-13 is to improve the effectiveness of disclosures in the notes to the financial statements by removing, modifying, and adding certain fair value disclosure requirements to facilitate clear communication of the information required by generally accepted accounting principles. The amended guidance is effective for the Company beginning on January 1, 2020. The Company adopted the new guidance on January 1, 2020 and determined it did not have a material impact on its consolidated financial statements. In June 2016, the FASB issued ASU No. 2016-13, Financial Instruments-Credit Losses (Topic 326): Measurement of Credit Losses on Financial Instruments, which changes how entities measure credit losses for financial assets carried at amortized cost. The update eliminates the requirement that a credit loss must be probable before it can be recognized and instead requires an entity to recognize the current estimate of all expected credit losses. Additionally, the amended standard requires credit losses on available-for-sale debt securities to be carried as an allowance rather than as a direct write-down of the asset. On July 25, 2018, the FASB proposed an amendment to ASU 2016-13 to clarify that operating lease receivables recorded by lessors (including unbilled straight-line rent) are explicitly excluded from the scope of ASU 2016-13. The new guidance is effective for the Company beginning on January 1, 2020. The Company adopted the new guidance on January 1, 2020 and determined it did not have a material impact on its consolidated financial statements. Adopted as of January 1, 2021: F-18 Table of Contents HEALTHCARE TRUST, INC. AND SUBSIDIARIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS December 31, 2022 In August 2020, the FASB issued ASU 2020-06, Debt - Debt with Conversion and Other Options (Topic 470) and Derivatives and Hedging – Contracts in Entity’s Own Equity (Topic 815). The new standard reduces the number of accounting models for convertible debt instruments and convertible preferred stock, and amends the guidance for the derivatives scope exception for contracts in an entity's own equity. The standard also amends and makes targeted improvements to the related earnings per share guidance. The ASU is effective for fiscal years beginning after December 15, 2021, including interim periods within those fiscal years. Early adoption is permitted, but no earlier than fiscal years beginning after December 15, 2020, including interim periods within those fiscal years. The standard allows for either modified or full retrospective transition methods. The Company adopted the new guidance on January 1, 2021 and determined it did not have a material impact on its consolidated financial statements. Adopted as of January 1, 2022: In August 2020, the FASB issued ASU 2020-06, Debt - Debt with Conversion and Other Options (Topic 470) and Derivatives and Hedging – Contracts in Entity’s Own Equity (Topic 815). The new standard reduces the number of accounting models for convertible debt instruments and convertible preferred stock, and amends the guidance for the derivatives scope exception for contracts in an entity's own equity. The standard also amends and makes targeted improvements to the related earnings per share guidance. The ASU is effective for fiscal years beginning after December 15, 2021, including interim periods within those fiscal years. Early adoption was permitted, but no earlier than fiscal years beginning after December 15, 2020, including interim periods within those fiscal years. The standard allows for either modified or full retrospective transition methods. The Company adopted the new guidance on January 1, 2022 and determined it did not have a material impact on its consolidated financial statements. Not yet Fully Adopted as of December 31, 2022 In March 2020, the FASB issued ASU 2020-04, Reference Rate Reform (Topic 848). Topic 848 contains practical expedients for reference rate reform related activities that impact debt, leases, derivatives and other contracts. The guidance in Topic 848 is optional and may be elected over the period from March 12, 2020 through June 30, 2023 as reference rate reform activities occur. During the year ended December 31, 2020, the Company elected to apply the hedge accounting expedients related to (i) the assertion that the Company’s hedged forecasted transactions remain probable and (ii) the assessments of effectiveness for future LIBOR-indexed cash flows to assume that the index upon which future hedged transactions will be based matches the index on the corresponding derivatives. Application of these expedients preserves the presentation of the Company’s derivatives, which will be consistent with the Company’s past presentation. The Company will continue to evaluate the impact of the guidance and may apply other elections, as applicable, as additional changes in the market occur. Note 3 — Real Estate Investments, Net Property Acquisitions The Company invests in healthcare-related facilities, primarily MOBs and seniors housing properties which expand and diversify its portfolio and revenue base. The Company owned 202 properties as of December 31, 2022. During the year ended December 31, 2022, the Company, through wholly-owned subsidiaries of the OP, completed its acquisitions of one multi-tenant MOBs and three single tenant MOBs for an aggregate contract purchase price of $ 25.3 million. All acquisitions in 2022, 2021 and 2020 were considered asset acquisitions for accounting purposes. The following table presents the allocation of the assets acquired and liabilities assumed during the years ended December 31, 2022, 2021 and 2020: F-19 Table of Contents HEALTHCARE TRUST, INC. AND SUBSIDIARIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS December 31, 2022 Year Ended December 31, (In thousands) 2022 2021 2020 Real estate investments, at cost: Land $ 4,933 $ 12,848 $ 7,665 Buildings, fixtures and improvements 16,606 121,376 90,699 Total tangible assets 21,539 134,224 98,364 Acquired intangibles: In-place leases and other intangible assets (1) 3,763 28,499 10,369 Market lease and other intangible assets (1) 268 794 496 Market lease liabilities (1) ( 32 ) ( 1,639 ) ( 362 ) Total intangible assets and liabilities 3,999 27,654 10,503 Mortgage notes payable assumed, net — — ( 13,883 ) Issuance of Preferred OP Units (2) — ( 2,578 ) — Cash paid for real estate investments, including acquisitions $ 25,538 $ 159,300 $ 94,984 Number of properties purchased 4 17 9 _______________ (1) Weighted-average remaining amortization periods for in-place leases, above-market leases and below market leases acquired were 8.9 years, 9.3 years and 12.1 years, respectively, as of December 31, 2022. Weighted-average remaining amortization periods for in-place leases and above-market leases acquired were 11.2 years, 10.2 years and 8.5 years, respectively, as of December 31, 2021. Weighted-average remaining amortization periods for in-place leases, above-market leases and below market leases acquired were 1.7 years, 7.7 years and 7.4 years, respectively, as of December 31, 2020. (2) See Note 8 — Stockholders’ Equity for additional information. Significant Tenants As of December 31, 2022, 2021 and 2020, the Company did not have any tenants (including for this purpose, all affiliates of such tenants) whose annualized rental income on a straight-line basis represented 10% or greater of total annualized rental income on a straight-line basis for the portfolio. The following table lists the states where the Company had concentrations of properties where annualized rental income on a straight-line basis represented 10% or more of consolidated annualized rental income on a straight-line basis for all properties as of December 31, 2022, 2021 and 2020: December 31, State 2022 2021 2020 Florida (1) 19.2 % 17.7 % 20.6 % Pennsylvania * * 10.4 % _______________ * State’s annualized rental income on a straight-line basis was not greater than 10% of total annualized rental income for all portfolio properties as of the period specified. (1) In May 2021, the Company’s skilled nursing facility in Wellington, Florida, and the Company’s development property in Jupiter, Florida were sold. In December 2020, the Company’s skilled nursing facility in Lutz, Florida was sold. Intangible Assets and Liabilities Acquired intangible assets and liabilities consisted of the following as of the periods presented: F-20 Table of Contents HEALTHCARE TRUST, INC. AND SUBSIDIARIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS December 31, 2022 December 31, 2022 December 31, 2021 (In thousands) Gross Carrying Amount Accumulated Amortization Net Carrying Amount Gross Carrying Amount Accumulated Amortization Net Carrying Amount Intangible assets: In-place leases $ 268,135 $ 198,138 $ 69,997 $ 264,741 $ 183,073 $ 81,668 Market lease assets 14,432 12,042 2,390 14,164 11,212 2,952 Other intangible assets 9,467 1,165 8,302 9,467 1,006 8,461 Total acquired intangible assets $ 292,034 $ 211,345 $ 80,689 $ 288,372 $ 195,291 $ 93,081 Intangible liabilities: Market lease liabilities $ 23,504 $ 14,097 $ 9,407 $ 23,472 $ 12,529 $ 10,943 The following table discloses amounts recognized within the consolidated statements of operations and comprehensive loss related to amortization of in-place leases and other intangible assets, amortization and accretion of above-and below-market lease assets and liabilities, net and the amortization of above-and below-market ground leases, for the periods presented: Year Ended December 31, (In thousands) 2022 2021 2020 Amortization of in-place leases and other intangible assets (1) $ 15,076 $ 15,071 $ 15,121 Accretion of above-and below-market leases, net (2) $ ( 795 ) $ ( 422 ) $ ( 257 ) Amortization of above-and below-market ground leases, net (3) $ 159 $ 214 $ 178 ________ (1) Reflected within depreciation and amortization expense. (2) Reflected within revenue from tenants. (3) Reflected within property operating and maintenance expense. The following table provides the projected amortization and adjustments to revenue from tenants for the next five years: (In thousands) 2023 2024 2025 2026 2027 In-place lease assets $ 13,208 $ 11,287 $ 9,700 $ 8,454 $ 4,958 Other intangible assets 10 10 10 10 10 Total to be added to amortization expense $ 13,218 $ 11,297 $ 9,710 $ 8,464 $ 4,968 Above-market lease assets $ ( 495 ) $ ( 416 ) $ ( 363 ) $ ( 329 ) $ ( 240 ) Below-market lease liabilities 1,512 1,294 1,103 941 623 Total to be added to revenue from tenants $ 1,017 $ 878 $ 740 $ 612 $ 383 Dispositions F-21 Table of Contents HEALTHCARE TRUST, INC. AND SUBSIDIARIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS December 31, 2022 The following table summarizes the properties sold during the years ended December 31, 2022, 2021 and 2020: (In thousands) Disposition Date Contract Sale Price Gain (Loss) on Sale, of Real Estate Investments 2022 Dispositions: LaSalle properties ( four properties) (1) March 2, 2022 $ 12,400 $ ( 303 ) Lien settlement on formerly disposed properties N/A N/A 178 Totals $ 12,400 $ ( 125 ) 2021 Dispositions: Hampton River Portfolio ( two properties) December 21, 2021 $ 37,800 $ 1,323 NuVista Jupiter (2) May 14, 2021 65,000 2,383 Wellington Green (3) May 14, 2021 30,750 114 Michigan SHOPs ( four properties) (4) January 15, 2021 — ( 172 ) Totals $ 133,550 $ 3,648 2020 Dispositions: Lutz (5) December 15, 2020 $ 20,000 $ 3,832 Michigan SHOPs ( seven properties) (4) November 2, 2020 11,750 ( 908 ) Cape Girardeau March 19, 2020 8,600 2,306 Totals $ 40,350 $ 5,230 ______ (1) Impairment charges of $ 34.0 million were recorded during the year ended December 31, 2021. (2) Impairment charges of $ 14.6 million and $ 19.8 million were recorded during the years ended December 31, 2020 and 2019, respectively. (3) Impairment charges of $ 0.9 million, $ 2.3 million and $ 9.9 million were recorded during the years ended December 31, 2021, 2020 and 2019, respectively. (4) Impairment charges of $ 19.6 million and $ 22.6 million were recorded during the years ended December 31, 2020 and 2019, respectively. The contract sales price for all 11 properties was received in November of 2020. Loss on sale amounts relate to the properties transferred at the respective dates. (5) Impairment charges of $ 3.6 million were recorded during the year ended December 31, 2019. The sales of the properties noted above did not represent a strategic shift that has a major effect on the Company’s operations and financial results. Accordingly, the results of operations of these properties remain classified within continuing operations for all periods presented until the respective sale dates. Assets Held for Sale When assets are identified by management as held for sale, the Company reflects them separately on its balance sheet and stops recognizing depreciation and amortization expense on the identified assets and estimates the sales price, net of costs to sell, of those assets. If the carrying amount of the assets classified as held for sale exceeds the estimated net sales price, the Company records an impairment charge equal to the amount by which the carrying amount of the assets exceeds the Company’s estimate of the net sales price of the assets. For held-for-sale properties, the Company predominately uses the contract sale price as fair market value. There were no assets held for sale as of December 31, 2022 or December 31, 2021. Assets Held for Use When circumstances indicate the carrying value of a property classified as held for use may not be recoverable, the Company reviews the property for impairment. For the Company, the most common triggering events are (i) concerns regarding the tenant (i.e., credit or expirations) in the Company’s single-tenant properties or significant vacancy in the Company’s multi-tenant properties and (ii) changes to the Company’s expected holding period as a result of business decisions or non-recourse debt maturities. If a triggering event is identified, the Company considers the projected cash flows due to various performance indicators, and where appropriate, the Company evaluates the impact on its ability to recover the carrying value of the properties based on the expected cash flows on an undiscounted basis over its intended holding period. The Company makes certain assumptions in this approach including, among others, the market and economic conditions, expected cash flow projections, intended holding periods and assessments of terminal values. Where more than one possible scenario exists, the Company uses a probability weighted approach in estimating cash flows. As these factors are difficult to predict and F-22 Table of Contents HEALTHCARE TRUST, INC. AND SUBSIDIARIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS December 31, 2022 are subject to future events that may alter management’s assumptions, the future cash flows estimated by management in its impairment analysis may not be achieved, and actual losses for impairment may be realized in the future. If the undiscounted cash flows over the expected hold period are less than the carrying value, the Company reflects an impairment charge to write the asset down to its fair value. Impairment Charges The following table presents impairment charges by segment recorded during the years ended December 31, 2022, 2021 and 2020: Year Ended December 31, (In thousands) 2022 2021 2020 MOB Segment: Illinois skilled nursing facilities (1) (7) $ 10,644 $ — $ — Sassafras MOB (2) (7) 1,844 — — Sun City MOB (3) (7) — 6,082 — Total MOB impairment charges 12,488 6,082 — SHOP Segment: Various held for use SHOPs (4) (7) 15,142 — — LaSalle Properties (5) (7) — 34,000 — Wellington, Florida skilled nursing facility (6) (7) — 869 2,276 Michigan properties (8) — — 19,570 NuVista Jupiter (7) (9) — — 14,600 Total SHOP impairment charges 15,142 34,869 36,446 Total impairment charges $ 27,630 $ 40,951 $ 36,446 (1) These seven properties were impaired after the Company received an offer by the tenant to purchase all seven properties, which caused the Company to reassess its expected holding period for these properties. As of December 31, 2022, these properties were not disposed nor are under contract for disposal. (2) The Company began marketing this property for sale in the fourth quarter of 2022. As of December 31, 2022 this property was not disposed nor under contract for disposal. (3) This property has been actively marketed for sale since September 2021. As of December 31, 2022 this property was not disposed nor under contract for disposal. (4) Consists of eight properties actively marketed for sale. Of the eight properties, six properties were impaired in year ended December 31, 2022. As of December 31, 2022, these properties were not disposed, but five of these properties are under contract for disposal. (5) These four properties were disposed in the year ended December 31, 2022. (6) This property was disposed in the year ended December 31, 2021. The Company recorded this impairment charge in the year ended December 31, 2021 to reduce the carrying value of the property to its estimated fair value as determined by an amendment to its purchase and sale agreement. The Company had previously recorded $ 2.3 million of impairment charges on this property in the year ended December 31, 2020. (7) These properties were impaired to reduce their carrying values to their estimated fair values, respectively, as determined by the Assets Held for Use approach described above. (8) These properties were disposed in the first quarter of 2021 and the fourth quarter of 2020. (9) This property was disposed in the second quarter of 2021. F-23 Table of Contents HEALTHCARE TRUST, INC. AND SUBSIDIARIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS December 31, 2022 Note 4 — Mortgage Notes Payable, Net The following table reflects the Company’s mortgage notes payable as of December 31, 2022 and 2021: Portfolio Encumbered Properties Outstanding Loan Amount as of December 31, Effective Interest Rate (1) as of December 31, Interest Rate 2022 2021 2022 2021 Maturity (In thousands) (In thousands) Palm Valley Medical Plaza - Goodyear, AZ — $ — $ 2,879 — % 4.15 % Fixed Jun. 2023 Medical Center V - Peoria, AZ — — 2,684 — % 4.75 % Fixed Sep. 2023 Fox Ridge Bryant - Bryant, AR 1 6,817 6,977 3.98 % 3.98 % Fixed May 2047 Fox Ridge Chenal - Little Rock, AR 1 15,639 16,024 2.95 % 2.95 % Fixed May 2049 Fox Ridge North Little Rock - North Little Rock, AR 1 9,704 9,943 2.95 % 2.95 % Fixed May 2049 Capital One MOB Loan 41 378,500 378,500 3.73 % 3.71 % Fixed (2) Dec. 2026 Multi-Property CMBS Loan 21 118,700 118,700 4.60 % 4.60 % Fixed May 2028 Shiloh - Illinois 1 13,071 13,384 4.34 % 4.34 % Fixed Jan. 2025 BMO CMBS 9 42,750 42,750 2.89 % 2.89 % Fixed Dec. 2031 Gross mortgage notes payable 75 585,181 591,841 3.83 % 3.82 % Deferred financing costs, net of accumulated amortization (3) ( 5,117 ) ( 6,186 ) Mortgage premiums and discounts, net ( 1,364 ) ( 1,416 ) Mortgage notes payable, net $ 578,700 $ 584,239 __________ (1) Calculated on a weighted average basis for all mortgages outstanding as of December 31, 2022 and December 31, 2021. For the SOFR/LIBOR based loans, SOFR/LIBOR in effect at the balance sheet date was utilized. For the Capital One MOB Loan, the effective rate does not include the effect of amortizing the amount paid to terminate the previous pay-fixed swap. See Note 7 — Derivatives and Hedging Activities for additional details. (2) Variable rate loan, based on daily SOFR as of December 31, 2022 and based on 30-day LIBOR as of December 31, 2021, which is fixed as a result of entering into “pay-fixed” interest rate swap agreements. The Company allocated $ 378.5 million of its “pay-fixed” interest rate swaps to this mortgage consistently as of December 31, 2022 and 2021. (3) Deferred financing costs represent commitment fees, legal fees and other costs associated with obtaining financing. These costs are amortized to interest expense over the terms of the respective financing agreements using the effective interest method. Unamortized deferred financing costs are generally expensed when the associated debt is refinanced or repaid before maturity. Costs incurred in seeking financial transactions that do not close are expensed in the period in which it is determined that the financing will not close. As of December 31, 2022, the Company had pledged $ 0.9 billion in real estate investments, at cost, as collateral for its $ 585.2 million of gross mortgage notes payable. This real estate is not available to satisfy other debts and obligations unless first satisfying the mortgage notes payable secured by these properties. The Company makes payments of principal and interest, or interest only, depending upon the specific requirements of each mortgage note, on a monthly basis. Some of the Company’s mortgage note agreements require compliance with certain property-level financial covenants including debt service coverage ratios. As of December 31, 2022, the Company was in compliance with these financial covenants. See Note 5 — Credit Facilities - Future Principal Payments and LIBOR Transition for a schedule of principal payment requirements of the Company’s Mortgage Notes and Credit Facilities and a discussion of the expected cessation of LIBOR publication. BMO MOB Loan On November 15, 2021, the Company, entered into a $ 42.8 million loan agreement (the “BMO MOB Loan”) with Bank of Montreal (“BMO”). The BMO MOB Loan requires monthly interest-only payments, with the principal balance due on the maturity date. The BMO MOB Loan permits BMO to securitize the entire BMO MOB Loan or any portion thereof. F-24 Table of Contents HEALTHCARE TRUST, INC. AND SUBSIDIARIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS December 31, 2022 At the closing of the BMO MOB Loan, the net proceeds after accrued interest and closing costs were used to (i) repay approximately $ 37.0 million of indebtedness under the Revolving Credit Facility, under which nine of the properties were included as part of the borrowing base prior to the BMO MOB Loan, (ii) fund approximately $ 2.5 million in deposits required to be made at closing into reserve accounts required under the loan agreement. The remaining $ 2.4 million net proceeds available to the Company were used for general corporate purposes and acquisitions. Note 5 — Credit Facilities, Net The Company had the following credit facilities outstanding as of December 31, 2022 and 2021: Outstanding Facility Amount as of December 31, Effective Interest Rate as of December 31, (9) (10) Credit Facility Encumbered Properties (1) 2022 2021 2022 2021 Interest Rate Maturity (In thousands) (In thousands) Credit Facility: Revolving Credit Facility $ 30,000 $ — 7.26 % — % Variable Mar. 2024 (8) Term Loan 150,000 150,000 5.11 % 4.11 % Fixed (6) Mar. 2024 Deferred financing costs ( 1,750 ) ( 2,994 ) Term Loan, net 148,250 147,006 Total Credit Facility 98 (2) $ 178,250 $ 147,006 Fannie Mae Master Credit Facilities: Capital One Facility 11 (3) $ 210,483 $ 212,417 5.90 % 2.51 % Variable (7) Nov. 2026 KeyBank Facility 10 (4) 141,564 142,628 6.60 % 2.56 % Variable (7) Nov. 2026 Total Fannie Mae Master Credit Facilities 21 $ 352,047 $ 355,045 Total Credit Facilities 119 $ 530,297 $ 502,051 5.94 % (5) 3.00 % (5) _______ (1) Encumbered properties are as of December 31, 2022. (2) The equity interests and related rights in the Company’s wholly owned subsidiaries that directly own or lease the eligible unencumbered real estate assets comprising the borrowing base of the Credit Facility (as defined below) have been pledged for the benefit of the lenders thereunder. (3) Secured by first-priority mortgages on 11 of the Company’s seniors housing properties located in Florida, Georgia, Iowa and Michigan as of December 31, 2022 with a carrying value of $ 348.9 million. (4) Secured by first-priority mortgages on ten of the Company’s seniors housing properties located in, Missouri, Kansas, California, Florida, Georgia and Iowa as of December 31, 2022 with carrying value of $ 261.0 million. (5) Calculated on a weighted average basis for all credit facilities outstanding as of December 31, 2022 and 2021, respectively. (6) Variable rate loan, based on SOFR, all of which was economically fixed as a result of entering into “pay-fixed” interest rate swap agreements (the Company designates its SOFR “pay-fixed” interest rate swaps against all 30-day SOFR debt, see Note 7 — Derivatives and Hedging Activities for additional details). (7) The effective rates above only include the impact of designated hedging instruments. The Company also has seven non-designated interest rate cap agreements with an aggregate notional amount of $ 354.6 million which limits 30-day LIBOR to 3.50 %. The Company did not designate these derivatives as hedges and accordingly, the changes in value and any cash received from these derivatives are presented within gain (loss) on derivative instruments on the consolidated statements of operations and comprehensive income (see discussion below and Note 7 — Derivatives and Hedging Activities for additional details). Inclusive of the impact of these interest rate caps on these non-designated derivatives, the economic interest rate on the Capital One Fannie Mae Facility was 5.26 %, and the economic interest rate on the KeyBank Fannie Mae Facility was 5.96 % as of December 31, 2022. (8) During the year ended December 31, 2022, the Company exercised its option to extend the maturity one year to March 2024. (9) Effective interest rate below for variable rate debt gives effect to any “pay-fixed” swap entered into by the Company allocated to the loan for presentation purposes. If no “pay-fixed” swaps are allocated, the effective interest rate below represents the variable rate (or contractual floor if appropriate) and the applicable margin in effect as of December 31, 2022 and 2021. Interest rate caps are not considered unless the caps, if any, are currently in effect. (10) The Company has interest “pay-fixed” swaps which are designated as cash flow hedges on LIBOR- or SOFR-based outstanding combined borrowings. Prior to the Fourth Amendment (as defined below) which, among other things, changed the reference rate on the Credit Facility from LIBOR to SOFR, to present average rates in the table above, the Company historically allocated the notional amount of a “pay-fixed” swap to the outstanding amounts of its Credit Facility (both the Revolving Credit Facility and the Term Loan) with any remaining notional amounts applied to its Capital One Fannie Mae Facility. During the three months ended September 30, 2022, the Company converted $ 150.0 million of its “pay-fixed” swaps from LIBOR to SOFR. As of December 31, 2022, the Company allocated the $ 150.0 million SOFR-based “pay-fixed” swaps to the Term Loan, which were also allocated to the F-25 Table of Contents HEALTHCARE TRUST, INC. AND SUBSIDIARIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS December 31, 2022 Term Loan as of December 31, 2021 when the Term Loan and swaps were LIBOR-based. As of December 31, 2022 and 2021, $ 50.0 million of LIBOR-based “pay-fixed” swaps were allocated to the Capital One Fannie Mae Facility because there were no LIBOR-based amounts outstanding under the Revolving Credit Facility in either period. The $ 50.0 million of LIBOR-based “pay-fixed” swaps were terminated subsequent to December 31, 2022. See Note 17 — Subsequent Events for additional information. As of December 31, 2022, the carrying value of our real estate investments, at cost was $ 2.6 billion, with $ 0.9 billion of this amount pledged as collateral for mortgage notes payable, $ 0.6 billion of this amount pledged to secure advances under the Fannie Mae Master Credit Facilities and $ 0.9 billion of this amount comprising the borrowing base of the Credit Facility. All of the real estate assets pledged to secure debt or comprising the borrowing base of are not available to satisfy other debts and obligations, or to serve as collateral with respect to new indebtedness, unless, as applicable, the existing indebtedness associated with the property is satisfied or the property is removed from the borrowing base of the Credit Facility, which would impact availability thereunder. Unencumbered real estate investments, at cost as of December 31, 2022 was $ 0.1 billion, although there can be no assurance as to the amount of liquidity the Company would be able to generate from using these unencumbered assets as collateral for mortgage loans or adding them to the borrowing base of the Company’s Credit Facility. Currently, any properties that the Company acquires must be added to the borrowing base of the Credit Facility, and any net proceeds from the dispositions of any unencumbered properties must be used to repay amounts outstanding under the Revolving Credit Facility (as defined below). Credit Facility The amended and restated senior secured credit facility (the “Credit Facility”), consists of two components, a revolving credit facility (the “Revolving Credit Facility”) and a term loan (the “Term Loan”). The Revolving Credit Facility is interest-only and matures on March 13, 2023, subject to a one-year extension at the Company’s option. The Term Loan is interest-only and matures on March 13, 2024. The total commitments under the Credit Facility are $ 655.0 million, including $ 505.0 million under the Revolving Credit Facility. The Credit Facility includes an uncommitted “accordion feature” that may be used to increase the commitments under either component of the Credit Facility by up to an additional $ 370.0 million to a total of $ 1.0 billion. The amount available for future borrowings under the Revolving Credit Facility is based on either the value of the pool of eligible unencumbered real estate assets comprising the borrowing base, or satisfying a minimum debt service coverage ratio with respect to the borrowing base. The equity interests and related rights in the Company’s wholly owned subsidiaries that directly own or lease the eligible unencumbered real estate assets comprising the borrowing base of the Revolving Credit Facility have been pledged for the benefit of the lenders thereunder. As of December 31, 2022, $ 150.0 million was outstanding under the Term Loan, and $ 30.0 million was outstanding under the Revolving Credit Facility. The unused borrowing availability under the Revolving Credit Facility was $ 203.4 million based on the borrowing base as of December 31, 2022. On August 11, 2022, the Company, the OP, KeyBank National Association individually and as agent for the lenders and the lenders from time to time a party under the Credit Facility, among others, entered into the fourth amendment to the Credit Facility (the “Fourth Amendment”). Without the Fourth Amendment, the Company would have been in default of the reamendment Fixed Charge Coverage Ratio covenant (defined below) for the four fiscal quarter period ended June 30, 2022. Pursuant to the Fourth Amendment, the lenders agreed to reduce the minimum required Fixed Charge Coverage Ratio covenant to permit the Company to avoid any Default or Events of Default through the amendment date. The Fourth Amendment also eliminated the LIBOR-based rate option, among other changes. The terms described below represent the terms pursuant to the Fourth Amendment. The Company is required to maintain a combination of cash, cash equivalents and availability for future borrowings under the Revolving Credit Facility totaling at least $ 50.0 million. Certain other restrictions and conditions described below will no longer apply beginning in the quarter in which the Company makes an election and, as of the day prior to the commencement of the applicable quarter, the Company has a combination of cash, cash equivalents and availability for future borrowings under the Revolving Credit Facility totaling at least $ 100.0 million, giving effect to the aggregate amount of distributions projected to be paid by the Company during the applicable quarter, the Company’s ratio of consolidated total indebtedness to consolidated total asset value (expressed as a percentage) is less than 62.5 % and the Company’s Fixed Charge Coverage Ratio (as defined below) for the most recently ended four fiscal quarters is not less than 1.50 to 1.00 (the “Commencement Quarter”). The fiscal quarter ended June 30, 2021 was the first quarter that could have been the Commencement Quarter. The Company did not satisfy the conditions during the quarter ended December 31, 2022 in order to elect the quarter ending March 31, 2023 as the Commencement Quarter. F-26 Table of Contents HEALTHCARE TRUST, INC. AND SUBSIDIARIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS December 31, 2022 Until the first day of the Commencement Quarter, the Company must use all the net cash proceeds from any capital event (such as an asset sale, financing or equity issuance) to prepay amounts outstanding under the Revolving Credit Facility, to the extent there are any such amounts outstanding. The Company may borrow additional amounts if all relevant conditions are met, including sufficient availability for future borrowings. There can be no assurance these conditions will be met at the time of any particular borrowing. Until the Commencement Quarter, the Company may not pay distributions to holders of common stock in cash or any other cash distributions (including repurchases of shares of the Company’s common stock), subject to certain exceptions. These exceptions include paying dividends on the 7.375 % Series A Cumulative Redeemable Perpetual Preferred Stock, $ 0.01 par value per share (“Series A Preferred Stock”), the 7.125 % Series B Cumulative Redeemable Perpetual Preferred Stock, $ 0.01 par value per share (“Series B Preferred Stock”) or any other class of preferred stock that the Company may issue and paying any cash distributions necessary to maintain its status as a REIT. The Company may not pay any cash distributions (including dividends on Series A Preferred Stock or Series B Preferred Stock or any other preferred stock) if a default or event of default exists or would result therefrom. Beginning in the Commencement Quarter, the Company will be able to pay cash distributions to holders of common stock, subject to the restrictions described below and the aggregate distributions (as defined in the Credit Facility and including dividends on Series A Preferred Stock, Series B Preferred Stock or any other class of preferred stock that may be issued) for any period of four fiscal quarters may not exceed 95 % of Modified FFO (as defined in the Credit Facility) for the same period based only on fiscal quarters after the Commencement Quarter. In addition, beginning in the Commencement Quarter, the Company will be permitted to repurchase up to $ 50.0 million of shares of its common stock (including amounts previously repurchased during the term of the Revolving Credit Facility) if, after giving effect to the repurchases, the Company maintains cash and cash equivalents of at least $ 30.0 million and the Company’s ratio of consolidated total indebtedness to consolidated total asset value (expressed as a percentage) is less than 55.0 %. Under the Credit Facility, the Company must comply with covenants governing the maximum ratio of consolidated total indebtedness to consolidated total asset value, and requiring the Company to maintain a minimum ratio of adjusted consolidated EBITDA to consolidated fixed charges, a minimum consolidated tangible net worth and a minimum debt service coverage ratio. Specifically, the maximum ratio of consolidated total indebtedness to consolidated total asset value is presently 65 % unless and until the Commencement Quarter, following which the ratio will be 62.5 %. The minimum ratio of adjusted consolidated EBITDA to consolidated fixed charges (the “Fixed Charge Coverage Ratio”) that the Company must satisfy based on the four most recently ended fiscal quarters is (a) 1.20 to 1.00 for the period commencing with the quarter ended June 30, 2022 through the quarter ending June 30, 2023, (b) 1.35 to 1.00 for the period commencing with the quarter ending September 30, 2023 through the quarter ending December 31, 2023 and (c) 1.45 to 1.00 for the period commencing with the quarter ending March 31, 2024 and continuing thereafter; provided, however, that from and after the Commencement Quarter, the Company must satisfy a minimum Fixed Charge Coverage Ratio of 1.50 to 1.00. The minimum consolidated tangible net worth is the sum of (i) $ 1.2 billion, plus (ii) 75 % of any net offering proceeds (as defined in the Credit Facility) since the Credit Facility closed in March 2019. As of December 31, 2022, the Company had a consolidated tangible net worth of $ 1.5 billion. The minimum debt service coverage ratio (calculated similar to the calculation of the Fixed Charge Coverage Ratio but excluding dividends on Series A Preferred Stock, Series B Preferred Stock or any other class of preferred stock that may be issued) that the Company must satisfy based on the four most recently ended fiscal quarters is (a) 1.50 :1.00 for the period commencing with the quarter ended June 30, 2022 through the quarter ending June 30, 2023, (b) 1.65 :1.00 for the period commencing with the quarter ending September 30, 2023 through the quarter ending December 31, 2023 and (c) 1.75 :1.00 for the period commencing with the quarter ending March 31, 2024 and continuing thereafter until the Company elects the Commencement Quarter, after which the debt service coverage ratio covenant will no longer apply. Additionally, the borrowing base advance rate is 52.5 % until the Company elects the Commencement Quarter, after which the borrowing base advance rate will be 55 %. In addition, as of December 31, 2022, the Company had the option to have amounts outstanding under the Revolving Credit Facility bear interest at an annual rate equal to either: (i) SOFR (as defined below), plus an applicable margin that ranges, depending on the Company’s leverage, from 2.10 % to 2.85 %; or (ii) the Base Rate (as defined in the Credit Facility), plus an applicable margin that ranges, depending on the Company’s leverage, from 0.85 % to 1.60 %. Commencing on the first day of the Commencement Quarter, the Company will have the option to have amounts outstanding under the Revolving Credit Facility bear interest at an annual rate equal to either: (a) LIBOR, plus an applicable margin that ranges, depending on the Company’s leverage, from 1.60 % to 2.35 %, plus an additional spread adjustment depending on the length of the interest period; or (b) the Base Rate, plus an applicable margin that ranges, depending on the Company’s leverage, from 0.35 % to 1.10 %. As of December 31, 2022 the Company had elected to use the SOFR option for all of its borrowings under the Revolving Credit Facility, to the extent there are any such amounts outstanding. F-27 Table of Contents HEALTHCARE TRUST, INC. AND SUBSIDIARIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS December 31, 2022 Further, as of December 31, 2022, the Company has the option to have amounts outstanding under the Term Loan bear interest at an annual rate equal to either: (i) SOFR, plus an applicable margin that ranges, depending on the Company’s leverage, from 2.05 % to 2.80 %; or (ii) the Base Rate, plus an applicable margin that ranges, depending on the Company’s leverage, from 0.80 % to 1.55 %. Commencing on the first day of the Commencement Quarter, the Company will have the option to have amounts outstanding under the Term Loan bear interest at an annual rate equal to either: (a) SOFR, plus an applicable margin that ranges, depending on the Company’s leverage, from 1.55 % to 2.30 %, plus an additional spread adjustment depending on the length of the interest period; or (b) the Base Rate, plus an applicable margin that ranges, depending on the Company’s leverage, from 0.30 % to 1.05 %. Pursuant to the terms of the Company’s Credit Facility, the “floor” on SOFR-based rates is 0.25 %. As of December 31, 2022, the Company had elected to use the SOFR option for all of its borrowings under the Term Loan. As of December 31, 2022, the Company was in compliance with the financial covenants under the Credit Facility. As discussed in N o te 2 — Summary of Significant Accounting Policies , the Company has experienced, and continues to experience, negative impacts from rising operating costs, particularly in its SHOP segment, as well as rising variable interest rates. The Company’s Credit Facility matures in March 2024 and contains various operating covenants (described above) which the Company was in compliance with through December 31, 2022. Prospectively, based upon the Company’s current expectations, the Company believes its operating results through June 30, 2023 will allow it to comply with these covenants. However, the Company believes its operating results may not be sufficient to comply with the increased Fixed Charge Coverage Ratio, which increases from 1.20 :1.00 to 1.35 :1.00 commencing with the quarter ending September 30, 2023 and thereafter. Absent a waiver or modification from the lender group, failure to comply with the Fixed Charge Coverage Ratio would constitute an Event of Default and the balance of the Credit Facility would be due and payable. The Company has obtained such waivers and modifications from the lender group in the past, but there can be no assurance that such a waiver or modification will be granted in future periods. Additionally, the Company is exploring long-term secured financing opportunities, utilizing some or all of the Company’s properties as collateral, the proceeds from which the Company believes will be sufficient to repay all amounts outstanding under the Credit Facility, which was $ 180.0 million as of December 31, 2022 ($ 200.0 million including the $ 20.0 million drawn subsequent to December 31, 2022, see Note 17 — Subsequent Events for details). Fannie Mae Master Credit Facilities On October 31, 2016, the Company, through wholly-owned subsidiaries of the OP, entered into a master credit facility agreement relating to a secured credit facility with KeyBank (the “KeyBank Facility”) and a master credit facility agreement with Capital One for a secured credit facility with Capital One Multifamily Finance LLC, an affiliate of Capital One (the “Capital One Facility”; the Capital One Facility and the KeyBank Facility are referred to herein individually as “Fannie Mae Master Credit Facility” and together as the “Fannie Mae Master Credit Facilities”). Advances made under these agreements are assigned by Capital One and KeyBank to Fannie Mae at closing for inclusion in Fannie Mae’s Multifamily MBS program. In connection with the Fannie Mae Master Credit Facilities, the Company was required to enter into interest rate cap agreements. Periodically, the Company renews these interest rate cap agreements upon their expiration. As of December 31, 2022, the Company had seven interest rate cap agreements (of which six caps were active as of December 31, 2022 and one has a forward start date as of April 2023) with an aggregate current effective notional amount of $ 354.6 million which caps LIBOR at 3.50 % with terms through April 2024. The Company does not apply hedge accounting to these agreements and changes in value as well as any cash received are presented within gain (loss) on non-designated derivatives in the Company’s consolidated statements of operations and comprehensive income ( see Note 7 — Derivatives and Hedging Activities for additional disclosure regarding the Company’s derivatives). In November 2020, in conjunction with the sale and transfer of four of the Michigan SHOPs, one of which was encumbered under the Fannie Mae Master Credit Facility with Capital One, $ 4.2 million was repaid to Capitol One upon the release of the property. The Company may request future advances under the Fannie Mae Master Credit Facilities by adding eligible properties to the collateral pool, subject to customary conditions, including satisfaction of minimum debt service coverage and maximum loan-to-value tests. F-28 Table of Contents HEALTHCARE TRUST, INC. AND SUBSIDIARIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS December 31, 2022 Future Principal Payments The following table summarizes the scheduled aggregate principal payments for the five years subsequent to December 31, 2022 and thereafter, on all of the Company’s outstanding debt (mortgage notes payable and credit facilities): Future Principal Payments (In thousands) Mortgage Notes Payable Credit Facilities Total 2023 $ 1,139 $ 5,769 $ 6,908 2024 1,178 185,769 186,947 2025 13,270 5,769 19,039 2026 379,393 334,740 714,133 2027 922 — 922 Thereafter 189,279 — 189,279 Total $ 585,181 $ 532,047 $ 1,117,228 LIBOR Transition In July 2017, the Financial Conduct Authority (which regulates LIBOR) announced it intends to stop compelling banks to submit rates for the calculation of LIBOR after 2021. As a result, the Federal Reserve Board and the Federal Reserve Bank of New York organized the Alternative Reference Rates Committee, which identified the Secured Overnight Financing Rate (“SOFR”) as its preferred alternative to LIBOR in derivatives and other financial contracts. On March 5, 2021, the Financial Conduct Authority confirmed a partial extension of this deadline announcing that it will cease the publication of the one-week and two-month USD LIBOR settings immediately following December 31, 2021. The remaining USD LIBOR settings will continue to be published through June 30, 2023. The Company is not able to predict when there will be sufficient liquidity in the SOFR market. The Company is monitoring and evaluating the risks related to changes in LIBOR availability, which include potential changes in interest paid on debt and amounts received and paid on interest rate swaps. In addition, the value of debt or derivative instruments tied to LIBOR will also be impacted as LIBOR is limited and discontinued and contracts must be transitioned to a new alternative rate. While the Company currently expects LIBOR to be available in substantially its current form until at least through June 30, 2023 for the USD LIBOR rates currently relevant to the Company, it is possible that LIBOR will become unavailable prior to that time. This could occur, for example, if a sufficient number of banks decline to make submissions to the LIBOR administrator. Pursuant to the Fourth Amendment, the Credit Agreement was updated and provisions were added to transition the Credit Facility from using a benchmark rate of LIBOR to using a benchmark rate of SOFR, and the Company will either utilize the Base Rate (as defined in the Credit Facility) or the updated SOFR-based rates. During the year ended December 31, 2022, the Company converted $ 150.0 million of its “pay-fixed” swaps on its Credit Facility from LIBOR to SOFR, and the Company additionally converted its $ 378.5 million Capital One MOB Loan and related “pay-fixed” swap from LIBOR to SOFR, however, the Company still has mortgages, credit facilities (namely, the Capital One Facility and the KeyBank Facility) and derivative agreements that have terms that are based on LIBOR. Certain of those agreements have alternative rates already contained in the agreements while others do not. The Company anticipates that it will either utilize the alternative rates contained in the agreements or negotiate a replacement reference rate for LIBOR with the lenders and derivative counterparties. As of December 31, 2022, the Company had $ 558.7 million of LIBOR-based borrowings ($ 352.0 million of which is variable-rate) and $ 50.0 million of LIBOR-based “pay-fixed” swaps. The Company terminated its remaining $ 50.0 million of “pay-fixed” swaps subsequent to December 31, 2022. See Note 17 — Subsequent Events for additional information. Note 6 — Fair Value of Financial Instruments GAAP establishes a hierarchy of valuation techniques based on the observability of inputs used in measuring asset and liabilities at fair value. GAAP establishes market-based or observable inputs as the preferred source of values, followed by valuation models using management assumptions in the absence of market inputs. The three levels of the hierarchy are described below: F-29 Table of Contents HEALTHCARE TRUST, INC. AND SUBSIDIARIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS December 31, 2022 Level 1 — Quoted prices in active markets for identical assets and liabilities that the reporting entity has the ability to access at the measurement date. Level 2 — Inputs other than quoted prices included within Level 1 that are observable for the asset and liability or can be corroborated with observable market data for substantially the entire contractual term of the asset or liability. Level 3 — Unobservable inputs that reflect the entity’s own assumptions that market participants would use in the pricing of the asset or liability and are consequently not based on market activity, but rather through particular valuation techniques. The determination of where an asset or liability falls in the hierarchy requires significant judgment and considers factors specific to the asset or liability. In instances where the determination of the fair value measurement is based on inputs from different levels of the fair value hierarchy, the level in the fair value hierarchy within which the entire fair value measurement falls is based on the lowest level input that is significant to the fair value measurement in its entirety. The Company evaluates its hierarchy disclosures each quarter and depending on various factors, it is possible that an asset or liability may be classified differently from quarter to quarter. However, the Company expects that changes in classifications between levels will be rare. Financial Instruments Measured at Fair Value on a Recurring Basis Derivative Instruments Although the Company has determined that the majority of the inputs used to value its derivatives fall within Level 2 of the fair value hierarchy, the credit valuation adjustments associated with those derivatives utilize Level 3 inputs, such as estimates of current credit spreads to evaluate the likelihood of default by the Company and its counterparties. However, as of December 31, 2022 and 2021, the Company has assessed the significance of the impact of the credit valuation adjustments on the overall valuation of its derivative positions and has determined that the credit valuation adjustments are not significant to the overall valuation of the Company’s derivatives. As a result, the Company has determined that its derivative valuations in their entirety are classified in Level 2 of the fair value hierarchy. The valuation of derivative instruments is determined using a discounted cash flow analysis on the expected cash flows of each derivative. This analysis reflects the contractual terms of the derivatives, including the period to maturity, as well as observable market-based inputs, including interest rate curves and implied volatilities. In addition, credit valuation adjustments, are incorporated into the fair values to account for the Company’s potential nonperformance risk and the performance risk of the counterparties. The following table presents information about the Company’s assets and liabilities measured at fair value as of December 31, 2022 and 2021, aggregated by the level in the fair value hierarchy within which those instruments fall. (In thousands) Quoted Prices in Active Markets Level 1 Significant Other Observable Inputs Level 2 Significant Unobservable Inputs Level 3 Total December 31, 2022 Derivative assets, at fair value (non-designated) $ — $ 3,737 $ — $ 3,737 Derivative assets, at fair value (designated) — 36,910 — 36,910 Derivative liabilities, at fair value — — — — Total $ — $ 40,647 $ — $ 40,647 December 31, 2021 Derivative assets, at fair value (non-designated) $ — $ 174 $ — $ 174 Derivative liabilities, at fair value (designated) ( 13,903 ) ( 13,903 ) Total $ — $ ( 13,729 ) $ — $ ( 13,729 ) A review of the fair value hierarchy classification is conducted on a quarterly basis. Changes in the type of inputs may result in a reclassification for certain assets. There were no transfers between Level 1 and Level 2 of the fair value hierarchy during the year ended December 31, 2022. F-30 Table of Contents HEALTHCARE TRUST, INC. AND SUBSIDIARIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS December 31, 2022 Real Estate Investments Measured at Fair Value on a Non-Recurring Basis Real Estate Investments — Held for Use The Company also had impaired real estate investments held for use, which were carried at fair value on a non-recurring basis on the consolidated balance sheet as of December 31, 2022 and 2021. As of December 31, 2022, the Company owned 17 held for use properties ( nine MOBs and eight SHOPs) for which the Company had reconsidered its expected holding period, of which 10 properties ( two MOBs and eight SHOPs) are being marketed for sale. As a result, the Company evaluated the impact on its ability to recover the carrying value of the properties and recorded impairment charges to write these properties down to their estimated fair values. The Company had also previously written down other held for use properties which have subsequently been sold. As of December 31, 2021, the Company owned five held for use properties ( one MOB and four SHOPs) for which the Company had reconsidered their expected holding periods and which were being marketed for sale. As a result, the Company evaluated the impact on its ability to recover the carrying values of the respective properties and recorded impairment charges to write these properties down to their estimated fair values during 2021. The four SHOPs were sold in the first quarter of 2022. See Note 3 — Real Estate investments, Net - “Assets Held for Use and Related Impairments” for additional details. Real Estate Investments — Held for Sale Real estate investments held for sale are carried at net realizable value on a non-recurring basis and are generally classified in Level 3 of the fair value hierarchy. The Company did not have any real estate investments classified as held for sale as of December 31, 2022 and 2021. Financial Instruments Not Measured at Fair Value The Company is required to disclose the fair value of financial instruments for which it is practicable to estimate that value. The fair values of short-term financial instruments such as cash and cash equivalents, restricted cash, straight-line rent receivable, net, prepaid expenses and other assets, deferred costs, net, accounts payable and accrued expenses, deferred rent and distributions payable approximate their carrying value on the consolidated balance sheets due to their short-term nature. The fair values of the Company’s remaining financial instruments that are not reported at fair value on the consolidated balance sheets are reported below: December 31, 2022 December 31, 2021 (In thousands) Level Carrying Amount Fair Value Carrying Amount Fair Value Gross mortgage notes payable and mortgage premium and discounts, net 3 $ 583,817 $ 550,626 $ 590,425 $ 594,348 Credit Facility 3 $ 180,000 $ 179,496 $ 150,000 $ 148,817 Fannie Mae Master Credit Facilities 3 $ 352,047 $ 353,034 $ 355,045 $ 350,710 The fair value of the mortgage notes payable is estimated using a discounted cash flow analysis, based on the Advisor’s experience with similar types of borrowing arrangements, excluding the value of derivatives. Note 7 — Derivatives and Hedging Activities Risk Management Objective of Using Derivatives The Company may use derivative financial instruments, including interest rate swaps, caps, collars, options, floors and other interest rate derivative contracts, to hedge all or a portion of the interest rate risk associated with its borrowings. The principal objective of such arrangements is to minimize the risks and/or costs associated with the Company’s operating and financial structure as well as to hedge specific anticipated transactions. Additionally, in using interest rate derivatives, the Company aims to add stability to interest expense and to manage its exposure to interest rate movements. The Company does not intend to utilize derivatives for speculative purposes or purposes other than interest rate risk management. 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, the Company only enters into derivative financial instruments with counterparties with high credit ratings and with major financial institutions with which the Company, and its affiliates, may also have other financial relationships. The Company does not anticipate that any of its counterparties will fail to meet their obligations. F-31 Table of Contents HEALTHCARE TRUST, INC. AND SUBSIDIARIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS December 31, 2022 The table below presents the fair value of the Company’s derivative financial instruments as well as their classification on the consolidated balance sheets as of December 31, 2022 and 2021: December 31, (In thousands) Balance Sheet Location 2022 2021 Derivatives designated as hedging instruments: Interest rate “pay-fixed” swaps Derivative assets, at fair value $ 36,910 $ — Interest rate “pay-fixed” swaps Derivative liabilities, at fair value $ — $ 13,903 Derivatives not designated as hedging instruments: Interest rate caps Derivative assets, at fair value $ 3,737 $ 174 Cash Flow Hedges of Interest Rate Risk The Company currently has nine interest rate swaps that are designated as cash flow hedges. The interest rate swaps are used as part of the Company’s interest rate risk management strategy. Interest rate swaps designated as cash flow hedges involve the receipt of variable-rate amounts from a counterparty in exchange for the Company making fixed-rate payments over the life of the agreements without exchange of the underlying notional amount. During the years ended December 31, 2022 and 2021, such derivatives were used to hedge the variable cash flows associated with variable-rate debt. The interest rate “pay-fixed” swaps have base interest rates between 1.39 % and 2.32 % with expirations varying through December 2026. The changes in the fair value of derivatives designated and that qualify as cash flow hedges is recorded in accumulated other comprehensive (loss) income and is subsequently reclassified into earnings in the period that the hedged forecasted transaction affects earnings. In connection with the refinancing of the $ 250.0 million loan made by Capital One, National Association and certain other lenders to certain subsidiaries of the OP on June 30, 2017 (the “MOB Loan”), during the fourth quarter of 2019, the Company terminated two interest rate swaps with an aggregate notional amount of $ 250.0 million for a payment of approximately $ 2.2 million. Following these terminations, $ 2.2 million was recorded in AOCI and was being recorded as an adjustment to interest expense over the original term of the two terminated swaps and the MOB Loan prior to its refinancing. For the years ended December 31, 2022, 2021 and 2020, the Company reclassified $ 0.4 million, $ 0.9 million and $ 0.9 million, respectively, from AOCI as increases to interest expense. No amounts remained in AOCI related to these previously terminated swaps as of December 31, 2022. During the year ended December 31, 2022, the Company converted $ 150.0 million of the “pay-fixed” swaps on its Credit Facility and $ 378.5 million of the “pay-fixed” swaps on its mortgages from LIBOR to SOFR. Amounts reported in accumulated other comprehensive (loss) income related to derivatives will be reclassified to interest expense as interest payments are made on the Company’s variable-rate debt. During the next 12 months, from January 1, 2023 through December 31, 2023, the Company estimates that $ 17.4 million will be reclassified from other comprehensive income as a decrease to interest expense relating to the “pay-fixed” swaps designated as derivatives. As of December 31, 2022 and 2021, the Company had the following derivatives that were designated as cash flow hedges of interest rate risk: December 31, 2022 December 31, 2021 Interest Rate Derivative Number of Instruments Notional Amount Number of Instruments Notional Amount (In thousands) (In thousands) SOFR-based interest rate “pay-fixed” swaps 7 $ 528,500 — $ — LIBOR-based interest rate “pay-fixed” swaps 2 50,000 9 578,500 Total interest rate “pay-fixed” swaps 9 $ 578,500 9 $ 578,500 The table below details the location in the financial statements of the loss recognized on interest rate derivatives designated as cash flow hedges for the periods ended December 31, 2022 and 2021: F-32 Table of Contents HEALTHCARE TRUST, INC. AND SUBSIDIARIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS December 31, 2022 Year Ended December 31, (In thousands) 2022 2021 2020 Amount of gain (loss) recognized in accumulated other comprehensive (loss) income on interest rate derivatives $ 50,098 $ 14,322 $ ( 40,614 ) Amount of (loss) gain reclassified from accumulated other comprehensive income into income as interest expense $ ( 1,153 ) $ ( 11,010 ) $ ( 7,999 ) Total amount of interest expense presented in the consolidated statements of operations and comprehensive loss $ 51,740 $ 47,900 $ 51,519 Non-Designated Derivatives These derivatives are used to manage the Company’s exposure to interest rate movements, but the Company has not elected to apply hedge accounting. As of December 31, 2022, we have entered into seven LIBOR interest rate caps with a notional amount of $ 354.6 million (of which six caps were active as of December 31, 2022 and one has a forward start date as of April 2023) which limit 30-day LIBOR borrowings to 3.50 % and have varying expiration dates through April 2024. Beginning in the fourth quarter of 2022, LIBOR exceeded 3.50 % and the Company began receiving payments under these interest rate caps. While the Company does not apply hedge accounting for these interest rate caps, they are economically hedging the Capital One Facility and KeyBank Facility. Changes in the fair value of, and any cash received from, derivatives not designated as hedges under a qualifying hedging relationship are recorded directly to net income (loss) and are presented within gain (loss) on non-designated derivatives in our consolidated statements of operations and comprehensive loss. For the years ended December 31, 2022, 2021 and 2020, gain (loss) on non-designated derivatives were a gain of $ 3.8 million (including cash received of $ 0.3 million), a gain of $ 37,000 and a loss of $ 0.1 million, respectively. The Company had the following outstanding interest rate derivatives that were not designated as a hedges in qualifying hedging relationships as of as of December 31, 2022 and 2021: December 31, 2022 December 31, 2021 Interest Rate Derivatives Number of Instruments Notional Amount (1) Number of Instruments Notional Amount (1) (In thousands) (In thousands) Interest rate caps (2) 7 $ 354,624 9 $ 355,175 (1) Notional amount represents the currently active interest cap contract and excludes one and three inactive cap agreements (included in the instrument count) with aggregate notional amounts of $ 52.6 million and $ 140.8 million as of December 31, 2022 and 2021, respectively, which take effect upon the expiration of similar caps included above and effectively extend the term for the same notional amount. (2) All of the Company’s interest rate cap agreements limit 30-day LIBOR to 3.50 % with terms through April 2024. The actual 30-day LIBOR rates during the fourth quarter of 2022 exceeded the strike price rate of 3.50 % and the Company is currently receiving payments under these agreements. Changes in the fair market value of these non-designated derivatives, as well as any cash received, are presented within gain (loss) on non-designated derivatives in the Company’s consolidated statements of operations and comprehensive income. Offsetting Derivatives The table below presents a gross presentation, the effects of offsetting, and a net presentation of the Company’s derivatives as of December 31, 2022 and 2021. The net amounts of derivative assets or liabilities can be reconciled to the tabular disclosure of fair value. The tabular disclosure of fair value provides the location that derivative assets and liabilities are presented on the consolidated balance sheets. F-33 Table of Contents HEALTHCARE TRUST, INC. AND SUBSIDIARIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS December 31, 2022 Gross Amounts Not Offset in the Consolidated Balance Sheet (In thousands) Gross Amounts of Recognized Assets Gross Amounts of Recognized (Liabilities) Gross Amounts Offset in the Consolidated Balance Sheet Net Amounts of Assets presented in the Consolidated Balance Sheet Financial Instruments Cash Collateral Received Net Amount December 31, 2022 $ 40,647 — — $ 40,647 — — $ 40,647 December 31, 2021 $ 174 — — $ 174 — — $ 174 December 31, 2021 $ — ( 13,903 ) — $ ( 13,903 ) — — $ ( 13,903 ) Credit-risk-related Contingent Features The Company has agreements in place with each of its derivative counterparties that contain a provision where if the Company either defaults or is capable of being declared in default on any of its indebtedness, then the Company could also be declared in default on its derivative obligations. As of December 31, 2022 there were no derivatives in a net liability position. The Company is not required to post any collateral related to these agreements and was not in breach of any agreement provisions. Note 8 — Stockholders’ Equity Common Stock As of December 31, 2022 and 2021, the Company had 105,080,531 and 99,281,754 shares of common stock outstanding, respectively, including unvested restricted shares, shares issued pursuant to the Company’s distribution reinvestment plan (“DRIP”), net of share repurchases, and shares issued as stock dividends since October 2020. Since October 2020, the Company has issued an aggregate of approximately 12.6 million shares in respect to the stock dividends. No other additional shares of common stock were issued during the years ended December 31, 2022 or 2021. References made to weighted-average shares and per-share amounts in the consolidated statements of operations and comprehensive income have been retroactively adjusted to reflect the cumulative increase in shares outstanding due to the stock dividends (including the January 2023 stock dividend), and are noted as such throughout the accompanying financial statements and notes. Any future issuances of stock dividends will also result in retroactive adjustments. See Note 1 — Organization for additional information. On April 1, 2022, the Company published a new estimate of per-share net asset value (“Estimated Per-Share NAV”) as of December 31, 2021, which was approved by the Board on March 28, 2022. The Company intends to publish Estimated Per-Share NAV periodically at the discretion of the Board, provided that such estimates will be made at least once annually unless the Company lists its common stock. Tender Offers On January 9, 2020, the Company announced a tender offer (the “2020 Tender Offer”) to purchase up to 200,000 shares of its common stock for cash at a purchase price equal to $ 8.50 per share with the proration period and withdrawal rights expiring February 7, 2020. The Company made the 2020 Tender Offer in response to an unsolicited offer to stockholders commenced on December 31, 2019. The 2020 Tender Offer expired in accordance with the terms on February 7, 2020. In accordance with the 2020 Tender Offer, the Company accepted for purchase 200,000 shares for a total cost of approximately $ 1.7 million, which was funded with available cash. Share Repurchase Program Under the Company’s share repurchase program (the “SRP”), as amended from time to time, qualifying stockholders are able to sell their shares to the Company in limited circumstances. The SRP permits investors to sell their shares back to the Company after they have held them for at least one year, subject to significant conditions and limitations. Repurchases of shares of the Company’s common stock, when requested, are at the sole discretion of the Board. Under the SRP, subject to certain conditions, only repurchase requests made following the death or qualifying disability of stockholders that purchased shares of the Company’s common stock or received their shares from the Company (directly or indirectly) through one or more non-cash transactions are considered for repurchase. Additionally, pursuant to the SRP, the F-34 Table of Contents HEALTHCARE TRUST, INC. AND SUBSIDIARIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS December 31, 2022 repurchase price per share equals 100 % of the Estimated Per-Share NAV in effect on the last day of the fiscal semester, or the six-month period ending June 30 or December 31. On February 26, 2020, the Company repurchased 505,101 shares of common stock for approximately $ 8.8 million, at an average price per share of $ 17.50 pursuant to the SRP. The repurchases reflect all repurchase requests made in good order following the death or qualifying disability of stockholders during the period commencing July 1, 2019 up to and including December 31, 2019. Pursuant to the SRP, repurchases were to be made in respect of requests made during the periods when the SRP was active during the active periods under the SRP during the six months ending June 30, 2020 - the period from January 1, 2020 to January 8, 2020 and the period from February 26, 2020 up to and including June 30, 2020 - no later than July 31, 2020. On February 26, 2020, the Company repurchased 505,101 shares of common stock for approximately $ 8.8 million, at an average price per share of $ 17.50 pursuant to the SRP. The repurchases reflect all repurchase requests made in good order following the death or qualifying disability of stockholders during the period commencing July 1, 2019 up to and including December 31, 2019. Pursuant to the SRP, repurchases were to be ma de in respect of requests made during the periods when the SRP was active during the active periods under the SRP during the six months ending June 30, 2020 - the period from January 1, 2020 to January 8, 2020 and the period from February 26, 2020 up to and including June 30, 2020 - no later than July 31, 2020. On August 13, 2020, in order to strategically maintain the Company’s liquidity in light of the continued impact of COVID-19 pandemic and to comply with an amendment to the Credit Facility described in Note 5 — Credit Facilities, Net , which restricts the Company from repurchasing shares until no earlier than the Commencement Quarter (which has not yet occurred), the Board determined that, effective on August 14, 2020, repurchases under the SRP would be suspended. The Board also rejected all repurchase requests made during the period from January 1, 2020 until the effectiveness of the suspension of the SRP. No further repurchase requests under the SRP may be made unless and until the SRP is reactivated. No assurances can be made as to when or if the SRP will be reactivated. When a stockholder requests redemption and redemption is approved by the Board, the Company will reclassify such obligation from equity to a liability based on the settlement value of the obligation. Shares repurchased under the SRP have the status of authorized but unissued shares. The table below reflects the number of shares repurchased and the average price per share (retroactively adjusted for the Stock Dividends), under the SRP and does not include any repurchases under tender offers (see above), cumulatively through December 31, 2022: Number of Shares Repurchased Average Price per Share Cumulative repurchases as of December 31, 2021 4,896,620 $ 20.60 Year ended December 31, 2022 — — Cumulative repurchases as of December 31, 2022 4,896,620 20.60 Distribution Reinvestment Plan Pursuant to the DRIP, stockholders may elect to reinvest distributions paid in cash by the Company into shares of common stock. No dealer manager fees or selling commissions are paid with respect to shares purchased under the DRIP. The shares purchased pursuant to the DRIP have the same rights and are treated in the same manner as all of the other shares of outstanding common stock. The Board may designate that certain cash or other distributions be excluded from reinvestment pursuant to the DRIP. The Company has the right to amend the DRIP or terminate the DRIP with ten days ’ notice to participants. Shares issued under the DRIP are recorded as equity in the accompanying consolidated balance sheet in the period distributions are declared. During the years ended December 31, 2022 and 2021, the Company did no t issue any shares of common stock pursuant to the DRIP. During the year ended December 31, 2020, the Company issued 0.9 million shares of common stock pursuant to the DRIP, generating aggregate proceeds of $ 14.6 million. Because shares of common stock are only offered and sold pursuant to the DRIP in connection with the reinvestment of distributions paid in cash, participants in the DRIP will not be able to reinvest in shares thereunder for so long as the Company pays distributions in stock instead of cash. Stockholder Rights Plan F-35 Table of Contents HEALTHCARE TRUST, INC. AND SUBSIDIARIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS December 31, 2022 In May 2020, the Company announced that the Board had approved a stockholder rights plan. In December 2020, the Company issued a dividend of one common share purchase right for each share of its common stock outstanding as authorized by its board of directors in its discretion. Preferred Stock The Company is authorized to issue up to 50,000,000 shares of preferred stock. In connection with an underwritten offering in December 2019 (see details below), the Company classified and designated 1,610,000 shares of its authorized preferred stock as authorized shares of its Series A Preferred Stock as of December 31, 2022. In September 2020, the Board authorized the classification of 600,000 additional shares of the Company’s preferred stock as Series A Preferred Stock in connection with the Preferred Stock Equity Line (as defined below) and in May 2021, the Board authorized the classification of 2,530,000 additional shares of the Company’s preferred stock as Series A Preferred Stock in connection with the offering in May 2021 (described below). The Company had 3,977,144 shares of Series A Preferred Stock issued and outstanding, as of December 31, 2022 and 2021. In connection with an underwritten offering in October 2021, the Company classified and designated 3,680,000 shares of its authorized preferred stock on October 4, 2021 as authorized shares of its 7.125 % Series B Cumulative Redeemable Perpetual Preferred Stock, $ 0.01 par value per share (“Series B Preferred Stock”). As a result of an underwritten offering in October 2021, the Company had 3,630,000 shares of Series B Preferred Stock issued and outstanding as of December 31, 2022 and 2021. Series A Preferred Stock Series A Preferred Stock — Terms Holders of Series A Preferred Stock are entitled to cumulative dividends in the amount of $ 1.84375 per share each year, which is equivalent to the rate of 7.375 % of the $ 25.00 liquidation preference per share per annum. The Series A Preferred Stock has no stated maturity and will remain outstanding indefinitely unless redeemed, converted or otherwise repurchased. On and after December 11, 2024, at any time and from time to time, the Series A Preferred Stock will be redeemable in whole or in part, at the Company’s option, at a cash redemption price of $ 25.00 per share, plus an amount equal to all dividends accrued and unpaid (whether or not authorized or declared), if any, to, but not including, the redemption date. In addition, upon the occurrence of a Delisting Event or a Change of Control (each as defined in the articles supplementary governing the terms of the Series A Preferred Stock (the “Series A Articles Supplementary”)), the Company may, subject to certain conditions, at its option, redeem the Series A Preferred Stock, in whole or in part, after the first date on which the Delisting Event occurred or within 120 days after the first date on which the Change of Control occurred, as applicable, by paying the liquidation preference of $ 25.00 per share, plus an amount equal to all dividends accrued and unpaid (whether or not authorized or declared), if any, to, but not including, the redemption date. Upon the occurrence of a Change of Control during a continuing Delisting Event, unless the Company has elected to exercise its redemption right, holders of the Series A Preferred Stock will have certain rights to convert Series A Preferred Stock into shares of Company’s common stock. In addition, upon the occurrence of a Delisting Event, the dividend rate will be increased on the day after the occurrence of the Delisting Event by 2.00 % per annum to the rate of 9.375 % of the $ 25.00 liquidation preference per share per annum (equivalent to $ 2.34375 per share each year) from and after the date of the Delisting Event. Following the cure of such Delisting Event, the dividend rate will revert to the rate of 7.375 % of the $ 25.00 liquidation preference per share per annum. The necessary conditions to convert the Series A Preferred Stock into common stock have not been met as of December 31, 2022. Therefore, Series A Preferred Stock did not impact Company’s earnings per share calculations for the year ended December 31, 2022, 2021 and 2020. The Series A Preferred Stock ranks senior to common stock, with respect to dividend rights and rights upon the Company’s voluntary or involuntary liquidation, dissolution or winding up. Voting rights for holders of Series A Preferred Stock exist primarily with respect to the ability to elect two additional directors to the board of directors if six or more quarterly dividends (whether or not authorized or declared or consecutive) payable on the Series A Preferred Stock are in arrears, and with respect to voting on amendments to the Company’s charter (which includes the Series A Articles Supplementary) that materially and adversely affect the rights of the Series A Preferred Stock or create additional classes or series of shares of the Company’s capital stock that are senior to the Series A Preferred Stock. Other than the limited circumstances described above and in the Series A Articles Supplementary, holders of Series A Preferred Stock do not have any voting rights. Series A Preferred Stock Add-On Offering F-36 Table of Contents HEALTHCARE TRUST, INC. AND SUBSIDIARIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS December 31, 2022 On May 11, 2021, the Company completed an underwritten public offering of 2,352,144 shares (which includes 152,144 shares issued and sold pursuant to the underwriters’ exercise of their option to purchase additional shares) of its Series A Preferred Stock for net proceeds of $ 56.0 million after deducting the underwriters’ discount, structuring fee and other offering costs aggregating to $ 2.9 million. Pursuant to the terms of the Credit Facility, all proceeds were used to repay amounts outstanding under the Credit Facility. Series A Preferred Units In September 2021, the Company partially funded the purchase of an MOB from an unaffiliated third party by causing the OP to issue 100,000 partnership units in the OP designated as “Series A Preferred Units”. These were recorded at fair value on the date of the acquisition at $ 2.6 million and were included as part of the consideration paid for the acquisition. Additionally, these are considered a non-controlling interest for the Company and were recorded as an increase in non-controlling interests on the consolidated balance sheet (see Note 13 — Non-controlling Interests for additional information). Preferred Stock Equity Line with B. Riley Principal Capital, LLC On September 15, 2020, the Company entered into a preferred stock purchase agreement and registration rights agreement with B. Riley Principal Capital, LLC (“B. Riley”), pursuant to which the Company has the right from time to time to sell up to an aggregate of $ 15 million of shares of its Series A Preferred Stock to B. Riley until December 31, 2023, on the terms and subject to the conditions set forth in the purchase agreement. This arrangement is also referred to as the “Preferred Stock Equity Line.” The Company controls the timing and amount of any sales to B. Riley under the Preferred Stock Equity Line, and B. Riley is obligated to make purchases of up to 3,500 shares of Series A Preferred Stock each time (as may be increased by mutual agreement by the parties) in accordance with the purchase agreement, upon certain terms and conditions being met. The Company sold 15,000 shares under the Preferred Stock Equity Line during the year ended December 31, 2021, resulting in gross proceeds of $ 0.4 million and net proceeds of $ 0.3 million after fees and commissions. In total, the Company incurred $ 1.2 million in costs related to establishing the Preferred Stock Equity Line which were all initially recorded in prepaid expenses and other assets on our consolidated balance sheet. Upon receiving proceeds under the Preferred Stock Equity Line in the third quarter of 2021, the Company reclassified $ 30,000 of these prepaid costs to additional paid in capital in the Company’s consolidated statement of changes in equity as a reduction of the gross proceeds received under the Preferred Stock Equity Line. In the fourth quarter of 2021, the Company determined that it was not probable that additional proceeds would be received from the Preferred Stock Equity Line and later terminated the Preferred Stock Equity Line. As a result, the Company expensed the remaining balance of prepaid costs, which totaled $ 1.2 million, within acquisition and transaction related costs on the consolidated statement of operations and comprehensive income during the year ended December 31, 2021. The Company did not sell any Series A Preferred Stock under the Preferred Stock Equity Line during the year ended December 31, 2020 or through its termination in the year ended December 31, 2021. Series B Preferred Stock Series B Preferred Stock — Terms Holders of Series B Preferred Stock are entitled to cumulative dividends in the amount of $ 1.78125 per share each year, which is equivalent to the rate of 7.125 % of the $ 25.00 liquidation preference per share per annum. The Series B Preferred Stock has no stated maturity and will remain outstanding indefinitely unless redeemed, converted or otherwise repurchased. On and after October 6, 2026, at any time and from time to time, the Series B Preferred Stock will be redeemable in whole or in part, at the Company’s option, at a cash redemption price of $ 25.00 per share, plus an amount equal to all dividends accrued and unpaid (whether or not authorized or declared), if any, to, but not including, the redemption date. In addition, upon the occurrence of a Delisting Event or a Change of Control (each as defined in the articles supplementary governing the terms of the Series B Preferred Stock (the “Series B Articles Supplementary”)), the Company may, subject to certain conditions, at its option, redeem the Series B Preferred Stock, in whole or in part, after the first date on which the Delisting Event occurred or within 120 days after the first date on which the Change of Control occurred, as applicable, by paying the liquidation preference of $ 25.00 per share, plus an amount equal to all dividends accrued and unpaid (whether or not authorized or declared), if any, to, but not including, the redemption date. Upon the occurrence of a Change of Control during a continuing Delisting Event, unless the Company has elected to exercise its redemption right, holders of the Series B Preferred Stock will have certain rights to convert Series B Preferred Stock into shares of Company’s common stock. In addition, upon the occurrence of a Delisting Event, the dividend rate will be increased on the day after the occurrence of the Delisting Event by 2.00 % per annum to the rate of 9.125 % of the $ 25.00 liquidation preference per share per annum (equivalent to $ 2.28125 per share each year) from and after F-37 Table of Contents HEALTHCARE TRUST, INC. AND SUBSIDIARIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS December 31, 2022 the date of the Delisting Event. Following the cure of such Delisting Event, the dividend rate will revert to the rate of 7.125 % of the $ 25.00 liquidation preference per share per annum. The necessary conditions to convert the Series B Preferred Stock into common stock have not been met as of December 31, 2022. Therefore, Series B Preferred Stock did not impact Company’s earnings per share calculations for the year ended December 31, 2022 and 2021. The Series B Preferred Stock ranks on parity with the Company’s Series A Preferred Stock, and senior to its common stock, with respect to dividend rights and rights upon the Company’s voluntary or involuntary liquidation, dissolution or winding up. Voting rights for holders of Series B Preferred Stock exist primarily with respect to the ability to elect two additional directors to the board of directors if six or more quarterly dividends (whether or not authorized or declared or consecutive) payable on the Series B Preferred Stock are in arrears, and with respect to voting on amendments to the Company’s charter (which includes the Series B Articles Supplementary) that materially and adversely affect the rights of the Series B Preferred Stock or create additional classes or series of shares of the Company’s capital stock that are senior to the Series B Preferred Stock. Other than the limited circumstances described above and in the Series B Articles Supplementary, holders of Series B Preferred Stock do not have any voting rights. Underwritten Offering — Series B Preferred Stock On October 6, 2021, the Company completed the initial issuance and sale of 3,630,000 shares (which includes 430,000 shares issued and sold pursuant to the underwriters’ exercise of their option to purchase additional shares) of its 7.125 % Series B Preferred Stock in an underwritten public offering at a public offering price equal to the liquidation preference of $ 25.00 per share. The offering generated gross proceeds of $ 90.8 million and net proceeds of $ 86.8 million, after deducting underwriting discounts, structuring fees and other costs. Pursuant to the terms of the Credit Facility, all proceeds were used to repay amounts outstanding under the Credit Facility. Subject to the terms and conditions set forth in the Credit Facility, the Company may then draw on the Credit Facility to borrow any amounts so repaid. Distributions and Dividends Common Stock In April 2013, the Board authorized, and the Company began paying distributions on a monthly basis at a rate equivalent to $ 1.70 per annum, per share of common stock, which began in May 2013. In March 2017, the Board authorized a decrease in the rate at which the Company pays monthly distributions to stockholders, effective as of April 1, 2017, to a rate equivalent to $ 1.45 per annum per share of common stock. On February 20, 2018, the Board authorized a further decrease in the rate at which the Company pays monthly distributions to stockholders, effective as of March 1, 2018, to a rate equivalent to $ 0.85 per annum per share of common stock. From March 1, 2018 until June 30, 2020, the Company paid monthly distributions to stockholders at a rate equivalent to $ 0.85 per annum per share of common stock. Distributions were payable by the 5th day following each month end to stockholders of record at the close of business each day during the prior month. On August 13, 2020, the Board changed the Company’s common stock distribution policy in order to preserve the Company’s liquidity and maintain additional financial flexibility in light of the continued COVID-19 pandemic and to comply with an amendment to the Credit Facility (see Note 5 — Credit Facility, Net for additional information) which restricts the Company from paying distributions on common stock until no earlier than the quarter ending June 30, 2021. Under the new policy, distributions authorized by the Board on the Company’s shares of common stock, if and when declared, are now paid on a quarterly basis in arrears in shares of the Company’s common stock valued at the Company’s estimated per share net asset value of common stock in effect on the applicable date, based on a single record date to be specified at the beginning of each quarter. The following table details these stock dividends: F-38 Table of Contents HEALTHCARE TRUST, INC. AND SUBSIDIARIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS December 31, 2022 Stock Dividend Declaration Date Stock Dividend Issue Date Quarterly Stock Dividend Rate (per share) October 1, 2020 October 15, 2020 0.013492 January 4, 2021 January 15, 2021 0.013492 April 2, 2021 April 15, 2021 0.014655 July 1, 2021 July 15, 2021 0.014655 October 1, 2021 October 15, 2021 0.014655 January 3, 2022 January 15, 2022 0.014655 April 1, 2022 April 18, 2022 0.014167 July 1, 2022 July 15, 2022 0.014167 October 3, 2022 October 17, 2022 0.014167 January 3, 2023 January 18, 2023 0.014167 Tax Characteristics of Dividends The following table details from a tax perspective the portion of distributions classified as a return of capital, capital gain dividend income and ordinary dividend income, per share per annum, for the year ended December 31, 2020. All common dividends in the years ended December 31, 2022 and 2021, and a portion of common dividends issued in the year ended December 31, 2020, were issued as stock dividends, which do not represent taxable dividends to shareholders for U.S. federal income tax purposes. The cash distributions paid to holders of common stock in the first half of the year ended December 31, 2020 were considered 100% return of capital. All dividends paid on the Series A Preferred Stock and Series B Preferred Stock were considered 100% return of capital for tax purposes for the years ended December 31, 2022, 2021 and 2020. Note 9 — Related Party Transactions and Arrangements As of December 31, 2022 and 2021, the Special Limited Partner owned 10,094 and 9,537 shares, respectively, of the Company’s outstanding common stock. The Advisor and its affiliates may incur and pay costs and fees on behalf of the Company. As of December 31, 2022 and 2021, the Advisor held 90 partnership units in the OP designated as “Common OP Units.” The limited partnership agreement of the OP (as amended from time to time, the “LPA”) allows for the special allocation, solely for tax purposes, of excess depreciation deductions of up to $ 10.0 million to the Advisor, a limited partner of the OP. In connection with this special allocation, the Advisor has agreed to restore a deficit balance in its capital account in the event of a liquidation of the OP and has agreed to provide a guaranty or indemnity of indebtedness of the OP. Fees Incurred in Connection with the Operations of the Company The Second Amended and Restated Advisory Agreement by and among the Company, the OP and the Advisor (as amended, the “Second A&R Advisory Agreement”) took effect on February 17, 2017, and is automatically renewable for another ten-year term upon each ten-year anniversary unless the Second A&R Advisory Agreement is terminated (i) with notice of an election not to renew at least 365 days prior to the applicable tenth anniversary, (ii) in accordance with a change of control (as defined in the Second A&R Advisory Agreement) or a transition to self-management, (iii) by 67 % of the independent directors of the Board for cause, without penalty, with 45 days’ notice or (iv) with 60 days prior written notice by the Advisor for (a) a failure to obtain a satisfactory agreement for any successor to the Company to assume and agree to perform obligations under the Second A&R Advisory Agreement or (b) any material breach of the Second A&R Advisory Agreement of any nature whatsoever by the Company. On July 25, 2019, the Company entered into Amendment No. 1 to the Second A&R Advisory Agreement (the “Advisory Agreement Amendment”) among the Company, the OP, and the Advisor. The Advisory Agreement Amendment was unanimously approved by the Company’s independent directors. Additional information on the Advisory Agreement Amendment is included later in this footnote under “Professional Fees and Other Reimbursements.” Acquisition Expense Reimbursements The Advisor may be reimbursed for services provided for which it incurs investment-related expenses, or insourced expenses. The amount reimbursed for insourced expenses may not exceed 0.5 % of the contract purchase price of each acquired property or 0.5 % of the amount advanced for a loan or other investment. Additionally, the Company reimburses the Advisor for F-39 Table of Contents HEALTHCARE TRUST, INC. AND SUBSIDIARIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS December 31, 2022 third party acquisition expenses. Under the Second A&R Advisory Agreement, total acquisition expenses may not exceed 4.5 % of the contract purchase price of the Company’s portfolio or 4.5 % of the amount advanced for all loans or other investments. This threshold has not been exceeded through December 31, 2022. Asset Management Fees and Variable Management/Incentive Fees Under the LPA and the advisory agreement that was superseded by the 0riginal amended and restated advisory agreement and until March 31, 2015, for its asset management services, the Company issued the Advisor an asset management subordinated participation by causing the OP to issue (subject to periodic approval by the Board) to the Advisor partnership units of the OP designated as “Class B Units” (“Class B Units”). The Class B Units were intended to be profit interests and vest, and no longer are subject to forfeiture, at such time as: (x) the value of the OP’s assets plus all distributions made equals or exceeds the total amount of capital contributed by investors plus a 6.0 % cumulative, pre-tax, non-compounded annual return thereon (the “Economic Hurdle”); (y) any one of the following occurs: (1) a listing; (2) another liquidity event or (3) the termination of the advisory agreement by an affirmative vote of a majority of the Company’s independent directors without cause; and (z) the Advisor is still providing advisory services to the Company (the “Performance Condition”). Unvested Class B Units will be forfeited immediately if: (a) the advisory agreement is terminated for any reason other than a termination without cause; or (b) the advisory agreement is terminated by an affirmative vote of a majority of the Company’s independent directors without cause before the Economic Hurdle has been met. Subject to approval by the Board, the Class B Units were issued to the Advisor quarterly in arrears pursuant to the terms of the LPA. The number of Class B Units issued in any quarter was equal to: (i) the excess of (A) the product of (y) the cost of assets multiplied by (z) 0.1875 % over (B) any amounts payable as an oversight fee (as described below) for such calendar quarter; divided by (ii) the value of one share of common stock as of the last day of such calendar quarter, which was initially equal to $ 22.50 (the price in the Company’s initial public offering of common stock minus the selling commissions and dealer manager fees). The value of issued Class B Units will be determined and expensed when the Company deems the achievement of the Performance Condition to be probable. As of December 31, 2022, the Company determined that achieving the Performance Condition was not yet considered probable for accounting purposes. The Advisor receives cash distributions on each issued Class B Unit equivalent to the cash distribution paid, if any on the Company’s common stock. These cash distributions on Class B Units are included in general and administrative expenses in the consolidated statement of operations and comprehensive loss until the Performance Condition is considered probable to occur. Stock Dividends do not cause the OP to issue additional Class OP Units, rather, the redemption ratio to common stock is adjusted. The Board has previously approved the issuance of 359,250 Class B Units to the Advisor in connection with this arrangement. The Board determined in February 2018 that Economic Hurdle had been satisfied, however none of the events have occurred, including a listing of the Company’s common stock on a national securities exchange, which would have satisfied the other vesting requirement of the Class B Units. Therefore, no expense has ever been recognized in connection with the Class B Units. On May 12, 2015, the Company, the OP and the Advisor entered into an amendment to the then-current advisory agreement, which, among other things, provided that the Company would cease causing the OP to issue Class B Units to the Advisor with respect to any period ending after March 31, 2015. Effective February 17, 2017, the Second A&R Advisory Agreement requires the Company to pay the Advisor a base management fee, which is payable on the first business day of each month. The fixed portion of the base management fee is equal to $ 1.625 million per month, while the variable portion of the base management fee is equal to one-twelfth of 1.25 % of the cumulative net proceeds of any equity (including convertible equity and certain convertible debt but excluding proceeds from the DRIP) issued by the Company and its subsidiaries subsequent to February 17, 2017 per month. There are no variable management fees earned from the issuance of common stock dividends. The base management fee is payable to the Advisor or its assignees in cash, Common OP Units or shares, or a combination thereof, the form of payment to be determined at the discretion of the Advisor and the value of any Common OP Unit or share to be determined by the Advisor acting in good faith on the basis of such quotations and other information as it considers, in its reasonable judgment, appropriate. In addition, the Second A&R Advisory Agreement requires the Company to pay the Advisor a variable management/incentive fee quarterly in arrears equal to (1) the product of fully diluted shares common stock outstanding multiplied by (2) (x) 15.0 % of the applicable prior quarter’s Core Earnings (as defined below) per share in excess of $ 0.375 per share plus (y) 10.0 % of the applicable prior quarter’s Core Earnings per share in excess of $ 0.47 per share. Core Earnings is defined as, for the applicable period, net income or loss, computed in accordance with GAAP, excluding non-cash equity compensation expense, the variable management/incentive fee, acquisition and transaction related fees and expenses, financing related fees and expenses, depreciation and amortization, realized gains and losses on the sale of assets, any unrealized gains or losses or other non-cash items recorded in net income or loss for the applicable period, regardless of whether such items are included in F-40 Table of Contents HEALTHCARE TRUST, INC. AND SUBSIDIARIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS December 31, 2022 other comprehensive income or loss, or in net income, one-time events pursuant to changes in GAAP and certain non-cash charges, impairment losses on real estate related investments and other than temporary impairments of securities, amortization of deferred financing costs, amortization of tenant inducements, amortization of straight-line rent and any associated bad debt reserves, amortization of market lease intangibles, provision for loss loans, and other non-recurring revenue and expenses (in each case after discussions between the Advisor and the independent directors and approved by a majority of the independent directors). The variable management/incentive fee is payable to the Advisor or its assignees in cash or shares, or a combination of both, the form of payment to be determined in the sole discretion of the Advisor and the value of any share to be determined by the Advisor acting in good faith on the basis of such quotations and other information as it considers, in its reasonable judgment, appropriate. No variable management incentive fee was incurred for the years ended December 31, 2022, 2021 and 2020. Property Management Fees Unless the Company contracts with a third party, the Company pays the Property Manager a property management fee on a monthly basis, equal to 1.5 % of gross revenues from the Company’s stand-alone single-tenant net leased properties managed and 2.5 % of gross revenues from all other types of properties managed, plus market-based leasing commissions applicable to the geographic location of the property. The Company also reimburses the Property Manager for property level expenses incurred by the Property Manager. The Property Manager may charge a separate fee for the one-time initial rent-up or leasing-up of newly constructed properties in an amount not to exceed the fee customarily charged in arm’s length transactions by others rendering similar services in the same geographic area for similar properties, and the Property Manager is allowed to receive a higher property management fee in certain cases if approved by the Company’s Board of Directors (including a majority of the independent directors). If the Company contracts directly with third parties for such services, the Company will pay the third party customary market fees and will pay the Property Manager an oversight fee of 1.0 % of the gross revenues of the property managed by the third party. In no event will the Company pay the Property Manager or any affiliate of the Property Manager both a property management fee and an oversight fee with respect to any particular property. If the Property Manager provides services other than those specified in the Property Management Agreement, the Company will pay the Property Manager a monthly fee equal to no more than that which the Company would pay to a third party that is not an affiliate of the Company or the Property Manager to provide the services. On February 17, 2017, the Company entered into the Amended and Restated Property Management and Leasing Agreement (the “A&R Property Management Agreement”) with the OP and the Property Manager. The A&R Property Management Agreement automatically renews for successive one-year terms unless any party provides written notice of its intention to terminate the A&R Property Management Agreement at least 90 days prior to the end of the term. Neither party has provided notice of intent to terminate. The current term of the A&R Property Management Agreement expires February 17, 2023. The Property Manager may assign the A&R Property Management Agreement to any party with expertise in commercial real estate which has, together with its affiliates, over $ 100.0 million in assets under management. On April 10, 2018, in connection with the Multi-Property CMBS Loan, the Company and the OP entered into a further amendment to the A&R Property Management Agreement confirming, consistent with the intent of the parties, that the borrowers under the Multi-Property CMBS Loan and other subsidiaries of the OP that own or lease the Company’s properties are the direct obligors under the arrangements pursuant to which the Company’s properties are managed by either the Property Manager or a third party overseen by the Property Manager pursuant to the A&R Property Management Agreement. See the Mortgage Notes Payable table included in Note 4 — Mortgage Notes Payable, Net for additional information on the Multi- Property CMBS Loan. Professional Fees and Other Reimbursements The Company reimburses the Advisor’s costs of providing administrative services including personnel costs, except for costs to the extent that the employees perform services for which the Advisor receives a separate fee. This reimbursement includes reasonable overhead expenses for employees of the Advisor or its affiliates directly involved in the performance of services on behalf of the Company, including the reimbursement of rent expense at certain properties that are both occupied by employees of the Advisor or its affiliates and owned by affiliates of the Advisor. During the year ended December 31, 2022, 2021 and 2020, the Company incurred $ 8.8 million, $ 9.4 million and $ 12.1 million, respectively, of reimbursement expenses from the Advisor for providing administrative services. These reimbursement expenses are included in general and administrative expense on the consolidated statements of operations and comprehensive income (loss). In September 2022, the Advisor terminated certain of its employees who provided services to the Company and for which the Company reimbursed the F-41 Table of Contents HEALTHCARE TRUST, INC. AND SUBSIDIARIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS December 31, 2022 Advisor for salaries and benefits. In connection with the termination, the Company recognized a compensation charge, net of adjustments for previously accrued bonuses, of $ 0.3 million in the third quarter of 2022. On July 25, 2019, the Company entered into the Advisory Agreement Amendment. Under the Advisory Agreement Amendment, including prior to the Advisory Agreement Amendment, the Company has been required to reimburse the Advisor for, among other things, reasonable salaries and wages, benefits and overhead of all employees of the Advisor or its affiliates, except for costs of employees to the extent that the employees perform services for which the Advisor receives a separate fee. The Advisory Agreement Amendment clarifies that, with respect to executive officers of the Advisor, the Company is required to reimburse the Advisor or its affiliates for the reasonable salaries and wages, benefits and overhead of the Company’s executive officers, other than for any executive officer that is also a partner, member or equity owner of AR Global, an affiliate of the Advisor. Further, under the Advisory Agreement Amendment, the aggregate amount of expenses relating to salaries, wages and benefits, including for executive officers and all other employees of the Advisor or its affiliates (the “Capped Reimbursement Amount”), is limited to the greater of: (a) a fixed component (the “Fixed Component”) and (b) a variable component (the “Variable Component”). Both the Fixed Component and the Variable Component increase by an annual cost of living adjustment equal to the greater of (x) 3.0 % and (y) the CPI, as defined in the Advisory Agreement Amendment for the prior year ended December 31st. Initially, for the year ended December 31, 2020; (a) the Fixed Component was equal to $ 6.8 million and (b) the Variable Component was equal to (i) the sum of the total real estate investments, at cost as recorded on the balance sheet dated as of the last day of each fiscal quarter (the “Real Estate Cost”) in the year divided by four , which amount is then (ii) multiplied by 0.29 %. If the Company sells real estate investments aggregating an amount equal to or more than 25.0 % of Real Estate Cost, in one or a series of related dispositions in which the proceeds of the disposition(s) are not reinvested in Investments (as defined in the Advisory Agreement Amendment), then within 12 months following the disposition(s), the Advisory Agreement Amendment requires the Advisor and the Company to negotiate in good faith to reset the Fixed Component; provided that if the proceeds of the disposition(s) are paid to shareholders of the Company as a special distribution or used to repay loans with no intent of subsequently re-financing and re-investing the proceeds thereof in Investments, the Advisory Agreement amendment requires these negotiations within 90 days thereof, in each case taking into account reasonable projections of reimbursable costs in light of the Company’s reduced assets. The Company paid approximately $ 2.5 million in 2019 to the Advisor or its affiliates as reimbursement for bonuses of employees of the Advisor or its affiliates who provided administrative services during the calendar year 2019, prorated for the time spent working on matters relating to the Company. The Company does not reimburse the Advisor or its affiliates for any bonus amounts relating to time dedicated to the Company by Edward M. Weil, Jr., the Company’s Chief Executive Officer. The Advisor formally awarded 2019 bonuses to employees of the Advisor or its affiliates in September 2020 (the “2019 Bonus Awards”). The original estimate for bonuses recorded and paid to the Advisor in 2019 exceeded the cash portion of the 2019 Bonus Awards to be paid to employees of the Advisor or its affiliates and to be reimbursed by the Company by $ 1.2 million. As a result, during the three months ended September 30, 2020, the Company recorded a receivable from the Advisor of $ 1.2 million in prepaid expenses and other assets on the consolidated balance sheet and a corresponding reduction in general and administrative expenses. Pursuant to authorization by the independent members of the Company’s board of directors, the $ 1.2 million receivable was being paid back to the Company over a 10-month period from January 2021 through October 2021. As of December 31, 2021, all of this amount had been repaid by the Advisor. During the second quarter of 2021, the Advisor finalized the amounts and form of the 2020 bonuses previously estimated (the “2020 Bonus Awards”) to be paid to the employees of the Advisor or its affiliates who provided administrative services during such calendar year, prorated for the time spent working on matters relating to the Company. The 2020 Bonus Awards are being paid by the Advisor over a ten-month period from June 2021 to April 2022. The final amounts exceeded the amounts previously paid by the Company to the Advisor for estimated 2020 bonuses by approximately $ 1.0 million for the following reasons (i) forfeitures of bonuses related to employees of the Advisor or its affiliates who were terminated or resigned prior to payment (including the Company’s former chief financial officer) and (ii) a general reduction in final bonuses for remaining personnel due to on-going negative impacts of the COVID-19 pandemic. As a result, during the second quarter of 2021, the Company recorded a receivable from the Advisor of $ 1.0 million, which is recorded in prepaid expenses and other assets on the consolidated balance sheet and a corresponding reduction in general administrative expenses. Pursuant to authorization by the independent members of the Company’s board of directors, the $ 1.0 million receivable is required to be repaid to the Company F-42 Table of Contents HEALTHCARE TRUST, INC. AND SUBSIDIARIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS December 31, 2022 on a pro rata basis over a six-month period from November 2021 through April 2022. As of December 31, 2022, the entire amount has been repaid by the Advisor. Reimbursements for the cash portion of 2021 bonuses paid by the Advisor to employees of the Advisor or its affiliates were expensed and reimbursed on a monthly basis during 2021, and 2022 bonuses were expensed and reimbursed on a monthly basis during 2022 in accordance with estimates provided by the Advisor. Generally, prior to the 2019 Bonus Awards, employee bonuses have been formally awarded to employees of the Advisor or its affiliates in March as an all - cash award and paid out by the Advisor in the year subsequent to the year in which services were rendered to the Company. In December 2020, after mediation on October 27, 2020, the Advisor agreed to a settlement with the Company’s former chief executive officer for severance claims related to his termination in 2018. Pursuant to the settlement, among other parties, the Advisor advised the Company that the Company and its directors and officers were released from any and all actions or claims the former chief executive officer now has or may ever have against them. Prior to the agreement, the Advisor did not believe any settlement was probable. In consideration of the release, among other things, and upon the recommendation of its nominating and corporate governance committee, which determined that the reimbursement was advisable and fair to, and in the best interest of, the Company, the Company’s board of directors approved the reimbursement by the Company to the Advisor of severance payments and legal costs relating to this settlement and determined that the reimbursement for those payments and costs would not be subject to (and therefore would not be aggregated with other reimbursements that are subject to) the Capped Reimbursement Amount. The Company recorded approximately $ 2.2 million of expenses for the reimbursement which is included in general and administrative expenses in the consolidated statement of operations and comprehensive loss for the year ended December 31, 2020. Summary of fees, expenses and related payables The following table details amounts incurred and payable in connection with the Company’s operations-related services described above as of and for the periods presented: Year Ended December 31, Payable (Receivable) as of 2022 2021 2020 December 31, (In thousands) Incurred Incurred Incurred 2022 2021 One-time fees and reimbursements: Acquisition cost reimbursements $ 23 $ 90 $ 81 $ 5 $ 23 Ongoing fees and reimbursements: Asset management fees 21,831 20,710 19,987 — — Property management fees (4) 4,200 3,749 4,197 3 24 Professional fees and other reimbursements (1) (3) 8,820 9,386 12,102 39 ( 70 ) Professional fees credit due from Advisor — ( 1,030 ) ( 1,217 ) — ( 859 ) (2) Distributions on Class B Units — — 178 — — Total related party operation fees and reimbursements $ 34,874 $ 32,905 $ 35,328 $ 47 $ ( 882 ) _________ (1) Included in general and administrative expenses in the consolidated statements of operations. Includes $ 6.0 million, $ 6.2 million and $ 5.6 million subject to the Capped Reimbursement Amount for the years ended December 31, 2022, 2021 and 2020, respectively. (2) Balance as of December 31, 2021 includes a receivable of $ 0.9 million from the Advisor related to the overpayment of 2020 Bonus Awards, which, pursuant to authorization by the independent members of the Company’s board of directors, was required to be repaid to the Company on a pro rata basis over a six-month period from November 2021 through April 2022. (3) During the year ended December 31, 2020 the Company recorded approximately $ 2.2 million of expense reimbursements to the Advisor for severance payments and related legal costs relating to the termination of its former Chief Executive Officer. (4) Inclusive of $ 0.7 million and $ 0.3 million of leasing commissions which are included in prepaid expenses and other assets on the consolidated balance sheet as of December 31, 2022 and 2021. Fees and Participations Incurred in Connection with a Listing or the Liquidation of the Company’s Real Estate Assets Fees Incurred in Connection with a Listing If the common stock of the Company is listed on a national exchange, the Special Limited Partner will be entitled to receive a promissory note as evidence of its right to receive a subordinated incentive listing distribution from the OP equal to 15.0 % of the amount by which the market value of all issued and outstanding shares of common stock plus distributions F-43 Table of Contents HEALTHCARE TRUST, INC. AND SUBSIDIARIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS December 31, 2022 exceeds the aggregate capital contributed plus an amount equal to a 6.0 % cumulative, pre-tax non-compounded annual return to investors in the Company’s initial public offering of common stock. No such distribution was incurred during the years ended December 31, 2022, 2021 and 2020. If the Special Limited Partner or any of its affiliates receives the subordinated incentive listing distribution the Special Limited Partner and its affiliates will no longer be entitled to receive the subordinated participation in net sales proceeds or the subordinated incentive termination distribution described below. Subordinated Participation in Net Sales Proceeds Upon a liquidation or sale of all or substantially all of the Company’s assets, including through a merger or sale of stock, the Special Limited Partner will be entitled to receive a subordinated participation in the net sales proceeds of the sale of real estate assets from the OP equal to 15.0 % of remaining net sale proceeds after return of capital contributions to investors in the Company’s initial public offering of common stock plus payment to investors of a 6.0 % cumulative, pre-tax non-compounded annual return on the capital contributed by investors. No such participation in net sales proceeds became due and payable during the years ended December 31, 2022, 2021 and 2020. Any amount of net sales proceeds paid to the Special Limited Partner or any of its affiliates prior to the Company’s listing or termination or non-renewal of the advisory agreement with the Advisor, as applicable, will reduce dollar for dollar the amount of the subordinated incentive listing distribution described above and subordinated incentive termination distribution described below. Termination Fees Under the operating partnership agreement of the OP, upon termination or non-renewal of the advisory agreement with the Advisor, wi th or without cause, the Special Limited Partner will be entitled to receive a promissory note as evidence of its right to receive subordinated termination dist ributions from the OP equal to 15.0 % of the amount by which the sum of the Company’s market value plus distributions exceeds the sum of the aggregate capital contributed plus an amount equal to a 6.0 % cumulative, pre-tax, non-compounded annual return to investors in the Company’s initial public offering of common stock. The Special Limited Partner is able to elect to defer its right to receive a subordinated distribution upon termination until either a listing on a national securities exchange or other liquidity event occurs. If the Special Limited Partner or any of its affiliates receives the subordinated incentive termination distribution, the Special Limited Partner and its affiliates will no longer be entitled to receive the subordinated participation in net sales proceeds or the subordinated incentive listing distribution described above. Under the Advisory Agreement Amendment, upon the termination or non-renewal of the agreement, the Advisor is entitled to receive from the Company all amounts due to the Advisor, including any change of control fee and transition fee (both described below), as well as the then-present fair market value of the Advisor’s interest in the Company. All fees will be due within 30 days after the effective date of the termination of the Advisory Agreement Amendment. Upon a termination by either party in connection with a change of control (as defined in the Advisory Agreement Amendment), the Company would be required to pay the Advisor a change of control fee equal to the product of four and the “Subject Fees” described below. Upon a termination by the Company in connection with a transition to self-management, the Company would be required to pay the Advisor a transition fee equal to (i) $ 15.0 million plus (ii) the product of four multiplied by the Subject Fees, provided that the transition fee shall not exceed an amount equal to 4.5 multiplied by the Subject Fees. The Subject Fees are equal to (i) the product of four multiplied by the actual base management fee plus (ii) the product of four multiplied by the actual variable management/incentive fee, in each of clauses (i) and (ii), payable for the fiscal quarter immediately prior to the fiscal quarter in which the change of control occurs or the transition to self-management, as applicable, is consummated, plus (iii) without duplication, the annual increase in the base management fee resulting from the cumulative net proceeds of any equity raised (but excluding proceeds from the DRIP) in respect to the fiscal quarter immediately prior to the fiscal quarter in which the change of control occurs or the transition to self-management, as applicable, is consummated. Note 10 — Economic Dependency Under various agreements, the Company has engaged or will engage the Advisor, its affiliates and entities under common control with the Advisor to provide certain services that are essential to the Company, including asset management services, supervision of the management and leasing of properties owned by the Company and asset acquisition and disposition decisions, as well as other administrative responsibilities for the Company including accounting services and investor relations. As a result of these relationships, the Company is dependent upon the Advisor and its affiliates. In the event that the Advisor and its affiliates are unable to provide the Company with the respective services, the Company will be required to find alternative providers of these services. F-44 Table of Contents HEALTHCARE TRUST, INC. AND SUBSIDIARIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS December 31, 2022 Note 11 — Equity-Based Compensation Restricted Share Plan The Company has adopted an employee and director incentive restricted share plan (as amended from time to time, the “RSP”), which provides the Company with the ability to grant awards of restricted shares of common stock (“restricted shares”) to the Company’s directors, officers and employees (if the Company ever has employees), employees of the Advisor and its affiliates, employees of entities that provide services to the Company, directors of the Advisor or of entities that provide services to the Company, certain consultants to the Company and the Advisor and its affiliates or to entities that provide services to the Company. The total number of shares of common stock that may be subject to awards granted under the RSP may not exceed 5.0 % of the Company’s outstanding shares of common stock on a fully diluted basis at any time and in any event will not exceed 3.6 million shares (as such number may be further adjusted for stock splits, stock dividends, combinations and similar events). Restricted shares vest on a straight-line basis over periods of three to five years and may not, in general, be sold or otherwise transferred until restrictions are removed and the shares have vested. Holders of restricted shares may receive cash distributions prior to the time that the restrictions on the restricted shares have lapsed. Any distributions payable in shares of common stock are subject to the same restrictions as the underlying restricted shares. The following table reflects the amount of restricted shares outstanding as of December 31, 2022 and activity for the period presented: Number of Common Shares Weighted-Average Issue Price Unvested, December 31, 2019 277,241 $ 21.18 Stock dividend 2,878 15.75 Granted — — Vested ( 64,735 ) 21.18 Forfeitures — — Unvested, December 31, 2020 215,384 21.11 Stock Dividend 12,646 14.79 Granted — Vested ( 68,603 ) 19.72 Forfeitures — — Unvested, December 31, 2021 159,427 21.21 Stock dividend 8,313 14.86 Granted — — Vested ( 70,397 ) 23.67 Forfeitures — — Unvested, December 31, 2022 97,343 18.89 As of December 31, 2022, the Company had $ 1.5 million of unrecognized compensation cost related to unvested restricted share awards granted under the RSP. That cost is expected to be recognized over a weighted-average period of 1.6 years. Compensation expense related to restricted shares was $ 1.2 million, $ 1.3 million and $ 1.3 million during the years ended December 31, 2022, 2021 and 2020, respectively. Other Share-Based Compensation The Company may issue common stock in lieu of cash to pay fees earned by the Company’s directors at the respective director’s election. There are no restrictions on shares issued in lieu of cash compensation since these payments in lieu of cash relate to fees earned for services performed. No such shares were issued during the years ended December 31, 2022, 2021 and 2020. F-45 Table of Contents HEALTHCARE TRUST, INC. AND SUBSIDIARIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS December 31, 2022 Note 12 — Accumulated Other Comprehensive Income (Loss) The following table illustrates the changes in accumulated other comprehensive income (loss) as of and for the periods presented: (In thousands) Unrealized Gains (Losses) on Designated Derivative Balance, December 31, 2019 $ ( 7,043 ) Other comprehensive loss, before reclassifications ( 40,614 ) Amount of loss reclassified from accumulated other comprehensive income (loss) 7,999 Rebalancing of ownership percentage ( 15 ) Balance, December 31, 2020 ( 39,673 ) Other comprehensive income, before reclassifications 14,322 Amount of loss reclassified from accumulated other comprehensive income (loss) 11,010 Balance, December 31, 2021 ( 14,341 ) Other comprehensive income, before reclassifications 50,098 Amount of loss reclassified from accumulated other comprehensive income (loss) 1,153 Balance, December 31, 2022 $ 36,910 Accumulated other comprehensive income (loss) predominately relates to the unrealized gains (losses) on designated derivatives, however, as previously discussed in Note 7 — Derivatives and Hedging , a previously designated hedge was terminated and the termination costs are being amortized over the term of the hedged item. The unamortized portion of the terminated swap still remaining in accumulated other comprehensive (loss) income was $ 0.4 million as of December 31, 2021. The terminated swap was fully amortized within the year ending December 31, 2022. Note 13 — Non-Controlling Interests Non-controlling interests on the Company’s consolidated balance sheet is comprised of the following: Balance as of December 31, (In thousands) 2022 2021 Series A Preferred Units held by third parties $ 2,578 $ 2,578 Common OP Units held by third parties 3,584 3,758 Total Non-controlling Interests in the OP 6,162 6,336 Non-controlling interests in property owning subsidiaries 389 368 Total Non-controlling Interests $ 6,551 $ 6,704 Non-Controlling Interests in the Operating Partnership For preferred and common shares issued by the Company, the Company typically issues mirror securities with substantially equivalent economic rights between the Company and the OP. The securities held by the Company are eliminated in consolidation. Series A Preferred OP Units The Company is the sole general partner and holds substantially all of the Series A Preferred Units. In September 2021, the Company partially funded the purchase of a MOB from an unaffiliated third party by causing the OP to issue 100,000 Series A Preferred Units, with a face value of $ 25.00 per unit, which were recorded at issuance at a then fair value of $ 2.6 million, or $ 25.78 per unit, to the unaffiliated third party. A holder of Series A Preferred Units has the right to receive cash distributions equivalent to the cash distributions, if any, on the Company’s Series A Preferred Stock. After holding the Series A Preferred Units for a period of one year , a holder of Series A Preferred Units has the right to redeem Series A Preferred Units for, at the option of the OP, the corresponding number of shares of the Company’s Series A Preferred Stock, or the cash equivalent. The remaining rights of the limited partners in the F-46 Table of Contents HEALTHCARE TRUST, INC. AND SUBSIDIARIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS December 31, 2022 OP are limited, however, and do not include the ability to replace the general partner or to approve the sale, purchase or refinancing of the OP’s assets. During the year ended December 31, 2022 and 2021, Series A Preferred Unit holders were paid distributions of $ 0.2 million and $ 46,000 , respectively. Common OP Units The Company is the sole general partner and holds substantially all of the Common OP Units. As of December 31, 2022 and 2021, the Advisor held 90 Common OP Units, which represents a nominal percentage of the aggregate ownership in the OP. In November 2014, the Company partially funded the purchase of an MOB from an unaffiliated third party by causing the OP to issue 405,908 Common OP Units, with an initial value of $ 10.1 million, or $ 25.00 per unit, to the unaffiliated third party. A holder of Common OP Units has the right to receive cash distributions equivalent to the cash distributions, if any, on the Company’s common stock in an amount retroactively adjusted to reflect the Stock Dividends, other stock dividends and other similar events. After holding the Common OP Units for a period of one year , a holder of Common OP Units has the right to redeem Common OP Units for, at the option of the OP, the corresponding number of shares of the Company’s common stock, as retroactively adjusted for the Stock Dividends, other stock dividends and other similar events, or the cash equivalent. The remaining rights of the limited partners in the OP are limited, however, and do not include the ability to replace the general partner or to approve the sale, purchase or refinancing of the OP’s assets. During the years ended December 31, 2022 and 2021, Common OP Unit non-controlling interest holders were no t paid any cash distributions. During the year ended December 31, 2020, Common OP Unit non-controlling interest holders were paid distributions of $ 0.2 million. Stock Dividends do not cause the OP to issue additional Common OP Units, rather, the redemption ratio to common stock is adjusted. The 405,908 Common OP Units outstanding as of December 31, 2022 would be redeemable for 467,498 shares of common stock, giving effect to adjustments for the impact of the Stock Dividends through January 2023. Non-Controlling Interests in Property Owning Subsidiaries The Company also has investment arrangements with other unaffiliated third parties whereby such investors receive an ownership interest in certain of the Company’s property-owning subsidiaries and are entitled to receive a proportionate share of the net operating cash flow derived from the subsidiaries’ property. Upon disposition of a property subject to non-controlling interest, the investor will receive a proportionate share of the net proceeds from the sale of the property. The investor has no recourse to any other assets of the Company. Due to the nature of the Company’s involvement with these arrangements and the significance of its investment in relation to the investment of the third party, the Company has determined that it controls each entity in these arrangements and therefore the entities related to these arrangements are consolidated within the Company’s financial statements. A non-controlling interest is recorded for the investor’s ownership interest in the properties. On November 4, 2020, the Company purchased all of the outstanding the membership interests in the joint venture that owns the UnityPoint Clinics in Muscatine, Iowa and Moline, Illinois for approximately $ 0.6 million, funded with cash on hand. Following this transaction, the properties were wholly owned by the Company and added to the borrowing base under the Credit Facility. The following table summarizes the activity related to investment arrangements with unaffiliated third parties. Third Party Net Investment Amount Non-Controlling Ownership Percentage Net Real Estate Assets Subject to Investment Arrangement Distributions Property Name As of December 31, As of December 31, As of December 31, Year Ended December 31, (Dollar amounts in thousands) Investment Date 2022 2022 2022 2021 2022 2021 2020 Plaza Del Rio Medical Office Campus Portfolio (1) May 2015 $ 389 2.5 % $ 12,455 $ 12,925 $ — $ — $ — _____________ (1) One property within the Plaza Del Rio Medical Office Campus Portfolio was mortgaged as part of the Multi-Property CMBS Loan. See Note 4 - Mortgage Notes Payable for additional information. F-47 Table of Contents HEALTHCARE TRUST, INC. AND SUBSIDIARIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS December 31, 2022 Note 14 — Net Loss Per Share The following is a summary of the basic and diluted net loss per share computation for the years ended December 31, 2022, 2021 and 2020 and has been retroactively adjusted to reflect the stock dividends (see Note 1 — Organization for additional details): Year Ended December 31, 2022 2021 2020 Net loss attributable to stockholders (in thousands) $ ( 93,285 ) $ ( 92,942 ) $ ( 78,781 ) Basic and diluted weighted-average shares outstanding (1) 106,428,154 106,354,994 106,119,937 Basic and diluted net loss per share (1) $ ( 0.88 ) $ ( 0.87 ) $ ( 0.74 ) (1) Retroactively adjusted for the effects of the stock dividends. See Note 1 — Organization and Note 8 — Stockholder’s Equity for additional information. Diluted net loss per share assumes the conversion of all common stock equivalents into an equivalent number of shares of common stock, unless the effect is antidilutive. The Company considers unvested restricted shares, Common OP Units and Class B Units to be common share equivalents. The Company had the following common stock equivalents on a weighted-average basis that were excluded from the calculation of diluted net loss per share attributable to stockholders as their effect would have been antidilutive. The amounts in the table below have been retroactively adjusted to reflect the stock dividends (see Note 1 — Organization for additional details): December 31, 2022 2021 2020 Unvested restricted shares (1) 141,364 214,520 288,965 Common OP Units (2) 467,602 467,602 467,602 Class B Units (3) 413,760 413,760 413,760 Total weighted average antidilutive common share equivalents 1,022,726 1,095,882 1,170,327 ________ (1) Weighted average number of antidilutive unvested restricted shares outstanding for the periods presented. There were 97,343 , 159,427 and 215,384 unvested restricted shares outstanding as of December 31, 2022, 2021 and 2020, respectively. (2) Weighted average number of antidilutive Common OP Units presented as shares outstanding for the periods presented, at the current conversion rate as retroactively adjusted for the effects of the stock dividends. There were 405,998 Common OP Units outstanding as of December 31, 2022, 2021 and 2020. (3) Weighted average number of antidilutive Class B Units presented as shares outstanding for the periods presented, at the current conversion rate as retroactively adjusted for the effects of the stock dividends. There were 359,250 Class B Units outstanding as of December 31, 2022, 2021 and 2020. Note 15 — Segment Reporting The disclosures below for the years ended December 31, 2022, 2021 and 2020, are presented for the Company’s two reportable business segments for management and internal financial reporting purposes: MOBs and SHOPs. Prior to December 31, 2021, the Company had three reportable segments 1) medical office and outpatient buildings (“Former MOBs”), 2) triple net-leased healthcare properties (“Former NNN”) and 3) SHOPs. Culminating in the year ended December 31, 2021, the Company has completed several strategic property divestitures from the Company’s Former NNN segment and transitioned certain properties previously reported in the Company’s Former NNN segment into the Company’s SHOP segment. The remaining Former NNN properties are similar in nature, cash flows, and risk structure with the Former MOB segment and are managed operationally and reported collectively by the Company’s management. Accordingly, in the fourth quarter of 2021, the Company reevaluated its segments and concluded that it had two reportable segments. The Company combined the properties in its Former NNN segment with the properties in its Former MOB segment for segment reporting. All prior periods presented in the tables below have been conformed to the presentation of the Company’s new reportable segment structure. The Company evaluates performance and makes resource allocations based on its two business segments. The medical office building segment primarily consists of MOBs leased to healthcare-related tenants under long-term leases, which may require such tenants to pay a pro rata share of property-related expenses as well as seniors housing properties, hospitals, inpatient rehabilitation facilities and skilled nursing facilities under long-term leases, under which tenants are generally responsible to directly pay property-related expenses. The SHOP segment consists of direct investments in seniors housing properties, primarily providing assisted living, independent living and memory care services, which are operated through engaging independent third-party operators. F-48 Table of Contents HEALTHCARE TRUST, INC. AND SUBSIDIARIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS December 31, 2022 Net Operating Income The Company evaluates the performance of the combined properties in each segment based on net operating income (“NOI”). NOI is defined as total revenues from tenants, less property operating and maintenance expense. NOI excludes all other items of expense and income included in the financial statements in calculating net income (loss). The Company uses NOI to assess and compare property level performance and to make decisions concerning the operation of the properties. The Company believes that NOI is useful as a performance measure because, when compared across periods, NOI reflects the impact on operations from trends in occupancy rates, rental rates, operating expenses and acquisition activity on an unleveraged basis, providing perspective not immediately apparent from net income (loss). NOI excludes certain components from net income (loss) in order to provide results that are more closely related to a property’s results of operations. For example, interest expense is not necessarily linked to the operating performance of a real estate asset and is often incurred at the corporate level. In addition, depreciation and amortization, because of historical cost accounting and useful life estimates, may distort operating performance at the property level. NOI presented by the Company may not be comparable to NOI reported by other REITs that define NOI differently. The Company believes that in order to facilitate a clear understanding of the Company’s operating results, NOI should be examined in conjunction with net income (loss) as presented in the Company’s consolidated financial statements. NOI should not be considered as an alternative to net income (loss) as an indication of the Company’s performance or to cash flows as a measure of the Company’s liquidity or ability to pay distributions. The following tables reconcile the segment activity to consolidated net loss for the years ended December 31, 2022, 2021 and 2020: Year Ended December 31, 2022 (In thousands) Medical Office Buildings Seniors Housing — Operating Properties Consolidated Revenue from tenants $ 131,444 $ 204,402 $ 335,846 Property operating and maintenance 35,945 177,499 213,444 NOI $ 95,499 $ 26,903 122,402 Impairment charges ( 27,630 ) Operating fees to related parties ( 25,353 ) Acquisition and transaction related ( 1,484 ) General and administrative ( 17,287 ) Depreciation and amortization ( 82,064 ) Loss on sale of real estate investments ( 125 ) Interest expense ( 51,740 ) Interest and other income 27 Gain on non designated derivatives 3,834 Income tax expense ( 201 ) Net loss attributable to non-controlling interests 135 Allocation for preferred stock ( 13,799 ) Net loss attributable to common stockholders $ ( 93,285 ) F-49 Table of Contents HEALTHCARE TRUST, INC. AND SUBSIDIARIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS December 31, 2022 Year Ended December 31, 2021 (In thousands) Medical Office Buildings Seniors Housing — Operating Properties Consolidated Revenue from tenants $ 122,867 $ 206,488 $ 329,355 Property operating and maintenance 34,480 171,333 205,813 NOI 88,387 35,155 123,542 Impairment charges ( 40,951 ) Operating fees to related parties ( 24,206 ) Acquisition and transaction related ( 2,714 ) General and administrative ( 16,828 ) Depreciation and amortization ( 79,926 ) Gain on sale of real estate investments 3,648 Interest expense ( 47,900 ) Interest and other income 61 Gain on non-designated derivatives 37 Income tax expense ( 203 ) Net loss attributable to non-controlling interests 260 Allocation for preferred stock ( 7,762 ) Net loss attributable to common stockholders $ ( 92,942 ) Year Ended December 31, 2020 (In thousands) Medical Office Buildings Seniors Housing — Operating Properties Consolidated Revenue from tenants $ 119,824 $ 261,788 $ 381,612 Property operating and maintenance 32,812 210,736 243,548 NOI 87,012 51,052 138,064 Impairment charges ( 36,446 ) Operating fees to related parties ( 23,922 ) Acquisition and transaction related ( 173 ) General and administrative ( 21,572 ) Depreciation and amortization ( 81,053 ) Gain on sale of real estate investment 5,230 Interest expense ( 51,519 ) Interest and other income 44 Loss on non-designated derivatives ( 102 ) Income tax expense ( 4,061 ) Net income attributable to non-controlling interests ( 303 ) Allocation for preferred stock ( 2,968 ) Net loss attributable to common stockholders $ ( 78,781 ) F-50 Table of Contents HEALTHCARE TRUST, INC. AND SUBSIDIARIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS December 31, 2022 The following table reconciles the segment activity to consolidated total assets as of the periods presented: December 31, (In thousands) 2022 2021 ASSETS Investments in real estate, net: Medical office and other healthcare-related buildings $ 1,121,857 $ 1,149,241 Seniors housing — operating properties 856,440 900,686 Total investments in real estate, net 1,978,297 2,049,927 Cash and cash equivalents 53,654 59,738 Restricted cash 22,884 25,644 Derivative assets, at fair value 40,647 174 Straight-line rent receivable, net 25,276 23,858 Operating lease right-of-use asset 7,814 7,914 Prepaid expenses and other assets 34,554 32,564 Deferred costs, net 17,223 14,581 Total assets $ 2,180,349 $ 2,214,400 The following table reconciles capital expenditures by reportable business segments, excluding corporate non-real estate expenditures, for the periods presented: Year Ended December 31, (In thousands) 2022 2021 2020 Medical office and other healthcare-related buildings $ 10,542 $ 6,152 $ 8,561 Seniors housing — operating properties 17,451 12,919 12,833 Total capital expenditures $ 27,993 $ 19,071 $ 21,394 Note 16 — Commitments and Contingencies As of December 31, 2022, the Company has seven operating and six direct financing lease agreements related to certain acquisitions under leasehold interests arrangements. The seven operating leases have durations, including assumed renewals, ranging from 19.9 to 84.7 years, excluding an adjacent parking lot lease with a term of 1.8 years as of December 31, 2022. The Company did not enter into any additional ground leases during the year ended December 31, 2022. The classification of these leases were grandfathered in adoption of ASU 842, whereby they will continue to be classified as operating leases unless modified. As of December 31, 2022, the Company’s balance sheet included ROU assets and liabilities of $ 7.8 million and $ 8.1 million, respectively, which are included in operating lease right-of-use assets and operating lease liabilities, respectively, on the Company’s consolidated balance sheet. In determining operating ROU assets and lease liabilities for the Company’s existing operating leases upon the adoption of the lease guidance issued in 2019, as well as for new operating leases since adoption, the Company was required to estimate an appropriate incremental borrowing rate on a fully-collateralized basis for the terms of the leases. Because the terms of the Company’s ground leases are significantly longer than the terms of borrowings available to the Company on a fully-collateralized basis, the Company’s estimate of this rate required significant judgment. During the year ended December 31, 2021, the Company sold a property which included a prepaid ground lease. Upon disposition, the carrying value of the ROU asset was $ 5.7 million, and was recorded as a reduction of the gain on sale for that property. The Company’s ground operating leases have a weighted-average remaining lease term, including assumed renewals, of 34.1 years and a weighted-average discount rate of 7.36 % as of December 31, 2022. For the years ended December 31, 2022, 2021 and 2020, the Company paid cash of $ 0.7 million, $ 0.8 million and $ 0.8 million for amounts included in the measurement of lease liabilities and recorded total rental expense from operating leases of $ 0.9 million, $ 0.9 million and $ 0.9 million, on a straight-line basis in accordance with the standard, during the years ended December 31, 2022, 2021 and 2020, respectively. F-51 Table of Contents HEALTHCARE TRUST, INC. AND SUBSIDIARIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS December 31, 2022 The lease expense is recorded in property operating expenses in the consolidated statements of operations and comprehensive loss. Future Base Rent Payments (In thousands) Operating Leases Direct Financing Leases (1) 2023 $ 645 $ 88 2024 632 90 2025 588 93 2026 599 95 2027 617 97 Thereafter 21,942 7,215 Total minimum lease payments 25,023 7,678 Less: amounts representing interest ( 16,936 ) ( 2,841 ) Total present value of minimum lease payments $ 8,087 $ 4,837 _______ (1) The Direct Finance Lease liability is included in Accounts Payable and accrued expenses on the balance sheet as of December 31, 2022. The Direct Financing lease asset is included as part of building and improvements as the land component was not required to be bifurcated under ASU 840. Litigation and Regulatory Matters In the ordinary course of business, the Company may become subject to litigation, claims and regulatory matters. There are no material legal or regulatory proceedings pending or known to be contemplated against the Company or its properties. Environmental Matters In connection with the ownership and operation of real estate, the Company may potentially be liable for costs and damages related to environmental matters. As of December 31, 2022, the Company had not been notified by any governmental authority of any non-compliance, liability or other claim, and is not aware of any other environmental condition that it believes will have a material adverse effect on the results of operations. Note 17 — Subsequent Events The Company has evaluated subsequent events through the filing of this Annual Report on Form 10-K and determined that there have not been any events that have occurred that would require adjustments to disclosures in the consolidated financial statements except the following disclosures: Stock Dividend On January 3, 2023, the Company declared a quarterly stock dividend of 0.014167 shares of the Company’s common stock on each share of the Company’s outstanding common stock. The stock dividend was payable on January 18, 2023 to holders of record of the Company’s common stock at the close of business on January 13, 2023. Swap Terminations Subsequent to December 31, 2022, the Company terminated two LIBOR-based interest rate swap agreements with an aggregate notional amount of $ 50.0 million. The swaps were terminated in an asset position with a fair value of $ 2.0 million. The funds were received in February 2023. This amount will remain in AOCI and will amortize into net loss as a reduction to interest expense through March 2024. Credit Facility Borrowings Subsequent to December 31, 2022, the Company drew $ 20.0 million on its Revolving Credit Facility. Acquisitions Subsequent to December 31, 2022, the Company acquired four single-tenant MOB properties for a contract purchase price of $ 20.0 million, which was funded with borrowings from the Revolving Credit Facility. F-52 Table of Contents Healthcare Trust, Inc. and Subsidiaries Real Estate and Accumulated Depreciation Schedule III December 31, 2022 (In thousands) Initial Costs Subsequent to Acquisition Property State Acquisition Date Encumbrances at December 31, 2022 Land Building and Improvements Land Building and Improvements Gross Amount at December 31, 2022 (1) (2) Accumulated Depreciation (3) (4) Fresenius Medical Care - Winfield, AL (5) AL 5/10/2013 $ — $ 152 $ 1,568 $ — $ — $ 1,720 $ 445 Adena Health Center - Jackson, OH (5),(11) OH 6/28/2013 — 242 4,494 — ( 25 ) 4,711 1,100 Ouachita Community Hospital - West Monroe, LA (5) LA 7/12/2013 — 633 5,304 — — 5,937 1,329 CareMeridian - Littleton, CO (5) CO 8/8/2013 — 976 8,900 — 111 9,987 3,037 Oak Lawn Medical Center - Oak Lawn, IL IL 8/21/2013 5,343 835 7,217 — 25 8,077 1,994 Surgery Center of Temple - Temple, TX (5) TX 8/30/2013 — 225 5,208 — 432 5,865 1,379 Greenville Health System - Greenville, SC (5), (9) SC 10/10/2013 — 720 3,045 — 389 4,154 759 Stockbridge Family Medical - Stockbridge, GA GA 2/21/2014 1,781 823 1,799 — 177 2,799 542 Arrowhead Medical Plaza II - Glendale, AZ AZ 2/21/2014 7,540 — 9,758 — 2,076 11,834 3,261 Village Center Parkway - Stockbridge, GA GA 2/21/2014 2,434 1,135 2,299 — 372 3,806 809 Creekside MOB - Douglasville, GA GA 4/30/2014 8,814 2,709 5,320 — 791 8,820 1,858 Bowie Gateway Medical Center - Bowie, MD MD 5/7/2014 9,153 983 10,321 — 334 11,638 2,489 Campus at Crooks & Auburn Building D - Rochester Mills, MI MI 5/19/2014 3,627 640 4,166 — 145 4,951 1,120 Berwyn Medical Center - Berwyn, IL (5) IL 5/29/2014 — 1,305 7,559 — — 8,864 1,693 Countryside Medical Arts - Safety Harbor, FL FL 5/30/2014 6,983 915 7,663 — 74 8,652 1,862 St. Andrews Medical Park - Venice, FL FL 5/30/2014 11,119 1,666 10,005 2 399 12,072 3,027 Campus at Crooks & Auburn Building C - Rochester Mills, MI MI 6/3/2014 3,831 609 3,893 — 178 4,680 1,081 Laguna Professional Center - Elk Grove, CA CA 7/15/2014 8,887 1,811 14,598 — 318 16,727 3,709 UC Davis MOB - Elk Grove, CA CA 7/15/2014 8,136 1,138 7,242 — 294 8,674 1,951 Estate at Hyde Park - Tampa, FL (7) FL 7/31/2014 — 1,777 20,308 — 1,079 23,164 5,133 Autumn Ridge of Clarkston - Clarkston, MI (7) MI 8/12/2014 — 655 19,967 — 1,584 22,206 4,884 Sunnybrook of Burlington - Burlington, IA (6) IA 8/26/2014 — 518 16,739 — 429 17,686 4,438 Sunnybrook of Carroll - Carroll, IA (6) IA 8/26/2014 — 473 11,263 — 51 11,787 2,686 Prairie Hills at Cedar Rapids - Cedar Rapids, IA (7) IA 8/26/2014 — 195 8,595 — 182 8,972 2,096 Prairie Hills at Clinton - Clinton, IA (6) IA 8/26/2014 — 890 18,882 — 86 19,858 4,781 Prairie Hills at Des Moines - Des Moines, IA (6) IA 8/26/2014 — 647 13,745 — 57 14,449 3,593 Sunnybrook of Fairfield - Fairfield, IA (5) IA 8/26/2014 — 340 14,115 — 291 14,746 3,635 Sunnybrook of Ft. Madison - Ft. Madison, IA (5),(11) IA 8/26/2014 — 263 3,931 ( 54 ) ( 1,177 ) 2,963 ( 21 ) Prairie Hills at Independence - Independence, IA (5) IA 8/26/2014 — 473 10,600 — 179 11,252 2,519 Sunnybrook of Mt. Pleasant - Mt. Pleasant, IA (5) IA 8/26/2014 — 205 10,935 — 359 11,499 2,575 Sunnybrook of Muscatine - Muscatine, IA (6) IA 8/26/2014 — 302 13,840 — 172 14,314 3,364 Prairie Hills at Ottumwa - Ottumwa, IA (5),(11) IA 8/26/2014 — 538 9,186 ( 376 ) ( 7,088 ) 2,260 47 Prairie Hills at Tipton - Tipton, IA (5) IA 8/26/2014 — 306 10,409 — 78 10,793 2,405 F-53 Table of Contents Healthcare Trust, Inc. and Subsidiaries Real Estate and Accumulated Depreciation Schedule III December 31, 2022 (In thousands) Initial Costs Subsequent to Acquisition Property State Acquisition Date Encumbrances at December 31, 2022 Land Building and Improvements Land Building and Improvements Gross Amount at December 31, 2022 (1) (2) Accumulated Depreciation (3) (4) Liberty Court - Dixon, IL (5) IL 8/29/2014 — 119 1,998 — 59 2,176 541 Lakeside Vista - Holland, MI (6) MI 8/29/2014 — 378 12,196 — 1,878 14,452 3,057 The Atrium - Rockford, IL (5) IL 8/29/2014 — 164 1,746 — 295 2,205 369 Arrowhead Medical Plaza I - Glendale, AZ AZ 9/10/2014 4,571 — 6,447 — 1,410 7,857 1,886 Sunnybrook of Burlington - Land - Burlington, IA MO 9/23/2014 — 620 — — — 620 — Community Health MOB - Harrisburg, PA (10) PA 9/26/2014 5,424 — 6,170 — — 6,170 1,315 Brady MOB - Harrisburg, PA (10) PA 9/26/2014 19,661 — 22,485 — — 22,485 4,680 Landis Memorial - Harrisburg, PA (5), (10) PA 9/26/2014 — — 32,484 — — 32,484 6,782 FOC II - Mechanicsburg, PA (10) PA 9/26/2014 16,136 — 16,473 — 142 16,615 3,960 FOC Clinical - Mechanicsburg, PA (10) PA 9/26/2014 17,695 — 19,634 — — 19,634 4,616 FOC I - Mechanicsburg, PA (10) PA 9/26/2014 8,204 — 8,923 — 368 9,291 2,308 Copper Springs Senior Living - Meridian, ID (5),(11) ID 9/29/2014 — 498 7,130 ( 14 ) ( 2,052 ) 5,562 48 Addington Place of Brunswick - Brunswick, GA (5) GA 9/30/2014 — 1,509 14,402 — 489 16,400 3,747 Addington Place of Dublin - Dublin, GA (5) GA 9/30/2014 — 403 9,281 — 182 9,866 2,541 Allegro at Elizabethtown - Elizabethtown, KY (5),(11) KY 9/30/2014 — 317 7,290 ( 76 ) ( 3,175 ) 4,356 13 Addington Place of Johns Creek - Johns Creek, GA (7) GA 9/30/2014 — 997 11,943 — 448 13,388 3,174 Allegro at Jupiter - Jupiter, FL (6) FL 9/30/2014 — 3,741 49,534 — 674 53,949 12,027 Addington Place of Lee's Summit - Lee's Summit, MO (7) MO 9/30/2014 — 2,734 25,008 — 391 28,133 6,149 Addington Place at Mills - Roswell, GA (5) GA 9/30/2014 — 1,000 8,611 — 2,575 12,186 3,310 Addington Place of College Harbour - St Petersburg, FL (5) FL 9/30/2014 — 3,791 8,684 — 2,117 14,592 3,430 Allegro at Stuart - Stuart, FL (6) FL 9/30/2014 — 5,018 60,575 — 969 66,562 15,029 Allegro at Tarpon - Tarpon Springs, FL (7) FL 9/30/2014 — 2,360 13,728 — 3,107 19,195 4,430 Addington Place of Titusville - Titusville, FL (6) FL 9/30/2014 — 1,379 13,976 — 720 16,075 4,034 Allegro at St. Petersburg - Land - St. Petersburg, FL FL 9/30/2014 — 3,045 — — — 3,045 — Gateway MOB - Clarksville, TN (9) TN 10/3/2014 17,560 — 16,367 — 1,011 17,378 4,335 Dyer Building - Dyer, IN (5) IN 10/17/2014 6,143 601 8,992 — 191 9,784 1,971 757 Building - Munster, IN (5) IN 10/17/2014 — 645 7,885 — 31 8,561 1,685 761 Building - Munster, IN IN 10/17/2014 6,797 1,436 8,616 — 90 10,142 1,974 759 Building - Munster, IN IN 10/17/2014 8,271 1,101 8,899 — 31 10,031 1,955 Schererville Building - Schererville, IN IN 10/17/2014 — 1,260 935 — 88 2,283 381 Meadowbrook Senior Living - Agoura Hills, CA (7) CA 11/25/2014 — 8,821 48,682 — 2,485 59,988 11,659 Mount Vernon Medical Office Building - Mount Vernon, WA (9) WA 11/25/2014 15,797 — 18,519 — 3 18,522 4,095 F-54 Table of Contents Healthcare Trust, Inc. and Subsidiaries Real Estate and Accumulated Depreciation Schedule III December 31, 2022 (In thousands) Initial Costs Subsequent to Acquisition Property State Acquisition Date Encumbrances at December 31, 2022 Land Building and Improvements Land Building and Improvements Gross Amount at December 31, 2022 (1) (2) Accumulated Depreciation (3) (4) Wellington at Hershey's Mill - West Chester, PA (5) PA 12/3/2014 — 8,531 80,734 — 5,364 94,629 18,754 Eye Specialty Group Medical Building - Memphis, TN TN 12/5/2014 8,475 775 7,223 — — 7,998 1,533 Addington Place of Alpharetta - Alpharetta, GA GA 12/10/2014 — 1,604 26,069 — 462 28,135 6,296 Addington Place of Prairie Village - Prairie Village, KS (7) KS 12/10/2014 — 1,782 21,869 — 451 24,102 5,466 Bloom MOB - Harrisburg, PA (10) PA 12/15/2014 15,322 — 15,928 — 517 16,445 3,535 Medical Sciences Pavilion - Harrisburg, PA (10) PA 12/15/2014 18,272 — 22,309 — — 22,309 4,569 Wood Glen Nursing and Rehab Center - West Chicago, IL (5),(11) IL 12/16/2014 — 1,896 16,107 ( 367 ) ( 6,436 ) 11,200 228 Pinnacle Center - Southaven, MS MS 12/16/2014 7,085 1,378 6,547 — 1,560 9,485 1,952 Paradise Valley Medical Plaza - Phoenix, AZ AZ 12/29/2014 13,085 — 25,194 — 1,703 26,897 6,019 Victory Medical Center at Craig Ranch - McKinney, TX TX 12/30/2014 — 1,596 40,475 — 1,199 43,270 8,801 Rivershores Healthcare & Rehab Centre - Marseilles, IL (5),(11) IL 12/31/2014 — 1,276 6,868 ( 247 ) ( 2,837 ) 5,060 105 Morton Terrace Healthcare & Rehab Centre - Morton, IL (5),(11) IL 12/31/2014 — 709 5,649 ( 137 ) ( 2,520 ) 3,701 77 Morton Villa Healthcare & Rehab Centre - Morton, IL (5),(11) IL 12/31/2014 — 645 3,687 ( 125 ) ( 1,546 ) 2,661 57 The Heights Healthcare & Rehab Centre - Peoria Heights, IL (5),(11) IL 12/31/2014 — 214 7,952 ( 41 ) ( 3,369 ) 4,756 127 Colonial Healthcare & Rehab Centre - Princeton, IL (5),(11) IL 12/31/2014 — 173 5,871 ( 33 ) ( 2,622 ) 3,389 92 Capitol Healthcare & Rehab Centre - Springfield, IL (5),(11) IL 12/31/2014 — 603 21,699 ( 117 ) ( 8,560 ) 13,625 311 Acuity Specialty Hospital - Mesa, AZ (5) AZ 1/14/2015 — 1,977 16,203 — 543 18,723 3,660 Acuity Specialty Hospital - Sun City, AZ (11) AZ 1/14/2015 — 2,329 15,795 ( 909 ) ( 7,715 ) 9,500 658 Addington Place of Shoal Creek - Kansas City, MO (7) MO 2/2/2015 — 3,723 22,259 — 704 26,686 5,404 Aurora Healthcare Center - Green Bay, WI (5) WI 3/18/2015 — 1,130 1,678 — — 2,808 420 Aurora Healthcare Center - Greenville, WI (5) WI 3/18/2015 — 259 958 — — 1,217 256 Aurora Healthcare Center - Kiel, WI (5) WI 3/18/2015 — 676 2,214 — — 2,890 494 Aurora Healthcare Center - Plymouth, WI WI 3/18/2015 17,038 2,891 24,224 — — 27,115 5,430 Aurora Healthcare Center - Waterford, WI (5) WI 3/18/2015 — 590 6,452 — — 7,042 1,395 Aurora Healthcare Center - Wautoma, WI (5) WI 3/18/2015 — 1,955 4,361 — — 6,316 983 Arbor View Assisted Living and Memory Care - Burlington, WI (5) WI 3/31/2015 — 367 7,815 — 71 8,253 2,080 Advanced Orthopedic Medical Center - Richmond, VA VA 4/7/2015 15,390 1,523 19,229 — 493 21,245 3,970 Palm Valley Medical Plaza - Goodyear, AZ (5) AZ 4/7/2015 — 1,890 4,940 — 367 7,197 1,267 Physicians Plaza of Roane County - Harriman, TN TN 4/27/2015 6,293 1,746 7,842 — 182 9,770 1,737 Adventist Health Lacey Medical Plaza - Hanford, CA CA 4/29/2015 11,526 328 13,302 — 98 13,728 2,620 Medical Center I - Peoria, AZ AZ 5/15/2015 3,085 807 1,115 — 1,545 3,467 1,190 Medical Center II - Peoria, AZ AZ 5/15/2015 — 945 1,330 — 5,036 7,311 1,836 Commercial Center - Peoria, AZ AZ 5/15/2015 3,254 959 1,110 — 710 2,779 571 F-55 Table of Contents Healthcare Trust, Inc. and Subsidiaries Real Estate and Accumulated Depreciation Schedule III December 31, 2022 (In thousands) Initial Costs Subsequent to Acquisition Property State Acquisition Date Encumbrances at December 31, 2022 Land Building and Improvements Land Building and Improvements Gross Amount at December 31, 2022 (1) (2) Accumulated Depreciation (3) (4) Medical Center III - Peoria, AZ AZ 5/15/2015 2,137 673 1,651 — 1,047 3,371 932 Morrow Medical Center - Morrow, GA GA 6/24/2015 4,334 1,155 5,674 — 493 7,322 1,451 Belmar Medical Building -Lakewood, CO CO 6/29/2015 3,770 819 4,287 — 596 5,702 1,114 Addington Place - Northville, MI (7) MI 6/30/2015 — 440 14,975 — 1,007 16,422 3,403 Conroe Medical Arts and Surgery Center - Conroe, TX TX 7/10/2015 13,221 1,965 12,198 — 744 14,907 2,842 Medical Center V - Peoria, AZ (5) AZ 7/10/2015 — 1,089 3,200 — 879 5,168 804 Legacy Medical Village - Plano, TX TX 7/10/2015 23,662 3,755 31,097 — 1,430 36,282 6,634 Scripps Cedar Medical Center - Vista, CA CA 8/6/2015 14,983 1,213 14,596 — 1,673 17,482 2,981 Ramsey Woods Memory Care - Cudahy, WI (5) WI 10/2/2015 — 930 4,990 — 122 6,042 1,188 East Coast Square West - Cedar Point, NC NC 10/15/2015 5,254 1,535 4,803 — 6 6,344 962 East Coast Square North - Morehead City, NC NC 10/15/2015 3,933 899 4,761 — 144 5,804 917 Eastside Cancer Institute - Greenville, SC (5) SC 10/22/2015 — 1,498 6,637 — 639 8,774 1,379 Sassafras Medical Building - Erie, PA (11) PA 10/22/2015 2,315 928 4,629 ( 364 ) ( 2,333 ) 2,860 — Sky Lakes Klamath Medical Clinic - Klamath Falls, OR (5) OR 10/22/2015 — 433 2,623 — — 3,056 508 Courtyard Fountains - Gresham, OR (5) OR 12/1/2015 — 2,476 50,601 — 2,255 55,332 10,764 Presence Healing Arts Pavilion - New Lenox, IL (9) IL 12/4/2015 5,966 — 6,768 — 76 6,844 1,383 Mainland Medical Arts Pavilion - Texas City, TX TX 12/4/2015 6,174 320 7,923 — 321 8,564 1,756 Renaissance on Peachtree - Atlanta, GA (6) GA 12/15/2015 — 4,535 68,895 — 3,246 76,676 13,856 Fox Ridge Senior Living at Bryant - Bryant, AR (11) AR 12/29/2015 6,817 1,687 12,936 ( 557 ) ( 6,326 ) 7,740 40 Fox Ridge Senior Living at Chenal - Little Rock, AR AR 12/29/2015 15,639 6,896 20,579 — 364 27,839 4,917 Fox Ridge North Little Rock - North Little Rock, AR (9) AR 12/29/2015 9,704 — 19,265 — 263 19,528 4,211 High Desert Medical Group Medical Office Building - Lancaster, CA CA 4/7/2017 7,480 1,459 9,300 — — 10,759 1,749 Northside Hospital - Canton, GA GA 7/13/2017 8,014 3,408 8,191 — 438 12,037 1,249 West Michigan Surgery Center - Big Rapids, MI (5) MI 8/18/2017 — 258 5,677 — — 5,935 803 Camellia Walk Assisted Living and Memory Care - Evans, GA (6) GA 9/28/2017 — 1,854 17,372 — 1,232 20,458 3,426 Cedarhurst of Collinsville - Collinsville, IL (5), (8) IL 12/22/2017 — 1,228 8,652 — 264 10,144 1,393 Arcadian Cove Assisted Living - Richmond, KY (5), (8),(11) KY 12/22/2017 — 481 3,923 ( 425 ) ( 3,536 ) 443 14 Beaumont Medical Center - Warren, MI (5), (8) MI 12/22/2017 — 1,078 9,525 — 19 10,622 1,328 DaVita Dialysis - Hudson, FL (5), (8) FL 12/22/2017 — 226 1,979 — 121 2,326 273 DaVita Bay Breeze Dialysis Center - Largo, FL (5), (8) FL 12/22/2017 — 399 896 — 48 1,343 150 Greenfield Medical Plaza - Gilbert, AZ (5), (8) AZ 12/22/2017 — 1,476 4,144 — 277 5,897 633 RAI Care Center - Clearwater, FL (5), (8) FL 12/22/2017 — 624 3,156 — — 3,780 420 F-56 Table of Contents Healthcare Trust, Inc. and Subsidiaries Real Estate and Accumulated Depreciation Schedule III December 31, 2022 (In thousands) Initial Costs Subsequent to Acquisition Property State Acquisition Date Encumbrances at December 31, 2022 Land Building and Improvements Land Building and Improvements Gross Amount at December 31, 2022 (1) (2) Accumulated Depreciation (3) (4) Illinois CancerCare - Galesburg, IL (8) IL 12/22/2017 2,323 290 2,457 — — 2,747 368 UnityPoint Clinic - Muscatine, IA (5), (8) IA 12/22/2017 — 570 4,541 — 34 5,145 649 Lee Memorial Health System Outpatient Center - Ft. Myers (5), (8) FL 12/22/2017 — 439 4,374 — 710 5,523 688 Decatur Medical Office Building - Decatur, GA (5), (8), (9) GA 12/22/2017 — 695 3,273 — 261 4,229 507 Madison Medical Plaza - Joliet, IL (8), (9) IL 12/22/2017 12,477 — 16,855 — 37 16,892 2,111 Woodlake Office Center - Woodbury, MN (8) MN 12/22/2017 8,638 1,017 10,688 — 1,297 13,002 1,652 Rockwall Medical Plaza - Rockwall, TX (5), (8) MN 12/22/2017 — 1,097 4,582 — 214 5,893 709 MetroHealth Buckeye Health Center - Cleveland, OH (5), (8) OH 12/22/2017 — 389 4,367 — 255 5,011 648 UnityPoint Clinic - Moline, IL (5), (8) IL 12/22/2017 — 396 2,880 — 5 3,281 411 VA Outpatient Clinic - Galesberg, IL (5), (8) IL 12/22/2017 — 359 1,852 — — 2,211 302 Philip Professional Center - Lawrenceville, GA GA 12/22/2017 5,780 1,285 6,714 — 264 8,263 1,045 Texas Children’s Hospital - Houston, TX TX 3/5/2018 4,590 1,368 4,428 — 116 5,912 790 Florida Medical Heartcare - Tampa, FL (5) FL 3/29/2018 — 586 1,902 — — 2,488 322 Florida Medical Somerset - Tampa, FL (5) FL 3/29/2018 — 61 1,366 — — 1,427 204 Florida Medical Tampa Palms - Tampa, FL (5) FL 3/29/2018 — 141 1,402 — — 1,543 215 Florida Medical Wesley Chapel - Tampa, FL (5) FL 3/29/2018 — 485 1,987 — — 2,472 345 Aurora Health Center - Milwaukee, WI WI 4/17/2018 3,984 1,014 4,041 — 224 5,279 788 Vascular Surgery Associates - Tallahassee, FL (5) FL 5/11/2018 — 902 5,383 — — 6,285 856 Glendale MOB - Farmington Hills, MI (5) MI 8/28/2018 — 504 12,332 — — 12,836 1,542 Crittenton Washington MOB - Washington Township, MI (5) MI 9/12/2018 — 640 4,090 — 283 5,013 592 Crittenton Sterling Heights MOB - Sterling Heights, MI (5) MI 9/12/2018 — 1,398 2,695 — 258 4,351 492 Advocate Aurora MOB - Elkhorn, WI WI 9/24/2018 7,184 181 9,452 — — 9,633 1,280 Pulmonary & Critical Care Med - Lemoyne, PA PA 11/13/2018 4,271 621 3,805 — — 4,426 661 Dignity Emerus Blue Diamond - Las Vegas, NV NV 11/15/2018 13,966 2,182 16,594 — — 18,776 1,864 Dignity Emerus Craig Rd - North Las Vegas, NV NV 11/15/2018 18,780 3,807 22,803 — — 26,610 2,584 Greenfield MOB - Greenfield, WI WI 1/17/2019 7,526 1,552 8,333 — 246 10,131 1,199 Milwaukee MOB - South Milwaukee, WI WI 1/17/2019 4,136 410 5,041 — — 5,451 544 St. Francis WI MOB - St. Francis, WI WI 1/17/2019 9,088 865 11,355 — 251 12,471 1,353 Lancaster Medical Arts MOB - Lancaster, PA (5) PA 6/20/2019 — 85 4,417 — — 4,502 569 Women’s Healthcare Group MOB - York, PA (5) PA 6/21/2019 — 624 2,161 — — 2,785 403 Pioneer Spine Sports - Northampton, MA (5) MA 7/22/2019 — 435 1,858 — — 2,293 192 F-57 Table of Contents Healthcare Trust, Inc. and Subsidiaries Real Estate and Accumulated Depreciation Schedule III December 31, 2022 (In thousands) Initial Costs Subsequent to Acquisition Property State Acquisition Date Encumbrances at December 31, 2022 Land Building and Improvements Land Building and Improvements Gross Amount at December 31, 2022 (1) (2) Accumulated Depreciation (3) (4) Pioneer Spine Sport - Springfield, MA (5) MA 7/22/2019 — 333 2,530 — — 2,863 252 Pioneer Spine Sports - West Springfield, MA (5) MA 7/22/2019 — 374 4,295 — — 4,669 417 Felicita Vida - Escondido, CA (5) CA 9/3/2019 — 1,677 28,953 — 396 31,026 2,785 Cedarhurst of Edwardsville - Edwardsville, IL (5) IL 1/10/2020 — 321 9,032 — 56 9,409 805 UMPC Sir Thomas Court - Harrisburg, PA (5) PA 1/17/2020 — 745 6,272 — — 7,017 498 UMPC Fisher Road - Mechanicsburg, PA (5) PA 1/17/2020 — 747 3,844 — — 4,591 333 Swedish American MOB - Roscoe, IL (5) IL 1/22/2020 — 599 5,862 — — 6,461 588 Cedarhurst of Sparta - Sparta, IL (5) IL 1/31/2020 — 381 13,807 — 63 14,251 1,225 UMPC Chambers Hill - Harrisburg, PA (5) PA 2/3/2020 — 498 4,238 — — 4,736 329 Cedarhurst of Shiloh - Shiloh, IL IL 3/13/2020 13,071 376 28,299 — 65 28,740 2,085 Bayshore Naples Memory Care - Naples, FL (5) FL 3/20/2020 — 3,231 17,112 — 54 20,397 1,306 Circleville MOB - Circleville, OH OH 12/7/2020 3,556 765 4,011 — 71 4,847 243 Kingwood Executive Center - Kingwood, TX (5) TX 1/6/2021 — 1,522 4,166 — 34 5,722 251 OrthoOne Hilliard - Hilliard, OH (5) OH 5/28/2021 — 760 3,118 — 77 3,955 206 South Douglas MOB - Midwest City, OK (5) OK 6/23/2021 — 628 3,863 — — 4,491 193 Fort Wayne Opthomology Engle - Fort Wayne, IN IN 6/29/2021 3,923 516 6,124 — — 6,640 260 Fort Wayne Opthomology Dupont - Fort Wayne, IN IN 6/29/2021 1,924 597 2,653 — — 3,250 138 St. Peters Albany 2 Palisades - Albany, NY (5) NY 6/30/2021 — 516 4,342 — — 4,858 202 Hefner Pointe Medical Center - Oklahoma City, OK OK 6/30/2021 3,831 678 4,819 — 31 5,528 222 St. Peters Troy 2 New Hampshire - Troy, NY (5) NY 6/30/2021 — 330 2,444 — 19 2,793 113 St Peters - Albany, NY - 4 Palisades (5) NY 7/30/2021 — 542 2,416 — — 2,958 113 St Peters - Albany, NY - 5 Palisades (5) NY 7/30/2021 — 593 5,359 — — 5,952 221 St Lukes Heart Vascular Center - East Stroudsburg (5) PA 8/31/2021 — 363 3,224 — — 3,587 113 Metropolitan Eye Lakeshore Surgery - St. Clair, MI (5) MI 8/31/2021 — 203 4,632 — — 4,835 164 Naidu Clinic - Odessa, TX (5) TX 9/1/2021 — 730 2,409 — — 3,139 93 Belpre V Cancer Center - Belpre, OH (5) OH 9/30/2021 — 1,153 63,894 — — 65,047 2,072 Center for Advanced Dermatology - Lakewood, CO (5) CO 12/1/2021 — 1,034 1,874 — — 2,908 59 Florida Medical Clinic - Tampa, FL (5) FL 12/1/2021 — 1,104 1,137 — 124 2,365 44 Pensacola Nephrology MOB - Pensacola, FL (5) FL 12/29/2021 — 1,578 5,123 — — 6,701 135 Millennium Eye Care - Freehold, NJ (5) NJ 5/26/2022 — 635 6,014 — — 6,649 125 Atlanta Gastroenterology Associates - Lawrenceville, GA (5) GA 6/29/2022 — 2,639 2,263 — — 4,902 24 Bone and Joint Specialists - Merrillville, IN (5) IN 6/29/2022 — 1,014 2,499 — — 3,513 29 F-58 Table of Contents Healthcare Trust, Inc. and Subsidiaries Real Estate and Accumulated Depreciation Schedule III December 31, 2022 (In thousands) Initial Costs Subsequent to Acquisition Property State Acquisition Date Encumbrances at December 31, 2022 Land Building and Improvements Land Building and Improvements Gross Amount at December 31, 2022 (1) (2) Accumulated Depreciation (3) (4) Eastern Carolina ENT - Greenville, NC (5) NC 12/21/2022 — 664 5,826 — — 6,490 — Fannie Mae Master Credit Facilities (6)(7) 352,047 Total $ 937,230 $ 210,294 $ 2,075,880 $ ( 3,840 ) $ 13,253 $ 2,295,587 $ 397,982 ______________ (1) Acquired intangible lease assets allocated to individual properties in the amount of $ 292.0 million are not reflected in the table above. (2) The tax basis of aggregate land, buildings and improvements as of December 31, 2022 is $ 2.1 billion. (3) The accumulated depreciation column excludes $ 211.3 million of accumulated amortization associated with acquired intangible lease assets. (4) Depreciation is computed using the straight-line method over the estimated useful lives of up to 40 years for buildings, 15 years for land improvements and 5 years for fixtures. (5) These unencumbered properties were part of the borrowing base of the Credit Facility, which had $ 180.0 million of outstanding borrowings as of December 31, 2022. The equity interests and related rights in the Company’s wholly owned subsidiaries that directly own or lease the real estate assets comprising the borrowing base have been pledged for the benefit of the lenders thereunder (see Note 5 — Credit Facilities, Net for additional details). (6) These properties collateralize the Capital One Facility, which had $ 210.5 million of outstanding borrowings as of December 31, 2022. (7) These properties collateralize the KeyBank Facility, which had $ 141.6 million of outstanding borrowings as of December 31, 2022. (8) These properties were acquired from American Realty Capital Healthcare Trust III, Inc. in 2017, which was a related party to the Company’s Advisor. (9) Some or all of the land underlying this property is subject to an operating land lease. The related right-of-use assets are separately recorded. See Note 16 — Commitments and Contingencies for additional information. (10) The building amount represents combined direct financing lease for the total asset as the land element was not required to be bifurcated under ASU 840. See Note 16 — Commitments and Contingencies for additional information. (11) The property has been impaired as of December 31, 2022. See Note 3 — Real Estate Investments, Net “Assets Held for Use and Related Impairments” for additional information. F-59 Table of Contents Healthcare Trust, Inc. and Subsidiaries Real Estate and Accumulated Depreciation Schedule III December 31, 2022 (In thousands) A summary of activity for real estate and accumulated depreciation for the years ended December 31, 2022, 2021 and 2020: December 31, (In thousands) 2022 2021 2020 Real estate investments, at cost (1) : Balance at beginning of year $ 2,345,708 $ 2,211,451 $ 2,296,627 Additions-acquisitions and capital expenditures 44,926 98,364 80,980 Disposals, impairments and reclasses (2) ( 95,047 ) 35,893 ( 166,156 ) Balance at end of the year $ 2,295,587 $ 2,345,708 $ 2,211,451 Accumulated depreciation (1) : Balance at beginning of year $ 328,095 $ 260,399 $ 226,167 Depreciation expense 63,143 63,393 64,731 Disposals, impairments and reclasses (2) 6,744 4,303 ( 30,499 ) Balance at end of the year $ 397,982 $ 328,095 $ 260,399 __________ (1) Acquired intangible lease assets and related accumulated depreciation are not reflected in the table above. (2) Includes amounts relating to dispositions and impairment charges on assets for the years ended December 31, 2022, 2021 and 2020. Amounts for the year ended December 31, 2020 include the reclassification of approximately $ 49.4 million and $ 8.7 million of assets and accumulated depreciation, respectively, that were previously classified as held-for-sale as of December 31, 2019 to real estate investments, at cost and accumulated depreciation during the year ended December 31, 2020. For additional information on this reclassification during the year ended December 31, 2020, see Note 3 — Real Estate Investments . F-60